POS AM 1 h93162a2posam.txt APACHE CORPORATION - P.E. AMENDMENT NO.2 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 2, 2002 REGISTRATION NO. 33-61669 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ---------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 APACHE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 1311 41-0747868 (STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
ONE POST OAK CENTRAL Z. S. KOBIASHVILI 2000 POST OAK BOULEVARD, SUITE 100 APACHE CORPORATION HOUSTON, TEXAS 77056-4400 ONE POST OAK CENTRAL (713) 296-6000 2000 POST OAK BOULEVARD, SUITE 100 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE HOUSTON, TEXAS 77056-4400 NUMBER, INCLUDING AREA CODE, OF (713) 296-6000 REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to: ERIC L. HARRY JOHN B. CLUTTERBUCK APACHE CORPORATION ANDREWS & KURTH ONE POST OAK CENTRAL MAYOR, DAY, CALDWELL & KEETON, L.L.P. 2000 POST OAK BOULEVARD, SUITE 100 700 LOUISIANA, SUITE 1900 HOUSTON, TEXAS 77056-4400 HOUSTON, TEXAS 77002 (713) 296-6000 (713) 225-7000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable, securities are being withdrawn from registration. If any of the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ This Post-Effective Amendment No. 2 is being filed by the registrant, Apache Corporation ("Apache"), to remove from registration under this Registration Statement certain shares of Apache Common Stock, par value $1.25 per share ("Common Stock"), and associated Preferred Stock Purchase Rights. Initially, 2,000,000 shares of Common Stock and associated Common Stock Purchase Rights were registered and this Registration Statement was declared effective on September 8, 1995. Subsequently, on September 21, 1995, Apache filed Post-Effective Amendment No. 1 to this Registration Statement to remove from registration 650,000 shares of Common Stock and associated Common Stock Purchase Rights, leaving 1,350,000 shares of Common Stock and associated Common Stock Purchase Rights registered. On January 31, 1996, the Preferred Stock Purchase Rights became effective and the Common Stock Purchase Rights expired. A total of 1,186,072 shares of Common Stock and associated Preferred Stock Purchase Rights have been issued under this Registration Statement, leaving 163,928 shares of Common Stock and associated Preferred Stock Purchase Rights still available. By filing this Post-Effective Amendment No. 2, Apache hereby removes from registration all of the remaining 163,928 shares of Common Stock and associated Preferred Stock Purchase Rights, and this Registration Statement is hereby amended, as appropriate, to reflect this removal from registration. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. EXHIBITS 4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 99.1 to Apache's Current Report on Form 8-K dated December 17, 1999, Commission File No. 1-4300) 4.2 Bylaws of Apache Corporation as amended May 3, 2001 (incorporated by reference to Exhibit 3.1 to Apache's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, Commission File No. 1-4300) 4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300) * 4.4 Rights Agreement dated as of January 10, 1986, between Apache Corporation and First Trust Company, Inc., rights agent, relating to the declaration of Common Stock Purchase Rights to Apache's common stockholders of record on January 24, 1986 (incorporated by reference to Exhibit 4.9 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Commission File No. 1-4300) 4.5 Rights Agreement, dated January 31, 1996, between Apache Corporation and Norwest Bank Minnesota, N.A., rights agent, relating to the declaration of Preferred Stock Purchase Rights to Apache's common stockholders of record on January 31, 1996 (incorporated by reference to Exhibit (a) to Apache's Registration Statement on Form 8-A, dated January 24, 1996, Commission File No. 1-4300) * 5.1 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P., as to legality of issuance of Common Stock (incorporated by reference to Exhibit 5.1 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) *23.1 Consent of Arthur Andersen LLP (incorporated by reference to Exhibit 23.1 to Post-Effective Amendment No. 1 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on September 21, 1995) *23.2 Consent of Coopers & Lybrand, Chartered Accountants (incorporated by reference to Exhibit 23.2 to Post-Effective Amendment No. 1 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on September 21, 1995) *23.3 Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in Exhibit 5.1)(incorporated by reference to Exhibit 23.3 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) *23.4 Consent of Ryder Scott, Petroleum Engineers (incorporated by reference to Exhibit 23.4 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) *24.1 Power of Attorney (included as part of the signature pages in Part II)(incorporated by reference to Exhibit 24.1 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) ---------- *Previously filed II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas. APACHE CORPORATION Date: December 31, 2001 By: /s/ Z. S. Kobiashvili ----------------------------------------- Z. S. Kobiashvili Senior Vice President and General Counsel
SIGNATURE TITLE DATE --------- ----- ---- /s/ Raymond Plank* Chairman of the Board and ---------------------------------- Chief Executive Officer Raymond Plank (Principal Executive Officer) /s/ Roger B. Plank Executive Vice President and December 31, 2001 ---------------------------------- Chief Financial Officer Roger B. Plank (Principal Financial Officer) /s/ Thomas L. Mitchell Vice President and Controller December 31, 2001 ---------------------------------- (Principal Accounting Officer) Thomas L. Mitchell *By: /s/ Z. S. Kobiashvili --------------------------- Z. S. Kobiashvili Attorney-in-Fact Date: December 31, 2001
SIGNATURE TITLE DATE --------- ----- ---- /s/ Frederick M. Bohen Director December 31, 2001 --------------------------------- Frederick M. Bohen /s/ G. Steven Farris Director December 31, 2001 --------------------------------- G. Steven Farris /s/ Randolph M. Ferlic Director December 31, 2001 --------------------------------- Randolph M. Ferlic /s/ Eugene C. Fiedorek Director December 31, 2001 --------------------------------- Eugene C. Fiedorek /s/ A. D. Frazier, Jr. Director December 31, 2001 --------------------------------- A. D. Frazier, Jr. /s/ John A. Kocur Director December 31, 2001 --------------------------------- John A. Kocur /s/ George D. Lawrence Jr. Director December 31, 2001 --------------------------------- George D. Lawrence Jr. /s/ Mary Ralph Lowe Director December 31, 2001 --------------------------------- Mary Ralph Lowe Director December 31, 2001 --------------------------------- F. H. Merelli /s/ Rodman D. Patton Director December 31, 2001 --------------------------------- Rodman D. Patton /s/ Charles J. Pitman Director December 31, 2001 --------------------------------- Charles J. Pitman
EXHIBIT INDEX EXHIBIT NUMBER ------ 4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 99.1 to Apache's Current Report on Form 8-K dated December 17, 1999, Commission File No. 1-4300) 4.2 Bylaws of Apache Corporation as amended May 3, 2001 (incorporated by reference to Exhibit 3.1 to Apache's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, Commission File No. 1-4300) 4.3 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300) * 4.4 Rights Agreement dated as of January 10, 1986, between Apache Corporation and First Trust Company, Inc., rights agent, relating to the declaration of Common Stock Purchase Rights to Apache's common stockholders of record on January 24, 1986 (incorporated by reference to Exhibit 4.9 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Commission File No. 1-4300) 4.5 Rights Agreement, dated January 31, 1996, between Apache Corporation and Norwest Bank Minnesota, N.A., rights agent, relating to the declaration of Preferred Stock Purchase Rights to Apache's common stockholders of record on January 31, 1996 (incorporated by reference to Exhibit (a) to Apache's Registration Statement on Form 8-A, dated January 24, 1996, Commission File No. 1-4300) * 5.1 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P., as to legality of issuance of Common Stock (incorporated by reference to Exhibit 5.1 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) *23.1 Consent of Arthur Andersen LLP (incorporated by reference to Exhibit 23.1 to Post-Effective Amendment No. 1 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on September 21, 1995) *23.2 Consent of Coopers & Lybrand, Chartered Accountants (incorporated by reference to Exhibit 23.2 to Post-Effective Amendment No. 1 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on September 21, 1995) *23.3 Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in Exhibit 5.1)(incorporated by reference to Exhibit 23.3 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) *23.4 Consent of Ryder Scott, Petroleum Engineers (incorporated by reference to Exhibit 23.4 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) *24.1 Power of Attorney (included as part of the signature pages in Part II) (incorporated by reference to Exhibit 24.1 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) ----------------- * Previously filed