-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TvzXTbXdtslFdkl4SlpXiU08k48R0lrl8cDKawk0hpig9dkeWyXyDCy+5e71b1qf IOVEonnrjkfnLynzbGUhFA== 0000950129-02-006198.txt : 20021223 0000950129-02-006198.hdr.sgml : 20021223 20021223134635 ACCESSION NUMBER: 0000950129-02-006198 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-90147 FILM NUMBER: 02866555 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: ONE POST OAK CENTER STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 MAIL ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE FINANCE CANADA CORP CENTRAL INDEX KEY: 0001098142 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-90147-01 FILM NUMBER: 02866556 BUSINESS ADDRESS: STREET 1: 700 9TH AVE SW STE 1000 STREET 2: CALGARY ALBERTA CITY: CANADA T2P 3V4S BUSINESS PHONE: 4032611200 MAIL ADDRESS: STREET 1: 700 9TH AVE SW STE 1000 STREET 2: CALGARY ALBERTA CITY: CANADA T2P 3V4 POS AM 1 h02153a2posam.txt APACHE CORPORATION - P.E. AMEND.NO.2 - 333-90147 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2002 REGISTRATION NO. 333-90147 REGISTRATION NO. 333-90147-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- APACHE CORPORATION APACHE FINANCE CANADA CORPORATION (Exact name of registrant (Exact name of registrant as specified in its charter) as specified in its charter) DELAWARE NOVA SCOTIA (State or other jurisdiction (State or other jurisdiction of incorporation or organization) of incorporation or organization) NO. 41-0747868 TO BE APPLIED FOR (I.R.S. Employer (I.R.S. Employer Identification Number) Identification Number) ONE POST OAK CENTRAL SUITE 1000 2000 POST OAK BOULEVARD, SUITE 100 700-9TH AVE. S.W. HOUSTON, TEXAS 77056-4400 CALGARY, ALBERTA (713) 296-6000 CANADA T2P 3V4 (Address, including zip code, and (403) 261-1200 telephone number, including area code, of (Address, including zip code, registrant's executive offices) and telephone number, including area code, of registrant's executive offices) Z. S. KOBIASHVILI 2000 POST OAK BOULEVARD, SUITE 100 HOUSTON, TEXAS 77056-4400 (713) 296-6000 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: RALPH K. MILLER, JR. CRAIG E. CHAPMAN CHAMBERLAIN, HRDLICKA, WHITE, BROWN & WOOD LLP WILLIAMS & MARTIN ONE WORLD TRADE CENTER 1200 SMITH STREET, SUITE 1400 NEW YORK, NEW YORK 10048-0557 HOUSTON, TEXAS 77002-4310 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] --------------- THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 We previously registered up to $400,000,000 of our unsecured senior debt securities and guarantees for resale under a registration statement on Form S-3 filed with the Securities and Exchange Commission on November 2, 1999 and amended by an amendment filed on November 12, 1999 (Registration Nos. 333-90147, 333-90147-01). We have made one offering of debt securities and guarantees under the registration statement, $300,000,000 of our 7.75% Notes due 2029, leaving $100,000,000 principal amount of debt securities still available under the registration statement. By filing this post effective amendment no. 2, we hereby remove from registration all of the remaining $100,000,000 of debt securities and guarantees and the registration statement is hereby amended, as appropriate, to reflect this removal from registration. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits EXHIBIT NO. DESCRIPTION ----------- ----------- *1.1 -- The form of underwriting agreement will be filed as an exhibit to a current report of Apache and incorporated in this registration statement by reference. *4.1 -- Form of Indenture among Apache, Apache Finance and The Chase Manhattan Bank, as Trustee, governing the Debt Securities and the Guarantees. *5.1 -- Opinion of general counsel regarding legality of securities being registered. *5.2 -- Opinion of McInness, Cooper & Robertson regarding Apache Finance Canada Corporation. *8.1 -- Opinion of Chamberlain, Hrdlicka, White, Williams & Martin as to certain United States federal income tax matters. *8.2 -- Opinion of Bennett Jones as to certain Canadian federal income tax matters. *12.1 -- Statement of computation of ratios of earnings to fixed charges and to combined fixed charges and preferred stock dividends (incorporated by reference to Exhibit 12.1 to Apache's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, SEC File No. 1-4300). *23.1 -- Consent of Arthur Andersen LLP, Houston, Texas. *23.2 -- Consent of Ryder Scott Company Petroleum Engineers. *23.3 -- Consent of Netherland, Sewell & Associates, Inc. *23.4 -- Consent of general counsel (included in Exhibit 5.1). *23.5 -- Consent of Chamberlain, Hrdlicka, White, Williams & Martin (included in Exhibit 8.1). *23.6 -- Consent of Bennett Jones (included in Exhibit 8.2). *23.7 -- Consent of McInness, Cooper & Robertson (included in Exhibit 5.2). *24.1 -- Powers of Attorney (included in Part II as a part of the signature pages of the Registration Statement). *25.1 -- Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of The Chase Manhattan Bank, Trustee, is filed separately on Form T-1. - ---------- * Previously filed. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and 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 By: /s/ RAYMOND PLANK* ------------------------------ Raymond Plank, Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, as amended, this Post Effective Amendment No. 2 to the Registration Statement has been signed by an attorney-in-fact on behalf of the persons listed, in the capacities and on the date indicated. SIGNATURE TITLE - ---------------------------------- -------------------------------------- /s/ G. STEVEN FARRIS* President, Chief Executive Officer and - ---------------------------------- Chief Operating Officer and Director G. Steven Farris (Principal Executive Officer) /s/ ROGER B. PLANK* Executive Vice President and - --------------------------------- Chief Financial Officer Roger B. Plank (Principal Financial Officer) /s/ THOMAS L. MITCHELL* Vice President and Controller - ---------------------------------- (Principal Accounting Officer) Thomas L. Mitchell /s/ FREDERICK M. BOHEN* Director - ---------------------------------- Frederick M. Bohen /s/ RANDOLPH M. FERLIC* Director - ---------------------------------- Randolph M. Ferlic /s/ EUGENE C. FIEDOREK* Director - ---------------------------------- Eugene C. Fiedorek /s/ A. D. FRAZIER, JR.* Director - ---------------------------------- A. D. Frazier, Jr. Director - ---------------------------------- Patricia Albjerg Graham /s/ JOHN A. KOCUR* Director - --------------------------------- John A. Kocur /s/ GEORGE D. LAWRENCE JR.* Director - ---------------------------------- George D. Lawrence Jr. /s/ F. H. MERELLI* Director - ---------------------------------- F. H. Merelli Director - ---------------------------------- Rodmen D. Patton 4 Director - ---------------------------------- Charles J. Pittman /s/ RAYMOND PLANK* Director - ---------------------------------- Raymond Plank *By: /s/ Z. S. KOBIASHVILI - ---------------------------------- Z. S. Kobiashvili Attorney-in-Fact Dated: December 23, 2002 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Apache Finance Canada Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and 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 FINANCE CANADA CORPORATION By: /s/ G. STEVEN FARRIS* ------------------------------ G. Steven Farris Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post Effective Amendment No. 2 to the Registration Statement has been signed by an attorney-in-fact on behalf of the persons listed, in the capacities and on the date indicated. SIGNATURE TITLE --------- ----- /s/ G. STEVEN FARRIS* Chief Executive Officer - ---------------------------------- (Principal Executive Officer) G. Steven Farris /s/ ROGER B. PLANK* Executive Vice President and - ---------------------------------- Chief Financial Officer Roger B. Plank (Principal Financial Officer) /s/ THOMAS L. MITCHELL* Vice President and Controller - ---------------------------------- (Principal Accounting Officer) Thomas L. Mitchell /s/ G. STEVEN FARRIS* Director - ---------------------------------- G. Steven Farris /s/ FLOYD R. PRICE* Director - ---------------------------------- Floyd R. Price /s/ Z. S. KOBIASHVILI* Director - ---------------------------------- Z. S. Kobiashvili /s/ JOHN F. CURRAN* Director - ---------------------------------- John F. Curran /s/ JAMES G. SMELTZER* Director - ---------------------------------- James G. Smeltzer /s/ ROGER B. PLANK* Director - ---------------------------------- Roger B. Plank *By: /s/ Z. S. KOBIASHVILI - ---------------------------------- Z. S. Kobiashvili Attorney-in-Fact Dated: December 23, 2002 6 -----END PRIVACY-ENHANCED MESSAGE-----