-----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, KdsTmEyXtJSEXGAcmGftxuh63MESUQVeiEO362bd/oT8sA/SSBHUqsmfvyyEDacF 8U2uwpjKF11Gg7XIpFo70g== 0000950129-96-000637.txt : 19960426 0000950129-96-000637.hdr.sgml : 19960426 ACCESSION NUMBER: 0000950129-96-000637 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960419 SROS: CSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-02639 FILM NUMBER: 96548587 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 S-3 1 APACHE CORPORATION 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 1996 REGISTRATION NO. 333- - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- APACHE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE NO. 41-0747868 (State of incorporation) (I.R.S. Employer Identification Number) ONE POST OAK CENTRAL Z. S. KOBIASHVILI 2000 POST OAK BOULEVARD, SUITE 100 ONE POST OAK CENTRAL HOUSTON, TEXAS 77056-4400 2000 POST OAK BOULEVARD, SUITE 100 (713) 296-6000 HOUSTON, TEXAS 77056-4400 (Address, including zip code, and (713) 296-6000 telephone number, including area code, of (Name, address, including zip code, and registrant's executive offices) telephone number, including area code, of agent for service)
Copies to: RALPH K. MILLER, JR. CRAIG E. CHAPMAN WOODARD HALL & PRIMM, P.C. BROWN & WOOD 7100 TEXAS COMMERCE TOWER ONE WORLD TRADE CENTER HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10048-0557
--------------------- 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, 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 ("Securities Act"), 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ (No. 33-63923) If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act 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. / / CALCULATION OF REGISTRATION FEE
======================================================================================================= PROPOSED MAXIMUM PROPOSED MAXIMUM AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(3) PER UNIT(1) PRICE FEE - - ------------------------------------------------------------------------------------------------------- Debt Securities and Special Mandatory Purchase Right(2)................... $30,000,000 100% $30,000,000 $10,345.00 =======================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee. (2) Subject to note (3) below, there are being registered hereunder an indeterminate principal amount of Debt Securities. If any Debt Securities are being issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $30,000,000 less the dollar amount of any securities previously issued hereunder. In the event the Registrant elects to offer to the public Debt Securities which include any Special Mandatory Purchase Right, no separate consideration shall be paid for such Mandatory Purchase Right. (3) In no event will the aggregate initial offering price of all Debt Securities issued from time to time pursuant to this Registration Statement exceed $30,000,000. Any Debt Securities registered hereunder may be sold separately or as units with other Debt Securities registered hereunder. - - -------------------------------------------------------------------------------- - - -------------------------------------------------------------------------------- 2 The contents of the registration statement on Form S-3 (No. 33-63923) filed by Apache Corporation pursuant to the Securities Act of 1933, as amended, are hereby incorporated by reference in this Registration Statement. 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 requirements for filing on Form S-3 and has duly caused this 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: April 19, 1996 By: /s/ RAYMOND PLANK -------------------------------- Raymond Plank Chairman and Chief Executive Officer POWER OF ATTORNEY The undersigned directors and officers of Apache Corporation do hereby constitute and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and Mark A. Jackson, and each of them, with full power of substitution, our true and lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any and all amendments (including post-effective amendments) to this Registration Statement; and each of the undersigned does hereby ratify and confirm all that said attorneys-in-fact shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - - --------------------------------------------- ------------------------------- --------------- /s/ RAYMOND PLANK Chairman and Chief Executive April 19, 1996 - - --------------------------------------------- Officer (Principal Executive Raymond Plank Officer) /s/ MARK A. JACKSON Vice President and Chief April 19, 1996 - - --------------------------------------------- Financial Officer (Principal Mark A. Jackson Financial Officer) /s/ THOMAS L. MITCHELL Controller and Chief April 19, 1996 - - --------------------------------------------- Accounting Officer Thomas L. Mitchell (Principal Accounting Officer) /s/ FREDERICK M. BOHEN Director April 19, 1996 - - --------------------------------------------- Frederick M. Bohen /s/ VIRGIL B. DAY Director April 19, 1996 - - --------------------------------------------- Virgil B. Day /s/ G. STEVEN FARRIS Director April 19, 1996 - - --------------------------------------------- G. Steven Farris /s/ RANDOLPH M. FERLIC Director April 19, 1996 - - --------------------------------------------- Randolph M. Ferlic /s/ EUGENE C. FIEDOREK Director April 19, 1996 - - --------------------------------------------- Eugene C. Fiedorek /s/ W. BROOKS FIELDS Director April 19, 1996 - - --------------------------------------------- W. Brooks Fields /s/ ROBERT V. GISSELBECK Director April 19, 1996 - - --------------------------------------------- Robert V. Gisselbeck Director April 19, 1996 - - --------------------------------------------- Stanley K. Hathaway Director April 19, 1996 - - --------------------------------------------- John A. Kocur /s/ JOSEPH A. RICE Director April 19, 1996 - - --------------------------------------------- Joseph A. Rice
4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - - -------------------- ------------------------------------------------------------------------ 1.1 -- Form of Distribution Agreement (Remarketed Notes) (filed as Exhibit 1.1 to Registrant's Registration Statement on Form S-3, SEC File No. 33-63923, dated November 2, 1995). 4.1 -- Indenture between the Company and Chemical Bank, Trustee, governing the Debt Securities (filed as Exhibit 4.1 to Registrant's Registration Statement on Form S-3, SEC File No. 33-63923, dated November 2, 1995). 4.2 -- Form of Note (Remarketed Notes) (filed as Exhibit 4.2 to Registrant's Registration Statement on Form S-3, SEC File No. 33-63923, dated November 2, 1995). 5.1 -- Opinion of legal counsel regarding legality of securities being registered. 8.1 -- Opinion of Woodard, Hall & Primm, P.C. as to certain United States federal income tax matters. 12.1 -- Statement of computation of ratio of earnings to fixed charges (incorporated by reference to Registrant's Current Report on Form 8-K dated February 22, 1996, SEC File No. 1-4300). 23.1 -- Consent of Arthur Andersen LLP. 23.2 -- Consent of Coopers & Lybrand, Chartered Accountants. 23.3 -- Consent of Arthur Andersen LLP. 23.4 -- Consent of Ryder Scott Company Petroleum Engineers (incorporated by reference to Registrant's Current Report on Form 8-K dated April 16, 1996, SEC File No. 1-4300). 23.5 -- Consent of Netherland, Sewell & Associates, Inc. (incorporated by reference to Registrant's Current Report on Form 8-K dated April 16, 1996, SEC File No. 1-4300). 23.6 -- Consent of Petrie Parkman & Co. (incorporated by reference to Registrant's Current Report on Form 8-K dated April 16, 1996, SEC File No. 1-4300). 23.7 -- Consent of legal counsel (included in Exhibit 5.1). 23.8 -- Consent of Woodard, Hall & Primm, P.C. (included in Exhibit 8.1). 23.9 -- Consent of Andrews & Kurth L.L.P. (incorporated by reference to Registrant's Current Report on Form 8-K dated April 16, 1996, SEC File No. 1-4300). 24.1 -- Power of Attorney (included as a part of the signature page of the Registration Statement). 25.1 -- Statement of Eligibility and Qualification under Trust Indenture Act of 1939 of Chemical Bank, Trustee, is filed separately on Form T-1 (filed as Exhibit 25.1 to Registrant's Registration Statement on Form S-3, SEC File No. 33-63923, dated November 2, 1995). 99.1 -- Form of Remarketing Agreement (Remarketed Notes) (filed as Exhibit 99.1 to Registrant's Registration Statement on Form S-3, SEC File No. 33-63923, dated November 2, 1995). 99.2 -- Third Amended and Restated Credit Agreement, dated March 1, 1995, among Registrant, the lenders named therein, and The First National Bank of Chicago, as Administrative Agent and Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for year ended December 31, 1994, SEC File No. 1-4300). 99.3 -- First Amendment to Third Amended and Restated Credit Agreement dated as of April 14, 1995, among Registrant, the lenders named therein, and the First National Bank of Chicago, as Administrative Agent and Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as Exhibit 99.3 to Registrant's Registration Statement on Form S-3, SEC File No. 33-63923, dated November 2, 1995).
5
EXHIBIT NUMBER DESCRIPTION - - -------------------- ------------------------------------------------------------------------ 99.4 -- Second Amendment to Third Amended and Restated Credit Agreement, dated October 23, 1995, among Registrant, the lenders named therein, and The First National Bank of Chicago, as Administrative Agent and Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as Exhibit 99.4 to Registrant's Registration Statement on Form S-3, SEC File No. 33-63923, dated November 2, 1995). 99.5 -- Third Amendment to Third Amended and Restated Credit Agreement, dated December 18, 1995, among Registrant, the lenders named therein, and The First National Bank of Chicago, as Administrative Agent and Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, SEC File No. 1-4300). 99.6 -- Fourth Amendment to Third Amended and Restated Credit Agreement, dated December 22, 1995, among Registrant, the lenders named therein, and The First National Bank of Chicago, as Administrative Agent and Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, SEC File No. 1-4300). 99.7 -- Fifth Amendment to Third Amended and Restated Credit Agreement, dated January 22, 1996, among Registrant, the lenders named therein, and The First National Bank of Chicago, as Administrative Agent and Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, SEC File No. 1-4300).
EX-5.1 2 OPINION OF LEGAL COUNSEL 1 EXHIBIT 5.1 April 19, 1996 Apache Corporation 2000 Post Oak Blvd, Suite 100 Houston, Texas 77056-4400 Ladies and Gentlemen: I am General Counsel to Apache Corporation, a Delaware corporation (the "Company"), and am rendering this opinion in my capacity as such in connection with the proposed offering from time to time of up to $180,000,000 principal amount of the Company's senior unsecured debt securities (the "Notes") to be issued in one or more series pursuant to an Indenture dated February 15, 1996 (the "Indenture") between the Company and Chemical Bank, Trustee. The Notes are described in the Company's registration statement on Form S-3 (No. 33-63923) (the "Registation Statement") and the Company's registration statement on Form S-3 related thereto filed pursuant to Rule 462(b) (the "Rule 462 Registration Statement"). The Notes are to be offered upon the terms and subject to the conditions set forth in a proposed Underwriting Agreement by and between the Company, Goldman Sachs & Co., Lehman Brothers, Inc., J.P. Morgan Securities, Inc. and First Chicago Capital Markets, inc., (the "Underwriting Agreement"). In connection therewith, I have examined the Registration Statement which was filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and declared effective on December 13, 1995, which covers $250,000,000 of the Company's senior unsecured debt securities, including $150,000,000 of the Notes. I have also examined the Rule 462 Registration Statement covering $30,000,000 of the Notes to be registered, which is to be filed with the Securities and Exchange Commission. I have examined originals or copies certified or otherwise identified to my satisfaction of the Restated Certificate of Incorporation of the Company and the Bylaws of the Company, each as amended to date, the corporate proceedings with respect to the offering of the Notes and such other documents and instruments as I have deemed necessary or appropriate for the expression of the opinions contained herein. I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me as originals, the conformity to original documents of all records, certificates and other instruments submitted to me as copies, the authenticity and completeness of originals of those records, certificates and other instruments submitted to me as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that I have examined. 2 April 19, 1996 Page 2 Based on the foregoing, and having regard for such legal considerations as I have deemed relevant, I am of the opinion that when the Notes have been duly authorized by the Company as contemplated by the Indenture and when duly executed by the proper officers of the Company, authenticated and delivered by the Trustee in accordance with the Indenture, and issued and sold pursuant to the terms of the Underwriting Agreement against payment of the consideration therefor, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles, and except further as enforcement thereof may be limited by (1) requirements that a claim with respect to any Notes denominated other than in US. dollars (or a foreign currency or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (2) governmental authority to limit, delay or prohibit the making of payments outside the United States. I hereby consent to the filing of this opinion as an exhibit to the Rule 462 Registration Statement and to the use of my name under the caption "Legal Matters" in the prospectus included or incorporated by reference therein. I further consent to the filing of this opinion as an Exhibit to the Company's Current Report on Form 8-K dated April 22, 1996, to be filed with the Commission and to incorporation by reference of this opinion in the Registration Statement. Very truly yours, EX-8.1 3 OPINION OF WOODARD, HALL & PRIMM, P.C. 1 EXHIBIT 8.1 April 19, 1996 Apache Corporation 2000 Post Oak Boulevard Suite 100 Houston, Texas 77056-4400 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as counsel for Apache Corporation, a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-3 (the "Registration Statement") relating to the registration under Rule 462(b) of the Securities Act of 1933, as amended, of up to an aggregate $30,000,000 principal amount of the Company's debt securities (the "Debt Securities"). The Debt Securities are to be issued from time to time in one or more series pursuant to an Indenture between the Company and Chemical Bank, dated as of February 15, 1996. The terms of the Debt Securities, which are set forth in the Registration Statement, are incorporated herein by reference. Based upon the terms of the Debt Securities, as set forth in the Registration Statement, we hereby confirm that the discussion set forth in the Registration Statement under the caption "Certain United States Federal Income Tax Considerations," except as otherwise stated therein, constitutes our opinion as to the material federal income tax considerations of the acquisition, holding and disposition of the Debt Securities. Pursuant to the provisions of Rule 436(a) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, we hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the references to us under the headings "Certain United States Federal Income Tax Considerations" and "Legal Matters" in the prospectus included therein. Very truly yours, EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 27, 1996 on the audited consolidated financial statements of Apache Corporation included in the Apache Corporation Annual Report on Form 10-K for the year ended December 31, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Houston, Texas April 16, 1996 EX-23.2 5 CONSENT OF COOPERS & LYBRAND, CHARTERED ACCOUNTANT 1 EXHIBIT 23.2 CONSENT OF COOPERS & LYBRAND We hereby consent to the incorporation by reference in this registration statement of our report dated February 13, 1995 on the audits of the consolidated financial statements of DEKALB Energy Company as of December 31, 1994 and 1993 and for the years ended December 31, 1994 and 1993; and to all references to our Firm included in this registration statement. Coopers & Lybrand Chartered Accountants Calgary, Alberta, Canada April 16, 1996 EX-23.3 6 CONSENT OF ARTHUR ANDERSEN LLP 1 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 23, 1996 on the audited consolidated financial statements of The Phoenix Resource Companies, Inc. included in the Apache Corporation Form 8-K dated April 16, 1996 and to all references to our Firm included in this registration statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Oklahoma City, Oklahoma April 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----