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REGISTRATION NO. 333-79317
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO THE
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERADA HESS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C>
DELAWARE 13-4921002
(JURISDICTION OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
</TABLE>
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 997-8500
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING
POSTAL CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE)
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J. BARCLAY COLLINS II
AMERADA HESS CORPORATION
1185 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
(212) 997-8500
(NAME, ADDRESS, INCLUDING POSTAL CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
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MARK L. WEISSLER CHARLES S. WHITMAN, III, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY LLP DAVIS POLK & WARDWELL
1 CHASE MANHATTAN PLAZA 450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10017
(212) 530-5446 (212) 450-4000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
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, please check the following box
and list the Securities Act 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, 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,
please check the following box. [ ]
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE AMENDED. WE CANNOT
SELL THESE DEBT SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE DEBT SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE DEBT
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED SEPTEMBER 15, 1999
PROSPECTUS
Amerada Hess Corporation
$1,500,000,000
Debt Securities
We will provide specific terms of these debt securities in supplements to this
prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest.
We may list the debt securities on the New York Stock Exchange.
This prospectus may not be used to sell debt securities unless accompanied by a
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1999.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC
using a shelf registration process. Under this shelf process, we may sell any
combination of the debt securities described in this prospectus in one or more
offerings up to a total dollar amount of $1,500,000,000. This prospectus
describes generally the debt securities we may offer. Each time we sell debt
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms in Washington, D.C. and
New York, New York. Please call the SEC at (800) SEC-0330 for further
information on the public reference rooms.
The SEC allows us to incorporate by reference the information we file with them,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we sell all of the debt securities:
- Annual Report on Form 10-K for the year ended December 31, 1998;
- Quarterly Reports on Form 10-Q for the quarters ended June 30, 1999 and
March 31, 1999; and
- Proxy Statement dated March 29, 1999.
You may request a copy of these filings at no cost by writing or telephoning us
at our principal executive offices at the following address and phone number:
Amerada Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
Attention: Corporate Secretary
(212) 997-8500
You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of these
debt securities in any state where the offer is prohibited. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of these documents.
We have filed exhibits with this registration statement that include the form of
proposed underwriting agreement and indenture. You should read the exhibits
carefully for provisions that may be important to you.
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AMERADA HESS CORPORATION
We are a Delaware corporation that, together with our subsidiaries, explores
for, produces, purchases, transports and sells crude oil and natural gas. We do
this mainly in the United States, United Kingdom, Norway, Denmark and Gabon, and
also in Azerbaijan, Brazil, Indonesia, Thailand and other parts of the world. We
also manufacture, purchase, transport and market refined petroleum products. We
own 50% of a refinery joint venture in the United States Virgin Islands, as well
as another refining facility, terminals and retail outlets located mainly on the
East Coast of the United States.
Our principal executive offices are located at 1185 Avenue of the Americas, New
York, NY 10036, and our telephone number is (212) 997-8500.
RECENT DEVELOPMENTS
During the second quarter of 1999, as part of our program to reshape our asset
base for improved returns, we reached agreement to sell our Gulf Coast
terminals, Southeast pipeline terminals and 40 retail sites located in Georgia
and South Carolina for an aggregate price of $308 million. We believe that these
assets were no longer strategic after the formation of our joint venture. The
sales of our Southeast pipeline terminals and the South Carolina retail sites
were completed on June 30, 1999 and the sales of our Gulf Coast terminals and
the remaining retail sites were completed at the end of July 1999. Following the
terminal sales, we will have 27 terminals remaining with an aggregate storage
capacity of approximately 25 million barrels concentrated in our East Coast
marketing areas.
In the first Brazilian oil licensing round in June 1999, we were awarded an
exploration block in the offshore Santos basin. We are the operator of this
block and have a 45% interest. The award is in addition to joint ventures signed
earlier in the year for two other exploration blocks offshore Brazil.
USE OF PROCEEDS
We will use the net proceeds from the sale of the debt securities for general
corporate purposes including repayment and refinancing of debt. The amount and
timing of the sales of debt securities will depend on market conditions and the
availability of other funds to us.
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RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges shows the coverage of earnings before
income taxes to fixed charges, which consist primarily of interest expense. Our
ratio of earnings to fixed charges for each of the periods ended is as follows:
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEARS ENDED DECEMBER 31,
JUNE 30, --------------------------------
1999 1998 1997 1996 1995 1994
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3.0 (a) 1.6 5.9 (b) 1.9
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(a) Losses, including special items, and fixed charges resulted in a less than
one-to-one earnings ratio. In 1998, the deficiency was $480 million. Losses
reflected special items of $285 million including asset and operating lease
impairments of $237 million.
(b) Losses, including special items, and fixed charges resulted in a less than
one-to-one earnings coverage ratio. In 1995, the deficiency was $326
million. Losses reflected special items of $457 million including asset
impairments of $584 million, partially offset by gains on asset sales and a
tax refund.
To calculate the ratio of earnings to fixed charges, we calculate earnings by
adding fixed charges other than capitalized interest to income before income
taxes. By fixed charges we mean total interest, including capitalized interest,
and a portion of long-term rent expense that we believe represents the interest
factor of our rent expense. Earnings and fixed charges exclude our share of
earnings and fixed charges of our refinery joint venture in the United States
Virgin Islands.
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DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our direct unsecured
obligations. The debt securities will be issued in one or more series under an
indenture between us and The Chase Manhattan Bank, as trustee. The indenture
will be qualified under the Trust Indenture Act of 1939. The indenture is
governed by New York law.
This prospectus briefly outlines the main indenture provisions. The indenture
has been filed as an exhibit to the registration statement and you should read
the indenture for provisions that may be important to you.
GENERAL
The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. The indenture does not limit the amount of debt we may
issue under the indenture or otherwise. We may issue the debt securities in one
or more series with the same or various maturities, at a price of 100% of their
principal amount or at a premium or a discount.
The prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
- the title of the debt securities;
- the total principal amount of the debt securities;
- the percentage of the principal amount at which the debt securities will
be issued;
- the date or dates on which principal will be payable and whether the debt
securities will be payable on demand on any date;
- the interest rate or rates and the method for calculating the interest
rate;
- the interest payment dates;
- the maturity dates;
- optional or mandatory redemption terms;
- any mandatory or sinking fund provisions;
- authorized denominations;
- the currency in which the debt securities will be denominated;
- whether the principal and any premium or interest is payable in a
different currency than the currency in which the debt securities are
denominated, including a currency other than U.S. dollars;
- the manner in which any payments of principal and any premium or interest
will be calculated, if the payment will be based on an index or formula;
- whether the debt securities are to be issued as individual certificates
to each holder or in the form of global securities held by a depositary
on behalf of holders or in uncertificated form;
- whether the debt securities will be issued as registered securities or as
bearer securities;
- information describing any book-entry features;
- whether and under what circumstances we will pay additional amounts on
any debt securities held by a person who is not a United States person
for tax purposes and whether we can redeem the debt securities if we have
to pay additional amounts;
- provisions, other than those already in the indenture, that allow for the
discharge of our obligations under the indenture; and
- any other terms.
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We may issue debt securities of any series as registered securities or bearer
securities or both. In addition, we may issue uncertificated securities. Unless
we state otherwise in a prospectus supplement, we will not offer, sell or
deliver any bearer debt securities, including any bearer securities issued in
temporary or permanent global form, to any United States person. By "United
States person" we mean a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or of any of its political subdivisions, or an estate
or trust whose income is subject to United States federal income taxation
regardless of its source.
PAYMENT AND TRANSFER
We will normally issue the debt securities in book-entry only form, which means
that they will be represented by one or more permanent global certificates
registered in the name of The Depository Trust Company, New York, New York
("DTC"), or its nominee. We will refer to this form here and in the prospectus
supplement as "book-entry only."
Alternatively, we may issue the debt securities in certificated form registered
in the name of the holder. Under these circumstances, holders may receive
certificates representing the debt securities. Debt securities in certificated
form will be issued only in increments of $1,000 and will be exchangeable
without charge except for reimbursement of taxes or other governmental charges,
if any. We will refer to this form in the prospectus supplement as
"certificated."
If we issue original issue discount debt securities, we will describe the
special United States federal income tax and other considerations of a purchase
of original issue discount debt securities in the prospectus supplement. By
"original issue discount debt securities," we mean securities that are issued at
a substantial discount below their principal amount because they pay no interest
or pay interest that is below market rates at the time of issuance.
The following discussion pertains to debt securities that are issued in
book-entry only form.
One or more global securities would be issued to DTC or its nominee. DTC would
keep a computerized record of its participants (for example, your broker) whose
clients have purchased the debt securities. The participant would then keep a
record of its clients who purchased the debt securities. A global security may
not be transferred, except that DTC, its nominees and their successors may
transfer an entire global security to one another.
Under book-entry only, we will not issue certificates to individual holders of
the debt securities. Beneficial interests in global securities will be shown on,
and transfers of global securities will be made only through, records maintained
by DTC and its participants.
DTC has provided us with the following information. DTC is:
- a limited-purpose trust company organized under the New York Banking Law;
- a "banking organization" within the meaning of the New York Banking Law;
- a member of the United States Federal Reserve System;
- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
- a "clearing agency" registered under Section 17a of the Securities
Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
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DTC's book-entry system is also used by other organizations such as securities
brokers and dealers, banks and trust companies that work through a participant.
The rules that apply to DTC and its participants are on file with the SEC.
DTC is owned by a number of its participants and by The New York Stock Exchange,
Inc., The American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and the
trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, we and the trustee will have no direct responsibility or
liability to pay amounts due on the securities to owners of beneficial interests
in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records as of the record date for such payment. In addition, it
is DTC's current practice to assign any consenting or voting rights to
participants whose accounts are credited with securities on a record date, by
using an omnibus proxy. Payments by participants to owners of beneficial
interests in the global securities, and voting by participants, will be governed
by the customary practices between the participants and owners of beneficial
interests, as is the case with debt securities held for the account of customers
registered in "street name". However, these payments will be the responsibility
of the participants and not of DTC, the trustee or us.
Debt securities represented by a global security would be exchangeable for debt
securities represented by certificates with the same terms in authorized
denominations only if:
- DTC notifies us that it is unwilling or unable to continue as depository
or if DTC ceases to be a clearing agency registered under applicable law;
or
- we instruct the trustee that the global security is now exchangeable; or
- an event of default has occurred and is continuing.
COVENANTS
We have agreed to some restrictions on our activities for the benefit of holders
of the debt securities. The restrictive covenants summarized below will apply
(unless the covenants are waived or amended) so long as any of the debt
securities are outstanding unless the prospectus supplement states otherwise. We
have provided a glossary at the end of this prospectus to define capitalized
terms used in the covenants. The prospectus supplement may contain different
covenants. In the covenants, all references to us, we, our and ours mean Amerada
Hess Corporation only and not any of our subsidiaries.
Limitation on Secured Indebtedness. We have agreed that we will not, and we
will not permit any of our Restricted Subsidiaries to, create, assume, incur or
guarantee any Secured Indebtedness unless we secure these debt securities to the
same extent as the Secured Indebtedness. However, we may incur Secured
Indebtedness without securing these debt securities if, immediately after
incurring the Secured Indebtedness, the aggregate amount of all Secured
Indebtedness and the Attributable Debt payable under leases entered into in
connection with sale and leaseback transactions subject to the amount limitation
described below would not exceed 15% of Consolidated Net Tangible Assets. The
aggregate amount of all Secured Indebtedness in the preceding sentence excludes
Secured Indebtedness that is secured to the same extent as these debt securities
and Secured Indebtedness that is being repaid concurrently.
Limitation on Sale and Leaseback Transactions. We have agreed that we will not,
and we will not permit any of our Restricted Subsidiaries to, enter into any
lease longer than three years covering any Principal
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Property of ours or of any of our Restricted Subsidiaries that is sold to any
other person in connection with the lease, unless immediately after consummation
of the sale and leaseback transaction either:
- the sum of the Attributable Debt and the aggregate amount of all Secured
Indebtedness, excluding Secured Indebtedness which is secured to the same
extent as these debt securities or that is being repaid concurrently,
does not exceed 15% of Consolidated Net Tangible Assets; or
- an amount equal to the net proceeds received in connection with such sale
is used within 180 days to retire or redeem indebtedness of ours or our
Restricted Subsidiaries, the proceeds are at least equal to the fair
market value of the property sold and the trustee is informed of the
transaction.
CONSOLIDATION, MERGER OR SALE
We have agreed not to consolidate with or merge into any other person or convey
or transfer substantially all of our properties and assets to any person,
unless:
- the successor is a U.S. corporation; and
- the successor corporation expressly assumes by a supplemental indenture
the due and punctual payment of the principal of and any premium or any
interest on all the debt securities and the performance of every covenant
in the indenture that we would otherwise have to perform.
MODIFICATION OF THE INDENTURE
Under the indenture, our rights and obligations and the rights of the holders
may be modified if the holders of a majority in aggregate principal amount of
the outstanding debt securities of all series voting as a single class affected
by the modification consent. However, no modification of the principal or
interest payment terms, and no modification reducing the percentage required for
modifications, is effective against any holder without its consent.
EVENTS OF DEFAULT
When we use the term "Event of Default" in the indenture, here are some examples
of what we mean.
Unless otherwise specified in a prospectus supplement, an Event of Default with
respect to a series of debt securities occurs if:
- we fail to pay the principal of, or any premium on, any debt security
when due;
- we fail to pay interest when due on any debt security for 30 days;
- we fail to perform any other covenant in the indenture and this failure
continues for 60 days after we receive written notice of it from the
trustee or from the holders of 25% in principal amount of the outstanding
debt securities of the series;
- we default under any other loans or similar indebtedness in an amount in
excess of $50,000,000 and that default results in the acceleration of the
loan and the situation continues for a period of 20 days after we receive
written notice from the trustee or from holders of 25% of the principal
amount of the outstanding securities of such series; or
- we or a court take certain actions relating to the bankruptcy, insolvency
or reorganization of Amerada Hess Corporation for the benefit of our
creditors.
A supplemental indenture may include, or pursuant to a resolution from our board
of directors there may be added, additional Events of Default or changes to the
Events of Default described above with respect to a particular series of debt
securities. For the Events of Default applicable to a particular series of debt
securities, see the prospectus supplement relating to the series.
The trustee may withhold notice to the holders of debt securities of any default
(except in the payment of principal or interest) if it considers withholding of
notice to be in the best interests of the holders. No
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notice of a covenant default may be given until 30 days after the default
occurs. By default we mean any event which is an Event of Default described
above or would become an Event of Default with the giving of notice or the
passage of time.
If a payment Event of Default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series may require us to repay immediately:
- the entire principal of the debt securities of the series or, if the debt
securities are original issue discount securities, the portion of the
principal described in the applicable prospectus supplement; and
- all the accrued interest.
If the default results from a failure to perform a covenant or the acceleration
of other indebtedness, the trustee or the holders of 25% in aggregate principal
amount of all debt securities may require the immediate payment of principal and
interest. If the default is in connection with an event of bankruptcy or similar
event, the principal and interest will become immediately due and payable.
The holders of a majority of the principal amount of the debt securities of the
affected series can rescind this accelerated payment requirement or waive any
past default or Event of Default or allow us to not comply with any indenture
provision. However, rescission is not permitted if there is a default in payment
of principal of, or premium or interest on, any of the debt securities of the
series apart from the acceleration itself.
Other than its duties during a default, the trustee is not obligated to exercise
any of its rights or powers under the indenture at the request, order or
direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this indemnity, the holders of 25% of the principal
amount of any series of debt securities may, subject to limitations, direct the
time, method and place of conducting any proceeding or any remedy available to
the trustee, or exercising any power conferred on the trustee, for any series of
debt securities.
DEFEASANCE
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. Unless otherwise indicated in an applicable
prospectus supplement, if we deposit with the trustee sufficient cash or
government securities to pay the principal, interest, any premium and any other
sums due to the stated maturity date or a redemption date of the debt securities
of a particular series, then we will either be discharged from any and all
obligations in respect of any series of debt securities or we will no longer be
under any obligation to comply with restrictive covenants under the indenture
and certain Events of Default will no longer apply to us.
If this happens, the holders of the debt securities of the affected series will
not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. These holders may look only to the deposited funds or
obligations for payment.
We must deliver to the trustee a ruling by the United States Internal Revenue
Service or an opinion of counsel to the effect that the deposit and related
defeasance would not cause the holders of the debt securities to recognize
income, gain or loss for federal income tax purposes.
CONCERNING THE TRUSTEE
The trustee has loaned money to us and provided other services to us in the past
and may do so in the future as a part of its regular business.
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PLAN OF DISTRIBUTION
We may sell the offered debt securities through underwriters or dealers, through
agents or directly to one or more purchasers.
SALE THROUGH UNDERWRITERS
If we use underwriters in the sale, they will acquire the debt securities for
their own account. The underwriters may resell the debt securities in one or
more transactions, including negotiated transactions at a fixed public offering
price or at varying prices determined at the time of sale. The obligations of
the underwriters to purchase the debt securities will be subject to conditions.
The underwriters will be obligated to purchase all the debt securities of the
series offered if any of the debt securities are purchased. The underwriters
from time to time may change any initial public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers.
SALE THROUGH AGENTS
We may sell offered debt securities through agents we designate. Unless
indicated in the prospectus supplement, the agents have agreed to use their
reasonable best efforts to solicit purchases for the period of their
appointment.
DIRECT SALES
We also may sell offered debt securities directly. In this case, no underwriters
or agents would be involved.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of the
offered debt securities may be underwriters as defined in the Securities Act of
1933. Any discount or commissions they receive from us and any profit they
receive on the resale of the offered debt securities may be treated as
underwriting discounts and commissions under the Securities Act. We will
identify any underwriters or agents, and describe their compensation, in a
prospectus supplement.
We may agree with the underwriters, dealers and agents to indemnify them against
civil liabilities, including liabilities under the Securities Act. We may also
agree to contribute to payments that the underwriters, dealers or agents may be
required to make. Underwriters, dealers and agents may engage in transactions
with, or perform services for, us or our subsidiaries in the ordinary course of
their businesses.
LEGAL OPINIONS
Milbank, Tweed, Hadley & McCloy LLP, New York, New York, will issue an opinion
about the legality of the offered debt securities for us. Davis Polk & Wardwell,
New York, New York, will issue such an opinion on behalf of any agent,
underwriter or dealer.
EXPERTS
The consolidated balance sheet of Amerada Hess Corporation as of December 31,
1998 and 1997 and the statements of consolidated income, retained earnings,
changes in common stock and capital in excess of par value, cash flows and
comprehensive income for each of the three years in the period ended December
31, 1998, incorporated by reference in this Form S-3, have been incorporated
into this prospectus in reliance on the report of Ernst & Young LLP, independent
auditors, given on the authority of that firm as experts in accounting and
auditing.
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GLOSSARY
We have used the following definitions in describing the restrictive covenants
that we have agreed to in the indenture. You can also find the precise legal
definitions of these terms in Section 1.01 of the indenture.
"Attributable Debt" means, when used in connection with a sale and lease-back
transaction referred to in the indenture, on the date upon which the amount is
to be determined, the product of
- the net proceeds from the sale and lease-back transaction multiplied by
- a fraction, the numerator of which is the number of full years of the
term of the lease relating to the property involved in that sale and
lease-back transaction remaining on that date and the denominator of
which is the number of full years on the term of that lease measured from
the first day of the term.
"Consolidated Net Tangible Assets" means our total assets and those of our
consolidated subsidiaries, less current liabilities and intangible assets.
"Principal Property" means any oil or gas producing property, onshore or
offshore, or any refining or manufacturing plant owned or leased under a capital
lease by us or any of our Restricted Subsidiaries, but does not include any
property that has been determined by a resolution of our board of directors not
to be of material importance to the business conducted by us and our
subsidiaries taken as a whole.
"Restricted Subsidiary" means any Subsidiary that owns or leases, under a
capital lease, any Principal Property.
"Secured Indebtedness" means indebtedness of ours or any Restricted Subsidiary
for borrowed money secured by any lien on (or in respect of any conditional sale
or other title retention agreement covering) any Principal Property or the stock
or indebtedness of a Restricted Subsidiary, but excluding from such definition
all indebtedness:
- secured by liens (or arising from conditional sale or other title
retention agreements) existing on the date of the indenture;
- owing to us or any other Restricted Subsidiary;
- secured by liens on Principal Property or the stock or indebtedness of
Restricted Subsidiaries and existing at the time of acquisition thereof;
- in connection with industrial development bond, pollution control revenue
bond or similar financings;
- secured by purchase money security interests;
- secured by liens existing at the time a corporation becomes a Restricted
Subsidiary;
- statutory liens, liens made in connection with bids and other standard
exempted liens;
- liens on oil and/or gas properties or other mineral interests arising as
a security in connection with conducting certain business;
- royalties and other payments to be paid out of production from oil and/or
gas properties or other mineral interests from the proceeds from their
sale; and
- constituting any replacement, extension or renewal of any such
indebtedness to the extent such indebtedness is not increased.
"Subsidiary" means, with respect to any person, any corporation, association or
other business entity of which more than 50% of the outstanding voting equity is
owned, directly or indirectly, by such person and one or more other subsidiaries
of such person.
11
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $417,000
Printing and engraving expenses............................. 50,000
Trustees fees............................................... 10,000
Legal fees and expenses..................................... 100,000
Accounting fees and expenses................................ 25,000
Other expenses.............................................. 18,000
--------
Total expenses.................................... $620,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Amerada Hess Corporation is a Delaware corporation subject to the applicable
provisions of the Delaware General Corporation Law (the "DGCL") related to the
limitation of director liability, indemnification of directors and officers and
insurance against director and officer liability maintained by a corporation on
behalf of directors and officers.
The DGCL permits a corporation's certificate of incorporation to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director
provided that the relevant provision does not eliminate or limit the liability
of a director (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) for
unlawful payment of a dividend or approval of an unlawful stock purchase or
redemption or (d) for any transaction from which the director derived an
improper personal benefit.
The DGCL permits a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation), by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
the relevant conduct was unlawful.
In any threatened, pending or completed action or suit by or in the right of a
corporation, the DGCL permits a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any such action or suit by
reason of the fact that such person acted in any of the capacities set forth
above against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim or issue as
to which such person shall have been adjudged liable to the corporation unless
and only to the extent that the Court of Chancery or the court in which such
action was brought determines on application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses as the Court of Chancery
or such other court deems proper.
The DGCL requires a corporation to indemnify a director or officer who has been
successful on the merits or otherwise in the defense of any action, suit or
proceeding referred to in the previous two paragraphs or
II-1
<PAGE> 14
in defense of any claim, issue or matter therein against expenses actually and
reasonably incurred in connection therewith. Corporations may pay expenses
incurred by an officer or director in defending any proceeding in advance of the
final disposition of the matter on receipt of an undertaking by or on behalf of
such person to repay such amount if it is ultimately determined that the person
is not entitled to indemnity. The indemnification provided for by the DGCL is
not exclusive of any other rights to which the indemnified party may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
Amerada Hess Corporation's Restated Certificate of Incorporation and by-laws
provide in effect for the indemnification by Amerada Hess Corporation of each
director and officer of Amerada Hess Corporation to the fullest extent permitted
by applicable law. The Underwriting Agreement in connection with the offering of
debt securities provides for the underwriters to indemnify Amerada Hess
Corporation and certain other persons including the directors against certain
liabilities.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
1 Form of Underwriting Agreement for Debt Securities*
4 Form of Indenture including form of Note*
5 Opinion of Milbank, Tweed, Hadley & McCloy LLP*
12 Statement re Computation of Ratios
23.1 Consent of Ernst & Young, LLP, Independent Auditors
23.2 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 5)*
25 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank, as trustee under
the Indenture*
</TABLE>
- ---------------
* Filed previously.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the debt securities offered
therein, and the offering of such debt securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the debt securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities and Exchange Act of
1934 that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the debt
securities offered herein, and the offering of such debt securities at
that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15
II-2
<PAGE> 15
above, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the debt securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 16
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 AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON SEPTEMBER 15,
1999.
AMERADA HESS CORPORATION
By /s/ JOHN Y. SCHREYER
------------------------------------
(John Y. Schreyer)
Executive Vice President and
Chief Financial Officer
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JOHN B. HESS* Director, Chairman of September 15, 1999
- --------------------------------------------------- the Board and
(John B. Hess) Chief Executive Officer
(Principal Executive Officer)
/s/ W.S.H. LAIDLAW* Director, President and Chief September 15, 1999
- --------------------------------------------------- Operating Officer
(W.S.H. Laidlaw)
Director September 15, 1999
- ---------------------------------------------------
(Nicholas F. Brady)
/s/ J. BARCLAY COLLINS II* Director September 15, 1999
- ---------------------------------------------------
(J. Barclay Collins II)
/s/ PETER S. HADLEY* Director September 15, 1999
- ---------------------------------------------------
(Peter S. Hadley)
/s/ EDITH E. HOLIDAY* Director September 15, 1999
- ---------------------------------------------------
(Edith E. Holiday)
/s/ WILLIAM R. JOHNSON* Director September 15, 1999
- ---------------------------------------------------
(William R. Johnson)
/s/ THOMAS H. KEAN* Director September 15, 1999
- ---------------------------------------------------
(Thomas H. Kean)
</TABLE>
II-4
<PAGE> 17
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ FRANK A. OLSON* Director September 15, 1999
- ---------------------------------------------------
(Frank A. Olson)
/s/ ROGER B. ORESMAN* Director September 15, 1999
- ---------------------------------------------------
(Roger B. Oresman)
/s/ JOHN Y. SCHREYER Director, Executive Vice September 15, 1999
- --------------------------------------------------- President and
(John Y. Schreyer) Chief Financial Officer
(Principal Accounting and
Financial Officer)
/s/ WILLIAM I. SPENCER* Director September 15, 1999
- ---------------------------------------------------
(William I. Spencer)
/s/ ROBERT N. WILSON* Director September 15, 1999
- ---------------------------------------------------
(Robert N. Wilson)
/s/ ROBERT F. WRIGHT* Director September 15, 1999
- ---------------------------------------------------
(Robert F. Wright)
*By: /s/ JOHN Y. SCHREYER
---------------------------------------------
Attorney-in-fact
</TABLE>
II-5
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
1 Form of Underwriting Agreement for Debt Securities*
4 Form of Indenture including form of Note*
5 Opinion of Milbank, Tweed, Hadley & McCloy LLP*
12 Statement re Computation of Ratios
23.1 Consent of Ernst & Young, LLP, Independent Auditors
23.2 Consent of Milbank, Tweed, Hadley & McCloy LLP (included in
Exhibit 5)*
25 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of The Chase Manhattan Bank, as trustee under
the Indenture*
</TABLE>
- ---------------
* Filed previously.
<PAGE> 1
EXHIBIT 12
AMERADA HESS CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS YEAR ENDED DECEMBER 31,
ENDED --------------------------------------------------------
JUNE 30, 1999 1998 1997 1996 1995 1994
------------- --------- -------- ---------- --------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Earnings (losses)
Consolidated income (loss)
before income taxes........... $204,329 $(514,111) $126,585 $1,013,944 $(352,649) $235,812
Fixed charges (excluding
capitalized interest)......... 95,770 192,838 182,632 209,517 287,758 279,449
Amortization of capitalized
interest...................... 9,092 19,189 22,821 27,099 40,453 38,534
Minority interest in
consolidated subsidiary with
fixed charges................. 12,151 5,117 5,141 -- -- --
Undistributed earnings of equity
investees..................... (15,914) 29,844 (31,525) (25,084) (16,132) (14,180)
Distributed earnings of equity
investees..................... 10,259 3,586 2,086 2,086 2,231 5,086
-------- --------- -------- ---------- --------- --------
Total earnings
(losses)............... $315,687 $(263,537) $307,740 $1,227,562 $ (38,339) $544,701
======== ========= ======== ========== ========= ========
Fixed Charges
Interest expensed............... $ 77,241 $ 152,934 $136,149 $ 165,501 $ 247,465 $245,149
Interest capitalized............ 10,800 23,559 10,284 -- -- --
-------- --------- -------- ---------- --------- --------
Total interest incurred
(including amortization
of debt discount)...... 88,041 176,493 146,433 165,501 247,465 245,149
Portion of rent expense
representative of
interest(a)................... 18,529 39,904 46,483 44,016 40,293 34,300
-------- --------- -------- ---------- --------- --------
Total fixed charges...... $106,570 $ 216,397 $192,916 $ 209,517 $ 287,758 $279,449
======== ========= ======== ========== ========= ========
Ratio of earnings to fixed
charges......................... 3.0 (b) 1.6 5.9 (c) 1.9
======== ========= ======== ========== ========= ========
</TABLE>
- ---------------
(a) Represents management's estimate of the interest portion of rent expense.
(b) In 1998, fixed charges of $216,397 combined with losses of $263,537 resulted
in a deficiency of $479,934 in the ratio of earnings to fixed charges. The
1998 loss of $514,111 included special items of $284,679, including $237,000
for impairment of assets and operating leases.
(c) In 1995, fixed charges of $287,758 combined with losses of $38,339 resulted
in a deficiency of $326,097 in the ratio of earnings to fixed charges. The
1995 loss of $352,649 included special items of $456,689, including $584,161
for impairment of assets, partially offset by gains on asset sales and a tax
refund.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 and related Prospectus of Amerada Hess
Corporation for the registration of their debt securities and to the
incorporation by reference therein of our reports dated February 22, 1999, with
respect to the consolidated financial statements of Amerada Hess Corporation
incorporated by reference in its Annual Report on Form 10-K for the year ended
December 31, 1998, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
New York, New York
September 15, 1999
