AMERADA HESS CORP
POS AM, 2001-01-17
PETROLEUM REFINING
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    As filed with the Securities and Exchange Commission on January 17, 2001
                                                      Registration No. 333-50358
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-4
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            AMERADA HESS CORPORATION
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                      1311
            (Primary Standard Industrial Classification Code Number)

                                   13-4921002
                      (I.R.S. Employer Identification No.)

                           1185 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 997-8500
                        (Address, including ZIP code, and
                           telephone number, including
                           area code, of registrant's
                               principal executive
                                    offices)

                           J. BARCLAY COLLINS II, ESQ.
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                            AMERADA HESS CORPORATION
                           1185 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 997-8500
    (Name, address, including ZIP code, and telephone number, including area
                          code, of agent for service)

                                   Copies to:
                            TIMOTHY B. GOODELL, ESQ.
                                WHITE & CASE LLP
                           1155 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10036
                                 (212) 819-8259


     Approximate  date of  commencement  of  proposed  sale to the  public:  Not
Applicable.

     If 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 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. |_| ___________

     If this Form is a  post-effective  amendment  filed pursuant to Rule 462(d)
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. |_| ___________


<PAGE>


                                EXPLANATORY NOTE

     The purpose of this  Post-Effective  Amendment  No. 1 to this  Registration
Statement on Form S-4 (the "Registration Statement") of Amerada Hess Corporation
("Amerada Hess") is to deregister the 17,200,000  shares of Amerada Hess' common
stock,  par value $1.00 per share,  that were not issued in connection  with the
offer (the "Offer") by Amerada Hess for (i) all issued and to be issued ordinary
shares of 25p each ("LASMO Shares") of LASMO plc ("LASMO") and (ii) all American
Depositary Shares of LASMO,  each representing  three LASMO Shares and evidenced
by American Depositary  Receipts.  The Offer expired on January 12, 2001 without
the conditions to the Offer being satisfied.
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly
caused  this  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 the 17th day of January, 2001.

                                           AMERADA HESS CORPORATION


                                           By /s/ J. BARCLAY COLLINS II
                                             -------------------------
                                             Name: J. Barclay Collins II
                                             Title: Executive Vice President and
                                                    General Counsel
<PAGE>
                                POWER OF ATTORNEY

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  registration  statement has been signed below by the following  persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>

  SIGNATURE                                     TITLE                                              DATE
  ---------                                     -----                                              ----

<S>                                             <C>                                                <C>
   /s/ JOHN B. HESS*
  ---------------------------
  John B. Hess                                  Director, Chairman of the Board and                January 17, 2001
                                                Chief Executive Officer  (Principal
                                                Executive Officer)



   /s/ W.S.H. LAIDLAW*
  --------------------
  W.S.H. Laidlaw                                Director, President and Chief Operating            January 17, 2001
                                                Officer



   /s/ NICHOLAS F. BRADY*
  -----------------------
  Nicholas F. Brady                             Director                                           January 17, 2001



   /s/ J. BARCLAY COLLINS II*
  ---------------------------
  J. Barclay Collins II                         Director                                           January 17, 2001



   /s/ PETER S. HADLEY*
  ---------------------
  Peter S. Hadley                               Director                                           January 17, 2001



   /s/ EDITH E. HOLIDAY*
  ----------------------
  Edith E. Holiday                              Director                                           January 17, 2001



   /s/ WILLIAM R. JOHNSON*
  ------------------------
  William R. Johnson                            Director                                           January 17, 2001



   /s/ THOMAS H. KEAN*
  --------------------
  Thomas H. Kean                                Director                                           January 17, 2001



   /s/ FRANK A. OLSON*
  ---------------------------
  Frank A. Olson                                Director                                           January 17, 2001



   /s/ ROGER B. ORESMAN*
  ----------------------
  Roger B. Oresman                              Director                                           January 17, 2001



   /s/ JOHN Y. SCHREYER*
  ----------------------
  John Y. Schreyer                              Director, Executive Vice President and             January 17, 2001
                                                Chief Financial Officer (Principal
                                                Accounting and Financial Officer)



   /s/ WILLIAM I. SPENCER*
  ------------------------
  William I. Spencer                            Director                                           January 17, 2001



   /s/ ROBERT N. WILSON*                        Director                                           January 17, 2001
  ----------------------
  Robert N. Wilson



   /s/ ROBERT F. WRIGHT*
  ----------------------
  Robert F. Wright                              Director                                           January 17, 2001



         *By: /s/ J. BARCLAY COLLINS II
              -------------------------
                    J. Barclay Collins II
                   Attorney-in-fact
</TABLE>


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