APACHE CORP
POS AM, 1994-03-28
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1


    As filed with the Securities and Exchange Commission on March 28, 1994

                                                    Registration Number 33-67954
================================================================================
                       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
                               ___________________                       
                               
                               APACHE CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

            1311                                       41-0747868
 (Primary Standard Industrial                         (IRS Employer  
   Classification Code Number)                    Identification Number)
                            
                              One Post Oak Central
                       2000 Post Oak Boulevard, Suite 100
                           Houston, Texas  77056-4400
                                 (713) 296-6000
  (Address, including ZIP code, and telephone number, including area code, of
                   registrant's principal executive offices)

                               Z. S. KOBIASHVILI
                 Vice President, General Counsel and Secretary
                              One Post Oak Central
                       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)

================================================================================



<PAGE>   2
        This amendment is filed by the registrant, Apache Corporation
("Apache"), to remove from registration shares of Apache Common Stock, par
value $1.25 per share ("Apache Common Stock"), and Associated Rights.

        Initially, 1,145,765 shares of Apache Common Stock, and the Associated
Rights, were registered in connection with (1) a proposed merger between Hadson
Energy Resources Corporation ("HERC") and a subsidiary of Apache, and (2) a
concurrent tender offer by Apache to acquire shares of the common stock of
HERC.  On November 12, 1993, the merger was approved at a special meeting of
the HERC stockholders, and HERC stockholders became entitled to receive merger
consideration of $15.00 for each share, payable in cash or in a fraction of a
share of Apache Common Stock, calculated over a 20-day period preceding the
effective date to have a value of $15.00.  All HERC stockholders not
affirmatively electing to receive Apache Common Stock prior to February 1,
1994, will receive the merger consideration in cash.

        A total of 307,977 shares of Apache Common Stock, and Associated
Rights, were issued in connection with this transaction.  Accordingly, 837,788
shares of Apache Common Stock, and Associated Rights, are hereby removed from
registration.





<PAGE>   3
                                   SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Post-Effective Amendment No. 1 to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas.


                                      APACHE CORPORATION

Date:  March 28, 1994                By:  /s/ William J. Johnson
                                           ________________________________
                                           William J. Johnson 
                                           President and Chief Operating Officer

        Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.**


<TABLE>
<CAPTION>
SIGNATURE                                          TITLE
- - ---------                                          -----
<S>                                   <C>                                   <C>                               <C>
/s/ Raymond Plank *                   Chairman and Chief Executive
- - ----------------------------           Officer (Principal Executive                           
Raymond Plank                          Officer)    
                                       

/s/ Mark A. Jackson *                 Vice President and Chief
- - ----------------------------           Accounting Officer                       
Mark A. Jackson                        (Principal Accounting Officer)
                                       

/s/ Frederick M. Bohen *              Director                              /s/ Stanley K. Hatahway *         Director
- - ----------------------------                                                -----------------------------             
Frederick M. Bohen                                                          Stanley K. Hathaway


/s/ Virgil B. Day *                   Director                              /s/ William J. Johnson *          Director
- - -------------------------------                                             ------------------------------            
Virgil B. Day                                                               William J. Johnson


/s/ Randolph M. Ferlic *              Director                              /s/ John A. Kocur *               Director
- - -----------------------------                                               ------------------------------            
Randolph M. Ferlic                                                          John A. Kocur


/s/ Eugene C. Fiedorek *              Director                              /s/ Jay A. Precourt *             Director
- - -----------------------------                                               -------------------------------           
Eugene C. Fiedorek                                                          Jay A. Precourt


/s/ W. Brooks Fields *                Director                              /s/ Joseph A. Rice *              Director
- - ------------------------------                                              -------------------------------           
W. Brooks Fields                                                            Joseph A. Rice


/s/ Robert V. Gisselbeck *            Director
- - ----------------------------                  
Robert V. Gisselbeck





*By  /s/ William J. Johnson                                                                                   March 28, 1994
- - ----------------------------                                                   
William J. Johnson
Attorney-in-Fact

</TABLE>

**  Apache Corporation does not have a Principal Financial Officer.




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