<PAGE> 1
As filed with the Securities and Exchange Commission on September 7, 1995
Registration Number 33-57321
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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 Identification Number)
Classification Code 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
Apache Corporation
Vice President and General Counsel
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)
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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 (the "Common Stock"), and associated Common Stock
Purchase Rights (the "Rights").
Initially, 8,850,000 shares of Common Stock and Rights were registered
in connection with the Amended and Restated Agreement and Plan of Merger (the
"Merger Agreement"), dated December 21, 1994, among Apache, XPX Acquisitions,
Inc. ("XPX") and DEKALB Energy Company ("DEKALB"), which provided for the
merger of XPX into DEKALB (the "Merger") in a transaction where DEKALB was the
survivor and became a wholly owned subsidiary of Apache. On May 17, 1995, the
transaction was approved by DEKALB's stockholders and the Merger was
consummated.
Pursuant to the Merger Agreement, each share of DEKALB's capital stock
then outstanding was converted into the right to receive .8764 shares of Common
Stock, with any fractional shares paid in cash, without interest, based on
$27.8875 per share of Common Stock. In addition, shares of Common Stock were
issued in consideration of cancelation of certain DEKALB employee stock options
outstanding at the time of the Merger.
A total of 8,407,725 shares of Common Stock and Rights were issued in
connection with this transaction. Accordingly, 442,275 shares of Common Stock
and Rights are hereby removed from registration.
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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: September 7, 1995 By: /s/ Z. S. Kobiashvili
---------------------
Z. S. Kobiashvili
Vice President and General Counsel
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>
/s/ Raymond Plank * Chairman and Chief Executive
- ----------------------------- Officer (Principal Executive Officer)
Raymond Plank
/s/ Mark A. Jackson * Vice President, Finance
- -----------------------------
/s/ R. Kent Samuel* Controller and Chief
- ----------------------------- Accounting Officer
R. Kent Samuel (Principal Accounting Officer)
/s/ Frederick M. Bohen * Director /s/ W. Brooks Fields * Director
- ----------------------------- ------------------------------
Frederick M. Bohen W. Brooks Fields
/s/ Virgil B. Day * Director /s/ Robert V. Gisselbeck * Director
- ----------------------------- ------------------------------
Virgil B. Day Robert V. Gisselbeck
/s/ G. Steven Farris* Director /s/ Stanley K. Hathaway * Director
- ----------------------------- ------------------------------
G. Steven Farris Stanley K. Hathaway
/s/ Randolph M. Ferlic * Director /s/ John A. Kocur * Director
- ----------------------------- ------------------------------
Randolph M. Ferlic John A. Kocur
/s/ Eugene C. Fiedorek * Director /s/ Joseph A. Rice * Director
- ----------------------------- ------------------------------
Eugene C. Fiedorek Joseph A. Rice
*By: /s/ Z. S. Kobiashvili September 7, 1995
---------------------
Z. S. Kobiashvili
Attorney-in-Fact
</TABLE>
** Apache Corporation does not have a Principal Financial Officer.
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