<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 1995
REGISTRATION NO. 33-_________
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)
<TABLE>
<S> <C>
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 GENERAL COUNSEL
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 telephone
registrant's executive offices) number, including area code, of agent for service)
</TABLE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable 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, 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 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. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, PAR 2,868,318 SHARES (4) $30.68 $88,000,000 $30,345
VALUE $1.25 PER SHARE (3)
========================================================================================================================
</TABLE>
(1) Maximum number of shares issuable upon conversion of $88,000,000
principal amount of Registrant's 6% Convertible Subordinated Debentures
due January 15, 2002.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(g), the offering price and registration fee are
computed on the basis of the conversion price of the Registrant's 6%
Convertible Subordinated Debentures due January 15, 2002.
(3) Including associated stock purchase rights.
(4) Includes such additional shares of Common Stock and associated stock
purchase rights as may be issuable as a result of adjustments to the
conversion price of the Registrant's 6% Convertible Subordinated
Debentures due January 15, 2002.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************
SUBJECT TO COMPLETION, DATED SEPTEMBER 19, 1995
PROSPECTUS 2,868,318 SHARES
APACHE CORPORATION
COMMON STOCK
($1.25 PAR VALUE)
This prospectus relates to the resale of 2,868,318 shares (the
"Shares") of the common stock, par value $1.25 per share (the "Common Stock"),
of Apache Corporation ("Apache" or the "Company") issuable upon conversion of
$88 million principal amount of the Company's 6% Convertible Subordinated
Debentures due January 15, 2002, (the "Debentures"), issued by the Company
pursuant to a certain Fiscal Agency Agreement, dated as of January 4, 1995 (the
"Fiscal Agency Agreement") between Apache and Chemical Bank, as fiscal agent
(the "Fiscal Agent"). Any portion of the principal amount of the Debentures
which is $1,000 or an integral multiple thereof is convertible into shares of
Apache Common Stock, initially at the conversion price of $30.68 per share
(equivalent to 32.595 shares of Common Stock for each $1,000 principal amount
of Debentures), at any time after the effective date of the registration
statement of which this prospectus is a part, and prior to redemption or
maturity of the Debentures.
The Shares offered hereby are issuable upon the conversion of the $88
million principal amount of Debentures which were sold by the Company to
certain qualified institutional buyers and certain other accredited purchasers
pursuant to an exemption from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"). The Shares will be registered
under the Securities Act and may be offered for sale from time to time by any
individual or entity that may be the holder thereof upon conversion of the
Debentures (the "Selling Stockholder"). The Company will not receive any
proceeds from the sale of the Shares.
The sale and/or distribution of the Shares by the Selling Stockholder
may be effected from time to time through brokers, agents, dealers or
underwriters in one or more transactions (which may involve crosses and
principal trades, including block transactions), in special offerings, on the
New York Stock Exchange, Inc. ("NYSE"), the Chicago Stock Exchange ("CSE"), or
through negotiated transactions, through the writing of options on the Shares,
or through a combination of such methods of sale, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. To the extent required,
the specific Shares to be sold, the name of the Selling Stockholder, the
purchase price, the public offering price, the name of any such brokers,
agents, dealers or underwriters, and any applicable commission or discount with
respect to a particular offer will be set forth in an accompanying prospectus
supplement. See "Plan of Distribution." The Common Stock is traded on the
NYSE and CSE and traded under the symbol "APA." On September 15, 1995, the
closing price of the Company's Common Stock as reported on the NYSE Composite
Transaction Reporting System was $28.25 per share.
Upon any sale of the Common Stock offered hereby, the Selling
Stockholder and participating agents, brokers or dealers may be deemed to be
underwriters as that term is defined in the Securities Act, and commissions or
discounts or any profit realized on the resale of such securities purchased by
them may be deemed to be underwriting commissions or discounts under the
Securities Act.
No underwriter is initially being utilized in connection with this
offering. The Company will pay all expenses incurred in connection with this
offering (other than underwriting discounts and selling commissions, and fees
and expenses of counsel or other advisors to the Selling Stockholder). See
"Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This prospectus may not be used to consummate sales of Common Stock unless
accompanied by a prospectus supplement.
The Date of this prospectus is September , 1995
<PAGE> 3
AVAILABLE INFORMATION
Apache is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The Company's
filings may be inspected and copied or obtained by mail upon payment of the
Commission's prescribed rates at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza,
Washington, D.C. 20549 and at the regional offices of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and CitiCorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Common Stock and associated stock purchase rights are listed on the NYSE and
the CSE. Although the Shares are not currently admitted for trading on either
exchange, application has been made to list the Shares on both the NYSE and the
CSE. The Company's 9.25% Notes due June 1, 2002 are listed on the NYSE. The
Company's reports, proxy statements and other filings with the Commission are
also available for inspection at the offices of the NYSE located at 20 Broad
Street, New York, New York 10005 and the CSE, 440 S. LaSalle St., Chicago,
Illinois 60605.
The Company has filed with the Commission a Registration Statement on
Form S-3 (together with all amendments, supplements and Exhibits thereto, the
"Registration Statement") under the Securities Act, with respect to the Common
Stock offered hereby. This prospectus does not contain all of the information
set forth in the Registration Statement and in the amendments, exhibits and
schedules thereto. For further information with respect to the Company and the
Common Stock, reference is made to the Registration Statement, and to the
exhibits and schedules filed therewith. All of these documents may be inspected
without charge at the Commission's principal office in Washington, D.C., and
copies thereof may be obtained from the Commission at the prescribed rates or
may be examined without charge at the public reference facilities of the
Commission. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance
reference is made to the copy of such document so filed. Each such statement
shall be qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated herein by reference:
1. Annual Report on Form 10-K/A for the fiscal year ended December
31, 1994, filed August 2, 1995.
2. Quarterly Report on Form 10-Q/A for the quarter ended March 31,
1995, filed August 4, 1995.
3. Quarterly Report on Form 10-Q for the quarter ended June 30,
1995, filed August 14, 1995.
4. Current Report on Form 8-K dated March 1, 1995, as amended by
Amendment No. 1 on Form 8-K/A, filed March 22, 1995.
5. Current Report on Form 8-K/A dated May 17, 1995, filed July 17,
1995.
6. Current Report on Form 8-K dated June 30, 1995, filed July 24,
1995.
7. Current Report on Form 8-K dated August 28, 1995, filed
September 7, 1995.
8. Registration Statement on Form 8-A, dated January 21, 1986, for
the Company's Rights Agreement dated January 10, 1986.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this prospectus shall
be deemed to be incorporated by reference herein and to be a part hereof from
the date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to
2
<PAGE> 4
be incorporated by reference shall be deemed to be modified or superseded for
purposes of this prospectus to the extent that a statement contained herein or
in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
The Company will provide without charge to each person to whom this
prospectus is delivered, upon written or oral request, a copy of any or all
documents described above (other than exhibits thereto, unless such exhibits
are specifically incorporated by reference into the documents that this
prospectus incorporates). Requests should be addressed to Apache Corporation,
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas
77056-4400, Attention: Corporate Secretary (telephone (713) 296-6000).
THE COMPANY
Apache, a Delaware corporation formed in 1954, is an independent
energy company that explores for, develops, produces, gathers, processes and
markets natural gas and crude oil. In North America, the Company's exploration
and production interests are focused on the Gulf of Mexico, the Anadarko Basin
of Oklahoma, the Permian Basin of West Texas and New Mexico, the Gulf Coast and
the Western Sedimentary Basin in Canada. Outside of North America, the Company
has exploration and production interests offshore Western Australia and
exploration interests in Egypt and Indonesia and offshore China and the Ivory
Coast. The Company's Common Stock has been listed on the NYSE since 1969, and
on the CSE since 1960.
The Company holds interest in many of its U.S., Canadian and
international properties through operating subsidiaries, such as Apache Canada
Ltd., MW Petroleum Corporation, Apache Energy Resources Corporation, Apache
Energy Limited, Apache International, Inc. and Apache Overseas, Inc. The
Company treats all operations as one segment of business.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares.
PLAN OF DISTRIBUTION
This prospectus relates to the resale of 2,868,318 shares of Common
Stock issuable upon conversion of $88 million principal amount of the Company's
6% Convertible Subordinated Debentures due January 15, 2002, which were issued
by the Company pursuant to the Fiscal Agency Agreement dated January 4, 1995
with Chemical Bank, as fiscal agent. Any portion of the principal amount of
the Debentures which is $1,000 or an integral multiple thereof is convertible
into shares of Common Stock initially at the conversion price of $30.68 per
share (equivalent to 32.595 shares of Common Stock for each $1,000 principal
amount of Debentures), at any time after the effective date of the Registration
Statement of which this prospectus is a part, and prior to redemption or
maturity of the Debentures. The Shares will be registered under the Securities
Act and may be offered for sale from time to time by any individual or entity
that may be the holder thereof upon conversion of the Debentures. The Company
will pay all of the expenses incident to the offering and sale of the Shares to
the public other than the fees and expenses of the Selling Stockholder and
underwriting discounts and commissions. The Company will not receive any
proceeds from the sale of the Shares.
The Shares may be sold from time to time to purchasers directly by the
Selling Stockholder. Alternatively, the Selling Stockholder may from time to
time offer the Shares through underwriters, brokers, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions, or
commissions from the Selling Stockholder selling as principal and/or the
purchasers of the Shares for whom they may act as agent. The Shares may be
sold from time to time in one or more transactions (which may involve crosses
and block transactions) on the NYSE, the CSE or any other stock exchanges on
which the Shares are admitted for trading, pursuant to and in accordance with
the rules of such exchanges, in negotiated transactions or otherwise, at a
fixed offering price, which may be changed, at varying prices determined at the
time of sale, or at negotiated prices.
3
<PAGE> 5
If any broker-dealer purchases the Shares as a principal it may effect
resales of the Shares from time to time to or through other broker-dealers, and
the other broker-dealers may receive compensation in the form of concessions or
commissions from the principals and/or the purchasers of the Shares for whom
they may act as agents. The Selling Stockholder and any underwriter, dealer or
agent that participates in the distribution of the Shares may be deemed to be
underwriters under the Securities Act, and any profit on the sale of the Shares
by them and any discounts, commissions, concessions or other compensation
received by any such underwriters, dealers or agents may be deemed to be
underwriting discounts and commissions under the Securities Act.
At the time a particular offer of the Shares is made, to the extent
required, a prospectus supplement will be prepared by the Company, based in
part on information provided by the Selling Stockholder, for distribution to
prospective purchasers. The prospectus supplement will set forth the number of
shares of Common Stock being offered, certain information concerning the
Selling Stockholder, and the terms of the offering, including the name or names
of any underwriters, brokers, dealers or agents (whether such party is acting
as a principal or as agent for the Selling Stockholder), any discounts,
commissions, concessions and other items constituting compensation from the
Selling Stockholder and any discounts, commissions or concessions allowed or
re-allowed or paid to dealers. As of the date of this prospectus, the
Debentures convertible into the Shares are registered in the name of the
nominee of The Depository Trust Company and, therefore, the Company is
currently unable to provide the name of or any other information concerning any
potential Selling Stockholder.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 5,000,000 shares of
preferred stock, none of which was outstanding as of August 31, 1995, and
215,000,000 shares of Common Stock, of which 69,920,894 shares were outstanding
as of August 31, 1995.
The descriptions set forth below of the Common Stock and preferred
stock constitute brief summaries of certain provisions of the Restated
Certificate of Incorporation and Bylaws of the Company and are qualified in
their entirety by reference to the relevant provisions of such documents, both
of which are listed as exhibits to the Registration Statement of which this
prospectus is a part and are incorporated herein by reference.
COMMON STOCK
All outstanding shares of Common Stock are fully paid and
nonassessable. All holders of Common Stock have full voting rights and are
entitled to one vote for each share held of record on all matters submitted to
a vote of the stockholders. The Board of Directors of the Company is
classified into three groups of approximately equal size, one-third elected
each year. Stockholders do not have the right to cumulate votes in the
election of directors and have no preemptive or subscription rights. Common
Stock is neither redeemable nor convertible, and there are no sinking fund
provisions relating to such stock.
Subject to preferences that may be applicable to any shares of
preferred stock outstanding at the time, holders of Common Stock are entitled
to dividends when, as and if declared by the Board of Directors from funds
legally available therefor and are entitled, in the event of liquidation, to
share ratably in all assets remaining after payment of liabilities.
The Company's current policy is to reserve one share of Common Stock
for each share issued in order to provide for possible exercises of associated
stock purchase rights ("Rights") under the Company's existing Rights Agreement.
The currently outstanding Common Stock and the Rights are listed on
the NYSE and the CSE. Although the Shares are not currently admitted for
trading on either exchange, application has been made to list the Shares on
both the NYSE and the CSE. Norwest Bank Minnesota, National Association, is
the transfer agent and registrar for the Common Stock.
4
<PAGE> 6
The Company typically mails its annual report to stockholders within
120 days after the end of its fiscal year. Notices of stockholder meetings are
mailed to record holders of Common Stock at their addresses shown on the books
of the transfer agent and registrar.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Section 203 of the Delaware General Corporation Law ("DGCL") prevents
an "interested stockholder" (defined in Section 203, generally, as a person
owning 15% or more of a corporation's outstanding voting stock) from engaging
in a "business combination" (as defined in Section 203) with a publicly-held
Delaware corporation for three years following the time such person became an
interested stockholder unless (i) before such person became an interested
stockholder, the board of directors of the corporation approved the transaction
in which the interested stockholder became an interested stockholder or
approved the business combination; (ii) upon consummation of the transaction
that resulted in the interested stockholder's becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation outstanding at the time the transaction commenced (excluding
stock held by directors who are also officers of the corporation and by
employee stock plans that do not provide participants with the rights to
determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer); or (iii) following the transaction in
which such person became an interested stockholder, the business combination is
approved by the board of directors of the corporation and authorized at a
meeting of stockholders by the affirmative vote of the holders of two-thirds of
the outstanding voting stock of the corporation not owned by the interested
stockholder. The provisions of Section 203 may have the effect of delaying,
deferring or preventing a change of control of the Company.
PREFERRED STOCK
No preferred stock is outstanding. Shares of preferred stock may be
issued by the Board of Directors with such voting powers and in such classes
and series, and with such designations, preferences, and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof, as may be stated and expressed in the resolution or
resolutions providing for the issue of such stock. The Company has no current
plans to issue any preferred stock.
CHANGE OF CONTROL
The Company's Restated Certificate of Incorporation includes
provisions designed to prevent the use of certain tactics in connection with a
potential takeover of the Company. Article Twelve of the Restated Certificate
of Incorporation generally stipulates that the affirmative vote of 80% of the
Company's voting shares is required to adopt any agreement for the merger or
consolidation of the Company with or into any other corporation which is the
beneficial owner of more than 5% of the Company's voting shares. Article
Twelve further provides that such an 80% approval is necessary to authorize any
sale or lease of assets between the Company and any beneficial holder of 5% or
more of the Company's voting shares. Article Fourteen of the Restated
Certificate of Incorporation contains a "fair price" provision which requires
that any tender offer made by a beneficial owner of more than 5% of the
outstanding voting stock of the Company in connection with any plan of merger,
consolidation or reorganization, any sale or lease of substantially all of the
Company's assets, or any issuance of equity securities of the Company to the 5%
stockholder must provide at least as favorable terms to each holder of Common
Stock other than the stockholder making the tender offer. Article Fifteen of
the Restated Certificate of Incorporation contains an "anti-greenmail"
mechanism which prohibits the Company from acquiring any voting stock from the
beneficial owner of more than 5% of the outstanding voting stock of the
Company, except for acquisitions pursuant to a tender offer to all holders of
voting stock on the same price, terms, and conditions, acquisitions in
compliance with Rule 10b-18 of the Exchange Act, and acquisitions at a price
not exceeding the market value per share. Article Sixteen of the Restated
Certificate of Incorporation prohibits the stockholders of the Company from
acting by written consent in lieu of a meeting.
5
<PAGE> 7
LEGAL MATTERS
Certain legal matters regarding the validity of the shares of Common
Stock offered hereby will be passed upon for the Company by its Vice President
and General Counsel, Z. S. Kobiashvili. As of September 11, 1995, Mr.
Kobiashvili owns 541 shares of Common Stock through the Company's
retirement/401(k) savings plan and holds employee stock options to purchase
18,000 shares of Common Stock, of which options for 2,500 shares are currently
exercisable.
EXPERTS
The audited consolidated financial statements of the Company and the
audited statement of Combined Revenues and Direct Operating Expenses for the
Oil and Gas Properties of Texaco Exploration and Production Inc. Sold to Apache
Corporation, each incorporated by reference into this prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto. In its report on the consolidated
financial statements of the Company, that firm states that with respect to
DEKALB Energy Company ("DEKALB") its opinion is based on the report of other
independent public accountants, namely Coopers & Lybrand. The financial
statements referred to above have been incorporated by reference or included
herein in reliance upon the authority of said firm as experts in accounting and
auditing in giving said reports.
The audited consolidated financial statements of DEKALB incorporated
by reference in this Registration Statement have been audited by Coopers &
Lybrand, Chartered Accountants, as indicated in their report with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said report.
The information incorporated by reference herein regarding the total
proved reserves of the Company was prepared by the Company and reviewed by
Ryder Scott Company Petroleum Engineers ("Ryder Scott"), as stated in their
letter reports with respect thereto, and is so incorporated by reference in
reliance upon the authority of said firm as experts in such matters. The
information incorporated by reference herein regarding the total estimated
proved reserves acquired from Texaco Exploration and Production Inc. was
prepared by the Company and reviewed by Ryder Scott as stated in their letter
report with respect thereto, and is so incorporated by reference in reliance
upon the authority of said firm as experts in such matters. The information
incorporated by reference herein regarding the total proved reserves of DEKALB
was prepared by DEKALB and for the four years ended December 31, 1994 was
reviewed by Ryder Scott, as stated in their letter reports with respect
thereto, and is so incorporated by reference in reliance upon the authority of
said firm as experts in such matters.
A portion of the information incorporated by reference herein
regarding the total proved reserves of Aquila Energy Resources Corporation
("Aquila") proposed to be acquired by the Company was prepared by Netherland,
Sewell & Associates, Inc. ("Netherland, Sewell") as of December 31, 1994, as
stated in their letter report with respect thereto. As of the date of this
prospectus, Netherland, Sewell has not reviewed any of the reserves of Aquila
acquired during 1995, including those set forth on a pro forma basis as of
December 31, 1994 in certain information incorporated by reference herein.
Certain information contained in the reserve review letter prepared by
Netherland, Sewell has been incorporated by reference herein and such
information is so incorporated by reference in reliance upon the authority of
said firm as experts with respect to the matters covered by their report and
the giving of their report.
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<PAGE> 8
================================================================================
No dealer, salesman or other individual has been authorized to give any
information or to make any representations other than those contained in, or
incorporated by reference in this prospectus, and if given or made, such
information or representations must not be relied upon as having been
authorized by the Company. This prospectus does not constitute an offer to
sell or the solicitation of an offer to buy the Common Stock in any
jurisdiction where, or to any person to whom, it is unlawful to make such offer
or solicitation in such jurisdiction. Neither the delivery of this prospectus
nor any sale made hereunder shall, under any circumstances, create any
implication that the information herein is correct as of any time subsequent to
the date hereof or that there has been no change in the affairs of the Company
since the date hereof.
TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
Available Information . . . . . . . . . . 2
Information Incorporated by
Reference . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . 3
Description of Capital Stock . . . . . . 4
Legal Matters . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . 6
</TABLE>
================================================================================
================================================================================
2,868,318 SHARES
APACHE CORPORATION
COMMON STOCK
($1.25 Par Value)
====================
PROSPECTUS
====================
September , 1995
================================================================================
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $30,345
NYSE additional listing fee . . . . . . . . . . . . . . . . . . . . . . . . 10,039
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 8,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,000
Transfer agent and registrar fees . . . . . . . . . . . . . . . . . . . . . 1,000
Miscellaneous fees and expenses . . . . . . . . . . . . . . . . . . . . . . 5,616
--------
*Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 70,000
========
</TABLE>
* Estimated expenses. None of such expenses are to be borne by the
Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, authorizes 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 (other than an action by or in the right of the
corporation) because such person is or was a director, officer, employee or
agent of the corporation or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such suit or proceeding if he acted in good faith and in a
manner he 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
reason to believe his conduct was unlawful. Similar indemnity is authorized
for such persons against expenses (including attorneys' fees) actually and
reasonably incurred in defense or settlement of any such pending, completed or
threatened action or suit by or in the right of the corporation if such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise provides) such person shall
not have been adjudged liable to the corporation. Any such indemnification may
be made only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnity has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who 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 or
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him. The Company
maintains policies insuring its and its subsidiaries' officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act.
Article VII of the Company's Bylaws provides, in substance, that
directors, officers, employees and agents of the Company shall be indemnified
to the extent permitted by Section 145 of the DGCL. Additionally, Article
Seventeen of the Company's Restated Certificate of Incorporation eliminates in
certain circumstances the monetary liability of directors of the Company for a
breach of their fiduciary duty as directors. These provisions do not eliminate
the liability of a director (i) for a breach of the director's duty of loyalty
to the corporation or its stockholders; (ii) for acts or omissions by the
director not in good faith; (iii) for acts or omissions by a director involving
intentional misconduct or a knowing violation of the law; (iv) under Section
174 of the DGCL (relating to the declaration of dividends and purchase or
redemption of shares in violation of the DGCL); and (v) for transactions from
which the director derived an improper personal benefit.
II-1
<PAGE> 10
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
4.1 Restated Certificate of Incorporation of Apache
Corporation (incorporated by reference to Exhibit
3.1 to Apache's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, Commission File
No. 1-4300).
4.2 Bylaws of Apache Corporation as of July 31, 1995
(incorporated by reference to Exhibit 4.2 of
Apache's Registration Statement on Form S-4,
Registration No. 33-61669, filed with the Commission
on August 8, 1995).
4.3 Form of common stock certificate (incorporated by
reference to Exhibit 4.4 to Amendment No. 1 to
Apache's Registration Statement on Form S-3,
Registration No. 33-5097, filed with the Commission
on May 16, 1986).
4.4 Rights Agreement dated as of January 10, 1986
between the Company and First Trust Company, Inc.,
rights agent, relating to the declaration of Rights
to the Company's common stockholders of record on
January 24, 1986 (incorporated by reference to
Exhibit 4.9 of Apache's Annual Report on Form 10-K
for the fiscal year ended December 31, 1985,
Commission File No. 1-4300).
4.5 Fiscal Agency Agreement dated as of January 4, 1995,
between Apache Corporation and Chemical Bank, as
fiscal agent, relating to Apache's 6% Convertible
Subordinated Debentures due 2002 (incorporated by
reference to Exhibit 99.2 to Amendment No. 1 on Form
8-K/A to Apache's Current Report on Form 8-K dated
December 6, 1994, Commission File No. 1-4300).
(1) 5.1 Opinion of legal counsel regarding legality of
securities being registered.
(1) 23.1 Consent of Arthur Andersen LLP.
(1) 23.2 Consent of Coopers & Lybrand, Chartered Accountants.
(1) 23.3 Consent of Ryder Scott Company Petroleum Engineers.
(1) 23.4 Consent of Netherland, Sewell & Associates, Inc.
23.5 Consent of legal counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included in Part II of the
Registration Statement).
----------------------
(1)Filed herewith.
II-2
<PAGE> 11
ITEM 17. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in this registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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 securities
offered therein, and the offering of such 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 securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes 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 Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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 securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 foregoing provisions, 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 the
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 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> 12
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: September 19, 1995 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
Clyde E. McKenzie, and each of them, with full power of substitution, our true
and lawful attorneys-in-fact and agents to do any and all acts and things in
our name and behalf in our capacities as directors and officers, and to execute
any and all instruments for us and in our names in the capacities indicated
below which such person may deem necessary or advisable to enable Apache
Corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange Commission,
in connection with this Registration Statement, including specifically, but not
limited to, power and authority to sign for us, or any of us, in the capacities
indicated below any and all amendments (including post-effective amendments)
hereto; and we do hereby ratify and confirm all that such person or persons
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. (Apache Corporation does not have a
Principal Financial Officer).
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ RAYMOND PLANK Chairman and Chief Executive Officer
-------------------------- (Principal Executive Officer)
Raymond Plank September 19, 1995
/s/ MARK A. JACKSON Vice President, Finance
--------------------------
Mark A. Jackson September 19, 1995
/s/ R. KENT SAMUEL Controller and Chief
-------------------------- Accounting Officer
R. Kent Samuel (Principal Accounting Officer) September 19 , 1995
</TABLE>
II-4
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ FREDERICK M. BOHEN Director
----------------------------
Frederick M. Bohen September 19, 1995
/s/ VIRGIL B. DAY Director
----------------------------
Virgil B. Day September 19, 1995
/s/ G. STEVEN FARRIS Director
----------------------------
G. Steven Farris September 19, 1995
/s/ RANDOLPH M. FERLIC Director
----------------------------
Randolph M. Ferlic September 19, 1995
/s/ EUGENE C. FIEDOREK Director
----------------------------
Eugene C. Fiedorek September 19, 1995
/s/ W. BROOKS FIELDS Director
----------------------------
W. Brooks Fields September 19, 1995
/s/ ROBERT V. GISSELBECK Director
----------------------------
Robert V. Gisselbeck September 19, 1995
/s/ STANLEY K. HATHAWAY Director
----------------------------
Stanley K. Hathaway September 19, 1995
/s/ JOHN A. KOCUR Director
----------------------------
John A. Kocur September 19, 1995
/s/ JOSEPH A. RICE Director
----------------------------
Joseph A. Rice September 19, 1995
</TABLE>
II-5
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description Of Exhibit
<S> <C>
4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit
3.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission
File No. 1-4300).
4.2 Bylaws of Apache Corporation as of July 31, 1995 (incorporated by reference to Exhibit 4.2 of
Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission
on August 8, 1995).
4.3 Form of common stock certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on
May 16, 1986).
4.4 Rights Agreement dated as of January 10, 1986 between the Company and First Trust Company, Inc.,
rights agent, relating to the declaration of Rights to the Company's common stockholders of record
on January 24, 1986 (incorporated by reference to Exhibit 4.9 of Apache's Annual Report on Form 10-
K for the fiscal year ended December 31, 1985, Commission File No. 1-4300).
4.5 Fiscal Agency Agreement dated as of January 4, 1995, between Apache Corporation and Chemical Bank,
as fiscal agent, relating to Apache's 6% Convertible Subordinated Debentures due 2002 (incorporated
by reference to Exhibit 99.2 to Amendment No. 1 on Form 8-K/A to Apache's Current Report on Form 8-
K dated December 6, 1994, Commission File No. 1-4300).
(1)5.1 Opinion of legal counsel regarding legality of securities being registered.
(1)23.1 Consent of Arthur Andersen LLP.
(1)23.2 Consent of Coopers & Lybrand, Chartered Accountants.
(1)23.3 Consent of Ryder Scott Company Petroleum Engineers.
(1)23.4 Consent of Netherland, Sewell & Associates, Inc.
23.5 Consent of legal counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included in Part II of the Registration Statement).
</TABLE>
----------------------
(1)Filed herewith.
12
<PAGE> 1
EXHIBIT 5.1
[APACHE CORPORATION LETTERHEAD]
September 19, 1995
Apache Corporation
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
Dear 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 registration under the Securities Act of 1933, as amended,
of an aggregate of 2,868,318 shares (the "Shares") of the Company's common
stock, $1.25 par value ("Common Stock"), to be offered upon the conversion of
$88,000,000 principal amount of 6% Convertible Subordinated Debentures due 2002
(the "Debentures") which were issued by the Company pursuant to that certain
Fiscal Agency Agreement dated January 4, 1995 by and between the Company and
Chemical Bank, as fiscal agent (the "Fiscal Agency Agreement").
In connection therewith, I have examined the Registration Statement on
Form S-3 (the "Registration Statement") covering the shares to be registered to
be filed with the Securities and Exchange Commission and originals or copies
certified or otherwise identified to my satisfaction of (i) the Restated
Certificate of Incorporation of the Company and the Bylaws of the Company, each
as amended at the date of any action or proceeding relating to the issuance of
the Shares, (ii) records of the corporate proceedings of the Company with
respect to the issuance of the Shares, and (iii) 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.
<PAGE> 2
Apache Corporation
September 19, 1995
Page 2
Based on the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that the
2,868,318 shares of Common Stock proposed to be issued have been duly and
validly authorized for issuance and, when issued upon conversion of the
Debentures in accordance with the terms of the Fiscal Agency Agreement, will
be duly and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus included as part of the Registration Statement.
Very truly yours,
/s/ Z.S. Kobiashvili
---------------------------------
Z. S. KOBIASHVILI
<PAGE> 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
March 14, 1995 on the audited Statement of Combined Revenues and Direct
Operating Expenses for the Oil and Gas Properties of Texaco Exploration and
Production Inc. Sold to Apache Corporation and to the incorporation by
reference in this registration statement of our report dated May 17, 1995 on
the audited restated consolidated financial statements of Apache Corporation
and subsidiaries included in Apache Corporation's Annual Report on Form 10-K/A
for the year ended December 31, 1994, and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
-----------------------------------
ARTHUR ANDERSEN LLP
Houston, Texas
September 14, 1995
<PAGE> 1
EXHIBIT 23.2
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF COOPERS & LYBRAND
We consent to the incorporation by reference in this registration
statement of Apache Corporation on Form S-3 of our report dated February 13,
1995 on our 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, 1993 and 1992 and our report dated February 13, 1995 on our audit of the
associated financial statement schedule of DEKALB Energy Company, which reports
are incorporated by reference herein. We also consent to all references to our
firm included in this registration statement of Apache Corporation on Form S-3.
/s/ COOPERS & LYBRAND
-------------------------------------------
Coopers & Lybrand
Chartered Accountants
Calgary, Alberta, Canada
September 14, 1995
<PAGE> 1
EXHIBIT 23.3
[RYDER SCOTT LETTERHEAD]
CONSENT
As independent petroleum engineers, we hereby consent to the
incorporation by reference in this registration statement of Apache Corporation
on Form S-3 of our Firm's review of the proved oil and gas reserve quantities
of Apache Corporation, DEKALB Energy Company, and of certain properties
acquired from Texaco Exploration and Production Inc. as of January 1, 1995, and
to all references to our Firm's name and review included in or incorporated by
reference in this registration statement of Apache Corporation on Form S-3.
/s/ RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
-------------------------------------
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
September 13, 1995
<PAGE> 1
EXHIBIT 23.4
[NETHERLAND, SEWELL & ASSOCIATES, INC. LETTERHEAD]
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS
We hereby consent to the incorporation by reference in this registration
statement of Apache Corporation on Form S-3 to our Firm's report on proved oil
and gas reserve quantities of Aquila Energy Resources Corporation, as of
December 31, 1994, and to all references to our Firm's name and report included
or incorporated by reference in this registration statement of Apache
Corporation on Form S-3.
NETHERLAND, SEWELL & ASSOCIATES, INC.
By: /s/ Danny D. Simmons
-------------------------------
Danny D. Simmons
Senior Vice President
Houston, Texas
September 14, 1995
