<PAGE> 1
As filed with the Securities and Exchange Commission on November 28, 1995
Registration Number 33-62177
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------------
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
[CAPTION]
<TABLE>
<S> <C> <C>
DELAWARE ONE POST OAK CENTRAL NO. 41-0747868
(State or other jurisdiction 2000 POST OAK BOULEVARD, (I.R.S. Employer
of incorporation SUITE 100 Identification Number)
or organization) HOUSTON, TEXAS 77056-4400
(713) 296-6000
(Address, including zip code,
and telephone number, including
area code, of registrant's
principal executive offices)
</TABLE>
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)
COPIES TO:
[CAPTION]
<TABLE>
<S> <C>
WILLIAM N. FINNEGAN, IV R. JOEL SWANSON
ANDREWS & KURTH L.L.P. BAKER & BOTTS, L.L.P.
TEXAS COMMERCE TOWER ONE SHELL PLAZA, 910 LOUISIANA
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002-4995
(713) 220-4200 (713) 229-1234
</TABLE>
================================================================================
<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 (the "Common Stock"), and associated Common Stock Purchase
Rights (the "Rights").
On August 28, 1995, Apache registered 7,820,000 shares of the Common
Stock and Rights for issuance and sale in an underwritten public offering (the
"Offering") and on September 19, 1995, Apache increased the size of the
Offering to a total of 8,567,500 shares of Common Stock and Rights. The
Offering was closed on September 27, 1995, and Apache was subsequently advised
by the underwriters that the option for additional shares of Common Stock and
Rights to cover over-allotments would not be exercised.
A total of 7,450,000 shares of Common Stock and Rights were issued in
connection with the Offering. Accordingly, 1,117,500 shares of Common Stock
and Rights are hereby removed from registration.
- 2 -
<PAGE> 3
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 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: November 28, 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. (Apache
Corporation does not have a Principal Financial Officer.)
<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
- ----------------------------
Mark A. Jackson
/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 November 28, 1995
----------------------
Z. S. Kobiashvili
Attorney-in-Fact
</TABLE>
- 3 -