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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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APACHE CORPORATION
(Exact name of registrant as specified in its charter)
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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 ONE POST OAK CENTRAL
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
registrant's executive offices) telephone
number, including area code, of agent for
service)
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Copies to:
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RALPH K. MILLER, JR. CRAIG E. CHAPMAN
WOODARD HALL & PRIMM, P.C. BROWN & WOOD
7100 TEXAS COMMERCE TOWER ONE WORLD TRADE CENTER
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10048-0557
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time 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, 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 ("Securities Act"), 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ (No. 33-63923)
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(3) PER UNIT(1) PRICE FEE
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Debt Securities and Special Mandatory
Purchase Right(2)................... $30,000,000 100% $30,000,000 $10,345.00
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Subject to note (3) below, there are being registered hereunder an
indeterminate principal amount of Debt Securities. If any Debt Securities
are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an aggregate
initial offering price not to exceed $30,000,000 less the dollar amount of
any securities previously issued hereunder. In the event the Registrant
elects to offer to the public Debt Securities which include any Special
Mandatory Purchase Right, no separate consideration shall be paid for such
Mandatory Purchase Right.
(3) In no event will the aggregate initial offering price of all Debt Securities
issued from time to time pursuant to this Registration Statement exceed
$30,000,000. Any Debt Securities registered hereunder may be sold separately
or as units with other Debt Securities registered hereunder.
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The contents of the registration statement on Form S-3 (No. 33-63923) filed
by Apache Corporation pursuant to the Securities Act of 1933, as amended, are
hereby incorporated by reference in this Registration Statement.
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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: April 19, 1996 By: /s/ RAYMOND PLANK
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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
Mark A. Jackson, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any
and all amendments (including post-effective amendments) to this Registration
Statement; and each of the undersigned does hereby ratify and confirm all that
said attorneys-in-fact 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.
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SIGNATURE TITLE DATE
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/s/ RAYMOND PLANK Chairman and Chief Executive April 19, 1996
- - --------------------------------------------- Officer (Principal Executive
Raymond Plank Officer)
/s/ MARK A. JACKSON Vice President and Chief April 19, 1996
- - --------------------------------------------- Financial Officer (Principal
Mark A. Jackson Financial Officer)
/s/ THOMAS L. MITCHELL Controller and Chief April 19, 1996
- - --------------------------------------------- Accounting Officer
Thomas L. Mitchell (Principal Accounting Officer)
/s/ FREDERICK M. BOHEN Director April 19, 1996
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Frederick M. Bohen
/s/ VIRGIL B. DAY Director April 19, 1996
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Virgil B. Day
/s/ G. STEVEN FARRIS Director April 19, 1996
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G. Steven Farris
/s/ RANDOLPH M. FERLIC Director April 19, 1996
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Randolph M. Ferlic
/s/ EUGENE C. FIEDOREK Director April 19, 1996
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Eugene C. Fiedorek
/s/ W. BROOKS FIELDS Director April 19, 1996
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W. Brooks Fields
/s/ ROBERT V. GISSELBECK Director April 19, 1996
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Robert V. Gisselbeck
Director April 19, 1996
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Stanley K. Hathaway
Director April 19, 1996
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John A. Kocur
/s/ JOSEPH A. RICE Director April 19, 1996
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Joseph A. Rice
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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1.1 -- Form of Distribution Agreement (Remarketed Notes) (filed as Exhibit
1.1 to Registrant's Registration Statement on Form S-3, SEC File No.
33-63923, dated November 2, 1995).
4.1 -- Indenture between the Company and Chemical Bank, Trustee, governing
the Debt Securities (filed as Exhibit 4.1 to Registrant's
Registration Statement on Form S-3, SEC File No. 33-63923, dated
November 2, 1995).
4.2 -- Form of Note (Remarketed Notes) (filed as Exhibit 4.2 to Registrant's
Registration Statement on Form S-3, SEC File No. 33-63923, dated
November 2, 1995).
5.1 -- Opinion of legal counsel regarding legality of securities being
registered.
8.1 -- Opinion of Woodard, Hall & Primm, P.C. as to certain United States
federal income tax matters.
12.1 -- Statement of computation of ratio of earnings to fixed charges
(incorporated by reference to Registrant's Current Report on Form 8-K
dated February 22, 1996, SEC File No. 1-4300).
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Coopers & Lybrand, Chartered Accountants.
23.3 -- Consent of Arthur Andersen LLP.
23.4 -- Consent of Ryder Scott Company Petroleum Engineers (incorporated by
reference to Registrant's Current Report on Form 8-K dated April 16,
1996, SEC File No. 1-4300).
23.5 -- Consent of Netherland, Sewell & Associates, Inc. (incorporated by
reference to Registrant's Current Report on Form 8-K dated April 16,
1996, SEC File No. 1-4300).
23.6 -- Consent of Petrie Parkman & Co. (incorporated by reference to
Registrant's Current Report on Form 8-K dated April 16, 1996, SEC
File No. 1-4300).
23.7 -- Consent of legal counsel (included in Exhibit 5.1).
23.8 -- Consent of Woodard, Hall & Primm, P.C. (included in Exhibit 8.1).
23.9 -- Consent of Andrews & Kurth L.L.P. (incorporated by reference to
Registrant's Current Report on Form 8-K dated April 16, 1996, SEC
File No. 1-4300).
24.1 -- Power of Attorney (included as a part of the signature page of the
Registration Statement).
25.1 -- Statement of Eligibility and Qualification under Trust Indenture Act
of 1939 of Chemical Bank, Trustee, is filed separately on Form T-1
(filed as Exhibit 25.1 to Registrant's Registration Statement on Form
S-3, SEC File No. 33-63923, dated November 2, 1995).
99.1 -- Form of Remarketing Agreement (Remarketed Notes) (filed as Exhibit
99.1 to Registrant's Registration Statement on Form S-3, SEC File No.
33-63923, dated November 2, 1995).
99.2 -- Third Amended and Restated Credit Agreement, dated March 1, 1995,
among Registrant, the lenders named therein, and The First National
Bank of Chicago, as Administrative Agent and Arranger, and Chemical
Bank, as Co-Agent and Arranger (filed as Exhibit 10.2 to Registrant's
Annual Report on Form 10-K for year ended December 31, 1994, SEC File
No. 1-4300).
99.3 -- First Amendment to Third Amended and Restated Credit Agreement dated
as of April 14, 1995, among Registrant, the lenders named therein,
and the First National Bank of Chicago, as Administrative Agent and
Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as
Exhibit 99.3 to Registrant's Registration Statement on Form S-3, SEC
File No. 33-63923, dated November 2, 1995).
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EXHIBIT
NUMBER DESCRIPTION
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99.4 -- Second Amendment to Third Amended and Restated Credit Agreement,
dated October 23, 1995, among Registrant, the lenders named therein,
and The First National Bank of Chicago, as Administrative Agent and
Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as
Exhibit 99.4 to Registrant's Registration Statement on Form S-3, SEC
File No. 33-63923, dated November 2, 1995).
99.5 -- Third Amendment to Third Amended and Restated Credit Agreement, dated
December 18, 1995, among Registrant, the lenders named therein, and
The First National Bank of Chicago, as Administrative Agent and
Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as
Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, SEC File No. 1-4300).
99.6 -- Fourth Amendment to Third Amended and Restated Credit Agreement,
dated December 22, 1995, among Registrant, the lenders named therein,
and The First National Bank of Chicago, as Administrative Agent and
Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as
Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, SEC File No. 1-4300).
99.7 -- Fifth Amendment to Third Amended and Restated Credit Agreement, dated
January 22, 1996, among Registrant, the lenders named therein, and
The First National Bank of Chicago, as Administrative Agent and
Arranger, and Chemical Bank, as Co-Agent and Arranger (filed as
Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, SEC File No. 1-4300).
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EXHIBIT 5.1
April 19, 1996
Apache Corporation
2000 Post Oak Blvd, Suite 100
Houston, Texas 77056-4400
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 proposed offering from time to time of up to $180,000,000
principal amount of the Company's senior unsecured debt securities (the
"Notes") to be issued in one or more series pursuant to an Indenture dated
February 15, 1996 (the "Indenture") between the Company and Chemical Bank,
Trustee. The Notes are described in the Company's registration statement on
Form S-3 (No. 33-63923) (the "Registation Statement") and the Company's
registration statement on Form S-3 related thereto filed pursuant to Rule
462(b) (the "Rule 462 Registration Statement"). The Notes are to be offered
upon the terms and subject to the conditions set forth in a proposed
Underwriting Agreement by and between the Company, Goldman Sachs & Co., Lehman
Brothers, Inc., J.P. Morgan Securities, Inc. and First Chicago Capital Markets,
inc., (the "Underwriting Agreement").
In connection therewith, I have examined the Registration Statement
which was filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, and declared effective on
December 13, 1995, which covers $250,000,000 of the Company's senior
unsecured debt securities, including $150,000,000 of the Notes. I have also
examined the Rule 462 Registration Statement covering $30,000,000 of the Notes
to be registered, which is to be filed with the Securities and Exchange
Commission. I have examined originals or copies certified or otherwise
identified to my satisfaction of the Restated Certificate of Incorporation of
the Company and the Bylaws of the Company, each as amended to date, the
corporate proceedings with respect to the offering of the Notes and 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.
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April 19, 1996
Page 2
Based on the foregoing, and having regard for such legal considerations
as I have deemed relevant, I am of the opinion that when the Notes have been
duly authorized by the Company as contemplated by the Indenture and when duly
executed by the proper officers of the Company, authenticated and delivered by
the Trustee in accordance with the Indenture, and issued and sold pursuant to
the terms of the Underwriting Agreement against payment of the consideration
therefor, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting enforcement of creditors' rights
generally or by general equity principles, and except further as enforcement
thereof may be limited by (1) requirements that a claim with respect to any
Notes denominated other than in US. dollars (or a foreign currency or
composite currency judgment in respect of such claim) be converted into U.S.
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law or (2) governmental authority to limit, delay or prohibit the
making of payments outside the United States.
I hereby consent to the filing of this opinion as an exhibit to the
Rule 462 Registration Statement and to the use of my name under the caption
"Legal Matters" in the prospectus included or incorporated by reference
therein. I further consent to the filing of this opinion as an Exhibit to
the Company's Current Report on Form 8-K dated April 22, 1996, to be filed
with the Commission and to incorporation by reference of this opinion in the
Registration Statement.
Very truly yours,
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EXHIBIT 8.1
April 19, 1996
Apache Corporation
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for Apache Corporation, a Delaware corporation
(the "Company"), in connection with the Company's Registration Statement on Form
S-3 (the "Registration Statement") relating to the registration under Rule
462(b) of the Securities Act of 1933, as amended, of up to an aggregate
$30,000,000 principal amount of the Company's debt securities (the "Debt
Securities"). The Debt Securities are to be issued from time to time in one or
more series pursuant to an Indenture between the Company and Chemical Bank,
dated as of February 15, 1996. The terms of the Debt Securities, which are set
forth in the Registration Statement, are incorporated herein by reference.
Based upon the terms of the Debt Securities, as set forth in the
Registration Statement, we hereby confirm that the discussion set forth in the
Registration Statement under the caption "Certain United States Federal Income
Tax Considerations," except as otherwise stated therein, constitutes our
opinion as to the material federal income tax considerations of the
acquisition, holding and disposition of the Debt Securities.
Pursuant to the provisions of Rule 436(a) promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as amended, we hereby
consent to the filing of this letter as an exhibit to the Registration
Statement and to the references to us under the headings "Certain United States
Federal Income Tax Considerations" and "Legal Matters" in the prospectus
included therein.
Very truly yours,
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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 February 27,
1996 on the audited consolidated financial statements of Apache Corporation
included in the Apache Corporation Annual Report on Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 16, 1996
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EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND
We hereby consent to the incorporation by reference in this registration
statement of our report dated February 13, 1995 on the 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 and 1993; and to all
references to our Firm included in this registration statement.
Coopers & Lybrand
Chartered Accountants
Calgary, Alberta, Canada
April 16, 1996
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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 February 23,
1996 on the audited consolidated financial statements of The Phoenix Resource
Companies, Inc. included in the Apache Corporation Form 8-K dated April 16, 1996
and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
April 16, 1996
