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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 14, 1997
REGISTRATION NO. 33-53129
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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)
<TABLE>
<C> <C>
DELAWARE NO. 41-0747868
(State of incorporation) (I.R.S. Employer
Identification No.)
ONE POST OAK CENTRAL Z. S. KOBIASHVILI
2000 POST OAK BOULEVARD, SUITE 100 VICE PRESIDENT AND GENERAL COUNSEL
HOUSTON, TEXAS 77056-4400 ONE POST OAK CENTRAL
(713) 296-6000 2000 POST OAK BOULEVARD, SUITE 100
(Address, including zip code, and HOUSTON, TEXAS 77056-4400
telephone number, including area code, of (713) 296-6000
registrant's executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
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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, please check the following
box. [X]
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. [ ]
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PROSPECTUS
150,000 SHARES
APACHE CORPORATION
COMMON STOCK ($1.25 PAR VALUE)
DIVIDEND REINVESTMENT PLAN
This Prospectus relates to 150,000 shares (the "Shares") of the common
stock, par value $1.25 per share (the "Common Stock"), of Apache Corporation
("Apache" or the "Company") offered pursuant to the Dividend Reinvestment Plan
(the "Plan"). The Shares of Common Stock issued under the Plan are listed on The
New York Stock Exchange (the "NYSE") and the Chicago Stock Exchange (the "CSE").
The per share closing price of the Company's Common Stock as reported on The New
York Stock Exchange, Inc. Composite Transactions Reporting System (the
"Composite Tape") for April 11, 1997 was $31.25. The complete mailing address of
the Company's executive offices is 2000 Post Oak Boulevard, Suite 100, Houston,
Texas 77056-4400.
The Plan provides holders of the Common Stock enrolled in the Plan (the
"Participants") with a convenient method of purchasing additional Shares of
Common Stock by (i) automatically reinvesting all or a portion of the cash
dividends on the Company's Common Stock, and/or (ii) making additional cash
investments of not less than $50 each or more than $5,000 in any calendar
quarter.
Purchases of Shares under the Plan are made through the Plan Agent, Norwest
Bank Minnesota, N.A., as Apache may direct either from authorized but previously
unissued Shares of Common Stock ("newly issued Common Stock") or in the open
market.
The price of each Share of the Company's newly issued Common Stock
purchased with reinvested dividends is 100 percent of the unweighted average of
the per share closing prices for the Common Stock as reported on the Composite
Tape for the five consecutive trading days up to and including the cash dividend
payment date. The price of each Share of the Company's newly issued Common Stock
purchased with additional cash investments is the per share closing price for
the Common Stock as reported on the Composite Tape for the established
investment date (usually the last business day of each month). The purchase
price of each Share of the Company's newly issued Common Stock will not be less
than par value.
The price to Participants for shares of the Company's Common Stock
purchased in the open market, with reinvested dividends or with additional cash
investments, is the weighted average purchase price for the applicable
investment period paid by the Plan Agent for such shares, excluding any
brokerage fees or service charges.
Apache pays the costs of administering the Plan, as well as brokerage fees
and service charges on purchases of shares of Common Stock; however,
Participants selling shares under the Plan must pay certain costs relating to
such sales. No underwriting discounts or commissions are paid by Participants in
connection with the offering of the Shares under the Plan, and the Company
receives all proceeds from the sale of newly issued Shares. This Prospectus
should be retained for future reference.
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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.
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THE DATE OF THIS PROSPECTUS IS APRIL 11, 1997.
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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 reports and other information with the Securities and Exchange
Commission (the "SEC"). Reports, proxy statements and other information filed by
Apache can be inspected and copied at the public reference facilities maintained
by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's
Regional Offices at Seven World Trade Center, 13th Floor, New York, New York
10048 and CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained by mail from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates. In addition, reports, proxy statements and other
information concerning Apache may be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005, and also at the offices of the CSE, One
Financial Place, 440 S. LaSalle Street, Chicago, Illinois 60605-1070. The
address of the Company's principal executive offices and its telephone number
are 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400 and (713)
296-6000.
The Company has filed with the SEC a Registration Statement on Form S-3
(the "Registration Statement") under the Securities Act of 1933, as amended (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 exhibits and schedules thereto, certain portions of which
have been omitted pursuant to the rules and regulations of the SEC. The
information so omitted may be obtained from the SEC's principal office in
Washington, D.C. upon payment of the fees prescribed by the SEC. For further
information, reference is hereby made to the Registration Statement. Any
statements contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with the SEC are not
necessarily complete, and in each instance reference is made to the copy of such
document so filed, each such statement being qualified in its entirety by such
reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents previously filed by the Company with the SEC
pursuant to the Exchange Act (SEC File No. 1-4300) are incorporated in and made
a part of this Prospectus:
(1) Annual Report on Form 10-K for the fiscal year ended December 31, 1996.
(2) All documents which the Company files pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering described
herein shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated by reference, or deemed
to 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 or in any accompanying Prospectus
Supplement 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 undertakes to provide without charge, upon the written or oral
request of any person to whom a copy of this Prospectus has been delivered, a
copy of any or all of the documents referred to above which are incorporated in
this Prospectus by reference, other than exhibits to such documents. Requests
should be directed to Cheri L. Peper, Corporate Secretary, Apache Corporation,
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas
77056-4400, (713) 296-6000.
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THE COMPANY
Apache, a Delaware corporation formed in 1954, is an independent energy
company that explores for, develops and produces crude oil and natural gas. In
North America, the Company's exploration and production interests are focused on
the Gulf of Mexico, the Anadarko Basin, the Permian Basin, the Gulf Coast and
the Western Sedimentary Basin of Canada. Outside of North America, the Company
has exploration and production interests offshore Western Australia and in
Egypt, and exploration interests in Indonesia, China and offshore the Ivory
Coast. The Common Stock has been listed on the NYSE since 1969, and on the CSE
since 1960.
The Company holds interests in many of its North American and international
properties through operating subsidiaries, such as Apache Canada Ltd., MW
Petroleum Corporation, Apache Energy Limited, Apache International, Inc., Apache
Overseas, Inc., and The Phoenix Resource Companies, Inc. The Company treats all
operations as one segment of business.
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DIVIDEND REINVESTMENT PLAN
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2000 POST OAK BOULEVARD, SUITE
[APACHE LOGO] 100/HOUSTON, TX 77056-4400
Dear Fellow Stockholder:
The Dividend Reinvestment Plan is open to all holders of record of Apache
Corporation common stock and provides a convenient method of purchasing
additional shares of Apache common stock and increasing your equity
participation in Apache.
Participation is entirely voluntary. Subject to certain limitations, you
may enroll in or withdraw from the Plan whenever you wish. If you elect to
participate, please be sure to read carefully the terms and conditions of the
Plan contained in this prospectus. To enroll, please sign, date and mail the
enclosed authorization card. If you are currently enrolled, your participation
in the Plan will continue without any further action on your part.
Apache Corporation is pleased to provide this Plan to reinvest your cash
dividends and/or to make additional cash investments in shares of Apache common
stock.
Very truly yours,
/s/ RAYMOND PLANK
------------------------------------
Raymond Plank
Chairman of the Board and
Chief Executive Officer
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1. HOW CAN I BENEFIT FROM PARTICIPATION IN THE PLAN?
The Dividend Reinvestment Plan offers a way to systematically use all or
part of your cash dividends to purchase additional shares of the common stock of
Apache Corporation ("Apache shares"). Systematic investment provides long-term
benefits of dollar cost averaging of your stock purchases, even if the
reinvested money is a relatively small amount.
The investment is made automatically on your behalf. Apache pays the costs
of administering the Plan, as well as brokerage fees and service charges on
purchases of Apache shares. You may also elect to contribute additional funds
for investment in Apache shares, and/or to deposit non-Plan Apache share
certificates into your Plan account for safekeeping.
Since dividends will be paid on the Apache shares acquired under the Plan,
you will have full earning power on your investment without delay.
2. HOW DOES THE PLAN WORK?
Once you have enrolled in the Plan, Norwest Bank Minnesota, N.A., the Plan
Agent, does all the work. The Plan Agent automatically uses your dividend to
purchase additional Apache shares and then provides you with a complete,
up-to-date record after each transaction. Should the amount of your dividend be
less than the price of a single Apache share, the Plan Agent will credit your
account with that portion of an Apache share (computed to three decimal places)
purchased with your dividend.
3. HOW CAN I MAKE ADDITIONAL CASH INVESTMENTS?
Once you have enrolled in the Plan, you may make voluntary additional cash
investments of not less than $50 each, or more than an aggregate of $5,000 in
any calendar quarter. The Plan Agent will use such additional cash investments
to purchase Apache shares for you on the established investment date (usually
the last business day of each month). You pay no service charges or brokerage
fees on purchases of Apache shares.
A transmittal form for mailing additional cash investments will be included
with each statement of account which you receive from the Plan Agent. No
interest will be earned on additional cash investments.
4. WHAT IS THE SOURCE OF THE APACHE SHARES PURCHASED UNDER THE PLAN?
Purchases of Apache shares under the Plan are made by the Plan Agent either
(i) from authorized but previously unissued shares of the common stock of Apache
("newly issued shares"), or (ii) in the "open market" (on any securities
exchange where Apache shares are traded, in the over-the-counter market, or in
negotiated transactions).
5. WHAT IS THE PRICE OF APACHE SHARES PURCHASED UNDER THE PLAN?
The price to you of newly issued shares purchased from Apache by the Plan
Agent will be 100 percent of the Average Market Price for Reinvested Dividends
(as defined below) and 100 percent of the Market Price for Additional Cash
Investments (as defined below).
The price to you of Apache shares purchased in the open market will be the
weighted average of all Apache shares purchased by the Plan Agent with the
reinvested funds from a single cash dividend paid by Apache, together with any
funds from additional cash investments being concurrently invested.
The "Average Market Price for Reinvested Dividends" is the unweighted
average of the per share closing prices for Apache common stock, as reported on
The New York Stock Exchange, Inc. Composite Transactions Reporting System (the
"Composite Tape"), for five consecutive trading days up to and including the
cash dividend payment date.
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The "Market Price for Additional Cash Investments" is the per share closing
price for Apache common stock, as reported on the Composite Tape, for the
established investment date (usually the last business day of each month).
Note that your investment in Apache shares acquired under the Plan is no
different from any investment in Apache shares that you may hold outside of the
Plan. Neither Apache nor the Plan Agent can assure you a profit, or protect you
against a loss, that may result from changes in the value of Apache shares held
in your Plan account.
6. HOW DO I ENROLL?
As long as you are a stockholder of record, you may participate in the Plan
with all or any number of your Apache shares. Beneficial owners, whose Apache
shares are held for them in "street" name by brokers, bank nominees or trustees,
should have the Apache shares transferred into their own names or into a
separate account which may then participate in the Plan. To enroll, complete an
authorization card and send it to the Plan Agent at the address set forth below.
7. HOW CAN I DEPOSIT MY APACHE SHARE CERTIFICATE(S) INTO THE PLAN?
If you are a stockholder of record and have enrolled in the Plan, you may
elect to add the Apache shares you hold outside the Plan to those held in your
Plan account by sending your original Apache share certificate(s) to the Plan
Agent at the address set forth below, together with written instructions to
deposit the certificate(s) into the Plan for safekeeping. No endorsement on the
back of the certificate(s) is necessary, provided that the Apache shares are
being deposited into the same account as the stockholder of record. Because you
bear the risk of loss in sending Apache share certificates(s), it is strongly
recommended that you use certified mail, return receipt requested, and that the
mailing be properly insured.
The certificate(s) that you deposit for safekeeping will be cancelled and
your Plan account credited for the Apache shares represented by the
certificate(s). The transaction will appear on your account statement for that
period and, thereafter, the deposited Apache shares will be treated in the same
manner as Apache shares purchased under the Plan. Dividends paid on Apache
shares deposited into the Plan will be automatically reinvested to purchase
additional Apache shares.
Note that a cost basis record for Apache shares deposited for safekeeping
cannot be provided by the Plan Agent. You should retain a record of purchase
prices for deposited Apache shares.
Deposited Apache shares will be held in your Plan account until you request
(i) that a certificate be issued to you, (ii) a sale of all or part of your
Apache shares, or (iii) termination of your participation in the Plan. If you
request a stock certificate for all or part of the Apache shares being held for
you, or if you withdraw from the Plan, a new and differently numbered Apache
share certificate will be issued and sent to you.
8. HOW WILL I BE KEPT INFORMED?
After your first dividend reinvestment and each subsequent transaction, the
Plan Agent will send you a detailed statement of your account.
Please address all questions and other communications regarding the Plan to
the Plan Agent at the following address:
Norwest Bank Minnesota, N.A.
Investment Plan Services
P. O. Box 64856
South St. Paul, MN 55164-0856
1-800-468-9716
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9. HOW CAN I WITHDRAW FROM THE PLAN?
You may terminate your participation in the Plan at any time by sending a
written notice to the Plan Agent who, upon receipt of such notice, will cause
the Apache shares held in your Plan account to be issued to you. Or, if you so
desire, the Plan Agent will sell all or part of your Apache shares and
fractional interests, if any, held in the Plan. In such event, the net proceeds
of such sale, after payment of brokerage fees, any transfer taxes, and a nominal
withdrawal fee, will be forwarded to you.
THE FOREGOING CONSTITUTES ONLY A SUMMARY OF THE PLAN. THE TERMS AND
CONDITIONS OF THE PLAN ARE SET FORTH IN THE FOLLOWING PAGES OF THIS PROSPECTUS,
WHICH SHOULD BE READ CAREFULLY BEFORE COMPLETING AN AUTHORIZATION CARD.
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APACHE CORPORATION DIVIDEND REINVESTMENT PLAN DESCRIPTION, TERMS AND CONDITIONS
1. ELIGIBLE PARTICIPANTS
Holders of record of shares of common stock, par value $1.25 per share
("shares"), of Apache Corporation ("Apache") are entitled to participate in the
dividend reinvestment plan (the "Plan") of Apache.
2. PARTICIPATION
Subject to the provisions of Section 3, any stockholder may elect to
participate in the Plan. Such participation may be made in respect to all or any
portion of the shares held by a participating stockholder. Each stockholder who
participates in the Plan is referred to herein as a "participant." The shares
designated by the participants for participation in the Plan, the shares
acquired under the Plan on behalf of the participants, and any shares deposited
by participants into their Plan accounts for safekeeping are hereinafter
referred to collectively as "participating shares."
3. ELIGIBILITY
All stockholders are eligible to participate in the Plan unless (a) Apache
or Norwest Bank Minnesota, N.A., its successors or assigns (the "Plan Agent"),
has reason to believe that such participation is not, at the time, permitted
under the laws of the jurisdiction in which such stockholder resides or under
the laws of the United States, or (b) the Plan is amended, suspended or
terminated as hereinafter provided.
Beneficial owners of shares whose shares are held for them in registered
names other than their own, such as in the names of brokers, bank nominees or
trustees, should, if they wish to have such shares participate in the Plan,
either arrange for the holder of record of such shares to join the Plan by
submitting a special form prepared by Apache for this purpose (the
"authorization card") to the Plan Agent or have such shares transferred into
their own names or into a separate account which may then participate.
Institutional and nominee accounts are eligible to participate in the Plan
provided that all shares in a single account held of record by the institutional
or nominee holder of record are included in the Plan.
An authorization card will not be accepted from or on behalf of any
stockholder who Apache or the Plan Agent has reason to believe is not eligible
to participate in the Plan.
4. ENROLLMENT
A stockholder who wishes to continue receiving cash dividends on his shares
by check is not required to complete or file any documents or take any action
for that purpose.
To participate under the Plan, a stockholder must complete, sign and return
an authorization card to the Plan Agent. Once a stockholder has enrolled in the
Plan, his participation continues in respect of his participating shares until
terminated by such stockholder or by Apache in accordance with the terms of the
Plan.
Stockholders who intend to enroll all of their shares in the Plan and who
have received more than one authorization card as a result of such shares being
registered in different names or addresses must return all such authorization
cards. Stockholders may consolidate their accounts by so advising the Plan Agent
of their intent in writing and completing the requirements (if any) outlined by
the Plan Agent.
By completing an authorization card, a participant authorizes and directs
Apache to pay any and all cash dividends declared and paid by Apache on all
participating shares (the "reinvested funds") of such participant to the Plan
Agent.
Except as otherwise indicated in this Section 4, a stockholder shall become
a participant in the Plan effective as of the date the enrollment card is
received by the Plan Agent. A stockholder who wishes to participate in the Plan
with respect to a particular cash dividend must have delivered an authorization
card to the Plan Agent on or before the corresponding dividend record date. If
the Plan Agent receives an authorization card from a stockholder after a
particular dividend record date, the cash dividend payable to
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such stockholder will be paid in the manner specified by Apache for stockholders
not participating in the Plan, and participation in the Plan will commence with
the following dividend record date.
Historically, cash dividends on Apache shares have been paid on the last
business day of January, April, July and October; however, no assurance can be
given that such cash dividends will be paid or, if paid, as to the amount
thereof. The record dates of such dividends are generally set approximately 30
days prior to the dividend payment date. Participants will not generally become
record stockholders of shares purchased on their behalf pursuant to the Plan,
and will not become entitled to receive cash dividends thereon until the
dividend record date following the date of the purchase of such shares.
5. APPLICATION OF CASH DIVIDENDS RECEIVED BY PLAN AGENT
The Plan Agent shall establish a separate individual account for each
participant. All reinvested funds received by the Plan Agent shall be credited
to the individual account of each participant in the amount to which each such
participant is entitled. Such reinvested funds will be invested in the purchase
of additional shares for the accounts of the participants by the Plan Agent as
soon as practicable after the monthly established investment date.
6. ADDITIONAL CASH INVESTMENTS
A participant may also make voluntary additional cash investments in the
Plan of not less than $50 or more than $5,000 per calendar quarter; however,
additional cash investments may only be made by participants in the Plan. Each
additional cash investment by a participant shall be sent to the Plan Agent and
shall be accompanied by the transmittal form for mailing additional cash
investments that will be included in each statement of account furnished to
participants as set forth in Section 13. No interest will be paid on any cash
investment between the date of receipt by the Plan Agent and the date of
investment in additional shares. The Plan Agent will use such additional cash to
purchase shares for the participant's account on the monthly established
investment date.
Any additional cash investment will be returned by mail to the participant
who sent the investment, to the address shown on the Plan Agent's records, if
written notice requesting such return is received by the Plan Agent at least two
business days prior to the monthly established investment date on which the
purchase of additional shares would be made with such investment.
7. PURCHASE OF SHARES BY THE PLAN AGENT
Purchase of shares for the accounts of the participants shall be made
solely by and through the Plan Agent. The Plan Agent shall make such purchases
as Apache may direct either (a) from authorized but previously unissued shares
of the common stock of Apache (the "newly issued shares"), or (b) on any
securities exchange to which the shares are admitted to trading, in the
over-the-counter market or in negotiated transactions (collectively, the "open
market") on such terms as to price, delivery and otherwise as the Plan Agent
may, in its sole and absolute discretion, determine. In addition, the Plan Agent
may make purchases (and sales) in offsetting transactions as set forth in
Section 14. The Plan Agent will make its purchases monthly on the established
investment date.
8. TEMPORARY CURTAILMENT OF PURCHASES OR SALES
Temporary curtailment or suspension of purchases or sales of shares may be
made at any time when such purchases or sales would, in the judgment of the Plan
Agent, contravene or be restricted by applicable regulations, interpretations or
orders of the Securities and Exchange Commission, or any other governmental
commission, agency or instrumentality, of any court or securities exchange or of
the National Association of Securities Dealers, Inc. The Plan Agent shall not be
accountable or otherwise liable for failure to make purchases or sales at such
times.
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9. PRICE OF SHARES TO PARTICIPANTS
The price per share at which the Plan Agent shall be deemed to have
purchased shares for a participant's account shall be as follows:
(a) for newly issued shares purchased from Apache, 100 percent of the
Average Market Price for Reinvested Dividends (as defined below) and 100
percent of the Market Price for Additional Cash Investments (as defined
below), or
(b) for shares purchased in the open market, the weighted average of
all shares purchased with the reinvested funds from a single cash dividend
paid by Apache, together with any funds from additional cash investments
being concurrently invested.
The price per share for newly issued shares purchased from Apache shall not
be less than the par value of $1.25 per share.
The "Average Market Price for Reinvested Dividends" shall be the unweighted
average of the per share closing prices for Apache common stock, as reported on
The New York Stock Exchange, Inc. Composite Transactions Reporting System (the
"Composite Tape"), for five consecutive trading days up to and including the
cash dividend payment date.
The "Market Price for Additional Cash Investments" shall be the per share
closing price for Apache common stock, as reported on the Composite Tape, for
the monthly established investment date.
10. DELIVERY AND CUSTODY OF SHARES
Shares purchased under the Plan shall not initially be issued to
participants but shall be registered in the name of and held by the Plan Agent
or its nominee. The separate account of each participant whose funds were used
to purchase shares shall be credited with that participant's pro-rata portion of
all shares purchased pursuant to the Plan. The shares purchased under the Plan
for each participant shall be shown on his statement of account as provided in
Section 13. No certificates representing such shares will be issued to a
participant unless such participant so requests in writing to the Plan Agent or
until the participant's account is terminated as described in Section 15.
Neither Apache, nor the Plan Agent shall have any responsibility for any change
in the value of the shares purchased and held in the Plan for any participant's
account.
11. DEPOSIT OF SHARES
A participant may, if desired, deposit all or a part of the shares that
such participant holds in certificate form to the balance in the participant's
account by sending their original certificate(s) to the Plan Agent, together
with written instructions to deposit the shares represented by such
certificate(s) into the Plan. Such deposited shares will be registered in the
name of Plan Agent, or its nominee, and will be held in the participant's
account until such time as the participant requests a certificate, sale of
shares by the Plan Agent, or termination of participation in the Plan.
12. ISSUANCE OF SHARES
A participant may, without terminating participation in the Plan, upon
written request to the Plan Agent, have any number of the whole shares, which
have been purchased and held for the participant's account or deposited into the
participant's account under the Plan, registered in such participant's name and
delivered to such participant. Such shares will continue to be treated as
participating shares for purposes of dividend reinvestment under the Plan unless
a written request delivered to the Plan Agent specifies otherwise. Such requests
must be mailed or delivered to the Plan Agent at the address set forth in
Section 23. Except as hereinafter expressly provided, shares purchased through
the Plan will be issued to a participant within seven days following receipt by
the Plan Agent of such participant's written request. Any remaining
participating shares will continue to be held for the participant's account
under the Plan, and the participant will remain enrolled in the Plan.
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Accounts under the Plan will be maintained in the names in which the
participant's shares were registered at the time the stockholder enrolled in the
Plan. As a result, shares will be similarly registered when issued to
participants under this section.
Shares held by the Plan Agent under the Plan may not be pledged, assigned,
sold or otherwise disposed of by a participant, and any such purported pledge,
assignment, sale or other disposition shall be void. A participant who wishes to
pledge, assign, sell or otherwise dispose of such shares must request that the
shares be issued to him under this section or terminate participation in the
Plan under Section 15 with respect to such shares.
13. STATEMENTS OF ACCOUNT
The Plan Agent will maintain a separate individual account for each
participant. A statement of account will be mailed to each participant by the
Plan Agent as soon as practicable after purchase or sale of shares. A similar
statement will be furnished to participants after any deposit of shares,
withdrawal of accumulated shares or termination of participation in the Plan.
Each such statement will indicate, among other things, (a) the amount of
cash dividends and/or voluntary additional cash investments received by the Plan
Agent and used to purchase of shares for the participant's account, (b) the
price per share of such shares purchased for the participant's account, (c) the
number of shares purchased or sold by the Plan Agent for the participant's
account, and (d) as of the date following the dividend payment date or the
monthly established investment date, the total number of shares held for the
account of the participant in the Plan.
14. SALE OF SHARES ON BEHALF OF PARTICIPANT
A participant may, if desired, request in writing that any number of whole
shares credited to the participant's account be sold by the Plan Agent. The Plan
Agent shall have the right to require that the participant's signature on such
request be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved
signature guaranty medallion program). When a request to sell whole shares for a
participant's account has been received, such shares will be sold by the Plan
Agent, and the participant will receive a check for the proceeds of the sale,
less any brokerage fees and commissions, the applicable withdrawal fee and any
transfer taxes. Sales may be made on any securities exchange on which the shares
are traded or listed for trading, in the over-the-counter market or in
negotiated transactions and on such terms as to price, delivery and otherwise as
the Plan Agent may, in its sole and absolute discretion, determine. Any such
sale shall be made within five business days following the receipt of the
participant's written request to sell such shares, unless sale is curtailed or
suspended in accordance with Section 8.
Such request can apply only to authorization for sale and cannot apply as
to the price, terms or timing of such sale.
15. TERMINATION OF PARTICIPATION
Participation in the Plan may be terminated by a participant in respect of
all or any portion of the participating shares by written notice to the Plan
Agent at the address specified in Section 23. All cash dividends relating to a
dividend record date subsequent to the termination of the participant's account
shall be paid directly to the stockholder by check or in such other manner as
may be specified by Apache for stockholders not participating in the Plan.
Notices received between a dividend record date and the corresponding dividend
payment date will become effective after the shares purchased with the
reinvested funds have been credited to the account.
Upon termination of a participant's account, the terminating participant
will receive the number of whole shares credited to the participant's account
unless the participant's termination notice instructs the Plan Agent that all of
such shares be sold. Any whole shares will be registered in the name in which
the terminating participant's original participating shares are registered. If a
request to sell whole shares for a terminating
11
<PAGE> 13
participant's account meeting the requirements of Section 14 has been timely
received, such shares will be sold by the Plan Agent and the net proceeds of
such sale, after payment of brokerage fees and commissions, the applicable
withdrawal fee and any transfer taxes, shall be remitted by the Plan Agent to
the terminating participant as provided in Section 14.
In every case of termination of a participant's account, the terminating
participant will receive payment for any fractional share credited to the
participant's account. No certificates for fractional shares will be issued upon
termination of a participant's account. The amount of such fractional share
payment shall be calculated based on the unweighted average of the high and low
per share prices of Apache common stock, as reported on the Composite Tape, for
the date of termination. Payment for any fractional share will be made by check
(less the withdrawal fee) and delivered concurrently with any whole shares or
any net proceeds from the sale of whole shares.
16. VOTING BY PARTICIPANTS
The Plan Agent will vote all shares held in a participant's account in the
same way in which the participant votes shares of Apache common stock standing
of record in the participant's name by the regular proxy returned by the
participant to Apache or its agent, or, if the Plan Agent sends to the
participant a separate or combined proxy covering the shares credited to the
participant's account, then such shares will be voted as designated in such
separate or combined proxy. In the event the participant does not direct the
voting of his shares by either such regular, separate or combined proxy, the
shares credited to the participant's account will not be voted.
17. RIGHTS, OFFERINGS, SHARES SPLITS AND SHARE DIVIDENDS
In the event that Apache makes available to its stockholders rights to
subscribe for additional shares or other securities, the rights attributable to
those shares held by the Plan Agent pursuant to the Plan shall be delivered to
the Plan Agent for sale through the Plan Agent. The proceeds received by the
Plan Agent from the sale of such rights shall be applied to the acquisition of
additional shares for the account of each of the participants. Any participant
who wishes to receive directly any such rights may do so by sending to the Plan
Agent, at least two weeks prior to the rights offering record date, a written
request that certificates in the participant's name for such rights be sent
directly to the participant.
Any shares distributed as a result of a dividend of shares on, or a split
of shares of, shares held by and in the name of the Plan Agent for the accounts
of participants under the Plan will be retained by the Plan Agent and credited
proportionally to the accounts of all participants in the Plan. Receipts for
shares issued as a result of a dividend of shares on, or a split of shares of,
shares registered in the name of a participant will be mailed directly to such
participant in the same manner as to stockholders not participating in the Plan.
18. RESPONSIBILITIES OF APACHE AND THE PLAN AGENT
Neither Apache nor the Plan Agent shall be liable for any act done in good
faith or for any good faith omission to act, including without limitation, any
claim of liability (a) arising out of any failure to terminate a participant's
account upon such participant's death, incapacity or dissolution prior to the
receipt by the Plan Agent of written notice of such death, incapacity or
dissolution, (b) with respect to the price(s) at which shares are purchased or
sold for a participant's account, (c) concerning the time(s) when such
purchase(s) or sale(s) are made, and (d) with respect to the value of shares
purchased and held for the participant's account or deposited into the
participant's account under the Plan.
19. BROKERAGE FEES, COMMISSIONS, COSTS OF ADMINISTRATION
All costs of administering the Plan shall be paid by Apache. Each
participant's pro-rata share of all brokerage fees and commissions incurred in
connection with the purchase in the open market of shares under the Plan will be
paid by Apache; however, each participant selling shares under the Plan will pay
a withdrawal fee and any brokerage fees, commissions, and transfer taxes in
connection with such sales.
12
<PAGE> 14
20. TAX RESPONSIBILITY
Each participant will be responsible for any taxes which may be payable on
dividends reinvested under the Plan. Additionally, under current tax
regulations, the participant's pro-rata portion of the brokerage fees and
commissions paid by Apache to purchase shares in the open market, and certain
expenses paid to administer the Plan generally, will be considered taxable
income to the participant. The proper statements for tax reporting purposes will
be provided annually to each participant by the Plan Agent.
21. RISKS OF MARKET PRICE FLUCTUATIONS
A participant's investment in shares purchased under the Plan is recognized
as being no different from any investment in shares directly held. Accordingly,
neither Apache nor the Plan Agent can assure a profit or protect participants
against a loss on shares purchased under the Plan, and each participant shall
bear the risk of loss and enjoy the benefits of any gain from market price
changes with respect to shares purchased under the Plan.
22. AMENDMENT, MODIFICATION, SUSPENSION, TERMINATION AND INTERPRETATION OF THE
PLAN
Apache reserves the right to amend, modify, suspend or terminate the Plan
or participation therein, in whole or in part, or in regard to any or all
participants, at any time, provided such action has no retroactive effect that
would prejudice the interest of participants. All participants will be sent
written notice of any such amendment, modification, suspension or termination.
If the Plan or participation therein is terminated in whole or in part by
Apache, the whole shares credited to the account of each affected participant,
and payment for any fractional shares, will be distributed to such participant.
The amount of any fractional share payment shall be calculated pursuant to
Section 15. In the event of suspension of the Plan by Apache, dividends payable
on participating shares after the effective date of suspension will be paid to
the participants by check or in such other manner as may be specified by Apache.
Apache and the Plan Agent also reserve the right to interpret the terms and
conditions of the Plan.
23. NOTICES
All communications with or notices required to be given to the Plan Agent
should be addressed to:
<TABLE>
<S> <C>
IF MAILED: IF DELIVERED:
Norwest Bank Minnesota, N.A. Norwest Bank Minnesota, N.A.
Investment Plan Services Stock Transfer Department
P. O. Box 64856 161 North Concord Exchange, 2nd Floor
South St. Paul, MN 55164-0856 South St. Paul, MN 55075
</TABLE>
Additional authorization cards may be requested and inquiries made about
the Plan by writing to the mailing address shown above or by calling the Plan
Agent at (612) 450-4064 or 1-800-468-9716.
All communications with or notices required to be given to a participant
will be sent to the participant at the most recent address appearing on the list
of stockholders maintained by the transfer agent of Apache or at a more recent
address as furnished in writing by the participant to the Plan Agent in the
manner specified above.
In the event of any change in or substitution of the Plan Agent, a notice
of the new Plan Agent's address and telephone number shall be sent to all
participants and this Section 23 shall be amended accordingly.
24. GOVERNING LAW
The terms and conditions of the Plan and its operation shall be governed by
the laws of the State of Texas.
13
<PAGE> 15
25. NO TERMINATION BY OPERATION OF LAW
The delivery by a participant of a signed authorization card to the Plan
Agent shall constitute an irrevocable appointment of the Plan Agent as such
participant's agent, which appointment can be terminated by terminating such
participant's account in the manner provided in Section 15. The authority
conferred by the authorization card shall not be terminated by operation of law,
whether by the death or incapacity of the participant, the termination of any
trust, the dissolution of any corporation or the occurrence of any other event.
26. GENDER AND NUMBER
Except when otherwise indicated by the context, the masculine gender shall
also include the feminine gender, and the definition of any term herein in the
singular shall also include the plural.
27. EFFECTIVE DATE
The effective date of the Plan is as of January 1, 1997.
14
<PAGE> 16
USE OF PROCEEDS
The Company intends to use the proceeds of the sale of any newly issued
shares of Common Stock under the Plan for general corporate purposes. Since the
price of the shares of Common Stock offered under the Plan is based on future
market prices, the Company is unable to make an advance determination of the
price at which shares of Common Stock will be sold to Participants or the
proceeds of such sales.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 5,000,000 shares of
preferred stock and 215,000,000 shares of Common Stock. The descriptions set
forth below of the Common Stock, the preferred stock and the Rights (as defined
below) constitute brief summaries of certain provisions of Apache's Restated
Certificate of Incorporation, Apache's Bylaws and the Rights Agreement between
Apache and Norwest Bank Minnesota, N.A. ("Norwest"), and are qualified in their
entirety by reference to the relevant provisions of such documents, all of which
are listed as exhibits to the Registration Statement and are incorporated herein
by reference.
COMMON STOCK
All outstanding shares of Common Stock are fully paid and nonassessable,
and 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 and as 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 ten-thousandth (1/10,000)
share of Series A Preferred Stock (as defined below) for each share of Common
Stock issued in order to provide for possible exercises of Rights (as defined
below) under the Company's existing Rights Agreement.
The currently outstanding Common Stock and the Rights (as defined below)
under the Company's existing Rights Agreement are listed on the NYSE and the
CSE. Norwest is the transfer agent and registrar for the Common Stock.
Apache 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.
PREFERRED STOCK
Apache has five million shares of no par preferred stock authorized, of
which 25,000 shares have been designated Series A Junior Participating Preferred
Stock ("Series A Preferred Stock") and authorized for issuance pursuant to the
Rights (as defined below) that trade with the Common Stock. No preferred stock
is currently outstanding; however, shares of Series A Preferred Stock have been
reserved for issuance in accordance with the Rights Agreement relating to the
Rights. Shares of preferred stock may be authorized for issuance and 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
(including conversion into or exchange for Common Stock or other securities of
Apache or its subsidiaries), as may be stated and expressed in the resolution or
resolutions adopted by the Board of Directors providing for the issuance of such
preferred stock.
15
<PAGE> 17
RIGHTS
In December 1995, Apache declared a dividend or one right (a "Right") for
each outstanding share of Common Stock effective January 31, 1996. Each Right
entitles the registered holder to purchase from Apache one ten-thousandth
(1/10,000) of a share of Series A Preferred Stock at a price of $100 per one
ten-thousandth of a share, subject to adjustment. The Rights are exercisable ten
calendar days following a public announcement that certain persons or groups
have acquired 20 percent or more of the outstanding shares of Common Stock or
ten business days following commencement of an offer for 30 percent or more of
the outstanding shares of Common Stock. Unless and until the Rights become
exercisable, they will be transferred with and only with the shares of Common
Stock. If Apache engages in certain business combinations or a 20-percent
stockholder engages in certain transactions with Apache, the Rights become
exercisable for Common Stock or the common stock of the corporation acquiring
Apache (as the case may be) at 50 percent of the then-market price. Any Rights
that are or were beneficially owned by a person who has acquired 20 percent or
more of the outstanding shares of Common Stock, and who engages in certain
transactions or realizes the benefits of certain transactions with Apache, will
become void. Apache may redeem the Rights at $.01 per Right at any time until
ten business days after public announcement that a person has acquired 20
percent or more of the outstanding shares of Common Stock. Unless the Rights
have been previously redeemed, all shares of Common Stock will include Rights,
including the Common Stock issuable under the terms of the Apache Corporation
Dividend Reinvestment Plan.
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 percent 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 five percent of the Company's voting shares.
Article Twelve further provides that such an 80 percent approval is necessary to
authorize any sale or lease of assets between the Company and any beneficial
holder of five percent 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
five percent 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 five percent 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 five percent
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.
LEGAL MATTERS
Certain legal matters regarding the validity of the shares of Common Stock
offered hereby will be passed upon by the Z. S. Kobiashvili, the Company's Vice
President and General Counsel.
EXPERTS
The audited consolidated financial statements included in the Company's
Annual Report on Form 10-K incorporated by reference into this Prospectus have
been audited by Arthur Andersen LLP, independent public accountants ("Arthur
Andersen"), as indicated in their report with respect thereto. In Arthur
Andersen's report, that firm states that with respect to DEKALB Energy Company
("DEKALB"), for the year ended December 31, 1994, its opinion is based on the
report of other independent public accountants,
16
<PAGE> 18
namely Coopers & Lybrand, Chartered Accountants. The financial statements
referred to above have been incorporated by reference herein in reliance upon
the authority of said firms as experts in accounting and auditing in giving said
report.
The audited consolidated financial statements of DEKALB included in the
Company's Annual Report on Form 10-K incorporated by reference into this
Prospectus have been audited by Coopers & Lybrand, Chartered Accountants, as
indicated in their report with respect thereto, and have been incorporated
herein in reliance upon the authority of that firm as experts in accounting and
auditing in giving said report.
17
<PAGE> 19
================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN, OR INCORPORATED BY
REFERENCE IN, THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN
THE SECURITIES DESCRIBED IN THIS PROSPECTUS OR 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.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN
THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Information Incorporated by
Reference........................... 2
The Company........................... 3
Dividend Reinvestment Plan............ 4
Use of Proceeds....................... 15
Description of Capital Stock.......... 15
Legal Matters......................... 16
Experts............................... 16
</TABLE>
150,000 SHARES
COMMON STOCK
($1.25 PAR VALUE)
---------------------
[APACHE LOGO]
DIVIDEND REINVESTMENT PLAN
---------------------
APRIL 11, 1997
================================================================================
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Registration fee............................................ $1,222
Stock exchange listing fees................................. 2,500
Legal fees and expenses..................................... 3,000
Accounting fees and expenses................................ 2,000
Miscellaneous fees and expenses............................. 528
------
Total............................................. $9,250
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, 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 indemnitee 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 Delaware General Corporation Law. 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 Delaware General Corporation Law (relating to the
declaration of dividends and purchase or redemption of shares in violation of
the Delaware General Corporation Law); and (v) for transactions from which the
director derived an improper personal benefit.
II-1
<PAGE> 21
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<C> <S>
4.1 -- Restated Certificate of Incorporation of Apache
(incorporated by reference to Exhibit 3.1 to Apache's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, SEC File No. 1-4300)
4.2 -- Certificate of Ownership and Merger Merging Apache Energy
Resources Corporation into Apache, effective December 31,
1995, as filed with the Secretary of State of Delaware on
December 21, 1995 (incorporated by reference to Exhibit
3.2 to Apache's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, SEC File No. 1-4300)
4.3 -- Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock of Apache,
effective January 31, 1996, as filed with the Secretary
of State of Delaware on January 22, 1996 (incorporated by
reference to Exhibit 3.3 to Apache's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995,
SEC File No. 1-4300)
4.4 -- Bylaws of Apache, as amended July 11, 1996, effective as
of May 2, 1996 (incorporated by reference to Exhibit 3.1
to Amendment No. 1 on Form 8-K/A to Apache's Current
Report on Form 8-K, dated May 20, 1996, SEC File No.
1-4300)
4.5 -- Form of Apache Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995,
SEC File No. 1-4300)
4.6 -- Rights Agreement dated as of January 31, 1996 between
Apache and Norwest Bank Minnesota, N.A., rights agent,
relating to the declaration of a Rights dividend to the
holders of record of Apache Common Stock as of January
31, 1996 (incorporated by reference to Exhibit (a) to
Apache's Registration Statement on Form 8-A, SEC File No.
1-4300)
**5.1 -- Opinion of legal counsel regarding legality of securities
being registered.
*23.1 -- Consent of Arthur Andersen LLP.
*23.2 -- Consent of Coopers & Lybrand, Chartered Accountants.
*23.3 -- Consent of Ryder Scott Company Petroleum Engineers.
*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 as part of the
signature pages of this Post-Effective Amendment No. 1 to
the Registration Statement.
*99.1 -- Apache Corporation Dividend Reinvestment Plan included as
a part of this Post-Effective Amendment No. 1 to the
Registration Statement.
*99.2 -- Dividend Reinvestment Plan authorization card.
</TABLE>
- ---------------
* Filed herewith
** Previously filed
II-2
<PAGE> 22
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 the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(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.
(4) 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 this registration statement
relating to the securities offered herein, 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.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus 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.
II-3
<PAGE> 23
(b) 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 of Article 15, 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-4
<PAGE> 24
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 11, 1997 By: /s/ RAYMOND PLANK
----------------------------------
Raymond Plank,
Chairman and Chief Executive
Officer
POWER OF ATTORNEY
The officers and directors of Apache Corporation, whose signatures appear
below, hereby constitute and appoint G. Steven Farris, Mark A. Jackson and Z. S.
Kobiashvili, and each of them (with full power to each of them to act alone),
the true and lawful attorney-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 shall do or cause to be done by virtue thereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
/s/ RAYMOND PLANK Chairman and Chief Executive April 11, 1997
- ----------------------------------------------------- Officer (Principal Executive
Raymond Plank Officer)
/s/ MARK A. JACKSON Vice President and Chief April 11, 1997
- ----------------------------------------------------- Financial
Mark A. Jackson Officer (Principal Financial
Officer)
/s/ THOMAS L. MITCHELL Controller and Chief Accounting April 11, 1997
- ----------------------------------------------------- Officer (Principal Accounting
Thomas L. Mitchell Officer)
</TABLE>
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <C>
/s/ FREDERICK M. BOHEN Director April 11, 1997
- -----------------------------------------------------
Frederick M. Bohen
/s/ VIRGIL B. DAY Director April 11, 1997
- -----------------------------------------------------
Virgil B. Day
/s/ G. STEVEN FARRIS Director April 11, 1997
- -----------------------------------------------------
G. Steven Farris
/s/ RANDOLPH M. FERLIC Director April 11, 1997
- -----------------------------------------------------
Randolf M. Ferlic
/s/ EUGENE C. FIEDOREK Director April 11, 1997
- -----------------------------------------------------
Eugene C. Fiedorek
/s/ W. BROOKS FIELDS Director April 11, 1997
- -----------------------------------------------------
W. Brooks Fields
/s/ ROBERT V. GISSELBECK Director April 11, 1997
- -----------------------------------------------------
Robert V. Gisselbeck
/s/ STANLEY K. HATHAWAY Director April 11, 1997
- -----------------------------------------------------
Stanley K. Hathaway
/s/ JOHN A. KOCUR Director April 11, 1997
- -----------------------------------------------------
John A. Kocur
/s/ GEORGE D. LAWRENCE, JR. Director April 11, 1997
- -----------------------------------------------------
George D. Lawrence, Jr.
/s/ MARY RALPH LOWE Director April 11, 1997
- -----------------------------------------------------
Mary Ralph Lowe
/s/ JOSEPH A. RICE Director April 11, 1997
- -----------------------------------------------------
Joseph A. Rice
</TABLE>
<PAGE> 26
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
4.1 -- Restated Certificate of Incorporation of Apache
(incorporated by reference to Exhibit 3.1 to Apache's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, SEC File No. 1-4300)
4.2 -- Certificate of Ownership and Merger Merging Apache Energy
Resources Corporation into Apache, effective December 31,
1995, as filed with the Secretary of State of Delaware on
December 21, 1995 (incorporated by reference to Exhibit
3.2 to Apache's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, SEC File No. 1-4300)
4.3 -- Certificate of Designations, Preferences and Rights of
Series A Junior Participating Preferred Stock of Apache,
effective January 31, 1996, as filed with the Secretary
of State of Delaware on January 22, 1996 (incorporated by
reference to Exhibit 3.3 to Apache's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995,
SEC File No. 1-4300)
4.4 -- Bylaws of Apache, as amended July 11, 1996, effective as
of May 2, 1996 (incorporated by reference to Exhibit 3.1
to Amendment No. 1 on Form 8-K/A to Apache's Current
Report on Form 8-K, dated May 20, 1996, SEC File No.
1-4300)
4.5 -- Form of Apache Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995,
SEC File No. 1-4300)
4.6 -- Rights Agreement dated as of January 31, 1996 between
Apache and Norwest Bank Minnesota, N.A., rights agent,
relating to the declaration of a Rights dividend to the
holders of record of Apache Common Stock as of January
31, 1996 (incorporated by reference to Exhibit (a) to
Apache's Registration Statement on Form 8-A, SEC File No.
1-4300)
**5.1 -- Opinion of legal counsel regarding legality of securities
being registered.
*23.1 -- Consent of Arthur Andersen LLP.
*23.2 -- Consent of Coopers & Lybrand, Chartered Accountants.
*23.3 -- Consent of Ryder Scott Company Petroleum Engineers.
*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 as part of the
signature pages of this Post-Effective Amendment No. 1 to
the Registration Statement.
*99.1 -- Apache Corporation Dividend Reinvestment Plan included as
a part of this Post-Effective Amendment No. 1 to the
Registration Statement.
*99.2 -- Dividend Reinvestment Plan authorization card.
</TABLE>
- ---------------
* Filed herewith
** Previously filed
<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 February 28,
1997 on the audited consolidated financial statements of Apache Corporation and
Subsidiaries included in the Apache Corporation Annual Report on Form 10-K for
the year ended December 31, 1996, and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 10, 1997
<PAGE> 1
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 our audit of the consolidated
financial statements of DEKALB Energy Company for the year ended December 31,
1994 included in the Apache Corporation Annual Report on Form 10-K for the year
ended December 31, 1996, and to all references to our Firm included in this
registration statement.
Coopers & Lybrand
Chartered Accountants
Calgary, Alberta, Canada
April 11, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the incorporation
by reference in this registration statement of our Firm's review of the proved
oil and gas reserve quantities of Apache Corporation as of January 1, 1997, and
to all references to our Firm included in this registration statement.
Ryder Scott Company
Petroleum Engineers
Houston, Texas
April 11, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers and geologists, we hereby consent to the
incorporation by reference in this Registration Statement of our Firm's review
of the proved oil and gas reserve quantities as of January 1, 1997, for certain
of Apache Corporation's interests located in The Arab Republic of Egypt, and to
all references to our Firm included in this Registration Statement.
Netherland, Sewell & Associates, Inc.
By: /s/ FREDERICK D. SEWELL
------------------------------------
Frederick D. Sewell
President
Dallas, Texas
April 11, 1997
<PAGE> 1
EXHIBIT 99.2
- --------------------------------------------------------------------------------
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT SERVICE
-------------------------------------------------------------------------------
I authorize Apache Corporation to pay Norwest Bank Minnesota, N.A.
for my account all cash dividends payable to me on Apache common stock
registered in my name.
I hereby appoint Norwest Bank Minnesota, N.A. as my agent, subject
to the terms and conditions of authorization for automatic dividend
reinvestment service set forth in this prospectus, and authorize
Norwest Bank Minnesota, N.A. as purchasing agent, to apply all such
cash dividends and voluntary cash payments received by it to the
purchase of full and fractional shares of Apache Corporation.
This authorization and appointment is given with the understanding
that I may terminate it at any time by so notifying Norwest Bank
Minnesota, N.A. in writing.
(Please check one)
[ ] Reinvest the cash dividends on all Apache
Corporation shares I hold.
[ ] Reinvest the cash dividends on
--------------------------
(number) of the Apache Corporation shares I
hold.
SOCIAL SECURITY NUMBER OR TAXPAYER
IDENTIFICATION NUMBER MUST BE ENTERED.
Shareholder Names (Please Print)
------------------------------------
IMPORTANT -- ALL REGISTERED OWNERS
MUST SIGN
------------------------------------
Shareholder Signature
------------------------------------
Shareholder Signature
------------------------------------
Date
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