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As filed with the Securities and Exchange Commission on March 19, 1998
Registration No. 33-62753
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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
---------------------------------
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware One Post Oak Central No. 41-0747868
(State or other jurisdiction 2000 Post Oak Boulevard, Suite 100 (I.R.S. Employer
of incorporation or Houston, Texas 77056-4400 Identification Number)
organization) (713) 296-6000
(Address, including zip code, and
telephone number, including area code, of
registrant's executive offices)
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Z. S. KOBIASHVILI
Vice President and General Counsel
One Post Oak Central
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
(713) 296-6000
(Name, address, including zip code, and
telephone number, including area code, of agent
for service)
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This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3
(the "Registration Statement") is being filed by the registrant, Apache
Corporation ("Apache"), for the purpose of removing from registration shares of
Apache Common Stock, par value $1.25 per share ("Apache Common Stock"), and
associated preferred stock purchase rights (the "Rights"). The Registration
Statement was filed on September 19, 1995 and declared effective October 19,
1995.
On January 4, 1995, Apache issued $172,500,000 principal amount of 6%
Convertible Subordinated Debentures due January 15, 2002 (the "Debentures")
pursuant to that certain Fiscal Agency Agreement, dated as of January 4, 1995,
(the "Fiscal Agency Agreement") between Apache and Chemical Bank (now The Chase
Manhattan Bank). The Debentures were convertible into shares of Apache Common
Stock at the conversion price of $30.68 per share or approximately 32.595
shares of Apache Common Stock for each $1,000 principal amount of the
Debentures. Of the total, $88,000,000 principal amount of the Debentures (the
"Restricted Debentures") was issued in the United States in reliance upon the
exemption from registration pursuant to Rule 144A under the Securities Act of
1933, as amended (the "1933 Act"), and $84,500,000 principal amount of the
Debentures was issued outside of the United States in reliance upon the
exemption from registration pursuant to Regulation S under the 1933 Act.
Pursuant to the terms of the Subscription Agreement, dated December 6, 1994 and
related to the Debentures, Apache registered 2,686,318 shares of Apache Common
Stock and Rights issuable upon conversion of the Restricted Debentures. Under
the terms of the Fiscal Agency Agreement, Apache was required to maintain the
effectiveness of the Registration Statement for a period of three years from
January 4, 1995.
Effective April 29, 1997, Rule 144(k) under the 1933 Act was amended to shorten
the required holding period for restricted stock from three years to two years.
The holding period for the shares of Apache Common Stock issuable upon
conversion of the Restricted Debentures included the holding period for the
Debentures which began on January 4, 1995, the date of issuance of the
Debentures. Therefore, after April 29, 1997, the shares of Apache Common Stock
issuable upon conversion of the Restricted Debentures could be freely resold
pursuant to Rule 144(k) (unless held by an "affiliate" of Apache as defined in
Rule 144), and after January 4, 1998, Apache was no longer required to maintain
the effectiveness of the Registration Statement pursuant to the terms of the
Fiscal Agency Agreement.
On December 16, 1997, all $172,500,000 principal amount of the Debentures was
called for redemption, of which none had been converted to shares of Apache
Common Stock prior to such call for redemption. Any Debentures that remained
outstanding (not converted) on January 15, 1998 were redeemed for 103 percent
of the principal amount. As a result, $16,922,000 principal amount of the
Debentures were redeemed ($17,429,660 including the three percent premium) and
$155,578,000 principal amount of the Debentures were converted into a total of
5,070,914 shares of Apache Common Stock. All of such 5,070,914 shares were
issued in reliance upon exemptions from registration under Section 3(a)(9) of
the 1933 Act.
There were no shares of Apache Common Stock and Rights issued under the
Registration Statement. Accordingly, 2,686,318 shares of Apache Common Stock
and Rights are hereby removed from registration.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused Post-Effective
Amendment No. 1 to its 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: March 19, 1998 By: /s/ Z. S. Kobiashvili
---------------------------------
Z. S. Kobiashvili,
Vice President and General Counsel
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
- ---------------------------------- Officer (Principal Executive
Raymond Plank Officer) March 19, 1998
/s/ Roger B. Plank Vice President and Chief Financial
- ---------------------------------- Officer (Principal Financial Officer) March 19, 1998
Roger B. Plank
/s/ Thomas L. Mitchell Controller and Chief Accounting
- ---------------------------------- Officer (Principal Accounting Officer) March 19, 1998
Thomas L. Mitchell
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Signature Title Date
- --------- ----- ----
<S> <C> <C> <C>
/s/ Frederick M. Bohen* Director
- -------------------------------------------
Frederick M. Bohen March 19, 1998
/s/ G. Steven Farris* Director
- -------------------------------------------
G. Steven Farris March 19, 1998
/s/ Randolph M. Ferlic* Director
- -------------------------------------------
Randolph M. Ferlic March 19, 1998
/s/ Eugene C. Fiedorek* Director
- -------------------------------------------
Eugene C. Fiedorek March 19, 1998
/s/ W. Brooks Fields* Director
- -------------------------------------------
W. Brooks Fields March 19, 1998
Director
- -------------------------------------------
A. D. Frazier, Jr.
/s/ Stanley K. Hathaway* Director
- -------------------------------------------
Stanley K. Hathaway March 19, 1998
/s/ John A. Kocur* Director
- -------------------------------------------
John A. Kocur March 19, 1998
Director
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George D. Lawrence, Jr.
Director
- -------------------------------------------
Mary Ralph Lowe
Director
- -------------------------------------------
F. H. Merelli
/s/ Joseph A. Rice* Director
- -------------------------------------------
Joseph A. Rice March 19, 1998
*By /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili, Attorney-in-Fact
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