<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2000
REGISTRATION NO. 333-31092
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APACHE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE NO. 41-0747868
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
(713) 296-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
APACHE CORPORATION DEFERRED DELIVERY PLAN
NON-QUALIFIED RETIREMENT/SAVINGS PLAN OF APACHE CORPORATION
(FULL TITLES OF THE PLAN)
Z.S. KOBIASHVILI
VICE PRESIDENT AND GENERAL COUNSEL
APACHE CORPORATION
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
(713) 296-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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ITEM 8. EXHIBITS.
The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current
Report on Form 8-K, dated December 17, 1999, Commission File No.
1-4300)
4.2 Bylaws of Apache Corporation, as amended May 4, 2000 (incorporated
by reference to Exhibit 3.1 to Apache's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000, Commission File No.
1-4300)
4.3 Form of Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form 10-K for
the year ended December 31, 1995, Commission File No.
1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and Norwest
Bank Minnesota, N.A., rights agent (incorporated by reference to
Exhibit (a) to Apache's Registration Statement on Form 8-A, dated
January 24, 1996, Commission File No. 1-4300)
*4.5 Apache Corporation Deferred Delivery Plan, as amended July 20, 2000,
and election forms
4.6 Non-Qualified Retirement/Savings Plan of Apache Corporation,
restated as of January 1, 1997, and amendments effective as of
January 1, 1997, January 1, 1998 and January 1, 1999 (incorporated
by reference to Exhibit 10.17 to Apache's Annual Report on Form 10-K
for the year ended December 31, 1998, Commission File No. 1-4300)
**4.7 Amendment to the Non-Qualified Retirement/Savings Plan of Apache
Corporation dated February 22, 2000, effective as of January 1,
1999.
*4.8 Amendment to the Non-Qualified Retirement/Savings Plan of Apache
Corporation, dated July 27, 2000.
**5.1 Opinion of legal counsel regarding legality of securities being
registered
**23.1 Consent of Arthur Andersen LLP
**23.2 Consent of Ryder Scott Petroleum Engineers
**23.3 Consent of Netherland, Sewell & Associates, Inc.
**23.4 Consent of legal counsel included in Exhibit 5.1
**24.1 Power of Attorney was included as part of the signature pages of
the Registration Statement.
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* Filed herewith
** Previously filed
II-1
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Houston,
State of Texas.
APACHE CORPORATION
Date: August 18, 2000 By: /s/ Raymond Plank*
------------------------------------
Raymond Plank,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed by the following
persons, in the capacities and on the dates indicated.
SIGNATURE TITLE
--------- -----
/s/ Raymond Plank* Chairman and Chief
--------------------------- Executive Officer
Raymond Plank (Principal Executive Officer)
/s/ Roger B. Plank* Executive Vice President and
--------------------------- Chief Financial Officer
Roger B. Plank (Principal Financial Officer)
/s/ Thomas L. Mitchell* Vice President and
--------------------------- Controller
Thomas L. Mitchell (Principal Accounting Officer)
<PAGE> 4
SIGNATURE TITLE
--------- -----
/s/ Frederick M. Bohen* Director
---------------------------
Frederick M. Bohen
/s/ G. Steven Farris* Director
---------------------------
G. Steven Farris
/s/ Randolph M. Ferlic* Director
---------------------------
Randolph M. Ferlic
/s/ Eugene C. Fiedorek* Director
---------------------------
Eugene C. Fiedorek
/s/ A. D. Frazier, Jr.* Director
---------------------------
A. D. Frazier, Jr.
Director
---------------------------
John A. Kocur
/s/ George D. Lawrence Jr.* Director
---------------------------
George D. Lawrence Jr.
/s/ Mary Ralph Lowe* Director
---------------------------
Mary Ralph Lowe
/s/ F. H. Merelli* Director
---------------------------
F. H. Merelli
/s/ Rodman D. Patton* Director
---------------------------
Rodman D. Patton
/s/ Joseph A. Rice* Director
---------------------------
Joseph A. Rice
*By: /s/ Z. S. Kobiashvili August 18, 2000
---------------------------
Z. S. Kobiashvili
Attorney-in-Fact
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current
Report on Form 8-K, dated December 17, 1999, Commission File No.
1-4300)
4.2 Bylaws of Apache Corporation, as amended May 4, 2000 (incorporated
by reference to Exhibit 3.1 to Apache's Quarterly Report on Form
10-Q for the quarter ended March 31, 2000, Commission File No.
1-4300)
4.3 Form of Registrant's Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form 10-K for
the year ended December 31, 1995, Commission File No.
1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and Norwest
Bank Minnesota, N.A., rights agent (incorporated by reference to
Exhibit (a) to Apache's Registration Statement on Form 8-A, dated
January 24, 1996, Commission File No. 1-4300)
*4.5 Apache Corporation Deferred Delivery Plan, as amended July 20, 2000,
and election forms
4.6 Non-Qualified Retirement/Savings Plan of Apache Corporation,
restated as of January 1, 1997, and amendments effective as of
January 1, 1997, January 1, 1998 and January 1, 1999 (incorporated
by reference to Exhibit 10.17 to Apache's Annual Report on Form 10-K
for the year ended December 31, 1998, Commission File No. 1-4300)
**4.7 Amendment to the Non-Qualified Retirement/Savings Plan of Apache
Corporation dated February 22, 2000, effective as of January 1,
1999.
*4.8 Amendment to the Non-Qualified Retirement/Savings Plan of Apache
Corporation, dated July 27, 2000.
**5.1 Opinion of legal counsel regarding legality of securities being
registered
**23.1 Consent of Arthur Andersen LLP
**23.2 Consent of Ryder Scott Petroleum Engineers
**23.3 Consent of Netherland, Sewell & Associates, Inc.
**23.4 Consent of legal counsel included in Exhibit 5.1
**24.1 Power of Attorney was included as part of the signature pages of
the Registration Statement.
-------------------
* Filed herewith
** Previously filed
