-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WnHJ1BskO7Gm1RhZQdxzjZI3Zi9OHDWmEx+Es0Q3zUIk6khCzUbNZL72IFvp9AwP ankLaIeZZSBOUc6vAMY40g== 0000950129-98-001103.txt : 19980323 0000950129-98-001103.hdr.sgml : 19980323 ACCESSION NUMBER: 0000950129-98-001103 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980319 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 033-62753 FILM NUMBER: 98568663 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: ONE POST OAK CENTER STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 MAIL ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 POS AM 1 APACHE CORPORATION - POST-EFFECTIVE AMEND #1 1 As filed with the Securities and Exchange Commission on March 19, 1998 Registration No. 33-62753 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 ------------------------ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------- APACHE CORPORATION (Exact name of registrant as specified in its charter) 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)
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) ================================================================================ 2 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. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 and has duly caused 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.
Signature Title Date - --------- ----- ---- /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/ 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 - ------------------------------------------- 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 ---------------------------------------- Z. S. Kobiashvili, Attorney-in-Fact
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