AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 2003
REGISTRATION NO. 333-31092
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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)
ERIC L. HARRY
VICE PRESIDENT AND ASSOCIATE 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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This amendment is filed by the registrant, Apache Corporation ("Apache"), to
remove from registration under this Registration Statement certain shares of
Apache Common Stock, par value $1.25 per share, and certain associated
Preferred Stock Purchase Rights ("Rights").
Of the 1,100,000 shares of Apache Common Stock and Rights registered under this
Registration Statement (a) 1,000,000 shares were authorized, from shares in
Apache's treasury, for issuance under the terms of Apache's Deferred Delivery
Plan and (b) 100,000 shares were authorized, from shares in Apache's treasury,
for issuance under the terms of Apache's Non-Qualified Retirement/Savings Plan
(the "NQ Plan"). After adjustment for Apache's ten-percent stock dividend,
record date December 31, 2001, payment date January 21, 2002, such shares
became (i) 1,100,000 shares for the Deferred Delivery Plan and (ii) 110,000
shares for the NQ Plan.
Apache hereby removes for registration 750,000 of the shares of Apache Common
Stock authorized for the Deferred Delivery Plan.
This leaves a balance of 460,000 shares of Apache Common Stock and Rights
registered under this Registration Statement, of which (a) 350,000 shares are
authorized for the Deferred Delivery Plan and (b) 110,000 shares are authorized
for the NQ Plan.
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 2, 2002
(incorporated by reference to Exhibit 3.1 to Apache's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, Commission File No.
1-4300)
4.3 Form of Apache'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
December 18, 2002, effective as of May 2, 2002.
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; and Amendment to the Non-Qualified
Retirement/Savings Plan of Apache Corporation, dated July 27,
2000.
4.8 Amendment to the Non-Qualified Retirement/Savings Plan of
Apache Corporation, dated August 3, 2001, effective as of
September 1, 2000 and July 1, 2001 (incorporated by reference
to Exhibit 10.13 to Apache's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001, Commission 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 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
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. 2 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: March 11, 2003 By: /s/ G. Steven Farris
-------------------------------------
G. Steven Farris,
President, Chief Executive Officer and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 2 to the Registration Statement has been signed by the following
persons, in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ G. Steven Farris Director;
------------------------
G. Steven Farris President, Chief Executive Officer
and Chief Operating Officer
(Principal Executive Officer) March 11, 2003
/s/ Roger B. Plank* Executive Vice President and
------------------------
Roger B. Plank Chief Financial Officer
(Principal Financial Officer)
/s/ Thomas L. Mitchell* Vice President and
------------------------
Thomas L. Mitchell Controller
(Principal Accounting Officer)
SIGNATURE TITLE
/s/ Raymond Plank* Director and
------------------------------ Chairman of the Board
Raymond Plank
/s/ Frederick M. Bohen* Director
------------------------------
Frederick M. Bohen
/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
Patricia Albjerg Graham
------------------------------ Director
John A. Kocur
/s/ George D. Lawrence* Director
------------------------------
George D. Lawrence
/s/ F. H. Merelli* Director
------------------------------
F. H. Merelli
/s/ Rodman D. Patton* Director
------------------------------
Rodman D. Patton
------------------------------ Director
Charles J. Pitman
------------------------------ Director
Jay A. Precourt
*By: /s/ G. Steven Farris March 11, 2003
---------------------------------------
G. Steven Farris
Attorney-in-Fact
EXHIBIT INDEX
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 2, 2002
(incorporated by reference to Exhibit 3.1 to Apache's
Quarterly Report on Form 10-Q for the quarter ended March 31,
2002, Commission File No.
1-4300)
4.3 Form of Apache'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
December 18, 2002, effective as of May 2, 2002.
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; and Amendment to the Non-Qualified
Retirement/Savings Plan of Apache Corporation, dated July 27,
2000.
4.8 Amendment to the Non-Qualified Retirement/Savings Plan of
Apache Corporation, dated August 3, 2001, effective as of
September 1, 2000 and July 1, 2001 (incorporated by reference
to Exhibit 10.13 to Apache's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2001, Commission 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 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