AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 20, 2004
REGISTRATION NO. 33-53129
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE NO. 41-0747867
(State of incorporation) (I.R.S. Employer
Identification Number)
ONE POST OAK CENTRAL JEFFREY B. KING
2000 POST OAK BOULEVARD, SUITE 100 2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400 HOUSTON, TEXAS 77056-4400
(713) 296-6000 (713) 296-6000
(Address, including zip code, and (Address, including zip code, and
telephone number, including area code, telephone number, including area code,
of registrant's executive offices) of registrant's executive offices)
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Approximate date of commencement of proposed sale to the public: Not applicable,
securities are being withdrawn from registration.
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. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, check the following box and
list the Securities Act of 1933 registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
of 1933 registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
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 $0.625 per share ("Common Stock"), and certain
rights to purchase Common Stock ("Rights").
An adjusted total of 346,500 shares of Common Stock and Rights were
registered under this Registration Statement for use in connection with Apache's
Dividend Reinvestment Plan. Such adjusted total consists of 150,000 shares of
Common Stock and Rights initially registered and subsequently adjusted for (i)
Apache's ten-percent stock dividend, record date December 31, 2001, distributed
January 21, 2002, (ii) Apache's five-percent stock dividend, record date March
12, 2003, distributed April 2, 2003, and (iii) Apache's two-for-one stock split,
record date December 31, 2003, distributed January 14, 2004.
By filing this amendment, Apache hereby removes from registration all of
the remaining 86,782 shares of Common Stock and Rights for Apache's Dividend
Reinvestment Plan, and this Registration Statement is hereby amended, as
appropriate, to reflect this removal from registration.
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 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: September 20, 2004 By: /s/ G. Steven Farris
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G. Steven Farris
President, Chief Executive Officer,
and Chief Operating Officer
POWER OF ATTORNEY
The officers and directors of Apache Corporation, whose signatures
appear below, hereby constitute and appoint G. Steven Farris, Roger B. Plank,
and P. Anthony Lannie and each of them (with full power to each of them to act
alone), our true and lawful attorneys-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-in-fact shall do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, the
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, President, Chief Executive September 20, 2004
------------------------------------ Officer and Chief Operating Officer
G. Steven Farris (Principal Executive Officer)
/s/ Roger B. Plank Executive Vice President and Chief Financial September 20, 2004
------------------------------------ Officer (Principal Financial Officer)
Roger B. Plank
/s/ Thomas L. Mitchell Vice President and Controller
------------------------------------ (Principal Accounting Officer) September 20, 2004
Thomas L. Mitchell
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Raymond Plank Director and Chairman September 20, 2004
------------------------------------ of the Board
Raymond Plank
/s/ Frederick M. Bohen Director September 20, 2004
------------------------------------
Frederick M. Bohen
/s/ Randolph M. Ferlic Director September 20, 2004
------------------------------------
Randolph M. Ferlic
/s/ Eugene C. Fiedorek Director September 20, 2004
------------------------------------
Eugene C. Fiedorek
/s/ A. D. Frazier, Jr. Director September 20, 2004
------------------------------------
A. D. Frazier, Jr.
/s/ Patricia Albjerg Graham Director September 20, 2004
------------------------------------
Patricia Albjerg Graham
/s/ John A. Kocur Director September 20, 2004
------------------------------------
John A. Kocur
/s/ George D. Lawrence Director September 20, 2004
------------------------------------
George D. Lawrence
Director
------------------------------------
F.H. Merelli
/s/ Rodman D. Patton Director September 20, 2004
------------------------------------
Rodman D. Patton
/s/ Charles J. Pitman Director September 20, 2004
------------------------------------
Charles J. Pitman
/s/ Jay A. Precourt Director September 20, 2004
------------------------------------
Jay A. Precourt