AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 2002
REGISTRATION NO. 333-90147
REGISTRATION NO. 333-90147-01
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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APACHE CORPORATION APACHE FINANCE CANADA CORPORATION
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
DELAWARE NOVA SCOTIA
(State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization)
NO. 41-0747868 TO BE APPLIED FOR
(I.R.S. Employer (I.R.S. Employer
Identification Number) Identification Number)
ONE POST OAK CENTRAL SUITE 1000
2000 POST OAK BOULEVARD, SUITE 100 700-9TH AVE. S.W.
HOUSTON, TEXAS 77056-4400 CALGARY, ALBERTA
(713) 296-6000 CANADA T2P 3V4
(Address, including zip code, and (403) 261-1200
telephone number, including area code, of (Address, including zip code,
registrant's executive offices) and telephone number, including
area code, of registrant's
executive offices)
Z. S. KOBIASHVILI
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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Copies to:
RALPH K. MILLER, JR. CRAIG E. CHAPMAN
CHAMBERLAIN, HRDLICKA, WHITE, BROWN & WOOD LLP
WILLIAMS & MARTIN ONE WORLD TRADE CENTER
1200 SMITH STREET, SUITE 1400 NEW YORK, NEW YORK 10048-0557
HOUSTON, TEXAS 77002-4310
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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. [X]
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. [ ]
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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We previously registered up to $400,000,000 of our unsecured senior debt
securities and guarantees for resale under a registration statement on Form S-3
filed with the Securities and Exchange Commission on November 2, 1999 and
amended by an amendment filed on November 12, 1999 (Registration Nos. 333-90147,
333-90147-01). We have made one offering of debt securities and guarantees under
the registration statement, $300,000,000 of our 7.75% Notes due 2029, leaving
$100,000,000 principal amount of debt securities still available under the
registration statement. By filing this post effective amendment no. 2, we hereby
remove from registration all of the remaining $100,000,000 of debt securities
and guarantees and the registration statement is hereby amended, as appropriate,
to reflect this removal from registration.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT NO. DESCRIPTION
----------- -----------
*1.1 -- The form of underwriting agreement will be filed as an
exhibit to a current report of Apache and incorporated in
this registration statement by reference.
*4.1 -- Form of Indenture among Apache, Apache Finance and The
Chase Manhattan Bank, as Trustee, governing the Debt
Securities and the Guarantees.
*5.1 -- Opinion of general counsel regarding legality of securities
being registered.
*5.2 -- Opinion of McInness, Cooper & Robertson regarding Apache
Finance Canada Corporation.
*8.1 -- Opinion of Chamberlain, Hrdlicka, White, Williams & Martin
as to certain United States federal income tax matters.
*8.2 -- Opinion of Bennett Jones as to certain Canadian federal
income tax matters.
*12.1 -- Statement of computation of ratios of earnings to fixed
charges and to combined fixed charges and preferred stock
dividends (incorporated by reference to Exhibit 12.1 to
Apache's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, SEC File No. 1-4300).
*23.1 -- Consent of Arthur Andersen LLP, Houston, Texas.
*23.2 -- Consent of Ryder Scott Company Petroleum Engineers.
*23.3 -- Consent of Netherland, Sewell & Associates, Inc.
*23.4 -- Consent of general counsel (included in Exhibit 5.1).
*23.5 -- Consent of Chamberlain, Hrdlicka, White, Williams & Martin
(included in Exhibit 8.1).
*23.6 -- Consent of Bennett Jones (included in Exhibit 8.2).
*23.7 -- Consent of McInness, Cooper & Robertson (included in
Exhibit 5.2).
*24.1 -- Powers of Attorney (included in Part II as a part of the
signature pages of the Registration Statement).
*25.1 -- Statement of Eligibility and Qualification under Trust
Indenture Act of 1939 of The Chase Manhattan Bank, Trustee,
is filed separately on Form T-1.
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* Previously filed.
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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 of the
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
By: /s/ RAYMOND PLANK*
------------------------------
Raymond Plank,
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 2 to the Registration Statement has been
signed by an attorney-in-fact on behalf of the persons listed, in the capacities
and on the date indicated.
SIGNATURE TITLE
---------------------------------- --------------------------------------
/s/ G. STEVEN FARRIS* President, Chief Executive Officer and
---------------------------------- Chief Operating Officer and Director
G. Steven Farris (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
---------------------------------- (Principal Accounting Officer)
Thomas L. Mitchell
/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
/s/ JOHN A. KOCUR* Director
---------------------------------
John A. Kocur
/s/ GEORGE D. LAWRENCE JR.* Director
----------------------------------
George D. Lawrence Jr.
/s/ F. H. MERELLI* Director
----------------------------------
F. H. Merelli
Director
----------------------------------
Rodmen D. Patton
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Director
----------------------------------
Charles J. Pittman
/s/ RAYMOND PLANK* Director
----------------------------------
Raymond Plank
*By: /s/ Z. S. KOBIASHVILI
----------------------------------
Z. S. Kobiashvili
Attorney-in-Fact
Dated: December 23, 2002
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Apache Finance
Canada Corporation certifies that it has reasonable grounds to believe that it
meets all of the 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 FINANCE CANADA
CORPORATION
By: /s/ G. STEVEN FARRIS*
------------------------------
G. Steven Farris
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post Effective Amendment No. 2 to the Registration Statement has been
signed by an attorney-in-fact on behalf of the persons listed, in the capacities
and on the date indicated.
SIGNATURE TITLE
--------- -----
/s/ G. STEVEN FARRIS* Chief Executive Officer
---------------------------------- (Principal Executive Officer)
G. Steven Farris
/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
---------------------------------- (Principal Accounting Officer)
Thomas L. Mitchell
/s/ G. STEVEN FARRIS* Director
----------------------------------
G. Steven Farris
/s/ FLOYD R. PRICE* Director
----------------------------------
Floyd R. Price
/s/ Z. S. KOBIASHVILI* Director
----------------------------------
Z. S. Kobiashvili
/s/ JOHN F. CURRAN* Director
----------------------------------
John F. Curran
/s/ JAMES G. SMELTZER* Director
----------------------------------
James G. Smeltzer
/s/ ROGER B. PLANK* Director
----------------------------------
Roger B. Plank
*By: /s/ Z. S. KOBIASHVILI
----------------------------------
Z. S. Kobiashvili
Attorney-in-Fact
Dated: December 23, 2002
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