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Apache Corp – ‘S-4 POS’ on 6/6/96

As of: Thursday, 6/6/96 · Effective: 6/6/96 · Accession #: 950129-96-1153 · File #: 333-02305

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/06/96  Apache Corp                       S-4 POS     6/06/96    2:30K                                    Bowne - Houston/FA

Post-Effective Amendment to an S-4 — Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4 POS     Apache Corporation Post Eff. Amend #1 to 333-2305      8     54K 
 2: EX-8.1      Opinion of Andrews & Kurth L.L.P.                      5     22K

S-4 POS — Apache Corporation Post Eff. Amend #1 to 333-2305
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Financial Statement Schedules
1	1st Page - Filing Submission
3	Item 21. Exhibits and Financial Statement Schedules

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 1996

                                                       REGISTRATION NO. 333-2305
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

POST-EFFECTIVE

AMENDMENT NO. 1 
TO
FORM S-4

REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

------------------------

APACHE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                                        [Enlarge/Download Table]
                                                                                                               
               DELAWARE                                   1311                                41-0747868       
(STATE OR OTHER JURISDICTION OF              (PRIMARY STANDARD INDUSTRIAL                  (I.R.S. EMPLOYER    
 INCORPORATION OR ORGANIZATION)              CLASSIFICATION CODE NUMBER)                 IDENTIFICATION NUMBER)

                    ONE POST OAK CENTRAL                                       Z.S. KOBIASHVILI                
             2000 POST OAK BOULEVARD, SUITE 100                              ONE POST OAK CENTRAL              
                  HOUSTON, TEXAS 77056-4400                           2000 POST OAK BOULEVARD, SUITE 100       
                       (713) 296-6000                                      HOUSTON, TEXAS 77056-4400           
                                                                                (713) 296-6000                 
                     (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF               
                                        REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)                              

                          Copies to:
 
                                                                [Download Table]
                                                    
                                                    
     JAMES M. PRINCE           MICHAEL A. SASLAW    
 ANDREWS & KURTH L.L.P.      BAKER & BOTTS L.L.P.   
4200 TEXAS COMMERCE TOWER  2001 ROSS AVE., 7TH FLOOR
  HOUSTON, TEXAS 77002        DALLAS, TEXAS 75201   
     (713) 220-4486             (214) 953-6865      

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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   This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-4 is being filed by the registrant, Apache Corporation ("Apache"), for the    
purposes of (i) including a definitive copy of Exhibit No. 8.1 as listed in Item
21 of Part II of the Registration Statement, and (ii) 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").         

Initially, 12,550,000 shares of Apache Common Stock and Rights were   
registered on Form S-4 in connection with the Agreement and Plan of Merger (the 
"Merger Agreement"), dated March 27, 1996, between Apache, YPY Acquisitions,    
Inc. ("YPY") and The Phoenix Resource Companies, Inc. ("Phoenix"), which        
provided for the merger of YPY with Phoenix (the "Merger") in a transaction     
where Phoenix was the survivor and became a wholly-owned subsidiary of Apache.  
On May 20, 1996, the transaction was approved by the Phoenix stockholders and   
the Merger was consummated.                                                     

   Pursuant to the Merger Agreement, each share of Phoenix common stock, par
value $.01 per share ("Phoenix Common Stock"), then outstanding was converted   
into the right to receive, without interest, .75 shares of Apache Common Stock  
and $4.00 in cash, with any fractional shares paid in cash based on $27.50 per  
share of Apache Common Stock.                                                   

    A total of 12,121,150 shares of Apache Common Stock and Rights were issued
for the Phoenix Common Stock outstanding at the effective time of the Merger.   
Accordingly, 428,850 shares of Apache Common Stock and Rights are hereby removed
from registration.                                                              

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PART II 

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                             

The following exhibits are filed herewith unless otherwise indicated: 

                                                                [Download Table]
                                                                              
*2.1  -- Agreement and Plan of Merger among Apache, YPY, and Phoenix dated    
         March 27, 1996                                                       
 3.1  -- Restated Certificate of Incorporation of Apache (incorporated by     
         reference to Exhibit 3.1 to Apache's Annual Report on Form 10-K for  
         the fiscal year ended December 31, 1993, Commission File No. 1-4300) 
 3.2  -- Certificate of Ownership and Merger Merging Apache Energy Resources  
         Corporation into Apache, effective December 31, 1995, as filed with  
         the Secretary of the State of Delaware on December 21, 1995          
         (incorporated by reference to Exhibit 3.2 to Apache's Annual Report  
         on Form 10-K for the fiscal year ended December 31, 1995, Commission 
         File No. 1-4300)                                                     
 3.3  -- Certificate of Designations, Preferences and Rights of Series A      
         Junior Participating Preferred Stock of Apache, effective January 31,
         1996, as filed with the Secretary of State of Delaware on January 22,
         1996 (incorporated by reference to Exhibit 3.3 to Apache's Annual    
         Report on Form 10-K for the fiscal year ended December 31, 1995,     
         Commission File No. 1-4300)                                          
 3.4  -- Bylaws of Apache, dated as of February 9, 1996 (incorporated by      
         reference to Exhibit 3.4 to Apache's Annual Report on Form 10-K for  
         the fiscal year ended December 31, 1995, Commission File No. 1-4300) 
 4.1  -- Form of Apache Common Stock Certificate (incorporated by reference to
         Exhibit 4.1 to Apache's Annual Report on Form 10-K for the fiscal    
         year ended December 31, 1995, Commission File No. 1-4300)            
 4.2  -- Rights Agreement, dated as of January 31, 1996, between Apache and   
         Norwest Bank Minnesota, N.A., rights agent, relating to the          
         declaration of a rights dividend to Apache's common shareholders of  
         record on January 31, 1996 (incorporated by reference to Exhibit (a) 
         to Apache's Registration Statement on Form 8-A, dated January 24,    
         1996, Commission File No. 1-4300)                                    
 4.3  -- Third Amended and Restated Credit Agreement, dated March 1, 1995,    
         among Apache, the lenders named therein, and the First National Bank 
         of Chicago, as Administrative Agent and Arranger, and Chemical Bank, 
         as Co-Agent and Arranger (incorporated by reference to Exhibit 10.2  
         to Apache's Annual Report on Form 10-K for the fiscal year ended     
         December 31, 1994, Commission File No. 1-4300)                       
 4.4  -- First Amendment to Third Amended and Restated Credit Agreement, dated
         April 14, 1995, among Apache, the lenders named therein, and the     
         First National Bank of Chicago, as Administrative Agent and Arranger,
         and Chemical Bank, as Co-Agent and Arranger (incorporated by         
         reference to Exhibit 99.3 to Apache's Registration Statement on Form 
         S-3, Registration No. 33-63923, filed November 2, 1995)              
 4.5  -- Second Amendment to Third Amended and Restated Credit Agreement,     
         dated October 23, 1995, among Apache, the lenders names therein, and 
         the First National Bank of Chicago, as Administrative Agent and      
         Arranger, and Chemical Bank, as Co-Agent and Arranger (incorporated  
         by reference to Exhibit 99.4 to Apache's Registration Statement on   
         Form S-3, Registration No. 33-63923, filed November 2, 1995)         

II-1

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                                                                [Download Table]
                                                                                
  4.6   -- Third Amendment to Third Amended and Restated Credit Agreement, dated
           December 18, 1995, among Apache, the lenders named therein, and the  
           First National Bank of Chicago, as Administrative Agent and Arranger,
           and Chemical Bank, as Co-Agent and Arranger (incorporated by         
           reference to Exhibit 10.5 to Apache's Annual Report on Form 10-K for 
           the fiscal year ended December 31, 1995, Commission File No. 1-4300) 
  4.7   -- Fourth Amendment to Third Amended and Restated Credit Agreement,     
           dated December 22, 1995, among Apache, the lenders named therein, and
           the First National Bank of Chicago, as Administrative Agent and      
           Arranger, and Chemical Bank, as Co-Agent and Arranger (incorporated  
           by reference to Exhibit 10.6 to Apache's Annual Report on Form 10-K  
           for the fiscal year ended December 31, 1995, Commission File No.     
           1-4300)                                                              
  4.8   -- Fifth Amendment to Third Amended and Restated Credit Agreement, dated
           January 22, 1996, among Apache, the lenders named therein, and the   
           First National Bank of Chicago, as Administrative Agent and Arranger,
           and Chemical Bank, as Co-Agent and Arranger (incorporated by         
           reference to Exhibit 10.7 to Apache's Annual Report on Form 10-K for 
           the fiscal year ended December 31, 1995, Commission File No. 1-4300) 
  4.9   -- Indenture dated as of February 15, 1996, between Apache and Chemical 
           Bank, as trustee, relating to Apache's 7.70% Notes due 2026 and 7.95%
           Notes due 2026 (incorporated by reference to Exhibit 4.1 to Apache's 
           Registration Statement on Form S-3, Registration No. 33-63923, filed 
           November 2, 1995)                                                    
  4.10  -- Fiscal Agency Agreement, dated as of January 4, 1995, between Apache 
           and Chemical Bank, as fiscal agent, relating to Apache's 6%          
           Convertible Subordinated Debentures due 2002 (incorporated by        
           reference to Exhibit 99.2 to Apache's Current Report on Form 8-K,    
           dated December 6, 1994, Commission File No. 1-4300, filed January 11,
           1995)                                                                
  4.11  -- Indenture dated as of May 15, 1992, among Apache and Norwest Bank,   
           Minnesota, N.A. as trustee, relating to Apache's 9.25% Notes due 2002
           (incorporated by reference to Exhibit 4.01 to Apache's Registration  
           Statement on Form S-3, Registration No. 33-47363, filed April 21,    
           1992)                                                                
 *5.1   -- Opinion of Andrews & Kurth L.L.P., as to legality of issuance of     
           Apache Common Stock                                                  
**8.1   -- Opinion of Andrews & Kurth L.L.P., as to certain U.S. tax issues     
*23.1   -- Consent of Arthur Andersen LLP (Apache)                              
*23.2   -- Consent of Coopers & Lybrand                                         
*23.3   -- Consent of Arthur Andersen LLP (Phoenix)                             
*23.4   -- Consent of Andrews & Kurth L.L.P. (included as part of Exhibit 5.1)  
*23.5   -- Consent of Petrie Parkman & Co., Inc.                                
*23.6   -- Consent of Ryder Scott Company Petroleum Engineers                   
*23.7   -- Consent of Netherland, Sewell & Associates, Inc.                     
*24.1   -- Power of Attorney                                                    
*99.1   -- Form of Proxy Card                                                   
*99.2   -- Opinion dated April 16, 1996 of Petrie Parkman & Co., Inc.           

---------------                                                                 

* Previously filed.                                                           

** Filed herewith.                                                              

II-2

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the Registrant
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: June 6, 1996                          By:     /s/  Z. S. KOBIASHVILI      

                                            ------------------------------------
                                             Z. S. Kobiashvili
                                              Vice President and General Counsel

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.            

                                                        [Enlarge/Download Table]

                  SIGNATURE                               TITLE                   DATE      
---------------------------------------------  ----------------------------  ---------------
                                                                                            
           /s/  RAYMOND PLANK*                 Chairman and Chief Executive    June 6, 1996 
---------------------------------------------  Officer(Principal Executive                  
                Raymond Plank                  Officer)                                     

          /s/  MARK A. JACKSON*                Vice President and Chief       June 6, 1996  
---------------------------------------------  Financial Officer (Principal                 
               Mark A. Jackson                 Financial Officer)                           

        /s/  THOMAS L. MITCHELL*               Controller and Chief           June 6, 1996  
---------------------------------------------  Accounting Officer                           
             Thomas L. Mitchell                (Principal Accounting                        
                                               Officer)                                     

        /s/  FREDERICK M. BOHEN*               Director                       June 6, 1996  
---------------------------------------------                                               
             Frederick M. Bohen                                                             

           /s/  VIRGIL B. DAY*                 Director                       June 6, 1996  
---------------------------------------------                                               
                Virgil B. Day                                                               

         /s/  G. STEVEN FARRIS*                Director                       June 6, 1996  
---------------------------------------------                                               
              G. Steven Farris                                                              

        /s/  RANDOLPH M. FERLIC*               Director                       June 6, 1996  
---------------------------------------------                                               
             Randolph M. Ferlic                                                             

        /s/  EUGENE C. FIEDOREK*               Director                       June 6, 1996  
---------------------------------------------                                               
             Eugene C. Fiedorek                                                             

         /s/  W. BROOKS FIELDS*                Director                       June 6, 1996  
---------------------------------------------                                               
              W. Brooks Fields                                                              

       /s/  ROBERT V. GISSELBECK*              Director                       June 6, 1996  
---------------------------------------------                                               
            Robert V. Gisselbeck                                                            

                                               Director                                     
---------------------------------------------                                               
             Stanley K. Hathaway                                                            

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                                                        [Enlarge/Download Table]

                  SIGNATURE                               TITLE                  DATE        
---------------------------------------------  ----------------------------  ----------------
                                                                                             
           /s/  JOHN A. KOCUR*                 Director                      June 6, 1996    
---------------------------------------------                                                
                John A. Kocur                                                                

                                               Director                                      
---------------------------------------------                                                
               Mary Ralph Lowe                                                               

          /s/  JOSEPH A. RICE*                 Director                      June 6, 1996    
---------------------------------------------                                                
               Joseph A. Rice                                                                

*By:       /s/  Z. S. KOBIASHVILI                                                            
---------------------------------------------                                                
                Z. S. Kobiashvili                                                            
                Attorney-in-Fact                                                             

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INDEX TO EXHIBITS 

                                                                [Download Table]

   EXHIBIT NO.                              DESCRIPTION                           
----------------- ----------------------------------------------------------------
                                                                                  
      *2.1        -- Agreement and Plan of Merger among Apache, YPY, and Phoenix  
                     dated March 27, 1996                                         
       3.1        -- Restated Certificate of Incorporation of Apache (incorporated
                     by reference to Exhibit 3.1 to Apache's Annual Report on Form
                     10-K for the fiscal year ended December 31, 1993, Commission 
                     File No. 1-4300)                                             
       3.2        -- Certificate of Ownership and Merger Merging Apache Energy    
                     Resources Corporation into Apache, effective December 31,    
                     1995, as filed with the Secretary of the State of Delaware on
                     December 21, 1995 (incorporated by reference to Exhibit 3.2  
                     to Apache's Annual Report on Form 10-K for the fiscal year   
                     ended December 31, 1995, Commission File No. 1-4300)         
       3.3        -- Certificate of Designations, Preferences and Rights of Series
                     A Junior Participating Preferred Stock of Apache, effective  
                     January 31, 1996, as filed with the Secretary of State of    
                     Delaware on January 22, 1996 (incorporated by reference to   
                     Exhibit 3.3 to Apache's Annual Report on Form 10-K for the   
                     fiscal year ended December 31, 1995, Commission File No.     
                     1-4300)                                                      
       3.4        -- Bylaws of Apache, dated as of February 9, 1996 (incorporated 
                     by reference to Exhibit 3.4 to Apache's Annual Report on Form
                     10-K for the fiscal year ended December 31, 1995, Commission 
                     File No. 1-4300)                                             
       4.1        -- Form of Apache Common Stock Certificate (incorporated by     
                     reference to Exhibit 4.1 to Apache's Annual Report on Form   
                     10-K for the fiscal year ended December 31, 1995, Commission 
                     File No. 1-4300)                                             
       4.2        -- Rights Agreement, dated as of January 31, 1996, between      
                     Apache and Norwest Bank Minnesota, N.A., rights agent,       
                     relating to the declaration of a rights dividend to Apache's 
                     common shareholders of record on January 31, 1996            
                     (incorporated by reference to Exhibit (a) to Apache's        
                     Registration Statement on Form 8-A, dated January 24, 1996,  
                     Commission File No. 1-4300)                                  
       4.3        -- Third Amended and Restated Credit Agreement, dated March 1,  
                     1995, among Apache, the lenders named therein, and the First 
                     National Bank of Chicago, as Administrative Agent and        
                     Arranger, and Chemical Bank, as Co-Agent and Arranger        
                     (incorporated by reference to Exhibit 10.2 to Apache's Annual
                     Report on Form 10-K for the fiscal year ended December 31,   
                     1994, Commission File No. 1-4300)                            
       4.4        -- First Amendment to Third Amended and Restated Credit         
                     Agreement, dated April 14, 1995, among Apache, the lenders   
                     named therein, and the First National Bank of Chicago, as    
                     Administrative Agent and Arranger, and Chemical Bank, as     
                     Co-Agent and Arranger (incorporated by reference to Exhibit  
                     99.3 to Apache's Registration Statement on Form S-3,         
                     Registration No. 33-63923, filed November 2, 1995)           
       4.5        -- Second Amendment to Third Amended and Restated Credit        
                     Agreement, dated October 23, 1995, among Apache, the lenders 
                     names therein, and the First National Bank of Chicago, as    
                     Administrative Agent and Arranger, and Chemical Bank, as     
                     Co-Agent and Arranger (incorporated by reference to Exhibit  
                     99.4 to Apache's Registration Statement on Form S-3,         
                     Registration No. 33-63923, filed November 2, 1995)           

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                                                                [Download Table]

   EXHIBIT NO.                              DESCRIPTION                           
----------------- ----------------------------------------------------------------
                                                                                  
       4.6        -- Third Amendment to Third Amended and Restated Credit         
                     Agreement, dated December 18, 1995, among Apache, the lenders
                     named therein, and the First National Bank of Chicago, as    
                     Administrative Agent and Arranger, and Chemical Bank, as     
                     Co-Agent and Arranger (incorporated by reference to Exhibit  
                     10.5 to Apache's Annual Report on Form 10-K for the fiscal   
                     year ended December 31, 1995, Commission File No. 1-4300)    
       4.7        -- Fourth Amendment to Third Amended and Restated Credit        
                     Agreement, dated December 22, 1995, among Apache, the lenders
                     named therein, and the First National Bank of Chicago, as    
                     Administrative Agent and Arranger, and Chemical Bank, as     
                     Co-Agent and Arranger (incorporated by reference to Exhibit  
                     10.6 to Apache's Annual Report on Form 10-K for the fiscal   
                     year ended December 31, 1995, Commission File No. 1-4300)    
       4.8        -- Fifth Amendment to Third Amended and Restated Credit         
                     Agreement, dated January 22, 1996, among Apache, the lenders 
                     named therein, and the First National Bank of Chicago, as    
                     Administrative Agent and Arranger, and Chemical Bank, as     
                     Co-Agent and Arranger (incorporated by reference to Exhibit  
                     10.7 to Apache's Annual Report on Form 10-K for the fiscal   
                     year ended December 31, 1995, Commission File No. 1-4300)    
       4.9        -- Indenture dated as of February 15, 1996, between Apache and  
                     Chemical Bank, as trustee, relating to Apache's 7.70% Notes  
                     due 2026 and 7.95% Notes due 2026 (incorporated by reference 
                     to Exhibit 4.1 to Apache's Registration Statement on Form    
                     S-3, Registration No. 33-63923, filed November 2, 1995)      
       4.10       -- Fiscal Agency Agreement, dated as of January 4, 1995, between
                     Apache and Chemical Bank, as fiscal agent, relating to       
                     Apache's 6% Convertible Subordinated Debentures due 2002     
                     (incorporated by reference to Exhibit 99.2 to Apache's       
                     Current Report on Form 8-K, dated December 6, 1994,          
                     Commission File No. 1-4300, filed January 11, 1995)          
       4.11       -- Indenture dated as of May 15, 1992, among Apache and Norwest 
                     Bank, Minnesota, N.A. as trustee, relating to Apache's 9.25% 
                     Notes due 2002 (incorporated by reference to Exhibit 4.01 to 
                     Apache's Registration Statement on Form S-3, Registration No.
                     33-47363, filed April 21, 1992)                              
      *5.1        -- Opinion of Andrews & Kurth L.L.P., as to legality of issuance
                     of Apache Common Stock                                       
     **8.1        -- Opinion of Andrews & Kurth L.L.P., as to certain U.S. tax    
                     issues                                                       
     *23.1        -- Consent of Arthur Andersen LLP (Apache)                      
     *23.2        -- Consent of Coopers & Lybrand                                 
     *23.3        -- Consent of Arthur Andersen LLP (Phoenix)                     
     *23.4        -- Consent of Andrews & Kurth L.L.P. (included as part of       
                     Exhibit 5.1)                                                 
     *23.5        -- Consent of Petrie Parkman & Co., Inc.                        
     *23.6        -- Consent of Ryder Scott Company Petroleum Engineers           
     *23.7        -- Consent of Netherland, Sewell & Associates, Inc.             
     *24.1        -- Power of Attorney                                            
     *99.1        -- Form of Proxy Card                                           
     *99.2        -- Opinion dated April 16, 1996 of Petrie Parkman & Co., Inc.   

---------------                                                                 

* Previously filed.                                                           

** Filed herewith.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-4 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	6/6/96	1	6
	5/20/96	2		8-K, 8-K/A, S-8
	4/16/96	4	8	8-K, S-4/A
	3/27/96	2	7	10-K, 8-K, 8-K/A
	2/15/96	4	8	SC 13G/A
	2/9/96	3	7	424B2
	1/31/96	3	7	8-K
	1/24/96	3	7	8-A12B
	1/22/96	3	8
	12/31/95	3	8	10-K
	12/22/95	4	8
	12/21/95	3	7	S-8 POS
	12/18/95	4	8
	11/2/95	3	8	S-3
	10/23/95	3	7
	4/14/95	3	7	S-4/A
	3/1/95	3	7	8-K, 8-K/A
	1/11/95	4	8	8-K/A
	1/4/95	4	8
	12/31/94	3	7	10-K, 10-K/A
	12/6/94	4	8	8-K, 8-K/A
	12/31/93	3	7	10-K, 10-K/A
	5/15/92	4	8
	4/21/92	4	8
				List all Filings

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Filing Submission 0000950129-96-001153 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Apache Corp – ‘S-4 POS’ on 6/6/96

As of: Thursday, 6/6/96 · Effective: 6/6/96 · Accession #: 950129-96-1153 · File #: 333-02305

Post-Effective Amendment to an S-4 — Form S-4Filing Table of Contents

S-4 POS — Apache Corporation Post Eff. Amend #1 to 333-2305Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-4 — Form S-4
Filing Table of Contents

S-4 POS — Apache Corporation Post Eff. Amend #1 to 333-2305
Document Table of Contents