SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMERADA HESS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
13-4921002
(I.R.S. Employer Identification No.)
1185 Avenue of the Americas
New York, New York 10036
(212) 997-8500
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
J. Barclay Collins II
Amerada Hess Corporation
1185 Avenue of the Americas
New York, New York 10036
(212) 997-8500
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Kevin Keogh, Esq. Charles S. Whitman, III, Esq.
White & Case LLP Davis Polk & Wardwell
1155 Avenue of the Americas 450 Lexington Avenue
New York, New York 10036 New York, New York 10017
(212) 819-8200 (212) 450-4000
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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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-65542
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act 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, please check the following box. / /
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate offering Amount of
Securities to be registered registered(1) per unit(1) price(1) registration fee(2)
---------------------------------- -------------------- -------------------- -------------------- --------------------
Debt Securities............... $600,000,000 100% $600,000,000 $9,200
================================== ==================== ==================== ==================== ====================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act").
(2) Pursuant to Rule 429 under the Securities Act, the prospectus included in
this registration statement also relates to $500,000,000 maximum aggregate
offering price of debt securities previously registered under the
registrant's Registration Statement on Form S-3 (Registration No.
333-65542). The registration fee with respect to $500,000,000 of debt
securities was paid in connection with such registration statement.
================================================================================
EXPLANATORY NOTE
This Registration Statement relates to the registration of additional
securities pursuant to Rule 462(b) under the Securities Act. The contents of the
registrant's Registration Statement on Form S-3 (Registration No. 333-65542) are
incorporated herein by reference.
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
Exhibit No. Exhibit
5 Opinion of White & Case LLP.
23.1 Consent of Ernst & Young, LLP, Independent Auditors.
23.2 Consent of White & Case LLP (included in Exhibit 5).
24.1 Powers of Attorney (included on the signature page hereto).
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 amendment to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on
February 27, 2002.
AMERADA HESS CORPORATION
By: /s/ John Y. Schreyer
-------------------------------------------
Name: John Y. Schreyer
Title: Executive Vice President and Chief
Financial Officer
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. Each person whose signature appears below
hereby authorizes each of John B. Hess, J. Barclay Collins II and John Y.
Schreyer as attorney-in-fact, to sign in his or her name and behalf,
individually and in each capacity designated below, and to file any amendments,
including post-effective amendments to this registration statement and any
registration statement for the same offering that is to be effective upon filing
pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully and to
all intents and purposes as he or she might or could do in person hereby
ratifying and confirming all that the said attorney-in-fact and agent may
lawfully do or cause to be done by virtue hereof.
SIGNATURE TITLE DATE
Director, Chairman of the Board
/s/ John B. Hess and Chief Executive Officer February 7, 2002
----------------------------------------- (Principal Executive Officer)
(John B. Hess)
Director February ___, 2002
-----------------------------------------
(Nicholas F. Brady)
Director, Executive Vice
/s/ J. Barclay Collins President and General Counsel February 7, 2002
-----------------------------------------
(J. Barclay Collins II)
/s/ Peter S. Hadley Director February 7, 2002
-----------------------------------------
(Peter S. Hadley)
/s/ Edith E. Holiday Director February 7, 2002
-----------------------------------------
(Edith E. Holiday)
----------------------------------------- Director February ___, 2002
(William R. Johnson)
/s/ Thomas H. Kean Director February 7, 2002
-----------------------------------------
(Thomas H. Kean)
Director and Executive
/s/ John J. O'Connor Vice President February 7, 2002
-----------------------------------------
(John J. O'Connor)
/s/ Frank A. Olson Director February 7, 2002
-----------------------------------------
(Frank A. Olson)
/s/ Roger B. Oresman Director February 7, 2002
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(Roger B. Oresman)
Director, Executive Vice
President and Chief Financial
/s/ John Y. Schreyer Officer (Principal Accounting February 7, 2002
----------------------------------------- and Financial Officer
(John Y. Schreyer)
/s/ Robert N. Wilson Director February 7, 2002
-----------------------------------------
(Robert N. Wilson)
----------------------------------------- Director February ___, 2002
(Robert F. Wright)
EXHIBIT INDEX
Exhibit No. Exhibit
5 Opinion of White & Case LLP.
23.1 Consent of Ernst & Young, LLP, Independent Auditors.
23.2 Consent of White & Case LLP (included in Exhibit 5).
24.1 Powers of Attorney (included on the signature page hereto).