Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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AMERADA HESS CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware 13-4921002
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1185 Avenue of the Americas
New York, NY 10036
(Address of Principal Executive Offices and Zip Code)
AMERADA HESS CORPORATION
SECOND AMENDED AND RESTATED
1995 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
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J. Barclay Collins II, Esq.
Executive Vice President
and General Counsel
Amerada Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
(212) 997-8500
(Name, address, and telephone number, including area code, of agent for service)
Copies of communications to:
Kevin Keogh, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, NY 10036
Tel: (212) 819-8200
Fax: (212) 354-8113
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
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Common Stock, par value $1.00 7,500,000(1) $69.895(2) $524,212,500.00(2) $66,500.00
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(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also includes an indeterminate number of shares that
may be offered and sold as a result of anti-dilution provisions described
in the Amerada Hess Corporation Second Amended and Restated 1995 Long-Term
Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c) under the Securities Act of
1933, as amended, based upon the average of the high and low prices of the
Common Stock as reported on the New York Stock Exchange, Inc., on May 21,
2004.
STATEMENT PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
"REGISTRATION OF ADDITIONAL SECURITIES"
Pursuant to the Securities Act of 1933, as amended (the "Securities Act"),
the contents of our Registration Statement on Form S-8 (No. 033-65115) are
incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
(a) Our latest annual report filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
referred to in paragraph (a) above.
(c) The description of our Common Stock contained in Registration Statement
No. 333-110294 filed pursuant to the Securities Act, including any amendment or
report filed for the purpose of updating such description.
All documents we subsequently file pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
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4.1 Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 19 of
Form 10-Q of the Registrant for the three months ended
September 30, 1988.
4.2 By-Laws of the Registrant, incorporated by reference to
Exhibit 3 of Form 10-Q of the Registrant for the three
months ended June 30, 2002.
5 Opinion of White & Case LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of White & Case LLP (included in Exhibit 5 of
this Registration Statement).
2
24 Power of Attorney (included on signature page).
99 Amerada Hess Corporation Second Amended and Restated
1995 Long-Term Incentive Plan, incorporated by
reference to Appendix B of the Definitive Proxy
Statement of the Registrant, dated March 26, 2004.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 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 May 24, 2004.
AMERADA HESS CORPORATION
By: /s/ J. Barclay Collins II
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Name: J. Barclay Collins II
Title: Director, Executive Vice
President and General Counsel
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints John B. Hess, J. Barclay Collins II and
John P. Rielly, each of them acting individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, in
his or her name and on his or her behalf, to do any and all acts and things and
to execute any and all instruments which said attorney-in-fact and agent may
deem necessary or advisable to enable Amerada Hess Corporation (the "Company")
to comply with the Securities Act of 1933, as amended, and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, including, without limitation, the power and authority to sign his or
her name in any and all capacities (including his or her capacity as a Director
and/or Officer of the Company) to (i) the Registration Statement on Form S-8 or
such other form as may be appropriate and any amendments thereto (including
post-effective amendments), to be filed with the Securities and Exchange
Commission registering 7,500,000 additional shares of common stock of the
Company reserved for issuance pursuant to the Amerada Hess Corporation Second
Amended and Restated 1995 Long-Term Incentive Plan, and (ii) any and all
instruments or documents filed as part of or in connection with such
Registration Statement or any amendments thereto (including post-effective
amendments); and the undersigned hereby ratifies and confirms all that said
attorney-in-fact and agent shall lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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/s/ John B. Hess Chairman of the Board and Chief May 24, 2004
- ------------------------------------ Executive Officer
John B. Hess (Principal Executive Officer)
/s/ John P. Rielly Senior Vice President and Chief May 24, 2004
- ------------------------------------ Financial Officer (Principal
John P. Rielly Financial and Accounting Officer)
4
/s/ Nicholas F. Brady Director May 24, 2004
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Nicholas F. Brady
/s/ J. Barclay Collins II Director, Executive Vice May 24, 2004
- ------------------------------------ President and General Counsel
J. Barclay Collins II
/s/ Thomas H. Kean Director May 24, 2004
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Thomas H. Kean
/s/ Frank A. Olson Director May 24, 2004
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Frank A. Olson
/s/ Edith E. Holiday Director May 24, 2004
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Edith E. Holiday
/s/ John J. O'Connor Director May 24, 2004
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John J. O'Connor
Director
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Robert N. Wilson
/s/ Craig G. Matthews Director May 24, 2004
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Craig G. Matthews
/s/ Ernst H. von Metzsch Director May 24, 2004
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Ernst H. von Metzsch
5
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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4.1 Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 19 of Form 10-Q of the
Registrant for the three months ended September 30, 1988.
4.2 By-Laws of the Registrant, incorporated by reference to
Exhibit 3 of Form 10-Q of the Registrant for the three
months ended June 30, 2002.
5 Opinion of White & Case LLP.
23.1 Consent of Ernst & Young LLP
23.2 Consent of White & Case LLP (included in Exhibit 5 of this
Registration Statement).
24 Power of Attorney (included on signature page).
99 Amerada Hess Corporation Second Amended and Restated 1995
Long-Term Incentive Plan, incorporated by reference to
Appendix B of the Definitive Proxy Statement of the
Registrant, dated March 26, 2004.
Exhibit 5
[Letterhead of White & Case LLP]
May 24, 2004
Amerada Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
Re: Amerada Hess Corporation 7,500,000 Shares of
Common Stock
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Ladies and Gentlemen:
We are familiar with the proceedings taken and proposed to be taken by
Amerada Hess Corporation, a Delaware corporation (the "Company"), in connection
with the registration pursuant to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of 7,500,000 shares of its Common Stock, $1.00
par value (the "Common Stock"), reserved for issuance pursuant to the Amerada
Hess Corporation Second Amended and Restated 1995 Long-Term Incentive Plan (the
"Plan").
We have examined such documents, certificates, records, authorizations and
proceedings and have made such investigations as we have deemed necessary or
appropriate in order to give the opinion expressed herein.
Based on the foregoing, it is our opinion that the 7,500,000 shares of
Common Stock referred to above have been duly authorized by the Company, and
when issued as provided under the Plan, will be validly issued, fully paid and
nonassessable shares of Common Stock of the Company.
[Logo of White & Case LLP]
Amerada Hess Corporation
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. In giving this consent, we do not
hereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act and the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ White & Case LLP
KK:BFK
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Amerada Hess Corporation Second Amended and Restated 1995
Long-Term Incentive Plan, of our report dated February 20, 2004,
with respect to the consolidated financial statements of Amerada Hess
Corporation incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 2003, and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
We also consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Amerada Hess Corporation Second Amended and
Restated 1995 Long-Term Incentive Plan of our report dated January
27, 2004, relating to the financial statements of HOVENSA, L.L.C. included in
the Amerada Hess Corporation Form 10-K/A, Amendment No. 1, for the year ended
December 31, 2003 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, NY
May 21, 2004