Exhibit 3.1
PAGE 1
DELAWARE
The First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
DESIGNATION OF "APACHE CORPORATION", FILED IN THIS OFFICE ON THE THIRTY-FIRST
DAY OF JANUARY, A.D. 2006, AT 8:33 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[Seal]
/s/ Harriet Smith Windsor
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Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 4487564
0482215 8100 DATE: 01-31-06
060089284
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
DELIVERED 08:33 AM 01/31/2006
FILED 08:33 AM 01/31/2006
SRV 060089284-0482215 FILE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF DESIGNATION OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF
APACHE CORPORATION
(Pursuant to Section 151 of the General Corporation Law of the
State of Delaware)
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Apache Corporation (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:
1. That by resolution of the Board of Directors of the Corporation,
and by a Certificate of Designation filed in the office of the Secretary of
State of Delaware on January 22, 1996, the Corporation authorized a series of
25,000 shares of Series A Junior Participating Preferred Stock, no par value per
share, of the Corporation (the "Series A Preferred Stock") and established the
powers, designations, preferences and relative, participating, optional and
other rights of the Series A Preferred Stock and the qualifications, limitations
and restrictions thereof.
2. As of the date hereof no shares of Series A Preferred Stock are
outstanding and no shares of Series A Preferred Stock have been issued.
3. That pursuant to the authority conferred on the Board of Directors
of the Corporation by its Restated Certificate of Incorporation and the
provisions of Section 151(g) of the General Corporation Law of the State of
Delaware, the Board of Directors on December 15, 2005 adopted the following
resolution amending and restating the provisions of said Certificate of
Designation:
RESOLVED: That paragraphs 1 and 2.(A) of the Designation of
Preferences and Rights for the Series A Preferred Stock in Article
FOURTH of the Corporation's Restated Certificate of Incorporation be
amended to replace such paragraphs with new paragraphs reading in
their entirety as follows:
1. Designation and Amount. There shall be a series of Preferred
Stock, no par value per share, that shall be designated as
"Series A Junior Participating Preferred Stock," and the number
of whole shares constituting such series shall be 100,000. Such
number of shares may be increased or decreased by resolution of
the Board of Directors; provided, however, that no decrease shall
reduce the number of shares of Series A Junior Participating
Preferred Stock to less than the number of shares then issued and
outstanding plus the number of shares issuable upon exercise of
outstanding rights, options or warrants, or upon conversion of
outstanding securities issued by the Corporation.
2. Dividends and Distribution.
(A) Subject to the prior and superior rights of the holders
of any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Junior Participating Preferred
Stock with respect to dividends, the holders of record of shares
of Series A Junior Participating Preferred Stock as of the close
of business on the last Business Day of December, March, June and
September in each year, in preference to the holders of shares of
any class or series of stock of the Corporation ranking junior to
the Series A Junior Participating Preferred Stock, shall be
entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose,
quarterly dividends payable in cash on the last Business Day of
January, April, July and October in each year (each such date
being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share or fraction of a share of Series A
Junior Participating Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $100 or
(b) the Adjustment Number (as defined below) times the aggregate
per share amount of all cash dividends, and the Adjustment Number
times the aggregate per share amount (payable in kind) of all
non-cash dividends or other distributions other than a dividend
payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $0.625 per
share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. The "Adjustment Number"
shall be 10,000.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by its duly authorized officer on this 31st day of January 2006.
Attest: APACHE CORPORATION
/s/ Cheri L. Peper By: /s/ Roger B. Plank
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Cheri L. Peper Name: Roger B. Plank
Corporate Secretary Office: Executive Vice President and
Chief Financial Officer
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