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EXHIBIT 3.2
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:
"APACHE ENERGY RESOURCES CORPORATION", A DELAWARE CORPORATION,
WITH AND INTO "APACHE CORPORATION" UNDER THE NAME OF "APACHE
CORPORATION", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE
OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-FIRST DAY OF
DECEMBER, A.D. 1995, AT 12 O'CLOCK P.M.
/s/ Edward J. Freel
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Edward J. Freel, Secretary of State
[SEAL]
AUTHENTICATION: 7762929
DATE: 12-21-95
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CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
APACHE ENERGY RESOURCES CORPORATION
INTO
APACHE CORPORATION
Apache Corporation, a corporation organized and existing under the
laws of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That Apache Corporation was incorporated on the 6th day of
December, 1954, pursuant to the General Corporation Law of the State of
Delaware.
SECOND: That Apache Corporation owns all of the issued and
outstanding shares of the capital stock of Apache Energy Resources Corporation,
a corporation formerly known as Hadson Energy Resources Corporation and which
was incorporated on the 26th day of October, 1989, pursuant to the General
Corporation Law of the State of Delaware.
THIRD: That Apache Corporation, by the following resolutions of its
Board of Directors, duly adopted at a meeting held on the 14th day of December,
1995, determined to and did merge into itself said Apache Energy Resources
Corporation:
RESOLVED that Apache Energy Resources Corporation ("AERC"), a
wholly owned subsidiary of Apache Corporation, be merged with and into
Apache Corporation ("Apache"), with Apache being the surviving
corporation.
FURTHER RESOLVED that the merger shall be effective as of
midnight on December 31, 1995.
FURTHER RESOLVED that all of the shares of the capital stock
of AERC issued and outstanding as of the effective date of the merger
shall be cancelled without consideration.
FURTHER RESOLVED that upon the merger taking effect, Apache
shall thereupon and thereafter possess all the rights, privileges,
immunities, and franchises, of a public as well as a private nature,
of each of Apache and AERC; that all property, real, personal, and
mixed, and all debts due on whatever account, including subscriptions
to shares, and all other chooses in action, and every other interest
of or belonging to or due to AERC shall be deemed to be transferred to
and vested in Apache without further act or deed; that the title to
any real estate, or any interest therein vested in either of Apache or
AERC shall not revert or be in any way impaired by reason of the
merger; and that such transfer to and vesting in Apache shall be
deemed to occur by operation of law, and no consent or approval of any
other person shall be required in connection with any such transfer or
vesting unless such consent or approval is specifically required in
the event of merger by law or by
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express provision in any contract, agreement, decree, order, or other
instrument to which either of Apache or AERC is a party or by which
either is bound.
FURTHER RESOLVED that upon the merger taking effect, Apache
shall be responsible and liable for all the liabilities and
obligations of AERC; that any claim existing or action or proceeding,
whether civil or criminal, pending by or against AERC may be
prosecuted as if the merger had not taken place; and that neither the
rights of creditors nor any liens upon the property of either of
Apache or AERC shall be impaired by such merger.
FURTHER RESOLVED that the proper officers of Apache are hereby
authorized and directed, in the name and on behalf of Apache, to
prepare and execute a Certificate of Ownership and Merger setting
forth a copy of the resolutions authorizing the merger of AERC with
and into Apache and the assumption by Apache of the liabilities and
obligations of AERC, and the date of adoption thereof, and to cause
such Certificate of Ownership and Merger to be filed with the Delaware
Secretary of State and a certified copy of same recorded in the office
of the Recorder of Deeds of New Castle County.
FURTHER RESOLVED that the proper officers of Apache be, and
they hereby are, authorized and directed to take such further action
and to execute such certificates and other documents as they, in their
discretion, shall deem necessary or advisable to consummate the merger
and effect the foregoing resolutions.
FOURTH: Anything herein or elsewhere to the contrary notwithstanding,
this merger may be amended or terminated and abandoned by the Board of
Directors of Apache Corporation at any time prior to the date of filing the
merger with the Delaware Secretary of State.
IN WITNESS WHEREOF, Apache Corporation has caused this Certificate of
Ownership and Merger to be executed by its duly authorized officers as of this
20th day of December, 1995.
APACHE CORPORATION
By: /s/ G. Steven Farris
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G. Steven Farris
President and Chief Operating Officer
ATTEST:
/s/ Cheri L. Peper
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Cheri L. Peper
Corporate Secretary
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STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me this 20th day of
December, 1995, on behalf of Apache Corporation, by G. Steven Farris, President
and Chief Operating Officer of Apache Corporation, a Delaware corporation.
/s/ Valencia A. McNeil
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Valencia A. McNeil, Notary Public in and
for the State of Texas
[SEAL] VALENCIA A. MCNEIL
My Commission Expires
April 16, 1998
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