Filed pursuant to Rule 424(B)(4)
Registration Number 333-65542
Prospectus Supplement to Prospectus dated July 27, 2001.
[AMERADA HESS LOGO]
$600,000,000
AMERADA HESS CORPORATION
7.125% Notes due 2033
------------------------
We will pay interest on the notes on March 15 and September 15 of each
year. The first such payment will be made on September 15, 2002. The notes will
be issued only in denominations of $1,000 and integral multiples of $1,000. We
may redeem some or all of the notes in whole or in part at any time. We describe
the redemption prices under the heading "Description of the Notes -- Optional
Redemption" on page S-3.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
------------------------
PER NOTE TOTAL
-------- -----
Initial public offering price............................... 99.538% $597,228,000
Underwriting discount....................................... 0.875% $ 5,250,000
Proceeds, before expenses, to Amerada Hess Corporation...... 98.663% $591,978,000
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the Notes will accrue from March 5, 2002 and must
be paid by the purchaser if the notes are delivered after March 5, 2002.
The notes will not be listed on any national securities exchange.
Currently, there is no public market for the notes.
------------------------
The underwriters expect to deliver the notes in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York on March 5, 2002.
GOLDMAN, SACHS & CO.
BANC OF AMERICA LLC BARCLAYS CAPITAL
JPMORGAN SALOMON SMITH BARNEY
CIBC WORLD MARKETS MIZUHO INTERNATIONAL PLC SCOTIA CAPITAL
THE ROYAL BANK OF SCOTLAND TOKYO-MITSUBISHI INTERNATIONAL PLC
------------------------
Prospectus Supplement dated February 28, 2002
FORWARD-LOOKING INFORMATION
Some statements contained in this prospectus supplement and the attached
prospectus, including information incorporated by reference, are
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended,
and are intended to be covered by the safe harbor created by those sections. Our
forward-looking statements are based on our current understanding and assessment
of relevant factors and reasonable assumptions about the future. They are
subject to risks and uncertainties, including changes in market conditions,
government actions and other factors which could cause actual results to differ
materially from future results expressed or implied by those forward-looking
statements.
Given these uncertainties, investors are cautioned not to place undue
reliance on our forward-looking statements. We disclaim any intent or obligation
to update publicly any forward-looking statements set forth in this prospectus
supplement, the attached prospectus, or incorporated herein by reference,
whether as a result of new information, future events or otherwise.
AMERADA HESS CORPORATION
We are a global integrated energy company engaged in the exploration for
and the production, purchase, transportation and sale of crude oil and natural
gas, as well as the production and sale of refined petroleum and other energy
products.
Our exploration and production activities take place primarily in the
United States, United Kingdom, Norway, Denmark, Brazil, Colombia, Equatorial
Guinea, Algeria, Gabon, Azerbaijan, Indonesia, Thailand, Malaysia and Vietnam.
In 2001, we acquired all of the outstanding ordinary shares of Triton Energy
Limited, an independent exploration and production company with activities
principally in Colombia, Equatorial Guinea and the joint development area of
Malaysia-Thailand, for approximately $2.7 billion in cash and the assumption of
$500 million of Triton debt. The acquisition of Triton has significantly
expanded our international reserves and operations, accelerated and extended our
production growth, and provided significant exploration potential. We produced
an average of 468,000 barrels of oil equivalent per day in the fourth quarter of
2001, and full year 2001 production averaged 433,000 barrels of oil equivalent
per day, about 2/3 of which was oil and 1/3 natural gas. After giving pro forma
effect to the Triton acquisition, our estimated total proved crude oil and
natural gas reserves at December 31, 2000 were about 1.4 billion barrels of oil
equivalent.
Our refined petroleum products are produced principally at the HOVENSA
refinery in St. Croix, United States Virgin Islands, which we own jointly with
Petroleos de Venezuela, S.A. We market refined petroleum products on the East
Coast of the United States to wholesale distributors, industrial and commercial
users, other petroleum companies, commercial airlines, governmental agencies and
public utilities, and to the motoring public through our network of
approximately 1,200 HESS brand retail outlets.
We are a Delaware corporation. Our principal executive offices are located
at 1185 Avenue of the Americas, New York, New York 10036, and our telephone
number is (212) 997-8500.
RECENT DEVELOPMENTS
FOURTH QUARTER AND YEAR-END RESULTS
On January 23, 2002, we announced our financial results for the fiscal
quarter and year ended December 31, 2001. A copy of the press release announcing
these results is contained in our current report on Form 8-K filed with the SEC
on February 14, 2002 and incorporated in this
S-1
prospectus supplement by reference. We reported net income of $54 million for
the fourth quarter of 2001 compared with net income of $340 million for the
fourth quarter of 2000. Net income in 2001 was $914 million compared with $1,023
million in 2000. Sales and other operating revenues were $2,881 million in the
fourth quarter of 2001 and $13,413 million in 2001 compared with $3,685 million
in the fourth quarter of 2000 and $11,993 million in 2000. Capital expenditures
for the year 2001 were $5,221 million, including $2,720 million for the purchase
of Triton Energy Limited. Capital expenditures for the year 2000 were $938
million.
USE OF PROCEEDS
We will use the net proceeds from the sale of the notes for general
corporate purposes including the repayment and refinancing of debt. The amount
and timing of the sales of debt securities will depend on market conditions and
the availability of other funds to us.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges shows the coverage of earnings
before income taxes to fixed charges, which consist primarily of interest
expense. Our ratio of earnings to fixed charges for each of the periods ended is
as follows:
YEAR ENDED DECEMBER 31,
--------------------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
6.1 8.8 4.5 (a) 1.6
---------------
(a) Losses, including special items, and fixed charges resulted in a less than
one-to-one earnings ratio in 1998. The deficiency was $480 million. Losses
reflected special items of $285 million including asset and operating lease
impairments of $237 million.
To calculate the ratio of earnings to fixed charges, we calculate earnings
by adding fixed charges other than capitalized interest to income before income
taxes. By fixed charges we mean total interest, including capitalized interest,
and a portion of long-term rent expense that we believe represents the interest
factor of our rent expense. Earnings and fixed charges exclude our share of
earnings and fixed charges of our refinery joint venture in the United States
Virgin Islands.
DESCRIPTION OF THE NOTES
The following description of the terms of the notes supplements the
description in the accompanying prospectus of the general terms of the debt
securities.
GENERAL
The notes will be issued as a series of debt securities under an indenture
dated as of October 1, 1999, as supplemented, between Amerada Hess Corporation
and JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank), as trustee. The notes
offered hereby will be issued in an initial aggregate principal amount of
$600,000,000 and will mature on March 15, 2033.
In addition to the notes, we may issue from time to time other series of
debt securities under the indenture consisting of notes, debentures or other
evidences of indebtedness. Such other series will be separate from and
independent of the notes. The following description of the terms of the notes
supplements and modifies the description of the general terms of the debt
securities set forth in the accompanying prospectus, which we request that you
read.
S-2
Each separate series of the notes will constitute a series of debt
securities to be issued under the indenture. The notes and any future debt
securities issued under the indenture will be unsecured obligations of Amerada
Hess Corporation and will rank on a parity with all other unsecured and
unsubordinated indebtedness of Amerada Hess Corporation. The indenture does not
limit the aggregate principal amount of debt securities that may be issued under
it. The indenture does not limit Amerada Hess Corporation's ability to incur
additional indebtedness.
The notes will not be subject to any sinking fund.
FURTHER ISSUES
We may from time to time, without notice to or the consent of the
registered holders of the notes, create and issue further notes ranking equally
with the notes in all respects, or in all respects except for the payment of
interest accruing prior to the issue date of such further notes or except for
the first payment of interest following the issue date of such further notes.
Such further notes may be consolidated and form a single series with the notes
and have the same terms as to status, redemption or otherwise as the notes.
OPTIONAL REDEMPTION
The notes will be redeemable, in whole at any time or in part from time to
time, at our option, at a redemption price equal to accrued and unpaid interest
on the principal amount being redeemed to the redemption date plus the greater
of:
- 100% of the principal amount of the notes to be redeemed, and
- the sum of the present values of the remaining scheduled payments of
principal and interest on the notes to be redeemed (not including any
portion of such payments of interest accrued to the date of redemption)
discounted to the date of redemption on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the adjusted treasury
rate, plus 30 basis points.
"Adjusted treasury rate" means, with respect to any date of redemption, the
rate per year equal to the semi-annual equivalent yield to maturity of the
comparable treasury issue, assuming a price for the comparable treasury issue
(expressed as a percentage of its principal amount) equal to the comparable
treasury price for such date of redemption.
"Comparable treasury issue" means the United States Treasury security
selected by the quotation agent as having a maturity comparable to the remaining
term of the notes to be redeemed that would be used, at the time of selection
and under customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of the notes.
"Comparable treasury price" means, with respect to any date of redemption,
the average of the reference treasury dealer quotations for the date of
redemption, after excluding the highest and lowest reference treasury dealer
quotations, or if the trustee obtains fewer than three reference treasury dealer
quotations, the average of all reference treasury dealer quotations.
"Quotation agent" means the reference treasury dealer appointed by Amerada
Hess Corporation.
"Reference treasury dealers" means each of Goldman, Sachs & Co. and its
respective successors and any other primary treasury dealer we select. If any of
the foregoing ceases to be a primary U.S. Government securities dealer in New
York City, we must substitute another primary treasury dealer.
S-3
"Reference treasury dealer quotations" means, with respect to each
reference treasury dealer and any date of redemption, the average, as determined
by the trustee, of the bid and asked prices for the comparable treasury issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the trustee by the reference treasury dealer at 5:00 p.m., New York
City time, on the third business day before the date of redemption.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the date of redemption to each holder of the notes to be
redeemed. Unless we default in payment of the redemption price, on and after the
date of redemption, interest will cease to accrue on the notes or portions of
notes called for redemption.
SAME-DAY SETTLEMENT AND PAYMENT
The notes will trade in the same-day funds settlement system of The
Depository Trust Company ("DTC") until maturity or until we issue the notes in
definitive form. DTC will therefore require secondary market trading activity in
the notes to settle in immediately available funds. We can give no assurance as
to the effect, if any, of settlement in immediately available funds on trading
activity in the notes.
BOOK-ENTRY SYSTEM; DELIVERY AND FORM
GENERAL
The notes will be issued in the form of one or more fully registered global
securities. The global securities will be deposited with the trustee as
custodian for DTC and registered in the name of Cede & Co., as DTC's nominee.
For purposes of this prospectus supplement, "global security" refers to the
global security or global securities representing the entire issue of notes.
Except in the limited circumstances described below, the notes will not be
issued in definitive certificated form. The global security may be transferred,
in whole and not in part, only to another nominee of DTC.
DTC
We understand the following with respect to the rules and operating
procedures of DTC:
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for its participants and to facilitate the
clearance and settlement of securities transactions, such as transfers and
pledges, between participants through electronic computerized book-entry changes
in the accounts of its participants, thereby eliminating the need for physical
movement of certificates. Participants include securities brokers and dealers,
banks, trust companies and clearing corporations and may include certain other
organizations, such as the underwriters. DTC is owned by a number of
participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a participant, either directly or indirectly.
S-4
Persons who are not participants may beneficially own notes held by DTC
only through participants or indirect participants. Beneficial ownership of
notes may be reflected:
- for investors who are participants, in the records of DTC,
- for investors holding through a participant, in the records of the
participant whose aggregate interests on behalf of all investors holding
through such participant will be reflected in turn in the records of DTC,
or
- for investors holding through an indirect participant, in the records of
the indirect participant, whose aggregate interests on behalf of all
investors holding through it will be reflected in turn in the records of
a participant.
Accordingly, transfers of beneficial ownership in a global security can be
effected only through DTC, a participant or an indirect participant. Each of the
underwriters is a participant or an indirect participant.
Interests in the global security will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its participants.
The global security will trade in DTC's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the global security will
therefore settle in immediately available funds. The laws of some states require
that certain persons take physical delivery in definitive form of securities.
Consequently, the ability to transfer beneficial interests in the global
security to such persons may be limited.
So long as Cede, as the nominee of DTC, is the registered owner of the
global security, Cede for all purposes will be considered the sole holder of the
notes under the indenture. Except as provided below, owners of beneficial
interests in the global security will not be entitled to have notes registered
in their names, will not receive or be entitled to receive physical delivery of
notes in definitive form, and will not be considered the holders thereof under
the indenture. Thus, any person owning a beneficial interest in the global
security must rely on the procedures of DTC and, if such person is not a
participant in DTC, on the procedures of the participant through which such
person directly or indirectly owns its interests, to exercise any rights of a
holder of notes.
Because DTC can act only on behalf of participants, who in turn act on
behalf of indirect participants and certain banks, the ability of an owner of a
beneficial interest in notes to pledge the notes to persons or entities that do
not participate in the DTC system, or otherwise take actions in respect of such
notes, may be affected by the lack of a physical certificate for such notes.
Payment of principal of and interest on the notes will be made to Cede, the
nominee for DTC, as the registered owner of the global security. Neither we nor
the trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in the global security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
On receipt of any payment of principal of or interest on the global
security, we understand that it is the practice of DTC to credit the
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the global security
as shown on the records of DTC. Payments by a participant to owners of
beneficial interests in the global security held through it will be the
responsibility of the participants, as is the case with securities held for the
accounts of customers registered in "street name."
DTC will take any action permitted to be taken by a holder of notes only at
the direction of one or more participants to whose account with DTC the notes
are credited and only in respect of that portion of the aggregate principal
amount of the notes as to which the participants have given the direction. The
trustee will act upon instructions received from DTC in respect of the aggregate
percentages of interests in the notes necessary for the trustee to take action
under the indenture.
S-5
Although DTC has agreed to these procedures to facilitate transfers of
notes among its participants, it is under no duty to perform or continue to
perform these procedures and they may be discontinued at any time. Neither we
nor the trustee will have any responsibility for the performance by DTC or its
participants or indirect participants of their duties under the rules and
procedures governing their operations.
If an event of default has occurred and is continuing and all principal and
accrued interest in respect of the notes has become immediately due and payable
or if DTC is at any time unwilling, unable or ineligible to continue as
depositary for any global security and we do not appoint a successor depository
within 60 days, we will issue individual certificated notes in definitive form
in exchange for the global security. In addition, we may at any time determine
not to have the notes represented by global securities, and, in such event, will
issue individual certificated notes in definitive form in exchange for such
global securities. In any such instance, an owner of a beneficial interest in a
global security will be entitled to physical delivery of individual certificated
notes in definitive form equal in principal amount to its beneficial interest in
such global securities and to have all such certificated notes registered in its
name. Individual certificated notes so issued in definitive form will be issued
in denominations of $1,000 and integral multiples thereof and will be issued in
registered form only, without coupons.
S-6
UNDERWRITING
We and the underwriters for the offering named below have entered into an
underwriting agreement and a pricing agreement with respect to the notes.
Subject to certain conditions, each underwriter has severally agreed to purchase
the principal amount of notes indicated in the following table.
Principal Amount
Underwriters of Notes
------------ ----------------
Goldman, Sachs & Co. ....................................... $420,000,000
Banc of America Securities LLC.............................. $ 30,000,000
Barclays Capital Inc. ...................................... $ 30,000,000
J.P. Morgan Securities Inc. ................................ $ 30,000,000
Salomon Smith Barney Inc. .................................. $ 30,000,000
CIBC World Markets Corp. ................................... $ 12,000,000
Mizuho International plc.................................... $ 12,000,000
Scotia Capital (USA) Inc. .................................. $ 12,000,000
The Royal Bank of Scotland plc.............................. $ 12,000,000
Tokyo-Mitsubishi International plc.......................... $ 12,000,000
------------
Total............................................. $600,000,000
============
The underwriters are committed to take and pay for all of the notes being
offered, if any are taken.
Notes sold by the underwriters to the public will initially be offered at
the initial public offering price set forth on the cover of this prospectus. Any
notes sold by the underwriters to securities dealers may be sold at a discount
from the initial public offering price of up to 0.50% of the principal amount of
notes. Any such securities dealers may resell any notes purchased from the
underwriters to certain other brokers or dealers at a discount from the initial
public offering price of up to 0.25% of the principal amount of notes. If all
the notes are not sold at the initial offering price, the Underwriters may
change the offering price and the other selling terms.
The notes are a new issue of securities with no established trading market.
We have been advised by the underwriters that the underwriters intend to make a
market in the notes but are not obligated to do so and may discontinue market
making at any time without notice. No assurance can be given as to the liquidity
of the trading market for the notes.
In connection with the offering, the underwriters may purchase and sell
notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the underwriters of a greater number of
notes than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the notes while the
offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased notes sold
by or for the account of such underwriter in stabilizing or short covering
transactions.
These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of the notes. As a result, the price of the notes may be
higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any
time. These transactions may be effected in the over-the-counter market or
otherwise.
S-7
We estimate that our share of the total expenses of the offering, excluding
underwriting discounts and commissions, will be approximately $150,000.
We have agreed to indemnify the several underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
To the extent that any underwriter that is not a U.S. registered
broker-dealer intends to effect sales of the notes in the United States, it will
do so through one or more U.S. registered broker-dealers in accordance with
applicable U.S. securities laws and regulations.
Certain of the underwriters and their affiliates may provide from time to
time various investment banking, financing and commercial banking services to us
and our affiliates. In particular, affiliates of all the underwriters, other
than Goldman, Sachs & Co., are lenders under our credit agreement. Goldman,
Sachs & Co. acted as an advisor to us in connection with the acquisition of
Triton. J.P. Morgan Securities Inc. acted as an adviser to Triton in connection
with the acquisition of Triton. JP Morgan Chase Bank, the trustee for the notes,
is an affiliate of J.P. Morgan Securities Inc.
LEGAL OPINIONS
White & Case LLP, New York, New York, will issue an opinion about the
legality of the notes for us. Davis Polk & Wardwell, New York, New York, will
issue such an opinion on behalf of the underwriters.
S-8
PROSPECTUS
AMERADA HESS CORPORATION
$3,000,000,000
DEBT SECURITIES
We will provide specific terms of these debt securities in supplements to this
prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest.
This prospectus may not be used to sell debt securities unless accompanied by a
prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is July 27, 2001.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC using a "shelf" registration process. Under this shelf process, we may sell
any combination of the debt securities described in this prospectus in one or
more offerings up to a total dollar amount of $3,000,000,000.
This prospectus provides you with a general description of the debt
securities we may offer. Each time we sell debt securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room in Washington, D.C.
Please call the SEC at (800) SEC-0330 for further information on the public
reference room.
The SEC allows us to "incorporate by reference" in this prospectus the
information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings we make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the debt
securities:
- Annual Report on Form 10-K for the year ended December 31, 2000;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2001;
- Current Reports on Form 8-K and Form 8-K/A dated July 10, 2001 and July
25, 2001; and
- Proxy Statement dated March 28, 2001.
You may request a copy of these documents at no cost by writing or
telephoning us at our principal executive offices at the following address and
phone number:
Amerada Hess Corporation
1185 Avenue of the Americas
New York, NY 10036
Attention: Corporate Secretary
(212) 997-8500
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these debt securities in any state where the offer is prohibited. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of these
documents.
We have filed exhibits with this registration statement that include the
form of proposed underwriting agreement and indenture. You should read the
exhibits carefully for provisions that may be important to you.
1
AMERADA HESS CORPORATION
We are a global integrated energy company engaged in the exploration for
and the production, purchase, transportation and sale of crude oil and natural
gas, as well as the production and sale of refined petroleum products.
Exploration and production activities take place primarily in the United States,
the United Kingdom, Norway, Denmark, Brazil, Algeria, Gabon, Indonesia,
Azerbaijan, Thailand and Malaysia.
Our refined petroleum products are manufactured at the HOVENSA refinery in
St. Croix, United States Virgin Islands, which is owned jointly with Petroleos
de Venezuela S.A. The refinery is one of the largest in the world with a
capacity of 500,000 barrels per day. We market refined petroleum products on the
East Coast of the United States through our terminal network and HESS brand
retail outlets.
We are a Delaware corporation. Our principal executive offices are located
at 1185 Avenue of the Americas, New York, New York 10036, and our telephone
number is (212) 997-8500.
USE OF PROCEEDS
We will use the net proceeds from the sale of the debt securities for
general corporate purposes including the repayment and refinancing of debt,
acquisitions (including the acquisition of Triton Energy Limited for
approximately $2.8 billion that we announced on July 10, 2001), additions to
working capital and capital expenditures. The amount and timing of the sales of
debt securities will depend on market conditions and the availability of other
funds to us.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges shows the coverage of earnings
before income taxes to fixed charges, which consist primarily of interest
expense. Our ratio of earnings to fixed charges for each of the periods ended is
as follows:
THREE MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, --------------------------------
2001 2000 1999 1998 1997 1996
------------ ---- ---- ---- ---- ----
12.5 8.8 4.5 (a) 1.6 5.9
---------------
(a) Losses, including special items, and fixed charges resulted in a less than
one-to-one earnings ratio. In 1998, the deficiency was $480 million. Losses
reflected special items of $285 million including asset and operating lease
impairments of $237 million.
To calculate the ratio of earnings to fixed charges, we calculate earnings
by adding fixed charges other than capitalized interest to income before income
taxes. By fixed charges we mean total interest, including capitalized interest,
and a portion of long-term rent expense that we believe represents the interest
factor of our rent expense. Earnings and fixed charges exclude our share of
earnings and fixed charges of our refinery joint venture in the United States
Virgin Islands.
2
DESCRIPTION OF DEBT SECURITIES
The debt securities covered by this prospectus will be our direct unsecured
obligations. The debt securities will be issued in one or more series under an
indenture between us and The Chase Manhattan Bank, as trustee. The indenture has
been qualified under the Trust Indenture Act of 1939. The indenture is governed
by New York law.
This prospectus briefly outlines the main indenture provisions. The
indenture has been filed as an exhibit to the registration statement and you
should read the indenture for provisions that may be important to you.
GENERAL
The debt securities will rank equally with all of our other unsecured and
unsubordinated debt. The indenture does not limit the amount of debt we may
issue under the indenture or otherwise. We may issue the debt securities in one
or more series with the same or various maturities, at a price of 100% of their
principal amount or at a premium or a discount.
The prospectus supplement relating to any series of debt securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
- the title of the debt securities;
- the total principal amount of the debt securities;
- the percentage of the principal amount at which the debt securities will
be issued;
- the date or dates on which principal will be payable and whether the debt
securities will be payable on demand on any date;
- the interest rate or rates and the method for calculating the interest
rate;
- the interest payment dates;
- the maturity dates;
- optional or mandatory redemption terms;
- any mandatory or sinking fund provisions;
- authorized denominations;
- the currency in which the debt securities will be denominated;
- whether the principal and any premium or interest is payable in a
different currency than the currency in which the debt securities are
denominated, including a currency other than U.S. dollars;
- the manner in which any payments of principal and any premium or interest
will be calculated, if the payment will be based on an index or formula;
- whether the debt securities are to be issued as individual certificates
to each holder or in the form of global securities held by a depositary
on behalf of holders or in uncertificated form;
- whether the debt securities will be issued as registered securities or as
bearer securities;
- information describing any book-entry features;
- whether and under what circumstances we will pay additional amounts on
any debt securities held by a person who is not a United States person
for tax purposes and whether we can redeem the debt securities if we have
to pay additional amounts;
- provisions, other than those already in the indenture, that allow for the
discharge of our obligations under the indenture; and
- any other terms.
3
We may issue debt securities of any series as registered securities or
bearer securities or both. In addition, we may issue uncertificated securities.
Unless we state otherwise in a prospectus supplement, we will not offer, sell or
deliver any bearer debt securities, including any bearer securities issued in
temporary or permanent global form, to any United States person. By "United
States person" we mean a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States or of any of its political subdivisions, or an estate
or trust whose income is subject to United States federal income taxation
regardless of its source.
PAYMENT AND TRANSFER
We will normally issue the debt securities in book-entry only form, which
means that they will be represented by one or more permanent global certificates
registered in the name of The Depository Trust Company, New York, New York
("DTC"), or its nominee. We will refer to this form here and in the prospectus
supplement as "book-entry only."
Alternatively, we may issue the debt securities in certificated form
registered in the name of the holder. Under these circumstances, holders may
receive certificates representing the debt securities. Debt securities in
certificated form will be issued only in increments of $1,000 and will be
exchangeable without charge except for reimbursement of taxes or other
governmental charges, if any. We will refer to this form in the prospectus
supplement as "certificated."
If we issue original issue discount debt securities, we will describe the
special United States federal income tax and other considerations of a purchase
of original issue discount debt securities in the prospectus supplement. By
"original issue discount debt securities," we mean securities that are issued at
a substantial discount below their principal amount because they pay no interest
or pay interest that is below market rates at the time of issuance.
The following discussion pertains to debt securities that are issued in
book-entry only form.
One or more global securities would be issued to DTC or its nominee. DTC
would keep a computerized record of its participants (for example, your broker)
whose clients have purchased the debt securities. The participant would then
keep a record of its clients who purchased the debt securities. A global
security may not be transferred, except that DTC, its nominees and their
successors may transfer an entire global security to one another.
Under book-entry only, we will not issue certificates to individual holders
of the debt securities. Beneficial interests in global securities will be shown
on, and transfers of global securities will be made only through, records
maintained by DTC and its participants.
DTC has provided us with the following information. DTC is:
- a limited-purpose trust company organized under the New York Banking Law;
- a "banking organization" within the meaning of the New York Banking Law;
- a member of the United States Federal Reserve System;
- a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and
- a "clearing agency" registered under Section 17a of the Securities
Exchange Act of 1934.
DTC holds securities that its participants deposit with DTC. DTC also
facilitates settlement among participants of securities transactions, such as
transfers and pledges, in deposited securities through computerized records for
participants' accounts. This eliminates the need to exchange certificates.
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations.
4
DTC's book-entry system is also used by other organizations such as
securities brokers and dealers, banks and trust companies that work through a
participant. The rules that apply to DTC and its participants are on file with
the SEC.
DTC is owned by a number of its participants and by The New York Stock
Exchange, Inc., The American Stock Exchange, Inc. and the National Association
of Securities Dealers, Inc.
We will wire principal and interest payments to DTC's nominee. We and the
trustee will treat DTC's nominee as the owner of the global securities for all
purposes. Accordingly, we and the trustee will have no direct responsibility or
liability to pay amounts due on the securities to owners of beneficial interests
in the global securities.
It is DTC's current practice, upon receipt of any payment of principal or
interest, to credit participants' accounts on the payment date according to
their respective holdings of beneficial interests in the global securities as
shown on DTC's records as of the record date for such payment. In addition, it
is DTC's current practice to assign any consenting or voting rights to
participants whose accounts are credited with securities on a record date, by
using an omnibus proxy. Payments by participants to owners of beneficial
interests in the global securities, and voting by participants, will be governed
by the customary practices between the participants and owners of beneficial
interests, as is the case with debt securities held for the account of customers
registered in "street name". However, these payments will be the responsibility
of the participants and not of DTC, the trustee or us.
Debt securities represented by a global security would be exchangeable for
debt securities represented by certificates with the same terms in authorized
denominations only if:
- DTC notifies us that it is unwilling or unable to continue as depository
or if DTC ceases to be a clearing agency registered under applicable law;
or
- we instruct the trustee that the global security is now exchangeable; or
- an event of default has occurred and is continuing.
COVENANTS
We have agreed to some restrictions on our activities for the benefit of
holders of the debt securities. The restrictive covenants summarized below will
apply (unless the covenants are waived or amended) so long as any of the debt
securities are outstanding unless the prospectus supplement states otherwise. We
have provided a glossary at the end of this prospectus to define capitalized
terms used in the covenants. The prospectus supplement may contain different
covenants. In the covenants, all references to us, we, our and ours mean Amerada
Hess Corporation only and not any of our subsidiaries.
LIMITATION ON SECURED INDEBTEDNESS. We have agreed that we will not, and
we will not permit any of our Restricted Subsidiaries to, create, assume, incur
or guarantee any Secured Indebtedness unless we secure these debt securities to
the same extent as the Secured Indebtedness. However, we may incur Secured
Indebtedness without securing these debt securities if, immediately after
incurring the Secured Indebtedness, the aggregate amount of all Secured
Indebtedness and the Attributable Debt payable under leases entered into in
connection with sale and leaseback transactions subject to the amount limitation
described below would not exceed 15% of Consolidated Net Tangible Assets. The
aggregate amount of all Secured Indebtedness in the preceding sentence excludes
Secured Indebtedness that is secured to the same extent as these debt securities
and Secured Indebtedness that is being repaid concurrently.
LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. We have agreed that we will
not, and we will not permit any of our Restricted Subsidiaries to, enter into
any lease longer than three years covering any Principal Property of ours or of
any of our Restricted Subsidiaries that is sold to any
5
other person in connection with the lease, unless immediately after consummation
of the sale and leaseback transaction either:
- the sum of the Attributable Debt and the aggregate amount of all Secured
Indebtedness, excluding Secured Indebtedness which is secured to the same
extent as these debt securities or that is being repaid concurrently,
does not exceed 15% of Consolidated Net Tangible Assets; or
- an amount equal to the net proceeds received in connection with such sale
is used within 180 days to retire or redeem indebtedness of ours or our
Restricted Subsidiaries, the proceeds are at least equal to the fair
market value of the property sold and the trustee is informed of the
transaction.
CONSOLIDATION, MERGER OR SALE
We have agreed not to consolidate with or merge into any other person or
convey or transfer substantially all of our properties and assets to any person,
unless:
- the successor is a U.S. corporation; and
- the successor corporation expressly assumes by a supplemental indenture
the due and punctual payment of the principal of and any premium or any
interest on all the debt securities and the performance of every covenant
in the indenture that we would otherwise have to perform.
MODIFICATION OF THE INDENTURE
Under the indenture, our rights and obligations and the rights of the
holders may be modified if the holders of a majority in aggregate principal
amount of the outstanding debt securities of all series voting as a single class
affected by the modification consent. However, no modification of the principal
or interest payment terms, and no modification reducing the percentage required
for modifications, is effective against any holder without its consent.
EVENTS OF DEFAULT
When we use the term "Event of Default" in the indenture, here are some
examples of what we mean.
Unless otherwise specified in a prospectus supplement, an Event of Default
with respect to a series of debt securities occurs if:
- we fail to pay the principal of, or any premium on, any debt security
when due;
- we fail to pay interest when due on any debt security for 30 days;
- we fail to perform any other covenant in the indenture and this failure
continues for 60 days after we receive written notice of it from the
trustee or from the holders of 25% in principal amount of the outstanding
debt securities of the series;
- we default under any other loans or similar indebtedness in an amount in
excess of $50,000,000 and that default results in the acceleration of the
loan and the situation continues for a period of 20 days after we receive
written notice from the trustee or from holders of 25% of the principal
amount of the outstanding securities of such series; or
- we or a court take certain actions relating to the bankruptcy, insolvency
or reorganization of Amerada Hess Corporation for the benefit of our
creditors.
A supplemental indenture may include, or pursuant to a resolution from our
board of directors there may be added, additional Events of Default or changes
to the Events of Default described
6
above with respect to a particular series of debt securities. For the Events of
Default applicable to a particular series of debt securities, see the prospectus
supplement relating to the series.
The trustee may withhold notice to the holders of debt securities of any
default (except in the payment of principal or interest) if it considers
withholding of notice to be in the best interests of the holders. No notice of a
covenant default may be given until 30 days after the default occurs. By default
we mean any event which is an Event of Default described above or would become
an Event of Default with the giving of notice or the passage of time.
If a payment Event of Default for any series of debt securities occurs and
continues, the trustee or the holders of at least 25% in aggregate principal
amount of the debt securities of the series may require us to repay immediately:
- the entire principal of the debt securities of the series or, if the debt
securities are original issue discount securities, the portion of the
principal described in the applicable prospectus supplement; and
- all the accrued interest.
If the default results from a failure to perform a covenant or the
acceleration of other indebtedness, the trustee or the holders of 25% in
aggregate principal amount of all debt securities may require the immediate
payment of principal and interest. If the default is in connection with an event
of bankruptcy or similar event, the principal and interest will become
immediately due and payable.
The holders of a majority of the principal amount of the debt securities of
the affected series can rescind this accelerated payment requirement or waive
any past default or Event of Default or allow us to not comply with any
indenture provision. However, rescission is not permitted if there is a default
in payment of principal of, or premium or interest on, any of the debt
securities of the series apart from the acceleration itself.
Other than its duties during a default, the trustee is not obligated to
exercise any of its rights or powers under the indenture at the request, order
or direction of any holders, unless the holders offer the trustee reasonable
indemnity. If they provide this indemnity, the holders of 25% of the principal
amount of any series of debt securities may, subject to limitations, direct the
time, method and place of conducting any proceeding or any remedy available to
the trustee, or exercising any power conferred on the trustee, for any series of
debt securities.
DEFEASANCE
When we use the term defeasance, we mean discharge from some or all of our
obligations under the indenture. Unless otherwise indicated in an applicable
prospectus supplement, if we deposit with the trustee sufficient cash or
government securities to pay the principal, interest, any premium and any other
sums due to the stated maturity date or a redemption date of the debt securities
of a particular series, then we will either be discharged from any and all
obligations in respect of any series of debt securities or we will no longer be
under any obligation to comply with restrictive covenants under the indenture
and certain Events of Default will no longer apply to us.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. These holders may look only to the deposited funds or
obligations for payment.
We must deliver to the trustee a ruling by the United States Internal
Revenue Service or an opinion of counsel to the effect that the deposit and
related defeasance would not cause the holders of the debt securities to
recognize income, gain or loss for federal income tax purposes.
7
CONCERNING THE TRUSTEE
The trustee has loaned money to us and provided other services to us in the
past and may do so in the future as a part of its regular business.
PLAN OF DISTRIBUTION
We may sell the offered debt securities through underwriters or dealers,
through agents or directly to one or more purchasers.
SALE THROUGH UNDERWRITERS
If we use underwriters in the sale, they will acquire the debt securities
for their own account. The underwriters may resell the debt securities in one or
more transactions, including negotiated transactions at a fixed public offering
price or at varying prices determined at the time of sale. The obligations of
the underwriters to purchase the debt securities will be subject to conditions.
The underwriters will be obligated to purchase all the debt securities of the
series offered if any of the debt securities are purchased. The underwriters
from time to time may change any initial public offering price and any discounts
or concessions allowed or re-allowed or paid to dealers.
SALE THROUGH AGENTS
We may sell offered debt securities through agents we designate. Unless
indicated in the prospectus supplement, the agents have agreed to use their
reasonable best efforts to solicit purchases for the period of their
appointment.
DIRECT SALES
We also may sell offered debt securities directly. In this case, no
underwriters or agents would be involved.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
the offered debt securities may be underwriters as defined in the Securities Act
of 1933. Any discount or commissions they receive from us and any profit they
receive on the resale of the offered debt securities may be treated as
underwriting discounts and commissions under the Securities Act. We will
identify any underwriters or agents, and describe their compensation, in a
prospectus supplement.
We may agree with the underwriters, dealers and agents to indemnify them
against civil liabilities, including liabilities under the Securities Act. We
may also agree to contribute to payments that the underwriters, dealers or
agents may be required to make. Underwriters, dealers and agents may engage in
transactions with, or perform services for, us or our subsidiaries in the
ordinary course of their businesses.
LEGAL OPINIONS
White & Case LLP, New York, New York, will issue an opinion about the
legality of the offered debt securities for us. Davis Polk & Wardwell, New York,
New York, will issue such an opinion on behalf of any agent, underwriter or
dealer.
8
EXPERTS
The consolidated balance sheet of Amerada Hess Corporation as of December
31, 2000 and 1999 and the statements of consolidated income, retained earnings,
cash flows, changes in preferred stock, common stock and capital in excess of
par value and comprehensive income for each of the three years in the period
ended December 31, 2000, incorporated by reference in this prospectus, have been
incorporated into this prospectus in reliance on the report of Ernst & Young
LLP, independent auditors, given on the authority of that firm as experts in
accounting and auditing.
9
GLOSSARY
We have used the following definitions in describing the restrictive
covenants that we have agreed to in the indenture. You can also find the precise
legal definitions of these terms in Section 1.01 of the indenture.
"Attributable Debt" means, when used in connection with a sale and
lease-back transaction referred to in the indenture, on the date upon which the
amount is to be determined, the product of
- the net proceeds from the sale and lease-back transaction multiplied by
- a fraction, the numerator of which is the number of full years of the
term of the lease relating to the property involved in that sale and
lease-back transaction remaining on that date and the denominator of
which is the number of full years on the term of that lease measured from
the first day of the term.
"Consolidated Net Tangible Assets" means our total assets and those of our
consolidated subsidiaries, less current liabilities and intangible assets.
"Principal Property" means any oil or gas producing property, onshore or
offshore, or any refining or manufacturing plant owned or leased under a capital
lease by us or any of our Restricted Subsidiaries, but does not include any
property that has been determined by a resolution of our board of directors not
to be of material importance to the business conducted by us and our
subsidiaries taken as a whole.
"Restricted Subsidiary" means any Subsidiary that owns or leases, under a
capital lease, any Principal Property.
"Secured Indebtedness" means indebtedness of ours or any Restricted
Subsidiary for borrowed money secured by any lien on (or in respect of any
conditional sale or other title retention agreement covering) any Principal
Property or the stock or indebtedness of a Restricted Subsidiary, but excluding
from such definition all indebtedness:
- secured by liens (or arising from conditional sale or other title
retention agreements) existing on the date of the indenture;
- owing to us or any other Restricted Subsidiary;
- secured by liens on Principal Property or the stock or indebtedness of
Restricted Subsidiaries and existing at the time of acquisition thereof;
- in connection with industrial development bond, pollution control revenue
bond or similar financings;
- secured by purchase money security interests;
- secured by liens existing at the time a corporation becomes a Restricted
Subsidiary;
- statutory liens, liens made in connection with bids and other standard
exempted liens;
- liens on oil and/or gas properties or other mineral interests arising as
a security in connection with conducting certain business;
- royalties and other payments to be paid out of production from oil and/or
gas properties or other mineral interests from the proceeds from their
sale; and
- constituting any replacement, extension or renewal of any such
indebtedness to the extent such indebtedness is not increased.
"Subsidiary" means, with respect to any person, any corporation,
association or other business entity of which more than 50% of the outstanding
voting equity is owned, directly or indirectly, by such person and one or more
other subsidiaries of such person.
10
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the Notes offered hereby, but only under circumstances and
in jurisdictions where it is lawful to do so. The information contained in this
prospectus is current only as of its date.
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TABLE OF CONTENTS
Prospectus Supplement
Page
----
Forward-Looking Information.......... S-1
Amerada Hess Corporation............. S-1
Recent Developments.................. S-1
Use of Proceeds...................... S-2
Ratio of Earnings to Fixed Charges... S-2
Description of the Notes............. S-2
Underwriting......................... S-7
Legal Opinions....................... S-8
Prospectus
About This Prospectus................ 1
Where you Can Find More
Information........................ 1
Amerada Hess Corporation............. 2
Use of Proceeds...................... 2
Ratio of Earnings to Fixed Charges... 2
Description of Debt Securities....... 3
Plan of Distribution................. 8
Legal Opinions....................... 8
Experts.............................. 9
Glossary............................. 10
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$600,000,000
AMERADA HESS CORPORATION
7.125% NOTES DUE 2033
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[AMERADA HESS LOGO]
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GOLDMAN, SACHS & CO.
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