<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1994
REGISTRATION NO. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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APACHE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE NO. 41-0747868
(State of incorporation) (I.R.S. Employer
Identification Number) ONE POST OAK
ONE POST OAK CENTRAL Z. S. KOBIASHVILI
2000 POST OAK BOULEVARD, SUITE 100 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HOUSTON, TEXAS 77056-4400 ONE POST OAK CENTRAL
(713) 296-6000 2000 POST OAK BOULEVARD, SUITE 100
(Address, including zip code, and HOUSTON, TEXAS 77056-4400
telephone number, including area code, of (713) 296-6000
registrant's executive offices) (Name, address, including zip code, and telephone
number, including area code, of agent for service)
</TABLE>
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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. (X)
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. ( )
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of Registration
of Securities to be Registered Offering Price Per Aggregate Offering Fee
Registered Share (1) Price (1)
<S> <C> <C> <C> <C>
- - --------------------------------------------------------------------------------------------------------------------
Common Stock, par 150,000 shares(2) $23.625 $3,543,750 $1,222
value $1.25 per
share(2)
====================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c), the offering price and registration fee are
computed on the basis of the average of the high and low prices of the
Common Stock, as reported on The New York Stock Exchange, Inc.
Composite Transactions Reporting System for April 8, 1994.
(2) Including associated stock purchase rights.
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PROSPECTUS 150,000 SHARES
APACHE CORPORATION
COMMON STOCK ($1.25 PAR VALUE)
DIVIDEND REINVESTMENT PLAN
This Prospectus relates to 150,000 shares ("Shares") of the common
stock, par value $1.25 per share (the "Common Stock"), of Apache Corporation
("Apache" or the "Company") offered pursuant to the Dividend Reinvestment Plan
(the "Plan"). The Shares of Common Stock issued under the Plan will be listed
on The New York Stock Exchange ("NYSE") and the Chicago Stock Exchange ("CSE").
The per share closing market price of the Company's Common Stock as reported on
The New York Stock Exchange, Inc. Composite Transactions Reporting System
("Composite Tape") for April 11, 1994 was $24.25. The complete mailing address
of the Company's executive offices is 2000 Post Oak Boulevard, Suite 100,
Houston, Texas 77056-4400.
The Plan provides holders of the Common Stock enrolled in the Plan
("Participants") with a convenient method of purchasing additional shares of
Common Stock by:
- Automatically reinvesting all or a portion of the cash
dividends on the Company's Common Stock; and/or
- Making additional cash investments of not less than $50 each
or more than $5,000 in any calendar quarter.
The price of each Share of the Company's newly issued Common Stock
purchased with reinvested dividends is 100 percent of the unweighted average of
the per share closing market prices for the Common Stock as reported on the
Composite Tape for the five consecutive trading days up to and including the
cash dividend payment date. The price of each Share of the Company's newly
issued Common Stock purchased with additional cash investments is the per share
closing market price for the Common Stock as reported on the Composite Tape for
the established investment date (usually the last business day of each month).
The purchase price of each Share of the Company's newly issued Common Stock
will not be less than par value.
The price to Participants for shares of the Company's Common Stock
purchased in the open market, with reinvested dividends or with additional cash
investments, is the weighted average purchase price for the applicable
investment period paid by the Plan Agent for such shares, excluding any
brokerage fees or service charges.
Apache pays the costs of administering the Plan, as well as brokerage
fees and service charges on purchases of shares of Common Stock; however,
Participants selling shares under the Plan must pay certain costs relating to
such sales. No underwriting discounts or commissions are paid by Participants
in connection with the offering of the Shares under the Plan, and the Company
receives all proceeds from the sale of newly issued Shares. This Prospectus
should be retained for future reference.
---------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------
The date of this Prospectus is April 13, 1994.
<PAGE> 3
AVAILABLE INFORMATION
Apache is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith, files periodic reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). The Company's
filings may be inspected and copied or obtained by mail upon payment of the
Commission's prescribed rates at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza,
Washington, D.C. 20549 and at the regional offices of the Commission located at
Seven World Trade Center, 13th Floor, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
The Common Stock and Common Stock Purchase Rights are listed on the NYSE and
the CSE, although the Shares are not currently admitted for trading on either
exchange. The Company's 9.25% Notes due June 1, 2002 are listed on the NYSE.
The Company's reports, proxy statements and other filings with the Commission
are also available for inspection at the offices of the NYSE located at 20
Broad Street, New York, New York 10005 and the CSE, 440 S. LaSalle St.,
Chicago, Illinois 60605.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1993, as
amended ("the Securities Act"), with respect to the Common Stock offered
hereby. This Prospectus does not contain all of the information set forth in
the Registration Statement and in the amendments, exhibits and schedules
thereto. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement, and to the exhibits and
schedules filed therewith. All of these documents may be inspected without
charge at the Commission's principal office in Washington, D.C., and copies
thereof may be obtained from the Commission at the prescribed rates or may be
examined without charge at the public reference facilities of the Commission.
Any statements contained herein concerning the provisions of any document filed
as an exhibit to the Registration Statement or otherwise filed with the
Commission are not necessarily complete, and in each instance reference is made
to the copy of such document so filed. Each such statement shall be qualified
in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The Company's Annual Report on Form 10-K, for the fiscal year ended
December 31, 1993, as amended on Form 10-K/A filed March 28, 1994, filed with
the Commission pursuant to the Exchange Act (Commission File No. 1-4300), is
incorporated herein by reference.
All documents which the Company files pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering described herein shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
filing of such reports and documents. Any statement contained in a document
incorporated by reference, or deemed to be incorporated by reference, shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
incorporated document or in any accompanying prospectus supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any or all
documents described above (other than exhibits thereto, unless such exhibits
are specifically incorporated by reference into the documents that this
Prospectus incorporates). Requests should be addressed to Apache Corporation,
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas
77056-4400, Attention: Corporate Secretary (telephone 713-296-6000).
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<PAGE> 4
THE COMPANY
Apache is an independent energy company that explores for, develops,
produces, gathers, processes and markets natural gas and crude oil.
Domestically, Apache's exploration and production interests are spread over 18
states, focusing on the Gulf of Mexico, the Anadarko Basin of Oklahoma, the
Permian Basin of west Texas and New Mexico, the Gulf Coast, and the Rocky
Mountain region. Internationally, the Company has production interests in
Australia and is currently focusing its exploration efforts offshore Western
Australia and along the Pacific Rim. The Company's estimated proved reserves at
December 31, 1993, were 231 million barrels of oil equivalents of which 61
percent were natural gas.
The Company is a Delaware corporation with its principal executive
offices at One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston,
Texas 77056-4400. The Company's telephone number is (713) 296-6000.
3
<PAGE> 5
DIVIDEND REINVESTMENT PLAN
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2000 POST OAK BOULEVARD, SUITE 100/HOUSTON, TX 77056-4400 (713) 296-6000
(Logo)
Dear Fellow Stockholder:
The Dividend Reinvestment Plan is open to all holders of record of
Apache Corporation common stock and provides a convenient method of purchasing
additional shares of Apache common stock and to increase your equity
participation in Apache.
Participation is entirely voluntary. Subject to certain limitations,
you may enroll in or withdraw from the Plan whenever you wish. If you elect to
participate, please be sure to read carefully the terms and conditions of the
Plan contained in this prospectus. To enroll, please sign, date and mail the
enclosed authorization card. If you are currently enrolled, your participation
in the Plan will continue without any further action on your part.
Apache Corporation is pleased to provide this Plan to reinvest your
cash dividends and/or additional cash investments in additional shares of
Apache common stock.
Very truly yours,
/s/ Raymond Plank
Raymond Plank
Chairman of the Board and Chief
Executive Officer
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<PAGE> 6
1. HOW CAN I BENEFIT FROM PARTICIPATION IN THE PLAN?
The Dividend Reinvestment Plan offers a way to systematically use all or part
of your cash dividends to purchase additional shares of the common stock of
Apache Corporation ("Apache shares"). Systematic investment provides long-term
benefits of dollar cost averaging of your stock purchases, even if the
reinvested money is a relatively small amount.
The investment is made automatically on your behalf. Apache pays the costs of
administering the Plan, as well as brokerage fees and service charges on
purchases of Apache shares. You may also elect to contribute additional funds
for investment in Apache shares at any time.
Since dividends will be paid on the Apache shares acquired under the Plan, you
will have full earning power on your investment without delay. In effect, the
Plan enables you to compound your dividends quarterly.
2. HOW DOES THE PLAN WORK?
Once you have enrolled in the Plan, Norwest Bank Minnesota, N.A., the Plan
Agent, does all the work. The Plan Agent automatically uses your dividend to
purchase additional Apache shares and then provides you with a complete,
up-to-date record after each transaction. Should the amount of your dividend
be less than the price of a single Apache share, the Plan Agent will credit
your account with that portion of an Apache share (computed to three decimal
places) purchased with your dividend.
3. HOW CAN I MAKE ADDITIONAL CASH INVESTMENTS?
Once you have joined the Plan, you may make voluntary additional cash
investments of not less than $50 each, or more than an aggregate of $5,000 in
any calendar quarter. The Plan Agent will use such additional cash investments
to purchase additional Apache shares for you on the established investment date
(usually the last business day of each month). You pay no service charges or
brokerage fees on purchases of Apache shares.
A transmittal form for mailing additional cash investments will be included
with each statement of account which you receive from the Plan Agent. No
interest will be earned on additional cash investments.
4. WHAT IS THE SOURCE OF THE APACHE SHARES PURCHASED UNDER THE PLAN?
Apache shares purchased for you under the Plan come from (i) authorized but
previously unissued shares of the common stock of Apache ("newly issued
shares"), or from (ii) Apache shares purchased by the Plan Agent in the "open
market" (on any securities exchange where Apache shares are traded, in the
over-the-counter market, or in negotiated transactions).
5. WHAT IS THE PRICE OF APACHE SHARES PURCHASED UNDER THE PLAN?
The price to you of newly issued shares purchased from Apache by the Plan Agent
will be 100 percent of the Average Market Price for Reinvested Dividends and
100 percent of the Market Price for Additional Cash Investments.
The price to you of Apache shares purchased in the open market will be the
weighted average of all Apache shares purchased by the Plan Agent with the
reinvested funds from a single cash dividend paid by Apache, together with any
funds from additional cash investments being concurrently invested.
The "Average Market Price for Reinvested Dividends" is the unweighted average
of the per share closing market prices for Apache common stock, as reported on
The New York Stock Exchange, Inc. Composite
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<PAGE> 7
Transactions Reporting System (the "Composite Tape"), for five consecutive
trading days up to and including the cash dividend payment date.
The "Market Price for Additional Cash Investments" is the per share closing
market price for Apache common stock, as reported on the Composite Tape, for
the established investment date (usually the last business day of each month).
6. HOW DO I ENROLL?
As long as you are a stockholder of record, you may participate in the Plan
with all or any number of your Apache shares. Beneficial owners, whose Apache
shares are held for them in "street" name by brokers, bank nominees or
trustees, should have the Apache shares transferred into their own names or
into a separate account which may then participate. To enroll, complete an
authorization card and send it to the Plan Agent at the address set forth
below.
7. HOW WILL I BE KEPT INFORMED?
After your first dividend reinvestment and each subsequent transaction, the
Plan Agent will send you a detailed statement of your account.
Please address all questions and other communications regarding the Plan to the
Plan Agent at the following address:
Norwest Bank Minnesota, N.A.
Dividend Reinvestment Department
P. O. Box 738
South St. Paul, MN 55075-0738
1-800-468-9716
8. HOW CAN I WITHDRAW FROM THE PLAN?
You may terminate your participation in the Plan at any time by sending a
written notice to the Plan Agent who, upon receipt of such notice, will cause
the Apache shares held in your Plan account to be issued to you. Or, if you so
desire, the Plan Agent will sell your Apache shares and fractional interests,
if any, held in the Plan. In such event, the net proceeds of such sale, after
payment of brokerage fees, transfer taxes, and a nominal withdrawal fee, will
be forwarded to you.
THE FOREGOING CONSTITUTES ONLY A SUMMARY OF THE PLAN. THE TERMS AND CONDITIONS
OF THE PLAN ARE SET FORTH IN THE FOLLOWING PAGES OF THIS PROSPECTUS, WHICH
SHOULD BE READ CAREFULLY BEFORE COMPLETING AN AUTHORIZATION CARD.
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APACHE CORPORATION DIVIDEND REINVESTMENT PLAN DESCRIPTION, TERMS AND CONDITIONS
1. ELIGIBLE PARTICIPANTS
Holders of record of shares of common stock, par value $1.25 per share
("shares"), of Apache Corporation ("Apache") are entitled to participate in the
dividend reinvestment plan (the "plan") of Apache.
2. PARTICIPATION
Subject to the provisions of Section 3, any stockholder may elect to
participate in the plan. Such participation may be made in respect to all or
any portion of the shares held by a participating stockholder. Each
stockholder who participates in the plan is referred to herein as a
"participant." The shares designated by the participant for participation in
the plan and the shares acquired under the plan on behalf of the participants
are hereinafter referred to collectively as "participating shares."
3. ELIGIBILITY
All stockholders are eligible to participate in the plan unless (a) Apache or
Norwest Bank Minnesota, N.A., its successors or assigns (the "plan agent"), has
reason to believe that such participation is not, at the time, permitted under
the laws of the jurisdiction in which such stockholder resides or under the
laws of the United States, or (b) the plan is amended, suspended or terminated
as hereinafter provided.
Beneficial owners of shares whose shares are held for them in registered names
other than their own, such as in the names of brokers, bank nominees or
trustees, should, if they wish to have such shares participate in the plan,
either arrange for the holder of record of such shares to join the plan by
submitting a special form prepared by Apache for this purpose (the
"authorization card") to the plan agent or have such shares transferred into
their own names or into a separate account which may then participate.
Institutional and nominee accounts are eligible to participate in the plan
provided that all shares in a single account held of record by the
institutional or nominee holder of record are included in the plan.
An authorization card will not be accepted from or on behalf of any stockholder
who Apache or the plan agent has reason to believe is not eligible to
participate in the plan.
4. ENROLLMENT
A stockholder who wishes to continue receiving cash dividends on his shares by
check is not required to complete or file any documents or take any action for
that purpose.
To participate under the plan, a stockholder must complete, sign and return an
authorization card to the plan agent. Once a stockholder has enrolled in the
plan, his participation continues in respect of his participating shares until
terminated by such stockholder or by Apache in accordance with the terms of the
plan.
Stockholders who intend to enroll all of their shares in the plan and who have
received more than one authorization card as a result of such shares being
registered in different names or addresses must return all such authorization
cards. Stockholders may consolidate their accounts by so advising the plan
agent of their intent in writing and completing the requirements (if any)
outlined by the plan agent.
By completing an authorization card, a participant authorizes and directs
Apache to pay any and all cash dividends declared and paid by Apache on all
participating shares (the "reinvested funds") of such participant to the plan
agent.
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<PAGE> 9
Except as otherwise indicated in this Section 4, a stockholder shall become a
participant in the plan effective as of the date the enrollment card is
received by the plan agent. A stockholder who wishes to participate in the
plan with respect to a particular cash dividend must have delivered an
authorization card to the plan agent on or before the corresponding dividend
record date. If the plan agent receives an authorization card from a
stockholder after a particular dividend record date, the cash dividend payable
to such stockholder will be paid in the manner specified by Apache for
stockholders not participating in the plan, and participation in the plan will
commence with the following dividend record date.
Since 1965, Apache has paid cash dividends and expects to continue to pay cash
dividends. Historically, cash dividends have been paid on the last business
day of January, April, July and October; however, no assurance can be given
that such cash dividends will be paid or, if paid, as to the amount thereof.
The record dates of such dividends are generally set approximately 30 days
prior to the dividend payment date. Participants will not generally become
record stockholders of shares purchased on their behalf pursuant to the plan,
and will not become entitled to receive cash dividends thereon until the
dividend record date following the date of the purchase of such shares.
5. APPLICATION OF CASH DIVIDENDS RECEIVED BY PLAN AGENT
The plan agent shall establish a separate individual account for each
participant. All reinvested funds received by the plan agent shall be credited
to the individual account of each participant in the amount to which each such
participant is entitled. Such reinvested funds will be invested in the
purchase of additional shares for the accounts of the participants by the plan
agent as soon as practicable after the monthly established investment date.
6. ADDITIONAL CASH INVESTMENTS
A participant may also make voluntary additional cash investments in the plan
of not less than $50 or more than $5,000 per calendar quarter; however,
additional cash investments may only be made by participants in the plan. Each
additional cash investment by a participant shall be sent to the plan agent and
shall be accompanied by the transmittal form for mailing additional cash
investments that will be included in each statement of account furnished to
participants as set forth in Section 12. No interest will be paid on any cash
investment between the date of receipt by the plan agent and the date of
investment in additional shares. The plan agent will invest such additional
cash on the monthly established investment date.
Any additional cash investment will be returned by mail to the participant who
sent the investment, to the address shown on the plan agent's records, if
written notice requesting such return is received by the plan agent at least
two business days prior to the monthly established investment date on which the
purchase of additional shares would be made with such investment.
7. PURCHASE OF SHARES BY THE PLAN AGENT
Purchase of shares for the accounts of the participants shall be made solely by
and through the plan agent. The plan agent may make such purchases (a) from
authorized but previously unissued shares of the common stock of Apache (the
"newly issued shares"), or (b) on any securities exchange to which the shares
are admitted to trading, in the over-the-counter market or in negotiated
transactions (collectively, the "open market") and on such terms as to price,
delivery and otherwise as the plan agent may, in its sole and absolute
discretion, determine. In addition, the plan agent may make purchases (and
sales) in offsetting transactions as set forth in Section 13. The plan agent
will make its purchases monthly on the established investment date.
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8. TEMPORARY CURTAILMENT OF PURCHASES OR SALES
Temporary curtailment or suspension of purchases or sales of shares may be made
at any time when such purchases or sales would, in the judgment of the plan
agent, contravene or be restricted by applicable regulations, interpretations
or orders of the Securities and Exchange Commission, or any other governmental
commission, agency or instrumentality, of any court or securities exchange or
of the National Association of Securities Dealers, Inc. The plan agent shall
not be accountable or otherwise liable for failure to make purchases or sales
at such times.
9. PRICE OF SHARES TO PARTICIPANTS
The price per share at which the plan agent shall be deemed to have purchased
shares for a participant's account shall be as follows:
(a) for newly issued shares purchased from Apache, 100 percent of
the Average Market Price for Reinvested Dividends (as defined
below) and 100 percent of the Market Price for Additional Cash
Investments (as defined below), or
(b) for shares purchased in the open market, the weighted average
of all shares purchased with the reinvested funds from a
single cash dividend paid by Apache, together with any funds
from additional cash investments being concurrently invested.
The price per share for newly issued shares purchased from Apache shall not be
less than the par value of $1.25 per share.
The "Average Market Price for Reinvested Dividends" shall be the unweighted
average of the per share closing market prices for Apache common stock, as
reported on The New York Stock Exchange, Inc. Composite Transactions Reporting
System (the "Composite Tape"), for five consecutive trading days up to and
including the cash dividend payment date.
The "Market Price for Additional Cash Investments" shall be the per share
closing market price for Apache common stock, as reported on the Composite
Tape, for the monthly established investment date.
10. DELIVERY AND CUSTODY OF SHARES
Shares purchased under the plan shall not initially be issued to participants
but shall be registered in the name of and held by the plan agent or its
nominee. The separate account of each participant whose funds were used to
purchase shares shall be credited with that participant's pro-rata portion of
all shares purchased pursuant to the plan. The shares purchased under the plan
for each participant shall be shown on his statement of account as provided in
Section 12. No certificates representing such shares will be issued to a
participant unless such participant so requests in writing to the plan agent or
until the participant's account is terminated as described in Section 14. No
certificates for fractional shares will be issued upon termination of a
participant's account. For any fractional share held in a terminating
participant's account, a check will be issued to the participant for the
current market value of the fractional share (less the withdrawal fee) as
described in Section 14. Neither Apache, nor the plan agent shall have any
responsibility for any change in the value of the shares purchased and held in
the plan for any participant's account.
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11. ISSUANCE OF SHARES
A participant may, without terminating his participation in the plan, upon
written request to the plan agent, have any number of the whole shares, which
have been purchased and held for such participant's account under the plan,
registered in such participant's name and delivered to such participant. Such
shares will continue to be treated as participating shares for purposes of
dividend reinvestment under the plan unless a written request delivered to the
plan agent specifies otherwise. Such requests must be mailed or delivered to
the plan agent at the address set forth in Section 22. Except as hereinafter
expressly provided, shares purchased through the plan will be issued to a
participant within seven days following receipt by the plan agent of such
participant's written request. Any remaining participating shares will
continue to be held for the participant's account under the plan, and the
participant will remain enrolled in the plan.
Accounts under the plan will be maintained in the names in which the
participant's shares were registered at the time the stockholder enrolled in
the plan. As a result, shares will be similarly registered when issued to
participants under this section.
Shares held by the plan agent under the plan may not be pledged, sold or
otherwise disposed of by a participant. A participant who wishes to pledge,
sell or otherwise dispose of such shares must request that the shares be issued
to him under this section or terminate participation in the plan under Section
14 with respect to such shares.
12. STATEMENTS OF ACCOUNT
The plan agent will maintain a separate individual account for each
participant. A statement of account will be mailed to each participant by the
plan agent as soon as practicable after purchase or sale of shares. A similar
statement will be furnished to participants after any withdrawal of accumulated
shares or termination of participation in the plan.
Each such statement will indicate, among other things, (a) the amount of cash
dividends and/or voluntary additional cash investments received by the plan
agent and applied to the purchase of shares for the participant's account, (b)
the price per share of such shares purchased for the participant's account, (c)
the number of shares purchased or sold by the plan agent for the participant's
account, and (d) as of the date following the dividend payment date or the
monthly established investment date, the total number of shares held for the
account of the participant in the plan.
13. SALE OF SHARES ON BEHALF OF PARTICIPANT
A participant may, if desired, request in writing that any number of whole
shares credited to the participant's account be sold by the plan agent. The
plan agent shall have the right to require that the participant's signature on
such request be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guaranty medallion program). When a request to sell
whole shares for a participant's account has been received, such shares will be
sold by the plan agent, and the participant will receive a check for the
proceeds of the sale, less any brokerage fees and commissions, the applicable
withdrawal fee and any transfer taxes. Sales may be made on any securities
exchange on which the shares are traded or listed for trading, in the
over-the-counter market or in negotiated transactions and on such terms as to
price, delivery and otherwise as the plan agent may, in its sole and absolute
discretion, determine. Any such sale shall be made within five business days
following the receipt of the participant's written request to sell such shares,
unless sale is curtailed or suspended in accordance with Section 8.
Such request can apply only to authorization for sale and not as to the price,
terms or timing of such sale.
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14. TERMINATION OF PARTICIPATION
Participation in the plan may be terminated by a participant in respect of all
or any portion of the participating shares by written notice to the plan agent
at the address specified in Section 22. All cash dividends relating to a
dividend record date subsequent to the termination of the participant's account
shall be paid directly to the stockholder by check or in such other manner as
may be specified by Apache for stockholders not participating in the plan.
Notices received between a dividend record date and the corresponding dividend
payment date will become effective after the shares purchased with the
reinvested funds have been credited to the account.
Upon termination of a participant's account, the terminating participant will
receive the number of whole shares credited to the participant's account unless
the participant's termination notice instructs the plan agent that all of such
shares be sold. If a request to sell whole shares for a terminating
participant's account meeting the requirements of Section 13 has been timely
received, such shares will be sold by the plan agent and the net proceeds of
such sale, after payment of brokerage fees and commissions, the applicable
withdrawal fee and any transfer taxes, shall be remitted by the plan agent to
the terminating participant as provided in Section 13. In every case of
termination of a participant's account, the terminating participant will
receive in payment for any fractional share credited to the participant's
account an amount of cash based on the current market value of the shares.
Such payment for any fractional share will be made concurrently with the
delivery of any whole shares or any net proceeds from the sale of whole shares.
Any whole shares will be registered in the name in which the terminating
participant's original participating shares are registered.
15. VOTING BY PARTICIPANTS
The plan agent will vote all shares held in the participant's account in the
same way in which participant votes shares of Apache common stock standing of
record in the participant's name by the regular proxy returned by the
participant to Apache or its agent, or, if the plan agent sends to the
participant a separate or combined proxy covering the shares credited to
participant's dividend reinvestment account, then such shares will be voted as
designated in such separate or combined proxy. In the event the participant
does not direct the voting of his shares by either such regular, separate or
combined proxy, the shares credited to the participant's dividend reinvestment
account will not be voted.
16. RIGHTS, OFFERINGS, SHARES SPLITS AND SHARE DIVIDENDS
In the event that Apache makes available to its stockholders rights to
subscribe for additional shares or other securities, the rights attributable to
those shares held by the plan agent pursuant to the plan shall be delivered to
the plan agent for sale through the plan agent. The proceeds received by the
plan agent from the sale of such rights shall be applied to the acquisition of
additional shares for the account of each of the participants. Any participant
who wishes to receive directly any such rights may do so by sending to the plan
agent, at least two weeks prior to the rights offering record date, a written
request that certificates in his name for such rights be sent directly to him.
Any shares distributed as a result of a dividend of shares on, or a split of
shares of, shares held by and in the name of the plan agent for the accounts of
participants under the plan will be retained by the plan agent and credited
proportionally to the accounts of all participants in the plan. Receipts for
shares issued as a result of a dividend of shares on, or a split of shares of,
shares registered in the name of a participant will be mailed directly to such
participant in the same manner as to stockholders not participating in the
plan.
11
<PAGE> 13
17. RESPONSIBILITIES OF APACHE AND THE PLAN AGENT
Neither Apache, nor the plan agent shall be liable for any act done in good
faith or for any good faith omission to act, including without limitation, any
claim of liability (a) arising out of any failure to terminate a participant's
account upon such participant's death, incapacity or dissolution prior to the
receipt by the plan agent of written notice of such death, incapacity or
dissolution, (b) with respect to the price(s) at which shares are purchased or
sold for a participant's account, (c) concerning the time(s) when such
purchase(s) or sale(s) are made, and (d) with respect to the value of shares
purchased and held under the plan for the participant's account.
18. BROKERAGE FEES, COMMISSIONS, COSTS OF ADMINISTRATION
Each participant's pro-rata share of all brokerage fees and commissions
incurred in connection with the purchase in the open market of shares under the
plan will be paid by Apache. All costs of administering the plan shall be paid
by Apache.
19. TAX RESPONSIBILITY
Each participant will be responsible for any taxes which may be payable on
dividends reinvested under the plan. Additionally, under current tax
regulations, the participant's pro-rata portion of the brokerage fees and
commissions paid by Apache to purchase shares in the open market, and certain
expenses paid to administer the plan generally, will be considered taxable
income to the participant. The proper statements for tax reporting purposes
will be provided annually to each participant.
20. RISKS OF MARKET PRICE FLUCTUATIONS
A participant's investment in shares purchased under the plan is recognized as
being no different from any investment in shares directly held. Accordingly,
neither Apache nor the plan agent can assure a profit or protect participants
against a loss on shares purchased under the plan and each participant shall
bear the risk of loss and enjoy the benefits of any gain from market price
changes with respect to shares purchased under the plan.
21. AMENDMENT, MODIFICATION, SUSPENSION, TERMINATION AND INTERPRETATION OF
THE PLAN
Apache reserves the right to amend, modify, suspend or terminate the plan or
participation therein, in whole or in part, or in regard to any or all
participants, at any time, provided such action has no retroactive effect that
would prejudice the interest of participants. All participants will be sent
written notice of any such amendment, modification, suspension or termination.
If the plan or participation therein is terminated in whole or in part by
Apache, the whole shares credited to the account of each affected participant,
and a cash payment for any fractional shares, will be distributed to such
participant. The cash payment for any fractional share shall be calculated on
the basis of current market value as determined pursuant to Section 13. In the
event of suspension of the plan by Apache, dividends payable on participating
shares after the effective date of suspension will be paid to the participants
by check or in such other manner as may be specified by Apache.
Apache and the plan agent also reserve the right to interpret the terms and
conditions of the plan.
12
<PAGE> 14
22. NOTICES
All communications with or notices required to be given to the plan agent
should be addressed to:
IF MAILED:
Norwest Bank Minnesota, N.A.
Dividend Reinvestment Department
P. O. Box 738
South St. Paul, MN 55075-0738
IF DELIVERED:
Norwest Bank Minnesota, N.A.
Stock Transfer Department
161 North Concord Exchange
2nd Floor
South St. Paul, MN 55075
Additional authorization cards may be requested and inquiries made about the
plan by writing to the mailing address shown above or by calling the plan agent
at (612) 450-4064 or 1-800-468-9716.
All communications with or notices required to be given to a participant will
be sent to the participant at the most recent address appearing on the list of
stockholders maintained by the transfer agent of Apache or at a more recent
address as furnished in writing by the participant to the plan agent in the
manner specified above.
In the event of any change in or substitution of the plan agent, a notice of
the new plan agent's address and telephone number shall be sent to all
participants and this Section 22 shall be amended accordingly.
23. GOVERNING LAW
The terms and conditions of the plan and its operation shall be governed by the
laws of the State of Texas.
24. NO TERMINATION BY OPERATION OF LAW
The delivery by a participant of a signed authorization card to the plan agent
shall constitute an irrevocable appointment of the plan agent as such
participant's agent, which appointment can be terminated by terminating such
participant's account in the manner provided in Section 14. The authority
conferred by the authorization card shall not be terminated by operation of
law, whether by the death or incapacity of the participant, the termination of
any trust, the dissolution of any corporation or the occurrence of any other
event.
25. GENDER AND NUMBER
Except when otherwise indicated by the context, the masculine gender shall also
include the feminine gender, and the definition of any term herein in the
singular shall also include the plural.
26. EFFECTIVE DATE
The effective date of the plan is as of May 1, 1994.
13
<PAGE> 15
USE OF PROCEEDS
The Company intends to use the proceeds of the sale of any newly issued
shares of Common Stock under the Plan for general corporate purposes. Since
the price of the shares of Common Stock offered under the Plan is based on
future market prices, the Company is unable to make an advance determination of
the price at which shares of Common Stock will be sold to Participants or the
proceeds of such sales.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 5,000,000 shares of
preferred stock and 215,000,000 shares of Common Stock.
COMMON STOCK
All outstanding shares of Common Stock are fully paid and
nonassessable. All holders of Common Stock have full voting rights and are
entitled to one vote for each share held of record on all matters submitted to
a vote of the stockholders. The Board of Directors of the Company is
classified into three groups of equal size, one-third elected each year.
Stockholders do not have the right to cumulate votes in the election of
directors and have no preemptive or subscription rights. Common Stock is
neither redeemable nor convertible, and there are no sinking fund provisions
relating to such stock.
Subject to preferences that may be applicable to any shares of
preferred stock outstanding at the time, holders of Common Stock are entitled
to dividends when and as declared by the Board of Directors from funds legally
available therefor and are entitled, in the event of liquidation, to share
ratably in all assets remaining after payment of liabilities.
The Company's current policy is to reserve one share of Common Stock
for each share issued in order to provide for possible exercises of rights
under the Company's existing Rights Agreement.
The Common Stock and the rights under the Company's existing Rights
Agreement are listed on the NYSE and the CSE although the Shares are not yet
admitted for trading on either exchange. An application has been made to list
the Shares on the NYSE and the CSE.
RIGHTS
On January 10, 1986, the Board of Directors declared a dividend of one
right to purchase one share of Common Stock at $50 per share (subject to
adjustment) on each outstanding share of Common Stock (the "Rights"). The
Rights are exercisable only after a person (other than the Company or its
employee benefit plans), together with all persons acting in concert with it,
has acquired 20 percent or more of Common Stock, or has commenced a tender
offer for 30 percent or more of Common Stock. If the Company engages in
certain business combinations or a 20 percent stockholder engages in certain
transactions with the Company, the Rights become exercisable for Common Stock
of the Company or common stock of the corporation acquiring the Company (as the
case may be) at 50 percent of the then market price. Any Rights that are or
were beneficially owned by a person who has acquired 20 percent or more of the
Common Stock and who engages in certain transactions or realizes the benefits
of certain transactions with the Company will become void. The Company may
redeem the Rights at a specified price at any time until ten business days
after public announcement that a person has acquired 20 percent or more of the
outstanding shares of Common Stock. The Rights will expire on January 31,
1996, unless earlier redeemed by the Company. Unless the Rights have been
previously redeemed, all shares of Common Stock issued by the Company will
include Rights, including the Common Stock offered hereby.
14
<PAGE> 16
PREFERRED STOCK
No preferred stock is outstanding. Shares of preferred stock may be
issued by the Board of Directors with such voting powers and in such classes
and series, and with such designations, preferences, and relative,
participating, optional or other special rights, qualifications, limitations or
restrictions thereof, as may be stated and expressed in the resolution or
resolutions providing for the issue of such stock adopted by the Board of
Directors. The Company has no current plans to issue any preferred stock.
CHANGE OF CONTROL
The Company's Restated Certificate of Incorporation includes provisions
designed to prevent the use of certain tactics in connection with a potential
takeover of the Company. Article Twelve of the Restated Certificate of
Incorporation generally stipulates that the affirmative vote of 80 percent of
the Company's voting shares is required to adopt any agreement for the merger
or consolidation of the Company with or into any other corporation which is the
beneficial owner of more than five percent of the Company's voting shares.
Article Twelve further provides that such an 80 percent approval is necessary
to authorize any sale or lease of assets between the Company and any beneficial
holder of five percent or more of the Company's voting shares. Article
Fourteen of the Restated Certificate of Incorporation contains a "fair price"
provision which requires that any tender offer made by a beneficial owner of
more than five percent of the outstanding voting stock of the Company in
connection with any plan of merger, consolidation or reorganization, any sale
or lease of substantially all of the Company's assets, or any issuance of
equity securities of the Company to the five percent stockholder must provide
at least as favorable terms to each holder of Common Stock other than the
stockholder making the tender offer. Article Fifteen of the Restated
Certificate of Incorporation contains an "anti-greenmail" mechanism which
prohibits the Company from acquiring any voting stock from the beneficial owner
of more than five percent of the outstanding voting stock of the Company,
except for acquisitions pursuant to a tender offer to all holders of voting
stock on the same price, terms, and conditions, acquisitions in compliance with
Rule 10b-18 of the Exchange Act, and acquisitions at a price not exceeding the
market value per share. Article Sixteen of the Restated Certificate of
Incorporation prohibits the stockholders of the Company from acting by written
consent in lieu of a meeting.
LEGAL MATTERS
Certain legal matters regarding the validity of the shares of Common
Stock offered hereby will be passed upon by the Company's Vice President and
General Counsel, Zurab S. Kobiashvili, Esq.
EXPERTS
The consolidated financial statements and schedules included in the
Company's Form 10-K incorporated by reference in this Prospectus and elsewhere
in the Registration Statement have been audited by Arthur Andersen & Co.,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in accounting and auditing in giving said
reports.
15
<PAGE> 17
===================================================
No dealer, salesman or other person has been
authorized to give any information or to make any
representations not contained in, or incorporated
by reference in, this Prospectus in connection
with the offering covered by this Prospectus. If
given or made, such information or representations
must not be relied upon as having been authorized.
This Prospectus does not constitute an offer to
sell or the solicitation of an offer to buy any
securities other than the securities described in
this Prospectus or an offer to sell or the
solicitation of an offer to buy the Common Stock
in any jurisdiction where, or to any person to
whom, it is unlawful to make such offer or
solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create an implication
that there has not been any change in the facts
set forth in this Prospectus or in the affairs of
the Company since the date hereof.
---------------
TABLE OF CONTENTS
Page
Available Information . . . . . . . . . . . . . 2
Information Incorporated by
Reference . . . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 3
Dividend Reinvestment Plan . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . 14
Description of Capital Stock . . . . . . . . . 14
Legal Matters . . . . . . . . . . . . . . . . . 15
Experts . . . . . . . . . . . . . . . . . . . . 15
===================================================
===================================================
150,000 SHARES
COMMON STOCK
($1.25 Par Value)
---------------
(Logo)
DIVIDEND REINVESTMENT
PLAN
---------------
April 13, 1994
==================================================
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fee . . . . . . . . . . . . . . $1,222
Stock exchange listing fees . . . . . . . . 2,500
Legal fees and expenses . . . . . . . . . . 3,000
Accounting fees and expenses . . . . . . . . 2,000
Miscellaneous fees and expenses . . . . . . 528
------
Total . . . . . . . . . . . . . . . . . . . $9,250
======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law, inter alia,
authorizes a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
because such person is or was a director, officer, employee or agent of the
corporation or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such suit
or proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reason to believe his
conduct was unlawful. Similar indemnity is authorized for such persons against
expenses (including attorneys' fees) actually and reasonably incurred in
defense or settlement of any such pending, completed or threatened action or
suit by or in the right of the corporation if such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only
as authorized in each specific case upon a determination by the stockholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him. The Company
maintains policies insuring its and its subsidiaries' officers and directors
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933.
Article VII of the Company's bylaws provides, in substance, that
directors, officers, employees and agents of the Company shall be indemnified
to the extent permitted by Section 145 of the Delaware General Corporation Law.
Additionally, Article Seventeen of the Company's Restated Certificate of
Incorporation eliminates in certain circumstances the monetary liability of
directors of the Company for a breach of their fiduciary duty as directors.
These provisions do not eliminate the liability of a director (i) for a breach
of the director's duty of loyalty to the corporation or its stockholders; (ii)
for acts or omissions by the director not in good faith; (iii) for acts or
omissions by a director involving intentional misconduct or a knowing violation
of the law; (iv) under Section 174 of the Delaware General Corporation Law
(relating to the declaration of dividends and purchase or redemption of shares
in violation of the Delaware General Corporation Law); and (v) for transactions
from which the director derived an improper personal benefit.
II-1
<PAGE> 19
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
4.1 Form of common stock certificate (incorporated by
reference to Apache's Registration Statement on Form
S- 3, No. 33-5097, filed on April 23, 1986).
4.2 Rights Agreement dated as of January 10, 1986
between the Company and First Trust Company, Inc.,
rights agent, relating to the declaration of Rights
to the Company's common stockholders of record on
January 24, 1986 (incorporated by reference to
Exhibit 4.9 to Apache's Annual Report on Form 10-K,
Commission File No. 1-4300, for the fiscal year
ended December 31, 1985).
*5.1 Opinion of legal counsel regarding legality of
securities being registered.
*23.1 Consent of Arthur Andersen & Co.
23.2 Consent of legal counsel included in Exhibit 5.1.
*23.3 Consent of Ryder Scott Company Petroleum Engineers.
*23.4 Consent of Intera Information Technologies Inc.
24.1 Power of Attorney included in Part II of the
Registration Statement.
99.1 Apache Corporation Dividend Reinvestment Plan
(included as a part of this registration statement).
*99.2 Dividend Reinvestment Plan authorization card.
_____________________
*Filed herewith.
II-2
<PAGE> 20
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 21
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 requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas.
APACHE CORPORATION
Date: April 13, 1994 By: /s/ Raymond
Plank Raymond Plank, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of Apache Corporation, whose signatures
appear below, hereby constitute and appoint William J. Johnson, Mark A.
Jackson and Clyde E. McKenzie, and each of them (with full power to each of
them to act alone), the true and lawful attorney-in-fact to sign and execute,
on behalf of the undersigned, any amendment(s) to this registration statement
and each of the undersigned does hereby ratify and confirm all that said
attorneys shall do or cause to be done by virtue thereof.
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.*
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - --------- ----- ----
<S> <C> <C>
/s/ Raymond Plank Chairman and Chief Executive
- - --------------------------------
Raymond Plank Officer (Principal Executive
Officer) April 13, 1994
/s/ Mark A. Jackson Vice President and Controller
- - --------------------------------
Mark A. Jackson (Principal Accounting Officer) April 13, 1994
</TABLE>
* Apache Corporation does not have a Principal Financial Officer.
<PAGE> 22
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- - --------- ----- ----
<S> <C> <C>
/s/ Frederick M. Bohen Director
- - -------------------------------
Frederick M. Bohen April 13, 1994
/s/ Virgil B. Day Director
- - ----------------------------------
Virgil B. Day April 13, 1994
/s/ Randolph M. Ferlic Director
- - --------------------------------
Randolph M. Ferlic April 13, 1994
/s/ Eugene C. Fiedorek Director
- - --------------------------------
Eugene C. Fiedorek April 13, 1994
/s/ W. Brooks Fields Director
- - ---------------------------------
W. Brooks Fields April 13, 1994
/s/ Robert V. Gisselbeck Director
- - --------------------------------
Robert V. Gisselbeck April 13, 1994
/s/ Stanley K. Hathaway Director
- - -------------------------------
Stanley K. Hathaway April 13, 1994
/s/ William J. Johnson Director
- - ---------------------------------
William J. Johnson April 13, 1994
/s/ John A. Kocur Director
- - ---------------------------------
John A. Kocur April 13, 1994
/s/ Jay A. Precourt Director
- - ----------------------------------
Jay A. Precourt April 13, 1994
/s/ Joseph A. Rice Director
- - ----------------------------------
Joseph A. Rice April 13, 1994
</TABLE>
<PAGE> 23
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
4.1 Form of common stock certificate (incorporated by reference to
Apache's Registration Statement on Form S-3, No. 33- 5097, filed
on April 23, 1986).
4.2 Rights Agreement dated as of January 10, 1986 between the Company
and First Trust Company, Inc., rights agent, relating to the
declaration of Rights to the Company's common stockholders of
record on January 24, 1986 (incorporated by reference to Exhibit
4.9 to Apache's Annual Report on Form 10-K, Commission File No.
1-4300, for the fiscal year ended December 31, 1985).
*5.1 Opinion of legal counsel regarding legality of securities being
registered.
*23.1 Consent of Arthur Andersen & Co.
23.2 Consent of legal counsel included in Exhibit 5.1.
*23.3 Consent of Ryder Scott Company Petroleum Engineers.
*23.4 Consent of Intera Information Technologies Inc.
24.1 Power of Attorney included in Part II of the Registration
Statement.
99.1 Apache Corporation Dividend Reinvestment Plan (included as a part
of this registration statement).
*99.2 Dividend Reinvestment Plan authorization card.
<PAGE> 1
EXHIBIT 5.1
- - --------------------------------------------------------------------------------
APACHE
CORPORATION
2000 POST OAK BOULEVARD/SUITE 100/HOUSTON, TEXAS 77056-4400
- - --------------------------------------------------------------------------------
ZURAB S. KOBIASHVILI (713) 296-6000
Vice President and General Counsel (713/296-6204) Fax (713) 296-6458
April 12 1994
Apache Corporation
2000 Post Oak Boulevard
Suite 100
Houston, TX 77056-4400
Gentlemen:
I am rendering this opinion in my capacity as a Vice President and the General
Counsel of Apache Corporation, a Delaware corporation (the "Company"), in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") filed on or about this date by the Company under the Securities Act
of 1933, as amended, and relating to 150,000 shares of the Company's common
stock, $1.25 par value (the "Common Stock"), to be offered under the Company's
Dividend Reinvestment Plan (the "Plan").
In connection therewith, I have examined the Registration Statement, the
corporate proceedings with respect to the offering of shares and such other
documents and instruments as I have deemed necessary or appropriate for the
expression of the opinion contained herein.
On the basis of the foregoing, and having regard for such legal considerations
I have deemed relevant, it is my opinion that the 150,000 shares of Common
Stock to be registered have been duly authorized for issuance and sale, and
when issued in accordance with the terms and conditions of the Plan, will be
legally issued, fully paid and non-assessable.
I express no opinion as the laws of any jurisdiction other than the State of
Texas and the General Corporation Law of the State of Delaware.
I consent to the inclusion of this letter as an exhibit to the Registration
Statement and to the reference in the Prospectus included as part of the
Registration Statement to my having issued the opinion expressed herein.
Very truly yours,
/s/ ZURAB S. KOBIASHVILI
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 8, 1994
included in Apache Corporation's Form 10-K for the year ended December 31, 1993
and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN & CO.
Houston, Texas
April 12, 1994
<PAGE> 1
EXHIBIT 23.3
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS FAX (713) 651-0849
1100 MILAM BUILDING SUITE 3200 HOUSTON, TEXAS 77002 TELEPHONE (713) 651-9191
CONSENT OF PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the
incorporation by reference into Apache Corporation's registration statement on
Form S-3 of the information from our reports included or incorporated by
reference in Apache's Annual Report on Form 10-K for the fiscal year ending
December 31, 1993.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
April 11, 1994
<PAGE> 1
EXHIBIT 23.4
[INTERA INFORMATION TECHNOLOGIES INC. Letterhead]
April 13, 1994
CONSENT OF PETROLEUM ENGINEERS
As independent petroleum engineers, we hereby consent to the
incorporation by reference into Apache Corporation's registration statement on
Form S-3 of the information from our reports included or incorporated by
reference in Apache's Annual Report on Form 10-K for the fiscal year ending
December 31, 1993.
Intera Petroleum Division
Omer M. Gurpinar
Vice President, Reservoir Simulation
& Software
<PAGE> 1
EXHIBIT 99.2
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT SERVICE
I authorize Apache Corporation to pay Norwest Bank Minnesota, N.A. for
my account all cash dividends payable to me on Apache common stock registered
in my name.
I hereby appoint Norwest Bank Minnesota, N.A. as my agent, subject to
the terms and conditions of authorization for automatic dividend reinvestment
service set forth in this brochure, and authorize Norwest Bank Minnesota, N.A.
as purchasing agent, to apply all such cash dividends and voluntary cash
payments received by it to the purchase of full and fractional shares of Apache
Corporation.
This authorization and appointment is given with the understanding
that I may terminate it at any time by so notifying Norwest Bank Minnesota,
N.A. in writing.
(Please check one)
( ) Reinvest the cash dividends on all Apache
Corporation shares I hold.
( ) Reinvest the cash dividends on ________________
(number) of the Apache Corporation shares I hold.
SOCIAL SECURITY NUMBER OR TAXPAYER
IDENTIFICATION NUMBER MUST BE ENTERED.
Shareholder Names (Please Print)
____________________________________________
IMPORTANT - ALL REGISTERED OWNERS MUST SIGN
____________________________________________
THIS IS NOT A PROXY Shareholder Signature
____________________________________________
Shareholder Signature
____________________________________________
Date
