<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1994
Registration No. 33-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
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 CENTRAL ZURAB 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>
--------------------
Approximate date of commencement of proposed sale to the public: As
soon as practicable 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. ( )
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 240,000 shares $23.625 $5,670,000 $1,955
value $1.25 per
share, and
Associated Rights
==================================================================================================================
</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 for The New York Stock Exchange, Inc.
Composite Transactions Reporting System on April 8, 1994.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PROSPECTUS
240,000 SHARES
APACHE CORPORATION
COMMON STOCK
($1.25 PAR VALUE)
The Ucross Foundation is offering hereby 240,000 shares ("Offered
Shares") of the common stock, par value $1.25 per share (the "Common Stock"),
of Apache Corporation ("Apache" or the "Company"). The Ucross Foundation is
also referred to herein as the "Selling Stockholder." (See "Selling
Stockholder.") The Company will not receive any proceeds from the sale of the
Offered Shares.
The sale and/or distribution of the Offered Shares by the Selling
Stockholder may be effected from time-to-time through brokers, agents, dealers
or underwriters in one or more transactions (which may involve crosses and
principal trades, including block transactions), in special offerings, exchange
distributions or secondary distributions, or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. To the extent required, the specific Offered
Shares to be sold, name of the Selling Stockholder, purchase price, public
offering price, the name of any such brokers, agents, dealers or underwriters,
and any applicable commission or discount with respect to a particular offer
will be set forth in an accompanying Prospectus Supplement. See "Plan of
Distribution." The Common Stock is traded on The New York Stock Exchange
("NYSE") and the Chicago Stock Exchange ("CSE") under the symbol "APA." On
April 11, 1994, the closing price of the Company's Common Stock as reported on
The New York Stock Exchange, Inc. Composite Transactions Reporting System was
$24.25 per share.
Upon any sale of the Common Stock offered hereby, the Selling
Stockholder and participating agents, brokers or dealers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act") and commissions or discounts or any profit realized on
the resale of such securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
No underwriter is initially being utilized in connection with this
offering. The Company will pay all expenses incurred in connection with this
offering, which are estimated to be approximately $7,450. See "Plan of
Distribution."
--------------------
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 ___, 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 Offered 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 may also be 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, 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 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).
2
<PAGE> 4
THE COMPANY
Apache is an independent energy company engaged in the exploration
for, and development, production, gathering, processing and marketing of
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 Western Australia and is currently focusing its
international 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 equivalent, of which 61 percent was 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.
THE OFFERING
The Selling Stockholder is offering hereby 240,000 shares of the
Common Stock of Apache. See "Selling Stockholder." The Company will not
receive any proceeds from the sale of the Offered Shares.
USE OF PROCEEDS
The Offered Shares are being offered solely for the account of the
Selling Stockholder. The Company will not receive any proceeds from the sale
of the Offered Shares.
PLAN OF DISTRIBUTION
The Offered Shares may be sold from time-to-time to purchasers
directly by the Selling Stockholder. Alternatively, the Selling Stockholder
may from time-to-time offer the Offered Shares through underwriters, brokers,
dealers and agents, who may receive compensation in the form of underwriting
discounts, concessions, or commissions from the Selling Stockholder and/or the
purchasers of the Offered Shares for whom they may act as agent. The Selling
Stockholder and any underwriter, dealer or agent that participate in the
distribution of the Offered Shares may be deemed underwriters under the
Securities Act, and any profit on the sale of the Offered Shares by them and
any discounts, commissions or concessions received by any such underwriters,
dealers or agents may be deemed to be underwriting discounts and commission
under the Securities Act.
At the time a particular offer of the Offered Shares is made, to the
extent required, a Prospectus Supplement will be distributed which will set
forth the number of shares of Common Stock being offered and the terms of the
offering, including the name or names of any underwriters, brokers, dealers or
agents, any discounts, commissions and other items constituting compensation
from the Selling Stockholder and any discounts, commissions or concessions
allowed or re-allowed or paid to dealers.
The Offered Shares may be sold from time-to-time in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. The Company
will pay all of the expenses incident to the offering and sale of the Offered
Shares to the public other than the fees and expenses of the Selling
Stockholder, and underwriting discounts and commissions.
3
<PAGE> 5
SELLING STOCKHOLDER
This prospectus covers 240,000 shares of Common Stock held by the
Selling Stockholder. The Selling Stockholder is a public charitable foundation
incorporated under the laws of the State of Wyoming. The Selling Stockholder
received the Offered Shares on February 11, 1994, through charitable
contributions from Apache relating to fiscal years 1993 and 1994. In
connection with the contribution, Apache and the Selling Stockholder entered
into a registration rights agreement which, among other things, obligated
Apache to register the Offered Shares under the Securities Act and to pay all
costs and expenses associated with the registration and the Selling
Stockholder's subsequent disposition of the Offered Shares, other than
underwriting discounts and commission.
Immediately prior to this offering, the Selling Stockholder owned
241,034 shares of Common Stock, and after the sale of the Offered Shares, the
Selling Stockholder anticipates owning 1,304 shares of Common Stock. Except as
otherwise set forth in this Prospectus, including documents included herein by
reference, the Selling Stockholder has not, within the last three years had any
position, office or other material relationship with the Company or any of its
predecessors or affiliates.
Apache made charitable contributions to Selling Stockholder totaling
$120,000, $90,000, and $44,750 in each of 1991, 1992 and 1993, respectively.
Additionally, the Ucross Foundation is the beneficiary of a trust which holds
and operates Apache's Ucross Ranch operations in Ucross, Wyoming, in order to
provide financial support and physical facilities for the Ucross Foundation's
educational, conservational and historical purposes. Apache provides general
administrative and corporate services for the trust without charge. Two of
Apache's executive officers, including Apache's chairman and chief executive
officer, serve as trustees of the trust. All proceeds from the trust's
operations are donated to the Ucross Foundation in furtherance of its
philanthropic purposes. The trust donated $10,000, $165,960, and $499,825 to
the Ucross Foundation in 1991, 1992 and 1993, respectively.
4
<PAGE> 6
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 shareholders. The Board of Directors of the Company is
classified into three groups of equal size, one-third elected each year.
Shareholders 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 Chicago Stock Exchange. The Offered
Shares are admitted for trading on both exchanges.
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.
5
<PAGE> 7
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 5 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 5 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 5
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 5 percent shareholder must provide at least as favorable
terms to each holder of Common Stock other than the shareholder 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 5 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 Securities
Exchange Act of 1934, 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.
6
<PAGE> 8
===================================================
No person has been authorized to give any
information or to make any representations other
than those contained in this Prospectus and, 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 any offer to sell or the
solicitation of an offer to buy such securities in
any circumstances in which such offer or
solicitation is unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication
that there has been no change in the affairs of
the Company since the date hereof, or that the
information contained herein is correct as of any
time subsequent to its date.
--------------------
TABLE OF CONTENTS
Page
----
Available Information . . . . . . . . . . 2
Information Incorporated by
Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . 3
The Offering . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . 3
Selling Stockholder . . . . . . . . . . . . 4
Description of Capital Stock . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . 6
===================================================
===================================================
240,000 SHARES
COMMON STOCK
($1.25 Par Value)
--------------------
APACHE CORPORATION
--------------------
April ___, 1994
===================================================
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Registration fee . . . . . . . . . . . . . . . . . . $1,955
Legal fees and expenses . . . . . . . . . . . . . . 3,000
Accounting fees and expenses . . . . . . . . . . . . 2,000
Miscellaneous fees and expenses . . . . . . . . . . 495
------
Total . . . . . . . . . . . . . . . . . . . . . . . $7,450
======
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 shareholders 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 shareholders; (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> 10
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
4.1 Form of common stock certificate (incorporated by
reference to Registrant's Registration Statement on
Form S-3, Registration 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 Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1985,
Commission File No. 1-4300, filed on March 31,
1986).
*4.3 Registration Rights Agreement between Registrant and
The Ucross Foundation.
*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.
_______________________
*Filed herewith
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;
II-2
<PAGE> 11
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> 12
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> 13
<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> 14
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
- ------- ----------------------
4.1 Form of common stock certificate (incorporated by reference to
Registrant's Registration Statement on Form S-3, Registration
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 Registrant's Annual Report on Form
10-K for the fiscal year ended December 31, 1985, Commission
File No. 1-4300, filed on March 31, 1986).
*4.3 Registration Rights Agreement between Registrant and The
Ucross Foundation.
*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.
___________________
*Filed herewith
<PAGE> 1
EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of February 10, 1994 (this
"Agreement") by and between APACHE CORPORATION, a Delaware corporation (the
"Company"), and THE UCROSS FOUNDATION, a tax exempt, public foundation
incorporated under the laws of the State of Wyoming (the "Stockholder").
RECITALS
WHEREAS, the Company has made a charitable contribution to Stockholder
of 240,000 shares of the Company common stock, $1.25 par value (the "Shares");
and
WHEREAS, in furtherance of the charitable purpose of the contribution,
Apache desires to give Stockholder the right to register the Shares for sale
under the Securities Act of 1933 in order to facilitate the Stockholder's
subsequent disposition of the Shares.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements, and subject to the terms and conditions herein
contained, the parties hereto hereby agree as follows:
AGREEMENT
1. Registration Right.
(a) Request for Registration. At any time after February 10,
1994, the Stockholder may request two registrations under the Securities Act of
all or part of its Registrable Securities on Form S-1 or any similar long-form
registration, or on Form S-2 or S-3 or any successor, similar short-form
registration ("Short-Form Registration"), if available. Any registration
requested pursuant to this paragraph 1(a) is referred to herein as a
"Registration." Any request for a Registration must include at least 100,000
shares of the Registrable Securities (as defined in Section 5, and which amount
shall be appropriately adjusted for stock splits and other changes in
capitalization affecting the Registrable Securities), unless with respect to
the second request for a Registration the Stockholder holds less than 100,000
shares, in which case the Registration shall cover all of the remaining
Registrable Securities. The Registrations shall be on Short Form Registrations
if the Company is permitted to use an applicable Short-Form Registration at the
time the request for registration is made.
(b) Priority on Registration. The Company will not include
in any Registration any securities which are not Registrable Securities without
the written consent of the Stockholder, which consent shall not be unreasonable
withheld.
<PAGE> 2
(c) Restrictions on Registration.
(i) The Stockholder agrees that the Company shall
not be required to effect any registration statement during any period of time
when, but only so long as, the Company is in possession of material non-public
information which, in the exercise of its reasonable judgment, the Company
deems advisable not to disclose in a registration statement, which material
information may relate, including without limitation, to a financing project or
a pending acquisition, merger or other material corporate reorganization. The
Company shall advise the Stockholder in writing as soon as any such delay is no
longer applicable and in no event will any such delay be exercised by the
Company more than two times in any twelve-month period and, provided, further,
that one such delay during a twelve-month period shall not exceed thirty days
and the second delay during the same twelve-month period shall not exceed
ninety days in duration. Such two delays may be exercised in any order during
a twelve month period provided that the Company promptly informs the
Stockholder of the applicable length of the delay. If there occurs any such
delay, the Stockholder shall be entitled to withdraw its Registration and such
Registration shall not count as a Registration.
(ii) Except as provided below in this Section
1(c)(ii), a registration will not count as a Registration until it has become
effective with the Securities and Exchange Commission ("SEC"). A registration
shall also not count as a Registration if the Company takes any action in
violation of this Agreement and as a result thereof a registration statement is
no longer effective for the period of time required hereby or if less, the time
required to sell such Registrable Securities included in such registration
statement; provided that any registration that is withdrawn or terminated at
the request of the Stockholder will count as a Registration.
(iii) If the Stockholder makes a request for a
Registration and thereafter withdraws or revokes such request prior to the
registration statement being declared effective, at the option of the
Stockholder, either the withdrawn or revoked request shall count as one
Registration or the Stockholder shall pay all of the Registration Expenses (as
defined in Section 3, which exclude, without limitation any and all internal
expenses of the Company) incurred by the Company to the date of the withdrawal
or revocation. Notwithstanding the foregoing, if the Company exercises any
delay provided for in Section 1(c)(i) or takes any action in violation of this
Agreement or fails to take any action contemplated by this Agreement, which
affects the Stockholder's request for Registration or the Registration, and as
a result thereof the Stockholder withdraws or revokes its request for
Registration, then such request shall not count as a Registration and the
Stockholder shall not be obligated to pay any Registration Expenses in
connection with such request for a Registration.
(d) Expenses of Registration. Except as otherwise provided
in this Agreement, the Company shall be responsible for the payment of all
Registration Expenses (as defined in Section 3) incurred in connection with the
Registrations.
2. Registration Procedures. Whenever the Stockholder has duly
requested that any Registrable Securities be registered pursuant to this
Agreement, the Company will use its reasonable best efforts to effect the
registration of such Registrable Securities in accordance with the intended
method of disposition thereof and pursuant thereto the Company will:
2
<PAGE> 3
(a) within thirty days of receipt of such request for a
Registration, prepare and file with the SEC a registration statement with
respect to such Registrable Securities (and such additional Company Securities,
as applicable) and use its reasonable best efforts to cause such registration
statement to become effective, provided that before filing a registration
statement or prospectus or any amendments or supplements thereto, the Company
will furnish to the counsel selected by the Stockholder copies of all such
documents proposed to be filed, which documents will be subject to the review
of such counsel;
(b) promptly prepare and file with the SEC such amendments
and supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration statement
effective for a period of not less than twenty days, or for each Registration
up to and including ninety days (or until such earlier time as all Registrable
Securities registered pursuant thereto have been sold), and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statements during such period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such registration statements;
(c) promptly deregister, if requested by the Stockholder, any
Registrable Securities which are not sold pursuant to a Registration after the
registration statement therefore is no longer effective;
(d) promptly furnish to the Stockholder such number of copies
of such registration statement, each amendment and supplement thereto, and the
prospectus included in such registration statement (including each preliminary
prospectus) in order to facilitate the disposition of the Registrable
Securities owned by the Stockholder;
(e) use its reasonable best efforts to register or qualify
such Registrable Securities under such other securities or blue sky laws of
such jurisdictions as the Stockholder reasonably requests and to take such
other actions as the Stockholder may reasonably request to enable the
Stockholder to consummate the disposition in such jurisdictions of the
Registrable Securities, provided that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph, (ii) subject itself
to taxation in any such jurisdiction or (iii) consent to general service of
process in any such jurisdiction;
(f) promptly notify the Stockholder at any time when a
prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event of which the Company is aware as a result of
which the prospectus included in such registration statement contains an untrue
statement of a material fact or omits any fact necessary to make the statements
therein not misleading and, at the request of the Stockholder, the Company will
promptly prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not, to the best knowledge of the Company, contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;
(g) provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration
statement and ensure that the Company's CUSIP
3
<PAGE> 4
may be used for the Registrable Shares;
(h) use reasonable best efforts to ensure that all such
Registrable Securities are listed on each securities exchange on which similar
securities issued by the Company are then listed no later than the effective
date of such registration statement;
(i) file the reports required by the Exchange Act for
companies registered under such act and not deregister the Company Securities
under the Exchange Act so long as any Registrable Shares remain unsold;
(j) keep the Stockholder advised as to the initiation and
progress of any Registration;
(k) promptly deliver to the Stockholder in accordance with
Section 6(f), copies of all public announcements made by the Company regarding
dispositions, acquisitions or other material transactions involving the
Company.
3. Registration Expenses.
(a) All expenses incident to the Company's performance of or
compliance with this Agreement, including without limitation, all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, listing fees, printing expenses, messenger and delivery expenses, and
fees and disbursements of counsel for the Company and all independent certified
public accountants and other Persons (other than underwriters, brokers or
dealers) retained by the Company (all such expenses being herein referred to as
"Registration Expenses"), will be borne as provided in this Agreement, except
that each of the Company and the Stockholder will, in any event, pay its own
internal expenses, including, without limitation, (i) all salaries and expenses
of officers and employees performing legal, accounting or other duties, and the
fees and expenses of outside counsel, accountants and other experts, (ii) with
respect to the Company, the expense of any regular annual audit or quarterly
review, (iii) with respect to the Stockholder, the expenses, fees, discounts
and commissions charged by underwriters, brokers and dealers, and (iv) the
expense of any liability insurance.
(b) To the extent Registration Expenses are not required to
be paid by the Company, each holder of securities included in any registration
hereunder will pay those Registration Expenses allocable to the registration of
such holder's securities so included, and any Registration Expenses not so
allocable will be borne by all sellers of securities included in such
registration in proportion to the aggregate selling price of the securities to
be so registered.
4. Indemnification.
(a) The Company agrees to indemnify, to the extent permitted
by law, the Stockholder, its officers and directors and each Person who
controls such Stockholder (within the meaning of the Securities Act) against
all losses, claims, damages, liabilities and expenses caused by any untrue or
alleged untrue statement of material fact contained in any registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein
misleading, except insofar as the same are (i) caused by any
4
<PAGE> 5
information contained in any affidavit or other document furnished to the
Company by the Stockholder expressly for use therein or (ii) caused by the
Stockholder's failure to deliver a copy of the registration statement for
prospectus or any amendments or supplements thereto after the Company has
furnished the Stockholder with a sufficient number of copies of the same,
provided, that the Company delivers such copies to the Stockholder (or other
party to which the Stockholder instructs the Company to make delivery) under
SEC and state securities regulations.
(b) In connection with any registration statement in which
the Stockholder is participating, the Stockholder will furnish to the Company
in writing such information and affidavits as the Company reasonably requests
for use in connection with any such registration statement or prospectus and,
to the extent permitted by law, will indemnify the Company, its directors and
officers and each Person who controls the Company (within the meaning of the
Securities Act) against any losses, claims, damages, liabilities and expenses
caused by (i) any untrue or alleged untrue statement of material fact contained
in the registration statement, prospectus or preliminary prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of
a material fact required to be stated therein or necessary to make the
statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any affidavit or other document so
furnished in writing by the Stockholder expressly for use therein and (ii) any
failure by the Stockholder to comply with the legal requirements described in
Section 4a(ii).
(c) Any Person entitled to indemnification hereunder will (i)
give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification and (ii) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel selected by
the indemnifying party and reasonable satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party will not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent will not be unreasonably withheld). An indemnifying party
who is not entitled to, or elects not to, assume the defense of a claim will
not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim. An indemnifying party who
assumes the defense of a claim shall not be obligated to pay the fees and
expenses of any separate counsel retained by any indemnified party.
5. Definitions.
(a) The terms "Company Securities" means any securities of
the Company of class registered under the Exchange Act or hereafter registered.
(b) The term "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(c) The term "Person" means an individual, a partnership, a
joint venture, a corporation, a trust, an unincorporated organization or a
government or any department or
5
<PAGE> 6
agency thereof.
(d) The term "Registerable Securities" means (i) the Shares
and (ii) any securities issued with respect to the Shares referred to in clause
(i), by way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Registrable Securities, such securities
will cease to be Registrable Securities when they are effectively registered
under the Securities Act and disposed of in accordance with the registration
statement covering them or are transferred under Rule 144 (or any similar
provision then in force); provided, however, that Registrable Securities which
are transferable pursuant to Rule 144 (or any similar provision then in force)
shall not cease to be Registrable Securities until such shares have been sold
in compliance with Rule 144 (or any similar provision then in force).
(e) The terms "Securities Act" means the Securities Act of
1933, as amended.
6. Miscellaneous.
(a) Remedies. Any Person having rights under any provision
of this Agreement will be entitled to enforce such rights specifically, to
recover damages caused by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.
(b) Amendments and Waivers. This Agreement may not be
modified, amended, altered or supplemented, except upon execution and delivery
of a written agreement or amendment executed by the parties hereto.
(c) Assignment/Successors and Assigns. The Company and the
Stockholder agree and acknowledge that the Stockholder may transfer all or a
portion of the Registrable Securities to other parties prior to having such
shares registered with the SEC pursuant to this Agreement. Neither this
Agreement, nor the rights, covenants and agreements contained herein shall be
assignable by the Stockholder without the prior written consent of the Company.
The provisions of this Agreement shall be binding upon, and inure to the
benefit of, the respective successors and permitted assigns of the parties
hereto.
(d) Term. The registration rights granted herein shall
terminate on the first to occur of the fifth anniversary of the date hereof or
at such time as the Stockholder is permitted to resell all of the Registrable
Securities under Rule 144(k) (or any similar provision then in force).
(e) Rule 144. The Company shall take all such actions as the
Stockholder may reasonably request, all to the extent require from time to time
to enable the Stockholder to sell the Registrable Shares without registration
under the Securities Act within the limitation of the exemptions provided by
Rule 144 (or any similar provisions hereafter in force). Upon the request of
the Stockholder, the Company will deliver to the Stockholder a written
statement that the Stockholder has filed the required reports under the
Exchange Act with the SEC, and upon reasonable written notice to the Company,
the Company will provide to the Stockholder in timely fashion opinions of
counsel which may be required in connection with any sale by the Stockholder
pursuant to Rule 144 (or any similar provision then in force). The Stockholder
agrees to provide, upon request from the Company, opinions of counsel
reasonably satisfactory
6
<PAGE> 7
to the Company with respect to the requirements of Rule 144 (or any similar
provision then in force).
(f) Notices. All notices and other communications hereunder
shall be in writing and shall be deemed effective and given only upon receipt,
when delivered personally, by facsimile transmission or by overnight courier,
telexed or mailed by registered or certified mail (return receipt requested),
postage prepaid, to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice; provided that notices
of a change of address shall be effective only upon receipt thereof):
(i) To the Stockholder:
By Mail By Hand Delivery
------- ----------------
Ucross Foundation Ucross Foundation
3045 U.S. Hwy. 14-16 East, Box 19 3045 U.S. Hwy. 14-16 East, Box 19
Ucross, WY 82835 Ucross, WY 82835
(ii) To the Company:
By Mail By Hand Delivery
------- ----------------
Apache Corporation Apache Corporation
2000 Post Oak Blvd., Suite 100 2000 Post Oak Blvd., Suite 100
Houston, TX 77056-4400 Houston, TX 77056-4400
(h) Governing Law. THIS AGREEMENT WILL BE CONSTRUED AND
GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CHOICE OF LAW
PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER
JURISDICTION.
(i) Confidentiality. The Stockholder shall treat as
confidential and shall not use confidential information of the Company acquired
from the Company pursuant to this Agreement except in accordance with the terms
and provisions of this Agreement and the Stockholder's rights and obligations
hereunder, and will not disclose the same or any part thereof to any third
party without the prior written approval of the Company; provided, however,
that nothing contained herein shall in any way restrict or impair the
Stockholder's right to use, disclose, or otherwise deal with any information of
the Company which:
7
<PAGE> 8
(i) at the time of the disclosure is generally
available to the public or thereafter becomes generally available to the public
by publication or otherwise through no act of the Stockholder;
(ii) was in the Stockholder's possession prior to
the time of disclosure hereunder and was not acquired directly or indirectly
from the Company;
(iii) is independently made available to the
Stockholder as a matter of right by a third party; or
(iv) was developed independent of the confidential
information abstained from the Company.
IN WITNESS WHEREOF, the Company and the Stockholder have executed
this Agreement on the date first written above.
APACHE CORPORATION,
a Delaware corporation
By: /s/ RAYMOND PLANK
THE UCROSS FOUNDATION, a tax exempt,
public foundation incorporated under
the laws of the State of Wyoming
By: /s/ JAMES R. BAUMAN
8
<PAGE> 1
EXHIBIT 5.1
________________________________________________________________________________
APACHE
CORPORATION
2000 POST OAK BOULEVAR/SUITE 100/HOUSTON, TEXAS 77056-440
________________________________________________________________________________
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, Texas 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 240,000 shares of the Company's common
stock, $1.25 par value (the "Common Stock"), to be offered by The Ucross
Foundation.
In connection therewith, I have reviewed and am familiar with the various
proceedings taken by the Company to authorize the contribution of a total of
240,000 shares of Common Stock to The Ucross Foundation, from shares of Common
Stock previously issued and subsequently repurchased by the Company and held in
treasury. I have also examined the Registration Statement registering the
shares of Common Stock proposed to be offered by The Ucross Foundation and such
other documents and instruments as appropriate for the expression of the
opinion contained herein. I have made no investigation into the proceedings
taken by The Ucross Foundation, the selling stockholder, in connection with its
authorization of the resale of the shares to be registered and, therefore,
limit the scope of my opinion to the effect of corporate actions taken by the
Company.
On the basis of the foregoing and having regard for such legal and other
considerations I have deemed relevant, it is my opinion that the shares of
Common Stock to be registered pursuant to the Registration Statement are
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
<TABLE>
<S> <C> <C> <C>
1100 MILAM BUILDING SUITE 3200 HOUSTON, TEXAS 77002 TELEPHONE (713) 651-9191
</TABLE>
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
