<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1995
REGISTRATION NO. 33-_________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
APACHE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE NO. 41-0747868
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE POST OAK CENTRAL
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
(713) 296-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
--------------
APACHE CORPORATION RETIREMENT/401(K) SAVINGS PLAN
(FULL TITLE OF THE PLAN)
Z.S. KOBIASHVILI
VICE PRESIDENT AND GENERAL COUNSEL
APACHE CORPORATION
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
(713) 296-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered (1) Registered Share (2) Price (2) Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.25 per share, 400,000 shares $23.875 $9,550,000 $3,293
and associated Common
Stock Purchase Rights(3)
===================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), 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 October 26,
1995.
(3) Common Stock Purchase Rights are evidenced by certificates for shares
of the Common Stock and automatically trade with the Common Stock.
Value attributable to such Common Stock Purchase Rights, if any, is
reflected in the market price of the Common Stock.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:
(1) The Annual Report of Apache Corporation (the "Registrant" or
"Apache") on Form 10-K/A for the fiscal year ended December 31, 1994, the
Annual Report of the Apache Corporation Retirement/401(k) Savings Plan on Form
11-K for the fiscal year ended December 31, 1994, the Registrant's Current
Report on Form 8-K dated March 1, 1995, Amendment No. 1 on Form 8-K/A to the
Registrant's Current Report on Form 8-K dated March 1, 1995, the Registrant's
Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995,
the Registrant's Current Report on Form 8-K/A dated May 17, 1995, the
Registrant's Current Report on Form 8-K dated June 30, 1995, the Registrant's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, and
the Registrant's Current Report on Form 8-K dated August 28, 1995.
(2) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
The descriptions set forth below of the common stock, $1.25 par value per share
("Apache Common Stock"), of Apache, the preferred stock and the Rights (as
defined below) constitute brief summaries of certain provisions of Apache's
Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement
between Apache and First Trust Company, Inc., and are qualified in their
entirety by reference to the relevant provisions of such documents, all of
which are included under Item 8 as exhibits to this Registration Statement and
are incorporated herein by reference.
APACHE COMMON STOCK
All outstanding shares of Apache Common Stock are fully paid and
nonassessable, and all holders of Apache 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 stockholders. The Board of Directors of Apache is
classified into three groups of approximately 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. Apache
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 Apache 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.
Apache's current policy is to reserve one share of Apache Common Stock
for each share issued in order to provide for possible exercises of Rights
under Apache's existing Rights Agreement.
II - 1
<PAGE> 3
The currently outstanding Apache Common Stock and the Rights under
Apache's existing Rights Agreement are listed on the New York Stock Exchange
and the Chicago Stock Exchange. Norwest Bank Minnesota, National Association,
is the transfer agent and registrar for Apache Common Stock. Apache typically
mails its annual report to stockholders within 120 days after the end of its
fiscal year. Notices of stockholder meetings are mailed to record holders of
Apache Common Stock at their addresses shown on the books of the transfer agent
and registrar.
RIGHTS
On January 10, 1986, the Board of Directors declared a dividend of one
right to purchase one share of Apache Common Stock at $50 per share (subject to
adjustment) on each outstanding share of Apache Common Stock (the "Rights").
The Rights are exercisable only after a person (other than Apache or its
employee benefit plans), together with all persons acting in concert with it,
has acquired 20 percent or more of the Apache Common Stock, or has commenced a
tender offer for 30 percent or more of the Apache Common Stock. If Apache
engages in certain business combinations or a 20 percent stockholder of Apache
engages in certain transactions with Apache, the Rights become exercisable for
Apache Common Stock or the common stock of the corporation acquiring Apache (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 Apache Common Stock and who engages in certain transactions or realizes the
benefits of certain transactions with Apache will become void. Apache 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 Apache Common Stock. The Rights will expire on January
31, 1996, unless earlier redeemed by Apache. Apache is considering successor
arrangements. Unless the Rights have been previously redeemed, all shares of
Apache Common Stock will include Rights, including the Apache Common Stock
issuable under the terms of the Apache Corporation Retirement/401(k) Savings
Plan.
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 issuance of such stock adopted. Apache has no
current plans to issue any preferred stock.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II - 2
<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL"), 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 the person in
connection with such suit or proceeding if the 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, 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. Apache maintains
policies insuring the officers and directors of Apache and its subsidiaries
against certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
Article VII of Apache's Bylaws provides, in substance, that directors,
officers, employees and agents of Apache shall be indemnified to the extent
permitted by Section 145 of the DGCL. Additionally, Article Seventeen of
Apache's Restated Certificate of Incorporation eliminates in certain
circumstances the monetary liability of directors of Apache 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 DGCL (relating to the declaration of dividends and purchase or
redemption of shares in violation of the DGCL); and (v) for transactions from
which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II - 3
<PAGE> 5
ITEM 8. EXHIBITS.
The following exhibits are filed herewith unless otherwise indicated:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 3.1
to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No.
1-4300)
4.2 Bylaws of Apache Corporation (incorporated by reference to Exhibit 4.2 to Apache's Registration
Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995)
4.3 Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on May
16, 1986)
4.4 Rights Agreement dated as of January 10, 1986, between Apache and First Trust Company, Inc., rights
agent, relating to the declaration of Rights to Apache'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 for the fiscal
year ended December 31, 1985, Commission File No. 1-4300)
4.5 Apache Corporation Retirement/401(k) Savings Plan (incorporated by reference to Exhibit 10.7 to
Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No.
1-4300)
*4.6 Amendments to the Apache Corporation Retirement/401(k) Savings Plan, dated April 19, 1995
*5.1 Opinion of legal counsel regarding legality of securities being registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Coopers & Lybrand, Chartered Accountants
23.3 Consent of legal counsel (included in Exhibit 5.1)
*23.4 Consent of Ryder Scott Company Petroleum Engineers
*23.5 Consent of Netherland, Sewell & Associates, Inc.
24.1 Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement)
</TABLE>
- ----------
*Filed herewith
II - 4
<PAGE> 6
ITEM 9. 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 - 5
<PAGE> 7
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Plan 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
RETIREMENT/401(K) SAVINGS PLAN
Date: October 31, 1995 By: /s/ Roger B. Rice
------------------------------------
Roger B. Rice, Chairman
Retirement Plan Advisory Committee
Date: October 31, 1995 By: /s/ Mark A. Jackson
------------------------------------
Mark A. Jackson, Member
Retirement Plan Advisory Committee
Date: October 31, 1995 By: /s/ Z. S. Kobiashvili
------------------------------------
Z. S. Kobiashvili, Member
Retirement Plan Advisory Committee
Date: October 31, 1995 By: /s/ Clyde E. McKenzie
------------------------------------
Clyde E. McKenzie, Member
Retirement Plan Advisory Committee
<PAGE> 8
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 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: October 31, 1995 By: /s/ Raymond Plank
------------------------------------
Raymond Plank,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Apache Corporation do hereby
constitute and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and
Mark A. Jackson, and each of them, with full power of substitution, our true
and lawful attorneys-in-fact to sign and execute, on behalf of the undersigned,
any and all amendments (including post-effective amendments) to this
Registration Statement; and each of the undersigned does hereby ratify and
confirm all that said attorneys-in-fact shall do or cause to be done by virtue
hereof.
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. (Apache Corporation does not have a
Principal Financial Officer.)
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Raymond Plank Chairman and Chief Executive
- ----------------------- Officer (Principal Executive
Raymond Plank Officer) October 31, 1995
/s/ Mark A. Jackson Vice President, Finance October 31, 1995
- -----------------------
Mark A. Jackson
/s/ R. Kent Samuel Controller and Chief
- ----------------------- Accounting Officer
R. Kent Samuel (Principal Accounting
Officer) October 31, 1995
<PAGE> 9
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ Frederick M. Bohen Director
- ----------------------------
Frederick M. Bohen October 31, 1995
/s/ Virgil B. Day Director
- ----------------------------
Virgil B. Day October 31, 1995
/s/ G. Steven Farris Director
- ----------------------------
G. Steven Farris October 31, 1995
/s/ Randolph M. Ferlic Director
- ----------------------------
Randolph M. Ferlic October 31, 1995
/s/ Eugene C. Fiedorek Director
- ----------------------------
Eugene C. Fiedorek October 31, 1995
/s/ W. Brooks Fields Director
- ----------------------------
W. Brooks Fields October 31, 1995
/s/ Robert V. Gisselbeck Director
- ----------------------------
Robert V. Gisselbeck October 31, 1995
/s/ Stanley K. Hathaway Director
- ----------------------------
Stanley K. Hathaway October 31, 1995
/s/ John A. Kocur Director
- ----------------------------
John A. Kocur October 31, 1995
/s/ Joseph A. Rice Director
- ----------------------------
Joseph A. Rice October 31, 1995
<PAGE> 10
INDEX TO EXHIBITS
The following exhibits are filed herewith unless otherwise indicated:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 3.1
to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No.
1-4300)
4.2 Bylaws of Apache Corporation (incorporated by reference to Exhibit 4.2 to Apache's Registration
Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995)
4.3 Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to
Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on May
16, 1986)
4.4 Rights Agreement dated as of January 10, 1986, between Apache and First Trust Company, Inc., rights
agent, relating to the declaration of Rights to Apache'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 for the fiscal
year ended December 31, 1985, Commission File No. 1-4300)
4.5 Apache Corporation Retirement/401(k) Savings Plan (incorporated by reference to Exhibit 10.7 to
Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No.
1-4300)
*4.6 Amendments to the Apache Corporation Retirement/401(k) Savings Plan, dated April 19, 1995
*5.1 Opinion of legal counsel regarding legality of securities being registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Coopers & Lybrand, Chartered Accountants
23.3 Consent of legal counsel (included in Exhibit 5.1)
*23.4 Consent of Ryder Scott Company Petroleum Engineers
*23.5 Consent of Netherland, Sewell & Associates, Inc.
24.1 Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement)
</TABLE>
- ----------
*Filed herewith
<PAGE> 1
EXHIBIT 4.6
AMENDMENT
TO
APACHE CORPORATION RETIREMENT/401(k) SAVINGS PLAN
Apache Corporation ("Apache") maintains the Apache Corporation
Retirement/401(k) Savings Plan (the "Plan"). Pursuant to section 10.4 of the
Plan, Apache has retained the right to amend the Plan. Apache hereby exercises
that right by amending the Plan, effective as of the day this amendment is
executed, by deleting sections 1.48 and 5.9 and adding the following Appendix D:
APPENDIX D
NATURAL GAS CLEARINGHOUSE
INTRODUCTION
A number of Employees ("NGC Participants") transferred to Natural Gas
Clearinghouse ("NGC"), a Colorado general partnership, pursuant to the terms of
the Employee Benefits Agreement, effective April 1, 1990, between Apache and
NGC.
This Appendix contains special provisions that apply to the NGC
Participants. Capitalized terms in this Appendix have the same meanings as
those given them in the plan.
SERVICE
A period of Service for an NGC Participant shall include his or her
period(s) of employment after April 1, 1990, with NGC or any business that is
then treated as a single employer with NGC pursuant to Code section 414(b),
414(c), 414(m), or 414(o).
PARTICIPATION
Notwithstanding section 2.1, if an NGC Participant is rehired by
Apache or any Affiliated Entity, the NGC Participant shall be eligible to begin
to make Participant Before-Tax Contributions, and shall be eligible to
participate in the Plan with respect to the 6% Company Mandatory Contribution,
on the date he or she again becomes a Covered Employee. Notwithstanding
paragraph 3.1(b)(i), a sale of Company Stock from an NGC Participant's Accounts
before the NGG Participant is rehired shall not, by itself, cause the NGC
Participant's matching percentage to be less than 100%.
DISTRIBUTIONS
While an NGC Participant is employed by NGC or by any business then
treated as a single employer with NGC pursuant to Code section 414(b), 414(c),
414(m), or 414(o) (a "Current NGC Employee"), the Current NGC Employee shall be
treated as an Employee for purposes of Article VI and section 7.1. In
addition, notwithstanding section 7.1, a Current NGC Employee may withdraw the
entire vested portion of his or her Company Contributions Account in a single
sum at any time.
LOANS
An NGC Participant may borrow from the Plan pursuant to section 7.2
only if he or she is an Employee or is otherwise a party in interest (within
the meaning of ERISA section 3(14) with respect to the Plan.
<PAGE> 2
INVESTMENTS
An NGC Participant may elect to invest his or her Accounts in the same
manner as other Account Owners, pursuant to Article IX. An NGC Participant may
sell any shares of Company Stock in his or her Accounts, in spite of any
election the NGC Participant had previously made to irrevocable invest a
portion of his or her Accounts in Company Stock.
-- END OF APPENDIX D --
IN WITNESS WHEREOF, this Amendment has been executed the date set
forth below.
APACHE CORPORATION
/s/ Roger B. Rice
------------------------------
Roger B. Rice
Vice President, Human Resources and
Administration
Date: April 19, 1995
2
<PAGE> 3
AMENDMENT
TO
APACHE CORPORATION RETIREMENT/401(k) SAVINGS PLAN
Apache Corporation ("Apache") maintains the Apache Corporation
Retirement/401(k) Savings Plan (the "Plan"). Pursuant to section 10.4 of the
Plan, Apache has retained the right to amend the Plan. Apache hereby exercises
that right by amending the Plan, effective as of February 1, 1995, by adding
the following Appendix E:
APPENDIX E
TEXACO EXPLORATION & PRODUCTION INC.
Apache acquired certain assets from Texaco Exploration & Production
Inc. ("TEPI), as of January 1, 1995. In connection with that acquisition,
Apache hired a number of individuals employed by TEPI or related companies
("Ex-Texaco Employees"), in late February and early March of 1995 (the "Apache
Hire Date").
A Period of Service for an Ex-Texaco Employee shall include any
periods of employment, before his or her Apache Hire Date, with TEPI or any
business then treated as a single employer with TEPI pursuant to Code section
414(b), 414(c), 414(m), or 414(o).
Notwithstanding section 2.1 of the Plan, an Ex-Texaco Employee shall
be eligible to begin to make Participant Before-Tax Contributions as of the
first day of the first pay period following his or her Apache Hire Date,
provided he or she is then a Covered Employee. An Ex-Texaco Employee shall be
eligible to participate in the Plan with respect to the 6% Company Mandatory
Contribution on the date he or she becomes a Covered Employee.
-- END OF APPENDIX E --
IN WITNESS WHEREOF, this Amendment has been executed the date set
forth below.
APACHE CORPORATION
/s/ Roger B. Rice
---------------------------------
Roger B. Rice
Vice President, Human Resources and
Administration
Date: April 19, 1995
<PAGE> 1
EXHIBIT 5.1
[APACHE CORPORATION LETTERHEAD]
October 30, 1995
Apache Corporation
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
Gentlemen:
I am rendering this opinion in my capacity as Assistant General
Counsel of Apache Corporation, a Delaware corporation (the "Company"), in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") filed on or about this date by the Company under the Securities
Act of 1933, as amended, and relating to 400,000 shares of the Company's common
stock, $1.25 par value (the "Common Stock"), to be offered under the Apache
Corporation Retirement/401(k) Savings 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 400,000 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 to 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/ ERIC L. HARRY
------------------------
Eric L. Harry
Assistant General Counsel
<PAGE> 1
EXHIBIT 23.1
Consent of Arthur Andersen LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 14, 1995 on
the audited Statement of Combined Revenues and Direct Operating Expenses for
the Oil and Gas Properties of Texaco Exploration and Production Inc. Sold to
Apache Corporation, to the incorporation by reference in this registration
statement of our report dated May 17, 1995 on the audited restated consolidated
financial statements of Apache Corporation and subsidiaries included in the
Apache Corporation Annual Report on Form 10-K/A for the year ended December 31,
1994, to the incorporation by reference in this registration statement of our
report dated June 5, 1995 on the audited financial statements of the Apache
Corporation 401(k) Retirement/Savings Plan included in the Apache Corporation
401(k) Retirement/Savings Plan Annual Report on Form 11-K for the year ended
December 31, 1994, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
October 27, 1995
<PAGE> 1
EXHIBIT 23.2
[Coopers & Lybrand Letterhead]
Consent of Coopers & Lybrand
We hereby consent to the incorporation by reference in this registration
statement of our report dated February 13, 1995 on our audits of the
consolidated financial statements of DEKALB Energy Company as of December 31,
1994 and 1993 and for the years ended December 31, 1994, 1993 and 1992, and our
report dated February 13, 1995 on our audit of the associated financial
statement schedule of DEKALB Energy Company; and to all references to our Firm
included in this registration statement.
/s/ Coopers & Lybrand
Coopers & Lybrand
Chartered Accountants
Calgary, Alberta, Canada
October 27, 1995
<PAGE> 1
EXHIBIT 23.4
[Ryder Scott Company Letterhead]
Consent of Ryder Scott Company Petroleum Engineers
As independent petroleum engineers, we hereby consent to the incorporation by
reference in this registration statement of our Firm's review of the proved oil
and gas reserve quantities of Apache Corporation, DEKALB Energy Company, and of
certain properties acquired from Texaco Exploration and Production Inc., as of
January 1, 1995, and to all references to our Firm's name and review included
in this registration statement.
/s/ Ryder Scott Company
/s/ Petroleum Engineers
Ryder Scott Company
Petroleum Engineers
Houston, Texas
October 27, 1995
<PAGE> 1
EXHIBIT 23.5
[Netherland, Sewell & Associates, Inc. Letterhead]
Consent of Independent Petroleum Engineers
We hereby consent to the incorporation by reference in this registration
statement of our Firm's report on the proved oil and gas reserve quantities of
Aquila Energy Resources Corporation as of December 31, 1994, and to all
references to our Firm's name and report included in this registration
statement.
Netherland, Sewell & Associates, Inc.
By: /s/ Danny D. Simmons
Danny D. Simmons
Senior Vice President
Houston, Texas
October 27, 1995
