<PAGE> 1
- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 1995
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-4300 41-0747868
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification Number)
</TABLE>
2000 POST OAK BOULEVARD
SUITE 100
HOUSTON, TEXAS 77056-4400
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (713) 296-6000
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<PAGE> 2
The undersigned registrant, Apache Corporation ("Apache"), hereby amends
Item 7. "Financial Statements, Pro Forma Financial Information and Exhibits" of
its Current Report on Form 8-K, dated March 1, 1995, as follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
Attached hereto as Schedule A is 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 ("Texaco's Audited
Statement of Revenues and Direct Operating Expenses"), for the years ended
December 31, 1993 and 1994, and the related notes thereto, together with the
Report of Independent Public Accountants of Arthur Andersen LLP concerning the
Statement and related notes.
(b) Pro forma financial information.
Attached hereto as Schedule B are the Unaudited Pro Forma Consolidated
Condensed Statement of Operations of Apache Corporation and Subsidiaries, for
the year ended December 31, 1994, the Unaudited Pro Forma Consolidated Condensed
Balance Sheet of Apache Corporation and Subsidiaries, as of December 31, 1994,
and the related notes thereto, to show the pro forma effects of Apache's
acquisition of certain oil and gas properties from Texaco Exploration and
Production Inc. ("Texaco"). The financial statements contained in Schedule B
incorporate by reference the financial statements of Apache contained in its
Annual Report on Form 10-K for the fiscal year ended December 31, 1994.
(c) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
2.1 -- Memorandum of Understanding by and between Texaco Exploration and
Production Inc., as seller, and Registrant, as buyer, dated November
29, 1994 (incorporated by reference to Exhibit 99.1 to Registrant's
Current Report on Form 8-K, dated November 29, 1994, SEC File No.
1-4300, filed December 29, 1994).
2.2 -- Purchase and Sale Agreement by and between Texaco Exploration and
Production Inc., as seller, and Registrant, as buyer, dated December
22, 1994 (incorporated by reference to Exhibit 99.3 to Registrant's
Current Report on Form 8-K, dated November 29, 1994, SEC File No.
1-4300, filed December 29, 1994).
10.1 -- Third Amended and Restated Credit Agreement, dated March 1, 1995,
among Registrant, the lenders named therein, and The First National
Bank of Chicago, as Administrative Agent and Arranger, and Chemical
Bank, as Co-Agent and Arranger (incorporated by reference to Exhibit
10.2 to Registrant's Annual Report on Form 10-K for year ended
December 31, 1994, SEC File No. 1-4300).
10.2 -- Fiscal Agency Agreement relating to the 6% Debentures, dated as of
January 4, 1995, between Registrant and Chemical Bank, as fiscal
agent (incorporated by reference to Exhibit 99.2 to Registrant's
Current Report on Form 8-K/A, dated December 6, 1994, SEC File No.
1-4300, filed January 11, 1995.)
*23.1 -- Consent of Arthur Andersen LLP.
99.1 -- Press Release, dated November 29, 1994, "Apache to Acquire Texaco
Properties for $600 Million" (incorporated by reference to Exhibit
99.2 to Registrant's Current Report on Form 8-K, dated November 29,
1994, SEC File No. 1-4300, filed December 29, 1994).
99.2 -- Press Release, dated March 2, 1995, "Apache Closes Acquisition of
Texaco Properties" (incorporated by reference to Exhibit 99.2 to
Registrant's Current Report on Form 8-K, dated March 1, 1995, SEC
File No. 1-4300, filed March 15, 1995).
</TABLE>
- ---------------
* filed herewith
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment on Form 8-K/A to be signed on its
behalf by the undersigned thereunto duly authorized.
APACHE CORPORATION
/s/ ZURAB S. KOBIASHVILI
Zurab S. Kobiashvili
Vice President, General Counsel and
Secretary
Date: March 22, 1995
<PAGE> 4
SCHEDULE A
<PAGE> 5
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Texaco Exploration
and Production Inc.
We have audited the accompanying Statement of Combined Revenues and Direct
Operating Expenses for the Oil and Gas Properties of Texaco Exploration and
Production Inc. Sold to Apache Corporation for the years ended December 31, 1994
and 1993. This statement is the responsibility of the management of Texaco
Exploration and Production Inc. Our responsibility is to express an opinion on
this statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
The accompanying statement was prepared for the purpose of complying with
the rules and regulations of the Securities and Exchange Commission for
inclusion in Form 8-K/A and Form S-4 of Apache Corporation and is not intended
to be a complete financial presentation of the properties described above.
In our opinion, the statement referred to above presents fairly, in all
material respects, the Combined Revenues and Direct Operating Expenses for the
Oil and Gas Properties of Texaco Exploration and Production Inc. Sold to Apache
Corporation for the years ended December 31, 1994 and 1993, in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
March 14, 1995
A-1
<PAGE> 6
STATEMENT OF COMBINED REVENUES AND DIRECT OPERATING EXPENSES
FOR THE OIL AND GAS PROPERTIES OF TEXACO EXPLORATION AND PRODUCTION INC.
SOLD TO APACHE CORPORATION
(IN MILLIONS)
<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1994 1993
------------ ------------
<S> <C> <C>
Revenues........................................................... $163.3 $200.5
Direct Operating Expenses.......................................... 83.7 97.6
------ ------
Excess of Revenues Over Direct Operating Expenses.................. $ 79.6 $102.9
====== ======
</TABLE>
The accompanying notes are an integral part of this financial statement
A-2
<PAGE> 7
NOTES TO STATEMENT OF COMBINED REVENUES AND DIRECT OPERATING
EXPENSES FOR THE OIL AND GAS PROPERTIES OF TEXACO EXPLORATION AND
PRODUCTION INC. SOLD TO APACHE CORPORATION
(1) THE PROPERTIES
On March 1, 1995, Texaco Exploration and Production Inc. (Texaco) sold
certain oil and gas properties (the properties) located in 315 fields in 12
states and offshore Gulf of Mexico to Apache Corporation (Apache) for $571
million. The effective date of the transaction was January 1, 1995. The
properties are located in the Permian Basin, the Gulf Coast of Texas and
Louisiana, Western Oklahoma, East Texas, the Rocky Mountains and certain
offshore locations.
(2) BASIS FOR PRESENTATION
During the periods presented, the above properties were not accounted for
or operated as a separate division by Texaco. Certain costs, such as
depreciation, depletion and amortization; general and administrative expenses;
and corporate income taxes were not allocated to the individual properties.
Accordingly, full separate financial statements prepared in accordance with
generally accepted accounting principles do not exist and are not practicable to
obtain in these circumstances.
Revenues and direct operating expenses included in the accompanying
statement represent Texaco's net working interest in the properties and are
presented on the accrual basis of accounting. Depreciation, depletion and
amortization; allocated general and administrative expenses and corporate income
taxes have been excluded.
(3) COMMITMENTS AND CONTINGENCIES
Pursuant to the terms of the Purchase and Sale Agreement dated December 22,
1994 (the agreement), any claims, litigation or disputes pending as of the
effective date or any matters arising in connection with ownership of the
properties prior to the effective date are retained by Texaco. Notwithstanding
this indemnification, Texaco is not aware of any legal, environmental or other
commitments or contingencies that would be materially important in relation to
the Combined Revenues and Direct Operating Expenses for the properties.
(4) CAPITAL EXPENDITURES (UNAUDITED)
Direct operating expenses do not include exploration and development
expenditures related to the properties which amounted to $19.9 million and $40.0
million for the years ended December 31, 1994 and 1993, respectively.
A-3
<PAGE> 8
NOTES TO STATEMENT OF COMBINED REVENUES AND DIRECT OPERATING
EXPENSES FOR THE OIL AND GAS PROPERTIES OF TEXACO EXPLORATION
AND PRODUCTION INC. SOLD TO APACHE CORPORATION
SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)
STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
-----------------------
1994 1993
--------- ---------
<S> <C> <C>
(IN THOUSANDS)
Future:
Cash inflows...................................................... $1,526,383 $1,509,815
Production costs.................................................. (760,505) (867,906)
Development costs................................................. (221,734) (234,693)
Income tax Expense................................................ (171,269) (115,851)
---------- ---------
Net cash flows...................................................... 372,875 291,365
Discount for estimated timing of future cash flows.................. (155,824) (110,748)
---------- ---------
Total..................................................... $ 217,051 $ 180,617
========== =========
</TABLE>
CHANGES IN THE STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
----------------------
1994 1993
-------- ---------
<S> <C> <C>
(IN THOUSANDS)
Beginning of year..................................................... $180,617 $ 328,223
Sales, net of production costs........................................ (79,619) (102,867)
Net change in prices, production and development costs................ 78,917 (251,447)
Extensions, discoveries and improved recovery, less related costs..... 8,748 4,021
Development costs incurred during the period.......................... 19,925 40,004
Accretion of discount................................................. 40,722 76,943
Net change in future income taxes..................................... (32,259) 85,740
-------- ---------
End of year........................................................... $217,051 $ 180,617
======== =========
</TABLE>
RESERVE INFORMATION
<TABLE>
<CAPTION>
FOR THE YEAR ENDED
-----------------------------------------
1994 1993
------------------ ------------------
GAS OIL GAS OIL
MMCF MBBL MMCF MBBL
------- ------ ------- ------
<S> <C> <C> <C> <C>
Proved developed and undeveloped reserves
Balance, beginning of year......................... 226,139 81,402 253,407 88,049
Production......................................... (33,089) (7,291) (32,861) (8,619)
Discoveries, extensions, and improved recovery..... 16,420 1,825 5,593 1,972
------- ------ ------- ------
Balance, end of year............................... 209,470 75,936 226,139 81,402
======= ====== ======= ======
Proved developed reserves
Balance, end of year............................... 193,286 61,655 212,635 63,762
</TABLE>
A-4
<PAGE> 9
SCHEDULE B
<PAGE> 10
APACHE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
The following unaudited consolidated condensed financial statements and
related notes are presented to show the pro forma effects of the acquisition of
oil and gas properties from Texaco during the first quarter of 1995. The Texaco
acquisition will be reported using the purchase method of accounting.
The condensed statements of operations are presented to show income from
continuing operations as if the Texaco transaction occurred effective January 1,
1994. The pro forma condensed balance sheet is based on the assumption that the
transaction occurred effective December 31, 1994.
Pro forma data are based on assumptions and include adjustments as
explained in the notes to the unaudited pro forma consolidated condensed
financial statements. The pro forma data are not necessarily indicative of the
financial results that would have occurred had the transaction been effective on
and as of the dates referenced above, and should not be viewed as indicative of
operations in future periods. The unaudited pro forma consolidated condensed
financial statements should be read in conjunction with the notes thereto,
Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
which is incorporated by reference, and Texaco's Audited Statement of Revenues
and Direct Operating Expenses included herein as Schedule A.
B-1
<PAGE> 11
APACHE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
TEXACO
PRO
APACHE TEXACO FORMA PRO
HISTORICAL HISTORICAL ADJUSTMENTS FORMA
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUES
Oil and gas production revenues.................. $493,500 $163,300 $ $656,800
Gathering, processing and marketing revenues..... 44,287 44,287
Equity in income of affiliates................... 459 459
Other revenues................................... 7,375 7,375
-------- -------- -------- --------
Total revenues........................... 545,621 163,300 708,921
OPERATING EXPENSES
Depreciation, depletion and amortization......... 232,612 60,597 (a) 293,209
Impairments...................................... 7,300 7,300
Operating costs.................................. 137,820 83,700 221,520
Gathering, processing and marketing costs........ 37,866 37,866
Administrative, selling and other................ 34,870 4,000 (b) 38,870
Financing costs, net............................. 30,696 27,883 (c) 58,579
-------- -------- -------- --------
481,164 83,700 92,480 657,344
-------- -------- -------- --------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME
TAXES............................................ 64,457 79,600 (92,480) 51,577
Provision (benefit) for income taxes............. 21,620 (4,766)(d) 16,854
-------- -------- -------- --------
NET INCOME FROM CONTINUING OPERATIONS.............. $ 42,837 $ 79,600 $(87,714) $ 34,723
======== ======== ======== ========
NET INCOME FROM CONTINUING OPERATIONS PER COMMON
SHARE............................................ $ .70 $ .57
======== ========
WEIGHTED AVERAGE COMMON SHARES..................... 61,317 61,317
======== ========
</TABLE>
The accompanying notes to unaudited pro forma financial statements
are an integral part of these statements.
B-2
<PAGE> 12
APACHE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
AS OF DECEMBER 31, 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
TEXACO
APACHE PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents..................................... $ 15,063 $ $ 15,063
Receivables................................................... 101,801 101,801
Inventories................................................... 8,868 8,868
Advances to oil and gas ventures and other.................... 9,165 9,165
---------- --------- ----------
Total current assets.................................. 134,897 134,897
Net property and equipment...................................... 1,685,433 571,000 (e) 2,263,433
7,000 (f)
Other assets.................................................... 58,692 (25,000)(e) 44,892
11,200 (e)
---------- --------- ----------
TOTAL ASSETS.................................................... $1,879,022 $ 564,200 $2,443,222
========== ========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities............................................. $ 147,788 $ 7,000 (f) $ 165,988
11,200 (e)
Long-term debt.................................................. 657,486 546,000 (e) 1,203,486
Deferred income taxes........................................... 156,180 156,180
Other noncurrent liabilities.................................... 101,388 101,388
---------- --------- ----------
TOTAL LIABILITIES............................................... 1,062,842 564,200 1,627,042
SHAREHOLDERS' EQUITY:
Common stock.................................................. 78,199 78,199
Paid-in capital............................................... 543,583 543,583
Retained earnings............................................. 207,850 207,850
Treasury stock at cost........................................ (13,452) (13,452)
---------- --------- ----------
Total shareholders' equity............................ 816,180 -- 816,180
---------- --------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...................... $1,879,022 $ 564,200 $2,443,222
========== ========= ==========
</TABLE>
The accompanying notes to unaudited pro forma financial statements
are an integral part of these statements.
B-3
<PAGE> 13
APACHE CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The unaudited pro forma consolidated condensed statement of operations
relative to the Texaco acquisition is based on the audited statements of Apache
for the year ended December 31, 1994, and Texaco's Audited Statement of Revenues
and Direct Operating Expenses for the years ended December 31, 1993 and 1994,
and on the adjustments and assumptions described below.
The pro forma balance sheet is based on Apache's audited balance sheet at
December 31, 1994, and upon the adjustments and assumptions described below.
PRO FORMA ADJUSTMENTS
THE UNAUDITED PRO FORMA STATEMENT OF OPERATIONS REFLECTS THE FOLLOWING
ADJUSTMENTS:
(a) Record incremental depreciation, depletion and amortization
expense, using the future gross revenue method, resulting from the purchase
of properties from Texaco.
(b) Record increases in general and administrative expense assumed
with acquisition of Texaco properties.
(c) Record interest expense and amortization of deferred financing
costs associated with debt incurred ($571 million before adjustments) to
purchase the Texaco properties, net of capitalized interest, assuming, on a
preliminary basis, that $119 million of the purchase price is initially
classified as unevaluated property costs. Interest expense was computed
assuming a 6 percent rate on $172.5 million, reflecting the rate applicable
to the recently issued 6% Convertible Subordinated Debentures due 2002 (6%
debentures), and the interest rate applicable to bank debt of 5.8 percent
for the twelve months ended December 31, 1994.
(d) Record pro forma income tax provision (benefit) relating to the
pro forma pre-tax income (loss) of the Texaco properties, assuming an
effective federal and state tax rate of 37 percent.
THE UNAUDITED PRO FORMA BALANCE SHEET REFLECTS THE FOLLOWING ADJUSTMENTS:
(e) Reclassify advance to Texaco ($25 million) and record additional
debt incurred ($546 million) to purchase Texaco properties and the related
estimated bankers' fees and underwriting costs incurred ($11.2 million) to
amend and restate the bank credit facility and issue the 6% debentures. The
amount paid at closing is subject to additional adjustments.
(f) Record assumed liabilities and transaction costs incurred in
connection with the purchase of the Texaco properties.
B-4
<PAGE> 14
APACHE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA SUPPLEMENTAL OIL AND GAS DISCLOSURE
The following table sets forth certain unaudited pro forma information
concerning Apache's proved oil and gas reserves at December 31, 1994, giving
effect to the Texaco acquisition as if it had occurred on January 1, 1994. There
are numerous uncertainties inherent in estimating the quantities of proved
reserves and projecting future rates of production and timing of development
expenditures. The following reserve data represents estimates only and should
not be construed as being exact.
UNAUDITED PROVED OIL AND NATURAL GAS RESERVES AT DECEMBER 31, 1994
<TABLE>
<CAPTION>
NATURAL GAS
--------------------------------------
PRO
APACHE TEXACO FORMA
--------- ------- --------
(MILLION CUBIC FEET)
<S> <C> <C> <C>
Beginning of year...................................... 848,219 226,139 1,074,358
Extension, discoveries and other additions............. 190,794 16,420 207,214
Purchase of minerals in place.......................... 158,309 -- 158,309
Revisions of previous estimates........................ (20,823) -- (20,823)
Production............................................. (155,905) (33,089) (188,994)
Sale of properties..................................... (4,335) -- (4,335)
--------- ------- ---------
End of year............................................ 1,016,259 209,470 1,225,729
========= ======= =========
Proved developed reserves
Beginning of year.................................... 720,672 212,635 933,307
========= ======= =========
End of year.......................................... 910,304 193,286 1,103,590
========= ======= =========
</TABLE>
<TABLE>
<CAPTION>
OIL, CONDENSATE AND NATURAL GAS
LIQUIDS
--------------------------------------
PRO
APACHE TEXACO FORMA
--------- ------- --------
(THOUSANDS OF BARRELS)
<S> <C> <C> <C>
Beginning of year...................................... 89,723 81,402 171,125
Extension, discoveries and other additions............. 10,018 1,825 11,843
Purchase of minerals in place.......................... 9,232 -- 9,232
Revisions of previous estimates........................ 5,620 -- 5,620
Production............................................. (13,577) (7,291) (20,868)
Sale of properties..................................... (1,108) -- (1,108)
--------- ------- --------
End of year............................................ 99,908 75,936 175,844
========= ======= ========
Proved developed reserves
Beginning of year.................................... 79,401 63,762 143,163
========= ======= ========
End of year.......................................... 89,407 61,655 151,062
========= ======= ========
</TABLE>
B-5
<PAGE> 15
APACHE CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA SUPPLEMENTAL OIL AND GAS DISCLOSURE -- (CONTINUED)
The following table sets forth unaudited pro forma information concerning
the discounted future net cash flows from proved oil and gas reserves of Apache
as of December 31, 1994, net of income tax expense, and giving effect to the
Texaco acquisition as if it had occurred on January 1, 1994. Income tax expense
has been computed using assumptions relating to the future tax rates and the
permanent differences and credits under the tax laws relating to oil and gas
activities at December 31, 1994, and do not take into account subsequent changes
in tax laws. The information should be viewed only as a form of standardized
disclosure concerning possible future cash flows that would result under the
assumptions used, but should not be viewed as indicative of fair market value.
Reference is made to Apache's financial statements for the fiscal year ended
December 31, 1994, which are incorporated herein by reference, and to Texaco's
Audited Statement of Revenues and Direct Operating Expenses included herein as
Schedule A, for a discussion of the assumptions used in preparing the
information presented.
<TABLE>
<CAPTION>
PRO FORMA
APACHE TEXACO(1) ADJUSTMENTS PRO FORMA
--------- --------- ----------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Standardized measure of discounted future net cash
flows relating to proved reserves, net of income tax
expense as of December 31, 1994:
Cash inflows........................................ $ 3,564.6 $1,526.4 $ $5,091.0
Production and development costs.................... (1,363.0) (982.2) (2,345.2)
Income tax expense.................................. (404.8) (171.3) 138.5(2) (437.6)
--------- --------- ----------- ---------
Net cash flows...................................... 1,796.8 372.9 138.5 2,308.2
10% annual discount rate............................ (643.8) (155.8) (49.2)(2) (848.8)
--------- --------- ----------- ---------
Discounted future net cash flows.................... $ 1,153.0 $ 217.1 $ 89.3 1,459.4
========= ========= =========== =========
</TABLE>
<TABLE>
<CAPTION>
PRO FORMA
APACHE TEXACO ADJUSTMENTS PRO FORMA
--------- --------- ----------- ---------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Change in standardized measure of discounted future
net cash flows related to proved oil and gas
reserves for the year ended December 31, 1994:
Sales, net of production costs...................... $ (355.7) $ (79.6) $ $ (435.3)
Net change in prices and production costs........... (113.9) 78.9 (35.0)
Discoveries and improved recovery, net of related
costs............................................. 176.4 8.7 185.1
Change in future development costs.................. 26.6 19.9 46.5
Revisions in quantities............................. 12.5 -- 12.5
Purchases........................................... 163.5 -- 163.5
Accretion of discount............................... 135.8 40.7 176.5
Change in income taxes.............................. (.1) (32.3) 89.3(2) 56.9
Sales of properties................................. (6.9) (6.9)
Change in production rates and other................ (.6) (.6)
--------- --------- ----------- ---------
$ 37.6 $ 36.3 $ 89.3 $ 163.2
========= ========= =========== =========
</TABLE>
- ---------------
(1) Apache has evaluated the Texaco properties and believes, based on its
evaluation of the Texaco properties and prior experience with oil and gas
property acquisitions, that the future net cash flows from the Texaco
properties can be improved significantly through substantial reductions in
production and development costs and through enhancement of production
relative to the costs and production estimated by Texaco. No pro forma
adjustment to reflect any such cost savings or production increases has been
made.
(2) Record a pro forma adjustment to reduce income tax expense, and the related
effect on the discount amount, to reflect that portion of the purchase price
allocated to proved properties that is in excess of Texaco's estimated tax
basis in the properties.
B-6
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
2.1 -- Memorandum of Understanding by and between Texaco Exploration and
Production Inc., as seller, and Registrant, as buyer, dated November
29, 1994 (incorporated by reference to Exhibit 99.1 to Registrant's
Current Report on Form 8-K, dated November 29, 1994, SEC File No.
1-4300, filed December 29, 1994).
2.2 -- Purchase and Sale Agreement by and between Texaco Exploration and
Production Inc., as seller, and Registrant, as buyer, dated December
22, 1994 (incorporated by reference to Exhibit 99.3 to Registrant's
Current Report on Form 8-K, dated November 29, 1994, SEC File No.
1-4300, filed December 29, 1994).
10.1 -- Third Amended and Restated Credit Agreement, dated March 1, 1995,
among Registrant, the lenders named therein, and The First National
Bank of Chicago, as Administrative Agent and Arranger, and Chemical
Bank, as Co-Agent and Arranger (incorporated by reference to Exhibit
10.2 to Registrant's Annual Report on Form 10-K for year ended
December 31, 1994, SEC File No. 1-4300).
10.2 -- Fiscal Agency Agreement relating to the 6% Debentures, dated as of
January 4, 1995, between Registrant and Chemical Bank, as fiscal
agent (incorporated by reference to Exhibit 99.2 to Registrant's
Current Report on Form 8-K/A, dated December 6, 1994, SEC File No.
1-4300, filed January 11, 1995.)
*23.1 -- Consent of Arthur Andersen LLP.
99.1 -- Press Release, dated November 29, 1994, "Apache to Acquire Texaco
Properties for $600 Million" (incorporated by reference to Exhibit
99.2 to Registrant's Current Report on Form 8-K, dated November 29,
1994, SEC File No. 1-4300, filed December 29, 1994).
99.2 -- Press Release, dated March 2, 1995, "Apache Closes Acquisition of
Texaco Properties." (incorporated by reference to Exhibit 99.2 to
Registrant's Current Report on Form 8-K, dated March 1, 1995, SEC
File No. 1-4300, filed March 15, 1995).
</TABLE>
- ---------------
* filed herewith
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
of our report, dated March 14, 1995, on the Statement of Combined Revenues and
Direct Operating Expenses for the Oil and Gas Properties of Texaco Exploration
and Production Inc. Sold to Apache Corporation, included in this Form 8-K/A into
Apache Corporation's previously filed Registration Statements on Form S-3 (Nos.
33-51253 and 33-53129), Form S-4 (No. 33-57321) and Form S-8 (Nos. 33-53442,
33-37402 and 33-31407). It should be noted that we have not audited any
financial statements of the properties subsequent to December 31, 1994 or
performed any audit procedures subsequent to the date of our report.
ARTHUR ANDERSEN LLP
Houston, Texas
March 17, 1995
