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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 17, 1995
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-4300 41-0747868
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
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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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
In the fourth quarter of 1994, Apache Corporation ("Apache") entered
into the Amended and Restated Agreement and Plan of Merger (the "Merger
Agreement"), dated December 21, 1994, among Apache, XPX Acquisitions, Inc.
("XPX"), and DEKALB Energy Company ("DEKALB"), providing for the merger of XPX
into DEKALB (the "Merger") in a transaction by which DEKALB would be the
survivor and would become a wholly owned subsidiary of Apache. Apache issued a
press release, dated December 21, 1994, which is listed under Item 7 as Exhibit
99.1 and incorporated herein by reference. The Merger Agreement is listed under
Item 7 as Exhibit 2.1 is incorporated herein by reference.
On May 17, 1995, the Merger was consummated shortly after the
transaction was approved by DEKALB's stockholders. At year end 1994, DEKALB's
reported oil and gas reserves, located almost entirely in western Canada, were
estimated to be approximately 300 billion cubic feet of natural gas and 10.7
million barrels of hydrocarbon liquids. DEKALB also has approximately 150,000
net undeveloped mineral acres and has ownership interests in 14 gas processing
plants, six of which it operates. The Merger provides Apache with (i) a
substantial presence in North America's largest natural gas basin and the
infrastructure, including skilled professionals, to conduct Canadian operations,
and (ii) properties with significant potential for further development. Apache
issued a press release, dated May 17, 1995, which is listed under Item 7 as
Exhibit 99.2 and incorporated herein by reference.
Upon consummation of the Merger and pursuant to the Merger Agreement,
each share of DEKALB Class A Stock, no par value, and each share of DEKALB
Class B (nonvoting) Stock, no par value, then outstanding was converted into
the right to receive .8764 share of Apache common stock, $1.25 par value, with
any fractional shares paid in cash, without interest, based on $27.8875 per
share of Apache common stock.
Other than Apache's negotiations and discussions with representatives
of DEKALB concerning the transaction described above, there are no material
relationships between DEKALB and Apache or any of Apache's affiliates, officers
or directors, or any associate of any officer or director of Apache.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
It is impracticable to file financial statements and pro forma
financial information at this time. The Registrant will file such statements and
information as soon as practicable. It is expected that such statements and
information will be filed by amendment to this Form 8-K, on or before July 17,
1995.
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(c) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
2.1 Amended and Restated Plan of Merger among Apache, XPX
Acquisitions, Inc. and DEKALB, dated December 21,
1994 (incorporated by reference to Exhibit 2.1 to
Amendment No. 3 to Apache's Registration Statement on
Form S-4, Registration No. 33-57321, filed April 14,
1995).
23.1** Consent of Arthur Andersen LLP
23.2** Consent of Coopers & Lybrand
99.1 Press Release, dated December 21, 1994, "Apache and
DEKALB to Merge" (incorporated by reference to
Exhibit 99.2 to Registrant's Current Report on Form
8-K, dated December 21, 1994, SEC File No. 1-4300,
filed December 29, 1994).
99.2* Press Release, dated May 17, 1995, "Apache and DEKALB
Complete Merger."
</TABLE>
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*filed herewith
**to be filed by amendment
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
APACHE CORPORATION
Date: June 1, 1995 /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili
Vice President and General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
2.1 Amended and Restated Plan of Merger among Apache, XPX
Acquisitions, Inc. and DEKALB, dated December 21,
1994 (incorporated by reference to Exhibit 2.1 to
Amendment No. 3 to Apache's Registration Statement on
Form S-4, Registration No. 33-57321, filed April 14,
1995).
23.1** Consent of Arthur Andersen LLP
23.2** Consent of Coopers & Lybrand
99.1 Press Release, dated December 21, 1994, "Apache and
DEKALB to Merge" (incorporated by reference to
Exhibit 99.2 to Registrant's Current Report on Form
8-K, dated December 21, 1994, SEC File No. 1-4300,
filed December 29, 1994).
99.2* Press Release, dated May 17, 1995, "Apache and DEKALB
Complete Merger."
</TABLE>
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*filed herewith
**to be filed by amendment
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EXHIBIT 99.2
[Press Release]
[Apache Letterhead]
MAY 17, 1995
APACHE AND DEKALB COMPLETE MERGER
HOUSTON -- Apache Corporation and DEKALB Energy Company today reported that
holders of DEKALB Class A voting stock have approved the merger of Houston-based
Apache and Calgary, Alberta-based DEKALB. Shortly after receiving shareholder
approval, the merger was consummated and DEKALB became a wholly-owned subsidiary
of Apache.
Pursuant to the merger, DEKALB stockholders will receive 0.8764 shares of Apache
common stock in exchange for each share of DEKALB Class A and Class B common
stock. Fractional shares of Apache common stock will be paid in cash.
Approximately 8.2 million shares of Apache will be issued in conjunction with
the merger.
At year-end 1994, DEKALB reported proved reserves of 300 billion cubic feet of
natural gas and 10.7 million barrels of hydrocarbon liquids. Daily production
during the first quarter of 1995 averaged 61 million cubic feet of gas and 2,500
barrels of liquids.
Apache Corporation is an independent energy company engaged in the exploration
for and development and production of natural gas and crude oil. The company's
securities are traded on the New York and Chicago Stock Exchanges under the
symbol APA.
# # #
Contact: Paul Korus
713-296-6662
