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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): March 1, 1995
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-4300 41-0747868
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification Number)
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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 a
Memorandum of Understanding, dated November 29, 1994, and subsequently signed a
definitive Purchase and Sale Agreement, dated December 22, 1994, with Texaco
Exploration and Production Inc. ("Texaco") under which Apache agreed to purchase
Texaco's interest in over 300 oil and gas properties, subject to required
regulatory approvals. Apache issued a press release, dated November 29, 1994,
which is listed under Item 7 as Exhibit 99.1 and incorporated herein by
reference. The Memorandum of Understanding and the Purchase and Sale Agreement
are listed under Item 7 as Exhibits 2.1 and 2.2 and are incorporated herein by
reference.
On March 1, 1995, Apache closed the purchase of Texaco's interest in
approximately 315 oil and gas properties for an adjusted price of $571 million,
effective January 1, 1995. The transaction is subject to customary post-closing
adjustments, and included proved reserves at the effective date of approximately
113 million barrels of energy equivalent, of which approximately 70 percent is
oil. The properties acquired from Texaco are highly concentrated, with
approximately two-thirds of the reserves located in 54 fields, and are in
producing regions where Apache has existing operations -- the Permian Basin, the
Gulf Coast of Texas and Louisiana, western Oklahoma, eastern Texas, the Rocky
Mountains and the Gulf of Mexico. Apache will operate approximately two-thirds
of the production and acquired an average working interest of 70 percent in the
operated properties. The total acquisition includes approximately 500,000 net
mineral acres, as well as a substantial quantity of seismic data. Apache issued
a press release, dated March 2, 1995, which is listed under Item 7 as Exhibit
99.2 and incorporated herein by reference.
Upon execution of the Purchase and Sale Agreement in December 1994, Apache
delivered a $25 million deposit, representing a portion of the purchase price,
and delivered the balance in cash at closing. Funds for the transaction
described above were obtained from loans advanced by The First National Bank of
Chicago and Chemical Bank under Apache's bank credit facility and proceeds of
Apache's $172.5 million 6% Convertible Subordinated Debentures due 2002 ("6%
Debentures"), which were issued on January 4, 1995. On March 1, 1995, lenders
increased Apache's bank credit facility from $700 million to $1 billion, subject
to borrowing base availability. Apache's Third Amended and Restated Credit
Agreement, dated March 1, 1995, and the Fiscal Agency Agreement relating to the
6% Debentures, dated January 4, 1995, are listed under Item 7 as Exhibits 10.1
and 10.2 and are incorporated herein by reference.
Other than Apache's negotiations and discussions with representatives of
Texaco concerning the transaction described above, there are no material
relationships between Texaco 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 impractical 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 May 1,
1995.
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(c) Exhibits.
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EXHIBIT NO. DESCRIPTION
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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."
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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
/s/ ZURAB S. KOBIASHVILI
Zurab S. Kobiashvili
Vice President, General Counsel and
Secretary
Date: March 15, 1995
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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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."
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* filed herewith
** to be filed by amendment
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EXHIBIT 99.2
[Press Release]
[Apache Letterhead]
March 2, 1995
APACHE CLOSES ACQUISITION OF TEXACO PROPERTIES
HOUSTON -- Apache Corporation today announced that the company closed its
previously-announced acquisition of 315 oil and gas fields from Texaco for an
adjusted purchase price of $571 million, effective January 1, 1995. The
transaction, which closed on March 1, is subject to customary closing and
post-closing adjustments, including a reduction to take into account cash flow
from production realized in the first two months of 1995.
Net proved reserves, as adjusted and at the effective date, are estimated to be
113 million barrels energy equivalent, of which approximately 70 percent is
oil. With the acquisition, Apache's total equivalent reserves increased 40
percent over year-end 1994. Oil reserves, as a percent of total reserves,
increased from 37 percent to approximately 47 percent.
Financing for the transaction has been underwritten by The First National Bank
of Chicago and Chemical Bank.
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.
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Investor Relations: Paul Korus Media Relations: Suzanne Best
713-296-6662 713-296-6154
