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FILED PURSUANT TO RULE 424(b)(2)
REGISTRATION STATEMENT NO. 33-61669
PROSPECTUS
2,000,000 SHARES
APACHE CORPORATION
COMMON STOCK
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This Prospectus relates to 2,000,000 shares (the "Shares") of common stock,
par value $1.25 per share ("Common Stock"), of Apache Corporation, a Delaware
corporation (the "Company" or "Apache"), accompanied by Common Stock Purchase
Rights, which may be offered and issued by the Company from time to time in
connection with acquisitions of interests in oil and gas properties and related
pipelines, equipment, contracts or other assets, or in partnerships,
corporations or other entities that hold such interests or assets ("Oil and Gas
Interests"). See "Apache Acquisition Program."
This Prospectus is not available for use in connection with reoffers or
resales of Shares by persons who may be deemed "affiliates" of either the
Company or the entities from which Oil and Gas Interests will be acquired within
the meaning of the Securities Act of 1933, as amended ("Securities Act"), and
the rules thereunder. Such affiliates may resell such Shares pursuant to Rule
145(d) under the Securities Act or as otherwise provided under the Securities
Act. See "Rule 145(d) Resales."
The Common Stock of the Company is listed for trading on The New York Stock
Exchange, Inc. ("NYSE") and the Chicago Stock Exchange ("CSE"). On September 5,
1995, the per share closing price of the Common Stock on the NYSE Composite
Transactions Reporting System was $29 7/8.
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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.
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THE DATE OF THIS PROSPECTUS IS SEPTEMBER 8, 1995.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO PURCHASE, ANY SECURITIES IN ANY JURISDICTION IN WHICH, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION OF AN OFFER.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY DISTRIBUTION OF THE SECURITIES
OFFERED HEREBY SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION SET FORTH OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS INCORPORATES BY REFERENCE CERTAIN DOCUMENTS WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THE COMPANY UNDERTAKES TO PROVIDE COPIES
OF SUCH DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS
ARE SPECIFICALLY INCORPORATED BY REFERENCE), WITHOUT CHARGE, TO ANY PERSON TO
WHOM THIS PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO Z.S.
KOBIASHVILI, VICE PRESIDENT AND GENERAL COUNSEL, APACHE CORPORATION, ONE POST
OAK CENTRAL, 2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(TELEPHONE (713) 296-6000). IN ORDER TO ENSURE TIMELY DELIVERY OF DOCUMENTS,
REQUESTS SHOULD BE RECEIVED BY THE COMPANY AT LEAST FIVE BUSINESS DAYS PRIOR TO
THE DATE ON WHICH THE FINAL INVESTMENT DECISION MUST BE MADE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the Commission's Regional Offices at Seven World Trade
Center, 13th Floor, New York, New York 10048 and CitiCorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can
be obtained by mail from the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
reports, proxy statements and other information may be inspected at the offices
of the NYSE, 20 Broad Street, New York, New York 10005, and also at the offices
of the CSE, One Financial Place, 440 S. LaSalle Street, Chicago, Illinois
60605-1070.
The Company has filed with the Commission a Registration Statement on Form
S-4 (together with all amendments, supplements and exhibits thereto, the
"Registration Statement") under the Securities Act with respect to the Common
Stock to be issued pursuant to this Prospectus. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which were omitted in accordance with the rules and regulations of the
Commission. For further information, reference is hereby made to the
Registration Statement. 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 being qualified in its entirety by such reference.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated herein by reference:
1. Annual Report on Form 10-K/A for the fiscal year ended December 31,
1994, filed August 2, 1995.
2. Quarterly Report on Form 10-Q/A for the quarter ended March 31, 1995,
filed August 4, 1995.
3. Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, filed
August 14, 1995.
4. Current Report on Form 8-K dated March 1, 1995, as amended by Amendment
No. 1 on Form 8-K/A, filed March 22, 1995.
5. Current Report on Form 8-K/A dated May 17, 1995, filed July 17, 1995.
6. Current Report on Form 8-K dated June 30, 1995, filed July 24, 1995.
7. Current Report on Form 8-K dated August 28, 1995, filed September 7,
1995.
8. Registration Statement on Form 8-A, dated January 21, 1986, for the
Common Stock purchase rights issued under the Company's Rights Agreement
dated January 10, 1986.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein 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
document, which also is or is deemed to be incorporated by reference herein,
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.
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THE COMPANY
Apache Corporation, a Delaware corporation formed in 1954, is an
independent energy company that explores for, develops, produces, gathers,
processes and markets crude oil and natural gas. In North America, the Company's
exploration and production interests are spread over 15 states and two Canadian
provinces, focusing on the Gulf of Mexico, the Anadarko Basin, the Permian
Basin, the Gulf Coast, the Rocky Mountains and the Western Sedimentary Basin of
Canada. Outside of North America, the Company has exploration and production
interests offshore Western Australia and exploration interests in Egypt and
Indonesia and offshore China and the Ivory Coast. The Common Stock has been
listed on the NYSE since 1969 and on the CSE since 1960.
The Company holds interests in many of its U.S., Canadian and international
properties through operating subsidiaries, such as MW Petroleum Corporation, DEK
Energy Company (formerly known as DEKALB Energy Company), Apache Energy
Resources Corporation (formerly known as Hadson Energy Resources Corporation),
Apache Energy Limited (formerly known as Hadson Energy Limited), Apache
International, Inc. and Apache Overseas, Inc. The Company treats all operations
as one segment of business.
USE OF PROCEEDS
This Prospectus relates to Common Stock (accompanied by Common Stock
Purchase Rights) which may be offered and issued by the Company from time to
time in connection with acquisitions of Oil and Gas Interests. Other than the
Oil and Gas Interests acquired, there will be no proceeds to the Company from
these offerings.
APACHE ACQUISITION PROGRAM
As a part of its growth strategy, the Company pursues an aggressive and
selective acquisition program targeting properties that have ascertainable
additional reserve potential and are compatible with its existing operations.
The terms of acquisitions will be determined by negotiations between the
Company's representatives and the owners or controlling persons of the Oil and
Gas Interests to be acquired. Factors to be taken into account in acquisitions
may include, among other relevant factors, the estimated quantities and costs of
development and production of the oil and gas reserves represented by the Oil
and Gas Interests, the location, historical and projected rate of hydrocarbon
production and potential for future exploration, development, workover and
recompletion of the properties to which the Oil and Gas Interests relate, such
properties' operating costs and infrastructure, the availability and cost of
transportation to markets, the prospects generally for hydrocarbon prices, and
the market value of the Common Stock where pertinent. It is anticipated that the
Shares issued in any such acquisition will be valued at a price reasonably
related to the current market value of the Common Stock, either at the time the
terms of the acquisition are tentatively agreed upon, at or about the time of
closing, or during the period or periods prior to delivery of the Shares.
The consideration for acquisitions will consist of Common Stock, cash,
notes or other evidences of indebtedness, guarantees, assumption of liabilities
and obligations, or a combination thereof, as determined from time to time by
negotiations between the Company and the owners or controlling persons of the
Oil and Gas Interests to be acquired. In addition, the Company may enter into
other agreements with the former owners or key executive personnel involved with
the Oil and Gas Interests acquired, including without limitation, management,
consulting and noncompetition agreements.
COMPARISON OF CERTAIN OIL AND GAS INTERESTS
AND COMMON STOCK
There are a number of significant differences between ownership of Common
Stock and ownership of Oil and Gas Interests. The following provides a brief
comparison of principal differences between Common Stock and the rights
generally associated with certain types of Oil and Gas Interests known as
royalty interests and
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working interests. Since the rights associated with each type of Oil and Gas
Interest will be governed entirely by the documents executed in connection with
the creation of such interests and applicable state and federal law, this
comparison is necessarily general in nature and should be read in conjunction
with a review of the applicable governing documents and relevant law.
The Shares of Common Stock will be fully paid and nonassessable. Royalty
interest owners do not generally bear any expenses of production, but working
interest owners generally are subject to assessments for all costs of
exploration, development and production.
The Shares of Common Stock will be listed on the NYSE and CSE and, subject
to applicable securities laws, will be freely transferable. The transferability
of royalty interests and working interests is generally restricted by the
unavailability of a market therefor.
The holders of Common Stock are entitled to dividends only if declared by
the Company's Board of Directors from funds legally available therefor and are
entitled, in the event of liquidation, to share ratably in all assets of the
Company remaining after payment of liabilities. Holders of royalty and working
interests are entitled to a share of oil and gas production or revenues from the
properties covered by their interests.
The Company is a taxable entity and pays federal income taxes on its income
computed at the corporate level. For federal income tax purposes, any dividends
or other distributions to holders of Common Stock will constitute ordinary
income to them, and a sale of shares of Common Stock for cash will normally
result in a capital gain or loss. Royalty interest and working interest owners
generally pay federal income taxes directly based on their share of revenues
attributable to production less any available deductions.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 5,000,000 shares of
preferred stock, none of which were outstanding as of July 31, 1995, and
215,000,000 shares of Common Stock, of which 69,918,305 were outstanding as of
July 31, 1995.
The descriptions set forth below of the Common Stock and preferred stock
constitute brief summaries of certain provisions of the Company's Restated
Certificate of Incorporation and Bylaws and are qualified in their entirety by
reference to the relevant provisions of such documents, both of which are filed
or listed as exhibits to the Registration Statement of which this Prospectus is
a part and are incorporated herein by reference.
COMMON STOCK
All outstanding shares of Common Stock are fully paid and nonassessable,
and 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
stockholders. The Board of Directors of the Company 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. The 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 of the Company 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 the possible exercise of the Common
Stock Purchase Rights ("Rights") under the Company's existing Rights Agreement.
The currently outstanding Common Stock and the Rights are listed on the
NYSE and the CSE. Norwest Bank Minnesota, National Association is the transfer
agent and registrar for the Common Stock.
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The Company 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 Common Stock at their addresses shown on the books
of the transfer agent and registrar.
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. 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% 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% of the Company's voting shares. Article Twelve
further provides that such an 80% approval is necessary to authorize any sale or
lease of assets between the Company and any beneficial holder of 5% 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% 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% stockholder must
provide at least as favorable terms to each holder of Common Stock other than
the stockholder 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% 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 Exchange Act 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.
RULE 145(D) RESALES
Persons receiving Common Stock pursuant to this Prospectus will generally
be deemed an "affiliate" for purposes of Rule 145(d) under the Securities Act.
Rule 145(d) provides that such affiliates may resell their Common Stock in the
manner specified therein and, by so doing, avoid being deemed to be engaged in a
distribution or to be an underwriter of such Common Stock.
Resales of Common Stock may be made in compliance with Rule 145(d)
provided, among other things, that (i) Apache continues to comply with its
obligations to make filings under the Exchange Act, (ii) sales of Common Stock
by the affiliate during the preceding three months are limited to the greater of
(A) one percent of the outstanding Common Stock, or (B) the average weekly
trading volume of the Common Stock, and (iii) all sales are made through
"brokers' transactions," which generally exclude any underwriting or other form
of solicitation.
LEGAL MATTERS
The validity of the issuance of the Common Stock offered hereby will be
passed upon for the Company by Mayor, Day, Caldwell & Keeton, L.L.P., Houston,
Texas.
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EXPERTS
The audited consolidated financial statements of the Company and 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, each incorporated by reference into this Prospectus, have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto. In its report on the consolidated financial
statements of the Company, that firm states that with respect to DEKALB Energy
Company ("DEKALB") its opinion is based on the report of other independent
public accountants, namely Coopers & Lybrand. The financial statements referred
to above have been incorporated by reference or included herein in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
reports.
The audited consolidated financial statements of DEKALB incorporated by
reference in this registration statement have been audited by Coopers & Lybrand,
Chartered Accountants, as indicated in their report with respect thereto, and
are incorporated herein in reliance upon the authority of said firm as experts
in accounting and auditing in giving said reports.
The information incorporated by reference herein regarding the total proved
reserves of the Company was prepared by the Company and reviewed by Ryder Scott
Company Petroleum Engineers ("Ryder Scott") as stated in their letter report
with respect thereto. The information incorporated by reference herein regarding
the total proved reserves of DEKALB was prepared by DEKALB and reviewed by Ryder
Scott as stated in their letter report with respect thereto.
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