<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
DEKALB ENERGY COMPANY
(Name of Issuer)
Class A Stock, no par value
(Title of Class of Securities)
244874202
(CUSIP Number)
Z. S. Kobiashvili
Vice President and General Counsel
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
(713) 296-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 17, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Schedule 13D. Page 1 of 5 Pages
<PAGE> 2
CUSIP No. 244874202 Page 2 of 5 Pages
13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Apache Corporation, ID# 41-0747868
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00 (Apache Common Stock)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,249,730
----------------------------------------
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,249,730
----------------------------------------
PERSON
10 SHARED DISPOSITIVE POWER
WITH
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,730
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Schedule 13D relates to the Class A Stock, no
par value ("Class A Stock"), of DEKALB Energy Company, a Delaware corporation
("DEKALB"), which has its principal offices at 700 9th Avenue, S.W., 10th Floor,
Calgary, Alberta, Canada T2P 3V4.
ITEM 2. IDENTITY AND BACKGROUND
NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING:
This Amendment No. 1 to Schedule 13D is being filed by Apache
Corporation, a Delaware corporation ("Apache").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING:
On May 17, 1995, XPX Acquisitions, Inc. ("XPX"), a wholly owned
subsidiary of Apache, was merged into DEKALB (the "Merger") pursuant to the
Amended and Restated Agreement and Plan of Merger, dated December 21, 1994 (the
"Merger Agreement") among Apache, DEKALB and XPX. Following consummation of the
merger, DEKALB was the survivor and became a wholly owned subsidiary of Apache.
Under the terms of the Merger Agreement, each share of Class A Stock and DEKALB
Class B (nonvoting) Stock, no par value ("Class B Stock"), (Class A Stock and
Class B Stock referred to collectively as "DEKALB Stock") then outstanding was
converted into the right to receive .8764 shares of the common stock of Apache,
$1.25 par value per share ("Apache Common Stock"), with any fractional shares
paid in cash, without interest, based on $27.8875 per share of Apache Common
Stock.
Apache and holders of 1,202,403 shares of Class A Stock ("Signatory
Stockholders") signed stockholder agreements, dated December 21, 1994
("Stockholder Agreements"), wherein the Signatory Stockholders agreed to vote
the shares of Class A Stock they owned or controlled in favor of the Merger and
against any action which would breach the Merger Agreement. Upon consummation of
the Merger, the Class A Stock owned by the Signatory Stockholders was converted
into the right to receive Apache Common Stock pursuant to the Merger Agreement.
The Merger Agreement is listed as Exhibit (d) under Item 7 hereof, and is
incorporated into this Item 3 by reference.
ITEM 4. PURPOSE OF TRANSACTION
NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING:
The Signatory Stockholders, who with Apache were parties to the
Stockholder Agreements, ceased being beneficial owners of Class A Stock on May
17, 1995, upon consummation of the Merger.
Page 3 of 5
<PAGE> 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING:
On May 17, 1995 and pursuant to the Merger Agreement, DEKALB became a
wholly owned subsidiary of Apache and each outstanding share of DEKALB Stock was
converted into the right to receive .8764 shares of Apache Common Stock, with
any fractional shares paid in cash, without interest, based on $27.8875 per
share of Apache Common Stock.
The Signatory Stockholders, described in Items 3 and 4 hereof, ceased
being beneficial owners of Class A Stock on May 17, 1995, upon consummation of
the Merger.
On May 17, 1995, upon consummation of the Merger, Apache became the
direct or indirect beneficial owner of 100 percent of the outstanding DEKALB
Stock (2,249,730 shares of Class A Stock and 7,388,909 shares of Class B Stock).
Except as described herein, Apache had no transactions in DEKALB Stock
during the preceding 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING:
The Signatory Stockholders, described in Items 3 and 4 hereof, ceased
being beneficial owners of Class A Stock on May 17, 1995, upon consummation of
the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING:
(d) Amended and Restated Agreement and Plan of Merger among Apache,
XPX, 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).
Page 4 of 5
<PAGE> 5
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: June 6, 1995
APACHE CORPORATION
/s/ Cheri L. Peper
----------------------------------------
Cheri L. Peper
Corporate Secretary
