<PAGE> 1
================================================================================
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 20, 1996
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
================================================================================
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
In the first quarter of 1996, Apache Corporation ("Apache") entered
into the Agreement and Plan of Merger (the "Merger Agreement"), dated March 27,
1996, among Apache, YPY Acquisitions, Inc. ("YPY"), and The Phoenix Resource
Companies, Inc. ("Phoenix"), providing for the merger of YPY with Phoenix (the
"Merger") in a transaction by which Phoenix would become a wholly-owned
subsidiary of Apache. Apache issued a press release, dated March 28, 1996,
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 and
incorporated herein by reference.
On May 20, 1996, the Merger was consummated shortly after the
transaction was approved by the Phoenix shareholders. Upon consummation of the
Merger and pursuant to the Merger Agreement, each share of Phoenix common stock
then outstanding was converted into the right to receive (a) .75 shares of
Apache common stock, with any fractional shares paid in cash, without interest,
based on $27.50 per share of Apache common stock, and (b) $4.00 in cash.
Apache issued a press release, dated May 20, 1996, which is listed under Item 7
as Exhibit 99.2 and incorporated herein by reference.
Phoenix's principal assets are its interest in the Khalda and Qarun
oil and gas concessions in the Western Desert of Egypt, which in the aggregate
contain 18 oil fields and six gas fields. The sale of crude oil and natural
gas accounted for all of Phoenix's operating revenues during the past three
years. Phoenix's operations include exploring, developing and operating crude
oil and natural gas properties in Egypt. Phoenix's oil and gas operations are
currently conducted through Egyptian operating companies owned jointly by the
Egyptian General Petroleum Corporation, Phoenix and certain other participants.
Apache is one of the participants with Phoenix in the Qarun concession.
In conjunction with the Merger, George D. Lawrence, Jr., former
president and chief executive officer of Phoenix, joined Apache's board of
directors. Other than the relationships mentioned above or provided for or
contemplated by the Merger Agreement, there were no other material relationships
between Phoenix 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
19, 1996.
1
<PAGE> 3
(c) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
2.1 Agreement and Plan of Merger among Apache, YPY and Phoenix dated March 27, 1996 (incorporated
by reference to Exhibit 99.1 to Apache's Current Report on Form 8-K, dated March 27, 1996, SEC
File No. 1-4300).
23.1** Consent of Arthur Andersen LLP (Apache)
23.2** Consent of Arthur Andersen LLP (Phoenix)
99.1 Press Release, dated March 28, 1996, "Apache and Phoenix to Merge" (incorporated by reference
to Exhibit 99.2 to Registrant's Current Report on Form 8-K, dated March 27, 1996, SEC File No.
1-4300).
99.2* Press Release, dated May 20, 1996, "Apache and Phoenix Complete Merger."
</TABLE>
_________________
*filed herewith
**to be filed by amendment
2
<PAGE> 4
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 4,1996 /s/ Z. S. Kobiashvili
----------------------------------
Z. S. Kobiashvili
Vice President and General Counsel
3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.2 Press Release, dated May 20, 1996, "Apache and Phoenix Complete Merger."
</TABLE>
<PAGE> 1
EXHIBIT 99.2
[Press Release]
[Apache Letterhead]
CONTACTS:
(MEDIA): JOHN KELSO (713) 296-6155
TONY LENTINI (713) 296-6227
(INVESTOR): ROBERT DYE (713) 296-6662
FOR IMMEDIATE RELEASE
APACHE AND PHOENIX COMPLETE MERGER
Houston (May 20, 1996) -- Apache Corporation (NYSE: APA) and The
Phoenix Resource Companies, Inc. (AMEX: PHN) today announced that Phoenix
shareholders have approved the merger of Houston-based Apache and Oklahoma
City, Oklahoma-based Phoenix. Of the voting Phoenix shares, 98 percent were
cast in favor of the merger. Shortly after receiving shareholder approval, the
merger was consummated and Phoenix became a wholly owned subsidiary of Apache.
In conjunction with the merger, George D. Lawrence, Jr., Phoenix's
president and chief executive officer, joined Apache's board of directors.
Phoenix shareholders will receive .75 shares of Apache common stock
plus $4.00 in cash for each share of Phoenix common stock. Approximately 12.1
million Apache shares will be issued pursuant to the merger agreement.
All of Phoenix's oil and gas assets are in the Western Desert of
Egypt, where Apache has held interests since 1993. With the merger, Apache
will hold a 75 percent interest in the Qarun oil field, which is currently
producing approximately 6,500 barrels of oil per day and which is expected to
produce roughly 35,000 barrels per day following completion of production
facilities and a 30-mile pipeline in the fourth quarter.
Apache Corporation is a large gas and oil independent with operations
in North America and abroad. Its shares are traded on the New York and Chicago
stock exchanges.
-end-
