<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1997
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
APACHE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE NO. 41-0747868
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
APACHE CANADA LTD.
EMPLOYEE GROUP RETIREMENT AND SAVINGS PLAN
(FULL TITLES OF THE PLANS)
Z.S. KOBIASHVILI, VICE PRESIDENT AND GENERAL COUNSEL
APACHE CORPORATION
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered Registered Share (1) Price (1) Fee (1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.25 per share, 25,000 shares $41.125 $1,028,125 $343.00
and associated
Preferred Stock
Purchase Rights (2)
===========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and
registration fee are computed on the basis of the average of the high
and low prices of the Common Stock, as reported on The New York Stock
Exchange, Inc. Composite Transactions Reporting System for September
17, 1997.
(2) Preferred Stock Purchase Rights are evidenced by certificates for
shares of the Common Stock and automatically trade with the Common
Stock. Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
<PAGE> 2
This registration statement on Form S-8 is being filed by the registrant,
Apache Corporation ("Apache"), for the purpose of registering 25,000 shares of
Apache Common Stock, par value $1.25 per share, for issuance under the terms of
the Apache Canada Ltd. Employee Group Retirement and Savings Plan.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Apache Corporation (the "Registrant" or
"Apache") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Commission File No. 1-4300, are incorporated by reference into this
Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 1997.
(3) Current Reports on Form 8-K dated June 13 and August 8, 1997.
(4) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of
such documents.
The descriptions set forth below of the common stock of Apache, par value $1.25
per share ("Apache Common Stock"), the preferred stock and the Rights (as
defined below) constitute brief summaries of certain provisions of Apache's
Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement
between Apache and Norwest Bank Minnesota, N. A. ("Norwest"), and are
qualified in their entirety by reference to the relevant provisions of such
documents, all of which are listed under Item 8 as exhibits to this
Registration Statement and are incorporated herein by reference.
APACHE COMMON STOCK
All outstanding shares of Apache Common Stock are fully paid and
nonassessable, and all holders of Apache 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 Apache 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. Apache
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 Apache 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 remaining after payment of liabilities.
Apache's current policy is to reserve one ten-thousandth (1/10,000) of
a share of Series A Preferred Stock (as defined below) for each share of Apache
Common Stock issued in order to provide for possible exercises of Rights (as
defined below) under Apache's existing Rights Agreement.
The currently outstanding Apache Common Stock and the Rights (as
defined below) under Apache's existing Rights Agreement are listed on the New
York Stock Exchange and the Chicago Stock Exchange. Norwest is the transfer
agent and registrar for Apache Common Stock.
II - 1
<PAGE> 4
Apache 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 Apache Common Stock at their addresses shown on the
books of the transfer agent and registrar.
PREFERRED STOCK
Apache has five million shares of no par preferred stock authorized,
of which 25,000 shares have been designated Series A Junior Participating
Preferred Stock ("Series A Preferred Stock") and authorized for issuance
pursuant to the Rights (as defined below) that trade with Apache Common Stock.
No preferred stock is currently outstanding; however, shares of Series A
Preferred Stock have been reserved for issuance in accordance with the Rights
Agreement relating to the Rights. Shares of preferred stock may be authorized
for issuance and 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 (including conversion into or exchange for
Apache Common Stock or other securities of Apache or its subsidiaries), as may
be stated and expressed in the resolution or resolutions providing for the
issuance of such preferred stock adopted by the Board of Directors providing
for the issuance of such preferred stock.
RIGHTS
In December 1995, Apache declared a dividend of one right (a "Right")
for each outstanding share of Apache Common Stock effective January 31, 1996.
Each Right entitles the registered holder to purchase from Apache one ten-
thousandth (1/10,000) of a share of Series A Preferred Stock at a price of $100
per one ten-thousandth of a share, subject to adjustment. The Rights are
exercisable ten calendar days following a public announcement that certain
persons or groups have acquired 20 percent or more of the outstanding shares of
Apache Common Stock or ten business days following commencement of an offer for
30 percent or more of the outstanding shares of Apache Common Stock. Unless
and until the Rights become exercisable, they will be transferred with and only
with the shares of Apache Common Stock. If Apache engages in certain business
combinations or a 20-percent stockholder engages in certain transactions with
Apache, the Rights become exercisable for Apache Common Stock or the common
stock of the corporation acquiring Apache (as the case may be) at 50 percent of
the then-market price. Any Rights that are or were beneficially owned by a
person who has acquired 20 percent or more of the outstanding shares of Apache
Common Stock, and who engages in certain transactions or realizes the benefits
of certain transactions with Apache, will become void. Apache may redeem the
Rights at $.01 per Right at any time until ten business days after public
announcement that a person has acquired 20 percent or more of the outstanding
shares of Apache Common Stock. Unless the Rights have been previously
redeemed, all shares of Apache Common Stock will include Rights, including the
Apache Common Stock issuable under the terms of the Apache Corporation 1996
Performance Stock Option Plan.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
II - 2
<PAGE> 5
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL"), inter
alia, authorizes a corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (other than an action by or in the right of the
corporation) because the person is or was a director, officer, employee or
agent of another corporation or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person in connection with the suit or proceeding if
the person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reason to believe his conduct was
unlawful. Similar indemnity is authorized against expenses (including
attorneys' fees) actually and reasonably incurred in defense or settlement of
any pending, completed or threatened action or suit if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and provided further that (unless a
court of competent jurisdiction otherwise provides) the person shall not have
been adjudged liable to the corporation. The indemnification may be made only
as authorized in each specific case upon a determination by the stockholders or
disinterested directors that indemnification is proper because the indemnitee
has met the applicable standard of conduct.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him and incurred by him in
any capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him. Apache maintains
policies insuring the officers and directors of Apache and its subsidiaries
against certain liabilities for actions taken in their capacities, including
liabilities under the Securities Act of 1933, as amended (the "Securities
Act").
Article VII of Apache's Bylaws provides, in substance, that directors,
officers, employees and agents of Apache shall be indemnified to the extent
permitted by Section 145 of the DGCL. Additionally, the Seventeenth Article of
Apache's Restated Certificate of Incorporation eliminates in certain
circumstances the monetary liability of directors of Apache for a breach of
their fiduciary duty as directors. These provisions do not eliminate the
liability of a director (i) for a breach of a director's duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions by a director not
in good faith; (iii) for acts or omissions by a director involving intentional
misconduct or a knowing violation of the law; (iv) under Section 174 of the
DGCL (relating to the declaration of dividends and purchase or redemption of
shares in violation of the DGCL); and (v) for transactions from which the
director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II - 3
<PAGE> 6
ITEM 8. EXHIBITS.
The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 3.1 to Apache's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993, Commission File No. 1-4300)
4.2 Certificate of Ownership and Merger Merging Apache Energy
Resources Corporation into Registrant, effective December 31,
1995, as filed with the Secretary of State of Delaware on
December 21, 1995 (incorporated by reference to Exhibit 3.2 to
Apache's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, Commission File No. 1-4300)
4.3 Certificate of Designations, Preferences and Rights of Series
A Junior Participating Preferred Stock of Registrant,
effective January 31, 1996, as filed with the Secretary of
State of Delaware on January 22, 1996 (incorporated by
reference to Exhibit 3.3 to Apache's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, Commission
File No. 1-4300)
4.4 Bylaws of Apache Corporation, as amended July 17, 1997
(incorporated by reference to Exhibit 4.4 to Apache's
Registration Statement on Form S-8, Registration No.
333-32557, filed July 31, 1997)
4.5 Form of Apache Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, Commission
File No. 1-4300)
*4.6 Apache Canada Ltd. Employee Group Retirement and Savings Plan
*5.1 Opinion of legal counsel regarding legality of securities
being registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Coopers & Lybrand, Chartered Accountants
*23.3 Consent of Ryder Scott Company Petroleum Engineers
*23.4 Consent of Netherland, Sewell & Associates, Inc.
*23.5 Consent of legal counsel included in Exhibit 5.1
*24.1 Power of Attorney included as part of the signature pages of
this Registration Statement
- ---------------------
*Filed herewith
II - 4
<PAGE> 7
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement relating to the
securities offered herein shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this registration statement as of the time it was declared
effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post- effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II - 5
<PAGE> 8
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions of Article 15,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II - 6
<PAGE> 9
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston, State of Texas.
APACHE CORPORATION
Date: September 22, 1997 By: /s/ Raymond Plank
------------------------------------
Raymond Plank,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Apache Corporation do hereby
constitute and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and
Roger B. Plank, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any
and all amendments (including post-effective amendments) to this Registration
Statement; and each of the undersigned does hereby ratify and confirm all that
said attorneys-in-fact shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons, in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Raymond Plank Chairman and Chief
- --------------------------- Executive Officer
Raymond Plank (Principal Executive Officer) September 22, 1997
/s/ Roger B. Plank Vice President and Chief
- --------------------------- Financial Officer
Roger B. Plank (Principal Financial Officer) September 22, 1997
/s/ Thomas L. Mitchell Controller and Chief
- --------------------------- Accounting Officer
Thomas L. Mitchell (Principal Accounting Officer) September 22, 1997
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Frederick M. Bohen Director
- -----------------------------
Frederick M. Bohen September 22, 1997
/s/ G. Steven Farris Director
- -----------------------------
G. Steven Farris September 22, 1997
/s/ Randolph M. Ferlic Director
- -----------------------------
Randolph M. Ferlic September 22, 1997
/s/ Eugene C. Fiedorek Director
- -----------------------------
Eugene C. Fiedorek September 22, 1997
/s/ W. Brooks Fields Director
- -----------------------------
W. Brooks Fields September 22, 1997
Director
- -----------------------------
A. D. Frazier, Jr.
/s/ Stanley K. Hathaway Director
- -----------------------------
Stanley K. Hathaway September 22, 1997
/s/ John A. Kocur Director
- -----------------------------
John A. Kocur September 22, 1997
/s/ George D. Lawrence Jr. Director
- -----------------------------
George D. Lawrence Jr. September 22, 1997
/s/ Mary Ralph Lowe Director
- -----------------------------
Mary Ralph Lowe September 22, 1997
/s/ F. H. Merelli Director
- -----------------------------
F. H. Merelli September 22, 1997
/s/ Joseph A. Rice Director
- -----------------------------
Joseph A. Rice September 22, 1997
</TABLE>
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 3.1 to Apache's Annual
Report on Form 10-K for the fiscal year ended December 31,
1993, Commission File No. 1-4300)
4.2 Certificate of Ownership and Merger Merging Apache Energy
Resources Corporation into Registrant, effective December 31,
1995, as filed with the Secretary of State of Delaware on
December 21, 1995 (incorporated by reference to Exhibit 3.2 to
Apache's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, Commission File No. 1-4300)
4.3 Certificate of Designations, Preferences and Rights of Series
A Junior Participating Preferred Stock of Registrant,
effective January 31, 1996, as filed with the Secretary of
State of Delaware on January 22, 1996 (incorporated by
reference to Exhibit 3.3 to Apache's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, Commission
File No. 1-4300)
4.4 Bylaws of Apache Corporation, as amended July 17, 1997
(incorporated by reference to Exhibit 4.4 to Apache's
Registration Statement on Form S-8, Registration No.
333-32557, filed July 31, 1997)
4.5 Form of Apache Common Stock Certificate (incorporated by
reference to Exhibit 4.1 to Apache's Annual Report on Form
10-K for the fiscal year ended December 31, 1995, Commission
File No. 1-4300)
*4.6 Apache Canada Ltd. Employee Group Retirement and Savings Plan
*5.1 Opinion of legal counsel regarding legality of securities
being registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Coopers & Lybrand, Chartered Accountants
*23.3 Consent of Ryder Scott Company Petroleum Engineers
*23.4 Consent of Netherland, Sewell & Associates, Inc.
*23.5 Consent of legal counsel included in Exhibit 5.1
*24.1 Power of Attorney included as part of the signature pages of
this Registration Statement
</TABLE>
- --------------------
*Filed herewith
<PAGE> 1
EXHIBIT 4.6
APACHE CANADA LTD.
EMPLOYEE GROUP RETIREMENT
AND
SAVINGS PLAN
October 1, 1997
<PAGE> 2
APACHE CANADA LTD.
EMPLOYEE GROUP RETIREMENT AND SAVINGS PLAN
EFFECTIVE OCTOBER 1, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE I
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II
CONSTRUCTION, INTERPRETATION AND DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE III
MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE IV
BENEFICIARY APPOINTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE V
MEMBER CONTRIBUTIONS, COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE VI
ACCOUNTS AND INVESTMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE VII
VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE VIII
PAYMENTS FROM THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE IX
THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE X
ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE XI
EXPLANATION AND DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE XII
AMENDMENT OR DISCONTINUANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE XIII
MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>
<PAGE> 4
ARTICLE I
INTRODUCTION
1.1 This document constitutes the Apache Canada Ltd. Employee Group
Retirement and Savings Plan (the "Plan") being established herein as
of October 1, 1997. The basic purpose of the Plan is to provide, for
eligible employees of Apache Canada Ltd., a means for the accumulation
of savings and capital for retirement and other purposes.
1.2 This document sets out the general structure of the Plan and details
the administration rules pertaining thereto.
1.3 Contributions to the Plan must be allocated by the employee to a
non-registered savings account or, subject to the limits under the
Income Tax Act to a registered account. It is intended that the
registered portion of the Plan comply in all respects with Section 146
of the Income Tax Act in order that it may qualify for registration as
a retirement savings plan under the Income Tax Act.
ARTICLE II
CONSTRUCTION, INTERPRETATION AND DEFINITIONS
2.1 The masculine pronoun wherever used herein shall include the feminine
pronoun where applicable, and the singular shall include the plural
and vice versa, as the context shall require. References to a
paragraph, Section or an Article, mean a paragraph, Section or an
Article in the Plan.
2.2 The Plan and all the rights and obligations hereunder shall be
construed, governed and administered in accordance with the laws of
the Province of Alberta except for those rights and obligations which
are solely within the jurisdiction of Canada or another province.
2.3 All monetary references in the Plan are to be construed as being
expressed in terms of the lawful currency of Canada, except as
otherwise indicated.
<PAGE> 5
DEFINITIONS
2.4 "Apache" means Apache Canada Ltd., an Alberta corporation.
2.5 "Approved Notice" means written notice filed with the Company on a
form or forms prescribed by the Company, completed and executed in a
manner determined by the Company.
2.6 "Beneficiary" means that person last designed by the Member, in
accordance with Article IV, to receive any benefit under the Plan in
the event of the death of the Member.
2.7 "Board" means the Board of Directors of Apache.
2.8 "Company" means Apache or any successor thereto and also includes any
corporation which is, at any time, an affiliate of Apache and any
partnership which has, at any time, as one of its partners, Apache or
an affiliate of Apache (affiliate herein having the meaning ascribed
thereto in the Canada Business Corporations Act), provided that any
such corporation or partnership is designated by the Board of
Directors to participate in the Plan.
2.9 "Company Contributions" means those contributions made by the Company
to the Plan which are described in Section 5.2.
2.10 "Company Stock" means the capital stock of Apache Corporation being
its common stock with a par value of $1.25 (U.S.) per share.
2.11 "Continuous Service" means the uninterrupted period of regular
employment by the Employee since the most recent hire of the employee
by the Company.
2.12 "Effective Date" means October 1, 1997.
2.13 "Eligible Earnings" means the amount, as determined by the Company, of
regular base salary including overtime, annual cash bonuses and
excluding any special allowances or payments for vacation payouts,
severance, retirement allowances, stock option benefits, long term
incentive plan bonuses or multi-year incentive bonuses, paid to the
Employee by the Company.
-2-
<PAGE> 6
2.14 "Employee" means a person employed by the Company in a permanent full
time or permanent part time capacity, but shall not include any person
who is subject to a collective agreement between the Company and a
bargaining unit, or who is employed on a contract or temporary basis,
and shall also include officers and directors of the Company.
2.15 "Fund" means the fund established for the purposes of the Plan as set
forth herein and established in accordance with the terms and
provisions of the Funding Agreement, to which all contributions to the
Plan shall be made and from which all benefits and expenses under the
Plan shall be payable.
2.16 "Funding Agency" means the trust company or its agent , and/or the
insurance company, and/or any group of individual trustees or their
agents, designated by the Company and holding the whole or a portion
of the assets of the Fund at any time pursuant to the terms of a
Funding Agreement.
2.17 "Funding Agreement" means any trust deed or agreement executed from
time to time between the Company and any Funding Agency, including any
insurance or annuity contracts issued by a Funding Agency and
including any amendments which are from time to time made to any such
documents, pertaining to the custody of the investments of the Fund.
2.18 "Income Tax Act" means the Income Tax Act (Canada) and any applicable
provincial Income Tax Act as amended from time to time, together with
any relevant regulations and application rules made thereunder from
time to time.
2.19 "Investment Manager" means any investment firm(s) and/or financial
institution(s), appointed by the Company from time to time to direct
the various investment options.
2.20 "Member" means an Employee who has joined the Plan in accordance with
Article III.
2.21 "Member Contributions" means those contributions made by a Member to
the Plan which are described in Section 5.1.
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<PAGE> 7
2.22 "Member's Account" means, as of any date, the value of the account
established on behalf of the Member in accordance with Section 6.1.
2.23 "Plan" means this registered retirement savings plan and employee
savings plan for employees of the Company.
2.24 "Plan Year" means a calendar year beginning on January 1 and ending on
December 31, except that the first Plan Year shall begin on October 1,
1997 and end on December 31, 1997.
2.25 "RRSP" means a retirement savings plan which is registered in
accordance with Section 146 of the Income Tax Act.
2.26 "Savings Plan" means the non-registered savings plan which complies
with Section 144 of the Income Tax Act.
2.27 "Totally and Permanently Disabled" means, with respect to a Member,
disability as a result of bodily or mental injury or disease such
that, on the basis of medical evidence satisfactory to the Company,
the Member is wholly and presumably permanently prevented from
continuing active employment.
2.28 "Valuation Date" means the last business day of each month or such
other day as may be determined by the Funding Agency and the Company
for purposes of determining the value of each Member's Account in
accordance with Section 9.3.
ARTICLE III
MEMBERSHIP
3.1 Any Employee who is an Employee on or before the Effective Date shall
be eligible to become a Member by filing an approved Notice.
3.2 Any Employee who becomes an Employee after the Effective Date will be
eligible to become a Member of the Plan, on the first day of any month
co-incident with or following the commencement of employment, by
filing an Approved Notice.
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3.3 Participation in the Plan by Employees is voluntary.
ARTICLE IV
BENEFICIARY APPOINTMENT
4.1 By filing Approved Notice thereof, each Member shall designate a
Beneficiary to receive any proceeds which may become payable under the
Plan upon the Member's death. In the absence of an effective
designation of Beneficiary, any amounts payable under the Plan upon
the death of a Member shall be paid to the estate of such Member.
4.2 Subject to any applicable law, a Member may change the designation of
Beneficiary at any time by giving Approved Notice thereof.
ARTICLE V
MEMBER CONTRIBUTIONS
5.1 (a) Members may contribute up to six (6%) percent of the Member's
Eligible Earnings (which the Company will match).
(b) Members may contribute at a rate higher than six (6%) percent
(which the Company will not match).
(c) Contribution rates must be in whole percentages designated by
the Member by giving Approved Notice and changes to
contribution rates will become effective on the first day of
the next pay period provided adequate notice, as determined by
the Company, has been provided to administer the change.
(d) Members shall designate Member Contributions to a registered
or unregistered account.
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<PAGE> 9
COMPANY CONTRIBUTIONS
5.2 (a) The Company will contribute six (6%) percent of the Eligible
Earnings of a Member to the Plan, whether or not the Member is
contributing to the Plan.
(b) The Company will contribute, in addition to the contribution
described in paragraph 5.2(a), an additional amount equal to
the Members Contribution, up to a maximum of six (6%) percent.
(c) A Member shall designate Company Contributions to a registered
or unregistered account.
(d) All Company contributions shall be made out of current or
accumulated profits of the Company.
ARTICLE VI
ACCOUNTS AND INVESTMENT OPTIONS
6.1 The Funding Agency shall maintain, or cause to be maintained on behalf
of each Member, up to six accounts as required, namely:
(a) Member Account - registered
(b) Member Account - unregistered
(c) Member (Company) Account - registered
(d) Member (Company) Account - unregistered
(e) Member Spousal Account - registered
(f) Member (Company) Spousal Account - registered
6.2 It is the Members responsibility to monitor RRSP contribution levels
imposed by the Income Tax Act to ensure compliance with the Income Tax
Act and associated regulations.
6.3 In addition to limitations on contributions to an RRSP, which are the
responsibility of the Member, there are foreign investment content
rules for RRSP's. Compliance with these foreign investment content
rules are the responsibility of a Member and penalties for excess
foreign investment content are payable by the Member.
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<PAGE> 10
6.4 The Funding Agency shall invest and reinvest Member Contributions and
Company Contributions in accordance with an Approved Notice from the
Member, in Company Stock or in one or more of the investment funds (as
determined by the Company from time to time), which are made available
to Members through the Investment Manager.
6.5 (a) Any investment election made by a Member pursuant to Section
6.4, shall continue in effect until changed by the Member.
Once in any period of thirty (30) consecutive days, a Member,
by giving Approved Notice, may change an investment election.
Such change shall be effective as of the first (1st) day of
the month following receipt of such Approved Notice by the
Company.
(b) Once in any period of thirty (30) consecutive days, a Member,
by giving Approved Notice, may direct that all or a portion of
the proceeds of a Member's Account be transferred to such
other investment fund as may be available under the Plan and
as may be designated by the Member in such Approved Notice.
The transfer shall be effective as of the Valuation Date
immediately following the date the Approved Notice is received
by the Company.
6.6 The value of each Member's Account shall be determined by the Funding
Agency as of each Valuation Date, having regard to the terms of the
investment or investment fund in which the account is invested and on
the basis of market values as of each Valuation Date.
ARTICLE VII
VESTING
7.1 A Member shall have a fully vested interest in respect of all amounts
credited to any of the Member's Accounts.
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<PAGE> 11
ARTICLE VIII
PAYMENTS FROM THE PLAN
8.1 Upon a Member's retirement or termination, or in the event a Member
becomes Totally and Permanently Disabled, the Member shall be entitled
to receive a lump sum payment equal to the sum of the Member's Account
provided that such payment shall be subject to any and all applicable
provisions of the Income Tax Act. By giving Approved Notice, a Member
may elect instead to have one of the following payment options with
respect to any portion of the Member's Account which is invested in a
RRSP.
(a) The payment by the Funding Agency to an insurance company to
purchase an annuity in a payment form elected by the Member in
accordance with the terms of the RRSP; or
(b) the payment by the Funding Agency to another registered
retirement savings plan of the Member pursuant to subsection
146(16) of the Income Tax Act.
8.2 If a Member retires, is terminated, or is Totally and Permanently
Disabled and the Member fails to give an Approved Notice within ninety
(90) days of retirement, termination or becoming Totally and
Permanently Disabled, the Funding Agency shall make a lump sum cash
payment to the Member as set forth in Section 8.1.
8.3 Upon the death of a Member, a lump sum payment equal to the Member's
Account shall be payable to the Beneficiary. If the Beneficiary is
the Member's spouse, by giving Approved Notice the Beneficiary may
elect to have any portion of the Member's Account which is invested in
the deceased Member's RRSP, paid instead by the Funding Agency to a
registered retirement savings plan of the Beneficiary pursuant to
subsection 146(16) of the Income Tax Act.
8.4 By giving Approved Notice, up to twice in any calendar year, a Member
may elect to receive a lump sum payment not to exceed his Member's
Account. By giving Approved Notice, such Member may elect to have any
portion of the Member's Account which is invested in the RRSP, paid
instead by the Funding Agency to another registered retirement savings
plan of the Member pursuant to subsection 146(16) of the Income Tax
Act.
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<PAGE> 12
8.5 The amount of a payment in accordance with this Article VIII shall be
determined with reference to the Member's Account as of the Valuation
Date coincident with or next following the Member's date of
retirement, termination of employment, Total and Permanent Disability,
date of death or date of the election described in Section 8.4,
whichever is applicable. If, as determined by the Company there is
insufficient notice to process the payment as of the Valuation Date
referred to above, the Valuation Date next following shall apply.
8.6 By giving Approved Notice to the Company, a Member or Beneficiary
entitled to received a payment in accordance with this Article VIII,
may elect to receive in kind any whole number of shares of Company
Stock which is held in the Member's Account. After deducting the
value of such shares received in kind by the Member or Beneficiary,
the Funding Agency shall pay the balance of the Member's Account in
cash to the Member or Beneficiary.
ARTICLE IX
THE FUND
9.1 The Company shall enter into and maintain the existence of the Funding
Agreement providing for the establishment and administration of the
Fund. The Funding Agreement shall contain such provisions as the
Company may deem appropriate, including but not limited to, provisions
with respect to the powers and authority of the Funding Agency, the
investment and valuation of the Fund, and the authority of the Company
to amend or terminate the Funding Agreement. The Funding Agreement
shall form a part of the Plan and any and all rights and benefits
which may accrue to any persons under the Plan shall be subject to all
the terms and conditions of the Funding Agreement.
9.2 All Company Contributions shall be paid into the Fund to be held and
administered pursuant to the Funding Agreement. All income received,
capital gains made and capital losses sustained by the Fund shall be
held in the Fund and administered pursuant to the Funding Agreement.
The Funding Agency shall pay monies from the Fund for the purpose of
making payments to eligible Members or their Beneficiaries in
accordance with the provisions of the Plan. Except as otherwise
provided in the Plan or the Funding Agreement, the principal and
income of the Fund shall not be used for any purpose other than for
the exclusive benefit of the Members or their Beneficiaries.
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<PAGE> 13
9.3 The Fund and the Member's Accounts shall be valued by the Funding
Agency on each Valuation Date, but not less frequently than monthly.
9.4 Company Stock credited to a Member's Account shall be voted by the
Funding Agency as directed by the Member at annual or special
stockholders' meetings of Apache Corporation, provided the Member's
directions are received by the Funding Agency not less than ten (10)
days before such meeting. Directions from a Member to the Funding
Agency concerning voting shall be held in confidence by the Funding
Agency and shall not be divulged to the Company, or any officer or
employee thereof, or any other person. The Funding Agency shall also
vote of Company Stock for which it has received no direction from a
Member, as well as any Company Stock not credited to a Member's
Account but otherwise under the control of the Funding Agency,
pursuant to the Plan, in the same proportion on each issue as it votes
those shares for which it received voting directions from Members.
9.5 Any taxes incurred by the Fund or upon any assets held by the Funding
Agency or upon the income therefrom, and which taxes are payable by
the Funding Agency, shall be charged against the Member's Accounts as
the Funding Agency and the Company shall determine.
ARTICLE X
ADMINISTRATION
10.1 The Plan shall be administered by the Funding Agency in accordance
with the policies, rules and regulations established by the Company
from time to time whose determination shall be conclusive as to
eligibility, employment status, calculation of benefits, and any and
all other questions relating to this Plan. The Funding Agency shall
be entitled to rely upon information furnished by the Company and has
the right to delegate certain administrative functions back to the
Company. All determinations shall be made as nearly as may be
possible in a uniform manner in respect of all persons similarly
situated.
10.2 Investment brokerage and similar costs as well as fees of any Funding
Agency, investment manager or trustee arising as a result of the
purchase and sale of investments, together with record keeping fees
will be paid by the Company. Member Accounts will be charged with all
costs associated with the withdrawal of a Member Account, lost tax
receipts or other tax documents. Investment management fees are paid
quarterly from Fund assets.
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<PAGE> 14
ARTICLE XI
EXPLANATION AND DISCLOSURE
11.1 The Company shall inform all Members in writing of their rights and
duties under the Plan.
11.2 The written explanation referred to above shall not have any effect on
the rights or obligations of any person under this Plan and shall not
be referred to in determining the meaning of any provision of the
Plan. Neither the Company nor the Funding Agency shall be liable for
any loss or damage occasioned to any person by reason of any error or
omission in any such written explanation.
11.3 The Company shall provide or cause to be provided, not less frequently
than annually, a statement to each Member describing the Member's
entitlement under the Plan including but not limited to the market
value of his Member's Account and the allocation of his account among
the investment options.
11.4 Upon the retirement, termination, Total and Permanent Disability, or
death of a Member, the Company shall provide a statement showing the
Member's Account and explaining the options available to the Member or
Beneficiary for settlement of the Member's Account.
11.5 This Plan text shall be open to inspection at all reasonable times in
such Company offices including its principal office in each province
as may be designated from time to time by the Company.
11.6 Nothing contained in this Plan shall give or be deemed to give any
Employee the right to be retained as an Employee of the Company or to
interfere with the rights of the Company to discharge or lay off any
Employee at any time.
11.7 A Member shall continue to be a Member for as long as such person has
any rights or entitlements under the Plan.
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<PAGE> 15
ARTICLE XII
AMENDMENT OR DISCONTINUANCE
12.1 The Company hopes and expects to continue the Plan indefinitely, but
nevertheless reserves the right to amend, modify or terminate the Plan
by action of the Board. Not such action shall adversely affect any
right with respect to entitlements which have accrued prior to the
time the action is taken, nor make it possible for any part of the
principal or income of the Fund to be used for or diverted to purposes
other than for the exclusive benefit of Members and Beneficiaries
except as otherwise provided herein.
12.2 In the event that the Plan is terminated, each Member shall be
entitled to receive a lump sum payment equal to his Member's Account,
determined as of the date of termination of the Plan. Payment shall
be made by the Funding Agency to the member or Beneficiary in cash.
By giving Approved Notice to the Company, a Member may elect to have
any portion of his Member's Account which is invested in the RRSP,
paid instead by the Funding Agency to another registered retirement
savings plan of the Member pursuant to subsection 146(16) of the
Income Tax Act.
12.3 Section 12.1 notwithstanding, any modification or amendment to the
Plan may be made, retroactively if necessary, should the Company deems
it necessary or appropriate to satisfy the conditions of any law,
regulation or ruling.
12.4 The Company reserves the right to merge or consolidate the Plan with
any other plan adopted by the Board, or to transfer any assets or
liabilities of the Plan to any other such plan. No such action shall
adversely affect any rights with respect to entitlements which have
accrued immediately prior to the time of such merger, consolidation or
transfer to the extent that the assets of the Fund are sufficient to
provide the accrued entitlements.
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<PAGE> 16
ARTICLE XIII
MISCELLANEOUS PROVISIONS
13.1 The benefits under the Plan are not capable of assignment, loan,
alienation, surrender or commutation, and do not confer upon any
Member, Beneficiary, personal representative or dependent, or any
other person, any right or interest in the benefits capable of being
assigned, surrendered, commuted or otherwise alienated.
13.2 No Member, or any person claiming through such Member, has any right
to or interest in, any part of the Fund except to the extent provided
under the Plan and under any Funding Agreement. A Member or other
person having any claim through a Member has recourse solely to the
Fund for payment of any benefits hereunder and under no circumstances
does any liability attach to the Company, the Funding Agency, the
Investment Manager, or any director, officer or employee of the
Company for payment of any benefits or claims hereunder.
13.3 Neither the Company nor any director, officer, employee or agent of
the Company shall in any way be subject to any suit or litigation, or
to any legal liability for any cause or reason or thing whatsoever in
connection with the Plan, except for the willful and intentional
malfeasance or misconduct of the Company or such individual.
ATTEST: APACHE CANADA LTD.
/S/ Cheri L. Peper /S/ Daniel L. Schaeffer
- -------------------------- -------------------------------
Cheri L. Peper Daniel L. Schaeffer
Corporate Secretary Vice President
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<PAGE> 1
[Apache Letterhead]
EXHIBIT 5.1
September 22, 1997
Apache Corporation
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
Gentlemen:
I am rendering this opinion in my capacity as Assistant General
Counsel of Apache Corporation, a Delaware corporation ("Apache"), in connection
with the Registration Statement on Form S-8 (the "Registration Statement")
filed on or about this date by Apache under the Securities Act of 1933, as
amended, and relating to 25,000 shares of Apache's common stock, $1.25 par
value ("Apache Common Stock"), to be offered under the plan described in the
Registration Statement (the "Plan").
In connection therewith, I have examined the Registration Statement,
the corporate proceedings with respect to the offering of shares and such other
documents and instruments as I have deemed necessary or appropriate for the
expression of the opinion contained herein.
On the basis of the foregoing, and having regard for such legal
considerations I have deemed relevant, it is my opinion that the 25,000 shares
of Apache Common Stock to be registered have been duly authorized for issuance
and sale, and when issued in accordance with the terms and conditions of the
Plan, will be legally issued, fully paid and non- assessable.
I express no opinion as to the laws of any jurisdiction other than the
State of Texas and the General Corporation Law of the State of Delaware.
I consent to the inclusion of this letter as an exhibit to the
Registration Statement and to the reference in the Prospectus included as part
of the Registration Statement to my having issued the opinion expressed herein.
Very truly yours,
/s/ Eric L. Harry
Eric L. Harry
Assistant General Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 28, 1997
on the audited consolidated financial statements of Apache Corporation and
Subsidiaries included in the Apache Corporation Annual Report on Form 10-K for
the year ended December 31, 1996, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
September 18, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF COOPERS & LYBRAND
We hereby consent to the incorporation by reference in this registration
statement of our report dated February 13, 1995 on our audit of the
consolidated financial statements of DEKALB Energy Company for the year ended
December 31, 1994 included in the Apache Corporation Annual Report on Form 10-K
for the year ended December 31, 1996, and to all references to our Firm
included in this registration statement.
/s/ Coopers & Lybrand
Coopers & Lybrand
Chartered Accountants
Calgary, Alberta, Canada
September 18, 1997
<PAGE> 1
[Ryder Scott Letterhead]
EXHIBIT 23.3
Consent of Ryder Scott Company Petroleum Engineers
As independent petroleum engineers, we hereby consent to the incorporation by
reference in this registration statement of our Firm's review of the proved oil
and gas reserve quantities of Apache Corporation as of January 1, 1997, and to
all references to our Firm included in this registration statement.
/s/ Ryder Scott Company
/s/ Petroleum Engineers
Ryder Scott Company
Petroleum Engineers
Houston, Texas
September 18, 1997
<PAGE> 1
[Netherland, Sewell Letterhead]
EXHIBIT 23.4
Consent of Independent Petroleum Engineers and Geologists
As independent petroleum engineers and geologists, we hereby consent to the
incorporation by reference in this Registration Statement of our Firm's review
of the proved oil and gas reserve quantities as of January 1, 1997, for certain
of Apache Corporation's interests located in The Arab Republic of Egypt, and to
all references to our Firm included in this Registration Statement.
Netherland, Sewell & Associates, Inc.
By: /s/ Clarence M. Netherland
----------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
September 18, 1997
