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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): December 16, 1997
APACHE CORPORATION
(Exact name of registrant as specified in 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
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ITEM 5. OTHER EVENTS
On December 16, 1997, Apache Corporation ("Apache") called for
redemption of all of its 6% Convertible Subordinated Debentures due 2002. The
Debentures will be redeemed January 15, 1998. The aggregate amount of
outstanding Debentures is $172.5 million.
Holders of the Debentures will be entitled to receive 103 percent of
the principal amount, or to convert the Debentures into shares of Apache common
stock, par value $1.25 per share (the "Common Stock"), at a conversion price of
$30.68 per share or approximately 32.595 shares of Common Stock per $1,000
principal amount. The closing price of the Common Stock on December 15, 1997
was $34.25.
Interest through January 15, 1998, will be paid to all holders of
registered Debentures that remain outstanding (i.e., not converted) on the
record date of January 1, 1998, and to all holders of bearer Debentures upon
tender of the January 15, 1998 interest coupon. Holders of registered Debentures
who convert prior to January 1, 1998, will not be entitled to any interest
thereon for the six-month period ended January 15, 1998.
To receive the redemption price, holders of registered Debentures must
surrender such Debentures to The Chase Manhattan Bank, Corporate Trust Window,
55 Water Street, Room 234-North Building, New York, New York 10041, and holders
of bearer Debentures must surrender such Debentures to The Chase Manhattan Bank,
Trinity Tower, 9 Thomas Moore Street, London E1 9YT.
To convert registered Debentures into shares of Common Stock, holders
must, prior to 5:00 p.m., New York, New York time on January 14, 1998, surrender
such Debentures to The Chase Manhattan Bank, Corporate Trust Window, 55 Water
Street, Room 234-North Building, New York, New York 10041. To convert bearer
Debentures into shares of Common Stock, holders must, prior to 5:00 p.m., London
time on January 14, 1998, surrender such Debentures to The Chase Manhattan Bank,
Trinity Tower, 9 Thomas Moore Street, London E1 9YT. Debentures not converted in
the manner and prior to the times specified on January 14, 1998, will be
redeemed.
The redemption notice, as published in the Wall Street Journal (eastern
edition), the Financial Times in London, and the Luxemburger Wort in Luxembourg,
is listed under Item 7 as Exhibit 99.1 and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1* Notice of Full Redemption, published December 16, 1997,
Apache Corporation 6% Convertible Subordinated Debentures
due January 15, 2002.
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*filed herewith
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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
Date: December 16, 1997 /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili
Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1* Notice of Full Redemption, published December 16, 1997,
Apache Corporation 6% Convertible Subordinated Debentures
due January 15, 2002.
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*filed herewith
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EXHIBIT 99.1
NOTICE OF FULL REDEMPTION
APACHE CORPORATION
6% CONVERTIBLE SUBORDINATED DEBENTURES
DUE JANUARY 15, 2002
CUSIP NUMBER 037411 AH8, 144A
CUSIP NUMBER U00255 AA4, REG S
NOTICE IS HEREBY GIVEN that pursuant to Section 6 of the Fiscal Agency
Agreement, Apache Corporation is exercising its option under the Agreement and
the Securities (as defined in the Agreement) to redeem all $172,500,000
principal amount of the Securities. The date for the redemption of such
Securities shall be January 15, 1998, at a redemption price of 103% of
principal, and accrued interest up to but not including the redemption date. On
and after the redemption, interest will cease to accrue on the Securities. Each
bearer Security presented for redemption must be delivered with all interest
coupons maturing after the redemption date.
The bonds are convertible at a conversion price of $30.68 per share
(equivalent to 32.595 shares of Apache Corporation common stock for each $1,000
principal amount of Debentures) at any time prior to the redemption date. The
right to convert registered Securities called for redemption will terminate at
the close of business, New York time, on January 14, 1998. The right to convert
bearer Securities called for redemption will terminate at the close of business,
London time, on January 14, 1998. The right of conversion may be exercised by
the holder by delivering the Security at the specified office of the conversion
agent accompanied by a duly signed and completed notice of conversion. The
conversion date shall be the date on which the Security and the duly signed and
completed notice of conversion shall have been delivered to the conversion
agent. Each Bearer Security delivered for conversion must be delivered with all
unmatured coupons with the exception of the January 15, 1998 interest coupon
which can be presented in the usual manner for the payment of interest.
Registered holders converting after the interest record date of January 1, 1998
will receive the January 15, 1998 interest payment. No fractional shares will be
issued on conversion, however cash payment in lieu of fractional shares will be
made using the closing price of the day preceding the day of conversion.
The bonds called for redemption and conversion must be presented at the
following offices:
Principal Agent, Registrar, Fiscal Agent, Fiscal Agent, Paying Agent and
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Transfer Agent, Paying Agent and Conversion Conversion Agent (U.K.)
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Agent (U.S.)
- ------------ THE CHASE MANHATTAN BANK
THE CHASE MANHATTAN BANK Trinity Tower
55 Water Street, Rm 234-North Bldg. 9 Thomas Moore Street
New York, NY 10041 London, E1 9YT, England
Transfer, Paying and Conversion Agent
BANQUE INTERNATIONALE A LUXEMBOURG
69 route d'Esch
L-1470 Luxembourg
