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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 5, 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 November 12, 1997, Apache Corporation ("Apache") and its indirect
wholly-owned subsidiary, Apache Finance Pty Ltd ("Apache Finance"), filed a
Registration Statement (the "Registration Statement") on Form S-3 (Registration
Nos. 333-39973 and 333-39973-01) with the Securities and Exchange Commission
("SEC") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement, amended by Apache and Apache Finance on November 21,
1997 and declared effective by the SEC on November 24, 1997, covers debt
securities of Apache Finance, guaranteed by Apache, for delayed or continuous
offering pursuant to Rule 415 under the Act for an aggregate initial offering
price not to exceed $300 million. Reference is made to the Registration
Statement for further information concerning the terms of such debt securities
and the offering thereof. The debt securities will be issuable under an
indenture, to be dated December 9, 1997 (the "Indenture"), between Apache
Finance as Issuer, Apache as Guarantor, and The Chase Manhattan Bank as
Trustee. The form of the Indenture and the form of debt security are listed
under Item 7 as Exhibits 4.1 and 4.2, respectively, and are incorporated herein
by reference.
Pursuant to a Terms Agreement dated December 4, 1997 and the
Underwriting Agreement Basic Terms incorporated by reference therein
(collectively, the "Underwriting Agreement"), by and between Apache Finance,
Apache, and Salomon Brothers Inc., Chase Securities Inc., Citicorp Securities,
Inc. and UBS Securities LLC (the "Underwriters"), Apache Finance will issue to
the Underwriters, for offering to the public, U.S. $170,000,000 principal amount
of 6 1/2% global notes due 2007 (the "Notes") under the Debenture. As a result
of the issuance of the debt securities in the form of a global note, rights
under the global note will be able to be created for the holders of the
securities. The form of Underwriting Agreement is listed under Item 7 as
Exhibit 1.1 and is incorporated herein by reference.
Apache's press release relating to the Notes 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.
<TABLE>
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Exhibit No. Description
<S> <C>
1.1 Form of Underwriting Agreement (Debt Securities) - incorporated by
reference to Exhibit 1.1 to Amendment No. 1 to the Registration
Statement on Form S-3 of Apache Corporation and Apache Finance Pty
Ltd, Registration Nos. 333-39973 and 333-39973-01, filed November 21,
1997.
4.1 Form of Indenture among Apache Finance Pty Ltd, Apache Corporation
and The Chase Manhattan Bank, Trustee, governing the Debt Securities
(and the Guarantees) - incorporated by reference to Exhibit 4.1 to
Amendment No. 1 to the Registration Statement on Form S-3 of Apache
Corporation and Apache Finance Pty Ltd, Registration Nos. 333-39973
and 333-39973-01, filed November 21, 1997.
4.2 Form of Debt Security - incorporated by reference to Exhibit 4.2 to
Amendment No. 1 to the Registration Statement on Form S-3 of Apache
Corporation and Apache Finance Pty Ltd, Registration Nos. 333-39973
and 333-39973-01, filed November 21, 1997.
99.1* Press Release, dated December 5, 1997, "Apache Issues US $170 Million
of Ten-Year Notes".
</TABLE>
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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 8, 1997 /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili
Vice President and General Counsel
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INDEX TO EXHIBITS
Exhibit
Number
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99.1 Press Release dated 12/5/97, "Apache Issues US $170 million of
Ten-Year Notes."
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EXHIBIT 99.1
[Press Release]
[Apache Letterhead]
CONTACTS:
(MEDIA): TONY LENTINI (713) 296-6227
(INVESTOR): ROBERT DYE (713) 296-6662
(WEBSITE): WWW.APACHECORP.COM
FOR IMMEDIATE RELEASE
APACHE ISSUES US$170 MILLION OF 10-YEAR NOTES
Houston (December 5, 1997) -- Apache Corporation (NYSE: APA) today
announced that its Australian finance subsidiary has issued US$170 million
principal amount of 6-1/2 percent global notes that will mature on December 15,
2007. The notes are unconditionally guaranteed by Apache.
The company will have the right to redeem the notes prior to maturity,
subject to certain conditions. Interest is payable semi-annually, commencing
on June 15, 1998. Net proceeds from the sale will be employed to refinance
borrowings used to fund Apache's acquisition of certain Mobil Oil Corporation
properties in Australia and for general corporate purposes. Closing of the
offering is expected to occur on December 9, 1997.
Residents of Australia and "Associates" (as defined under the Income
Tax Assessment Act of 1936 of the Commonwealth of Australia) are prohibited
from acquiring any interest or rights in the notes.
Underwriters are Salomon Smith Barney; Chase Securities Inc.;
Citicorp Securities, Inc.; and UBS Securities. Copies of the prospectus
relating to the notes may be obtained from Salomon Smith Barney, Prospectus
Department, 7 World Trade Center, New York, New York 10048.
Apache Corporation is a large oil and gas independent with operations
in North America, Egypt, Western Australia, Poland, People's Republic of China,
Indonesia and Cote d'Ivoire. Its shares are traded on the New York and Chicago
stock exchanges.
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