<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 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 IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
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 CORPORATION
1996 SHARE PRICE APPRECIATION PLAN
CONDITIONAL GRANT AGREEMENT BETWEEN
APACHE CORPORATION AND PETROMODELS, INC.
CONDITIONAL GRANT AGREEMENT BETWEEN
APACHE CORPORATION AND THOMAS B. PATRICK
STOCK OPTION AGREEMENT BETWEEN
APACHE CORPORATION AND THOMAS B. PATRICK
(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 2,092,000 shares $33.06 $69,161,250 $20,958
value $1.25 per share,
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 April 28, 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 purposes of (i) registering 2,000,000
shares of Apache Common Stock, par value $1.25 per share ("Apache Common
Stock") for issuance under the terms of Apache's 1996 Share Price Appreciation
Plan, (ii) registering 54,000 shares of Apache Common Stock under the terms of
that certain Conditional Grant Agreement, made as of January 1, 1997, between
Apache and PetroModels, Inc., a consultant to Apache; (iii) registering 18,000
shares of Apache Common Stock under the terms of that certain Conditional Grant
Agreement, to be made as of May 1, 1997, between Apache and Thomas B. Patrick,
a consultant to Apache, and (iv) registering 20,000 shares of Apache Common
Stock under the terms of that certain Stock Option Agreement, to be made as of
May 1, 1997, between Apache and Thomas B. Patrick, a consultant to Apache.
<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) 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:
<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 11, 1996, effective May
2, 1996 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 on
Form 8-K/A to Apache's Current Report on Form 8-K, dated May 20, 1996,
Commission File No. 1-4300)
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 Rights Agreement, dated as of January 31, 1996, between Apache and
Norwest Bank Minnesota, N.A., rights agent, relating to the declaration
of a Rights dividend to the holders of Apache Common Stock of record on
January 31, 1996 (incorporated by reference to Exhibit (a) to Apache's
Registration Statement on Form 8-A, Commission File No. 1-4300)
4.7 Apache Corporation 1996 Share Price Appreciation Plan (incorporated by
reference to Appendix A to Apache's definitive 14A Proxy Statement,
Commission File No. 1-4300, filed March 28, 1997)
*4.8 Form of Conditional Grant Agreement, made as of January 1, 1997, between
Apache and PetroModels, Inc.
*4.9 Form of Conditional Grant Agreement, to be made as of May 1, 1997,
between Apache and Thomas B. Patrick
*4.10 Form of Stock Option Agreement, to be made as of May 1, 1997, between
Apache and Thomas B. Patrick
*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
</TABLE>
II - 4
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
*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
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.
II - 5
<PAGE> 8
(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.
(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: April 30, 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
Mark A. Jackson, 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) April 30, 1997
/s/ Mark A. Jackson Vice President and Chief
- ---------------------- Financial Officer
Mark A. Jackson (Principal Financial Officer) April 30, 1997
/s/ Thomas L. Mitchell Controller and Chief
- ---------------------- Accounting Officer
Thomas L. Mitchell (Principal Accounting Officer) April 30, 1997
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Frederick M. Bohen Director
- ---------------------------
Frederick M. Bohen April 30, 1997
/s/ Virgil B. Day Director
- ---------------------------
Virgil B. Day April 30, 1997
/s/ G. Steven Farris Director
- ---------------------------
G. Steven Farris April 30, 1997
/s/ Randolph M. Ferlic Director
- ---------------------------
Randolph M. Ferlic April 30, 1997
/s/ Eugene C. Fiedorek Director
- ---------------------------
Eugene C. Fiedorek April 30, 1997
/s/ W. Brooks Fields Director
- ---------------------------
W. Brooks Fields April 30, 1997
Director
- ---------------------------
Robert V. Gisselbeck April 30, 1997
/s/ Stanley K. Hathaway Director
- ---------------------------
Stanley K. Hathaway April 30, 1997
/s/ John A. Kocur Director
- ---------------------------
John A. Kocur April 30, 1997
/s/ George D. Lawrence, Jr. Director
- ---------------------------
George D. Lawrence, Jr. April 30, 1997
/s/ Mary Ralph Lowe Director
- ---------------------------
Mary Ralph Lowe April 30, 1997
/s/ Joseph A. Rice Director
- ---------------------------
Joseph A. Rice April 30, 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 11, 1996, effective May
2, 1996 (incorporated by reference to Exhibit 3.1 to Amendment No. 1 on
Form 8-K/A to Apache's Current Report on Form 8-K, dated May 20, 1996,
Commission File No. 1-4300)
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 Rights Agreement, dated as of January 31, 1996, between Apache and
Norwest Bank Minnesota, N.A., rights agent, relating to the declaration
of a Rights dividend to the holders of Apache Common Stock of record on
January 31, 1996 (incorporated by reference to Exhibit (a) to Apache's
Registration Statement on Form 8-A, Commission File No. 1-4300)
4.7 Apache Corporation 1996 Share Price Appreciation Plan (incorporated by
reference to Appendix A to Apache's definitive 14A Proxy Statement,
Commission File No. 1-4300, filed March 28, 1997)
*4.8 Form of Conditional Grant Agreement, made as of January 1, 1997,
between Apache and PetroModels, Inc.
*4.9 Form of Conditional Grant Agreement, to be made as of May 1, 1997,
between Apache and Thomas B. Patrick
*4.10 Form of Stock Option Agreement, to be made as of May 1, 1997, between
Apache and Thomas B. Patrick
*5.1 Opinion of legal counsel regarding legality of securities being
registered
*23.1 Consent of 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 4.8
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
CONDITIONAL GRANT AGREEMENT
BETWEEN APACHE CORPORATION AND PETROMODELS, INC.,
THIS CONDITIONAL GRANT AGREEMENT is made as of this 1st day of January, 1997
between APACHE CORPORATION, a Delaware corporation (together with its
Affiliated Corporations, except where the context otherwise requires, the
"Company"), and PETROMODELS, INC. (the "Consultant").
WITNESSETH: This Agreement evidences a Conditional Grant (as defined below) to
the Consultant under which entitlement to any payments shall vest only if one
or both of the Price Threshold Dates (as defined below) occurs, which payments
will be in increments in accordance with the provisions of this Agreement.
DEFINITIONS
"BOARD" means the Board of Directors of the Company or any authorized
committee thereof.
"CONDITIONAL GRANT" means the conditional entitlement, evidenced by this
Conditional Grant Agreement between the Company and the Consultant, to receive
all or a portion of an Initial Amount and Final Amount, subject to and in
accordance with the provisions of this Agreement.
"FAIR MARKET VALUE" means the closing price of the Stock as reported on
The New York Stock Exchange, Inc. Composite Transactions Reporting System for a
particular date. If there are no Stock transactions on such date, the Fair
Market Value shall be determined as of the immediately preceding date on which
there were Stock transactions.
"FINAL AMOUNT" means 30,000 shares of Stock, payable if and when vested in
increments in the form of shares of Stock, pursuant to Section 3 of this
Agreement.
"FINAL PRICE THRESHOLD DATE" means the last of any 10 trading days (which
need not be consecutive) during any period of 30 consecutive trading days
occurring prior to January 1, 2000, but not thereafter, on each of which 10
days the closing price of the Stock as reported on The New York Stock Exchange,
Inc. Composite Transactions Reporting System has equaled or
1
<PAGE> 2
exceeded $60 per share. If the above trading criteria is met more than once,
the first occurrence shall be deemed to be the Final Price Threshold Date.
"INITIAL AMOUNT" means 24,000 shares of Stock, payable if and when vested
in increments in the form of shares of Stock, pursuant to Section 2 of this
Agreement.
"INITIAL PRICE THRESHOLD DATE" means the last of any 10 trading days
(which need not be consecutive) during any period of 30 consecutive trading
days occurring prior to January 1, 2000, but not thereafter, on each of which
10 days the closing price of the Stock as reported on The New York Stock
Exchange, Inc. Composite Transactions Reporting System has equaled or exceeded
$50 per share. If the above trading criteria is met more than once, the first
occurrence shall be deemed to be the Initial Price Threshold Date.
"PRICE THRESHOLD DATE" means either the Initial Price Threshold Date or
the Final Price Threshold Date, as the context may require.
"STOCK" means the $1.25 par value Common Stock of the Company.
AGREEMENT
1. CONDITIONAL GRANT. Subject to the terms and conditions of this
Agreement, the Company hereby conditionally grants to the Consultant the right
to a conditional issuance of Stock following the occurrence of one or both of
the Price Threshold Dates, as set forth below.
(a) If at any time prior to January 1, 2000, the Initial Price
Threshold Date occurs, the Consultant may become entitled to receive a portion
or all of the Initial Amount payable in accordance with the payment schedule
and as otherwise set out in Section 2 of this Agreement.
(b) If at any time prior to January 1, 2000, the Final Price Threshold
Date occurs, the Consultant may become entitled to receive a portion or all of
the Final Amount payable in accordance with the payment schedule and as
otherwise set out in Section 3 of this Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE
FOREGOING CONDITIONAL GRANT SHALL BE SUBJECT TO THE APPROVAL AND RATIFICATION
OF THE APACHE CORPORATION 1996 SHARE PRICE APPRECIATION PLAN (THE "PLAN") BY
THE SHAREHOLDERS OF THE COMPANY AT THE COMPANY'S NEXT ANNUAL MEETING OF
SHAREHOLDERS OR AT AN EARLIER SPECIAL MEETING. THE FOREGOING CONDITIONAL GRANT
SHALL ALSO BE SUBJECT TO THE APPROVAL AND RATIFICATION BY THE BOARD. UPON
APPROVAL OF THE PLAN AS SET FORTH ABOVE, THE GRANT SHALL NO LONGER BE
CONDITIONED UPON SUCH APPROVALS, BUT SHALL REMAIN SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH HEREIN. IN THE EVENT THAT THE PLAN IS NOT APPROVED AS SET
FORTH ABOVE, THE GRANT SHALL BE NULL AND VOID, THIS AGREEMENT SHALL TERMINATE
WITHOUT FURTHER LIABILITY OF THE COMPANY AND THE CONSULTANT SHALL HAVE NO
FURTHER RIGHTS HEREUNDER.
2
<PAGE> 3
2. INITIAL AMOUNT PAYMENT. Subject to the provisions of Section 4 of this
Agreement, the Initial Amount shall be payable in increments strictly in
accordance with the following schedule:
(a) The entitlement to receive the first one-third (1/3) of the Initial
Amount shall vest on the Initial Price Threshold Date and shall be paid by the
Company to the Consultant within thirty (30) days of the Initial Price
Threshold Date in the manner set out in Section 2(c) below.
(b) The entitlement to receive the remainder of the Initial Amount
shall vest and become payable in equal parts on the dates occurring,
respectively, 18 months and 36 months from the Initial Price Threshold Date, as
set forth in Section 2(c) below. If any of the above dates is not a business
day during which the Company is open for business, the date shall be the first
business date occurring immediately thereafter.
(c) Each of the above payments shall be paid in the form of shares of
Stock to be issued to the Consultant. If either of the dates referenced in
2(b) above occurs on or after January 1, 2000, vesting and time of payment
shall be accelerated to as soon after January 1, 2000 as is administratively
practicable.
(d) No entitlement shall be payable under this Section 2 if the Initial
Price Threshold Date has not occurred prior to January 1, 2000.
3. FINAL AMOUNT. Subject to the provisions of Section 4 of this
Agreement, the entitlement to receive the Final Amount shall be payable in
increments strictly in accordance with the following schedule:
(a) The entitlement to receive the first one-third (1/3) of the Final
Amount shall vest on the Final Price Threshold Date and shall be paid by the
Company to the Consultant within thirty (30) days of the Final Price Threshold
Date in the manner set out in Section 3(c) below.
(b) The entitlement to receive the remainder of the Final Amount shall
vest and become payable on the dates occurring, respectively, 18 months and 36
months from the Final Price Threshold Date, as set forth in Section 3(c) below.
If any of the aforementioned payment dates is not a business day during which
the Company is open for business, the payment date shall be the first business
date occurring immediately thereafter.
(c) Each of the above payments shall be paid in the form of shares of
Stock to be issued to the Consultant. If either of the dates referenced in
2(b) above occurs on or after January 1, 2000, vesting and time of payment
shall be accelerated to as soon after January 1, 2000 as is administratively
practicable.
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<PAGE> 4
(d) No entitlement shall be payable under this Section 3 if the Final
Price Threshold Date has not occurred prior to January 1, 2000.
4. TERMINATION OF CONSULTING AGREEMENT. Except as set forth below, this
Conditional Grant and the right to receive any payment hereunder shall be
subject to the condition that the Consultant maintains that certain Consulting
Agreement effective January 1, 1997, between Consultant and Company in full
force and effect from the date of this Agreement until the applicable vesting
date as follows:
IF THE CONSULTANT VOLUNTARILY TERMINATES THE CONSULTING AGREEMENT, OR
IF THE CONSULTING AGREEMENT IS TERMINATED BY THE COMPANY FOR CAUSE OR
OTHERWISE, WHICH IN EITHER CASE MAY BE DONE ON 30 DAYS WRITTEN NOTICE,
ANY PORTION OF ANY CONDITIONAL GRANT NOT PREVIOUSLY VESTED IN
ACCORDANCE WITH SECTIONS 2 AND 3 SHALL THEREAFTER BE VOID FOR ALL
PURPOSES.
5. CERTAIN ADJUSTMENTS. If the Company shall at any time increase or
decrease the number of its outstanding shares of Stock or change in any way the
rights and privileges of such shares by means of a Stock dividend or any other
distribution upon such shares payable in Stock, or through a Stock split,
subdivision, consolidation, combination, reclassification or recapitalization
involving the Stock (hereinafter a "capital restructuring"), then for purposes
of determining the entitlement to payments under Sections 2 and 3 of this
Agreement, the Initial Amount and Final Amount shall be, in each case,
equitably and, if deemed appropriate, proportionally adjusted to take into
account any capital restructuring. Any adjustment under this Section shall be
made by the Board, whose determination with regard thereto shall be final and
binding upon all parties.
6. REORGANIZATION OR LIQUIDATION. In the event that the Company is merged
or consolidated with another corporation and the Company is not the surviving
corporation, or if all or substantially all of the assets or more than 20
percent of the outstanding Stock of the Company is acquired by any other
corporation, business entity or person, or in case of a reorganization (other
than a reorganization under the United States Bankruptcy Code) or liquidation
of the Company, and if the provisions of Section 7 hereof do not apply, the
Board, or the board of directors of any corporation assuming the obligations of
the Company, shall, as to the outstanding Conditional Grants either (i) make
appropriate provision for the adoption and continuation of this Agreement by
the acquiring or successor corporation and for the protection of any
outstanding Conditional Grants by the substitution on an equitable basis of
appropriate stock of the Company or of the merged, consolidated or otherwise
reorganized corporation which will be issuable with respect to the Stock,
provided that no additional benefits shall be conferred upon the Consultant
holding this Conditional Grant as a result of such substitution, or (ii)
provided that a Price Threshold Date has occurred, upon written notice to the
Consultants, the Board may accelerate the vesting and payment dates of the
entitlement to Stock under outstanding Conditional Grants so that all such
existing entitlements are paid prior to any such event. In the latter event,
such acceleration shall only apply to entitlements to Stock payable as the
result of the occurrence of the most recent Price Threshold Date and shall not
by such
4
<PAGE> 5
acceleration, deem the occurrence of a Price Threshold Date that has not
occurred by the date of the notice.
7. CHANGE IN CONTROL.
(a) IN GENERAL. In the event of a change in control of the Company
as defined in Section 7(c) hereof, then the Board may, in its sole discretion,
without obtaining Stockholder approval, to the extent permitted in Section 11
hereof, take any or all of the following actions assuming the occurrence of a
Price Threshold Date: (i) accelerate the vesting and payment dates of the
entitlement to receive Stock under any outstanding Conditional Grant so that
all existing entitlements become fully payable, which acceleration may be
conditional upon the occurrence of subsequent events including, without
limitation, a change in control, and may be made irrevocable, either
conditionally or unconditionally; (ii) pay cash to Consultant in exchange for
the cancellation of Consultant's outstanding Conditional Grants in an amount
equal to the Fair Market Value of the Stock to which Consultant has a
conditional entitlement under such Conditional Grants at the date of the
cancellation of the Conditional Grants; and (iii) make any other adjustments or
amendments to the outstanding Conditional Grants as the Board deems
appropriate.
(b) LIMITATION ON PAYMENTS. If the provisions of this Section 7 would
result in the receipt by any Consultant of a payment within the meaning of
Section 280G or any successor section(s) of the Internal Revenue Code, and the
regulations promulgated thereunder, and if the receipt of such payment by any
Consultant would, in the opinion of independent tax counsel of recognized
standing selected by the Company, result in the payment by such Consultant of
any excise tax provided for in Sections 280G and 4999 or any successor
section(s) of the Internal Revenue Code, then the amount of such payment shall
be reduced to the extent required, in the opinion of independent tax counsel,
to prevent the imposition of such excise tax; provided, however, that the
Board, in its sole discretion, may authorize the payment of all or any portion
of the amount of such reduction to the Consultant.
(c) DEFINITION. For purposes of this Agreement, a "change in control"
shall mean any of the events specified in the Company's Income Continuance Plan
or any successor Plan which constitute a change in control within the meaning
of such Plan.
8. RIGHTS OF CONSULTANT.
(a) RETENTION OF CONSULTANT. Nothing contained in this Agreement shall
confer upon the Consultant any right with respect to the continuation of the
Consulting Agreement with the Company or any Affiliated Corporation, or
interfere in any way with the right of the Company or any Affiliated
Corporation, subject to the terms of the Consulting Agreement to the contrary,
at any time to terminate such Consulting Agreement or to increase or decrease
the level of the Consultant's compensation from the level in existence at the
date of this Agreement.
5
<PAGE> 6
(b) NONTRANSFERABILITY. No right or interest of the Consultant in this
Conditional Grant shall be assignable or Consultant.
9. GENERAL RESTRICTIONS.
(a) INVESTMENT REPRESENTATIONS. The Company may require the
Consultant, as a condition of receiving shares of Stock issued under this
Conditional Grant, to give written assurances in substance and form
satisfactory to the Company and its counsel to the effect that such person is
acquiring the Stock subject to this Conditional Grant for his own account for
investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws.
(b) COMPLIANCE WITH SECURITIES LAWS. This Conditional Grant shall be
subject to the requirement that, if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares of
Stock subject to this Conditional Grant upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental or
regulatory body, is necessary as a condition of, or in connection with, the
issuance of shares of Stock thereunder, this Conditional Grant may not be
payable in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on conditions
acceptable to the Board. Nothing herein shall be deemed to require the Company
to apply for or to obtain such listing, registration, qualification, consent or
approval.
10. REQUIREMENTS OF LAW. The issuance of Stock pursuant to this
Conditional Grant shall be subject to all applicable laws, rules and
regulations. This Conditional Grant Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
11. EXPIRATION OF THIS AGREEMENT. This Agreement shall terminate and be
of no force or effect if the Initial Price Threshold Date does not occur prior
to January 1, 2000.
12. MISCELLANEOUS.
(a) NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be given by first class, registered or
certified mail, postage prepaid, or by personal delivery to the appropriate
party, addressed:
(i) If to the Company, to Apache Corporation at its principal
place of business at 2000 Post Oak Boulevard, Suite 100, Houston, Texas
77056-4400 (Attention: Office of the Secretary) or at such other address as
may have been furnished to the Consultant in writing by the Company; or
(ii) If to the Consultant, at the address indicated below the
Consultant's signature, or at such other address as may have been furnished to
the Company by the Consultant.
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<PAGE> 7
Any such notice shall be deemed to have been given as of the second day
after deposit in the United States Postal Service, postage prepaid, properly
addressed as set forth above, in the case of mailed notice, or as of the date
delivered in the case of personal delivery.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
APACHE CORPORATION
---------------------------------------
G. Steven Farris
President and Chief Operating Officer
CONSULTANT
PETROMODELS, INC.
---------------------------------------
By:
---------------------------------
Title:
---------------------------------
---------------------------------------
PetroModels' Tax Identification Number
---------------------------------------
Mailing Address
---------------------------------------
City, State, Zip Code
7
<PAGE> 1
EXHIBIT 4.9
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
CONDITIONAL GRANT AGREEMENT
BETWEEN APACHE CORPORATION AND THOMAS B. PATRICK
THIS CONDITIONAL GRANT AGREEMENT is made as of this 1st day of May, 1997
between APACHE CORPORATION, a Delaware corporation (together with its
Affiliated Corporations, except where the context otherwise requires, the
"Company"), and THOMAS B. PATRICK (the "Consultant").
WITNESSETH: This Agreement evidences a Conditional Grant (as defined below) to
the Consultant under which entitlement to any payments shall vest only if one
or both of the Price Threshold Dates (as defined below) occurs, which payments
will be in increments in accordance with the provisions of this Agreement.
DEFINITIONS
"BOARD" means the Board of Directors of the Company or any authorized
committee thereof.
"CONDITIONAL GRANT" means the conditional entitlement, evidenced by this
Conditional Grant Agreement between the Company and the Consultant, to receive
all or a portion of an Initial Amount and Final Amount, subject to and in
accordance with the provisions of this Agreement.
"CONSULTING AGREEMENT" means that certain Consulting Agreement by and
between Thomas B. Patrick and the Company dated August 7, 1996, as amended.
"FAIR MARKET VALUE" means the closing price of the Stock as reported on
The New York Stock Exchange, Inc. Composite Transactions Reporting System for a
particular date. If there are no Stock transactions on such date, the Fair
Market Value shall be determined as of the immediately preceding date on which
there were Stock transactions.
"FINAL AMOUNT" means 10,000 shares of Stock, payable if and when vested in
increments in the form of shares of Stock, pursuant to Section 3 of this
Agreement.
"FINAL PRICE THRESHOLD DATE" means the last of any 10 trading days (which
need not be consecutive) during any period of 30 consecutive trading days
occurring prior to January 1, 2000,
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<PAGE> 2
but not thereafter, on each of which 10 days the closing price of the Stock as
reported on The New York Stock Exchange, Inc. Composite Transactions Reporting
System has equaled or exceeded $60 per share. If the above trading criteria
is met more than once, the first occurrence shall be deemed to be the Final
Price Threshold Date.
"INITIAL AMOUNT" means 8,000 shares of Stock, payable if and when vested
in increments in the form of shares of Stock, pursuant to Section 2 of this
Agreement.
"INITIAL PRICE THRESHOLD DATE" means the last of any 10 trading days
(which need not be consecutive) during any period of 30 consecutive trading
days occurring prior to January 1, 2000, but not thereafter, on each of which 10
days the closing price of the Stock as reported on The New York Stock Exchange,
Inc. Composite Transactions Reporting System has equaled or exceeded $50 per
share. If the above trading criteria is met more than once, the first
occurrence shall be deemed to be the Initial Price Threshold Date.
"PRICE THRESHOLD DATE" means either the Initial Price Threshold Date or
the Final Price Threshold Date, as the context may require.
"STOCK" means the $1.25 par value Common Stock of the Company.
AGREEMENT
1. CONDITIONAL GRANT. Subject to the terms and conditions of this
Agreement, the Company hereby conditionally grants to the Consultant the right
to a conditional issuance of Stock following the occurrence of one or both of
the Price Threshold Dates, as set forth below.
(a) If at any time prior to January 1, 2000, the Initial Price
Threshold Date occurs, the Consultant may become entitled to receive a portion
or all of the Initial Amount payable in accordance with the payment schedule
and as otherwise set out in Section 2 of this Agreement.
(b) If at any time prior to January 1, 2000, the Final Price Threshold
Date occurs, the Consultant may become entitled to receive a portion or all of
the Final Amount payable in accordance with the payment schedule and as
otherwise set out in Section 3 of this Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, THE
FOREGOING CONDITIONAL GRANT SHALL BE SUBJECT TO THE APPROVAL AND RATIFICATION
OF THE APACHE CORPORATION 1996 SHARE PRICE APPRECIATION PLAN (THE "PLAN") BY
THE SHAREHOLDERS OF THE COMPANY. THE FOREGOING CONDITIONAL GRANT SHALL ALSO BE
SUBJECT TO THE APPROVAL AND RATIFICATION BY THE BOARD. UPON THE APPROVALS SET
FORTH ABOVE, THE GRANT SHALL NO LONGER BE CONDITIONED UPON SUCH APPROVAL, BUT
SHALL REMAIN SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IN THE
EVENT THAT THE PLAN IS NOT APPROVED AS SET FORTH ABOVE,
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<PAGE> 3
THE GRANT SHALL BE NULL AND VOID, THIS AGREEMENT SHALL TERMINATE WITHOUT
FURTHER LIABILITY OF THE COMPANY AND THE CONSULTANT SHALL HAVE NO FURTHER
RIGHTS HEREUNDER.
2. INITIAL AMOUNT PAYMENT. Subject to the provisions of Section 4 of this
Agreement, the Initial Amount shall be payable in increments strictly in
accordance with the following schedule:
(a) The entitlement to receive the first one-third (1/3) of the Initial
Amount shall vest on the Initial Price Threshold Date and shall be paid by the
Company to the Consultant within thirty (30) days of the Initial Price
Threshold Date in the manner set out in Section 2(c) below.
(b) The entitlement to receive the remainder of the Initial Amount
shall vest and become payable in equal parts on the dates occurring,
respectively, 18 months and 36 months from the Initial Price Threshold Date, as
set forth in Section 2(c) below. If any of the above dates is not a business
day during which the Company is open for business, the date shall be the first
business date occurring immediately thereafter.
(c) Each of the above payments shall be paid in the form of shares of
Stock to be issued to the Consultant. If either of the dates referenced in
2(b) above occurs on or after May 1, 2000, vesting and time of payment shall be
accelerated to as soon after May 1, 2000 as is administratively practicable.
(d) No entitlement shall be payable under this Section 2 if the Initial
Price Threshold Date has not occurred prior to January 1, 2000.
3. FINAL AMOUNT. Subject to the provisions of Section 4 of this
Agreement, the entitlement to receive the Final Amount shall be payable in
increments strictly in accordance with the following schedule:
(a) The entitlement to receive the first one-third (1/3) of the Final
Amount shall vest on the Final Price Threshold Date and shall be paid by the
Company to the Consultant within thirty (30) days of the Final Price Threshold
Date in the manner set out in Section 3(c) below.
(b) The entitlement to receive the remainder of the Final Amount shall
vest and become payable on the dates occurring, respectively, 18 months and 36
months from the Final Price Threshold Date, as set forth in Section 3(c) below.
If any of the aforementioned payment dates is not a business day during which
the Company is open for business, the payment date shall be the first business
date occurring immediately thereafter.
(c) Each of the above payments shall be paid in the form of shares of
Stock to be issued to the Consultant. If either of the dates referenced in
2(b) above occurs on or after
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<PAGE> 4
May 1, 2000, vesting and time of payment shall be accelerated to as soon after
May 1, 2000 as is administratively practicable.
(d) No entitlement shall be payable under this Section 3 if the Final
Price Threshold Date has not occurred prior to January 1, 2000.
4. TERMINATION OF CONSULTING AGREEMENT. Except as set forth below, this
Conditional Grant and the right to receive any payment hereunder shall be
subject to the condition that the Consultant maintains that certain Consulting
Agreement effective August 7, 1996, between Consultant and Company in full
force and effect from the date of this Agreement until the applicable vesting
date as follows:
(a) IF THE CONSULTANT VOLUNTARILY TERMINATES THE CONSULTING AGREEMENT,
OR IF THE CONSULTING AGREEMENT IS TERMINATED BY THE COMPANY FOR CAUSE, WHICH IN
EITHER CASE MAY BE DONE ON 30 DAYS WRITTEN NOTICE, ANY PORTION OF ANY
CONDITIONAL GRANT NOT PREVIOUSLY VESTED IN ACCORDANCE WITH SECTIONS 2 AND 3
SHALL THEREAFTER BE VOID FOR ALL PURPOSES.
(b) IF CONSULTANT DIES, OR IF CONSULTANT BECOMES DISABLED SO THAT
CONSULTANT IS UNABLE TO PERFORM TO THE SATISFACTION OF THE COMPANY THE SERVICES
REQUIRED UNDER THE CONSULTING AGREEMENT, DURING THE TERM OF THE CONSULTING
AGREEMENT, PAYMENT IN STOCK IN ACCORDANCE WITH SECTIONS 2 AND 3, AS APPLICABLE,
SHALL BE MADE TO CONSULTANT OR TO THOSE ENTITLED UNDER CONSULTANT'S WILL OR BY
THE LAWS OF DESCENT AND DISTRIBUTION, PROVIDED THAT THE APPLICABLE PRICE
THRESHOLD DATE OCCURRED PRIOR TO THE EARLIER OF CONSULTANT'S DISABILITY OR
DEATH. IN ANY SUCH EVENT ALL ACCRUED BUT UNVESTED SHARES RELATING TO A
PREVIOUSLY ACHIEVED PRICE THRESHOLD DATE SHALL BE PAID. THERE SHALL BE NO
ENTITLEMENT TO ANY PAYMENT WHICH MAY ARISE DUE TO THE OCCURRENCE OF A PRICE
THRESHOLD DATE AFTER THE EARLIER OF CONSULTANT'S DISABILITY OR DEATH.
5. CERTAIN ADJUSTMENTS. If the Company shall at any time increase or
decrease the number of its outstanding shares of Stock or change in any way the
rights and privileges of such shares by means of a Stock dividend or any other
distribution upon such shares payable in Stock, or through a Stock split,
subdivision, consolidation, combination, reclassification or recapitalization
involving the Stock (hereinafter a "capital restructuring"), then for purposes
of determining the entitlement to payments under Sections 2 and 3 of this
Agreement, the Initial Amount and Final Amount shall be, in each case,
equitably and, if deemed appropriate, proportionally adjusted to take into
account any capital restructuring. Any adjustment under this Section shall be
made by the Company, whose determination with regard thereto shall be final and
binding upon all parties.
6. REORGANIZATION OR LIQUIDATION. In the event that the Company is merged
or consolidated with another corporation and the Company is not the surviving
corporation, or if all or substantially all of the assets or more than 20
percent of the outstanding Stock of the Company is acquired by any other
corporation, business entity or person, or in case of a reorganization
4
<PAGE> 5
(other than a reorganization under the United States Bankruptcy Code) or
liquidation of the Company, and if the provisions of Section 7 hereof do not
apply, the Company, or the board of directors of any corporation assuming the
obligations of the Company, shall, as to the outstanding Conditional Grants
either (i) make appropriate provision for the adoption and continuation of this
Agreement by the acquiring or successor corporation and for the protection of
any outstanding Conditional Grants by the substitution on an equitable basis of
appropriate stock of the Company or of the merged, consolidated or otherwise
reorganized corporation which will be issuable with respect to the Stock,
provided that no additional benefits shall be conferred upon the Consultant
holding this Conditional Grant as a result of such substitution, or (ii)
provided that a Price Threshold Date has occurred, upon written notice to the
Consultants, the Company may accelerate the vesting and payment dates of the
entitlement to Stock under outstanding Conditional Grants so that all such
existing entitlements are paid prior to any such event. In the latter event,
such acceleration shall only apply to entitlements to Stock payable as the
result of the occurrence of the most recent Price Threshold Date and shall not
by such acceleration, deem the occurrence of a Price Threshold Date that has
not occurred by the date of the notice.
7. CHANGE IN CONTROL.
(a) IN GENERAL. In the event of a change in control of the Company as
defined in Section 7(c) hereof, then the Board may, in its sole discretion,
without obtaining Stockholder approval, take any or all of the following
actions assuming the occurrence of a Price Threshold Date: (i) accelerate the
vesting and payment dates of the entitlement to receive Stock under any
outstanding Conditional Grant so that all existing entitlements become fully
payable, which acceleration may be conditional upon the occurrence of
subsequent events including, without limitation, a change in control, and may
be made irrevocable, either conditionally or unconditionally; (ii) pay cash to
Consultant in exchange for the cancellation of Consultant's outstanding
Conditional Grants in an amount equal to the Fair Market Value of the Stock to
which Consultant has a conditional entitlement under such Conditional Grants at
the date of the cancellation of the Conditional Grants; and (iii) make any
other adjustments or amendments to the outstanding Conditional Grants as the
Company deems appropriate.
(b) LIMITATION ON PAYMENTS. If the provisions of this Section 7 would
result in the receipt by any Consultant of a payment within the meaning of
Section 280G or any successor section(s) of the Internal Revenue Code, and the
regulations promulgated thereunder, and if the receipt of such payment by any
Consultant would, in the opinion of independent tax counsel of recognized
standing selected by the Company, result in the payment by such Consultant of
any excise tax provided for in Sections 280G and 4999 or any successor
section(s) of the Internal Revenue Code, then the amount of such payment shall
be reduced to the extent required, in the opinion of independent tax counsel,
to prevent the imposition of such excise tax; provided, however, that the
Company, in its sole discretion, may authorize the payment of all or any
portion of the amount of such reduction to the Consultant.
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<PAGE> 6
(c) DEFINITION. For purposes of this Agreement, a "change in control"
shall mean any of the events specified in the Company's Income Continuance Plan
or any successor Plan which constitute a change in control within the meaning
of such Plan.
8. RIGHTS OF CONSULTANT.
(a) RETENTION OF CONSULTANT. Nothing contained in this Agreement shall
confer upon the Consultant any right with respect to the continuation of the
Consulting Agreement with the Company or any Affiliated Corporation, or
interfere in any way with the right of the Company or any Affiliated
Corporation, subject to the terms of the Consulting Agreement to the contrary,
at any time to terminate such Consulting Agreement or to increase or decrease
the level of the Consultant's compensation from the level in existence at the
date of this Agreement.
(b) NONTRANSFERABILITY. No right or interest of the Consultant in this
Conditional Grant shall be assignable by Consultant.
9. GENERAL RESTRICTIONS.
(a) INVESTMENT REPRESENTATIONS. The Company may require the
Consultant, as a condition of receiving shares of Stock issued under this
Conditional Grant, to give written assurances in substance and form
satisfactory to the Company and its counsel to the effect that such person is
acquiring the Stock subject to this Conditional Grant for his own account for
investment and not with any present intention of selling or otherwise
distributing the same, and to such other effects as the Company deems necessary
or appropriate in order to comply with federal and applicable state securities
laws.
(b) COMPLIANCE WITH SECURITIES LAWS. This Conditional Grant shall be
subject to the requirement that, if at any time counsel to the Company shall
determine that the listing, registration or qualification of the shares of
Stock subject to this Conditional Grant upon any securities exchange or under
any state or federal law, or the consent or approval of any governmental or
regulatory body, is necessary as a condition of, or in connection with, the
issuance of shares of Stock thereunder, this Conditional Grant may not be
payable in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained on conditions
acceptable to the Company. Nothing herein shall be deemed to require the
Company to apply for or to obtain such listing, registration, qualification,
consent or approval.
10. REQUIREMENTS OF LAW. The issuance of Stock pursuant to this
Conditional Grant shall be subject to all applicable laws, rules and
regulations. This Conditional Grant Agreement shall be construed in accordance
with and governed by the laws of the State of Texas.
11. EXPIRATION OF THIS AGREEMENT. This Agreement shall terminate and be
of no force or effect if the Initial Price Threshold Date does not occur prior
to January 1, 2000.
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<PAGE> 7
12. MISCELLANEOUS.
(a) NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be given by first class, registered or
certified mail, postage prepaid, or by personal delivery to the appropriate
party, addressed:
(i) If to the Company, to Apache Corporation at its principal
place of business at 2000 Post Oak Boulevard, Suite 100, Houston, Texas
77056-4400 (Attention: Office of the Secretary) or at such other address as
may have been furnished to the Consultant in writing by the Company; or
(ii) If to the Consultant, at the address indicated below the
Consultant's signature, or at such other address as may have been furnished to
the Company by the Consultant.
Any such notice shall be deemed to have been given as of the second day
after deposit in the United States Postal Service, postage prepaid, properly
addressed as set forth above, in the case of mailed notice, or as of the date
delivered in the case of personal delivery.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
APACHE CORPORATION
-------------------------------------------
Floyd R. Price
Vice President - International Exploration
and Production
CONSULTANT
-------------------------------------------
Thomas B. Patrick
-------------------------------------------
Social Security Number
-------------------------------------------
Address
-------------------------------------------
City, State, Zip Code
7
<PAGE> 1
EXHIBIT 4.10
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
APACHE CORPORATION
STOCK OPTION AGREEMENT
THIS AGREEMENT is made as of this 1st day of May, 1997 between APACHE
CORPORATION, a Delaware corporation (together with its Affiliated Corporations,
except where the context otherwise requires, the "Company"), and THOMAS B.
PATRICK ("Patrick"). Capitalized terms shall have the meaning set herein.
DEFINITIONS
The following terms shall have the meanings set forth below:
(a) "Affiliated Corporation" means any corporation or other entity
(including but not limited to a partnership) which is affiliated with Apache
Corporation through stock ownership or otherwise and is treated as a common
employer under the provisions of Sections 414(b) and (c) or any successor
section(s) of the Internal Revenue Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Consulting Agreement" means that certain Consulting Agreement by and
between Thomas B. Patrick and the Company dated August 7, 1996, as amended.
(d) "Fair Market Value" means the closing price of the Stock as reported
on the New York Stock Exchange, Inc. Composite Transactions Reporting System
for a particular date. If there are no Stock transactions on such date, the
Fair Market Value shall be determined as of the immediately preceding date on
which there were Stock transactions.
(e) "Internal Revenue Code" means the Internal Revenue Code of 1986, as it
may be amended from time to time.
(f) "Option" means a right to purchase Stock at a stated price for a
specified period of time. All Options granted under this Agreement shall be
Options which are not "incentive stock options" as described in Section 422 or
any successor section(s) of the Internal Revenue Code.
(g) "Option Price" means the price at which shares of Stock subject to an
Option may be purchased, determined in accordance with subsection 7.2(b)
hereof.
(h) "Stock" means the $1.25 par value Common Stock of the Company.
<PAGE> 2
TERMS AND CONDITIONS
1. Grant of Option. Subject to the terms and conditions of this
Agreement, the Company hereby grants to Patrick an option (the "Option") to
purchase 20,000 shares Stock at a price per share of $* (the "Option Price").
The Option is not intended to qualify as an incentive stock option under
Section 422 or any successor section(s) of the Internal Revenue Code.
Notwithstanding anything to the contrary set forth in this Agreement, the grant
of the foregoing Option shall become unconditional, subject to the vesting,
termination and forfeiture provisions set forth herein.
2. Vesting. The Option shall become exercisable in increments after each
of the first three years of continuous service pursuant to the Consulting
Agreement after the date of this Agreement (defined as the "Vesting Schedule"),
as follows:
<TABLE>
<CAPTION>
Required Number of Years Cumulative Proportion of Shares of
of Continuous Consulting Service after Stock Exercisable
the Date of this after Such Period
Agreement of Continuous Consulting Service
- ----------------------------------------- -------------------------------------
<S> <C>
1 33 percent
2 67 percent
3 100 percent
</TABLE>
Except as set forth in Sections 5 or 6 hereof, the Option shall not be
exercisable as to any shares of Stock as to which the continuous consulting
service requirement shall not be satisfied, regardless of the circumstances
which under Patrick's service for the Company shall be terminated. The number
of shares of Stock as to which the Option may be exercised shall be cumulative,
as indicated above, so that once the Option shall become exercisable as to any
shares of Stock it shall continue to be exercisable as to such shares of Stock
until expiration or termination of the Option as provided in Section 7 hereof.
3. Method for Exercising the Option. The Option may be exercised only by
delivery in person or through certified or registered mail, to the Company at
its principal office in Houston, Texas (Attention: Office of the Secretary) of
written notice specifying the Option that is being exercised and the number of
shares of Stock with respect to which the Option is being exercised. The
notice must be accompanied by payment of the total Option Price. At the
request of the Company, such notice shall contain Patrick's representation that
he is purchasing such Stock for investment purposes only and his agreement not
to sell or distribute any
- ------------------
* The closing price of the Stock as reported on The New York Stock Exchange,
Inc. Composite Transactions Reporting System on the date of grant.
-2-
<PAGE> 3
Stock purchased pursuant to the Option in any manner
or to take any other action with respect to any Stock purchased pursuant to
the Option that is in violation of the Securities Act of 1933, as
amended, or any applicable state law. Patrick acknowledges that all
certificates representing shares of Stock acquired pursuant to the Option may
have affixed thereto a restrictive legend to evidence the requirement for
compliance with the Securities Act of 1933, as amended, and any applicable
state securities laws. If the shares of Stock acquired pursuant to this Option
are not issued in a registered transaction, the following legend shall be
printed on all certificates representing such shares of Stock:
The shares represented by this Certificate are "restricted
securities" as defined in Rule 144 under the Securities Act of
1933, as amended, and may not be sold or transferred except in
transactions which comply with Rule 144 or, in the opinion of
counsel acceptable to the issuer, are exempt therefrom.
The purchase of such Stock shall take place at the principal offices of
the Company upon delivery of the notice of exercise, at which time the total
Option Price for the Stock shall be paid in full by any of the following
methods or any combination of the following methods:
(a) In cash or by personal, certified or cashier's check payable to the
order of Apache Corporation;
(b) The delivery to the Company of certificates representing a number of
shares of Stock then owned by Patrick, the Fair Market Value of which equals
the Option Price of the Stock purchased pursuant to the Option, properly
endorsed for transfer to the Company; provided, however, that no Option may be
exercised by delivery to the Company of certificates representing Stock, unless
such Stock has been held by Patrick for more than six months; for purposes of
this Agreement, the Fair Market Value of any shares of Stock delivered in
payment of the Option Price upon exercise of the Option shall be the Fair
Market Value as of the Exercise Date; or
(c) By delivery to the Company of a properly executed notice of exercise
together with irrevocable instructions to a broker to deliver to the Company
promptly the amount of the proceeds of the sale of all or a portion of the
Stock or of a loan from the broker to Patrick necessary to pay the Option
Price, in each case in a form satisfactory to the Office of the Secretary.
Upon such notice to the Office of the Secretary and payment of the total
Option Price, the exercise of the Option shall be deemed to be effective, and a
properly executed certificate or certificates representing the Stock so
purchased shall be issued by the Company and delivered to Patrick. If
certificates representing Stock are used to pay all or part of the Option
Price, separate certificates for the same number of shares of Stock shall be
issued and delivered to Patrick representing each certificate used to pay the
Option Price, and an additional certificate shall be issued and delivered to
Patrick representing the additional shares of Stock, in excess of the Option
Price, to which Patrick is entitled as a result of the exercise of the Option.
-3-
<PAGE> 4
4. Adjustment of the Option.
(a) Adjustment by Stock Split, Stock Dividend, Etc. If at any time the
Company increases or decreases the number of its outstanding shares of Stock,
or changes in any way the rights and privileges of such shares of Stock, by
means of the payment of a Stock dividend or the making of any other
distribution on such shares payable in Stock, or though a stock split or
subdivision of shares of Stock, or a consolidation or combination of shares of
Stock, or through a reclassification or recapitalization involving the Stock,
the numbers, rights and privileges of the shares of Stock included in the
Option shall be increased, decreased or changed in like manner as if such
shares of Stock had been issued and outstanding, fully paid and non-assessable
at the time of such occurrence.
(b) Dividends Payable in Stock of Another Corporation, Etc. If at any
time the Company pays or makes any dividend or other distribution upon the
Stock payable in securities or other property (except money or Stock), a
proportionate part of such securities or other property shall be set aside and
delivered to Patrick upon issuance of Stock purchased at the time of the
exercise of the Option. The securities and other property delivered to Patrick
upon exercise of the Option shall be in the same ratio to the total securities
and property set aside for Patrick as the number of shares of Stock with
respect to which the Option is then exercised is to the total shares of Stock
subject to the Option. Prior to the time that any such securities or other
property are delivered to Patrick in accordance with the foregoing, the Company
shall be the owner of such securities or other property and shall have the
right to vote the securities, receive any dividends payable on such securities,
and in all other respects shall be treated as the owner. If securities or
other property which have been set aside by the Company in accordance with this
Section 4 are not delivered to Patrick because the Option is not exercised,
then such securities or other property shall remain the property of the Company
and shall be dealt with by the Company as it shall determine in its sole
discretion.
(c) Other Changes in Stock. In the event there shall be any change,
other than as specified in Subsections 4 (a) and (b) hereof, in the number or
kind of outstanding shares of Stock or of any stock or other securities into
which the Stock shall be changed or for which it shall have been exchanged,
then and if the Company shall in its discretion determine that such change
equitably requires an adjustment in the number or kind of shares subject to the
Option, such adjustments shall be made by the Company and shall be effective
for all purposes of this Agreement.
(d) Apportionment of Option Price. Upon any occurrence described in
Subsections 4 (a), (b) and (c) hereof, the aggregate Option Price for the
shares of Stock then subject to the Option shall remain unchanged and shall be
apportioned ratably over the increased or decreased number or changed kinds of
securities or other properties subject to the Option.
-4-
<PAGE> 5
(e) Rights to Subscribe. If at any time the Company grants, to the
holders of its Stock, rights to subscribe pro rata for additional shares of
Stock or for any other securities of the Company or of any other corporation,
there shall then be reserved with respect to the number of shares subject to
the Option, the Stock or other securities for which Patrick would have been
entitled to subscribe if immediately prior to such grant Patrick had exercised
his entire Option. If, upon exercise of the Option, Patrick subscribes for the
additional Stock or other securities, the Option Price shall be increased by
the amount of the price that would have been payable by Patrick for such
additional Stock or other securities.
5. Reorganization. If the provisions of Section 6 hereof do not apply and
if the Company is merged or consolidated with another corporation and the
Company is not the surviving corporation, or if all or substantially all of the
assets or more than 20 percent of the outstanding voting stock of the Company
is acquired by any other corporation, entity or person, or in case of a
reorganization (other than a reorganization under the United States Bankruptcy
Code) or upon the liquidation of the Company, the Company or the board of
directors of any corporation assuming the obligations of the Company, shall, as
to the unexercised portion of the Option, either (a) make appropriate provision
for the protection of the Option, by the substitution on an equitable basis of
appropriate stock of the Company or of the merged, consolidated or otherwise
reorganized corporation which will be issuable with respect to the Stock,
provided that no additional benefits shall be conferred upon Patrick as a
result of such substitution, and the excess of the aggregate Fair Market Value
of the shares subject to the Option immediately after such substitution over
the Option Price thereof is not more than the excess of the aggregate Fair
Market Value of the shares of Stock subject to the Option immediately before
such substitution over the Option Price thereof, or (b) upon written notice to
Patrick, provide that the unexercised portion of the Option shall be exercised
within a specified number of days of the date of such notice or the Option will
be terminated. In the latter event, the Company shall accelerate the exercise
dates of the Option so that the Option becomes fully exercisable prior to any
such event.
6. Change in Control.
(a) Effect of Change in Control on Option. Notwithstanding any other
provision of this Agreement to the contrary, in the event of a change in
control of the Company as defined in Subsection 6(c) hereof, the Company may,
in its sole discretion, without obtaining stockholder approval, take any or all
the following actions: (i) accelerate the exercise dates of the Option or make
the Option fully vested and exercisable; (ii) grant a cash bonus award to
Patrick equal to the amount necessary to pay the Option Price for all or any
portion of the Option; (iii) pay cash to Patrick in exchange for the
cancellation of the Option in an amount equal to the difference between the
Option Price and the greater of the tender offer price for underlying Stock or
the Fair Market Value of the Stock on the date of the cancellation of the
Option; and (iv) make any other adjustment or amendment to the Option, subject
to the provisions of Subsection 10(b) hereof.
-5-
<PAGE> 6
(b) Limitation on Payments. If the provisions of this Section 6 would
result in the receipt by Patrick of a payment within the meaning of Section
280G or any successor section(s) of the Internal Revenue Code and the
regulations promulgated thereunder and if the receipt of such payment by
Patrick would, in the opinion of independent tax counsel of recognized standing
selected by the Company, result in the payment by Patrick of any excise tax
provided for in Sections 280G and 4999 or any successor section(s) of the
Internal Revenue Code, then the amount of such payment shall be reduced to the
extent required, in the opinion of such independent tax counsel, to prevent the
imposition of such excise tax; provided, however, that the Company, in its sole
discretion, may authorize the payment of all or any portion of the amount of
such reduction to Patrick.
(c) Definitions. For purposes of this Agreement, a "change in control"
shall mean any of the events specified in the Apache Corporation Income
Continuance Plan or any successor plan(s) which constitute a change in control
within the meaning of such plan.
7. Expiration and Termination of the Option. The Option shall expire five
years from the date of this Agreement (the period from the date of this
Agreement to the expiration date is defined as the "Option Period") or prior to
such time as follows:
(a) If the Consulting Agreement is terminated by the Company within the
Option Period for cause, as defined in the Consulting Agreement, the Option
shall thereafter be void for all purposes.
(b) If Patrick dies, or if Patrick becomes disabled (such that Patrick
is unable to provide the services required under the Consulting Agreement),
during the Option Period or within the three-month period referred to in
Subsection 7(c) hereof, the Option may be exercised by Patrick, or those
entitled to do so under Patrick's will or by the laws of descent and
distribution, as the case may be, within twelve months following Patrick's
death or disability, (provided that such exercise must occur within the Option
Period), but not thereafter. In any such case, the Option may be exercised only
as to the shares of Stock as to which the Option had become exercisable on or
before the earlier of the date of Patrick's death or disability.
(c) If the Consulting Agreement is terminated within the Option Period
and prior to May 1, 2000 for any reason other than cause, Patrick's disability
or death, the Option may be exercised by Patrick within three months following
the date of such termination (provided that such exercise must occur within the
Option Period), but not thereafter. In any such case, the Option may be
exercised only as to the shares as to which the Option had become exercisable
on or before the date of early termination of the Consulting Agreement.
8. Transferability. The Option may not be transferred by Patrick, except
by will or pursuant to the laws of descent and distribution, and it shall be
exercisable during Patrick's lifetime only by him, or in the event of Patrick's
incapacity, by his guardian or legal
-6-
<PAGE> 7
representative, and after Patrick's death, only by those entitled to do so
under his will or the applicable laws of descent and distribution.
9. Miscellaneous.
(a) Notices. Any notice required or permitted to be given under
this Agreement shall be in writing and shall be given by first class registered
or certified mail, postage prepaid, or by personal delivery to the appropriate
party, addressed:
(i) If to the Company, to Apache Corporation at its principal
place of business at 2000 Post Oak Boulevard, Suite 100, Houston,
Texas 77056-4400 (Attention: Office of the Secretary) or at such other
address as may have been furnished to Patrick in writing by the
Company; or
(ii) If to Patrick, at the address indicated below Patrick's
signature, or at such other address as may have been furnished to the
Company by Patrick.
Any such notice shall be deemed to have been given as of the second day
after deposit in the United States Postal Service, postage prepaid, properly
addressed as set forth above, in the case of mailed notice, or as of the date
delivered in the case of personal delivery.
(b) Amendment. The Company may make any adjustment in the Option
Price, the number of shares of Stock subject to, or the terms of the Option by
amendment or by substitution of an outstanding Option. Such amendment or
substitution may result in terms and conditions (including Option Price, the
number of shares of Stock covered, Vesting Schedule or Option Period) that
differ from the terms and conditions of this Option; however, the Company may
not adversely affect the rights of Patrick without the consent of Patrick. If
such action is effected by amendment, the effective date of such amendment will
be the date of the original grant of this Option. Except as provided herein,
this Agreement may not be amended or otherwise modified unless evidenced in
writing and signed by the Company and Patrick.
(c) Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and each other provision of this Agreement shall
be severable and enforceable to the extent permitted by law.
(d) Waiver. Any provision contained in this Agreement may be waived,
either generally or in any particular instance, by the Company.
(e) Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the Company and Patrick and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
-7-
<PAGE> 8
(f) Scope of Agreement. This Agreement is limited solely to governing
the rights and obligations of Patrick with respect to the Stock and the Option.
(g) Gender and Number. Except when otherwise indicated by the
context, the masculine gender shall also include the feminine gender, and the
definition of any term herein in the singular shall also include the plural.
(h) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
APACHE CORPORATION
----------------------------------
By: Daniel L. Schaeffer
Director, Human Resources
THOMAS B. PATRICK
----------------------------------
----------------------------------
Social Security Number
----------------------------------
Address
----------------------------------
City, State, Zip Code
-8-
<PAGE> 1
[Apache Letterhead]
EXHIBIT 5.1
April 30, 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 2,092,000 shares of Apache's common stock, $1.25 par value ("Apache
Common Stock"), to be offered under the four plans described in the
Registration Statement (respectively, the "Plans").
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 2,092,000
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 Plans, 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
April 25, 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
April 25, 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
April 25, 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/ Dan Paul Smith
---------------------
Dan Paul Smith
Senior Vice President
Dallas, Texas
April 25, 1997
