<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1998
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
1998 STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)
Z.S. KOBIASHVILI, VICE PRESIDENT AND GENERAL COUNSEL
APACHE CORPORATION
2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400
(713) 296-6000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered Registered Share (1) Price (1) Fee (1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.25 per share, and 2,500,000 shares $34.28 $85,700,000 $25,281.50
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 May 27,
1998.
(2) Preferred Stock Purchase Rights are evidenced by certificates for
shares of the Common Stock and automatically trade with the Common
Stock. Value attributable to such Preferred Stock Purchase Rights, if
any, is reflected in the market price of the Common Stock.
<PAGE> 2
This registration statement on Form S-8 is being filed by the registrant,
Apache Corporation ("Apache"), for the purpose of registering 2,500,000 shares
of Apache Common Stock, par value $1.25 per share, for issuance under the terms
of the Apache Corporation 1998 Stock Option Plan.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Apache Corporation (the "Registrant" or
"Apache") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), Commission File No. 1-4300, are incorporated by reference into this
Registration Statement:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1997.
(2) Current Report on Form 8-K dated January 29, 1998.
(3) 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 17, 1997 (incorporated by reference to Exhibit 4.4 to
Apache's Registration Statement on Form S-8, Registration No. 333-32557, filed July 31, 1997)
4.5 Form of Registrant's Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Apache's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300)
4.6 Apache Corporation 1998 Stock Option Plan (incorporated by reference to Appendix A to Apache's
definitive 14A Proxy Statement, Commission File No. 1-4300, filed March 30, 1998)
*5.1 Opinion of legal counsel regarding legality of securities being registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ryder Scott Company Petroleum Engineers
*23.3 Consent of Netherland, Sewell & Associates, Inc.
*23.4 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
II - 4
<PAGE> 7
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement relating to the
securities offered herein shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be deemed to
be part of this registration statement as of the time it was declared
effective.
(6) That, for the purpose of determining any liability under the
Securities Act of 1933, each post- effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II - 5
<PAGE> 8
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions of Article 15,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II - 6
<PAGE> 9
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Houston, State of Texas.
APACHE CORPORATION
Date: May 28, 1998 By: /s/ Raymond Plank
------------------------------------
Raymond Plank,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Apache Corporation do hereby
constitute and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and
Roger B. Plank, and each of them, with full power of substitution, our true and
lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any
and all amendments (including post-effective amendments) to this Registration
Statement; and each of the undersigned does hereby ratify and confirm all that
said attorneys-in-fact shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons, in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Raymond Plank Chairman and Chief May 28, 1998
- -------------------------------------- Executive Officer
Raymond Plank (Principal Executive Officer)
/s/ Roger B. Plank Vice President and Chief May 28, 1998
- -------------------------------------- Financial Officer
Roger B. Plank (Principal Financial Officer)
/s/ Thomas L. Mitchell Controller and Chief May 28, 1998
- -------------------------------------- Accounting Officer
Thomas L. Mitchell (Principal Accounting Officer)
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Frederick M. Bohen Director May 28, 1998
- --------------------------------------
Frederick M. Bohen
/s/ G. Steven Farris Director May 28, 1998
- --------------------------------------
G. Steven Farris
/s/ Randolph M. Ferlic Director May 28, 1998
- --------------------------------------
Randolph M. Ferlic
/s/ Eugene C. Fiedorek Director May 28, 1998
- --------------------------------------
Eugene C. Fiedorek
/s/ A. D. Frazier, Jr. Director May 28, 1998
- --------------------------------------
A. D. Frazier, Jr.
/s/ Stanley K. Hathaway Director May 28, 1998
- --------------------------------------
Stanley K. Hathaway
/s/ John A. Kocur Director May 28, 1998
- --------------------------------------
John A. Kocur
/s/ George D. Lawrence Jr. Director May 28, 1998
- --------------------------------------
George D. Lawrence Jr.
/s/ Mary Ralph Lowe Director May 28, 1998
- --------------------------------------
Mary Ralph Lowe
/s/ F. H. Merelli Director May 28, 1998
- --------------------------------------
F. H. Merelli
/s/ Joseph A. Rice Director May 28, 1998
- --------------------------------------
Joseph A. Rice
</TABLE>
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 3.1
to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No.
1-4300)
4.2 Certificate of Ownership and Merger Merging Apache Energy Resources Corporation into Registrant,
effective December 31, 1995, as filed with the Secretary of State of Delaware on December 21, 1995
(incorporated by reference to Exhibit 3.2 to Apache's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, Commission File No. 1-4300)
4.3 Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of
Registrant, effective January 31, 1996, as filed with the Secretary of State of Delaware on January 22,
1996 (incorporated by reference to Exhibit 3.3 to Apache's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, Commission File No. 1-4300)
4.4 Bylaws of Apache Corporation, as amended July 17, 1997 (incorporated by reference to Exhibit 4.4 to
Apache's Registration Statement on Form S-8, Registration No. 333-32557, filed July 31, 1997)
4.5 Form of Registrant's Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Apache's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300)
4.6 Apache Corporation 1998 Stock Option Plan (incorporated by reference to Appendix A to Apache's
definitive 14A Proxy Statement, Commission File No. 1-4300, filed March 30, 1998)
*5.1 Opinion of legal counsel regarding legality of securities being registered
*23.1 Consent of Arthur Andersen LLP
*23.2 Consent of Ryder Scott Company Petroleum Engineers
*23.3 Consent of Netherland, Sewell & Associates, Inc.
*23.4 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
[Apache Letterhead]
EXHIBIT 5.1
May 27, 1998
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 2,500,000 shares of Apache's common stock, $1.25 par
value ("Apache Common Stock"), to be offered under the plan described in the
Registration Statement (the "Plan").
In connection therewith, I have examined the Registration Statement,
the corporate proceedings with respect to the offering of shares and such other
documents and instruments as I have deemed necessary or appropriate for the
expression of the opinion contained herein.
On the basis of the foregoing, and having regard for such legal
considerations I have deemed relevant, it is my opinion that the 2,500,000
shares of Apache Common Stock to be registered have been duly authorized for
issuance and sale, and when issued in accordance with the terms and conditions
of the Plan, will be legally issued, fully paid and non-assessable.
I express no opinion as to the laws of any jurisdiction other than the
State of Texas and the General Corporation Law of the State of Delaware.
I consent to the inclusion of this letter as an exhibit to the
Registration Statement and to the reference in the Prospectus included as part
of the Registration Statement to my having issued the opinion expressed herein.
Very truly yours,
/s/ Eric L. Harry
Eric L. Harry
Assistant General Counsel
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 27, 1998
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, 1997, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
May 27, 1998
<PAGE> 1
[Ryder Scott Letterhead]
EXHIBIT 23.2
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, 1998, 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
May 27, 1998
<PAGE> 1
[Netherland, Sewell Letterhead]
EXHIBIT 23.3
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/ Frederic D. Sewell
---------------------------------
Frederic D. Sewell
President
Dallas, Texas
May 27, 1998
