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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 5, 1999
APACHE CORPORATION
(Exact name of registrant as specified in Charter)
DELAWARE 1-4300 41-0747868
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
2000 POST OAK BOULEVARD
SUITE 100
HOUSTON, TEXAS 77056-4400
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (713) 296-6000
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ITEM 5. OTHER EVENTS
On October 5, 1999, Apache Corporation ("Apache") signed a definitive agreement
to acquire, through its wholly-owned subsidiary Apache Canada Ltd., producing
properties and other assets located in the provinces of Alberta, British
Columbia and Saskatchewan, Canada, from Shell Canada Limited for Cdn $770
million (U.S. $524 million at current exchange rates). The transaction will be
effective November 1, 1999 and, subject to U.S. and Canadian regulatory
approvals, is expected to close by November 30, 1999.
Included in the purchase are proved reserves of 87.5 million barrels of oil
equivalent, 294,294 net acres of undeveloped leaseholdings, 100-percent
interest in a gas processing plant, and proprietary 2-D and 3-D seismic
data. Apache issued a press release, dated October 5, 1999, which is listed
under Item 7 as Exhibit 99.1 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1* Press Release, dated October 5, 1999, "Apache to Acquire
Shell Canada Assets with 87.5 MMboe Proved Reserves for
US $524 Million".
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* filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
APACHE CORPORATION
Date: October 14, 1999 /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili
Vice President and General Counsel
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1* Press Release, dated October 5, 1999, "Apache to Acquire
Shell Canada Assets with 87.5 MMboe Proved Reserves for
US $524 Million".
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* filed herewith
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Exhibit 99.1
CONTACTS:
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(MEDIA): TONY LENTINI (713/296-6227)
BILL MINTZ (713/296-7276)
(INVESTOR): ROBERT DYE (713/296-6662)
(WEB SITE): WWW.APACHECORP.COM
FOR RELEASE AT 3:00 P.M. CENTRAL TIME
APACHE TO ACQUIRE SHELL CANADA ASSETS
WITH 87.5 MMBOE PROVED RESERVES FOR US$524 MILLION
Houston, Oct. 5, 1999 - Apache Corporation (NYSE: APA) today
announced a definitive agreement to acquire producing properties and other
assets in the provinces of Alberta, British Columbia and Saskatchewan,
Canada, with proved reserves of 87.5 million barrels of oil equivalent
(MMboe) from Shell Canada Limited for C$770 million (US$524 million at
current exchange rates).
The purchase, through Apache's wholly-owned subsidiary Apache
Canada Ltd., also includes 294,294 net acres of undeveloped leaseholdings,
100 percent interest in a gas processing plant with a potential capacity of
160 million cubic feet (MMcf) per day, and 52,700 miles of 2-D seismic and
884 square miles of 3-D seismic, ranking among the largest proprietary
seismic data banks in Canada.
The transaction will be effective Nov. 1, 1999, and is expected to
close no later than Nov. 30, subject to U.S. and Canadian regulatory approvals.
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APACHE TO ACQUIRE SHELL CANADA ASSETS - ADD 1
Apache plans to fund the purchase by drawing down debt on its $1
billion global credit facility, bringing the company's
debt-to-capitalization ratio to an estimated 42 percent. The company noted
that the acquisition is expected to add immediately, on a per-share basis,
to its reserves, production, earnings and cash flow.
The producing properties, primarily located in Alberta, total
150,040 net acres and comprise 20 fields, 11 of which are Shell-operated,
with an average working interest of 55 percent. Net production in June 1999
averaged 13,386 barrels per day of crude oil and natural gas liquids and
45.2 MMcf per day of natural gas. Lifting costs average US$2.23 per barrel
of oil equivalent. At current production rates, the assets have an
11.5-year reserve life.
The properties' proved reserves comprise approximately 67 million
barrels of crude oil, 5.8 million barrels of natural gas liquids and 88
billion cubic feet of natural gas.
"This is a strategic step for Apache in Canada," said G. Steven
Farris, president and chief operating officer. "With its quality
production, large prospective acreage position and proprietary seismic data
base--along with the unprecedented opportunity to add a quality team of
Shell technical personnel--this acquisition transforms our Canadian region
into a substantial growth area.
"In addition to supplying the capital needed for the fields to
realize their potential, we expect the combination of our existing staff
and our new Shell team to generate more than 20 exploration prospects a
year," Farris said. He said Apache intends to offer positions to most of
the Shell employees associated with their Plains Business Unit.
"We hope to spud at least 10 exploratory wells on the acquired
properties in the next six months," Farris said.
The acquisition will boost Apache's daily production of liquid
hydrocarbons in Canada fivefold (from 2,700 barrels per day) and increase
the company's daily natural gas production there 47 percent (from 98 MMcf
per day) above second-quarter 1999 levels.
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APACHE TO ACQUIRE SHELL CANADA ASSETS - ADD 2
Apache Chairman and Chief Executive Raymond Plank said, "Including
this transaction, we've acquired about US$1.4 billion in assets this year.
We believe there is an unprecedented opportunity to buy quality North
American properties, and Apache intends to remain a significant player."
Apache Corporation is an oil and gas independent with operations
in North America, Egypt, Western Australia, Poland and the People's
Republic of China. Its common shares are traded on the New York and Chicago
stock exchanges.
This news release contains certain "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of 1995 including,
but without limitation, expectations, beliefs, plans and objectives
regarding Apache's closing of the purchase, obtaining regulatory approvals,
earnings, cash flow, production, reserves, exploration prospects, capital
investment, capitalization and future acquisitions. Any matters that are
not historical facts are forward-looking and, accordingly, involve
estimates, assumptions and uncertainties. There is no assurance that
Apache's expectations will be realized, and actual results may differ
materially from those expressed in the forward-looking statements.
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LISTEN TO A LIVE WEBCAST OF APACHE'S CONFERENCE CALL DISCUSSING THIS
ANNOUNCEMENT AT HTTP://WWW.VIDEONEWSWIRE.COM/APACHE/100599/. IF YOU ARE
UNABLE TO PARTICIPATE DURING THE LIVE WEBCAST, THE CALL WILL BE ARCHIVED
AT THE SAME WEB SITE.
