SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b)(c), AND
(d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*
APACHE CORP.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
037411105
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
(x) Rule 13d-1(b)
( ) Rule 13d-(c)
( ) Rule 13d-1(d)
- ----------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 9 Pages
<PAGE>
CUSIP No. 037411105 13G Page 2 of 9 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
College Retirement Equities Fund
I.R.S. #13-6022-042
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 5,275,024
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 5,275,024 (shared with its
investment adviser, TIAA-CREF Investment Management, LLC)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,275,024
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.396%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 037411105 13G Page 3 of 9 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA Separate Account VA-1
I.R.S. #13-1624203
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 10,300
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 10,300
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,300
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.010%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 037411105 13G Page 4 of 9 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TIAA-CREF Life Funds
I.R.S. #13-4025227
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( )
(b) (X)
See Exhibit A Attached
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER 500
6. SHARED VOTING POWER None
7. SOLE DISPOSITIVE POWER None
8. SHARED DISPOSITIVE POWER 500
(shared with its investment adviser, Teachers Advisors, Inc.)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* ( )
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.001%
12. TYPE OF REPORTING PERSON*
IV
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Page 5 of 9 Pages
Item 1(a). NAME OF ISSUER:
APACHE CORP.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
200 Post Oak Boulevard
Houston, TX 77056-4400
Item 2(a). NAME OF PERSON FILING:
(1) College Retirement Equities Fund ("CREF")
(2) TIAA Separate Account VA-1 ("VA-1")
(3) TIAA-CREF Life Funds ("Life Funds")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
(1) CREF - 730 Third Avenue
New York, N.Y. 10017
(2) VA-1 - 730 Third Avenue
New York, N.Y. 10017
(3) Life 730 Third Avenue
Funds - New York, N.Y. 10017
Item 2(c). CITIZENSHIP:
(1) CREF - Incorporated in New York
(2) VA-1 - Established in New York
(3) Life Funds - Incorporated in Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock
Item 2(e). CUSIP NUMBER: 037411105
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or dealer registered under Section 15 of the
Exchange Act.
(b) ( ) Bank as defined in Section 3(a)(6) of the Exchange Act. (c) ( )
Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) (x) Investment Company registered under Section 8 of the
Investment Company Act.
(e) ( ) An investment adviser in accordance with Rule 13d-
1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
<PAGE>
Page 6 of 9 Pages
(i) ( ) A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act;
(j) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )
Item 4. OWNERSHIP.
(1) COLLEGE RETIREMENT EQUITIES FUND
(a) Amount Beneficially Owned: 5,275,024
(b) Percent of Class: 5.396%
(c) The Board of Trustees of CREF, an investment company, has sole
power to vote 5,275,024 shares of common stock and authority to direct the
disposition of the 5,275,024 shares of common stock. TIAA-CREF Investment
Management, LLC, CREF's investment adviser, is authorized to sell the
5,275,024 shares on behalf of CREF in its discretion, subject to the
ultimate authority of the CREF Board of Trustees.
(2) TIAA SEPARATE ACCOUNT VA-1
(a) Amount Beneficially Owned: 10,300
(b) Percent of Class: 0.010%
(c) The management committee of VA-1, an investment company, has sole
power to vote 10,300 shares of common stock, and authority to direct the
disposition of the 10,300 shares of common stock. Teachers Advisors,
Inc., VA-1's investment adviser, is authorized to sell the 10,300 shares
on behalf of VA-1 in its discretion, subject to the ultimate authority
of the VA-1 Management Committee.
(3) TIAA-CREF LIFE FUNDS
(a) Amount Beneficially Owned: 500
(b) Percent of Class: 0.001%
(c) The Board of Trustees of the 500, an investment company, has sole
power to vote 500 shares of common stock, and authority to direct the
disposition of the 500 shares of common stock. Teachers Advisors, Inc.,
the Fund's investment adviser, is authorized to sell the shares on
behalf of the Mutual Funds in its discretion, subject to the ultimate
authority of the Mutual Funds Board of Trustees.
<PAGE>
Page 7 of 9 Pages
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ( ).
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
See attached Exhibit A.
Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1999
COLLEGE RETIREMENT EQUITIES FUND
By: /s/ Peter C. Clapman
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Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
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Page 8 of 9 Pages
TIAA SEPARATE ACCOUNT VA-1
By: /s/ Peter C. Clapman
-------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
TIAA-CREF LIFE FUNDS
By: /s/ Peter C. Clapman
-------------------------------
Peter C. Clapman
Senior Vice President and Chief
Counsel, Investments
<PAGE>
Page 9 of 9 Pages
EXHIBIT A
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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College Retirement Equities Fund - IV
TIAA Separate Account VA-1 - IV
TIAA-CREF Life Funds - IV
The College Retirement Equities Fund, TIAA Separate Account VA-1 and TIAA-CREF
Life Funds (the "Reporting Persons") are filing as a group because CREF's
investment adviser, TIAA-CREF Investment Management, LLC, is affiliated and
employs some of the same investment personnel as Teachers Advisors, Inc., the
investment adviser for TIAA Separate Account VA-1 and TIAA-CREF Life Funds.
However, because separate investment decisions are made with respect to the
respective portfolio holdings of each of the Reporting Persons and there is no
oral or written agreement or arrangement among the Reporting Persons with
respect to acquisition, voting, disposition or otherwise of their securities,
each Reporting Person disclaims beneficial ownership of the others' securities
holdings and disclaims its membership in a group with the other Reporting
Person, where the purpose of the group is to acquire control of or influence
management of the issuer.
