<PAGE> 1
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): March 2, 1999
APACHE CORPORATION
(Exact name of registrant as specified in Charter)
DELAWARE 1-4300 41-0747868
(State of Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
2000 POST OAK BOULEVARD
SUITE 1000
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
Exhibits are filed herewith in connection with the Registration
Statement (the "Registration Statement") on Form S-3 (Registration
Nos. 333-39973 and 333-39973-01) filed on November 12, 1997 by Apache
Corporation ("Apache") and its indirect wholly-owned subsidiary, Apache
Finance Pty Ltd ("Apache Finance"), with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended (the "Act").
The Registration Statement, amended by Apache and Apache Finance on
November 21, 1997 and declared effective by the SEC on November 24, 1997,
covers debt securities of Apache Finance, guaranteed by Apache, for delayed or
continuous offering pursuant to Rule 415 under the Act for an aggregate
initial offering price not to exceed $300 million. Reference is made to the
Registration Statement for further information concerning the terms of such
debt securities and the offering thereof. The debt securities are
issuable under an indenture, dated December 9, 1997 (the "Indenture"), between
Apache Finance as Issuer, Apache as Guarantor, and The Chase Manhattan Bank as
Trustee. The Indenture is listed under Item 7 as Exhibit 4.1. and is
incorporated herein by reference.
Pursuant to a Terms Agreement dated on or about March 2, 1999 and the
Underwriting Agreement Basic Terms incorporated by reference therein
(collectively, the "Underwriting Agreement"), by and among Apache Finance,
Apache, and Salomon Smith Barney, chase Securities Inc. and Goldman, Sachs & Co.
(the "Underwriters"), Apache Finance will issue to the Underwriters, for
offering to the public, U.S. $100,000,000 principal amount of 7% global note
due 2009 (the "Notes") under the Indenture. As a result of the issuance of
the debt securities in the form of a global note, rights under the global note
will be able to be created for the holders of the securities. The form of
Underwriting Agreement is listed under Item 7 as Exhibit 1.1 and is
incorporated herein by reference.
1
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1.1** Form of Underwriting Agreement, dated on or about
March 2, 1999, among Apache Finance Pty Ltd, Apache
Corporation and the Underwriters.
4.1 Indenture, dated December 9, 1997, among Apache Fiance
Pty Ltd, Apache Corporation and The Chase Manhattan Bank,
Trustee, governing the Debt Securities (and the
Guarantees) -- incorporated by reference to Exhibit 4.1
to Amendment No. 1 on Form 8-K/A to Apache Corporation's
Current Report on Form 8-K, dated December 5, 1997, SEC
File No. 1-4300.
4.2** Form of 7% Notes due 2009.
99.1* Statement of Computation of Ratios of Earnings to
Fixed Charges.
- -----------------
* filed herewith
** to be filed by amendment
2
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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: March 2, 1999 /s/ Z. S. Kobiashvili
--------------------------------
Z. S. Kobiashvili
Vice President and General Counsel
3
<PAGE> 5
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1.1** Form of Underwriting Agreement, dated on or about
March 2, 1999, among Apache Finance Pty Ltd, Apache
Corporation and the Underwriters.
4.1 Indenture, dated December 9, 1997, among Apache Fiance
Pty Ltd, Apache Corporation and The Chase Manhattan Bank,
Trustee, governing the Debt Securities (and the
Guarantees) -- incorporated by reference to Exhibit 4.1
to Amendment No. 1 on Form 8-K/A to Apache Corporation's
Current Report on Form 8-K, dated December 5, 1997, SEC
File No. 1-4300.
4.2** Form of 7% Notes due 2009.
99.1* Statement of Computation of Ratios of Earnings to
Fixed Charges.
- -----------------
* filed herewith
** to be filed by amendment
<PAGE> 1
Exhibit 99.1
APACHE CORPORATION
STATEMENT OF COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(In thousands)
<TABLE>
<CAPTION>
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
EARNINGS
Pretax income (loss) from continuing
operations (1).......................... $ (187,563) $ 258,640 $ 200,195 $ 33,143 $ 66,234
Add: Fixed charges excluding
capitalized interest.................... 78,728 78,531 68,091 77,220 39,008
----------- ----------- ----------- ----------- -----------
Adjusted earnings........................ $ (108,835) $ 337,171 $ 268,286 $ 110,363 $ 105,242
=========== =========== =========== =========== ===========
FIXED CHARGES
Interest expense including capitalized
interest (2)............................ $ 119,703 $ 105,148 $ 89,829 $ 88,057 $ 37,838
Amortization of debt expense............. 4,496 6,438 5,118 4,665 3,987
Interest component of lease rental
expenditures (3)........................ 3,808 3,438 3,856 3,539 3,217
---------- ----------- ----------- ----------- -----------
128,007 $ 115,024 $ 98,803 $ 96,261 $ 45,042
=========== =========== =========== =========== ===========
Ratio of earnings to fixed charges......... --(4) 2.93 2.72 1.15 2.34
=========== =========== =========== =========== ===========
</TABLE>
(1) Undistributed income of less-than-50% owned affiliates is excluded.
(2) Apache has guaranteed and is contingently liable for certain debt. Fixed
charges, relating to the debt for which Apache is contingently liable, have
not been included in the fixed charges for any of the periods shown above.
(3) Represents the portion of rental expense assumed to be attributable to
interest factors of related rental obligations determined at interest rates
appropriate for the period during which the rental obligations were
incurred. Approximately 32% to 34% applies for all periods presented.
(4) Earnings were inadequate to cover fixed charges by $236.8 million for 1998
due to a $243.2 million non-cash write-down of the carrying value of United
States proved oil and gas properties.
