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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): June 22, 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 January 22, 1998, Apache Corporation ("Apache") filed a Registration
Statement (the "Registration Statement") on Form S-3 (Registration No.
333-44731) with the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement,
which was declared effective by the SEC on January 28, 1998, covers debt
securities of 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 as of February 15, 1996 and
supplemented as of November 5, 1996 (the "Indenture"), between the Registrant
and The Chase Manhattan Bank (formerly known as Chemical Bank), as trustee.
Pursuant to a Terms Agreement dated June 22, 1999 and the Underwriting
Agreement Basic Terms incorporated by reference therein (collectively, the
"Underwriting Agreement"), by and among Apache and Bear, Stearns & Co. Inc. and
Warburg Dillon Read LLC (the "Underwriters"), Apache issued to the Underwriters,
for offering to the public, U.S. $150,000,000 principal amount of 7.625% Senior
Notes due July 1, 2019 (the "Senior Notes") on June 25, 1999, under the
Indenture. The Terms Agreement, Underwriting Agreement Basic Terms, and the form
of 7.625% Senior Notes due July 1, 2019 are listed under Item 7 as Exhibits 1.1,
1.2 and 4.1, respectively, and are incorporated herein by reference.
Apache's press release relating to the Senior Notes is listed under
Item 7 as Exhibit 99.1 and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
*1.1 Terms Agreement, dated June 22, 1999, among Apache
Corporation and the Underwriters.
1.2 Underwriting Agreement Basic Terms (incorporated
by reference to Exhibit 1.1 to Registrant's Current
Report on Form 8-K, dated January 29, 1998, SEC File
No. 1-4300).
*4.1 Form of 7.625% Senior Notes due 2019.
*99.1 Press Release, dated June 23, 1999, "Apache Sells
$150 Million of 20-Year Senior Notes Yielding 7.687
Percent".
</TABLE>
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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 current report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
APACHE CORPORATION
Date: June 28, 1999 /s/ Z. S. KOBIASHVILI
---------------------------------------
Z. S. Kobiashvili
Vice President and General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
*1.1 Terms Agreement, dated June 22, 1999, among Apache
Corporation and the Underwriters.
1.2 Underwriting Agreement Basic Terms (incorporated
by reference to Exhibit 1.1 to Registrant's Current
Report on Form 8-K, dated January 29, 1998, SEC File
No. 1-4300).
*4.1 Form of 7.625% Senior Notes due 2019.
*99.1 Press Release, dated June 23, 1999, "Apache Sells
$150 Million of 20-Year Senior Notes Yielding 7.687
Percent".
</TABLE>
- ----------------------
*filed herewith
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EXHIBIT 1.1
TERMS AGREEMENT
June 22, 1999
Apache Corporation
2000 Post Oak Boulevard, Suite 100
Houston, Texas 77056-4400
Dear Sirs:
The undersigned underwriters (the "Underwriters") understand that
Apache Corporation (the "Company") proposes to issue and sell $150,000,000
aggregate principal amount of its debt securities (the "Offered Securities").
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Underwriters offer to purchase, severally and not jointly,
the principal amount of Offered Securities set forth below opposite their
respective names at 99.077% of the principal amount thereof together with
accrued interest thereon from June 25, 1999 to the Closing Time:
Principal
Amount of
Underwriter Debt Securities
----------- ---------------
Bear, Stears & Co. Inc. $ 100,000,000
Warburg Dillon Read LLC $ 50,000,000
---------------
Total $ 150,000,000
===============
The Offered Securities shall have the following terms:
Principal amount: $150,000,000
Form: registered book-entry form
Denomination: $1,000 and integral multiples
thereof
Date of maturity: July 1, 2019
Interest rate, rates or formula
(or method of calculation
of interest accrual): 7.625% per annum
Date from which interest accrues: June 25, 1999
Interest payment dates, if any: January 1 and July 1
(commencing January 1, 2000)
Initial price to public: $149,053,500 (99.369%)
Closing Time: June 25, 1999
Place of delivery: New York, New York
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Company account for wire
transfer of payment: Apache Corporation Master Account,
First National Bank of Chicago
No. 5577446; ABA No. 071000013
Redemption provisions, if any: none
Lock-up pursuant to Section 3(i)
of the Basic Terms, as defined
below: yes
Securities Exchanges, if any, on
which application will be made
to list the Offered Securities: none
Delayed Delivery Contracts: not authorized
Delivery date:
Expiration date:
Compensation to Underwriters:
Minimum contract:
Maximum aggregate principal amount:
Other terms, if any:
Letters of Arthur Andersen LLP, in form and substance satisfactory to
the Underwriters, will be delivered at Closing Time in satisfaction of Section
4(d) of the Basic Terms.
The Underwriters agree to pay the reasonable fees and disbursements of
counsel for the Underwriters pursuant to Section 5(e) of the Basic Terms.
All the provisions contained in "Apache Corporation-Debt
Securities--Underwriting Agreement Basic Terms" (the "Basic Terms"), filed as an
exhibit to the Registration Statement relating to the Offered Securities and
attached hereto as Annex A, are herein incorporated by reference in their
entirety and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Terms defined in
such document are used herein as therein defined.
Any notice by the Company to the Underwriters pursuant to this Terms
Agreement shall be sufficient if given in accordance with Section 11 of the
Basic Terms addressed to:
Bear, Stearns & Co. Inc.
245 Park Avenue
4th Floor
New York, New York 10167
Attention: Senior Managing Direct -- High Grade Capital Markets
Telecopy No.: (212) 272-6227
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which, for all purposes of this Agreement, shall be the "Representative".
Very truly yours,
BEAR, STEARNS & CO. INC.
WARBURG DILLON READ LLC
By: BEAR, STEARNS & CO. INC.
Acting for themselves and as
Representative of the Underwriters
By: /s/ TIMOTHY A. O'NEILL
--------------------------------
Name: Timothy A. O'Neill
Title: Senior Managing Director
Accepted:
APACHE CORPORATION
By: /s/ Matthew W. Dundrea
------------------------------------
Name: Matthew W. Dundrea
Title: Vice President and Treasurer
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ANNEX A
[Apache Corporation--Debt Securities--
Underwriting Agreement Basic Terms]
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EXHIBIT 4.1
FORM OF DEBT SECURITIES
(SENIOR NOTE)
UNLESS THIS SENIOR NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (THE "DEPOSITORY") TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SENIOR NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No: ___ $150,000,000.00
CUSIP: 037 411 APO APACHE CORPORATION
7.625% SENIOR NOTE DUE JULY 1, 2019
APACHE CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for value received
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum
of One Hundred Fifty Million Dollars on July 1, 2019 ("Stated Maturity") and to
pay interest thereon from June 25, 1999 or from the most recent date in respect
of which interest has been paid or duly provided for, on January 1 and July 1 of
each year (each, an "Interest Payment Date"), commencing January 1, 2000, and at
Stated Maturity or upon such other date on which the principal of this Senior
Note becomes due and payable, whether by declaration of acceleration or
otherwise, and including any Change in Control Purchase Date ("Maturity"), at
the rate of 7.625% per annum, until the principal hereof is paid or duly made
available for payment. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture
referred to below, be paid to the Person in whose name this Senior Note (or one
or more Predecessor Securities) is registered as of the close of business on
June 15 or December 15 as the case may be (whether or not a Business Day), next
preceding such Interest Payment Date (each such date, a "Regular Record Date").
Any such interest which is payable, but is not punctually paid or duly provided
for on any Interest Payment Date shall forthwith cease to be payable to the
Holder on such Regular Record Date, and shall be paid to the Person in whose
name this Senior Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to the Holder
of this Senior Note not less than 10 days prior to such Special Record Date, or
may be paid in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Senior Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Senior Note will be
made at the office or agency maintained for that purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made at the
option of the Company by check mailed to the Person in whose name this Senior
Note is registered at the close of business on the related Record Date; provided
further, that, notwithstanding anything else contained herein, if this Senior
Note is a Global Security and is held in book-entry form through the facilities
of the Depository, payments on this Senior Note will be made to the Depository
or its nominee in accordance with the arrangements then in effect between the
Trustee and the Depository.
Reference is hereby made to the further provisions of this Senior Note
set forth on the succeeding pages hereof, which further provisions shall for all
purposes have the same effect as if set forth herein.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein, referred
to in the within mentioned Indenture.
The Chase Manhattan Bank, as Trustee
By:
---------------------------------
Authorized Officer
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APACHE CORPORATION
7.625% SENIOR NOTE DUE JULY 1, 2019
This Senior Note is one of a duly authorized issue of Securities of the
Company issued under an Indenture, dated as of February 15, 1996 and
supplemented as of November 5, 1996 (the "Indenture"), between the Company and
The Chase Manhattan Bank (formerly known as Chemical Bank) (the "Trustee," which
term includes any successor trustee under the Indenture), designated as the
7.625% Senior Notes due July 1, 2019 (the "Senior Notes"). Reference is made to
the Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Senior Notes and of the terms upon which the Senior Notes are, and are to
be, authenticated and delivered. All terms used in this Senior Notes which are
not defined herein and which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
The Indenture and this Senior Note shall be governed by and construed
in accordance with the laws of the State of New York.
The Indenture provides for the defeasance of the Senior Notes and
certain covenants in certain circumstances.
This Senior Note is unsecured as to payment of principal and interest,
and ranks pari passu with all other unsecured unsubordinated indebtedness of the
Company.
Interest payments on this Senior Note will include interest accrued to
but excluding the applicable Interest Payment Date or Maturity hereof, as the
case may be. Interest payments for this Senior Note shall be computed and paid
on the basis of a 360-day year of twelve 30-day months.
In the case where the applicable Interest Payment Date or Maturity with
respect hereto, as the case may be, does not fall on a Business Day, payment of
principal or interest otherwise payable on such day need not be made on such
day, but may be made on the next succeeding Business Day with the same force and
effect as if made on the Interest Payment Date or at Maturity and no interest
shall accrue with respect to such payment for the period from and after the
Interest Payment Date or such Maturity, as the case may be, to the date of
payment.
The Senior Notes are not redeemable prior to Maturity and will not be
subject to any sinking fund and, except as provided in the Indenture, will not
be repayable prior to their Stated Maturity.
If any Event of Default with respect to the Senior Notes shall occur
and be continuing, the principal of the Senior Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
As set forth in, and subject to the provisions of, the Indenture, no
Holder of any Senior Note will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder, unless (i) such Holder
shall have previously given to the Trustee written notice of a continuing Event
of Default with respect to the Senior Notes, (ii) the Holders of not less than
25% in principal amount of the Outstanding Senior Notes shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, (iii) the Trustee shall have failed to institute such
proceeding within 60 days after receipt of such written request and (iv) the
Trustee shall not have received from the Holders of a majority in principal
amount of the Outstanding Senior Notes a direction inconsistent with such
request within such 60 day period; provided, however, that such limitations do
not apply to a suit instituted by the Holder hereof for the enforcement of
payment of the principal of and premium, if any, or any interest on this Senior
Note on or after the respective due dates expressed herein or to require the
purchase of its Senior Notes by the Company upon the occurrence of a Change in
Control in accordance with the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series
thereunder to be affected under the Indenture at any time by the Company and the
Trustee with the consent of the Holders of not less than a majority in aggregate
principal amount of such Securities then Outstanding of each
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series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in principal amount of the Securities of each
series thereunder at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain
restrictive provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Senior Note shall be conclusive and binding upon such Holder and upon all
future Holders of any Senior Note issued upon the registration of transfer
hereof or in exchange for or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Senior Note.
No reference to the Indenture and no provision of this Senior Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any interest on this
Senior Note at the times, places and rate, and in the coin or currency, herein
prescribed.
The Senior Notes are issuable only in fully registered form in
denominations of $1,000 and integral multiples in excess thereof. As provided in
the Indenture and subject to certain limitations therein set forth, this Senior
Note is exchangeable for a like aggregate principal amount of Senior Notes of
this series and of like tenor of any authorized denomination, as requested by
the Holder surrendering the same. As provided in the Indenture and subject to
certain limitations therein set forth, the transfer of this Senior Note is
registrable in the Security Register, upon surrender of this Senior Note for
registration of transfer at the office or agency of the Company in any place
where the principal of and any interest on this Senior Note are payable or at
such other offices or agencies as the Company may designate, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to, the
Company and the Security Registrar or any transfer agent duly executed by the
registered owner hereof or his attorney duly authorized in writing, and
thereupon one or more new Senior Notes of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount and Stated
Maturity will be issued to the designated transferee or transferees.
Subject to the terms and conditions of the Indenture, if any Change in
Control occurs prior to the Stated Maturity of this Senior Note, the Company
shall, at the option of the Holders, purchase all Securities for which a Change
in Control Purchase Notice shall have been delivered as provided in the
Indenture and not withdrawn, by a date which shall be 35 Business Days after the
occurrence of such Change in Control, at a Change in Control Purchase Price
equal to 100% of the principal amount plus accrued interest to the Change in
Control Purchase Date, which Change in Control Purchase Price shall be paid in
cash.
Holders have the right to withdraw any Change in Control Purchase
Notice by delivering to the paying agent a written notice of withdrawal in
accordance with the provisions of the Indenture.
If cash sufficient to pay the Change in Control Purchase Price of all
Securities or portions thereof to be purchased on the Change in Control Purchase
Date is deposited with the Trustee on the Change in Control Purchase Date,
interest shall cease to accrue on such Securities (or portions thereof) and on
and after the Change in Control Purchase Date the Holders thereof shall have no
other rights as such (other than the right to receive the Change in Control
Purchase Price upon surrender of such Securities).
Subject to the terms of the Indenture, prior to due presentment of this
Senior Note for registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the Person in whose name this Senior
Note is registered as the owner hereof for all purposes, whether or not this
Senior Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.
No service charge shall be made for any registration of transfer or
exchange of this Senior Note, but, subject to certain limitations set forth in
the Indenture, the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
This Senior Note shall not be valid or become obligatory for any
purpose until the Trustee's Certificate of Authentication hereon shall have been
executed by the Trustee.
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IN WITNESS WHEREOF, APACHE CORPORATION has caused this instrument to be
duly executed under its corporate seal.
APACHE CORPORATION
[SEAL] BY
------------------------------------
Name: Matthew W. Dundrea
Title: Vice President and Treasurer
Attest:
BY
---------------------------------------
Name: Cheri L. Peper
Title: Corporate Secretary
Date: June 25, 1999
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
- --------------------------------------------------------------------------------
Please insert Social Security or other identifying number of assignee
- --------------------------------------------------------------------------------
(please print or type name and address of assignee)
the within Security and all rights thereunder and does hereby irrevocably
constitute and appoint the aforesaid assignee attorney to transfer the within
Security on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
------------------------- ------------------------------
In the presence of:
- --------------------------------------------------------------------------------
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Security in every particular, without
alteration or enlargement or any change whatever. When assignment is made by a
guardian, trustee, executor or administrator, an officer of a corporation, or
anyone in a representative capacity, proof of his authority to act must
accompany the Security. The signature must be guaranteed by an Institution which
is a member of one of the following recognized signature Guarantee Programs: (i)
The Securities Transfer Agent Medallion Program (STAMP); (ii) The New York Stock
Exchange Medallion Program (MNSP); (iii) The Stock Exchange Medallion Program
(SEMP); or (iv) in such other guarantee program acceptable to the Trustee.
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EXHIBIT 99.1
[Apache Corporation News Release]
CONTACTS:
(MEDIA): TONY LENTINI (713/296-6227)
BILL MINTZ (713/296-7276)
(INVESTOR): ROBERT DYE (713/296-6662)
(WEB SITE): www.apachecorp.com
FOR RELEASE IMMEDIATE RELEASE
APACHE SELLS $150 MILLION OF 20-YEAR SENIOR NOTES YIELDING 7.687 PERCENT
Houston (June 23, 1999) - Apache Corporation (NYSE: APA) said today
that it sold $150 million of 7.625 percent coupon senior notes which will mature
July 1, 2019. The bonds were priced to yield 7.687 percent. Interest is payable
semiannually on each Jan. 1 and July 1. The first coupon is payable Jan. 1,
2000. Proceeds of the issue will be used to reduce existing commercial paper
balances. Bear, Stearns & Co. Inc. was lead manager for the issue with Warburg
Dillon Read LLC as co-manager. The offering is expected to close June 25, 1999.
Apache Corporation is an independent oil and gas company with
operations in North America, Egypt, Western Australia, Poland, People's Republic
of China and West Africa's Cote d'Ivoire. Its common stock is sold on the New
York and Chicago stock exchanges.
-end-
