<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 25, 2000
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)
<TABLE>
<S> <C>
DELAWARE NO. 41-0747868
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
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
DEFERRED DELIVERY PLAN
NON-QUALIFIED RETIREMENT/SAVINGS PLAN
OF APACHE CORPORATION
(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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered(1) Registered Share(2) Price(2) Fee(2)
---------------------------- ------------------ --------------------- ------------------------ ---------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $1.25 per share, and 1,100,000 shares $36.094 $39,703,400 $10,482
associated Preferred Stock
Purchase Rights(3)
==========================================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) 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 February 23,
2000.
(3) 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 purposes of (i) registering 1,000,000 shares of
Apache Common Stock, par value $1.25 per share ("Apache Common Stock"), for
issuance under the terms of the Apache Corporation Deferred Delivery Plan, and
(ii) registering 100,000 shares of Apache Common Stock for issuance under the
terms of the Non-Qualified Retirement/Savings Plan of Apache Corporation. Such
1,100,000 shares of Apache Common Stock have been reserved and authorized for
issuance from the capital stock held in Apache's treasury.
<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 year ended December 31, 1998.
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999,
June 30, 1999 and September 30, 1999.
(3) Current Reports on Form 8-K dated October 5, 1999, November 30, 1999,
December 17, 1999, and February 3, 2000.
(4) 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.
II - 1
<PAGE> 4
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.
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 (i) 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,
(ii) 100,000 shares have been designated 5.68% Cumulative Preferred Stock,
Series B ("Series B Preferred Stock"), and (iii) 140,000 shares have been
designated Automatically Convertible Equity Securities, Conversion Preferred
Stock, Series C ("Series C Preferred Stock"). A total of 100,000 shares of
Series B Preferred Stock and 140,000 shares of Series C Preferred Stock are
currently outstanding, and shares of Series A Preferred Stock have been reserved
for issuance in accordance with the Rights Agreement relating to the Rights.
Additional 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.
In addition, if a person or group becomes the beneficial owner of 20
percent or more of the outstanding shares of Apache Common Stock (a "flip in
event"), each Right will become exercisable for shares of Apache Common Stock at
50 percent of the then market price. If a 20-percent stockholder acquires
Apache, by merger or otherwise, in a transaction where Apache does not survive
or in which Apache Common Stock is changed or exchanged (a "flip over event"),
the Rights become exercisable for shares of the common stock of the corporation
acquiring Apache at 50 percent of the then market price of Apache Common Stock.
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 of a flip in event.
The Rights will expire on January 31, 2006, unless earlier redeemed by Apache.
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 Deferred Delivery Plan of Apache Corporation.
II - 2
<PAGE> 5
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 of the DGCL 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:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1 Restated Certificate of Incorporation of Apache Corporation
(incorporated by reference to Exhibit 99.1 to Apache's Current
Report on Form 8-K, dated December 17, 1999, Commission File
No. 1-4300)
4.2 Bylaws of Apache Corporation, as amended July 14, 1999
(incorporated by reference to Exhibit 3.1 to Amendment No. 1
on Form 8-K/A to Apache's Current Report on Form 8-K, dated
May 18, 1999, Commission File No. 1-4300)
4.3 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 year ended December 31, 1995, Commission File No.
1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and
Norwest Bank Minnesota, N.A., rights agent (incorporated by
reference to Exhibit (a) to Apache's Registration Statement on
Form 8-A, dated January 24, 1996, Commission File No. 1-4300)
*4.5 Apache Corporation Deferred Delivery Plan, effective as of
February 10, 2000, and election forms.
4.6 Non-Qualified Retirement/Savings Plan of Apache Corporation,
restated as of January 1, 1997, and amendments effective as of
January 1, 1997, January 1, 1998 and January 1, 1999
(incorporated by reference to Exhibit 10.17 to Apache's Annual
Report on Form 10-K for the year ended December 31, 1998,
Commission File No. 1-4300)
*4.7 Amendment to the Non-Qualified Retirement/Savings Plan of
Apache Corporation, effective as of January 1, 1999.
*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
- -------------------
*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 with or furnished to the
Commission 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 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: February 24, 2000 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
- --------------------------- Executive Officer
Raymond Plank (Principal Executive Officer) February 24, 2000
/s/ Roger B. Plank Vice President and Chief
- --------------------------- Financial Officer
Roger B. Plank (Principal Financial Officer) February 24, 2000
/s/ Thomas L. Mitchell Vice President and
- --------------------------- Controller
Thomas L. Mitchell (Principal Accounting Officer) February 24, 2000
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Frederick M. Bohen Director
- ---------------------------
Frederick M. Bohen February 24, 2000
/s/ G. Steven Farris Director
- ---------------------------
G. Steven Farris February 24, 2000
/s/ Randolph M. Ferlic Director
- ---------------------------
Randolph M. Ferlic February 24, 2000
/s/ Eugene C. Fiedorek Director
- ---------------------------
Eugene C. Fiedorek February 24, 2000
/s/ A. D. Frazier, Jr. Director
- ---------------------------
A. D. Frazier, Jr. February 24, 2000
/s/ Stanley K. Hathaway Director
- ---------------------------
Stanley K. Hathaway February 24, 2000
Director
- ---------------------------
John A. Kocur
/s/ George D. Lawrence Jr. Director
- ---------------------------
George D. Lawrence Jr. February 24, 2000
/s/ Mary Ralph Lowe Director
- ---------------------------
Mary Ralph Lowe February 24, 2000
/s/ F. H. Merelli Director
- ---------------------------
F. H. Merelli February 24, 2000
/s/ Rodman D. Patton Director
- ---------------------------
Rodman D. Patton February 23, 2000
/s/ Joseph A. Rice Director
- ---------------------------
Joseph A. Rice February 24, 2000
</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 99.1 to Apache's Current
Report on Form 8-K, dated December 17, 1999, Commission File
No. 1-4300)
4.2 Bylaws of Apache Corporation, as amended July 14, 1999
(incorporated by reference to Exhibit 3.1 to Amendment No. 1
on Form 8-K/A to Apache's Current Report on Form 8-K, dated
May 18, 1999, Commission File No. 1-4300)
4.3 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 year ended December 31, 1995, Commission File No.
1-4300)
4.4 Rights Agreement, dated January 31, 1996, between Apache and
Norwest Bank Minnesota, N.A., rights agent (incorporated by
reference to Exhibit (a) to Apache's Registration Statement on
Form 8-A, dated January 24, 1996, Commission File No. 1-4300)
*4.5 Apache Corporation Deferred Delivery Plan, effective as of
February 10, 2000, and election forms.
4.6 Non-Qualified Retirement/Savings Plan of Apache Corporation,
restated as of January 1, 1997, and amendments effective as of
January 1, 1997, January 1, 1998 and January 1, 1999
(incorporated by reference to Exhibit 10.17 to Apache's Annual
Report on Form 10-K for the year ended December 31, 1998,
Commission File No. 1-4300)
*4.7 Amendment to the Non-Qualified Retirement/Savings Plan of
Apache Corporation, effective as of January 1, 1999.
*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
Exhibit 4.5
APACHE CORPORATION
DEFERRED DELIVERY PLAN
Effective as of February 10, 2000
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C>
ARTICLE I DEFINITIONS.................................................1
1.01 Account......................................................1
1.02 Affiliated Entity............................................1
1.03 Code.........................................................1
1.04 Committee....................................................1
1.05 Company......................................................2
1.06 Company Match................................................2
1.07 Compensation.................................................2
1.08 Deferred Amounts.............................................2
1.09 Election Agreement...........................................2
1.10 Fair Market Value............................................2
1.11 Participant..................................................2
1.12 Plan Year....................................................3
1.13 Stock........................................................3
1.14 Stock Units..................................................3
1.15 Trust........................................................3
1.16 Trust Agreement..............................................3
1.17 Trustee......................................................3
ARTICLE II ELIGIBILITY AND PARTICIPATION..............................3
2.01 Eligibility and Participation................................3
2.02 Election.....................................................4
2.03 Failure of Eligibility.......................................4
ARTICLE III CONTRIBUTION DEFERRALS....................................4
3.01 Participant Deferrals........................................4
3.02 Company Match................................................5
ARTICLE IV INVESTMENT OF DEFERRALS AND ACCOUNTING; VOTING.............5
4.01 Investments..................................................5
4.02 Voting.......................................................6
ARTICLE V DISTRIBUTIONS...............................................6
5.01 Vesting......................................................6
5.02 Distribution During Employment...............................7
5.03 Distributions After Employment...............................7
5.04 Distributions After Participant's Death......................7
5.05 Withholding..................................................8
ARTICLE VI ADMINISTRATION.............................................8
6.01 The Committee - Plan Administrator...........................8
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
6.02 Committee to Administer and Interpret Plan...................8
6.03 Organization of Committee....................................9
6.04 Agent for Process............................................9
6.05 Determination of Committee Final.............................9
ARTICLE VII TRUST.....................................................9
7.01 Trust Agreement..............................................9
7.02 Expenses of Trust............................................9
ARTICLE VIII AMENDMENT AND TERMINATION...............................10
8.01 Amendment...................................................10
8.02 Successors and Assigns; Termination of Plan.................10
ARTICLE IX MISCELLANEOUS.............................................10
9.01 Stock Subject to the Plan...................................10
9.02 Funding of Benefits -- No Fiduciary Relationship............10
9.03 Right to Terminate Employment...............................11
9.04 Inalienability of Benefits..................................11
9.05 Claims Procedure............................................11
9.06 Disposition of Unclaimed Distributions......................12
9.07 Distributions Due Infants or Incompetents...................12
9.08 Use and Form of Words.......................................12
9.09 Headings....................................................12
9.10 Governing Law...............................................13
</TABLE>
<PAGE> 4
APACHE CORPORATION
DEFERRED DELIVERY PLAN
Apache Corporation ("Apache") hereby establishes the Apache Corporation
Deferred Delivery Plan (the "Plan") effective as of February 10, 2000.
Apache intends for this Plan to provide a select group of key employees
of the Company (as that term is defined in Article I) with an opportunity to
defer income in consideration of the valuable services provided by such
employees to the Company and to induce such employees to remain in the employ of
the Company. The Company intends that the Plan shall not be treated as a
"funded" plan for purposes of either the Code or the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
ARTICLE I
DEFINITIONS
Defined terms used in this Plan shall have the meanings set forth
below:
1.01 Account
"Account" means the memorandum account maintained for each Participant
to which shall be credited all Deferred Amounts elected by a
Participant, all Company Match made on behalf of a Participant, and all
adjustments thereto.
1.02 Affiliated Entity
"Affiliated Entity" means any legal entity that is treated as a single
employer with Apache pursuant to Code sections 414(b), 414(c), 414(m)
or 414(o).
1.03 Code
"Code" means the Internal Revenue Code of 1986, as amended.
1.04 Committee
"Committee" means the Stock Option Plan Committee of Apache's Board of
Directors.
1 of 13
<PAGE> 5
1.05 Company
"Company" means (i) Apache, and (ii) any Affiliated Entity that, with
approval of Apache's Board of Directors, has adopted the Plan.
1.06 Company Match
"Company Match" means the allocations to a Participant's Account made
pursuant to Section 3.02.
1.07 Compensation
"Compensation" shall mean the one-time 1999 discretionary award and/or
income from future exercises of non-qualified employee stock options
granted to the Participants pursuant to Apache's 1990 Stock Incentive
Plan, 1995 Stock Option Plan, 1998 Stock Option Plan or 2000 Stock
Option Plan. The Committee and/or the Board of Directors may from time
to time designate other forms of remuneration that are available for
deferral into the Plan.
1.08 Deferred Amounts
"Deferred Amounts" means the amounts of a Participant's Compensation,
which he elects to defer and have allocated to his Account pursuant to
Section 3.01.
1.09 Election Agreement
"Election Agreement" means an application for participation in the
Plan, execution of which by an eligible employee is required under
Article II for the Participant to elect Deferred Amounts.
1.10 Fair Market Value
"Fair Market Value" means the closing price of the Stock as reported on
the New York Stock Exchange, Inc. Composite Transactions Reporting
System for a particular date. If there are no Stock transactions on
such date, the Fair Market Value shall be determined as of the
immediately preceding date on which there were Stock transactions.
1.11 Participant
"Participant" means any eligible employee selected to participate in
this Plan pursuant to Section 2.01.
2 of 13
<PAGE> 6
1.12 Plan Year
"Plan Year" means the period during which the Plan records are kept.
The Plan Year shall be the calendar year.
1.13 Stock
"Stock" means the $1.25 par value common stock of the Company.
1.14 Stock Units
"Stock Units" means investment units, each of which is deemed to be
equivalent to one share of Stock.
1.15 Trust
"Trust" means the trust or trusts, if any, created by the Company to
provide funding for the distribution of benefits in accordance with the
provisions of the Plan. The assets of any such Trust shall remain
subject to the claims of the Company's general creditors in the event
of the Company's insolvency.
1.16 Trust Agreement
"Trust Agreement" means the written instrument pursuant to which each
separate Trust is created.
1.17 Trustee
"Trustee" means one or more banks, trust companies or insurance
companies designated by the Company to hold the Trust fund and to pay
benefits and expenses as authorized by the Committee in accordance with
the terms and provisions of the Trust Agreement.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.01 Eligibility and Participation
The Committee shall from time to time in its sole discretion select
those employees of the Company who are eligible to participate in the
Plan from those employees who are among a select group of key
employees.
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<PAGE> 7
2.02 Election
Employees who have been selected by the Committee to participate in the
Plan shall complete the election procedure specified by the Committee.
The election procedure may include form(s) for the employee to (a)
designate his beneficiary (pursuant to Article V), (b) designate
Deferred Amounts by entering into an Election Agreement with the
Company (pursuant to Section 3.01), (c) select a payment option for the
eventual distribution of his Account (pursuant to Article V), and (d)
provide such other information as the Committee may reasonably require.
2.03 Failure of Eligibility
The Committee shall have the authority to determine that a Participant
is no longer eligible to participate in the Plan. No Company Match
shall be made, no Deferred Amounts withheld from a Participant's
Compensation, and no dividend amounts credited to a Participant's
Account after he ceases to be eligible to participate in the Plan. The
determination of the Committee with respect to the termination of
participation in the Plan shall be final and binding on all parties
affected thereby. Any benefits accrued hereunder, however, at the time
the Participant becomes ineligible to continue participation, shall be
distributable in accordance with the provisions of the Plan.
ARTICLE III
CONTRIBUTION DEFERRALS
3.01 Participant Deferrals
(a) General. A Participant may elect to defer a portion of his
Compensation by filing the appropriate Election Agreement with
the Committee's designee. Deferred Amounts shall be deducted
through payroll withholding from the Participant's cash
Compensation payable by the Company or through the deferral of
income from the exercise of non-qualified stock option grants.
Deferred Amounts shall be credited to the Participant's Account
on or about the date the amount is deducted or the date of the
stock option exercise.
(b) Initial Enrollment. When an employee first becomes eligible to
participate in the Plan, pursuant to Section 2.01, the
Committee's designee shall provide him with an election form,
which, when properly completed and timely returned to the
Committee's designee shall constitute an Election Agreement. To
be effective, the Election Agreement must be completed and
returned to the Committee's designee by the deadline established
by the Committee. The employee may elect to defer (i) up to 100%
of the one-time 1999 discretionary award, and (ii) such
percentage up to 100% from the exercise of specified stock option
grants, divisible into such increments as may be designated by
the Committee. The Election Agreement shall be effective
immediately upon receipt by the Committee's designee;
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<PAGE> 8
however, Election Agreements relating to stock option exercises
must be completed and returned not less than 6 months in advance
of the Participant's intended exercise date. Each Election
Agreement shall be irrevocable for the deferral of the one-time
1999 discretionary award or the exercise of specified stock
option grants.
(c) Continuing Election. A Participant may enter into a separate
Election Agreement for each stock option exercise or other
deferral opportunity offered by the Committee. To be effective,
the Election Agreement must be completed and returned to the
Committee's designee by the deadline established by the
Committee; however, Election Agreements relating to stock option
exercises must be completed and returned not less than 6 months
in advance of the Participant's intended exercise date. Each
Election Agreement shall be irrevocable.
(d) Participant Becomes Ineligible. A Participant's Election
Agreement shall be canceled immediately when he becomes
ineligible to participate in the Plan.
3.02 Company Match
The Company shall credit to a Participant's Account matching
contributions equal to the Participant's Deferred Amount relating to
the 1999 one-time discretionary award. The Committee may from time to
time in its sole discretion designate such other forms of remuneration
that are available for deferral into the Plan, as well as such other
matching contributions as the Committee deems appropriate. The Company
Match shall be invested as specified in Article IV.
ARTICLE IV
INVESTMENT OF DEFERRALS AND ACCOUNTING; VOTING
4.01 Investments
All amounts credited to a Participant's Account, shall be invested in
Stock Units, with the number of Stock Units determined using the Fair
Market Value of one share of the Stock for the date on which the amount
is credited to the Participant's Account. Amounts equal to any
dividends declared on the Stock shall be credited to the Participant's
Account as of the payment date for such dividend in proportion to the
number of Stock Units in the Participant's Account as of the record
date for such dividend. Such dividend amounts shall be invested in
Stock Units, with the number of Stock Units determined using the Fair
Market Value of the Stock on the dividend payment date. Nothing
contained in this Section shall be construed to give any Participant
any power or control to make investment decisions or otherwise
influence in any manner the investment and reinvestment of assets
contained within any investment alternative, such control being at all
times retained in the full discretion of the Committee. Nothing
contained in this
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Section shall be construed to require the Company or the Committee to
fund any Participant's Account.
4.02 Voting
Participants shall have no right to vote any Stock Units prior to the
date on which such Stock Units are subject to distribution and shares
of Stock are issued therefor.
ARTICLE V
DISTRIBUTIONS
5.01 Vesting
(a) A Participant shall be fully vested in the portion of his Account
that is attributable to his Deferred Amounts.
(b) A Participant shall vest in the portion of his Account that is
attributable to the Company Match as follows: 50% on the date six
months following the date of deferral and the remaining 50% on
the date twelve months following the date of deferral. Dividend
amounts relating to the Company Match shall vest as the
corresponding Stock Units vest.
(c) If a Participant retires or becomes disabled (as defined by the
Company's Long Term Disability Plan) while still employed by the
Company, no vesting occurs subsequent to the date of retirement
or disability and unvested portions of the Account shall be
forfeited immediately.
(d) If a Participant dies while still employed by the Company, any
unvested portion of the Participant's Account shall be
immediately vested.
(e) If a Participant's employment is terminated other than for cause
as defined herein, no further vesting of unvested portions of the
Participants Account shall occur and unvested portions of the
Account shall be forfeited immediately.
(f) If the employment of the Participant is terminated for cause as
determined by the Company, the Participant's entire Account
balance (including his Deferred Amounts) shall be forfeited
immediately. As used in this subsection, "cause" shall mean a
gross violation, as determined by the Company, of the Company's
established policies and procedures. The effect of this
subsection shall be limited to determining the consequences of a
termination and nothing in this subsection shall restrict or
otherwise interfere with Company's discretion with respect to
termination of any employee.
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5.02 Distribution During Employment
While a Participant is employed by the Company, the only available
distribution is a distribution pursuant to the terms of the applicable
Election Agreement beginning 5 years after the date of deferral
pursuant to the Election Agreement(s) on file for the Participant. Any
distribution shall be paid in whole shares of Stock, with any
fractional shares paid in cash, delivered in the number of installments
designated by the Participant in the applicable Election Agreement. If
a Participant remains employed by the Company, a Participant may elect
to further defer his distribution by executing a new Election Agreement
at least 6 months prior to the first installment due pursuant to the
Participant's previous election.
5.03 Distributions After Employment
Distributions after the Participant's death are discussed in Section
5.04. All other distributions are discussed in this Section.
(a) Timing. The Participant's vested Account shall be distributed
after the Participant terminates employment with the Company. The
timing of the distribution shall be pursuant to the Participant's
Election Agreement(s).
(b) Form of Distribution. The Participant's entire vested Account
shall be paid in whole shares of Stock, with any fractional
shares paid in cash, delivered in the number of installments
designated pursuant to the Election Agreement(s) executed by the
Participant.
(c) Reemployment. If a Participant is reemployed by the Company
before he is paid his entire vested Account balance, his
installments from the Plan shall be suspended. Installments will
resume after he again terminates employment. The number of
remaining installments shall be the number of annual installments
originally chosen, less the number of installments received
before he was re-employed. If the Participant dies before
receiving all installments, Section 5.04 shall apply.
5.04 Distributions After Participant's Death
(a) Each Participant shall designate one or more persons, trusts or
other entities as his beneficiary (the "Beneficiary") to receive
any amounts distributable hereunder at the time of the
Participant's death. In the absence of an effective beneficiary
designation as to part or all of a Participant's interest in the
Plan, such amount shall be distributed to the Participant's
surviving spouse, if any, otherwise to the personal
representative of the Participant's estate.
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(b) A beneficiary designation may be changed by the Participant at
any time and without the consent of any previously designated
Beneficiary. However, if the Participant is married, his spouse
shall be his Beneficiary unless such spouse has consented to the
designation of a different beneficiary. To be effective, the
spouse's consent must be in writing, witnessed by a notary
public, and filed with the Committee's designee. If a Participant
has designated his spouse as a Beneficiary or as a contingent
beneficiary, and the Participant and that spouse subsequently
divorce, then such beneficiary designation shall be void and of
no effect with respect to such spouse on the day such divorce is
final.
(c) When a Participant dies, his remaining vested Account balance
shall be distributed to his Beneficiary as soon as
administratively possible after his death, regardless of the
payment schedule the Participant elected, and regardless of
whether installment payments had begun. Such distribution shall
be paid in whole shares of Stock, with any fractional shares paid
in cash.
5.05 Withholding
At the time of distribution, the Plan shall withhold any taxes or other
amounts that are required to be withheld pursuant to any applicable law
or such greater amount as directed by the Participant. The Committee
may direct the Plan to withhold additional amounts from any payment,
either because the Participant so requested or to repay the
Participant's debt or obligation to the Company.
ARTICLE VI
ADMINISTRATION
6.01 The Committee - Plan Administrator
The Plan Administrator for the Plan shall be the Stock Option Plan
Committee of the Board of Directors of Apache.
6.02 Committee to Administer and Interpret Plan
The Committee shall administer the Plan and shall have all discretion
and powers necessary for that purpose, including, but not by way of
limitation, full discretion and power to interpret the Plan, to
determine the eligibility, status and rights of all persons under the
Plan and, in general, to decide any dispute. The Committee shall direct
the Company, the Trustee, or both, as the case may be, concerning
distributions in accordance with the provisions of the Plan. The
Committee's designee shall maintain all Plan records except records of
any Trust.
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6.03 Organization of Committee
The Committee shall adopt such rules as it deems desirable for the
conduct of its affairs and for the administration of the Plan. It may
appoint designees and/or agents (who need not be members of the
Committee) to whom it may delegate such powers as it deems appropriate,
except that the Committee shall determine any dispute. The Committee
may make its determinations with or without meetings. The Committee may
authorize one or more of its members, designees or agents to sign
instructions, notices and determinations on its behalf. The action of a
majority of the Committee's members shall constitute the action of the
Committee.
6.04 Agent for Process
Apache's Vice President and General Counsel and Apache's Corporate
Secretary shall each be an agent of the Plan for service of all
process.
6.05 Determination of Committee Final
The decisions made by the Committee shall be final and conclusive on
all persons.
ARTICLE VII
TRUST
7.01 Trust Agreement
The Company may, but shall not be required to, adopt a separate Trust
Agreement for the holding and administration of the funds contributed
to Accounts under the Plan. The Trustee shall maintain and allocate
assets to a separate account for each Participant under the Plan. The
assets of any such Trust shall remain subject to the claims of the
Company's general creditors in the event of the Company's insolvency.
7.02 Expenses of Trust
The parties expect that any Trust created pursuant to Section 7.01 will
be treated as a "grantor" trust for federal and state income tax
purposes and that, as a consequence, such Trust will not be subject to
income tax with respect to its income. However, if the Trust should be
taxable, the Trustee shall pay all such taxes out of the Trust. All
expenses of administering any such Trust shall be a charge against and
shall be paid from the assets of such Trust.
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<PAGE> 13
ARTICLE VIII
AMENDMENT AND TERMINATION
8.01 Amendment
The Plan may be amended at any time and from time to time,
retroactively or otherwise; however, no amendment shall reduce any
vested benefit that has accrued on the effective date of such
amendment.
Each amendment of the Plan shall be in writing and shall be approved by
the Committee and/or Apache's Board of Directors. An officer of Apache
to whom the Committee and/or Apache's Board of Directors has delegated
the authority to execute Plan amendments shall execute each such
amendment.
8.02 Successors and Assigns; Termination of Plan
The Plan is binding upon Apache and its successors and assigns. The
Plan shall continue in effect from year to year unless and until
terminated by Apache's Board of Directors. Any such termination shall
operate only prospectively and shall not reduce any vested benefit that
has accrued on the effective date of such termination.
ARTICLE IX
MISCELLANEOUS
9.01 Stock Subject to the Plan
All benefits payable under the Plan shall be distributed in whole
shares of Stock, with any fractional shares paid in cash. Apache shall,
at all times during the term of the Plan, have reserved from its
treasury at least the number of shares of the Stock required from time
to time under the provisions of the Plan.
9.02 Funding of Benefits -- No Fiduciary Relationship
Benefits shall be paid either out of the Trust or, if no Trust is in
existence or if the assets in the Trust are insufficient to provide
fully for such benefits, then such benefits shall be distributed by the
Company out of its general assets. Nothing contained in the Plan shall
be deemed to create any fiduciary relationship between the Company and
the Participants. Notwithstanding anything herein to the contrary, to
the extent that any person acquires a right to receive benefits under
the Plan, such right shall be no greater than the right of any
unsecured general creditor of the Company, except to the extent
provided in the Trust Agreement, if any.
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9.03 Right to Terminate Employment
The Company may terminate the employment of any Participant as freely
and with the same effect as if the Plan were not in existence.
9.04 Inalienability of Benefits
No Participant shall have the right to assign, transfer, hypothecate,
encumber or anticipate his interest in any benefits under the Plan, nor
shall the benefits under the Plan be subject to any legal process to
levy upon or attach the benefits for payment for any claim against the
Participant or his spouse. If, notwithstanding the foregoing provision,
any Participant's benefits are garnished or attached by the order of
any court, the Company may bring an action for declaratory judgment in
a court of competent jurisdiction to determine the proper recipient of
the benefits to be distributed pursuant to the Plan. During the
pendency of the action, any benefits that become distributable shall be
paid into the court, as they become distributable, to be distributed by
the court to the recipient it deems proper at the conclusion of the
action.
9.05 Claims Procedure
(a) The Participant, his spouse or the authorized representative of
the claimant shall file all claims in writing, by completing such
procedures as the Committee shall require. Such procedures shall
be reasonable and may include the completion of forms and the
submission of documents and additional information.
(b) If a claim is denied, notice of denial shall be furnished by the
Committee to the claimant within 90 days after the receipt of the
claim by the Committee, unless special circumstances require an
extension of time for processing the claim, in which event
notification of the extension shall be provided to the
Participant or beneficiary and the extension shall not exceed 90
days.
(c) The Committee shall provide adequate notice, in writing, to any
claimant whose claim as been denied, setting forth the specific
reasons for such denial, specific reference to pertinent Plan
provisions, a description of any additional material or
information necessary for the claimant to perfect his claims and
an explanation of why such material or information is necessary,
all written in a manner calculated to be understood by the
claimant. Such notice shall include appropriate information as to
the steps to be taken if the claimant wishes to submit his claim
for review. The claimant or the claimant's authorized
representative may request such review within the reasonable
period of time prescribed by the Committee. In no event shall
such a period of time be less than 60 days. A decision on review
shall be made not later than 60 days after the Committee's
receipt of the request for review. If special circumstances
require a further extension of time for processing, a decision
shall be rendered not later than 120 days following the
Committee's receipt of the request for review. If such an
extension of time for
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review is required, written notice of the extension shall be
furnished to the claimant prior to the commencement of the
extension. The decision on review shall be furnished to the
claimant. Such decision shall be in writing and shall include
specific reasons for the decision, written in a manner calculated
to be understood by the claimant, as well as specific references
to the pertinent Plan provisions on which the decision is based.
9.06 Disposition of Unclaimed Distributions
Each Participant must file with the Company from time to time in
writing his post office address and each change of post office address.
Any communication, statement or notice addressed to a Participant at
his last post office address on file with the Company, or if no address
is filed with the Company, then at his last post office address as
shown on the Company's records, will be binding on the Participant and
his spouse for all purposes of the Plan. The Company shall not be
required to search for or locate a Participant or his spouse.
9.07 Distributions Due Infants or Incompetents
If any person entitled to a distribution under the Plan is an infant,
or if the Committee determines that any such person is incompetent by
reason of physical or mental disability, whether or not legally
adjudicated an incompetent, the Committee shall have the power to cause
the distributions becoming due to such person to be made to another for
his benefit, without responsibility of the Committee to see to the
application of such distributions. Distributions made pursuant to such
power shall operate as a complete discharge of the Company, the
Trustee, if any, and the Committee.
9.08 Use and Form of Words
When any words are used herein in the masculine gender, they shall be
construed as though they were also used in the feminine gender in all
cases where they would so apply, and vice versa. Whenever any words are
used herein in the singular form, they shall be construed as though
they were also used in the plural form in all cases where they would so
apply, and vice versa.
9.09 Headings
Headings of Articles and Sections are inserted solely for convenience
and reference, and constitute no part of the Plan.
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9.10 Governing Law
The Plan and all Election Agreements shall be construed in accordance
with the Code and, to the extent applicable, the laws of the State of
Texas excluding any conflicts-of-law provisions.
February 10, 2000
ATTEST: APACHE CORPORATION
/s/ Cheri L. Peper /s/ Daniel L. Schaeffer
- ------------------------------ --------------------------------
Cheri L. Peper Daniel L. Schaeffer
Corporate Secretary Vice President, Human Resources
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<PAGE> 17
APACHE CORPORATION
DEFERRED DELIVERY PLAN
ELECTION FORM - 1999 DISCRETIONARY AWARD
PAGE 1 OF 2
Name: Social Security Number:
----------------------------- -------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
COMPLETE PARTS I, II, AND III
I. 1999 DISCRETIONARY AWARD -- I elect to defer receipt of a portion of my
1999 Discretionary Award
Choose A, B, or C and fill in the Blank
______ A. I elect to defer 100% of my 1999 Discretionary Award
______ B. I elect to defer _____ % of my 1999 Discretionary Award. Designate
the percent you wish to defer in increments of 10% up to 90%
______ C. I do not wish to defer any of my 1999 Discretionary Award -- (If
you do not wish to defer income, then turn the form over,
sign, and date form.)
II. ACCOUNT DISTRIBUTION
You must make two elections about your account distribution -- When to start
Distribution & the Number of Annual Installments
A. WHEN TO START DISTRIBUTION:
Choose 1 or 2
_______ 1. I elect to defer account distribution for 5 years - Can be renewed
for another 5 years, if election made 6 months prior to
distribution date.
_______ 2. I elect to defer account distribution until I terminate employment
B. 5 YEAR DEFERRAL -- NUMBER OF ANNUAL INSTALLMENTS:
Choose 1 or 2
_______ 1. I elect to receive my account in one lump sum distribution
_______ 2. I elect to receive my account in 5 annual installments
C. TERMINATION DEFERRAL -- NUMBER OF ANNUAL INSTALLMENTS:
Choose 1, 2, or 3
_______ 1. I elect to receive my account in one lump sum distribution
_______ 2. I elect to receive my account in 5 annual installments
_______ 3. I elect to receive my account in 10 annual installments
<PAGE> 18
APACHE CORPORATION
DEFERRED DELIVERY PLAN
ELECTION FORM - 1999 DISCRETIONARY AWARD
PAGE 2 OF 2
IV. BENEFICIARY DESIGNATION
I designate the following person(s) as my beneficiaries: (Provide the full name
and social security number of each primary and contingent beneficiary. Specify
your relationship to each beneficiary. Specify the percentage each beneficiary
is to receive.
PRIMARY BENEFICIARY OR BENEFICIARIES (Print Information)
<TABLE>
<CAPTION>
% Name Relationship Social Security Number
--- ---- ------------ ----------------------
<S> <C> <C> <C>
- ------- ------------------------------- ----------------------- -----------------------------
- ------- ------------------------------- ----------------------- -----------------------------
- ------- ------------------------------- ----------------------- -----------------------------
- ------- ------------------------------- ----------------------- -----------------------------
- ------- ------------------------------- ----------------------- -----------------------------
- ------- ------------------------------- ----------------------- -----------------------------
- ------- ------------------------------- ----------------------- -----------------------------
----------------------------------------------------------- -----------------------------
Participant Signature Date
</TABLE>
<PAGE> 19
APACHE CORPORATION
DEFERRED DELIVERY PLAN
ELECTION FORM - STOCK OPTION EXERCISE
PAGE 1 OF 2
Name: Social Security Number:
---------------------------- --------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
COMPLETE PARTS I, II, AND III
I. STOCK OPTION INCOME -- I elect to defer receipt of a portion or all of my
Stock Option Income
Choose A, B, or C and fill in the Blanks
______ A. I elect to defer 100% of my next Stock Option Income in ______(year)
______ B. I elect to defer ___ % of my next Stock Option Income in _____(year)
Designate the percent you wish to defer in increments of 1%
up to 100%
______ C. I do not wish to defer any of my Stock Option Income in _______(year)
-- (If you do not wish to defer income, then turn the form
over, sign, and date form.)
II. ACCOUNT DISTRIBUTION
You must make two elections about your account distribution -- When to start
Distribution & the Number of Annual Installments
A. WHEN TO START DISTRIBUTION:
Choose 1 or 2
______ 1. I elect to defer account distribution for 5 years -- Can be renewed
for another 5 years, if election made 6 months prior to
distribution date.
______ 2. I elect to defer account distribution until I terminate employment
B. 5 YEAR DEFERRAL -- NUMBER OF ANNUAL INSTALLMENTS:
Choose 1 or 2
______ 1. I elect to receive my account in one lump sum distribution
______ 2. I elect to receive my account in 5 annual installments
C. TERMINATION DEFERRAL -- NUMBER OF ANNUAL INSTALLMENTS:
Choose 1, 2, or 3
______ 1. I elect to receive my account in one lump sum distribution
______ 2. I elect to receive my account in 5 annual installments
______ 3. I elect to receive my account in 10 annual installments
<PAGE> 20
APACHE CORPORATION
DEFERRED DELIVERY PLAN
ELECTION FORM - STOCK OPTION EXERCISE
PAGE 2 OF 2
IV. BENEFICIARY DESIGNATION
I designate the following person(s) as my beneficiaries: (Provide the full name
and social security number of each primary and contingent beneficiary. Specify
your relationship to each beneficiary. Specify the percentage each beneficiary
is to receive.
PRIMARY BENEFICIARY OR BENEFICIARIES (Print Information)
<TABLE>
<CAPTION>
% Name Relationship Social Security Number
--- ---- ------------ ----------------------
<S> <C> <C> <C>
- ------- --------------------------------- -------------------------- -------------------------------
- ------- --------------------------------- -------------------------- -------------------------------
- ------- --------------------------------- -------------------------- -------------------------------
- ------- --------------------------------- -------------------------- -------------------------------
- ------- --------------------------------- -------------------------- -------------------------------
- ------- --------------------------------- -------------------------- -------------------------------
- ------- --------------------------------- -------------------------- -------------------------------
--------------------------------------------------------------- -------------------------------
Participant Signature Date
</TABLE>
<PAGE> 1
Exhibit 4.7
Amendment
To
Non-Qualified Retirement/Savings Plan of Apache Corporation
Apache Corporation ("Apache") maintains the Non-Qualified Retirement/Savings
Plan of Apache Corporation (the "Plan"). Pursuant to section 8.02 of the Plan,
Apache has retained the right to amend the Plan. Apache hereby exercises that
right, effective as of January 1, 1999, as follows.
1. Paragraph 1.06(a)(iii) shall be replaced in its entirety by the following.
(iii) the regular annual bonus (unless all or a portion is excluded by
the Committee before the regular annual bonus is paid) and any
other bonus designated by the Committee,
2. Paragraphs 1.06(b)(xi) and (xii) shall be replaced in their entirety by the
following.
(xi) any bonus other than (i) a regular annual bonus not otherwise
excluded by the Committee and (ii) a bonus specifically included
as Compensation by the Committee, in each case pursuant to the
provisions of paragraph 1.06(a)(iii).
(xii) except as provided under paragraph (a)(vi), any benefit accrued
under, or any payment from, any nonqualified plan of deferred
compensation.
3. Subsection 3.01(d) shall be replaced in its entirety by the following.
(d) Deferrals from Bonuses. In addition to the Deferred Contributions that
are provided for in Subsections 3.01(b) and 3.01(c) above, a Participant
may also elect to defer up to 75% of any "eligible bonus" by filing an
Enrollment Agreement with the Committee. An "eligible bonus" is any
bonus described in Paragraph 1.06(a)(iii) unless excluded pursuant to
the terms of such paragraph. The Committee must receive the
Participant's signed Agreement by the date specified by the Committee,
which date shall be no later than the day before the size of the
eligible bonus is determined.
4. Subsection 3.02(a) shall be replaced in its entirety by the following.
(a) Matching Contribution.
(i) The matching contribution for this Plan shall be calculated each
pay period, after the Savings Plan's matching contribution is
calculated. The "total match" each pay period shall be equal to
the Participant's "total deferrals"
Page 1 of 2
<PAGE> 2
for the pay period, up to a maximum total match for a pay period
of 6% of the pay period's Compensation.
(ii) Definitions.
The "total match" is equal to the matching contribution to the
Participant's Account in this Plan plus the Company Matching
Contribution allocated to the Participant's accounts in the
Savings Plan.
The "total deferrals" for a pay period are equal to (i) the
Participant's Deferred Contributions for the pay period,
including any Deferred Contributions from an eligible bonus as
defined in paragraph 3.01(d) that is paid during the pay period,
plus (ii) the Participant's salary deferrals to the Savings Plan
for the pay period.
(iii) Additional Match. If a Participant's match in the Savings Plan is
reduced to comply with any requirement of federal law (such as
the ACP or multiple-use test of Code section 401(m) or the limits
imposed by Code section 415 or 401(a)(17)) after the match for
this Plan has been calculated, then the Participant's match for
this Plan shall be increased by the amount of the reduction in
the match in the Savings Plan.
(iv) Exception. Notwithstanding paragraphs (i) and (iii) above, the
matching contribution for a Participant shall be $0 for any Plan
Year in which the Participant fails to make the maximum possible
salary deferral to the Savings Plan for that Plan Year. If a
matching contribution is made to the Participant's Account in
this Plan before he makes the maximum possible salary deferral to
the Savings Plan for the Plan Year, and the Participant fails to
contribute the maximum possible salary deferral to the Savings
Plan for the Plan Year, then the Participant shall forfeit any
matching contribution (adjusted to reflect any investment gains
or losses thereon) made to the Participant's Accounts for the
Plan Year.
IN WITNESS WHEREOF, this Amendment has been executed the date set forth below.
APACHE CORPORATION
By: /s/ Daniel L. Schaeffer
-----------------------
Date: February 22, 2000 Title: Vice President, Human Resources
Page 2 of 2
<PAGE> 1
[Apache Letterhead]
EXHIBIT 5.1
February 24, 2000
Apache Corporation
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
Gentlemen:
I am rendering this opinion in my capacity as Attorney for 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 1,100,000 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 1,100,000
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/ Jeffrey B. King
Jeffrey B. King
Attorney
<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 March 5, 1999 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, 1998, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
February 23, 2000
<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, 1999, and to
all references to our Firm included in this registration statement.
/s/ Ryder Scott Company, L.P.
Ryder Scott Company, L.P.
Houston, Texas
February 23, 2000
<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 S-8 Registration Statement.
Netherland, Sewell & Associates, Inc.
By: /s/ Clarence M. Netherland
-----------------------------------
Clarence M. Netherland
Chairman
Dallas, Texas
February 23, 2000
