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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): July 27, 2000
APACHE CORPORATION
(Exact name of registrant as specified in Charter)
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DELAWARE 1-4300 41-0747868
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
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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
Exhibits are filed herewith in connection with the Registration Statement (the
"Registration Statement") on Form S-3 (Registration No. 333-32580) filed on
March 15, 2000 by Apache Corporation ("Apache") with the Securities and Exchange
Commission ("SEC") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement, amended on March 29, 2000 and declared effective by the
SEC on March 30, 2000, relates to the shelf registration of certain securities
including Apache common stock, par value $1.25 per share (the "Common Stock"),
for delayed or continuous offering pursuant to Rule 415 under the Act for an
aggregate initial offering price not to exceed $1,000,000,000. Reference is made
to the Registration Statement for further information concerning the terms of
the Common Stock and other securities and the offering thereof.
On July 27, 2000, Apache entered into a U.S. Purchase Agreement, dated July 27,
2000 (the "U.S. Purchase Agreement"), among Apache and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Credit
Suisse First Boston Corporation and Salomon Smith Barney Inc., as
representatives (the "U. S. Representatives") of the several underwriters named
in the U.S. Purchase Agreement (the "U.S. Underwriters"), and an International
Purchase Agreement, dated July 27, 2000 (the "International Purchase
Agreement"), among Apache and Merrill Lynch International, Goldman Sachs
International, Credit Suisse First Boston (Europe) Limited and Salomon Brothers
International Limited (the "International Managers"). The U.S. Underwriters and
the International Managers are collectively referred to herein as the
"Underwriters". The U.S. Purchase Agreement and the International Purchase
Agreement are listed under Item 7 as Exhibits 1.1 and 1.2, respectively, and are
incorporated herein by reference.
On or about August 2, 2000 and under the U.S. Purchase Agreement and the
International Purchase Agreement, Apache will issue to the Underwriters, for
offering to the public, 9,200,000 shares of Common Stock, including the exercise
of the Underwriters' over-allotment option, pursuant to the U.S. Prospectus
Supplement, dated July 27, 2000, and the International Prospectus Supplement,
dated July 27, 2000, each to the base Prospectus, dated March 30, 2000. The U.S.
Prospectus Supplement and the International Prospectus Supplement are listed
under Item 7 as Exhibits 99.1 and 99.2, respectively, and are incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
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EXHIBIT NO. DESCRIPTION
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1.1* U.S. Purchase Agreement, dated July 27, 2000, among Apache and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Credit
Suisse First Boston Corporation and Salomon Smith Barney Inc.
1.2* International Purchase Agreement, dated July 27, 2000, among Apache and Merrill Lynch
International, Goldman Sachs International, Credit Suisse First Boston (Europe)
Limited and Salomon Brothers International Limited.
99.1 U.S. Prospectus Supplement, dated July 27, 2000, to the base Prospectus, dated March 30,
2000 (incorporated by reference to filing under Rule 424(b) made July 31, 2000, and
relating to the Registration Statement on Form S-3, Registration No. 333-32580).
99.2 International Prospectus Supplement, dated July 27, 2000, to the base Prospectus,
dated March 30, 2000 (incorporated by reference to filing under Rule 424(b) made July
31, 2000, and relating to the Registration Statement on Form S-3, Registration No.
333-32580).
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* filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
APACHE CORPORATION
Date: August 1, 2000 /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili
Vice President and General Counsel
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION
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1.1* U.S. Purchase Agreement, dated July 27, 2000, among Apache and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Credit
Suisse First Boston Corporation and Salomon Smith Barney Inc.
1.2* International Purchase Agreement, dated July 27, 2000, among Apache and Merrill Lynch
International, Goldman Sachs International, Credit Suisse First Boston (Europe)
Limited and Salomon Brothers International Limited.
99.1 U.S. Prospectus Supplement, dated July 27, 2000, to the base Prospectus, dated March 30,
2000 (incorporated by reference to filing under Rule 424(b) made July 31, 2000, and
relating to the Registration Statement on Form S-3, Registration No. 333-32580).
99.2 International Prospectus Supplement, dated July 27, 2000, to the base Prospectus,
dated March 30, 2000 (incorporated by reference to filing under Rule 424(b) made July
31, 2000, and relating to the Registration Statement on Form S-3, Registration No.
333-32580).
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* filed herewith
