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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): March 29, 2002
APACHE CORPORATION
(Exact name of registrant as specified in Charter)
<Table>
DELAWARE 1-4300 41-0747868
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
</Table>
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
By unanimous written consent dated March 29, 2002, the Registrant's Board of
Directors, upon the recommendation of the Audit Committee, resolved (i) not to
engage Arthur Andersen LLP ("Andersen") to act as the Registrant's independent
public accountants and (ii) to engage Ernst & Young LLP to serve as the
Registrant's independent public accountants for the fiscal year ending December
31, 2002. This decision followed the Registrant's decision to seek proposals
from other independent accountants to audit its financial statements for the
fiscal year ending December 31, 2002 announced on March 22, 2002.
The audit reports of Andersen on the consolidated financial statements of the
Registrant and subsidiaries as of and for the fiscal years ended December 31,
2001 and December 31, 2000 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty or audit scope.
In addition, there were no modifications as to accounting principles except that
the audit reports of Andersen contained an explanatory paragraph with respect to
(a) the change in the method of accounting for crude oil inventories effective
January 1, 2000 as required by the Securities and Exchange Commission, and (b)
the change in the method of accounting for derivative instruments effective
January 1, 2001 as required by the Financial Accounting Standards Board.
During the Registrant's two most recent fiscal years ended December 31, 2001,
and from January 1, 2002 through the date of this Form 8-K, there were no
disagreements between the Registrant and Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Andersen's satisfaction,
would have caused Andersen to make reference to the subject matter of the
disagreement in connection with their reports; and there were no reportable
events, as described in Item 304(a)(1)(v) of Regulation S-K.
The Registrant provided Andersen with a copy of the above disclosures. A letter
dated April 2, 2002, from Andersen stating its agreement with such statements is
listed under Item 7 as Exhibit 16.1 and incorporated herein by reference.
The Registrant's press release dated March 22, 2002, announcing that a search
for new independent public accountants is in process, is listed under Item 7 as
Exhibit 99.1 and is incorporated herein by reference. The Registrant's press
release dated April 2, 2002 announcing the engagement of Ernst & Young as the
Registrant's independent public accountants for the fiscal year ended December
31, 2002, is listed under Item 7 as Exhibit 99.2 and is incorporated herein by
reference.
During the Registrant's two most recent fiscal years ended December 31, 2001,
and from January 1, 2002 through the date of this Form 8-K, the Registrant did
not consult Ernst & Young with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Registrant's consolidated
financial statements, or any other matters or reportable events described in
Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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*16.1 Letter of Arthur Andersen LLP, dated April 2, 2002,
regarding change in certifying accountant.
*99.1 Press Release, dated March 22, 2002, "Apache to
Change Independent Auditors".
*99.2 Press Release, dated April 2, 2002, "Apache Names
Ernst & Young Independent Auditors for 2002."
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* filed herewith
2
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: April 2, 2002 /s/ Z.S. Kobiashvili
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Z.S. Kobiashvili
Senior Vice President and General Counsel
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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*16.1 Letter of Arthur Andersen LLP, dated April 2, 2002,
regarding change in certifying accountant.
*99.1 Press Release, dated March 22, 2002, "Apache to
Change Independent Auditors".
*99.2 Press Release, dated April 2, 2002, "Apache Names
Ernst & Young Independent Auditors for 2002".
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* filed herewith