1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ____________________
Commission file number 1-4300
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-0747868
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Suite 100, One Post Oak Central
2000 Post Oak Boulevard, Houston, TX 77056-4400
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (713) 296-6000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X . NO .
----- -----
Number of shares of Apache Corporation common stock, $1.25 par value,
outstanding as of June 30, 1994. . . . . . . . . . . . . . . . . . .61,353,087
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
APACHE CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED INCOME
(UNAUDITED)
(In thousands, except
per share data)
For the Quarter For the Six Months
Ended June 30, Ended June 30,
------------------------- -------------------------
1994 1993 1994 1993
-------- -------- -------- --------
REVENUES:
Oil and gas production revenues $122,706 $105,113 $236,913 $206,863
Gathering, processing and
marketing revenues 10,530 5,965 17,294 12,035
Equity in income of affiliates 196 192 291 462
Other revenues 1,515 - 2,040 502
-------- -------- -------- --------
134,947 111,270 256,538 219,862
-------- -------- -------- --------
OPERATING EXPENSES:
Depreciation, depletion and
amortization 58,104 40,060 109,401 78,839
International impairments 2,800 3,600 6,300 7,200
Operating costs 33,027 30,230 66,176 59,502
Gathering, processing and
marketing costs 9,185 5,405 14,768 9,776
Administrative, selling and other 9,328 8,121 17,883 16,879
Financing costs:
Interest expense 7,564 6,528 14,095 14,455
Amortization of deferred
loan costs 949 953 1,712 1,994
Capitalized interest (1,149) (1,367) (2,170) (2,732)
Interest income (201) (46) (244) (186)
-------- -------- -------- --------
119,607 93,484 227,921 185,727
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 15,340 17,786 28,617 34,135
Provision for income taxes 5,144 6,291 9,014 11,048
-------- -------- -------- --------
NET INCOME $ 10,196 $ 11,495 $ 19,603 $ 23,087
======== ======== ======== ========
NET INCOME PER COMMON SHARE $ .17 $ .22 $ .32 $ .46
======== ======== ======== ========
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 61,243 52,766 61,204 50,160
======== ======== ======== ========
The accompanying notes to consolidated financial statements
are an integral part of this statement.
1
3
APACHE CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CASH FLOWS
(Unaudited)
(In thousands) For the Six Months
Ended June 30,
----------------------------------
1994 1993
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 19,603 $ 23,087
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation, depletion and amortization 109,401 78,839
International impairments 6,300 7,200
Amortization of deferred loan costs 1,712 1,994
Provision for deferred income taxes 12,014 11,048
--------- ---------
149,030 122,168
Cash distributions less than
earnings of affiliates (291) (466)
Gain on sale of stock held for investment (1,464) -
Changes in operating assets and liabilities:
Increase in receivables (10,220) (5,152)
Increase in advances to oil and
gas ventures and other (3,847) (2,745)
(Increase) decrease in other assets (2,741) 118
Decrease in accounts payable (1,109) (20,828)
Decrease in accrued expenses (6,451) (12,366)
Decrease in deferred credits
and other noncurrent liabilities (3,904) (778)
--------- ---------
Net cash provided by operating activities 119,003 79,951
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Exploration and development expenditures (137,301) (102,979)
Acquisition of oil and gas properties (26,965) (44,122)
Non-cash portion of oil and gas property
additions 3,047 6,128
Proceeds from sale of oil and gas properties 125 2,420
Proceeds from sale of gas gathering system - 32,201
Purchase of HERC stock and other (14,885) (3,808)
Proceeds from sale of stock held for investment 2,262 -
Change in inventory, net (613) 890
Other capital expenditures, net (4,156) (26,394)
--------- ---------
Net cash used by investing activities (178,486) (135,664)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Long-term borrowings 92,462 65,665
Payments on long-term debt (27,012) (147,434)
Proceeds from issuance of common stock, net 3,043 132,554
Dividends paid (8,536) (6,978)
Costs of debt transactions (875) (270)
--------- ---------
Net cash provided by financing activities 59,082 43,537
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (401) (12,176)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 17,064 26,127
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 16,663 $ 13,951
========= =========
The accompanying notes to consolidated financial statements
are an integral part of this statement.
2
4
APACHE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In thousands) June 30, December 31,
1994 1993
------------ ------------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 16,663 $ 17,064
Receivables 102,060 91,840
Inventories 7,765 7,152
Advances to oil and gas ventures and other 10,731 6,884
------------ ------------
137,219 122,940
------------ ------------
PROPERTY AND EQUIPMENT:
Oil and gas on the basis of full
cost accounting:
Proved properties 2,675,305 2,516,801
Unproved properties and properties
under development, not being amortized 111,234 105,597
Gas gathering, transmission and
processing facilities 25,809 25,809
Other, at cost 40,631 36,938
------------ ------------
2,852,979 2,685,145
Less: Accumulated depreciation,
depletion and amortization (1,363,463) (1,248,685)
------------ ------------
1,489,516 1,436,460
------------ ------------
OTHER ASSETS:
Investments in affiliates 5,968 5,677
Deferred charges and other 28,976 27,330
------------ ------------
34,944 33,007
------------ ------------
$ 1,661,679 $ 1,592,407
============ ============
The accompanying notes to consolidated financial statements
are an integral part of this statement.
3
5
APACHE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(In thousands) June 30, December 31,
1994 1993
------------ ------------
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 620 $ 9,017
Accounts payable 103,421 118,447
Accrued operating expense 14,129 17,371
Accrued exploration and development 18,130 15,083
Accrued income taxes 2,611 6,048
Accrued interest 2,291 2,010
Accrued compensation and benefits 5,737 9,170
Other accrued expenses 8,187 8,244
------------ ------------
155,126 185,390
------------ ------------
LONG-TERM DEBT 526,856 453,009
------------ ------------
DEFERRED CREDITS AND OTHER NONCURRENT
LIABILITIES:
Income taxes 140,438 128,554
Advances on gas contracts 3,914 3,914
Future operating costs for royalty
interest sold 9,149 10,389
Other 26,200 25,297
------------ ------------
179,701 168,154
------------ ------------
SHAREHOLDERS' EQUITY:
Common stock, $1.25 par, 215,000,000
authorized, 62,482,043 and
62,334,241 shares issued, respectively 78,103 77,918
Paid-in capital 542,247 540,155
Retained earnings 193,218 182,195
Treasury stock, at cost, 1,128,956 and
1,248,827 shares, respectively (13,572) (14,414)
------------ ------------
799,996 785,854
------------ ------------
$ 1,661,679 $ 1,592,407
============ ============
The accompanying notes to consolidated financial statements
are an integral part of this statement.
4
6
APACHE CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED RETAINED EARNINGS
(Unaudited)
(In thousands) For the Quarter
Ended June 30,
-----------------------------------
1994 1993
---------- ----------
RETAINED EARNINGS, Beginning of period $ 187,316 $ 168,661
Net income 10,196 11,495
Dividends declared:
Common stock, $.07 per share (4,294) (3,694)
---------- ----------
RETAINED EARNINGS, End of period $ 193,218 $ 176,462
========== ==========
For the Six Months
Ended June 30,
-----------------------------------
1994 1993
---------- ----------
RETAINED EARNINGS, Beginning of year $ 182,195 $ 160,763
Net income 19,603 23,087
Dividends declared:
Common stock, $.14 per share (8,580) (7,388)
---------- ----------
RETAINED EARNINGS, End of period $ 193,218 $ 176,462
========== ==========
The accompanying notes to consolidated financial statements
are an integral part of this statement.
5
7
APACHE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission, and reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results for the interim
periods, on a basis consistent with the annual audited statements. All such
adjustments are of a normal recurring nature. Certain information, accounting
policies, and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
financial statements and the summary of significant accounting policies and
notes thereto included in the Company's latest annual report on Form 10-K.
INCOME TAXES
Under the liability method specified by Statement of Financial Accounting
Standards No. 109, deferred taxes are determined based on the estimated future
tax effect of differences between the financial statement and tax bases of
assets and liabilities given the provisions of enacted laws.
INCOME PER SHARE
Primary income per common share was calculated by dividing net income by the
weighted average common shares outstanding. The effect of common stock
equivalents, including shares issuable upon the exercise of stock options
(calculated using the treasury stock method) and upon the assumed conversion of
the Company's 3.93 percent convertible notes, was not significant or was
anti-dilutive for all periods presented.
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
The Company considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents. These investments are
carried at cost which approximates market.
The following table provides additional disclosure of cash payments (in
thousands):
For the Six Months
Ended June 30,
----------------------------------------
1994 1993
--------------- --------------
Cash paid during the period for:
Interest (net of amounts capitalized) $ 11,830 $ 15,648
Income taxes (net of refunds) $ (54) $ 1,371
6
8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Results
Apache reported net income of $10.2 million, or $.17 per share, for the second
quarter of 1994 compared to $11.5 million, or $.22 per share, for the same
period last year. Net income for the second quarter of 1994 included a $.02
per share gain on the sale of stock in another company. The primary factors
that contributed to lower earnings were a $2.56 per barrel decline in oil
prices and a $.12 per Mcf decline in natural gas prices from a year ago.
Earnings for the first six months of 1994 totaled $19.6 million, or $.32 per
share, compared to $23.1 million, or $.46 per share, during the first half of
1993. Lower oil prices from a year ago more than offset the impact of
increased oil and gas production.
The Company's 1994 financial performance was impacted by the following items.
Oil Prices -
While posted oil prices showed improvement during the second quarter of
1994, the Company's average realized prices for the quarter and first
half were down 14 percent and 22 percent, respectively, from the
comparable periods in 1993. The price declines, after considering
amortization expense and income taxes, negatively impacted Apache's
second quarter and first half earnings by $.10 per share and $.21 per
share, respectively.
Acquisitions -
During the second half of 1993, Apache purchased substantially all of
Hall-Houston Oil Company's (Hall-Houston) producing properties in the
Gulf of Mexico for $84.4 million and acquired Hadson Energy Resources
Corporation (HERC) for approximately $98 million. In June 1993, Apache
purchased Hall-Houston's interest in Mustang Island 787 and 805 for $29.3
million. The Hall-Houston and HERC acquisitions combined to increase
Apache's first half oil and gas production by approximately 4.3 thousand
barrels per day (MBopd) and 65 million cubic feet per day (MMcfd),
respectively. Apache spent approximately $27 million to acquire oil and
gas properties during the first half of 1994.
Drilling and Recompletions -
Apache's active drilling and recompletion program contributed
significantly to the Company's increase in production from a year ago.
Drilling in the Gulf of Mexico boosted first half gas production by 50
MMcfd, while drilling and recompletions in the Permian Basin added more
than 17 MMcfd. The increased production from acquisitions and drilling
mitigated the impact of lower oil prices realized in 1994.
7
9
Results of Operations
For the Quarter For the Six Months
Ended June 30, Ended June 30,
------------------------- -------------------------
1994 1993 1994 1993
--------- -------- -------- --------
Selected Oil and Gas
Operating Statistics
- - --------------------
Gas Volume - Mcf per day:
Domestic 402,765 271,158 392,820 271,081
Foreign 3,850 - 3,994 -
Total 406,615 271,158 396,814 271,081
Average Gas Price - Per Mcf $ 1.89 $ 2.01 $ 1.99 $ 2.00
Oil Volume - Barrels per day:
Domestic 32,461 31,093 32,233 30,969
Foreign 2,741 864 2,693 621
Total 35,202 31,957 34,926 31,590
Average Oil Price - Per barrel $ 15.95 $ 18.51 $ 14.42 $ 18.47
Natural Gas Liquids (NGL)
Barrels per day 1,356 1,489 1,340 1,379
NGL Price - Per barrel $ 12.60 $ 13.18 $ 11.83 $ 12.97
Domestic Full Cost
Amortization Rate 45.8% 37.0% 44.7% 37.0%
Oil and gas production revenues for the second quarter and first half of 1994
increased over the prior year by 17 percent and 15 percent, respectively,
mainly due to record gas production and higher oil production.
Record production, as a result of successful acquisition and drilling efforts,
boosted second quarter gas sales to $70.1 million. Gas sales for the second
quarter of 1994 rose $20.6 million, or 42 percent, from the same period last
year. Acquisitions added more than 68 MMcfd to Apache's second quarter gas
production for a record 406.6 MMcfd. Developmental drilling and recompletions
in the Gulf of Mexico and the Permian Basin increased total gas production by
71 MMcfd. Apache's natural gas price declined six percent from second quarter
1993 to $1.89 per Mcf, negatively impacting 1994 sales by $4.1 million.
Gas sales rose 46 percent to $142.9 million for the six month period of 1994,
compared to $98 million in 1993. Apache produced 396.8 MMcfd during the first
half of the year, up from 271.1 MMcfd for the same period of 1993. The
Company's realized gas price of $1.99 per Mcf during the first half of 1994 was
$.01 per Mcf lower than last year's price of $2.00 per Mcf during the same
period.
Oil sales of $51.1 million for the 1994 second quarter were $2.7 million, or
five percent, lower than the previous year as a result of lower oil prices.
Apache's average oil price declined from $18.51 in the second quarter of 1993
to $15.95 in the current period. The $2.56 decline in oil price negatively
impacted 1994 sales by $8.2 million, as compared to 1993. Oil production
increased 3,245 barrels per day (Bopd), rising to 35,202 Bopd for the second
quarter of 1994. The higher production, driven by the HERC and Hall-Houston
acquisitions, offset $5.5 million of the sales decline attributable to lower
oil prices.
For the first six months of 1994, oil sales decreased 14 percent to $91.1
million compared to $105.6 million for the same period a year ago. In the
first half of 1994, oil production rose 10 percent to 34,926 Bopd compared to
31,590 Bopd last year. Apache's realized oil price of $14.42 per barrel for
the first six months of 1994 was $4.05 per barrel below the 1993 price of
$18.47 per barrel, negatively impacting sales by $25.6 million.
8
10
Revenues from the sale of natural gas liquids and sulphur totaled $1.6 million
for the second quarter and $2.9 million for first half of 1994. Lower natural
gas liquids prices contributed to the $.2 million and $.4 million declines,
respectively, as lower crude oil prices depressed gas liquids prices.
During the second quarter, Apache sold 1.6 million shares of stock held for
investment for $2.3 million, resulting in a pre-tax gain of $1.5 million.
Gathering, processing and marketing revenues of $10.5 million for the second
quarter and $17.3 million for the first half of 1994 were 76 percent and 44
percent, respectively, higher than last year's revenues. Operating margins
increased $.8 million from the second quarter of 1993 and $.3 million from the
first six months, respectively, primarily due to increased crude oil marketing
activity.
Depreciation, depletion and amortization (DD&A) expense of $58.1 million for
the second quarter of 1994 and $109.4 million for the first half of the year,
increased 45 percent and 39 percent, respectively, over the comparable 1993
periods. DD&A expense for domestic oil and gas properties rose as a result of
the increase in oil and gas sales and an increase in Apache's domestic
amortization rate, expressed as a percentage of sales. The increase in the
DD&A rate is a function of lower oil prices and reserve replacement costs, on
an energy equivalency basis, in excess of the historical average. Part of the
cost increase is attributable to reserve additions for offshore properties.
Incurring higher costs for offshore reserves reflects Apache's expectations of
more rapid payouts associated with generally shorter reserve lives found in
Gulf of Mexico properties.
Operating costs rose $2.8 million, or nine percent to $33 million for the
quarter and $6.7 million, or 11 percent, to $66.2 million year-to-date from the
comparable periods last year due primarily to the impact of the acquisitions.
Operating costs include lifting costs, workover expense, production taxes and
severance taxes. Based on an equivalent unit of production, operating costs
declined 18 percent in the second quarter of 1994 and 15 percent in the first
half period to $3.52 per barrel of oil equivalent (Boe) and $3.62 per Boe,
respectively. The unit cost decline reflects continued cost savings efforts
and the addition of offshore properties which are not subject to production
taxes and traditionally have lower unit lifting costs.
Administrative, selling and other costs rose $1.2 million, or 15 percent, in
the second quarter of 1994 from a year ago, while dropping 14 percent on a Boe
basis. Costs increased $1 million, or six percent, in the first half of the
year compared to last year, while dropping 19 percent on an Boe basis. Apache
acquired HERC and the Hall-Houston properties with minimal increases in
Apache's administrative staff.
Net financing costs increased 18 percent for the quarter to $7.2 million, yet
dropped slightly in the comparable six month period. The increase in quarterly
financing costs reflects an increase in total debt of $128 million from March
31, 1993 to June 30, 1994. While rates have increased slightly in 1994,
Apache's average interest rate for the first half of 1994 decreased more than
100 basis points to 5.4 percent from Apache's average 1993 rate due to the
conversion of the 7 1/2-percent debentures in September 1993.
The year-to-date provision for income taxes in 1993 includes a $1 million
benefit resulting from the Company's adoption of Statement of Financial
Accounting Standards No. 109 which reduced Apache's deferred tax liability.
Liquidity and Capital Resources
Apache's primary needs for cash are for exploration, development and
acquisition of oil and gas properties, repayment of principal and interest on
outstanding debt and payment of dividends. The Company generally funds its
exploration and development activities through internally generated cash flows.
Apache budgets its capital expenditures based upon projected cash flows and
routinely adjusts its capital expenditures in response to changes in oil and
gas prices and corresponding changes in cash flow.
Expenditures for exploration and development increased to $137.3 million for
the first half of 1994 from $103 million during the comparable period last
year. In the first
9
11
six months of 1994, Apache completed 114 of 136 gross domestic wells as
producers, while the Company completed 84 of 115 gross domestic wells as
producers in the first half of 1993. Apache has been actively drilling in the
Midcontinent region, the Permian Basin, the Gulf of Mexico and the Rocky
Mountain region of the United States. Internationally, the Company continued
with developmental drilling on the Harriet prospect in Australia and a
discovery in the Bohai Bay, People's Republic of China. Further evaluation is
necessary to determine commercial potential of the discovery offshore China.
International exploration and development expenditures totaled $11.2 million in
the first half of 1994 compared to $7.2 million in 1993. Apache's annual
expenditures for exploration and development are expected to total
approximately $250 million.
Acquisitions during the first half of 1994 totaled $27 million as compared to
$44.1 million for the same period of 1993. This year's acquisitions included
$16 million for interests in offshore properties.
Other capital expenditures for the first half of 1994 totaled $4.2 million.
The 1993 expenditures include the purchase of NGC's interest in the western
Oklahoma gas system which was subsequently sold in a transaction discussed
below.
The purchase of HERC stock largely reflects cash payments for HERC common stock
which had not been tendered to Apache as of December 31, 1993. The purchase of
the remaining shares was accrued as a cost of the HERC acquisition in 1993.
Capital Resources
Apache's primary capital resources are net cash provided by operating
activities, unused borrowing capacity under the Company's revolving bank credit
facility and proceeds from the sale of non-strategic assets. Net cash provided
by operating activities totaled $119 million for the first half of 1994
compared to $80 million for the same period in 1993. The 49 percent increase
in cash flows largely reflects increased oil and gas production.
During the second quarter of 1994, Apache amended its bank credit facility,
increasing the amount committed under the revolving portion of the facility
from $400 million to $700 million, subject to borrowing base availability.
Apache's current borrowing base increased from $400 million to $450 million as
a result of the amendment and subsequent borrowing base redetermination. As of
June 30, 1994, Apache had $328 million outstanding on its bank credit facility.
The $122 million in unused availability and increased commitment is for general
corporate purposes and potential acquisitions.
Also during the second quarter, Apache terminated a bank facility held in the
name of HERC and amended and restated the debt agreement of HERC's wholly-owned
subsidiary, Hadson Energy Limited (HEL). The HEL amendment provided for a rate
reduction from 1 1/8 percent above the discount rate of U.S. dollar bankers'
acceptances to 5/8 percent above the bankers' acceptance rate. The initial
borrowing base was established at $25 million, of which $20 million was
outstanding at June 30, 1994. As with the previous agreement, the HEL credit
facility is not guaranteed by Apache.
Total outstanding long-term debt increased to $527.5 million at June 30, 1994,
up $65.5 million from the end of 1993. Apache drew on its bank facility to
fund the acquisitions closed during the first six months of 1994, purchase the
HERC shares tendered to Apache in 1994 and fund working capital requirements.
In March 1993, Apache and NGC completed the sale of their respective interests
in a gas gathering system in western Oklahoma. Apache received gross cash
proceeds of $32.2 million in the transaction, approximately $16.4 million of
which was attributable to NGC's interest in the system. The sale price
approximated the net book value of the interests sold.
Also in March 1993, Apache completed the public offering of approximately 5.8
million shares of common stock for net proceeds of $131.8 million. In April
1993, Apache applied the proceeds of the equity offering to repay all
outstanding bank debt under the revolving bank credit. The debt was redrawn in
subsequent periods to fund acquisitions completed during 1993.
10
12
Liquidity
The Company had $16.7 million in cash equivalents on hand at June 30, 1994,
down slightly from the $17.1 million at the end of 1993. The Company's ratio
of current assets to current liabilities at quarter-end 1994 of .9:1 was
improved from year-end 1993 when the ratio was .7:1.
Management believes that cash on hand, net cash provided by operating
activities and unused available borrowing capacity under the revolving credit
facility of $122 million at June 30, 1994 will be adequate to meet future
liquidity needs for the next two fiscal years, including satisfying the
Company's financial obligations and funding exploration and development
operations and routine acquisitions.
Future Trends
Apache intends to continue increasing production and reserves through drilling
and property acquisitions. Spot market natural gas prices remain volatile and
continue to behave independent of historical seasonal patterns. Spot market
oil prices, which are especially vulnerable to complex and unpredictable
political and economic forces, have improved since the end of the first quarter
1994, but are expected to remain volatile.
11
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth in Note 8 to the Consolidated Financial Statements
contained in the registrant's Form 10-K for the year ended December 31, 1993
(filed with the SEC on March 28, 1994) is incorporated herein by reference.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Company's annual meeting of shareholders was held in Houston,
Texas at 10:00 a.m. local time, on Thursday, May 5, 1994.
b) Proxies for the meeting were solicited pursuant to Regulation 14
under the Securities Exchange Act of 1934, as amended. There was
no solicitation in opposition to the nominees for election as
directors as listed in the proxy statement and all nominees were
elected.
c) Out of a total of 61,223,553 shares of the Company's common stock
outstanding and entitled to vote, 53,407,177 shares were present
at the meeting in person or by proxy, representing approximately
87 percent.
At the meeting four directors were elected to serve on the
Company's board of directors until the 1997 annual meeting of
shareholders. The vote tabulation with respect to each nominee
was as follows:
Nominee For Authority Withheld
------------------- ---------- ------------------
Frederick M. Bohen 52,982,273 424,904
Virgil B. Day 52,970,951 436,226
Stanley K. Hathaway 52,981,394 425,783
Joseph A. Rice 52,981,414 425,763
ITEM 5. OTHER INFORMATION
None.
12
14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Second Amended and Restated Credit Agreement, dated as of April
30, 1994, among Apache Corporation, the Lenders named therein,
and the First National Bank of Chicago and Chemical Bank, as
Agents.
10.2 Amended and Restated Acceptance Agreement, dated as of May 26,
1994, by and between Hadson Energy Limited and Bank of Montreal,
as Agent, and the Other Banks which may become Parties thereto.
11.1 Computation of earnings per share.
(b) Reports filed on Form 8-K.
March 1, 1994 - Item 5. Other Events - Information relating to the
indemnification of directors and officers and certain undertakings
provided for incorporation by reference into Apache's active registration
statements.
April 28, 1994 - Item 5. Other Events - Resignation of William J. Johnson
as president and chief operating officer and management's recommendation
of G. Steven Farris as his successor.
13
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Dated: August 12, 1994 /s/ MARK A. JACKSON
Mark A. Jackson
Vice President, Finance
Dated: August 12, 1994 /s/ R. KENT SAMUEL
R. Kent Samuel
Controller and Chief Accounting Officer
16
INDEX TO EXHIBITS
Exhibit
Number
- - -------
10.1 Second Amended and Restated Credit Agreement, dated as of April
30, 1994, among Apache Corporation, the Lenders named therein,
and the First National Bank of Chicago and Chemical Bank, as
Agents.
10.2 Amended and Restated Acceptance Agreement, dated as of May 26,
1994, by and between Hadson Energy Limited and Bank of Montreal,
as Agent, and the Other Banks which may become Parties thereto.
11.1 Computation of earnings per share.