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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 27, 1996
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-4300 41-0747868
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification
Number)
2000 POST OAK BOULEVARD
SUITE 100
HOUSTON, TEXAS 77056-4400
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (713) 296-6000
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This Current Report on Form 8-K/A is being filed to replace in its
entirety Exhibit 99.3 with the exhibit attached hereto.
ITEM 5. OTHER EVENTS
On March 27, 1996, Apache Corporation ("Apache") entered into an
Agreement and Plan of Merger by and among Apache, YPY Acquisitions, Inc., and
The Phoenix Resource Companies, Inc. ("Phoenix"), which is listed below as
Exhibit 99.1 and incorporated herein by reference, pursuant to which each of
Phoenix's outstanding shares of common stock will be converted into the right
to receive .75 shares of Apache common stock and $4.00 in cash. Apache issued
a press release dated March 28, 1996, which is listed below as Exhibit 99.2 and
incorporated herein by reference. Attached hereto as Exhibit 99.3 and
incorporated herein by reference is additional information concerning factors
that could cause actual results to differ from certain forward-looking
statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT DOCUMENT
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99.1 Agreement and Plan of Merger by and among Apache Corporation, YPY
Acquisitions, Inc., and The Phoenix Resource Companies, Inc. dated March 27,
1996 (incorporated by reference to Exhibit 99.1 to Apache's Current Report on
Form 8-K, dated March 27, 1996, Commission File No. 1-4300, filed March 28,
1996)
99.2 Press Release, dated March 28, 1996 (Apache and Phoenix to Merge)
(incorporated by reference to Exhibit 99.2 to Apache's Current Report on Form
8-K, dated March 27, 1996, Commission File No. 1-4300, filed March 28, 1996)
99.3 Cautionary Statement Regarding Important Factors Affecting
Forward-Looking Statements
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this Amendment No. 1 on Form 8-K/A to be
signed on its behalf by the undersigned thereunto duly authorized.
APACHE CORPORATION
Date: April 5, 1996 /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili
Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT DOCUMENT
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99.3 Cautionary Statement Regarding Important Factors Affecting
Forward-Looking Statements