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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): April 16, 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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ITEM 5. OTHER EVENTS
On April 16, 1996, the Registration Statement on Form S-4 of Apache
Corporation ("Apache") was declared effective by the Securities and Exchange
Commission. The Registration Statement includes a prospectus with respect to
the shares of Apache common stock to be issued in the proposed merger (the
"Merger") of YPY Acquisitions, Inc., a Delaware corporation that is a wholly
owned subsidiary of Apache, with The Phoenix Resource Companies, Inc., a
Delaware corporation ("Phoenix"), and a proxy statement soliciting the vote of
the stockholders of Phoenix to approve the Merger. Phoenix's Board of Directors
has called a special meeting of stockholders of Phoenix to be held on May 20,
1996 to consider the approval and adoption of the Merger. The Proxy
Statement/Prospectus included as a part of the Registration Statement is
attached hereto as Exhibit 99.1.
The Merger is subject to the satisfaction or waiver of certain conditions
including, among other matters, the satisfaction of representations, warranties
and covenants as of the closing date, the approval of the Merger by the holders
of a majority of the outstanding shares of common stock of Phoenix, the absence
of any material adverse changes, the receipt of required third party or
governmental approvals or consents, and holders of not more than ten percent of
the outstanding shares of Phoenix Common Stock properly demanding appraisal
rights. In addition, the Merger Agreement may be terminated by Phoenix or
Apache under certain circumstances including, among other matters, termination
of the agreement by Phoenix if Phoenix or its stockholders receives an
acquisition proposal which the Board of Directors of Phoenix determines is
likely to result in a transaction more favorable to the holders of Phoenix
common stock from a financial point of view than the Merger, and the Board of
Directors also determines the failure to withdraw, modify or change its
recommendation would constitute a breach of its fiduciary duties to Phoenix
stockholders.
This Current Report on Form 8-K shall not constitute an offer to sell, or
the solicitation of an offer to purchase, any securities, or the solicitation
of a proxy, in any jurisdiction in which, or to any person to whom, it is
unlawful to make such offer or solicitation of an offer or proxy solicitation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EXHIBIT DOCUMENT
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23.1 Consent of Arthur Andersen L.L.P. (Apache)
23.2 Consent of Coopers & Lybrand
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23.3 Consent of Arthur Andersen L.L.P. (Phoenix)
23.4 Consent of Ryder Scott Company Petroleum Engineers
23.5 Consent of Petrie Parkman & Co.
23.6 Consent of Andrews & Kurth L.L.P.
23.7 Consent of Netherland, Sewell & Associates, Inc.
99.1 Proxy Statement/Prospectus dated April 17, 1996
99.2 Financial Statements of The Phoenix Resource Companies, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities and 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 18, 1996 /s/ Z.S. KOBIASHVILI
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Z.S. Kobiashvili
Vice President and General Counsel
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INDEX TO EXHIBITS
23.1 Consent of Arthur Andersen L.L.P. (Apache)
23.2 Consent of Coopers & Lybrand
23.3 Consent of Arthur Andersen L.L.P. (Phoenix)
23.4 Consent of Ryder Scott Company Petroleum Engineers
23.5 Consent of Petrie Parkman & Co.
23.6 Consent of Andrews & Kurth L.L.P.
23.7 Consent of Netherland, Sewell & Associates, Inc.
99.1 Proxy Statement/Prospectus dated April 17, 1996
99.2 Financial Statements of The Phoenix Resource Companies, Inc.