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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: October 31, 1996
APACHE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-4300 41-0747868
(Commission File Number) (I.R.S. Employer Identification Number)
ONE POST OAK CENTRAL, SUITE 100
2000 POST OAK BOULEVARD
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 October 31, 1996, Apache Corporation ("Apache") amended and restated
its main revolving bank credit facility to provide for a new global credit
facility (the "Global Credit Facility"), which consists of several principal
agreements. Apache entered into a Fourth Amended and Restated Credit Agreement
(which is listed under Item 7 as Exhibit 10.1 and incorporated herein by
reference) with a credit commitment, subject to borrowing base availability, of
$750 million among Apache, The First National Bank of Chicago, as Global
Administrative Agent, The Chase Manhattan Bank, as Co-Agent, First Chicago
Capital Markets, Inc., as Arranger, Chase Securities Inc., as Arranger, and the
U.S. Lenders party thereto. Apache Canada Ltd. ("Apache Canada"), a
wholly-owned subsidiary of Apache, entered into a Credit Agreement (which is
listed under Item 7 as Exhibit 10.2 and incorporated herein by reference) with
a credit commitment, subject to borrowing base availability, of $125 million
among Apache Canada, Bank of Montreal, as Canadian Administrative Agent, The
First National Bank of Chicago, as Global Administrative Agent, First Chicago
Capital Markets, Inc., as Arranger, Chase Securities Inc., as Arranger, and the
Canadian Lenders party thereto. Apache Energy Limited ("AEL") and Apache Oil
Australia Pty. Limited ("Apache Oil Australia"), wholly-owned subsidiaries of
Apache, entered into a Credit Agreement (which is listed under Item 7 as
Exhibit 10.3 and incorporated herein by reference) with a credit commitment,
subject to borrowing base availability, of $125 million among AEL, Apache Oil
Australia, Chase Securities Australia Limited, as Australian Administrative
Agent, The First National Bank of Chicago, as Global Administrative Agent,
First Chicago Capital Markets, Inc., as Arranger, Chase Securities Inc., as
Arranger, and the Australian Lenders party thereto. In addition, Apache,
Apache Canada, and AEL and Apache Oil Australia entered into Indemnity
Agreements with the lenders named therein, which Indemnity Agreements are
listed under Item 7 as Exhibits 10.4, 10.5, and 10.6, respectively, and
incorporated herein by reference.
The Global Credit Facility adds Apache's oil and gas reserve values in
Canada and Australia to those in the United States in determining Apache's
global borrowing base. Certain covenants and restrictions contained in the
previous credit agreement have been eliminated, and certain interest rates have
been reduced. As of October 31, 1996, the global borrowing base for Apache
and its subsidiaries under the Global Credit Facility was $947 million, of
which borrowing base debt was approximately $745 million, leaving
approximately $202 million available for additional borrowings.
In addition, on October 25, 1996, Apache announced a purchase/sale
program for odd-lot shareholders. Apache's press release relating to the
odd-lot program is listed under Item 7 as Exhibit 99.1 and is incorporated
herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBITS
10.1* Fourth Amended and Restated Credit Agreement, dated
October 31, 1996, among the Registrant, the lenders named
therein, and The First National Bank of Chicago, as Global
Administrative Agent, The Chase Manhattan Bank, as
Co-Agent, First Chicago Capital Markets, Inc., as
Arranger, and Chase Securities Inc., as Arranger.
10.2* Credit Agreement, dated October 31, 1996, among Apache
Canada Ltd., a wholly-owned subsidiary of the Registrant,
the lenders named therein, and Bank of Montreal, as
Canadian Administrative Agent, The First National Bank of
Chicago, as Global Administrative Agent, First Chicago
Capital Markets, Inc., as Arranger, and Chase Securities
Inc., as Arranger.
10.3* Credit Agreement, dated October 31, 1996, among Apache
Energy Limited and Apache Oil Australia Pty. Limited,
wholly-owned subsidiaries of the Registrant, the lenders
named therein, and Chase Securities Australia Limited, as
Australian Administrative Agent, The First National Bank
of Chicago, as Global Administrative Agent, First Chicago
Capital Markets, Inc., as Arranger, and Chase Securities
Inc., as Arranger.
10.4* Indemnity Agreement, dated October 31, 1996, among the
Registrant and the lenders named therein (together with
the form of Intercreditor Agreement among lenders attached
as an exhibit thereto).
10.5* Indemnity Agreement, dated October 31, 1996, among Apache
Energy Limited and Apache Oil Australia Pty. Limited,
subsidiaries of the Registrant, and the lenders named
therein (but excluding the form of Intercreditor Agreement
among lenders attached as an exhibit thereto, which
Intercreditor Agreement is filed under Exhibit 10.4
hereto).
10.6* Indemnity Agreement, dated October 31, 1996, among Apache
Canada Ltd., subsidiaries of the Registrant, and the
lenders named therein (but excluding the form of
Intercreditor Agreement among lenders attached as an
exhibit thereto, which Intercreditor Agreement is
filed under Exhibit 10.4 hereto).
99.1* Press release, dated October 24, 1996, "Apache Offers
Program for Odd-Lot Shareholders."
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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 hereunto duly authorized.
APACHE CORPORATION
Date: October 31, 1996 By: /s/ Z. S. Kobiashvili
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Name: Z. S. Kobiashvili
Title: Vice President and General Counsel
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EXHIBIT INDEX
EXHIBITS
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10.1* Fourth Amended and Restated Credit Agreement, dated
October 31, 1996, among the Registrant, the lenders named
therein, and The First National Bank of Chicago, as Global
Administrative Agent, The Chase Manhattan Bank, as
Co-Agent, First Chicago Capital Markets, Inc., as
Arranger, and Chase Securities Inc., as Arranger.
10.2* Credit Agreement, dated October 31, 1996, among Apache
Canada Ltd., a wholly-owned subsidiary of the Registrant,
the lenders named therein, and Bank of Montreal, as
Canadian Administrative Agent, The First National Bank of
Chicago, as Global Administrative Agent, First Chicago
Capital Markets, Inc., as Arranger, and Chase Securities
Inc., as Arranger.
10.3* Credit Agreement, dated October 31, 1996, among Apache
Energy Limited and Apache Oil Australia Pty. Limited,
wholly-owned subsidiaries of the Registrant, the lenders
named therein, and Chase Securities Australia Limited, as
Australian Administrative Agent, The First National Bank
of Chicago, as Global Administrative Agent, First Chicago
Capital Markets, Inc., as Arranger, and Chase Securities
Inc., as Arranger.
10.4* Indemnity Agreement, dated October 31, 1996, among the
Registrant and the lenders named therein (together with
the form of Intercreditor Agreement among lenders attached
as an exhibit thereto).
10.5* Indemnity Agreement, dated October 31, 1996, among Apache
Energy Limited and Apache Oil Australia Pty. Limited,
subsidiaries of the Registrant, and the lenders named
therein (but excluding the form of Intercreditor Agreement
among lenders attached as an exhibit thereto, which
Intercreditor Agreement is filed under Exhibit 10.4
hereto).
10.6* Indemnity Agreement, dated October 31, 1996, among Apache
Canada Ltd., subsidiaries of the Registrant, and the
lenders named therein (but excluding the form of
Intercreditor Agreement among lenders attached as an
exhibit thereto, which Intercreditor Agreement is
filed under Exhibit 10.4 hereto).
99.1* Press release, dated October 24, 1996, "Apache Offers
Program for Odd-Lot Shareholders."
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* Filed herewith.
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