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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 Earliest Event Reported: 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 No.)
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.
Exhibits are filed herewith in connection with the Registration
Statement on Form S-3 (File No. 333-12669) filed by Apache Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Act"), and declared effective
by the Commission on October 18, 1996, covering the Registrant's senior debt
securities (the "Debt Securities") for delayed or continuous offering to the
public pursuant to Rule 415 under the Act for an aggregate initial offering
price not to exceed $300 million. Reference is made to the Registration
Statement for further information concerning the terms of the Debt Securities
registered pursuant to the Registration Statement and the offering thereof. Debt
Securities are issuable under an indenture, dated as of February 15, 1996 and
supplemented as of November 5, 1996 (the "Indenture"), between the Registrant
and The Chase Manhattan Bank (formerly known as Chemical Bank), as trustee.
Pursuant to a Terms Agreement dated October 31, 1996 and an
Underwriting Agreement Basic Terms incorporated by reference therein
(collectively, the "Underwriting Agreement"), by and between the Registrant and
Goldman, Sachs & Co., Citicorp Securities, Inc., J.P. Morgan & Co. and Salomon
Brothers Inc (the "Underwriters"), the Registrant will issue to the
Underwriters, for offering to the public, $150,000,000 principal amount of the
Registrant's 7.625% Debentures due 2096 (the "Debentures") under the Indenture.
The exhibits to this Form 8-K consist of the Underwriting Agreement,
the form of First Supplemental Indenture, the form of Debenture, an opinion
as to certain United States federal income tax matters (and consent of the
Registrant's tax counsel) and a Statement of Computation of Ratios of
Earnings to Fixed Charges of the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Exhibits
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1.1 Underwriting Agreement, dated October 31, 1996,
between the Underwriters and the Registrant.
4.1 Form of First Supplemental Indenture between the
Company and The Chase Manhattan Bank (formerly known
as Chemical Bank), as trustee, governing the Debt
Securities.
4.2 Form of 7.625% Debentures due 2096.
8.1 Opinion, dated October 31, 1996, of Woodard, Hall &
Primm, P.C. as to certain United States federal income
tax matters.
12.1 Statement of Computation of Ratios of Earnings to
Fixed Charges
23.1 Consent of Woodard, Hall & Primm, P.C. (included in
Exhibit 8.1).
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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.
Dated: October 31, 1996
APACHE CORPORATION
(Registrant)
By: /s/ ZURAB S. KOBIASHVILI
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Name: Zurab S. Kobiashvili
Title: Vice President and General Counsel
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EXHIBIT INDEX
Exhibits
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1.1 Underwriting Agreement, dated October 31, 1996,
between the Underwriters and the Registrant.
4.1 Form of First Supplemental Indenture between the
Company and The Chase Manhattan Bank (formerly known
as Chemical Bank), governing the Debt Securities.
4.2 Form of 7.625% Debentures due 2096.
8.1 Opinion, dated October 31, 1996, of Woodard, Hall &
Primm, P.C. as to certain United States federal income
tax matters.
12.1 Statement of Computation of Ratios of Earnings to
Fixed Charges
23.1 Consent of Woodard, Hall & Primm, P.C. (included in
Exhibit 8.1).