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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: June 13, 1997
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 June 12, 1997, Apache Corporation ("Apache") replaced its global
credit facility with a new global credit facility (the "Global Credit
Facility"), which consists of several principal agreements. Apache entered into
a Credit Agreement (which is listed under Item 7 as Exhibit 10.1 and
incorporated herein by reference) with a credit commitment of $700 million
among Apache, the Lenders party thereto, Morgan Guaranty Trust Company, as
Global Documentation Agent and U.S. Syndication Agent, The First National Bank
of Chicago, as U.S. Documentation Agent, NationsBank of Texas, N.A., as
Co-Agent, Union Bank of Switzerland, Houston Agency, as Co-Agent, and The Chase
Manhattan Bank, as Global Administrative Agent. 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 of $125 million among Apache Canada, the
Lenders party thereto, Morgan Guaranty Trust Company, as Global Documentation
Agent, Royal Bank of Canada, as Canadian Documentation Agent, The Chase
Manhattan Bank of Canada, as Canadian Syndication Agent, Bank of Montreal, as
Canadian Administrative Agent, and The Chase Manhattan Bank, as Global
Administrative Agent. 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 of $175 million
among AEL, Apache Oil Australia, the Lenders party thereto, Morgan Guaranty
Trust Company, as Global Documentation Agent, Bank of America National Trust
and Savings Association, Sydney Branch, as Australian Documentation Agent, The
Chase Manhattan Bank, as Australian Syndication Agent, Citisecurities Limited,
as Australian Administrative Agent, and The Chase Manhattan Bank, as Global
Administrative Agent.
Under the Global Credit Facility borrowing availability is no longer
restricted by a borrowing base calculation. Also, certain covenants and
restrictions contained in the previous credit facility have been eliminated and
certain interest rates have been reduced. The U.S. portion of the Global Credit
Facility is available as backup for Apache's commercial paper program, which
was recently expanded to $700 million. As of June 12, 1997, $209 million was
outstanding under the Global Credit Facility and $300 million was outstanding
under Apache's commercial paper program.
Apache's press release relating to the Global Credit Facility and the
expansion of its commercial paper 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* Credit Agreement, dated June 12, 1997, among the
Registrant, the lenders named therein, Morgan
Guaranty Trust Company, as Global Documentation
Agent and U.S. Syndication Agent, The First National
Bank of Chicago, as U.S. Documentation Agent,
NationsBank of Texas, N.A., as Co-Agent, Union Bank
of Switzerland, Houston Agency, as Co-Agent, and The
Chase Manhattan Bank, as Global Administrative
Agent.
10.2* Credit Agreement, dated June 12, 1997, among Apache
Canada Ltd., a wholly-owned subsidiary of the
Registrant, the lenders named therein, Morgan
Guaranty Trust Company, as Global Documentation
Agent, Royal Bank of Canada, as Canadian
Documentation Agent, The Chase Manhattan Bank of
Canada, as Canadian Syndication Agent, Bank of
Montreal, as Canadian Administrative Agent, and The
Chase Manhattan Bank, as Global Administrative
Agent.
10.3* Credit Agreement, dated June 12, 1997, among Apache
Energy Limited and Apache Oil Australia Pty.
Limited, wholly-owned subsidiaries of the
Registrant, the lenders named therein, Morgan
Guaranty Trust Company, as Global Documentation
Agent, Bank of America National Trust and Savings
Association, Sydney Branch, as Australian
Documentation Agent, The Chase Manhattan Bank, as
Australian Syndication Agent, Citisecurities
Limited, as Australian Administrative Agent, and The
Chase Manhattan Bank, as Global Administrative
Agent.
99.1* Press release, dated June 24, 1997, "Apache Replaces
$1 Billion Credit Facility, Expands Commercial Paper
Program."
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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: June 25, 1997 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 DESCRIPTION
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10.1* Credit Agreement, dated June 12, 1997, among the Registrant,
the lenders named therein, Morgan Guaranty Trust Company, as
Global Documentation Agent and U.S. Syndication Agent, The
First National Bank of Chicago, as U.S. Documentation Agent,
NationsBank of Texas, N.A., as Co-Agent, Union Bank of
Switzerland, Houston Agency, as Co-Agent, and The Chase
Manhattan Bank, as Global Administrative Agent.
10.2* Credit Agreement, dated June 12, 1997, among Apache Canada
Ltd., a wholly-owned subsidiary of the Registrant, the
lenders named therein, Morgan Guaranty Trust Company, as
Global Documentation Agent, Royal Bank of Canada, as Canadian
Documentation Agent, The Chase Manhattan Bank of Canada, as
Canadian Syndication Agent, Bank of Montreal, as Canadian
Administrative Agent, and The Chase Manhattan Bank, as Global
Administrative Agent.
10.3* Credit Agreement, dated June 12, 1997, among Apache Energy
Limited and Apache Oil Australia Pty. Limited, wholly-owned
subsidiaries of the Registrant, the lenders named therein,
Morgan Guaranty Trust Company, as Global Documentation Agent,
Bank of America National Trust and Savings Association,
Sydney Branch, as Australian Documentation Agent, The Chase
Manhattan Bank, as Australian Syndication Agent,
Citisecurities Limited, as Australian Administrative Agent,
and The Chase Manhattan Bank, as Global Administrative Agent.
99.1* Press release, dated June 24, 1997, "Apache Replaces $1
Billion Credit Facility, Expands Commercial Paper Program."
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* Filed herewith.