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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): October 8, 1997
APACHE CORPORATION
(Exact name of registrant as specified in 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 2. ACQUISITION OR DISPOSITION OF ASSETS
Apache Corporation ("Apache"), either directly or through its
wholly-owned subsidiary, Apache Energy Limited ("AEL"), has entered into three
share sale agreements (the "Agreements") with subsidiaries of Mobil Exploration
& Producing Australia Pty Ltd ("MEPA") for the purchase of all of the capital
stock of Ampolex (A.O.E.) Pty Limited, Ampolex (Western Australia) Inc. and
Ampolex Varanus Pty Limited (together, the "Ampolex Companies") for a total of
approximately $310 million in cash, subject to certain adjustments. Each of
the Agreements is dated October 8, 1997, effective as of July 1, 1997. The
Agreements are listed under Item 7 as Exhibits 2.1, 2.2 and 2.3, respectively,
and are incorporated herein by reference. Apache issued a press release, dated
October 8, 1997, which is listed under Item 7 as Exhibit 99.1 and incorporated
herein by reference.
The consummation of the transactions represented by the Agreements,
which are subject to certain conditions including U.S. and Australian
government approvals, will increase (a) Apache's current 22.5-percent interest
to 47.5 percent in the Harriet area, which includes the Varanus Island
pipeline, processing and production complex and eight existing oil and gas
fields, and (b) Apache's current 20-percent interest to 55 percent in the East
Spar gas and condensate field, which produces through the Varanus Island
facilities. The assets owned by the three companies being acquired by Apache
are used in producing, gathering and processing oil and natural gas, and Apache
intends to continue the use of such assets for the same purposes.
Funds for the transaction will be obtained from one or more of
Apache's existing global credit facility or commercial paper program, and/or a
new bridge loan to AEL or a debt offering by AEL guaranteed by Apache.
Other than the relationships mentioned above or provided for or
contemplated by the Agreements, there are no other material relationships among
MEPA, the Ampolex Companies and Apache or AEL or any of Apache's or AEL's
affiliates, officers or directors, or any associate of any officer of Apache or
AEL.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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2.1* Share Sale Agreement, Ampolex (A.O.E.) Pty Limited, between Ampolex Limited, as seller, and
Apache Energy Limited, as buyer, dated October 8, 1997.
2.2* Share Sale Agreement, Ampolex (Western Australia) Inc., between Ampolex (PNG Holdings) Inc., as
seller, and Apache Corporation, as buyer, dated October 8, 1997.
2.3* Share Sale Agreement, Ampolex Varanus Pty Limited, between Ampolex Limited, as seller, and
Apache Energy Limited, as buyer, dated October 8, 1997.
99.1* Press Release, dated October 8, 1997, "Apache to Acquire Australian Properties and Facilities
from Mobil for $310 Million".
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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 thereunto duly authorized.
APACHE CORPORATION
Date: October 23, 1997 /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili
Vice President and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1* Share Sale Agreement, Ampolex (A.O.E.) Pty Limited, between Ampolex Limited, as seller, and
Apache Energy Limited, as buyer, dated October 8, 1997.
2.2* Share Sale Agreement, Ampolex (Western Australia) Inc., between Ampolex (PNG Holdings) Inc., as
seller, and Apache Corporation, as buyer, dated October 8, 1997.
2.3* Share Sale Agreement, Ampolex Varanus Pty Limited, between Ampolex Limited, as seller, and
Apache Energy Limited, as buyer, dated October 8, 1997.
99.1* Press Release, dated October 8, 1997, "Apache to Acquire Australian Properties and Facilities
from Mobil for $310 Million".
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*filed herewith