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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 18, 1998
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 5. OTHER EVENTS
On June 26, 1998, Apache Corporation ("Apache") filed a Registration
Statement (the "Registration Statement") on Form S-3 (Registration No.
333-57785) with the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement,
which was declared effective by the SEC on July 6, 1998, covers one or more
series of unsecured senior debt securities and/or one or more series of
preferred stock, no par value, of Apache, for delayed or continuous offering
pursuant to Rule 415 under the Act for an aggregate initial offering price not
to exceed $500 million. Reference is made to the Registration Statement for
further information concerning the terms of such debt securities and/or
preferred stock and the offering thereof.
As described in the preliminary Prospectus Supplement dated August 17,
1998, to the Prospectus dated June 26, 1998, subject to entering into an
underwriting agreement, Apache expects to issue to Salomon Smith Barney (the
"Underwriter"), for offering to the public, a number of Depositary Shares (the
"Depositary Shares") each representing 1/10th of a share of _____% Cumulative
Preferred stock Series B, no par value per share ("Series B Preferred Stock").
As of the date of this amendment, the exact number of Depositary Shares and the
rate for the Series B Preferred Stock have not yet been finalized. The
Preliminary Prospectus Supplement dated August 17, 1998, to the Prospectus
dated June 26, 1998, is listed under Item 7 as Exhibit 99.1 and is incorporated
herein by reference.
The shares of Series B Preferred Stock will be issued under a
Certificate of Designations, Preferences and Rights, the form of which is
listed under Item 7 as Exhibit 4.1 and is incorporated herein by reference.
The issuance of the Depositary Shares to the Underwriter will be pursuant to a
Terms Agreement to be dated on or about August 20, 1998, and the Underwriting
Agreement Basic Terms incorporated by reference therein. The Underwriting
Agreement Basic Terms are listed under Item 7 as Exhibit 1.1 and are
incorporated herein by reference.
The shares of Series B Preferred Stock will be deposited with Norwest
Bank Minnesota, National Association (the "Depositary") under a Deposit
Agreement among Apache, the Depositary, and the holders from time of the
depositary receipts (the "Depositary Receipts") issued by the Depositary
thereunder. The Depositary Receipts will evidence the Depositary Shares. The
form of Preferred Stock Certificate and the form of Deposit Agreement,
including the form of Depositary Receipt, are listed under Item 7 as Exhibits
4.2 and 4.3, respectively, and are incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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*1.1 Form of Underwriting Agreement Basic Terms, among Apache Corporation and the Underwriters.
**4.1 Form of Certificate of Designations, Preferences and Rights of Series B Preferred Stock.
**4.2 Form of Preferred Stock Certificate.
*4.3 Form of Deposit Agreement, with form of Depositary Receipt.
*23.1 Consent of general counsel relating to opinion of general counsel concerning Registration
Statement on Form S-3 (Reg. No. 333-57785).
***99.1 Preliminary Prospectus Supplement dated August 17, 1998, to Prospectus dated June 26, 1998.
*99.2 Statement of computation of ratio of earnings to combined fixed charges and preferred stock
dividends.
_________________
* filed herewith
** to be filed by amendment
*** previously filed
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 on Form 8-K/A to be signed on
its behalf by the undersigned thereunto duly authorized.
APACHE CORPORATION
Date: August 19, 1998 /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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*1.1 Form of Underwriting Agreement Basic Terms, among Apache Corporation and the Underwriters.
**4.1 Form of Certificate of Designations, Preferences and Rights of Series B Preferred Stock.
**4.2 Form of Preferred Stock Certificate.
*4.3 Form of Deposit Agreement, with form of Depositary Receipt.
*23.1 Consent of general counsel relating to opinion of general counsel concerning Registration
Statement on Form S-3 (Reg. No. 333-57785).
***99.1 Preliminary Prospectus Supplement dated August 17, 1998, to Prospectus dated June 26, 1998.
*99.2 Statement of computation of ratio of earnings to combined fixed charges and preferred stock
dividends.
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* filed herewith
** to be filed by amendment
*** previously filed