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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 2
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.
Pursuant to a Terms Agreement dated August 20, 1998 and the
Underwriting Agreement Basic Terms incorporated by reference therein
(collectively, the "Underwriting Agreement"), between Apache and Salomon Smith
Barney (the "Underwriter"), Apache will issue to the Underwriter for offering
to the public, one million (1,000,000) Depositary Shares (the "Depositary
Shares") each representing 1/10th of a share of Apache's 5.68% Cumulative
Preferred Stock Series B, no par value per share ("Series B Preferred Stock").
The offering is expected to close on August 25, 1998. 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 issued under a
Certificate of Designations, Preferences and Rights (the "Certificate of
Designation") and 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 Certificate of Designation,
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
4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.
Apache's press release relating to the Series B Preferred Stock is
listed under Item 7 as Exhibit 99.3 and is 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.
*99.3 Press release dated August 20, 1998 "Apache Offers $100 Million of 5.68% Nonconvertible
Preferred"
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* filed herewith
** 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. 2 on Form 8-K/A to be signed on
its behalf by the undersigned thereunto duly authorized.
APACHE CORPORATION
Date: August 24, 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.
*99.3 Press release dated August 20, 1998 "Apache Offers $100 Million of 5.68% Nonconvertible
Preferred"
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* filed herewith
** previously filed