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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): March 2, 1999
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
Exhibits are filed herewith in connection with the Registration
Statement (the "Registration Statement") on Form S-3 (Registration Nos.
333-39973 and 333-39973-01) filed on November 12, 1997 by Apache Corporation
("Apache") and its indirect wholly-owned subsidiary, Apache Finance Pty Ltd
("Apache Finance"), with the Securities and Exchange Commission ("SEC") under
the Securities Act of 1933, as amended (the "Act"). The Registration Statement,
amended by Apache and Apache Finance on November 21, 1997 and declared effective
by the SEC on November 24, 1997, covers debt securities of Apache Finance,
guaranteed by Apache, for delayed or continuous offering 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 such debt securities and the offering thereof. The debt
securities are issuable under an indenture, dated December 9, 1997 (the
"Indenture"), between Apache Finance as Issuer, Apache as Guarantor, and The
Chase Manhattan Bank as Trustee. The Indenture is listed under Item 7 as Exhibit
4.1 and is incorporated herein by reference.
Pursuant to a Terms Agreement dated March 2, 1999 and the Underwriting
Agreement Basic Terms incorporated by reference therein (collectively, the
"Underwriting Agreement"), by and among Apache Finance, Apache, and Salomon
Smith Barney, Chase Securities Inc. and Goldman, Sachs & Co. (the
"Underwriters"), Apache Finance issued to the Underwriters, for offering to the
public, U.S. $100,000,000 principal amount of 7% global notes due 2009 (the
"Notes") under the Indenture. As a result of the issuance of the debt securities
in the form of a global note, rights under the global note will be able to be
created for the holders of the securities. The form of Underwriting Agreement
and of the 7% Notes due 2009 are listed under Item 7 as Exhibits 1.1 and 4.2,
respectively, and are incorporated herein by reference.
Apache's press release relating to the Notes is listed under Item 7 as
Exhibit 99.2 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
1.1* Form of Underwriting Agreement, dated March 2, 1999, among
Apache Finance Pty Ltd, Apache Corporation and the
Underwriters.
4.1 Indenture, dated December 9, 1997, among Apache Finance Pty
Ltd, Apache Corporation and The Chase Manhattan Bank,
Trustee, governing the Debt Securities (and the Guarantees)
- incorporated by reference to Exhibit 4.1 to Amendment No.
1 on Form 8-K/A to Apache Corporation's Current Report on
Form 8-K, dated December 5, 1997, SEC File No. 1-4300.
4.2* Form of 7% Notes due 2009.
99.1 Statement of Computation of Ratios of Earnings to Fixed
Charges - incorporated by reference to Exhibit 99.1 to
Apache Corporation's Current Report on Form 8-K, dated March
2, 1999, SEC File No. 1-4300.
99.2* Press Release, dated March 3, 1999, "Apache Issues US$100
Million of 10-Year Notes at 7 Percent".
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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: March 5, 1999 /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, dated March 2, 1999, among
Apache Finance Pty Ltd, Apache Corporation and the
Underwriters.
4.1 Indenture, dated December 9, 1997, among Apache Finance Pty
Ltd, Apache Corporation and The Chase Manhattan Bank,
Trustee, governing the Debt Securities (and the Guarantees)-
incorporated by reference to Exhibit 4.1 to Amendment No. 1
on Form 8-K/A to Apache Corporation's Current Report on Form
8-K, dated December 5, 1997, SEC File No. 1-4300.
4.2* Form of 7% Notes due 2009.
99.1 Statement of Computation of Ratios of Earnings to Fixed
Charges - incorporated by reference to Exhibit 99.1 to
Apache Corporation's Current Report on Form 8-K, dated March
2, 1999, SEC File No. 1-4300.
99.2* Press Release, dated March 3, 1999, "Apache Issues US$100
Million of 10-Year Notes at 7 Percent".
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* filed herewith