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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): April 29, 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
In offerings underwritten by Goldman, Sachs & Co. (the "Underwriter")
and completed on May 18, 1999, Apache Corporation ("Apache") raised net proceeds
of approximately $655 million through the issuance of 14,950,000 shares of
Apache common stock, par value $1.25 per share (the "Common Stock") and 7
million depositary shares (the "Depositary Shares") representing Automatically
Convertible Equity Securities, Conversion Preferred Stock, Series C. The shares
of Common Stock and the Depositary Shares were priced on May 12, 1999, at $31.00
per share.
Pursuant to a Terms Agreement dated May 12, 1999 and the Underwriting
Agreement Basic Terms incorporated by reference therein (collectively, the
"Common Stock Underwriting Agreement"), by and between Apache and the
Underwriter, Apache issued to the Underwriter, for offering to the public,
14,950,000 shares of Common Stock. The Common Stock Underwriting Agreement is
listed under Item 7 as Exhibit 1.1 and incorporated herein by reference.
Pursuant to a Terms Agreement dated May 12, 1999 and the Underwriting
Agreement Basic Terms incorporated by reference therein (collectively, the
"Preferred Stock Underwriting Agreement"), by and between Apache and the
Underwriter, Apache issued to the Underwriter for offering to the public, 7
million $2.015 Depositary Shares. The Preferred Stock Underwriting Agreement is
listed under Item 7 as Exhibit 1.2 and incorporated herein by reference.
Apache's press release relating to the offerings of the Common Stock
and the Depositary Shares is listed under Item 7 as Exhibit 99.10 and
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 Common Stock Underwriting Agreement, dated May 12, 1999,
between Apache and the Underwriter.
1.2 Preferred Stock Underwriting Agreement, dated May 12, 1999,
between Apache and the Underwriter.
99.7 Deposit Agreement between Apache and Norwest Bank Minnesota,
National Association, as Depositary, including form of
depositary receipt for $2.015 Depositary Share, each
representing a one-fiftieth interest in a share of
Automatically Convertible Equity Securities, Conversion
Preferred Stock, Series C, incorporated herein by reference to
Exhibit 1 to Apache's Form 8-A/A filed with the Securities and
Exchange Commission on May 13, 1999.
99.8 Form of stock certificate for Automatically Convertible Equity
Securities, Conversion Preferred Stock, Series C, incorporated
herein by reference to Exhibit 2 to Apache's Form 8-A/A filed
with the Securities and Exchange Commission on May 13, 1999.
99.9 Certificate of Designations, Preferences and Rights describing
the rights and preferences of the Registrant's Automatically
Convertible Equity Securities, Conversion Preferred Stock,
Series C, incorporated herein by reference to Exhibit 3 to
Apache's Form 8-A/A, filed with the Securities and Exchange
Commission on May 13, 1999.
99.10 Press Release, dated May 18, 1999, "Apache Closes on Purchase
of Shell Assets in Gulf of Mexico."
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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: May 21, 1999 /s/ Z. S. Kobiashvili
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Z. S. Kobiashvili
Vice President and General Counsel
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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1.1 Common Stock Underwriting Agreement, dated May 12, 1999,
between Apache and the Underwriter.
1.2 Preferred Stock Underwriting Agreement, dated May 12, 1999,
between Apache and the Underwriter.
99.7 Deposit Agreement between Apache and Norwest Bank Minnesota,
National Association, as Depositary, including form of
depositary receipt for $2.015 Depositary Share, each
representing a one-fiftieth interest in a share of
Automatically Convertible Equity Securities, Conversion
Preferred Stock, Series C, incorporated herein by reference to
Exhibit 1 to Apache's Form 8-A/A filed with the Securities and
Exchange Commission on May 13, 1999.
99.8 Form of stock certificate for Automatically Convertible Equity
Securities, Conversion Preferred Stock, Series C, incorporated
herein by reference to Exhibit 2 to Apache's Form 8-A/A filed
with the Securities and Exchange Commission on May 13, 1999.
99.9 Certificate of Designations, Preferences and Rights describing
the rights and preferences of the Registrant's Automatically
Convertible Equity Securities, Conversion Preferred Stock,
Series C, incorporated herein by reference to Exhibit 3 to
Apache's Form 8-A/A, filed with the Securities and Exchange
Commission on May 13, 1999.
99.10 Press Release, dated May 18, 1999, "Apache Closes on Purchase
of Shell Assets in Gulf of Mexico."