1
================================================================================
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): May 18, 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
================================================================================
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 29, 1999, Apache Corporation ("Apache") signed an asset purchase
agreement and a stock purchase agreement with Shell Offshore Inc. and affiliated
Shell entities ("Shell") to purchase Shell's interest in 22 producing fields and
16 undeveloped blocks located in the Gulf of Mexico. Apache will operate 18 of
the 22 producing fields and also acquire certain production-related assets and
proprietary 3-D seismic data covering over 1,000 blocks in the Gulf of Mexico.
The transaction has an effective date of March 1, 1999, and a purchase price of
$715 million in cash (subject to reduction for production since March 1, 1999
and other adjustments) and one million shares of Apache's common stock, par
value $1.25 per share ("Apache Common Stock").
The properties included in the transaction had estimated proved reserves of
127.3 million barrels of oil equivalent at March 1, 1999, and were approximately
54 percent oil and 46 percent natural gas. The $715 million cash portion of the
purchase price assumes that the other owners of working interests in the Shell
properties will not exercise any of their preferential rights to purchase
portions of the interests Apache has agreed to purchase from Shell. The asset
purchase agreement and the stock purchase agreement are listed under Item 7 as
Exhibits 2.1 and 2.2 and are incorporated herein by reference.
The transaction was closed on May 18, 1999, effective as of March 1, 1999, and
is subject to customary post-closing adjustments and the preferential rights to
purchase noted above. Apache issued a press release, dated May 18, 1999, which
is listed under Item 7 as Exhibit 99.1 and incorporated herein by reference.
The cash portion of the purchase price was funded through a combination of debt
and equity. In separate offerings underwritten by Goldman, Sachs & Co., Apache
raised net proceeds of approximately $655 million through the issuance of (i)
14,950,000 shares of Apache Common Stock and (ii) seven million $2.015
Depositary Shares (the "Depositary Shares") representing Automatically
Convertible Equity Securities, Conversion Preferred Stock, Series C. The balance
of the cash portion of the purchase price was funded under Apache's existing
lines of credit. The final prospectus supplements for the shares of Apache
Common Stock and the Depositary Shares are listed under Item 7 as Exhibits 99.2
and 99.3 and are incorporated herein by reference.
The one million shares of Apache Common Stock issued to Shell pursuant to the
above-referenced stock purchase agreement were not a part of the underwritten
offerings discussed above. Such shares were issued under Apache's Registration
Statement on Form S-4 (Registration No. 33-61669) filed on August 8, 1995 and
amended on September 21, 1995, with the Securities Exchange Commission under the
Securities Act of 1933, as amended.
Other than Apache's negotiations and discussions with representatives of Shell
concerning the transaction described above, there are no material relationships
between Shell and Apache or any of Apache's affiliates, officers or directors,
or any associate of any officer or director of Apache.
1
3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
It is impractical to file financial statements and pro forma financial
information at this time. The Registrant will file such statements and
information as soon as practicable. It is expected that such statements and
information will be filed by amendment to this Form 8-K on or before July 30,
1999.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1* Asset Purchase Agreement, dated effective March 1, 1999, between Shell Offshore Inc. and certain
affiliated Shell entities, as Seller, and Apache Corporation, as Buyer.
2.2* Stock Purchase Agreement, dated April 29, 1999, between Shell Offshore Inc. and Apache Corporation.
99.1 Press Release, dated May 18, 1999, "Apache Closes on Purchase of Shell Assets in Gulf of Mexico"
(incorporated by reference to Amendment No. 2 on Form 8-K/A to Apache's Form 8-K dated April 29, 1999,
filed on May 24, 1999, SEC File No. 1-4300).
99.2 Final Prospectus Supplement (Common Stock), dated May 12, 1999 (incorporated by reference to Apache's
filing pursuant to Rule 424(B)(2) on May 13, 1999, Registration No. 333-75633).
99.3 Final Prospectus Supplement (Depositary Shares), dated May 12, 1999 (incorporated by reference to
Apache's filing pursuant to Rule 424(B)(2) on May 13, 1999, Registration No. 333-75633).
- --------------------
* filed herewith
2
4
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 25, 1999 /s/ Z. S. KOBIASHVILI
---------------------------------------
Z. S. Kobiashvili
Vice President and General Counsel
3
5
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
2.1* Asset Purchase Agreement, dated effective March 1, 1999, between Shell Offshore Inc. and certain
affiliated Shell entities, as Seller, and Apache Corporation, as Buyer.
2.2* Stock Purchase Agreement, dated April 29, 1999, between Shell Offshore Inc. and Apache Corporation.
99.1 Press Release, dated May 18, 1999, "Apache Closes on Purchase of Shell Assets in Gulf of Mexico"
(incorporated by reference to Amendment No. 2 on Form 8-K/A to Apache's Form 8-K dated April 29, 1999,
filed on May 24, 1999, SEC File No. 1-4300).
99.2 Final Prospectus Supplement (Common Stock), dated May 12, 1999 (incorporated by reference to Apache's
filing pursuant to Rule 424(B)(2) on May 13, 1999, Registration No. 333-75633).
99.3 Final Prospectus Supplement (Depositary Shares), dated May 12, 1999 (incorporated by reference to
Apache's filing pursuant to Rule 424(B)(2) on May 13, 1999, Registration No. 333-75633).
- ------------------
* filed herewith