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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): June 22, 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
On January 22, 1998, Apache Corporation ("Apache") filed a Registration
Statement (the "Registration Statement") on Form S-3 (Registration No.
333-44731) 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 January 28, 1998, covers debt
securities of 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 as of February 15, 1996 and
supplemented as of November 5, 1996 (the "Indenture"), between the Registrant
and The Chase Manhattan Bank (formerly known as Chemical Bank), as trustee.
Pursuant to a Terms Agreement dated June 22, 1999 and the Underwriting
Agreement Basic Terms incorporated by reference therein (collectively, the
"Underwriting Agreement"), by and among Apache and Bear, Stearns & Co. Inc. and
Warburg Dillon Read LLC (the "Underwriters"), Apache issued to the Underwriters,
for offering to the public, U.S. $150,000,000 principal amount of 7.625% Senior
Notes due July 1, 2019 (the "Senior Notes") on June 25, 1999, under the
Indenture. The Terms Agreement, Underwriting Agreement Basic Terms, and the form
of 7.625% Senior Notes due July 1, 2019 are listed under Item 7 as Exhibits 1.1,
1.2 and 4.1, respectively, and are incorporated herein by reference.
Apache's press release relating to the Senior Notes is listed under
Item 7 as Exhibit 99.1 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 Terms Agreement, dated June 22, 1999, among Apache
Corporation and the Underwriters.
1.2 Underwriting Agreement Basic Terms (incorporated
by reference to Exhibit 1.1 to Registrant's Current
Report on Form 8-K, dated January 29, 1998, SEC File
No. 1-4300).
*4.1 Form of 7.625% Senior Notes due 2019.
*99.1 Press Release, dated June 23, 1999, "Apache Sells
$150 Million of 20-Year Senior Notes Yielding 7.687
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 current report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
APACHE CORPORATION
Date: June 28, 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 Terms Agreement, dated June 22, 1999, among Apache
Corporation and the Underwriters.
1.2 Underwriting Agreement Basic Terms (incorporated
by reference to Exhibit 1.1 to Registrant's Current
Report on Form 8-K, dated January 29, 1998, SEC File
No. 1-4300).
*4.1 Form of 7.625% Senior Notes due 2019.
*99.1 Press Release, dated June 23, 1999, "Apache Sells
$150 Million of 20-Year Senior Notes Yielding 7.687
Percent".
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*filed herewith