-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CHXf0JS1NIZcVmbub5dAQFjG1IxjG8K7FwAT//3wgkRnBN/on8p4hxL4TbT/pNTU oCQXeqytURoHW0qkej4qaA== 0000950129-97-003874.txt : 19970923 0000950129-97-003874.hdr.sgml : 19970923 ACCESSION NUMBER: 0000950129-97-003874 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19970922 EFFECTIVENESS DATE: 19970922 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-36131 FILM NUMBER: 97683838 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: ONE POST OAK CENTER STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 MAIL ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 S-8 1 APACHE CORPORATION (APACHE CANADA LTD.) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1997 REGISTRATION NO. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 APACHE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE NO. 41-0747868 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400 (713) 296-6000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) APACHE CANADA LTD. EMPLOYEE GROUP RETIREMENT AND SAVINGS PLAN (FULL TITLES OF THE PLANS) Z.S. KOBIASHVILI, VICE PRESIDENT AND GENERAL COUNSEL APACHE CORPORATION 2000 POST OAK BOULEVARD, SUITE 100, HOUSTON, TEXAS 77056-4400 (713) 296-6000 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) CALCULATION OF REGISTRATION FEE
=========================================================================================================== Title of Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration Registered Registered Share (1) Price (1) Fee (1) - ----------------------------------------------------------------------------------------------------------- Common Stock, par value $1.25 per share, 25,000 shares $41.125 $1,028,125 $343.00 and associated Preferred Stock Purchase Rights (2) ===========================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rules 457(c) and 457(h), the offering price and registration fee are computed on the basis of the average of the high and low prices of the Common Stock, as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System for September 17, 1997. (2) Preferred Stock Purchase Rights are evidenced by certificates for shares of the Common Stock and automatically trade with the Common Stock. Value attributable to such Preferred Stock Purchase Rights, if any, is reflected in the market price of the Common Stock. 2 This registration statement on Form S-8 is being filed by the registrant, Apache Corporation ("Apache"), for the purpose of registering 25,000 shares of Apache Common Stock, par value $1.25 per share, for issuance under the terms of the Apache Canada Ltd. Employee Group Retirement and Savings Plan. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Apache Corporation (the "Registrant" or "Apache") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Commission File No. 1-4300, are incorporated by reference into this Registration Statement: (1) Annual Report on Form 10-K for the fiscal year ended December 31, 1996. (2) Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 1997. (3) Current Reports on Form 8-K dated June 13 and August 8, 1997. (4) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. The descriptions set forth below of the common stock of Apache, par value $1.25 per share ("Apache Common Stock"), the preferred stock and the Rights (as defined below) constitute brief summaries of certain provisions of Apache's Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement between Apache and Norwest Bank Minnesota, N. A. ("Norwest"), and are qualified in their entirety by reference to the relevant provisions of such documents, all of which are listed under Item 8 as exhibits to this Registration Statement and are incorporated herein by reference. APACHE COMMON STOCK All outstanding shares of Apache Common Stock are fully paid and nonassessable, and all holders of Apache Common Stock have full voting rights and are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The Board of Directors of Apache is classified into three groups of approximately equal size, one-third elected each year. Stockholders do not have the right to cumulate votes in the election of directors and have no preemptive or subscription rights. Apache Common Stock is neither redeemable nor convertible, and there are no sinking fund provisions relating to such stock. Subject to preferences that may be applicable to any shares of preferred stock outstanding at the time, holders of Apache Common Stock are entitled to dividends when and as declared by the Board of Directors from funds legally available therefor and are entitled, in the event of liquidation, to share ratably in all assets remaining after payment of liabilities. Apache's current policy is to reserve one ten-thousandth (1/10,000) of a share of Series A Preferred Stock (as defined below) for each share of Apache Common Stock issued in order to provide for possible exercises of Rights (as defined below) under Apache's existing Rights Agreement. The currently outstanding Apache Common Stock and the Rights (as defined below) under Apache's existing Rights Agreement are listed on the New York Stock Exchange and the Chicago Stock Exchange. Norwest is the transfer agent and registrar for Apache Common Stock. II - 1 4 Apache typically mails its annual report to stockholders within 120 days after the end of its fiscal year. Notices of stockholder meetings are mailed to record holders of Apache Common Stock at their addresses shown on the books of the transfer agent and registrar. PREFERRED STOCK Apache has five million shares of no par preferred stock authorized, of which 25,000 shares have been designated Series A Junior Participating Preferred Stock ("Series A Preferred Stock") and authorized for issuance pursuant to the Rights (as defined below) that trade with Apache Common Stock. No preferred stock is currently outstanding; however, shares of Series A Preferred Stock have been reserved for issuance in accordance with the Rights Agreement relating to the Rights. Shares of preferred stock may be authorized for issuance and issued by the Board of Directors with such voting powers and in such classes and series, and with such designations, preferences, and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof (including conversion into or exchange for Apache Common Stock or other securities of Apache or its subsidiaries), as may be stated and expressed in the resolution or resolutions providing for the issuance of such preferred stock adopted by the Board of Directors providing for the issuance of such preferred stock. RIGHTS In December 1995, Apache declared a dividend of one right (a "Right") for each outstanding share of Apache Common Stock effective January 31, 1996. Each Right entitles the registered holder to purchase from Apache one ten- thousandth (1/10,000) of a share of Series A Preferred Stock at a price of $100 per one ten-thousandth of a share, subject to adjustment. The Rights are exercisable ten calendar days following a public announcement that certain persons or groups have acquired 20 percent or more of the outstanding shares of Apache Common Stock or ten business days following commencement of an offer for 30 percent or more of the outstanding shares of Apache Common Stock. Unless and until the Rights become exercisable, they will be transferred with and only with the shares of Apache Common Stock. If Apache engages in certain business combinations or a 20-percent stockholder engages in certain transactions with Apache, the Rights become exercisable for Apache Common Stock or the common stock of the corporation acquiring Apache (as the case may be) at 50 percent of the then-market price. Any Rights that are or were beneficially owned by a person who has acquired 20 percent or more of the outstanding shares of Apache Common Stock, and who engages in certain transactions or realizes the benefits of certain transactions with Apache, will become void. Apache may redeem the Rights at $.01 per Right at any time until ten business days after public announcement that a person has acquired 20 percent or more of the outstanding shares of Apache Common Stock. Unless the Rights have been previously redeemed, all shares of Apache Common Stock will include Rights, including the Apache Common Stock issuable under the terms of the Apache Corporation 1996 Performance Stock Option Plan. ITEM 4. DESCRIPTION OF SECURITIES Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. II - 2 5 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia, authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) because the person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the suit or proceeding if the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reason to believe his conduct was unlawful. Similar indemnity is authorized against expenses (including attorneys' fees) actually and reasonably incurred in defense or settlement of any pending, completed or threatened action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) the person shall not have been adjudged liable to the corporation. The indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him. Apache maintains policies insuring the officers and directors of Apache and its subsidiaries against certain liabilities for actions taken in their capacities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Article VII of Apache's Bylaws provides, in substance, that directors, officers, employees and agents of Apache shall be indemnified to the extent permitted by Section 145 of the DGCL. Additionally, the Seventeenth Article of Apache's Restated Certificate of Incorporation eliminates in certain circumstances the monetary liability of directors of Apache for a breach of their fiduciary duty as directors. These provisions do not eliminate the liability of a director (i) for a breach of a director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions by a director not in good faith; (iii) for acts or omissions by a director involving intentional misconduct or a knowing violation of the law; (iv) under Section 174 of the DGCL (relating to the declaration of dividends and purchase or redemption of shares in violation of the DGCL); and (v) for transactions from which the director derived an improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II - 3 6 ITEM 8. EXHIBITS. The following exhibits are filed herewith unless otherwise indicated: EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 3.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No. 1-4300) 4.2 Certificate of Ownership and Merger Merging Apache Energy Resources Corporation into Registrant, effective December 31, 1995, as filed with the Secretary of State of Delaware on December 21, 1995 (incorporated by reference to Exhibit 3.2 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300) 4.3 Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of Registrant, effective January 31, 1996, as filed with the Secretary of State of Delaware on January 22, 1996 (incorporated by reference to Exhibit 3.3 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300) 4.4 Bylaws of Apache Corporation, as amended July 17, 1997 (incorporated by reference to Exhibit 4.4 to Apache's Registration Statement on Form S-8, Registration No. 333-32557, filed July 31, 1997) 4.5 Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300) *4.6 Apache Canada Ltd. Employee Group Retirement and Savings Plan *5.1 Opinion of legal counsel regarding legality of securities being registered *23.1 Consent of Arthur Andersen LLP *23.2 Consent of Coopers & Lybrand, Chartered Accountants *23.3 Consent of Ryder Scott Company Petroleum Engineers *23.4 Consent of Netherland, Sewell & Associates, Inc. *23.5 Consent of legal counsel included in Exhibit 5.1 *24.1 Power of Attorney included as part of the signature pages of this Registration Statement - --------------------- *Filed herewith II - 4 7 ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post- effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement relating to the securities offered herein shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective. (6) That, for the purpose of determining any liability under the Securities Act of 1933, each post- effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II - 5 8 (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions of Article 15, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II - 6 9 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Houston, State of Texas. APACHE CORPORATION Date: September 22, 1997 By: /s/ Raymond Plank ------------------------------------ Raymond Plank, Chairman and Chief Executive Officer POWER OF ATTORNEY The undersigned directors and officers of Apache Corporation do hereby constitute and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and Roger B. Plank, and each of them, with full power of substitution, our true and lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any and all amendments (including post-effective amendments) to this Registration Statement; and each of the undersigned does hereby ratify and confirm all that said attorneys-in-fact shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons, in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Raymond Plank Chairman and Chief - --------------------------- Executive Officer Raymond Plank (Principal Executive Officer) September 22, 1997 /s/ Roger B. Plank Vice President and Chief - --------------------------- Financial Officer Roger B. Plank (Principal Financial Officer) September 22, 1997 /s/ Thomas L. Mitchell Controller and Chief - --------------------------- Accounting Officer Thomas L. Mitchell (Principal Accounting Officer) September 22, 1997
10
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Frederick M. Bohen Director - ----------------------------- Frederick M. Bohen September 22, 1997 /s/ G. Steven Farris Director - ----------------------------- G. Steven Farris September 22, 1997 /s/ Randolph M. Ferlic Director - ----------------------------- Randolph M. Ferlic September 22, 1997 /s/ Eugene C. Fiedorek Director - ----------------------------- Eugene C. Fiedorek September 22, 1997 /s/ W. Brooks Fields Director - ----------------------------- W. Brooks Fields September 22, 1997 Director - ----------------------------- A. D. Frazier, Jr. /s/ Stanley K. Hathaway Director - ----------------------------- Stanley K. Hathaway September 22, 1997 /s/ John A. Kocur Director - ----------------------------- John A. Kocur September 22, 1997 /s/ George D. Lawrence Jr. Director - ----------------------------- George D. Lawrence Jr. September 22, 1997 /s/ Mary Ralph Lowe Director - ----------------------------- Mary Ralph Lowe September 22, 1997 /s/ F. H. Merelli Director - ----------------------------- F. H. Merelli September 22, 1997 /s/ Joseph A. Rice Director - ----------------------------- Joseph A. Rice September 22, 1997
11 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 3.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No. 1-4300) 4.2 Certificate of Ownership and Merger Merging Apache Energy Resources Corporation into Registrant, effective December 31, 1995, as filed with the Secretary of State of Delaware on December 21, 1995 (incorporated by reference to Exhibit 3.2 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300) 4.3 Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock of Registrant, effective January 31, 1996, as filed with the Secretary of State of Delaware on January 22, 1996 (incorporated by reference to Exhibit 3.3 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300) 4.4 Bylaws of Apache Corporation, as amended July 17, 1997 (incorporated by reference to Exhibit 4.4 to Apache's Registration Statement on Form S-8, Registration No. 333-32557, filed July 31, 1997) 4.5 Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, Commission File No. 1-4300) *4.6 Apache Canada Ltd. Employee Group Retirement and Savings Plan *5.1 Opinion of legal counsel regarding legality of securities being registered *23.1 Consent of Arthur Andersen LLP *23.2 Consent of Coopers & Lybrand, Chartered Accountants *23.3 Consent of Ryder Scott Company Petroleum Engineers *23.4 Consent of Netherland, Sewell & Associates, Inc. *23.5 Consent of legal counsel included in Exhibit 5.1 *24.1 Power of Attorney included as part of the signature pages of this Registration Statement
- -------------------- *Filed herewith EX-4.6 2 APACHE CANADA LTD. EMPLOYEE GROUP RETIREMENT PLAN 1 EXHIBIT 4.6 APACHE CANADA LTD. EMPLOYEE GROUP RETIREMENT AND SAVINGS PLAN October 1, 1997 2 APACHE CANADA LTD. EMPLOYEE GROUP RETIREMENT AND SAVINGS PLAN EFFECTIVE OCTOBER 1, 1997 TABLE OF CONTENTS
PAGE ARTICLE I INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE II CONSTRUCTION, INTERPRETATION AND DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE III MEMBERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE IV BENEFICIARY APPOINTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE V MEMBER CONTRIBUTIONS, COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ARTICLE VI ACCOUNTS AND INVESTMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 ARTICLE VII VESTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 ARTICLE VIII PAYMENTS FROM THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE IX THE FUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
3 ARTICLE X ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ARTICLE XI EXPLANATION AND DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ARTICLE XII AMENDMENT OR DISCONTINUANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE XIII MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4 ARTICLE I INTRODUCTION 1.1 This document constitutes the Apache Canada Ltd. Employee Group Retirement and Savings Plan (the "Plan") being established herein as of October 1, 1997. The basic purpose of the Plan is to provide, for eligible employees of Apache Canada Ltd., a means for the accumulation of savings and capital for retirement and other purposes. 1.2 This document sets out the general structure of the Plan and details the administration rules pertaining thereto. 1.3 Contributions to the Plan must be allocated by the employee to a non-registered savings account or, subject to the limits under the Income Tax Act to a registered account. It is intended that the registered portion of the Plan comply in all respects with Section 146 of the Income Tax Act in order that it may qualify for registration as a retirement savings plan under the Income Tax Act. ARTICLE II CONSTRUCTION, INTERPRETATION AND DEFINITIONS 2.1 The masculine pronoun wherever used herein shall include the feminine pronoun where applicable, and the singular shall include the plural and vice versa, as the context shall require. References to a paragraph, Section or an Article, mean a paragraph, Section or an Article in the Plan. 2.2 The Plan and all the rights and obligations hereunder shall be construed, governed and administered in accordance with the laws of the Province of Alberta except for those rights and obligations which are solely within the jurisdiction of Canada or another province. 2.3 All monetary references in the Plan are to be construed as being expressed in terms of the lawful currency of Canada, except as otherwise indicated. 5 DEFINITIONS 2.4 "Apache" means Apache Canada Ltd., an Alberta corporation. 2.5 "Approved Notice" means written notice filed with the Company on a form or forms prescribed by the Company, completed and executed in a manner determined by the Company. 2.6 "Beneficiary" means that person last designed by the Member, in accordance with Article IV, to receive any benefit under the Plan in the event of the death of the Member. 2.7 "Board" means the Board of Directors of Apache. 2.8 "Company" means Apache or any successor thereto and also includes any corporation which is, at any time, an affiliate of Apache and any partnership which has, at any time, as one of its partners, Apache or an affiliate of Apache (affiliate herein having the meaning ascribed thereto in the Canada Business Corporations Act), provided that any such corporation or partnership is designated by the Board of Directors to participate in the Plan. 2.9 "Company Contributions" means those contributions made by the Company to the Plan which are described in Section 5.2. 2.10 "Company Stock" means the capital stock of Apache Corporation being its common stock with a par value of $1.25 (U.S.) per share. 2.11 "Continuous Service" means the uninterrupted period of regular employment by the Employee since the most recent hire of the employee by the Company. 2.12 "Effective Date" means October 1, 1997. 2.13 "Eligible Earnings" means the amount, as determined by the Company, of regular base salary including overtime, annual cash bonuses and excluding any special allowances or payments for vacation payouts, severance, retirement allowances, stock option benefits, long term incentive plan bonuses or multi-year incentive bonuses, paid to the Employee by the Company. -2- 6 2.14 "Employee" means a person employed by the Company in a permanent full time or permanent part time capacity, but shall not include any person who is subject to a collective agreement between the Company and a bargaining unit, or who is employed on a contract or temporary basis, and shall also include officers and directors of the Company. 2.15 "Fund" means the fund established for the purposes of the Plan as set forth herein and established in accordance with the terms and provisions of the Funding Agreement, to which all contributions to the Plan shall be made and from which all benefits and expenses under the Plan shall be payable. 2.16 "Funding Agency" means the trust company or its agent , and/or the insurance company, and/or any group of individual trustees or their agents, designated by the Company and holding the whole or a portion of the assets of the Fund at any time pursuant to the terms of a Funding Agreement. 2.17 "Funding Agreement" means any trust deed or agreement executed from time to time between the Company and any Funding Agency, including any insurance or annuity contracts issued by a Funding Agency and including any amendments which are from time to time made to any such documents, pertaining to the custody of the investments of the Fund. 2.18 "Income Tax Act" means the Income Tax Act (Canada) and any applicable provincial Income Tax Act as amended from time to time, together with any relevant regulations and application rules made thereunder from time to time. 2.19 "Investment Manager" means any investment firm(s) and/or financial institution(s), appointed by the Company from time to time to direct the various investment options. 2.20 "Member" means an Employee who has joined the Plan in accordance with Article III. 2.21 "Member Contributions" means those contributions made by a Member to the Plan which are described in Section 5.1. -3- 7 2.22 "Member's Account" means, as of any date, the value of the account established on behalf of the Member in accordance with Section 6.1. 2.23 "Plan" means this registered retirement savings plan and employee savings plan for employees of the Company. 2.24 "Plan Year" means a calendar year beginning on January 1 and ending on December 31, except that the first Plan Year shall begin on October 1, 1997 and end on December 31, 1997. 2.25 "RRSP" means a retirement savings plan which is registered in accordance with Section 146 of the Income Tax Act. 2.26 "Savings Plan" means the non-registered savings plan which complies with Section 144 of the Income Tax Act. 2.27 "Totally and Permanently Disabled" means, with respect to a Member, disability as a result of bodily or mental injury or disease such that, on the basis of medical evidence satisfactory to the Company, the Member is wholly and presumably permanently prevented from continuing active employment. 2.28 "Valuation Date" means the last business day of each month or such other day as may be determined by the Funding Agency and the Company for purposes of determining the value of each Member's Account in accordance with Section 9.3. ARTICLE III MEMBERSHIP 3.1 Any Employee who is an Employee on or before the Effective Date shall be eligible to become a Member by filing an approved Notice. 3.2 Any Employee who becomes an Employee after the Effective Date will be eligible to become a Member of the Plan, on the first day of any month co-incident with or following the commencement of employment, by filing an Approved Notice. -4- 8 3.3 Participation in the Plan by Employees is voluntary. ARTICLE IV BENEFICIARY APPOINTMENT 4.1 By filing Approved Notice thereof, each Member shall designate a Beneficiary to receive any proceeds which may become payable under the Plan upon the Member's death. In the absence of an effective designation of Beneficiary, any amounts payable under the Plan upon the death of a Member shall be paid to the estate of such Member. 4.2 Subject to any applicable law, a Member may change the designation of Beneficiary at any time by giving Approved Notice thereof. ARTICLE V MEMBER CONTRIBUTIONS 5.1 (a) Members may contribute up to six (6%) percent of the Member's Eligible Earnings (which the Company will match). (b) Members may contribute at a rate higher than six (6%) percent (which the Company will not match). (c) Contribution rates must be in whole percentages designated by the Member by giving Approved Notice and changes to contribution rates will become effective on the first day of the next pay period provided adequate notice, as determined by the Company, has been provided to administer the change. (d) Members shall designate Member Contributions to a registered or unregistered account. -5- 9 COMPANY CONTRIBUTIONS 5.2 (a) The Company will contribute six (6%) percent of the Eligible Earnings of a Member to the Plan, whether or not the Member is contributing to the Plan. (b) The Company will contribute, in addition to the contribution described in paragraph 5.2(a), an additional amount equal to the Members Contribution, up to a maximum of six (6%) percent. (c) A Member shall designate Company Contributions to a registered or unregistered account. (d) All Company contributions shall be made out of current or accumulated profits of the Company. ARTICLE VI ACCOUNTS AND INVESTMENT OPTIONS 6.1 The Funding Agency shall maintain, or cause to be maintained on behalf of each Member, up to six accounts as required, namely: (a) Member Account - registered (b) Member Account - unregistered (c) Member (Company) Account - registered (d) Member (Company) Account - unregistered (e) Member Spousal Account - registered (f) Member (Company) Spousal Account - registered 6.2 It is the Members responsibility to monitor RRSP contribution levels imposed by the Income Tax Act to ensure compliance with the Income Tax Act and associated regulations. 6.3 In addition to limitations on contributions to an RRSP, which are the responsibility of the Member, there are foreign investment content rules for RRSP's. Compliance with these foreign investment content rules are the responsibility of a Member and penalties for excess foreign investment content are payable by the Member. -6- 10 6.4 The Funding Agency shall invest and reinvest Member Contributions and Company Contributions in accordance with an Approved Notice from the Member, in Company Stock or in one or more of the investment funds (as determined by the Company from time to time), which are made available to Members through the Investment Manager. 6.5 (a) Any investment election made by a Member pursuant to Section 6.4, shall continue in effect until changed by the Member. Once in any period of thirty (30) consecutive days, a Member, by giving Approved Notice, may change an investment election. Such change shall be effective as of the first (1st) day of the month following receipt of such Approved Notice by the Company. (b) Once in any period of thirty (30) consecutive days, a Member, by giving Approved Notice, may direct that all or a portion of the proceeds of a Member's Account be transferred to such other investment fund as may be available under the Plan and as may be designated by the Member in such Approved Notice. The transfer shall be effective as of the Valuation Date immediately following the date the Approved Notice is received by the Company. 6.6 The value of each Member's Account shall be determined by the Funding Agency as of each Valuation Date, having regard to the terms of the investment or investment fund in which the account is invested and on the basis of market values as of each Valuation Date. ARTICLE VII VESTING 7.1 A Member shall have a fully vested interest in respect of all amounts credited to any of the Member's Accounts. -7- 11 ARTICLE VIII PAYMENTS FROM THE PLAN 8.1 Upon a Member's retirement or termination, or in the event a Member becomes Totally and Permanently Disabled, the Member shall be entitled to receive a lump sum payment equal to the sum of the Member's Account provided that such payment shall be subject to any and all applicable provisions of the Income Tax Act. By giving Approved Notice, a Member may elect instead to have one of the following payment options with respect to any portion of the Member's Account which is invested in a RRSP. (a) The payment by the Funding Agency to an insurance company to purchase an annuity in a payment form elected by the Member in accordance with the terms of the RRSP; or (b) the payment by the Funding Agency to another registered retirement savings plan of the Member pursuant to subsection 146(16) of the Income Tax Act. 8.2 If a Member retires, is terminated, or is Totally and Permanently Disabled and the Member fails to give an Approved Notice within ninety (90) days of retirement, termination or becoming Totally and Permanently Disabled, the Funding Agency shall make a lump sum cash payment to the Member as set forth in Section 8.1. 8.3 Upon the death of a Member, a lump sum payment equal to the Member's Account shall be payable to the Beneficiary. If the Beneficiary is the Member's spouse, by giving Approved Notice the Beneficiary may elect to have any portion of the Member's Account which is invested in the deceased Member's RRSP, paid instead by the Funding Agency to a registered retirement savings plan of the Beneficiary pursuant to subsection 146(16) of the Income Tax Act. 8.4 By giving Approved Notice, up to twice in any calendar year, a Member may elect to receive a lump sum payment not to exceed his Member's Account. By giving Approved Notice, such Member may elect to have any portion of the Member's Account which is invested in the RRSP, paid instead by the Funding Agency to another registered retirement savings plan of the Member pursuant to subsection 146(16) of the Income Tax Act. -8- 12 8.5 The amount of a payment in accordance with this Article VIII shall be determined with reference to the Member's Account as of the Valuation Date coincident with or next following the Member's date of retirement, termination of employment, Total and Permanent Disability, date of death or date of the election described in Section 8.4, whichever is applicable. If, as determined by the Company there is insufficient notice to process the payment as of the Valuation Date referred to above, the Valuation Date next following shall apply. 8.6 By giving Approved Notice to the Company, a Member or Beneficiary entitled to received a payment in accordance with this Article VIII, may elect to receive in kind any whole number of shares of Company Stock which is held in the Member's Account. After deducting the value of such shares received in kind by the Member or Beneficiary, the Funding Agency shall pay the balance of the Member's Account in cash to the Member or Beneficiary. ARTICLE IX THE FUND 9.1 The Company shall enter into and maintain the existence of the Funding Agreement providing for the establishment and administration of the Fund. The Funding Agreement shall contain such provisions as the Company may deem appropriate, including but not limited to, provisions with respect to the powers and authority of the Funding Agency, the investment and valuation of the Fund, and the authority of the Company to amend or terminate the Funding Agreement. The Funding Agreement shall form a part of the Plan and any and all rights and benefits which may accrue to any persons under the Plan shall be subject to all the terms and conditions of the Funding Agreement. 9.2 All Company Contributions shall be paid into the Fund to be held and administered pursuant to the Funding Agreement. All income received, capital gains made and capital losses sustained by the Fund shall be held in the Fund and administered pursuant to the Funding Agreement. The Funding Agency shall pay monies from the Fund for the purpose of making payments to eligible Members or their Beneficiaries in accordance with the provisions of the Plan. Except as otherwise provided in the Plan or the Funding Agreement, the principal and income of the Fund shall not be used for any purpose other than for the exclusive benefit of the Members or their Beneficiaries. -9- 13 9.3 The Fund and the Member's Accounts shall be valued by the Funding Agency on each Valuation Date, but not less frequently than monthly. 9.4 Company Stock credited to a Member's Account shall be voted by the Funding Agency as directed by the Member at annual or special stockholders' meetings of Apache Corporation, provided the Member's directions are received by the Funding Agency not less than ten (10) days before such meeting. Directions from a Member to the Funding Agency concerning voting shall be held in confidence by the Funding Agency and shall not be divulged to the Company, or any officer or employee thereof, or any other person. The Funding Agency shall also vote of Company Stock for which it has received no direction from a Member, as well as any Company Stock not credited to a Member's Account but otherwise under the control of the Funding Agency, pursuant to the Plan, in the same proportion on each issue as it votes those shares for which it received voting directions from Members. 9.5 Any taxes incurred by the Fund or upon any assets held by the Funding Agency or upon the income therefrom, and which taxes are payable by the Funding Agency, shall be charged against the Member's Accounts as the Funding Agency and the Company shall determine. ARTICLE X ADMINISTRATION 10.1 The Plan shall be administered by the Funding Agency in accordance with the policies, rules and regulations established by the Company from time to time whose determination shall be conclusive as to eligibility, employment status, calculation of benefits, and any and all other questions relating to this Plan. The Funding Agency shall be entitled to rely upon information furnished by the Company and has the right to delegate certain administrative functions back to the Company. All determinations shall be made as nearly as may be possible in a uniform manner in respect of all persons similarly situated. 10.2 Investment brokerage and similar costs as well as fees of any Funding Agency, investment manager or trustee arising as a result of the purchase and sale of investments, together with record keeping fees will be paid by the Company. Member Accounts will be charged with all costs associated with the withdrawal of a Member Account, lost tax receipts or other tax documents. Investment management fees are paid quarterly from Fund assets. -10- 14 ARTICLE XI EXPLANATION AND DISCLOSURE 11.1 The Company shall inform all Members in writing of their rights and duties under the Plan. 11.2 The written explanation referred to above shall not have any effect on the rights or obligations of any person under this Plan and shall not be referred to in determining the meaning of any provision of the Plan. Neither the Company nor the Funding Agency shall be liable for any loss or damage occasioned to any person by reason of any error or omission in any such written explanation. 11.3 The Company shall provide or cause to be provided, not less frequently than annually, a statement to each Member describing the Member's entitlement under the Plan including but not limited to the market value of his Member's Account and the allocation of his account among the investment options. 11.4 Upon the retirement, termination, Total and Permanent Disability, or death of a Member, the Company shall provide a statement showing the Member's Account and explaining the options available to the Member or Beneficiary for settlement of the Member's Account. 11.5 This Plan text shall be open to inspection at all reasonable times in such Company offices including its principal office in each province as may be designated from time to time by the Company. 11.6 Nothing contained in this Plan shall give or be deemed to give any Employee the right to be retained as an Employee of the Company or to interfere with the rights of the Company to discharge or lay off any Employee at any time. 11.7 A Member shall continue to be a Member for as long as such person has any rights or entitlements under the Plan. -11- 15 ARTICLE XII AMENDMENT OR DISCONTINUANCE 12.1 The Company hopes and expects to continue the Plan indefinitely, but nevertheless reserves the right to amend, modify or terminate the Plan by action of the Board. Not such action shall adversely affect any right with respect to entitlements which have accrued prior to the time the action is taken, nor make it possible for any part of the principal or income of the Fund to be used for or diverted to purposes other than for the exclusive benefit of Members and Beneficiaries except as otherwise provided herein. 12.2 In the event that the Plan is terminated, each Member shall be entitled to receive a lump sum payment equal to his Member's Account, determined as of the date of termination of the Plan. Payment shall be made by the Funding Agency to the member or Beneficiary in cash. By giving Approved Notice to the Company, a Member may elect to have any portion of his Member's Account which is invested in the RRSP, paid instead by the Funding Agency to another registered retirement savings plan of the Member pursuant to subsection 146(16) of the Income Tax Act. 12.3 Section 12.1 notwithstanding, any modification or amendment to the Plan may be made, retroactively if necessary, should the Company deems it necessary or appropriate to satisfy the conditions of any law, regulation or ruling. 12.4 The Company reserves the right to merge or consolidate the Plan with any other plan adopted by the Board, or to transfer any assets or liabilities of the Plan to any other such plan. No such action shall adversely affect any rights with respect to entitlements which have accrued immediately prior to the time of such merger, consolidation or transfer to the extent that the assets of the Fund are sufficient to provide the accrued entitlements. -12- 16 ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 The benefits under the Plan are not capable of assignment, loan, alienation, surrender or commutation, and do not confer upon any Member, Beneficiary, personal representative or dependent, or any other person, any right or interest in the benefits capable of being assigned, surrendered, commuted or otherwise alienated. 13.2 No Member, or any person claiming through such Member, has any right to or interest in, any part of the Fund except to the extent provided under the Plan and under any Funding Agreement. A Member or other person having any claim through a Member has recourse solely to the Fund for payment of any benefits hereunder and under no circumstances does any liability attach to the Company, the Funding Agency, the Investment Manager, or any director, officer or employee of the Company for payment of any benefits or claims hereunder. 13.3 Neither the Company nor any director, officer, employee or agent of the Company shall in any way be subject to any suit or litigation, or to any legal liability for any cause or reason or thing whatsoever in connection with the Plan, except for the willful and intentional malfeasance or misconduct of the Company or such individual. ATTEST: APACHE CANADA LTD. /S/ Cheri L. Peper /S/ Daniel L. Schaeffer - -------------------------- ------------------------------- Cheri L. Peper Daniel L. Schaeffer Corporate Secretary Vice President -13- EX-5.1 3 OPINION OF LEGAL COUNSEL 1 [Apache Letterhead] EXHIBIT 5.1 September 22, 1997 Apache Corporation 2000 Post Oak Boulevard Suite 100 Houston, Texas 77056-4400 Gentlemen: I am rendering this opinion in my capacity as Assistant General Counsel of Apache Corporation, a Delaware corporation ("Apache"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed on or about this date by Apache under the Securities Act of 1933, as amended, and relating to 25,000 shares of Apache's common stock, $1.25 par value ("Apache Common Stock"), to be offered under the plan described in the Registration Statement (the "Plan"). In connection therewith, I have examined the Registration Statement, the corporate proceedings with respect to the offering of shares and such other documents and instruments as I have deemed necessary or appropriate for the expression of the opinion contained herein. On the basis of the foregoing, and having regard for such legal considerations I have deemed relevant, it is my opinion that the 25,000 shares of Apache Common Stock to be registered have been duly authorized for issuance and sale, and when issued in accordance with the terms and conditions of the Plan, will be legally issued, fully paid and non- assessable. I express no opinion as to the laws of any jurisdiction other than the State of Texas and the General Corporation Law of the State of Delaware. I consent to the inclusion of this letter as an exhibit to the Registration Statement and to the reference in the Prospectus included as part of the Registration Statement to my having issued the opinion expressed herein. Very truly yours, /s/ Eric L. Harry Eric L. Harry Assistant General Counsel EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF ARTHUR ANDERSEN LLP As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 28, 1997 on the audited consolidated financial statements of Apache Corporation and Subsidiaries included in the Apache Corporation Annual Report on Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Houston, Texas September 18, 1997 EX-23.2 5 CONSENT OF COOPERS & LYBRAND, CHARTERED ACCOUNTANT 1 EXHIBIT 23.2 CONSENT OF COOPERS & LYBRAND We hereby consent to the incorporation by reference in this registration statement of our report dated February 13, 1995 on our audit of the consolidated financial statements of DEKALB Energy Company for the year ended December 31, 1994 included in the Apache Corporation Annual Report on Form 10-K for the year ended December 31, 1996, and to all references to our Firm included in this registration statement. /s/ Coopers & Lybrand Coopers & Lybrand Chartered Accountants Calgary, Alberta, Canada September 18, 1997 EX-23.3 6 CONSENT OF RYDER SCOTT COMPANY PETROLEUM ENGINEERS 1 [Ryder Scott Letterhead] EXHIBIT 23.3 Consent of Ryder Scott Company Petroleum Engineers As independent petroleum engineers, we hereby consent to the incorporation by reference in this registration statement of our Firm's review of the proved oil and gas reserve quantities of Apache Corporation as of January 1, 1997, and to all references to our Firm included in this registration statement. /s/ Ryder Scott Company /s/ Petroleum Engineers Ryder Scott Company Petroleum Engineers Houston, Texas September 18, 1997 EX-23.4 7 CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. 1 [Netherland, Sewell Letterhead] EXHIBIT 23.4 Consent of Independent Petroleum Engineers and Geologists As independent petroleum engineers and geologists, we hereby consent to the incorporation by reference in this Registration Statement of our Firm's review of the proved oil and gas reserve quantities as of January 1, 1997, for certain of Apache Corporation's interests located in The Arab Republic of Egypt, and to all references to our Firm included in this Registration Statement. Netherland, Sewell & Associates, Inc. By: /s/ Clarence M. Netherland ---------------------------------- Clarence M. Netherland Chairman Dallas, Texas September 18, 1997 -----END PRIVACY-ENHANCED MESSAGE-----