-----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, RcXFF9E5yEXCQL8IK6dbAzkR28jzMMQ6CXuLGKvXUvlK2GEu9V65b0R7CjqyMmS2 +k+aGDjqSJg2mfZhnOZkrQ== 0000950129-03-002086.txt : 20030417 0000950129-03-002086.hdr.sgml : 20030417 20030417145111 ACCESSION NUMBER: 0000950129-03-002086 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030318 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030417 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04300 FILM NUMBER: 03654121 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 8-K 1 h04965e8vk.txt APACHE CORPORATION DATED MARCH 18, 2003 ================================================================================ 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): March 18, 2003 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 ================================================================================ ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 11, 2003, Apache Corporation ("Apache") signed two purchase and sales agreements with subsidiaries of BP p.l.c. (referred to collectively as "BP"), to purchase their interests in 61 producing fields, including 113 blocks in the Gulf of Mexico and two producing fields in the North Sea for $1.3 billion. Each of the purchase agreements was effective as of January 1, 2003. Upon closing of each transaction the purchase price was adjusted for normal closing and working capital adjustments and, in the case of the Gulf of Mexico properties, the exercise of preferential rights by third parties. Upon closing of the acquisitions, Apache assumed BP's abandonment obligation for the properties and such costs were considered in determining the purchase price. Apache and BP closed on the Gulf of Mexico and North Sea properties on March 13, 2003 and April 2, 2003, respectively. Upon closing, Apache paid a purchase price, adjusted for normal closing and working capital adjustments, of $509 million for the Gulf of Mexico properties and $630 million for the North Sea assets. The Gulf of Mexico purchase price included a reduction of $70 million for the exercise of preferential rights by third parties. Apache issued press releases dated March 18, 2003 and April 2, 2003 announcing the two closings. The press releases are listed under Item 7 as Exhibits 99.1 and 99.2 and are incorporated herein by reference. Apache estimates that the properties acquired from BP had proved reserves as of January 1, 2003 of: o 183.9 MMbbls of crude oil and natural gas liquids; and o 237.6 Bcf of natural gas. Apache has agreed to sell all of the North Sea production from those properties over the next two years to BP at a combination of fixed and market sensitive prices pursuant to a contract entered into in connection with the North Sea purchase agreement. The purchase price was paid in cash, which was funded from the proceeds of an underwritten offering of Apache common stock, from the sale of Apache commercial paper and borrowings under Apache's existing lines of credit. The offering of Apache's common stock was underwritten by Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., RBC Dain Rauscher Inc., A.G. Edwards & Sons, Inc., Petrie Parkman & Co., Inc., Raymond James & Associates Inc., and Robert W. Bard & Co. Incorporated, and provided net proceeds to Apache of approximately $553.4 million. The final prospectus supplement used in the offering is listed under Item 7 as Exhibit 99.3 and is incorporated herein by reference. Other than Apache's negotiations and discussions with representatives of BP concerning the transactions described above, there are no material relationships between BP and Apache or any of Apache's affiliates, officers or directors, or any associate of any officer or director of Apache. 1 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. Apache will file such statements and information a soon as practicable. It is expected that such statements and information will be filed by amendment to this Form 8-K on or before June 16, 2003. (c) EXHIBITS. EXHIBIT NO. DESCRIPTION 2.1 Purchase and Sale Agreement, dated January 11, 2003, by and between Apache Corporation, as Buyer, and BP Exploration & Production Inc., as Seller (incorporated by reference to Apache's Current Report on Form 8-K dated January 11, 2003, filed on January 13, 2003, SEC File No. 1-4300). 2.2 Sale and Purchase Agreement, dated January 11, 2003, by and between Apache North Sea Limited, as Buyer, and BP Exploration Operating Company Limited, as Seller (incorporated by reference to Apache's Current Report on Form 8-K dated January 11, 2003, filed on January 13, 2003, SEC File No. 1-4300). 99.1* Press Release, dated March 18, 2003, "Apache Closes Purchase of Gulf of Mexico Assets From BP." 99.2* Press Release, dated April 2, 2003, "Apache Closes UK North Sea Acquisition From BP." 99.3 Final Prospectus Supplement dated January 22, 2003 (incorporated by reference to Apache's filing pursuant to Rule 424(B)(2) on January 17, 2003, Registration Nos. 333-75633 and 333-32580). - ---------- * filed herewith 2 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: April 17, 2003 /s/ Eric L. Harry -------------------------------------------- Eric L. Harry Vice President and Associate General Counsel 3 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 Purchase and Sale Agreement, dated January 11, 2003, by and between Apache Corporation, as Buyer, and BP Exploration & Production Inc., as Seller (incorporated by reference to Apache's Current Report on Form 8-K dated January 11, 2003, filed on January 13, 2003, SEC File No. 1-4300). 2.2 Sale and Purchase Agreement, dated January 11, 2003, by and between Apache North Sea Limited, as Buyer, and BP Exploration Operating Company Limited, as Seller (incorporated by reference to Apache's Current Report on Form 8-K dated January 11, 2003, filed on January 13, 2003, SEC File No. 1-4300). 99.1* Press Release, dated March 18, 2003, "Apache Closes Purchase of Gulf of Mexico Assets From BP." 99.2* Press Release, dated April 2, 2003, "Apache Closes UK North Sea Acquisition From BP." 99.3 Final Prospectus Supplement dated January 22, 2003 (incorporated by reference to Apache's filing pursuant to Rule 424(B)(2) on January 17, 2003, Registration Nos. 333-75633 and 333-32580).
- ---------- * filed herewith EX-99.1 3 h04965exv99w1.txt PRESS RELEASE DATED MARCH 18, 2003 EXHIBIT 99.1 CONTACTS: (MEDIA): TONY LENTINI (713) 296-6227 BILL MINTZ (713) 296-7276 (INVESTOR): ROBERT DYE (713) 296-6662 (WEB SITE): WWW.APACHECORP.COM FOR RELEASE AT 8:00 A.M. CENTRAL TIME APACHE CLOSES PURCHASE OF GULF OF MEXICO ASSETS FROM BP Houston, March 18, 2003--Apache Corporation (NYSE: APA) today announced it has closed on the Gulf of Mexico portion of its previously announced $1.3 billion acquisition of BP producing properties. The United Kingdom North Sea portion of the transaction is expected to close within the next two months. Apache paid an adjusted price of $509 million for the Gulf of Mexico properties, which have estimated proved reserves of 72.2 million barrels of oil equivalent. The price was adjusted from the originally announced $670 million to account for the exercise of preferential rights by third parties involved in some of the properties (a reduction of $70 million), production since the Jan. 1, 2003, effective date of the transaction, and other minor adjustments. The Gulf of Mexico properties are located offshore Texas and Louisiana in areas where Apache has substantial existing operations. Net current production from the acquired properties, after adjustments, is approximately 200 million cubic feet of gas and 19,000 barrels of liquid hydrocarbons per day. Apache Corporation is a large oil and gas independent with existing core operations in the United States, Canada, Egypt and Western Australia. -end- EX-99.2 4 h04965exv99w2.txt PRESS RELEASE DATED APRIL 2, 2003 EXHIBIT 99.2 CONTACTS: (MEDIA): TONY LENTINI (713/296-6227) BILL MINTZ (713/296-7276) (INVESTOR): ROBERT DYE (713/296-6662) (WEB SITE): WWW.APACHECORP.COM FOR IMMEDIATE RELEASE APACHE CLOSES UK NORTH SEA ACQUISITION FROM BP Houston, April 2, 2003 - Apache Corporation (NYSE: APA) today announced that it has closed on the UK North Sea Forties field portion of its $1.3 billion acquisition of producing properties from BP. As previously announced, Apache paid approximately $630 million for the Forties field, which on the effective date of January 1, 2003, had estimated proved reserves of 147.6 million barrels of oil equivalent and anticipated 2003 net production of 45,000 barrels of oil per day. Closing on the North Sea assets was approximately two months ahead of schedule, bringing the BP acquisition to completion. Apache closed on the Gulf of Mexico portion of the transaction in mid-March. The Forties field is the largest discovery in the UK North Sea. It currently ranks in the top ten in liquid hydrocarbons production and remaining liquid hydrocarbon reserves after having produced approximately 2.5 billion barrels. Apache has established an office in Aberdeen, Scotland, headed by Executive Vice President John Crum, and has transferred the BP Forties team to Apache. "We're delighted to be here and appreciate the warm welcome we have received from the government, local residents and our colleagues at BP. With Forties as a base, we hope to add value and expand our presence in the North Sea," Crum said. Apache Corporation is a large oil and gas independent with core operations in the United States, Canada, Egypt, Western Australia and now the North Sea. -end- This news release contains certain "forward-looking statements" as defined by the Private Securities Litigation Reform Act of 1995 including, without limitation, expectations, beliefs, plans and objectives regarding Apache's reserves, production, capital expenditures and future acquisitions. Any matters that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions and uncertainties. There is no assurance that Apache's expectations will be realized, and actual results may differ materially from those expressed in the forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----