-----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, J7RJ+acK7wW0nvOK0Hziuzvg9ZbwJlmXsCGElJsG55X3PpC1oUiGp6FkUAPUPUex h+VjDUZFIm1HpduysfwRxg== 0000950129-04-003653.txt : 20040527 0000950129-04-003653.hdr.sgml : 20040527 20040526184851 ACCESSION NUMBER: 0000950129-04-003653 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040524 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040527 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: 04833355 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 h15736e8vk.txt APACHE CORPORATION - DATE OF REPORT: MAY 24, 2004 ================================================================================ 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 24, 2004 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 5. OTHER EVENTS On May 24, 2004, ExxonMobil Corporation and Apache Corporation announced that they agreed to enter into a series of transactions that will provide for transfers and joint venture activity across a broad range of prospective and mature properties in West Texas, Western Canada, onshore Louisiana and the Gulf of Mexico Continental Shelf. Apache's participation in this agreement will include a cash payment of $385 million. Completion of the transactions is subject to negotiation of definitive agreements and receipt of applicable corporate and regulatory approvals. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS. EXHIBIT NO. DESCRIPTION 99.1 Press Release dated May 24, 2004, "ExxonMobil and Apache Announce Agreement to Optimize Exploration and Development in West Texas, Western Canada, Louisiana and Gulf of Mexico" 99.2 Transaction Summary available on Apache's internet site www.apachecorp.com. 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 26, 2004 /s/ ROGER B. PLANK -------------------------------------- Roger B. Plank Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press Release dated May 24, 2004, "ExxonMobil and Apache Announce Agreement to Optimize Exploration and Development in West Texas, Western Canada, Louisiana and Gulf of Mexico" 99.2 Transaction Summary available on Apache's internet site www.apachecorp.com.
EX-99.1 2 h15736exv99w1.txt PRESS RELEASE - EXXONMOBILE & APACHE AGREEMENT EXHIBIT 99.1 NEWS APACHE CORPORATION LOGO 2000 Post Oak Boulevard Suite 100 Houston, Texas 77056-4400 (713) 296-6000 CONTACTS: (EXXONMOBIL): BOB DAVIS (713/656-7544) (APACHE MEDIA): TONY LENTINI (713/296-6227) (APACHE INVESTOR): ROBERT DYE (713/296-6662) (WEB SITE): WWW.APACHECORP.COM FOR RELEASE AT 7 A.M. CENTRAL TIME EXXONMOBIL AND APACHE ANNOUNCE AGREEMENT TO OPTIMIZE EXPLORATION AND DEVELOPMENT IN WEST TEXAS, WESTERN CANADA, LOUISIANA AND GULF OF MEXICO HOUSTON, May, 24, 2004--ExxonMobil Corporation (NYSE: XOM) and Apache Corporation (NYSE, NASDAQ: APA) today announced a program that will capitalize on the respective strengths and assets of both companies to optimize hydrocarbon exploration and development in the United States and Canada. The agreement provides for transfers and joint venture activity across a broad range of prospective and mature properties in West Texas, Western Canada, onshore Louisiana and the Gulf of Mexico Continental Shelf, and is expected to increase the realized value of the portfolio for both companies. Apache's participation in this agreement will include a cash payment of $385 million. The parties will now work together to close the various transactions with more definitive agreements. ExxonMobil agreed to transfer its interests in 28 mature producing oil and gas fields in West Texas and New Mexico with current gross production of about 10,000 oil-equivalent barrels per day and will retain a revenue interest indexed to oil price through 2009. ExxonMobil will retain a 50 percent working interest in all properties beneath the currently producing intervals. -more- EXXONMOBIL-APACHE AGREEMENT--ADD 1 In the Western Canadian Province of Alberta, ExxonMobil's subsidiary, ExxonMobil Canada Energy will farm out its interest in approximately 300,000 acres of undeveloped property interests in mature areas to Apache Canada Ltd. Apache will drill and operate more than 250 wells over an initial two-year period with upside for further drilling. ExxonMobil Canada will retain a 37 1/2 percent lessor royalty on fee lands and 35 percent of its working interest on ExxonMobil leasehold as to any production resulting from the drilling program. Regarding onshore Louisiana and Gulf of Mexico shelf acreage, the parties jointly will explore for deep gas on more than 800,000 acres of high-potential Apache onshore and offshore properties for an initial period of five years, with provisions for extension. In order to expedite exploration, the agreement provides flexibility on participation and operatorship. ExxonMobil will operate high-cost, deep-gas prospects that rely on state-of-the-art technology and Apache may pursue and operate shallower prospects whether ExxonMobil chooses to participate or not. "We look forward to implementing this agreement with Apache Corporation, which covers such a broad portfolio of opportunities for our two companies," said Harry J. Longwell, ExxonMobil Director and Executive Vice President. "This allows us to create more shareholder value from mature producing properties and large undeveloped acreage positions, and gives us access to new deep gas prospects in Louisiana both on and offshore. It has been a pleasure to work together to determine how best to take advantage of the relative strengths and assets of both parties to greatly increase both the near-term and long-term value of what we held separately." "We are pleased to have the opportunity to consummate such a far-reaching, value-added transaction with ExxonMobil," said G. Steven Farris, Apache's president, chief executive officer and chief operating officer. "The work necessary to put this transaction together took several months during which time ExxonMobil's people, at every level, were a pleasure to work with. It is apparent why ExxonMobil is the largest and most respected energy company in the world, and we look forward to working with them in our expanded relationship to add value for our respective shareholders." -more- EXXONMOBIL-APACHE AGREEMENT--ADD 2 Exploration agreements for North American acreage would add to ExxonMobil's industry leading portfolio, the largest in terms of proved reserves and production. North American Operations contributed approximately 36 percent of ExxonMobil's 2003 worldwide production on an oil-equivalent basis and 37 percent of its Upstream earnings. With interests in more than 40 producing Gulf of Mexico fields, development projects under way, participation in high-potential discoveries and a strong inventory of prospects, ExxonMobil is well positioned for future growth. The company also holds interests in approximately 600 exploration blocks throughout the Gulf of Mexico encompassing more than 3.4 million gross and 2.8 million net acres. Apache Corporation is a large oil and gas independent with core operations in the United States, Canada, the United Kingdom North Sea, Egypt and Western Australia. For Apache, the agreement adds production in the Permian Basin, which is one of the company's core areas, and provides access to a significant new acreage position in Canada as well as a world-class partner for deep gas exploration in South Louisiana and the Gulf of Mexico. -end- This 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 the potential transactions and ventures discussed in this release. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the successful negotiation, approval, and execution of definitive agreements, the availability of needed personnel and equipment for the future exploration and development, fluctuations in oil and gas prices, and general economic conditions. EX-99.2 3 h15736exv99w2.txt TRANSACTION SUMMARY EXHIBIT 99.2 APACHE / EXXONMOBIL VENTURE o PERMIAN o Apache to acquire 28 WTX fields with net production of 8,300 bopd & 10 MMcfpd (Apache estimated proved reserves of 63.3 MMboe) o ExxonMobil to retain price upside on half the oil production thru 2009 o CANADA o Apache to farm into approx. 300,000 undeveloped acres o Apache to drill 250 wells over 2 yrs; right to drill additional wells o ExxonMobil to retain 37.5% royalty on approx. 230,000 fee acres & 35% working interest on approx. 60,000 Crown acres o GULF COAST o Apache to lease 50% of its rights below existing production to ExxonMobil for 5 years o 260,000 onshore S. Louisiana fee acreage retaining a 20% royalty o 128 offshore blocks in Gulf of Mexico retaining a 3% ORRI o ExxonMobil has right to extend lease for 5 years under certain conditions o CASH CONSIDERATION o Apache to pay $385 MM to ExxonMobil; April 1 effective date -----END PRIVACY-ENHANCED MESSAGE-----