-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, D13tL4lpvgmvqwvF1g0KAQ5ILRbHzhxXwDZc4L2VxtT9uBXz17zsm3sAdIZEev31 0mc81OSwkAYCzViPB1DLCA== 0000950129-94-000284.txt : 19940421 0000950129-94-000284.hdr.sgml : 19940421 ACCESSION NUMBER: 0000950129-94-000284 CONFORMED SUBMISSION TYPE: S-3D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19940413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: 1311 IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3D SEC ACT: 1933 Act SEC FILE NUMBER: 033-53129 FILM NUMBER: 94522616 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 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 S-3 1 FORM S-3 COMMON STOCK DIV. REINVESTMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1994 REGISTRATION NO. 33-_________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- APACHE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE NO. 41-0747868 (State of incorporation) (I.R.S. Employer Identification Number) ONE POST OAK ONE POST OAK CENTRAL Z. S. KOBIASHVILI 2000 POST OAK BOULEVARD, SUITE 100 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY HOUSTON, TEXAS 77056-4400 ONE POST OAK CENTRAL (713) 296-6000 2000 POST OAK BOULEVARD, SUITE 100 (Address, including zip code, and HOUSTON, TEXAS 77056-4400 telephone number, including area code, of (713) 296-6000 registrant's executive offices) (Name, address, including zip code, and telephone number, including area code, of agent for service)
--------------------- Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. (X) If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ( ) CALCULATION OF REGISTRATION FEE
==================================================================================================================== Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of Registration of Securities to be Registered Offering Price Per Aggregate Offering Fee Registered Share (1) Price (1) - - -------------------------------------------------------------------------------------------------------------------- Common Stock, par 150,000 shares(2) $23.625 $3,543,750 $1,222 value $1.25 per share(2) ====================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c), 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 April 8, 1994. (2) Including associated stock purchase rights. ================================================================================ 2 PROSPECTUS 150,000 SHARES APACHE CORPORATION COMMON STOCK ($1.25 PAR VALUE) DIVIDEND REINVESTMENT PLAN This Prospectus relates to 150,000 shares ("Shares") of the common stock, par value $1.25 per share (the "Common Stock"), of Apache Corporation ("Apache" or the "Company") offered pursuant to the Dividend Reinvestment Plan (the "Plan"). The Shares of Common Stock issued under the Plan will be listed on The New York Stock Exchange ("NYSE") and the Chicago Stock Exchange ("CSE"). The per share closing market price of the Company's Common Stock as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System ("Composite Tape") for April 11, 1994 was $24.25. The complete mailing address of the Company's executive offices is 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400. The Plan provides holders of the Common Stock enrolled in the Plan ("Participants") with a convenient method of purchasing additional shares of Common Stock by: - Automatically reinvesting all or a portion of the cash dividends on the Company's Common Stock; and/or - Making additional cash investments of not less than $50 each or more than $5,000 in any calendar quarter. The price of each Share of the Company's newly issued Common Stock purchased with reinvested dividends is 100 percent of the unweighted average of the per share closing market prices for the Common Stock as reported on the Composite Tape for the five consecutive trading days up to and including the cash dividend payment date. The price of each Share of the Company's newly issued Common Stock purchased with additional cash investments is the per share closing market price for the Common Stock as reported on the Composite Tape for the established investment date (usually the last business day of each month). The purchase price of each Share of the Company's newly issued Common Stock will not be less than par value. The price to Participants for shares of the Company's Common Stock purchased in the open market, with reinvested dividends or with additional cash investments, is the weighted average purchase price for the applicable investment period paid by the Plan Agent for such shares, excluding any brokerage fees or service charges. Apache pays the costs of administering the Plan, as well as brokerage fees and service charges on purchases of shares of Common Stock; however, Participants selling shares under the Plan must pay certain costs relating to such sales. No underwriting discounts or commissions are paid by Participants in connection with the offering of the Shares under the Plan, and the Company receives all proceeds from the sale of newly issued Shares. This Prospectus should be retained for future reference. --------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------------------- The date of this Prospectus is April 13, 1994. 3 AVAILABLE INFORMATION Apache is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files periodic reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The Company's filings may be inspected and copied or obtained by mail upon payment of the Commission's prescribed rates at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Judiciary Plaza, Washington, D.C. 20549 and at the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The Common Stock and Common Stock Purchase Rights are listed on the NYSE and the CSE, although the Shares are not currently admitted for trading on either exchange. The Company's 9.25% Notes due June 1, 2002 are listed on the NYSE. The Company's reports, proxy statements and other filings with the Commission are also available for inspection at the offices of the NYSE located at 20 Broad Street, New York, New York 10005 and the CSE, 440 S. LaSalle St., Chicago, Illinois 60605. The Company has filed with the Commission a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1993, as amended ("the Securities Act"), with respect to the Common Stock offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement and in the amendments, exhibits and schedules thereto. For further information with respect to the Company and the Common Stock, reference is made to the Registration Statement, and to the exhibits and schedules filed therewith. All of these documents may be inspected without charge at the Commission's principal office in Washington, D.C., and copies thereof may be obtained from the Commission at the prescribed rates or may be examined without charge at the public reference facilities of the Commission. Any statements contained herein concerning the provisions of any document filed as an exhibit to the Registration Statement or otherwise filed with the Commission are not necessarily complete, and in each instance reference is made to the copy of such document so filed. Each such statement shall be qualified in its entirety by such reference. INFORMATION INCORPORATED BY REFERENCE The Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 1993, as amended on Form 10-K/A filed March 28, 1994, filed with the Commission pursuant to the Exchange Act (Commission File No. 1-4300), is incorporated herein by reference. All documents which the Company files pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering described herein shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated by reference, or deemed to be incorporated by reference, shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed incorporated document or in any accompanying prospectus supplement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon written or oral request, a copy of any or all documents described above (other than exhibits thereto, unless such exhibits are specifically incorporated by reference into the documents that this Prospectus incorporates). Requests should be addressed to Apache Corporation, One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400, Attention: Corporate Secretary (telephone 713-296-6000). 2 4 THE COMPANY Apache is an independent energy company that explores for, develops, produces, gathers, processes and markets natural gas and crude oil. Domestically, Apache's exploration and production interests are spread over 18 states, focusing on the Gulf of Mexico, the Anadarko Basin of Oklahoma, the Permian Basin of west Texas and New Mexico, the Gulf Coast, and the Rocky Mountain region. Internationally, the Company has production interests in Australia and is currently focusing its exploration efforts offshore Western Australia and along the Pacific Rim. The Company's estimated proved reserves at December 31, 1993, were 231 million barrels of oil equivalents of which 61 percent were natural gas. The Company is a Delaware corporation with its principal executive offices at One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400. The Company's telephone number is (713) 296-6000. 3 5 DIVIDEND REINVESTMENT PLAN ------------------------------------------------------------------------ 2000 POST OAK BOULEVARD, SUITE 100/HOUSTON, TX 77056-4400 (713) 296-6000 (Logo) Dear Fellow Stockholder: The Dividend Reinvestment Plan is open to all holders of record of Apache Corporation common stock and provides a convenient method of purchasing additional shares of Apache common stock and to increase your equity participation in Apache. Participation is entirely voluntary. Subject to certain limitations, you may enroll in or withdraw from the Plan whenever you wish. If you elect to participate, please be sure to read carefully the terms and conditions of the Plan contained in this prospectus. To enroll, please sign, date and mail the enclosed authorization card. If you are currently enrolled, your participation in the Plan will continue without any further action on your part. Apache Corporation is pleased to provide this Plan to reinvest your cash dividends and/or additional cash investments in additional shares of Apache common stock. Very truly yours, /s/ Raymond Plank Raymond Plank Chairman of the Board and Chief Executive Officer 4 6 1. HOW CAN I BENEFIT FROM PARTICIPATION IN THE PLAN? The Dividend Reinvestment Plan offers a way to systematically use all or part of your cash dividends to purchase additional shares of the common stock of Apache Corporation ("Apache shares"). Systematic investment provides long-term benefits of dollar cost averaging of your stock purchases, even if the reinvested money is a relatively small amount. The investment is made automatically on your behalf. Apache pays the costs of administering the Plan, as well as brokerage fees and service charges on purchases of Apache shares. You may also elect to contribute additional funds for investment in Apache shares at any time. Since dividends will be paid on the Apache shares acquired under the Plan, you will have full earning power on your investment without delay. In effect, the Plan enables you to compound your dividends quarterly. 2. HOW DOES THE PLAN WORK? Once you have enrolled in the Plan, Norwest Bank Minnesota, N.A., the Plan Agent, does all the work. The Plan Agent automatically uses your dividend to purchase additional Apache shares and then provides you with a complete, up-to-date record after each transaction. Should the amount of your dividend be less than the price of a single Apache share, the Plan Agent will credit your account with that portion of an Apache share (computed to three decimal places) purchased with your dividend. 3. HOW CAN I MAKE ADDITIONAL CASH INVESTMENTS? Once you have joined the Plan, you may make voluntary additional cash investments of not less than $50 each, or more than an aggregate of $5,000 in any calendar quarter. The Plan Agent will use such additional cash investments to purchase additional Apache shares for you on the established investment date (usually the last business day of each month). You pay no service charges or brokerage fees on purchases of Apache shares. A transmittal form for mailing additional cash investments will be included with each statement of account which you receive from the Plan Agent. No interest will be earned on additional cash investments. 4. WHAT IS THE SOURCE OF THE APACHE SHARES PURCHASED UNDER THE PLAN? Apache shares purchased for you under the Plan come from (i) authorized but previously unissued shares of the common stock of Apache ("newly issued shares"), or from (ii) Apache shares purchased by the Plan Agent in the "open market" (on any securities exchange where Apache shares are traded, in the over-the-counter market, or in negotiated transactions). 5. WHAT IS THE PRICE OF APACHE SHARES PURCHASED UNDER THE PLAN? The price to you of newly issued shares purchased from Apache by the Plan Agent will be 100 percent of the Average Market Price for Reinvested Dividends and 100 percent of the Market Price for Additional Cash Investments. The price to you of Apache shares purchased in the open market will be the weighted average of all Apache shares purchased by the Plan Agent with the reinvested funds from a single cash dividend paid by Apache, together with any funds from additional cash investments being concurrently invested. The "Average Market Price for Reinvested Dividends" is the unweighted average of the per share closing market prices for Apache common stock, as reported on The New York Stock Exchange, Inc. Composite 5 7 Transactions Reporting System (the "Composite Tape"), for five consecutive trading days up to and including the cash dividend payment date. The "Market Price for Additional Cash Investments" is the per share closing market price for Apache common stock, as reported on the Composite Tape, for the established investment date (usually the last business day of each month). 6. HOW DO I ENROLL? As long as you are a stockholder of record, you may participate in the Plan with all or any number of your Apache shares. Beneficial owners, whose Apache shares are held for them in "street" name by brokers, bank nominees or trustees, should have the Apache shares transferred into their own names or into a separate account which may then participate. To enroll, complete an authorization card and send it to the Plan Agent at the address set forth below. 7. HOW WILL I BE KEPT INFORMED? After your first dividend reinvestment and each subsequent transaction, the Plan Agent will send you a detailed statement of your account. Please address all questions and other communications regarding the Plan to the Plan Agent at the following address: Norwest Bank Minnesota, N.A. Dividend Reinvestment Department P. O. Box 738 South St. Paul, MN 55075-0738 1-800-468-9716 8. HOW CAN I WITHDRAW FROM THE PLAN? You may terminate your participation in the Plan at any time by sending a written notice to the Plan Agent who, upon receipt of such notice, will cause the Apache shares held in your Plan account to be issued to you. Or, if you so desire, the Plan Agent will sell your Apache shares and fractional interests, if any, held in the Plan. In such event, the net proceeds of such sale, after payment of brokerage fees, transfer taxes, and a nominal withdrawal fee, will be forwarded to you. THE FOREGOING CONSTITUTES ONLY A SUMMARY OF THE PLAN. THE TERMS AND CONDITIONS OF THE PLAN ARE SET FORTH IN THE FOLLOWING PAGES OF THIS PROSPECTUS, WHICH SHOULD BE READ CAREFULLY BEFORE COMPLETING AN AUTHORIZATION CARD. 6 8 APACHE CORPORATION DIVIDEND REINVESTMENT PLAN DESCRIPTION, TERMS AND CONDITIONS 1. ELIGIBLE PARTICIPANTS Holders of record of shares of common stock, par value $1.25 per share ("shares"), of Apache Corporation ("Apache") are entitled to participate in the dividend reinvestment plan (the "plan") of Apache. 2. PARTICIPATION Subject to the provisions of Section 3, any stockholder may elect to participate in the plan. Such participation may be made in respect to all or any portion of the shares held by a participating stockholder. Each stockholder who participates in the plan is referred to herein as a "participant." The shares designated by the participant for participation in the plan and the shares acquired under the plan on behalf of the participants are hereinafter referred to collectively as "participating shares." 3. ELIGIBILITY All stockholders are eligible to participate in the plan unless (a) Apache or Norwest Bank Minnesota, N.A., its successors or assigns (the "plan agent"), has reason to believe that such participation is not, at the time, permitted under the laws of the jurisdiction in which such stockholder resides or under the laws of the United States, or (b) the plan is amended, suspended or terminated as hereinafter provided. Beneficial owners of shares whose shares are held for them in registered names other than their own, such as in the names of brokers, bank nominees or trustees, should, if they wish to have such shares participate in the plan, either arrange for the holder of record of such shares to join the plan by submitting a special form prepared by Apache for this purpose (the "authorization card") to the plan agent or have such shares transferred into their own names or into a separate account which may then participate. Institutional and nominee accounts are eligible to participate in the plan provided that all shares in a single account held of record by the institutional or nominee holder of record are included in the plan. An authorization card will not be accepted from or on behalf of any stockholder who Apache or the plan agent has reason to believe is not eligible to participate in the plan. 4. ENROLLMENT A stockholder who wishes to continue receiving cash dividends on his shares by check is not required to complete or file any documents or take any action for that purpose. To participate under the plan, a stockholder must complete, sign and return an authorization card to the plan agent. Once a stockholder has enrolled in the plan, his participation continues in respect of his participating shares until terminated by such stockholder or by Apache in accordance with the terms of the plan. Stockholders who intend to enroll all of their shares in the plan and who have received more than one authorization card as a result of such shares being registered in different names or addresses must return all such authorization cards. Stockholders may consolidate their accounts by so advising the plan agent of their intent in writing and completing the requirements (if any) outlined by the plan agent. By completing an authorization card, a participant authorizes and directs Apache to pay any and all cash dividends declared and paid by Apache on all participating shares (the "reinvested funds") of such participant to the plan agent. 7 9 Except as otherwise indicated in this Section 4, a stockholder shall become a participant in the plan effective as of the date the enrollment card is received by the plan agent. A stockholder who wishes to participate in the plan with respect to a particular cash dividend must have delivered an authorization card to the plan agent on or before the corresponding dividend record date. If the plan agent receives an authorization card from a stockholder after a particular dividend record date, the cash dividend payable to such stockholder will be paid in the manner specified by Apache for stockholders not participating in the plan, and participation in the plan will commence with the following dividend record date. Since 1965, Apache has paid cash dividends and expects to continue to pay cash dividends. Historically, cash dividends have been paid on the last business day of January, April, July and October; however, no assurance can be given that such cash dividends will be paid or, if paid, as to the amount thereof. The record dates of such dividends are generally set approximately 30 days prior to the dividend payment date. Participants will not generally become record stockholders of shares purchased on their behalf pursuant to the plan, and will not become entitled to receive cash dividends thereon until the dividend record date following the date of the purchase of such shares. 5. APPLICATION OF CASH DIVIDENDS RECEIVED BY PLAN AGENT The plan agent shall establish a separate individual account for each participant. All reinvested funds received by the plan agent shall be credited to the individual account of each participant in the amount to which each such participant is entitled. Such reinvested funds will be invested in the purchase of additional shares for the accounts of the participants by the plan agent as soon as practicable after the monthly established investment date. 6. ADDITIONAL CASH INVESTMENTS A participant may also make voluntary additional cash investments in the plan of not less than $50 or more than $5,000 per calendar quarter; however, additional cash investments may only be made by participants in the plan. Each additional cash investment by a participant shall be sent to the plan agent and shall be accompanied by the transmittal form for mailing additional cash investments that will be included in each statement of account furnished to participants as set forth in Section 12. No interest will be paid on any cash investment between the date of receipt by the plan agent and the date of investment in additional shares. The plan agent will invest such additional cash on the monthly established investment date. Any additional cash investment will be returned by mail to the participant who sent the investment, to the address shown on the plan agent's records, if written notice requesting such return is received by the plan agent at least two business days prior to the monthly established investment date on which the purchase of additional shares would be made with such investment. 7. PURCHASE OF SHARES BY THE PLAN AGENT Purchase of shares for the accounts of the participants shall be made solely by and through the plan agent. The plan agent may make such purchases (a) from authorized but previously unissued shares of the common stock of Apache (the "newly issued shares"), or (b) on any securities exchange to which the shares are admitted to trading, in the over-the-counter market or in negotiated transactions (collectively, the "open market") and on such terms as to price, delivery and otherwise as the plan agent may, in its sole and absolute discretion, determine. In addition, the plan agent may make purchases (and sales) in offsetting transactions as set forth in Section 13. The plan agent will make its purchases monthly on the established investment date. 8 10 8. TEMPORARY CURTAILMENT OF PURCHASES OR SALES Temporary curtailment or suspension of purchases or sales of shares may be made at any time when such purchases or sales would, in the judgment of the plan agent, contravene or be restricted by applicable regulations, interpretations or orders of the Securities and Exchange Commission, or any other governmental commission, agency or instrumentality, of any court or securities exchange or of the National Association of Securities Dealers, Inc. The plan agent shall not be accountable or otherwise liable for failure to make purchases or sales at such times. 9. PRICE OF SHARES TO PARTICIPANTS The price per share at which the plan agent shall be deemed to have purchased shares for a participant's account shall be as follows: (a) for newly issued shares purchased from Apache, 100 percent of the Average Market Price for Reinvested Dividends (as defined below) and 100 percent of the Market Price for Additional Cash Investments (as defined below), or (b) for shares purchased in the open market, the weighted average of all shares purchased with the reinvested funds from a single cash dividend paid by Apache, together with any funds from additional cash investments being concurrently invested. The price per share for newly issued shares purchased from Apache shall not be less than the par value of $1.25 per share. The "Average Market Price for Reinvested Dividends" shall be the unweighted average of the per share closing market prices for Apache common stock, as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System (the "Composite Tape"), for five consecutive trading days up to and including the cash dividend payment date. The "Market Price for Additional Cash Investments" shall be the per share closing market price for Apache common stock, as reported on the Composite Tape, for the monthly established investment date. 10. DELIVERY AND CUSTODY OF SHARES Shares purchased under the plan shall not initially be issued to participants but shall be registered in the name of and held by the plan agent or its nominee. The separate account of each participant whose funds were used to purchase shares shall be credited with that participant's pro-rata portion of all shares purchased pursuant to the plan. The shares purchased under the plan for each participant shall be shown on his statement of account as provided in Section 12. No certificates representing such shares will be issued to a participant unless such participant so requests in writing to the plan agent or until the participant's account is terminated as described in Section 14. No certificates for fractional shares will be issued upon termination of a participant's account. For any fractional share held in a terminating participant's account, a check will be issued to the participant for the current market value of the fractional share (less the withdrawal fee) as described in Section 14. Neither Apache, nor the plan agent shall have any responsibility for any change in the value of the shares purchased and held in the plan for any participant's account. 9 11 11. ISSUANCE OF SHARES A participant may, without terminating his participation in the plan, upon written request to the plan agent, have any number of the whole shares, which have been purchased and held for such participant's account under the plan, registered in such participant's name and delivered to such participant. Such shares will continue to be treated as participating shares for purposes of dividend reinvestment under the plan unless a written request delivered to the plan agent specifies otherwise. Such requests must be mailed or delivered to the plan agent at the address set forth in Section 22. Except as hereinafter expressly provided, shares purchased through the plan will be issued to a participant within seven days following receipt by the plan agent of such participant's written request. Any remaining participating shares will continue to be held for the participant's account under the plan, and the participant will remain enrolled in the plan. Accounts under the plan will be maintained in the names in which the participant's shares were registered at the time the stockholder enrolled in the plan. As a result, shares will be similarly registered when issued to participants under this section. Shares held by the plan agent under the plan may not be pledged, sold or otherwise disposed of by a participant. A participant who wishes to pledge, sell or otherwise dispose of such shares must request that the shares be issued to him under this section or terminate participation in the plan under Section 14 with respect to such shares. 12. STATEMENTS OF ACCOUNT The plan agent will maintain a separate individual account for each participant. A statement of account will be mailed to each participant by the plan agent as soon as practicable after purchase or sale of shares. A similar statement will be furnished to participants after any withdrawal of accumulated shares or termination of participation in the plan. Each such statement will indicate, among other things, (a) the amount of cash dividends and/or voluntary additional cash investments received by the plan agent and applied to the purchase of shares for the participant's account, (b) the price per share of such shares purchased for the participant's account, (c) the number of shares purchased or sold by the plan agent for the participant's account, and (d) as of the date following the dividend payment date or the monthly established investment date, the total number of shares held for the account of the participant in the plan. 13. SALE OF SHARES ON BEHALF OF PARTICIPANT A participant may, if desired, request in writing that any number of whole shares credited to the participant's account be sold by the plan agent. The plan agent shall have the right to require that the participant's signature on such request be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guaranty medallion program). When a request to sell whole shares for a participant's account has been received, such shares will be sold by the plan agent, and the participant will receive a check for the proceeds of the sale, less any brokerage fees and commissions, the applicable withdrawal fee and any transfer taxes. Sales may be made on any securities exchange on which the shares are traded or listed for trading, in the over-the-counter market or in negotiated transactions and on such terms as to price, delivery and otherwise as the plan agent may, in its sole and absolute discretion, determine. Any such sale shall be made within five business days following the receipt of the participant's written request to sell such shares, unless sale is curtailed or suspended in accordance with Section 8. Such request can apply only to authorization for sale and not as to the price, terms or timing of such sale. 10 12 14. TERMINATION OF PARTICIPATION Participation in the plan may be terminated by a participant in respect of all or any portion of the participating shares by written notice to the plan agent at the address specified in Section 22. All cash dividends relating to a dividend record date subsequent to the termination of the participant's account shall be paid directly to the stockholder by check or in such other manner as may be specified by Apache for stockholders not participating in the plan. Notices received between a dividend record date and the corresponding dividend payment date will become effective after the shares purchased with the reinvested funds have been credited to the account. Upon termination of a participant's account, the terminating participant will receive the number of whole shares credited to the participant's account unless the participant's termination notice instructs the plan agent that all of such shares be sold. If a request to sell whole shares for a terminating participant's account meeting the requirements of Section 13 has been timely received, such shares will be sold by the plan agent and the net proceeds of such sale, after payment of brokerage fees and commissions, the applicable withdrawal fee and any transfer taxes, shall be remitted by the plan agent to the terminating participant as provided in Section 13. In every case of termination of a participant's account, the terminating participant will receive in payment for any fractional share credited to the participant's account an amount of cash based on the current market value of the shares. Such payment for any fractional share will be made concurrently with the delivery of any whole shares or any net proceeds from the sale of whole shares. Any whole shares will be registered in the name in which the terminating participant's original participating shares are registered. 15. VOTING BY PARTICIPANTS The plan agent will vote all shares held in the participant's account in the same way in which participant votes shares of Apache common stock standing of record in the participant's name by the regular proxy returned by the participant to Apache or its agent, or, if the plan agent sends to the participant a separate or combined proxy covering the shares credited to participant's dividend reinvestment account, then such shares will be voted as designated in such separate or combined proxy. In the event the participant does not direct the voting of his shares by either such regular, separate or combined proxy, the shares credited to the participant's dividend reinvestment account will not be voted. 16. RIGHTS, OFFERINGS, SHARES SPLITS AND SHARE DIVIDENDS In the event that Apache makes available to its stockholders rights to subscribe for additional shares or other securities, the rights attributable to those shares held by the plan agent pursuant to the plan shall be delivered to the plan agent for sale through the plan agent. The proceeds received by the plan agent from the sale of such rights shall be applied to the acquisition of additional shares for the account of each of the participants. Any participant who wishes to receive directly any such rights may do so by sending to the plan agent, at least two weeks prior to the rights offering record date, a written request that certificates in his name for such rights be sent directly to him. Any shares distributed as a result of a dividend of shares on, or a split of shares of, shares held by and in the name of the plan agent for the accounts of participants under the plan will be retained by the plan agent and credited proportionally to the accounts of all participants in the plan. Receipts for shares issued as a result of a dividend of shares on, or a split of shares of, shares registered in the name of a participant will be mailed directly to such participant in the same manner as to stockholders not participating in the plan. 11 13 17. RESPONSIBILITIES OF APACHE AND THE PLAN AGENT Neither Apache, nor the plan agent shall be liable for any act done in good faith or for any good faith omission to act, including without limitation, any claim of liability (a) arising out of any failure to terminate a participant's account upon such participant's death, incapacity or dissolution prior to the receipt by the plan agent of written notice of such death, incapacity or dissolution, (b) with respect to the price(s) at which shares are purchased or sold for a participant's account, (c) concerning the time(s) when such purchase(s) or sale(s) are made, and (d) with respect to the value of shares purchased and held under the plan for the participant's account. 18. BROKERAGE FEES, COMMISSIONS, COSTS OF ADMINISTRATION Each participant's pro-rata share of all brokerage fees and commissions incurred in connection with the purchase in the open market of shares under the plan will be paid by Apache. All costs of administering the plan shall be paid by Apache. 19. TAX RESPONSIBILITY Each participant will be responsible for any taxes which may be payable on dividends reinvested under the plan. Additionally, under current tax regulations, the participant's pro-rata portion of the brokerage fees and commissions paid by Apache to purchase shares in the open market, and certain expenses paid to administer the plan generally, will be considered taxable income to the participant. The proper statements for tax reporting purposes will be provided annually to each participant. 20. RISKS OF MARKET PRICE FLUCTUATIONS A participant's investment in shares purchased under the plan is recognized as being no different from any investment in shares directly held. Accordingly, neither Apache nor the plan agent can assure a profit or protect participants against a loss on shares purchased under the plan and each participant shall bear the risk of loss and enjoy the benefits of any gain from market price changes with respect to shares purchased under the plan. 21. AMENDMENT, MODIFICATION, SUSPENSION, TERMINATION AND INTERPRETATION OF THE PLAN Apache reserves the right to amend, modify, suspend or terminate the plan or participation therein, in whole or in part, or in regard to any or all participants, at any time, provided such action has no retroactive effect that would prejudice the interest of participants. All participants will be sent written notice of any such amendment, modification, suspension or termination. If the plan or participation therein is terminated in whole or in part by Apache, the whole shares credited to the account of each affected participant, and a cash payment for any fractional shares, will be distributed to such participant. The cash payment for any fractional share shall be calculated on the basis of current market value as determined pursuant to Section 13. In the event of suspension of the plan by Apache, dividends payable on participating shares after the effective date of suspension will be paid to the participants by check or in such other manner as may be specified by Apache. Apache and the plan agent also reserve the right to interpret the terms and conditions of the plan. 12 14 22. NOTICES All communications with or notices required to be given to the plan agent should be addressed to: IF MAILED: Norwest Bank Minnesota, N.A. Dividend Reinvestment Department P. O. Box 738 South St. Paul, MN 55075-0738 IF DELIVERED: Norwest Bank Minnesota, N.A. Stock Transfer Department 161 North Concord Exchange 2nd Floor South St. Paul, MN 55075 Additional authorization cards may be requested and inquiries made about the plan by writing to the mailing address shown above or by calling the plan agent at (612) 450-4064 or 1-800-468-9716. All communications with or notices required to be given to a participant will be sent to the participant at the most recent address appearing on the list of stockholders maintained by the transfer agent of Apache or at a more recent address as furnished in writing by the participant to the plan agent in the manner specified above. In the event of any change in or substitution of the plan agent, a notice of the new plan agent's address and telephone number shall be sent to all participants and this Section 22 shall be amended accordingly. 23. GOVERNING LAW The terms and conditions of the plan and its operation shall be governed by the laws of the State of Texas. 24. NO TERMINATION BY OPERATION OF LAW The delivery by a participant of a signed authorization card to the plan agent shall constitute an irrevocable appointment of the plan agent as such participant's agent, which appointment can be terminated by terminating such participant's account in the manner provided in Section 14. The authority conferred by the authorization card shall not be terminated by operation of law, whether by the death or incapacity of the participant, the termination of any trust, the dissolution of any corporation or the occurrence of any other event. 25. GENDER AND NUMBER Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. 26. EFFECTIVE DATE The effective date of the plan is as of May 1, 1994. 13 15 USE OF PROCEEDS The Company intends to use the proceeds of the sale of any newly issued shares of Common Stock under the Plan for general corporate purposes. Since the price of the shares of Common Stock offered under the Plan is based on future market prices, the Company is unable to make an advance determination of the price at which shares of Common Stock will be sold to Participants or the proceeds of such sales. DESCRIPTION OF CAPITAL STOCK The Company's authorized capital stock consists of 5,000,000 shares of preferred stock and 215,000,000 shares of Common Stock. COMMON STOCK All outstanding shares of Common Stock are fully paid and nonassessable. All holders of 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 the stockholders. The Board of Directors of the Company is classified into three groups of 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. 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 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. The Company's current policy is to reserve one share of Common Stock for each share issued in order to provide for possible exercises of rights under the Company's existing Rights Agreement. The Common Stock and the rights under the Company's existing Rights Agreement are listed on the NYSE and the CSE although the Shares are not yet admitted for trading on either exchange. An application has been made to list the Shares on the NYSE and the CSE. RIGHTS On January 10, 1986, the Board of Directors declared a dividend of one right to purchase one share of Common Stock at $50 per share (subject to adjustment) on each outstanding share of Common Stock (the "Rights"). The Rights are exercisable only after a person (other than the Company or its employee benefit plans), together with all persons acting in concert with it, has acquired 20 percent or more of Common Stock, or has commenced a tender offer for 30 percent or more of Common Stock. If the Company engages in certain business combinations or a 20 percent stockholder engages in certain transactions with the Company, the Rights become exercisable for Common Stock of the Company or common stock of the corporation acquiring the Company (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 Common Stock and who engages in certain transactions or realizes the benefits of certain transactions with the Company will become void. The Company may redeem the Rights at a specified price at any time until ten business days after public announcement that a person has acquired 20 percent or more of the outstanding shares of Common Stock. The Rights will expire on January 31, 1996, unless earlier redeemed by the Company. Unless the Rights have been previously redeemed, all shares of Common Stock issued by the Company will include Rights, including the Common Stock offered hereby. 14 16 PREFERRED STOCK No preferred stock is outstanding. Shares of preferred stock may be 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, as may be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. The Company has no current plans to issue any preferred stock. CHANGE OF CONTROL The Company's Restated Certificate of Incorporation includes provisions designed to prevent the use of certain tactics in connection with a potential takeover of the Company. Article Twelve of the Restated Certificate of Incorporation generally stipulates that the affirmative vote of 80 percent of the Company's voting shares is required to adopt any agreement for the merger or consolidation of the Company with or into any other corporation which is the beneficial owner of more than five percent of the Company's voting shares. Article Twelve further provides that such an 80 percent approval is necessary to authorize any sale or lease of assets between the Company and any beneficial holder of five percent or more of the Company's voting shares. Article Fourteen of the Restated Certificate of Incorporation contains a "fair price" provision which requires that any tender offer made by a beneficial owner of more than five percent of the outstanding voting stock of the Company in connection with any plan of merger, consolidation or reorganization, any sale or lease of substantially all of the Company's assets, or any issuance of equity securities of the Company to the five percent stockholder must provide at least as favorable terms to each holder of Common Stock other than the stockholder making the tender offer. Article Fifteen of the Restated Certificate of Incorporation contains an "anti-greenmail" mechanism which prohibits the Company from acquiring any voting stock from the beneficial owner of more than five percent of the outstanding voting stock of the Company, except for acquisitions pursuant to a tender offer to all holders of voting stock on the same price, terms, and conditions, acquisitions in compliance with Rule 10b-18 of the Exchange Act, and acquisitions at a price not exceeding the market value per share. Article Sixteen of the Restated Certificate of Incorporation prohibits the stockholders of the Company from acting by written consent in lieu of a meeting. LEGAL MATTERS Certain legal matters regarding the validity of the shares of Common Stock offered hereby will be passed upon by the Company's Vice President and General Counsel, Zurab S. Kobiashvili, Esq. EXPERTS The consolidated financial statements and schedules included in the Company's Form 10-K incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen & Co., independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. 15 17 =================================================== No dealer, salesman or other person has been authorized to give any information or to make any representations not contained in, or incorporated by reference in, this Prospectus in connection with the offering covered by this Prospectus. If given or made, such information or representations must not be relied upon as having been authorized. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the securities described in this Prospectus or an offer to sell or the solicitation of an offer to buy the Common Stock in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create an implication that there has not been any change in the facts set forth in this Prospectus or in the affairs of the Company since the date hereof. --------------- TABLE OF CONTENTS Page Available Information . . . . . . . . . . . . . 2 Information Incorporated by Reference . . . . . . . . . . . . . . . . . . 2 The Company . . . . . . . . . . . . . . . . . . 3 Dividend Reinvestment Plan . . . . . . . . . . 4 Use of Proceeds . . . . . . . . . . . . . . . . 14 Description of Capital Stock . . . . . . . . . 14 Legal Matters . . . . . . . . . . . . . . . . . 15 Experts . . . . . . . . . . . . . . . . . . . . 15 =================================================== =================================================== 150,000 SHARES COMMON STOCK ($1.25 Par Value) --------------- (Logo) DIVIDEND REINVESTMENT PLAN --------------- April 13, 1994 ================================================== 18 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Registration fee . . . . . . . . . . . . . . $1,222 Stock exchange listing fees . . . . . . . . 2,500 Legal fees and expenses . . . . . . . . . . 3,000 Accounting fees and expenses . . . . . . . . 2,000 Miscellaneous fees and expenses . . . . . . 528 ------ Total . . . . . . . . . . . . . . . . . . . $9,250 ====== ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law, 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 such person is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as 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 him in connection with such suit or proceeding if he 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 for such persons against expenses (including attorneys' fees) actually and reasonably incurred in defense or settlement of any such pending, completed or threatened action or suit by or in the right of the corporation 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) such person shall not have been adjudged liable to the corporation. Any such 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 such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him. The Company maintains policies insuring its and its subsidiaries' officers and directors against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933. Article VII of the Company's bylaws provides, in substance, that directors, officers, employees and agents of the Company shall be indemnified to the extent permitted by Section 145 of the Delaware General Corporation Law. Additionally, Article Seventeen of the Company's Restated Certificate of Incorporation eliminates in certain circumstances the monetary liability of directors of the Company for a breach of their fiduciary duty as directors. These provisions do not eliminate the liability of a director (i) for a breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions by the 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 Delaware General Corporation Law (relating to the declaration of dividends and purchase or redemption of shares in violation of the Delaware General Corporation Law); and (v) for transactions from which the director derived an improper personal benefit. II-1 19 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits 4.1 Form of common stock certificate (incorporated by reference to Apache's Registration Statement on Form S- 3, No. 33-5097, filed on April 23, 1986). 4.2 Rights Agreement dated as of January 10, 1986 between the Company and First Trust Company, Inc., rights agent, relating to the declaration of Rights to the Company's common stockholders of record on January 24, 1986 (incorporated by reference to Exhibit 4.9 to Apache's Annual Report on Form 10-K, Commission File No. 1-4300, for the fiscal year ended December 31, 1985). *5.1 Opinion of legal counsel regarding legality of securities being registered. *23.1 Consent of Arthur Andersen & Co. 23.2 Consent of legal counsel included in Exhibit 5.1. *23.3 Consent of Ryder Scott Company Petroleum Engineers. *23.4 Consent of Intera Information Technologies Inc. 24.1 Power of Attorney included in Part II of the Registration Statement. 99.1 Apache Corporation Dividend Reinvestment Plan (included as a part of this registration statement). *99.2 Dividend Reinvestment Plan authorization card. _____________________ *Filed herewith. II-2 20 ITEM 17. 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 registration statement is on Form S-3 or Form S-8, and 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. (b) The undersigned registrant hereby undertakes 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 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. (c) 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, 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-3 21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-3 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: April 13, 1994 By: /s/ Raymond Plank Raymond Plank, Chairman and Chief Executive Officer POWER OF ATTORNEY The officers and directors of Apache Corporation, whose signatures appear below, hereby constitute and appoint William J. Johnson, Mark A. Jackson and Clyde E. McKenzie, and each of them (with full power to each of them to act alone), the true and lawful attorney-in-fact to sign and execute, on behalf of the undersigned, any amendment(s) to this registration statement and each of the undersigned does hereby ratify and confirm all that said attorneys shall do or cause to be done by virtue thereof. 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 - - -------------------------------- Raymond Plank Officer (Principal Executive Officer) April 13, 1994 /s/ Mark A. Jackson Vice President and Controller - - -------------------------------- Mark A. Jackson (Principal Accounting Officer) April 13, 1994
* Apache Corporation does not have a Principal Financial Officer. 22
SIGNATURE TITLE DATE - - --------- ----- ---- /s/ Frederick M. Bohen Director - - ------------------------------- Frederick M. Bohen April 13, 1994 /s/ Virgil B. Day Director - - ---------------------------------- Virgil B. Day April 13, 1994 /s/ Randolph M. Ferlic Director - - -------------------------------- Randolph M. Ferlic April 13, 1994 /s/ Eugene C. Fiedorek Director - - -------------------------------- Eugene C. Fiedorek April 13, 1994 /s/ W. Brooks Fields Director - - --------------------------------- W. Brooks Fields April 13, 1994 /s/ Robert V. Gisselbeck Director - - -------------------------------- Robert V. Gisselbeck April 13, 1994 /s/ Stanley K. Hathaway Director - - ------------------------------- Stanley K. Hathaway April 13, 1994 /s/ William J. Johnson Director - - --------------------------------- William J. Johnson April 13, 1994 /s/ John A. Kocur Director - - --------------------------------- John A. Kocur April 13, 1994 /s/ Jay A. Precourt Director - - ---------------------------------- Jay A. Precourt April 13, 1994 /s/ Joseph A. Rice Director - - ---------------------------------- Joseph A. Rice April 13, 1994
23 INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT 4.1 Form of common stock certificate (incorporated by reference to Apache's Registration Statement on Form S-3, No. 33- 5097, filed on April 23, 1986). 4.2 Rights Agreement dated as of January 10, 1986 between the Company and First Trust Company, Inc., rights agent, relating to the declaration of Rights to the Company's common stockholders of record on January 24, 1986 (incorporated by reference to Exhibit 4.9 to Apache's Annual Report on Form 10-K, Commission File No. 1-4300, for the fiscal year ended December 31, 1985). *5.1 Opinion of legal counsel regarding legality of securities being registered. *23.1 Consent of Arthur Andersen & Co. 23.2 Consent of legal counsel included in Exhibit 5.1. *23.3 Consent of Ryder Scott Company Petroleum Engineers. *23.4 Consent of Intera Information Technologies Inc. 24.1 Power of Attorney included in Part II of the Registration Statement. 99.1 Apache Corporation Dividend Reinvestment Plan (included as a part of this registration statement). *99.2 Dividend Reinvestment Plan authorization card. EX-5.1 2 OPINION OF LEGAL COUNSEL 1 EXHIBIT 5.1 - - -------------------------------------------------------------------------------- APACHE CORPORATION 2000 POST OAK BOULEVARD/SUITE 100/HOUSTON, TEXAS 77056-4400 - - -------------------------------------------------------------------------------- ZURAB S. KOBIASHVILI (713) 296-6000 Vice President and General Counsel (713/296-6204) Fax (713) 296-6458 April 12 1994 Apache Corporation 2000 Post Oak Boulevard Suite 100 Houston, TX 77056-4400 Gentlemen: I am rendering this opinion in my capacity as a Vice President and the General Counsel of Apache Corporation, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") filed on or about this date by the Company under the Securities Act of 1933, as amended, and relating to 150,000 shares of the Company's common stock, $1.25 par value (the "Common Stock"), to be offered under the Company's Dividend Reinvestment Plan (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 150,000 shares of 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 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/ ZURAB S. KOBIASHVILI EX-23.1 3 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 8, 1994 included in Apache Corporation's Form 10-K for the year ended December 31, 1993 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN & CO. Houston, Texas April 12, 1994 EX-23.3 4 CONSENT OF RYDER SCOTT PETROLEUM ENGINEERS 1 EXHIBIT 23.3 RYDER SCOTT COMPANY PETROLEUM ENGINEERS FAX (713) 651-0849 1100 MILAM BUILDING SUITE 3200 HOUSTON, TEXAS 77002 TELEPHONE (713) 651-9191 CONSENT OF PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the incorporation by reference into Apache Corporation's registration statement on Form S-3 of the information from our reports included or incorporated by reference in Apache's Annual Report on Form 10-K for the fiscal year ending December 31, 1993. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas April 11, 1994 EX-23.4 5 CONSENT OF INTERA INFORMATION TECHNOLOGIES 1 EXHIBIT 23.4 [INTERA INFORMATION TECHNOLOGIES INC. Letterhead] April 13, 1994 CONSENT OF PETROLEUM ENGINEERS As independent petroleum engineers, we hereby consent to the incorporation by reference into Apache Corporation's registration statement on Form S-3 of the information from our reports included or incorporated by reference in Apache's Annual Report on Form 10-K for the fiscal year ending December 31, 1993. Intera Petroleum Division Omer M. Gurpinar Vice President, Reservoir Simulation & Software EX-99.2 6 DIVIDEND REINVESTMENT PLAN AUTHORIZATION CARD 1 EXHIBIT 99.2 AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT SERVICE I authorize Apache Corporation to pay Norwest Bank Minnesota, N.A. for my account all cash dividends payable to me on Apache common stock registered in my name. I hereby appoint Norwest Bank Minnesota, N.A. as my agent, subject to the terms and conditions of authorization for automatic dividend reinvestment service set forth in this brochure, and authorize Norwest Bank Minnesota, N.A. as purchasing agent, to apply all such cash dividends and voluntary cash payments received by it to the purchase of full and fractional shares of Apache Corporation. This authorization and appointment is given with the understanding that I may terminate it at any time by so notifying Norwest Bank Minnesota, N.A. in writing. (Please check one) ( ) Reinvest the cash dividends on all Apache Corporation shares I hold. ( ) Reinvest the cash dividends on ________________ (number) of the Apache Corporation shares I hold. SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER MUST BE ENTERED. Shareholder Names (Please Print) ____________________________________________ IMPORTANT - ALL REGISTERED OWNERS MUST SIGN ____________________________________________ THIS IS NOT A PROXY Shareholder Signature ____________________________________________ Shareholder Signature ____________________________________________ Date -----END PRIVACY-ENHANCED MESSAGE-----