-----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, ZscQ7rm4v11aulBEykftl+HxL17MLNe2BxO6SIVOz71oyGW/iJubjYcX87Zo+AXO mv2vZjT0hGzeFjwWh745ww== 0000950129-94-000285.txt : 19940414 0000950129-94-000285.hdr.sgml : 19940414 ACCESSION NUMBER: 0000950129-94-000285 CONFORMED SUBMISSION TYPE: S-3 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-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53131 FILM NUMBER: 94522617 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 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 CENTRAL ZURAB 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: As soon as practicable 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. ( ) 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 240,000 shares $23.625 $5,670,000 $1,955 value $1.25 per share, and Associated Rights ==================================================================================================================
(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 for The New York Stock Exchange, Inc. Composite Transactions Reporting System on April 8, 1994. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 PROSPECTUS 240,000 SHARES APACHE CORPORATION COMMON STOCK ($1.25 PAR VALUE) The Ucross Foundation is offering hereby 240,000 shares ("Offered Shares") of the common stock, par value $1.25 per share (the "Common Stock"), of Apache Corporation ("Apache" or the "Company"). The Ucross Foundation is also referred to herein as the "Selling Stockholder." (See "Selling Stockholder.") The Company will not receive any proceeds from the sale of the Offered Shares. The sale and/or distribution of the Offered Shares by the Selling Stockholder may be effected from time-to-time through brokers, agents, dealers or underwriters in one or more transactions (which may involve crosses and principal trades, including block transactions), in special offerings, exchange distributions or secondary distributions, or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. To the extent required, the specific Offered Shares to be sold, name of the Selling Stockholder, purchase price, public offering price, the name of any such brokers, agents, dealers or underwriters, and any applicable commission or discount with respect to a particular offer will be set forth in an accompanying Prospectus Supplement. See "Plan of Distribution." The Common Stock is traded on The New York Stock Exchange ("NYSE") and the Chicago Stock Exchange ("CSE") under the symbol "APA." On April 11, 1994, the closing price of the Company's Common Stock as reported on The New York Stock Exchange, Inc. Composite Transactions Reporting System was $24.25 per share. Upon any sale of the Common Stock offered hereby, the Selling Stockholder and participating agents, brokers or dealers may be deemed to be underwriters as that term is defined in the Securities Act of 1933, as amended (the "Securities Act") and commissions or discounts or any profit realized on the resale of such securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. No underwriter is initially being utilized in connection with this offering. The Company will pay all expenses incurred in connection with this offering, which are estimated to be approximately $7,450. See "Plan of Distribution." -------------------- 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 ___, 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 Offered 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 may also be 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, 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 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 engaged in the exploration for, and development, production, gathering, processing and marketing of 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 Western Australia and is currently focusing its international 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 equivalent, of which 61 percent was 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. THE OFFERING The Selling Stockholder is offering hereby 240,000 shares of the Common Stock of Apache. See "Selling Stockholder." The Company will not receive any proceeds from the sale of the Offered Shares. USE OF PROCEEDS The Offered Shares are being offered solely for the account of the Selling Stockholder. The Company will not receive any proceeds from the sale of the Offered Shares. PLAN OF DISTRIBUTION The Offered Shares may be sold from time-to-time to purchasers directly by the Selling Stockholder. Alternatively, the Selling Stockholder may from time-to-time offer the Offered Shares through underwriters, brokers, dealers and agents, who may receive compensation in the form of underwriting discounts, concessions, or commissions from the Selling Stockholder and/or the purchasers of the Offered Shares for whom they may act as agent. The Selling Stockholder and any underwriter, dealer or agent that participate in the distribution of the Offered Shares may be deemed underwriters under the Securities Act, and any profit on the sale of the Offered Shares by them and any discounts, commissions or concessions received by any such underwriters, dealers or agents may be deemed to be underwriting discounts and commission under the Securities Act. At the time a particular offer of the Offered Shares is made, to the extent required, a Prospectus Supplement will be distributed which will set forth the number of shares of Common Stock being offered and the terms of the offering, including the name or names of any underwriters, brokers, dealers or agents, any discounts, commissions and other items constituting compensation from the Selling Stockholder and any discounts, commissions or concessions allowed or re-allowed or paid to dealers. The Offered Shares may be sold from time-to-time in one or more transactions at a fixed offering price, which may be changed, or at varying prices determined at the time of sale or at negotiated prices. The Company will pay all of the expenses incident to the offering and sale of the Offered Shares to the public other than the fees and expenses of the Selling Stockholder, and underwriting discounts and commissions. 3 5 SELLING STOCKHOLDER This prospectus covers 240,000 shares of Common Stock held by the Selling Stockholder. The Selling Stockholder is a public charitable foundation incorporated under the laws of the State of Wyoming. The Selling Stockholder received the Offered Shares on February 11, 1994, through charitable contributions from Apache relating to fiscal years 1993 and 1994. In connection with the contribution, Apache and the Selling Stockholder entered into a registration rights agreement which, among other things, obligated Apache to register the Offered Shares under the Securities Act and to pay all costs and expenses associated with the registration and the Selling Stockholder's subsequent disposition of the Offered Shares, other than underwriting discounts and commission. Immediately prior to this offering, the Selling Stockholder owned 241,034 shares of Common Stock, and after the sale of the Offered Shares, the Selling Stockholder anticipates owning 1,304 shares of Common Stock. Except as otherwise set forth in this Prospectus, including documents included herein by reference, the Selling Stockholder has not, within the last three years had any position, office or other material relationship with the Company or any of its predecessors or affiliates. Apache made charitable contributions to Selling Stockholder totaling $120,000, $90,000, and $44,750 in each of 1991, 1992 and 1993, respectively. Additionally, the Ucross Foundation is the beneficiary of a trust which holds and operates Apache's Ucross Ranch operations in Ucross, Wyoming, in order to provide financial support and physical facilities for the Ucross Foundation's educational, conservational and historical purposes. Apache provides general administrative and corporate services for the trust without charge. Two of Apache's executive officers, including Apache's chairman and chief executive officer, serve as trustees of the trust. All proceeds from the trust's operations are donated to the Ucross Foundation in furtherance of its philanthropic purposes. The trust donated $10,000, $165,960, and $499,825 to the Ucross Foundation in 1991, 1992 and 1993, respectively. 4 6 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 shareholders. The Board of Directors of the Company is classified into three groups of equal size, one-third elected each year. Shareholders 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 Chicago Stock Exchange. The Offered Shares are admitted for trading on both exchanges. 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. 5 7 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 5 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 5 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 5 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 5 percent shareholder must provide at least as favorable terms to each holder of Common Stock other than the shareholder 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 5 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 Securities Exchange Act of 1934, 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. 6 8 =================================================== No person has been authorized to give any information or to make any representations other than those contained in this Prospectus and, 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 any offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof, or that the information contained herein is correct as of any time subsequent to its date. -------------------- TABLE OF CONTENTS Page ---- Available Information . . . . . . . . . . 2 Information Incorporated by Reference . . . . . . . . . . . . . . . . 2 The Company . . . . . . . . . . . . . . . . 3 The Offering . . . . . . . . . . . . . . . 3 Use of Proceeds . . . . . . . . . . . . . . 3 Plan of Distribution . . . . . . . . . . . 3 Selling Stockholder . . . . . . . . . . . . 4 Description of Capital Stock . . . . . . . 5 Legal Matters . . . . . . . . . . . . . . . 6 Experts . . . . . . . . . . . . . . . . . . 6 =================================================== =================================================== 240,000 SHARES COMMON STOCK ($1.25 Par Value) -------------------- APACHE CORPORATION -------------------- April ___, 1994 =================================================== 9 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Registration fee . . . . . . . . . . . . . . . . . . $1,955 Legal fees and expenses . . . . . . . . . . . . . . 3,000 Accounting fees and expenses . . . . . . . . . . . . 2,000 Miscellaneous fees and expenses . . . . . . . . . . 495 ------ Total . . . . . . . . . . . . . . . . . . . . . . . $7,450 ====== 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 shareholders 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 shareholders; (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 10 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits 4.1 Form of common stock certificate (incorporated by reference to Registrant's Registration Statement on Form S-3, Registration 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 Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Commission File No. 1-4300, filed on March 31, 1986). *4.3 Registration Rights Agreement between Registrant and The Ucross Foundation. *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. _______________________ *Filed herewith 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; II-2 11 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 12 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. 13
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
14 INDEX TO EXHIBITS EXHIBIT DESCRIPTION OF EXHIBIT - ------- ---------------------- 4.1 Form of common stock certificate (incorporated by reference to Registrant's Registration Statement on Form S-3, Registration 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 Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1985, Commission File No. 1-4300, filed on March 31, 1986). *4.3 Registration Rights Agreement between Registrant and The Ucross Foundation. *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. ___________________ *Filed herewith EX-4.3 2 REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 10, 1994 (this "Agreement") by and between APACHE CORPORATION, a Delaware corporation (the "Company"), and THE UCROSS FOUNDATION, a tax exempt, public foundation incorporated under the laws of the State of Wyoming (the "Stockholder"). RECITALS WHEREAS, the Company has made a charitable contribution to Stockholder of 240,000 shares of the Company common stock, $1.25 par value (the "Shares"); and WHEREAS, in furtherance of the charitable purpose of the contribution, Apache desires to give Stockholder the right to register the Shares for sale under the Securities Act of 1933 in order to facilitate the Stockholder's subsequent disposition of the Shares. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements, and subject to the terms and conditions herein contained, the parties hereto hereby agree as follows: AGREEMENT 1. Registration Right. (a) Request for Registration. At any time after February 10, 1994, the Stockholder may request two registrations under the Securities Act of all or part of its Registrable Securities on Form S-1 or any similar long-form registration, or on Form S-2 or S-3 or any successor, similar short-form registration ("Short-Form Registration"), if available. Any registration requested pursuant to this paragraph 1(a) is referred to herein as a "Registration." Any request for a Registration must include at least 100,000 shares of the Registrable Securities (as defined in Section 5, and which amount shall be appropriately adjusted for stock splits and other changes in capitalization affecting the Registrable Securities), unless with respect to the second request for a Registration the Stockholder holds less than 100,000 shares, in which case the Registration shall cover all of the remaining Registrable Securities. The Registrations shall be on Short Form Registrations if the Company is permitted to use an applicable Short-Form Registration at the time the request for registration is made. (b) Priority on Registration. The Company will not include in any Registration any securities which are not Registrable Securities without the written consent of the Stockholder, which consent shall not be unreasonable withheld. 2 (c) Restrictions on Registration. (i) The Stockholder agrees that the Company shall not be required to effect any registration statement during any period of time when, but only so long as, the Company is in possession of material non-public information which, in the exercise of its reasonable judgment, the Company deems advisable not to disclose in a registration statement, which material information may relate, including without limitation, to a financing project or a pending acquisition, merger or other material corporate reorganization. The Company shall advise the Stockholder in writing as soon as any such delay is no longer applicable and in no event will any such delay be exercised by the Company more than two times in any twelve-month period and, provided, further, that one such delay during a twelve-month period shall not exceed thirty days and the second delay during the same twelve-month period shall not exceed ninety days in duration. Such two delays may be exercised in any order during a twelve month period provided that the Company promptly informs the Stockholder of the applicable length of the delay. If there occurs any such delay, the Stockholder shall be entitled to withdraw its Registration and such Registration shall not count as a Registration. (ii) Except as provided below in this Section 1(c)(ii), a registration will not count as a Registration until it has become effective with the Securities and Exchange Commission ("SEC"). A registration shall also not count as a Registration if the Company takes any action in violation of this Agreement and as a result thereof a registration statement is no longer effective for the period of time required hereby or if less, the time required to sell such Registrable Securities included in such registration statement; provided that any registration that is withdrawn or terminated at the request of the Stockholder will count as a Registration. (iii) If the Stockholder makes a request for a Registration and thereafter withdraws or revokes such request prior to the registration statement being declared effective, at the option of the Stockholder, either the withdrawn or revoked request shall count as one Registration or the Stockholder shall pay all of the Registration Expenses (as defined in Section 3, which exclude, without limitation any and all internal expenses of the Company) incurred by the Company to the date of the withdrawal or revocation. Notwithstanding the foregoing, if the Company exercises any delay provided for in Section 1(c)(i) or takes any action in violation of this Agreement or fails to take any action contemplated by this Agreement, which affects the Stockholder's request for Registration or the Registration, and as a result thereof the Stockholder withdraws or revokes its request for Registration, then such request shall not count as a Registration and the Stockholder shall not be obligated to pay any Registration Expenses in connection with such request for a Registration. (d) Expenses of Registration. Except as otherwise provided in this Agreement, the Company shall be responsible for the payment of all Registration Expenses (as defined in Section 3) incurred in connection with the Registrations. 2. Registration Procedures. Whenever the Stockholder has duly requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its reasonable best efforts to effect the registration of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will: 2 3 (a) within thirty days of receipt of such request for a Registration, prepare and file with the SEC a registration statement with respect to such Registrable Securities (and such additional Company Securities, as applicable) and use its reasonable best efforts to cause such registration statement to become effective, provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to the counsel selected by the Stockholder copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel; (b) promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than twenty days, or for each Registration up to and including ninety days (or until such earlier time as all Registrable Securities registered pursuant thereto have been sold), and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statements during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statements; (c) promptly deregister, if requested by the Stockholder, any Registrable Securities which are not sold pursuant to a Registration after the registration statement therefore is no longer effective; (d) promptly furnish to the Stockholder such number of copies of such registration statement, each amendment and supplement thereto, and the prospectus included in such registration statement (including each preliminary prospectus) in order to facilitate the disposition of the Registrable Securities owned by the Stockholder; (e) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as the Stockholder reasonably requests and to take such other actions as the Stockholder may reasonably request to enable the Stockholder to consummate the disposition in such jurisdictions of the Registrable Securities, provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction; (f) promptly notify the Stockholder at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company is aware as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading and, at the request of the Stockholder, the Company will promptly prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not, to the best knowledge of the Company, contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (g) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement and ensure that the Company's CUSIP 3 4 may be used for the Registrable Shares; (h) use reasonable best efforts to ensure that all such Registrable Securities are listed on each securities exchange on which similar securities issued by the Company are then listed no later than the effective date of such registration statement; (i) file the reports required by the Exchange Act for companies registered under such act and not deregister the Company Securities under the Exchange Act so long as any Registrable Shares remain unsold; (j) keep the Stockholder advised as to the initiation and progress of any Registration; (k) promptly deliver to the Stockholder in accordance with Section 6(f), copies of all public announcements made by the Company regarding dispositions, acquisitions or other material transactions involving the Company. 3. Registration Expenses. (a) All expenses incident to the Company's performance of or compliance with this Agreement, including without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, listing fees, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons (other than underwriters, brokers or dealers) retained by the Company (all such expenses being herein referred to as "Registration Expenses"), will be borne as provided in this Agreement, except that each of the Company and the Stockholder will, in any event, pay its own internal expenses, including, without limitation, (i) all salaries and expenses of officers and employees performing legal, accounting or other duties, and the fees and expenses of outside counsel, accountants and other experts, (ii) with respect to the Company, the expense of any regular annual audit or quarterly review, (iii) with respect to the Stockholder, the expenses, fees, discounts and commissions charged by underwriters, brokers and dealers, and (iv) the expense of any liability insurance. (b) To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration hereunder will pay those Registration Expenses allocable to the registration of such holder's securities so included, and any Registration Expenses not so allocable will be borne by all sellers of securities included in such registration in proportion to the aggregate selling price of the securities to be so registered. 4. Indemnification. (a) The Company agrees to indemnify, to the extent permitted by law, the Stockholder, its officers and directors and each Person who controls such Stockholder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein misleading, except insofar as the same are (i) caused by any 4 5 information contained in any affidavit or other document furnished to the Company by the Stockholder expressly for use therein or (ii) caused by the Stockholder's failure to deliver a copy of the registration statement for prospectus or any amendments or supplements thereto after the Company has furnished the Stockholder with a sufficient number of copies of the same, provided, that the Company delivers such copies to the Stockholder (or other party to which the Stockholder instructs the Company to make delivery) under SEC and state securities regulations. (b) In connection with any registration statement in which the Stockholder is participating, the Stockholder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any affidavit or other document so furnished in writing by the Stockholder expressly for use therein and (ii) any failure by the Stockholder to comply with the legal requirements described in Section 4a(ii). (c) Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel selected by the indemnifying party and reasonable satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. An indemnifying party who assumes the defense of a claim shall not be obligated to pay the fees and expenses of any separate counsel retained by any indemnified party. 5. Definitions. (a) The terms "Company Securities" means any securities of the Company of class registered under the Exchange Act or hereafter registered. (b) The term "Exchange Act" means the Securities Exchange Act of 1934, as amended. (c) The term "Person" means an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or 5 6 agency thereof. (d) The term "Registerable Securities" means (i) the Shares and (ii) any securities issued with respect to the Shares referred to in clause (i), by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. As to any particular Registrable Securities, such securities will cease to be Registrable Securities when they are effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or are transferred under Rule 144 (or any similar provision then in force); provided, however, that Registrable Securities which are transferable pursuant to Rule 144 (or any similar provision then in force) shall not cease to be Registrable Securities until such shares have been sold in compliance with Rule 144 (or any similar provision then in force). (e) The terms "Securities Act" means the Securities Act of 1933, as amended. 6. Miscellaneous. (a) Remedies. Any Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically, to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. (b) Amendments and Waivers. This Agreement may not be modified, amended, altered or supplemented, except upon execution and delivery of a written agreement or amendment executed by the parties hereto. (c) Assignment/Successors and Assigns. The Company and the Stockholder agree and acknowledge that the Stockholder may transfer all or a portion of the Registrable Securities to other parties prior to having such shares registered with the SEC pursuant to this Agreement. Neither this Agreement, nor the rights, covenants and agreements contained herein shall be assignable by the Stockholder without the prior written consent of the Company. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the respective successors and permitted assigns of the parties hereto. (d) Term. The registration rights granted herein shall terminate on the first to occur of the fifth anniversary of the date hereof or at such time as the Stockholder is permitted to resell all of the Registrable Securities under Rule 144(k) (or any similar provision then in force). (e) Rule 144. The Company shall take all such actions as the Stockholder may reasonably request, all to the extent require from time to time to enable the Stockholder to sell the Registrable Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 (or any similar provisions hereafter in force). Upon the request of the Stockholder, the Company will deliver to the Stockholder a written statement that the Stockholder has filed the required reports under the Exchange Act with the SEC, and upon reasonable written notice to the Company, the Company will provide to the Stockholder in timely fashion opinions of counsel which may be required in connection with any sale by the Stockholder pursuant to Rule 144 (or any similar provision then in force). The Stockholder agrees to provide, upon request from the Company, opinions of counsel reasonably satisfactory 6 7 to the Company with respect to the requirements of Rule 144 (or any similar provision then in force). (f) Notices. All notices and other communications hereunder shall be in writing and shall be deemed effective and given only upon receipt, when delivered personally, by facsimile transmission or by overnight courier, telexed or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof): (i) To the Stockholder: By Mail By Hand Delivery ------- ---------------- Ucross Foundation Ucross Foundation 3045 U.S. Hwy. 14-16 East, Box 19 3045 U.S. Hwy. 14-16 East, Box 19 Ucross, WY 82835 Ucross, WY 82835 (ii) To the Company: By Mail By Hand Delivery ------- ---------------- Apache Corporation Apache Corporation 2000 Post Oak Blvd., Suite 100 2000 Post Oak Blvd., Suite 100 Houston, TX 77056-4400 Houston, TX 77056-4400 (h) Governing Law. THIS AGREEMENT WILL BE CONSTRUED AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CHOICE OF LAW PROVISIONS WHICH WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. (i) Confidentiality. The Stockholder shall treat as confidential and shall not use confidential information of the Company acquired from the Company pursuant to this Agreement except in accordance with the terms and provisions of this Agreement and the Stockholder's rights and obligations hereunder, and will not disclose the same or any part thereof to any third party without the prior written approval of the Company; provided, however, that nothing contained herein shall in any way restrict or impair the Stockholder's right to use, disclose, or otherwise deal with any information of the Company which: 7 8 (i) at the time of the disclosure is generally available to the public or thereafter becomes generally available to the public by publication or otherwise through no act of the Stockholder; (ii) was in the Stockholder's possession prior to the time of disclosure hereunder and was not acquired directly or indirectly from the Company; (iii) is independently made available to the Stockholder as a matter of right by a third party; or (iv) was developed independent of the confidential information abstained from the Company. IN WITNESS WHEREOF, the Company and the Stockholder have executed this Agreement on the date first written above. APACHE CORPORATION, a Delaware corporation By: /s/ RAYMOND PLANK THE UCROSS FOUNDATION, a tax exempt, public foundation incorporated under the laws of the State of Wyoming By: /s/ JAMES R. BAUMAN 8 EX-5.1 3 OPINION OF LEGAL COUNSEL 1 EXHIBIT 5.1 ________________________________________________________________________________ APACHE CORPORATION 2000 POST OAK BOULEVAR/SUITE 100/HOUSTON, TEXAS 77056-440 ________________________________________________________________________________ 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, Texas 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 240,000 shares of the Company's common stock, $1.25 par value (the "Common Stock"), to be offered by The Ucross Foundation. In connection therewith, I have reviewed and am familiar with the various proceedings taken by the Company to authorize the contribution of a total of 240,000 shares of Common Stock to The Ucross Foundation, from shares of Common Stock previously issued and subsequently repurchased by the Company and held in treasury. I have also examined the Registration Statement registering the shares of Common Stock proposed to be offered by The Ucross Foundation and such other documents and instruments as appropriate for the expression of the opinion contained herein. I have made no investigation into the proceedings taken by The Ucross Foundation, the selling stockholder, in connection with its authorization of the resale of the shares to be registered and, therefore, limit the scope of my opinion to the effect of corporate actions taken by the Company. On the basis of the foregoing and having regard for such legal and other considerations I have deemed relevant, it is my opinion that the shares of Common Stock to be registered pursuant to the Registration Statement are 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 4 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 5 CONSENT OF RYDER SCOTT PETROLEUM 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 6 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 -----END PRIVACY-ENHANCED MESSAGE-----