-----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, Bp/D4f9GQj6rlbf+5a2m8m65qIi9lXI5HIsp26hUqPFnmDpIs3hOnw2LzJWTbj3s x5YfhJ8p1W9xJm03m7gZ8g== 0000950129-95-000212.txt : 19950615 0000950129-95-000212.hdr.sgml : 19950615 ACCESSION NUMBER: 0000950129-95-000212 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950301 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950315 SROS: CSE SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04300 FILM NUMBER: 95520998 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 8-K 1 FORM 8-K -- APACHE CORPORATION DATED 03/01/95 1 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 1995 APACHE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-4300 41-0747868 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number) Identification Number)
2000 POST OAK BOULEVARD SUITE 100 HOUSTON, TEXAS 77056-4400 (Address of Principal Executive Offices) Registrant's telephone number, including area code: (713) 296-6000 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS In the fourth quarter of 1994, Apache Corporation ("Apache") entered into a Memorandum of Understanding, dated November 29, 1994, and subsequently signed a definitive Purchase and Sale Agreement, dated December 22, 1994, with Texaco Exploration and Production Inc. ("Texaco") under which Apache agreed to purchase Texaco's interest in over 300 oil and gas properties, subject to required regulatory approvals. Apache issued a press release, dated November 29, 1994, which is listed under Item 7 as Exhibit 99.1 and incorporated herein by reference. The Memorandum of Understanding and the Purchase and Sale Agreement are listed under Item 7 as Exhibits 2.1 and 2.2 and are incorporated herein by reference. On March 1, 1995, Apache closed the purchase of Texaco's interest in approximately 315 oil and gas properties for an adjusted price of $571 million, effective January 1, 1995. The transaction is subject to customary post-closing adjustments, and included proved reserves at the effective date of approximately 113 million barrels of energy equivalent, of which approximately 70 percent is oil. The properties acquired from Texaco are highly concentrated, with approximately two-thirds of the reserves located in 54 fields, and are in producing regions where Apache has existing operations -- the Permian Basin, the Gulf Coast of Texas and Louisiana, western Oklahoma, eastern Texas, the Rocky Mountains and the Gulf of Mexico. Apache will operate approximately two-thirds of the production and acquired an average working interest of 70 percent in the operated properties. The total acquisition includes approximately 500,000 net mineral acres, as well as a substantial quantity of seismic data. Apache issued a press release, dated March 2, 1995, which is listed under Item 7 as Exhibit 99.2 and incorporated herein by reference. Upon execution of the Purchase and Sale Agreement in December 1994, Apache delivered a $25 million deposit, representing a portion of the purchase price, and delivered the balance in cash at closing. Funds for the transaction described above were obtained from loans advanced by The First National Bank of Chicago and Chemical Bank under Apache's bank credit facility and proceeds of Apache's $172.5 million 6% Convertible Subordinated Debentures due 2002 ("6% Debentures"), which were issued on January 4, 1995. On March 1, 1995, lenders increased Apache's bank credit facility from $700 million to $1 billion, subject to borrowing base availability. Apache's Third Amended and Restated Credit Agreement, dated March 1, 1995, and the Fiscal Agency Agreement relating to the 6% Debentures, dated January 4, 1995, are listed under Item 7 as Exhibits 10.1 and 10.2 and are incorporated herein by reference. Other than Apache's negotiations and discussions with representatives of Texaco concerning the transaction described above, there are no material relationships between Texaco and Apache or any of Apache's affiliates, officers or directors, or any associate of any officer or director of Apache. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS It is impractical to file financial statements and pro forma financial information at this time. The Registrant will file such statements and information as soon as practicable. It is expected that such statements and information will be filed by amendment to this Form 8-K, on or before May 1, 1995. 1 3 (c) Exhibits.
EXHIBIT NO. DESCRIPTION - -------------------- ----------- 2.1 -- Memorandum of Understanding by and between Texaco Exploration and Production Inc., as seller, and Registrant, as buyer, dated November 29, 1994 (incorporated by reference to Exhibit 99.1 to Registrant's Current Report on Form 8-K, dated November 29, 1994, SEC File No. 1-4300, filed December 29, 1994). 2.2 -- Purchase and Sale Agreement by and between Texaco Exploration and Production Inc., as seller, and Registrant, as buyer, dated December 22, 1994 (incorporated by reference to Exhibit 99.3 to Registrant's Current Report on Form 8-K, dated November 29, 1994, SEC File No. 1-4300, filed December 29, 1994). 10.1 -- Third Amended and Restated Credit Agreement, dated March 1, 1995, among Registrant, the lenders named therein, and The First National Bank of Chicago, as Administrative Agent and Arranger, and Chemical Bank, as Co-Agent and Arranger (incorporated by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-K for year ended December 31, 1994, SEC File No. 1-4300). 10.2 -- Fiscal Agency Agreement relating to the 6% Debentures, dated as of January 4, 1995, between Registrant and Chemical Bank, as fiscal agent (incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K/A, dated December 6, 1994, SEC File No. 1-4300, filed January 11, 1995.) **23.1 -- Consent of Arthur Andersen LLP. 99.1 -- Press Release, dated November 29, 1994, "Apache to Acquire Texaco Properties for $600 Million" (incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K, dated November 29, 1994, SEC File No. 1-4300, filed December 29, 1994). *99.2 -- Press Release, dated March 2, 1995, "Apache Closes Acquisition of Texaco Properties."
- --------------- * filed herewith ** to be filed by amendment 2 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. APACHE CORPORATION /s/ ZURAB S. KOBIASHVILI Zurab S. Kobiashvili Vice President, General Counsel and Secretary Date: March 15, 1995 3 5 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION - -------------------- ----------- 2.1 -- Memorandum of Understanding by and between Texaco Exploration and Production Inc., as seller, and Registrant, as buyer, dated November 29, 1994 (incorporated by reference to Exhibit 99.1 to Registrant's Current Report on Form 8-K, dated November 29, 1994, SEC File No. 1-4300, filed December 29, 1994). 2.2 -- Purchase and Sale Agreement by and between Texaco Exploration and Production Inc., as seller, and Registrant, as buyer, dated December 22, 1994 (incorporated by reference to Exhibit 99.3 to Registrant's Current Report on Form 8-K, dated November 29, 1994, SEC File No. 1-4300, filed December 29, 1994). 10.1 -- Third Amended and Restated Credit Agreement, dated March 1, 1995, among Registrant, the lenders named therein, and The First National Bank of Chicago, as Administrative Agent and Arranger, and Chemical Bank, as Co-Agent and Arranger (incorporated by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-K for year ended December 31, 1994, SEC File No. 1-4300). 10.2 -- Fiscal Agency Agreement relating to the 6% Debentures, dated as of January 4, 1995, between Registrant and Chemical Bank, as fiscal agent (incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K/A, dated December 6, 1994, SEC File No. 1-4300, filed January 11, 1995.) **23.1 -- Consent of Arthur Andersen LLP. 99.1 -- Press Release, dated November 29, 1994, "Apache to Acquire Texaco Properties for $600 Million" (incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K, dated November 29, 1994, SEC File No. 1-4300, filed December 29, 1994). *99.2 -- Press Release, dated March 2, 1995, "Apache Closes Acquisition of Texaco Properties."
- --------------- * filed herewith ** to be filed by amendment EX-99.2 2 PRESS RELEASE 1 EXHIBIT 99.2 [Press Release] [Apache Letterhead] March 2, 1995 APACHE CLOSES ACQUISITION OF TEXACO PROPERTIES HOUSTON -- Apache Corporation today announced that the company closed its previously-announced acquisition of 315 oil and gas fields from Texaco for an adjusted purchase price of $571 million, effective January 1, 1995. The transaction, which closed on March 1, is subject to customary closing and post-closing adjustments, including a reduction to take into account cash flow from production realized in the first two months of 1995. Net proved reserves, as adjusted and at the effective date, are estimated to be 113 million barrels energy equivalent, of which approximately 70 percent is oil. With the acquisition, Apache's total equivalent reserves increased 40 percent over year-end 1994. Oil reserves, as a percent of total reserves, increased from 37 percent to approximately 47 percent. Financing for the transaction has been underwritten by The First National Bank of Chicago and Chemical Bank. Apache Corporation is an independent energy company engaged in the exploration for and development and production of natural gas and crude oil. The company's securities are traded on the New York and Chicago Stock Exchanges under the symbol APA. # # # Investor Relations: Paul Korus Media Relations: Suzanne Best 713-296-6662 713-296-6154 -----END PRIVACY-ENHANCED MESSAGE-----