-----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, q2cduIh2j7T7m85lSmwsyvPDttwpFDF6rwObSDFZ+yL3SbFy2tZA00AxsfjesLN3 iFaehulul5p+HSb5b+OfVQ== 0000950129-95-000629.txt : 19950607 0000950129-95-000629.hdr.sgml : 19950607 ACCESSION NUMBER: 0000950129-95-000629 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950606 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEKALB ENERGY CO CENTRAL INDEX KEY: 0000111001 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE PRODUCTION - CROPS [0100] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-17614 FILM NUMBER: 95545328 BUSINESS ADDRESS: STREET 1: 700 9TH AVENUE S.W. CALGARY ALBERTA STREET 2: 10TH FLOOR CITY: CANADA T2P 3V4 STATE: A0 BUSINESS PHONE: 4032611200 FORMER COMPANY: FORMER CONFORMED NAME: DEKALB CORP DATE OF NAME CHANGE: 19881002 FORMER COMPANY: FORMER CONFORMED NAME: DEKALB AGRESEARCH INC DATE OF NAME CHANGE: 19851229 FORMER COMPANY: FORMER CONFORMED NAME: DEKALB AGRICULTURAL ASSOCIATION INC DATE OF NAME CHANGE: 19600201 FILED BY: 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: SC 13D/A BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: ONE POST OAK CENTER STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 MAIL ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 SC 13D/A 1 AMENDMENT # 1 TO SCHEDULE 13 D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DEKALB ENERGY COMPANY (Name of Issuer) Class A Stock, no par value (Title of Class of Securities) 244874202 (CUSIP Number) Z. S. Kobiashvili Vice President and General Counsel 2000 Post Oak Boulevard Suite 100 Houston, Texas 77056-4400 (713) 296-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 17, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Schedule 13D. Page 1 of 5 Pages 2 CUSIP No. 244874202 Page 2 of 5 Pages 13D 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Apache Corporation, ID# 41-0747868 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS 00 (Apache Common Stock) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,249,730 ---------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ---------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,249,730 ---------------------------------------- PERSON 10 SHARED DISPOSITIVE POWER WITH -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,249,730 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 100% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 3 ITEM 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D relates to the Class A Stock, no par value ("Class A Stock"), of DEKALB Energy Company, a Delaware corporation ("DEKALB"), which has its principal offices at 700 9th Avenue, S.W., 10th Floor, Calgary, Alberta, Canada T2P 3V4. ITEM 2. IDENTITY AND BACKGROUND NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING: This Amendment No. 1 to Schedule 13D is being filed by Apache Corporation, a Delaware corporation ("Apache"). ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING: On May 17, 1995, XPX Acquisitions, Inc. ("XPX"), a wholly owned subsidiary of Apache, was merged into DEKALB (the "Merger") pursuant to the Amended and Restated Agreement and Plan of Merger, dated December 21, 1994 (the "Merger Agreement") among Apache, DEKALB and XPX. Following consummation of the merger, DEKALB was the survivor and became a wholly owned subsidiary of Apache. Under the terms of the Merger Agreement, each share of Class A Stock and DEKALB Class B (nonvoting) Stock, no par value ("Class B Stock"), (Class A Stock and Class B Stock referred to collectively as "DEKALB Stock") then outstanding was converted into the right to receive .8764 shares of the common stock of Apache, $1.25 par value per share ("Apache Common Stock"), with any fractional shares paid in cash, without interest, based on $27.8875 per share of Apache Common Stock. Apache and holders of 1,202,403 shares of Class A Stock ("Signatory Stockholders") signed stockholder agreements, dated December 21, 1994 ("Stockholder Agreements"), wherein the Signatory Stockholders agreed to vote the shares of Class A Stock they owned or controlled in favor of the Merger and against any action which would breach the Merger Agreement. Upon consummation of the Merger, the Class A Stock owned by the Signatory Stockholders was converted into the right to receive Apache Common Stock pursuant to the Merger Agreement. The Merger Agreement is listed as Exhibit (d) under Item 7 hereof, and is incorporated into this Item 3 by reference. ITEM 4. PURPOSE OF TRANSACTION NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING: The Signatory Stockholders, who with Apache were parties to the Stockholder Agreements, ceased being beneficial owners of Class A Stock on May 17, 1995, upon consummation of the Merger. Page 3 of 5 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING: On May 17, 1995 and pursuant to the Merger Agreement, DEKALB became a wholly owned subsidiary of Apache and each outstanding share of DEKALB Stock was converted into the right to receive .8764 shares of Apache Common Stock, with any fractional shares paid in cash, without interest, based on $27.8875 per share of Apache Common Stock. The Signatory Stockholders, described in Items 3 and 4 hereof, ceased being beneficial owners of Class A Stock on May 17, 1995, upon consummation of the Merger. On May 17, 1995, upon consummation of the Merger, Apache became the direct or indirect beneficial owner of 100 percent of the outstanding DEKALB Stock (2,249,730 shares of Class A Stock and 7,388,909 shares of Class B Stock). Except as described herein, Apache had no transactions in DEKALB Stock during the preceding 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING: The Signatory Stockholders, described in Items 3 and 4 hereof, ceased being beneficial owners of Class A Stock on May 17, 1995, upon consummation of the Merger. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS NO CHANGES EXCEPT FOR THE ADDITION OF THE FOLLOWING: (d) Amended and Restated Agreement and Plan of Merger among Apache, XPX, and DEKALB, dated December 21, 1994 (incorporated by reference to Exhibit 2.1 to Amendment No. 3 to Apache's Registration Statement on Form S-4, Registration No. 33- 57321, filed April 14, 1995). Page 4 of 5 5 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: June 6, 1995 APACHE CORPORATION /s/ Cheri L. Peper ---------------------------------------- Cheri L. Peper Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----