-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BLAjQZt9uFJu1j3MnM3WJVG213+3vilKmpNyRPrEIWsnC9RogfLkrq+feyk0PqQ9 vDcwB2xymIHLJX2+C+mo1Q== 0000950129-95-001376.txt : 19951101 0000950129-95-001376.hdr.sgml : 19951101 ACCESSION NUMBER: 0000950129-95-001376 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19951031 EFFECTIVENESS DATE: 19951119 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63817 FILM NUMBER: 95585670 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 S-8 1 APACHE CORPORATION FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1995 REGISTRATION NO. 33-_________ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- APACHE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE NO. 41-0747868 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) ONE POST OAK CENTRAL 2000 POST OAK BOULEVARD, SUITE 100 HOUSTON, TEXAS 77056-4400 (713) 296-6000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) -------------- APACHE CORPORATION RETIREMENT/401(K) SAVINGS PLAN (FULL TITLE OF THE PLAN) Z.S. KOBIASHVILI VICE PRESIDENT AND GENERAL COUNSEL APACHE CORPORATION 2000 POST OAK BOULEVARD, SUITE 100 HOUSTON, TEXAS 77056-4400 (713) 296-6000 (NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) -------------- CALCULATION OF REGISTRATION FEE
=================================================================================================================== Title of Proposed Maximum Proposed Maximum Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration Registered (1) Registered Share (2) Price (2) Fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.25 per share, 400,000 shares $23.875 $9,550,000 $3,293 and associated Common Stock Purchase Rights(3) ===================================================================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. (2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rules 457(c) and 457(h), 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 October 26, 1995. (3) Common Stock Purchase Rights are evidenced by certificates for shares of the Common Stock and automatically trade with the Common Stock. Value attributable to such Common Stock Purchase Rights, if any, is reflected in the market price of the Common Stock. =============================================================================== 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: (1) The Annual Report of Apache Corporation (the "Registrant" or "Apache") on Form 10-K/A for the fiscal year ended December 31, 1994, the Annual Report of the Apache Corporation Retirement/401(k) Savings Plan on Form 11-K for the fiscal year ended December 31, 1994, the Registrant's Current Report on Form 8-K dated March 1, 1995, Amendment No. 1 on Form 8-K/A to the Registrant's Current Report on Form 8-K dated March 1, 1995, the Registrant's Quarterly Report on Form 10-Q/A for the fiscal quarter ended March 31, 1995, the Registrant's Current Report on Form 8-K/A dated May 17, 1995, the Registrant's Current Report on Form 8-K dated June 30, 1995, the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, and the Registrant's Current Report on Form 8-K dated August 28, 1995. (2) All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. The descriptions set forth below of the common stock, $1.25 par value per share ("Apache Common Stock"), of Apache, the preferred stock and the Rights (as defined below) constitute brief summaries of certain provisions of Apache's Restated Certificate of Incorporation, Apache's Bylaws and the Rights Agreement between Apache and First Trust Company, Inc., and are qualified in their entirety by reference to the relevant provisions of such documents, all of which are included under Item 8 as exhibits to this Registration Statement and are incorporated herein by reference. APACHE COMMON STOCK All outstanding shares of Apache Common Stock are fully paid and nonassessable, and all holders of Apache 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 stockholders. The Board of Directors of Apache is classified into three groups of approximately 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. Apache 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 Apache 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. Apache's current policy is to reserve one share of Apache Common Stock for each share issued in order to provide for possible exercises of Rights under Apache's existing Rights Agreement. II - 1 3 The currently outstanding Apache Common Stock and the Rights under Apache's existing Rights Agreement are listed on the New York Stock Exchange and the Chicago Stock Exchange. Norwest Bank Minnesota, National Association, is the transfer agent and registrar for Apache Common Stock. Apache typically mails its annual report to stockholders within 120 days after the end of its fiscal year. Notices of stockholder meetings are mailed to record holders of Apache Common Stock at their addresses shown on the books of the transfer agent and registrar. RIGHTS On January 10, 1986, the Board of Directors declared a dividend of one right to purchase one share of Apache Common Stock at $50 per share (subject to adjustment) on each outstanding share of Apache Common Stock (the "Rights"). The Rights are exercisable only after a person (other than Apache or its employee benefit plans), together with all persons acting in concert with it, has acquired 20 percent or more of the Apache Common Stock, or has commenced a tender offer for 30 percent or more of the Apache Common Stock. If Apache engages in certain business combinations or a 20 percent stockholder of Apache engages in certain transactions with Apache, the Rights become exercisable for Apache Common Stock or the common stock of the corporation acquiring Apache (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 Apache Common Stock and who engages in certain transactions or realizes the benefits of certain transactions with Apache will become void. Apache 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 Apache Common Stock. The Rights will expire on January 31, 1996, unless earlier redeemed by Apache. Apache is considering successor arrangements. Unless the Rights have been previously redeemed, all shares of Apache Common Stock will include Rights, including the Apache Common Stock issuable under the terms of the Apache Corporation Retirement/401(k) Savings Plan. 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 issuance of such stock adopted. Apache has no current plans to issue any preferred stock. ITEM 4. DESCRIPTION OF SECURITIES Not applicable ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. II - 2 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL"), 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 the person in connection with such suit or proceeding if the 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, 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. Apache maintains policies insuring the officers and directors of Apache and its subsidiaries against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Article VII of Apache's Bylaws provides, in substance, that directors, officers, employees and agents of Apache shall be indemnified to the extent permitted by Section 145 of the DGCL. Additionally, Article Seventeen of Apache's Restated Certificate of Incorporation eliminates in certain circumstances the monetary liability of directors of Apache 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 DGCL (relating to the declaration of dividends and purchase or redemption of shares in violation of the DGCL); and (v) for transactions from which the director derived an improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II - 3 5 ITEM 8. EXHIBITS. The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 3.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No. 1-4300) 4.2 Bylaws of Apache Corporation (incorporated by reference to Exhibit 4.2 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) 4.3 Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on May 16, 1986) 4.4 Rights Agreement dated as of January 10, 1986, between Apache and First Trust Company, Inc., rights agent, relating to the declaration of Rights to Apache'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 for the fiscal year ended December 31, 1985, Commission File No. 1-4300) 4.5 Apache Corporation Retirement/401(k) Savings Plan (incorporated by reference to Exhibit 10.7 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No. 1-4300) *4.6 Amendments to the Apache Corporation Retirement/401(k) Savings Plan, dated April 19, 1995 *5.1 Opinion of legal counsel regarding legality of securities being registered *23.1 Consent of Arthur Andersen LLP *23.2 Consent of Coopers & Lybrand, Chartered Accountants 23.3 Consent of legal counsel (included in Exhibit 5.1) *23.4 Consent of Ryder Scott Company Petroleum Engineers *23.5 Consent of Netherland, Sewell & Associates, Inc. 24.1 Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement)
- ---------- *Filed herewith II - 4 6 ITEM 9. 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 - 5 7 SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan 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 RETIREMENT/401(K) SAVINGS PLAN Date: October 31, 1995 By: /s/ Roger B. Rice ------------------------------------ Roger B. Rice, Chairman Retirement Plan Advisory Committee Date: October 31, 1995 By: /s/ Mark A. Jackson ------------------------------------ Mark A. Jackson, Member Retirement Plan Advisory Committee Date: October 31, 1995 By: /s/ Z. S. Kobiashvili ------------------------------------ Z. S. Kobiashvili, Member Retirement Plan Advisory Committee Date: October 31, 1995 By: /s/ Clyde E. McKenzie ------------------------------------ Clyde E. McKenzie, Member Retirement Plan Advisory Committee 8 SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 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: October 31, 1995 By: /s/ Raymond Plank ------------------------------------ Raymond Plank, Chairman and Chief Executive Officer POWER OF ATTORNEY The undersigned directors and officers of Apache Corporation do hereby constitute and appoint Raymond Plank, G. Steven Farris, Z. S. Kobiashvili and Mark A. Jackson, and each of them, with full power of substitution, our true and lawful attorneys-in-fact to sign and execute, on behalf of the undersigned, any and all amendments (including post-effective amendments) to this Registration Statement; and each of the undersigned does hereby ratify and confirm all that said attorneys-in-fact shall do or cause to be done by virtue hereof. 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. (Apache Corporation does not have a Principal Financial Officer.) SIGNATURE TITLE DATE - --------- ----- ---- /s/ Raymond Plank Chairman and Chief Executive - ----------------------- Officer (Principal Executive Raymond Plank Officer) October 31, 1995 /s/ Mark A. Jackson Vice President, Finance October 31, 1995 - ----------------------- Mark A. Jackson /s/ R. Kent Samuel Controller and Chief - ----------------------- Accounting Officer R. Kent Samuel (Principal Accounting Officer) October 31, 1995 9 SIGNATURE TITLE DATE - --------- ----- ---- /s/ Frederick M. Bohen Director - ---------------------------- Frederick M. Bohen October 31, 1995 /s/ Virgil B. Day Director - ---------------------------- Virgil B. Day October 31, 1995 /s/ G. Steven Farris Director - ---------------------------- G. Steven Farris October 31, 1995 /s/ Randolph M. Ferlic Director - ---------------------------- Randolph M. Ferlic October 31, 1995 /s/ Eugene C. Fiedorek Director - ---------------------------- Eugene C. Fiedorek October 31, 1995 /s/ W. Brooks Fields Director - ---------------------------- W. Brooks Fields October 31, 1995 /s/ Robert V. Gisselbeck Director - ---------------------------- Robert V. Gisselbeck October 31, 1995 /s/ Stanley K. Hathaway Director - ---------------------------- Stanley K. Hathaway October 31, 1995 /s/ John A. Kocur Director - ---------------------------- John A. Kocur October 31, 1995 /s/ Joseph A. Rice Director - ---------------------------- Joseph A. Rice October 31, 1995 10 INDEX TO EXHIBITS The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT - ------ ---------------------- 4.1 Restated Certificate of Incorporation of Apache Corporation (incorporated by reference to Exhibit 3.1 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No. 1-4300) 4.2 Bylaws of Apache Corporation (incorporated by reference to Exhibit 4.2 to Apache's Registration Statement on Form S-4, Registration No. 33-61669, filed with the Commission on August 8, 1995) 4.3 Form of Apache Common Stock Certificate (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to Apache's Registration Statement on Form S-3, Registration No. 33-5097, filed with the Commission on May 16, 1986) 4.4 Rights Agreement dated as of January 10, 1986, between Apache and First Trust Company, Inc., rights agent, relating to the declaration of Rights to Apache'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 for the fiscal year ended December 31, 1985, Commission File No. 1-4300) 4.5 Apache Corporation Retirement/401(k) Savings Plan (incorporated by reference to Exhibit 10.7 to Apache's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, Commission File No. 1-4300) *4.6 Amendments to the Apache Corporation Retirement/401(k) Savings Plan, dated April 19, 1995 *5.1 Opinion of legal counsel regarding legality of securities being registered *23.1 Consent of Arthur Andersen LLP *23.2 Consent of Coopers & Lybrand, Chartered Accountants 23.3 Consent of legal counsel (included in Exhibit 5.1) *23.4 Consent of Ryder Scott Company Petroleum Engineers *23.5 Consent of Netherland, Sewell & Associates, Inc. 24.1 Power of Attorney (included in Part II as a part of the signature pages of the Registration Statement)
- ---------- *Filed herewith EX-4.6 2 AMENDMENTS TO APACHE CORPORATION - 401(K) 1 EXHIBIT 4.6 AMENDMENT TO APACHE CORPORATION RETIREMENT/401(k) SAVINGS PLAN Apache Corporation ("Apache") maintains the Apache Corporation Retirement/401(k) Savings Plan (the "Plan"). Pursuant to section 10.4 of the Plan, Apache has retained the right to amend the Plan. Apache hereby exercises that right by amending the Plan, effective as of the day this amendment is executed, by deleting sections 1.48 and 5.9 and adding the following Appendix D: APPENDIX D NATURAL GAS CLEARINGHOUSE INTRODUCTION A number of Employees ("NGC Participants") transferred to Natural Gas Clearinghouse ("NGC"), a Colorado general partnership, pursuant to the terms of the Employee Benefits Agreement, effective April 1, 1990, between Apache and NGC. This Appendix contains special provisions that apply to the NGC Participants. Capitalized terms in this Appendix have the same meanings as those given them in the plan. SERVICE A period of Service for an NGC Participant shall include his or her period(s) of employment after April 1, 1990, with NGC or any business that is then treated as a single employer with NGC pursuant to Code section 414(b), 414(c), 414(m), or 414(o). PARTICIPATION Notwithstanding section 2.1, if an NGC Participant is rehired by Apache or any Affiliated Entity, the NGC Participant shall be eligible to begin to make Participant Before-Tax Contributions, and shall be eligible to participate in the Plan with respect to the 6% Company Mandatory Contribution, on the date he or she again becomes a Covered Employee. Notwithstanding paragraph 3.1(b)(i), a sale of Company Stock from an NGC Participant's Accounts before the NGG Participant is rehired shall not, by itself, cause the NGC Participant's matching percentage to be less than 100%. DISTRIBUTIONS While an NGC Participant is employed by NGC or by any business then treated as a single employer with NGC pursuant to Code section 414(b), 414(c), 414(m), or 414(o) (a "Current NGC Employee"), the Current NGC Employee shall be treated as an Employee for purposes of Article VI and section 7.1. In addition, notwithstanding section 7.1, a Current NGC Employee may withdraw the entire vested portion of his or her Company Contributions Account in a single sum at any time. LOANS An NGC Participant may borrow from the Plan pursuant to section 7.2 only if he or she is an Employee or is otherwise a party in interest (within the meaning of ERISA section 3(14) with respect to the Plan. 2 INVESTMENTS An NGC Participant may elect to invest his or her Accounts in the same manner as other Account Owners, pursuant to Article IX. An NGC Participant may sell any shares of Company Stock in his or her Accounts, in spite of any election the NGC Participant had previously made to irrevocable invest a portion of his or her Accounts in Company Stock. -- END OF APPENDIX D -- IN WITNESS WHEREOF, this Amendment has been executed the date set forth below. APACHE CORPORATION /s/ Roger B. Rice ------------------------------ Roger B. Rice Vice President, Human Resources and Administration Date: April 19, 1995 2 3 AMENDMENT TO APACHE CORPORATION RETIREMENT/401(k) SAVINGS PLAN Apache Corporation ("Apache") maintains the Apache Corporation Retirement/401(k) Savings Plan (the "Plan"). Pursuant to section 10.4 of the Plan, Apache has retained the right to amend the Plan. Apache hereby exercises that right by amending the Plan, effective as of February 1, 1995, by adding the following Appendix E: APPENDIX E TEXACO EXPLORATION & PRODUCTION INC. Apache acquired certain assets from Texaco Exploration & Production Inc. ("TEPI), as of January 1, 1995. In connection with that acquisition, Apache hired a number of individuals employed by TEPI or related companies ("Ex-Texaco Employees"), in late February and early March of 1995 (the "Apache Hire Date"). A Period of Service for an Ex-Texaco Employee shall include any periods of employment, before his or her Apache Hire Date, with TEPI or any business then treated as a single employer with TEPI pursuant to Code section 414(b), 414(c), 414(m), or 414(o). Notwithstanding section 2.1 of the Plan, an Ex-Texaco Employee shall be eligible to begin to make Participant Before-Tax Contributions as of the first day of the first pay period following his or her Apache Hire Date, provided he or she is then a Covered Employee. An Ex-Texaco Employee shall be eligible to participate in the Plan with respect to the 6% Company Mandatory Contribution on the date he or she becomes a Covered Employee. -- END OF APPENDIX E -- IN WITNESS WHEREOF, this Amendment has been executed the date set forth below. APACHE CORPORATION /s/ Roger B. Rice --------------------------------- Roger B. Rice Vice President, Human Resources and Administration Date: April 19, 1995 EX-5.1 3 OPINION OF LEGAL COUNSEL 1 EXHIBIT 5.1 [APACHE CORPORATION LETTERHEAD] October 30, 1995 Apache Corporation 2000 Post Oak Boulevard Suite 100 Houston, Texas 77056-4400 Gentlemen: I am rendering this opinion in my capacity as Assistant General Counsel of Apache Corporation, a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-8 (the "Registration Statement") filed on or about this date by the Company under the Securities Act of 1933, as amended, and relating to 400,000 shares of the Company's common stock, $1.25 par value (the "Common Stock"), to be offered under the Apache Corporation Retirement/401(k) Savings 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 400,000 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 to 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/ ERIC L. HARRY ------------------------ Eric L. Harry Assistant General Counsel EX-23.1 4 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 Consent of Arthur Andersen LLP As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated March 14, 1995 on the audited Statement of Combined Revenues and Direct Operating Expenses for the Oil and Gas Properties of Texaco Exploration and Production Inc. Sold to Apache Corporation, to the incorporation by reference in this registration statement of our report dated May 17, 1995 on the audited restated consolidated financial statements of Apache Corporation and subsidiaries included in the Apache Corporation Annual Report on Form 10-K/A for the year ended December 31, 1994, to the incorporation by reference in this registration statement of our report dated June 5, 1995 on the audited financial statements of the Apache Corporation 401(k) Retirement/Savings Plan included in the Apache Corporation 401(k) Retirement/Savings Plan Annual Report on Form 11-K for the year ended December 31, 1994, and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Houston, Texas October 27, 1995 EX-23.2 5 CONSENT OF COOPERS & LYBRAND 1 EXHIBIT 23.2 [Coopers & Lybrand Letterhead] Consent of Coopers & Lybrand We hereby consent to the incorporation by reference in this registration statement of our report dated February 13, 1995 on our audits of the consolidated financial statements of DEKALB Energy Company as of December 31, 1994 and 1993 and for the years ended December 31, 1994, 1993 and 1992, and our report dated February 13, 1995 on our audit of the associated financial statement schedule of DEKALB Energy Company; and to all references to our Firm included in this registration statement. /s/ Coopers & Lybrand Coopers & Lybrand Chartered Accountants Calgary, Alberta, Canada October 27, 1995 EX-23.4 6 CONSENT OF RYDER SCOTT COMPANY 1 EXHIBIT 23.4 [Ryder Scott Company Letterhead] Consent of Ryder Scott Company Petroleum Engineers As independent petroleum engineers, we hereby consent to the incorporation by reference in this registration statement of our Firm's review of the proved oil and gas reserve quantities of Apache Corporation, DEKALB Energy Company, and of certain properties acquired from Texaco Exploration and Production Inc., as of January 1, 1995, and to all references to our Firm's name and review included in this registration statement. /s/ Ryder Scott Company /s/ Petroleum Engineers Ryder Scott Company Petroleum Engineers Houston, Texas October 27, 1995 EX-23.5 7 CONSENT OF NETHERLAND, SEWELL & ASSOCIATES, INC. 1 EXHIBIT 23.5 [Netherland, Sewell & Associates, Inc. Letterhead] Consent of Independent Petroleum Engineers We hereby consent to the incorporation by reference in this registration statement of our Firm's report on the proved oil and gas reserve quantities of Aquila Energy Resources Corporation as of December 31, 1994, and to all references to our Firm's name and report included in this registration statement. Netherland, Sewell & Associates, Inc. By: /s/ Danny D. Simmons Danny D. Simmons Senior Vice President Houston, Texas October 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----