-----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, IhN5DkA4Iz+alU+DAFaqlOJOEuaAdhfcRTkPlgMZVE1oLi0GOojGMspBoUDRxfbK 87N7f8G4u/EZGB2Lvs5pyw== 0000950129-96-001119.txt : 19960605 0000950129-96-001119.hdr.sgml : 19960605 ACCESSION NUMBER: 0000950129-96-001119 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960520 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960604 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: 96576666 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 8-K 1 APACHE CORPORATION - DATED 05/20/96 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): May 20, 1996 APACHE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-4300 41-0747868 (State or other jurisdiction (Commission (I.R.S. Employer 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 first quarter of 1996, Apache Corporation ("Apache") entered into the Agreement and Plan of Merger (the "Merger Agreement"), dated March 27, 1996, among Apache, YPY Acquisitions, Inc. ("YPY"), and The Phoenix Resource Companies, Inc. ("Phoenix"), providing for the merger of YPY with Phoenix (the "Merger") in a transaction by which Phoenix would become a wholly-owned subsidiary of Apache. Apache issued a press release, dated March 28, 1996, which is listed under Item 7 as Exhibit 99.1 and incorporated herein by reference. The Merger Agreement is listed under Item 7 as Exhibit 2.1 and incorporated herein by reference. On May 20, 1996, the Merger was consummated shortly after the transaction was approved by the Phoenix shareholders. Upon consummation of the Merger and pursuant to the Merger Agreement, each share of Phoenix common stock then outstanding was converted into the right to receive (a) .75 shares of Apache common stock, with any fractional shares paid in cash, without interest, based on $27.50 per share of Apache common stock, and (b) $4.00 in cash. Apache issued a press release, dated May 20, 1996, which is listed under Item 7 as Exhibit 99.2 and incorporated herein by reference. Phoenix's principal assets are its interest in the Khalda and Qarun oil and gas concessions in the Western Desert of Egypt, which in the aggregate contain 18 oil fields and six gas fields. The sale of crude oil and natural gas accounted for all of Phoenix's operating revenues during the past three years. Phoenix's operations include exploring, developing and operating crude oil and natural gas properties in Egypt. Phoenix's oil and gas operations are currently conducted through Egyptian operating companies owned jointly by the Egyptian General Petroleum Corporation, Phoenix and certain other participants. Apache is one of the participants with Phoenix in the Qarun concession. In conjunction with the Merger, George D. Lawrence, Jr., former president and chief executive officer of Phoenix, joined Apache's board of directors. Other than the relationships mentioned above or provided for or contemplated by the Merger Agreement, there were no other material relationships between Phoenix 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 impracticable 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 July 19, 1996. 1 3 (c) EXHIBITS.
EXHIBIT NO. DESCRIPTION - ----------- ----------- 2.1 Agreement and Plan of Merger among Apache, YPY and Phoenix dated March 27, 1996 (incorporated by reference to Exhibit 99.1 to Apache's Current Report on Form 8-K, dated March 27, 1996, SEC File No. 1-4300). 23.1** Consent of Arthur Andersen LLP (Apache) 23.2** Consent of Arthur Andersen LLP (Phoenix) 99.1 Press Release, dated March 28, 1996, "Apache and Phoenix to Merge" (incorporated by reference to Exhibit 99.2 to Registrant's Current Report on Form 8-K, dated March 27, 1996, SEC File No. 1-4300). 99.2* Press Release, dated May 20, 1996, "Apache and Phoenix Complete Merger."
_________________ *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 Date: June 4,1996 /s/ Z. S. Kobiashvili ---------------------------------- Z. S. Kobiashvili Vice President and General Counsel 3 5 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.2 Press Release, dated May 20, 1996, "Apache and Phoenix Complete Merger."
EX-99.2 2 PRESS RELEASE DATED 05/20/96 1 EXHIBIT 99.2 [Press Release] [Apache Letterhead] CONTACTS: (MEDIA): JOHN KELSO (713) 296-6155 TONY LENTINI (713) 296-6227 (INVESTOR): ROBERT DYE (713) 296-6662 FOR IMMEDIATE RELEASE APACHE AND PHOENIX COMPLETE MERGER Houston (May 20, 1996) -- Apache Corporation (NYSE: APA) and The Phoenix Resource Companies, Inc. (AMEX: PHN) today announced that Phoenix shareholders have approved the merger of Houston-based Apache and Oklahoma City, Oklahoma-based Phoenix. Of the voting Phoenix shares, 98 percent were cast in favor of the merger. Shortly after receiving shareholder approval, the merger was consummated and Phoenix became a wholly owned subsidiary of Apache. In conjunction with the merger, George D. Lawrence, Jr., Phoenix's president and chief executive officer, joined Apache's board of directors. Phoenix shareholders will receive .75 shares of Apache common stock plus $4.00 in cash for each share of Phoenix common stock. Approximately 12.1 million Apache shares will be issued pursuant to the merger agreement. All of Phoenix's oil and gas assets are in the Western Desert of Egypt, where Apache has held interests since 1993. With the merger, Apache will hold a 75 percent interest in the Qarun oil field, which is currently producing approximately 6,500 barrels of oil per day and which is expected to produce roughly 35,000 barrels per day following completion of production facilities and a 30-mile pipeline in the fourth quarter. Apache Corporation is a large gas and oil independent with operations in North America and abroad. Its shares are traded on the New York and Chicago stock exchanges. -end- -----END PRIVACY-ENHANCED MESSAGE-----