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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):
January 13, 2003 (January 11, 2003)
APACHE CORPORATION
(Exact name of registrant as specified in Charter)
DELAWARE 1-4300 41-0747868
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
ONE POST OAK CENTRAL
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
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ITEM 5. OTHER EVENTS
Exhibits are filed herewith in connection with the Registration Statement on
Form S-3 (Registration No. 333-32580) filed on March 15, 2000, by Apache
Corporation with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The Registration Statement, amended on March 29, 2000, and
declared effective by the SEC on March 30, 2000, relates to the shelf
registration of certain securities including Apache common stock, par value
$1.25 per share, for delayed or continuous offering pursuant to Rule 415 under
the Act of an aggregate initial offering price not to exceed $1,000,000,000.
Reference is made to the Registration Statement for further information
concerning the terms of the common stock and other securities and the offering
thereof.
As described in the Preliminary Prospectus Supplement, dated January 13, 2003,
to the Prospectus dated March 30, 2000, Apache expects to issue 6,200,000 shares
of its common stock to Morgan Stanley & Co. Incorporated, as representative for
the underwriters, for offering to the public. Apache has granted to the
underwriters an option to purchase up to 930,000 additional shares of common
stock to cover over-allotments, if any. The Preliminary Prospectus Supplement,
dated January 13, 2003, to the Prospectus dated March 30, 2000, is listed under
Item 7 as Exhibit 99.1 and is incorporated herein by reference.
On January 11, 2003, (i) a Purchase and Sale Agreement, by and between Apache
Corporation and BP Exploration & Production Inc., for the sale and purchase of
BP's interests in 61 producing fields, including 113 blocks, in the Gulf of
Mexico, and (ii) a Sale and Purchase Agreement, by and between Apache North Sea
Limited and BP Exploration Operating Company Limited, for the purchase and sale
of BP's interests in two producing fields in the North Sea, were signed. The
Purchase and Sale Agreement relating to the Gulf of Mexico properties is listed
under Item 7 as Exhibit 2.1 and is incorporated herein by reference. The Sale
and Purchase Agreement relating to the North Sea properties is listed under Item
7 as Exhibit 2.2 and is incorporated herein by reference. Apache Corporation
also signed a Deed of Guaranty and Indemnity, dated January 11, 2003, in favor
of BP Exploration Operating Company Limited relating to the acquisition of the
North Sea properties, which is listed under Item 7 as Exhibit 10.1 and is
incorporated herein by reference.
The BP transactions have received all necessary corporate approvals by Apache
and BP and are not conditioned upon financing, but are subject to customary
closing conditions, regulatory approvals under the U.S. Hart-Scott-Rodino Act
and, in the case of the North Sea properties, U.K. regulatory and other
approvals. Both agreements will be effective as of January 1, 2003, with the
purchase of the Gulf of Mexico properties scheduled to close late in the first
quarter of 2003 and the purchase of the North Sea properties scheduled to close
late in the second quarter of 2003. Apache expects to complete the transactions
as scheduled. However, there can be no assurance that the transactions will be
completed as expected until both are actually consummated.
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The total purchase price for all of the properties being acquired is
$1,300,000,000, with $670,000,000 being allocated to the Gulf of Mexico
properties and the remaining $630,000,000 being allocated to the properties in
the North Sea. The actual purchase price payable upon the closing of each
purchase will be reduced by the net cash flow from the properties, and increased
by interest on the purchase price, from January 1, 2003, until the date of
closing. The purchase price is also subject to customary closing adjustments.
Owners of working interests in certain Gulf of Mexico properties have
preferential purchase rights which, if exercised, would reduce the interests
Apache purchases in those properties and the purchase price Apache would pay.
Neither acquisition is conditioned upon consummation of the other acquisition.
Within 15 days of the closing of each transaction, Apache will file a current
report under Item 2 of Form 8-K and within 60 days after such filing, if
required, the financial statements and pro forma financial information under
Item 7 of Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS. In accordance with Rule 601(b)(2) of Regulation S-K, the
registrant agrees to furnish supplementally a copy of any omitted schedule to
the Commission upon request.
EXHIBIT NO. DESCRIPTION
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2.1 Purchase and Sale Agreement, dated January 11, 2003, by and
between Apache Corporation, as Buyer, and BP Exploration &
Production Inc., as Seller.
2.2 Sale and Purchase Agreement, dated January 11, 2003, by and
between Apache North Sea Limited, as Buyer, and BP
Exploration Operating Company Limited, as Seller.
10.1 Deed of Guaranty and Indemnity, dated January 11, 2003, made
by Apache Corporation in favor of BP Exploration Operating
Company Limited.
99.1 Preliminary Prospectus Supplement, dated January 13, 2003,
to Prospectus dated March 30, 2000 (relating to the
Registration Statement on Form S-3, Registration No.
333-32580).
99.2 Press Release, dated January 13, 2003, "Apache to Offer 6.2
Million Shares of Common Stock."
99.3 Press Release, dated January 13, 2003, "Apache to Acquire BP
Properties for $1.3 Billion; Legacy North Sea and Gulf of
Mexico Assets."
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ITEM 9. REGULATION FD DISCLOSURE
Apache Corporation issued a news release on January 13, 2003, in accordance with
SEC Rule 134, announcing that Apache has filed a Preliminary Prospectus
Supplement dated January 13, 2003, to the Prospectus dated March 30, 2000, with
the SEC relating to the proposed public offering of Apache's common stock. This
news release is furnished as Exhibit 99.2 to this report.
Apache issued a second news release on January 13, 2003, announcing that Apache
is to acquire certain Gulf of Mexico and North Sea properties from BP. This news
release is furnished as Exhibit 99.3 to this report. This news release also
announces that, on January 13, 2003, at 9:30 a.m. Central Standard Time, Apache
will have a live webcast of its conference call regarding the BP transaction.
The webcast may be accessed at Apache's website at www.apachecorp.com.
The information in Item 9 of this report (including the Exhibits described in
Item 9 as furnished with this report) is being furnished, not filed, pursuant to
Regulation FD. Accordingly, the information in Item 9 of this report will not be
incorporated by reference into any registration statement filed by Apache under
the Securities Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference. The furnishing of the information in
Item 9 of this report is not intended to, and does not, constitute a
determination or admission by Apache that the information in Item 9 of this
report is material or complete, or that investors should consider this
information before making an investment decision with respect to any security of
Apache or any of its affiliates.
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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: January 13, 2003 By: /s/ ERIC L. HARRY
Eric L. Harry
Vice President and Associate
General Counsel
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Purchase and Sale Agreement, dated January 11, 2003, by and
between Apache Corporation, as Buyer, and BP Exploration &
Production Inc., as Seller.
2.2 Sale and Purchase Agreement, dated January 11, 2003, by and
between Apache North Sea Limited, as Buyer, and BP
Exploration Operating Company Limited, as Seller.
10.1 Deed of Guaranty and Indemnity, dated January 11, 2003, made
by Apache Corporation in favor of BP Exploration Operating
Company Limited.
99.1 Preliminary Prospectus Supplement, dated January 13, 2003,
to Prospectus dated March 30, 2000 (relating to the
Registration Statement on Form S-3, Registration No.
333-32580).
99.2 Press Release, dated January 13, 2003, "Apache to Offer 6.2
Million Shares of Common Stock."
99.3 Press Release, dated January 13, 2003, "Apache to Acquire BP
Properties for $1.3 Billion; Legacy North Sea and Gulf of
Mexico Assets."