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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 2)
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 18, 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)
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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The undersigned registrant, Apache Corporation ("Apache"), hereby amends Item 7.
"Financial Statements, Pro Forma Financial Information and Exhibits" of its
Current Report on Form 8-K, dated March 18, 2003 and filed on April 17, 2003, as
follows:
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENT OF BUSINESSES ACQUIRED.
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Audited Statement of Combined Revenues and Direct Operating Expenses for the Oil
and Gas Properties (the "BP Properties") purchased by Apache Corporation from
subsidiaries of BP p.l.c. (referred to collectively as "BP") for the year ended
December 31, 2002, and the related notes thereto, together with the Report of
Independent Auditors of Ernst & Young LLP concerning the Statement and related
notes. Copies of such Audited Statement of Combined Revenues and Direct
Operating Expenses for the Oil and Gas Properties are attached hereto as Exhibit
99.4.
(b) PRO FORMA FINANCIAL INFORMATION.
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Unaudited Pro Forma Consolidated Condensed Statement of Operations of Apache
Corporation and Subsidiaries, for the quarter ended March 31, 2003, the
Unaudited Pro Forma Consolidated Condensed Balance Sheet of Apache Corporation
and Subsidiaries, as of March 31, 2003, and the related notes thereto, to show
the pro forma effects of Apache's acquisition of the BP Properties. Copies of
such financial statements are attached hereto as Exhibit 99.5. The financial
statements contained in Exhibit 99.5 incorporate by reference the financial
statements of Apache Corporation and Subsidiaries contained in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002.
(c) EXHIBITS.
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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 (incorporated by reference to
Apache's Current Report on Form 8-K dated January 11, 2003,
filed on January 13, 2003, SEC File No. 1-4300).
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 (incorporated by
reference to Apache's Current Report on Form 8-K dated January
11, 2003, filed on January 13, 2003, SEC File No. 1-4300).
*23.1 Consent of Ernst & Young LLP.
**99.1 Press Release, dated March 18, 2003, "Apache Closes Purchase
of Gulf of Mexico Assets From BP."
1
**99.2 Press Release, dated April 2, 2003, "Apache Closes UK North
Sea Acquisition From BP."
99.3 Final Prospectus Supplement dated January 22, 2003
(incorporated by reference to Apache's filing pursuant to Rule
424(B)(2) on January 17, 2003, Registration Nos. 333-75633 and
333-32580).
*99.4 Audited Statement of Combined Revenues and Direct Operating
Expenses for the Oil and Gas Properties (the "BP Properties")
purchased by Apache Corporation from subsidiaries of BP p.l.c.
(referred to collectively as "BP") for the year ended December
31, 2002, and the related notes thereto, together with the
Report of Independent Auditors of Ernst & Young LLP concerning
the Statement and related notes.
*99.5 Unaudited Pro Forma Consolidated Condensed Statement of
Operations of Apache Corporation and Subsidiaries, for the
quarter ended March 31, 2003, the Unaudited Pro Forma
Consolidated Condensed Balance Sheet of Apache Corporation and
Subsidiaries, as of March 31, 2003, and the related notes
thereto, to show the pro forma effects of Apache's acquisition
of the BP Properties. The financial statements contained
herein incorporate by reference the financial statements of
Apache Corporation and Subsidiaries contained in its Annual
Report on Form 10-K for the fiscal year ended December 31,
2002.
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* filed herewith
** previously filed
2
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 23, 2004 /s/ Eric L. Harry
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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 (incorporated by reference to
Apache's Current Report on Form 8-K dated January 11, 2003,
filed on January 13, 2003, SEC File No. 1-4300).
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 (incorporated by
reference to Apache's Current Report on Form 8-K dated January
11, 2003, filed on January 13, 2003, SEC File No. 1-4300).
*23.1 Consent of Ernst & Young LLP.
**99.1 Press Release, dated March 18, 2003, "Apache Closes Purchase
of Gulf of Mexico Assets From BP."
**99.2 Press Release, dated April 2, 2003, "Apache Closes UK North
Sea Acquisition From BP."
99.3 Final Prospectus Supplement dated January 22, 2003
(incorporated by reference to Apache's filing pursuant to Rule
424(B)(2) on January 17, 2003, Registration Nos. 333-75633 and
333-32580).
*99.4 Audited Statement of Combined Revenues and Direct Operating
Expenses for the Oil and Gas Properties (the "BP Properties")
purchased by Apache Corporation from subsidiaries of BP p.l.c.
(referred to collectively as "BP") for the year ended December
31, 2002, and the related notes thereto, together with the
Report of Independent Auditors of Ernst & Young LLP concerning
the Statement and related notes.
*99.5 Unaudited Pro Forma Consolidated Condensed Statement of
Operations of Apache Corporation and Subsidiaries, for the
quarter ended March 31, 2003, the Unaudited Pro Forma
Consolidated Condensed Balance Sheet of Apache Corporation and
Subsidiaries, as of March 31, 2003, and the related notes
thereto, to show the pro forma effects of Apache's acquisition
of the BP Properties. The financial statements contained
herein incorporate by reference the financial statements of
Apache Corporation and Subsidiaries contained in its Annual
Report on Form 10-K for the fiscal year ended December 31,
2002.
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* filed herewith
** previously filed