UNITED STATES
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): October 1, 2010
MARINER ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-32747
(Commission
File Number)
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86-0460233
(I.R.S. Employer
Identification No.) |
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| One BriarLake Plaza, Suite 2000 |
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| 2000 West Sam Houston Parkway South |
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Houston, Texas
(Address of principal executive offices)
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77042
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Registrant’s telephone number, including area code: (713) 954-5500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On October 1, 2010, Mariner Energy, Inc. (“Mariner”) issued a press release announcing the
date and record date for the special meeting of stockholders of Mariner, at which stockholders of
Mariner will consider and vote on, among other things, the proposed Agreement and Plan of Merger,
dated April 14, 2010, as amended, by and among Apache Corporation (“Apache”), ZMZ Acquisitions LLC,
a wholly owned subsidiary of Apache (“Merger Sub”), and Mariner, pursuant to which it is proposed
that Mariner would merge with and into Merger Sub (the “Merger”). The special meeting is scheduled
for November 10, 2010, at 8:00 a.m. Central Time. The record date for stockholders entitled to
vote at the meeting is October 12, 2010.
A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
* * *
Notice to Investors
In connection with the Merger, Mariner and Apache will file a definitive proxy
statement/prospectus and other documents with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT
BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING MARINER, APACHE AND THE
MERGER.
A definitive proxy statement/prospectus will be sent to stockholders of Mariner seeking their
approval of the Merger. Investors and security holders may obtain a free copy of the definitive
proxy statement/prospectus (when available) and other documents filed by Mariner and Apache with
the SEC at the SEC’s website, www.sec.gov. Copies of the documents filed with the SEC by Mariner
will be available free of charge on Mariner’s website at www.mariner-energy.com under the tab
“Investor Information” or by contacting Mariner’s Investor Relations Department at 713-954-5558.
Copies of the documents filed with the SEC by Apache will be available free of charge on Apache’s
website at www.apachecorp.com under the tab “Investors” or by contacting Apache’s Investor
Relations Department at 713-296-6000. You may also read and copy any reports, statements and other
information filed with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC’s website for
further information on its public reference room.
Participants in Solicitation
Mariner, its directors, executive officers and certain members of management and employees
may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from
stockholders of Mariner in connection with the Merger. Information concerning the interests of the
persons who may be “participants” in the solicitation will be set forth in the definitive proxy
statement/prospectus (when available). Information concerning beneficial ownership of Mariner
stock by its directors and certain executive officers is included in its proxy statement dated
March 29, 2010 and subsequent statements of changes in beneficial ownership on file with the SEC.
Apache, its directors, executive officers and certain members of management and employees may,
under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from
stockholders of Mariner in connection with the Merger. Information concerning the interests of the
persons who may be “participants” in the solicitation will be set forth in the definitive proxy
statement/prospectus (when available). Information concerning beneficial ownership of Apache stock
by