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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): April 8, 2002
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
On June 26, 1998, Apache filed a Registration Statement on Form S-3
(Registration No. 333-57785) with the Securities and Exchange Commission ("SEC")
under the Securities Act of 1933, as amended (the "Act"). The Registration
Statement was declared effective by the SEC on July 6, 1998, and covers debt
securities and other securities of Apache for delayed or continuous offering
pursuant to Rule 415 under the Act for an aggregate initial offering price not
to exceed US $500 million. The Registration Statement contains further
information concerning the terms and offering of the debt securities. Apache
will issue the debt securities under an indenture dated February 15, 1996 (the
"Indenture"), as amended and supplemented by that certain First Supplemental
Indenture dated as of November 5, 1996 (the "Supplemental Indenture"), between
Apache and JP Morgan Chase Bank, formerly known as The Chase Manhattan Bank, as
trustee.
On or about April 8, 2002, and under a Terms Agreement dated April 8, 2002 and
the Underwriting Agreement Basic Terms incorporated by reference therein
(collectively, the "Underwriting Agreement"), by and among Apache and Banc of
America Securities LLC, JP Morgan Securities Inc., BNP Paribas Securities Corp.,
Deutsche Bank Securities Inc., RBC Dominion Securities Corporation, Salomon
Smith Barney Inc., Banc One Capital Markets, Inc., First Union Securities, Inc.,
Scotia Capital (USA) Inc., SG Cowen Securities Corporation and TD Securities
(USA) Inc. (the "Underwriters"), Apache will issue to the Underwriters, for
offering to the public, US $400 million principal amount of 6 1/4% Notes due
2012 (the "Notes") under the Indenture, as supplemented by the Supplemental
Indenture, pursuant to the Prospectus Supplement, dated April 8, 2002, to the
Prospectus, dated July 6, 1998. Apache will issue the notes in the form of a
global note. The Underwriting Agreement, the Indenture, the Supplemental
Indenture, the form of the notes, a Statement of Computation of Ratios of
Earnings to Fixed Charges and Combined Fixed Charges and Preferred Stock
Dividends and the Prospectus Supplement are listed under Item 7 as Exhibits
1.1, 4.1, 4.2, 4.3, 12.1 and 99.1, respectively, and are incorporated herein by
reference.
Apache's press release, dated April 8, 2002 and related to the notes, is listed
under Item 7 as Exhibit 99.2 and is incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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*1.1 Terms Agreement, dated April 8, 2002, and the Underwriting
Agreement Basic Terms, between Apache and the Underwriters.
*4.1 Indenture dated February 15, 1996, by and between Apache and
JP Morgan Chase Bank, formerly known as The Chase Manhattan
Bank, as trustee.
*4.2 First Supplemental Indenture dated as of November 5, 1996 by
and between Apache and JP Morgan Chase Bank, formerly known as
The Chase Manhattan Bank, as trustee.
*4.3 Form of 6 1/4% Notes due 2012.
*12.1 Statement of Computation of Ratios of Earnings to Fixed
Charges and Combined Fixed Charges and Preferred Stock
Dividends.
99.1 Prospectus Supplement, dated April 8, 2002, to the Prospectus,
dated July 6, 1998 (incorporated by reference to filing under
Rule 424(b) made April 10, 2002 and relating to Registration
Statement on Form S-3, Registration No. 333-57785).
*99.2 Press Release, dated April 8, 2002, "Apache Sells $400 Million
of 10-Year Notes Yielding 6.347 Percent".
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* filed herewith
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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: April 11, 2002 /s/ Z. S. KOBIASHVILI
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Z. S. Kobiashvili
Senior Vice President and General Counsel
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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*1.1 Terms Agreement, dated April 8, 2002, and the Underwriting
Agreement Basic Terms, between Apache and the Underwriters.
*4.1 Indenture dated February 15, 1996, by and between Apache and
JP Morgan Chase Bank, formerly known as The Chase Manhattan
Bank, as trustee.
*4.2 First Supplemental Indenture dated as of November 5, 1996 by
and between Apache and JP Morgan Chase Bank, formerly known as
The Chase Manhattan Bank, as trustee.
*4.3 Form of 6 1/4% Notes due 2012.
*12.1 Statement of Computation of Ratios of Earnings to Fixed
Charges and Combined Fixed Charges and Preferred Stock
Dividends.
99.1 Prospectus Supplement, dated April 8, 2002, to the Prospectus,
dated July 6, 1998 (incorporated by reference to filing under
Rule 424(b) made April 10, 2002 and relating to Registration
Statement on Form S-3, Registration No. 333-57785).
*99.2 Press Release, dated April 8, 2002, "Apache Sells $400 Million
of 10-Year Notes Yielding 6.347 Percent".
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* filed herewith