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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): June 24, 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
On June 24, 2003, Apache Corporation issued a press release announcing that it
will begin directly marketing its U.S. natural gas production, beginning with
its July production. Apache also announced that Cinergy Marketing and Trading,
LLC and Apache had terminated the marketing arrangement between the two
companies and dismissed the arbitration pending between them. This news release
is filed as Exhibit 99.1 to this report.
On July 3, 2003, Apache announced that it had acquired producing properties on
the Outer Continental Shelf of the Gulf of Mexico from Shell Exploration and
Production Company for $200 million, subject to normal post-closing adjustments,
including adjustment for the exercise by third parties of preferential purchase
rights. The properties were subject to a volumetric production payment, which
was sold by Shell to Morgan Stanley Capital Group, Inc. for $300 million.
Accordingly, Apache will not report any of the volumes delivered to Morgan
Stanley as reserves or production. Apache is recording a liability of
approximately $60 million, representing the estimated costs to operate and
deliver the production to Morgan Stanley. Apache will book proved reserves of
124.6 billion cubic feet (Bcf) of natural gas and 6.6 million barrels of oil,
(which is net of the 68.4 Bcf equivalent production payment as of the
acquisition date). The news release announcing the acquisition is filed as
Exhibit 99.2 to this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated June 24, 2003, "Apache to Expand Gas
Marketing Operations"
99.2 Press Release, dated July 3, 2003, "Apache Buys Gulf of Mexico
Properties from Shell for $200 Million"
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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: July 14, 2003 By: /s/ ROGER B. PLANK
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Roger B. Plank
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press Release, dated June 24, 2003, "Apache to Expand Gas
Marketing Operations"
99.2 Press Release, dated July 3, 2003, "Apache Buys Gulf of
Mexico Properties from Shell for $200 Million"