SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Section 240.14a-12
APACHE CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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(APACHE LOGO)
ONE POST OAK CENTRAL
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
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TO THE STOCKHOLDERS OF APACHE CORPORATION:
A special meeting of stockholders of Apache Corporation, a Delaware corporation,
will be held on Thursday, December 18, 2003, at 10:00 a.m. (Houston time), at
the offices of the Company, 2000 Post Oak Boulevard, Suite 100, Houston, Texas,
for the following purposes:
1. To amend the Company's Restated Certificate of Incorporation to increase
the number of authorized shares of the Company's common stock from
215,000,000 shares to 430,000,000 shares; and
2. To transact any other business that may properly come before the meeting
or any adjournment thereof.
Holders of record of the Company's common stock as of the close of business on
October 29, 2003 are entitled to notice of, and to vote at, the special meeting.
The Company's stock transfer books will not be closed. A complete list of
stockholders entitled to vote at the special meeting will be available for
examination by any Apache stockholder at 2000 Post Oak Boulevard, Suite 100,
Houston, Texas, for purposes relating to the special meeting, during normal
business hours for a period of ten days before the meeting.
It is important that your shares are represented at the meeting. We encourage
you to designate the proxies named on the enclosed proxy card to vote your
shares on your behalf and per your instructions. This action does not limit your
right to vote in person or to attend the meeting.
By order of the Board of Directors
APACHE CORPORATION
-s- C. L. PEPER
C. L. PEPER
Corporate Secretary
Houston, Texas
November 6, 2003
PROXY STATEMENT TABLE OF CONTENTS
PAGE
----
General..................................................... 1
Purpose of the Special Meeting.............................. 1
Who Can Vote................................................ 1
How to Vote................................................. 1
Voting 401(k) Plan Shares................................... 2
Revoking a Proxy............................................ 2
Quorum and Votes Needed..................................... 2
How the Votes are Counted................................... 2
Approval of Amendment to Restated Certificate of
Incorporation to Authorize Additional Common Stock....... 3
Securities Ownership and Principal Holders.................. 5
Stockholder Proposals....................................... 7
Solicitation of Proxies..................................... 7
APACHE CORPORATION
ONE POST OAK CENTRAL
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
November 6, 2003
PROXY STATEMENT
GENERAL
The board of directors is soliciting proxies to be used at a special meeting of
stockholders of Apache Corporation to be held on December 18, 2003. In this
proxy statement "Apache," "the Company" and "we" refer to Apache Corporation.
This proxy statement and the enclosed proxy card will be mailed on or about
November 6, 2003.
PURPOSE OF THE SPECIAL MEETING
At the special meeting, stockholders will vote on whether to amend the Company's
Restated Certificate of Incorporation to authorize additional shares of the
Company's common stock, as outlined in the accompanying notice of meeting, and
on any other business that properly comes before the meeting, including matters
incident to the conduct of the meeting such as any motion for adjournment or
postponement. As of the date of this proxy statement, the Company is not aware
of any business to come before the meeting other than the approval of the
proposed amendment to the Restated Certificate of Amendment. There are no rights
of appraisal or similar rights of dissenters arising from matters to be acted on
at the meeting.
WHO CAN VOTE
Only stockholders of record holding shares of Apache common stock at the close
of business on the record date, October 29, 2003, are entitled to receive notice
of the special meeting and to vote the shares of Apache common stock they held
on that date. As of October 29, 2003, there were 162,037,849 shares of Apache
common stock issued and outstanding. Holders of Apache common stock are entitled
to one vote per share. The enclosed proxy card shows the number of shares that
you are entitled to vote.
Apache currently has outstanding one series of preferred stock -- the 5.68%
Cumulative Preferred Stock, Series B (the "Series B Preferred Stock"). The
holders of the depositary shares, each representing 1/10th of a share of Series
B Preferred Stock, are not entitled to any voting rights, except under certain
circumstances relating to non-payment of dividends on the Series B Preferred
Stock. As of the date of this proxy statement, all dividend payments on the
Series B Preferred Stock were current.
HOW TO VOTE
If your shares of Apache common stock are held by a broker, bank or other
nominee (in "street name"), you will receive instructions from them on how to
vote your shares.
If you hold shares of Apache common stock in your own name (as a "stockholder of
record"), you may give instructions on how your shares are to be voted by:
- marking, signing, dating and returning the enclosed proxy card in the
postage-paid envelope provided.
1
- using the toll-free telephone number or Internet voting site listed on
the enclosed proxy card. Specific directions for using the telephone and
Internet voting systems are shown on the proxy card.
When using telephone or Internet voting, the systems verify that you are a
stockholder through the use of a company number for Apache and a unique control
number for you. IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL THE
ENCLOSED PROXY CARD.
Whichever of these methods you use to transmit your instructions, your shares of
Apache common stock will be voted as you direct. If you sign and return the
enclosed proxy card or otherwise designate the proxies named on the proxy card
to vote on your behalf, but do not specify how to vote, your shares will be
voted FOR the proposed amendment. If other matters of business not presently
known are properly raised at the meeting, the proxies will vote on the matters
in accordance with their best judgment.
VOTING 401(k) PLAN SHARES
If you are an employee or former employee participating in the Apache 401(k)
Savings Plan and have shares of Apache common stock credited to your plan
account as of the record date, such shares are shown on the enclosed proxy card
and you have the right to direct the plan trustee regarding how to vote those
shares. The trustee for the 401(k) plan is Fidelity Management Trust Company.
The trustee will vote the shares in your plan account in accordance with your
instructions. If you do not send instructions (by voting your shares as provided
above under "How to Vote") or if your proxy card is not received by December 15,
2003, the shares credited to your account will be voted by the trustee in the
same proportion as it votes shares for which it did receive timely instructions.
REVOKING A PROXY
You may revoke a proxy before it is voted by submitting a new proxy with a later
date (by mail, telephone or Internet), by voting at the meeting, or by filing a
written revocation with Apache's corporate secretary. Your attendance at the
special meeting will not automatically revoke your proxy.
QUORUM AND VOTES NEEDED
The presence at the special meeting, in person or by proxy, of the holders of a
majority of the shares of Apache common stock outstanding on the record date
will constitute a quorum, permitting the business of the meeting to be
conducted. The affirmative vote of a plurality of the votes cast at the special
meeting is required for the approval of the proposed amendment.
HOW THE VOTES ARE COUNTED
Representatives of Wells Fargo Bank Minnesota, N.A. will tabulate the votes and
act as inspectors of election. A properly signed proxy marked to "withhold"
authority for the approval of the proposed amendment will be counted for quorum
purposes but not for voting purposes. If you are present or represented by proxy
at the special meeting and you abstain, your abstention, as well as broker
non-votes, are not counted as votes cast on any matter to which they relate.
2
APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
TO AUTHORIZE ADDITIONAL COMMON STOCK
(PROPOSAL NO. 1 ON PROXY CARD)
TERMS AND REASON FOR AMENDMENT
The authorized capital stock of the Company presently consists of 220,000,000
shares which are divided into 215,000,000 shares of common stock, par value of
$1.25 per share, and 5,000,000 shares of no par value preferred stock. On
September 11, 2003, the board of directors conditionally approved a two-for-one
stock split to be effected in the form of a stock dividend of one share of
common stock for each currently issued share of common stock, payable on January
14, 2004, to stockholders of record of the Company on December 31, 2003. The
Company does not currently have a sufficient number of authorized but unissued
shares of common stock available to effectuate the stock split, so it is
conditioned upon, and shall be due and payable only upon, approval by the
stockholders of the proposed amendment, the filing of the necessary documents
with the Delaware Secretary of State to amend the Restated Certificate of
Incorporation, and compliance with all applicable laws, regulations, and rules
of the New York and Chicago Stock Exchanges.
The board of directors has unanimously adopted a resolution setting forth a
proposed amendment to Article Fourth of the Company's Restated Certificate of
Incorporation that would double the number of authorized shares of common, with
the authorized shares of common stock increased from 215,000,000 shares of
common stock with a par value of $1.25 per share to 430,000,000 shares of common
stock with a par value of $0.625 per share. The resolution adopted by the board
of directors, which is being presented for approval by the stockholders at the
special meeting, recommended that the Company's Restated Certificate of
Incorporation be amended to replace the current first paragraph of Article
Fourth with a new first paragraph of Article Fourth reading in its entirety as
follows:
"FOURTH. The total number of shares of all classes of stock which this
Company shall have authority to issue is 435,000,000 which shall be divided
into (a) 430,000,000 shares of common stock having a par value of $0.625
per share and (b) 5,000,000 shares of no par value preferred stock."
BOARD RECOMMENDATION
The board of directors believes that the proposed amendment to increase the
number of authorized shares of common stock is in the best interests of the
Company and stockholders and recommends that stockholders vote FOR the proposed
amendment.
3
INFORMATION ON FUTURE ISSUANCE OF SHARES
Although shares authorized over and above the number required to fund the stock
split described above would be available for issuance for other corporate
purposes without further action by the stockholders, unless required by the
Company's Restated Certificate of Incorporation or Bylaws, by the rules of any
stock exchange on which the common stock may be listed, or by applicable law,
the board of directors has no present plans to issue any additional shares of
common stock, except for the funding of the stock split described above and
routine issuances of reserved shares to employees and directors in connection
with the exercise of stock options, the vesting of restricted stock, and the
Company's deferred compensation plans.
In the event additional shares of common stock are issued by the Company,
existing holders of shares of common stock would have no preemptive rights under
the Company's Restated Certificate of Incorporation or otherwise to purchase any
of such shares. It is possible that shares of common stock may be issued at a
time and under circumstances that may dilute the voting power of existing
stockholders, decrease earnings per share and decrease the book value per share
of shares presently held.
4
SECURITIES OWNERSHIP AND PRINCIPAL HOLDERS
The following table sets forth, as of September 30, 2003, the beneficial
ownership of each director of the Company, the chief executive officer, the four
other most highly compensated executive officers, and all directors and
executive officers of the Company as a group. All ownership information is based
upon filings made by those persons with the Securities and Exchange Commission
and upon information provided to the Company. (All share numbers in the table
and footnotes have been adjusted for the stock dividends.)
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AMOUNT AND PERCENT OF
NATURE OF BENEFICIAL CLASS
TITLE OF CLASS NAME OF BENEFICIAL OWNER OWNERSHIP(1) OUTSTANDING
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Common Stock, par value
$1.25 Frederick M. Bohen 10,251(2)(3) *
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G. Steven Farris 499,054(4)(5)(6)(7) *
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Randolph M. Ferlic 257,486(2)(8) *
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Eugene C. Fiedorek 27,705(2) *
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A. D. Frazier, Jr. 6,692(2) *
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Patricia Albjerg Graham 1,937(2)(3) *
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John A. Kocur 32,926(2) *
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George D. Lawrence 14,768(2)(3) *
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F. H. Merelli 11,965(2)(3)(6) *
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Rodman D. Patton 8,822(2) *
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Charles J. Pitman 5,216(2) *
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Raymond Plank 510,974(4)(5)(6)(7) *
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Jay A. Precourt 1,110(2) *
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Roger B. Plank 296,537(4)(5)(6)(7) *
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Lisa A. Stewart 126,785(4)(5)(6)(7) *
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John A. Crum 105,428(4)(5)(6)(7) *
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All directors and executive officers as a
group (including the above named persons) 2,639,123(4)(5)(6)(7) 1.63
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* Represents less than one percent of outstanding shares of common stock.
(1) All ownership is sole and direct unless otherwise noted. Inclusion of any
common shares not owned directly shall not be construed as an admission of
beneficial ownership. Fractional shares have been rounded to the nearest
whole share.
(2) Includes restricted common shares awarded under the Company's Equity
Compensation Plan for Non-Employee Directors.
(3) Includes the following common share equivalents related to retainer fees
deferred under the Company's Non-Employee Directors' Compensation Plan: Mr.
Bohen -- 3,810; Dr. Graham -- 437; Mr. Lawrence -- 2,195; and Mr.
Merelli -- 293.
(footnotes continued on following page)
5
(4) Includes the following common stock equivalents held through the Company's
Deferred Delivery Plan: Mr. Farris -- 4,034; Mr. Raymond Plank -- 55,064;
Mr. Roger Plank -- 18,330; Ms. Stewart -- 2,600; Mr. Crum -- 1,415; and all
directors and executive officers as a group -- 100,832.
(5) Includes the following common shares issuable upon the exercise of
outstanding employee stock options which are exercisable within 60 days: Mr.
Farris -- 236,194; Mr. Raymond Plank -- 271,886; Mr. Roger Plank -- 176,539;
Ms. Stewart -- 97,365; Mr. Crum -- 80,183; and all directors and executive
officers as a group -- 1,430,781.
(6) Includes shares held by the trustee of the Company's 401(k) Savings Plan and
related Non-Qualified Retirement/Savings Plan: Mr. Farris -- 33,883; Mr.
Merelli -- 8,075; Mr. Raymond Plank -- 3,133; Mr. Roger Plank -- 25,906; Ms.
Stewart -- 18,303; Mr. Crum -- 16,070; and all directors and executive
officers as a group -- 155,680.
(7) Includes the following restricted stock units (each equivalent to one share
of common stock) granted under the Company's Executive Restricted Stock
Plan: Mr. Farris -- 19,613; Mr. Raymond Plank -- 19,613; Mr. Roger
Plank -- 9,743; Ms. Stewart -- 8,403; Mr. Crum -- 7,273; and all directors
and executive officers as a group -- 140,218.
(8) Includes 6,930 common shares owned directly by Ferlic Investments, Ltd. in
which Dr. Ferlic owns a 36-percent interest. Also includes a total of 10,545
common shares held by Dr. Ferlic's daughters, son and grandchildren, as to
which he has some power of disposition, but disclaims beneficial ownership.
As of September 30, 2003, the Company knows of no person or entity owning more
than five percent of outstanding shares of the Company's common stock, based on
reports filed with the Securities and Exchange Commission.
6
STOCKHOLDER PROPOSALS
No proposals were submitted by stockholders for consideration at the special
meeting. If you wish to submit a proposal for possible inclusion in the
Company's 2004 proxy statement, we must receive your notice (at 2000 Post Oak
Boulevard, Suite 100, Houston, Texas 77056-4400, attention: Corporate
Secretary), in accordance with rules of the Securities and Exchange Commission,
on or before November 28, 2003.
SOLICITATION OF PROXIES
Solicitation of proxies for use at the special meeting may be made in person or
by mail, telephone or telegram, by directors, officers and regular employees of
the Company. These persons will receive no special compensation for any
solicitation activities. The Company has requested banking institutions,
brokerage firms, custodians, trustees, nominees and fiduciaries to forward
solicitation materials to the beneficial owners of shares of the Company's
common stock for whom they are record holder, and the Company will, upon
request, reimburse reasonable forwarding expenses. The Company has retained
Georgeson Shareholder Communications Inc. to assist in soliciting proxies from
brokers, bank nominees and other institutional holders for a fee not to exceed
$7,500, plus expenses. All costs of the solicitation will be borne by the
Company.
By order of the Board of Directors
APACHE CORPORATION
-s- C. L. PEPER
C. L. PEPER
Corporate Secretary
NOTE: STOCKHOLDERS ARE REQUESTED TO PROMPTLY VOTE THEIR SHARES USING ONE OF THE
METHODS EXPLAINED ON PAGES 1 AND 2 OF THIS PROXY STATEMENT.
7
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NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
DECEMBER 18, 2003
AND PROXY STATEMENT
(APACHE LOGO)
ONE POST OAK CENTRAL
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS 77056-4400
(LOGO)Printed on recycled paper.
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APACHE CORPORATION
SPECIAL MEETING OF STOCKHOLDERS
THURSDAY, DECEMBER 18, 2003
10:00 A.M.
OFFICES OF APACHE CORPORATION
2000 POST OAK BOULEVARD, SUITE 100
HOUSTON, TEXAS
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APACHE CORPORATION - 2003 PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned appoints Raymond Plank, G. Steven Farris, and Roger B. Plank as
Proxies, with the power of substitution, and authorizes them to represent the
undersigned at the special meeting of stockholders to be held December 18, 2003,
or any adjournment thereof, and to vote all the shares of common stock of Apache
Corporation held of record by the undersigned on October 29, 2003, as designated
on the reverse side.
This Proxy, when properly executed, will be voted in the manner directed by the
undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" THE AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION.
For participants in the Apache 401(k) Savings Plan, this proxy, when properly
executed, will be voted in the manner directed by the undersigned. If no
direction is given, if the card is not signed, or if the card is not received by
December 15, 2003, the shares credited to your account will be voted in
proportion to directions received by Fidelity, the plan trustee.
See reverse side for voting instructions.
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COMPANY #
CONTROL #
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THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY TELEPHONE - TOLL FREE - 1-800-240-6326 - QUICK *** EASY *** IMMEDIATE
o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days
a week, until 12:00 noon (Central Time) on December 17, 2003.
o You will be prompted to enter your 3-digit Company Number, your 7-digit
Control Number (these numbers are located on the proxy card) and the
last 4-digits of the U.S. Social Security Number or Tax Identification
Number for this account. If you do not have a U.S. SSN or TIN please
enter 4 zeros.
o Follow the simple instructions provided.
VOTE BY INTERNET - HTTP://WWW.EPROXY.COM/APA/ - QUICK *** EASY *** IMMEDIATE
o Use the Internet to vote your proxy 24 hours a day, 7 days a week,
until 12:00 noon (Central Time) on December 17, 2003.
o You will be prompted to enter your 3-digit Company Number, your 7-digit
Control Number (these numbers are located on the proxy card) and the
last 4-digits of the U.S. Social Security Number or Tax Identification
Number for this account to obtain your records and create an electronic
ballot. If you do not have a U.S. SSN or TIN please leave blank.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
provided or return it to Apache Corporation, c/o Shareowner ServicesSM, P.O. Box
64873, St. Paul, MN 55164-0873.
IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
o Please detach here o
THE DIRECTORS RECOMMEND A VOTE "FOR" ITEM 1.
1. Amendment of Restated Certificate of Incorporation to increase the
Number of Authorized Shares of the Company's Common Stock from
215,000,000 Shares to 430,000,000 Shares
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. The Proxies are authorized to vote in their best judgment upon such
other business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.
Address Change? Mark Box [ ] Date
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Indicate change below:
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Signature(s) In Box
Please sign exactly as your name(s)
appears on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc.
should include title and authority.
Corporations should provide full
name of corporation and title of
authorized officer signing the
proxy.