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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: January 16, 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
Exhibits are filed herewith in connection with the Registration Statement on
Form S-3 (Registration No. 333-32580) filed on March 15, 2000, by Apache
Corporation with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The Registration Statement, amended on March 29, 2000, and
declared effective by the SEC on March 30, 2000, relates to the shelf
registration of certain securities including Apache common stock, par value
$1.25 per share (the "Common Stock"), for delayed or continuous offering
pursuant to Rule 415 under the Act of an aggregate initial offering price not to
exceed $1,000,000,000. Reference is made to the Registration Statement for
further information concerning the terms of the Common Stock and other
securities and the offering thereof.
Exhibits are also filed herewith in connection with the Registration Statement
on Form S-3 (Registration No. 333-75633) filed on April 2, 1999, by Apache
Corporation with the Securities and Exchange Commission under the Securities Act
of 1933, as amended. The Registration Statement, amended on April 8, 1999, and
declared effective by the SEC on April 9, 1999, relates to the shelf
registration of certain securities including Common Stock, for delayed or
continuous offering pursuant to Rule 415 under the Act of an aggregate initial
offering price not to exceed $1,000,000,000. Reference is made to the
Registration Statement for further information concerning the terms of the
Common Stock and other securities and the offering thereof.
On January 16, 2003, Apache entered into a Purchase Agreement, dated January 16,
2003, between Apache and Morgan Stanley & Co. Incorporated, as representative of
the several underwriters named in the Purchase Agreement (the "Underwriters").
The Purchase Agreement is listed under Item 7 as Exhibit 1.1, and is
incorporated herein by reference.
On or about January 22, 2003, and under the Purchase Agreement, Apache will
issue to the Underwriters, offering to the public, 9,430,000 shares of Common
Stock, assuming the exercise of the Underwriters' over-allotment option,
pursuant to the Prospectus Supplement, dated January 16, 2003, to the base
Prospectus, dated March 30, 2000, and the base Prospectus, dated April 9,1999.
The Prospectus Supplement is listed under Item 7 as Exhibit 99.1, 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 Purchase Agreement, dated January 16, 2003, between Apache and
Morgan Stanley & Co. Incorporated.
99.1 Prospectus Supplement, dated January 16, 2003, to Prospectus,
dated March 30, 2000 (relating to the Registration Statement
on Form S-3, Registration No. 333-32580), and to Prospectus,
dated April 9, 1999 (relating to the Registration Statement on
Form S-3, Registration No. 333-75633).
99.2 Press Release, dated January 16, 2003, "Apache Announces
Pricing of Equity Offering."
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ITEM 9. REGULATION FD DISCLOSURE.
Apache Corporation issued a news release on January 16, 2003, in accordance with
SEC Rule 134, announcing that Apache has priced its offering of Common Stock at
a public offering price of $61.00 per share. This news release is furnished as
Exhibit 99.2 to this report.
The information in Item 9 of this report (including the Exhibits described in
Item 9 as furnished with this report) is being furnished, not filed, pursuant to
Regulation FD. Accordingly, the information in Item 9 of this report will not be
incorporated by reference into any registration statement filed by Apache under
the Securities Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference. The furnishing of the information in
Item 9 of this report is not intended to, and does not, constitute a
determination or admission by Apache that the information in Item 9 of this
report is material or complete, or that investors should consider this
information before making an investment decision with respect to any security of
Apache or any of its affiliates.
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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: January 16, 2003 By: /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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1.1 Purchase Agreement, dated January 16, 2003, between Apache and
Morgan Stanley & Co. Incorporated.
99.1 Prospectus Supplement, dated January 16, 2003, to Prospectus,
dated March 30, 2000 (relating to the Registration Statement
on Form S-3, Registration No. 333-32580), and to Prospectus,
dated April 9, 1999 (relating to the Registration Statement on
Form S-3, Registration No. 333-75633).
99.2 Press Release, dated January 16, 2003, "Apache Announces
Pricing of Equity Offering."