UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
APACHE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 41-0747868
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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2000 POST OAK BOULEVARD
SUITE 100
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
CHICAGO STOCK EXCHANGE
NASDAQ NATIONAL MARKET
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.[X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box.[ ]
Securities Act registration statement file number to which this form relates:
None.
Securities to be registered pursuant to Section 12(g) of the Act: None.
(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Reference is hereby made to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 24, 1996 (the "Registration Statement") by Apache Corporation, a Delaware corporation (the "Company"), relating to the rights distributed to the stockholders of the Company (the "Rights") in connection with the Rights Agreement (the "Rights Agreement"), dated as of January 31, 1996, between the Company and Wells Fargo Bank, N.A. (formerly Norwest Bank Minnesota, N.A.), as Rights Agent (the "Rights Agent").
The Registration Statement is hereby amended by adding the following text after the last paragraph of the Registration Statement:
The Company and the Rights Agent have entered into Amendment No. 1 to Rights Agreement, dated as of January 31, 2006 (the "First Amendment"). The First Amendment amends the Rights Agreement to:
- change the "Final Expiration Date" to January 31, 2016;
- reset the Rights trading with each share of the Common Stock to one Right per share (eliminating the cumulative effect of prior recapitalizations such as stock dividends on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock); and
- eliminate adjustments in the number of Rights per share for future stock dividends on the Common Stock payable in shares of Common Stock or subdivisions, consolidations or combinations of the Common Stock.
The preceding summary of the principal terms of the First Amendment is a general description only and is subject to the detailed terms and conditions of the First Amendment, which is incorporated herein by reference to Exhibit 4.4 to this Registration Statement on Form 8-A/A.
ITEM 2. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
4.1 Rights Agreement, dated as of January 31, 1996, between the
Company and Norwest Bank Minnesota, N. A., Rights Agent (filed
previously).
4.2 Specimen of the Right Certificate. A form of the Right
Certificate is included as an attachment to Amendment No. 1 to
Rights Agreement, dated as of January 31, 2006 (pages B-1
through B-6) and is incorporated herein by reference (included
herewith in Exhibit 4.4).
4.3 Form of Letter to Shareholders, dated January 31, 1996, and
attached Summary of Rights (filed previously).
4.4 Amendment No. 1 to Rights Agreement, dated as of January 31,
2006, by and between the Company and Wells Fargo Bank, N.A.
(successor to Norwest Bank Minnesota, N.A.), as Rights Agent
(filed herewith).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
APACHE CORPORATION
By: /s/ Roger B. Plank
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Roger B. Plank
Executive Vice President and
Chief Financial Officer
Date: January 31, 2006
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INDEX OF EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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4.1 Rights Agreement, dated as of January 31, 1996, between the
Company and Norwest Bank Minnesota, N. A., Rights Agent (filed
previously).
4.2 Specimen of the Right Certificate. A form of the Right
Certificate is included as an attachment to Amendment No. 1 to
the Rights Agreement, dated as of January 31, 2006 (pages B-1
through B-6) and is incorporated herein by reference (included
herewith in Exhibit 4.4).
4.3 Form of Letter to Shareholders, dated January 31, 1996, and
attached Summary of Rights (filed previously).
4.4 Amendment No. 1 to Rights Agreement, dated as of January 31,
2006, by and between the Company and Wells Fargo Bank, N.A.
(successor to Norwest Bank Minnesota, N.A.), as Rights Agent
(filed herewith).
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Exhibit 4.4
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of January 31, 2006, to the Rights Agreement dated as of January 31, 1996 (the "Agreement"), between Apache Corporation, a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A. (successor to Norwest Bank Minnesota, N.A., the "Rights Agent").
The Company has approved the amendment to the Agreement set forth below. Accordingly, in consideration of the premises and mutual agreements herein set forth, the parties hereby agree as follows:
FIRST: The first paragraph of Section 7 of the Agreement is hereby amended to read in its entirety as follows:
"(a) Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one ten-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at any time which is both after the Distribution Date and prior to the time (the "Expiration Date") that is the earliest of (i) the Close of Business on January 31, 2016 (the "Final Expiration Date"), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the "Redemption Date") or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof."
SECOND: Section 11(m) of the Agreement is hereby amended to read in its entirety as follows:
"Effective as of January 31, 2006, each 0.4329 Rights associated with each share of Common Stock is reclassified into one whole Right, such that, notwithstanding the provisions of Section 11(m) of this Agreement as applied prior to such date, as of and from such date, until subsequently adjusted in accordance with the provisions hereof, each share of Common Stock has associated with it one whole Right."
THIRD: The form of Right Certificate attached to the Agreement as Exhibit B shall be replaced in its entirety by the form of the Right Certificate attached hereto.
FOURTH: This Amendment shall be effective as of the date hereof.
FIFTH: Except as set forth above, the provisions of the Agreement shall remain in full force and effect.
SIXTH: This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such state applicable to contracts to be made and performed entirely within such state. This Amendment may be executed in any number of counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal, or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, implied or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed prior to the close of business on January 31, 2006.
APACHE CORPORATION
By: /s/ Roger B. Plank
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Name: Roger B. Plank
Title: Executive Vice President and
Chief Financial Officer
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WELLS FARGO BANK, N.A.
By: /s/ Barbara M. Novak
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Name: Barbara M. Novak
Title: Vice President
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EXHIBIT B
Form of Right Certificate
Certificate No. R- ____
NOT EXERCISABLE AFTER JANUARY 31, 2016 OR EARLIER IF REDEMPTION OR EXCHANGE OCCURS. THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE.
Right Certificate
APACHE CORPORATION
This certifies that _______________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of January 31, 1996, as the same may be amended from time to time (the "Rights Agreement"), between Apache Corporation, a Delaware corporation (the "Company"), and Wells Fargo Bank, N.A. (formerly Norwest Bank Minnesota, N.A.), as Rights Agent (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., Houston, Texas time, on January 31, 2016 at the office or agency of the Rights Agent designated for such purpose, or of its successor as Rights Agent, one ten-thousandth of a fully paid non-assessable share of Series A Junior Participating Preferred Stock, no par value per share (the "Preferred Stock"), of the Company, at a purchase price of $100 per one ten-thousandth of a share of Preferred Stock (the "Purchase Price"), upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The number of Rights evidenced by this Rights Certificate (and the number of one ten-thousandths of a share of Preferred Stock which may be purchased upon exercise hereof) set forth above, and the Purchase Price set forth above, are the number and Purchase Price as of January 31, 1996, based on the Preferred Stock as constituted at such date. As provided in the Rights Agreement, the Purchase Price, the number of one ten-thousandths of a share of Preferred Stock (or other securities or property) which may be purchased upon the exercise of the Rights and the number of Rights evidenced by this Right Certificate are subject to modification and adjustment upon the occurrence of certain events.
This Right Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor.
This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number of shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised.
No fractional shares of Preferred Stock will be issued upon the exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one ten-thousandth of a share of Preferred Stock, which may, at the election of the Company, be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement.
Subject to the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right or (ii) may be exchanged in whole or in part for shares of the Company's Common Stock, par value $0.625 per share, or shares of Preferred Stock.
No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed to be for any purpose, the holder of the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting stockholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in the Rights Agreement.
This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated ________________ __, 20___.
APACHE CORPORATION
ATTEST: By:
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[Title]
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[Title]
Countersigned:
WELLS FARGO BANK, N.A.
as Rights Agent
By:
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[Title]
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Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the Right Certificate)
FOR VALUE RECEIVED ___________________________ hereby sells, assigns and transfers unto ___________________________________________________________
(Please insert social security or other identifying number)
Signature Guarantee:
Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.
The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).
Form of Reverse Side of Right Certificate - continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to exercise Rights represented by the Rights Certificate)
To APACHE CORPORATION:
The undersigned hereby irrevocably elects to exercise ___________ Rights represented by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the name of:
If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to:
Please insert social security
or other identifying number _______________________________
(Signature must conform to holder specified on Right Certificate)
Signature Guarantee:
Signatures must be guaranteed by a bank, trust company, broker, dealer or other eligible institution participating in a recognized signature guarantee medallion program.
Form of Reverse Side of Right Certificate - continued
The undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).
NOTICE
The signature on the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration, enlargement or any change whatsoever.
In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such Assignment or Election to Purchase will not be honored.