UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
(Amendment No. 2)
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.) | |
|
2000 Post Oak Boulevard Suite 100 Houston, Texas |
77056-4400 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of each exchange on which each class is to be registered |
|
| Preferred Stock Purchase Rights |
New York Stock Exchange, Chicago Stock Exchange, NASDAQ National Market |
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:
N/A
(Title of class)
This Form 8-A/A is filed by Apache Corporation (the “Company”) to reflect the expiration of the preferred stock purchase rights (the “Rights”) registered on the Form 8-A filed by the Company on January 24, 1996, as amended on February 3, 2006.
| Item 1. | Description of Registrant’s Securities to Be Registered |
On March 7, 2014, the Company entered into an amendment (the “Amendment”) to the Rights Agreement dated as of January 31, 1996, and amended 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. The Amendment accelerated the expiration of the Rights from January 31, 2016, to the close of business on March 7, 2014, and had the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed to the holders of the Company’s common stock pursuant to the Rights Agreement expired.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.3 and incorporated herein by reference.
| Item 2. | Exhibits |
| Exhibit 3.1 | Form of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for year ended December 31, 1995, SEC File No. 1-4300). | |
| Exhibit 4.1 | Rights Agreement, dated as of January 31, 1996 by and between Apache Corporation and Norwest Bank Minnesota, N.A., as rights agent (incorporated by reference to Exhibit (a) to the Company’s Registration Statement on Form 8-A, dated and filed January 24, 1996, SEC File No. 1-4300). | |
| Exhibit 4.2 | 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 (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 8-A/A, dated January 31, 2006, filed February 3, 2006, SEC File No. 1-4300). | |
| Exhibit 4.3 | Amendment No. 2 to Rights Agreement, dated as of March 7, 2014, by and between the Company and Wells Fargo Bank, N.A., as rights agent (filed herewith). | |
2
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 | ||||||
| Date: March 10, 2014 | ||||||
| By: |
/s/ Thomas P. Chambers |
|||||
| Thomas P. Chambers | ||||||
| Senior Vice President, Finance | ||||||
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INDEX TO EXHIBITS
| Exhibit 3.1 | Form of Certificate of Designations, Preferences and Rights of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for year ended December 31, 1995, SEC File No. 1-4300). | |
| Exhibit 4.1 | Rights Agreement, dated as of January 31, 1996 by and between Apache Corporation and Norwest Bank Minnesota, N.A., as rights agent (incorporated by reference to Exhibit (a) to the Company’s Registration Statement on Form 8-A, dated and filed January 24, 1996, SEC File No. 1-4300). | |
| Exhibit 4.2 | 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 (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form 8-A/A, dated January 31, 2006, filed February 3, 2006, SEC File No. 1-4300). | |
| Exhibit 4.3 | Amendment No. 2 to Rights Agreement, dated as of March 7, 2014, by and between the Company and Wells Fargo Bank, N.A., as rights agent (filed herewith). | |
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Exhibit 4.3
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
This AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”) is dated as of March 7, 2014 (the “Effective Date”) and amends the Rights Agreement, dated as of January 31, 1996 (the “Rights Agreement”), by and between Apache Corporation, a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A. (successor to Norwest Bank Minnesota, N.A., the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning given to them in the Rights Agreement.
RECITALS
WHEREAS, in accordance with Section 27 of the Rights Agreement, for so long as the Rights are redeemable, the Company may in its sole and absolute discretion amend the Rights Agreement in any respect without the approval of any holders of Rights; and
WHEREAS, the Rights Agent is hereby directed to join in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth herein, the parties hereby agree as follows:
1. Amendment of the Rights Agreement . 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 March 7, 2014 (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.”
2. Amendment of Exhibits . The exhibits to the Rights Agreement shall be deemed to be restated to reflect this Amendment, including all conforming changes.
3. Other Amendment; Effect of Amendment . Except as and to the extent expressly modified by this Amendment, the Rights Agreement and the exhibits thereto remain in full force and effect in all respects without any modification. This Amendment will be deemed an amendment to the Rights Agreement and will become effective on the Effective Date. In the event of a conflict or inconsistency between this Amendment and the Rights Agreement and the exhibits thereto, the provisions of this Amendment will govern.
4. Counterparts . This Amendment may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original, and all such counterparts will together constitute one and the same instrument, it being understood that all parties need not sign the same counterpart. A signature to this Amendment transmitted electronically (including by fax and .pdf) will have the same authority, effect and enforceability as an original signature. No party hereto may raise the use of such electronic transmission to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through such electronic transmission, as a defense to the formation of a contract, and each party forever waives any such defense, except to the extent such defense relates to lack of authenticity.
5. Further Assurances . Each of the parties to this Amendment will cooperate and take such action as may be reasonably requested by the other party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement and the transactions contemplated hereunder and thereunder.
6. Governing Law . This Amendment will be deemed to be a contract made pursuant to the laws of the State of Delaware and for all purposes will be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such State.
[ Signature page follows . ]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first written above.
| APACHE CORPORATION | ||
| By: |
/s/ Thomas P. Chambers |
|
| Name: | Thomas P. Chambers | |
| Title: | Senior Vice President, Finance | |
| WELLS FARGO BANK, N.A. | ||
| By: |
/s/ Andrea Severson |
|
| Name: | Andrea Severson | |
| Title: | Assistant Vice President | |