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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): December 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)
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 December 16, 2003, Apache Corporation ("Apache") filed with the Delaware
Secretary of State a Certificate of Elimination with respect to Apache's
previously outstanding Series C Preferred Stock. On December 17, 2003, Apache
filed with the Delaware Secretary of State an Agreement and Plan of Merger under
which Apache Clearwater Operations, Inc., a Delaware corporation and a wholly
owned subsidiary of Apache, was merged with and into Apache, effective as of
December 31, 2003. On January 5, 2004, Apache filed with the Delaware Secretary
of State a Certificate of Amendment to Apache's Restated Certificate of
Incorporation providing for an increase in the number of authorized shares of
Apache's common stock and reducing the par value thereof, all effective as of
January 13, 2004. As previously announced, the Certificate of Amendment was
approved by the holders of Apache's common stock at the special meeting of
shareholders held on December 18, 2003.
The Certificate of Elimination, the Agreement and Plan of Merger and the
Certificate of Amendment are each listed under Item 7, as Exhibits 99.1, 99.2,
and 99.3, respectively, and are incorporated herein by reference. Apache's
Restated Certificate of Incorporation, dated December 16, 1999, was filed with
the Delaware Secretary of State on December 17, 1999 and is incorporated herein
by reference to Exhibit 99.1 to Apache's Current Report on Form 8-K, dated
December 17, 1999.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Restated Certificate of Incorporation of Apache
Corporation, dated December 16, 1999, as filed with
the Delaware Secretary of State on December 17, 1999
(incorporated by reference to Exhibit 99.1 to Apache
Corporation's Current Report on Form 8-K, dated
December 17, 1999, SEC file no. 1-4300).
99.2* Certificate of Elimination of Series C Preferred
Stock of Apache Corporation, dated December 16, 2003,
as filed with the Delaware Secretary of State on
December 16, 2003.
99.3* Agreement and Plan of Merger between Apache
Corporation and Apache Clearwater Operations, Inc.,
dated December 16, 2003, as filed with the Delaware
Secretary of State on December 17, 2003, effective
December 31, 2003.
99.4* Certificate of Amendment of Restated Certificate of
Incorporation of Apache Corporation, dated December
18, 2003, as filed with the Secretary of State of
Delaware on January 5, 2004, to be effective January
13, 2004.
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* filed herewith
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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 8, 2004 /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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99.1 Restated Certificate of Incorporation of Apache
Corporation, dated December 16, 1999, as filed with
the Delaware Secretary of State on December 17, 1999
(incorporated by reference to Exhibit 99.1 to Apache
Corporation's Current Report on Form 8-K, dated
December 17, 1999, SEC file no. 1-4300).
99.2* Certificate of Elimination of Series C Preferred
Stock of Apache Corporation, dated December 16, 2003,
as filed with the Delaware Secretary of State on
December 16, 2003.
99.3* Agreement and Plan of Merger between Apache
Corporation and Apache Clearwater Operations, Inc.,
dated December 16, 2003, as filed with the Delaware
Secretary of State on December 17, 2003, effective
December 31, 2003.
99.4* Certificate of Amendment of Restated Certificate of
Incorporation of Apache Corporation, dated December
18, 2003, as filed with the Secretary of State of
Delaware on January 5, 2004, to be effective January
13, 2004.
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* filed herewith