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UNITED STATES
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): January 31, 2006
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
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Effective January 31, 2006, Apache Corporation entered into an amendment to our
Rights Agreement, dated January 31, 1996, between Apache and Wells Fargo Bank,
N.A. (formerly Norwest Bank Minnesota, N.A.) to extend the expiration date for
Apache's shareholder rights plan; to reset the rights trading with each share of
Apache's common stock to one right per share, and to eliminate adjustments in
the number of rights per share for future capitalization events such as stock
splits. The Rights Agreement originally had a termination date of January 31,
2006, but with the amendment has been extended to January 31, 2016. The full
text of the amendment is listed under Item 9.01 as Exhibit 4.1 and incorporated
herein by reference.
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE OF FISCAL
YEAR
In connection with the amendment of Rights Agreement described in Item 3.03
above, Apache filed a Certificate of Amendment of Certificate of Designation of
Series A Junior Participating Preferred Stock to authorize additional shares of
Apache's Series A Junior Participating Preferred Stock and eliminate adjustments
to the number of such shares upon the exercise of rights for future
capitalization events such as stock splits. The full text of the certificate of
amendment, which is effective as of January 31, 2006, is listed under Item 9.01
as Exhibit 3.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Amendment of Certificate of Designation of Series A
Junior Participating Preferred Stock
4.1 Amendment No. 1, dated as of January 31, 2006 to the Rights
Agreement dated as of December 31, 1996, between Apache
Corporation., a Delaware corporation, and Wells Fargo Bank, N.A.
(successor to Norwest Bank Minnesota, N.A.) (incorporated by
reference to Exhibit 4.4 to Registrant's Amendment No. 1 to
Registration Statement on Form 8-A, dated January 31, 2006, SEC
File No. 1-4300).
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 31, 2006 /s/ Roger B. Plank
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Roger B. Plank
Executive Vice President and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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3.1 Certificate of Amendment of Certificate of Designation of Series A
Junior Participating Preferred Stock
4.1 Amendment No. 1, dated as of January 31, 2006 to the Rights
Agreement dated as of December 31, 1996, between Apache
Corporation., a Delaware corporation, and Wells Fargo Bank, N.A.
(successor to Norwest Bank Minnesota, N.A.) (incorporated by
reference to Exhibit 4.4 to Registrant's Amendment No. 1 to
Registration Statement on Form 8-A, dated January 31, 2006, SEC
File No. 1-4300).