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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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DELAWARE 41-0747868
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2000 POST OAK BOULEVARD
SUITE 100
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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
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)
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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
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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
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).
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
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).