-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JeUGmp8MCRtGYqdiJOdfegNqJ+qvW47gJ94ZmQ0+z2+e3pdPGaoNW4Vy27gZucEW m02F/uXMkhGnVhHU38rrcQ== 0001005477-98-000313.txt : 19980217 0001005477-98-000313.hdr.sgml : 19980217 ACCESSION NUMBER: 0001005477-98-000313 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980212 SROS: NYSE GROUP MEMBERS: COLLEGE RETIREMENT EQUITIES FUND GROUP MEMBERS: TIAA SEPARATE ACCOUNT VA-1 GROUP MEMBERS: TIAA-CREF MUTUAL FUNDS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APACHE CORP CENTRAL INDEX KEY: 0000006769 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 410747868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-13459 FILM NUMBER: 98533934 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: ONE POST OAK CENTER STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 7132966000 MAIL ADDRESS: STREET 1: 2000 POST OAK BLVD STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: APACHE OIL CORP DATE OF NAME CHANGE: 19660830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COLLEGE RETIREMENT EQUITIES FUND CENTRAL INDEX KEY: 0000777535 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 136022042 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129164905 MAIL ADDRESS: STREET 1: 730 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13G 1 SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* APACHE CORP. ------------------------------------------ (Name of Issuer) COMMON STOCK ------------------------------------------ (Title of Class of Securities) 037411105 ------------------------------ (CUSIP Number) - ---------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 8 Pages CUSIP No. 037411105 13G Page 2 of 8 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS College Retirement Equities Fund I.R.S. #13-6022-042 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 5,890,288 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 5,890,288 (shared with its investment adviser, TIAA-CREF Investment Management, LLC) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,890,288 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.513% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 037411105 13G Page 3 of 8 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS TIAA Separate Account VA-1 I.R.S. #13-1624203 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 5,200 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 5,200 (shared with its investment adviser, Teachers Advisors, Inc.) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,200 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.006% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 037411105 13G Page 4 of 8 Pages 1. NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS TIAA-CREF Mutual Funds (Growth and Income Fund) I.R.S. #13-3930561 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ( ) (b) (X) See Exhibit A Attached 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 11,046 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 11,046 (shared with its investment adviser, Teachers Advisors, Inc.) 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,046 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ( ) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.012% 12. TYPE OF REPORTING PERSON* IV * SEE INSTRUCTION BEFORE FILLING OUT! Page 5 of 8 Pages Item 1(a). NAME OF ISSUER: Apache Corp. Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 200 Post Oak Boulevard Houston, TX 77056-4400 Item 2(a). NAME OF PERSON FILING: (1) College Retirement Equities Fund ("CREF") (2) TIAA Separate Account VA-1 ("VA-1") (3) TIAA-CREF Mutual Funds ("Mutual Funds") Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE: (1) CREF - 730 Third Avenue New York, N.Y. 10017 (2) VA-1 - 730 Third Avenue New York, N.Y. 10017 (3) Mutual 730 Third Avenue Funds - New York, N.Y. 10017 Item 2(c). CITIZENSHIP: (1) CREF - Incorporated in New York (2) VA-1 - Established in New York (3) Mutual Funds - Incorporated in Delaware Item 2(d). TITLE OF CLASS OF SECURITIES: Common Stock Item 2(e). CUSIP NUMBER: 037411105 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS: (a) ( ) Broker or dealer registered under Section 15 of the Act, (b) ( ) Bank as defined in Section 3(a)(6) of the Act, (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act, (d) (x) Investment Company registered under Section 8 of the Investment Company Act, (e) ( ) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F), (g) ( ) Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G); see Item 7, (h) (x) Group, in accordance with Rule 13d-1(b)(1)(ii)(H). Page 6 of 8 Pages Item 4. OWNERSHIP. (1) COLLEGE RETIREMENT EQUITIES FUND (a) Amount Beneficially Owned: 5,890,288 (b) Percent of Class: 6.513% (c) The Board of Trustees of CREF, an investment company, has sole power to vote 5,890,288 shares of common stock and authority to direct the disposition of the 5,890,288 shares of common stock. TIAA-CREF Investment Management, LLC, CREF's investment adviser, is authorized to sell the 5,890,288 shares on behalf of CREF in its discretion, subject to the ultimate authority of the CREF Board of Trustees. (2) TIAA SEPARATE ACCOUNT VA-1 (a) Amount Beneficially Owned: 5,200 (b) Percent of Class: 0.006% (c) The management committee of VA-1, an investment company, has sole power to vote 5,200 shares of common stock, and authority to direct the disposition of the 5,200 shares of common stock. Teachers Advisors, Inc., VA-1's investment adviser, is authorized to sell the 5,200 shares on behalf of VA-1 in its discretion, subject to the ultimate authority of the VA-1 Management Committee. (3) TIAA-CREF MUTUAL FUNDS (a) Amount Beneficially Owned: 11,046 (b) Percent of Class: 0.012% (c) The Board of Trustees of the Mutual Funds, an investment company, has sole power to vote 11,046 shares of common stock, and authority to direct the disposition of the 11,046 shares of common stock. Teachers Advisors, Inc., the Mutual Fund's investment adviser, is authorized to sell the 11,046 shares on behalf of the Mutual Funds in its discretion, subject to the ultimate authority of the Mutual Funds Board of Trustees. Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ). Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable Page 7 of 8 Pages Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See attached Exhibit A. Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 2, 1998 COLLEGE RETIREMENT EQUITIES FUND By: /s/ Diane Axelrod ------------------------------- Diane Axelrod, Senior Managing Director, CREF Administration and Trading TIAA SEPARATE ACCOUNT VA-1 By: /s/ Diane Axelrod ------------------------------- Diane Axelrod, Senior Managing Director, Administration and Trading TIAA-CREF MUTUAL FUNDS By: /s/ Diane Axelrod ------------------------------- Diane Axelrod, Senior Managing Director, Administration and Trading Page 8 of 8 Pages EXHIBIT A IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP College Retirement Equities Fund - IV TIAA Separate Account VA-1 - IV TIAA-CREF Mutual Funds - IV The College Retirement Equities Fund, TIAA Separate Account VA-1, and TIAA-CREF Mutual Funds (the "Reporting Persons") are filing as a group because CREF's investment adviser, TIAA-CREF Investment Management, LLC, is affiliated and employs some of the same investment personnel as Teachers Advisors, Inc., the investment adviser for TIAA Separate Account VA-1 and TIAA-CREF Mutual Funds. However, because separate investment decisions are made with respect to the respective portfolio holdings of each of the Reporting Persons and there is no oral or written agreement or arrangement among the Reporting Persons with respect to acquisition, voting, disposition or otherwise of their securities, each Reporting Person disclaims beneficial ownership of the others' securities holdings and disclaims its membership in a group with the other Reporting Person, where the purpose of the group is to acquire control of or influence management of the issuer. -----END PRIVACY-ENHANCED MESSAGE-----