Filed by Apache Corporation
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Mariner Energy, Inc.
Commission File No. 333-166964
Special Payroll Q&As for Mariner offshore hourly employees who are currently paid bi-weekly in
arrears
|
|
|
Q: |
|
What can I expect my semi-monthly paychecks to include? |
|
|
|
A: |
|
On each semi-monthly pay date you will
receive one half of your monthly base salary
plus 8 hours of scheduled overtime per
hitch. This is how your base semi-monthly
salary is calculated: |
|
|
|
The semi-monthly base salary is calculated by taking your annual salary and dividing
that by 24, which represents 12 months times 2 pay dates each month. |
|
|
|
|
The semi-monthly base salary represents 86.67 hours of pay. That is calculated by
taking the standard number of work hours in a year (40 hours a week times 52 weeks in a
year) divided by 24 pay dates. |
Each pay day you can expect to be paid for the following:
|
|
|
Semi-monthly base salary expressed as 86.67 regular hours |
|
|
|
|
8 hours of scheduled overtime for the current semi-monthly pay period |
|
|
|
|
Adjustments for additional overtime hours worked or hours less than the prepaid
scheduled overtime. These adjustments are paid according to the Payroll Schedule for each
hitch. |
|
|
|
Q: |
|
How will my work and absence hours be reported? |
|
|
|
A: |
|
All Apache employees report their work hours and absence hours through the time and
attendance system. Instructions for accessing and using this system will be provided at
orientation. The Payroll staff runs reports from the time and attendance system to determine
how many adjustment hours each employee is due each pay date. Of course, it is important that
you report your time each week and that supervisors approve time each week. |
|
|
|
Q: |
|
There are 52 weeks in the year and 24 pay periods. How will I receive my overtime pay for
the other weeks? |
|
|
|
A: |
|
The Payroll Schedule lists each semi-monthly pay date and the corresponding weeks of overtime
adjustments that are scheduled to be paid. In general, two weeks of overtime adjustments are
paid on each pay date. Every three months, usually the last pay date of each calendar
quarter, three weeks of overtime adjustments are paid. By following this schedule, all weeks of
overtime adjustments are accounted for and paid. |
1
|
|
|
Q: |
|
I am currently paid every other Friday. What will be the dates of pay when I am paid
semi-monthly? |
|
|
|
A: |
|
The Apache semi-monthly pay dates are on the 15th and last business day of each
month. Should the 15th or last business day be on a Saturday, Sunday or holiday,
the pay date will be on the business day preceding the weekend or holiday. |
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. Apache has filed with the Securities and
Exchange Commission (SEC) a registration statement on Form S-4 containing a preliminary proxy
statement of Mariner that also constitutes a preliminary prospectus of Apache. A definitive proxy
statement/prospectus will be mailed to stockholders of Mariner. Apache and Mariner also plan to
file other documents with the SEC regarding the proposed transaction. INVESTORS AND SECURITY
HOLDERS OF MARINER ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will
be able to obtain the documents (when available) free of charge at the SECs web site, www.sec.gov.
Copies of the documents filed with the SEC by Apache will be available free of charge on Apaches
website at www.apachecorp.com under the tab Investors or by contacting Apaches Investor
Relations Department at 713-296-6000. Copies of the documents filed with the SEC by Mariner will
be available free of charge on Mariners website at www.mariner-energy.com under the tab Investor
Information or by contacting Mariners Investor Relations Department at 713-954-5558. You may
also read and copy any reports, statements and other information filed with the SEC at the SEC
public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC
at (800) 732-0330 or visit the SECs website for further information on its public reference room.
2
Apache, Mariner, their respective directors and executive officers and other persons may be
deemed, under SEC rules, to be participants in the solicitation of proxies from stockholders of
Mariner in connection with the proposed transaction. Information regarding Apaches directors and
officers can be found in its proxy statement filed with the SEC on March 31, 2010, and information
regarding Mariners directors and officers can be found in its proxy statement filed with the SEC
on April 1, 2010. Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests in the transaction, by security holdings or
otherwise, will be contained in the definitive proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
Forward-Looking Statements
Statements in this document include forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The opinions, forecasts, projections, future plans or other
statements other than statements of historical fact, are forward-looking statements. We can give
no assurance that such expectations will prove to have been correct. Actual results could differ
materially as a result of a variety of risks and uncertainties, including: the timing to consummate
the proposed transaction; the risk that a condition to closing of the proposed transaction may not
be satisfied; the risk that a regulatory approval that may be required for the proposed transaction
is not obtained or is obtained subject to conditions that are not anticipated; negative effects
from the pendency of the merger; our ability to achieve the synergies and value creation
contemplated by the proposed transaction; our ability to promptly and effectively integrate the
merged businesses; and the diversion of management time on transaction-related issues. Other
factors that could materially affect actual results are discussed in Apaches and Mariners most
recent Forms 10-K as well as each companys other filings with the SEC available at the SECs
website at www.sec.gov. Actual results may differ materially from those expected, estimated or
projected. Forward-looking statements speak only as of the date they are made, and we undertake no
obligation to publicly update or revise any of them in light of new information, future events or
otherwise.
3