<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
APCO Argentina Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE> 2
APCO ARGENTINA INC.
CAYMAN INTERNATIONAL TRUST BUILDING
POST OFFICE BOX 309
ALBERT PANTON STREET
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS, BRITISH WEST INDIES
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 15, 1998
TO THE HOLDERS OF ORDINARY SHARES:
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders
of Apco Argentina Inc. (the "Company") will be held on September 15, 1998, at
9:00 a.m. local time, at One Williams Center, 41st Floor, Tulsa, Oklahoma, for
the following purposes:
(1) To elect two directors of the Company;
(2) To appoint Arthur Andersen & Co. as the independent auditor of
the Company for 1998; and
(3) To consider and act upon such other matters as may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on July 31,
1998, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting or any adjournment thereof.
August 14, 1998
By Order of the Board of Directors
David M. Higbee
Secretary
IMPORTANT -- YOUR PROXY IS ENCLOSED
Even if you intend to be present at the Annual General Meeting, please
sign, date, and return the accompanying proxy promptly so that your shares may
be represented and voted at the meeting. A return envelope is enclosed for this
purpose.
<PAGE> 3
APCO ARGENTINA INC.
CAYMAN INTERNATIONAL TRUST BUILDING
POST OFFICE BOX 309
ALBERT PANTON STREET
GEORGE TOWN, GRAND CAYMAN
CAYMAN ISLANDS, BRITISH WEST INDIES
PROXY STATEMENT
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 15, 1998
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Apco Argentina Inc. (the "Company") to
be used at the 1998 Annual General Meeting of Shareholders of the Company to be
held at the time and place and for the purposes set forth in the foregoing
Notice of Annual General Meeting of Shareholders and at any and all adjournments
of said meeting.
SOLICITATION AND REVOCATION OF PROXIES AND VOTING
Execution and return of the proxy will not in any way affect a
shareholder's right to attend the Annual General Meeting of Shareholders and to
vote in person, and a shareholder giving a proxy has the power to revoke it at
any time before it is exercised. The proxy may be revoked prior to its exercise
by delivering written notice of revocation to the Secretary of the Company, by
executing a later dated proxy, or by attending the meeting and voting in person.
Properly executed proxies in the accompanying form, received in due time and not
previously revoked, will be voted at the Annual General Meeting of Shareholders
or any adjournment thereof as specified therein by the person giving the proxy,
but if no specification is made, the shares represented by proxy will be voted
as recommended by the Board of Directors.
The expenses of this proxy solicitation, including the cost of
preparing and mailing the Proxy Statement and proxy, will be paid by the
Company. Such expenses may also include the charges and expenses of banks,
brokerage firms, and other custodians, nominees or fiduciaries for forwarding
proxies and proxy material to beneficial owners of the Company's Ordinary
Shares. The Company expects to solicit proxies primarily by mail, but directors,
officers, employees, and agents of the Company may also solicit proxies in
person or by telephone or by other electronic means. This Proxy Statement and
accompanying proxy were first mailed to shareholders on or about August 14,
1998.
The presence, in person or by proxy, of a majority of the outstanding
Ordinary Shares entitled to vote at the Annual General Meeting shall constitute
a quorum for the transaction of business. A quorum being present, all proposals
to be voted on at the Annual General Meeting will be decided by a majority of
the votes cast by the shareholders entitled to vote thereon unless the proposal
relates to matters on which more than a majority vote is required under the
Company's Memorandum of Association, its Articles of Association, or the laws of
the Cayman Islands, under whose laws the Company is incorporated.
A shareholder may, with respect to the election of directors: (i) vote
for the election of the nominees named herein, or (ii) withhold authority to
vote for such nominees. A shareholder may, with respect to each other matter to
be voted upon: (i) vote for the matter, (ii) vote against the matter, or (iii)
abstain from voting on the matter.
<PAGE> 4
A proxy may indicate that all or a portion of the shares represented by
such proxy are not being voted with respect to a particular matter. This could
occur, for example, when a broker is not permitted to vote stock held in the
broker's name on certain matters in the absence of instructions from the
beneficial owner of such stock. Such shares are considered present at the
meeting when voted for other purposes and will count for purposes of determining
the presence of a quorum. However, such nonvoted shares have the legal effect of
a vote against proposals on which voting instructions are not received.
Abstaining from voting on a matter also has the legal effect of voting against
such matter.
As a matter of policy, proxies and voting tabulations that identify
individual shareholders are kept confidential. Such documents are only made
available to those who process the proxy cards, tabulate the vote, and serve as
inspectors of election and certain employees of the Company responsible for the
Annual General Meeting. The vote of any shareholder is not disclosed except as
may be necessary to meet legal requirements.
Only holders of the Company's Ordinary Shares of record at the close of
business on July 31, 1998, will be entitled to receive notice of and to vote at
the Annual General Meeting. The Company had 7,360,311 Ordinary Shares
outstanding on the record date, and each share is entitled to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company's directors and officers do not own, directly or
beneficially, any of the Company's Ordinary Shares, other than directors'
qualifying shares. The following table sets forth the number of Ordinary Shares
of the Company and the percentage represented by such number of each person who
is known to the Company to own beneficially 5 percent or more of the Company's
Ordinary Shares. Certain information in the table was obtained from filings made
with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
Number of
Ordinary Percent
Name and Address Shares of Class
---------------- --------- --------
<S> <C> <C>
Williams Holdings of Delaware, Inc. ("Williams Holdings")(1)..... 5,075,398 68.96%
One Williams Center
Tulsa, Oklahoma 74172
Lehman Brothers Holdings Inc(2).................................. 390,311 5.3%
3 World Financial Center, 24th Floor
New York, New York 10285
I. Wister Morris, III(3)......................................... 374,069 5.08%
200 Four Falls Corporate Center, Suite 208
W. Conshohocken, Pennsylvania 19428
</TABLE>
- --------
(1) Williams Holdings is a wholly-owned subsidiary of The Williams
Companies, Inc. ("Williams"). As a result, Williams is deemed to share voting
and dispositive power with respect to the shares and held by Williams Holdings.
(2) Filings with the Securities and Exchange Commission ("SEC")
indicate that Lehman Brothers Holdings Inc. ("Lehman") holds sole voting and
dispositive power with respect to the shares held by Lehman.
(3) Filings with the SEC indicate that Mr. Morris holds sole voting
and dispositive power with respect to 160,319 shares and shared dispositive
power with respect to 213,750 shares.
<PAGE> 5
ELECTION OF DIRECTORS
Mr. John H. Williams has been nominated to be elected as a director at
the Annual General Meeting to serve for a three-year term expiring in 2001. Mr.
Stephen L. Cropper has been nominated to be elected as a director at the Annual
General Meeting to serve for a one-year term expiring in 1999. Mr. John
Bumgarner will continue to serve as director in accordance with his prior
election.
The persons named as proxies in the accompanying proxy, who have been
designated by the Board of Directors, intend to vote, unless otherwise
instructed in such proxy, for the election of Mr. Williams and Mr. Cropper.
Should Messers. Williams or Cropper become unable for any reason to stand for
election as a director of the Company, the Company intends that the persons
named in the proxy will vote for the election of such other person or persons as
the Board of Directors may propose to replace such nominee. The Company knows of
no reason why Mr. Williams or Mr. Cropper will be unavailable or unable to
serve.
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
John H. Williams, age 79
Director since 1992. Mr. Williams is engaged in personal investments.
He was Chairman of the Board and Chief Executive Officer of Williams prior to
retiring in 1978. Mr. Williams is also director of Unit Corporation.
Stephen L. Cropper, age 48
Director since 1998. Mr. Cropper is President and Chief Executive
Officer of Williams Energy Group, a wholly owned subsidiary of Williams
providing a wide array of energy services. He has held various positions with
subsidiaries of Williams since 1974.
MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE
John C. Bumgarner, age 55
Director since 1994. Mr. Bumgarner is Chairman of the Board, President,
and Chief Executive Officer of the Company. Mr. Bumgarner is also Senior Vice
President -- Corporate Development and Planning of Williams and President of
Williams International Company, a wholly owned subsidiary of Williams Holdings.
Williams' international activities are coordinated through Williams
International. He has held various officer level positions with Williams since
1977.
----------------------
During 1997, the Board of Directors held four meetings. No director
attended less than 75 percent of the Board meetings. The Board of Directors has
an audit committee composed of independent directors, Stephen L. Cropper (chair)
and John H. Williams, that reviews the audits of the company and reviews and
approves the independence of the independent auditor. The Board of Directors
does not have executive, nominating, or compensation committees or any other
Board committees performing similar functions.
<PAGE> 6
COMPENSATION OF DIRECTORS
Directors who are employees of Williams receive no compensation for
service on the Board of Directors. Directors who are not employees of Williams
receive an annual retainer of $8,000 and an additional fee for attending Board
meetings of $500 per meeting. Directors are reimbursed for reasonable
out-of-pocket expenses incurred in attending meetings of the Board or otherwise
by reason of their being a director.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
Mr. Bumgarner is Senior Vice President -- Corporate Development and
Planning of Williams, the parent of the Company's largest shareholder, Williams
Holdings. Mr. Bumgarner is also an officer and director of Williams Holdings and
President of Williams International Company, a subsidiary of Williams Holdings.
Mr. Bumgarner receives no salary, bonus, or other compensation from the Company
and neither Williams nor Williams Holdings charges the Company for Mr.
Bumgarner's time in serving as the Company's Chief Executive Officer. No other
executive officer of the Company has a total annual salary and bonus in excess
of $100,000. No other compensation was awarded to, earned by, or paid to any of
the Company's executive officers of a nature required to be reported herein. The
Company understands that it is the position of Williams that Mr. Bumgarner's
compensation as an officer of Williams includes compensation for his
responsibilities for Williams' investments, including its investment through
Williams Holdings in the Company, and that no additional compensation from the
Company would be appropriate.
As reported elsewhere herein, Williams, through Williams Holdings, owns
68.96 percent of the Ordinary Shares of the Company. Williams and its
subsidiaries provide management and administrative services to the Company, and
the Company, to a limited extent, purchases materials and supplies through them.
The Company paid approximately $140,000 in 1997 and $182,000 in 1996 for such
services and purposes.
In connection with the settlement of a dispute between the Company and
the operator of the Acambuco joint venture in Argentina, Williams has guaranteed
a $7.9 million bank loan to Bridas, S.A., an affiliate of the operator of the
joint venture. In connection with the Williams guarantee, the Company has agreed
that should Bridas, S.A., fail to make payment on the bank loan in accordance
with the terms of the agreement between such parties, then the Company will pay
Williams, on demand, an amount equal to 50 percent of any amount paid by
Williams under the guarantee. To date all principal and interest payments have
been made on schedule and the current loan balance is $1.0 million.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the Company's cumulative
total shareholder return on its Ordinary Shares with the cumulative total return
of the NASDAQ Stock Index (U.S. and Foreign) and the NASDAQ Oil & Gas Extraction
Index (SIC 1300-1399, U.S. and Foreign) for a five-year period commencing
December 31, 1991. The industry index was prepared by the Center for Research in
Security Prices. The Company will undertake to provide shareholders a list of
the component companies included in the NASDAQ Oil and Gas Extraction Index upon
request.
<PAGE> 7
[GRAPH]
<TABLE>
<CAPTION>
1/1/93 12/31/93 12/30/94 12/29/95 12/31/96 12/31/97
------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Apco Argentina, Inc. 100.0 129.2 115.6 127.5 203.4 283.4
NASDAQ Stock Market 100.0 115.8 112.3 157.7 193.1 236.2
NASDAQ Oil & Gas Extraction Stocks 100.0 131.3 122.6 159.3 272.0 281.4
</TABLE>
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP, a firm of independent public accountants, has
acted as auditors for the Company since its incorporation in 1979. The Board of
Directors recommends a vote for the approval of the proposal to appoint Arthur
Andersen LLP as auditors for the company in 1998.
A representative of Arthur Andersen LLP will be present at the Annual
General Meeting and will be available to respond to appropriate questions.
Although the audit firm has indicated that no statement will be made, an
opportunity for a statement will be provided.
SHAREHOLDER PROPOSALS
A shareholder who intends to present a proposal at the next Annual
General Meeting must submit the written text of the proposal to the Company no
later than June 8, 1999, in order for the proposal to be considered for
inclusion in the Company's Proxy Statement for that meeting. The proposal should
be sent to the attention of the Corporate Secretary.
OTHER MATTERS
The Board of Directors is not aware of any other matter that may come
before the meeting. Should any such matters arise, however, the persons named in
the accompanying proxy intend to vote said proxy in accordance with their
judgment on such matters in what they consider the best interests of the
Company. The enclosed proxy confers discretionary authority to take action with
respect to any additional matters that may come before the meeting.
<PAGE> 8
It is important that your shares be represented at the meeting
regardless of the number of shares you hold. Whether or not you plan to attend,
please sign, date, and return the enclosed proxy promptly. For your convenience,
a return envelope is enclosed requiring no additional postage if mailed within
the United States.
August 14, 1998
By Order of the Board of Directors
David M. Higbee
Secretary
<PAGE> 9
APCO ARGENTINA INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS--SEPTEMBER 15, 1998
The undersigned shareholder of Apco Argentina Inc. hereby appoints THOMAS
BUENO, JOHN C. BUMGARNER, JR. and DAVID M. HIGBEE jointly and severally with
full power of substitution, as proxies to represent and vote all of the
Ordinary Shares the undersigned is entitled to vote at the Annual General
Meeting of Shareholders of Apco Argentina Inc. to be held on September 15,
1998, and at any and all adjournments thereof, on all matters coming before
said meeting. (Change of Address)
----------------------------------------------
----------------------------------------------
----------------------------------------------
(If you have written in the above space, please
mark the corresponding box on the reverse side of
this card.)
You are encouraged to specify your choices by marking the appropriate
boxes. SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Director's recommendations. The proxy cannot be
voted unless you sign, date and return this card.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
APCO ARGENTINA INC.
P.O. BOX 11827
NEW YORK, N.Y. 10203-0827
(CONTINUED AND TO BE DATED ON REVERSE SIDE)
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<TABLE>
<S> <C> <C> <C>
1. Election of Directors FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
listed below for all nominees listed below
Nominees: John H. Williams and Stephen L. Cropper
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
*Exceptions
--------------------------------------------------------------------
2. Appointment of Arthur Andersen LLP as auditors for 1998. FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In the discretion of one or more of said proxies upon any other business as
may properly come before the meeting and at any adjournment thereof.
The signer hereby revokes all proxies heretofore given by the signer to vote at
said meeting or any adjournment thereof.
CHANGE OF ADDRESS, [ ]
SEE REVERSE SIDE.
Note: Please sign exactly as name appears
hereon. Joint owners should each sign. When
signing as attorney, executor,
administrator, trustee or guardian, please
give full title as such.
Dated: 1998
------------------------------,
------------------------------------------
(Signature)
------------------------------------------
VOTES MUST BE INDICATED [X]
(X) IN BLACK OR BLUE INK.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
