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SCHEDULE 14A INFORMATION
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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:
[_] 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 (S) 240.14a-11(c) or (S) 240.14a-12
APCO ARGENTINA, INC.
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(Name of Registrant as Specified In Its Charter)
APCO ARGENTINA, INC.
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(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)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
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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 24, 1999
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 24, 1999, at
9:00 a.m. local time, at One Williams Center, 49th 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 1999; 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 August 9, 1999, as
the record date for the determination of shareholders entitled to notice of
and to vote at the meeting or any adjournment thereof.
August 25, 1999
By Order of the Board of Directors
Shawna L. Gehres
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.
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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 24, 1999
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 1999 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 25, 1999.
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.
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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.
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 August 9, 1999, 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
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<S> <C> <C>
Williams International
Company ("Williams International")(1)...................... 5,075,398 68.96%
One Williams Center
Tulsa, Oklahoma 74172
Lehman Brothers Holdings Inc.(2)............................ 404,540 5.5%
3 World Financial Center, 24th Floor
New York, New York 10285
</TABLE>
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(1) Williams International 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 International.
(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.
2
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ELECTION OF DIRECTORS
Messrs. Thomas Bueno and Robert J. LaFortune have been nominated to be
elected as directors at the Annual General Meeting each to serve for a three-
year term expiring in 2002. Messrs. John H. Williams and John C. Bumgarner,
Jr. will continue to serve as directors in accordance with their 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. Bueno and Mr. LaFortune.
Should Messrs. Bueno or LaFortune 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. Bueno or Mr. LaFortune will be unavailable or
unable to serve.
Nominees for Election to the Board of Directors
Thomas Bueno, age 48
Director since 1998. Mr. Bueno is and has been the Controller and Chief
Accounting Officer of the Company since 1991 and was named General Manager
earlier this year. Mr. Bueno is also a Director of Petrolera Perez Compagne
S.A., the operator of the Entre Lomas Concession.
Robert J. LaFortune, age 72
Director since 1998. Mr. LaFortune is self-employed and manages personal
interests and investments. He has been so employed for more than five years.
He is the former mayor of the City of Tulsa and was a director of Williams
from 1978 to 1999. He is also a director of Bank of Oklahoma Financial
Corporation.
Members of the Board of Directors Continuing in Office
John H. Williams, age 81
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, Westwood
Corporation, Willbros Group, Inc. and Petrolera Perez Compagne S.A.
John C. Bumgarner, Jr., 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.
Williams' international activities are coordinated through Williams
International. He has held various officer level positions with Williams since
1977.
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During 1998, 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, John H. Williams and Robert
J. LaFortune (chair), that reviews the audits of the company and reviews and
approves the
3
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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.
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
International. Mr. Bumgarner is also President of Williams International
Company, a subsidiary of Williams. Mr. Bumgarner receives no salary, bonus, or
other compensation from the Company and neither Williams nor Williams
International 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 International in the Company, and that no additional compensation
from the Company would be appropriate.
As reported elsewhere herein, Williams, through Williams International, 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 $164,000 in 1998 and $166,000 in 1997 for
such services and purposes.
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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
January 1, 1994. 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.
[CHART APPEARS HERE]
<TABLE>
<CAPTION>
1/1/94 12/31/94 12/30/95 12/29/96 12/31/97 12/31/98
<S> <C> <C> <C> <C> <C> <C>
Apco Argentina Inc. 100.0 89.5 98.7 157.4 219.3 129.1
NASDAQ Stock Market 100.0 97.0 136.2 166.8 203.7 281.6
NASDAQ Oil & Gas Extract Stocks 100.0 93.4 121.3 207.5 214.5 97.8
</TABLE>
5
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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 1999.
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 16, 2000, 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.
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 25, 1999
By Order of the Board of Directors
Shawna L. Gehres
Secretary
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APCO ARGENTINA INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS - SEPTEMBER 24, 1999
The undersigned shareholder of Apco Argentina Inc. hereby appoints
THOMAS BUENO, JOHN C. BUMGARNER, JR. and SHAWNA L. GEHRES 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 24, 1999,
and at any and all adjournments thereof, on all matters coming before said
meeting.
(Change of Address)
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(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 Directors' 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 11263
NEW YORK, N.Y. 10203-0263
(Continued and to be dated on reverse side)
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<TABLE>
<CAPTION>
[ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
<S> <C> <C> <C>
1. Election of Directors FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] *EXCEPTIONS [X]
listed below for all nominees listed below
Nominees: Thomas Bueno and Robert J. LaFortune
(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
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2. Appointment of Arthur Andersen LLP as auditors for 1999. FOR [X] AGAINST [X] ABSTAIN [X]
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, [X]
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.
Date: , 1999
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(Signature(s))
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SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Votes must be indicated [ ]
(x) in Black or Blue ink.
</TABLE>
