APCO ARGENTINA INC/NEW
10-Q, 2000-05-11
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(MARK ONE)

 X       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---      EXCHANGE ACT OF 1934.

                    FOR THE THREE MONTHS ENDED MARCH 31, 2000

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ---      EXCHANGE ACT OF 1934.

                    FOR THE TRANSITION PERIOD FROM          TO
                                                   ---------   ---------

                          COMMISSION FILE NUMBER 0-8933

                               APCO ARGENTINA INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 CAYMAN ISLANDS
         (STATE OR OTHER JURISDICTION OF                      EIN 98-0199453
         INCORPORATION OR ORGANIZATION)

             POST OFFICE BOX 2400
                TULSA, OKLAHOMA                                   74102
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER:                                (918) 573-2164


INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

                                    YES X   NO
                                       ---    ---

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK AS OF THE LATEST PRACTICABLE DATE.


                CLASS                             OUTSTANDING AT APRIL 30, 2000
     ORDINARY SHARES, $.01 PAR VALUE                     7,360,311 SHARES



<PAGE>   2
                       APCO ARGENTINA INC. AND SUBSIDIARY

                                      INDEX



<TABLE>
<CAPTION>
                                                                                                     Page No.
                                                                                                     --------
<S>                                                                                                  <C>
PART I.          FINANCIAL INFORMATION:

                 ITEM 1.      FINANCIAL STATEMENTS

                              Consolidated Balance Sheets - March 31, 2000 and
                                   December 31, 1999                                                        3

                              Consolidated Statements of Operations - Three
                                   Months Ended March 31, 2000 and 1999                                     4

                              Consolidated Statements of Cash Flows - Three Months
                                   Ended March 31, 2000 and 1999                                            5

                              Notes to Consolidated Financial Statements                                    6

                 ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                                   CONDITION AND RESULTS OF OPERATIONS                                      8



PART II.         OTHER INFORMATION                                                                         14
</TABLE>


Portions of this document may constitute forward-looking statements as defined
by federal law. Although Apco Argentina Inc. believes any such statements are
based on reasonable assumptions, there is no assurance that actual outcomes will
not be materially different. Additional information about issues that could lead
to material changes in performance is contained in Apco Argentina Inc.'s annual
report on Form 10-K



                                       2
<PAGE>   3

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       APCO ARGENTINA INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(Amounts in Thousands)                           March 31,     December 31,
                                                  2000            1999
                                               ------------    ------------
                                               (UNAUDITED)
<S>                                            <C>             <C>
ASSETS

Current Assets:
  Cash and cash equivalents                    $     16,689    $     14,207
  Accounts receivable                                 9,507           7,967
  Inventory                                             807             892
  Other current assets                                  344             461
                                               ------------    ------------

        Total Current Assets                         27,347          23,527
                                               ------------    ------------

Property and Equipment:
  Cost                                               90,048          87,724
  Accumulated depreciation                          (44,767)        (43,569)
                                               ------------    ------------

                                                     45,281          44,155

Other assets                                          3,574           3,319
                                               ------------    ------------

                                               $     76,202    $     71,001
                                               ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                             $      4,310    $      3,127
  Accrued liabilities                                 7,304           6,000
  Dividends payable                                   1,196           1,196
  Other liabilities                                   1,189           1,189
                                               ------------    ------------

        Total Current Liabilities                    14,599          11,512
                                               ------------    ------------

Long term liabilities                                 3,884           4,027
Deferred income taxes                                   439             357

Stockholders' Equity:
  Ordinary shares, par value $.01 per share;
     15,000,000 shares authorized;
     7,360,311 shares outstanding                        74              74
  Additional paid-in capital                          9,326           9,326
  Retained earnings                                  48,480          45,705
                                               ------------    ------------

        Total Stockholders' Equity                   57,880          55,105
                                               ------------    ------------

                                               $     76,202    $     71,001
                                               ============    ============
</TABLE>

       The accompanying notes are an integral part of these consolidated
                                balance sheets.



                                       3
<PAGE>   4

                       APCO ARGENTINA INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)



<TABLE>
<CAPTION>
(Amounts in Thousands Except Per Share)         Three Months Ended
                                                    March 31,
                                               -------------------
                                                 2000       1999
                                               --------   --------
<S>                                            <C>        <C>
REVENUES:

   Operating revenue                           $ 14,270   $  7,659
   Other revenues                                   165        101
                                               --------   --------

                                                 14,435      7,760
                                               --------   --------

COSTS AND EXPENSES:

   Operating expense                              3,652      2,554
   Provincial royalties                           1,446        691
   Transportation & storage                         390        472
   Selling and administrative                       541        579
   Depreciation, depletion and amortization       1,198      1,028
   Exploration expense                              374          2
   Argentine taxes                                2,463        717
   Other expense                                    400        341
                                               --------   --------

                                                 10,464      6,384
                                               --------   --------

NET INCOME                                     $  3,971   $  1,376
                                               ========   ========

INCOME PER ORDINARY SHARE, Basic and Diluted   $    .54   $    .19
                                               ========   ========

AVERAGE ORDINARY SHARES
   OUTSTANDING, Basic and Diluted                 7,360      7,360
                                               ========   ========
</TABLE>



The accompanying notes are an integral part of these consolidated statements.



                                       4
<PAGE>   5

                       APCO ARGENTINA INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
(Amounts in Thousands)                                       Three Months Ended
                                                                 March 31,
                                                            --------------------
                                                              2000        1999
                                                            --------    --------
<S>                                                         <C>         <C>
CASH FLOW FROM OPERATING ACTIVITIES:

   Net income                                               $  3,971    $  1,376
   Adjustments to reconcile to cash
      (used in) provided by operating activities:
         Depreciation, depletion and amortization              1,198       1,028
         Prior year investment charged to expense                316          --
         Retirement of property                                   --          17
         Changes in accounts receivable                       (1,540)       (135)
         Changes in inventory                                     85         182
         Changes in other current assets                         117          23
         Changes in accounts payable                           1,183      (2,848)
         Changes in accrued liabilities                        1,904         229
         Changes in other assets and liabilities
           including Acambuco investments                       (916)       (306)
                                                            --------    --------

   Net cash (used) provided by operating activities            6,318        (434)
                                                            --------    --------

CASH FLOW FROM INVESTING ACTIVITIES:

   Capital expenditures                                       (2,640)       (828)

CASH FLOW FROM FINANCING ACTIVITIES:

   Dividends paid                                             (1,196)     (1,196)
                                                            --------    --------

NET CHANGE IN CASH AND
 CASH EQUIVALENTS                                              2,482      (2,458)

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF THE PERIOD                                      14,207      13,596
                                                            --------    --------

CASH AND CASH EQUIVALENTS AT
 END OF THE PERIOD                                          $ 16,689    $ 11,138
                                                            ========    ========

Supplemental disclosures of cash flow information:

   Cash paid during the period for Argentine income taxes   $    566    $    361
</TABLE>



The accompanying notes are an integral part of these consolidated statements.



                                       5
<PAGE>   6

                       APCO ARGENTINA INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

(1)      GENERAL

         The unaudited, consolidated financial statements of Apco Argentina Inc.
         and subsidiary (the "Company"), included herein, do not include all
         footnote disclosures normally included in annual financial statements
         and, therefore, should be read in conjunction with the financial
         statements and notes thereto included in the Company's 1999 Form 10-K.

         In the opinion of the Company, all adjustments have been made to
         present fairly the results of the three months ended March 31, 2000 and
         1999. The results for the periods presented are not necessarily
         indicative of the results for the respective complete years.

(2)      INCOME TAXES

         As described in Note 6 of Notes to Consolidated Financial Statements
         included in the Company's 1999 Form 10-K, the Company believes its
         earnings are not subject to U.S. income taxes, nor Cayman Islands
         income or corporation taxes.

         Income derived by the Company from its Argentine operations is subject
         to Argentine income tax at a rate of thirty five percent and is
         included in the Consolidated Statements of Operations as Argentine
         taxes.

(3)      OBLIGATORY SAVINGS

         In 1988, the Argentine government amended the Obligatory Savings Law
         requiring that all taxpayers deposit with the government, both in 1988
         and 1989, amounts computed on the basis of prior year taxable incomes.
         It was the opinion of the Entre Lomas joint venture and its legal and
         tax counsels that it was exempted from these deposits due to the tax
         exemption granted in the original Entre Lomas contract number 12,507.
         As a result the deposits were not made.

         In August 1993, the Direccion General Impositiva ("DGI"), the Argentine
         taxing authority, made a claim against Petrolera for the delinquent
         deposits pertaining to the Entre Lomas operation, which including
         interest and indexation for inflation, amounted to $9.2 million. An
         appeal was filed by Petrolera in Argentine Federal Tax Court which
         ruled in favor of the DGI in April 1997. Petrolera appealed the ruling
         before Federal Appeals Court which in November 1998, ruled in favor of
         Petrolera. Subsequently, the DGI filed an appeal before the Supreme
         Court.

         On May 8, 2000, Argentina's Supreme Court released its decision in
         favor of the DGI requiring Petrolera and its Entre Lomas partners to
         make the $9.2 million obligatory savings deposit and pay court costs
         totaling $1.7 million, or $4.4 million and $800 thousand, respectively,
         net to the Company. It is anticipated that the payment will be made
         before the end of May.




                                       6
<PAGE>   7

                       APCO ARGENTINA INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

         The Obligatory Savings Law provides that taxpayers are entitled to
         receive a full refund of the deposit in pesos, plus interest based on
         Argentina's national savings rate, sixty months from the date of making
         the deposit. However, the law also stipulates that deposits made after
         the original due date are subject to a penalty of fifty percent of the
         amount deposited, or in this case, $2.2 million net to the Company.
         Petrolera and the Company have begun analyzing possible ways to reduce
         or eliminate the penalty that among others includes the possibility of
         adhering to a fiscal moratorium currently available until May 30 that
         would serve to pardon the penalty.

         As of the date of these Consolidated Financial Statements, the Company
         had recorded contingency reserves of $2.3 million, and as such, the sum
         of the penalty plus court costs provided for in the decision exceed its
         reserves by $700 thousand. Payment of the deposit or the ultimate
         charge to expense that will result after exhausting all available
         remedies, is not expected to have a significant negative impact on the
         Company's financial condition or results of operations.

(4)      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

         In June 1998, the FASB issued Statement of Financial Accounting
         Standards No. 133, Accounting for Derivative Instruments and Hedging
         Activities ("SFAS No. 133"). SFAS No. 133 establishes accounting and
         reporting standards requiring that every derivative instrument
         (including certain derivative instruments embedded in other contracts)
         be recorded in the balance sheet as either an asset or liability
         measured at its fair value. SFAS No. 133 requires that changes in the
         derivative's fair value be recognized currently in earnings unless
         specific hedge accounting criteria are met. Special accounting for
         qualifying hedges allows a derivative's gains and losses to offset
         related results on the hedged item in the income statement. Companies
         must formally document, designate, and assess the effectiveness of
         transactions that receive hedge accounting.

         In June 1999, the FASB issued Statement of Financial Accounting
         Standards No. 137, which amended SFAS No. 133 to extend the effective
         date of adoption for fiscal periods after June 15, 2000. Further, SFAS
         137 requires companies to either (a) recognize as an asset or liability
         in the balance sheet all embedded derivative instruments at the date of
         initial application or (b) select either January 1, 1998 or January 1,
         1999 as a application date, and only those derivatives issued,
         acquired, or substantively altered on or after that date shall be
         recognized in the balance sheet. SFAS Nos. 133 and 137 should have no
         impact on the Company's financial statements as it currently is not
         using derivative instruments.



                                       7
<PAGE>   8


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion explains the significant factors which have affected
the Company's financial condition and results of operations during the periods
covered by this report.

FINANCIAL CONDITION

NET INCOME

During the three months ended March 31, 2000, the company generated net income
of $4 million, as compared with $1.4 million reported during the first quarter
1999. As explained in the following paragraphs, the improvement is primarily the
result of higher oil prices.

OIL PRICES

The per barrel price for the Company's crude oil sold during the first quarter
of 1999 averaged $11.48, or the lowest quarterly average experienced during the
1990's. This low price was the result of market forces reacting to world oil
production substantially exceeding world demand throughout 1998 and into the
first quarter 1999. The oversupply was exacerbated by recessions in far-east
Asian and other developing country economies.

This drop in world oil prices, forced energy companies to cut exploration and
development investments sharply in 1999. As a consequence of depressed prices,
in March 1999, the Organization of Petroleum Exporting Countries ("OPEC")
implemented reductions in production quotas. Commodities markets reacted
favorably to these events and the world price of crude oil began to rise. By mid
1999, far-east Asian economies began to recover. This combination of events
eventually led to shortages of oil that have resulted in sharp price increases
that continued through March 2000.

The improvement in the company's oil sales price during the last five quarters
is reflected in the following table.

<TABLE>
<CAPTION>
                      ----------------------- ---------------------
                              PERIOD               PRICE/BBL
                      ----------------------- ---------------------
                      <S>                     <C>
                      1st qtr 1999                  $ 11.48
                      ----------------------- ---------------------
                      2nd qtr 1999                  $ 16.24
                      ----------------------- ---------------------
                      3rd qtr 1999                  $ 20.58
                      ----------------------- ---------------------
                      4th qtr 1999                  $ 23.43
                      ----------------------- ---------------------
                      1st qtr 2000                  $ 27.77
                      ----------------------- ---------------------
</TABLE>

At a meeting convened in late March 2000, OPEC members agreed to increase oil
production quotas to help reduce the supply shortage in world oil markets. This
decision caused prices to decline to the $25 to $26 per barrel range. There is
no way to predict the future course of oil prices, or if oil prices in the mid
$20 range can be sustained. Many factors affect oil markets, including among
others, exploration discoveries, fluctuations in market demand, and adherence by
OPEC member nations to production quotas.




                                       8
<PAGE>   9
OIL PRODUCTION

For the quarter, oil production in the Entre Lomas concession totaled 908
thousand barrels, or 432 thousand barrels net to the Company's interest.
Although this total is slightly higher than production for the comparable
quarter in 1999, it represents increases attributable to the new Borde Mocho
field and the drilling and recompletion programs carried out to date in 2000.
These factors have contributed production that more than offsets normal
production declines in existing fields. Concession daily oil production, which
during the fourth quarter of 1999, averaged 9,400, or 4,500 barrels net to the
Company's interest, reached 10,600 barrels, or 5,000 barrels net, by the end of
April 2000.

ACAMBUCO

In late February 2000, the Acambuco joint venture commenced drilling the Macueta
x-1001(bis). Projected total depth is 16,700 feet and the estimated cost is $30
million, or $450 thousand net to the Company's interest. The well is located
near the Bolivian border close to the San Alberto block wherein a significant
gas discovery was made on the opposite side of the Bolivian border. By the end
of April, drilling was continuing at a depth of 5,800 feet. The Company is
participating in this well.

Drilling of the San Pedrito x-1003 well, the second development well on the San
Pedrito structure, is scheduled to start before mid year. Construction of
production facilities in Acambuco that include gathering lines, a gas pipeline,
and a gas treatment plant will begin during the year. The partners expect to
commence the sale of San Pedrito gas to Argentine markets before the end of the
year.

OBLIGATORY SAVINGS - SUPREME COURT RULING

On May 8, 2000, Argentina's Supreme Court released its decision in favor of the
DGI requiring Petrolera and its Entre Lomas partners to make the $9.2 million
obligatory savings deposit and pay court costs totaling $1.7 million, or $4.4
million and $800 thousand, respectively, net to the Company. It is anticipated
that the payment will be made before the end of May.

Payment of the deposit will be financed a with short-term bank loan provided by
an Argentine bank. At this time, should the current price of oil be sustained
for the remainder of the year, we expect to fully repay the loan before
year-end. In spite of the expected repayment, it is not anticipated that our
2000 capital program for Entre Lomas will be altered.

The Obligatory Savings Law provides that taxpayers are entitled to receive a
full refund of the deposit in pesos, plus interest based on Argentina's
national savings rate, sixty months from the date of making the deposit.
However, the law also stipulates that deposits made after the original due date
are subject to a penalty of fifty percent of the amount deposited, or in this
case $2.2 million net to the Company. Petrolera and the Company have begun
analyzing possible ways to reduce or eliminate the penalty that among several
options includes adhering to a fiscal moratorium currently available to
Argentina until May 30 that would serve to pardon the penalty.

As of the date of these Consolidated Financial Statements, the Company has
recorded contingency reserves of $2.3 million, and as such, the sum of the
penalty plus court costs provided for in the decision exceed its reserves by
$700 thousand. Payment of the deposit or the ultimate charge to expense that
will result after exhausting all available remedies, is not



                                       9
<PAGE>   10
expected to have a significant negative impact on the Company's financial
condition or results of operations.

RESULTS OF OPERATIONS

As mentioned previously under "Financial Condition", for three months ended
March 31, 2000, the Company generated net income of $4.0 million. This compares
with $1.4 million reported for the same quarter in 1999.

The improvement in net income for the periods is due primarily to increased oil
sales revenue caused by the aforementioned sharp increase in the Company's
average oil sales price. The positive effect of oil sales was partially offset
by higher operating expense that resulted from the aggressive workover campaign
currently being conducted in the Entre Lomas concession, increased exploration
expense, and greater provincial royalties, production and income taxes that are
the direct result of improved sales and income.

The following table shows total sales of crude oil, condensate, natural gas and
gas liquids and average sales prices and production costs for the periods
indicated.

<TABLE>
<CAPTION>
                                                  Three Months Ended
                                             -----------------------------
                                               March 31,       March 31,
                                                 2000            1999
                                             -------------   -------------
<S>                                          <C>             <C>
Total Sales Volumes-Net to Company

Crude Oil and Condensate (bbls)                    438,230         453,899
Gas (mcf)                                        1,390,849       1,772,515
LPG (tons)                                           1,467           1,482

Average Sales Prices (in U.S. Dollars)

Oil (per bbl)                                $       27.77   $       11.48
Gas (per mcf)                                $        1.27   $        1.26
LPG (per ton)                                $      224.40   $      151.40

Average Production Costs (in U.S. Dollars)

Oil (per bbl)                                $        9.92   $        7.77
Gas (per mcf)                                $         .25   $         .18
LPG (per ton)                                $      107.12   $       63.00
</TABLE>


Volumes presented in the above table represent those sold to customers and do
not consider provincial royalties, which are paid separately and are accounted
for as an expense by the Company. In calculating provincial royalties to be
paid, Argentine producers are entitled to deduct gathering, storage, treating
and compression costs.

Average production cost is calculated by taking into consideration all costs of
operation, including costs of remedial workovers and depreciation of property
and equipment.



                                       10
<PAGE>   11

As a consequence of depressed oil prices, during the first quarter 1999, almost
no workover expenses were incurred in the period. Workover expenses during the
first quarter 2000 are the primary reason for the period to period increase in
average production cost.

YEAR 2000 COMPLIANCE

During 1999, most companies faced a potentially serious information systems
problem because many software applications and the operational programs written
in the past would not properly recognize calendar dates beginning in the year
2000. This problem had the potential to force computers to shut down or provide
incorrect data or information. Petrolera, the operator of the Entre Lomas
concession, from which the Company derives one-hundred percent of its operating
revenue, carried out the process of identifying changes required to computer
programs to safeguard the critical aspects of the joint venture's business that
guaranteed continuation of its production and sales operations, including major
interfaces with customers and suppliers such as pipelines that carry products to
market and companies that provide power to the concession.

Petrolera completed an inventory of all equipment and software that could be
affected by the change of the century, and evaluated modifications required to
become Year 2000 compatible. During the year, new financial, accounting and
administrative systems were put in place that are fully compatible. By the end
of 1999, Petrolera achieved the fundamental objective of full Year 2000
compliance of the systems over which it has direct control at a cost not
material to the joint venture's business, financial condition, or results of
operation. Petrolera also monitored compliance efforts by major third party
companies upon which the Entre Lomas concession depends.

As the year changed and through March of 2000, Petrolera and the Company have up
to now detected no manifestations of the year 2000 bug or any interruptions to
the joint venture's production or sales operations, or the operations of any
third party companies upon which the Entre Lomas joint venture depends.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

The Company's operations are exposed to market risks as a result of changes in
Commodity prices and foreign currency exchange rates.

COMMODITY PRICE RISK

The Company produces and sells crude oil and natural gas. As a result, the
Company's financial results can be significantly impacted by fluctuations in
commodity prices due to changing market forces.

FOREIGN CURRENCY AND OPERATIONS RISK

The Company's operations are located in Argentina. Therefore, the Company's
financial results may be affected by factors such as changes in foreign currency
exchange risks, weak economic conditions, or changes in Argentina's political
climate.



                                       11
<PAGE>   12
ARGENTINE ECONOMIC AND POLITICAL ENVIRONMENT

Since 1989, Argentina's government has pursued free market policies, including
the privatization of state-owned companies, deregulation of the oil and gas
industry, that included the successful sale of YPF shares in public markets, tax
reform to equalize income tax rates for domestic and foreign investors,
liberalization of import and export laws, and the lifting of exchange controls.

The cornerstone of the country's economic reforms since 1989 has been its change
in monetary policy. In April 1991, the convertibility law was implemented
establishing an exchange rate of one Argentine peso to one U.S. dollar. The
convertibility plan requires that the country's monetary base be backed by an
equivalent amount of international reserves, including U.S. dollars and gold.
Essentially, the policy guarantees an exchange rate of 1:1. The Argentine
government has not strayed from this policy since implementation of the plan.

These policies have been successful as evidenced, first, by a reduction in
annual inflation from the 1989 rate of 5,000 percent to less than 1 percent in
1999 and, second, an influx of foreign investment capital into the country.

Presidential elections occurred in 1999. President Carlos Menem, who enacted the
privatization, deregulation, and monetary policies described above, completed
his second and final term. The new President, Fernando De la Rua of the Alianza
party, assumed office on December 10. He has stated his intention to preserve
Argentina's commitment to the convertibility law.

Since 1991, the convertibility law and the Argentine pesos one to one parity
with the US dollar have withstood the 1994 devaluation of Mexico's currency that
shocked banking systems throughout Latin America, the resignation in July, 1996
of Domingo Cavallo, President Menem's first Economy Minister and author of the
convertibility plan, the far East Asian and Russian financial crises of 1997 and
1998, and most recently the devaluation of Brazil's currency in early 1999 which
has had an adverse impact on Argentina's exports to



                                       12
<PAGE>   13

Brazil, Argentinas largest trading partner. After growing at rates of 8 percent
in 1997 and 4 percent in 1998, Argentina's gross domestic product contracted by
3.5 percent in 1999 owing in large part to Brazil's currency devaluation.

Argentina is a part of "Mercosur" a common market established by customs
agreements between Argentina, Brazil, Uruguay, and Paraguay. The "Mercosur"
market comprises a population of approximately 200 million with a total gross
domestic product of $1.1 trillion.



                                       13
<PAGE>   14

                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

               (a)    Exhibits:
                         Exhibit 27 - Financial Data Schedule

               (b)    Reports on Form 8-K:
                         None



                                       14
<PAGE>   15

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                                APCO ARGENTINA INC.
                                              ----------------------
                                                   (Registrant)



                                 By: /s/ Thomas Bueno
                                    --------------------------------------------
                                    Director, General Manager, Controller, and
                                             Chief Accounting Officer,
                                    (Duly Authorized Officer of the Registrant),




May 11, 2000



                                       15
<PAGE>   16

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                     DESCRIPTION
- -------                    -----------
<S>                        <C>
27                         Exhibit 27 - Financial Data Schedule
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<CIK> 0000311471
<NAME> APCO ARGENTINA INC.
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                          16,689
<SECURITIES>                                         0
<RECEIVABLES>                                    9,507
<ALLOWANCES>                                         0
<INVENTORY>                                        807
<CURRENT-ASSETS>                                27,347
<PP&E>                                          90,048
<DEPRECIATION>                                  44,767
<TOTAL-ASSETS>                                  76,202
<CURRENT-LIABILITIES>                           14,599
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            74
<OTHER-SE>                                      57,806
<TOTAL-LIABILITY-AND-EQUITY>                    76,202
<SALES>                                         14,270
<TOTAL-REVENUES>                                14,435
<CGS>                                                0
<TOTAL-COSTS>                                    7,227
<OTHER-EXPENSES>                                   951
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