APCO ARGENTINA INC/NEW
10-Q, 2000-08-11
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 JUNE 30, 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 JULY 31, 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 - June 30, 2000 and
                       December 31, 1999                                                  3

                    Consolidated Statements of Operations - Three and Six
                       Months Ended June 30, 2000 and 1999                                4

                    Consolidated Statements of Cash Flows - Six Months
                       Ended June 30, 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                                                               13
</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)                             June 30,    December 31,
                                                     2000          1999
                                                   --------    ------------
ASSETS                                            (UNAUDITED)

<S>                                                <C>           <C>
Current Assets:
    Cash and cash equivalents                      $ 12,396      $ 14,207
    Accounts receivable                              10,705         7,967
    Inventory                                           923           892
    Other current assets                                433           461
                                                   --------      --------
          Total Current Assets                       24,457        23,527

Property and Equipment:
    Cost                                             93,583        87,724
    Accumulated depreciation                        (46,037)      (43,569)
                                                   --------      --------
                                                     47,546        44,155

Other assets                                          8,244         3,319
                                                   --------      --------
                                                   $ 80,247      $ 71,001
                                                   ========      ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable                               $  4,464      $  3,127
    Accrued liabilities                               9,220         6,000
    Dividends payable                                 1,196         1,196
    Other liabilities                                    --         1,189
                                                   --------      --------
           Total Current Liabilities               $ 14,880        11,512
                                                   --------      --------

Long term liabilities                                 2,961         4,027
Deferred income taxes                                   677           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                                52,329        45,705
                                                   --------      --------
          Total Stockholders' Equity                 61,729        55,105
                                                   --------      --------
                                                   $ 80,247      $ 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          Six Months Ended
                                                           June 30,                   June 30,
                                                    ----------------------      ---------------------
                                                      2000          1999          2000         1999
                                                    --------      --------      --------     --------
<S>                                                 <C>           <C>           <C>          <C>
REVENUES:

       Operating revenue                            $ 15,238      $  9,445      $ 29,508     $ 17,104
       Other revenues                                    184           103           349          204
                                                    --------      --------      --------     --------
                                                      15,422         9,548        29,857       17,308
                                                    --------      --------      --------     --------

COSTS AND EXPENSES:

       Operating expense                               3,322         2,812         6,974        5,366
       Provincial royalties                            1,743         1,118         3,189        1,809
       Transportation & storage                          640           434         1,030          906
       Selling and administrative                        587           491         1,128        1,070
       Depreciation, depletion and amortization        1,290         1,390         2,488        2,418
       Exploration expense                               183             0           557            2
       Argentine taxes                                 2,879         1,404         5,342        2,121
       Other (income) expense, net                      (268)         (425)          132          (84)
                                                    --------      --------      --------     --------
                                                      10,376         7,224        20,840       13,608
                                                    --------      --------      --------     --------

NET INCOME                                          $  5,046      $  2,324      $  9,017     $  3,700
                                                    ========      ========      ========     ========

INCOME PER ORDINARY SHARE,
       Basic and Diluted                            $    .69      $    .31      $   1.23     $    .50
                                                    ========      ========      ========     ========

AVERAGE ORDINARY SHARES OUTSTANDING,
       Basic and Diluted                               7,360         7,360         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)                                             Six Months Ended
                                                                      June 30,
                                                               ----------------------
CASH FLOW FROM OPERATING ACTIVITIES:                             2000          1999
                                                               --------      --------

<S>                                                            <C>           <C>
    Net income                                                 $  9,017      $  3,700
    Adjustments to reconcile to cash
       (used in) provided by operating activities:
          Depreciation, depletion and amortization                2,488         2,418
          Prior year investment charged to expense                  316            --
          Retirement of property                                     --            17
          Changes in accounts receivable                         (2,738)       (2,929)
          Changes in inventory                                      (31)          265
          Changes in other current assets                            28           371
          Changes in accounts payable                             1,337        (2,385)
          Changes in accrued liabilities                          3,220         2,516
          Changes in other assets and liabilities
             Including Acambuco investments                      (6,860)         (689)
                                                               --------      --------

    Net cash provided by operating activities                     6,777         3,284

CASH FLOW FROM FINANCING ACTIVITIES:

    Capital expenditures                                         (6,196)       (3,129)

CASH FLOW FROM FINANCING ACTIVITIES:

    Dividends paid                                               (2,392)       (2,392)
                                                               --------      --------

NET CHANGE IN CASH AND
   CASH EQUIVALENTS                                              (1,811)       (2,237)

CASH AND CASH EQUIVALENTS AT
   BEGINNING OF THE PERIOD                                       14,207        13,359
                                                               --------      --------

CASH AND CASH EQUIVALENTS AT
   END OF THE PERIOD                                           $ 12,396      $ 11,359
                                                               ========      ========

Supplemental disclosures of cash flow information:

    Cash paid during the period for Argentina income taxes     $  4,387      $    523
</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 Argentine 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 six months ended June 30, 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 with 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.

     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

                                       6

<PAGE>   7


                       APCO ARGENTINA INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   (UNAUDITED)

     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.
     Because of this, Petrolera and its Entre Lomas partners resorted to paying
     the deposit pursuant to the Argentine government's offer of existing tax
     debt consolidation provided for in Decree P.E.N. No. 93/00, "tax
     moratorium". Among other tax obligations, the Decree covered those
     obligations owing the DGI that were under judicial consideration on January
     27, 2000, the date the Decree was published. Furthermore, the Decree
     offered penalty and sanction exemptions to any tax payer complying with the
     requirements of the moratorium. Given that Law 23,549, the Mandatory
     Savings Law, subject of the dispute with the DGI, provides that deposits
     made after the original due date are subject to the aforementioned penalty
     equivalent to forfeiture of 50 percent of the deposit refund, and that
     Petrolera and the Entre Lomas partners complied with the requirements of
     the tax moratorium decree, Petrolera management feels that the Entre Lomas
     partners should be released from the penalty provided for by the Mandatory
     Savings Law.

     As a part of the moratorium, the $9.2 million deposit, $4.4 million net to
     the Company, is to be paid in installments. This amount has been recorded
     as a current liability that will decrease over time and be eliminated as
     the installments are paid. An equivalent offset has been recorded as an
     other asset to reflect the reimbursement of the deposit after five years.
     In June, the partners made a $613 thousand down payment, $292 thousand net,
     with the balance to be paid in twelve equal installments. Also, as a
     consequence of the moratorium, the $1.7 million in legal fees, $800
     thousand net, were reduced to $394 thousand, or $187 thousand net. These
     legal fees were paid and expensed in June.

(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

For the three and six months ended June 30, 2000, the Company generated net
income of $5.0 million and $9.0 million, as compared with $2.3 million and $3.7
million for the same periods in 1999. This is the highest six-month income ever
reported by the Company. As explained in the following paragraphs, this
improvement in net income is primarily the result of higher oil prices.

OIL PRICES

During the first quarter of 1999, the world price of crude oil reached its
lowest level since the oil price collapse of 1986. The per barrel price of West
Texas Intermediate fell to as low as $11 during the quarter. 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. Furthermore, because of the low price environment of 1998 and early
1999, many energy companies were forced to sharply curtail and in some cases
eliminate exploration and development investments for 1999, thereby contributing
further to reduced oil supplies. These two factors combined with increased
demand worldwide resulted in sharp oil price increases that have continued
through the first six months of this year.

The improvements in the Company's oil sales price during the last six 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
2nd qtr 2000                  $ 28.31
</TABLE>

This more than doubling of the Company's oil sales price has resulted in
significantly higher levels of operating cash flow for the Entre Lomas joint
venture and enabled the partners to complete the year 2000 drilling program far
ahead of schedule. Late in the second quarter, two additional wells were
drilled, one of which is the Borde Mocho #3 well.

There is no way to predict the future course of oil prices, or if oil prices in
the high $20 range can be sustained. Many factors affect oil markets, including
among others, exploration discoveries, the level of development investments in
the oil and gas industry, fluctuations in

                                       8

<PAGE>   9


market demand, adherence by OPEC member nations to production quotas, and future
decisions by OPEC to either increase or decrease quotas.

OIL PRODUCTION

For the six months ended June 30, 2000, oil production in the Entre Lomas
concession totaled 884 thousand barrels net to the Company's interest as
compared with 855 thousand for the same period in 1999. The increase reflects
the results of the drilling and workover programs carried out during the period
that have added production that more than offsets normal production declines in
existing fields. The Borde Mocho #3 well was completed and placed on production
in late July. It extends both the Tordillo and Quintuco reservoirs in the Borde
Mocho area to the northwest. The Borde Mocho #4 well is scheduled to spud before
the end of the third quarter. The partners now feel that the success of this
third well justifies moving ahead with local production facilities and a
pipeline that connects Borde Mocho to the concession's principal production
installations.

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 field is being developed by Petrobras on the same structure as the Macueta
prospect. The well now being drilled is a twin to the Macueta x-1001 well
drilled in 1981 by Bridas S.A.P.I.C., Northwest Argentina Corporation, and the
Company, the original Acambuco partners. The original well discovered gas in the
Huamampampa formation, but had to be abandoned due to mechanical problems. To
date the Macueta x-1001(bis) is proceeding as scheduled. It is currently
drilling at a depth of 15,252 feet. As with other wells in the concession, the
principal objective is the Huamampampa formation.

Drilling of the San Pedrito x-1003 well commenced in August. Construction of
production facilities in Acambuco that include gathering lines, and separators
in the San Pedrito field, a gas pipeline, and a gas treatment plant are well
underway and proceeding as planned. The partners expect to commence selling San
Pedrito gas to Argentine markets by 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.

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. Because of this, Petrolera and its Entre Lomas partners
resorted to paying the deposit pursuant to the Argentine government's offer of
existing tax debt consolidation provided for in Decree P.E.N. No. 93/00, "tax
moratorium". Among other tax obligations, the Decree covered those obligations
owing the DGI that were under judicial consideration on January 27, 2000, the
date the Decree was published. Furthermore, the Decree offered penalty and
sanction exemptions to any tax payer complying with the

                                       9

<PAGE>   10


requirements of the moratorium. Given that Law 23,549, the Mandatory Savings
Law, subject of the dispute with the DGI, provides that deposits made after the
original due date are subject to the aforementioned penalty equivalent to
forfeiture of 50 percent of the deposit refund, and that Petrolera and the Entre
Lomas partners complied with the requirements of the tax moratorium decree,
Petrolera management feels that the Entre Lomas partners should be released from
the penalty provided for by the Mandatory Savings Law.

As a part of the moratorium, the $9.2 million deposit, $4.4 million net to the
Company, is to be paid in installments. In June, the partners made a $613
thousand down payment, $292 thousand net, with the balance to be paid in twelve
equal installments. Also, as a consequence of the moratorium, the $1.7 million
in legal fees, $800 thousand net, were reduced to $394 thousand, or $187
thousand net. These legal fees were paid and expensed in June.

RESULTS OF OPERATIONS

As mentioned previously under "Financial Condition", for the three and six
months ended June 30, 2000, the Company generated net income of $5.0 million and
$9.0 million as compared with $2.3 million and $3.7 million for the same periods
in 1999.

The improvement in net income for the three and six month 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
current years remedial well workover campaign being conducted in the Entre Lomas
concession. The current years program includes workovers scheduled for 1999 that
went unperformed due to low oil prices. Other offsetting factors include higher
administrative expense that includes business development evaluation costs
incurred in the current year, greater crude oil storage expense due to delays in
shipping exports, and increased provincial royalties and Argentine taxes that
result directly from the higher levels of sales and net 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>
                                                                        Six Months Ended
                                                                   -----------------------------
                                                                    June 30,          June 30,
                                                                      2000              1999
                                                                   -----------       -----------

<S>                                                                    <C>               <C>
Total Sales Volumes-Net to Company
    Crude Oil and Condensate (bbls)                                    879,472           853,413
    Gas (mcf)                                                        3,057,822         3,615,802
    LPG (tons)                                                           3,115             3,351
Average Sales Prices (in U.S. Dollars)
    Oil (per bbl)                                                  $     28.07       $     13.78
    Gas (per mcf)                                                  $      1.35       $      1.33
    LPG (per ton)                                                  $    224.81       $    157.66
Average Production Costs (in U.S. Dollars)
    Oil (per bbl)                                                  $      9.36       $      8.24
    Gas (per mcf)                                                  $       .25       $       .19
    LPG (per ton)                                                  $     85.61       $     61.98
</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

                                       10

<PAGE>   11


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. The current per unit cost of depreciation is $2.43 per barrel of
oil, and $.13 per mcf of natural gas. LPG facilities are fully depreciated.

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.

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 2000 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, 1999. He has stated his intention to
preserve Argentina's commitment to the convertibility law.

                                       11

<PAGE>   12


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
had an adverse impact on Argentina's exports to 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's GDP is expected to
grow 3% in 2000.

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.

                                       12

<PAGE>   13


                           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

                                       13

<PAGE>   14


                                    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)


August 11, 2000

                                       14

<PAGE>   15


                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                 DESCRIPTION
------                 -----------


<S>                    <C>
  27                   Financial Data Schedule
</TABLE>


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