ITEM 2. PROPERTIES
See ITEM 1(c) for a description of properties.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
Other than as described in the financial statements, there are no material pending legal proceedings to which the Company is a party.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
At December 31, 1996, there were 1,394 record holders of the Company's ordinary shares, $0.01 par value. The ordinary shares are traded sporadically in the over-the-counter market. The Company understands that the trades which occur are made both at the quoted market price or on a negotiated basis outside of the quoted market. The high and low bid prices listed below were provided to the Company by the National Association of Securities Dealers Automated Quotation System (NASDAQ).
As described on page 19, under "Management's Discussion and Analysis of Financial Condition and Results of Operations", in 1995, the Entre Lomas partners raised the level of capital spending in the concession. As a result, in order to assure the Company has available the financial resources required to carry out this heightened level of spending, effective the third quarter of 1995, the Company reduced its quarterly dividend to 16.25 cents per share from the previous level of 32.5 cents. Future dividends are necessarily dependent upon numerous factors, including, among others, earnings, capital spending, changes in governmental regulations and changes in crude oil and natural gas prices. The Company reserves the right to change the level of dividend payments or to discontinue or suspend such payments at the discretion of the Directors.
The Company has been advised that: a Cayman Islands company may not pay dividends to shareholders out of its share capital or share premium account; there are no Cayman Islands laws, decrees or regulations relating to restrictions on the import or export of capital or exchange controls affecting remittances of dividends, interest and other payments to non-resident holders of the Company's ordinary shares; there are no limitations either under the laws of the Cayman Islands or under the Company's Memorandum or Articles of Association restricting the right of foreigners to hold or vote the Company's ordinary shares; there are no existing laws or regulations of the Cayman Islands imposing taxes or containing withholding provisions to which United States holders of the Company's ordinary shares are subject; and there are no reciprocal tax treaties between the Cayman Islands and the United States.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW
The Company and its Entre Lomas partners continue their efforts to maximize cash flow from the Entre Lomas concession. During 1996, the Company received $9.8 million in distributions and dividends compared with $7.2 million and $12.8 million in 1995 and 1994, respectively.
Receipt of future distributions will depend on the joint venture's ability to generate profits, cash availability exceeding capital requirements, and continued ability to repatriate funds free from government control and restrictions.
OIL PRICES
The increase in oil prices which occurred during 1996 has positively impacted the Company's earnings. In the year, the sales price of oil averaged $20.87, as compared with $16.67 and $15.11, for 1995 and 1994, respectively. This increase was the most important factor contributing to the $12.7 million net income generated during the year, the second highest level ever reported by the Company.
Price exceeded $24 late in 1996 but has lately fallen back near $20 during the first quarter of 1997. It is uncertain whether recent levels can be sustained. Although oil prices appear to have stabilized, a return to 1995 and 1994 levels is possible. Each price scenario would have its corresponding affect on the Company's 1997 results and beyond. Oil prices are affected by multiple factors which include among others, worldwide production and demand, inventory levels, weather, and political factors in the middle east and other oil producing regions.
OIL PRODUCTION
As described on page 7, under "Entre Lomas Fields" and "Oil Reservoirs", during 1996 and early 1997, four wells drilled in the Entre Lomas field have been significantly more productive in the early stages of their life cycle than previously drilled wells. Results of these four wells have been largely responsible for raising daily oil production in the concession from approximately 9,000 barrels per day in early 1996, to greater than 11,000 barrels per day today. Additional wells to extend development of this field will be drilled in 1997.
GAS DEVELOPMENT
The increase in gas sales volumes which occurred during 1996 also contributed to the improved results for the year. The volume increase was attributable to success of gas development efforts described on page 7, under "Entre Lomas Fields" and "Gas
Reservoirs." Gas production is not expected to increase further, as it is felt that drilling to date has fairly well defined the limits of the new gas field.
CAPITAL SPENDING
In mid-1995, the Entre Lomas partners reached an understanding with regard to increasing the level of capital expenditures in the concession over five years with the objective of fully developing existing producing fields in the concession and continuing the program of exploration commenced in 1993. This understanding is not an expenditure commitment by the partners, but a general agreement about long term development in the concession. Actual future investments will be defined through the annual budgeting process.
The investment table presented on page 12 indicates that total development, exploration and workover expenditures in the concession have increased from $15 million in 1994 to $32 million in 1996. It is the intention of the partners to maintain investments at this level for the foreseeable future. Doing so is contingent on the success of the program and continued stability of oil and gas prices. To date, the combination of rising sales prices and oil production have enabled the joint venture to increase capital spending while maintaining distribution payments to its partners.
RESULTS OF OPERATIONS
REFER TO CONSOLIDATED STATEMENT OF OPERATIONS ON PAGE 25.
1996 VS 1995
Operating revenues increased by $10.2 million compared with 1995. The primary cause of this increase was higher oil sales prices which in 1996, on a per barrel basis, averaged $20.87 versus $16.67 during 1995; increased gas sales volume resulting from the success of gas development efforts in the Entre Lomas gas field described on page 7 under "Entre Lomas Fields;" and higher contract gas prices in effect during 1996.
Other revenues decreased $389 thousand as a result of lower interest rate yields during 1996 on the Company's short term financial investments.
Operating expenses increased $1.8 million compared with the prior year due to a greater number of well workovers in producing wells.
Depreciation, depletion and amortization increased by $951 thousand due to capital expenditures exceeding depreciation thereby resulting in increases in the Company's depreciable property and equipment base.
Exploration expense decreased $773 thousand compared with the prior year due to costs of 3D seismic incurred in 1995. No seismic expenditures were made in 1996.
Argentine taxes increased by $2.5 million over the prior year due to higher production and sales taxes directly associated with higher operating revenues, greater income
taxes associated with higher Argentine taxable income, and the increase in Argentina's income tax rate from 30% to 33%, which went into effect in 1996.
1995 VS 1994
Operating revenues increased by $3.2 million compared with 1994. The primary causes of this increase were higher oil sales prices, which in 1995, on a per barrel basis, averaged $16.67 versus $15.11 during 1994; increased gas sales volumes, resulting from the success of gas development efforts in the new Entre Lomas gas field, described on page 7 under "Entre Lomas Fields"; and higher contract gas prices in effect during 1995.
Other revenues increased by $442 thousand as a result of significantly higher interest rate yields during 1995 on the Company's short term financial investments.
Operating expense increased by $1.2 million compared with the prior year due to several factors, the two most important of which are greater number of well workovers in both producing and injection wells, and costs associated with a polymer injection pilot implemented in the early part of the year.
Depreciation, depletion and amortization increased by approximately $933 thousand due to a combination of capital expenditures exceeding depreciation thereby resulting in increases in the Company's depreciable property and equipment base, and adjustments to estimates of the Company's oil and gas reserves as compared with the prior year.
Exploration expense increased by $917 thousand compared with the prior year due to costs of the 3D seismic program conducted during the early part of the year and the charge associated with the write off of the La Pista x-1 well.
Argentine taxes increased by $914 thousand over the prior year due to additional production and sales taxes directly associated with higher operating revenues and greater income taxes associated with higher Argentine taxable income.
In 1994, as a result of new environmental regulations in Argentina, the joint venture began to accrue costs for future plugging and abandonment of wells in all of its producing fields. This accrual was initiated with a retroactive charge in 1994 and is the principal cause of the $886 thousand reduction in other expense.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Schedules--All schedules have been omitted, as the required information has been included in the consolidated financial statements and notes thereto, or because the schedules are not applicable or required.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders of Apco Argentina Inc.:
We have audited the accompanying consolidated balance sheets of Apco Argentina Inc. (a Cayman Islands corporation) and subsidiary as of December 31, 1996 and 1995, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Apco Argentina Inc. and subsidiary as of December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma February 27, 1997
APCO ARGENTINA INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these consolidated statements.
APCO ARGENTINA INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these consolidated statements.
APCO ARGENTINA INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
The accompanying notes are an integral part of these consolidated statements.
APCO ARGENTINA INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these consolidated statements.
APCO ARGENTINA INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES
GENERAL AND PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Apco Argentina Inc. (a Cayman Islands corporation) and its wholly owned subsidiary, Apco Properties Ltd. (a Cayman Islands corporation), which are herein collectively referred to as the Company. The Company is engaged in joint ventures in oil and gas exploration, development and production in Argentina. Its principal business is a 47.6 percent participation in the Entre Lomas Concession, which is accounted for following the proportional consolidation method.
The Williams Companies, Inc. ("Williams") owns 67.14 percent of the outstanding ordinary shares of the Company.
Oil and gas operations are risky in nature. A successful operation requires that a Company deal with uncertainties about the subsurface that even a combination of experience, scientific information and careful evaluation cannot always overcome.
Because the Company's assets are located in Argentina, management, for many years, as described in Note 9, was required to deal with threats from inflation, devaluation and currency controls. Since 1991, the economic and political environment in the country has improved dramatically due to free market economic policies implemented by the government of President Carlos Menem. These policies have resulted in significantly reducing inflation and stabilization of the Argentine peso. In May of 1995, President Menem was reelected for a second four year term.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
PROPERTY AND EQUIPMENT
Property is recorded at cost. Oil and gas properties are depreciated over their productive lives using the units of production method. All other property is depreciated on a straight-line basis, using estimated useful lives of 3 to 15 years.
APCO ARGENTINA INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
NET INCOME PER ORDINARY SHARE
Net income per ordinary share is based on the weighted average number of ordinary shares outstanding.
FOREIGN EXCHANGE
The general policy followed in the translation of the Company's financial statements of foreign operations into United States dollars is in accordance with Statement of Financial Accounting Standards No. 52, using the United States dollar as the functional currency.
INCOME TAXES
Provision is made for deferred income taxes applicable to temporary differences between the financial statements and tax basis of the assets and liabilities, if any.
(2) ACAMBUCO JOINT VENTURE
The Company is a participant in the Acambuco joint venture and has a 1.5 percent interest in an oil and gas concession in the Acambuco area, located in northwest Argentina. Bridas S.A.P.I.C. ("Bridas") is the operator of the joint venture.
As part of the settlement of a 1983 dispute between Bridas, Northwest Argentina Corporation, a Williams subsidiary, and the Company, in 1984, Williams agreed to guarantee the payment of principal, interest and other costs related to a $7.9 million loan obtained from a U.S. bank by Bridas S.A., an affiliate of Bridas. Pursuant to the terms of the third amendment to the loan agreement and the loan guarantee agreement, payments on the loan began May 15, 1992. To date all principal and interest payments have been made on schedule and the current loan balance is $2.2 million. Any U.S. dollar shortfall which may result from loan payments made in Argentine currency by Bridas shall be borne equally by Bridas and Williams.
Because Williams' guarantee directly benefits the Company and Northwest Argentina Corporation, the Company and Northwest Argentina Corporation have each agreed to pay Williams one-half of any amounts paid by it as a result of a Bridas default.
APCO ARGENTINA INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(3) ENTRE LOMAS JOINT VENTURE
The Company owns a 23 percent direct interest in the Entre Lomas joint venture. It also owns a 24.6 percent indirect interest by virtue of its 33.68 percent stock ownership in Petrolera Perez Companc S.A., the operator of the joint venture, which owns 73.15 percent of the joint venture. Consequently, the Company's combined direct and indirect interests in the Entre Lomas joint venture total 47.6 percent. The joint venture is engaged in the exploration, development and production of oil and gas in the Entre Lomas concession located in the provinces of Rio Negro and Neuquen in southern Argentina.
The Company's pro-rata share of the assets, liabilities, revenues and expenses of the Entre Lomas joint venture and Petrolera Perez Companc are reflected in the Company's Consolidated Financial Statements using proportional consolidation.
The Entre Lomas joint venture uses the successful-efforts method of accounting for oil and gas exploration and production operation, whereby costs of acquiring non-producing acreage, costs of drilling successful exploration wells and development costs are capitalized. Costs of unsuccessful drilling are expensed as incurred. The Entre Lomas concession is evaluated periodically and, if conditions warrant, an impairment reserve would be provided.
Statement of Financial Accounting Standards No. 69, "Disclosures About Oil and Gas Producing Activities", requires certain disclosures about oil and gas producing activities. Unaudited information regarding the Company's interest in the Entre Lomas joint venture is presented on pages 5 through 13.
APCO ARGENTINA INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(4) CASH EQUIVALENTS
Cash equivalents are defined by the Company as short-term investments with original maturities of three months or less. Amounts are stated in thousands of dollars.
The carrying amount reported in the balance sheet for short-term investments is equivalent to fair value.
(5) MAJOR CUSTOMERS
Sales to customers with greater than ten percent of total sales consist of the following:
* Less than 10 percent
APCO ARGENTINA INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(6) RELATED PARTY TRANSACTIONS
The Company paid approximately $182,000, $206,000, and $204,000 in 1996, 1995 and 1994, respectively, to Williams and affiliates for management services, general and administrative expenses and purchases of materials and supplies. Accounts payable to Williams and affiliates outstanding at December 31, 1996 and December 31, 1995, of approximately $58,000 and $22,000, were paid in 1997 and 1996 respectively.
(7) CAYMAN ISLANDS AND UNITED STATES INCOME TAXES
In 1979, the Company changed the jurisdiction of its incorporation from Delaware to the Cayman Islands. The Company's income since that date, to the extent that it is derived from sources outside the U.S., generally is not subject to U.S. Federal income taxes. Also, the Company has been granted an undertaking from the Cayman Islands government, expiring in 1999, to the effect that the Company will be exempt from tax liabilities resulting from tax laws enacted by the Cayman Islands government subsequent to 1979. The Cayman Islands currently has no applicable income tax or corporation tax and, consequently, the Company believes its earnings are not subject to U.S. income taxes or Cayman Islands income or corporation taxes.
(8) ARGENTINE TAXES
The Company recorded Argentine taxes as presented in the following table. Amounts are stated in thousands of dollars.
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. The deposits were to be repaid after five years and earned interest at the rate stipulated by the law. It was the point of view of the joint venture and the advice of its legal counsel 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.
APCO ARGENTINA INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
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, amounts to $9.2 million. An appeal was filed by Petrolera in Argentine Federal Tax Court. In the opinion of Petrolera's management and legal counsel, the possibility that this claim will result in an unfavorable outcome for the joint venture is remote. The Company has no reason to believe otherwise, and accordingly, has not recorded a liability for its share of the asserted claim.
In March 1993, the Neuquen Tax Bureau demanded that Petrolera pay the Stamp Tax on Additional Clause No. 3, the third amendment to the original Entre Lomas contract number 12,507. Petrolera appealed this decision before the Tax Court of the province and lost. In March 1994, Petrolera deposited $1.6 million, the sum claimed, and subsequently filed a suit before the Neuquen Superior Court asking for full reimbursement.
Should Petrolera not prevail in Superior Court, in the opinion of its management and legal counsel, it is entitled to seek reimbursement from YPF pursuant to terms of contract 12,507. Accordingly, the amount deposited has been recorded as a receivable by both Petrolera and the Company.
In 1996, the Rio Negro Tax Bureau also demanded that Petrolera pay Stamp Tax on Additional Clause No. 3. No amount has been specified as yet. Petrolera has contested Rio Negro's claim on the basis that the statute of limitations on its claim has expired. In the opinion of Petrolera's management and legal counsel, this position should prevail.
(9) ARGENTINE CURRENCY FLUCTUATIONS
Argentina has over the years experienced cycles of acute inflation followed by extreme devaluation. However, inflation and devaluation have diminished since 1991 due to implementation of the convertibility law, privatization of public sector Companies, deregulation and modifications in fiscal and monetary policy.
By early 1991, the exchange rate between the austral and the U.S. dollar reached 10,000 to 1. In April of that year, the convertibility law was implemented and the austral was renamed the peso. One peso became the equivalent of 10,000 former australs, 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. No exchange gains or losses have been realized by the Company during the three years ended December 31, 1996 as the rate of exchange has remained 1 to 1.
APCO ARGENTINA INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(10) QUARTERLY FINANCIAL DATA (UNAUDITED)
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) IDENTIFICATION OF DIRECTORS
(b) IDENTIFICATION OF EXECUTIVE OFFICERS
Executive officers of the Company are elected by the Board of Directors and hold office until relieved of such office by action of the Board of Directors.
(c) IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
None.
(d) FAMILY RELATIONSHIPS
There are no family relationships between any director or executive officer and any other director or executive officer in the Company.
(e) BUSINESS EXPERIENCE
Mr. Bumgarner is Senior Vice President Corporate Development and Planning of Williams and President of Williams International Company. He has held various officer level positions with Williams since 1977.
Mr. Williams is engaged in personal investments. He was Chairman of the Board and Chief Executive Office of Williams prior to retiring in 1978. Mr. Williams is also a director of General Cable Corporation and Unit Corporation.
Mr. Bailey is Chairman of the Board, Chief Executive Officer and President of Williams. He has held various other officer level positions with Williams and its subsidiaries since 1975.
J. D. McCarthy is Senior Vice President of Finance of Williams. He was previously Vice President and Treasurer of Williams from 1987 through 1991.
Thomas Bueno was Manager of Finance and Accounting of the Company from 1985 through 1991.
(f) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
None.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
(a) CASH COMPENSATION
The Company has not paid its present executive officers any cash compensation or bonuses.
(b) COMPENSATION PURSUANT TO PLANS
None.
(c) OTHER COMPENSATION
None.
(d) COMPENSATION OF DIRECTORS
Directors who are employees of Williams receive no additional 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.
(e) TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
None.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AT DECEMBER 31, 1996
(b) SECURITY OWNERSHIP OF MANAGEMENT AT DECEMBER 31, 1996
Each of the directors of the Company beneficially owns ten shares of the Company's ordinary shares, $.01 par value, as director's qualifying shares.
(c) CHANGES IN CONTROL
None.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain relationships and related-party transactions are disclosed elsewhere herein in Notes 1, 2 and 6 to the Notes to Consolidated Financial Statements.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements filed in this report are set forth in the Index to Consolidated Financial Statements under Item 8. All schedules have been omitted as the required information has been included in the consolidated financial statements and notes thereto, or because the schedules are not applicable or required.
(b) REPORTS ON FORM 8-K
None.
(c) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
*(10) - Agreement between The Williams Companies, Inc., Northwest Argentina Corporation and Apco Argentina Inc. dated April 15, 1987 relating to reimbursement of costs incurred by Williams pursuant to the guarantee by Williams of the bank loan made to Bridas in connection with the release by Bridas of Northwest Argentina Corporation's and Apco Argentina Inc.'s liability in the Acambuco Joint Venture as filed with Form 10-K, No. 0-8 933, dated April 11, 1988.
*(10) - Agreement dated March 13, 1968, between Perez Companc and YPF for the Exploration, Exploitation and Development of the "Entre Lomas" area, Contract Number 12,507 as filed with Form S-1, Registration No. 2-62187 dated September 26, 1978.
*(10) - Translation dated November 18, 1970, of agreement dated March 13, 1968, between Perez Companc and YPF as filed with Form S-1, Registration No. 2-62187 dated September 26, 1978.
*(10) - Joint Venture Agreement dated April 1, 1968, among Apco Oil Corporation, Perez Companc and Petrolera as filed with Form S-1, Registration No. 2-62187 dated September 26, 1978.
*(10) - Joint Venture Agreement dated February 29, 1972, among the Company, Perez Companc and Petrolera as filed with Form S-1, Registration No. 2-62187 dated September 26, 1978.
*(10) - Joint Venture Agreement dated March 23, 1977, among the Company, Perez Companc and Petrolera as filed with Form S-1, Registration No. 2-62187 dated September 26, 1978.
*(10) - Assignment dated February 10, 1977, between YPF and Gas del Estado as filed with Form S-1, Registration No. 2-62187 dated September 26, 1978.
*(10) - Contract dated December 1977 amending the March 13, 1968 Agreement between Perez Companc and YPF as filed with Form S-1, Registration No. 2-62187 dated September 26, 1978.
*(10) - Form of Separation Agreement dated September 22, 1978, between Apco and the Company as filed with Form S-1, Registration No. 2-62187 dated September 26, 1978.
*(10) - Memorandum of Agreement dated August 16, 1979, among the Company, Perez Companc and Petrolera as filed with Form 10-K, No. 0-8933, dated March 28, 1980.
*(10) - Agreement dated December 7, 1983, between Petrolera and YPF regarding the delivery of propane and butane from the Entre Lomas area, as filed with Form 10-K, No. 0-8933, dated April 12, 1983.
*(10) - CONTRACT FOR THE EXPLORATION, EXPLOITATION AND DEVELOPMENT OF THE "ENTRE LOMAS" AREA, dated July 8, 1982 between Yacimientos Petroliferos Fiscales Sociedad Del Estado and Petrolera Perez Companc, Inc. relating to the extension of Contract No. 12,507, as filed with Form 10 -K, No. 0-8933, dated April 12, 1983.
*(10) - ADDITIONAL CLAUSE NUMBER 3 dated December 18, 1985, to the agreement between Perez Companc and YPF covering the Entre Lomas area dated March 13, 1968 and attached translation as filed with Form 10-K, No. 0-8933, dated April 11, 1988.
*(10) - Agreement between the Joint Committee created by the Ministry of Public Works and Services and the Ministry of Energy, YPF and Petrolera Perez Companc S.A. dated December 26, 1990, constituting the conversion to concession and deregulation of the original Entre Lomas contract number 12,507.
(24) - Power of attorney.
(27) - Financial data schedule.
* Exhibits so marked have heretofore been filed with the Securities and Exchange Commission as part of the filing indicated and are incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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)
Dated: March 27, 1997 By: /s/ Thomas Bueno ----------------------------------- Thomas Bueno Attorney-in-Fact
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/ *John C. Bumgarner March 27, 1997 - ---------------------------------------- John C. Bumgarner, Chairman of the Board and Chief Executive Officer
/s/ *Jack D. McCarthy March 27, 1997 - ---------------------------------------- Jack D. McCarthy, Vice President and Chief Financial Officer
/s/ *Thomas Bueno March 27, 1997 - ---------------------------------------- Thomas Bueno, Controller and Chief Accounting Officer
/s/ *John H. Williams March 27, 1997 - ---------------------------------------- John H. Williams, Director
/s/ *Keith E. Bailey March 27, 1997 - ---------------------------------------- Keith E. Bailey, Director
*By: /s/ THOMAS BUENO March 27, 1997 ------------------------------------ Thomas Bueno, Attorney-in-Fact
INDEX TO EXHIBITS