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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 13)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Apco Argentina Inc.
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(Name of Issuer)
Ordinary Shares, par value $.01 per share
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(Title of Class and Securities)
037489101000
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(CUSIP Number)
William G. von Glahn
The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
(918) 573-2000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 28, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following [ ]
Note: Six copies of this Statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
CUSIP No. 037489 10
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
The Williams Companies, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER
SHARES - 0 -
BENEFICIALLY --------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH 5,075,398
REPORTING --------------------------------------
PERSON 9. SOLE DISPOSITIVE POWER
WITH - 0 -
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10. SHARED DISPOSITIVE POWER
5,075,398
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,075,398
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
68.96%
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14. TYPE OF REPORTING PERSON
OO
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CUSIP No. 03748910 13D
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This statement amends and supplements the Statement on Schedule
13D dated October 23, 1987, as amended, (collectively, the "Schedule 13D"),
filed with the Securities and Exchange Commission by The Williams
Companies, Inc., a Delaware corporation ("Williams"), in connection with
its ownership of ordinary shares, par value $.01 per share (the "Apco
Ordinary Shares"), of Apco Argentina Inc., a Cayman Islands corporation
(the "Company"). Unless otherwise defined herein, all capitalized terms
used herein shall have the meanings ascribed to them in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
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Item 4 is hereby amended in the following respect:
As previously disclosed in the Company's Form 8-K dated December
28, 2001, the Company, Apco Delaware, Inc., a Delaware corporation and a
wholly-owned direct subsidiary of the Company and Globex Energy, Inc., a
Delaware corporation ("Globex"), mutually terminated the Agreement and Plan
of Merger, dated April 5, 2001 (the "Merger Agreement"). As a result of the
termination of the Merger Agreement, the Shareholders Agreement between
Williams Global Energy (Cayman) Limited, a Delaware corporation("Williams
Global") and certain shareholders of Globex was never executed and the
Voting and Lock-Up Agreement between Globex and Williams Global was
terminated according to its terms.
A copy of the Termination Agreement is attached hereto as Exhibit
13.1 and is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby further amended and
supplemented by incorporating the response contained in Item 4 of this
Amendment.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended in the following respect:
13-1 Termination Agreement, dated as of December 28, 2001, by and among
the Company, Apco Delaware, Inc., a Delaware corporation, and Globex.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is true,
complete and correct.
Date: February 21, 2002
THE WILLIAMS COMPANIES, INC.
By: /s/ Suzanne H. Costin
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Name: Suzanne H. Costin
Title: Corporate Secretary
Exhibit Index
13-1 Termination Agreement, dated as of December 28, 2001, by and
among the Company, Apco Delaware, Inc., a Delaware
corporation, and Globex.
Exhibit 13.1
TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated as of December 28, 2001 (this
"Termination Agreement"), by and among Apco Argentina Inc., a Cayman Islands
corporation ("Apco"), Apco Delaware, Inc., a Delaware corporation and a direct
wholly-owned subsid iary of Apco ("Merger Sub"), and Globex Energy, Inc., a
Dela ware corporation ("Globex").
WHEREAS, Apco, Merger Sub and Globex entered into an
Agreement and Plan of Merger, dated as of April 5, 2001 (the "Merger
Agreement");
WHEREAS, the Boards of Directors of Apco, Merger Sub and
Globex deem it advisable and in the best interests of each corporation and its
respective stockholders that the Merger Agreement be terminated;
NOW, THEREFORE, in consideration of the foregoing and the
respective covenants and agreements set forth in this Termination Agreement,
and intending to be legally bound hereby, the parties hereto agree as follows:
1. TERMINATION; CONFIDENTIAL INFORMATION.
(a) Apco, Merger Sub and Globex hereby acknowledge
and agree that the Merger Agreement is terminated pursuant to Section 7.1(a)
thereof effective as of the date hereof and that, as a result of such
termination, none of Apco, Merger Sub or Globex (nor any of their respective
directors or officers) shall have any further obligations or liabilities owing
to the others in connection with or arising out of the Merger Agree ment or
its termination except as specifically set forth in Section 7.2 of the Merger
Agreement.
(b) Any Confidential Information and any work papers,
memoranda or other writings prepared by a party or its Representatives derived
from or incorporating any Confidential Information will continue to be subject
to the terms of Section 5.3 of the Merger Agreement.
2. RELEASE.
(a) Effective as of the date hereof, each of Apco and Merger
Sub hereby releases and discharges, absolutely and forever, any and all
claims, causes of action, losses, damages and liabilities of each and every
kind ("Claims") Apco or Merger Sub has had prior to the date hereof, directly
or indirectly, against Globex or any of Globex's Representatives,
shareholders, subsidiaries or other affiliates, arising out of or relating to
any breach of or default under the Merger Agreement by Globex on or prior to
the date hereof.
(b) Effective as of the date hereof, Globex hereby releases
and discharges, absolutely and forever, any and all Claims Globex has had
prior to the date hereof, directly or indirectly, against Apco or Merger Sub
or any of Apco's or Merger Sub's Representatives, shareholders, subsidiaries
or other affiliates, arising out of or relating to any breach of or default
under the Merger Agreement by Apco or Merger Sub on or prior to the date
hereof.
3. GENERAL PROVISIONS.
(a) All defined terms used but not otherwise defined herein
shall have the meanings set forth in the Merger Agree ment.
(b) This Termination Agreement shall be governed and
construed in accordance with the laws of the State of Delaware (without giving
effect to choice of law principles thereof).
(c) This Termination Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement
and shall become effective when one or more counterparts have been signed by
each of the parties and delivered to the other party, it being understood that
the parties need not sign the same counterpart.
IN WITNESS WHEREOF, Apco, Merger Sub and Globex have caused
this Termination Agreement to be signed by their respec tive officers
thereunto duly authorized, all as of the date first written above.
APCO ARGENTINA INC.
By: /s/ Randy Barnard
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Name: Randy Barnard
Title: Chief Executive
Officer and President
APCO DELAWARE, INC.
By: /s/ Thomas Bueno
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Name: Thomas Bueno
Title: Controller and
Chief Accounting Officer
GLOBEX ENERGY, INC.
By: /s/ L. Gene Kornegay
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Name: L. Gene Kornegay
Title: Chief Operating Officer