-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LGFC0BxVss6rZk3fJ10aVfY+fZybSOHnZsUu5cul5m0q1Kb+RT7yAZa+KagGXWXS wcYxKCQGyB4mYhocJXA76g== 0000950172-02-000362.txt : 20020414 0000950172-02-000362.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950172-02-000362 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILLIAMS COMPANIES INC CENTRAL INDEX KEY: 0000107263 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 730569878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE WILLIAMS CTR CITY: TULSA STATE: OK ZIP: 74172 BUSINESS PHONE: 9185732000 MAIL ADDRESS: STREET 1: ONE WILLIAM CENTER CITY: TULSA STATE: OK ZIP: 74172 FORMER COMPANY: FORMER CONFORMED NAME: WILLIAMS BROTHERS COMPANIES DATE OF NAME CHANGE: 19710817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APCO ARGENTINA INC/NEW CENTRAL INDEX KEY: 0000311471 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 980199453 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09666 FILM NUMBER: 02555431 BUSINESS ADDRESS: STREET 1: P O BOX 2400 CITY: TULSA STATE: OK ZIP: 74102 BUSINESS PHONE: 9185882164 MAIL ADDRESS: STREET 1: P O BOX 2400 STREET 2: MD 47-17 CITY: TULSA STATE: OK ZIP: 74102 SC 13D/A 1 s467465.txt SC 13D - AMENDMENT NO. 13 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. ----------------------------------------------------------------- (Name of Issuer) Ordinary Shares, par value $.01 per share ---------------------------------------------------------------------- (Title of Class and Securities) 037489101000 ---------------------------------------------------------------------- (CUSIP Number) William G. von Glahn The Williams Companies, Inc. One Williams Center Tulsa, Oklahoma 74172 (918) 573-2000 ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 28, 2001 ---------------------------------------------------------------------- (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 - ---------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) The Williams Companies, Inc. - ---------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (X ) - ---------------------------------------------------------------------- 3. SEC USE ONLY - ---------------------------------------------------------------------- 4. SOURCE OF FUNDS 00 - ---------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( ) - ---------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ---------------------------------------------------------------------- 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 - -------------------------------------- 10. SHARED DISPOSITIVE POWER 5,075,398 - ---------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,075,398 - ---------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - ---------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 68.96% - ---------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON OO - ---------------------------------------------------------------------- CUSIP No. 03748910 13D - ---------------------------------------------------------------------- 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. --------------------- 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 ----------------------------- 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. EX-99 3 s581691.txt EXHIBIT 13.1 - TERMINATION AGREEMENT 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 --------------------------- Name: Randy Barnard Title: Chief Executive Officer and President APCO DELAWARE, INC. By: /s/ Thomas Bueno ---------------------------- Name: Thomas Bueno Title: Controller and Chief Accounting Officer GLOBEX ENERGY, INC. By: /s/ L. Gene Kornegay ---------------------------- Name: L. Gene Kornegay Title: Chief Operating Officer -----END PRIVACY-ENHANCED MESSAGE-----