UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

[Rule 13d-101]

Under the Securities Exchange Act of 1934

(Amendment No. 19)*

 

 

Apco Oil and Gas International Inc.

(Name of Issuer)

Ordinary Shares, par value $0.01 per share

Class A Shares, $0.01 per share

(Title of Class of Securities)

G0471F109

(CUSIP Number)

Richard E. Muncrief

One Williams Center

Tulsa, Oklahoma 74172-0172

(539) 573-2164

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 2, 2014

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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SCHEDULE 13D

 

CUSIP No. G0471F109

 

(1)		Name of reporting persons   WPX Energy, Inc.
(2)		Check the appropriate box if a member of a group: (a)  ¨        (b)  x
(3)		SEC use only
(4)		Source of funds:
(5)		Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e):    ¨
(6)		Citizenship or place of organization:       Delaware
Number of shares beneficially owned by each reporting person with				(7)		Sole voting power:       Class A Shares: 20,301,592+     Ordinary Shares: 0+
				(8)		Shared voting power:       0
				(9)		Sole dispositive power:       Class A Shares: 20,301,592+     Ordinary Shares: 0+
				(10)		Shared dispositive power:       0
(11)		Aggregate amount beneficially owned by reporting person:       Class A Shares: 20,301,592+     Ordinary Shares: 0+
(12)		Check box if the aggregate amount in Row (11) excludes certain shares:    ¨
(13)		Percent of class represented by amount in Row (11):       69%^
(14)		Type of reporting person:       CO

 

+

Class A shares have 85% of the voting power as a class with respect to the election and removal of the Issuer’s directors. Class A shares and ordinary shares have identical rights and preferences in all other respects. Each Class A share will convert automatically into one ordinary share in the event that neither The Williams Companies, Inc. nor WPX Energy, Inc. beneficially owns, separately or in the aggregate, directly or indirectly, at least 50 percent of the aggregate outstanding Class A shares and ordinary shares.

^	Based on the sum of 9,139,651 ordinary shares outstanding as of November 26, 2014 and 20,301,592 ordinary shares issuable upon the conversion of all outstanding Class A shares.

 

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Introduction

This Amendment No. 19 amends the Schedule 13D originally filed with the Securities and Exchange Commission on October 23, 1987 (as amended, the “Schedule 13D”) by The Williams Companies, Inc. (“Williams”) and certain other entities. Until December 31, 2011, WPX Energy, Inc. (“WPX”) was a wholly-owned subsidiary of Williams. This Schedule 13D relates to the Class A shares, par value $0.01 per share, and ordinary shares, par value $0.01 per share, of Apco Oil and Gas International Inc., a Cayman Islands limited company (the “Issuer”). Unless specifically amended hereby, the disclosure set forth in the Schedule 13D shall remain unchanged.

Item 4. Purpose of the Transaction.

The information previously provided in response to Item 4 is hereby amended and restated by replacing the text thereof in its entirety with the following:

In connection with the Issuer entering into the Agreement and Plan of Merger, dated October 2, 2014, (the “Merger Agreement”) with Pluspetrol Resources Corporation, a company incorporated under the laws of the Cayman Islands (“Parent”) and Pluspetrol Black River Corporation, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of Parent, WPX, holding approximately 69% of the shares of the Issuer, entered into an irrevocable limited power of attorney on October 2, 2014 (the “Power of Attorney”).

The Power of Attorney generally grants to Appleby Trust (Cayman) Ltd. the power to vote WPX’s Class A shares of the Issuer in favor of the approval and adoption of the Merger Agreement and the Plan of Merger and to vote against approvals of any proposal made in opposition to, competition with, or which would result in a breach of the Merger Agreement. The Power of Attorney automatically terminates upon the termination of the Merger Agreement pursuant to its terms.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information previously provided in response to Item 6 is hereby amended and restated by replacing the text thereof in its entirety with the following:

The response to Item 4 above is hereby incorporated by reference in its entirety into this Item 6.

Item 7. Material to Be Filed as Exhibits.

The information previously provided in response to Item 7 is hereby amended in the following respect:

 

Exhibit No.		Description Of Exhibit
19		Power of Attorney, dated as of October 2, 2014, by WPX Energy, Inc. to Appleby Trust (Cayman) Ltd.

 

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SIGNATURES

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.

Dated: November 26, 2014

 

 

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Executive Officers of WPX Energy, Inc.

Richard E. Muncrief

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: President and Chief Executive Officer

Citizenship: USA

Amount Beneficially Owned: 1*

Bryan K. Guderian

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Senior Vice President of Operations

Citizenship: USA

Amount Beneficially Owned: 4 (less than 1%)*

Steven G. Natali

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Senior Vice President of Exploration

Citizenship: USA

Amount Beneficially Owned: 0*

Dennis C. Cameron

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Senior Vice President and General Counsel

Citizenship: USA

Amount Beneficially Owned: 0*

J. Kevin Vann

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Senior Vice President and Chief Financial Officer

Citizenship: USA

Amount Beneficially Owned: 1*

Marcia M. MacLeod

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Senior Vice President of Human Resources and Administration

Citizenship: USA

Amount Beneficially Owned: 0*

Michael R. Fiser

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Senior Vice President of Marketing

Citizenship: USA

Amount Beneficially Owned: 0*

 

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Board of Directors of WPX Energy, Inc.

Kimberly S. Lubel

CST Brands

One Valero Way

Building D, Suite D2-179

San Antonio, TX 78249

Principal Occupation: President, CEO and Chairman of CST Brands, Inc.

Citizenship: USA

Amount Beneficially Owned: 0*

John A. Carrig

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 0*

William R. Granberry

Compass Operating, LLC

400 W. Illinois, Suite 1000

Midland, Texas 79701

Principal Occupation: Member of Compass Operating Company LLC, a private oil and gas exploration, development, and producing company.

Citizenship: USA

Amount Beneficially Owned: 0*

Robert K. Herdman

Kalorama Partners LLC

1130 Connecticut Avenue NW, Suite 800

Washington, DC 20036

Principal Occupation: Managing Director of Kalorama Partners LLC, a consulting firm specializing in providing advice regarding corporate governance, risk assessment, crisis management and related matters.

Citizenship: USA

Amount Beneficially Owned: 0*

Kelt Kindick

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 0*

Karl F. Kurz

c/o WPX Energy, Inc.

One Williams Center

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 0*

 

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Jack E. Lentz

c/o WPX Energy, Inc.

One Williams Center

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 0*

George A. Lorch

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 0*

William G. Lowrie

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 0*

Richard E. Muncrief

(see above)

David F. Work

c/o WPX Energy, Inc.

One Williams Center

Tulsa, Oklahoma 74172-0172

Principal Occupation: Retired

Citizenship: USA

Amount Beneficially Owned: 0*

 

*	Shows beneficial ownership of ordinary shares. WPX Energy, Inc. is the only holder of Class A shares.

 

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Exhibit Index

 

Exhibit No.		Description Of Exhibit
19		Power of Attorney, dated as of October 2, 2014, by WPX Energy, Inc. to Appleby Trust (Cayman) Ltd.

 

8

Exhibit 19

Power of Attorney

(Attached)

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EXECUTION

THIS LIMITED POWER OF ATTORNEY is made on 2 October 2014.

 

BY		WPX Energy, Inc., a corporation incorporated under the laws of the State of Delaware whose registered office is situated at 3500 One Williams Center, Tulsa, OK 74103, United States of America (WPX).
WHEREAS		WPX is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 20,301,592 Class A Shares (Subject Shares), of a nominal or par value of US$0.01 each, in the capital of Apco Oil and Gas International Inc. (Company) and, in connection therewith, WPX has determined to irrevocably appoint the Attorney (as defined below) to be WPX’s attorney-in-fact for the purposes noted below from the date hereof through the Termination Time.

IT IS AGREED AND DECLARED THAT

 

1.	Capitalized terms used but not defined in this Power of Attorney shall have the meaning given to them in the merger agreement among Pluspetrol Black River Corporation and the Company, dated as of the date hereof (as may be modified or amended from time to time) (Merger Agreement).

 

2.

WPX hereby retains Appleby Trust (Cayman) Ltd., whose registered office is situated at Clifton House, 75 Fort Street, PO Box 1350, Grand Cayman KY1-1108, Cayman Islands (Attorney) for the purpose of voting (or procuring the vote of) the Subject Shares at every meeting of the shareholders of the Company, and at every adjournment or postponement thereof, and on every action or approval by written consent of the shareholders of the Company and instructs the Attorney to vote (or procure the vote of) the Subject Shares only as follows:

 

(a)

in favor of the approval and adoption of the Merger Agreement and the Plan of Merger (which provides for, among other things, the merger of Pluspetrol Black River Corporation with and into the Company (the Merger) with the Company continuing as the surviving corporation), the approval of the Merger and the other transactions contemplated by the Merger Agreement and the Plan of Merger and any other matter that must be approved by the shareholders of the Company in order for the transactions contemplated by the Merger Agreement and the Plan of Merger to be consummated;

 

(b)

against approval of any proposal made in opposition to, made in competition with, or that would result in a breach of, the Merger Agreement, the Plan or Merger or the Merger or any other transactions contemplated by the Merger Agreement; and

 

(c)

against any of the following actions (other than those actions in furtherance of the Merger, the Plan of Merger and the Merger Agreement): (i) any merger, consolidation, business combination, sale of assets, reorganization or recapitalization of or involving the Company or any of its Subsidiaries, (ii) any sale, lease or transfer of all or substantially all of the assets of the Company or any of its Subsidiaries, (iii) any reorganization, recapitalization, extraordinary dividend, dissolution, liquidation or winding up of the Company or any of its Subsidiaries, (iv) any material change in the capitalization of the Company or any of its Subsidiaries, or the corporate structure of the Company or any of its Subsidiaries, (v) any Acquisition Proposal with respect to the Company, (vi) to the extent submitted to a shareholder vote, any change in the

 

2

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business, management or Board of Directors of the Company, or (vii) any other action that (1) is intended, or would reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any other transactions contemplated by the Merger Agreement, (2) would result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement of the Company under the Merger Agreement, or (3) would change in any manner the dividend policy or capitalization of, including the voting rights of any class of equity interests in, the Company,

collectively, the “Subject Votes”.

 

3.

For the services to be rendered by the Attorney hereunder, the Attorney shall be paid by WPX, concurrently with the Termination Time, a fee (Fee) in an amount equal to the aggregate of (i) US$0.01 for each time the Attorney attends, participates in or directs the exercise of any voting rights attaching to the Subject Shares (whether at any general meeting, class meeting or other meeting at which such rights are capable of being exercised or sign or execute written resolution), plus (ii) US$1.00 in connection with the passage or adoption of a resolution of the members of the Company approving the Merger.

 

4.

For the purpose of securing the interest of the Attorney in the Fee, WPX irrevocably and by way of security hereby appoints the Attorney as its true and lawful attorney with authority on its behalf and in its name or otherwise to exercise all rights, powers and privileges attaching to the Subject Shares or otherwise capable of being exercised by the registered holder of the Subject Shares and for such purpose to do all such acts and things and to execute all such deeds and other documents as the Attorney shall consider necessary or desirable to effect the Subject Votes, including (without prejudice to the generality of the foregoing), all or any of the following for and on behalf of WPX (in each case in such manner and on such terms as the Attorney in its absolute discretion shall think fit):

 

(a)

to attend, participate in and direct the exercise of any voting rights attaching to the Subject Shares at any general meeting, class meeting or other meeting at which such rights are capable of being exercised; and

 

(b)

to approve, complete, or otherwise sign or execute any requisition of any meeting, consent to short notice or waive notice, proxy, written resolution, agreement of the members of the Company (or any of them) or any other document capable of being signed by the registered holder of the Subject Shares.

 

5.

WPX hereby undertakes not to, and it shall not, exercise any of the rights, powers and privileges attaching to the Subject Shares, or otherwise capable of being exercised by the registered holder of the Subject Shares, in relation to the Subject Votes without the prior written consent of the Attorney.

 

6.

The Attorney may from time to time, on such terms as it thinks fit, appoint and remove a substitute (who shall not have the power of substitution) and delegate to an agent the exercise of any other power conferred by this Power of Attorney and may act concurrently with such substitute or agent. The Attorney may delegate all or any of these powers conferred by this Power of Attorney to an officer or officers of the Attorney.

 

7.

WPX hereby ratifies and confirms, and agrees to ratify and confirm, any acts and other things whatsoever that the Attorney shall do or purport to do by virtue of this Power of Attorney including any such acts and things done between the time of revocation of this Power of Attorney and the time of that revocation becoming known to the Attorney.

 

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8.

By the execution of this Power of Attorney, WPX undertakes to indemnify, and hereby indemnifies, each of the persons named above as Attorney (and any substitutes or delegates of such Attorney) of WPX from and against any and all actions, proceedings, losses, costs, damages, expenses, claims, demands or other liabilities of any nature whatsoever which any or all of them may suffer or otherwise incur by reason of their exercising the powers, acting pursuant to or in reliance on this Power of Attorney.

 

9.

WPX shall not sell, dispose of, transfer, or assign the Subject Shares or any other ownership interests in the Company and shall cause the Company not to sell, dispose of, transfer, or assign any ownership interests in any corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof owned by it as of the date hereof, other as permitted pursuant to the terms and conditions of the Merger Agreement.

 

10.

This Power of Attorney shall remain effective and valid until the earlier of (i) termination of the Merger Agreement pursuant to its terms and (ii) immediately prior to the effective time of the Merger and it shall be deemed to be revoked at that time (such time, the “Termination Time”) and shall be of no further effect after that time.

 

11.

This Power of Attorney and any non-contractual obligations arising out of or in connection with this Power of Attorney shall be governed by, and construed in accordance with, the laws of the Cayman Islands. The courts of Cayman Islands shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Power of Attorney or its subject matter or formation (including any non-contractual dispute or claim).

 

12.	A copy of this Deed may be deposited at the registered office of the Company or with such other person as may be deemed necessary or desirable to satisfy any requirement of the Company’s articles of association or for any other purpose.

 

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IN WITNESS whereof WPX has executed this Power of Attorney as a deed the day and year first above written.

 

EXECUTED AS A DEED by WPX Energy, Inc.:		)
		)				Duly Authorised Signatory
		)
		)				Name:		Jeffrey Schmuhl
		)
		)				Title:		Vice President Acquisitions and Divestitures

in the presence of:

 

Signature of Witness
Name:		Amy Flakne
Address:		One Williams Center, 3500 Tulsa, OK 74172
Occupation:		Attorney