UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): January 27, 2015 (January 26, 2015)

 

 

Apco Oil and Gas International Inc.

(Exact name of Registrant as Specified in its Charter)

 

 

 

Cayman Islands		0-8933		98-0199453
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification Number)

 

One Williams Center, 35th Floor, Tulsa, Oklahoma		74172
(Addresses of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (539) 573-2164

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 26, 2015, Apco Oil and Gas International Inc., a Cayman Islands exempted company limited by shares (“Apco” or the “Company”) held an extraordinary general meeting of its shareholders (the “Extraordinary General Meeting”).

The purpose of the Extraordinary General Meeting was for the shareholders to consider and vote upon the following proposals: (1) the adoption of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 2, 2014, by and among the Company, Pluspetrol Resources Corporation (“Parent”) and Pluspetrol Black River Corporation, a wholly-owned subsidiary of Parent (“Merger Sub”) (and the plan of merger exhibited thereto) and (2) the approval, on a non-binding advisory basis, of “golden parachute” compensation that certain executive officers of the Company will or may receive in connection with the Merger. Each of the proposals is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 22, 2014 (the “Proxy Statement”).

Proposal 1: Adoption of the Merger Agreement (and the plan of merger exhibited thereto).

The shareholders adopted the Merger Agreement (and the plan of merger exhibited thereto).

 

For				Against		Abstain		Broker Non-Votes
	24,548,108			188,268		42,293		N/A

Proposal 2: Advisory Vote Relating to Merger-Related Compensation

The shareholders approved, on a non-binding, advisory basis, “golden parachute” compensation that certain executive officers of the Company will or may receive in connection with the Merger as disclosed in the Proxy Statement.

 

For				Against		Abstain		Broker Non-Votes
	23,760,825			918,055		99,789		N/A

Item 8.01. Other Events.

On January 26, 2015, the Company issued a press release announcing the results of the Extraordinary General Meeting, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this Form 8-K.

 

Exhibit Number		Description
99.1		Press Release issued by Apco Oil and Gas International Inc., dated January 26, 2015.

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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.

 

Date: January 27, 2015				APCO OIL AND GAS INTERNATIONAL INC.
				By:		/s/ Amy Flakne
						Amy Flakne
						Assistant Corporate Secretary

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press Release issued by Apco Oil and Gas International Inc., dated January 26, 2015.

Exhibit 99.1

 

Apco Shareholders Approve Merger Agreement with Pluspetrol

Apco Oil and Gas International Inc. (NASDAQ:APAGF) announced today that its shareholders, at an extraordinary general meeting held on Jan. 26, 2015, approved the proposal to adopt the previously announced merger agreement, dated Oct. 2, 2014, pursuant to which Pluspetrol Resources Corporation will acquire Apco.

At the extraordinary general meeting of shareholders, there were 24,778,669 shares voted by proxy or in person, representing approximately 84 percent of Apco’s total outstanding shares as of the record date, Dec. 19, 2014.

With regard to the vote to approve the proposal to adopt the merger agreement, 24,736,376 shares were cast, representing more than 99 percent of the shares present by proxy or in person. Shares voted in favor of the proposal to adopt the merger agreement were 24,548,108, representing just over 99 percent of the shares present by proxy or in person.

In addition, the shareholders also approved the nonbinding advisory compensation proposal included in the proxy statement filed on Dec. 22, 2014.

The consummation of the acquisition of Apco by Pluspetrol remains subject to the satisfaction or waiver of a number of customary closing conditions set forth in the merger agreement and discussed in detail in the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission by Apco on Dec. 22, 2014.

About Apco Oil and Gas International Inc. (NASDAQ: APAGF)

Apco Oil and Gas International Inc. is an international oil and gas exploration and production company with interests in nine oil and gas concessions and two exploration permits in Argentina, and three exploration and production contracts in Colombia. More information is available at www.apcooilandgas.com. Go to http://www.b2i.us/irpass.asp? BzID=1671&to=ea&s=0 to join our e-mail list.

Our reports, filings, and other public announcements may contain or incorporate by reference statements that do not directly or exclusively relate to historical facts. Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. You typically can identify forward-looking statements by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

 

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Amounts and nature of future capital expenditures;

 

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Volumes of future oil, natural gas, and LPG production;

 

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Expansion and growth of our business and operations;

 

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Financial condition and liquidity;

 

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Business strategy;

 

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Estimates of proved gas and oil reserves;

 

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Reserve potential;

 

•

Development drilling potential;

 

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Cash flow from operations or results of operations;

 

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Seasonality of natural gas demand; and

 

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Oil and natural gas prices and demand.

Forward-looking statements are based on numerous assumptions, uncertainties and risks that could cause future events or results to be materially different from those stated or implied in this announcement. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

 

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Availability of supplies (including the uncertainties inherent in assessing, estimating, acquiring and developing future oil and natural gas reserves), market demand, volatility of prices, and the availability and cost of capital;

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Inflation, interest rates, fluctuation in foreign currency exchange rates, and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers);

 

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The strength and financial resources of our competitors;

 

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Development of alternative energy sources;

 

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The impact of operational and development hazards;

 

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Costs of, changes in, or the results of laws, government regulations (including climate change regulation and/or potential additional regulation of drilling and completion of wells), environmental liabilities and litigation;

 

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Political conditions in Argentina, Colombia and other parts of the world;

 

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The failure to renew participation in hydrocarbon concessions granted by the Argentine government on reasonable terms;

 

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Risks related to strategy and financing, including restrictions stemming from our loan agreement and the availability and cost of credit;

 

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Risks associated with future weather conditions, volcanic activity and earthquakes;

 

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Acts of terrorism; and

 

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Additional risks described in our filings with the Securities and Exchange Commission (“SEC”).

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above may cause our intentions to change from those statements of intention set forth in this announcement. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Investors are urged to closely consider the disclosures and risk factors in our most recent annual report on Form 10-K filed with the SEC and our quarterly reports on Form 10-Q available from our offices or from our website at www.apcooilandgas.com.

 

Apco Oil and Gas International Inc.

Media Contact:

Kelly Swan, 539-573-4944

or

Investor Contact:

David Sullivan, 539-573-9360

1/26/2015 4:30:00 PM