SC 13D/A 1 dp18771_sc13da1.htm FORM SC 13/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1 to Amended and Restated Schedule 13D)*
 
YPF SOCIEDAD ANÓNIMA
(Name of Issuer)
 
 
CLASS D SHARES
(PAR VALUE PS. 10 PER SHARE)
(Title of Class of Securities)
 
 
984245100
(CUSIP Number)
 
 
Fernando Ramírez Mazarredo
Repsol YPF, S.A.
Paseo de la Castellana, 278—280, 28046 Madrid, Spain
Tel:  (011-34) 91 314-2821
 
With a copy to:
 
Michael J. Willisch, Esq.
Davis Polk & Wardwell LLP
Paseo de la Castellana, 41
28046 Madrid
Tel:  (011-34) 91 768-9610
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
 
August 2010
(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-l(f) or 240.13d-l(g), check the following box.  o
 
*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).
 
 
 
 
 
 
CUSIP No. 984245100
 
 
 
  
1.
NAMES OF REPORTING PERSONS.
 
REPSOL YPF, S.A.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
(b)
 
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS (see instructions)
 
 
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
KINGDOM OF SPAIN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.
SOLE VOTING POWER
 
330,551,981 CLASS D SHARES
8.
 
SHARED VOTING POWER
 
NOT APPLICABLE
9.
 
SOLE DISPOSITIVE POWER
 
330,551,981 CLASS D SHARES
10.
 
SHARED DISPOSITIVE POWER
 
NOT APPLICABLE
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
330,551,981 CLASS D SHARES
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
 
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
84.04% OF CLASS D SHARES
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

 
 
 
 
Item 1.  Security and Issuer
 
Repsol YPF, S.A. (“Repsol”) hereby amends and supplements its report on Schedule 13D, as amended and restated on February 25, 2008 (as heretofore amended and restated, the “Schedule 13D”) with respect to the Class D Shares, nominal value PS. 10 per share (the “Class D Shares”), of YPF Sociedad Anónima, an Argentine corporation (the “Issuer” or the “Company”).  The principal executive offices of the Issuer are located at Macacha Güemes 515, C1106BKK Ciudad Autónoma de Buenos Aires, Argentina.  Unless otherwise indicated, capitalized terms used in this Amendment No. 1 (the “Amendment”), but not defined herein, shall have the meaning assigned to such term in the Schedule 13D.
 
Item 2.  Identity and Background
 
Item 2 of the Schedule 13D is hereby amended and supplemented by the following information:
 
Since the filing of the Schedule 13D on February 25, 2008 through the date hereof, Repsol has sold 0.1% of the outstanding capital stock of the Issuer to Petersen Energía Inversora S.A. pursuant to the Second Option Agreement.
 
The name, business address, present principal occupation or employment and citizenship of each director and executive officer of Repsol is set forth on Schedule A.
 
During the last five years, none of Repsol and, to the best of Repsol’s knowledge, the persons listed on Schedule A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.  Source and Amount of Funds or Other Consideration
 
This Schedule 13D relates to Repsol’s plan to sell Class D Shares as described in Item 4 below.  Repsol is not purchasing any shares of the Issuer.
 
Item 4.  Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby amended and supplemented by the following information:
 
Repsol may from time to time in one or more registered or unregistered public or private transactions sell Class D Shares (in the form of Class D Shares or American Depositary Shares (each representing one Class D Share)) of the Issuer as contemplated in Repsol’s recent public disclosures, including Repsol’s Strategic Plan 2010-2014 and Annual Report on Form 20-F for the year ended December 31, 2009.
 
Except as set forth herein, Repsol does not have any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
 
Item 5.  Interest in Securities of the Issuer
 
Item 5(a) of the Schedule 13D is hereby amended and supplemented by the following information:
 
As a result of its sale of 0.1% of the outstanding capital stock of the Issuer to Petersen Energía Inversora S.A. pursuant to the Second Option Agreement, Repsol beneficially owns, for the purpose of Rule 13d-3 promulgated under the Exchange Act, 330,551,981 Class D Shares, representing approximately 84.04% of the Issuer’s outstanding Class D Shares.
 
Except as set forth herein, none of Repsol, and, to the best of its knowledge, any persons named in Schedule A hereto owns beneficially any shares of the Issuer.
 
Item 5(b) of the Schedule 13D is hereby amended and supplemented by the following information:
 
 
Page 3 of 9
 
 
 
Repsol has sole power to vote and to dispose of 330,551,981 Class D Shares.
 
Item 5(c) of the Schedule 13D is hereby amended and supplemented by the following information:
 
During the past sixty days there has been no transaction in the Class D Shares of the Issuer effected by Repsol or, to the knowledge of Repsol, any person named in Schedule A.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Except for the contracts, arrangements, understandings or relationships (legal or otherwise) described in the Schedule 13D and the matters contemplated above in Item 4, to the best knowledge of Repsol, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between Repsol and/or the persons enumerated in Schedule A, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.
 
Item 7.  Material to be Filed as Exhibits
 
None.
 
 
Page 4 of 9
 
 
 
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:  August 5, 2010
Repsol YPF, S.A.
  
   
   
By:
/s/  Fernando Ramírez Mazarredo
  
  Name:
Fernando Ramírez Mazarredo
  
  Title:
Chief Financial Officer
  
 
 
Page 5 of 9
 
 
 
SCHEDULE A
 
 
DIRECTORS AND EXECUTIVE OFFICERS OF REPSOL YPF, S.A.
 
The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Repsol YPF, S.A. (“Repsol”), are set forth below.  Unless otherwise indicated, the business address of each such person is Paseo de la Castellana, 278—280, 28046 Madrid, Spain.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Repsol.  Unless otherwise indicated below, all of the persons listed below are citizens of Spain.
 
 
Name and Business or Home Address and Citizenship
  
 
Position with Repsol YPF, S.A and
Present Principal Occupation
Directors
    
Antonio Brufau Niubó
  
Chairman and Director, Member and Chairman of the Delegate Committee (Comisión Delegada) and Chief Executive Officer of Repsol YPF, S.A.
 
Vice-Chairman of Gas Natural SDG, S.A. and Chairman of YPF, S.A. and Foundation Repsol; Member of the European Round Table of Industrialists (ERT), the Advisory Board of Confederación Española de Organizaciones Empresariales (CEOE), the Advisory Corporate Board of Real Instituto Elcano, the General Assembly of The American Chamber of Commerce in Spain, the Asociación Española de Directivos, Foundation CEDE (Confederación Española de Directivos y Ejecutivos), Foundation Instituto Ildefons Cerdá and the Círculo de Economía.
 
Luis F. del Rivero Asensio
  
1st Vice-Chairman and Director, nominated for membership by Sacyr Vallehermoso, S.A., and Member of the Delegate Committee (Comisión Delegada) of Repsol YPF, S.A.
 
Executive Chairman of Sacyr Vallehermoso, S.A.; Director of Testa Inmuebles en Renta, Sacyr, S.A.U., Valoriza Gestión, S.A.U. and Aeropuerto de la Región de Murcia; Joint and Several Administrator of Sacyr Vallehermoso Participaciones Mobiliarias and Sacyr Vallehermoso Participaciones, S.L.; Chairman of Vallehermoso División Promoción, S.A.U., Tesfran and Sacyr Concesiones; Vice Chairman of Somague S.G.P.S. and 2nd Vice Chairman of Autopista Vasco Aragonesa Concesionaria Española.
 
Isidre Fainé Casas
  
2nd Vice-Chairman and Director, nominated for membership by Criteria Caixa Corp. (Caja de Ahorros y Pensiones de Barcelona “la Caixa” Group), and Member of the Delegate Committee (Comisión Delegada) of Repsol YPF, S.A.
 
Chairman of “la Caixa”, Criteria CaixaCorp, S.A., CECA (Confederación Española de Cajas de Ahorros) and Foundation “la Caixa”; Vice Chairman of Abertis Infraestructuras and Telefónica; Director of Banco BPI and Grupo Financiero Inbursa; Representative of Criteria Caixacorp in the Board of Hisusa (Holding de Infraestructuras y Servicios Urbanos); Non-executive Director of The Bank East of Asia, Limited.
 
Juan Abelló Gallo
  
Director, nominated for membership by Sacyr Vallehermoso, S.A., Member of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A.
 
Chairman of Torreal and Alcaliber (representing Nueva Compañía de Inversiones); Vice-Chairman of Sacyr Vallehermoso (representing Nueva Compañía de Inversiones) and CVNE (representing Austral, B.V.); and Director of Zed Worldwide (representing Nueva Compañía de Inversiones).
 
 
 
 
Page 6 of 9
 
 
 
Paulina Beato Blanco
  
Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors, and Chairman of the Audit and Control Committee of Repsol YPF, S.A.
 
Advisor to the Iberoamerican Secretary General (Secretaría General Iberoamericana), professor for Economic Analysis in various universities and member of a special board for promoting the Knowledge Society in Andalusia.
 
Artur Carulla Font
  
Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Member of the Nomination and Compensation Committee of Repsol YPF, S.A.
 
Chairman of Agrolimen and its participated companies Affinity Petcare, Preparados Alimenticios (Gallina Blanca Star), Biocentury, The Eat Out Group, Reserva Mont-Ferrat and Arbora & Ausonia; Director and Secretary of Quercus Capital Riesgo, S.G.E.C.R and Consorcio de Jabugo; Member of the Regional Board of Telefónica in Catalonia; Member of the Advisory Boards of EXEA Empresarial and Roca Junyent; Vice-Chairman of Círculo de Economía and Foundation ESADE; Member of IAB (International Advisory Board) of the Generalitat de Catalunya, Foundation Lluis Carulla, Management Board of Instituto de la Empresa Familiar and Foundation MACBA (Museo de Arte Contemporaneo de Barcelona)
 
Luís Carlos Croissier Batista
  
Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Member of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A.
 
Director of Adolfo Dominguez, Testa Inmuebles en Renta, Eolia Renovables de Inversiones SCR, Grupo Copo de Inversiones and Sole Director of Eurofocus Consultores.
 
Carmelo de las Morenas López
  
Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Member of the Audit and Control Committee of Repsol YPF, S.A.
 
Chairman of Casa de Alguacil Inversiones SICAV and Director of the Britannia Steam Ship Insurance Association, Ltd., Orobaena S.A.T. and Faes Farma.
 
Ángel Durández Adeva
  
Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Member of the Audit and Control Committee of Repsol YPF, S.A.
 
Director of Gestevisión Telecinco; Member of the Advisory Board of Exponencial-Agencia de Desarrollos Audiovisuales, Ambers & Co and FRIDE (Foundation for the international relations and the foreign development); Chairman of Arcadia Capital and Información y Control de Publicaciones; Member of Foundation Germán Sánchez Ruipérez and Foundation Independiente and Vicepresident of Foundation Euroamérica.
 
Javier Echenique Landiríbar
  
Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors, Member of the Delegate Committee (Comisión Delegada), and of the Audit and Control Committee of Repsol YPF, S.A.
 
Chairman of Banco Guipuzcoano, Telefónica Móviles México, Actividades de Construcción y Servicios (ACS), Abertis Infraestructuras Grupo Empresarial Ence and Celistics, L.L.C.; Delegate of the Board of Telefónica in the Basque region; Member of the Advisory Board of Telefónica Spain; Member of Foundation Novia Salcedo and Círculo de Empresarios Vascos.
 
María Isabel Gabarró Miquel
  
Director, Independent outside director as determined in accordance with
 
 
Page 7 of 9
 
 
 
    the Bylaws and the Regulations of the Board of Directors, Member of the Nomination and Compensation Committee and Member of the Strategy, Investment and Corporate Social Responsibility Committee.
 
Registered on the Bar of Notaries of Barcelona; Member of the Sociedad Económica Barcelonesa de Amigos del País.
     
Jose Manuel Loureda Mantiñán
  
Director, nominated for membership by Sacyr Vallehermoso, S.A., Member of the Nomination and Compensation Committee and of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A.
 
Director of Sacyr Vallehermoso (as representative of Prilou), Chairman of Valoriza Gestión, S.A.U. and Hoteles Bisnet and Director of Vallehermoso División Promoción, S.A.U., Testa Inmuebles en Renta, Sacyr, S.A.U. and Somague S.G.P.S.
 
Juan María Nin Génova
  
Director, nominated for membership by Criteria Caixa Corp (“la Caixa” Group) and member of the Nomination and Compensation Committee and of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A.
 
President and CEO of “la Caixa”; Deputy Chairman of Foundation “la Caixa” and Criteria CaixaCorp; Member of the Board of Directors of SegurCaixa Holding, Gas Natural SDG, Banco BPI, Erste Group Bank, A.G. and Grupo Financiero Inbursa; Member of the Board of Governors of University of Deusto and Foundation ESADE Business School; Member of the Board of Directors of Círculo Ecuestre and APD (Asociación para el Progreso de la Dirección), Foundation Federico García Lorca and Foundation Council Spain-U.S.A.; Deputy Chairman of Foundation Council Spain-India; Member of the Economic Group of Spain-China Forum; Secretary of the Federació Catalana de Caixes d’Estalvi; Member of the Economic Policy Commission of the Barcelona Chamber of Commerce.
 
PEMEX Internacional España, S.A.
  
Raul Cardoso Maycotte serves as representative of PEMEX Internacional España, S.A. (a related company of PEMEX) on the Board of Directors of Repsol YPF, S.A. Spanish law permits limited liability companies to serve as members of the Board of Directors. A company serving in such a capacity must appoint a natural person to represent it at the meetings of the Board of Directors. Director, Member of the Delegate Committee (Comisión Delegada) and Chairman of the Strategy, Investment and Corporate Social Responsibility Committee of Repsol YPF, S.A.
 
Managing director of PEMEX Internacional España, S.A. and P.M.I. Holdings Petróleos España, S.L., as well as the Mexican representative for OPEC and the International Energy Agency, amongst other forums.
 
Citizen of: México
 
Henri Philippe Reichstul
  
Director, Independent outside director as determined in accordance with the Bylaws and the Regulations of the Board of Directors and Member of the Delegate Committee (Comisión Delegada) of Repsol YPF, S.A.
 
Member of the Strategic Board of ABDIB, Director of Ashmore Energy Internacional, Chairman of Brenco–Companhia Brasileira de Energía Renovável, Member of Coinfra, Member of the Advisory Board of Lhoist do Brasil Ltda., Member of the Supervisory Board of Peugeot Citroen, Member of the International Advisory Board of Group Credit Agricole and Vice-Chairman of the Board of the Brazilian Foundation for Sustainable Development.
 
Citizen of: Brazil
 
Luis Suárez de Lezo Mantilla
  
Director, Member of the Delegate Committee (Comisión Delegada), Secretary of the Board of Directors, Executive Director and General Counsel of Repsol YPF, S.A.
 
Director of Gas Natural SDG, S.A., YPF and Repsol-Gas Natural LNG, Vice Chairman of Foundation Repsol and member of the Environment and Energy Commission of the International Chamber of Commerce (ICC).

 
Page 8 of 9
 
 
 
 
Name and Business or Home Address and Citizenship
 
  
 
Position with Repsol YPF, S.A and
Present Principal Occupation
 
Executive Officers (Who Are Not Directors)
    
Miguel Martínez San Martín
  
Chief Operating Officer
Pedro Fernández Frial
  
Executive Managing Director of Downstream
Nemesio Fernández-Cuesta Luca de Tena
  
Executive Managing Director of Upstream
Cristina Sanz Mendiola
  
Group Managing Director of Human Resources and Organization
Antonio Gomis Sáez
  
Executive Managing Director of YPF
Fernando Ramírez Mazarredo
  
Chief Financial Officer

 Page 9 of 9