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UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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SCHEDULE
13D/A
Under
the Securities Exchange
Act of 1934
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(Amended
and Restated Schedule
13D)*
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YPF
SOCIEDAD
ANÓNIMA
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(Name
of Issuer)
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CLASS
D
SHARES
(PAR
VALUE PS. 10 PER
SHARE)
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(Title
of Class of Securities)
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984245100
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(CUSIP
Number)
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Fernando
Ramírez
Mazarredo
Repsol
YPF,
S.A.
Paseo
de la Castellana,
278—280, 28046 Madrid, Spain
Tel: (011-3491)
348-8100
With
a copy to:
Nicholas
Adams Kronfeld,
Esq.
Davis
Polk &
Wardwell
450
Lexington
Avenue
New
York, NY
10017
Tel: (212)
450-4000
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(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
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December
26,
2007
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(Date
of Event which Requires Filing of this Statement)
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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
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*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.
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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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CUSIP
No.
984245100
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1
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NAME
OF REPORTING PERSONS
REPSOL
YPF, S.A.
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
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o
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
or 2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
KINGDOM
OF SPAIN
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NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH
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7
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SOLE
VOTING POWER
389,548,900
CLASS D SHARES
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
389,548,900
CLASS D SHARES
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
389,548,900
CLASS D SHARES
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.42%
OF CLASS D SHARES
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14
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TYPE
OF REPORTING PERSON
CO
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Repsol
YPF,
S.A.
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By:
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/s/ Fernando
Ramírez Mazarredo
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| Name: | Fernando Ramírez Mazarredo | ||
| Title: |
Chief
Financial Officer
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Name
and Business or Home
Address and Citizenship
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Position
with Repsol YPF, S.A
and
Present
Principal
Occupation
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Directors
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Antonio
Brufau Niubó
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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.
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Luis
F. del Rivero Asensio
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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., and Director of the following
entities of the Sacyr Vallehermoso Group: Europistas, S.A., Testa
Inmuebles en Renta, S.A., Sacyr, S.A.U., Vallehermoso División Promoción,
S.A.U., Itínere Infraestructuras, S.A., Valoriza, S.A.U., Vice-Chairman of
Autopista Vasco Aragonesa Concesionaria Española, S.A. Joint and Several
Administrator of Sacyr Vallehermoso Participaciones Mobiliarias,
S.L. and
Chairman of Tesfran.
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Isidre
Fainé Casas
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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 Caja de Ahorros y Pensiones de Barcelona (”la Caixa”), Abertis Infraestructuras,
S.A. and ”la Caixa” Foundation; member
of the Royal
Academy of Economics and Finance and of the Royal Academy of Doctors;
First Deputy Chairman of the Association of Spanish Savings Banks
(CECA)
and Chairman of the Association of Catalan Savings Banks. He is also
Chairman of Hodefi, S.A.S., Deputy Chairman of the Board of Directors
of
Telefónica and Director of Criteria Caixa Corp., BPI-SGPS-Banco Portugués
de Investimento, Brisa Auto-Estradas de Portugal, S.A., Port Aventura,
S.A. and Hisusa, S.A. (as representative of Criteria Caxa
Corp.).
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Juan
Abelló Gallo
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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, S.A. and Alcaliber, S.A. (as representative of Nueva
Compañía
de Inversiones, S.A.); Vicechairman of Sacyr Vallehermoso, S.A. (as
representative of Nueva Compañía de Inversiones, S.A.) and CVNE (as
representative of Austral, B.V.); and director of Lanetro Zed,
S.A. (as representative of Nueva Compañía de Inversiones, S.A.) and Grupo
Banca Leonardo.
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Paulina
Beato Blanco
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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 Secretariat General (Secretaría General
Iberoamericana), member of the Board of Directors of Solfocus Europe,
professor for Economic Analysis in various universities and member
of a
special Board for promoting Knowledge Society in
Andalusia.
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Artur
Carulla Font
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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.
Chief
Executive Officer of Agrolimen, S.A., Chief Executive Officer of
Corporación Agrolimen, S.A., Chairman of the following companies: Affinity
Petcare, S.A., Preparados Alimenticios, S.A. (Gallina Blanca Star),
Biocentury, S.L., The Eat Out Group, S.L. and Quercus Equity, S.L.;
Director of Arbora & Ausonia, S.L.U, Vice-Chairman of Círculo de
Economía, Vice-Chairman of Fundación ESADE, Member of Fundación Lluis
Carulla and Member of the Management Board of Instituto de la Empresa
Familiar.
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Luís
Carlos Croissier Batista
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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, S.A., Testa Inmuebles en Renta, S.A., High
Tech Hotels & Resorts, S.A. and Grupo Copo de Inversiones, S.A.
and Begar, S.A.
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Carmelo
de las Morenas López
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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 the Britannia Steam Ship Insurance Association Limited, Director
of
Orobaena S.A.T. and Director and Chairman of the Audit and Compliance
Committee of FAES Farma, S.A.
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Ángel
Durández Adeva
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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, S.A., Member of the Advisory Board of Iroko
Films, Arcadia Capital, Exponencial-Agencia de Desarrollos Audiovisuales,
S.L., DBP Consultants, Ambers & Co, Responsables Consultores and
FRIDE (Foundation for the international relations and the foreign
development), Director of Real Estate Equity Portfolio, S.A., Chairman
of
Información y Control de Publicaciones, S.A., Member of Foundation Germán
Sánchez Ruipérez and Foundation Independiente and Vicepresident of
Fundación Euroamérica.
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Javier
Echenique Landiríbar
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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.
Director
of Telefónica Móviles, México, Actividades de Construcción y Servicios
(ACS), S.A., Abertis Infraestructuras, S.A., Uralita, S.A., Grupo
Empresarial ENCE, S.A., and Consulnor, S.A. Furthermore, Javier Echenique
Landiríbar is Member of the Delegate Committee of Telefónica, S.A. in the
Basque region, Member of the Foundation Board of Fundación Novia Salcedo,
Director of Agencia de Calidad y Acreditación del Sistema Universitario
Vasco and Member of the Círculo de Empresarios
Vascos.
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Antonio
Hernández-Gil Álvarez-Cienfuegos
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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 Chairman of the Nomination and Compensation Committee
of Repsol YPF, S.A.
Director
and Member of the Audit and Control Committee of Barclays Bank,
S.A.
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Jose
Manuel Loureda Mantiñán
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Director,
nominated for membership by Sacyr Vallehermoso, S.A. and Member of
the
Strategy, Investment and Corporate Social Responsibility Committee
of
Repsol YPF, S.A.
Director
of Sacyr Vallehermoso, S.A. (as representative of Prilou, S.A.),
Chairman
of Valoriza, S.A.U. and Director of Autopista Vasco Aragonesa
Concesionaria Española, S.A., Vallehermoso División Promoción, S.A.U.,
Testa Inmuebles en Renta, S.A., Sacyr, S.A.U. and Itinere Infraesturas,
S.A.
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Juan
María Nin Génova
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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.
CEO
of “la
Caixa” and Director of Criteria Caixa Corp. He currently serves on the
Board of Trustees of the Federico García Lorca Foundation and the Board of
Governors of the University of Deusto. He is also Vice-Chairman of
“la
Caixa” Foundation and member of Fundación del Consejo España/Estados
Unidos.
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PEMEX
Internacional España, S.A.
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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
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Henri
Philippe Reichstul
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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, Member of the Board of Ashmore Energy
Internacional, Member of Coinfra, Member of the Advisory Board of
Lhoist
do Brasil Ltda., Member of Surveillance Board of Peugeot Citroen,
S.A. and
Vice-Chairman of the Brazilian Foundation for Sustainable
Development.
Citizen
of: Brazil
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Luis
Suárez de Lezo Mantilla
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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 Compañía Logística de Hidrocarburos, S.A. (CLH) and Repsol Gas Natural
LNG, S.L.
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Name
and Business or Home
Address and Citizenship
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Position
with Repsol YPF, S.A
and
Present
Principal
Occupation
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Executive
Officers
(Who
Are Not
Directors)
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Miguel
Martínez San Martín
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Chief
Operating Officer
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Pedro
Fernández Frial
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Executive
Director of Downstream
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Nemesio
Fernández-Cuesta Luca de Tena
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Executive
Director of Upstream
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Jaume
Giró Ribas
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Group
Managing Director of Communication and Head of the Chairman’s
Office
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Antonio
Gomis Sáez
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Executive
Director of YPF
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Enrique
Locutura Rupérez
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Executive
Director of LNG
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Francisco
Javier Macián Pérez
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Group
Managing Director of Human Resources
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Fernando
Ramírez Mazarredo
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Chief
Financial Officer
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Cristina
Sanz Mendiola
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Group
Managing Director of Resources
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