SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
American Resources Offshore, Inc. (f/k/a American Resources of Delaware,
Inc.)
(Name of Issuer)
Common Stock, par value $0.00001 per share
(Title of Class of Securities)
029280104
(CUSIP Number)
David E. Schwartz, Esq.
Secretary
TECO Energy, Inc.
TECO Plaza
702 North Franklin Street
Tampa, Florida 33602
(813) 228-4111
with a copy to:
David R. Pokross, Jr., Esq.
Palmer & Dodge LLP
One Beacon Street
Boston, MA 02110
(617) 573-0100
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 1, 1999 to June 29, 1999
(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 section 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 section 240.13d-7(b)
for other parties to whom copies are to be sent.
(Page 1 of 13 Pages)
*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 the disclosures provided in a prior cover page.
The information required in 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. 02926 U 30 8 13D Page 2 of 13 pages
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TECO Oil & Gas, Inc.
- ----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
- ----------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
- ----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- ----------------------------------------------------------------
7. SOLE VOTING POWER
Number of 0
Shares -----------------------------
Beneficially 8. SHARED VOTING POWER
Owned By 2,751,852
Each -----------------------------
Reporting 9. SOLE DISPOSITIVE POWER
Person 0
With -----------------------------
10. SHARED DISPOSITIVE POWER
2,751,852
- ----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,751,852
- ----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /__/
Not Applicable
- ----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
- ----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------
CUSIP No. 02926 U 30 8 13D Page 3 of 13 pages
- ----------------------------------------------------------------
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TECO Energy, Inc.
- ----------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
- ----------------------------------------------------------------
3. SEC USE ONLY
- ----------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- ----------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
- ----------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
- ----------------------------------------------------------------
7. SOLE VOTING POWER
Number of 0
Shares -----------------------------
Beneficially 8. SHARED VOTING POWER
Owned By 2,751,852
Each -----------------------------
Reporting 9. SOLE DISPOSITIVE POWER
Person 0
With -----------------------------
10. SHARED DISPOSITIVE POWER
2,751,852
- ----------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,751,852
- ----------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /__/
Not Applicable
- ----------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%
- ----------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
- ----------------------------------------------------------------
CUSIP No. 02926 U 30 8 13D Page 4 of 13 pages
This Amendment No. 5 amends and restates the Statement on
Schedule 13D (the "Statement") filed by TECO Oil & Gas, Inc. ("TOG")
and TECO Energy, Inc. ("TECO") with the United States Securities and
Exchange Commission (the "SEC") on October 8, 1998, as amended by
Amendment Nos. 1, 2, 3 and 4 filed on January 4, 1999, January 14,
1999, April 8, 1999 and June 8, 1999, respectively, to update the
information presented therein and create a composite Statement
presenting such information in one document. Accordingly, the
Statement is hereby amended and restated in its entirety to read as
follows:
Item 1. Security and Issuer.
This Statement relates to the Common Stock, $0.00001 par value
per share, of American Resources Offshore, Inc. (f/k/a American
Resources of Delaware, Inc.) ("ARO"). The address of ARO s principal
executive office is 160 Morgan Street, Versailles, Kentucky 40383.
Item 2. Identity and Background.
This Statement is being filed by TOG and TECO, each of which is a
Florida corporation. TECO directly owns 100% of the capital stock of
TOG. A joint statement on Schedule 13D is being filed by TOG and TECO
because TECO may be deemed to beneficially own capital stock of ARO
stock beneficially owned by TOG by virtue of TECO s ownership of the
capital stock of TOG. The principal business and office addresses of
TOG and TECO are 702 North Franklin Street, Tampa, Florida 33602. TOG
previously engaged in the exploration and development of conventional
gas and oil but substantially discontinued operations during 1998.
TECO is an electric and gas utility holding company with important
diversified activities.
The name, principal occupation, business address and citizenship
of each of the executive officers and directors of TOG and TECO are
set forth on Schedule I hereto.
During the last five years neither TOG nor TECO, nor any of their
executive officers or directors, have been (I) convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor
(ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction that resulted in or subjected TOG or
TECO 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.
As more fully described in Item 4 below, pursuant to the terms of
the Warrant (as defined below), on June 8, 1999, TOG exercised its
right under the Warrant to purchase 2,004,693 shares of ARO Common
Stock at a purchase price per share of $0.0001 and an aggregate
purchase price of $200.47 and, on June 29, 1999, TOG exercised its
right under the Warrant to purchase 747,159 shares of ARO Common Stock
at a purchase price per share of $0.0001 and an aggregate purchase
CUSIP No. 02926 U 30 8 13D Page 5 of 13 pages
price of $74.72. The unexercised portion of the Warrant expired on
July 1, 1999. In each case, the purchase price was funded with
working capital and paid to ARO by check.
Item 4. Purpose of Transaction.
On March 5, 1998, a wholly owned subsidiary of ARO purchased
certain offshore assets of TOG. A portion of the consideration paid
for such assets consisted of a promissory note in the amount of
$18,500,000 issued by ARO in favor of TOG (the "Note"). The Note
matured on October 1, 1998 and is secured by a lien on all properties
of ARO and its subsidiaries.
As an inducement to TOG to accept the Note, ARO and TOG entered
into a warrant agreement (the "Warrant Agreement") granting TOG a
common stock purchase warrant (the "Warrant"). A copy of each of the
Warrant Agreement and the Warrant are filed as Exhibits 2 and 3
hereto, respectively, and are by this reference incorporated herein.
Because the Note had not been paid in full by October 1, 1998, TOG
acquired the right under the Warrant to purchase (I), at a price of
$2.67 per share, 600,000 shares of ARO Common Stock (the "Initial
Shares"), plus (ii), at a price of $0.0001 per share, additional
shares of ARO Common Stock equal to ten percent of the shares of the
ARO Common Stock Outstanding (as defined below) on the date the
Warrant was exercised. Because the Note had also not been paid in
full by January 1, 1999, TOG acquired the right to purchase, at a
price of $0.0001 per share, an additional five percent of the shares
of ARO Common Stock Outstanding on the date the Warrant was exercised.
Finally, because the Note was not paid in full by April 1, 1999, TOG
acquired the right to purchase, at a price of $0.0001 per share, an
additional five percent of the shares of ARO Common Stock Outstanding
o n the date the Warrant was exercised. "ARO Common Stock
Outstanding," as used herein, means ARO Common Stock outstanding at
any given time plus any options or rights to purchase ARO Common
Stock, but does not include shares owned or held by or for the account
of ARO ("treasury stock") or the Initial Shares. The Warrant expired
on July 1, 1999. Prior to such expiration, TOG exercised rights to
acquire 2,751,852 shares of ARO Common Stock at $0.0001 per share.
On March 26, 1999, pursuant to a Stock Option Agreement (the
"Stock Option Agreement"), TOG granted to R. Hale Energy Services,
Inc. ("Hale") an irrevocable option (the "Option") to acquire the
entire Warrant or all the shares of ARO Common Stock obtained upon
exercise of the Warrant, as applicable, with an exercise price of
$600,000. The Option may be exercised, in whole but not in part, at
any time up to and including July 1, 2000. A copy of the Stock Option
Agreement is filed as Exhibit 4 hereto and is by this reference
incorporated herein. According to a Statement on Schedule 13D filed
by Hale with the SEC, Hale is wholly-owned by Richard A. Hale.
Because of its default on the Note, ARO is obligated under the
Warrant Agreement to increase the number of members of its board of
directors by two, and TOG has the right to designate individuals to
fill such positions. Under the Warrant Agreement, ARO has also
agreed, while the Note remains unpaid, to take all actions within its
CUSIP No. 02926 U 30 8 13D Page 6 of 13 pages
control to maintain such individuals as directors of ARO. As of the
date of this Schedule 13D, TOG has not exercised its right to
designate two directors of ARO, but reserves the right to do so.
Except as set forth herein, neither TOG nor TECO has any present
plans, arrangements or understandings that relate to or would result
in:
(I) the acquisition by any person of additional securities of
ARO, or the disposition of securities of ARO;
(ii) an extraordinary corporate transaction, such as a merger,
r e o r ganization or liquidation, involving ARO or any of its
subsidiaries;
(iii) a sale or transfer of a material amount of assets of ARO
or of any of its subsidiaries;
(iv) a n y change in the present board of directors or
management of ARO, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
(v) any material change in the present capitalization or
dividend policy of ARO;
(vi) any other material change in ARO s business or corporate
structure, including but not limited to, if ARO is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(vii) c h a nges in ARO s charter, bylaws or instruments
c o r responding thereto or other actions which may impede the
acquisition of control of ARO by any person;
(viii) causing a class of securities of ARO to be delisted from
a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(ix) a class of equity securities of ARO becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1933, as amended; or
(x) any action similar to any of those enumerated above.
TOG and TECO expect to evaluate on a continuing basis their goals
and objectives, other business opportunities available to them, and
general economic and equity market conditions, as well as ARO s
business operations and prospects. Based on such evaluations, from
time to time in the future, either TOG or TECO may acquire additional
shares of ARO capital stock, and TOG may dispose of some or all of the
shares of ARO Common Stock it has acquired upon exercise of the
Warrant in the open market, in privately negotiated transactions or in
CUSIP No. 02926 U 30 8 13D Page 7 of 13 pages
accordance with any exercise of the Option.
Item 5. Interest in Securities of Issuer.
(a) TOG beneficially owns approximately 2,751,852 shares of ARO
Common Stock, consisting entirely of shares issued on exercise of the
Warrant described in Item 4.
On June 8, 1999, TOG exercised its right to purchase
2,004,693 shares at $0.0001 per share; on June 29, 1999, TOG exercised
its right to purchase 747,159 additional shares at $0.0001 per share.
Those 2,751,852 shares so purchased represent 21.1% of the ARO Common
Stock issued and outstanding (but not including treasury stock)
computed in accordance with Rule 13d-3 of the Securities Exchange Act
of 1934, as amended, and based on 10,261,074 shares of ARO Common
Stock outstanding on March 31, 1999, as reported in ARO s Quarterly
Report on Form 10-Q for the quarter ended March 31, 1999. The
unexercised portion of the Warrant expired on July 1, 1999.
TECO may, by virtue of its ownership of the capital stock of
TOG, be deemed to beneficially own the shares of ARO Common Stock
beneficially owned by TOG.
(b) TOG has voting and investment power over the 2,751,852 shares it
owns; TECO may be deemed to beneficially own all such shares. TOG s
voting and investment power are subject to the right of Hale to acquire
such shares pursuant to the Option.
On March 26, 1999, for $10.00, TOG granted the Option to Hale.
A copy of the Stock Option Agreement is filed as Exhibit 4 hereto and is
by this reference incorporated herein. On June 8, 1999 and June 29, 1999,
TOG exercised portions of the Warrant as described more fully in Items 3,
4 and 5(a). The unexercised portion of the Warrant expired on July 1,
1999.
(d) Other than Hale s right under the Option to acquire the shares
acquired upon exercise of the Warrant, neither TOG nor TECO, nor to the
best of their knowledge any of the individuals named on Schedule I
attached hereto, has or knows any other person who has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any shares of ARO Common Stock beneficially
owned by TOG.
(e) Not applicable.
CUSIP No. 02926 U 30 8 13D Page 8 of 13 pages
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of Issuer.
The Warrant Agreement provides that, under certain circumstances,
ARO will file a registration statement covering the shares of ARO
Common Stock issued upon exercise of the Warrant and use its best
efforts to cause such registration statement to be become effective
and remain effective for up to 180 days. Additionally, TOG has
certain "piggy-back" registration rights.
On March 26, 1999, TOG granted the Option to Hale pursuant to the
Stock Option Agreement. The Option represents an irrevocable right to
acquire all the shares of ARO Common Stock obtained upon exercise of
the Warrant, at an exercise price of $600,000. The Option may be
exercised, in whole but not in part, at any time up to and including
July 1, 2000. A copy of the Stock Option Agreement is filed as
Exhibit 4 hereto and is by this reference incorporated herein.
T h e r e are no contracts, arrangements, understandings or
relationships among the persons named in Item 2 or between such
persons and any other person with respect to the Common Stock of ARO,
other than as referred to herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Agreement as to Joint Filing of Schedule 13D.
Exhibit 2 Warrant Agreement dated as of March 5, 1998, between
American Resources of Delaware, Inc. and TECO Oil & Gas,
Inc. (Filed as Exhibit 10.91 to Amendment No. 1 ARO s
Current Report on Form 8-K (File No. 0-21472) dated as of
March 5, 1998 and incorporated herein by reference.)
Exhibit 3 Warrant issued by American Resources of Delaware, Inc. in
favor of TECO Oil & Gas, Inc. (Filed as Exhibit 3 to the
Schedule 13D filed with the SEC on October 8, 1998 (File
No. 5-46969) and incorporated herein by reference.)
Exhibit 4 Stock Option Agreement dated as of March 26, 1999 between
TECO Oil & Gas, Inc. and R. Hale Energy Services, Inc.
(Filed as Exhibit 3 to the Schedule 13D filed with the
SEC on April 5, 1999 on behalf of R. Hale Energy
Services, Inc. and Richard A. Hale and incorporated
herein by reference.)
CUSIP No. 02926 U 30 8 13D Page 9 of 13 pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, each of the undersigned corporations certifies that the
information set forth in this statement is true, complete and correct.
July 2, 1999
TECO OIL & GAS, INC.
By /s/ Royston K. Eustace
Royston K. Eustace
President
TECO ENERGY, INC.
By/s/ Royston K. Eustace
Royston K. Eustace
Senior Vice President-Business
Development
CUSIP No. 02926 U 30 8 13D Page 10 of 13 pages
SCHEDULE 1
Directors and Executive Officers of TECO Oil & Gas, Inc. and TECO
Energy, Inc.
The name and present principal occupation or employment of each
of the directors and executive officers of TECO Oil & Gas, Inc. and
TECO Energy, Inc. are set forth below. Unless indicated otherwise,
each individual listed below has a business address of TECO Plaza, 702
North Franklin Street, Tampa, Florida 33602, and is a citizen of the
United States of America.
TECO Oil & Gas, Inc.
* Royston K. Eustace * Gordon L. Gillette
President Vice President and
(Mr. Eustace is a citizen Treasurer
of both Canada and the
United Kingdom)
TECO Energy, Inc.
* Girard F. Anderson Sheila M. McDevitt
Chairman of the Board Vice President General
Counsel
* Robert D. Fagan
President and Chief Executive * DuBose Ausley
Officer Ausley & McMullen
P.O. Box 391 (Zip: 32303)
Gordon L. Gillette 227 South Calhoun Street
Vice President Finance Tallahassee, FL 32301
and Chief Financial Officer
* Sara L. Baldwin
John B. Ramil
President Tampa Electric * H. L. Culbreath
Company
William N. Cantrell * James L. Ferman, Jr.
President People Gas Companies Ferman Motor Car Company,
Inc.
Roger A. Dunn 1306 W. Kennedy Blvd.
Vice President Human Resources Tampa, FL 33606
Royston K. Eustace * Edward L. Flom
Senior Vice President-Business
Development * Henry R. Guild, Jr.
Northeast Investment
Roger H. Kessel Management, Inc.
Executive Vice President 50 Congress Street,
Room 1020
Boston, MA 02109
CUSIP No. 02926 U 30 8 13D Page 11 of 13 pages
* Tom L. Rankin * John A. Urquhart
101 E. Kennedy Blvd. John A. Urquhart Associates
Tampa, FL 33602 111 Beach Road
Fairfield, CT 06430
* William P. Sovey
Newell Co. * James O. Welch, Jr.
One Millington Road 200 DeForest Avenue
Beloit, WI 53511 Easy Hanover, NJ 07936-1944
* J. T. Touchton
The Witt-Touchton Company
One Tampa City Center,
Suite 3405
Tampa, FL 33602
*Director
CUSIP No. 02926 U 30 8 13D Page 12 of 13 pages
EXHIBIT INDEX
Exhibit Description
1 Agreement as to Joint Filing of Schedule 13D.
2 Warrant Agreement dated as of March 5, 1998, between
American Resources of Delaware, Inc. and TECO Oil & Gas,
Inc. (Filed as Exhibit 10.91 to Amendment No. 1 ARO s
Current Report on Form 8-K (File No. 0-21472) dated as of
March 5, 1998 and incorporated herein by reference.)
3 Warrant issued by American Resources of Delaware, Inc. in
favor of TECO Oil & Gas, Inc. (Filed as Exhibit 3 to the
Schedule 13D filed with the SEC on October 8, 1998 (File No.
5-46969) and incorporated herein by reference.)
4 Stock Option Agreement dated as of March 26, 1999 between
TECO Oil & Gas, Inc. and R. Hale Energy Services, Inc.
(Filed as Exhibit 3 to the Schedule 13D filed with the SEC
on April 5, 1999 on behalf of R. Hale Energy Services, Inc.
and Richard A. Hale and incorporated herein by reference.)
CUSIP No. 02926 U 30 8 13D Page 13 of 13 pages
EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D
Each of the undersigned hereby affirms that it is individually
eligible to use Schedule 13D, and agrees that this Schedule 13D is
filed on its behalf.
July 2, 1999
TECO ENERGY, INC.
By /s/ Royston K. Eustace
Royston K. Eustace
Senior Vice President-Business
Development
TECO OIL & GAS, INC.
By/s/ Royston K. Eustace
Royston K. Eustace
President
