SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)1
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.
Palmer & Dodge LLP
One Beacon Street
Boston, MA 02110
(617) 573-0100
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
March 26, 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 Rule 13d-1(e), 13d-1(f) or 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(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
_________________
(1) 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 (the "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).<PAGE>
CUSIP No. 02926 U 30 8 13D Page 2 of 7 pages
1. NAME OF REPORTING PERSON
TECO Oil & Gas, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
Each 3,351,852
Reporting
Person 9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,351,852
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,351,852
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)
25.0%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 02926 U 30 8 13D Page 3 of 7 pages
1. NAME OF REPORTING PERSON
TECO Energy, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
Each 3,351,852
Reporting
Person 9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
3,351,852
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,351,852
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)
25.0%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 02926 U 30 8 13D Page 4 of 7 pages
This Amendment No. 3 amends and supplements the Statement on Schedule
13D (the "Original 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
and 2 to Schedule 13D filed by TOG and TECO with the SEC on January 4,
1999 and January 14, 1999, respectively. Except as set forth below, there
are no changes to the information set forth in the Original Statement, as
amended by Amendment Nos. 1 and 2. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Original Statement, as amended by Amendment Nos. 1 and 2.
Item 4. Purpose of Transaction.
Item 4 is amended by replacing the second paragraph with the
following two paragraphs:
As an inducement to TOG to accept the Note, ARD 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 ARD
Common Stock (the "Initial Shares"), plus (ii), at a price of $0.0001 per
share, additional shares of ARD Common Stock equal to ten percent of the
shares of the ARD Common Stock Outstanding (as defined below) on the date
the Warrant is 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 ARD Common
Stock Outstanding on the date the Warrant is exercised. Finally, because
the Note was not paid in full by April 1, 1999, TOG has acquired the right
to purchase, at a price of $0.0001 per share, an additional five percent
of the shares of ARD Common Stock Outstanding on the date the Warrant is
exercised. "ARD Common Stock Outstanding," as used herein, means ARD
Common Stock outstanding at any given time plus any options or rights to
purchase ARD Common Stock, but does not include shares owned or held by or
for the account of ARD ("treasury stock") or the Initial Shares. The
Warrant expires on July 1, 1999.
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 ARD 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.
Item 5. Interest in Securities of Issuer.
Item 5 is amended to read in its entirety as follows:
(a) TOG beneficially owns approximately 3,351,852 shares of ARD
Common Stock, consisting entirely of shares issuable under the Warrant
described in Item 4. The Warrant became exercisable on October 1, 1998 for<PAGE>
CUSIP No. 02926 U 30 8 13D Page 5 of 7 pages
(i) 600,000 shares, plus (ii) ten percent of the shares of ARD Common
Stock Outstanding on the date the Warrant is exercised. The Warrant
became exercisable on January 1, 1999 for an additional five percent of
the shares of ARD Common Stock Outstanding on the date the Warrant is
exercised. Finally, the Warrant became exercisable on April 1, 1999 for
an additional five percent of the shares of ARD Common Stock Outstanding
on the date the Warrant is exercised. Therefore, the Warrant is currently
exercisable for 600,000 shares plus twenty percent of the shares of ARD
Common Stock Outstanding on the date the Warrant is exercised. Currently,
such additional twenty percent equals approximately 2,751,852 shares,
based on 13,759,264 shares of ARD Common Stock Outstanding as of April 1,
1999. According to information provided by ARD to the Reporting Persons,
the ARD Common Stock Outstanding as of April 1, 1999 consisted of
(i) 10,261,074 shares of issued and outstanding ARD Common Stock plus (ii)
3,700,080 shares of ARD Common Stock issuable under all outstanding
options and other rights to purchase ARD Common Stock, whether or not
currently exercisable, less (iii) 201,890 shares of treasury stock. The
aggregate total of 3,351,852 shares of ARD Common Stock beneficially owned
by TOG represents 25.0% of the ARD Common Stock issued and outstanding
(but not including treasury stock) on April 1, 1999, computed in
accordance with Rule 13d-3 of the Act. TECO may, by virtue of its
ownership of the capital stock of TOG, be deemed to beneficially own the
shares of ARD Common Stock beneficially owned by TOG.
(b) In the event TOG were to purchase any shares of ARD Common Stock
covered by the Warrant, TOG would have voting and investment power over
such shares; TECO may be deemed to beneficially own all such shares.
TOG s voting and investment power would be subject to the right of Hale to
acquire such shares pursuant to the Option.
(c) 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.
(d) Other than Hale s right under the Option to acquire the Warrant
or shares issued following its exercise, 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 ARD Common Stock beneficially
owned by TOG.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of Issuer
Item 6 is amended by inserting the following text immediately before
the first paragraph of such item:
On March 26, 1999, TOG granted the Option to Hale pursuant to the
Stock Option Agreement. The Option represents an irrevocable right to
acquire the entire Warrant or all the shares of ARD Common Stock obtained
upon exercise of the Warrant, as applicable, 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.
CUSIP No. 02926 U 30 8 13D Page 6 of 7 pages
Item 7. Material to be Filed as Exhibits
Item 7 is amended by inserting the following text at the end of such
item:
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.)<PAGE>
CUSIP No. 02926 U 30 8 13D Page 7 of 7 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.
April 9, 1999
TECO OIL & GAS, INC.
By: /s/ Gordon L. Gillette
Gordon L. Gillette
Vice President and Treasurer
TECO ENERGY, INC.
By: /s/ Gordon L. Gillette
Gordon L. Gillette
Vice President-Finance and Chief
Financial Officer
