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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. 2)1
AMERICAN RESOURCES OFFSHORE, INC. (F/K/A AMERICAN RESOURCES OF DELAWARE, INC.)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.00001 PER SHARE
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(Title of Class of Securities)
029626 U 30 8
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(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
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(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
JANUARY 1, 1999
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(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 6 Pages)
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(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).
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CUSIP No. 02926 U 30 8 13D Page 2 of 6 pages
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1. NAME OF REPORTING PERSON
TECO Oil & Gas, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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7. SOLE VOTING POWER
2,662,506
Number of
Shares -----------------------------------------------
Beneficially 8. SHARED VOTING POWER
Owned By
Each 0
Reporting
Person -----------------------------------------------
9. SOLE DISPOSITIVE POWER
2,662,506
-----------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,662,506
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--
Not Applicable
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 02926 U 30 8 13D Page 3 of 6 pages
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1. NAME OF REPORTING PERSON
TECO Energy, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /__/
(b) /__/
Not Applicable
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) OR 2 (e) /__/
Not Applicable
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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7. SOLE VOTING POWER
2,662,506
Number of
Shares -----------------------------------------------
Beneficially 8. SHARED VOTING POWER
Owned By
Each 0
Reporting
Person -----------------------------------------------
9. SOLE DISPOSITIVE POWER
2,662,506
-----------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,662,506
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
--
Not Applicable
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.9%
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14. TYPE OF REPORTING PERSON
CO
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CUSIP No. 02926 U 30 8 13D Page 4 of 6 pages
This Amendment No.2 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 No. 1 to Schedule 13D
filed by TOG and TECO with the SEC on January 4, 1999 ("Amendment No. 1").
Except as set forth below, there are no changes to the information set forth in
the Original Statement, as amended by Amendment No. 1. Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed to them in the
Original Statement, as amended by Amendment No. 1.
The purpose of this Amendment No. 2 is to correct disclosure regarding the
manner for calculating the number of shares of ARD Common Stock issuable under
the Warrant currently held by TOG and, as a result, the number of shares of ARD
Common Stock which TOG and TECO may be deemed to beneficially own.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by replacing the second paragraph with the following
paragraph:
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 was not 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 ARD Common Stock Outstanding (as defined below) on
the date the Warrant is exercised. In addition, because the Note was not 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. If the Note is not paid by
April 1, 1999, TOG will acquire a 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.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5 is amended by replacing the first paragraph with the following
paragraph:
(a) TOG beneficially owns 2,662,506 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 (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. Therefore, it is currently exercisable for 600,000 shares
plus fifteen percent of the shares of ARD Common Stock Outstanding on the date
the Warrant is exercised. Currently, such additional
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CUSIP No. 02926 U 30 8 13D Page 5 of 6 pages
fifteen percent equals 2,062,506 shares, based on 13,750,043 shares of ARD
Common Stock Outstanding as of January 1, 1999. According to information
provided by ARD to the Reporting Persons, the ARD Common Stock Outstanding as of
January 1, 1999 consisted of (i) 10,251,853 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 2,662,506 shares of ARD Common Stock beneficially owned by
TOG represents 20.9% of the ARD Common Stock issued and outstanding (but not
including treasury stock) on January 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.
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CUSIP No. 02926 U 30 8 13D Page 6 of 6 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.
January 14, 1999
TECO OIL & GAS, INC.
By: /s/ Royston K. Eustace
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Royston K. Eustace
President
TECO ENERGY, INC.
By: /s/ Royston K. Eustace
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Royston K. Eustace
Senior Vice President-Business
Development
