SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 6)*
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)
02926 U 30 8
(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)
September 7, 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 sections 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 8 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 8 pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
TECO Oil & Gas, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
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
8 SHARED VOTING POWER
2,751,852
9 SOLE DISPOSITIVE POWER
0
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 8 pages
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
1 TECO Energy, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
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
8 SHARED VOTING POWER
2,751,852
9 SOLE DISPOSITIVE POWER
0
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 8 pages
This Amendment No. 6 amends the amended and restated 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 July 2, 1999 to update the
information presented therein. Accordingly, the Statement is hereby
amended as follows:
Item 4. Purpose of Transaction.
Item 4 is amended by replacing the fourth paragraph of such item
with the following paragraphs:
On September 7, 1999 TOG entered into a Voting and Support
Agreement and Irrevocable Proxy (a Voting Agreement ) with Blue
Dolphin Exploration Company ( Blue Dolphin ), a Delaware corporation.
The Voting Agreement obligates TOG to vote its shares of voting
capital stock of ARO in support of a proposed acquisition of ARO
Common Stock by Blue Dolphin. A copy of the Voting Agreement is filed
as Exhibit 5 hereto and is by this reference incorporated herein. A
description of the proposed acquisition of ARO Common Stock by Blue
Dolphin is described in ARO s Current Report on Form 8-K filed with
the SEC on August 6, 1999, as amended by ARO s Current Report on Form
8-K/A filed with the SEC on August 9, 1999, and is by this reference
incorporated herein.
TOG and TECO, together with Blue Dolphin, may be deemed a group
for the purposes of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended (the Act ), by virtue of TOG and Blue Dolphin having
entered into the Voting Agreement. The filing of this Statement does
not constitute an admission by either TOG or TECO that they form a
group with Blue Dolphin for purposes of Section 13(d)(3) of the Act.
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 and
subject to any restrictions on the acquisition or disposition of
shares of ARO capital stock that TOG and TECO have agreed to under the
Voting Agreement, 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 holds in
the open market, in privately negotiated transactions or upon any
exercise of the Option.
Item 5. Interest in Securities of Issuer.
Item 5 is amended by replacing paragraphs (b) and (c) of such item
with the following paragraphs:
(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 and to the
obligation under the Voting Agreement to support the proposed
transaction with Blue Dolphin as described in Item 4 herein. Neither
TOG nor TECO has knowledge of the number of shares of capital stock of
ARO owned by Blue Dolphin.
(c) On March 26, 1999, for $10.00, TOG granted the Option to
CUSIP No. 02926 U 30 8 13D Page 5 of 8 pages
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.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of Issuer.
Item 6 is amended by inserting after the second paragraph of such
item the following paragraph:
On September 7, 1999, TOG entered into the Voting Agreement
described in Item 4 herein.
Item 7. Material to be Filed as Exhibits.
Item 7 is amended by adding the following at the end of such
item:
Exhibit 5 Voting and Support Agreement and Irrevocable Proxy
dated as of September 7, 1999, between TECO Oil & Gas,
Inc. and Blue Dolphin Exploration Company.
CUSIP No. 02926 U 30 8 13D Page 6 of 8 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.
September 15, 1999
TECO OIL & GAS, INC.
By Royston K. Eustace
Royston K. Eustace
President
TECO ENERGY, INC.
By Royston K. Eustace
Royston K. Eustace
Senior Vice President Business
Development
CUSIP No. 02926 U 30 8 13D Page 7 of 8 pages
SCHEDULE 1
Directors and Officers of TECO Oil & Gas, Inc. and TECO Energy, Inc.
Schedule 1 is amended by deleting therefrom Henry R. Guild, Jr., who
ceased being a director of TECO Energy, Inc. in July 1999.
CUSIP No. 02926 U 30 8 13D Page 8 of 8 pages
EXHIBIT INDEX
Exhibit Description
5 Voting and Support Agreement and Irrevocable Proxy dated as
of September 7, 1999, between TECO Oil & Gas, Inc. and Blue
Dolphin Exploration Company.
Exhibit 5.
VOTING AND SUPPORT AGREEMENT
AND IRREVOCABLE PROXY
September 7, 1999
Blue Dolphin Exploration Company
801 Travis, Suite 2100
Houston, Texas 77002
Dear Sirs:
The undersigned understands that Blue Dolphin Exploration Company
( Investor ), and American Resources Offshore, Inc. (the Company )
are entering into an Investment Agreement (the Agreement ) pursuant
to which Company will sell and Investor will purchase a number of
shares of the Company s common stock, par value $.00001 per share
(the Common Stock ), that will result in Investor owning, immediately
after the Closing (as defined in the Agreement), 75% of the voting
power of all classes of the Company s voting securities.
T h e u ndersigned is a stockholder of the Company (the
Stockholder ) and is entering into this letter agreement to induce
t h e I n v estor to enter into the Agreement and to
consummate the transactions contemplated thereby. Capitalized terms
used herein without definition have the meanings given them in the
Agreement
The Stockholder confirms his agreement with Investor as follows:
1. The Stockholder represents and warrants to Investor that:
(a) the undersigned is the record or beneficial owner of
the number of shares of Common Stock set forth beneath
his name below (collectively, the Shares ) free and
clear of all liens, claims, charges, encumbrances,
voting agreements and commitments of any
kind whatsoever, except as specifically set forth in
the schedule attached to this letter agreement;
(b) the undersigned has full legal right, power, authority
and capacity to execute and deliver this letter
agreement, and to perform and observe the provisions of
this letter agreement; and
(c) this letter agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid
and binding obligation of Stockholder, enforceable
against Stockholder in accordance with its terms.
2. The Stockholder agrees that, from the date hereof until the
Agreement is terminated in accordance with its terms, the undersigned
will not, and will not permit any entity controlled by Stockholder
to, (i) contract to sell, sell or otherwise transfer or dispose of any
of the Shares or any interest therein or securities convertible there
Blue Dolphin Exploration Company
Page 2
into or any voting rights with respect thereto, other than pursuant to
that Stock Option Agreement dated as of March 26, 1999 (the Option )
by and between the undersigned and R. Hale Energy Services, Inc., a
Texas corporation ( Hale Energy ), or with Investor s prior written
consent, (ii) consent to any amendment to the certificate of
incorporation or bylaws of the Company or (iii) encumber any of the
Shares.
3. The Stockholder agrees that, immediately prior to the
Closing Date, but in any event not later than 5:00 p.m. two (2) days
before the Closing Date, the undersigned will cause all shares of
Series 1993 8% Convertible Preferred Stock and securities convertible
into Common Stock, including, but not limited to, options, warrants
and rights (collectively, the Convertible Securities ), if any, owned
by the Stockholder to be converted and exercised into Common Stock and
shall cause all other Convertible Securities to be canceled without
cost to the Company. Notwithstanding the foregoing, Stockholder shall
not be required to exercise any option or warrant that is out of the
money.
4. The Stockholder agrees, from the date hereof until the
Agreement is terminated in accordance with its terms, that: (I) the
Stockholder shall vote or cause to be voted all of the Shares owned by
Stockholder or over which the Stockholder has sole or shared voting
power, to approve (a) the Agreement, (b) the Purchase and Sale
Agreement, (c) the Southern Disposition, (d) a 10-for-1 reverse stock
split of the Common Stock, (e) each of the transactions contemplated
thereby and (f) for the directors nominated for election which
have been designated by the Investor (collectively, the Proxy
Items ); (ii) the undersigned will cause the holders of record of
Common Stock beneficially owned by the undersigned to grant an
irrevocable proxy, substantially in the form of Exhibit A hereto, to
the Investor; and (iii) the Shares will not be voted in favor of any
other Acquisition Proposal during such period.
5. The Stockholder agrees to cooperate fully with Investor in
connection with the Agreement and to support transactions contemplated
thereby. The Stockholder agrees that the undersigned will not,
and will not instruct its agents, employees or representatives or the
officers, employees, agents or representatives of the Company to,
directly or indirectly, (i) solicit or initiate, or encourage the
submission of, any Acquisition Proposal or (ii) participate in any
discussions or negotiations regarding, or furnish to any person any
information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may
reasonably be expected to lead to, any Acquisition Proposal.
6. None of the information relating to the Stockholder to be
supplied in writing by the Stockholder specifically for inclusion in
the Notice and Proxy Statement (and any amendments thereto), at the
time the Notice and Proxy Statement is first published, sent or given
to the Company s stockholders, shall contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.
Blue Dolphin Exploration Company
Page 3
7. This letter agreement constitutes the entire agreement among
the parties hereto with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter
hereof and shall not be assigned by operation of law or otherwise;
provided that the Investor may assign any of its rights and
obligations to any of its affiliates, but no such assignment shall
relieve the Stockholder of its obligations hereunder.
8. The invalidity or unenforceability of any provision of this
letter agreement in any jurisdiction shall not affect the validity or
enforceability of any other provisions of this letter agreement, which
shall remain in full force and effect in such jurisdiction, or the
v a l i d ity or enforceability of such provision in any other
jurisdiction. The Stockholder acknowledges that Investor will be
irreparably harmed and that there will be no adequate remedy at law
for a violation of any of the covenants or agreements of the
Stockholder contained herein. It is accordingly agreed that, in
addition to any other remedies that may be available to Investor
upon the breach by the Stockholder of such covenants and agreements,
Investor shall have the right to obtain injunctive relief to restrain
any breach or threatened breach of such covenants or agreements or
otherwise to obtain specific performance of any of such covenants
or agreements.
9. This letter agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to
the principles of conflicts of laws thereof. Any judicial proceeding
brought against any party hereto with respect to this letter
agreement, or any transaction contemplated hereby, may be brought in
the Federal District Court for the Southern District of Texas and, by
e x e c u t ion and delivery of this letter agreement, each of
the parties hereto (i) accepts, generally and unconditionally, the
nonexclusive jurisdiction of such court and any related appellate
court, and irrevocably agrees to be bound by any judgment rendered
thereby in connection with this letter agreement, subject, in each
case, to all rights to appeal such decisions to the extent available
to the parties and (ii) irrevocably waives any objection it may now or
hereafter have as to the venue of any such suit, action or proceeding
brought in such a court or that such court is an inconvenient forum.
Each party hereto hereby waives personal service of process and
consents that service of process upon it may be made by certified or
registered mail, return receipt requested, at its address specified in
this letter agreement, and service so made shall be deemed completed
on the fifth business day after such service is deposited in the mail.
Nothing herein shall affect the right to serve process in any
other manner permitted by law. EACH PARTY HEREBY WAIVES TRIAL BY JURY
IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
THIS LETTER AGREEMENT WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
10. The Stockholder as the record owner of the number of shares
of Common Stock set forth beneath its name below, for good and
valuable consideration the legal sufficiency of which is hereby
acknowledged by the undersigned, agrees to, and hereby grants to
Investor an irrevocable proxy pursuant to the provisions of Section
Blue Dolphin Exploration Company
Page 4
212 of the Delaware General Corporation Law to vote at all annual and
special meetings of the stockholders of Company, and any postponements
or adjournments thereof, or to execute and deliver written consents or
otherwise act with respect to, all shares of Common Stock now owned by
the undersigned as fully, to the same extent and with the same effect
as the undersigned might or could do under any applicable laws or
regulations governing the rights and powers of shareholders of a
Delaware corporation in connection with the approval of the Proxy
Items. The undersigned hereby affirms that this proxy is given as a
condition of this letter agreement and as such is coupled with an
interest and is irrevocable. This proxy shall terminate on the
earlier of (i) the closing of the Agreement or (ii) November 15, 1999.
THIS PROXY, AS IT IS COUPLED WITH AN INTEREST, IS IRREVOCABLE AND
SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY
DONEE, TRANSFEREE OR ASSIGNEE OF THE COMMON STOCK.
11. This letter agreement may be executed in counterparts, each
of which shall be deemed to be an original, but all of which shall
constitute one and the same instrument.
12. This letter agreement may be terminated at the option of any
party at any time after termination of the Agreement in accordance
with its terms.
13. This agreement is binding upon Stockholder, his or its
heirs, successors and assigns.
P l e a se confirm that the foregoing correctly states the
understanding between us by signing and returning to us a counterpart
hereof.
Very truly yours,
TECO OIL & GAS, INC.
By: /s/ Royston K. Eustace
Its: President
2,751,852
Number of shares of Common Stock owned
beneficially
Confirmed on the date first above written
BLUE DOLPHIN EXPLORATION COMPANY
By:
Its:
EXHIBIT A
IRREVOCABLE PROXY
The undersigned as the beneficial owner of 2,751,852 shares of
common stock, par value $.00001 per share (the Common Stock ), of
American Resources Offshore, Inc. (the Company ), for good and
valuable consideration the legal sufficiency of which is hereby
acknowledged by the undersigned, agrees to, and hereby grants to Blue
Dolphin Exploration Company, a Delaware corporation ( Blue Dolphin ),
an irrevocable proxy pursuant to the provisions of Section 212 of the
Delaware General Corporation Law and that certain Voting and Support
Agreement and Irrevocable Proxy, dated as of September 7, 1999,
between Blue Dolphin and [Stockholder] (the Voting Agreement ), to
vote at all annual and special meetings of the stockholders of the
Company, and any postponements or adjournments thereof, or to execute
and deliver written consents or otherwise act with respect to, all
shares of Common Stock now owned by the undersigned as fully,
to the same extent and with the same effect as the undersigned might
or could do under any applicable laws or regulations governing the
rights and powers of shareholders of a Delaware corporation in
connection with the approval of the (i) Investment Agreement, (ii)
Purchase and Sale Agreement, (iv) a 10-for-1 reverse stock split of
the Common Stock, (v) each of the transactions contemplated thereby
and (vi) the election of directors of the Company, all as contemplated
by and defined in the Voting Agreement. The undersigned hereby
affirms that this proxy is given as a condition of said Voting
Agreement and as such is coupled with an interest and is irrevocable.
This proxy shall terminate on the earlier of (i) the closing of the
Agreement or (ii) November 15, 1999.
THIS PROXY, AS IT IS COUPLED WITH AN INTEREST, IS IRREVOCABLE AND
SHALL REMAIN IN FULL FORCE AND EFFECT AND BE ENFORCEABLE AGAINST ANY
DONEE, TRANSFEREE OR ASSIGNEE OF THE COMMON STOCK.
Dated this 7 day of September, 1999.
TECO OIL & GAS, INC.
By: /s/ Royston K. Eustace
Its: President
