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. 1) (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)
029626 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.
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)
January 1, 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 9 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 2,137,777
Shares
Beneficially 8. SHARED VOTING POWER
Owned By
Each 0
Reporting
Person 9. SOLE DISPOSITIVE POWER
2,137,777
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,137,777
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)
20.9%<PAGE>
CUSIP No. 02926 U 30 8 13D Page 3 of 9 pages
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 02926 U 30 8 13D Page 4 of 9 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
Shares 2,137,777
Beneficially
Owned By 8. SHARED VOTING POWER
Each
Reporting 0
Person
9. SOLE DISPOSITIVE POWER
2,137,777
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,137,777
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)<PAGE>
CUSIP No. 02926 U 30 8 13D Page 5 of 9 pages
20.9%
14. TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP No. 02926 U 30 8 13D Page 6 of 9 pages
This Amendment No.1 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 on October 8, 1998. Except as set
forth below, there are no changes to the information set forth in the
Original Statement. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the Original
Statement.
Item 1.Security and Issuer.
Item 1 is amended by replacing the text of such item with the
following paragraph:
This Schedule 13D relates to the Common Stock, $0.00001 par value
per share, of American Resources Offshore, Inc. (f/k/a American
Resources of Delaware, Inc.) ("ARD"). The address of ARD's principal
executive office is 160 Morgan Street, Versailles, Kentucky 40383.
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, plus (ii), at a price of
$0.0001 per share, additional shares of ARD Common Stock equal to ten
percent of the shares of Common Stock outstanding 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. 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 approximately 2,137,777 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<PAGE>
CUSIP No. 02926 U 30 8 13D Page 7 of 9 pages
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 fifteen percent equals approximately 1,537,777 shares,
based on 10,251,853 shares of ARD Common Stock outstanding on
September 30, 1998 as reported in ARD's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998. The aggregate total of
1,537,777 shares of ARD Common Stock beneficially owned by TOG
represents 20.9% of the 10,251,853 shares of ARD Common Stock
outstanding on September 30, 1998, 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.<PAGE>
CUSIP No. 02926 U 30 8 13D Page 8 of 9 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 4, 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<PAGE>
CUSIP No. 02926 U 30 8 13D Page 9 of 9 pages
SCHEDULE I
Schedule I is amended by adding the following individual as an
executive officer of TECO Energy, Inc.:
John B. Ramil
President - Tampa Electric Company<PAGE>
