UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
LASMO plc
---------------
(Name of Issuer)
Ordinary Shares of 25p each
American Depositary Shares
----------------------------
(Title of Class of Securities)
G53831106: Ordinary Shares
501730204: American Depositary Shares
---------------------------------------
(CUSIP Numbers)
J. Barclay Collins II with copies to:
Executive Vice President and General Counsel Timothy B. Goodell, Esq.
Amerada Hess Corporation White & Case LLP
1185 Avenue of the Americas 1155 Avenue of the Americas
New York, NY 10036 New York, NY 10036
(212) 997-8500 (212) 819-8200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 6, 2000
---------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
<PAGE>
CUSIP No. G53831106 (Ordinary Shares) and 501730204 (ADSs)
-------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Amerada Hess Corporation I.R.S. Identification No. 13-4921002
-------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
-------- -----------------------------------------------------------------------
3 SEC USE ONLY
-------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS
BK; 00
-------- -----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
-------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
----------------------------------- ------- ------------------------------------
NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON None
WITH
------- ------------------------------------
8 SHARED VOTING POWER
270,718,581
------- ------------------------------------
9 SOLE DISPOSITIVE POWER
None
------- ------------------------------------
10 SHARED DISPOSITIVE POWER
None
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
270,718,581
-------- -----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
-------- -----------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Ordinary Shares of 25p
each ("Ordinary Shares") and American Depositary Shares representing Ordinary
Shares ("ADS") of LASMO plc, a public limited company incorporated in England
and Wales ("LASMO"), the principal executive offices of which are located at 101
Bishopsgate, London EC2M 3XH, England.
Item 2. Identity and Background
(a) - (c); (f) This statement on Schedule 13D is being filed by Amerada
Hess Corporation ("Amerada Hess"), a corporation organized under the laws of
Delaware which is an integrated energy company engaged in the exploration for
and the production, purchase, transportation and sale of crude oil and natural
gas, the refining of crude oil and the sale of refined petroleum products.
Exploration and production activities take place primarily in the United States,
the United Kingdom, Norway, Denmark, Brazil, Algeria, Gabon, Indonesia,
Azerbaijan and Thailand. The address of Amerada Hess' principal place of
business is 1185 Avenue of the Americas, New York, New York, 10036.
On November 6, 2000, Goldman Sachs International ("Goldman Sachs")
announced, on behalf of Amerada Hess, a recommended offer for the entire issued
and to be issued share capital of LASMO (the "Offer"). The Offer will be made on
the following basis: for each 78.7 Ordinary Shares held Pound Sterling 98.29 in
cash and 1 new share of Amerada Hess Common Stock (the "New Amerada Hess
Shares") and for every 78.7 ADSs (each ADS representing three Ordinary Shares)
held, Pount Sterling 294.87 in cash and 3 New Amerada Hess Shares.
If consummated, the Offer will result in the issue of up to
approximately 17.1 million New Amerada Hess Shares (representing approximately
16.3 per cent of the ordinary share capital of Amerada Hess as enlarged as a
result of the Offer). The Offer is subject to a number of conditions including
(i) the receipt of valid acceptances by Amerada Hess in respect of not less than
ninety per cent (90%) (or such lesser percentage as Amerada Hess may decide) in
nominal value of Ordinary Shares (including Ordinary Shares represented by ADSs)
provided that this condition will not be satisfied unless Amerada Hess shall
have acquired Ordinary Shares (including Ordinary Shares represented by ADSs)
carrying, in aggregate, more than fifty per cent (50%) of the voting rights then
exerciseable at general meetings of LASMO and (ii) the New Amerada Hess Shares
having been authorized for listing, subject to official notice of issuance, on
the New York Stock Exchange (the "NYSE") and the registration statement to be
filed by Amerada Hess with the United States Securities and Exchange Commission
in respect of the New Amerada Hess Shares having been declared effective. The
Long Form Press Release, dated as of November 6, 2000, issued by Amerada Hess in
connection with the Offer is incorporated herein by reference as Exhibit 1. The
Short Form Press Release, dated as of November 6, 2000, issued by Amerada Hess
in connection with the Offer is incorporated herein by reference as Exhibit 2.
The transaction has been unanimously approved by the boards of
directors of both Amerada Hess and LASMO. Each of the directors of LASMO, being
Joseph Darby, Thierry Hughes Baudouin de Jean Baptiste de Rhoder, Paul Colbeck
Murray, Roy Gregory Reynolds, Nigel Victor Turnball, Timothy Pienne Brennand,
Hugh Edward Norton and Antony Peverell Hichens ( the "LASMO Directors"), have
given irrevocable undertakings to Amerada Hess and Goldman Sachs (the "Director
Undertakings") pursuant to which they have agreed, subject to the terms and
conditions set forth therein, to accept the Offer and to vote (on certain
resolutions bearing on the Offer) their combined total of approximately 0.1% of
the Ordinary Shares as directed by Amerada Hess. The Director Undertakings are
described in more detail in Item 6. The Director Undertaking between Amerada
Hess, Goldman Sachs, LASMO and Joseph Darby is incorporated herein by reference
and is attached as Exhibit 3 hereto. The Director Undertaking between Amerada
Hess, Goldman Sachs, LASMO and Thierry Hughes Baudouin de Jean Baptiste de
Rhoder is incorporated herein by reference and is attached as Exhibit 4 hereto.
The Director Undertaking between Amerada Hess, Goldman Sachs, LASMO and Paul
Colbeck Murray is incorporated herein by reference and is attached as Exhibit 5
hereto. The Director Undertaking between Amerada Hess, Goldman Sachs, LASMO and
Roy Gregory Reynolds is incorporated herein by reference and is attached as
Exhibit 6 hereto. The Director Undertaking between Amerada Hess, Goldman Sachs,
LASMO and Nigel Victor Turnball is incorporated herein by reference and is
attached as Exhibit 7 hereto. The Director Undertaking between Amerada Hess,
Goldman Sachs, LASMO and Timothy Pienne Brennand is incorporated herein by
reference and is attached as Exhibit 8 hereto. The Director Undertaking between
Amerada Hess, Goldman Sachs, LASMO and Hugh Edward Norton is incorporated herein
by reference and is attached as Exhibit 9 hereto. The Director Undertaking
between Amerada Hess, Goldman Sachs, LASMO and Antony Peverell Hichens is
incorporated herein by reference and is attached as Exhibit 10 hereto.
Amerada Hess and LASMO have entered into an agreement (the "Inducement
Agreement") pursuant to which LASMO has agreed not to solicit a takeover offer
from any third party and to pay Pound Sterling 24 million to Amerada Hess if the
Offer lapses or is withdrawn under certain circumstances or if the LASMO
Directors withdraw their recommendation, and in certain other circumstances. The
Inducement Agreement contains certain confirmations relating to the granting of
subscription rights and the issuance of new Ordinary Shares and certain
confirmations regarding Ordinary Shares issued pursuant to various option plans
of LASMO. The Inducement Agreement is described in more detail in Item 6. The
Inducement Agreement between Amerada Hess and LASMO is incorporated herein by
reference and is attached as Exhibit 11 hereto.
Two of LASMO's principal shareholders, Electrafina S.A. ("Electrafina")
and Schroder Investment Management Limited ("SIM") have also each given
undertakings (the "Irrevocable Undertakings") with Amerada Hess and Goldman
Sachs pursuant to which Electrafina and SIM have agreed, subject to the terms
and conditions set forth therein, to accept the Offer and to vote their 7.3%, in
the case of Electrafina, and 12.8%, in the case of SIM, as directed by Amerada
Hess. The Irrevocable Undertakings are described in more detail in Item 6 below.
The Irrevocable Undertaking with Electrafina is incorporated herein by reference
and is attached as Exhibit 12 hereto. The Irrevocable Undertaking with SIM is
incorporated herein by reference and is attached as Exhibit 13 hereto.
Attached as Schedule I hereto is a list of the executive officers and
directors of Amerada Hess, which contains the following information with respect
to each such person: (i) name; (ii) business address; and (iii) present
principal occupation or employment and the name, principal business and address
of any corporation or other organization in which such employment is conducted.
All such persons are citizens of the United States, except for W.S.K. Laidlaw,
who is a citizen of the United Kingdom.
(d) - (e) During the last five years neither Amerada Hess nor to the
best of Amerada Hess' knowledge, any person named on Schedule I hereto has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject 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
Amerada Hess has not purchased any Ordinary Shares (including Ordinary
Shares represented by ADSs) as of the date of this statement. It is estimated
that full acceptance of the Offer would require, in addition to the issuance of
approximately 17.1 million New Amerada Hess Shares, the payment by Amerada Hess
of a maximum cash amount of approximately $3 billion in cash. In the event that
Amerada Hess does acquire Ordinary Shares (including Ordinary Shares represented
by ADSs) pursuant to the Offer, the funds to be used for such purchases will be
obtained from Amerada Hess' working capital, the issuance of debt securities or
bank borrowings.
Item 4. Purpose of the Transaction
The purpose of the Offer is to acquire all the issued and to be issued
Ordinary Shares and ADSs of LASMO. If Amerada Hess acquires more than 90% of the
outstanding Ordinary Shares (including Ordinary Shares represented by ADSs) it
will be able to effect a compulsory acquisition procedure in accordance with the
United Kingdom Companies Act, and upon consummation thereof, LASMO would become
a wholly owned subsidiary of Amerada Hess.
Subject to certain matters described below, it is currently expected
that, initially following the consummation of the Offer, the business and
operations of LASMO will generally continue as they are currently being
conducted. Amerada Hess will continue to evaluate all aspects of the business,
operations, capitalization and management of LASMO during the pendency of the
Offer and after the consummation of the Offer and will take such further actions
as it deems appropriate under the circumstances then existing. Amerada Hess
intends to seek additional information about LASMO during this period.
Thereafter, Amerada Hess intends to review such information as part of a
comprehensive review of LASMO's business, operations, capitalization and
management. As a result of the completion of the Offer, the interest of Amerada
Hess in LASMO's net book value and net earnings will be in proportion to the
number of Ordinary Shares and ADSs acquired in the Offer. If a compulsory
acquisition is consummated, Amerada Hess' interest in such items and in LASMO's
equity generally will equal 100% and Amerada Hess will be entitled to all
benefits resulting from such interest, including all income generated by LASMO's
operations and any future increase in LASMO's value. Similarly, Amerada Hess
will also bear the risk of losses generated by LASMO's operations and any future
decrease in the value of LASMO after a compulsory acquisition. Subsequent to a
compulsory acquisition, the current holders of LASMO's Ordinary Shares and ADSs
will cease to have any direct equity interest in LASMO and will not have any
right to vote on corporate matters.
Following the consummation of the Offer, Amerada Hess intends to apply
to the UK Listing Authority to have the Ordinary Shares delisted, apply to the
London Stock Exchange to have the Ordinary Shares cease trading, apply to the
NYSE to have the ADSs delisted, terminate the deposit agreement through which
the ADS program is operated and seek to have the registration of the Ordinary
Shares and the ADSs under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") terminated.
Amerada Hess may at any time and from time to time acquire additional
Ordinary Shares or ADSs or securities convertible or exchangeable for Ordinary
Shares or ADSs or dispose of Ordinary Shares or ADSs. Any such transactions may
be effected at any time and from time to time, subject to any applicable
limitations of the Securities Act of 1933, as amended and the Exchange Act.
Except as described herein, Amerada Hess has no present plans or
proposals that would result in any extraordinary corporate transaction, such as
a merger, reorganization, liquidation involving LASMO or any of its
subsidiaries, or purchase, sale or transfer of a material amount of assets of
LASMO or any of its subsidiaries or in any other material changes to LASMO's
capitalization, dividend policy, corporate structure, business or composition of
the board of directors of LASMO or the management of LASMO, except that Amerada
Hess intends to review the composition of the boards of directors (or similar
governing bodies) of LASMO and its subsidiaries and to cause the election to
such boards of directors (or similar governing bodies) of certain of its
representatives following the consummation of the Offer.
Item 5. Interest in Securities of the Issuer
(a) As a result of the Director Undertakings and the Irrevocable
Undertakings, Amerada Hess may be deemed to be the beneficial owner of
270,718,581 Ordinary Shares, which would represent approximately 20.1% of the
Ordinary Shares (including Ordinary Shares represented by ADSs) outstanding
(based on 1,344,328,323 Ordinary Shares outstanding as reported in LASMO's Form
20-F filed on June 29, 2000).
(b) Pursuant to the Director Undertakings and the Irrevocable
Undertakings, Amerada Hess has shared power to vote all the Ordinary Shares
owned by the Directors, Electrafina and SIM (270,718,581 Ordinary Shares) in the
limited circumstances set forth in the Director Undertakings and the Irrevocable
Undertakings.
(c) Except as described herein, neither Amerada Hess nor, to the best
of Amerada Hess' knowledge, any other person referred to in Schedule I attached
hereto, beneficially owns or has acquired or disposed of any Ordinary Shares or
ADSs during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except as described herein, neither Amerada Hess nor, to the best of
Amerada Hess' knowledge, the persons named in Schedule I hereto has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any persons with respect to any securities of LASMO, including, but not
limited to, transfers or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees or profits,
division of profits or loss, or the giving or withholding of proxies.
1. Director Undertakings
The terms of the Director Undertakings are the same in all material
respects except for the amount of Ordinary Shares involved and, in certain
instances, the Directors will be providing not only Ordinary Shares but shares
that will be derived from certain option plans. Joseph Darby owns 119,458
Ordinary Shares and is entitled to receive 300,869 Ordinary Shares pursuant to
option plans. Thierry Hughes Baudouin de Jean Baptiste de Rhoder owns a total of
18,275 Ordinary Shares. Paul Colbeck Murray owns a total of 65,268 Ordinary
Shares and is entitled to receive 141,039 Ordinary Shares pursuant to option
plans. Roy Gregory Reynolds owns a total of 16,465 Ordinary Shares. Nigel Victor
Turnball owns a total of 32,442 Ordinary Shares. Timothy Pienne Brennand owns a
total of 16,807 Ordinary Shares. Hugh Edward Norton owns a total of 12,442
Ordinary Shares. Finally, Antony Peverell Hichens owns a total of 43,122
Ordinary Shares.
Pursuant to the Director Undertakings, each of the Directors has
undertaken to Amerada Hess that they will accept the Offer. Each Director has
also agreed that, until the date on which the Offer ceases to be open for
acceptances, each Director will exercise the voting rights attached to his
Ordinary Shares in connection with certain resolutions relating to the Offer
only in accordance with Amerada Hess' directions. Each Director has also
undertaken to use his best efforts to procure that LASMO and the LASMO board of
directors provide all reasonable assistance to Amerada Hess in connection with
the Offer.
2. Inducement Agreement
Pursuant to the Inducement Agreement, LASMO has agreed not to solicit a
takeover offer from any third party and to pay Pound Sterling 24 million to
Amerada Hess if, inter alia, (i) the Offer lapses or is withdrawn following an
announcement, made during the period that the Offer remains open, of any
proposal involving a change of control of LASMO by a third party or any
acquisition or disposal of assets with a value in excess of Pound Sterling 100
million which, in either case, is completed at any time in 2001; (ii) while the
Offer remains open, the board of directors of LASMO ceases to recommend the
Offer or qualifies its recommendation or; (iii) LASMO takes action which will
prevent a condition to the Offer being fulfilled in a material way.
LASMO has also agreed with Amerada Hess that it will not grant any
further subscription rights, nor will it allot or issue new Ordinary Shares,
except insofar as required under previously granted options or other rights to
acquire Ordinary Shares which cannot be satisfied by the payment of cash or the
transfer of existing issued shares.
The Inducement Agreement also contains certain confirmations from LASMO
regarding the ownership of Methodplan Ltd. ("Methodplan"), the number of shares
of Methodplan (the "Methodplan Shares") and the ability to use Methodplan Shares
to satisfy the exercise of share options granted to employees of the eligible
subsidiaries of LASMO pursuant to certain option schemes of LASMO. Pursuant to
the Inducement Agreement, LASMO agrees to procure that (i) Methodplan will not
sell or otherwise dispose of or encumber any Methodplan Shares or acquire any
further Ordinary Shares; and (ii) Methodplan will accept the Offer in respect of
the Ordinary Shares owned by it as Amerada Hess may direct no later than five
(5) business days after the date of the making of the Offer.
The Inducement Agreement also contains details regarding how the
exercise of share options under the option schemes are to be satisfied. LASMO
agrees to procure that, during the period of the Offer, no further awards or
grants of options will be made under the option schemes and that LASMO will not
allot or issue any further share capital except as required by the option
schemes.
3. Irrevocable Undertakings with Electrafina and SIM
The terms of the Irrevocable Undertakings with Electrafina and SIM are
the same in all material respects except that the Irrevocable Undertaking with
Electrafina involves 98,336,161 Ordinary Shares and the Irrevocable Undertaking
with SIM involves 171,616,233 Ordinary Shares.
Pursuant to the Irrevocable Undertakings, Electrafina and SIM have
undertaken to Amerada Hess that they will accept the Offer. Electrafina and SIM
have also agreed that, until the date on which the Offer ceases to be open for
acceptance, Electrafina and SIM will exercise the voting rights attached to
their Ordinary Shares in connection with certain resolutions relating to the
Offer only in accordance with Amerada Hess' directions.
Electrafina's and SIM's obligations to accept the Offer will lapse in
the event of the announcement of an offer by a third party for the fully diluted
Ordinary Shares which is more than one hundred and ten per cent (110%) of the
lower of (a) 180p and (b) the Offer as at the close of trading on the NYSE
trading day immediately preceding such announcement (translating the value of
New Amerada Hess Shares from U.S. dollars to sterling at the exchange rate
prevailing at the time).
Item 7. Material to be filed as Exhibits
1. Long Form Press Release, dated as of November 6, 2000. The Long
Form Press Release was filed by Amerada Hess on Form 8-K on
November 6, 2000 and is incorporated herein by reference.
2. Short Form Press Release, dated as of November 6, 2000. The
Short Form Press Release was filed by Amerada Hess on Form 8-K
on November 6, 2000 and is hereby incorporated by reference.
3. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Joseph Darby.
4. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Thierry Hughes Baudouin de Jean Baptiste de Rhoder.
5. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Paul Colbeck Murray.
6. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Roy Gregory Reynolds.
7. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Nigel Victor Turnball.
8. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Timothy Pienne Brennand.
9. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Hugh Edward Norton.
10. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Antony Peverell Hichens.
11. Inducement Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation and LASMO plc.
12. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International and
Electrafina S.A.
13. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International and
Schroders Investment Management Limited.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 15, 2000
AMERADA HESS CORPORATION
By: /s/ J. Barclay Collins II
------------------------------------
Name: J. Barclay Collins II
Title: Executive Vice President
and General Counsel
<PAGE>
The following table sets forth the name, present principal occupation
or employment and material occupations, positions, offices or employments for
the past five years of each director and each executive officer of Amerada Hess
Corporation. The principal address of Amerada Hess Corporation and, unless
indicated below, the current business address for each individual listed below
is 1185 Avenue of the Americas, 40th Floor, New York, NY 10036 (212) 997-8500.
Each such person is, unless indicated above, a citizen of the United States. The
current executive officers are identified by an asterisk.
<TABLE>
<CAPTION>
Name and Current Present Principal Occupation or Employment; Material Positions
Business Address Held During the Past Five Years
<S> <C>
John B. Hess*...................................... Chairman of the Board, Chief Executive Officer of Amerada Hess
Corporation since 1995; Director of Amerada Hess Corporation
since 1978.
W.S.H. Laidlaw*.................................... President, Chief Operating Officer of Amerada Hess Corporation
since 1995; Director of Amerada Hess Corporation since 1994.
J. Barclay Collins II*............................. Executive Vice President, General Counsel of Amerada Hess
Corporation; Director of Amerada Hess Corporation since 1986.
John Y. Schreyer*.................................. Executive Vice President, Chief Financial Officer of Amerada
Hess Corporation; Director of Amerada Hess Corporation since
1990.
Allan A. Bernstein*................................ Senior Vice President of Amerada Hess Corporation.
F. Lamar Clark*.................................... Senior Vice President of Amerada Hess Corporation.
John A. Gartman*................................... Senior Vice President of Amerada Hess Corporation since 1997;
Vice President of Public Service Electric and Gas Company in the
area of energy marketing.
Neal Gelfand*...................................... Senior Vice President of Amerada Hess Corporation.
Gerald A. Jamin*................................... Senior Vice President and Treasurer of Amerada Hess Corporation.
Lawrence H. Ornstein*.............................. Senior Vice President of Amerada Hess Corporation.
Roger B. Oresman................................... Consulting Partner, Milbank, Tweed, Hadley & McCloy LLP;
Director since 1969.
F. Borden Walker*1................................. Senior Vice President of Amerada Hess Corporation since 1996;
General Manager in areas of gasoline marketing, convenience
store development and advertising at Mobil Corporation.
Peter S. Hadley.................................... Director of Amerada Hess Corporation since 1991; Former Senior
Vice President of Metropolitan Life Insurance Company.
William R. Johnson................................. Director of Amerada Hess Corporation since 1996; Chairman of
H.J. Heinz Company since September 2000 and President and Chief
Executive Officer of H.J. Heinz Company since 1998 after serving
in various senior executive positions; Director of Cincinnati
Financial Corporation; Director of PNC Bank.
William I. Spencer................................. Director of Amerada Hess Corporation since 1982; Former
President and Chief Administrative Officer of Citicorp and
Citibank, N.A.
Nicholas F. Brady.................................. Director of Amerada Hess Corporation since 1994; Chairman Darby
Overseas Investments, Ltd.; Former Secretary of the United
States Department of the Treasury; Former Chairman of the Board
of Dillon, Read & Co., Inc.; Director of C2, Inc.; Director of
H.J. Heinz Company; Director or Trustee of various Templeton
mutual funds.
Thomas H. Kean..................................... Director of Amerada Hess Corporation since 1990; President, Drew
University; Former Governor of the State of New Jersey; Director
of ARAMARK Corporation; Director of Bell Atlantic Corporation;
Director of the CIT Group, Inc.; Director of United Healthcare
Corporation.
Frank A. Olson..................................... Director of Amerada Hess Corporation since 1998; Chief Executive
Officer of the Hertz Corporation in 1998; Retired as Chief
Executive Officer of the Hertz Corporation in 1999 and continues
as non-executive Chairman of the Board; Director of Becton
Dickinson and Company; Director of Fuel America Enterprises
Holdings, Inc.
Edith E. Holiday................................... Director of Amerada Hess Corporation since 1993; Attorney;
Former Assistant to the President of the United States and
Secretary of the Cabinet; Former General Counsel, United States
Department of the Treasury; Director of Beverly Enterprises,
Inc.; Director of Hercules, Incorporated; Director of H.J. Heinz
Company; Director of RTI International Metals, Inc.; Director or
trustee of various Franklin Templeton mutual funds.
Robert N. Wilson................................... Director of Amerada Hess Corporation since 1996; Vice Chairman
of the Board of Directors of Johnson & Johnson; Director of
United States Trust Corporation.
Robert F. Wright................................... Director of Amerada Hess Corporation since 1981; Former
President and Chief Operating Officer of Amerada Hess
Corporation.
</TABLE>
1 Except for Messrs. Walker and Gartman, each of the above officers has been
employed by Amerada Hess Corporation or its subsidiaries in various
managerial and executive capacities for more than five years.
<PAGE>
EXHIBIT INDEX
1. Long Form Press Release, dated as of November 6, 2000. The Long
Form Press Release was filed by Amerada Hess on Form 8-K on
November 6, 2000 and is incorporated herein by reference.
2. Short Form Press Release, dated as of November 6, 2000. The
Short Form Press Release was filed by Amerada Hess on Form 8-K
on November 6, 2000 and is hereby incorporated by reference.
3. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Joseph Darby.
4. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Thierry Hughes Baudouin de Jean Baptiste de Rhoder.
5. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Paul Colbeck Murray.
6. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Roy Gregory Reynolds.
7. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Nigel Victor Turnball.
8. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO plc
and Timothy Pienne Brennand.
9. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO and
Hugh Edward Norton.
10. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International, LASMO and
Antony Peverell Hichens.
11. Inducement Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation and LASMO plc.
12. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International and
Electrafina S.A.
13. Letter Agreement dated as of November 6, 2000 by and among
Amerada Hess Corporation, Goldman Sachs International and
Schroders Investment Management Limited.
