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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934
(AMENDMENT NO. 1)
ARAN ENERGY PLC
(NAME OF SUBJECT COMPANY)
ARCO IRISH HOLDINGS INC.
ATLANTIC RICHFIELD COMPANY
(BIDDER)
ORDINARY SHARES OF IR20p EACH AND
AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 30 ORDINARY SHARES
(TITLE OF CLASS OF SECURITIES)
038-528-105
(CUSIP NUMBER OF CLASS OF SECURITIES)
DIANE A. WARD
ATLANTIC RICHFIELD COMPANY
515 SOUTH FLOWER STREET
LOS ANGELES, CALIFORNIA 90071
(213) 486-2808
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF BIDDER)
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This amends and supplements the Tender Offer Statement on Schedule 14D-1 of
ARCO Irish Holdings Inc. ("ARCO Irish Holdings") and Atlantic Richfield
Company ("ARCO"), both corporations incorporated under the laws of Delaware,
initially filed with the Securities and Exchange Commission (the "Commission")
on August 25, 1995 (the "Schedule 14D-1"), with respect to the Offer by N M
Rothschild & Sons Limited on behalf of ARCO Irish Holdings, a wholly owned
subsidiary of ARCO, to acquire the entire share capital of Aran Energy plc,
including all American Depositary Shares.
ITEM 10. ADDITIONAL INFORMATION.
(c) The waiting period under the Hart-Scott-Rodino Act has expired.
(f) The information set forth in the press release dated September 8, 1995
issued by ARCO Irish Holdings Inc. and Atlantic Richfield Company, a copy of
which is attached hereto as Exhibit (a)(16), is incorporated by reference in
its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11(a) is amended by adding the following exhibit:
(a)(16) Text of press release dated September 8, 1995.
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After due inquiry and to the best of its knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: September 8, 1995 Atlantic Richfield Company
By /s/ Terry G. Dallas
_____________________________________
Vice President & Treasurer
ARCO Irish Holdings Inc.
By /s/ Terry G. Dallas
_____________________________________
Senior Vice President
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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<C> <S>
(a)(16) Text of press release dated September 8, 1995
</TABLE>
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EXHIBIT 99(a)(16)
[LOGO]
N M ROTHSCHILD & SONS LIMITED
PRESS RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
JAPAN
FOR IMMEDIATE RELEASE 8 September 1995
ARCO DISHEARTENED BY SCHIEHALLION RESERVES
. 22.2 million barrels of Schiehallion reserves is disheartening
. Schiehallion reserves are less than Wood Mackenzie's estimate of 26.5
million barrels which that firm valued at IR 13p per share
. prospect, not promise, of dividend subject to banks' consent
Commenting on Aran's defence document, Bill Wade, Chairman of ARCO Irish
Holdings, said:
"ARCO is disappointed with the contents of Aran's defence document. Aran
continues to focus its defence on the value of its interests in the West of
Shetlands which they rightly identify as one of the major attractions to ARCO.
It is disheartening, therefore, that Aran states that its own estimate of
proven plus probable reserves in Schiehallion is only 22.2 million barrels.
These reserves are less than we had hoped and are less than Wood Mackenzie's
estimate of 26.5 million barrels, which that firm valued at IR 13.2p per
share. Aran's comments regarding Solan and Strathmore as remaining under
consideration for development afford us little comfort given that both were
recently the subject of disappointing appraisal wells.
Aran's interim earnings of IR 1.08p per share were broadly in line with ARCO's
expectations given the start up of Alba and Gryphon and the higher oil price
prevalent through the period. The key issue is not related to the production
assets but continues to be the value of Aran's Schiehallion interest and other
exploration and appraisal assets. Given the available data and what Aran now
tell us, we continue to believe that our IR 60p offer places full value on all
its assets and provides a generous takeover premium.
Aran shareholders are strongly urged to accept the offer on or before the
first closing date of 23 September 1995."
New Court, St. Swithin's Lane, London EC4P 4DU Telephone 0171-280 5000
Fax 0171-929 1643 Telex 888031
Member of SFA
