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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. 4)
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, as amended by Amendment Nos. 1, 2 and 3 thereto filed on
September 8, 1995, September 14, 1995 and September 20, 1995 (collectively,
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 Office of Fair Trading of the United Kingdom confirmed on September
20, 1995 that, in accordance with the recommendation of the Director General
of Fair Trading, the Secretary of State for Trade and Industry has decided not
to refer the proposed acquisition by ARCO of Aran Energy plc to the Monopolies
and Mergers Commission.
(f) The information set forth in the press release dated September 25, 1995
issued by ARCO Irish Holdings Inc. and Atlantic Richfield Company, a copy of
which is attached hereto as Exhibit (a)(16.5), is incorporated by reference in
its entirety.
ITEM 11. MATERIAL TO BE FILED AS EXHIBIT.
Item 11(a) is amended by adding the following exhibit:
(a)(16.5) Text of press release dated September 25, 1995.
1
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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 25, 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)(16.5) Text of press release dated September 25, 1995
</TABLE>
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EXHIBIT (a)(16.5)
[LETTERHEAD OF N M ROTHSCHILD & SONS LIMITED]
PRESS RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO AUSTRALIA, CANADA OR JAPAN
FOR IMMEDIATE RELEASE 25th September, 1995
ARCO IRISH HOLDINGS INC.
("ARCO IRISH HOLDINGS")
CASH OFFER
FOR
ARAN ENERGY PLC
("ARAN")
ARCO Irish Holdings announces that, by 3:00 p.m. Dublin and London time (10:00
a.m. New York City time) on Saturday 23rd September, 1995, the first closing
date of the Cash Offer for the whole of the issued and to be issued share
capital of Aran, valid acceptances had been received and not validly withdrawn
in respect of 3,237,506 Aran shares, including Aran shares represented by Aran
ADSs, representing approximately 1.24 percent of the issued ordinary share
capital of Aran. None of such acceptances have been received from persons
acting in concert with ARCO Irish Holdings.
Neither ARCO Irish Holdings nor any person acting in concert with ARCO Irish
Holdings has acquired or agreed to acquire any Aran shares (or rights over
Aran shares) during the Offer period other than those for which valid
acceptances have been received and not validly withdrawn under the Offer
(subject to the conditions of the Offer) nor did any such person hold any Aran
shares (or rights over Aran shares) prior to the commencement of the Offer
period.
The Offer has been extended until 3:00 p.m. Dublin and London time (10:00 a.m.
New York City time) on Saturday 7th October, 1995.
-END-
New Court, St. Swithin's Lane, London EC4P 4DU
Telephone 0171-280 5000 Fax 0171-929 1643 Telex 888031
Regulated by SFA
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Press enquiries:
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<S> <C>
N M ROTHSCHILD & SONS LIMITED Telephone: (44) 171 280 5000
Nicholas Wrigley
Tony Allen
PUBLIC RELATIONS:
WHPR Telephone: (353) 1 496 0244
Brian Bell
FINANCIAL DYNAMICS Telephone: (44) 171 831 3113
Nick Miles
Marc Popiolek
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N M Rothschild & Sons Limited, which is regulated by The Securities and
Futures Authority Limited, is acting for ARCO and ARCO Irish Holdings and no
one else in relation to the Offer and will not be responsible to anyone other
than ARCO and ARCO Irish Holdings for providing the protections afforded to
customers of N M Rothschild & Sons Limited or for providing advice in relation
to the Offer.
