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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. 3)
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 and 2 thereto filed on
September 8, 1995 and on September 14, 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.
(f) The information set forth in (1) the press release dated September 19,
1995 and (2) the press release dated September 20, 1995 issued by ARCO Irish
Holdings Inc. and Atlantic Richfield Company, copies of which are attached
hereto as Exhibits (a)(16.3) and (a)(16.4), 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)(16.3) Text of press release dated September 19, 1995.
(a)(16.4) Text of press release dated September 20, 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 20, 1995 Atlantic Richfield Company
By /s/ Terry G. Dallas
_____________________________________
Vice President & Treasurer
ARCO Irish Holdings Inc.
By /s/ Terry G. Dallas
_____________________________________
Senior Vice President
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
(a)(16.3) Text of press release dated September 19, 1995
(a)(16.4) Text of press release dated September 20, 1995
</TABLE>
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EXHIBIT (a)(16.3)
[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 19 September 1995
"RISKED EXPLORATION BARRELS" OR HARD FACTS ?
ARCO has responded to Aran's document, published today.
Terry Dallas, Director of ARCO Irish Holdings, said:
"Once again, Aran's document is full of assertions but short of facts.
Aran makes many mentions of "risked exploration barrels". By
definition, "risked" means carrying risk. We and Aran's shareholders
need to know much more about such risks and the potentially burdensome
costs attached.
Our questions relating to value, risk and cost remain unanswered.
In ARCO's bid we attached a value to all of Aran's assets including
its exploration portfolio. As Bill Wade said in Dublin last week, we
have seen and heard nothing to change our view that ARCO's offer is
full and generous."
-END-
For further enquiries:
<TABLE>
<S> <C>
ARCO
Terry Dallas Telephone: (44) 171 831 3113
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
Nick Miles Telephone: (44) 171 831 3113
Marc Popiolek Telephone: (44) 171 831 3113
</TABLE>
New Court, St. Swithin's Lane, London EC4P 4DU
Telephone 0171-280 5000 Fax 0171-929 1643 Telex 888031
Member of SFA
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EXHIBIT (A)(16.4)
[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 20 September 1995
ARCO, in its document to Aran shareholders dated 14 September 1995, set out
its analysis of Aran's assets and associated risks. The Panel on Takeovers and
Mergers has requested ARCO to clarify a number of issues in its analysis,
which it is pleased to do.
ARAN'S CORE PRODUCING ASSETS -- LOW RISK
<TABLE>
<C> <S>
Alba and its satellite, The Union Texas acquisition of the Oryx interest in Block 16/26
Parliament, Gryphon included Oryx's interest in both Alba and Parliament. However, Aran
and its satellites has stated that no value for Oryx's interest in Parliament was
included in this sale. As a result, the value of Oryx's interest is
not comparable with that of Aran's, which brokers' estimate at
IR0.3p or IR0.75p per Aran share.
US proved reserves and The values referred to in ARCO's analysis of these interests have
Celtic Sea royalty been derived from a recent Aran SEC filing containing information
calculated in accordance with the requirements of SFAS No. 69. This
information does not represent Aran's management's estimate of
expected future cash flow or value of proved reserves.
One of the primary objectives of SFAS No. 69 is stated to be to
"develop disclosure requirements that are useful and in particular
would compensate, in some measure, for recognised deficiencies in
the comparability and predictive value of financial statement
information of oil and gas enterprises." The source for this
statement is set out in paragraph 2 in the Appendix.
The full text of the relevant part of Aran's filing is set out in
paragraph 3 of the Appendix.
</TABLE>
Taking account of these facts, ARCO remains of the opinion that Aran's core
producing assets (net of Aran's debt) do not have a value of more than IR24p.
ARAN'S OTHER ASSETS -- MEDIUM TO HIGH RISK
<TABLE>
<C> <S>
Dunlin A recent press article incorrectly attributed to ARCO a statement
that the likely abandonment cost, said in the article to have
become a hot topic since Shell's experience with Brent Spar, of
Dunlin was (Pounds)250 million. Wood Mackenzie has estimated an
abandonment cost of (Pounds)200 million on the basis of abandonment
in 2007 and before taking account of any potential tax benefits
estimated at (Pounds)98 million.
Solan and Strathmore ARCO's document transposed Aran's interests in these fields and
should have been shown as 11.3% and 10% respectively.
</TABLE>
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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<TABLE>
<C> <S>
West of Shetland acreage ARCO pointed out that, since 1972, over 110 exploration wells have
been drilled at a cost of over (Pounds)1 billion with only 2
announced developments. The source for this statement is set out in
paragraph 5 in the Appendix.
ARCO stated that nearly 30 appraisal wells have been drilled but
public and scout data imply that less than 1 in 3 have been
successful. The source for this statement is set out in paragraph 6
of the Appendix.
</TABLE>
Aran's Board claims that ARCO has attempted, by its analysis, to create a
smokescreen which it describes as misleading and flawed. ARCO comprehensively
rejects this claim. The reality is that ARCO has sought to advance the debate
by drawing shareholders' attention to the key issues which affect value and by
setting out the questions the Aran Board needs to answer.
--END--
<PAGE>
For further enquiries:
<TABLE>
<S> <C>
N M ROTHSCHILD & SONS LIMITED Telephone: (44) 171 280 5000
Nicholas Wrigley
Tony Allen
WHPR Telephone: (353) 1 496 0244
Brian Bell
FINANCIAL DYNAMICS
Nick Miles Telephone: (44) 171 831 3113
Marc Popiolek Telephone: (44) 171 831 3113
</TABLE>
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APPENDIX
1. The brokers' estimates of the value of Aran's interests in Parliament are
derived from:-
(i) research published by Cazenove & Co (25 July 1995) - (Pounds)2 million,
SBC Warburg (14 September 1995) - (Pounds)0.8 million, UBS Global
Research (May 1995) - (Pounds)2 million;
(ii) translating the above pounds sterling amounts into Irish pounds at a
rate of IR(Pounds)1 = Stg (Pounds)1.022 and dividing the resulting
figure by 261,741,729, being the number of Aran shares (including Aran
shares represented by Aran ADSs) in issue as disclosed by Aran on 11
September 1995.
2. The statement regarding one of the primary objects of SFAS No. 69 is taken
from the Statement of Financial Accounting Standards No. 69 entitled
"Disclosures about Oil and Gas Producing Activities" dated November 1982.
3. The text of the relevant part of Aran's recent 1994 SEC 20-F filing is set
out below:
"The standardized measure of discounted future cash flows
relating to proved crude oil and gas reserves is calculated in
accordance with the requirements of SFAS 69 and uses reserve
definitions prescribed by the Financial Accounting Standards
Board. Estimated future cash flows from production are
computed by applying year end prices for crude oil and natural
gas at year end exchange rates to year end quantities of
estimated net proved reserves. Future price changes are
limited to those provided by contractual arrangements in
existence at the end of the reporting year. Future development
and production costs are those estimated future expenditures
necessary to develop and produce year end estimated proved
reserves based on year end price levels and assuming the
continuance of year end economic conditions. Future production
costs include estimated abandonment liabilities. Estimated
future taxes are calculated by applying appropriate year end
statutory tax rates and reflect allowable deductions, tax
credits and the tax basis of related assets. Discounted future
net cash flows are calculated using 10% mid-period discount
factors.
The information provided below does not represent management's
estimate of the Company's expected future cash flows or value
of proved reserves. Estimates of proved reserves quantities
are imprecise and change over time as new information becomes
available and, in particular, probable and possible reserves,
which may become proved reserves in 1995 or later, are
excluded from the calculations. Also, assumptions have been
required regarding the timing of future production costs. The
calculations assume the economic conditions existing at the
end of the reporting year will continue. Other different, but
equally valid, assumptions might lead to significantly
different final results.
Although calculated in accordance with SFAS 69, the Group
therefore cautions against the placing of unwarranted reliance
on this information in view of the highly arbitrary nature of
the assumptions on which it is based."
4. The statement regarding the estimated abandonment costs of Dunlin is taken
from a report published by Wood Mackenzie in October 1994.
5. The statement regarding the number and cost of exploration wells since 1972
is taken from the following sentence as extracted from a report published
by Wood Mackenzie in May 1995:
"Since the first West of Shetlands exploration well in 1972,
over 110 wells have been drilled in the region at a cost of
over (Pounds)1 billion."
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6. The following summary table sets out ARCO's sources for the statement
regarding appraisal wells drilled in the West of Shetland.
<TABLE>
<CAPTION>
COMPL'N WELL
WELL NO. FIELD/DISCOVERY OPERATOR DATE STATUS O/U SOURCE
<S> <C> <C> <C> <C> <C> <C>
204/19-6 Foinaven North BP 95 Jul aband. U WM
204/20-2 Schiehallion BP 94 Nov aband. U AA
204/20-5 Schiehallion BP 95 Jul susp. O EIS
204/24a-2 Foinaven BP 92 Oct aband. O EIS
204/24a-2y Foinaven BP 92 Nov aband. U EIS
204/24a-2z Foinaven BP 92 Oct aband. U EIS
204/24a-3 Foinaven BP 94 May aband. U AA
204/24a-4 Foinaven BP 94 Jul susp. O EIS
204/24a-5 Foinaven BP 94 Jul aband. U AA
204/24a-6 Foinaven BP 94 Aug aband. U AA
204/24a-7 Foinaven BP 94 Aug aband. U AA
204/25a-2 Schiehallion Amerada 94 Oct aband. O EIS
204/25a-3 Schiehallion Amerada 95 Mar aband. U AA
204/30a-3 Strathmore Amerada 95 Jun aband. U MC
205/26a-5 Solan Amerada 92 Jul aband. U AA
205/26a-5z Solan Amerada 92 Aug aband. U AA
205/26a-6 Solan Amerada 95 Apr aband. U MC
206/07a-2 Clair Elf 91 Oct aband. U EIS
206/08-3a Clair BP 78 Dec aband. U EIS
206/08-4 Clair BP 79 Feb aband. U AA
206/08-5 Clair BP 80 Jul susp. O EIS
206/08-6a Clair BP 80 Sep aband. U AA
206/08-7z Clair BP 85 Nov aband. U EIS
206/08-8 Clair BP 91 Sep aband. O EIS
206/08-9z Clair BP 92 Jul susp. O EIS
206/13a-2 Clair Exxon 92 Aug aband. O EIS
</TABLE>
In the above table:
<TABLE>
<S> <C> <C>
O = Oil well from which hydrocarbons flowed on test at significant rates
i.e. more than 1000 barrels per day
U = Unsuccessful well including tight well
AA = Arthur Andersen Petroleum Services
EIS = EIS Information Services Limited
MC = Mackay Consultants, as quoted in the Oil and Gas Journal on 21 August 1995.
WM = Wood Mackenzie
</TABLE>
