UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission
only (as permitted by Rule 14c-5(d) (2))
/ X / Definitive Information Statement
Blue Dolphin Energy Company
(Name of Registrant as Specified in Its Charter)
/ X / No fee required
/ / Fee computed on table below per Exchange Act Rules 14c-5(g)
and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
* Set forth the amount on which the filing fee is calculated and
state how it was determined.
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, of the Form or Schedule
and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
BLUE DOLPHIN ENERGY COMPANY
11 Greenway Plaza, Suite 1606
Houston, Texas 77046
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
This Notice and the accompanying Information Statement are being
furnished to the stockholders of Blue Dolphin Energy Company, a
Delaware corporation (the "Company"), in connection with the
amendment of the Company's Certificate of Incorporation to effect
a one-for-fifteen reverse stock split of the Company's Common
Stock, $.01 par value per share, and to reduce the total number
of authorized shares of Common Stock to 10 million shares and
Preferred Stock to 2.5 million shares (the "Amendment").
The Board of Directors by written consent dated October 15, 1997
has approved, and stockholders representing 35,313,362 shares
(approximately 52.56%) of the 67,186,971 shares of Common Stock
outstanding on October 28, 1997 have consented in writing, to the
Amendment. Such approval and consent are sufficient under
Section 228 of the Delaware General Corporation Law and the
Company's Bylaws to approve the Amendment. Accordingly, your
consent is not required and is not being solicited.
The accompanying Information Statement is furnished pursuant to
Section 14(c) of the Securities Exchange Act of 1934.
By Order of the Board of Directors,
/S/ G. BRIAN LLOYD
G. Brian Lloyd
Secretary
November 18, 1997
WE ARE NOT ASKING YOU FOR A PROXY OR A CONSENT
AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR A CONSENT.
<PAGE>
BLUE DOLPHIN ENERGY COMPANY
11 Greenway Plaza, Suite 1606
Houston, Texas 77046
INFORMATION STATEMENT
This Information Statement is being furnished to stockholders of
Blue Dolphin Energy Company, a Delaware corporation (the "Company"),
to advise them of corporate action taken without a meeting by less
than unanimous written consent of stockholders in accordance with
the provisions of Section 228 of the Delaware General Corporation
Law ("DGCL") to amend the Company's Certificate of Incorporation
(the "Certificate of Incorporation") to (i)effect a one-for-fifteen
reverse stock split (the "Reverse Stock Split") of the currently
issued shares of the Company's Common Stock, $.01 par value per
share, and (ii) reduce the total number of shares of Common Stock
and Preferred Stock which the Company is authorized to issue to 10
million and 2.5 million, respectively (the "Amendment").
The Board of Directors by written consent dated October 15, 1997 has
approved, and a total of 8 stockholders (the "Consenting
Stockholders") representing 35,313,362 shares (approximately 52.56%)
of the 67,186,971 outstanding shares of Common Stock of the Company
on October 28, 1997 (the "Record Date") have consented in writing to
the Amendment. Accordingly, all corporate actions necessary to
authorize the Amendment have been taken. In accordance with the
regulations promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the authorization of the Amendment
by the Board of Directors and Consenting Stockholders will not
become effective until twenty days after the Company has mailed this
Information Statement to the stockholders of the Company. Promptly
following the expiration of this twenty day period, the Company
intends to file the Amendment with the Delaware Secretary of State.
The Reverse Stock Split will become effective as of 5:00 p.m.,
Eastern Standard Time, on the date of such filing (the "Effective
Date"). The executive offices of the Company are located at
11 Greenway Plaza, Suite 1606, Houston, Texas 77046.
PLEASE BE ADVISED THAT THIS IS ONLY AN INFORMATION STATEMENT. WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
This Information Statement is first being sent or given to holders
of the Company's outstanding Common Stock, the Company's only class
of voting securities outstanding, on or about November 18, 1997.
Each holder of record of shares of the Company's Common Stock at the
close of business on the Record Date is entitled to receive a copy
of this Information Statement. As of the Record Date there were
67,186,971 shares of Common Stock issued and outstanding.
<PAGE>
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
TO EFFECT THE REVERSE STOCK SPLIT AND TO
REDUCE THE NUMBER OF SHARES OF AUTHORIZED CAPITAL STOCK
GENERAL
The Board of Directors and Consenting Stockholders have
approved the Amendment to the Certificate of Incorporation of the
Company to effect the Reverse Stock Split and to reduce the
number of shares of Common Stock and Preferred Stock which the
Company may issue. The complete text of the Certificate of
Amendment which reflects the Amendment is set forth in
Appendix A, however, such text is subject to change to the extent
required by the Delaware Secretary of State. Upon filing of the
Certificate of Amendment with the Delaware Secretary of State,
the Reverse Stock Split will be effective, and each certificate
representing shares of Common Stock outstanding immediately prior
to the Reverse Stock Split ("Old Shares") will be deemed
automatically and without any action on the part of the
stockholders to represent one-fifteenth the number of shares of
common stock, $.01 par value per share, after the Reverse Stock
Split ("New Shares"); provided, however, that no fractional New
Shares will be issued as a result of the Reverse Stock Split. In
lieu thereof, each stockholder whose Old Shares are not evenly
divisible by fifteen will receive cash equal to the average of
the closing bid and ask prices for Old Shares for the five
successive trading days immediately preceding the Effective Date
for the fractional New Share that such stockholder would
otherwise be entitled to receive as a result of the Reverse Stock
Split. After the Reverse Stock Split becomes effective,
stockholders will be asked to surrender certificates representing
Old Shares in accordance with the procedures set forth in a
letter of transmittal to be sent by the Company. Upon such
surrender, a certificate representing the New Shares will be
issued and forwarded (together with any payment in lieu of
fractional shares) to the stockholders, however, each certificate
representing Old Shares will continue to be valid and represent
New Shares equal to one-fifteenth the number of Old Shares until
surrendered. The Common Stock issued pursuant to the Reverse
Stock Split will be fully paid and nonassessable.
In addition, the Company is presently authorized to issue up
to 125,000,000 shares of stock, of which 100,000,000 shares are
Common Stock, and 25,000,000 shares are Preferred Stock. The
Amendment will reduce the number of shares of capital stock
authorized by the Certificate of Incorporation to 12,500,000
shares, of which 10,000,000 shares will be Common Stock, and
2,500,000 will be Preferred Stock. The voting and other rights
that presently characterize the Old Shares of Common Stock will
not be altered by the Amendment.
The Amendment will be effected by means of filing the
Certificate of Amendment with the Delaware Secretary of State. In
accordance with the regulations promulgated under the Exchange
Act, the authorization of the Amendment by the Board of Directors
and Consenting Stockholders shall not become effective until
twenty days after the Company has mailed this Information
Statement to the stockholders of the Company. Promptly following
the expiration of this twenty day period, the Company intends to
file the Certificate of Amendment with the Delaware Secretary of
State and the Amendment, including the Reverse Stock Split, will
become effective as of 5:00 p.m., Eastern Standard Time, on the
date of such filing ("Effective Date"). Without any further
action on the part of the Company or the stockholders, after the
Reverse Stock Split, a certificate representing Old Shares will
be deemed to represent one-fifteenth the number of New Shares.
Pursuant to the DGCL, the Company's stockholders are not
entitled to dissenters' rights of appraisal with respect to the
Amendment.
PRINCIPAL EFFECTS OF THE AMENDMENT
There were approximately 325 stockholders of record of the
Company on the record date and the Reverse Stock Split is not
expected to cause the number of stockholders of record to fall
below 300. The Company has no plans for the cancellation or
purchase of its shares from individuals holding a nominal number
of such shares after the Reverse Stock Split Effective Date or to
deregister the Common Stock.
<PAGE>
The Common Stock is currently registered under Section 12(b)
of the Exchange Act and, as a result, the Company is subject to
the periodic reporting and other requirements of the Exchange
Act. The Reverse Stock Split will not effect the registration of
the Common Stock under the Exchange Act. After the Effective
Date, trades of the New Shares will be reported on the Nasdaq
SmallCap Market under the symbol "BDCO."
The principal effects of the Amendment will be:
1. Based upon the 67,186,971 Old Shares outstanding as of
October 28, 1997, the Reverse Stock Split will decrease
the outstanding shares of Common Stock by approximately
93.33%, and thereafter approximately 4,479,131 New
Shares will be outstanding. The Reverse Stock Split
will not affect any stockholder's proportionate equity
interest in the Company, subject to the provisions for
the elimination of fractional shares as described
herein.
2. The Company is authorized under its Certificate of
Incorporation to issue up to 100,000,000 shares of
Common Stock and 25,000,000 shares of Preferred Stock.
The Amendment reduces the authorized Common Stock to
10,000,000 shares and the authorized Preferred Stock to
2,500,000 shares. After the Reverse Stock Split, the
Common Stock issued and outstanding will represent
approximately 45% of the Company's authorized Common
Stock whereas the Old Shares represented approximately
67% of the authorized Common Stock. There are no
shares of Preferred Stock outstanding. After the
Reverse Stock Split, approximately 5,521,000 shares of
Common Stock and 2,500,000 shares of Preferred Stock
will be available for future issuance by the Board of
Directors without further action by the stockholders.
3. On October 28, 1997, the closing bid price of the
Common Stock on Nasdaq was $.59375 per share. By
decreasing the number of shares of Common Stock
outstanding without altering the aggregate economic
interest in the Company represented by such shares, the
Board of Directors believes that the trading price will
increase to a price more appropriate for a publicly-
traded security.
4. As of October 28, 1997, there were outstanding options
to purchase an aggregate of 2,434,996 shares of Common
Stock under the Company's 1985 and 1996 Stock Option
Plans (the "Stock Option Plans") with per share
exercise prices ranging from $.1594 to $.2922. All of
the outstanding options include provisions for a
proportional downward adjustment in the number of
shares covered thereby and a corresponding increase in
the exercise price thereof, in the event of a reverse
stock split. Each outstanding option after the Reverse
Stock Split will evidence the right to purchase 6.66%
of the shares of Common Stock previously covered
thereby, and the exercise price per share will be 15
times the previous exercise price. After the Reverse
Stock Split there will be reserved for issuance upon
exercise of outstanding options under the Stock Option
Plans approximately 162,333 shares of Common Stock.
5. The holders of shares of the Common Stock are entitled
to receive distributions of cash or other property, if
any, that may be declared from time to time by the
Board of Directors in its discretion from funds legally
available therefor, subject to the dividend priority of
the holders of Preferred Stock of the Company, if any.
Although the Reverse Stock Split will have an immediate
effect on the Company's capital in excess of par
value, the Reverse Stock Split and its impact on
capital in excess of par value will not affect
distributions to the Company's stockholders. The
Company has never paid cash dividends on the Common
Stock and has no plans to pay cash dividends in the
foreseeable future. The current policy of the Board of
Directors is to retain all available earnings for use
in the operation and expansion of the Company's
business. Any future dividends will depend upon the
Company's earnings, capital requirements, financial
condition and other relevant factors. Additionally,
certain covenants contained in the Company's loan
agreement currently prohibit the Company from declaring
or paying cash dividends.
<PAGE>
REASONS FOR THE AMENDMENT
The Board of Directors believes the Amendment is desirable
for several reasons. The Reverse Stock Split should enhance the
acceptability of the Common Stock by the financial community and
investing public. The reduction in the number of shares of
Common Stock outstanding caused by the Reverse Stock Split
presumably will increase the per share market price for the
Common Stock. Theoretically, the number of shares outstanding
should not, by itself, affect the marketability of the stock, the
type of investor who acquires it, or the Company's reputation in
the financial community, but in practice this is not necessarily
the case, as many investors look upon a stock trading below $5.00
as unduly speculative in nature and, as a matter of policy, avoid
investment in such stocks. In addition, many leading brokerage
firms are reluctant to recommend lower-priced securities to their
clients and a variety of brokerage house policies and practices
currently tend to discourage individual brokers within firms from
dealing in lower-priced stocks. Some of those policies and
practices pertain to the payment of brokers' commissions and to
time-consuming procedures that function to make the handling of
lower-priced stocks unattractive to brokers from an economic
standpoint. In addition, the structure of trading commissions
tends to have an adverse impact upon holders of lower-priced
stocks because the brokerage commission on a sale of a lower-
priced stock generally represents a higher percentage of the
sales price than the commission on a relatively higher-priced
issue.
Although there can be no assurance that the price of the
Company's shares after the Reverse Stock Split will actually
increase in an amount proportionate to the decrease in the number
of outstanding shares, the Reverse Stock Split is intended to
result in a price level for the Common Stock that will reduce the
effect of the above described policies and practices, broaden
investor interest and provide a market that will more closely
reflect the Company's underlying values.
In addition, the National Association of Securities Dealers
Automated Quotation Stock Market ("NASDAQ") has announced changes
to its SmallCap Market listing requirements which are to be
effective February 23, 1998, including a minimum bid price of
$1.00. According to the NASDAQ's press release, the minimum bid
price requirement will provide a safeguard against certain market
activity associated with low-priced securities, and will enhance
the credibility of the market. The bid price for the Common
Stock of the Company has historically been below $1.00 and the
Reverse Stock Split is intended to help the Company meet the
minimum bid price standard for the NASDAQ SmallCap Market.
There can be no assurance that any or all of these effects
will occur, including, without limitation, that the market price
per New Share of Common Stock after the Reverse Stock Split will
be 15 times the market price per Old Share of Common Stock before
the Reverse Stock Split, or that such price will either exceed or
remain in excess of the current market price or the $1.00 minimum
bid price to be required by NASDAQ. Further, there is no
assurance that the market for the Common Stock will be improved.
Stockholders should note that the Board of Directors cannot
predict what effect the Reverse Stock Split will have on the
market price of the Common Stock.
<PAGE>
EXCHANGE OF STOCK CERTIFICATES
As soon as practicable after the Effective Date, the Company
will send a letter of transmittal to each holder of record of Old
Shares outstanding on the Effective Date. The letter of
transmittal will contain instructions for the surrender of
certificate(s) representing such Old Shares. Upon proper
completion and execution of the letter of transmittal and return
thereof, together with the certificate(s) representing Old
Shares, a stockholder will be entitled to receive a certificate
representing the number of New Shares into which his Old Shares
have been reclassified as a result of the Reverse Stock Split.
STOCKHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL REQUESTED
TO DO SO. No new certificate will be issued to a stockholder
until he has surrendered his outstanding certificate(s) together
with the properly completed and executed letter of transmittal.
Until so surrendered, each current certificate representing Old
Shares will be deemed for all corporate purposes after the
Effective Date to evidence ownership of New Shares in the
appropriately reduced number.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the material federal income
tax consequences of the proposed Reverse Stock Split. This
summary does not purport to be complete and does not address the
tax consequences to holders that are subject to special tax
rules, such as banks, insurance companies, regulated investment
companies, personal holding companies, foreign entities,
nonresident foreign individuals, broker-dealers and tax-exempt
entities. This summary is based on the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations and proposed
regulations, court decisions and current administrative rulings
and pronouncements of the Internal Revenue Service ("IRS"), all
of which are subject to change, possibly with retroactive effect,
and assumes that the New Shares of Common Stock will be held as a
"capital asset" as defined in the Code. Holders of Old Shares of
Common Stock are advised to consult their own tax advisers
regarding the federal income tax consequences of the Reverse
Stock Split in light of their personal circumstances and the
consequences under state, local and foreign tax laws.
1. The Reverse Stock Split will qualify as a
recapitalization described in Section 386(a)(1)(E) of
the Code.
2. No gain or loss will be recognized by the Company in
connection with the Reverse Stock Split.
3. No gain or loss will be recognized by a stockholder who
exchanges all of his Old Shares of Common Stock solely
for New Shares of Common Stock., except to the extent
of any cash received in lieu of a fractional share.
4. The aggregate basis of the New Shares of Common Stock
to be received in the Reverse Stock Split (including
any fractional share deemed received) will be the same
as the aggregate basis of the Old Shares of Common
Stock surrendered in exchange therefor.
5. The holding period of the New Shares of Common Stock to
be received in the Reverse Stock Split (including any
fractional share deemed received) will include the
holding period of the Old Shares of Common Stock
surrendered in exchange therefor.
6. A holder of Common Stock receiving cash in lieu of a
fractional share will be treated as receiving the
payment in connection with a redemption of the
fractional share, with the tax consequences of the
redemption determined under Section 302 of the Code.
As such, a holder of Common Stock will generally
recognize gain or loss upon such payment equal to the
difference, if any, between such stockholder's basis in
the fractional share (as described in 4. above) and the
amount of cash received. Such gain or loss will be
capital gain or loss and will be long-term capital gain
or loss if the stockholder's holding period (as
described in 5. above) exceeds one year. A holder of
<PAGE>
Common Stock receiving cash in lieu of a fractional
share may be subject to dividend treatment on such
payment if the redemption of the fractional share is
"essentially equivalent to a dividend" under Section
302 of the Code. However, based on a published IRS
ruling, dividend treatment is unlikely if, taking into
account the constructive ownership rules set forth in
Section 318 of the Code, (a) the stockholder's relative
stock interest in the Company is minimal, (b) the
stockholder exercises no control over the Company's
affairs and (c) there is a reduction in the
stockholder's proportionate interest in the Company.
THE FOREGOING SUMMARY IS INCLUDED FOR GENERAL INFORMATION
ONLY. ACCORDINGLY, EACH HOLDER OF COMMON STOCK OF THE COMPANY IS
URGED TO CONSULT WITH THEIR OWN TAX ADVISER WITH RESPECT TO THE
TAX CONSEQUENCES OF THE PROPOSED REVERSE STOCK SPLIT, INCLUDING
THE APPLICATION AND EFFECT OF THE LAWS OF ANY STATE, MUNICIPAL,
FOREIGN OR OTHER TAXING JURISDICTION.
<PAGE>
OWNERSHIP OF SECURITIES OF THE COMPANY
The following table sets forth, as of September 30, 1997,
certain information with respect to the beneficial ownership of
shares of the Company's Common Stock (the only class of voting
security issued and outstanding) as to (i) all persons known by
the Company to be beneficial owners of 5% or more of the
outstanding shares of Common Stock, (ii) each Director, (iii)
each executive officer whose total salary and bonus for the last
year exceeded $100,000, and (iv) all executive officers and
Directors, as a group. Unless otherwise indicated, each of the
following persons has sole voting and dispositive power with
respect to such shares. After the Reverse Stock Split, all share
numbers set forth below will be reduced by approximately 93%.
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENT OF CLASS(1)
Colombus Petroleum Limited, Inc. (2) 13,675,696 20.4
Columbus Petroleum, Ltd.(3) 6,334,631 9.5
Ivar Siem (4)(5) 9,076,032 13.5
Harris A. Kaffie (5) 8,490,451 12.7
Daniel B. Porter (5) 2,161,848 3.2
Christian Hysing-Dahl (5) 225,001 *
Michael Chadwick (5) 90,001 *
Michael J. Jacobson (5) 1,420,002 2.1
Roland B. Keller (5) 475,002 *
William D. Fisher (5) 425,501 *
Executive Officers and Directors
as a Group (9 persons) (5)(6) 22,491,006 33.2
</TABLE>
* Less than 1%
(1) A person is deemed to be the beneficial owner of voting
securities that can be acquired by such person within 60
days upon the exercise of options. Each beneficial owner's
percentage ownership is determined by assuming that options
that are held by such person (but not those held by any
other person) and which are exercisable within 60 days of
September 30, 1997 have been exercised.
(2) The address of Colombus Petroleum Limited, Inc.
("Colombus"), is Aeulestrasse 74, FL-9490, Vaduz,
Liechtenstein.
(3) The address of Columbus Petroleum, Ltd. ("CPL"), is c/o S.
Sheth, Palmer Cowen, 16 Berkeley Street, London, England.
(4) Mr. Siem, Chairman of the Board of the Company, may be
deemed to be the beneficial owner of the shares of Common
Stock held of record and beneficially by CPL (and his
ownership shown includes such shares) as to which he may be
deemed to possess, indirectly, shared voting and investment
power due to his position as Managing Director and
beneficial owner of CPL. Includes 2,346,630 shares of
Common Stock, held of record and beneficially by Soil, Inc.
(and his ownership shown includes such shares) as to which
Mr. Siem may be deemed to possess, indirectly, shared voting
and investment power due to his 100% beneficial ownership of
Soil, Inc. Includes 188,103 shares of the 990,020 shares
owned beneficially by Nordic Technology Corporation A/S,
which represents Mr. Siem's percentage interest in such
company.
(5) Includes shares of Common Stock issuable upon exercise of
options that may be exercised within 60 days of September
30,1997 as follows:
Mr. Siem - 156,668; Mr. Kaffie- 40,001; Mr. Porter - 30,001;
Mr. Hysing-Dahl - 20,001; Mr. Chadwick - 30,001; Mr. Jacobson -
300,002; Mr. Keller - 116,668; Mr. Fisher - 91,668; and all
directors and executive officers as a group - 843,344.
By order of the Board of Directors
/S/ G. BRIAN LLOYD
G. Brian Lloyd
Secretary
November 18, 1997
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
BLUE DOLPHIN ENERGY COMPANY
BLUE DOLPHIN ENERGY COMPANY, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That on October 15, 1997 the Board of Directors of
the Corporation duly adopted resolutions by unanimous written
consent in lieu of a meeting in accordance with the provisions
of Section 141(f) of the Delaware General Corporation Law
("DGCL") proposing and declaring the following amendment of the
Certificate of Incorporation of the Corporation to be advisable
and recommending the adoption of such amendment by the
stockholders of the Corporation.
SECOND: That in lieu of a meeting and vote of the
stockholders of the Corporation, the requisite stockholder
approval was obtained by written consent to the following
amendment in accordance with the provisions of Section 228 of
the DGCL and prompt notice of taking of corporate action without
a meeting has been duly given in accordance with Section 228(d)
of the DGCL.
THIRD: The Certificate of Incorporation of the Corporation
is amended by deleting the first paragraph of Article IV thereof
and replacing in lieu and instead thereof a new first two
paragraphs of Article IV reading in their entirety, as follows:
The total number of shares of stock which the
Corporation shall have the authority to issue is
12,500,000 shares, of which 10,000,000 shall be shares
of Common Stock of the par value of $.01 per share
("Common Stock"), and 2,500,000 shall be shares of
Preferred Stock of the par value of $.10 per share
("Preferred Stock").
Effective as of the close of business on the day
of the filing of the Certificate of Amendment which
contains this provision with the Secretary of State of
the State of Delaware, each share of Common Stock, par
value $.01 per share ("Old Common Stock"), issued at
such time shall be and hereby is automatically
reclassified and changed into one-fifteenth of one
share of Common Stock, par value $.01 per share,
without any action by the holder thereof, provided
that no fractional shares shall be issued pursuant to
such reclassification and change. Effective as of the
close of business on the day of the filing of the
Certificate of Amendment which contains this provision
with the Secretary of State of the State of Delaware,
each certificate outstanding and previously
representing shares of Old Common Stock shall, until
surrendered and exchanged, be deemed, for all
corporate purposes, to constitute and represent the
number of whole shares of Common Stock of the
Corporation into which the outstanding shares of Old
Common Stock previously represented by such
certificate were converted by virtue of the reverse
stock split.
FOURTH: That the amendment was duly adopted in accordance
with the provisions of Sections 228 and 242 of the DGCL.
FIFTH: This Certificate of Amendment shall become
effective at the close of business on the day of the filing
hereof in the office of the Secretary of State of the State of
Delaware.
IN WITNESS WHEREOF, Blue Dolphin Energy Company has caused this
certificate to be signed by Michael J. Jacobson, its President,
this ____ day of December, 1997.
Blue Dolphin Energy Company
By:
Michael J. Jacobson
President
A-1
