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:
/ X / Preliminary Information Statement
/ / Confidential, for Use of the Commission
only (as permitted by Rule 14c-5(d) (2))
/ / 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 52.48%) of the 67,289,126 shares of Common Stock
outstanding on October 28, 1997 (the "Record Date") 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,
G. Brian Lloyd
Secretary
November __, 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 to be taken to amend the
Company's Certificate of Incorporation (the "Certificate of
Incorporation") to 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 to 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") 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").
The Board of Directors by written consent dated October 15, 1997 has
approved, and a total of 8 stockholders (the "Majority
Stockholders") representing 35,313,362 shares (approximately 52.48%)
of the outstanding 67,289,126 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. Pursuant to 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 Majority 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, THEREFORE, 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 19, 1997.
Each holder of record at the close of business on the Record Date of
shares of the Company's Common Stock will be entitled to receive a
copy of this Information Statement. As of October 28, 1997, there
were 67,289,126 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 Majority 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 without any action on the part of the stockholders
to represent one-fifteenth the number of shares of Common Stock
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 closing bid and asked 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 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 surrender. 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 Common Stock will not be altered
by the Amendment.
PRINCIPAL EFFECTS OF THE AMENDMENT
The Amendment will be effected by means of filing the
Certificate of Amendment with the Delaware Secretary of State.
Pursuant to the regulations promulgated under the Exchange Act,
the authorization of the Amendment by the Board of Directors and
Majority 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.
There were approximately 325 stockholders of record of the
Company as of October 28, 1997 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.
<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 67,289,126 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 4,485,941 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 the 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. 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 5,514,000 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 sale price of the
Common Stock on Nasdaq was $_____ 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
be increased 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
effectiveness of 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 effectiveness of 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
also 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.
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 release, the minimum bid price
requirement will provide a safeguard against certain market
activity associated with low-priced securities, and also 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. 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 and changed 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 alien 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 proposed
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.
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
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 would be reduced by approximately 93%.
<TABLE>
<CAPTION>
<S> <C> <C>
SHARES
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) PERCENT OF CLASS(1)
Colombus Petroleum 13,675,696 20.4
Limited, Inc. (2)
Columbus Petroleum, 6,334,631 9.5
Ltd.(3)
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 22,491,006 33.2
Directors as a Group
(9 persons) (5)(6)
</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 from the date of this Information Statement 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 on 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.
<PAGE>
INCORPORATION OF INFORMATION BY REFERENCE
The following documents, which are on file with the Commission
(Exchange Act File No. 0-15905) are incorporated in this
Information Statement by reference and made a part hereof:
(i) Annual Report on Form 10-K for the year ended December 31,
1996; and
(ii) Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997.
All documents filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Information Statement and prior to the Effective Date
shall be deemed to be incorporated by reference in this
Information Statement and shall be a part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated by reference in this Information Statement and filed
with the Commission prior to the date of this Information
Statement shall be deemed to be modified or superseded for
purposes of this Information Statement to the extent that a
statement contained herein, or in any other subsequently filed
document which is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Information Statement.
The Company will provide without charge to each person to whom
this Information Statement is delivered, upon written or oral
request of such person, a copy of any or all of the foregoing
documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated
by reference into such documents). Written or telephone requests
should be directed to the Company at 11 Greenway Plaza,
Suite 1606, Houston, Texas 77046, Attention: G. Brian Lloyd
(telephone number: (713) 621-3993).
By order of the Board of Directors
G. Brian Lloyd
Secretary
November ___, 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 ___, 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 paragraph
of Article IV reading in its 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 was 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.
<PAGE>
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 __________, 1997.
Blue Dolphin Energy Company
By:
Michael J. Jacobson
President
