SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
MARCH 10, 1999
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Date of Report (Date of earliest event reported)
AMERICAN RESOURCES OFFSHORE, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-21472 86-0713506
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Commission File Number) (IRS Employer Identification No.)
160 Morgan Street
P. O. Box 87
Versailles, Kentucky 40383
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(Address of principal executive offices) (Zip Code)
(606) 873-5455
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(Registrant's Telephone Number, including Area Code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant. Not Applicable.
Item 2. Acquisition or Disposition of Assets.
Item 3. Bankruptcy Receivership. Not Applicable.
Item 4. Change in Registrant's Certified Accountant.
Item 5. Other Events.
On January 11, 1999, the Registrant announced that a
trade creditor on Grand Isle Block 55 (the "Property") had named
the Registrant as a defendant in litigation seeking approximately
$8.6 million and that other trade creditors had filed materialman
and mechanics liens against the Property. On March 10, 1999, the
Registrant finalized an agreement (the "Compromise and Release
Agreement") with Huber Oil & Gas, Inc. ("Huber") agreeing to the
termination of the participation agreement with Huber (the
"Participation Agreement") affecting the Property and
relinquishing any and all rights the Registrant had to the
Property. As a result of the relinquishment of the Registrant's
rights in the Property, the Registrant took a net writedown of
approximately $1.5 million in the fourth quarter of 1998.
Huber acquired all of the trade creditors' lien claims
on the Property, and the Compromise and Release Agreement
provides for a full release of the Registrant from all trade
creditor claims and for all obligations of the Registrant under
the Participation Agreement. The litigation initiated by the
trade creditors is in the process of being dismissed with
prejudice.
The Registrant was also named a co-defendant in
litigation filed by the operator of High Island Block 105 seeking
approximately $600,000 for expenses incurred in the drilling of a
well. On March 10, 1999, the Registrant settled this litigation
by agreeing to convey its interest in the #19 well located on
West Cameron Block 172 to the co-defendant in exchange for
approximately $600,000 and a 25% reversionary interest after
payout. Those proceeds were utilized by the Registrant to settle
this litigation. At the time of this settlement, the Registrant
was in default on its obligation to advance an additional
$733,752 for completion cost of the #19 well and did not have the
capital to make this advance. As the Registrant would have been
caused to non-consent this operation, it agreed to convey its
interest to the co-defendant, who paid the completion costs.
Item 6. Resignation of Registrant's Directors. Not Applicable.
Item 7. Financial Statements and Exhibits. None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
AMERICAN RESOURCES OFFSHORE, INC.
(f/k/a American Resources of
Delaware, Inc.)
By: /s/ Ralph A. Currie
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Ralph A. Currie
Its: Chief Financial Officer
Dated: March 22, 1999
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