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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Under Section 14(d)(4)
of the Securities Exchange Act of 1934
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VASTAR RESOURCES, INC.
(Name of Subject Company)
VASTAR RESOURCES, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 Per Share
(Title of Class of Securities)
922380100
(CUSIP Number of Class of Securities)
Albert D. Hoppe
Vice President, General Counsel and Secretary
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas 77079
Telephone: (281) 584-6027
Charles M. Nathan
Fried Frank Harris Shriver and Jacobson
One New York Plaza
New York, New York 10004
Telephone: (212) 859-8000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing
Statement)
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.*
*This Schedule 14d-9 relates to the proposed offer by BP Amoco p.l.c.
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Vastar Resources, Inc.
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[VASTAR LOGO]
15375 Memorial Drive
Houston, Texas 77079
281 584-6027
281 584-3492 Fax
Albert D. Hoppe
Vice President,
General Counsel
and Secretary
April 28, 2000
To: Vastar Resources, Inc. Stockholders of Record as of March 20, 2000
The Board of Directors of Vastar Resources, Inc. has voted to postpone
Vastar's annual meeting of stockholders, pending future developments related
to BP Amoco p.l.c.'s announced intention to acquire the publicly traded shares
of Vastar. The meeting was originally scheduled for May 17, 2000. A new
meeting date has not yet been set. Appropriate notice and proxy materials will
be sent to you in advance of any rescheduled stockholders' meeting.
Yours truly,
[SIGNATURE OF ALBERT D. HOPPE]
Albert D. Hoppe
As previously announced on March 16, 2000, BP Amoco advised Vastar's board
of its intention to commence a tender offer for the minority stockholding of
the company. Vastar shareholders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement regarding the
tender offer when they become available, as these statements will contain
important information relating to the tender offer. Shareholders will be able
to obtain these statements and any amendments thereto and other filed
documents for free at the Internet website maintained by the Securities and
Exchange Commission at www.sec.gov. In addition, Vastar Resources, Inc. will
make the solicitation/recommendation statement and any amendments thereto
available for free to Vastar's shareholders. Please direct your request for
the solicitation/recommendation statement to Ellen DeSanctis, Manager of
Investor Relations and Corporate Communications, Vastar Resources, Inc.,
15375 Memorial Drive, Houston, Texas 77079, Telephone (281) 584-3477.
