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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
(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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NR00-07
March 16, 2000
FOR IMMEDIATE RELEASE
VASTAR CONFIRMS RECEIVING $71.00-PER-SHARE
PURCHASE PROPOSAL FROM BP AMOCO
Houston, Texas -- Vastar Resources, Inc. (NYSE: VRI) today announced that
its board of directors has received a proposal from BP Amoco to make an offer to
purchase the 18.1 percent of Vastar's common stock that is publicly traded. The
offer, for $71.00 per share for approximately 17.6 million shares, is
conditioned on BP Amoco's acquisition of ARCO, which currently owns the balance
of Vastar's stock.
Vastar said it expected to refer the notice to a special committee of
independent directors to take the offer under advisement and provide further
comment in due course.
Vastar Resources, Inc., headquartered in Houston, Texas, finds, develops
and produces natural gas and liquid hydrocarbons. The company is currently
active in more than 100 key producing fields, with production in the Gulf of
Mexico shelf, Gulf Coast, Rocky Mountains and Mid-Continent areas, and a growing
exploratory and development presence in the Gulf of Mexico deepwater trend.
Additional information on Vastar is available on the company's website at
www.vastar.com.
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# # #
Contacts: James Bartlett (281) 584-3448 (media)
Ellen DeSanctis (281) 584-3477 (financial)
Except for the historical information contained herein, the matters discussed in
this press release are forward-looking statements that involve certain
assumptions, risks and uncertainties which, in the event actual results were
different from those predicted by the company, could negatively impact future
results, plans and expectations. Actual results could differ materially from
expectations based upon numerous factors, including: (i) the volatility and
level of hydrocarbon commodity prices, (ii) lower than expected production rates
due to capacity restraints on pipeline systems, other infrastructure or other
reasons, (iii) the inexact nature of reserve estimates, (iv) the legal and/or
regulatory environment, (v) drilling and operating risks, (vi) competition and
(vii) certain natural gas marketing matters. Further details with respect to
these as well as other assumptions, risks and uncertainties are detailed from
time to time in our reports filed with the Securities and Exchange Commission,
including the material on pages 12-14 in the company's Report on Form 10-K for
the year ended December 31, 1999.
