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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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NR00-08
March 23, 2000
FOR IMMEDIATE RELEASE
VASTAR FORMS SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS TO EVALUATE BP AMOCO
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PROPOSAL
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Houston, March 23, 2000 - Vastar Resources, Inc. (NYSE: VRI) today
announced that it has formed a special committee of independent directors to
evaluate BP Amoco's (NYSE: BPA) $71.00 per share proposal to purchase the
approximately 17.6 million shares, or 18.1 percent, of Vastar's common stock
that are publicly traded.
The special committee has retained Salomon Smith Barney Inc. and Petrie
Parkman & Co., Inc. to act as its financial advisors and Fried Frank Harris
Shriver & Jacobson to act as its legal counsel.
Vastar also announced that, in connection with the BP Amoco proposal, six
lawsuits purporting to be class actions have been filed in the Delaware Chancery
Court against the company, its directors, ARCO (NYSE: ARC) and BP Amoco. Vastar
believes that these lawsuits are without merit.
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. The proposal is conditioned on BP Amoco's acquisition of ARCO, which
currently owns the balance of Vastar's stock.
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,
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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.
CONTACTS: For Vastar:
Ellen DeSanctis (281) 584-3477 (financial)
James Bartlett (281) 584-3448 (media)
For the special committee:
Joele Frank, Wilkinson Brimmer Katcher:
Joele Frank (212) 355-4449 ext. 110
Dan Katcher (212) 355-4449 ext. 113
Vastar shareholders are strongly advised to read both the tender offer statement
and the solicitation/recommendation statement regarding the tender offer
referred to in this press release 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.
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