<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
VASTAR RESOURCES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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, or 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:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[LETTERHEAD APPEARS HERE]
NEWS RELEASE
NR00-14
May 24, 2000
FOR IMMEDIATE RELEASE
VASTAR'S BOARD OF DIRECTORS RECOMMENDS APPROVAL OF $83-PER-SHARE
- ----------------------------------------------------------------
CASH MERGER
- -----------
OFFER FROM BP AMOCO
- -------------------
Houston, TX - Vastar Resources, Inc. (NYSE: VRI) today announced that its
board of directors has unanimously recommended approval of an $83-per-share cash
merger offer from BP Amoco (NYSE: BPA) to acquire the 18.1 percent, or
approximately 17.7 million shares, of Vastar's common stock that is currently
publicly held.
The offer is the outcome of negotiations between a special committee of
Vastar's board and BP Amoco which followed BP Amoco's March 16 announcement of
its intention to offer $71 per share for the stock. BP Amoco already owns 81.9
percent of Vastar's common stock, acquired through its recent combination with
Atlantic Richfield Company (ARCO).
Robert LeVine, chairman of the special committee of Vastar's board that was
responsible for negotiating with BP Amoco, said that, "The $83-per-share offer
recognizes both Vastar's historical and prospective ability to create
differential shareholder value. The special committee is pleased with the
outcome of this process and believes that fair value for the minority interest
shareholders has been achieved. Based on the special committee's
recommendation, the board unanimously recommends that shareholders vote in favor
of the merger."
"The $83-per-share offer is a testament to the achievements of Vastar's
employees in building our company," said Charles D.
1
<PAGE>
Davidson, chairman, president and chief executive officer. "They have made
Vastar one of the best-performing firms in the independent sector, a fact that
has been widely recognized by our industry as well as the financial community.
We are very proud of our record of building value for shareholders."
Vastar and subsidiaries of BP Amoco have entered into a merger agreement.
Closing is contingent on approval by the holders of at least two-thirds of
Vastar's shares not held by BP Amoco, at a meeting to be scheduled for this
summer. A proxy statement is currently in preparation for mailing to
stockholders.
Vastar Resources, Inc., headquartered in Houston, Texas, finds, develops
and produces natural gas and liquid hydrocarbons. The company is active in more
than 100 producing fields, with exploration and production activities in the
Gulf of Mexico shelf and deepwater, Gulf Coast, Rocky Mountains and Mid-
Continent areas. Additional information on Vastar is available on the company's
website at www.vastar.com.
###
Contacts: James Bartlett (281) 584-3448 (media)
Ellen DeSanctis (281) 584-3477 (financial)
Vastar shareholders are strongly advised to read the company's proxy statement
relating to the shareholder vote when it becomes available, as it will contain
important information. Shareholders will be able to obtain the proxy statement
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 mail the proxy statement to each
shareholder of record on the record date to be established for the shareholders
meeting and will also make additional copies of the proxy statement and any
amendments thereto available for free to Vastar's shareholders. Please direct
your request for the proxy statement to Ellen DeSanctis, manager of Investor
Relations and Corporate Communications, Vastar Resources, Inc., 15375 Memorial
Drive, Houston, Texas 77079, telephone (281) 584-3477.
2
