SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )(1)
American Resources Offshore, Inc.
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(Name of Issuer)
Series 1993 8% Convertible Preferred Stock, par value $12.00 per share
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(Title of Class of Securities)
02926U 20 9
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(CUSIP Number)
Nick D. Nicholas
Porter & Hedges, L.L.P.
700 Louisina, Suite 3500
Houston, TX 77002-2764
(713) 226-0600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 2001
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
13D
CUSIP No. 02926U 20 9
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Blue Dolphin Energy Company
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
Inapplicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
20,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 20,000
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
20,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
20,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[-]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.4%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
Title of Security: Series 1993 8% Convertible Preferred Stock,
par value $12.00 per share
(the "Preferred Stock")
Name and Address of Issuer's American Resources Offshore, Inc.
Principal Executive Offices: 801 Travis
Suite 2100
Houston, Texas 77002
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed on behalf of Blue Dolphin Energy Company, a
Delaware corporation ("BDCO"). The address of BDCO's principal business office
is 801 Travis, Suite 2100, Houston, Texas 77002. All executive officers and
directors of BDCO are citizens of the United States except for Ivar Siem, who is
a citizen of Norway. The name, business address and present principal occupation
of each executive officer and director is set forth in Schedule A to this
Schedule 13D.
BDCO, through its subsidiaries is primarily engaged in gathering and
transportation of natural gas and condensate and in the acquisition and
exploration of oil and gas properties. BDCO's operations are conducted
principally offshore in the Gulf of Mexico and along the Texas Gulf Coast.
During the last five years, neither BDCO nor (to the knowledge of BDCO) any
executive officer or director of BDCO has been (a) convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (b) a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order (i) enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or (ii) finding a violation with respect to such laws.
Page 3 of 7
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In September 2001, BDCO entered into individual stock purchase agreements,
the terms of which are substantially identical, with two holders of ARO's Series
1993 Preferred Stock, par value $12.00 per share (the "Preferred Stock") to
purchase 10,000 shares of Preferred Stock from each holder. Pursuant to the
terms of each stock purchase agreement, each share of Preferred Stock was
exchanged for .0334 of a share of BDCO common stock, par value $0.01 per share
(the "BDCO Common Stock"). Upon closing of the stock purchase agreements on
November 16, 2001, BDCO became the beneficial owner of an aggregate of 20,000
shares of Preferred Stock.
Furthermore, pursuant to the Agreement and Plan of Merger dated as of
August 30, 2001, as amended (the "Merger Agreement"), among BDCO, BDCO Merger
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of BDCO (the
"Merger Subsidiary"), and American Resources Offshore, Inc. ("ARO"), BDCO will
acquire all outstanding shares of Common Stock and Preferred Stock not already
beneficially owned by BDCO in exchange for approximately 327,000 shares of BDCO
Common Stock. See Item 4 below.
ITEM 4. PURPOSE OF THE TRANSACTION.
On August 30, 2001, BDCO, ARO and the Merger Subsidiary announced that they
entered into the Merger Agreement, pursuant to which the Merger Subsidiary will
merge with and into ARO and all outstanding shares of Common Stock and Preferred
Stock, other than those beneficially owned by BDCO, will be converted into the
right to receive 0.0276 and 0.0301 shares of BDCO Common Stock, respectively.
It is BDCO's intention to vote the shares of Preferred Stock and Common
Stock beneficially owned by it for approval of the Merger Agreement and the
merger. If the merger is consummated, ARO will be a wholly owned subsidiary of
BDCO. The merger is subject to customary closing conditions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
BDCO owns 20,000 shares of Preferred Stock beneficially and of record, and
has the sole power to vote or dispose of such shares. The shares of Preferred
Stock owned by BDCO represent approximately 50.4% of the outstanding shares of
Preferred Stock.
Page 4 of 7
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of ARO.
As set forth in Items 3 and 4 hereof, BDCO entered into stock purchase
agreements and acquired 20,000 shares of Preferred Stock and has announced that
it, the Merger Subsidiary and ARO have entered into the Merger Agreement
pursuant to which the Merger Subsidiary would be merged with and into ARO and
upon consummation of the merger ARO will be a wholly owned subsidiary of Blue
Dolphin.
ITEM 7. Material to Be Filed as Exhibits.
Exhibit No. Description of Exhibit
7.1 Form of Stock Purchase Agreement.
7.2 Agreement and Plan of Merger among Blue Dolphin Energy
Company, BDCO Merger Sub, Inc. and American Resources
Offshore, Inc., dated as of August 30, 2001 (incorporated by
reference from Exhibit 2.1 to the Current Report on Form 8-K
of Blue Dolphin Energy Company dated August 31, 2001).
[SIGNATURE PAGE FOLLOWS]
Page 5 of 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 26, 2001
Blue Dolphin Energy Company
By: /s/ G. Brian Lloyd
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G. Brian Lloyd
Vice President and Treasurer
#411155
Page 6 of 7
SCHEDULE A
Directors and Executive Officers of Blue Dolphin Energy Company
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of Blue Dolphin
Energy Company ("Blue Dolphin") are set forth below. If no business address is
given the director's or officer's business address is 801 Travis, Suite 2100,
Houston, Texas, 77002.
Name and Business Address Present Principal Occupation
Directors
Robert L. Barbanell Chairman of the Board of Pride
International, Inc. and President of
Robert L. Barbanell Associates, Inc., a
financial consulting firm
Michael S. Chadwick Senior Vice President & Managing
Director of Sanders, Morris & Harris
Harris A. Kaffie Partner in Kaffie Brothers
Ivar Siem Chairman of the Board of Blue Dolphin
Energy Company
Robert D. Wagner, Jr. Business consultant
Officers
John P. Atwood Vice President, Business Development of
Blue Dolphin
Michael J. Jacobson President and Chief Executive Officer of
Blue Dolphin
Roland B. Keller Executive Vice President, Exploration
Operations of Blue Dolphin
G. Brian Lloyd Vice President, Treasurer and Secretary
of Blue Dolphin
Page 7 of 7