AMERICAN RESOURCES OFFSHORE INC company history: the story so far

History

American Resources Offshore, an oil and gas explorer already about 77% owned by Blue Dolphin Energy, agreed a merger with its parent and deregistered from SEC reporting in February 2002.

2001: A merger with the parent

American Resources Offshore, a Houston oil and gas exploration and acquisition company, had a controlling shareholder: Blue Dolphin Energy Company owned about 77% of its common stock. On 31 August 2001 the two signed a merger agreement that would make American Resources a wholly owned Blue Dolphin subsidiary. Shareholders were to receive Blue Dolphin shares, one for every 36.2 common shares or 33.2 preferred shares. A special committee of directors unaffiliated with Blue Dolphin found the deal fair to minority holders, and Blue Dolphin said it would vote its shares in favour. The company also paid a $0.02 special dividend in July 2001.

On 20 December 2001 the agreement was amended and restated. Common holders could now choose 0.0276 Blue Dolphin share or $0.06 cash per share, with cash capped at 70% of total common consideration. Preferred holders could choose 0.0301 share or $0.07 cash. Blue Dolphin reported owning about 77% of the common and 50.4% of the preferred. A draft proxy statement followed on 21 December, noting that appraisal rights were available under Delaware law.

2002: The vote and deregistration

The final proxy, issued on 25 January 2002, set the stockholder vote for 19 February 2002. The common-stock share option rose from 0.0276 to 0.0362 of a Blue Dolphin share, with cash unchanged at $0.06 and the preferred terms unchanged. Blue Dolphin's stakes were expected to be voted in favour.

On 19 February 2002 the company deregistered its securities, ending its duty to file reports with the SEC. A Form 15 amendment filed on 20 February covered its common and Series 1993 preferred stock and stated there was one holder of record. The filings do not state the vote result or that the merger closed, though the single holder suggests it did. As of 22 February 2002, the company was no longer a reporting company, and the record is closed.

Written from the 6 story beats below (2001 to 20 Feb 2002), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2002

20 Feb
American Resources filed a Form 15 amendment to end its SEC registration and reporting duties for its common and Series 1993 preferred stock, stating there is one holder of record. This follows the February 19, 2002 meeting date for the Blue Dolphin merger; the filing itself does not state the vote result or that the merger closed (an inference is that it did).
listing compliance notice
19 Feb
AMERICAN RESOURCES OFFSHORE INC deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
25 Jan
The final proxy was issued, setting the stockholder vote on the Blue Dolphin merger for February 19, 2002 (record date January 23, 2002). The common-stock share option changed from 0.0276 to 0.0362 of a Blue Dolphin share (cash still $0.06), while preferred terms are unchanged at 0.0301 share or $0.07. Blue Dolphin's roughly 77% common and 50.4% preferred stakes are expected to be voted in favour.
business combination

2001

21 Dec
American Resources filed a preliminary proxy statement/prospectus asking stockholders to vote on the amended Blue Dolphin merger at a special meeting in 2002 (date left blank). It repeats the terms: 0.0276 Blue Dolphin share or $0.06 cash per common share, 0.0301 share or $0.07 cash per preferred share, with a 70% cap on cash for common holders. The board recommends approval and appraisal rights are available under Delaware law. This is a draft, subject to completion.
business combination
20 Dec
The merger agreement with Blue Dolphin was amended and restated, replacing the stock-only terms with a choice: common holders may take 0.0276 Blue Dolphin share or $0.06 cash per share, and preferred holders 0.0301 share or $0.07 cash. Cash to common holders is capped at 70% of total common consideration. Blue Dolphin now reports owning about 77% of common and 50.4% of preferred and intends to vote in favour; this revises the August 2001 terms.
business combination
31 Aug
American Resources signed a merger agreement with Blue Dolphin Energy Company, which already owned about 77% of its common stock. Under the original terms, shareholders would receive Blue Dolphin shares (one per 36.2 common shares, one per 33.2 preferred shares), with ARO becoming a wholly owned Blue Dolphin subsidiary. A special committee of directors unaffiliated with Blue Dolphin found the deal fair to minority holders, and Blue Dolphin said it would vote its shares in favour, though the merger still needs stockholder approval.
business combination