SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report: (Date of earliest event reported): August 9, 1999 (August 3, 1999)
BLUE DOLPHIN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 0-15905 73-1268729
(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
801 TRAVIS, SUITE 2100
HOUSTON, TEXAS 77002
(Address of Registrant's principal executive offices)
(713) 227-7660
(Registrant's telephone number, including area code)
(NOT APPLICABLE)
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On August 3, 1999, Blue Dolphin Energy Company (the "Company") issued a
press release announcing that it, through its wholly-owned subsidiary Blue
Dolphin Exploration Company ("BDEX"), entered into an Investment Agreement,
dated as of July 30, 1999 (the "Investment Agreement"), with American Resources
Offshore, Inc. ("ARO"). Pursuant to the terms of the Investment Agreement, BDEX
will purchase from ARO shares of common stock, par value $.00001 per share (the
"Common Stock"), equal to 75% of ARO's outstanding Common Stock after the
purchase for approximately $4.7 million. The purchase price for the Common Stock
is subject to certain adjustments including, among others, adjustments based on
ARO's liabilities upon closing of the Investment Agreement (the "Closing Date")
and the revenues and liabilities derived from ARO's Gulf of Mexico assets from
January 1, 1999 through the Closing Date. Concurrently with the consummation of
the transactions contemplated by the Investment Agreement, ARO will dispose of
all of its oil and gas properties located in southeastern Kentucky and Michigan
and sell an 80% interest in its Gulf of Mexico assets to Fidelity Oil Holdings,
Inc. ("Fidelity").
The consummation of the transactions contemplated by the Investment
Agreement is subject to customary closing conditions as well as certain other
significant closing conditions, including but not limited to, the consummation
of the transaction between ARO and Fidelity, the release of ARO by DnB Energy
Assets, Inc. ("DnB") of certain indebtedness, the purchase by the Company of
certain indebtedness owed by ARO to DnB, the terms of which are currently being
negotiated, and the disposition of ARO's oil and gas properties located in
southeastern Kentucky and Michigan.
The Investment Agreement and press release are filed as exhibits hereto
and are incorporated herein by reference. The description of the Investment
Agreement set forth above does not purport to be complete and is qualified in
its entirety by reference to the provisions of such agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Investment Agreement by and between American Resources
Offshore, Inc. and Blue Dolphin Exploration Company.
99.2 Text of Press Release, dated August 3, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BLUE DOLPHIN ENERGY COMPANY
Date: August 9, 1999 By: /s/ G. BRIAN LLOYD
G. Brian Lloyd
Vice President, Treasurer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
99.1 Investment Agreement by and between American Resources
Offshore, Inc. and Blue Dolphin Exploration Company
99.2 Text of Press Release, dated August 3, 1999.
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