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): December 17, 1999
(December 2, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 2, 1999, Blue Dolphin Energy Company, a Delaware corporation
(the "Company"), through its wholly-owned subsidiary Blue Dolphin Exploration
Company, a Delaware corporation ("BDEX"), purchased 39,509,457 shares of common
stock, par value $0.00001 per share (the "Common Stock"), of American Resources
Offshore, Inc., a Delaware corporation ("ARO"), pursuant to an Investment
Agreement dated as of July 30, 1999 by and between BDEX and ARO (the "Investment
Agreement"). The purchase price for the shares of Common Stock was approximately
$4.5 million. The Company funded the purchase price through a private placement
of 1,016,667 shares of its common stock and the issuance of a Convertible
Promissory Note in the principal amount of $1,000,000. As a result of this
transaction, ARO will become a majority-owned subsidiary of the Company. The
Company intends to manage and operate ARO as an independent oil and gas
exploration, development and production company.
Concurrently with the closing of the Investment Agreement, ARO sold an 80%
interest in its Gulf of Mexico Assets to Fidelity Oil Holdings, Inc., a
subsidiary of MDU Resources Group, Inc. ARO's remaining assets consist of an
average 6% non-operated working interest in eight producing properties and one
proved undeveloped property along with leasehold interests in 34 additional
offshore tracts.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
The financial statements contained in American Resources
Offshore, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998 filed with the Securities and Exchange
Commission (the "SEC") on April 16, 1999 and Quarterly Report
on Form 10-Q for the quarter ended September 30, 1999 filed
with the SEC on November 15, 1999 are incorporated herein by
reference.
(b) Pro Forma Information
At this time it is impracticable to file the required pro
forma financial information. The required pro forma
information will be filed by amendment hereto as soon as
possible, but not later than sixty (60) days from the date
hereof.
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(c) Exhibits
99.1 Investment Agreement, as amended, by and between
American Resources Offshore, Inc. and Blue Dolphin
Exploration Company.
99.2 The financial statements contained in American Resources
Offshore, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998 filed with the Securities and
Exchange Commission (the "SEC") on April 16, 1999 and
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999 filed with the SEC on November 15,
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: December 17, 1999 By: /s/ G. BRIAN LLOYD
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G. Brian Lloyd
Vice President, Treasurer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
99.1 Investment Agreement, as amended, by and between
American Resources Offshore, Inc. and Blue Dolphin
Exploration Company (incorporated by reference
from the Company's Schedule 13D filed with the
Securities and Exchange Commission on October 22,
1999).
99.2 The financial statements contained in American
Resources Offshore, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1998 filed
with the Securities and Exchange Commission
(the "SEC") on April 16, 1999 and Quarterly Report
on Form 10-Q for the quarter ended September 30,
1999 filed with the SEC on November 15, 1999.
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