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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 31, 2001 (August 30, 2001)
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)
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ITEM 5. OTHER EVENTS
On August 31, 2001, Blue Dolphin Energy Company (the "Company"),
American Resources Offshore, Inc. ("ARO") and BDCO Merger Sub, Inc. a wholly
owned subsidiary of the Company (the "Merger Subsidiary"), announced that
they have entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which the Merger Subsidiary will merge with and into
ARO and the holders, other than the Company, of ARO's shares of common stock,
par value $0.00001 per share (the "Common Stock"), and Series 1993 Preferred
Stock, par value $12.00 per share (the "Preferred Stock"), will receive
approximately 326,000 and 1,200 shares of the Company's common stock, par
value $0.01 per share, respectively. The merger requires the approval of (i)
a majority of ARO's outstanding Common Stock and Preferred Stock, voting
together as a class; and (ii) a majority of ARO's outstanding Preferred Stock
voting separately as a class. The Company, the beneficial owner, as of
August 30, 2001, of approximately 77% of the issued and outstanding shares
of Common Stock intends to vote its shares in favor of the Merger Agreement.
ARO's board of directors unanimously approved the transaction and its
submission to stockholders following a determination by a special committee
of the board, composed of individuals who are not directors or officers of
the Company, that the merger is fair and in the best interest of ARO's
minority shareholders. The merger is subject to customary closing conditions.
Copies of the Merger Agreement and the press release issued by the
Company announcing the execution of the Merger Agreement are being filed as
Exhibits 2.1 and 99.1 to this Form 8-K and are incorporated by reference in
their entirety.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
2.1 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
99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: August 31, 2001
BLUE DOLPHIN ENERGY COMPANY
/s/ G. Brian Lloyd
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G. Brian Lloyd
Vice President, Treasurer
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION OF EXHIBIT
2.1 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
99.1 Press Release
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