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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13E-3/A
(RULE 13e-100)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
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VASTAR RESOURCES, INC.
(Name of Issuer)
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BP AMOCO p.l.c.
BP AMERICA INC.
ATLANTIC RICHFIELD COMPANY
VASTAR RESOURCES, INC.
(Name of Persons Filing Statement)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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922380100
(CUSIP Number of Class of Securities)
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Peter B.P. Bevan Albert D. Hoppe
BP Amoco p.l.c. Vastar Resources, Inc.
Britanic House, 15375 Memorial Drive
1 Finsbury Circus, Houston, Texas 77079
London, EC2M 7BA, England (281) 584-6000
011-44-171-496-4000
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
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With copies to:
Benjamin F. Stapleton Charles M. Nathan
Sullivan & Cromwell Fried, Frank, Harris, Shriver & Jacobson
125 Broad Street One New York Plaza
New York, New York 10004-2498 New York, NY 10004-1980
(212) 558-4000 (212) 859-8000
This statement is filed in connection with (check the appropriate box):
a. [X] This filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [_]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$602,690,145 $320,538
* For purposes of calculating the filing fee only. The filing fee was
determined by adding (a) the product of (i) the 18,311,860 shares of common
stock, par value $0.01 per share, of Vastar Resources, Inc. ("Common Stock")
that are proposed to be acquired in the merger and (ii) the merger
consideration of $83 per share of common stock, plus (b) $99,239,765
payable to holders of options to purchase shares of Common Stock in exchange
for the cancellation of such options (the "Total Consideration"). The
payment of the filing fee, calculated in accordance with Regulation 240.0-11
under the Securities Exchange Act of 1934, as amended, equals one-fiftieth
of one percent of the Total Consideration. $318,362 of the fee was paid on
June 14, 2000 and the additional $2,176 of the fee was paid on August 17,
2000.
[X]Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $320,538 Filing Party: Vastar Resources, Inc.
Form or Registration No.:
Schedule 14A Dates Filed: June 14, 2000 and August 17, 2000
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INTRODUCTION
This Amendment No. 2 amends and supplements the Rule 13e-3 transaction
statement on Schedule 13E-3 filed on June 14, 2000, as amended by Amendment No.
1 thereto filed on August 17, 2000 (the "Transaction Statement"), by Vastar
Resources, Inc., a Delaware corporation and issuer of the equity securities that
are the subject of the Rule 13e-3 transaction ("Vastar"), BP Amoco p.l.c., a
company organized under the laws of England and Wales, BP America Inc., a
Delaware corporation, Atlantic Richfield Company, a Delaware corporation, and
Kernel Holdings, Inc., a Delaware corporation ("Kernel Holdings").
The purpose of this Amendment No. 2 is to file a final amendment to the
Transaction Statement to report the results of the Rule 13e-3 transaction
pursuant to Rule 13e-3(d)(3). Capitalized terms not otherwise defined herein
shall have the meanings set forth in the Transaction Statement.
Item 15. Additional Information.
Item 1011
On September 15, 2000, Vastar filed a Certificate of Merger with the
Secretary of State of the State of Delaware, pursuant to which Kernel Holdings
was merged with and into Vastar, with Vastar as the surviving corporation (the
"Merger"). The Merger became effective as of the date of filing, at which time
(i) each of the outstanding shares of common stock of Vastar (other than shares
held by Vastar, BP Amoco and their respective subsidiaries, and shares held by
stockholders exercising dissenters' appraisal rights ("Excluded Shares")) was
automatically converted into the right to receive $83.00 in cash, without
interest, upon surrender and acceptance of the certificate for such share to
Vastar's paying agent, (ii) all of the Excluded Shares were canceled and (iii)
the separate corporate existence of Kernel Holdings ceased.
As a result of the Merger, Vastar common stock ceased to trade on The
New York Stock Exchange and became eligible for delisting from The New York
Stock Exchange and termination of registration pursuant to Rules 12g-4 and
12h-3. Accordingly, on September 18, 2000, Vastar filed a Certification and
Notice of Termination of Registration on Form 15 with the Securities and
Exchange Commission.
Item 16. Exhibits.
Item 1016
(a)(5) Press Release of BP Amoco p.l.c. dated September 15, 2000.
SIGNATURE
After due 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: September 18, 2000
BP AMOCO p.l.c.
By: /s/ Peter B.P. Bevan
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Name: Peter B.P. Bevan
Title: Group General Counsel
BP AMERICA INC.
By: /s/ Robert D. Agdern
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Name: Robert D. Agdern
Title: President
ATLANTIC RICHFIELD COMPANY
By: /s/ Robert D. Agdern
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Name: Robert D. Agdern
Title: President
VASTAR RESOURCES, INC.
By: /s/ David H. Welch
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Name: David H. Welch
Title: President
EXHIBIT INDEX
Exhibit
No. Description
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(a)(5) Press Release of BP Amoco p.l.c. dated September 15, 2000.