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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WESTPORT RESOURCES CORPORATION
(FORMERLY BELCO OIL & GAS CORP.)
(Exact name of registrant as specified in its charter)
NEVADA 13-3869719
(State of Incorporation) (IRS Employer
Identification No.)
410 SEVENTEENTH STREET
SUITE 2300
DENVER COLORADO
80202
(Address and Zip Code of Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
N/A
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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6 1/2% CONVERTIBLE PREFERRED STOCK, NEW YORK STOCK EXCHANGE
PAR VALUE $0.01
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
On August 21, 2001, the stockholders of Belco Oil & Gas Corp., a Nevada
corporation, and the stockholders of Westport Resources Corporation, a Delaware
corporation, approved and adopted the Agreement and Plan of Merger dated as of
June 8, 2001, by and between Belco and Westport providing for the merger of
Westport with and into Belco. In connection with the merger, Belco changed its
name to Westport Resources Corporation, referred to herein as New Westport. As
of the effective time of the merger, the outstanding shares of Belco preferred
stock remained outstanding and the existing ratio was adjusted so that holders
would receive 0.465795 of a share of New Westport common stock upon conversion.
Westport Resources Corporation (formerly known as Belco Oil & Gas
Corp.) is amending and restating its Registration Statement on Form 8-A relating
to its 6 1/2% convertible preferred stock filed with the Securities and Exchange
Commission on March 2, 1998 in order to reflect the name change of the
registrant.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
See "Description of Preferred Stock" in the Prospectus filed by Belco
Oil & Gas Corp. pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, on March 5, 1998, which shall be deemed to be incorporated by
reference.
ITEM 2. EXHIBITS.
Exhibit No. Description
3.1 Amended Articles of Incorporation of Westport Resources
Corporation (formerly known as Belco Oil & Gas Corp.)
(incorporated by reference from Exhibit 3.1 of Form 8-A/A
filed with the Securities and Exchange Commission on August
29, 2001).
3.2 Second Amended and Restated Bylaws of Westport Resources
Corporation (formerly known as Belco Oil & Gas Corp.)
(incorporated by reference from Exhibit 3.2 of Form 8-A/A
filed with the Securities and Exchange Commission on August
29, 2001).
3.3 Certificate of Designations of 6 1/2% Convertible Preferred
Stock dated March 5, 1998 (incorporated by reference from
Exhibit 4.1 of Current Report on Form 8-K dated March 11,
1998).
4* Specimen Certificate for shares of preferred stock of Westport
Resources Corporation.
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* Filed herewith.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
WESTPORT RESOURCES CORPORATION
By: /s/ Donald D. Wolf
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Donald D. Wolf
Chairman of the Board and Chief Executive
Officer
Dated: August 28, 2001
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EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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3.1 Amended Articles of Incorporation of Westport Resources
Corporation (formerly known as Belco Oil & Gas Corp.)
(incorporated by reference from Exhibit 3.1 of Form 8-A/A
filed with the Securities and Exchange Commission on August
29, 2001).
3.2 Second Amended and Restated Bylaws of Westport Resources
Corporation (formerly known as Belco Oil & Gas Corp.)
(incorporated by reference from Exhibit 3.2 of Form 8-A/A
filed with the Securities and Exchange Commission on August
29, 2001).
3.3 Certificate of Designations of 6 1/2% Convertible Preferred
Stock dated March 5, 1998 (incorporated by reference from
Exhibit 4.1 of Current Report on Form 8-K dated March 11,
1998).
4* Specimen Certificate for shares of preferred stock of Westport
Resources Corporation.
</Table>
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* Filed herewith.