-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R7oC00vvEP9MBwkA7cc/rwRr2YPJNjEp1M0Sg7/wrwfcBkarqTNnjLQgevzgcka5 vtzW90i8EgVmJ3FwM6dAGg== 0000891836-00-000332.txt : 20000501 0000891836-00-000332.hdr.sgml : 20000501 ACCESSION NUMBER: 0000891836-00-000332 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000428 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VASTAR RESOURCES INC CENTRAL INDEX KEY: 0000918252 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 954446177 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-44037 FILM NUMBER: 613196 BUSINESS ADDRESS: STREET 1: 15375 MEMORIAL DR CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815846000 MAIL ADDRESS: STREET 1: 15375 MEMORIAL DR CITY: HOUSTON STATE: TX ZIP: 77079 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BP AMOCO PLC CENTRAL INDEX KEY: 0000313807 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BRITANNIC HOUSE STREET 2: 1 FINSBURY CIRCUS CITY: LONDON EC2M 7BA ENGL STATE: X0 BUSINESS PHONE: 2165865193 MAIL ADDRESS: STREET 1: BP AMERICA INC STREET 2: 200 PUBLIC SQ CITY: CLEVELAND STATE: OH ZIP: 44114 FORMER COMPANY: FORMER CONFORMED NAME: BRITISH PETROLEUM CO PLC DATE OF NAME CHANGE: 19970226 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* VASTAR RESOURCES, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, Par Value $.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 922380100 - -------------------------------------------------------------------------------- (CUSIP Number) Peter B.P. Bevan Britannic House, 1 Finsbury Circus, London, EC2M 7BA, England 011-44-171-496-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 18, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedules, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - ---------------------------- ------------------------------------ CUSIP NO. 922380100 PAGE 2 OF 11 PAGES - ---------------------------- ------------------------------------ - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) BP Amoco p.l.c. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES -0- BENEFICIALLY ---------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING ---------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH -0- ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 80,000,001 - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC/CO - -------------------------------------------------------------------------------- CUSIP NO. 922380100 PAGE 3 OF 11 PAGES Item 1. Security and Issuer. ------------------- The title of the class of equity securities to which this statement relates is common stock, par value $.01 per share (the "Shares") of Vastar Resources, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 15375 Memorial Drive, Houston, Texas 77079. Item 2. Identity and Background. ----------------------- This statement is being filed by BP Amoco p.l.c., a company organized under the laws of England and Wales ("BP Amoco"). BP Amoco's principal executive offices are currently at Britannic House, 1 Finsbury Circus, London, EC2M 7BA, United Kingdom (Telephone 011-44-171-496-4000). BP Amoco's main businesses are Exploration and Production, Refining and Marketing, and Chemicals. Exploration and Production activities include oil and natural gas exploration and field development and production (upstream activities), together with pipeline transportation, gas processing and gas marketing (midstream activities). The activities of Refining and Marketing include oil supply and trading as well as refining and marketing (downstream activities). Chemicals activities include petrochemicals manufacturing and marketing. BP Amoco provides high quality technological support for all its businesses through its research and engineering activities. BP Amoco has well established operations in Europe, the United States, Canada, South America, Australasia and parts of Africa. The name, residence or business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of BP Amoco are set forth on Schedule I hereto and incorporated herein by reference. None of BP Amoco, or to the best knowledge and belief of BP Amoco, any of the individuals listed in Schedule I, has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. This Item 2 is qualified in its entirety by reference to Schedule I which is attached hereto and incorporated into this Item by reference. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- BP Amoco acquired the 80,000,001 Shares it beneficially owns by means other than through a direct purchase of such Shares. Atlantic Richfield Company, a Delaware corporation ("ARCO"), formed the Company in 1993 as a holding company for ARCO's natural gas and crude oil exploration and production operations in the continental United States. In June 1994, ARCO caused the Company to issue a minority portion of the Shares in an initial public offering, and ARCO retained a majority of the Shares. ARCO has maintained its majority ownership of the Company and currently owns approximately 81.9% of the issued and outstanding Shares. On April 18, 2000, BP Amoco acquired ARCO by means of a merger (the "ARCO Merger"). By virtue of that merger, ARCO became a wholly owned subsidiary of BP Amoco and BP Amoco became a beneficial owner of the Shares that ARCO owns. BP Amoco acquired ARCO for shares of BP Amoco capital stock (and American depositary shares of BP Amoco). CUSIP NO. 922380100 PAGE 4 OF 11 PAGES Item 4. Purpose of Transaction. ---------------------- (a)-(b), (d), (h) On March 16, 2000, prior to BP Amoco's acquisition of ARCO, BP Amoco announced in a press release its intention to acquire "the minority stockholding" of the Company which ARCO does not own. (See BP Amoco's Schedule TO which is filed as an Exhibit hereto and is incorporated herein by reference in its entirety.) The form of such a transaction could include a merger whereby a wholly owned subsidiary of ARCO is merged with the Company and in such case the Company would become an indirect wholly owned subsidiary of BP Amoco. In connection with such a transaction, BP Amoco may study the possibility of changing the Company's board of directors by changing the numbers of directors, the term of directorships, or otherwise. Such a transaction could have the effect of causing the Shares to be delisted from the New York Stock Exchange, where the shares now trade. (c) Not applicable. (e) Other than as a result of a merger referenced above, not applicable. (f) Not applicable. (g) Other than as a result of a merger referenced above, not applicable. (i) Not applicable (j) Other than as described above, BP Amoco currently has no plan or proposals which relate to, or may result in, any of the matters listed in Item 4(a)-(i) of Schedule 13D (although BP Amoco reserves the right to develop such plans). Item 5. Interest in Securities of the Issuer. ------------------------------------ (a)-(b) As a result of the ARCO Merger, as of April 18, 2000, 80,000,001 Shares were beneficially owned by BP Amoco, representing approximately 81.9% of the outstanding Shares of the Company.* To the knowledge of BP Amoco, none of the persons listed on Schedule I hereto beneficially owns any Shares other than as set forth herein. Through BP Amoco's ownership of ARCO, BP Amoco is able to direct the voting of and disposition of the 80,000,001 Shares owned by ARCO. The name, residence or business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of ARCO are set forth on Schedule II hereto and incorporated herein by reference. To the best knowledge and belief of BP Amoco, none of the individuals listed in Schedule II has, during the past five years, been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (c) None of BP Amoco, and based on information provided by the persons listed on Schedule I hereto to BP Amoco, or the persons listed on Schedule I hereto, has been a party to any transaction in the Shares during the period commencing on February 18, 2000 and ending on April 18, 2000. (d) Other than ARCO, no other person has the right to receive or the power to direct the receipt of the dividends from, or the proceeds from the sale of, any Shares that may be deemed to be beneficially owned by BP Amoco. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ----------------------------------------------------------------------- Except as disclosed in Items 3, 4 and 5, none of BP Amoco, or to the best knowledge and belief of BP Amoco, any of the individuals listed in Schedule I, is a party to any contract, arrangements, understandings or relationships with respect to any securities of the Company, including but not limited to the transfer or voting of any securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. - -------- * All percentages of Shares set forth in this Item 5 are based upon the number of Shares reported to be outstanding on March 1, 2000 as disclosed in the Company's Form 10-K filed with the Securities and Exchange Commission. CUSIP NO. 922380100 PAGE 5 OF 11 PAGES Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit No. Exhibit ----------- ------- 1. Schedule TO Tender Offer Statement filed March 16, 2000 by BP Amoco p.l.c. SIGNATURE After reasonable inquiry and to our best knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: April 28, 2000 BP AMOCO p.l.c. By: /s/ Peter B.P. Bevan ----------------------------- Name: Peter B.P. Bevan Title: Group General Counsel CUSIP NO. 922380100 PAGE 7 OF 11 PAGES SCHEDULE I INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF BP AMOCO The following tables set forth the name, business address, present principal occupation or employment, and principal business and address of any corporation or other organization in which the employment or occupation is conducted of each director and executive officer of BP Amoco. Unless otherwise specified, each person listed below is a citizen of the United Kingdom and has his or her principal business address at Britannic House, 1 Finsbury Circus, London, EC2M 7BA, United Kingdom (Telephone 011-44-171-496-4000). EXECUTIVE OFFICERS OF BP AMOCO P.L.C. Name and Present Principal Occupation or Employment Business Address - ------------------------------------ ---------------- Bevan, Peter B.P. Britannic House (Group General Counsel, BP Amoco p.l.c.) 1 Finsbury Circus London, England EC2M 7BA Browne, E. John P. Britannic House (Group Chief Executive, BP Amoco p.l.c.) 1 Finsbury Circus London, England EC2M 7BA Buchanan, John G.S. Britannic House (Chief Financial Officer, BP Amoco p.l.c.) 1 Finsbury Circus London, England EC2M 7BA Chase, Rodney F. Britannic House (Deputy Group Chief Executive, Refining 1 Finsbury Circus and Marketing and Exploration and London, England EC2M 7BA Production, BP Amoco p.l.c. Ford, W. Douglas Britannic House (Chief Executive, Refining and Marketing, 1 Finsbury Circus BP Amoco p.l.c.) London, England EC2M 7BA Gibson-Smith, Dr. Christopher S. Britannic House (Executive Vice President, Policies and 1 Finsbury Circus Technology, London, England EC2M 7BA BP Amoco p.l.c. Olver, Richard L. Britannic House (Chief Executive, Exploration and 1 Finsbury Circus Production, London, England EC2M 7BA BP Amoco p.l.c.) Sanderson, Bryan K. Britannic House (Chief Executive, Chemicals, 1 Finsbury Circus BP Amoco p.l.c.) London, England EC2M 7BA CUSIP NO. 922380100 PAGE 8 OF 11 PAGES DIRECTORS OF BP AMOCO P.L.C. Name and Present Principal Occupation or Employment Business Address - ------------------------------------ ---------------- Block, Ruth S. 75 Briar Woods Trail (Retired Executive VP, The Equitable) Stamford, CT 06903 USA Citizen of the United States Browne, E. John P. See above Bryan, John H. Three First National Plaza - (Chairman & CEO) 47th Floor Sara Lee Corporation) Chicago, IL 60602 USA Citizen of the United States Buchanan, John G.S. See above Chase, Rodney F. See above Davis, Jr., Erroll B. 222 West Washington Avenue (President & CEO, Alliant Worldwide Madison, WI 53703 USA Headquarters) Citizen of the United States Ferris, Richard J. 1436 Ridge Road (Retired Co-Chairman Northbrook, IL 60062 USA Doubletree Corporation) Citizen of the United States Gibson-Smith, Dr. Christopher S. See above Knight, Chalres F. 8000 W. Florissant (Chairman & CEO, Emerson Electric St. Louis, MO 63136 USA Company) Citizen of the United States Maljers, Floris A. Bezuidenhoutseweg 74 2594 AW (Company Director, Amoco Netherlands The Hague, The Netherlands Petroleum Company) Citizen of The Netherlands Massey, Dr. Walter E. 830 Westview Drive, S.W. (President, Morehouse College) Atlanta, GA 30314 USA Citizen of the United States Miles, H. Michael P. 60 London Wall (Director, ING Baring Holdings, Ltd.) London, England EC2M 7TQ Nicholson, Sir Robin Pension Farm (Retired Chairman, Pilkington Optronics Diptford, Totnes Devon, England TQ9 7NN CUSIP NO. 922380100 PAGE 9 OF 11 PAGES Name and Present Principal Occupation or Employment Business Address - ------------------------------------ ---------------- Olver, Richard L. See above Prosser, Sir Ian 20 North Audley Street (Chairman, Bass Plc) London, England W1Y 1WE Sanderson, Bryan K. See above Sutherland, Peter D. 133 Fleet Street (Chairman & Managing Director London EC4A 2BB Goldman Sachs International) Wilson, Michael H. 200 Bay Street Royal Bank Plaza (Vice Chairman & Director South Tower - 4th Floor RBC Dominion Securities) Toronto, Ontario M5J 2W7 Canada Citizen of Canada Wilson, Robert P. 6 St. Jame's Square (Chairman, Rio Tinto p.l.c.) London, England SW1Y 4LD Wright of Richmond, The Lord 1 Well Lane (Permanent Under-Secretary & Head of East Sheen the UK Diplomatic Service (previous)) London, England SW14 7AJ CUSIP NO. 922380100 PAGE 10 OF 11 PAGES SCHEDULE II INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF ATLANTIC RICHFIELD COMPANY The following tables set forth the name, business address, present principal occupation or employment, and principal business and address of any corporation or other organization in which the employment or occupation is conducted of each director and executive officer of Atlantic Richfield Company. Unless otherwise specified, each person listed below is a citizen of the United States and has his or her principal business address at 200 East Randolph Drive, Chicago, Illinios 60601. EXECUTIVE OFFICERS OF ATLANTIC RICHFIELD COMPANY Name and Present Principal Occupation or Employment Business Address - ------------------------------------ ---------------- Agdern, Robert D. 200 East Randolph Drive (President, Atlantic Richfield Company) Chicago, IL 60601 Kamerick, Eileen A. 200 East Randolph Drive (Chief Financial Officer and Vice Chicago, IL 60601 President, Atlantic Richfield Company) Welch, David H. 510 Westlake Park Boulevard (Executive Vice President, Atlantic Houston, TX 77079 Richfield Company) Williams, Roger E. 28301 Ferry Road (Executive Vice President, Atlantic Suite 300, Richfield Company) Warrenville, IL 60555 DIRECTORS OF ATLANTIC RICHFIELD COMPANY Name and Present Principal Occupation or Employment Business Address - ------------------------------------ ---------------- Agdern, Robert D. See above Bevan, Peter B.P. Britannic House (Group General Counsel, BP Amoco p.l.c.) 1 Finsbury Circus Citizen of the United Kingdom London EC2M 7BA Chapman, D. Patrick Britannic House (Group Vice President - Tax, 1 Finsbury Circus BP Amoco p.l.c.) London EC2M 7BA Citizen of the United Kingdom Campbell, John F. 200 East Randolph Drive (Vice President, Human Resources, Chicago, IL 60601 BP Amoco Corporation) Nemeth, James G. 200 East Randolph Drive (Vice President and General Tax Officer, Chicago, IL 60601 BP Amoco Corporation) CUSIP NO. 922380100 PAGE 11 OF 11 PAGES EXHIBIT INDEX Exhibit No. Exhibit - ----------- ------- 1. Schedule TO Tender Offer Statement filed March 16, 2000 by BP Amoco p.l.c. EX-99.1 2 SCHEDULE TO FILED MARCH 16, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Vastar Resources, Inc. - -------------------------------------------------------------------------------- (Name of Subject Company (issuer)) BP Amoco p.l.c. - -------------------------------------------------------------------------------- (Names of Filing Person (Offeror and Other Person)) Common Stock, $0.01 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 911312304 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Peter B.P. Bevan Britannic House, 1 Finsbury Circus, London, EC2M 7BA, England 011-44-171-496-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement) COPIES TO: Benjamin F. Stapleton Sullivan & Cromwell 125 Broad Street New York, New York 10004 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- | Transaction Valuation | Amount of Filing Fee* | $ | $ | - -------------------------------------------------------------------------------- * Pursuant to General Instruction D to schedule TO, no filing fee is required [_] Check box if any part of the fee is offset as provided by 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: Not applicable. Filing Party: Not applicable. Form or Registration No.: Not applicable. Date Filed: Not applicable. [X] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes to designate any transactions to which this statement relates: [_] third party tender offer [X] going-private transaction subject to Rule 14d-1 subject to Rule 13e-3 [_] issuer tender offer [_] amendment to Schedule 13D subject to Rule 13e-4 under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer. [_] SCHEDULE TO This Tender Offer Statement on Schedule TO relates to a proposed offer by BP Amoco p.l.c., a company organized under the laws of England, to purchase through a wholly owned subsidiary the outstanding shares of common stock, par value $0.01 per share of Vastar Resources, Inc., a Delaware corporation, not currently owned by Atlantic Richfield Company, at a price of $71 per share. ITEM 12. Exhibit. (a)(5)(A) Transcript of Sir John Browne's presentation to financial analysts in the US and UK on March 16, 2000. (a)(5)(B) Press Release, dated March 16, 2000. SIGNATURE After due inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. BP AMOCO PLC By: * --------------------------------- Name: Title: Dated: - ------------ * Pursuant to General Instruction D to Schedule TO, no signature is required. EXHIBIT INDEX (a)(5)(A) Transcript of Sir John Browne's presentation to financial analysts in the US and UK on March 16, 2000. (a)(5)(B) Press Release, dated March 16, 2000. EXHIBIT (a)(5)(A) Transcript of Sir John Browne's Presentation The offer for Vastar has not yet commenced. This transcript does not constitute an offer to buy any securities. Any offer will be made pursuant to a tender offer statement to be filed with the Securities and Exchange Commission. Vastar shareholders are advised to read the tender offer statement when it is available because it will contain important information relating to the offer. Shareholders will be able to obtain the tender offer statement and other filed docments for free at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. In addition, BP Amoco will make the tender offer statement available for fee to Vastar's shareholders. Ladies and Gentlemen, good morning, and thank you for joining us. Thank you also for your patience - its been a busy week and I hope we haven't taken too much of your time. A number of things have happened and I just wanted to clarify where we stand and to set the developments in a strategic context. First we announced on Tuesday that we were making an agreed bid for Burmah Castrol. That brings us a great brand, access to some great new markets such as India and China and some great marketing skills. It is an acquisition driven by performance, growth and capabilities. Secondly we announced last night that subject to the completion of the Arco transaction we have agreed the sale of Arco's Alaskan businesses to Phillips Petroleum for a total of around $ 7 bn, including $ 6.6 bn for the relevant business assets and inventory, and an estimated $ 500 m on the basis of an agreement giving us a proportion of the revenues when prices exceed $ 25 a barrel. Thirdly it has been announced in San Francisco that the litigation with the FTC has been suspended, and we are working closely now in the hope of receiving a consent order for the transaction within the next couple of weeks. Fourth we have agreed, again subject to completion of the Arco transaction, the sale of Arco's pipeline and storage assets in and around Cushing for $ 0.355 bn. 1 Fifth, we've announced this morning our intention to make an offer to the minority shareholders of Vastar for their holding at $ 71 per share. As you will know Vastar is currently 82 per cent owned by Arco. And sixth and finally we are announcing today our intention, subject to approval at our AGM in April, to initiate a buy back of stock - on the market over the 110 or so clear trading days available this year. ..... What do all those steps mean ? First they mean that after a year of intensive effort around some very complex legal, political and commercial issues we believe we've found an excellent solution. We hope and believe this puts us in a position to complete, within a matter of weeks, something we started a year ago. The exchange ratio remains unchanged, and we now expect to complete the transaction in a way which captures many of the benefits we anticipated, and reinforces our commitment to the combination of performance and growth. The combination of all those announcements means that we've prepared ourselves for a whole new phase in our performance and growth. A new beginning. Secondly, because of the macro environment we've been able to do something which a year ago none of us thought possible - to raise $ 7 bn through the sale of Arco's Alaskan barrels. Thirdly we have a even stronger portfolio - every element of which is now oriented to performance and disciplined growth. 2 We have for the first time, a really serious presence in the gas business on a global scale. In the US we have, also for the first time a coast to coast presence which makes us the largest supplier of gasoline and the operator of the largest number of sites. 25 per cent of that business will be on the West Coast. Fourth, we have the prospect, as we said when we announced the deal, of $ 1 bn in cash savings. The make up of that total has shifted, but we're confident of the total because the work we've done since last April has shown the potential from within the continuing Arco businesses and from the Vastar transaction. ................ Let me explain the detail behind those headlines. First in Alaska. We've agreed to sell to Phillips Arco's existing Alaskan business for a total of $ 6.6 bn in cash. In addition we will receive a proportion of revenues if WTI prices exceed $ 25 a barrel up to a possible total of $ 500m. The transaction will be effective from January of this year and that means that over $ 150 m is already secured. We'll retain BP Amoco's existing interests in Alaska which we see as a very solid base for the company going forward, and we'll have the chance to talk to the new owners about the potential for industrial synergies in terms of operations. On the basis of our commitment to the transaction with Phillips we hope to have a consent decree for the combination of BP Amoco and Arco within a couple of weeks. 3 The transaction will go ahead at the exchange ratio agreed last year. The combination gives a platform for growth. As we said last April, that is the strategic logic. Starting with natural gas. This deal transforms BP Amoco into a truly global gas company. We will be number 1 in North America with reserves of 17 tcf and production of at least 4 bcf/day. North America is an important market particularly since demand is growing strongly and there are indications that replacing the existing resource base will not be easy. That puts a premium on our low cost supplies. We'll be number 1 in the UK North Sea, and number 1 in the rapidly growing the Atlantic and Mediterranean markets. In the Asian market, which is immature, we'll move from being ninth to third in terms of production - with over 800 mmcf/day of sales and we'll have some 35 tcf of booked and unbooked resources - an amount equal to BP Amoco's current gas reserves world-wide. In addition to Arco's existing gas production in Indonesia and China there will be opportunities for growth in both areas and in the Malaysia/Thailand joint development area. World-wide, and after taking account of the disposals that are required in the Southern North Sea, the new company will start life with production of some 8.4 4 bcf/day. And we'll have the potential to grow that by about 5 per cent a year over the next five years. In the downstream, as this slide shows, we are acquiring a great set of assets in a strong growth market. West Coast demand grew by 1.5 per cent per annum through the 1990s. The transaction also gives us a great brand - am/pm. That brand has some excellent associated technology which we can apply in other areas world-wide. We'll have 28,000 gas stations world-wide and 18,000 of them are in the US. This slide shows that position in more detail Those sites are all in great locations and now we want to investigate the possibilities for making even better use of those sites in the new economy. And finally the combination gives us a number of great positions in different areas around the world... .... it strengthens our position in gas in the Lower 48 ... In Latin America, it gives us further opportunities in Venezuela, Trinidad and the Southern Cone. .... In the UK it boosts gas reserves by 30 per cent .. It enhances our role in Russia, Kazakhstan and Azerbaijan through Arco's share in Lukoil ... and through the joint venture which brings access to the Tengiz field and Caspian pipeline, as well as additional exploration activity. 5 ... In deep water Gulf of Mexico, where we are the leading leaseholder, where Vastar has interesting production and development options. ... and downstream in China where Arco has activities in refining, retail and c store operations which fit well with our interests in petrochemicals and retailing. Overall then the geographic fit with our existing business is excellent. ... Let me focus for a moment on synergies. We'll give you more detail on this when we talk to you in July but it is already clear from the intensive preparation we've already done that we can deliver in full the $ 1 bn per annum of pre tax savings we talked about when we announced the transaction. The mix of that has changed. We understand the potential of Arco's world-wide assets better than we did a year ago, and in addition to that there will a contribution from the buyout of the Vastar minority. Any industrial synergies we and our partners can achieve in Alaska will be additional to the $ 1 bn total. ARCO, during 1999, further improved performance beyond what we expected at the time the transaction was announced. The benefits, of course, accrue to us. Planning for integration is very well advanced and implementation should be completed by October. We expect to deliver the $ 1 bn of annual savings in full by the end of 2001. The restructuring costs associated with delivering these savings are around $700m - and we expect virtually all of that charge to be made this year. 6 ...... So stepping back what is the shape of the new company we're creating? First in regional terms it strengthens our position in the US and in the Far East. This shows the regional split of the current BP Amoco and of the new company. It leaves the business balance - between upstream, refining and marketing and chemicals largely unchanged But it marks a significant step in favour of gas. Gas as a proportion of our total production portfolio will rise from the 19 per cent of the old BP in 1997 to 38 per cent by the time this transaction is completed. The pattern of growth suggests this shift might continue. ..... In terms of shareholder value the deal is accretive both to cash earnings and to cash flow per share. On the basis of the synergies which can be delivered, and broker estimates, the combination is slightly accretive to pro-forma earnings - that is before goodwill amortisation - in Year 1 and 4 to 5% accretive thereafter. There will be very little impact on the balance sheet... and following these transactions we expect to remain comfortably within our target gearing range. We have, as we've already announced, made an offer for the minority stake in Vastar and we hope that can proceed rapidly as an agreed transaction. 7 We've offered $ 71 per share in cash, which represents a premium of 14 % over the closing price on Tuesday, and around 30 % over the average price for the past 3 months. This offer has been communicated to the board of Vastar. Arco currently owns 82 % of the company which operates in the Lower 48 and offshore Gulf of Mexico. We also intend, subject to shareholder approval at the AGM on 13 April, to initiate an on-market rolling programme of share buy-backs in the US and UK markets from early May, subject to the normal rules on closed periods. As I said earlier there are around 110 days when the company could be in the market this year. I want to stress that all the steps we're taking will be carried through within our existing financial planning framework - covering gearing, dividend policy and the use of mid cycle assumptions - which include Brent at $ 14. The discipline remains in place. ...... So to summarise. We start from a strong base. We've integrated BP and Amoco over the last fifteen months, with huge gains in productivity, and early achievement of the synergies we'd targeted. We're making an agreed bid for Burmah Castrol which will bring new strengths in some very interesting markets. And we're now hopeful of completing the Arco transaction without going to court. 8 We have a new focus on some key areas of growth such as the deep water of the Gulf of Mexico, Angola, the Caspian and the global gas business. Today's announcements add to that growth potential in a very significant way and they also reinforce the commitment we've made to combine growth with the discipline of performance. At our meeting in July we'll give you a detailed and specific rundown of what that growth means - in each and every one of our businesses. That growth will come within a disciplined framework - a framework which gives us flexibility and which allows us to decide in the light of circumstances on the pace and balance of what we do. At the moment, of course, circumstances are good and that gives additional choices. We can accelerate development - and we now have an even better set of options from which to choose.......... we can pursue inorganic expansion where we see the chance to add value and to create the opportunity for further growth.......... and we can make some additional distribution to shareholders through a buy back of stock. A framework which gives us control of our own destiny. And today's announcement improves the quality of the choices we can make on every dimension of that framework. Ladies and Gentlemen, thank you for listening - now we'd be very happy to take your questions. 9 EXHIBIT (a)(5)(B) Press Release, dated March 16, 2000 FOR IMMEDIATE RELEASE MARCH 16, 2000 13/00 BP AMOCO ADVANCES CONSTRUCTIVE DISCUSSIONS WITH FTC BP Amoco chief executive Sir John Browne said today that the company was at an advanced stage in "constructive" discussions with the US Federal Trade Commission (FTC) on its proposed combination with Atlantic Richfield Co (ARCO) and was hopeful of a successful outcome "within a matter of weeks". Following an earlier announcement in Alaska that BP Amoco and ARCO is to sell ARCO's Alaskan businesses to Phillips Petroleum for $7 billion, Browne today disclosed an agreement to sell ARCO's interests in the Cushing storage terminal, together with various pipeline interests, to TEPPCO Partners, of Houston, for $355 million. "With these major disposals we believe we have addressed the anti-trust concerns of the FTC. We now hope we can move forward in the coming weeks towards obtaining a consent order allowing us to close the ARCO combination and deliver the significant synergies of the deal to the shareholders of the combined company." Speaking at a presentation to financial analysts in the US and UK, Browne said that, subject to completion of the ARCO deal, BP Amoco had also today advised the board of Vastar Resources Inc. of the intention to make a tender offer for the minority stockholding of the company at $71 a share. ARCO already owns some 82 per cent of Vastar, one of the largest independent oil and gas producers in the US. Browne told the analysts that, subject to approval at BP Amoco's annual general meeting next month, the company intended to embark on a rolling programme of share buy-backs in the US and UK financial markets, beginning early May. He said he expected the synergies from ARCO to be better than originally estimated when the deal was announced in April last year. "At the time, we envisaged annualised pre-tax savings and synergies of around $1 billion, of which $200 million would be from Alaska. "Even after disposing of ARCO's Alaskan interests, we believe we can still deliver $1 billion in savings. The make-up of the savings have shifted but we are absolutely confident of the total because the work we've done since last April has shown the potential from within the continuing ARCO businesses, including Vastar." Browne said the oil price had risen sharply and ARCO's financial position had improved markedly since the combination was first agreed, with capital spending of $2.7 billion in the interim and much lower gearing than expected a year ago, both factors which would significantly benefit the combined company. He said the combination with ARCO promised a "massive boost" to BP Amoco's growth strategy, giving the company a coast-to-coast refining and marketing presence in the US and increasing its oil and gas reserves by some 2.7 billion barrels of oil equivalent. The company's gas and liquids production would increase by over 700,000 barrels a day of oil equivalent, including the addition of 125,000 barrels a day to its UK North Sea production and 360,000 barrels a day - half of it gas - in the US Lower 48 and the Gulf of Mexico, mainly from ARCO's stake in Vastar. In addition, it would add unbooked gas volumes of some 15 trillion cubic feet in Thailand, Malaysia, the South China Sea, Qatar, and Indonesia where ARCO has a net share of up to eight trillion cubic feet in the Tangguh field, regarded as the most competitive future liquefied natural gas project to supply the growing demands of the Far East. "This will give us a powerful platform for upstream growth in Asia, with world-class volumes ready to supply Japan, Korea and other key markets now recovering fast from recession," Browne said. The combination would also add interests to BP Amoco's portfolio in Algeria, Venezuela, the Caspian and in Russia where ARCO has an eight per cent stake in Lukoil. "In the downstream we are acquiring a great set of assets on the US West Coast where demand has grown by 1.5 per cent a year through the 1990s. For the first time, we will also have a coast-to-coast presence in marketing and refining in the US." Concluding his remarks to the analysts, Browne said: "We start with a strong base, from which we are determined to grow. We've integrated BP and Amoco over the last 15 months, with huge gains in productivity and early achievement of the synergies we had targeted. "We're making an agreed bid for Burmah Castrol which will bring new strengths in some very interesting markets and now we are hopeful of completing the ARCO transaction in the near future. "We have a new focus in some key areas of growth such as the deepwater Gulf of Mexico, the Caspian and the global gas business. Today's announcements add to that growth potential in a very significant way and they also reinforce the commitment we've made to combine growth with the discipline of ongoing performance." The offer for Vastar has not yet commenced. This press release does not constitute an offer to buy any securities. Any offer will be made pursuant to a tender offer statement to be filed with the Securities and Exchange Commission. Vastar shareholders are advised to read the tender offer statement when it is available because it will contain important information relating to the offer. Shareholders will be able to obtain the tender offer statement and other filed documents for free at the Internet website maintained by the Securities and Exchange Commission at www.sec.gov. In addition, BP Amoco will make the tender offer statement available for free to Vastar's shareholders. Statements made in this press release, particularly those regarding savings, demand, gearing, growth, margins, performance, productivity, production, strategy, synergies, strengths, volumes, BP/ Amoco merger effects, the proposed ARCO combination and its effects, are or may be forward looking statements and actual results may differ materially from those expressed or implied in such statements. Information concerning factors that could cause actual results to differ materially from those in the forward looking statements are contained in BP Amoco's latest published annual report and accounts and in BP Amoco's latest published report on Form 20F filed with the US Securities and Exchange Commission. -- ENDS -- -----END PRIVACY-ENHANCED MESSAGE-----