SC TO-T 1 0001.txt TENDER OFFER STATEMENT ================================================================================ 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 ------------------------- LASMO PLC (NAME OF SUBJECT COMPANY) ------------------------- AMERADA HESS CORPORATION (NAMES OF FILING PERSONS) ORDINARY SHARES OF 25P EACH AMERICAN DEPOSITARY SHARES (TITLE OF CLASS OF SECURITIES) G53831106: ORDINARY SHARES 501730204: AMERICAN DEPOSITARY SHARES ---------------------------------------- (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------- J. BARCLAY COLLINS II, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL AMERADA HESS CORPORATION 1185 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (212) 997-8500 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS) ------------------------- COPIES TO: TIMOTHY B. GOODELL, ESQ. WHITE & CASE LLP 1155 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10036 (212) 819-8200 CALCULATION OF FILING FEE ================================================================================ TRANSACTION VALUATION* AMOUNT OF FILING FEE -------------------------------------------------------------------------------- $ 3,397,636,400 $ 413,994.97 ================================================================================ * Based on the product of (i) $2.51, the average of the high and low trading prices of the LASMO plc ordinary shares on the London Stock Exchange on December 8, 2000 of (pound) 1.735, translated into U.S. dollars at the noon buying rate on December 8, 2000 of $1.4442 per pound sterling and (ii) 1,353,640,000, the estimated maximum number of LASMO plc ordinary shares to be received by the Offeror in the Offer. |X| Check the 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: $265,532.31 Form or Registration No: 333-50358 Filing Party: Amerada Hess Corporation Date Filed: November 21, 2000 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |X| third-party tender offer subject to Rule 14d-1. |_| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |X| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: |_| ================================================================================ This Tender Offer Statement on Schedule TO ("Schedule TO") relates to the offer by Amerada Hess Corporation ("Amerada Hess"), a Delaware corporation, to purchase (i) all issued and to be issued ordinary shares of 25 pence each (the "LASMO Shares") of LASMO plc ("LASMO") on the basis of (pound)98.29 in cash and 1 new share of Amerada Hess for every 78.7 LASMO Shares and (ii) all American Depositary Shares of LASMO, each representing three LASMO Shares ("ADSs"), on the basis of (pound)294.87 in cash and 3 new shares of Amerada Hess for every 78.7 ADSs, upon the terms and subject to the conditions set forth in the Offer Document, dated December 13, 2000 (the "Offer Document"), a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal and Form of Acceptance, copies of which are attached hereto as Exhibit (a)(2) and Exhibit (a)(7), respectively (which, as they may be amended and supplemented from time to time, together constitute the "Offer"). The information in the Offer Document is incorporated herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below. ITEM 11. ADDITIONAL INFORMATION. (b) Other material information. The information set forth in the Letter of Transmittal and Form of Acceptance attached hereto as Exhibit (a)(2) and Exhibit (a)(7), respectively, are incorporated herein by reference. ITEM 12. EXHIBITS. EXHIBIT NO. DESCRIPTION ----------- ----------- Exhibit (a)(1) Offer Document * Exhibit (a)(2) Letter of Transmittal * Exhibit (a)(3) Notice of Guaranteed Delivery * Exhibit (a)(4) Guidelines for Substitute Form W-9 * Exhibit (a)(5) Form of letter to brokers, dealers, commercial banks, trust companies and other nominees.* Exhibit (a)(6) Form of letter to be used by brokers, dealers, commercial banks, trust companies and other nominees to their clients.* Exhibit (a)(7) Form of Acceptance* Exhibit (a)(8) Long form Press Release issued by the Purchaser dated November 6, 2000, announcing the tender offer. ** Exhibit (a)(9) Short form Press Release by the Purchaser dated November 6, 2000. ** Exhibit (a)(10) Summary newspaper advertisement, dated December 13, 2000, published in The Wall Street Journal.* Exhibit (b)(1) Amended and Restated Credit Agreement dated as of November 14, 2000 among Amerada Hess Corporation, the Lenders Party thereto and Goldman Sachs Credit Partners L.P. as joint book runner, joint lead arranger and sole syndication agent, Chase Securities, Inc. as joint book runner and joint lead arranger and The Chase Manhattan Bank, N.A., as administrative agent in respect of $1,000,000,000 Revolving Credit Facility ("Facility A").* Exhibit (b)(2) Amended and Restated Credit Agreement dated as of November 14, 2000 among Amerada Hess Corporation, the Lenders Party thereto and Goldman Sachs Credit Partners L.P. as joint book runner, joint lead arranger and sole syndication agent, Chase Securities, Inc. as joint book runner and joint lead arranger and The Chase Manhattan Bank, N.A., as administrative agent in respect of $2,000,000,000 Revolving Credit Facility ("Facility B").* Exhibit (d)(1) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International, LASMO plc and Joseph Darby.*** Exhibit (d)(2) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International, LASMO plc and Thierry Hughes Baudouin de Jean Baptiste de Rhoder.*** Exhibit (d)(3) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International, LASMO plc and Paul Colbeck Murray.*** Exhibit (d)(4) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International, LASMO plc and Roy Gregory Reynolds.*** Exhibit (d)(5) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International, LASMO plc and Nigel Victor Turnball.*** Exhibit (d)(6) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International, LASMO plc and Timothy Pienne Brennand.*** Exhibit (d)(7) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International, LASMO plc and Hugh Edward Norton.*** Exhibit (d)(8) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International, LASMO plc and Antony Peverell Hichens.*** Exhibit (d)(9) Inducement Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation and LASMO plc.*** Exhibit (d)(10) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International and Electrafina S.A.*** Exhibit (d)(11) Letter Agreement dated as of November 6, 2000 by and among Amerada Hess Corporation, Goldman Sachs International and Schroders Investment Management Limited.*** ______________________ * Incorporated by reference from Form S-4 (Commission File No. 333-50358). ** Incorporated by reference from Form 8-K filed on November 6, 2000. *** Incorporated by reference from Schedule 13D filed on November 15, 2000. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Not applicable. 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. Dated: December 13, 2000 AMERADA HESS CORPORATION By: /s/ J. BARCLAY COLLINS II -------------------------- Name: J. Barclay Collins II Title: Executive Vice President and General Counsel