0000898430-95-001767.txt : 19950914 0000898430-95-001767.hdr.sgml : 19950914 ACCESSION NUMBER: 0000898430-95-001767 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950908 SROS: NONE GROUP MEMBERS: ARCO IRISH HOLDINGS INC. GROUP MEMBERS: ATLANTIC RICHFIELD CO /DE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARAN ENERGY PLC CENTRAL INDEX KEY: 0000932747 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44383 FILM NUMBER: 95572285 BUSINESS ADDRESS: STREET 1: ELM HOUSE CLANWILLIAM COURT STREET 2: LOWER MOUNT STREET CITY: DUBLIN 2 IRELAND STATE: L2 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTIC RICHFIELD CO /DE CENTRAL INDEX KEY: 0000775483 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 230371610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 515 S FLOWER ST CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2134863511 SC 14D1/A 1 SCHEDULE 14D1/A, AMENDMENT #1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ARAN ENERGY PLC (NAME OF SUBJECT COMPANY) ARCO IRISH HOLDINGS INC. ATLANTIC RICHFIELD COMPANY (BIDDER) ORDINARY SHARES OF IR20p EACH AND AMERICAN DEPOSITARY SHARES, EACH REPRESENTING 30 ORDINARY SHARES (TITLE OF CLASS OF SECURITIES) 038-528-105 (CUSIP NUMBER OF CLASS OF SECURITIES) DIANE A. WARD ATLANTIC RICHFIELD COMPANY 515 SOUTH FLOWER STREET LOS ANGELES, CALIFORNIA 90071 (213) 486-2808 (NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDER) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This amends and supplements the Tender Offer Statement on Schedule 14D-1 of ARCO Irish Holdings Inc. ("ARCO Irish Holdings") and Atlantic Richfield Company ("ARCO"), both corporations incorporated under the laws of Delaware, initially filed with the Securities and Exchange Commission (the "Commission") on August 25, 1995 (the "Schedule 14D-1"), with respect to the Offer by N M Rothschild & Sons Limited on behalf of ARCO Irish Holdings, a wholly owned subsidiary of ARCO, to acquire the entire share capital of Aran Energy plc, including all American Depositary Shares. ITEM 10. ADDITIONAL INFORMATION. (c) The waiting period under the Hart-Scott-Rodino Act has expired. (f) The information set forth in the press release dated September 8, 1995 issued by ARCO Irish Holdings Inc. and Atlantic Richfield Company, a copy of which is attached hereto as Exhibit (a)(16), is incorporated by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11(a) is amended by adding the following exhibit: (a)(16) Text of press release dated September 8, 1995. 1 After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 8, 1995 Atlantic Richfield Company By /s/ Terry G. Dallas _____________________________________ Vice President & Treasurer ARCO Irish Holdings Inc. By /s/ Terry G. Dallas _____________________________________ Senior Vice President 2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT ------- ----------------------- (a)(16) Text of press release dated September 8, 1995
EX-99.(A)(16) 2 PRESS RELEASE DATED SEPTEMBER 8, 1995 EXHIBIT 99(a)(16) [LOGO] N M ROTHSCHILD & SONS LIMITED PRESS RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR JAPAN FOR IMMEDIATE RELEASE 8 September 1995 ARCO DISHEARTENED BY SCHIEHALLION RESERVES . 22.2 million barrels of Schiehallion reserves is disheartening . Schiehallion reserves are less than Wood Mackenzie's estimate of 26.5 million barrels which that firm valued at IR 13p per share . prospect, not promise, of dividend subject to banks' consent Commenting on Aran's defence document, Bill Wade, Chairman of ARCO Irish Holdings, said: "ARCO is disappointed with the contents of Aran's defence document. Aran continues to focus its defence on the value of its interests in the West of Shetlands which they rightly identify as one of the major attractions to ARCO. It is disheartening, therefore, that Aran states that its own estimate of proven plus probable reserves in Schiehallion is only 22.2 million barrels. These reserves are less than we had hoped and are less than Wood Mackenzie's estimate of 26.5 million barrels, which that firm valued at IR 13.2p per share. Aran's comments regarding Solan and Strathmore as remaining under consideration for development afford us little comfort given that both were recently the subject of disappointing appraisal wells. Aran's interim earnings of IR 1.08p per share were broadly in line with ARCO's expectations given the start up of Alba and Gryphon and the higher oil price prevalent through the period. The key issue is not related to the production assets but continues to be the value of Aran's Schiehallion interest and other exploration and appraisal assets. Given the available data and what Aran now tell us, we continue to believe that our IR 60p offer places full value on all its assets and provides a generous takeover premium. Aran shareholders are strongly urged to accept the offer on or before the first closing date of 23 September 1995." New Court, St. Swithin's Lane, London EC4P 4DU Telephone 0171-280 5000 Fax 0171-929 1643 Telex 888031 Member of SFA