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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
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LASMO PLC
(NAME OF SUBJECT COMPANY)
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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
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(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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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
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$ 3,397,636,400 $ 413,994.97
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* 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: |_|
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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
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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
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Name: J. Barclay Collins II
Title: Executive Vice President and
General Counsel