View:
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
SCHEDULE TO/A
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 1
-------------------------
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
|_| Checkthe 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 Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO ("Schedule TO") filed on December 13, 2000, relating 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"), and in the related
Letter of Transmittal and Form of Acceptance (which, as they may be amended and
supplemented from time to time, together constitute the "Offer").
ITEM 11. ADDITIONAL INFORMATION.
On December 21, 2000, Amerada Hess issued a press release noting the
announcement by ENI S.p.A. of its intention to make a cash offer for all the
issued ordinary shares of LASMO. While reserving the right to revise the terms
of the Offer in the event of changed circumstances, Amerada Hess does not intend
to revise the terms of the Offer. A copy of the press release is attached hereto
as Exhibit (a)(11) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding the following:
Exhibit (a)(11) Press Release by Amerada Hess dated December 21, 2000.
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 21, 2000
AMERADA HESS CORPORATION
By: /s/ J. Barclay Collins II
--------------------------
Name: J. Barclay Collins II
Title: Executive Vice President and
General Counsel
Exhibit (a)(11)
NEWS RELEASE
AMERADA HESS CORPORATION 1185 AVENUE OF THE AMERICAS, N.Y., N.Y., 10036
FOR IMMEDIATE RELEASE
---------------------
New York, New York .........December 21, 2000.............Amerada Hess
Corporation notes the announcement by ENI of its intention to make a cash offer
for all the issued ordinary shares of LASMO PLC at a price of 200 pence per
ordinary share. While Amerada Hess reserves all rights to revise the terms of
its offer in the event of changed circumstances, Amerada Hess does not intend to
revise the terms of its cash and stock offer for LASMO PLC.
Contact: Amerada Hess Corporation............C.T. Tursi (212) 536-8593