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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT
UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 2
(FINAL AMENDMENT)
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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
[ ] 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: [X]
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This Amendment No. 2 (Final Amendment) (the "Final Amendment") amends and
supplements the Tender Offer Statement on Schedule TO filed on December 13,
2000, as amended by Amendment No. 1 to the Schedule TO filed on December 21,
2000 (together, the "Schedule TO"), 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").
This Final Amendment also amends the Statement on Schedule 13D filed by
Amerada Hess on November 6, 2000, as amended by the Schedule TO, with respect to
the beneficial ownership of certain of the LASMO Shares (including LASMO Shares
represented by ADSs) (the "Schedule 13D"). The Schedule 13D is incorporated
herein by reference.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
The Offer expired at 10:00 a.m., New York City time, on January 12, 2001,
without the conditions to the Offer being satisfied. Pursuant to the Director
Undertakings and the Irrevocable Undertakings (as such terms are defined in the
Schedule 13D), Amerada Hess had the shared power to vote 270,718,581 LASMO
Shares representing approximately 20.1% of the LASMO Shares (including LASMO
Shares represented by ADSs) outstanding. As a result of such shared voting
power, Amerada Hess may have been deemed to be the beneficial owner of such
LASMO Shares (including LASMO Shares represented by ADSs). In accordance with
the terms of the Director Undertakings and the Irrevocable Undertakings, Amerada
Hess' shared voting power terminated at the time of the expiration of the Offer.
Thus, as a result of the expiration of the Offer, Amerada Hess may no longer be
deemed to have beneficial ownership of any of the currently outstanding LASMO
Shares (including LASMO Shares represented by ADSs) pursuant to the Director
Undertakings or the Irrevocable Undertakings.
Items 5(a) and 5(b) of the Schedule 13D are hereby amended and supplemented
by the immediately preceding paragraph.
ITEM 11. ADDITIONAL INFORMATION.
On January 12, 2001, Amerada Hess issued a press release announcing the
withdrawal of the Offer. A copy of the press release is filed herewith as
Exhibit (a)(12) and the information set forth in the press release is
incorporated herein by reference. Amerada Hess has instructed the UK Receiving
Agent and the US Depositary (as such terms are defined in the Offer Document) to
promptly return all LASMO Shares and ADSs heretofore tendered and not withdrawn.
ITEM 12. EXHIBITS.
Item 12 is hereby amended and supplemented by adding the following:
Exhibit (a)(12) Press Release by Amerada Hess dated January 12, 2001.
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: January 12, 2001
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
HESS
GOLDMAN
SACHS
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PRESS RELEASE
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Not for release, publication or distribution in or
into Canada, Australia or Japan
FOR IMMEDIATE RELEASE
12 January 2001
CASH AND SHARE OFFER
BY
AMERADA HESS CORPORATION ("AMERADA HESS")
AND BY
GOLDMAN SACHS INTERNATIONAL
ON ITS BEHALF
(OUTSIDE THE UNITED STATES)
FOR
LASMO PLC ("LASMO")
LEVEL OF ACCEPTANCES AND LAPSE OF OFFER
Amerada Hess announces that, by 3.00 pm. (London time), 10.00 a.m. (New York
City time) on 12 January 2001, valid acceptances of its cash and share offer for
LASMO, announced on 6 November 2000 ("the Offer"), have been received in respect
of a total of 3,830,093 LASMO shares, representing approximately 0.28% per cent.
of the issued ordinary share capital of LASMO. Amerada Hess held no LASMO shares
before the offer period and has not acquired or agreed to acquire any LASMO
shares during the offer period.
In light of the announcement on 21 December 2000 by ENI of a recommended cash
offer for LASMO, Amerada Hess announces that it has withdrawn the Offer.
ENQUIRIES
For further information contact:
AMERADA HESS
Carl Tursi +1 212 536 8593 (Telephone)
+1 212 536 8241 (Fax)
GOLDMAN SACHS INTERNATIONAL
Richard Murley +44 (0)20 7774 1000 (Telephone)
Phil Raper (Corporate Broking) +44 (0)20 7774 1000 (Telephone)
The Offer, including the Loan Note Alternative, will not be made, directly or
indirectly, in or into Canada, Australia or Japan. The availability of the Offer
to persons who are not resident in the United Kingdom or the United States may
be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United Kingdom or the United States should inform themselves
about and observe any applicable requirements.
The Loan Note Alternative will not be made into the United States or available
to LASMO shareholders in the United States.
Goldman Sachs International, which is regulated in the United Kingdom by The
Securities and Futures Authority Limited, is acting for Amerada Hess and no one
else in connection with the Offer and will not be responsible to anyone other
than Amerada Hess for providing the protections afforded to customers of Goldman
Sachs International nor for giving advice in relation to the Offer.