SC 13D/A 1 a2058492zsc13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D RULE 13d-101 Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) AMENDMENT NO. 2 AMERICAN RESOURCES OFFSHORE, INC. (Name of Issuer) Common Stock, par value $0.00001 per share (Title of Class of Securities) 029280104 (CUSIP Number) Nick D. Nicholas Porter & Hedges, L.L.P. 700 Louisiana, Suite 3500 Houston, Texas 77002-2764 (713) 226-0600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 30, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. PAGE 1 OF 8 SCHEDULE 13D

PAGE 2 OF 8 SCHEDULE 13D

PAGE 3 OF 8 THIS AMENDMENT NO. 2 TO THE SCHEDULE 13D RELATING TO THE COMMON STOCK, PAR VALUE $0.00001 PER SHARE, OF AMERICAN RESOURCES OFFSHORE, INC. IS BEING FILED BY BLUE DOLPHIN ENERGY COMPANY AND BLUE DOLPHIN EXPLORATION COMPANY PURSUANT TO RULE 13D-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, TO REFLECT A CHANGE IN THE INFORMATION PREVIOUSLY REPORTED UNDER ITEMS 3, 4 AND 6 OF THE SCHEDULE 13D ORIGINALLY FILED ON OCTOBER 22, 1999, AS AMENDED BY AMENDMENT NO. 1, FILED ON DECEMBER 2, 1999. ITEM 1. SECURITY AND ISSUER. Title of Security: common stock, par value $0.00001 per share (the "Common Stock") Name and Address of Issuer's American Resources Offshore, Inc. Principal Executive Offices: 801 Travis Suite 2100 Houston, Texas 77002 ITEM 2. IDENTITY AND BACKGROUND. Item 2 is amended and restated as follows: This Schedule 13D is being filed on behalf of Blue Dolphin Energy Company, a Delaware corporation ("BDCO"), and its wholly-owned subsidiary Blue Dolphin Exploration Company, a Delaware corporation ("Investor"). The address of BDCO's principal business office is 801 Travis, Suite 2100, Houston, Texas 77002. All executive officers and directors of BDCO are citizens of the United States except for Ivar Siem, who is a citizen of Norway. The name, business address and present principal occupation of each executive officer and director is set forth in Schedule A to this Schedule 13D. BDCO through its subsidiaries, including the Investor, is primarily engaged in gathering and transportation of natural gas and condensate and in the acquisition and exploration of oil and gas properties. The Investor's operations are conducted principally offshore in the Gulf of Mexico and along the Texas Gulf Coast. During the last five years, neither BDCO nor (to the knowledge of BDCO) any executive officer or director of BDCO has been (a) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order (i) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) finding a violation with respect to such laws. PAGE 4 OF 8 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is amended and restated as follows: Pursuant to the Agreement and Plan of Merger dated as of August 30, 2001 (the "Merger Agreement"), among BDCO, BDCO Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of BDCO (the "Merger Subsidiary"), and American Resources Offshore, Inc. ("ARO"), BDCO will acquire all outstanding shares of Common Stock not already beneficially owned by BDCO and all outstanding shares of ARO's Series 1993 Preferred Stock, par value $12.00 per share (the "Preferred Stock") in exchange for approximately 327,000 shares of BDCO's common stock, par value $0.01 per share (the "BDCO Common Stock"). See Item 4 below. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 is amended and restated as follows: On August 31, 2001, BDCO, ARO and the Merger Subsidiary announced that they entered into the Merger Agreement, pursuant to which the Merger Subsidiary will merge with and into ARO and all outstanding shares of Common Stock, other than those beneficially owned by BDCO, and Preferred Stock will be converted into the right to receive 0.0276 and 0.0301 shares of BDCO Common Stock, respectively. If the merger is consummated, ARO will be a wholly owned subsidiary of BDCO. The merger is subject to customary closing conditions. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The Investor owns 39,509,457 shares of Common Stock beneficially and of record. The shares of Common Stock owned by the Investor represents approximately 77% of the outstanding shares of Common Stock and total voting power of ARO's outstanding capital stock. Because Investor is a wholly-owned subsidiary of BDCO, BDCO is the indirect beneficial owner of the shares of Common Stock owned by the Investor. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of ARO. Item 6 is hereby amended and restated in its entirety as follows: As set forth in Item 4 hereof, BDCO has announced that it, the Merger Subsidiary and ARO have entered into the Merger Agreement pursuant to which the Merger Subsidiary would be merged with and into ARO. PAGE 5 OF 8 ITEM 7. Material to Be Filed as Exhibits.

--------------------- * Previously Filed. [SIGNATURE PAGE FOLLOWS] PAGE 6 OF 8 SIGNATURE After reasonable 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. Date: August 31, 2001 BLUE DOLPHIN ENERGY COMPANY By: /s/ G. Brian Lloyd --------------------------------------- G. Brian Lloyd Vice President and Treasurer BLUE DOLPHIN EXPLORATION COMPANY By: /s/ John P. Atwood --------------------------------------- John P. Atwood Vice President Business Development PAGE 7 OF 8 SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF BLUE DOLPHIN ENERGY COMPANY The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Blue Dolphin Energy Company ("Blue Dolphin") are set forth below. If no business address is given the director's or officer's business address is 801 Travis, Suite 2100, Houston, Texas, 77002.

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AMERICAN RESOURCES OFFSHORE INC SC 13D/A