Tulsa-based Vintage Petroleum Inc., highly leveraged with Argentina assets negatively affected by the country’s economic problems, Tuesday said it is turning down a restructuring offer by 8.9% shareholder BP Capital Energy, which has proposed, among other things, that Vintage sell all of its North American assets and be based only in Latin America.

Vintage said it remains committed to its long-term plan to maximize shareholder value as a “growth-oriented, opportunistic, diversified exploration and production company.”

As of Dec. 31, 2001, Vintage owned and operated producing properties in nine states, with its domestic proved reserves located primarily in four core areas: Gulf Coast, East Texas, Midcontinent and West Coast. Vintage also has international core areas located in Argentina, Bolivia and Ecuador.

The offer by BP Capital, made May 15, “is not an appropriate plan for the company to pursue,” said Vintage in a written statement. “The return to shareholders from the BP Capital restructuring proposal is speculative, at best, and would entail significant execution risk.” T. Boone Pickens, an oilpatch corporate raider who made headlines in the 1980s, is a principal with BP Capital. BP Capital said its plan could help the independent’s shares rise to more than $20. Vintage closed Tuesday at $11.65, up 44 cents or 3.9%.

Vintage said that its “current depressed stock price” is attributable mostly to its position in Argentina, as well as its “relatively high leverage,” which the company said it is committed to reducing. Vintage intends to reduce the company’s aggregate indebtedness by $200 million by year-end 2002 through a combination of the sale of non-core assets and cash flow in excess of planned capital expenditures, which it said has already begun.

Vintage also noted that its board of directors and management team continue to be “fully committed to acting in the long-term best interests of all of the Vintage stockholders.” The Vintage management team and board own about 23% of the outstanding common stock, with Chairman Charles Stephenson Jr., also a co-founder, owning 17% of the outstanding shares. Vintage has retained Credit Suisse First Boston as its financial adviser.

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