UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant~~ toPURSUANT ~~Section~~ TO SECTION 13 OR 15(d) OF ofTHE ~~The~~SECURITIES ~~Securities~~EXCHANGE ~~Exchange~~ACT ~~Act~~OF of 1934

~~Date of~~DATE ~~Report~~OF REPORT (~~Date~~DATE ofOF ~~earliest~~EARLIEST ~~event~~EVENT ~~reported~~REPORTED)~~: November 16~~ December 17, 2010 ~~(November 11, 2010)~~

~~AMERICAN~~HESS ~~OIL~~BAKKEN &INVESTMENTS ~~GAS~~I ~~INC.~~CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		1-31900		88-0451554
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)


Nevada (State or other jurisdiction of incorporation or organization)		1-31900 (Commission File Number)		88-0451554 (IRS Employer Identification No.)

1050 17th Street, Suite 2400 Denver, CO		80265
(Address of principal executive offices)		(Zip Code)

Hess Bakken Investments I Corporation
c/o Hess Corporation
1185 Avenue of the Americas,
New York, NY 10036
(Address of principal executive office)

(212) 997-8500 (Registrant’s telephone number, including area code~~: (303~~) ~~991-0173~~

~~N/A~~ American Oil & Gas Inc. 1050 17th Street, Suite 2400 Denver, CO 80265 (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þo Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.01~~o ~~Entry~~Soliciting ~~into~~material apursuant ~~Material~~to ~~Definitive~~Rule ~~Agreement~~ 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Amendment~~o ofPre-commencement communications pursuant to Rule 14d-2(b) under the ~~$30,000,000~~Exchange ~~Credit~~Act ~~Agreement~~ (17 CFR 240.14d-2(b))

Ono ~~November 11,~~Pre-commencement ~~2010,~~communications ~~American~~pursuant ~~Oil~~to &Rule ~~Gas Inc.~~ 13e-4(~~the “Company”~~c) ~~entered~~under ~~into an amendment (~~the ~~“Amendment”)~~Exchange toAct ~~its credit agreement dated August 27, 2010~~ (~~the~~17 ~~“Credit Agreement”)~~CFR ~~with Hess Corporation (“Hess”)~~240. ~~The Credit Agreement was executed in connection with the July 27, 2010 Agreement and Plan of Merger by and between the Company, Hess and Hess Investment Corp., a wholly~~13e-~~owned subsidiary of Hess. Pursuant to the Amendment, the aggregate amount of the Loans~~ 4(~~as defined in the Credit Agreement~~c) that Hess can make to the Company was increased from $30,000,000 to $45,000,000. The Amendment was limited to an increase of the credit line under the Credit Agreement and certain other clarifying changes to the terms of the Credit Agreement. )

~~The~~Introductory ~~Amendment is described in this Current Report on Form 8-K and attached as Exhibit 2.1 hereto~~Note only to provide you with information regarding certain material terms and conditions and, except for its status as a contractual document that establishes and governs the legal relationship among the parties thereto, not to provide any other factual information regarding the Company, Hess or their respective businesses or the actual conduct of their respective businesses during the pendency of the Credit Agreement, as amended. You should not rely on the representations and warranties in the Credit Agreement, as amended, as characterizations of the actual state of facts about the Company, Hess or any other person. Furthermore, you should not rely on the covenants in the Credit Agreement, as amended, as actual limitations on the respective businesses of the Company and Hess, because either party may take certain actions that are either expressly permitted in the disclosure schedules to the Credit Agreement, as amended, or as otherwise consented to by the appropriate party, which consent may be given without notice to the public.

~~The~~On ~~foregoing~~December 17, ~~description~~2010, ofAmerican ~~the~~Oil ~~Amendment~~& ~~does~~Gas ~~not~~Inc. ~~purport~~(the to“Company”) becompleted ~~complete~~the ~~and~~previously isannounced merger ~~qualified~~(the in“Merger”) ~~its entirety~~with byHess ~~reference~~Investment toCorp. ~~the~~(“Merger ~~Amendment~~Sub”), ~~which~~a iswholly-owned ~~filed~~subsidiary asof ~~Exhibit 2.1~~Hess Corporation ~~hereto~~(“Hess”), whereby Merger Sub merged with and isinto ~~incorporated~~the Company with the Company ~~into~~continuing ~~this~~as ~~Current~~the ~~Report~~surviving onentity ~~Form~~and 8a wholly-Kowned bysubsidiary ~~reference~~of Hess. ~~For~~The aMerger ~~full~~was ~~description~~effected pursuant ofto the ~~Credit~~terms of the Agreement and Plan of Merger, ~~please~~ ~~refer~~dated toas ~~the~~of ~~Form~~July 27, ~~8-K~~2010 ~~filed~~(the “Merger Agreement”), by and among Hess, Merger Sub and the Company. onAt ~~August 30~~the effective time of the Merger, the ~~2010~~Company changed its name from American Oil & Gas Inc. to Hess Bakken Investments I Corporation. In addition, the following events took place in connection with the consummation of the Merger:

Item 2.0201 ~~Results~~Completion of ~~Operations~~Acquisition ~~and~~or ~~Financial Condition~~ Disposition.

OnPursuant ~~November 15,~~to ~~2010~~the Merger Agreement, at the effective time of the Merger each share of the Company’s common ~~issued~~stock aoutstanding ~~press~~immediately ~~release~~prior ~~announcing~~to ~~financial~~the ~~results~~Merger ~~for~~(other ~~its~~than ~~third~~shares that were held by the ~~quarter~~Company ~~ended~~as ~~September 30,~~treasury ~~2010~~stock or by Hess or Merger Sub) was converted into the right to receive 0.1373 shares of Hess common stock. No fractional shares of Hess common stock will be issued and the Company’s former stockholders will receive cash in lieu of any fractional shares of Hess common stock that they would otherwise have been entitled to receive in the Merger.

~~Item~~In connection with the Merger, each share of the Company’s restricted common stock outstanding immediately prior to the effective time of the Merger became fully vested at the effective time of the Merger and was converted into the right to receive 0.1373 shares of Hess common stock. Holders of the Company’s stock options outstanding immediately prior to the effective time of the Merger became entitled at the effective time of the Merger to receive a number of shares of Hess common stock equal to the product of (i) 70.011373 ~~Regulation~~multiplied by (ii) FDthe ~~Disclosure~~product of (A) the number of shares of the Company’s common stock issuable upon the exercise of the relevant stock option multiplied by (B) the quotient obtained by dividing (1) the excess of (I) the closing price of shares of the Company’s common stock on the last full trading day prior to the effective time of the Merger (i.e., December 16, 2010) over (II) the exercise price per share of the applicable stock option, by (2) the closing price of shares of the Company’s common stock on the last full trading day prior to the effective time of the Merger (i.e., December 16, 2010).

OnThe ~~November 15,~~Merger ~~2010,~~Agreement ~~the~~has ~~Company~~been ~~issued~~referenced aherein ~~press~~to ~~release~~provide ~~entitled~~investors ~~“American~~and ~~Oil~~stockholders &with information ~~Gas~~regarding ~~Reports~~its ~~3rd Quarter~~terms. ~~2010~~It ~~Financial~~is ~~Results~~not ~~and~~intended ~~Provides~~to ~~Operations~~provide ~~Update~~any other factual information about the Company, Hess or Merger Sub.” The ~~press~~representations, ~~release~~warranties isand ~~attached~~covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates, were ~~Exhibit 99.1~~solely ~~hereto.~~for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the

In accordance with General Instruction B.2 of Form 8-K, the information disclosed in Items 2.02 and 7.01 and Exhibit 99.1 attached hereto of this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

~~IMPORTANT~~contracting ~~INFORMATION~~parties, ~~FOR~~including ~~INVESTORS~~being ~~AND~~qualified ~~STOCKHOLDERS~~by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Hess or Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the Company’s or Hess’ public disclosures.

The ~~information~~foregoing indescription ~~Item 1.01~~ of ~~this~~the ~~Form~~Merger ~~8-K~~and isthe ~~being~~Merger ~~made~~Agreement indoes ~~respect~~not ofpurport ~~the~~to ~~proposed~~be ~~merger~~complete ~~transaction involving Hess Corporation (“Hess”)~~ and ~~American~~is ~~Oil~~qualified &in ~~Gas~~its ~~Inc.~~entirety ~~(“American”).~~by ~~In connection~~reference ~~with~~to the ~~proposed~~Merger ~~transaction~~Agreement, ~~Hess~~which ~~initially~~is ~~filed~~attached ~~with~~as ~~the U~~Exhibit 2.S.1 ~~Securities~~to ~~and Exchange Commission (~~the ~~“SEC”)~~Company’s onCurrent ~~August 23,~~Report ~~2010 a registration statement~~ on Form S8-4K ~~containing a~~filed ~~preliminary~~with ~~proxy~~the ~~statement/prospectus.~~Securities ~~The proposed merger transaction involving Hess~~ and ~~American~~Exchange ~~will be submitted~~Commission ~~to American’s stockholders for their consideration and the definitive proxy statement/prospectus was mailed to American’s stockholders~~ on ~~or about November~~July 1629, 2010~~. Further~~, ~~each of Hess~~ and ~~American~~which ~~also~~is ~~plan to~~incorporated ~~file~~herein with the SEC other documents regarding the proposed transaction. INVESTORS AND SECURITY HOLDERS OF AMERICAN ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS REGARDING THE PROPOSED TRANSACTION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and stockholders can obtain free copies of the proxy statement/prospectus and other documents containing important information about Hess and American through the website maintained by ~~the SEC at http://www~~reference.sec.gov. Copies of the documents filed with the SEC by Hess are available free of charge on Hess’ internet website at www.hess.com or by contacting Hess’ Corporate Secretary Department at 212-536-8602. Copies of the documents filed with the SEC by American are available free of charge on American’s internet website at www.americanog.com or by contacting American’s Investor Relations Department at 303-449-1184.

~~Hess,~~The ~~American,~~disclosure ~~their~~regarding ~~respective directors and executive officers and other persons may be deemed to be participants in~~ the ~~solicitation~~Merger ~~of proxies from the stockholders of American in connection with the proposed transaction. Information about the directors~~ and ~~executive officers of Hess is set forth in its proxy statement for its 2010 annual meeting of stockholders and in its annual report on Form 10-K, as amended, which were filed with~~ the ~~SEC~~Merger ~~on March 25,~~Agreement ~~2010~~under ~~and February~~Item ~~26, 2010 (as amended on November 8, 2010), respectively~~5.01 ~~Information~~hereof ~~about the directors and executive officers of American~~ is ~~set forth in~~incorporated ~~its~~by ~~proxy~~reference ~~statement~~into ~~for~~this ~~its 2010 annual meeting of stockholders and in its annual report on Form 10-K, as amended, which were filed with the SEC on May~~Item ~~14, 2010 and March 15, 2010 (as amended on March 29, 2010 and April 30, 2010), respectively~~2. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and other relevant materials that have been filed with the SEC01.

Item 9 3.01 ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits~~ or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Exhibit 2.1		Amendment to Credit Agreement dated November 11, 2010 between American Oil & Gas Inc. and Hess Corporation.
Exhibit 99.1		Press Release dated November 15, 2010.

In connection with the consummation of the Merger, on December 17, 2010, the Company notified the NYSE Amex Equities that the Merger was completed and that each share of the Company’s common stock outstanding immediately prior to the Merger (other than shares that were held by the Company as treasury stock or by Hess or Merger Sub) was converted into the right to receive 0.1373 shares of Hess common stock in accordance with the terms of the Merger Agreement.

The Company requested that the NYSE Amex Equities file with the Securities and Exchange Commission a notification of removal of the Company’s common stock from listing on the NYSE Amex Equities on Form 25, which the NYSE Amex Equities filed on December 20, 2010.


Item 3.03		Material Modification to Rights of Security Holders.

At the effective time of the Merger, holders of shares of the Company’s common stock outstanding immediately prior to the effective time of the Merger ceased to have any rights as stockholders in the Company (other than their right to receive the merger consideration).

The disclosure regarding the Merger and the Merger Agreement under Item 2.01 hereof is incorporated by reference into this Item 3.03.


Item 5.01		Changes in Control of Registrant.

The Merger Agreement was adopted by the Company’s former stockholders at a special meeting of the Company’s stockholders held on December 17, 2010. Shortly after the meeting, also on December 17, 2010, pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company continuing as the surviving entity and becoming a wholly-owned subsidiary of Hess. The Company changed its name from American Oil & Gas Inc. to Hess Bakken Investments I Corporation at the effective time of the Merger.

~~SIGNATURE~~The disclosure regarding the Merger and the Merger Agreement under Items 2.01 and 3.03 hereof is incorporated by reference into this Item 5.01.

~~Pursuant~~Item to5.02 ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange~~Certain ~~Act~~Officers; Election of ~~1934,~~Directors; ~~the~~Appointment ~~registrant~~of ~~has~~Certain ~~duly caused~~Officers; ~~this~~Compensatory ~~report~~Arrangements toof beCertain ~~signed on its behalf by the undersigned hereunto duly authorized~~Officers.

Date: November 16, 2010	AMERICAN OIL & GAS INC.
	By:	/s/ Andrew P. Calerich
		Andrew P. Calerich, President

As a result of the Merger, all of the directors of the Company immediately prior to the effective time of the Merger (the “Prior Directors”) were removed as directors as the Company as of the effective time of the Merger. These removals were not a result of any disagreements between the Company and the Prior Directors on any matter relating to the Company’s operations, policies or practices. Upon completion of the Merger, two of the directors of Merger Sub and an individual appointed by the current stockholder of the Company became the directors of the Company.

Also as a result of the Merger, each of the principal executive officer, president, principal financial officer and principal accounting officer and named executive officers of the Company immediately prior to the effective time was removed from his respective position with the Company as of the effective time of the Merger. Upon completion of the Merger, the directors of the Company appointed certain individuals to serve as the officers of the Company.


Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In accordance with the Merger Agreement, the Company’s Articles of Incorporation and Bylaws were amended and restated at the effective time of the Merger to read substantially in their entirety as the Articles of Incorporation and Bylaws of Merger Sub. The Company’s Articles of Incorporation and Bylaws are attached hereto as Exhibits 3.1 and 3.2 and incorporated into this Item 5.03 by reference.


Item 9.01		Financial Statements and Exhibits

(d) Exhibits


2.1		Agreement and Plan of Merger, dated as of July 27, 2010, by and among Hess Corporation, Hess Investment Corp. and American Oil & Gas Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2010)

3.1		Amended and Restated Articles of Incorporation

3.2		Amended and Restated By-laws

~~INDEX TO EXHIBITS~~SIGNATURES

Exhibit Number		Description
Exhibit 2.1		Amendment to Credit Agreement dated November 11, 2010 between American Oil & Gas Inc. and Hess Corporation.
Exhibit 99.1		Press Release dated November 15, 2010.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

5 HESS BAKKEN INVESTMENTS I CORPORATION By: /s/ George C. Barry Name: George C. Barry Title: Authorized Officer

Dated: December 23, 2010

EXHIBIT INDEX


2.1		Agreement and Plan of Merger, dated as of July 27, 2010, by and among Hess Corporation, Hess Investment Corp. and American Oil & Gas Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2010)

3.1		Amended and Restated Articles of Incorporation

3.2		Amended and Restated By-laws

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