U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the
Quarterly Period Ended December 31, 1995
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the
Transition Period from __________ to _________
Commission file number 0-10006
_________ AMERICAN RIVERS OIL COMPANY
(Exact name of small business issuer as specified in its charter)
Wyoming
84-0839926
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
700 East Ninth Avenue, Suite 106, Denver, CO
80203
(Address of principal executive offices)
(Zip Code)
(303) 832-1117
(Issuer's telephone number)
Metro Capital Corporation, 716 College View Drive, Riverton, WY 82501
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
The number of shares of the Issuer's $.01 par value common stock outstanding as
of February 5, 1996 was 1,614,270.
Transitional Small Business Disclosure Format
(Check one):
Yes No X
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(Unaudited)
ASSETS
Current Assets :
Cash
$ 27,656
Oil and gas sales receivable
31,385
Accounts receivable, joint interest owners
3,552
Total current assets
62,593
Oil and Gas Properties, at cost, using successful efforts method:
Proved properties
3,150,712
Less accumulated depreciation, depletion and amortization
(170,396)
Net oil and gas properties
2,980,316
Investment in Subsidiary
2,347,954
Deferred Offering Costs 22,422
$5,413,285
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Note payable to major Class B shareholder
$ 86,530
Note payable to subsidiary
11,681
Current maturities of long-term debt
58,100
Accounts payable and accrued expenses
141,075
Total current liabilities
297,386
Long-Term Debt, less current maturities
169,514
Deferred Income Taxes
330,300
Stockholders' Equity:
Preferred stock, $.50 par value; 5,000,000 shares
authorized; no shares issued
--
Common stock, $.01 par value; 20,000,000 shares
authorized; 2,700,689 issued
27,007
Class B common stock, $.01 par value; 8,000,000 shares
authorized; 7,717,820 issued and outstanding
77,178
Additional paid-in capital
4,902,410
Commitment to issue 250,000 shares of common stock
375,000
Retained earnings
970,552
Less: Treasury stock, at cost, 1,101,234 shares
(1,736,062)
Total stockholders' equity
4,616,085
$ 5,413,285
See accompanying notes to these consolidated financial statements.
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months For the Nine
Months
Ended December 31, Ended
December 31,
1995
1994 1995 1994
REVENUE:
Oil and gas sales $ 26,887 $ 43,823
$ 76,052 $ 112,621
Operator fees 1,850 1,500
5,600 2,500
28,737 45,323
81,652 115,121
EXPENSES:
Oil and gas production costs 18,736 15,522
45,290 40,023
General and administrative 50,166 32,457
119,249 97,372
Professional fees relating to
Contributed Properties 145,129
- - -- 145,129 --
Nonemployee compensatory common
stock option expense 200,000
- - -- 200,000 --
Depreciation, depletion and
amortization 8,650
8,794 24,490 23,111
Provision for impairment of oil and
gas properties 140,451
-- 140,451 --
Total expenses 563,132
56,773 674,609 160,506
LOSS FROM OPERATIONS (534,395) (11,450) (592,957)
(45,385)
OTHER INCOME (EXPENSE):
Gain on drilling arrangements --
- - -- -- 138,241
Equity in subsidiary losses (51,390) --
(51,390) --
Interest expense (3,093)
(5,501) (12,630) (14,541)
(54,483) (5,501)
(64,020) 123,700
Income (loss) before income tax benefit (588,878) (16,951)
(656,977) 78,315
Income tax benefit 143,900
- - -- 169,100 --
Net income (loss) $(444,978) $
(16,951) $(487,877) $ 78,315
NET LOSS PER COMMON SHARE:
Common stock $ (.06)
$ (.07)
Class B common stock $ (.04)
$ (.05)
AVERAGE NUMBER OF SHARES
OUTSTANDING
Common stock 1,599,455
1,599,455
Class B common stock 7,717,820
7,717,820
See accompanying notes to these consolidated financial statements.
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
December 31,
1995 1994
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $
(487,877) $ 78,315
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation, depletion and amortization
24,490 23,111
Equity in subsidiary losses 51,390
--
Nonemployee compensatory common stock
option expense
200,000 --
Provision for impairment of oil and gas properties
140,451 --
Deferred income tax benefit
(169,100) --
Commitment to issue common stock for services
68,250 --
Gain on drilling arrangements
-- (138,241)
Changes in operating assets and liabilities:
(Increase) decrease in -
Accounts receivable 14,199
(47,661)
Increase (decrease) in -
Accounts payable and accrued expenses
94,893 39,226
Net cash used in operating activities
(63,304) (45,250)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition costs for oil and gas properties
(718,803) --
Cash obtained in acquisition
700,000 --
Other capital expenditures for oil and gas properties
(8,315) (219,808)
Net cash used in investing activities
(27,118) (219,808)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings
98,210 --
Principal payments on borrowings
(37,694) (31,100)
Private placement offering costs
(2,480) --
Owners' contributions
60,042 296,158
Net cash provided by financing activities
118,078 265,058
Increase in Cash
27,656 --
Cash, beginning of period
-- --
Cash, end of period
$ 27,656 $ --
Supplemental Information:
Cash paid for interest
$ 12,630 $ 14,541
See accompanying notes to these consolidated financial statements.
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
In October 1995, Metro Capital Corporation (Metro) and Karlton Terry Oil
Company (KTOC)
entered into an Asset Purchase Agreement whereby KTOC agreed to exchange
certain oil and
gas properties ( the "Contributed Properties") for a total of 7,717,820
shares of Class B common stock of Metro, which represented 80% of
the issued and outstanding voting
securities of Metro. On November 29, 1995, the shareholders of Metro
approved this transaction and the closing occurred on December
8, 1995. The shareholders also approved changing the name of the Company
from Metro to American Rivers Oil Company (AROC). At the closing date,
additional working interests in the KTOC oil and gas properties (the "Option
Properties") were acquired for cash, a portion of the Class B common shares
issued in the transaction, and other consideration.
The unaudited consolidated financial statements included herein give effect
to these transactions by recording KTOC's Contributed
Properties at their historical carrying value since the KTOC owners
continue to exercise control of the Contributed Properties through
their majority voting interest. Metro's assets, except for $700,000 cash and
an insignificant oil
property, were transferred at their historical carrying value to a
wholly-owned subsidiary,
Bishop Capital Corporation, formerly Bishop Cable Communications
Corporation, (Bishop)
where they are being operated autonomously by the prior management of Metro
pursuant to the
terms of a five year Operating Agreement. The Option Properties acquired
were recorded
based on the cash and the fair value of securities and other consideration
issued. For a more
complete description of the Company's acquisition of the oil and gas
properties, reference is
made to the Company's Form 8-K dated December 8, 1995.
The unaudited consolidated balance sheet at December 31, 1995 reflects
AROC's investment in Bishop using the equity method (See Note 2). The
unaudited consolidated statements of operations and cash flows
included herein for the nine months ended December 31, 1994 only include
the operations of the Contributed Properties. The unaudited consolidated
statements of operations and cash flows for the nine months ended December
31, 1995 include the operations of the Contributed Properties
for the entire period, the Option Properties and other subsidiaries for
December 1995, and the December 1995 operating results of Bishop utilizing
the equity method of accounting.
In the opinion of management, all adjustments, consisting of normal
recurring accruals, have
been made which are necessary for a fair presentation of the financial
position of the Company
at December 31, 1995 and the results of operations and cash flows for the
nine month periods
ended December 31, 1995 and 1994.
2. Investment in Subsidiary
The Subsidiary into which Metro's assets were transferred (See Note 1) is
being operated autonomously by the prior management of Metro
pursuant to the terms of an Operating
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. Investment in Subsidiary (continued)
Agreement. Since the Company does not exercise control over the wholly-owned
Subsidiary's operations, the investment is accounted for by the equity
method.
Following is a summary of condensed unaudited financial information
pertaining to the Subsidiary:
December 31,
1995
Balance sheet data:
Current assets
$ 1,156,635
Noncurrent assets
1,249,744
Current liabilities
58,425
Company's equity in net assets
2,347,954
One
Month Three Months Nine Months
Ended Ended Ended
December 31, December 31, December 31,
1995 1995 1995
Operations data:
Revenue $
5,100 $ 18,615 $ 48,881
Costs and expenses (60,553)
(404,051) (761,447)
Gain on sale of marketable securities --
630,956 685,632
Other income (expense) 4,063
4,545 25,516
Net income (loss) $ (51,390)
$ 250,065 $ (1,418)
Company's equity in subsidiary's loss $ (51,390)
3. Loss Per Share
The computation of net loss per share is based on the rights of each class
of common stock.
The Class B common stock is not entitled to participate in any distribution
of shares or assets of the wholly-owned Subsidiary into which certain
assets were transferred from Metro until
such shares are converted into common stock beginning June 1998.
Accordingly, beginning
in December 1995, the common shares were allocated 100% of the Subsidiary's
loss and a pro
rata percentage of the remaining consolidated loss based on the ratio of
common shares
outstanding to total common and Class B shares outstanding. The Class B
common shares
were allocated the remaining pro rata percentage of the loss.
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Supplemental Disclosure to Consolidated Statements of Cash Flow of Noncash
Investing and
Financing Activities
Significant noncash investing and financing activities are as follows:
Nine Months Ended
December 31,
1995 1994
Acquisition of oil and gas option properties:
Total acquisition costs for oil and gas properties
$2,105,682 $ --
Less noncash transactions:
Fair
value of 552,945 shares of Class B common stock issued (552,945) --
Production payment obligation incurred
(77,184) --
Commitment to issue 54,500 shares of common stock for
property acquisition services
(81,750) --
Fair value of 450,000 shares of convertible Class B common
stock issued
(675,000) --
Cash paid $
718,803 $ --
Fair value of 6,714,875 shares of Class B common stock issued
for Contributed Properties
$ 268,136 $ --
Deferred tax liability arising from temporary differences related
to the acquisition
$ 499,400 $ --
5. Stock Option and Bonus Plans
In October 1995, the Company awarded 30,000 shares of the Company's Common
Stock
from the 1987 Stock Bonus Plan to officers and employees. Nonemployee
directors were
awarded an additional 20,000 shares of the Company's Common Stock outside
of the Plan. The awarded shares were not issued as of December 31,
1995. The Company also granted options to acquire 70,000 shares of
Common Stock from the 1992 Stock Option Plan to officers,
employees and directors of which 45,000 are exercisable at $1.50 per share and
25,000 at $1.65 per share.
6. Common Stock
The Company has agreed to issue 100,000 shares of Common Stock for legal
services rendered in connection with the Asset Purchase
Agreement and 100,000 shares to a
non-affiliated third party for property acquisition and other services. The
issuance of the
200,000 shares is subject to the Company first filing a registration
statement on Form S-8
covering the registration of such shares.
AMERICAN RIVERS OIL COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. Common Stock (continued)
The Company also agreed to issue to a non-affiliated third party options
to acquire up to
400,000 shares of Common Stock at $1.00 per share in lieu of cash for
services to be
performed on behalf of the Company. The difference between the option
price of $1.00 and
the fair market value of the Common Stock of $1.50 was recorded as a
charge to operations
of $200,000 during the quarter ended December 31, 1995. The issuance of
the options is
subject to the Company first filing a registration statement on Form S-8
covering the
registration of the shares underlying the options.
In connection with the Asset Purchase Agreement, the Company agreed to
grant an option (the "Option") to the Subsidiary (Bishop) to acquire
800,000 shares of Common Stock to be
distributed pro rata to the holders of the Common Stock. The Option will be
exercisable for a
period of 120 days at an exercise price of $.10 per share commencing 36
months from the
closing in the event that one of the following events has not occurred by
such time: (a) the
Company has a minimum of $16.5 million of Proved and Probable Reserves as
set forth in an
independent petroleum engineer's report prepared in accordance with SEC
pricing and cost
assumptions; or, (b) the average bid price for the Common Stock shall have
been at least $4.00
for two periods of twenty consecutive trading days; or (c) cash flow (gross
revenues from oil
and gas production less expenses directly charged against such production)
for the Company
shall have been greater than $2,000,000 for any fiscal year. The Option
will be distributed to
the shareholders, if at all, 36 months from the closing date.
7. Subsequent Events
Subsequent to December 31, 1995, the Company completed the minimum private
placement of 500,000 shares of the Company's Common Stock. The proceeds
of $484,000 (net of commissions of $16,000 but before deduction of
offering expenses) will be utilized to meet operating capital
requirements, fund development of the Company's properties, purchase
producing properties and repay outstanding debt. The shares issued in the
private placement are
subject to certain registration rights commencing six months after the close
of the private
placement. This offering is continuing - See Managements Discussion and
Analysis of
Financial Condition and Results of Operations.
In January 1996, the Company sold an oil property to an unrelated
third-party for $16,000. A
provision for impairment of $140,451 was recorded during the quarter ended
December 31,
1995 to reflect the net realizable value for the property.
In January 1996, the Company purchased producing properties in the
Denver-Julesburg Basin
for cash of $90,000 and 14,815 shares of the Company's Common Stock. The
shares issued
are subject to certain registration rights commencing six months after the
close of the private
placement.
AMERICAN RIVERS OIL COMPANYAND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended December 31, 1995 Compared to 1994
The Company's oil and gas sales revenue decreased by 39% for the quarter ended
December 31, 1995 over the comparable period in 1994. Production volume for oil
in the current quarter decreased by 49% from the comparable 1994 period due
primarily to production curtailment while surface facilities were being
constructed and adjusted on the Sistersville well, the Sparkle #1 well being
shut-in for completion of water disposal facilities and normal, anticipated
production declines. Natural gas production volume in the current quarter
increased 62% from the comparable period in 1994. The average sales price for
oil increased $.22 per barrel in the current quarter over the comparable period
in 1994. The price of natural gas decreased by $.02 per MCF in the current
quarter over the comparable quarter in 1994.
The production volumes and average sales prices during the periods were as
follows:
Three Months Ended
December 31,
1995 1994
Oil and condensate (barrels)
1,238 2,447
Average sales price per barrel
$16.58 $16.36
Natural gas (mcf)
3,437 2,116
Average sales price per mcf
$ 1.83 $ 1.85
Oil and gas production costs increased $3,200 for the quarter ended December
31, 1995 over the comparable quarter in 1994. On a BOE basis (BOE means barrels
of oil equivalent, using a
conversion ratio of 6 MCF of natural gas equals one barrel of oil), production
costs increased to $10.35 per BOE in the current quarter compared to $5.54 per
BOE in the 1994 quarter. The increased cost per BOE is attributable to fixed
components of oil and gas production costs being allocated over a smaller
production base.
General and administrative expense increased $17,700 for the quarter ended
December 31, 1995 over the comparable quarter in 1994 and is attributable to
increased personnel costs and normal inflationary increases in overhead costs.
Professional fees relating to the Contributed Properties of $145,129 consist of
legal, accounting and consulting fees incurred in connection with the Asset
Purchase Agreement.
Nonemployee compensatory common stock option expense of $200,000 represents the
difference between the option price and the fair market value of the Common
Stock as discussed in Note 6.
Depreciation, depletion and amortization expense was comparable between the two
periods.
A provision for impairment of oil and gas properties for $140,000 was recorded
in the quarter
ended December 31, 1995 to reflect the net realizable value of an oil property
which was sold subsequent to December 31, 1995.
The equity in subsidiary losses of $51,390 for the quarter ended December 31,
1995 represents the Company's equity in the December 1995 operations of Bishop
Capital Corporation (Bishop). Since the Company does not exercise any control
over Bishop (See Note 1), the equity method of accounting is being used to
record its share of Bishop's income or loss for the period subsequent to the
acquisition.
Interest expense decreased 44% for the current quarter of 1995 over the
comparable 1994 quarter due to a lower average amount of debt outstanding.
Nine Months Ended December 31, 1995 Compared to 1994
The Company's oil and gas sales revenue decreased by 32% for the nine months
ended December 31, 1995 over the comparable period in 1994. Production volume
for oil decreased 41% for the nine months ended December 1995 over the
comparable period in 1994 due primarily to production curtailment while surface
facilities were being constructed and adjusted on the Sistersville well, the
Sparkle #1 well being shut-in for completion of water disposal facilities and
normal, anticipated production declines. The average sales price for oil
increased by $.46 per barrel for the nine months ended December 31, 1995.
Although natural gas production increased 57% for the nine months ended
December 31, 1995 over the comparable period in 1994, the average sales price
for natural gas decreased by $.36 per MCF.
The production volumes and average sales prices during the periods were as
follows:
Nine Months Ended
December 31,
1995 1994
Oil and condensate (barrels)
3,551 6,066
Average sales price per barrel
$17.09 $16.63
Natural gas (mcf)
9,336 5,965
Average sales price per mcf
$ 1.65 $ 2.01
Oil and gas production costs increased $5,300 for the nine months ended
December 31, 1995 over the comparable period in 1994. On a BOE basis,
production costs increased from $5.67 to
$8.87 for the nine months ended December 31, 1995. The increased cost per BOE
is attributable to fixed components of oil and gas production costs being
allocated over a smaller production base.
General and administrative expense increased $21,900 for 1995 over the
comparable period in 1994. The increase is attributable to increased personnel
costs and normal inflationary increases in overhead costs.
Professional fees relating to the Contributed Properties of $145,129 consist of
legal, accounting and consulting fees incurred in connection with the Asset
Purchase Agreement.
Nonemployee compensatory common stock option expense of $200,000 represents the
difference between the option price and the fair market value of the Common
Stock as discussed in Note 6.
Depreciation, depletion and amortization increased 6% in the current nine
months compared to the same period in 1994 due to the acquisition of additional
interests in oil and gas properties.
A provision for impairment of oil and gas properties for $140,000 was recorded
in the current period to reflect the net realizable value of an oil property
which was sold subsequent to December 31, 1995.
The equity in subsidiary losses of $51,390 for the nine months ended December
31, 1995 represents the Company's equity in the December 1995 operations of
Bishop Capital Corporation.
Interest expense decreased 13% for the nine months ended December 31, 1995 over
the 1994 comparable period due to a lower average amount of debt outstanding.
FINANCIAL CONDITION
At December 31, 1995, the Company had a working capital deficit of $234,800.
The following summary table reflects the Company's cash flows for the nine
months ended December 31, 1995 and 1994:
Nine Months Ended
December 31,
1995 1994
Net cash used in operations
$ (63,304) $ (45,250)
Net cash used by investing activities
(27,118) (219,808)
Net cash provided by financing activities
118,078 265,058
The Company experienced a net use of cash for operating activities for the nine
months ended December 31, 1995 and 1994 of $63,304 and $45,250, respectively.
The Company used $27,118 for investing activities in the current period
compared to $219,808 in 1994. The decrease in 1995 over 1994 is due to $700,000
cash obtained in the acquisition which was utilized to purchase the additional
interests in certain oil and gas properties. Net cash provided by financing
activities decreased in the current period as compared to 1994 due primarily to
a reduction in owners'
contributions (applicable to periods prior to the contribution of certain oil
and gas properties to the Company by the owners). The Company also utilized
noncash financing in the form of Class B common stock and a production payment
obligation as additional consideration for the acquisition of additional
interests in certain oil and gas properties discussed in Notes 1 and 4.
The Company's oil and gas strategy is and will continue to be the acquisition
and development of leases underlying large rivers and lakes in known oil and
gas fields (the "River Leases"). The Company also intends to acquire producing
cash flow properties in the Denver-Julesburg Basin to augment and diversify its
strategy on the River Leases. The Company will also review and
consider acquiring or participating in other oil and gas projects which
management may expect will increase the cash flow and/or add to the long-term
financial stability of the Company.
A portion of the Company's oil and gas reserves are Proved Undeveloped
Reserves. Successful development and production of such reserves cannot be
assured. Additional drilling will be necessary in future years both to maintain
production levels and to define the extent and recoverability of existing
reserves. There is no assurance that present oil and gas wells of the Company
will continue to produce at current or anticipated rates of production, that
development drilling will be successful, that production of oil and gas will
commence when expected, or that there will be favorable markets for oil and gas
which may be produced in the future.
The Company's development plans include the drilling of offsets to the existing
river wells as a preliminary priority while gradually drilling new wells under
previously undrilled river projects at the rate of three to five wells per
year. It is estimated that capital of $1,700,000 will be required to: (i) meet
operating capital requirements; (ii) carry out management's plans to drill
three to five development wells in 1996; (iii) purchase existing producing oil
and gas wells; and (iv) repay outstanding debt. The assets transferred to the
Subsidiary as part of the acquisition are not available for use by the Company.
To meet these requirements, management is conducting a private placement of up
to 1,800,000 shares of the Company's common stock for gross proceeds of
$1,800,000. Subsequent to December 31, 1995, the Company received the minimum
proceeds of $484,000 (net of commissions but before deduction of other offering
expenses). The offering is continuing and the Company may receive up to
$1,300,000 of additional proceeds (before deduction of commissions and other
offering costs). If the maximum proceeds from this offering are raised, the
Company believes that the net proceeds would be sufficient to fund planned
activities through at least the end of 1996. If the maximum proceeds are not
raised, management may seek alternative financing arrangements, including
additional bank financing and/or the promotion of drilling arrangements to oil
industry partners and other investors. There is no assurance that the bank
financing or the promotion of drilling arrangements to industry partners and
other investors will occur. No commitments have been received for any such
financing or drilling arrangements. If such financing is not obtained or
alternate drilling arrangements completed, the Company could experience
significant cash flow problems. In such case, the Company may have to promote a
well by selling a portion of its leasehold acreage. While management believes
obtaining financing through industry partner promotion is a viable means to
fund development, it is not the preferred alternative since it results in a
lower share of the related proved reserves and cash flows.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
a. A Special Meeting of Shareholders was held on November 27, 1995
and adjourned
and reconvened on November 29, 1995.
b. The shareholders of the Company elected management's director
nominees as listed in the proxy statement. The votes for and
withheld with respect to each director are as
follows:
For
Withheld
Karlton Terry 880,955
5,055
Jubal Terry 880,955
5,055
Denis Bell 880,955
5,055
c. A brief description of each other matter voted upon at the
meeting is as follows:
(1) To ratify the Asset Purchase Agreement among the Company,
Karlton Terry Oil
Company, Karlton Terry, Jubal Terry and the transactions
related thereto.
For 872,127
Against 9,839
(2) To amend the Company's Articles of Incorporation to (a) change
the Company's
name to American Rivers Oil Company; (b) increase the number
of authorized
shares of Common Stock, $.01 par value, to 20,000,000 shares
and the number of
authorized shares of Preferred Stock, $.50 par value, to
5,000,000 shares; and (c)
to authorize a total of 8,000,000 shares of Class B Common
Stock with a par value
of $.01 per share.
For 871,173
Against 9,787
PART II
OTHER INFORMATION
(Continued)
(3) To approve an increase in the number of shares of the
Company's Common Stock
covered by the Company's 1992 Stock Option Plan for employees
(including
officers), directors and consultants of the Company to
500,000 shares.
For 856,615
Against 19,291
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 27. Financial Data Schedule (submitted only in
electronic format)
b. Reports on Form 8-K
The following reports on Form 8-K were filed by the Company:
Date of Report Item Reported
Financial Statements Filed
November 3, 1995 Items 5, 7
None
December 8, 1995 Items 1, 2, 5, 7
Audited and Unaudited Financial
Statements of the KTOC
Contributed Properties and the
KTOC Option Properties
Pro Forma Financial Statements
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN RIVERS OIL COMPANY
(Registrant)
Date: February 5, 1996 By: /s/
Karlton Terry
Karlton Terry
President
(Principal Executive Officer)
Date: February 5, 1996 By: /s/
Jubal Terry
Jubal Terry
Vice President and Acting
Chief Financial Officer
(Principal Financial Officer)