UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14d-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934
Alliance Resources PLC
(Name of Subject Company)
Alliance Resources PLC
(Name of Person(s) Filing Statement)
Ordinary Shares of (Pounds)0.01 Each
(Title of Class of Securities)
01877N 10 7
(CUSIP Number of Class of Securities)
Francis M. Munchinski
Alliance Resources PLC
4200 E. Skelly Drive, Suite 1000
Tulsa, Oklahoma 74135
(918) 491-1100
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
Copy To:
W. Alan Kailer, Esq.
Jenkens & Gilchrist, a Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
(214) 855-4500
ITEM 1. SECURITY AND SUBJECT COMPANY.
The name of the subject company is Alliance Resources PLC, a public limited
company incorporated in England and Wales ("Alliance"). The address of the
principal executive offices of Alliance is 12 St. James's Square, London SW1Y
4BR, England and the address of its principal operating offices is 4200 East
Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135. The title of the class of
equity securities to which this Statement relates is the ordinary shares of
(Pounds)0.01 each (the "Alliance Shares") in the capital of Alliance.
ITEM 2. TENDER OFFER OF THE BIDDER.
This Schedule 14D-9 (the "Statement") relates to the offer (the "Exchange
Offer") of American Rivers Oil Company, a Delaware corporation ("American
Rivers"), to exchange shares of Common Stock, $0.001 par value (the "AROC
Shares") of American Rivers for all of the issued and outstanding Alliance
Shares, at a ratio of one AROC Share for each Alliance Share. The principal
executive offices of American Rivers are at 700 East Ninth Avenue, Suite 106,
Denver, Colorado 80203. The Exchange Offer is being made upon the terms and
subject to the conditions set forth in the information statement/prospectus
included in Amendment No. 1 to the Registration Statement of American Rivers on
Form S-4 filed on October 15, 1999 (Regis. No. 333-85237)(the "Prospectus"),
which is included as Exhibit (a)(1) to this schedule and is incorporated herein
by reference. The Exchange Offer is disclosed in a Tender Offer Statement on
Schedule 14D-1 dated October 21, 1999 (as it may be amended and supplemented
from time to time, the "Schedule 14D-1"), which has been filed with the
Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934, as amended.
ITEM 3. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Alliance, the business address of which is
4200 East Skelly Drive, Suite 1000, Tulsa, Oklahoma 74135.
(b) The information set forth in "THE PROPOSED TRANSACTIONS - Background of the
Reincorporation Proposal and Offer," "THE PROPOSED TRANSACTIONS - Reasons
for the Reincorporation and Offer," THE TERMS OF THE TRANSACTIONS" and
"MANAGEMENT OF NEW ALLIANCE" of the Prospectus and the Exchange and Merger
Agreement and the Amendment to Exchange and Merger Agreement which are
attached as Exhibit (c)(1) and Exhibit (c)(2) hereto respectively, is
incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
(a) The information set forth in "THE PROPOSED TRANSACTIONS - Recommendation of
the Alliance Board of Directors" of the Prospectus is incorporated herein
by reference.
(b) The information set forth in "THE PROPOSED TRANSACTIONS - Reasons for the
Reincorporation and the Offer" of the Prospectus is incorporated herein by
reference.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
Not applicable.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
(a) No transactions in the Alliance Shares have been effected during the past
60 days by Alliance or, to the best of Alliance's knowledge, by an
executive officer, director, affiliate or subsidiary of Alliance.
(b) To the best of Alliance's knowledge, each executive officer, director and
affiliate of Alliance holding Alliance Shares intends to tender such
Alliance Shares in the Exchange Offer.
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ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.
(a) Except as described in Item 3(b) and as provided in the documents
included as Exhibits (c)(1) through (c)(8), no negotiation is being
undertaken or is underway by Alliance in response to the Exchange
Offer which relates to or would result in (i) an extraordinary
transaction, such as a merger or reorganization, involving Alliance or
any subsidiary of Alliance, (ii) a purchase, sale or transfer of a
material amount of assets by Alliance or any subsidiary of Alliance,
(iii) a tender offer for or other acquisition of securities by or of
Alliance, or (iv) any material change in the present capitalization or
dividend policy of Alliance.
(b) Except as described under Item 3 and Item 4 and as provided in the
documents included as Exhibits (c)(1) through (c)(8), there are no
transactions, board resolutions, agreements in principle or signed
contracts in response to the Exchange Offer which relate to or would
result in one or more of the matters referred to in paragraph (a) of
this Item 7.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Prospectus included in American Rivers Oil Company Registration
Statement on Form S-4 (Regis. No. 333-85237). [Incorporated by
reference from such Registration Statement]
(a)(2) United States Form of Acceptance and Authority (Filed herewith as
Exhibit (a)(2))
(a)(3) United Kingdom Form of Acceptance and Authority (Filed herewith as
Exhibit (a)(3))
(b) None
(c)(1) Exchange and Merger Agreement dated July 22, 1999 among American
Rivers Oil Company, a Wyoming corporation, American Rivers Oil
Company, a Delaware corporation and Alliance Resources PLC (Included
as Appendix A to the Prospectus)
(c)(2)* Amendment to Exchange and Merger Agreement, dated October 13, 1999.
[2.2]
(c)(3)* Exchange Agreement for Convertible Restricted Voting Shares, dated
October 13, 1999. [10.1]
(c)(4)* Registration Rights Agreement dated October 13, 1999 among American
Rivers Oil Company, EnCap Equity 1996 Limited Partnership, Energy
Capital Investment Company PLC, and EnCap Investments L.C. [10.2]
(c)(5)* Registration Rights Agreement dated October 13, 1999 between American
Rivers Oil Company and LaSalle Street Natural Resources. [10.3]
(c)(6)* Registration Rights Agreement dated October 13, 1999 among American
Rivers Oil Company and members of the Benton family. [10.4]
(c)(7)* Warrant Agreement dated October 13, 1999 among American Rivers Oil
Company and the holders of Series D, E, F, G and H warrants. [10.5]
(c)(8)* Warrant Agreement dated October 13, 1999 among American Rivers Oil
Company and the holder of Series I warrants. [10.6]
* Incorporated by reference from the exhibit number indicated in
brackets to the American Rivers Oil Company Registration
Statement on Form S-4 (Regis. No. 333-85237).
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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.
Dated: October 21, 1999
ALLIANCE RESOURCES PLC
By: /s/ Francis M. Munchinski
----------------------------------
Name: Francis M. Munchinski
Title: Assistant Secretary
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EXHIBIT INDEX
(a)(1) Prospectus included in American Rivers Oil Company Registration
Statement on Form S-4 (Regis. No. 333-85237). [Incorporated by
reference from such Registration Statement]
(a)(2) United States Form of Acceptance and Authority (Filed herewith as
Exhibit (a)(2))
(a)(3) United Kingdom Form of Acceptance and Authority (Filed herewith as
Exhibit (a)(3))
(b) None
(c)(1) Exchange and Merger Agreement dated July 22, 1999 among American Rivers
Oil Company, a Wyoming corporation, American Rivers Oil Company, a
Delaware corporation and Alliance Resources PLC (Included as Appendix A
to the Prospectus)
(c)(2)* Amendment to Exchange and Merger Agreement, dated October 13, 1999.
[2.2]
(c)(3)* Exchange Agreement for Convertible Restricted Voting Shares, dated
October 13, 1999. [10.1]
(c)(4)* Registration Rights Agreement dated October 13, 1999 among American
Rivers Oil Company, EnCap Equity 1996 Limited Partnership, Energy
Capital Investment Company PLC, and EnCap Investments L.C. [10.2]
(c)(5)* Registration Rights Agreement dated October 13, 1999 between American
Rivers Oil Company and LaSalle Street Natural Resources. [10.3]
(c)(6)* Registration Rights Agreement dated October 13, 1999 among American
Rivers Oil Company and members of the Benton family. [10.4]
(c)(7)* Warrant Agreement dated October 13, 1999 among American Rivers Oil
Company and the holders of Series D, E, F, G and H warrants. [10.5]
(c)(8)* Warrant Agreement dated October 13, 1999 among American Rivers Oil
Company and the holder of Series I warrants. [10.6]
* Incorporated by reference from the exhibit number indicated in
brackets to the American Rivers Oil Company Registration Statement
on Form S-4 (Regis. No. 333-85237).
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