EXHIBIT (a)(2)
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in
any doubt as to the action you should take, you are recommended to seek
immediately your own personal financial advice from your stockbroker, bank
manager, lawyer, accountant or other independent financial adviser.
This document should be read in conjunction with the accompanying Offer Document
dated October 21, 1999.
If you have sold or transferred all of your Alliance Shares, please send this
document and the accompanying Offer Document and reply-paid envelope to the
purchaser or transferee, or to the stockbroker, bank or other agent through whom
the sale or transfer was effected, for transmission to the purchaser or
transferee.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing this Form of Acceptance.
It is anticipated that, following the Offer becoming unconditional, the new
Alliance Common Stock will be quoted on the OTC Bulletin Board in the USA. The
OTC Bulletin Board is a regulated quotation service that displays real-time
quotes, last-sale prices, and volume information in over-the-counter equity
securities, which are securities that are not listed or traded on a national
securities exchange or the Nasdaq Stock Market. OTC Bulletin Board securities
are traded by market makers that enter quotes and trade reports through a closed
computer network.
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FORM OF ACCEPTANCE AND AUTHORITY
Exchange Offer
by
American Rivers Oil Company
for
Alliance Resources PLC
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ACTION TO BE TAKEN
. To accept the Offer, complete this Form of Acceptance on page 3 by
following the instructions and notes for guidance set out on pages 2 and 4.
. If your Alliance Shares are in certificated form, return this Form of
Acceptance, duly completed, signed and accompanied by your share
certificate(s) and/or other document(s) of title by mail or by hand to
Registrar and Transfer Company as forwarding agent, 10 Commerce Drive,
Cranford, New Jersey 07016, as soon as possible, but in any event so as to
arrive no later than 8:00 a.m. (New York time) on November 19, 1999. A
first class reply-paid envelope is enclosed for documents mailed from
within the U.S. and Canada.
. If your Alliance Shares are in uncertificated form (that is, in CREST), you
should return this Form of Acceptance and take the action set out in
Appendix D of the Offer Document to transfer your Alliance Shares to an
escrow balance. For this purpose the participant ID of the escrow agent is
RA06, the member account ID of the escrow agent is ALLR and the Form of
Acceptance Reference Number of this Form of Acceptance (for insertion in
the first eight characters of the shared note field on the TTE instruction)
is shown at the foot of this page. You should ensure that the transfer to
escrow settles no later than 8:00 a.m. (New York time) on Friday, November
19, 1999.
. If you hold Alliance Shares in both certificated and uncertificated form,
you should complete a separate Form of Acceptance for each holding.
Similarly, you should complete a separate Form of Acceptance for Alliance
Shares held in certificated form but under a different designation and for
Alliance Shares held in uncertificated form but under a different account
ID. You can obtain further Forms of Acceptance by contacting IRG plc,
Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ, England (Telephone
number: 011 44 181 639 2000).
. If your Alliance Shares are in certificated form and your share
certificate(s) and/or other document(s) of title are with your bank,
stockbroker or other agent, you should complete and sign this Form of
Acceptance and arrange for it to be delivered by such agent, together with
the relevant document(s).
. Please read Appendix C and Appendix D of the Offer Document, the terms of
which are incorporated in and form part of this Form of Acceptance.
. If you hold Alliance Shares jointly with others, you must arrange for all
your co-holders to sign this Form of Acceptance.
If you are in any doubt as to how to fill in this Form of Acceptance, please
contact IRG plc, Balfour House, 390/398 High Road, Ilford, Essex IG1 1NQ,
England (Telephone number: 011 44 181 639 2000 New Issue Department).
Page 2
How to complete this Form of Acceptance
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[1] The Offer be deemed to have accepted the Offer in Complete here->
To accept the Offer, insert in Box 1 the total respect of your entire holding of Alliance
number of Alliance Shares for which you Shares (being your entire holding under the
wish to accept the Offer. name and address specified in Box 3 or, if
You must sign Box 2 in accordance with the your Alliance Shares are in CREST under the
instructions set out herein and complete participant ID and member account ID
Box 3 and, if appropriate, Box 4. specified in Box 4. CREST participants are
If no number, or a number greater than requested to insert in Box 1 the same number
your entire holding of Alliance Shares, is of Alliance Shares as entered in the related
inserted in Box 1 and you have signed TTE instruction.
Box 2, you will
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Signatures Sign here->
[2] You must sign Box 2 regardless of which acceptance is not made by the registered
other box(es) you complete and, in the case holder(s), insert the name(s) and capacity (e.g.
of a joint holding, arrange for all other joint executor) of the person(s) making the
holders to do likewise. Each holder must acceptance. A company may either execute
sign in the presence of a witness. The under seal, the seal being affixed and
witness must be over 18 years of age and witnessed in accordance with its charter
must not be one of the joint registered documents or, if applicable, in accordance with
holders. The same witness may witness section 36A of the 1985 Companies Act of
each signature of the joint holders. If the England and Wales.
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[3] Full name(s) and address(es) Complete here->
Complete Box 3 with the full name and
address of the sole or first-named
registered holder together with the full
names and addresses of all other joint
holders in BLOCK CAPITALS.
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[4] Participant ID and member account ID participant ID and member account ID inserted Complete here->
If your Alliance Shares are in CREST, you in Box 4, the Form of Acceptance Reference
must insert in Box 4 the participant ID and Number of this Form of Acceptance and the
member account ID under which such other information specified in Appendix D of the
Alliance Shares are held by you in CREST. Offer Document. The Form of Acceptance
You must also transfer (or procure the Reference Number appears at the foot of page
transfer of) the Alliance Shares concerned 1 of this Form of Acceptance.
to an escrow balance, specifying in the TTE
instruction, the
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[5] Alternative address Complete here->
Insert in Box 5 your own name and address
or the name and address of the person or
agent (for example, your bank) to whom
you wish the consideration or returned
documents to be sent if not the same as in
Box 3.
Page 3
Please complete as explained on pages 2 and 4 in BLOCK CAPITALS
To accept the Offer: Complete Box [1] and Box [3] (and if appropriate Box
[4]) , and sign Box [2].
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Number of Alliance Shares
--------------------------------------
[1] No. of Alliance Shares for which
you are accepting the Offer
--------------------------------------
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Sign here to accept the Offer
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Sign and delivered as a deed by: Witnessed by:
[2] 1 ______________________ 1 Name ________________________ Address__________________________________
________________________________ Signature________________________________
2 ______________________ 2 Name ________________________ Address__________________________________
________________________________ Signature________________________________
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NOTE: THE SIGNATURE OF EACH REGISTERED HOLDER SHOULD BE WITNESSED
Full name(s) and address(es) (To be completed in BLOCK CAPITALS)
[3] -------------------------------------------------------------------------------------------------------------------
First-registered holder Second-registered holder
First Name(s) ______________________________________ First Name(s) ________________________________________
Last Name (Mr/Mrs/Miss/Title)_______________________ Last Name (Mr/Mrs/Miss/Title) ________________________
Address_____________________________________________ Address_______________________________________________
__________________________________Postal Code_______ _______________________________Postal Code____________
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Participant ID and member account ID
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Complete these Boxes only if your Alliance Shares are in CREST
[4] -----------------------------------------------------------------------------------------------------------------
Participant ID _________________________________________ Member account ID ______________________________________
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------------------------------
FOR USE BY THE REGISTRAR
[5] Alternative Address
Address, if not as specified in Box 3, to which consideration
and/or other document(s) is/are to be sent
Name __________________________________________________________
Address________________________________________________________
__________________________________Postal Code _________________
To be completed in BLOCK CAPITALS
------------------------------
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Page 4
Additional notes regarding the completion of this Form of Acceptance
In order to avoid inconvenience and delay, the following points may assist
you:
1. If a holder is away from home (e.g. abroad or on holiday):
Send this Form of Acceptance by the quickest means (e.g. air mail) to the
holder for execution or, if he has executed a power of attorney, have this
Form of Acceptance signed by the attorney. In the latter case, the power of
attorney should be delivered with this Form of Acceptance. No other
signatures are acceptable.
2. If you have sold all, or wish to sell part, of your holding of Alliance
Shares:
If you have sold all your holding of Alliance Shares, you should at once
send this Form of Acceptance to the purchaser or to the stockbroker, bank
or other agent through whom you made the sale for transmission to the
purchaser. If your Alliance Shares are in certificated form and you wish to
sell part of your holding of Alliance Shares and also wish to accept the
offer in respect of the balance but are unable to obtain the balance
certificate by 8:00 a.m. (New York time) on Friday, November 19, 1999, you
should ensure that the stockbroker or other agent through whom you make the
sale obtains the appropriate endorsement or indication, signed on behalf of
the Registrar of Alliance, IRG plc, Balfour House, 390/398 High Road,
Ilford, Essex IG1 1NQ, England, in respect of the balance of your holding
of Alliance Shares.
3. If the sole holder has died:
If grant of probate or letters of administration has/have been registered
with the Registrar of Alliance, IRG plc, this Form of Acceptance must be
signed by the personal representative(s) of the deceased holder, each in
the presence of a witness, and returned to Registrar and Transfer Company
as forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016.
If grant of probate or letters of administration has/have not been
registered with IRG plc, the personal representative(s) or prospective
personal representative(s) should sign this Form of Acceptance and forward
it to Registrar and Transfer Company as forwarding agent, 10 Commerce
Drive, Cranford, New Jersey 07016 1, together, if the Alliance shares are
held in certificated form, with the share certificate(s) and/or other
document(s) of title. However, grant of probate or letters of
administration must be delivered before the consideration due under the
Offer can be forwarded to the personal representative(s).
4. If one of the joint holders has died:
This Form of Acceptance is valid if signed by the surviving holder(s) and,
if the Alliance Shares are held in certificated form, delivered with the
shares certificate(s) and/or other document(s) of title and, in all cases,
death certificate(s), grant of probate or letters of administration of the
deceased holder.
5. If your Alliance Shares are in certificated form and the certificate(s) are
held by your stockbroker, bank or other agent:
If your share certificate(s) and/or other document(s) of title is/are with
your stockbroker, bank or other agent, you should complete this Form of
Acceptance and, if the certificate(s) is/are readily available, arrange for
it/them to be delivered by such agent to Registrar and Transfer Company as
forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016,
accompanied by the share certificate(s) and/or other document(s) of title.
If the certificate(s) is/are not readily available, deliver this Form of
Acceptance with Registrar and Transfer Company as forwarding agent, 10
Commerce Drive, Cranford, New Jersey 07016, duly completed together with a
note saying e.g. "certificates to follow", and arrange for the
certificate(s) to be forwarded as soon as possible thereafter. (It will be
helpful for your agent to be informed of the full terms of the Offer.)
6. If your Alliance Shares are in certificated form and any share certificate
has been lost:
Complete and deliver this Form of Acceptance together with a letter of
explanation and any available certificate(s) with Registrar and Transfer
Company as forwarding agent, 10 Commerce Drive, Cranford, New Jersey 07016.
You should then write to the Registrar of Alliance, IRG plc, Balfour House,
390/398 High Road, Ilford, Essex IG1 1NQ, England for a letter of indemnity
which should be completed in accordance with the instructions given and
delivered to IRG plc, at the address given on page 1, in support of this
Form of Acceptance.
7. If your Alliance Shares are in CREST:
You should take the action set out in Appendix D of the Offer Document to
transfer your Alliance Shares to an escrow balance. You are reminded to
keep a record of the Form of Acceptance Reference Number (which appears on
page 1 of this Form of Acceptance) so that such Number can be inserted in
the TTE instruction.
If you are a CREST sponsored member, you should refer to your CREST sponsor
before completing this Form of Acceptance, as only your CREST sponsor will
be able to send the necessary TTE instruction to CRESTCo.
8. If your full name or other particulars differ from those appearing on your
share certificate:
(a) Incorrect name e.g.:
Name on the certificate James Smith
Correct name James Smythe
complete this Form of Acceptance with the correct name and deliver it,
accompanied by a letter from your bank, stockbroker, or solicitor
confirming that the person described on the certificate and the person
who has signed this Form of Acceptance are one and the same.
(b) Incorrect address: write the correct address in Box 3 of this Form of
Acceptance.
(c) Change of name: deliver your marriage certificate or other evidence of
the change of name with this Form of Acceptance for noting.
New Alliance reserves the right to treat as valid any acceptance of the
Offer which is not entirely in order or which is not accompanied by the
relevant transfer to escrow or (as appropriate) the relevant share
certificate(s) and/or other document(s) of title. In that event, no
issuance of new Alliance common stock under the offer will be made until
after the relevant transfer to escrow has been made or (as appropriate) the
relevant share certificate(s) and/or other document(s) of title or
indemnities satisfactory to new Alliance have been received.
Page 5
IMPORTANT TAX INFORMATION
Under United States federal income tax law, each shareholder of Alliance
("Alliance Shareholder") whose Alliance Shares are exchanged for American Rivers
Oil Company Common Stock is required to provide Registrar and Transfer Company
with the Alliance Shareholder's correct TIN on Substitute Form W-9 below. If the
holder is an individual, the TIN is his or her social security number. If
Registrar and Transfer Company is not provided with the correct TIN, the holder
may be subject to a $50 penalty imposed by the Internal Revenue Service (the
"IRS"). In addition, payments that are made to such holder with respect to
Alliance Shares tendered pursuant to the Exchange Offer may be subject to backup
withholding of 31%. If backup withholding results in an over-payment of the
taxes, a refund may be obtained.
Certain Alliance Shareholders (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that holder must submit a Form W-8, signed under penalties of
perjury, attesting to that individual's exempt status. A Form W-8 can be
obtained from Registrar and Transfer Company. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a holder with
respect to Alliance Shares tendered pursuant to the Exchange Offer, the Alliance
Shareholder is required to notify Registrar and Transfer Company of his correct
TIN by completing the Substitute Form W-9 below certifying that the TIN provided
thereon is correct (or that such holder is awaiting a TIN) and that (i) the
holder has not been notified by the IRS that he or it is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the holder that he or it is no longer subject to backup
withholding.
What Number to Give Registrar and Transfer Company
The holder is required to give Registrar and Transfer Company the social
security number or employer identification number of the beneficial owner of the
Alliance Shares. If the Alliance Shares are in more than one name or are not in
the name of the actual beneficial owner, consult the Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on the number to report.
Page 6
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PAYER'S NAME
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SUBSTITUTE FORM W-9 Part I - PLEASE PROVIDE YOUR Social Security Number
TIN IN THE BOX AT RIGHT AND OR Employer Identification
Department of the Treasury Internal CERTIFY BY SIGNING AND Number
Revenue Service Payer's Request DATING BELOW
for Taxpayer Identification Number -----------------------
(If awaiting TIN write "Applied For")
(TIN)
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Part II - For Payees exempt from backup withholding, see the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
instructed therein.
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Certification - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me); and
(2) I am not subject to backup withholding either because I have not been
notified by the Internal Revenue Service (IRS) that I am subject to
backup withholding as a result of a failure to report all interest or
dividends, or the IRS has notified me that I am no longer subject to
backup withholding.
Certification Instructions - You must cross out item (2) above if you
have been notified by the IRS that you are subject to backup withholding
because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that
you were no longer subject to backup withholding, do not cross out item
(2). (Also see instructions in the enclosed Guidelines.)
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SIGNATURE ________________________________________ DATE______________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATIONS OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER--
Social Security numbers have nine digits separated by two hyphens; i.e. 000-00-
0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e., 00-0000000. The table below will help determine the number to give
the payer.
FOR THIS TYPE OF ACCOUNT GIVE THE SOCIAL SECURITY NUMBER OF:
1. An individual's account The individual
2. Two or more individuals The actual owner of the account or, if combined funds,
(joint account) the first individual on the account (1)
3. Husband and wife (joint The actual owner of the account or, if joint funds, the
account) first individual on the account (1)
4. Custodian account of a The minor(2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the minor is the only
account) contributor, the minor(1)
6. Account in the name of Incompetent person(3)
guardian or committee for
a designated ward, minor
or incompetent person
7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also grantee)
b. So-called trust The actual owner(1)
account that is not a
legal or valid trust under
State law
8. Sole proprietorship account The owner(4)
9. A valid trust, estate, or The legal entity (Do not furnish the
pension trust identifying number of the personal
representative or trustee unless the
legal entity itself is not designated in the
account title.)(5)
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Page 7
10. Corporate account The corporation
11. Religious charitable, or The organization
educational organization
account
12. Partnership account held The partnership
in the name of the business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government, school
district, or person) that
receives agricultural
program
_____________________________________________________
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate, or pension
trust.
NOTE: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service and apply for a number.
PAYEE EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a), or an individual
retirement plan, or a custodial account under Section 403(b)(7).
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a).
. An exempt charitable remainder trust, or a nonexempt trust described in
section 4947(a)(1).
. An entity registered at all times under the Investment Company Act of 1940.
A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
. Payments to nonresident aliens subject to withholding under section 1441.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
Page 8
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
. Payments described in section 6049(b)(5) to non-resident aliens.
. Payments on tax-free covenant BONDS under section 1451.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
Exempt payees described above should file a Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH
YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM,
SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.
Certain payments other than interest, dividends, and patronage dividends,
that are not subject to information reporting are also not subject to backup
withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049,
6050A, and 6050N, and the regulations under those sections.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. Payers must be given
the numbers whether or not recipients are required to file a tax return. Payers
must generally withhold 31% of taxable interest, dividend, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.-- Willfully falsifying
certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE
Unless otherwise noted herein, all references to section numbers or
regulations are references to the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder.