SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 1, 1996
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(Date of Report)
American Rivers Oil Company
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(Exact Name of Registrant as specified in its charter)
WYOMING
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(State or other jurisdiction of incorporation)
0-10006 84-0839926
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(Commission File Number) (IRS Employer Identification Number)
700 East 9th Avenue, Suite 106, Denver, Colorado 80203
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(Address of principal executive offices including zip code)
(303) 832-1117
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(Registrant's telephone number including area code)
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(Former name or former address, if changed since last report)
This report consists of 3 sequentially numbered pages.
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Item 5. Other Events.
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American Rivers Oil Company (NASDAQ-AROC) announced today that it signed a
letter of intent to merge with Opon Development Company (ODC) subject to, among
other conditions, negotiation and execution of a definitive agreement, obtaining
of project financing for ODC's Colombian project and shareholder approval of
both companies. A copy of the letter of intent is attached hereto as Exhibit
5.1. American Rivers would be the surviving entity in the merger. ODC's only
asset is a 4.55% working interest in and to the prolific Opon oil and gas field
in Colombia, South America which is operated by Amoco Colombia Petroleum Corp.,
with Hondo Magdalena Oil & Gas Company being the other partner. Upon conclusion
of the merger ODC shareholders would own 90- 95% of American Rivers and ODC
management would operate the company. American Rivers' current oil and gas
operations are expected to continue. The merger is expected to be completed in
the first quarter of 1997 but there is no assurance that the transaction will be
completed.
The Opon field is one of the most significant oil and gas finds in the
western hemisphere in recent years. While already proven to be extensive, the
long term potential of the Opon region has yet to be determined. ODC and AROC
are in discussion with NM Rothschild & Sons Limited regarding project finance.
The Company is pleased to have the opportunity to bring ODC's very experienced
management to the Company. The Company is also in discussions with, and expects
to engage Rothschild Natural Resources for financial and advisory support.
American Rivers further announced that it will spin-off its Bishop Capital
Corporation subsidiary (which has a net worth of approximately $2 million) to
holders of common stock on record date November 18, 1996. The Company also
completed private equity funding of $940,000 for development of its River Lease
Prospects and acquiring additional production.
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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 hereunto duly authorized.
AMERICAN RIVERS OIL COMPANY
Date: November 12, 1996 By /s/ Jubal Terry
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Jubal Terry, Vice-President
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