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
March 14, 1997
--------------
(Date of Report)
American Rivers Oil Company
----------------------------------------------------
(Exact Name of Registrant as specified in its charter)
WYOMING
--------------------------------------------
(State or other jurisdiction of incorporation)
0-10006 84-0839926
---------------------- ----------------------------------
(Commission File Number) (IRS Employer Identification Number)
700 East 9th Avenue, Suite 106, Denver, Colorado 80203
---------------------------------------------------------
(Address of principal executive offices including zip code)
(303) 832-1117
-------------------------------------------------
(Registrant's telephone number including area code)
-----------------------------------------------------------
(Former name or former address, if changed since last report)
This report consists of 3 sequentially numbered pages.
Item 5. Other Events.
- ------- -------------
See attached Press Release dated February 28, 1997.
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: March 14, 1997 By /s/ Karlton Terry
----------------------------------
Karlton Terry, President
AMERICAN RIVERS OIL COMPANY
ANNOUNCES STATUS OF PROPOSED MERGER
Denver, Colorado February 28, 1997
American Rivers Oil Company (NASDAQ-AROC) announced today that it anticipates
executing an agreement to merge with Opon Development Company (ODC) in the near
future. The transaction was previously announced on November 12, 1996. ODC's
only asset is a 4.55% working interest in and to the 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. Completion of
the merger would be subject to, among other conditions, obtaining project
financing for ODC's Colombian project and shareholder approval of both
companies. The companies intend to merge into a new company whose shares are to
be registered with the Securities and Exchange Commission and issued to acquire
all outstanding American Rivers and ODC shares. Upon conclusion of the merger,
ODC shareholders would own 90-95% of the new company and ODC management would
operate the company. American Rivers' current oil and gas operations are
expected to continue in a subsidiary of the new company. The merger is expected
to be completed in the second quarter of 1997, but there is no assurance that
the transaction will be completed.
American Rivers also 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 prior to completion of
the merger.
For further information contact Karlton Terry (303) 832-1117.