- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
Date of Report (Date of earliest event reported): DECEMBER 8, 1999
AROC INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-85237 74-2932492
- -------------------------------- ------------------ --------------------
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
4200 EAST SKELLY DRIVE, SUITE 1000, TULSA, OKLAHOMA 74135
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 491-1100
AMERICAN RIVERS OIL COMPANY, A DELAWARE CORPORATION
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
1
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
--------------------------------
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
------------------------------------
Effective December 8, 1999, (i) AROC Inc. (the "Company"), a Delaware
company formerly named American Rivers Oil Company, completed its exchange offer
(the "Offer") for all of the outstanding ordinary shares (the "Alliance Shares")
of (pound)0.01 each of Alliance Resources Plc ("Alliance"), a U.K. public
limited company, and (ii) American Rivers Oil Company ("American Rivers"), a
Wyoming corporation, merged (the "Merger") into a wholly-owned subsidiary of the
Company. These transactions were effected pursuant to an Exchange and Merger
Agreement, dated July 22, 1999 and amended October 13, 1999, by and among the
Company, American Rivers, and Alliance.
At the expiration of the Offer on December 7, 1999, the Company had
received tenders of 38,071,995 (80.2%) of the Alliance Shares in the Offer, all
of which were accepted. Holders of Alliance Shares who accepted the Offer will
receive one share of Company common stock, $.001 par value (a "Company Share"),
for each Alliance Share tendered.
The Merger was approved by the holders of (i) more than 67% of the
outstanding shares of American Rivers, all of which, through the Merger, are
converted into the right to receive .11 Company Shares. Shareholders of American
Rivers will be mailed instructions regarding the exchange of their share
certificates within the next few days.
The Company Shares are expected to be traded on the U.S.
over-the-counter market and to be available to begin trading on December 9,
1999. The Company has been informed that Harris, Webb & Garrison intends to act
as a market maker for the Company Shares. As of December 8, 1999, the Company
has a total of 39,269,189 Company Shares and 10,000,000 convertible restricted
voting shares outstanding. The Company holds all of the outstanding share
capital of American Rivers and 38,071,995 (80.2%) of the outstanding Alliance
Shares. The remaining Alliance Shares continue to be held by shareholders
unaffiliated with the Company, but may, from time to time, be exchanged for
Company Shares at the ratio of one Company Share for each Alliance Share.
The Company has applied to the London Stock Exchange to have the
remaining Alliance Shares delisted, as is typical for transactions of this type
in the U.K. The date on which the cancellation of the listing of the Alliance
Shares on the London Stock Exchange will take effect is anticipated to be
January 11, 2000. The Company intends to seek to acquire as soon as possible all
of the remaining Alliance Shares and will consider what procedures may be
available to accomplish this objective.
The Offer, the Merger and the related transactions are described in
greater detail in the Information Statement/Prospectus of the Company dated
October 15, 1999.
Some statements are contained in this document regarding future events
or otherwise are not historical facts. These statements are "forward-looking
statements" and may be subject to numerous risks, uncertainties and assumptions,
including changes in general economic conditions
1
<PAGE>
or legal or regulatory requirements in the United States or the United Kingdom,
the level of investor interest in and trading activity in the Company's Shares,
and conditions in capital markets generally.
2
<PAGE>
ITEM 5. OTHER EVENTS
------------
Effective upon completion of the Merger and the Offer, the name of the
Company has been changed to AROC Inc.
Also in connection with the completion of the Merger and the Offer, the
Board of Directors of the Company determined that, to reduce the franchise tax
expense for the Company, the authorized shares of the Company should be reduced.
Therefore, the Certificate of Incorporation of the Company has been amended
effective December 8, 1999, to provide that the authorized shares of the Company
are as follows: The total number of shares of all classes of stock that the
Company has authority to issue is 120,000,000 shares, consisting of 100,000,000
shares of common stock, par value $0.001 per share, 10,000,000 shares of
preferred stock, par value $0.001 per share, and 10,000,000 shares of
convertible restricted voting stock, par value $0.001 per share. All other
provisions of the Certificate of Incorporation remain as described in the
Information Statement/Prospectus of the Company dated October 15, 1999.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
---------------------------------
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable
(B) PRO FORMA FINANCIAL INFORMATION.
Not applicable
(C) EXHIBITS
3.1 Certificate of Amendment dated December 8, 1999, to
Certificate of Incorporation of the Company.
3
<PAGE>
SIGNATURES
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.
AROC INC.
(Registrant)
Date: December 9, 1999 By: /s/ John A. Keenan
--------------------------------------------
Name: John A. Keenan
Title: President and Chief Executive Officer
4
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------
3.1 Certificate of Amendment dated December 8, 1999, to Certificate of
Incorporation of the Company
5
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
AMERICAN RIVERS OIL COMPANY
It is hereby certified that:
1. The name of the corporation (hereinafter called the "corporation")
is American Rivers Oil Company.
2. The certificate of incorporation of the corporation is hereby
amended by striking out Article I thereof and by substituting in lieu of said
Article the following new Article:
ARTICLE I
1. The name of the corporation is AROC Inc. (the "Corporation").
2. The certificate of incorporation of the corporation is further
hereby amended by striking out Section 1 of Article V thereof and by
substituting in lieu of said Section the following new Section:
SECTION 1. The total number of shares of all classes of stock that the
Corporation shall have authority to issue is 120,000,000 shares,
consisting of 100,000,000 shares of common stock, par value $0.001 per
share ("Common Stock"), 10,000,000 shares of preferred stock, par value
$0.001 per share ("Preferred Stock"), and 10,000,000 shares of
convertible restricted voting stock, par value $0.001 per share ("CRV
Stock").
3. That the Certificate of Amendment has been approved by the
Corporation pursuant to a resolution of its Board of Directors.
4. That the Certificate of Amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
5. That the Certificate of Amendment shall become effective immediately
upon filing with the Secretary of State of the State of Delaware.
<PAGE>
IN WITNESS WHEREOF, this Certificate of Amendment has been duly
executed as of the 8th day of December, 1999.
/s/ Karlton Terry
----------------------------------------
Karlton Terry, President
