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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES ACT OF 1934
(AMENDMENT NO._____________)*
American Rivers Oil Company (formerly, Metro Capital Corporation)
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
029328 10 1
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(CUSIP Number)
Robert J. Thrailkill, 716 College View Drive, Riverton, Wyoming 82501
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 11, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. Name of Reporting Person
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SCHEDULE 13D
CUSIP NO. 029328 10 1 2 of 5 Pages
Social Security or I.R.S. Identification No. of above Person
Robert J. Thrailkill
Soc. Sec. No. ###-##-####
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ ] B
3. Sec Use Only
4. Source of Funds*
00
5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
Mr. Thrailkill is a citizen of the United States of America.
Number of 7. Sole Voting Power
Shares 86,250
Beneficially
Owned by 8. Shared Voting Power
Each
Reporting
Person 9. Sole Dispositive Power
With 86,250
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
86,250 (includes currently exercisable options to acquire 40,000
shares of Common Stock).
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Representing by Amount in Row (11)
5.2%
14. Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
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SCHEDULE 13D
CUSIP NO. 029328 10 1 3 of 5 Pages
ITEM 1. SECURITY AND ISSUER
Common Stock, $.01 par value
AMERICAN RIVERS OIL COMPANY
700 East Ninth Avenue, Suite 106
Denver, Colorado 80203
ITEM 2. IDENTITY AND BACKGROUND
(a) The Reporting Person is Robert J. Thrailkill.
(b) The mailing address and principal business address of the Reporting
Person is:
Robert J. Thrailkill
Bishop Capital Corporation
716 College View Drive
Riverton, WY 82501
(c) Reporting Person is Vice-President - Operations of Bishop Capital
Corporation, a wholly-owned subsidiary of the Issuer whose address is
716 College View Dr., Riverton, WY 82501.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
(f) Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 11, 1995, Robert J. Thrailkill acquired 5,000 shares of Common
Stock of the Issuer pursuant to the Issuer's 1987 Stock Bonus Plan and
acquired options to purchase 10,000 shares of Common Stock of the Issuer,
exercisable at $1.50 per share for ten years, pursuant to the Issuer's 1992
Stock Option Plan. This acquisition resulted in Mr. Thrailkill's
beneficial ownership exceeding 5.00% of the Issuer's Common Stock.
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SCHEDULE 13D
CUSIP NO. 029328 10 1 4 of 5 Pages
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the securities of the Issuer as reported
herein for investment purposes.
Except as otherwise stated herein, the Reporting Person has no plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER
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SCHEDULE 13D
CUSIP NO. 029328 10 1 5 of 5 Pages
(a) The Reporting Person may be deemed to beneficially own 86,250 shares
of Common Stock of the Issuer, representing 5.2% of the Issuer's
outstanding Common Stock as of November 6, 1995. The 86,250 shares
beneficially owned by Robert J. Thrailkill include currently
exercisable options to acquire 40,000 shares of the Issuer's Common
Stock.
(b) The Reporting Person has sole power to vote or to direct the vote and
sole power to dispose or direct the disposition of all 86,250 shares
reported herein.
(c) The transactions effected within the past 60 days are as follows:
None.
(d) No other person has the right or the power to direct the receipt of
dividends or the proceeds from the sale of the securities reported
herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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: January 30, 1996
/s/ Robert J. Thrailkill
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Robert J. Thrailkill
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
