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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. )*
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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)
Karlton Terry, American Rivers Oil Company, 700 East 9th Avenue,
Suite 106, Denver, Colorado 80203
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 8, 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 029328 10 1 2 OF 5 Pages
1. Name of Reporting Person
Social Security or I.R.S. Identification No. of above Person
Francarep, Inc.
I.R.S. Identification No. 13-2915594
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 Francarep is a Wyoming
Organization Organization
Number of 7. Sole Voting Power
Shares 275,000
Beneficially
Owned by 8. Shared Voting Power
Each
Reporting
Person 9. Sole Dispositive Power
With 275,000
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person 275,000
(includes 275,000 Class B Common shares currently convertible into
275,000 shares of Common Stock).
12. Check If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
12.0%
14. Type of Reporting Person*
CO
*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
<PAGE>
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 Francarep, Inc.
(b) The mailing address and principal business address of the
Reporting Person is:
Francarep, Inc.
50 Av. des Champs-Elysees
75008 Paris, France
(c) Not Applicable.
(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 Wyoming corporation.
Item 3. Source and Amount of Funds or Other Consideration
On December 8, 1995, Francarep, Inc. acquired 275,000 shares of Class B
Common Stock of the Issuer which is currently convertible into 275,000
shares of the Issuer's Common Stock in consideration of the transfer of
working interests in oil and gas properties from Francarep, Inc. to the
Issuer.
Item 4. Purpose of Transaction
The Reporting Person acquired the securities of the Issuer as reported
herein for investment purposes.
<PAGE>
SCHEDULE 13D
CUSIP NO. 029328 10 1 4 OF 5 Pages
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
(a) The Reporting Person may be deemed to beneficially own 275,000
shares of Common Stock of the Issuer (which represent 275,000
shares of Class B Common Stock which are currently convertible
into 275,000 shares of Common Stock), representing 12.0% of
the Issuer's outstanding Common Stock.
<PAGE>
SCHEDULE 13D
CUSIP NO. 029328 10 1 5 OF 5 Pages
(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 275,000 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: March 20, 1996 FRANCAREP, INC.
By /s/ GEORGES BABINET
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Georges Babinet, President
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18
U.S.C. 1001).
<PAGE>
