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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)
L. Michael Underwood, LMU & Company, 1200 17th Street,
Suite 1000, Denver, CO 80202
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 15, 1996
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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).
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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
LMU & Company
I.R.S. Identification No. 84-1326365
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 LMU & Company is a Colorado
corporation
Number of 7. Sole Voting Power
Shares 500,000
Beneficially
Owned by 8. Shared Voting Power
Each
Reporting
Person 9. Sole Dispositive Power
With 500,000
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person $500,000
(includes currently exercisable options to purchase 400,000 shares of
Common Stock at an exercise price of $1.00 per share).
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
15.6%
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
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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 LMU & Company
(b) The mailing address and principal business address of the
Reporting Person is:
LMU & Company
1200 17th Street, Suite 1000
Denver, CO 80202
(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 Colorado corporation.
Item 3. Source and Amount of Funds or Other Consideration
On March 15, 1996, LMU & Company acquired 100,000 shares of the
Issuer's Common Stock, $.01 par value, and Options to purchase 400,000
shares of the Issuer's Common Stock, $.01 par value, at an exercise
price of $1.00 per share, exercisable immediately for five years, in
consideration of consulting services provided to the Issuer by LMU &
Company in connection with an Asset Purchase Agreement and certain
future consulting services to be provided by LMU & Company.
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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
(a) The Reporting Person may be deemed to beneficially own
500,000 shares of Common Stock of the Issuer (includes
currently exercisable Options to purchase 400,000 shares of
the Issuer's Common Stock at an exercise price of $1.00 per
share), representing 15.6% of the Issuer's outstanding
Common Stock.
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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 500,000 shares reported herein.
(c) The transactions effected within the past 60 days are as
follows:
On March 15, 1996, LMU & Company acquired 100,000 shares of
the Issuer's Common Stock, $.01 par value and Options to
purchase 400,000 shares of the Issuer's Common Stock, $.01
par value, at an exercise price of $1.00 per share,
exercisable immediately for five years, in consideration of
consulting services provided to the Issuer by LMU & Company
in connection with an Asset Purchase Agreement and certain
future consulting services to be provided by LMU & Company.
(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 its knowledge and belief,
LMU & Company certifies that the information set forth in this statement is
true, complete and correct.
Dated: March 22, 1996 LMU & COMPANY, INC.
By /s/ L. MICHAEL UNDERWOOD
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L. Michael Underwood, President
Attention Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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