AMERICAN RIVERS OIL COMPANY
700 E. 9th Avenue, Suite 106
Denver, Colorado 80203
NOTICE OF SPECIAL
MEETING OF SHAREHOLDERS
To Be Held on June 26, 1996
June 14, 1996
TO THE SHAREHOLDERS OF AMERICAN RIVERS OIL COMPANY:
A Special Meeting of Shareholders of American Rivers Oil Company, a Wyoming
corporation (the "Company"), will be held at the Company's offices, 700 E. 9th
Avenue, Suite 106, Denver, Colorado 80203, on June 26, 1996, at 10:00 a.m. MDT,
to consider and take action on:
1. A proposal to amend the Articles of Incorporation to eliminate the
super-voting provision of the Class B Common Stock and provide the same voting
terms as the Company's Common Stock, one share one vote. (Requires the
affirmative vote of a majority of the outstanding shares.)
2. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The statement of the proposals of the Board of Directors set forth above is
intended only as a summary, and is qualified in its entirety by the information
relating to the proposals set forth in the accompanying Proxy Statement.
Only holders of record of Common Stock at the close of business on May 28,
1996 will be entitled to notice of and to vote at this Special Meeting, or any
postponements or adjournments thereof.
Date: June 14, 1996 By Order of the Board of Directors:
Karlton Terry, President
YOU ARE URGED TO DATE, SIGN AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR
SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES. THE GIVING OF SUCH PROXY
DOES NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.
YOUR VOTE IS IMPORTANT
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PROXY
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AMERICAN RIVERS OIL COMPANY
700 E. 9th Avenue, Suite 106
Denver, Colorado 80203
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
KNOW ALL MEN BY THESE PRESENTS: That the undersigned stockholder of
American Rivers Oil Company ("the Company") hereby constitutes and appoints
Karlton Terry and Jubal Terry, or either of them, as attorneys and proxies, to
appear, attend and vote all of the shares of the Common Stock and/or Class B
Common Stock of American Rivers Oil Company standing in the name of the
undersigned at the Special Meeting of Shareholders of the American Rivers Oil
Company to be held at the Company's offices, 700 E. 9th Avenue, Suite 106,
Denver, Colorado 80203, on June 26, 1996 at 10:00 a.m. MDT and at any
postponements or adjournments thereof:
To consider and vote upon an amendment to the Articles of Incorporation of
the Company to eliminate the super-voting provision of the Class B Common Stock
and provide the same voting terms as the Common Stock, one share one vote.
(Requires the affirmative vote of a majority of the votes entitled to be cast.)
FOR _______ AGAINST _______ ABSTAIN _______
2. To transact such other business as may properly come before the meeting.
The shares represented hereby will be voted as specified hereon with
respect to proposal one, but they will be voted FOR proposal one if no
specification is made. This Proxy will be voted in accordance with the
discretion of the proxies on any other business.
Please mark, date and sign your name exactly as it appears hereon and
return the Proxy in the enclosed envelope as promptly as possible. It is
important to return this Proxy properly signed in order to exercise your right
to vote if you do not attend the meeting and vote in person. When signing as
agent, partner, attorney, administrator, guardian, trustee or in any other
fiduciary or official capacity, please indicate your title. If stock is held
jointly, each joint owner must sign.
Date: ____________, 1996 ---------------------------------------
Signature(s)
Address if different from that on label:
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Street Address
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City, State and Zip Code
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Number of shares
Please check if you intend to be present at the meeting: ______
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AMERICAN RIVERS OIL COMPANY
700 E. 9th AVENUE, SUITE 106
DENVER, COLORADO 80205
PROXY STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 1996
June 14, 1996
THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH A SOLICITATION OF
PROXIES (IN THE FORM ENCLOSED) BY THE BOARD OF DIRECTORS OF AMERICAN RIVERS OIL
COMPANY (THE "COMPANY") TO BE USED AT THE SPECIAL MEETING OF SHAREHOLDERS AT
10:00 A.M. MDT, ON JUNE 26, 1996 AT THE COMPANY'S OFFICES, 700 E. 9TH AVENUE,
SUITE 106, DENVER, COLORADO 80203. THE PROXY AND PROXY STATEMENT WILL BE MAILED
TO SHAREHOLDERS ON OR ABOUT JUNE 14, 1996.
REVOCABILITY OF PROXY
If the enclosed Proxy is executed and returned, it will be voted on the
proposals as indicated by the shareholder. The Proxy may be revoked by the
shareholder at any time prior to its use by notice in writing to the Secretary
of the Company, by executing a later dated proxy and delivering it to the
Company prior to the meeting or by voting in person at the meeting.
SOLICITATION
The cost of preparing, assembling and mailing the Notice of Meeting, Proxy
Statement and Proxy (the "Proxy Materials"), miscellaneous costs with respect to
the Proxy Materials and solicitation of the Proxies will be paid by the Company.
The Company also may use the services of its directors, officers and employees
to solicit Proxies, personally or by telephone and telegraph, but at no
additional salary or compensation. The Company intends to request banks,
brokerage houses and other custodians, nominees and fiduciaries to forward
copies of the Proxy Materials to those persons for whom they hold such shares
and request authority for the execution of the Proxies. The Company will
reimburse them for the reasonable out-of-pocket expenses incurred by them in so
doing.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
Shareholders of record at the close of business on May 28, 1996 will be
entitled to vote on all matters. On the record date the Company had 2,891,770
shares of Common Stock ($.01 par value) (the "Common Stock") outstanding, and
7,267,820 shares of Class B Common Stock ($.01 par value) outstanding. The
holders of the Common Stock are entitled to one vote per share, and the holders
of Class B Common Stock have agreed to limit their voting power to one vote per
share. The Company has no classes of voting securities outstanding other than
its Common Stock and Class B Common Stock. One third of the issued and
outstanding shares of all classes of voting securities entitled to vote,
represented in person or by proxy, constitutes a quorum at any shareholders'
meeting. Broker non-votes and abstentions will be counted for purposes of
determining a quorum; however, they will not be counted as votes cast.
Therefore, such votes will not have the effect of a negative vote or a vote
against Proposal Number One.
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Ownership of Class B Common Stock and Common Stock by Principal Shareholders and
Management
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The following table sets forth certain information as of May 28, 1996 with
respect to each person known by the Company to be the beneficial owner of more
than five percent of the Company's Class B Common Stock and Common Stock and by
each director and executive officer individually and as a group.
<TABLE>
<CAPTION>
Number % of Voting
Title of Class Name and Address of Shares % of Class Securities (1) Title
- -------------- ---------------- ---------- ---------- -------------- -----
<S> <C> <C> <C> <C> <C>
Class B Karlton Terry 5,555,522 (2) 76.4% 54.7% Chairman,
Common Stock 700 E. 9th Ave., Suite 106 President
Denver, Colorado 80203 and CEO
Class B Jubal Terry 1,159,353 (3) 16.0% 11.4% Secretary/
Common Stock 700 E. 9th Ave., Suite 106 Treasurer
Denver, Colorado 80203 Director
Class B Denis Bell 192,945 (4 ) 2.6% 3.6% Director
Common Stock 700 E. 9th Ave., Suite 106
Denver, Colorado 80203
Common Stock Robert E. Thrailkill 459,880 (5) 15.3% 4.5% N/A
716 College View Drive
Riverton, Wyoming 82501
Common Stock LMU & Company 500,000 (6 ) 15.2% 4.7% N/A
1200 17th Street,
Suite 1000
Denver, Colorado 80202
Common Stock Francarep, Inc. 275,000 9.5% 2.7% N/A
50 Av. des Champs-Elysees
75008 Paris, France
Common Stock Denis Bell 175,000 (4) 6.1% 3.6% Director
700 E. 9th Ave., Suite 106
Denver, Colorado 80203
All executive officers and directors as a group 7,082,820 69.7%
(three persons)
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1 The holders of Common Stock are entitled to one vote per share. The
holders of Class B Common Stock are entitled to superior voting rights,
but have agreed to limit their vote to that of Common Stock, i.e. one
vote per share.
2 Includes 1,490,957 shares owned directly and 4,064,565 shares owned
indirectly through Karlton Terry Oil Company, of which Karlton Terry
owns 87.5%
3 Does not include any indirect ownership of shares through Karlton Terry
Oil Company, of which Jubal Terry owns 12.5%.
4 All shares are owned by Haddon, Inc., of which Mr. Bell owns 100% of
Haddon, Inc. The percentage of voting securities includes 192,945 shares
of Class B Common Stock.
5 Includes currently exercisable options to acquire 120,000 shares of
Common Stock.
6 Includes currently exercisable options to acquire 400,000 shares of
Common Stock at $1.00 per share.
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</TABLE>
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PROPOSAL NUMBER ONE
AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
Adoption of the proposed Articles of Amendment to the Articles of
Incorporation will eliminate the super-voting provision of the Class B Common
Stock and provide the same voting terms as the Common Stock, one share one vote.
The proposed amendment is necessary in order for the Common Stock of the Company
to be continued for listing on NASDAQ. All of the holders of Class B Common
Stock have waived their right to more than one vote per share of stock owned.
In order to maintain the NASDAQ listing of the Company's Common Stock, the
Board of Directors has approved and is now recommending to the Company's
shareholders the adoption of the Articles of Amendment to the Articles of
Incorporation to eliminate the super-voting provisions of the Class B Common
Stock. A copy of the Articles of Amendment is available for review at the
Company's offices.
Dilutive Effect. The elimination of super-voting provisions of the Class B
Common Stock will have no dilutive effect on the interest of holders of Common
Stock.
Vote Required
The affirmative vote of a majority of all of the Company's shares
outstanding and entitled to vote will be required to approve this Proposal. The
Company's officers and directors plan to vote their shares in favor of the
amendment.
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OTHER MATTERS
Management does not know of any other matters to be brought before the
meeting. However, if any other matters properly come before the meeting, it is
the intention of the appointee named in the enclosed form of Proxy to vote in
accordance with his best judgment on such matters.
By Order of the Board of Directors:
AMERICAN RIVERS OIL COMPANY
Date: June 14, 1996 Karlton Terry, Chairman of the Board of
Directors
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