U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the Quarterly Period Ended December 31, 1996
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Transition Period from __________ to _________
Commission file number 0-10006
-------
AMERICAN RIVERS OIL COMPANY
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Wyoming 84-0839926
------------------------------ ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
700 East Ninth Avenue, Suite 106, Denver, CO 80203
-------------------------------------------- --------
(Address of principal executive offices) (Zip Code)
(303) 832-1117
-------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
----- -----
The number of shares outstanding as of February 5, 1997 of the issuer's $.01 par
value Common Stock and $.01 par value Class B Common Stock were 3,580,070 and
7,267,820, respectively.
Transitional Small Business Disclosure Format
(Check one):
Yes No X
----- -----
<PAGE>
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1996
(Unaudited)
ASSETS
Current Assets:
Cash $ 279,110
Oil and gas sales receivable 127,477
-----------
Total current assets 406,587
Oil and Gas Properties, at cost,
using successful efforts method:
Proved properties 3,986,303
Less accumulated depreciation,
depletion and amortization (225,630)
-----------
Net oil and gas properties 3,760,673
Investment in Bishop Capital Corporation 1,780,732
Other Assets 14,560
-----------
$ 5,962,552
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Note payable to bank $ 703,866
Payable to Bishop Capital Corporation 1,770
Current maturities of long-term debt 6,600
Accounts payable and accrued expenses 62,831
-----------
Total current liabilities 775,067
Long-Term Debt, less current maturities 70,584
Stockholders' Equity:
Preferred stock, $.50 par value; 5,000,000 shares
authorized; no shares issued --
Common stock, $.01 par value; 20,000,000 shares
authorized; 4,681,304 issued 46,813
Class B common stock, $.01 par value; 8,000,000 shares
authorized; 7,267,820 issued and outstanding 72,678
Additional paid-in capital 7,773,097
Accumulated deficit (1,039,625)
Less treasury stock, at cost,
1,101,234 of common shares (1,736,062)
-----------
Total stockholders' equity 5,116,901
-----------
$ 5,962,552
===========
See accompanying notes to these consolidated financial statements.
-2-
<PAGE>
<TABLE>
<CAPTION>
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months For the Nine Months
Ended December 31, Ended December 31,
-------------------------- --------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE:
Oil and gas sales $ 223,235 $ 26,887 $ 542,801 $ 76,052
Operator fees 1,500 1,850 4,500 5,600
----------- ----------- ----------- -----------
Total revenue 224,735 28,737 547,301 81,652
EXPENSES:
Oil and gas production costs 106,434 18,736 285,090 45,290
General and administrative 160,619 50,166 405,070 119,249
Depreciation, depletion and amortization 40,000 8,650 101,000 24,490
Provision for impairment of oil property -- 140,451 -- 140,451
----------- ----------- ----------- -----------
Total expenses 307,053 218,003 791,160 329,480
----------- ----------- ----------- -----------
LOSS FROM OPERATIONS (82,318) (189,266) (243,859) (247,828)
OTHER EXPENSE:
Equity in loss of Bishop Capital Corporation 170,796 51,390 404,223 51,390
Professional fees relating to Contributed
Properties -- 145,129 -- 145,129
Nonemployee compensatory common stock
option expense -- 200,000 -- 200,000
Interest expense 21,072 3,093 48,117 12,630
----------- ----------- ----------- -----------
191,868 399,612 452,340 409,149
----------- ----------- ----------- -----------
LOSS BEFORE INCOME TAXES (274,186) (588,878) (696,199) (656,977)
DEFERRED INCOME TAX BENEFIT 95,400 143,900 251,400 169,100
----------- ----------- ----------- -----------
NET LOSS $ (178,786) $ (444,978) $ (444,799) $ (487,877)
=========== =========== =========== ===========
NET LOSS PER SHARE:
Common stock $ (.04) $ (.06) $ (.10) $ (.07)
=========== =========== =========== ===========
Class B common stock $ (.01) $ (.04) $ (.02) $ (.05)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING:
Common stock 3,296,942 1,599,455 3,013,746 1,599,455
=========== =========== =========== ===========
Class B common stock 7,267,820 7,717,820 7,267,820 7,717,820
=========== =========== =========== ===========
See accompanying notes to these consolidated financial statements.
-3-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
December 31,
--------------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (444,799) $ (487,877)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation, depletion and amortization 101,000 24,490
Equity in loss of Bishop Capital Corporation 404,223 51,390
Deferred income tax benefit (251,400) (169,100)
Nonemployee compensatory stock option expense -- 200,000
Provision for impairment of oil and gas properties -- 140,451
Issuance of common stock for services -- 68,250
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable:
Oil and gas sales (70,041) 379
Joint interest billings 7,337 13,820
Prepaids 9,137 --
Other assets (13,423) --
Increase (decrease) in:
Payable to Class B shareholder (20,704) 86,529
Payable to Bishop Capital Corporation (21,809) 11,681
Accounts payable and accrued expenses (83,237) 94,893
----------- -----------
Net cash provided by (used in) operating activities (383,716) 34,906
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition and development costs for oil and gas properties (649,393) (727,118)
Cash obtained in reverse acquisition -- 700,000
----------- -----------
Net cash used in investing activities (649,393) (27,118)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings 803,866 --
Principal payments on borrowings (134,522) (37,694)
Proceeds from private placement of common stock 680,000 --
Private placement offering costs (37,400) (2,480)
Owners' capital contributions -- 60,042
----------- -----------
Net cash provided by financing activities 1,311,944 19,868
----------- -----------
Net increase in Cash 278,835 27,656
Cash, beginning of period 275 --
----------- -----------
Cash, end of period $ 279,110 $ 27,656
=========== ===========
See accompanying notes to these consolidated financial statements.
-4-
</TABLE>
<PAGE>
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Continued)
<TABLE>
<CAPTION>
Nine Months Ended
December 31,
-----------------------------
1996 1995
----------- ----------
<S> <C> <C>
Supplemental Cash Flow Information:
Cash paid for interest $ 42,330 $ 12,630
=========== ==========
Cash paid for income taxes $ -- $ --
=========== ==========
Supplemental Disclosure of Noncash Investing and
Financial Activities:
Issuance of Class B common stock for Option Properties $ -- $ 552,945
Issuance of convertible Class B common stock for Option
Properties -- 675,000
Production payment obligation incurred for Option Properties -- 77,184
Issuance of common stock for property acquisition services 16,250 81,750
Consummation of reverse acquisition:
Investment in Bishop Capital Corporation -- 2,296,581
Oil property -- 156,451
See accompanying notes to these consolidated financial statements.
-5-
</TABLE>
<PAGE>
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
In October 1995, Metro Capital Corporation (Metro) and Karlton Terry Oil
Company (KTOC) entered into an Asset Purchase Agreement whereby KTOC agreed to
exchange certain oil and gas properties ( the "Contributed Properties") for a
total of 7,717,820 shares of Class B common stock of Metro, which represented
80% of the issued and outstanding voting securities of Metro. On November 29,
1995, the shareholders of Metro approved this transaction and the closing
occurred on December 8, 1995. The shareholders also approved changing the name
of the Company from Metro to American Rivers Oil Company (AROC). At the closing
date, additional working interests in the KTOC oil and gas properties (the
"Option Properties") were acquired for cash, a portion of the Class B common
shares issued in the transaction, and other consideration.
The unaudited consolidated balance sheet at December 31, 1996 reflects
AROC's investment in Bishop using the equity method (See Note 2). The
accompanying unaudited financial statements include the operating results and
cash flows of the Contributed Properties for all periods presented, and the
Option Properties and equity method operating results of Bishop are included
beginning in December 1995 when the change of control occurred. Additionally,
the accompanying financial statements for periods prior to December 1995 include
an allocation of KTOC's general and administrative expenses based on KTOC's
activities related to the Contributed Properties compared to its overall
activities. The net amounts required to fund such activities are presented as a
capital contribution from KTOC.
In the opinion of management, all adjustments, consisting of normal
recurring accruals, have been made which are necessary for a fair presentation
of the financial position of the Company at December 31, 1996 and the results of
operations and cash flows for the three and nine month periods ended December
31, 1996 and 1995. Quarterly results are not necessarily indicative of expected
annual results because of the impact of fluctuations in prices received for oil
and natural gas and other factors. For a more complete understanding of the
Company's operations and financial position, reference is made to the
consolidated financial statements of the Company, and related notes thereto,
filed with the Company's annual report on Form 10-KSB for the year ended March
31, 1996, previously filed with the Securities and Exchange Commission.
2. Investment in Bishop Capital Corporation
Bishop is being operated autonomously by the prior management of Metro
pursuant to the terms of separate Operating, Management and Voting Agreements.
Since the Company does not exercise control over Bishop's operations, the
investment is accounted for by the equity method.
-6-
<PAGE>
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Following is a summary of condensed unaudited financial information
pertaining to Bishop.
December 31,
1996
-----------
Balance sheet data:
Current assets $ 791,000
Noncurrent assets 1,235,000
Current liabilities (245,000)
-----------
Company's equity in Bishop's net assets $ 1,781,000
===========
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
----------------------- -----------------------
1996 1995 1996 1995
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Operations data:
Revenue $ 19,000 $ 19,000 $ 49,000 $ 49,000
Costs and expenses (208,000) (404,000) (512,000) (761,000)
Gain on sale of marketable securities 26,000 631,000 51,000 686,000
Other income (expense) (8,000) 4,000 8,000 25,000
---------- --------- ----------- ----------
Net income (loss) $ (171,000) $ 250,000 $ (404,000) $ (1,000)
========== ========= ========== ==========
Company's equity in Bishop's income (loss) $ (171,000) $ (51,000) $ (404,000) $ (51,000)
========== ========= ========== ==========
</TABLE>
The Company's equity in Bishop's operations for the periods in 1995
represent Bishop's operating results for December 1995 when the change of
control occurred.
3. Notes Payable
The note payable to bank is a secured bank credit agreement (the
"Agreement") in which the Company had an initial borrowing limit of $1,000,000.
Under terms of the Agreement, the outstanding principal balance cannot exceed
the bank's commitment amount which decreases each succeeding month until the
note matures on September 13, 1997. As of February 5, 1997, $760,366 was
outstanding under the Agreement and the bank's commitment amount was $901,772.
Interest is payable monthly at the prime rate as published in the Wall
Street Journal plus 1% (9.25% at December 31, 1996).
Borrowings under the Agreement are secured by a mortgage on the Company's
interests in its Denver-Julesburg Basin producing properties and is personally
guaranteed by two individuals who are officers and directors of the Company.
-7-
<PAGE>
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Agreement includes restrictive convenants which, among other matters,
include debt restrictions, dividends declared, the sale of assets and the
creation of liens.
4. Common Stock
In connection with the private placement of 275,000 shares in November
1996, the Company agreed to issue a stock option to the non-affiliated third
party to acquire up to 275,000 shares of common stock at $1.10 per share. The
stock option will expire in November 1997.
5. Net Loss Per Share
The computation of net loss per share is based on the rights of each class
of common stock. The Class B common stock is not entitled to participate in any
distribution of shares or assets of Bishop until such shares are converted into
common stock beginning June 1998. Accordingly, the common shares were allocated
100% of Bishop's loss and a pro rata percentage of the remaining consolidated
loss based on the ratio of common shares outstanding to total common and Class B
shares outstanding. The Class B common shares were allocated the remaining pro
rata percentage of the loss.
-8-
<PAGE>
AMERICAN RIVERS OIL COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Company's unaudited consolidated financial statements and notes thereto. The
information presented includes the operations of the Contributed Properties for
all periods with the Option Properties and equity method operating results of
Bishop included beginning in December 1995 when the change of control occurred.
Additionally, an allocation of Karlton Terry Oil Company's (KTOC) general and
administrative expenses based on KTOC's activities related to the Contributed
Properties compared to its overall activities is included in the periods prior
to December 1995.
RESULTS OF OPERATIONS
Three Months Ended December 31, 1996 Compared to 1995
Revenue
The Company's oil and gas sales revenue increased by $196,000 in the quarter
ended December 31, 1996 compared to the corresponding quarter in 1995.
Production volumes for oil and natural gas also increased significantly in the
current quarter compared to the corresponding quarter in 1995. The revenue and
production volume increases are primarily attributable to the acquisition of
producing oil and natural gas properties in the Denver-Julesburg Basin. The
average sales price of oil increased 41% and the average sales price of natural
gas increased 9% for the quarter ended December 31, 1996 compared to the
corresponding quarter in 1995.
The production volumes and average sales prices during the periods were as
follows:
Three Months Ended
December 31,
---------------------
1996 1995
------- -------
Oil production (barrels) 4,175 1,238
Average sales price per barrel $23.34 $16.58
Natural gas production (mcf) 63,236 3,437
Average sales price per mcf $ 1.99 $ 1.83
Expenses
Oil and gas production costs increased $88,000 in the quarter ended December 31,
1996 compared to the corresponding quarter in 1995 due primarily to production
expenses associated with the Denver-Julesburg Basin properties. The increase
included approximately $27,000 of costs related to the Company complying with
new Environmental Protection Agency (EPA) regulations. On a BOE basis (BOE means
barrel of oil equivalent, using a conversion ratio of six mcf of natural gas to
one barrel of oil), production costs per BOE were $7.23 (including $1.83 for the
EPA compliance costs)for the quarter ended December 31, 1996 compared to $10.35
for the comparable quarter of 1995. The decrease, without regard for EPA costs,
is due to fixed components of oil and gas production expense being allocated
over a larger production base.
-9-
<PAGE>
General and administrative expenses increased by $110,000 for the quarter ended
December 31, 1996 compared to the corresponding quarter in 1995. The increase is
due to legal, consulting and other expenses associated with the merger
negotiations with Opon Development Company as well as increases in salaries,
professional fees and other expenses associated with a public company.
Depreciation, depletion and amortization expense increased by $31,000 in the
current quarter compared to the corresponding quarter in 1995 due to increased
production volumes.
The equity in loss of Bishop Capital Corporation (an unconsolidated wholly-owned
subsidiary) represents the Company's equity in Bishop's operations. For the
period ended December 31, 1995, the amount represents the Company's equity in
Bishop's December 1995 operations when the change of control occurred.
Interest expense increased by $18,000 for the current quarter of 1996 over the
corresponding quarter of 1995 due to a higher average amount of debt
outstanding.
Nine Months Ended December 31, 1996 Compared to 1995
Revenue
The Company's oil and gas sales revenue increased by $467,000 for the nine
months ended December 31, 1996 compared to the corresponding period in 1995.
Production volumes for oil and natural gas also increased significantly in the
current period compared to the corresponding period in 1995. The revenue and
production volume increases are primarily attributable to the acquisition of
producing oil and natural gas properties in the Denver-Julesburg Basin. The
average sales price of oil increased 25% and the average sales price of natural
gas increased by 6% in the nine month period ended December 31, 1996 compared to
the corresponding period in 1995.
The production volumes and average sales prices during the periods were as
follows:
Nine Months Ended
December 31,
--------------------
1996 1995
------- -------
Oil production (barrels) 12,487 3,551
Average sales price per barrel $ 21.38 $17.09
Natural gas production (mcf) 157,172 9,336
Average sales price per mcf $ 1.75 $ 1.65
-10-
<PAGE>
Expenses
Oil and gas production costs increased $240,000 in the nine months ended
December 31, 1996 compared to the corresponding period in 1995 due primarily to
production expenses associated with the Denver-Julesburg Basin properties. The
increase included approximately $67,000 of costs related to the Company
complying with new Environmental Protection Agency (EPA) regulations. Production
costs per BOE for the nine months ended December 31, 1996 were $7.37 (including
$1.73 for the EPA compliance costs) compared to $8.87 for the comparable period
in 1995. The decrease, without regard for EPA costs, is due to fixed components
of oil and gas production expense being allocated over a larger production base.
General and administrative expenses increased by $286,000 for the nine months
ended December 31, 1996 compared to the corresponding period in 1995. The
increase is due to legal, consulting and other expenses associated with the
merger negotiations with Opon Development Company as well as increases in
salaries, professional fees and other expenses associated with a public company.
Depreciation, depletion and amortization expense increased by $76,000 in the
current nine month period compared to the corresponding period in 1995 due to
increased production volumes.
Interest expense increased by $35,000 for the nine months ended December 31,
1996 over the corresponding period in 1995 due to a higher average amount of
debt outstanding.
FINANCIAL CONDITION
At December 31, 1996, the Company had a working capital deficit of $368,000.
The following summary table reflects the Company's cash flows for the nine
months ended December 31, 1996 and 1995:
<TABLE>
<CAPTION>
Nine Months Ended
December 31,
--------------------------
1996 1995
---------- ----------
<S> <C> <C>
Net cash provided by (used in) operating activities $ (384,000) $ 35,000
Net cash used in investing activities (649,000) (27,000)
Net cash provided by financing activities 1,312,000 20,000
</TABLE>
The Company had a net use of cash in operating activities of $384,000 for the
nine months ended December 31, 1996 compared to net cash provided by operating
activities of $35,000 for the nine months ended December 31, 1995. The net use
of cash in the current period primarily resulted from the payment of accounts
payable, accrued expenses and overhead costs.
Net cash used in investing activities of $649,000 for the nine months ended
December 31, 1996 resulted from the acquisition of additional working interests
in producing oil and gas properties in the Denver-Julesburg Basin from unrelated
third parties and a major Class B shareholder. Net cash used in investing
activities of $27,000 for the nine months ended December 31, 1995
-11-
<PAGE>
resulted primarily from the acquisition of additional working interests in the
Option Properties in connection with the Asset Purchase Agreement funded by the
$700,000 cash obtained in the reverse acquisition.
Net cash provided by financing activities of $1,312,000 for the nine months
ended December 31, 1996 resulted from borrowings of $704,000 from a bank and
$100,000 from Bishop Capital Corporation offset by principal payments on
borrowings of $135,000. In addition, the Company received net proceeds of
$643,000 from the private placement of common stock. Net cash provided by
financing activities of $20,000 for the nine months ended December 31, 1995
resulted from owners' contributions of $60,000 offset by principal payments on
borrowings of $38,000 and $2,000 of private placement offering costs.
The Company's oil and gas strategy includes the acquisition and development of
leases underlying large rivers and lakes in known oil and gas fields (the "River
Leases"). The Company used bank financing to acquire producing cash flow
properties in the Denver-Julesburg Basin to augment and diversify its strategy
on the River Leases. The Company will also review and consider acquiring or
participating in other oil and gas projects which management may expect will
increase the cash flow and/or add to the long-term financial stability of the
Company.
A substantial portion of the Company's oil and gas reserves are Proved
Undeveloped Reserves and the estimated expenditures to develop these properties
amount to $1,321,000. Successful development and production of such reserves
cannot be assured. Additional drilling and/or acquisitions will be necessary in
future years both to maintain production levels and to define the extent and
recoverability of existing reserves. There is no assurance that present oil and
gas wells of the Company will continue to produce at current or anticipated
rates of production, that development drilling will be successful, that
production of oil and gas will commence when expected, or that there will be
favorable markets for oil and gas which may be produced in the future.
The Company's development plans include the drilling of offsets to the existing
productive river wells as a preliminary priority while gradually drilling new
wells under previously undrilled river projects at the rate of three to five
wells per year. It is estimated that capital of $1,700,000 will be required to:
(i) meet operating capital requirements; (ii) carry out management's plans to
drill in fiscal 1997 its best location with the best potential to increase the
cash flow of the Company which may provide operating capital to drill subsequent
river wells; (iii) purchase existing producing oil and gas wells; and (iv) repay
outstanding debt. The assets transferred to Bishop Capital Corporation as part
of the acquisition are not available for use by the Company. To meet these
requirements, management conducted a private placement of up to 1,800,000 shares
of the Company's common stock for gross proceeds of $1,800,000. The Company
closed this private placement of 942,500 shares and received proceeds of
$862,144 (net of commissions and other offering expenses). Subsequent to the
closing of this first private placement, the Company closed another private
placement in November 1996 of 275,000 shares and received proceeds of $253,000
(net of commissions). Since the maximum proceeds were not raised, managment may
seek alternative financing arrangements, including additional bank financing
and/or the promotion of drilling arrangements to oil industry partners and other
investors. There is no assurance that the bank financing or the promotion of
drilling arrangements to industry partners and other investors will occur. No
commitments have been received for any such financing or drilling arrangements.
If such financing is not obtained or alternate drilling arrangements completed,
the Company could experience significant cash flow problems. In such case, the
Company may have to promote a
-12-
<PAGE>
well by selling a portion of its leasehold acreage. While management believes
obtaining financing through industry partner promotion is a viable means to fund
development, it is not the preferred alternative since it results in a lower
share of the related proved reserves and cash flows.
On November 12, 1996, the Company announced that it signed a letter of intent to
merge with Opon Development Company ("ODC") subject to, among other conditions,
negotiation and execution of a definitive agreement, obtaining of project
financing for ODC's Colombian project and shareholder approval of both
companies. ODC's only asset is a 4.55% working interest in and to the prolific
Opon oil and gas field in Colombia, South America which is operated by Amoco
Colombia Petroleum Corp., with Hondo Magdalena Oil & Gas Company being the other
partner. Upon conclusion of the merger, American Rivers and ODC would be
wholly-owned subsidiaries of a new public holding company. ODC shareholders
would own 90 - 95% of the new company which would be operated by ODC management.
ODC and the Company are in discussion with NM Rothschild & Sons Limited
regarding project finance. The merger is expected to be completed in the first
quarter of 1997 but there is no assurance that the transaction will be
completed.
In addition, the Company will spin-off its wholly-owned subsidiary, Bishop
Capital Corporation ("Bishop Capital"), to holders of its common stock of record
as of November 18, 1996 by issuing a pro-rata dividend of all shares of Bishop
Capital's common stock, $.01 par value. One share of Bishop Capital common stock
will be distributed for every four shares of the Company's common stock. No
fractional shares of Bishop Capital will be issued. The holders of the Company's
Class B common stock will not participate in the dividend. Bishop Capital has
filed a Form 10-SB with the Securities and Exchange Commission with respect to
the shares to be dividended. The Company intends to distribute the Bishop
Capital common stock dividend after the Form 10-SB is declared effective. This
is expected to occur in the first quarter of 1997.
-13-
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 27. Financial Data Schedule (submitted only in
electronic format)
b. Reports on Form 8-K
Date of Report Item Reported Financial Statements Filed
-------------- ------------- --------------------------
November 12, 1996 Item 5 None
-14-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERICAN RIVERS OIL COMPANY
(Registrant)
Date: February 5, 1997 By: /s/ Karlton Terry
-----------------------------------
Karlton Terry
President
(Principal Executive Officer)
Date: February 5, 1997 By: /s/ Jubal Terry
------------------------------------
Jubal Terry
Vice President and Acting
Chief Financial Officer
(Principal Financial Officer)
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> DEC-31-1996
<CASH> 279,110
<SECURITIES> 0
<RECEIVABLES> 127,477
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 406,587
<PP&E> 3,986,303
<DEPRECIATION> 225,630
<TOTAL-ASSETS> 5,962,552
<CURRENT-LIABILITIES> 775,067
<BONDS> 0
0
0
<COMMON> 119,491
<OTHER-SE> 4,997,410
<TOTAL-LIABILITY-AND-EQUITY> 5,962,552
<SALES> 542,801
<TOTAL-REVENUES> 547,301
<CGS> 285,090
<TOTAL-COSTS> 791,160
<OTHER-EXPENSES> 404,223
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48,117
<INCOME-PRETAX> (696,199)
<INCOME-TAX> 251,400
<INCOME-CONTINUING> (444,799)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (444,799)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
