As Filed With the Securities and Exchange Commission on January 22, 1998;
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act Of 1933
------------------------------
American Rivers Oil Company
(Exact name of registrant as specified in its charter)
Wyoming 84-0839926
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 East Ninth Street, Suite 106
Denver, Colorado 80203
(303) 832-1117
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
---------------
Karlton Terry
Chairman Copies to:
American Rivers Oil Company William S. Roberts, Esq.
700 East Ninth Street, Suite Holme Roberts & Owen LLP
Denver, Colorado 80203 1401 Pearl Street, Suite 400
(303) 832-1117 Boulder, Colorado 80903
(303) 473-3800
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
--------------------------------
Approximate Date of Commencement of Proposed Sale to the Public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of Amount to be offering price aggregate registration
securities to be registered registered (1) per Share (1) offering price (1) fee
Common Stock, $.01 par value 1,733,815 shares $0.140625 $243,817.73 $71.93
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the bid and asked price on
January 16, 1998 for the Company's Common Stock, as reported in the
over-the-counter market. The Company has agreed to pay certain expenses,
estimated at $16,072, in connection with this registration.
-----------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 22, 1998
1,733,815 SHARES
AMERICAN RIVERS OIL COMPANY
COMMON STOCK
All of the 1,733,815 shares (the "Shares") of the common stock, $.01 par
value per share (the "Common Stock"), of AMERICAN RIVERS OIL COMPANY, a Wyoming
corporation ("American Rivers" or the "Company"), offered hereby are being sold
by the selling shareholders named herein (the "Selling Shareholders"). The
registration of the Shares does not necessarily mean that any of such Shares
will be offered or sold by the Selling Shareholders. The Selling Shareholders
may sell the Shares from time to time in one or more transactions, in the
over-the-counter market or in privately negotiated transactions, including one
or more underwritten offerings, at fixed prices that may be changed, at market
prices prevailing at the time of offer and sale, at prices related to such
prevailing market prices or at negotiated prices or a combination of such
methods of sale. The Selling Shareholders may effect such transactions by
offering and selling the Shares directly to or through securities broker-dealers
in the over-the-counter market or otherwise, and such broker-dealers may receive
compensation in the form of discounts, concessions, or commissions from the
Selling Shareholders or the purchasers of the Shares for whom such
broker-dealers may act as agent or to whom the Selling Shareholders may sell as
principal, or both (which compensation as to a particular broker-dealer might be
in excess of customary commissions). See "Selling "Shareholders and Plan of
Distribution."
All Shares offered hereby were issued by American Rivers to the Selling
Shareholders in transactions exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act").
American Rivers will receive none of the proceeds from the sale of the
Shares by the Selling Shareholders. American Rivers intends to bear all expenses
in connection with the registration and sale of the Shares being offered by the
Selling Shareholders other than compensation payable to securities
broker-dealers by the Selling Shareholders or the purchasers of the Shares, any
securities broker-dealer expense allowances, any fees and expenses of counsel
(and other advisers) to the Selling Shareholders and transfer taxes. The
offering expenses to be paid by the Company are estimated to be approximately
$16,000.
The Common Stock was delisted from the Nasdaq SmallCap Market effective
December 12, 1997 and is not traded on an exchange or listed on The Nasdaq Stock
Market ("Nasdaq"). It is traded in the over-the-counter market on the "OTC
Bulletin Board" operated by Nasdaq. As a result, there is a limited market for
the Shares, which will have an adverse effect on the future sales price and
liquidity of the Shares. The last reported sale price for Common Stock on
January 13, 1998 was $0.109375 per share. See "Risk Factors -- No Active Trading
Market for the Common Stock."
The Selling Shareholders and any agents, broker-dealers or underwriters
that participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commission
received by them and any profit on the resale of the Common Stock purchased by
them may be deemed to be underwriting discounts or commissions under the
Securities Act.
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK AND SHOULD
NOT BE PURCHASED BY INVESTORS WHO CANNOT BEAR THE LOSS OF THEIR ENTIRE
INVESTMENT. SEE "RISK FACTORS" STARTING ON PAGE 4.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January __, 1998
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TABLE OF CONTENTS
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Page
Special Note Regarding Forward Looking Information................................................... 2
Available Information................................................................................ 3
Information Incorporated by Reference................................................................ 3
Risk Factors......................................................................................... 4
The Company.......................................................................................... 7
Use of Proceeds...................................................................................... 8
Selling Shareholders................................................................................. 8
Plan of Distribution................................................................................. 10
Legal Matters........................................................................................ 10
Experts.............................................................................................. 10
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No dealer, salesperson, or any individual has been authorized to give any
information, or to make any representations, other than those contained or
incorporated by reference in this Prospectus or in a Prospectus Supplement in
connection with the offer made by this Prospectus and any Prospectus Supplement,
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Company or the Selling Shareholders.
Neither the delivery of this Prospectus or any Prospectus Supplement nor any
sale made hereunder or thereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the Company since
the date hereof or thereof or that the information contained or incorporated by
reference herein or therein is correct as of any time subsequent to the date
hereof or thereof. This Prospectus and any Prospectus Supplement shall not
constitute an offer to sell or a solicitation of an offer to buy any of the
Shares in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction.
SPECIAL NOTE REGARDING FORWARD LOOKING INFORMATION
This Prospectus and the documents incorporated herein by reference contain
statements that constitute forward-looking statements within the meaning of
Section 27A of the Securities Act. Discussions containing such forward-looking
statements may be found in the material set forth under "The Company" and "Risk
Factors," as well as within the Prospectus generally. When used in this
Prospectus, the words "anticipates," "believes," "intends," "estimates,"
"expects" and similar expressions are intended to identify forward-looking
statements. Such forward-looking statements may include, among other things,
statements concerning the Company's plans, objectives or future economic and
operational prospects, such as matters relative to availability of producing
assets to be acquired; acquisition completion; the need for and availability of
additional capital; the amount and timing of capital expenditures and
realization of revenue; prospects for achieving profitability and other
statements of expectations, beliefs, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that are not
historical facts. Forward looking statements and statements of expectations,
plans and intent are subject to a number of risks and uncertainties. Actual
results in the future could differ materially from those described in the
forward-looking statements as a result of the risk factors set forth below and
the matters set forth in the Prospectus generally. Such factors include, among
other things, adverse economic and general business conditions; changes in
market prices and conditions that are not offset by changes in production and
marketing costs; competition; the ability to find and acquire appropriate
producing assets; business abilities and judgment of management and other
personnel; availability of qualified personnel; changes in and compliance with
governmental regulations, including environmental regulation; effect of
financial market conditions and other factors on capital availability for the
Company; and other factors discussed under "Risk Factors." The Company
undertakes no obligation to release publicly the result of any revisions to
these forward-looking statements that may be made to reflect any future events
or circumstances. The Company cautions the reader that this list of risk factors
may not be exhaustive.
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AVAILABLE INFORMATION
American Rivers has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Registration
Statement," which term encompasses all amendments, exhibits, annexes and
schedules thereto) under the Securities Act with respect to the Common Stock
offered hereby. This Prospectus, which constitutes a part of the Registration
Statement, does not contain all the information set forth in the Registration
Statement. For further information with respect to the Company and the Common
Stock offered hereby, reference is made to the Registration Statement, which may
be inspected at, and copies thereof may be obtained at prescribed rates from,
the public reference facilities of the Commission at the addresses set forth
below.
American Rivers is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files periodic reports, proxy and information statements and other information
with the Commission. The Registration Statement filed by American Rivers with
the Commission, as well as any reports, proxy and information statements and
other information filed by American Rivers with the Commission, are available at
the web site that the Commission maintains at http://www.sec.gov and can be
inspected and copied, at prescribed rates, at the Public Reference Section of
the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
regional offices of the Commission located at 7 World Trade Center, Suite 1300,
New York, New York 10048, and at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the Commission (File
No.0-10006) by American Rivers under the Exchange Act are incorporated in this
Prospectus by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-KSB for the year ended March 31,
1997.
(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1997.
(c) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 1997.
(d) The description of the Common Stock contained in the Registrant's Form
8-A Registration Statement under the Securities Exchange Act of 1934 (the
"Exchange Act"), as filed on October 26, 1981.
(e) All other documents filed by American Rivers pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of Common Stock.
Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein or contained in this Prospectus shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
American Rivers hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a Prospectus is delivered, upon written
or oral request of such person, a copy of any and all of the documents that have
been incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into such documents). Such request may be
directed to American Rivers, Rick Westerberg, President, 700 East Ninth Avenue,
Suite 106, Denver, Colorado 80203, Telephone: (303) 832-1117.
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RISK FACTORS
In evaluating an investment in the Common Stock being offered hereby,
prospective investors should consider carefully all risks and speculative
factors affecting the Company and in particular, those affecting the oil and gas
industry, before deciding whether or not to purchase the securities being
offered hereby. In addition, prospective investors should consider carefully,
among other things, the following risk factors.
History of Significant Operating Losses and Anticipated Future Losses. The
Company has accumulated a deficit of approximately $3.9 million (unaudited). Net
operating losses have been $640,027 for the year ended December 31, 1996,
$936,378 for the year ended December 31, 1997, and $2,361,663 (unaudited) for
the six months ended September 30, 1997. Although a portion of such losses was
attributable to the Company's subsidiary, Bishop Capital Corporation ("Bishop"),
and even though such subsidiary has been spun-off, the Company expects to
continue to operate at a loss until sufficient new capital is obtained. If the
Company is unable to secure adequate additional capital on a timely basis, such
continued losses would have a material adverse effect on the Company. If the
Company successfully obtains additional capital to finance the acquisition of
producing assets, there can be no assurances that the revenues produced by such
assets will offset historical operating losses or be sufficient to make the
Company profitable.
No Active Trading Market for Common Stock. The Company has been notified
that, as of December 12, 1997, the Common Stock was delisted from the Nasdaq
SmallCap Market as the result of the Company's failure to meet the tangible net
asset requirements for continued listing. Consequently, the Common Stock will
now trade in the over-the-counter market, which is generally characterized by
low trading volumes and high price and volume volatility. The Common Stock has
in the past and in the future is expected to experience significant price and
volume volatility. Historically, the Common Stock has also experienced low
trading volume and the delisting of the Common Stock from the Nasdaq SmallCap
Market is likely to cause the trading volume of the Common Stock to decrease
further, which will increase the risks of ownership of the Common Stock. Any
market for the Common Stock can be expected to be volatile as is the market for
other stocks of small companies in the oil and gas industry. Many factors
affecting the Company, the oil and gas industry or the stock market in general
may affect the price of the Common Stock, and the Company has no control over
many of these factors. Such factors may have a more significant effect on the
price of the Common Stock than on securities of other companies for which there
is an active trading market.
Need for Additional Capital. In December, 1997, the Company extended its
existing credit agreement with Vectra Bank DTC Branch (formerly known as
Professional Bank). As of December 29, 1997, approximately $540,000 was
outstanding under such credit agreement, all of which is due to be repaid on
March 12, 1998. The Company will not have sufficient funds generated by
operations to repay the outstanding balance on March 13, 1998. The Company is
seeking replacement financing, but there can be no assurance that the credit
agreement will be extended or that sufficient new financing will be available at
such time. Failure by the Company to timely extend the credit agreement or repay
the amounts outstanding when due would have a material adverse impact on the
Company's operations and financial condition.
The Company's ability to acquire additional oil and gas properties, which
the Company intends to do in order to expand its reserve base, is dependent upon
the Company's ability to obtain the necessary additional capital. The Company
intends to seek equity financing in the amount of $1.5 to $4.0 million over the
next four to 12 months. Until such time, however, the Company's believes that
its current cash flow will not be sufficient to satisfy its cash requirements
for the next 12 months. There can be no assurance that additional sources of
financing will be available at all or at a reasonable cost and on terms
satisfactory to the Company and the Company's ability to obtain equity financing
may be adversely affected by the delisting of the Company's Common Stock from
trading on Nasdaq. Failure to obtain the necessary capital would have a material
adverse effect on the Company and its operations.
Business Risks Associated with the Oil and Gas Industry. The Company must
continually acquire and explore for and develop new oil and gas reserves to
replace those being depleted by production. Without successful drilling or
acquisition ventures, the Company's assets, properties and revenues will
decline. Oil and gas exploration and development are speculative, involve a high
degree of risk and are subject to all the hazards typically associated with the
search for, development of and production of oil and gas. These include risks
that: drilling operations will be unsuccessful, including the possibility that a
dry hole will be drilled; reserve estimates provided to the Company by its
contract petroleum engineers may not prove accurate; existing production may
cease; well casualties could occur; and domestic and worldwide economic
conditions (including the applicability of federal and state tax incentives,
price controls, and production regulation) could make operations commercially
unfeasible. In addition, during the past several years, as a result of worldwide
economic conditions, the price being paid for oil has fluctuated dramatically
and remains unpredictable. Any one or more of such factors could materially
adversely affect the
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<PAGE>
operations and financial condition of the Company and could lead to continued
operating losses even after the Company obtains additional capital to finance
its strategy to acquire producing assets.
Previously, the Company emphasized development of infield drilling programs
on existing leases in established fields (the "River Prospects"), which involve
drilling such prospects with horizontal and diagonal drilling technology, a
process which has significant cost uncertainties, can be hazardous and carries
the risk that no commercially viable oil or gas production will be obtained. The
Company now intends to shift its focus away from the River Prospects to
acquiring and further developing currently producing oil and gas properties.
There can be no assurance that the Company will be able to locate and obtain
such properties on commercially reasonable terms, or that such properties will
prove successful. Moreover, the Company may experience competition in the
acquisition and development of such properties from other oil and gas companies
with resources significantly greater than those of the Company. See "---
Competition."
In general, drilling for oil and gas may be curtailed, delayed or canceled
as the result of many factors beyond the Company's control including title
problems, weather conditions, shortages of or delays in delivery of equipment,
as well as the financial instability of well operators, major working interest
owners and well servicing companies. Unseasonably cold weather in November 1997
reduced production levels in the D-J Basin by approximately $10,000 for the
month. Normal production was resumed in approximately one week, but adverse
weather conditions could again affect production at any time.
The availability of a ready market for the Company's oil and gas also
depends on numerous factors beyond its control, including the demand for and
supply of oil and gas, the proximity of the Company's natural gas reserves to
pipelines, the capacity of such pipelines, fluctuations in production and
seasonal demand, the effects of inclement weather and governmental regulation.
New gas wells may be shut-in for lack of a market until a gas pipeline or
gathering system with available capacity is extended into the area and new oil
wells may have production curtailed until production facilities, water disposal
facilities and delivery arrangements are acquired or developed. The Company's
business will always be subject to these types of risks.
Development Risks and Production. A portion of the Company's oil and gas
reserves are Proved Undeveloped Reserves. Successful development and production
of such reserves, although they are categorized as "proved," cannot be assured.
Additional drilling or acquisitions will be necessary in future years both to
maintain production levels and to define the extent and recoverability of
existing reserves. There can be no assurance that the Company's present oil and
gas wells 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 by such wells in the future.
Limitations on Accuracy of Reserve Estimates. Estimates of reserves and of
future net revenues prepared by different petroleum engineers may vary
substantially depending, in part, on the assumptions made and may be subject to
adjustment either up or down in the future. The actual amounts of production,
revenue, taxes, development expenditures, operating expenses, and quantities of
recoverable oil and gas reserves may vary substantially from the engineers'
estimates. Oil and gas reserve estimates are necessarily inexact and involve
matters of subjective engineering judgment. In addition, any estimates of future
net revenues and the present value thereof are based on assumptions derived in
part from historical price and cost information, which may not reflect current
and future values, and on other assumptions made by the Company that only
represent its best estimate. If these estimates of quantities, prices and costs
prove inaccurate, the Company is unsuccessful in expanding its oil and gas
reserves base with its acquisitions, or declines in and instability of oil and
gas prices occur, then write downs in the capitalized costs associated with the
Company's oil and gas assets may be required. Recently, the Company experienced
such write downs caused by the drilling of a dry hole on one of the Company's
River Prospects. See "The Company." There is no assurance that additional or
further reductions to the Company's estimated proved oil and gas reserves and
estimated future net revenues will not be required in the future, possibly
resulting in further write downs of the capitalized costs of oil and gas
properties.
Price Volatility. The Company's revenues are derived largely from the sale
of produced natural gas, natural gas liquids and oil and, as such, the Company's
revenues and earnings are affected by price levels at which these commodities
are sold. The price levels at which oil and natural gas is sold are subject to a
number of factors beyond the Company's control, including, among others,
worldwide and domestic supplies of and demand for oil and natural gas,
production guidelines and prices established by the members of the Organization
of Petroleum Exporting Countries ("OPEC"), political instability or armed
conflict in the world's oil-producing regions, the price and availability of
alternative fuels such as coal, federal or state taxes on the sale of oil and
natural gas, the availability of pipeline capacity and changes in existing
federal regulation and price controls. As a result of these fluctuations, the
Company's average annual sales prices for oil, natural gas and natural gas
liquids, has been erratic. It is very likely that these prices will continue to
fluctuate in the future. In late 1997 and January 1998, oil prices dropped
significantly. Approximately one-third of the Company's revenues are derived
from the sale of oil. The Company
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cannot predict whether the price of oil will remain low or, if so, for how long,
but continued low oil prices would adversely affect the Company's revenues.
Operating Hazards and Uninsured Risks. The Company's operations are subject
to all of the risks incident to exploration for and production of oil and gas,
including blow-outs, cratering, pollution and fires, each of which could result
in damage to or destruction of oil and gas wells or production facilities or
injury to persons and property. The Company currently maintains property and
liability insurance in the amount of $1.0 million and an umbrella insurance
policy in the amount of $2.0 million. The Company's insurance may not fully
cover certain of these risks, however, and the occurrence of a significant event
not fully insured against could have a material adverse effect on the Company's
financial position and results of operations.
Competition. The oil and gas industry is highly competitive in many
respects, including identification of attractive oil and gas properties for
acquisition, drilling and development, securing financing for such activities
and obtaining the necessary equipment and personnel to conduct such operations
and activities. In seeking suitable opportunities, the Company competes with a
number of other companies, including large oil and gas companies and other
independent operators with greater financial resources and, in some cases, with
more experienced management. Many other oil and gas companies in the industry
have financial resources, personnel and facilities substantially greater than
those of the Company and there can be no assurance that the Company will be able
to compete effectively with these larger entities. Moreover, the Company's
intended shift in its focus from River Prospects to the acquisition of more
conventional producing oil and gas properties may expose the Company to
competitive pressure greater than that it previously incurred when it focused
primarily on River Prospects.
Dependence on Acquisition of Additional Leases. Although the Company has
shifted its focus away from developing River Prospects, it may in the future
elect to pursue some River Prospects. Some leases pertaining to the River
Prospects, particularly those already owned by the Company in Henderson and
Union Counties, Kentucky, and Pleasants and Tyler Counties, West Virginia, only
cover one-half of the River Prospects lying under such leases. It will be
necessary to purchase leases from adjacent fee land owners or farmout from oil
companies owning existing oil and gas leases covering the other half of such
prospects. There can be no assurance that the Company will be able to acquire
such additional leases at a reasonable cost, or at all. In the event the Company
is unable to acquire such additional leases, the Company will only be able to
develop the portions of the prospect that it does have leased.
Production Requirements under Leases. Certain leases held by the Company
require drilling or production by the Company to avoid termination of the lease.
Although these provisions apply to a portion of the Company's leases, there can
be no assurance that the Company will drill by the requisite date or maintain
the requisite production levels. The loss of such leases by the Company could
adversely effect the Company's results of operations and financial condition.
Government Regulation and Environmental Risks. The production and sale of
oil and natural gas are subject to a variety of federal, state and local
government regulations, including regulations concerning the prevention of
waste, the discharge of materials into the environment, the conservation of
natural gas and oil, pollution, permits for drilling operations, drilling bonds,
reports concerning operations, the spacing of wells, the unitization and pooling
of properties, and various other matters, including taxes. Many jurisdictions
have at various times imposed limitations on the production of gas and oil by
restricting the rate of flow for gas and oil wells below their actual capacity
to produce. In addition, many states have raised state taxes on energy sources
and additional increases may occur, although increases in state energy taxes
would have no predictable effect on natural gas and oil prices. The Company
believes it is in substantial compliance with applicable environmental and other
governmental laws and regulations. There can be no assurance, however, that
significant costs for compliance will not be incurred by the Company in the
future, thereby having an adverse effect on the ability of the Company to
conduct its business profitability.
Control and Anti-Takeover Protections. The Company's Board of Directors
can, without obtaining shareholder approval, issue Shares of Preferred Stock
having rights that could adversely affect the voting power of the Common Stock.
In addition, the Company's Articles of Incorporation and Bylaws include certain
provisions, the effect of which may be to inhibit a change in control of the
Company. The provisions include the authorization of additional classes of
Preferred Stock and classification of the Board of Directors. The possible
issuance of shares of Preferred Stock or additional shares of Common Stock can
be used to oppose hostile takeover attempts. In addition, the concentration of
the ownership of the Company's Common Stock is likely to prevent or delay a
hostile takeover attempt. See "Control by Present Shareholders."
Dependence on One Operator. In the event Arlian, Inc., the operator of
certain wells of the Company, fails to comply with its letter agreement with the
Company, or is incapable of performing its duties pursuant to such letter
agreement, the Company believes that it will be very difficult to find an
operator to replace Arlian, Inc. on similar terms and the Company's cash flow
from the D-J Basin properties could diminish. In such case, the Company would
operate the wells or attempt to find an
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operator/partner to replace Arlian, Inc. under terms as close as possible to
those currently in effect with Arlian, Inc. There can be no assurance, however,
that the Company could be able to find another operator on terms as favorable as
those currently in place with Arlian, Inc.
Dependence on Key Personnel. The Company's planned operations are
significantly dependent on a limited number of personnel, including Karlton
Terry, (Chairman and Chief Executive Officer), Rick Westerberg (President) and
Jubal Terry (Vice President, Secretary-Treasurer). Although the Company has
entered into employment agreements with these individuals, the failure by the
Company to retain the services of these persons may have a material adverse
effect on the Company's operations.
Stage of Development. The Company is at an early stage of development and
is subject to all of the risks inherent in the development of an oil and gas
business enterprise. To address these risks, the Company must, among other
things, adapt technological developments to its business, respond to competitive
developments, continue to attract, retain, and motivate qualified personnel, and
obtain additional capital to support the development of its business plan.
Shares Eligible for Future Sale. The Company has outstanding 9,078,955
shares of restricted Common Stock including 7,267,820 shares of Class B Common
Stock and 1,811,135 shares of Common Stock. The Company also has outstanding
1,864,635 shares of Common Stock that are not restricted under Rule 144. If all
of the Selling Shareholders sell all shares of Common Stock offered hereby,
77,320 shares of Common Stock and 7,267,820 shares of Class B Common Stock will
be outstanding and constitute restricted securities under Rule 144. Commencing
in May 1998, the Class B Common Stock will become convertible in part into
Common Stock. In November 1998, all of the Class B Common Stock will be
convertible into Common Stock. To the extent the restricted or unrestricted
shares of Common Stock, including shares of Common Stock issued upon conversion
of the Class B Common Stock, are sold by the selling shareholders, the market
price for the Company's securities may be adversely affected. Karlton Terry, the
Company's Chairman, has informed the Company that he is involved in negotiations
that may result in the sale of up to 5,228,000 shares of Class B Common Stock
held by him and certain of his affiliates. See "The Company."
Control by Present Shareholders. Upon completion of the offering made
hereby, and assuming that all of the Shares offered hereby are sold to
unaffiliated third parties, the present officers and directors of the Company
and their affiliates will continue to control 68.4% of the outstanding shares of
the Company's Common Stock and Class B Common Stock. Consequently, the officers
and directors and their affiliates will continue to be able to exercise control
over the election of the Company's directors, the outcome of corporate actions
requiring shareholder approval, the business and affairs of the Company and the
future direction of the Company. The concentration of ownership of the Common
Stock and Class B Common Stock among the Company's officers and directors and
their affiliates is likely to prevent or delay a change of control of the
Company without the consent of such officers, directors and affiliates. The
ownership of the Company's Common Stock and Class B Common Stock will continue
to be highly concentrated even following the completion of a sale, if any, of
Class B Common Stock by Karlton Terry. See "The Company."
THE COMPANY
American Rivers was incorporated originally under the laws of the State of
Colorado on February 2, 1981, as Metro Cable Corporation. On March 31, 1992,
American Rivers reincorporated in the State of Wyoming and changed its name to
Metro Capital Corporation. On December 12, 1995, the Company closed its Asset
Purchase Agreement with Karlton Terry Oil Company, a Colorado corporation, and
certain individuals (collectively, "KTOC"), pursuant to which KTOC transferred
to the Company certain oil and gas properties in exchange for shares of the
Company's Class B Common Stock (the "Asset Transfer"). As a result of the Asset
Transfer and pursuant to the Asset Purchase Agreement, the Company changed its
name to American Rivers Oil Company, and is now primarily engaged in the oil and
gas business. The executive offices of American Rivers are located at 700 East
Ninth Avenue, Suite 106, Denver, Colorado 80203, and its telephone number is
(303) 832-1117.
American Rivers emerged in early 1996 with a specific business plan that
involved raising funds through the issuance and sale of privately-placed
securities to initiate infield drilling programs on the River Prospects, acquire
producing properties in the Denver-Julesburg Basin (the "D-J Basin"), retire
existing debt, and for general working capital purposes. By February 1996,
however, the Company's private placement funding effort raised only the minimum
capital requirement, the proceeds of which were used to retire debt, pay
existing expenses, and purchase certain D-J Basin properties. At such time, the
market for the Company's shares was not favorable, trading in the Company's
stock was not active and several attempts by the Company to raise further
operating funds and enhance trading activity through local brokerage firms based
on the Company's business plan were unsuccessful.
-7-
<PAGE>
In June 1996, in an effort by the Company's management to maximize
shareholder value, American Rivers initiated merger discussions with Opon
Development Company ("ODC"), a private company that owned a small non-operating
interest in a very large, highly publicized gas field in Colombia, South
America. From June 1996, American Rivers' management focused its efforts almost
exclusively on the potential ODC merger for two reasons: (i) the potential
growth in the Company's asset value, thereby increasing the likelihood that a
viable public market in the Company's stock would develop for the shareholders
and (ii) the failure of the Company's private placement fund-raising efforts to
raise additional capital necessary to complete American Rivers' drilling plans
for the River Prospects. Negotiations with ODC continued for several months and
by December 1996, the tentative agreement provided that ODC and its shareholders
would own between a 90% and 95% interest in the new company to be created by the
proposed merger of ODC and the Company.
By late fall 1996, American Rivers had raised some additional private
placement funds that were earmarked to drill and acquire additional properties,
pay off debt to Bishop Capital Corporation ("Bishop"), a wholly-owned subsidiary
of the Company created as part of the Asset Transfer, and to be used as working
capital to support the proposed ODC merger. In December 1996 when the total
asset ratio between ODC and the Company was being finalized and the merger was
approved by the Board and certain key shareholders, American Rivers management
engaged Rothschild Natural Resources to review the proposed transaction and give
an opinion that the transaction was fair to American Rivers' shareholders.
In February 1997, American Rivers drilled an offset to a producing well
located in the Lake Hatch field in Terrebonne Parish, Louisiana, based on a 3-D
seismic structure. The potential producing sand structurally was low to
prognosis and the well was therefore nonproductive. In April 1997 the ODC merger
reached a critical point and closing negotiations came to an abrupt end. ODC
decided not to continue with the merger, citing significant resistance on the
part of certain of the Company's shareholders and representatives of certain
shareholders. The failure of this proposed merger left the Company with
significant expenses and nothing to show for nine months of work.
American Rivers continued to try and complete a drilling program on one of
its River Prospects by drilling the Sparkle #2 well. In order to complete the
drilling operation, Karlton Terry, the Company's Chairman, loaned the Company
$53,500 at an interest rate of 5% per annum. This well represented the best of
three proved undeveloped wells in the Company's reserve reports. The well was
drilled in August 1997, and proved to be a dry hole as a result of a significant
change in the sand composition at the crest of the geological structure. The
operation resulted in a write down to the Company of $1,936,300. Subsequent to
the write down of value on such prospect, a re-evaluation of all of the
Company's assets was undertaken, resulting in further write downs totaling an
additional $339,140, which includes $224,761 attributable to the Company's loss
of the Bayou Chauvin lease due to lack of operations by the operator. A
re-evaluation of the anticipated life of the D-J wells further reduced the
Company's asset value.
Effective October 1, 1997, American Rivers sold its interest in its Lake
Hatch Field for $418,000, representing a gain of $85,100 that will be recognized
in the quarter ended December 31, 1997. The Company used approximately $233,000
of the proceeds of such sale to reduce its debt from $750,000 to $517,000. The
Company used another $30,000 of such proceeds to repay a portion of the loan
made by Karlton Terry in connection with the completion of the Sparkle #2 well
and used the remainder of such proceeds to pay trade payables. See "Risk Factors
- - Need for Additional Capital."
Although some viable River Prospects remain, because results from drilling
the River Prospects have not met the Company's expectations and because
management believes it had lost substantial market support as a result of its
ODC merger attempts, the Company has shifted its emphasis to acquiring producing
assets. Such new effort will be targeted with the intention of improving the
Company's results of operations. The Company has hired a Petroleum Engineer, Mr.
Rick Westerberg, to serve as President, with a mandate that he initiate activity
in acquisitions and growth. The Company believes that Mr. Westerberg has a
proven track record and is experienced in acquiring oil and gas producing
properties. With a view to supporting the Company's new direction, Mr. Michael
Humphries of Rothschild Natural Resources has consented to join the Board.
American River's Chairman of the Board of Directors, Karlton Terry, has
informed the Company that he is negotiating with a private party to sell all of
the shares of Class B Common Stock held by him, together with all shares of
Class B Common Stock held by KTOC and a charitable organization founded by him,
representing an aggregate of 5,228,000 shares of Class B Common Stock. The
holders of Class B Common Stock are entitled generally as a single class with
the holders of the Common Stock and, accordingly, a sale of such Class B Common
Stock by Mr. Terry and KTOC would constitute a change in control of the Company.
No definitive agreement with respect to such sale has been reached however, and
the Company cannot predict whether any such agreement will be reached or the
timing of any such sale if an agreement is reached. Moreover, Mr. Terry has
informed the Company that the status of such negotiations is such that it is
uncertain whether all or only a portion of the shares held by him and such other
parties would be sold if an agreement is reached.
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<PAGE>
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares by the
Selling Shareholders.
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the Selling
Shareholders and the Shares offered by the Selling Shareholders pursuant to this
Prospectus. Because the Selling Shareholders may sell all, some or none of their
Shares, no estimate can be made of the number of Shares that are to be offered
hereby or that will be owned by each Selling Shareholder upon completion of the
offering to which this Prospectus relates.
Of the 1,733,815 Shares being offered hereby, 1,217,500 Shares were issued
and sold by the Company in a private placement transaction that was closed on
November 9, 1996. Another 450,000 Shares were issued to two Selling
Shareholders, Francarep, Inc. and Haddon, Inc. in connection with the Asset
Transfer as consideration for certain interests in wells and leases owned by
them that were transferred to the Company in conjunction with the Asset
Transfer. The remaining 66,315 Shares have been issued and sold by the Company
in several separate transactions, primarily in connection with the acquisition
by the Company of interests leases and wells.
<TABLE>
<CAPTION>
<S> <C> <C>
Maximum
Number of
Number of Shares Shares
Name of Selling Shareholder Beneficially Owned Offered
John Alexander Alsko (1) 12,500 12,500
Alvin R. Arlian 10,000 10,000
Attas Boutrous 2,371 2,371
John Roby Bridges, Jr. 25,000 25,000
Tamara Bryant 12,500 12,500
Capital Minerals Company, Inc. 12,000 12,000
Deborah Carballeira 12,500 12,500
Kenneth D. Carlson 25,000 25,000
M. Robert Ching M.D.
Defined Benefit Pension Plan 50,000 50,000
Consult & Assist II 275,000 275,000
Creston Exploration 25,000 25,000
Ivan Dassenko
Defined Benefit Trust 25,000 25,000
Francarep, Inc.(2) 275,000 275,000
William Edward Frerichs 37,500 37,500
Haddon, Inc.(3) 375,000 375,000
Flora M. Hiller 25,000 25,000
Roger and Mary Barbara
Hughes JTWROS 25,000 25,000
Erik R. Hvoslef and
Meredith Cox, trustees of
Erik R. Hvoslef Retirement 12,500 12,500
Erik R. Hvoslef and
Meredith Cox, trustees of
M.C. Clayworks Retirement 12,500 12,500
Erik Riddervold Hvoslef 50,000 50,000
Joseph Calvert Lambert 12,500 12,500
David Lloyd Lewis and
Cheryl Lee Lewis 12,500 12,500
Neil Joseph Montagino 25,000 25,000
Phillip S. Mushlin 50,000 50,000
Stanley E. and Gayle P. Norfleet 12,500 12,500
Craig Olson 50,000 50,000
Thomas S. and Lisa A. Plunkett 25,000 25,000
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<PAGE>
Roger B. Rankin TTEE 50,000 50,000
David L. Roberson 4,444 4,444
Luanne M. Smith 6,250 6,250
Ronald L. Smith 6,250 6,250
Janice Lynn Stanbury 12,500 12,500
Richard D. Taxman 25,000 25,000
Fred F. Teal, M..D. 12,500 12,500
Robert J. Thrailkill (4) 12,500 12,500
Underwood Family Partners, Ltd. 50,000 50,000
Lawrence M. Underwood 30,000 30,000
Mary Alvinna Veatch 12,500 12,500
Robert Dennis Zsalman 25,000 25,000
TOTAL 1,733,815 1,733,815
</TABLE>
(1) Mr. Alsko served as Vice President - Finance of Metro from February
1987 to December 1995. Mr. Alsko also served as Secretary/Treasurer and as a
Director of Bishop from December 1995 to June 1997, at which time Bishop ceased
to be a subsidiary of the Company.
(2) Francarep, Inc. is an affiliate of Rothschild Natural Resources, which
employs Mr. Michael Humphries as its Senior Vice President. Mr. Humphries has
consented to become a member of the Company's Board of Directors.
(3) Haddon, Inc. is indirectly wholly owned by Denis Bell, a member of the
Company's Board of Directors.
(4) Robert J. Thrailkill served as a Director of Metro Capital Corporation
("Metro"), the Company's predecessor, from January 1989 until December
1995. Mr. Thrailkill served as the Vice President - Operations and as a
Director of Bishop from December 1995 to June 1997, at which time
Bishop ceased to be a subsidiary of the Company.
PLAN OF DISTRIBUTION
The Selling Shareholders' Shares may be offered and sold from time to
time in the discretion of the Selling Shareholders. The Selling Shareholders may
sell the Shares from time to time in one or more transactions, in the
over-the-counter market or in privately negotiated transactions, including one
or more underwritten offerings, at fixed prices that may be changed, at market
prices prevailing at the time of offer and sale, at prices related to such
prevailing market prices or at negotiated prices or a combination of such
methods of sale. The Selling Shareholders will act independently of the Company
in making decisions with respect to the timing, manner and size of each sale
hereunder. The Selling Shareholders' Shares may be sold by one or more of the
following methods, without limitation: (i) a block trade in which a broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (ii)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus; (iii) ordinary brokerage
transactions and transactions in which the broker solicits purchases; and (iv)
face-to-face transactions between sellers and purchasers without a
broker/dealer. In effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to participate. Such
brokers or dealers may receive commissions or discounts from Selling
Shareholders in amounts to be negotiated. Such brokers and dealers and any other
participating brokers or dealers may be deemed to be "underwriters" within the
meaning of the Securities Act, in connection with such sales.
Sales of certain of the Selling Shareholders' Shares may also be made
pursuant to Rule 144 under the Securities Act. The Shares may also be offered in
one or more underwritten offerings, on a firm commitment or best efforts basis.
The Company will receive no proceeds from the sale of the Shares by the Selling
Shareholders. The Shares may be sold from time to time in one or more
transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. Such prices will
be determined by the Selling Shareholders or by agreement between a Selling
Shareholder and its underwriters, dealers, brokers or agents.
To the extent required under the Securities Act, the aggregate amount
of Shares being offered and the terms of the offering, the names of any such
agents, brokers, dealers or underwriters and any applicable commission with
respect to a particular offer will be set forth in an accompanying Prospectus
Supplement. Any underwriters, dealers, brokers or agents participating in the
distribution of the Shares may receive compensation in the form of underwriting
documents, concessions, commissions or fees from a Selling Shareholder or
purchasers of Shares, for whom they may act. In addition, sellers of Shares
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<PAGE>
may be deemed to be discount commissions under the Securities Act. Selling
Shareholders may have other business relationships with the Company and its
subsidiaries or affiliates in the ordinary course of business.
From time to time one or more of the Selling Shareholders may transfer,
pledge, donate or assign Shares to lenders, family members and others and each
of such persons will be deemed to be a "Selling Shareholder" for purposes of
this Prospectus. The number of Shares beneficially owned by those Selling
Shareholders who so transfer, pledge, donate or assign Shares will decrease as
and when they take such actions. The plan of distribution for Shares sold
hereunder will otherwise remain unchanged, except that the transferees,
pledgees, donees or other successors will be Selling Shareholders hereunder.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock described
herein will be passed upon for American Rivers by Holme Roberts & Owen LLP,
Denver, Colorado.
EXPERTS
The financial statements incorporated herein by reference in this
Prospectus have been audited by Hein + Associates LLP, independent certified
public accountants, to the extent and for the periods set forth in their report
incorporated herein by reference and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses to be incurred in
connection with the issuance of the securities being registered:
Registration Fee--SEC $ 72
Accountants' Fees and Expenses $ 4,000
Legal Fees and Expenses $10,000
Miscellaneous $ 2,000
Total Costs $16,072
All of the above expenses except the SEC registration fee are estimates.
Item 15. Indemnification of Directors and Officers
The Company's Articles of Incorporation provide that the Company shall
indemnify any person who is or was a director to the maximum extent provided by
statute. Pursuant to Wyoming Business Corporation Act ("WBCA") Section
17-16-851, a corporation may indemnify a person made a party to a proceeding
because he is or was a director against liability incurred in the proceeding if:
(i) he conducted himself in good faith and reasonably believed that his conduct
was in or at least not opposed to the corporation's best interests; and, (ii) in
the case of a criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. A corporation may not indemnify a director: (i) in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation; or, (ii) in connection with any
other proceeding charging improper personal benefit to him, whether or not
involving action in his official capacity, in which he was adjudged liable on
the basis that personal benefit was improperly received by him.
The Company's Articles of Incorporation provide that the Company shall
indemnify any person who is or was an officer and not a director to the maximum
extent provided by law, or to a greater extent if consistent with law and if
provided by resolution of the Company's shareholders or directors, or in a
contract. Pursuant to WBCA Section 17-16-856, a corporation may indemnify a
current or former officer who is not a director to the extent, consistent with
public policy, that may be provided by its articles of incorporation, bylaws,
general or specific action of its board of directors or contract.
Item 16. Exhibits and Financial Statement Schedules
<TABLE>
<CAPTION>
<S> <C>
3.1 Articles of Incorporation and Bylaws. (Incorporated by reference to Exhibit 3.2 to the Registrant's annual report on
Form 10-K for the year ended March 31, 1992, File No. 0-10006.)
3.2 Amendments, dated November 29, 1995, to the Registrant's Articles of Incorporation. (Incorporated by reference to
Exhibit 3.3 to the Registrant's annual report on Form 10-KSB for the year ended March 31, 1996, File No. 0-10006.)
3.3 Amendment to the Articles of Incorporation dated August 5, 1996. (Incorporated by reference to the Registrant's report
on Form 8-K dated August 9, 1996, File No. 0-10006.)
5.1 Form of opinion of Holme Roberts & Owen LLP regarding the legality of the securities. (2)
10.4 1987 Stock Bonus Plan dated December 17, 1987. (Incorporated by reference to Exhibit 10.4 to the Registrant's annual
report on Form 10-K for the year ended March 31, 1989, File No. 0-10006.)
10.5 Asset Purchase Agreement, dated October 19, 1995 among the Registrant,
Karlton Terry Oil Company, Karlton Terry and Jubal Terry. (Incorporated
by reference to the Registrant's report on Form 8-K dated December 8,
1995, File No. 0-10006.)
10.6 Operating Agreement dated November 30, 1995 among the Registrant, Karlton Terry Oil Company, Bishop Cable
Communications Corporation, Karlton Terry and Jubal Terry. (Incorporated by reference to the Registrant's report
on Form 8-K dated December 8, 1995, File No. 0-10006.)
10.7 Management Agreement dated November 30, 1995 among the Registrant, Bishop Cable Communications Corporation
and Robert E. Thrailkill. (Incorporated by reference to the Registrant's report on Form 8-K dated December 8, 1995,
File No. 0-10006.)
II-1
<PAGE>
10.8 Voting Agreement dated November 30, 1995 among the Registrant, Bishop
Cable Communications Corporation, Karlton Terry Oil Company, Karlton
Terry and Jubal Terry. (Incorporated by reference to the Registrant's
report on Form 8-K dated December 8, 1995, File No. 0-10006.)
10.9 Employment Agreement entered into as of October 1, 1997 to be effective as of January 1, 1998, between the
Registrant and Karlton Terry. (1)
10.10 1995 Stock Option and Stock Compensation Plan as adopted on December 8,
1995. (Incorporated by reference to Exhibit 10.10 to the Registrant's
annual report on Form 10-KSB for the year ended March 31, 1996, File
No. 0-10006.)
10.11 Credit Agreement between the Registrant and Professional Bank, dated
September 13, 1996. (Incorporated by reference to Exhibit 10.10 to the
Registrant's annual report on Form 10-KSB for the year ended March 31,
1997, File No. 0-10006.)
10.12 Option to Purchase between the Registrant and Creston Exploration,
dated June 15, 1997. (Incorporated by reference to Exhibit 10.12 to the
Registrant's quarterly report on Form 10-QSB for the quarter ended June
30, 1997, File No. 0-10006.)
10.13 Employment Agreement, dated October 1, 1997, between the Registrant and Richard E. Westerberg. (Incorporated
by reference to Exhibit 10.12 to the Registrant's quarterly report on Form 10-QSB for the quarter ended September 30,
1997, File No. 0-10006.)
10.14 Purchase and Sale Agreement, dated September 1, 1997, between the
Registrant and Karlton Terry Oil Company (Incorporated by reference to
Exhibit 10.13 to the Registrant's quarterly report on Form 10-QSB for
the quarter ended September 30, 1997, File No. 0-10006.)
10.15 Purchase and Sale Agreement, dated September 1, 1997, between the
Registrant and Karlton Terry Oil Company. (Incorporated by reference to
Exhibit 10.14 to the Registrant's quarterly report on Form 10-QSB for
the quarter ended September 30, 1997, File No. 0-10006.)
10.16 First Amendment of Credit Agreement, dated as of December 29, 1997, among the Registrant, Karlton Terry, Jubal
Terry and Vectra Bank DTC Branch (formerly known as Professional Bank). (1)
10.17 Employment Agreement, entered into as of October 1, 1997 to be effective as of January 1, 1998, between the
Registrant and Jubal Terry. (1)
23.1 Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1)(2)
23.2 Consent of Hein + Associates LLP (1)
24.1 Power of Attorney (1)
</TABLE>
(1) Filed herewith.
(2) To be filed by amendment.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
the Registration Statement or any material change to such information in the
Registration Statement;
(b) that for the purpose of determining any liability under the Act each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof;
(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
(d) that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant
II-2
<PAGE>
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Denver, Colorado on the 21st day of
January, 1998.
American Rivers Oil Company
By /s/ Karlton Terry
Karlton Terry
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
Name Position Date
/s/ Karlton Terry Chairman of the Board of Directors January 21, 1998
- ------------------------------------
Karlton Terry
/s/ Richard E. Westerberg President January 21, 1998
- ------------------------------------
Richard E. Westerberg (Principal Executive Officer)
/s/ Jubal S. Terry Director, Vice President and January 21, 1998
- ------------------------------------
Jubal S. Terry Secretary/Treasurer
(Principal Financial Officer)
/s/ Denis Bell Director January 21, 1998
Denis Bell
/s/ Michael Humphries Director January 21, 1998
Michael Humphries
</TABLE>
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<PAGE>
Exhibit 10.9
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of October 1, 1997 to be effective
as of January 1, 1998, by and between American Rivers Oil Company (AROC), a
Wyoming corporation ("Employer"), and Karlton Terry ("Employee"). Until this
agreement takes effect Karlton Terry and American Rivers Oil Company shall
remain subject to the existing Employment Agreement
RECITALS
WHEREAS, Employer is desirous of hiring Employee as one of
it's key employees; and
WHEREAS, Employee is willing to accept employment as an
employee of Employer in Denver, Colorado; and
WHEREAS, the parties hereto desire to delineate the
responsibilities of Employee and the expectations and obligations of
Employer;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and obligations herein contained, the parties hereto agree as
follows:
AGREEMENT
1. Employment. Employer hereby employs Employee, and
Employee hereby accepts employment with Employer, upon the terms and
conditions set forth in this Agreement.
2. Term of Employment. The employment of Employee shall
commence on January 1, 1998 and shall continue for a period of 36
months, unless sooner terminated pursuant to the provisions hereof.
3. Duties.
3.1 Basic Duties of Employee. Subject to the direction of the
Board of Directors of Employer, Employee shall serve as Chief Executive Officer
of Employer and shall fulfill all duties and obligations accruing to such
office. In addition Employee shall continue to serve as a director of the
company.
3.2 Time Devoted to Employment. Employee shall devote
approximately half of his professional time to the business of the Employer
during the term of this agreement, however, Employer understands Employee will
be granted reasonable and nonrestrictive time, necessary to fulfill any personal
obligations he may need to address.
1
<PAGE>
3.3 Place of Performance of Duties. The services of Employee shall
be performed at Employer's place of business and at such other locations as
required to fulfill Employee's duties.
4. Compensation.
4.1 Basic Salary. As compensation for services rendered pursuant
to this Agreement, Employer shall pay Employee $8,333 per month starting in
January of 1998 and continuing for 36 consecutive months. Payment shall be made
in accordance with Employer's payroll practices for all other employees.
Employer agrees it will manage its budget in order to fulfill this obligation.
4.2 Expense Reimbursements. Subject to such policies and
procedures as may be adopted by Employer, Employee shall be entitled to
reimbursement for travel, entertainment and other expenses actually incurred on
behalf of Employer to the extent such expenses are incurred in connection with
direct activities of Employer.
4.3 Fringe benefits. Employee shall be entitled to 3 weeks
vacation and absences for illness according to Employer policies. Employee shall
have the right to participate in Employer's medical plan, insurance plans, and
401K plan at Employee's sole expense, unless the Employer decides to offer this
benefit as further compensation (whether such plans exist at time of employment
or are created later), which can be done at any time during the Employee's term
of employment.
4.4 Incentive Bonus. Employer may pay to Employee an incentive
bonus to be determined in good faith by members of the Board of Directors of the
Company, which may be determined by such factors as performance of Employee
and/or profitability of Employer.
4.5 Stock Option Plan or Other Plans of Employer. Employee shall
be permitted to participate in any Stock Option Plan or other Plans not related
to the grant of options to purchase stock of Employer that are provided by
Employer to officers of Employer as such Plans are implemented and revised from
time-to-time by the Board of Directors.
5. Termination of Employment.
5.1. By Notice. This Agreement, and the employment of Employee
hereunder, may be terminated by Employee or Employer upon 30 days written notice
of termination; provided, however, in the event Employer shall terminate this
Agreement for any reason other than the occurrence of any events set forth in
Section 5.2, Employer shall immediately pay all the compensation provided in
Paragraph 5.3 below.
5.2 Other Termination. This Agreement, and the
employment of Employee hereunder, shall terminate within 30 days of the
occurrence of any of the following events:
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<PAGE>
(1) The death of Employee or the loss of legal
capacity.
(2) The failure of the Employee to devote a reasonable and
substantial portion of his professional time to Employee's duties or the willful
and habitual neglect of duties.
(3) The willful engaging by Employee in an act of dishonesty
constituting a crime under the laws of the State of Colorado.
(4) The continued incapacity in excess of 90 days on the part
of the Employee to perform his duties, unless waived by the Employer.
(5) By mutual written agreement of Employee and
Employer.
(6) Upon the expiration of the term of this
Agreement.
(7) Employee's voluntary termination of his
employment with Employer.
5.3 Effect of Termination on Compensation. In the event of the
termination of Employee's employment pursuant to this Agreement prior to the
completion of the term of employment specified herein, Employee shall
immediately be entitled to receive the compensation earned by him (including
bonuses) prior to the date of such termination as provided in this Agreement. In
the event of the termination of Employee's employment for any cause other than a
cause enumerated in Paragraph 5.2, Employer shall pay Employee the balance of
the unpaid base salary which would otherwise be payable to Employee during the
remainder of the term of this Agreement. Employer shall be entitled to no
further compensation, in the nature of severance pay or otherwise upon the
termination of his employment pursuant to this Agreement, unless the Board of
Directors of the company decide such additional compensation is warranted.
5.4 Remedies. No termination of the employment of Employee
pursuant to the terms of this Agreement shall prejudice any other remedy to
which any party to this Agreement may be entitled either at law, in equity, or
under this Agreement.
6. Property Rights and Obligations of Employee.
6.1 Trading in Public Stock. Employee agrees he will not
personally trade in AROC Common stock via any transaction other than a
transaction with AROC, Karlton Terry Oil Company (KTOC) or it's affiliates,
which is board approved.
6.2 Trade Secrets. Employee agrees to keep all
confidential discussions with regard to Employer, it's corporate
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<PAGE>
strategies, acquisition and drilling prospects and any and all information
related thereto so long as such information has not previously been publicly
released by duly authorized representatives of Employer or otherwise lawfully
entered the public domain.
6.3 Property of Employer. Employee agrees that all documents,
reports, files, analyses, maps, proposals, computer software or hardware,
seismic data and similar materials that are made by him or come into his
possession by reason of his employment with Employer are the property of
Employer and shall not be used by him in any way, except with written consent of
Employer.
7. Indemnification. Employer shall indemnify and hold harmless
Employee to the full extent permitted by Wyoming law, the Articles of
Incorporation and the By-laws of Employer and any other applicable statute,
rule, code or common law principle from and against any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies (including all attorney's fees) arising, resulting from or relating
to the performance by Employee of his obligations to Employer hereunder.
Employee is given Board approval to acquire Directors and Officers Liability
Insurance on behalf of the company and it's officers and directors, with an
annual premium amount not to exceed $5,000 per year.
8. General Provisions.
8.1 Notices. Any notices or other communications required or
permitted to be given hereunder shall be given sufficiently only if in writing
and served personally or sent by certified mail, postage prepaid and return
receipt requested, addressed as follows:
If to Employer: American Rivers Oil Company
700 East 9th Avenue
Suite 106
Denver, Colorado 80203
If to Employee: Karlton Terry
356 Lafayette
Denver, Colorado 80218
Either party may changes his/its address for purposes of this Agreement by
giving written notice of such change.
8.2 Choice of Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Colorado.
8.3 Entire Agreement; Modification and Waiver. This Agreement
supersedes any and all other agreements, whether oral or written, between the
parties hereto with respect to employment. Any modification of this Agreement
shall be effective only if it is in writing and signed by both parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any
4
<PAGE>
other provision, whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be binding unless executed in writing by both
parties making the waiver.
8.4 Assignment. Because of the personal nature of the services to
be rendered hereunder, this Agreement may not be assigned in whole or in part by
Employee without the prior written consent of Employer. However, subject to the
foregoing limitation, this Agreement shall be binding on, and shall inure to the
benefit of, the parties hereto and their respective heirs, legatees, executors,
administrators, legal representatives, successors, and assigns.
8.5 Severability. If for any reason whatsoever, any one or more of
the provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable, or invalid as applied to any particular case or in all cases,
such circumstances shall not have the effect of rendering any such provision
inoperative, unenforceable, or invalid in any other case or of rendering any of
the other provisions of this Agreement inoperative, unenforceable, or invalid.
8.6 Corporate authority. Employer represents and warrants as of
the date hereof that Employer's execution and delivery of this Agreement to
Employee and the carrying out of the provisions hereof have been duly authorized
by Employer's Board of Directors and further represents and warrants that
neither the execution and delivery of this Agreement, nor the compliance with
the terms and provisions thereof by Employer will result in the breach of any
state regulation, administrative or court order, nor will such compliance
conflict with, or result in the breach of, any of the terms or conditions of
Employer's Articles of Incorporation or Bylaws, as amended, or any agreement or
other instrument to which Employer is a party, or by which Employer is or may be
bound, or constitute an event of default thereunder, or with the lapse of time
or the giving of notice or both constitute an event of default thereunder.
8.7 Attorney's Fees. In any action at law or in equity to enforce
or construe any provisions or rights under this Agreement, the unsuccessful
party or parties to such litigation, as determined by the courts pursuant to a
final judgment or decree, shall pay the successful party or parties all costs,
expenses, and reasonable attorneys' fees incurred by such successful party or
parties (including, without limitation, such costs, expenses, and fees on any
appeals), and if such successful party or parties shall recover judgment in any
such action or proceedings, such costs, expenses, and attorneys' fees shall be
included as part of such judgment.
8.8 Counterparts. The Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8.9 Headings and Captions. Headings and captions are
included for purposes of convenience only and are not a part hereof.
5
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8.10 Consultation with Counsel. Employee acknowledges that he has
had the opportunity to consult with counsel independent of Employer regarding
the entering into of this Agreement and has done so to the extent he sees fit.
Employer acknowledges that this Agreement has been review by corporate Counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first written above at Denver, Colorado.
"EMPLOYER"
American Rivers Oil Company
By: /s/ Richard E. Westerberg
Richard E. Westerberg
"EMPLOYEE"
/s/ Karlton Terry
Karlton Terry
6
<PAGE>
Exhibit 10.16
FIRST AMENDMENT OF CREDIT AGREEMENT
THIS FIRST AMENDMENT OF CREDIT AGREEMENT (this "Amendment"), dated as
of December 29, 1997, is by and among AMERICAN RIVERS OIL COMPANY, a Wyoming
corporation, KARLTON TERRY, individually, and JUBAL S. TERRY, individually
(collectively, "Borrower"), and VECTRA BANK DTC BRANCH ("Vectra"), formerly
known as Professional Bank.
RECITALS
A. Borrower and Professional Bank entered into a letter agreement
dated September 13, 1996 (the "Credit Agreement"), in order to set forth the
terms upon which Professional Bank would make available to Borrower a revolving
line of credit. Capitalized terms used herein but not defined herein shall have
the same meanings as set forth in the Credit Agreement.
B. Borrower and Vectra wish to enter into this Amendment in
order to amend certain terms and provisions of the Credit Agreement.
AMENDMENT
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Credit Agreement. The Credit Agreement shall be, and
hereby is, amended as follows of the date hereof:
(a) By changing all references therein to "Professional Bank" to
refer to "Vectra Bank DTC Branch f/k/a Professional Bank", and to incorporate
therein the definition of Vectra set forth in the first paragraph of this
Amendment.
(b) By substituting the following for clause (1) of Section
1.1(b) on page 1 of the Credit Agreement:
(1) make an Advance after September 12, 1997, except that,
on or about December 29, 1997, Vectra shall make a final Advance
(the "Final Advance") in the amount of $22,525.00, which shall
bring the outstanding principal balance of the Loan to
$540,000.00;
(c) By substituting the following for Section 1.3 on
page 1 of the Credit Agreement:
1.3. Mandatory principal payments from Borrower to Vectra
shall be required as set forth in Section 2.2 below. The entire
outstanding principal balance of the Loan, together with all accrued
interest and other amounts payable to Vectra hereunder or under the
Note, shall be due
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and payable, if not previously paid, on March 13,
1998.
(c) By inserting the following at the end of Section
1.4 on page 2 of the Credit Agreement:
In no event shall the proceeds of the Final Advance be used
for any purpose other than: (a) the payment to Vectra of accrued
interest on the Loan through January 1, 1998, (b) the payment of an
engineering fee currently owing to Kent Lina in the amount of
$2,540.00, (c) the payment to Vectra of a loan fee in the amount of
$2,700.00, and (d) the payment of legal fees due David G. Stolfa for
past legal services and services in connection with this Amendment in
the amount of $1,000.00.
(d) By substituting the following for Section 4.2(b) on
page 8 of the Credit Agreement:
(b) Additional Debt. AROC will not create, incur, assume or
permit to exist any outstanding debt, except: (1) the Loan, (2) trade
debt owed to suppliers, pumpers, mechanics, materialmen and others
furnishing goods or services to AROC in the ordinary course of AROC's
business, (3) debt as to which the obligee's repayment rights are
limited to specific items of property pledged by Borrower and as to
which the obligee has no recourse to the general credit of Borrower,
and (4) existing debt of Borrower shown on the financial statements
heretofore submitted by Borrower to Professional Bank.
(e) Exhibit B attached hereto shall be substituted for Exhibit B
attached to the Credit Agreement.
2. The Note. The Note shall be amended, such amendment to
be effected by an Allonge (the "Allonge"), between Borrower and Vectra,
to be attached to the Note and to be substantially in the form of
Exhibit A attached hereto and made a part hereof.
3. Loan Documents. All references in any document to the
Credit Agreement shall refer to the Credit Agreement, as amended
pursuant to this Amendment. All references in any document to the Note
shall refer to the Note, as amended pursuant to the Allonge.
4. Conditions Precedent. The obligations of the parties
under this Amendment are subject, at the option of Vectra, to the prior
satisfaction of the condition that Borrower shall have delivered to
Vectra the following (all documents to be satisfactory in form and
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<PAGE>
substance to Vectra and, if appropriate, duly executed and/or acknowledged on
behalf of the parties other than Vectra):
(a) This Amendment.
(b) The Allonge.
(c) A Consent of Guarantor and Amendment of Guaranty in the form
of Exhibit C attached hereto and made a part hereof.
(d) Any and all other loan documents required
by the Bank.
5. Representations and Warranties. Borrower hereby certifies to Vectra
that, as of the date of this Amendment, all of Borrower's representations and
warranties contained in the Credit Agreement are true, accurate and complete in
all material respects, no Event of Default has occurred and no event has
occurred which, with the giving of notice, the lapse of time, or both, would
constitute an Event of Default.
6. Continuation of the Credit Agreement. Except as specified in this
Amendment, the provisions of the Credit Agreement shall remain in full force and
effect, and if there is a conflict between the terms of this Amendment and those
of the Credit Agreement or any other document executed and delivered in
connection therewith, the terms of this Amendment shall control.
7. Expenses. Borrower shall pay all reasonable expenses
incurred in connection with the transactions contemplated by this
Amendment, including without limitation all reasonable fees and
expenses of Vectra's attorney.
8. Miscellaneous. This Amendment shall be governed by and construed
under the laws of the State of Colorado and shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns. This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument.
EXECUTED as of the date first above written.
VECTRA BANK DTC BRANCH f/k/a
PROFESSIONAL BANK
By: /s/ James B. Bills
Vice President
AMERICAN RIVERS OIL COMPANY
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<PAGE>
By: /s/ Richard E. Westerberg
President
By: /s/ Jubal S. Terry
Vice President
/s/ Karlton Terry
KARLTON TERRY
/s/ Jubal S. Terry
JUBAL S. TERRY
4
<PAGE>
EXHIBIT A
ALLONGE
FOR VALUE RECEIVED, AMERICAN RIVERS OIL COMPANY, a Wyoming
corporation, KARLTON TERRY, individually, and JUBAL S. TERRY, individually (all
of the foregoing being herein collectively called "Borrower"), and VECTRA BANK
DTC BRANCH f/k/a PROFESSIONAL BANK ("Vectra"), hereby amend the Promissory Note
dated September 13, 1996, in the face amount of $1,000,000, made by Borrower,
payable to the order of Professional Bank (the "Note"), as follows:
1. All references in the Note to "Professional Bank" or
"Payee" shall be deemed to refer to Vectra Bank DTC Branch formerly
known as Professional Bank; and
2. By substituting "March 13, 1998" for "September 13, 1997" as
the maturity date of the Note in line 4 of the third paragraph on page 1 of the
Note.
This Allonge is to be governed by and construed according to the laws
of the State of Colorado.
DATED as of December 29, 1997.
VECTRA BANK DTC BRANCH f/k/a
PROFESSIONAL BANK
By: /s/ James B. Bills
James B. Bills,
Vice President
AMERICAN RIVERS OIL COMPANY
By: /s/ Richard E. Westerberg
President
By: /s/ Jubal S. Terry
Vice President
/s/ Karlton Terry
KARLTON TERRY
/s/ Jubal S. Terry
JUBAL S. TERRY
A-1
<PAGE>
EXHIBIT B
COMMITMENT AMOUNT
Time Period Commitment Amount
09/13/96 - 09/30/96 $1,000,000.00
10/01/96 - 10/31/96 $980,174.00
11/01/96 - 11/30/96 $960,405.00
12/01/96 - 12/31/96 $940,724.00
01/01/97 - 01/31/97 $921,130.00
02/01/97 - 02/28/97 $901,772.00
03/01/97 - 03/31/97 $882,347.00
04/01/97 - 04/30/97 $863,005.00
05/01/97 - 05/31/97 $843,743.00
06/01/97 - 06/30/97 $824,560.00
07/01/97 - 07/31/97 $805,455.00
08/01/97 - 08/31/97 $786,427.00
09/01/97 - 12/28/97 $767,475.00
12/29/97 - 03/12/98 $540,000.00
From and after 03/13/98 $0.00
B-1
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EXHIBIT C
CONSENT OF GUARANTOR
AND AMENDMENT OF GUARANTY
For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, KARLTON TERRY OIL COMPANY ("Guarantor"), as the
guarantor under a Guaranty dated September 13, 1996 (the "Guaranty"), given by
Guarantor to Professional Bank, now known as Vectra Bank DTC Branch (the
"Bank"), to guaranty certain obligations of American Rivers Oil Company, Karlton
Terry and Jubal S. Terry (collectively, "Borrowers") to the Bank, hereby
consents to, and agrees with the Bank that the Guaranty shall be amended to
reflect, the transactions set forth in and contemplated by the First Amendment
of Credit Agreement dated as of December 29, 1997 (the "First Amendment"), among
Borrowers and the Bank, including without limitation: (1) the extension to March
13, 1998 of the final maturity date of the loan made pursuant to the Credit
Agreement (as defined in the First Amendment) at which time all then-outstanding
principal, interest, fees, expenses and other amounts payable in connection with
the Credit Agreement shall be due and payable in full, and (2) the provisions of
the First Amendment permitting Borrowers to receive, on or about December 29,
1997, a final advance of the loan made pursuant to the Credit Agreement.
The Guaranty shall be further amended by changing all references
therein to "Professional Bank" to refer to "Vectra Bank DTC Branch f/k/a
Professional Bank".
This Instrument may be executed in any number of counterparts, each of
which shall be an original and no one of which need be signed by all of the
parties, but all of which together shall constitute one and the same instrument.
Guarantor hereby ratifies the Guaranty, as amended hereby.
DATED as of December 29, 1997.
KARLTON TERRY OIL COMPANY
By: /s/ Karlton Terry
President
VECTRA BANK DTC BRANCH f/k/a
PROFESSIONAL BANK
By: /s/ James B. Bills
Vice President
C-1
<PAGE>
Exhibit 10.17
EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of October 1, 1997 to be effective
as of January 1, 1998, by and between American Rivers Oil Company (AROC), a
Wyoming corporation ("Employer"), and Jubal S. Terry ("Employee"). Until this
agreement takes effect Jubal S. Terry and American Rivers Oil Company shall
remain subject to the existing Employment Agreement
RECITALS
WHEREAS, Employer is desirous of hiring Employee as one of
it's key employees; and
WHEREAS, Employee is willing to accept employment as an
employee of Employer in Denver, Colorado; and
WHEREAS, the parties hereto desire to delineate the
responsibilities of Employee and the expectations and obligations of
Employer;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual covenants and obligations herein contained, the parties hereto agree as
follows:
AGREEMENT
1. Employment. Employer hereby employs Employee, and
Employee hereby accepts employment with Employer, upon the terms and
conditions set forth in this Agreement.
2. Term of Employment. The employment of Employee shall
commence on January 1, 1998 and shall continue for a period of 12
months, unless sooner terminated pursuant to the provisions hereof.
3. Duties.
3.1 Basic Duties of Employee. Subject to the direction of the
Board of Directors of Employer, Employee shall serve as Vice President of
Geology of Employer and shall fulfill all duties and obligations accruing to
such office. In addition Employee shall continue to serve as a director of the
company.
3.2 Time Devoted to Employment. Employee shall devote
substantially all of his professional time to the business of the Employer
during the term of this agreement, however, Employer understands Employee will
be granted reasonable and nonrestrictive time, necessary to fulfill any personal
obligations he may need to address.
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<PAGE>
3.3 Place of Performance of Duties. The services of Employee shall
be performed at Employer's place of business and at such other locations as
required to fulfill Employee's duties.
4. Compensation.
4.1 Basic Salary. As compensation for services rendered pursuant
to this Agreement, Employer shall pay Employee $4,167 per month starting in
January of 1998 and continuing for 12 consecutive months. Payment shall be made
in accordance with Employer's payroll practices for all other employees.
Employer agrees it will manage its budget in order to fulfill this obligation.
4.2 Expense Reimbursements. Subject to such policies and
procedures as may be adopted by Employer, Employee shall be entitled to
reimbursement for travel, entertainment and other expenses actually incurred on
behalf of Employer to the extent such expenses are incurred in connection with
direct activities of Employer.
4.3 Fringe benefits. Employee shall be entitled to 3 weeks
vacation and absences for illness according to Employer policies. Employee shall
have the right to participate in Employer's medical plan, insurance plans, and
401K plan at Employee's sole expense, unless the Employer decides to offer this
benefit as further compensation (whether such plans exist at time of employment
or are created later), which can be done at any time during the Employee's term
of employment. Employee shall also be entitled to a car allowance in the amount
of $395.00 to be paid monthly to Employee during his term of employment.
4.4 Incentive Bonus. Employer may pay to Employee an incentive
bonus to be determined in good faith by members of the Board of Directors of the
Company, which may be determined by such factors as performance of Employee
and/or profitability of Employer.
4.5 Stock Option Plan or Other Plans of Employer. Employee shall
be permitted to participate in any Stock Option Plan or other Plans not related
to the grant of options to purchase stock of Employer that are provided by
Employer to officers of Employer as such Plans are implemented and revised from
time-to-time by the Board of Directors.
5. Termination of Employment.
5.1. By Notice. This Agreement, and the employment of Employee
hereunder, may be terminated by Employee or Employer upon 30 days written notice
of termination; provided, however, in the event Employer shall terminate this
Agreement for any reason other than the occurrence of any events set forth in
Section 5.2, Employer shall immediately pay all the compensation provided in
Paragraph 5.3 below.
5.2 Other Termination. This Agreement, and the
employment of Employee hereunder, shall terminate within 30 days of the
occurrence of any of the following events:
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<PAGE>
(1) The death of Employee or the loss of legal
capacity.
(2) The failure of the Employee to devote a reasonable and
substantial portion of his professional time to Employee's duties or the willful
and habitual neglect of duties.
(3) The willful engaging by Employee in an act of dishonesty
constituting a crime under the laws of the State of Colorado.
(4) The continued incapacity in excess of 90 days on the part
of the Employee to perform his duties, unless waived by the Employer.
(5) By mutual written agreement of Employee and
Employer.
(6) Upon the expiration of the term of this
Agreement.
(7) Employee's voluntary termination of his
employment with Employer.
5.3 Effect of Termination on Compensation. In the event of the
termination of Employee's employment pursuant to this Agreement prior to the
completion of the term of employment specified herein, Employee shall
immediately be entitled to receive the compensation earned by him (including
bonuses) prior to the date of such termination as provided in this Agreement. In
the event of the termination of Employee's employment for any cause other than a
cause enumerated in Paragraph 5.2, Employer shall pay Employee the balance of
the unpaid base salary which would otherwise be payable to Employee during the
remainder of the term of this Agreement. Employer shall be entitled to no
further compensation, in the nature of severance pay or otherwise upon the
termination of his employment pursuant to this Agreement, unless the Board of
Directors of the company decide such additional compensation is warranted.
5.4 Remedies. No termination of the employment of Employee
pursuant to the terms of this Agreement shall prejudice any other remedy to
which any party to this Agreement may be entitled either at law, in equity, or
under this Agreement.
6. Property Rights and Obligations of Employee.
6.1 Trading in Public Stock. Employee agrees he will not
personally trade in AROC Common stock via any transaction other than a
transaction with AROC, Karlton Terry Oil Company (KTOC) or it's affiliates,
which is board approved.
6.2 Trade Secrets. Employee agrees to keep all
confidential discussions with regard to Employer, it's corporate
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<PAGE>
strategies, acquisition and drilling prospects and any and all information
related thereto so long as such information has not previously been publicly
released by duly authorized representatives of Employer or otherwise lawfully
entered the public domain.
6.3 Property of Employer. Employee agrees that all documents,
reports, files, analyses, maps, proposals, computer software or hardware,
seismic data and similar materials that are made by him or come into his
possession by reason of his employment with Employer are the property of
Employer and shall not be used by him in any way, except with written consent of
Employer.
7. Indemnification. Employer shall indemnify and hold harmless
Employee to the full extent permitted by Wyoming law, the Articles of
Incorporation and the By-laws of Employer and any other applicable statute,
rule, code or common law principle from and against any and all claims, demands,
losses, costs, expenses, obligations, liabilities, damages, recoveries and
deficiencies (including all attorney's fees) arising, resulting from or relating
to the performance by Employee of his obligations to Employer hereunder.
Employee is given Board approval to acquire Directors and Officers Liability
Insurance on behalf of the company and it's officers and directors, with an
annual premium amount not to exceed $5,000 per year.
8. General Provisions.
8.1 Notices. Any notices or other communications required or
permitted to be given hereunder shall be given sufficiently only if in writing
and served personally or sent by certified mail, postage prepaid and return
receipt requested, addressed as follows:
If to Employer: American Rivers Oil Company
700 East 9th Avenue
Suite 106
Denver, Colorado 80203
If to Employee: Jubal S. Terry
17 Skyline Dr.
Wheatridge, Colorado 80215
Either party may changes his/its address for purposes of this Agreement by
giving written notice of such change.
8.2 Choice of Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Colorado.
8.3 Entire Agreement; Modification and Waiver. This Agreement
supersedes any and all other agreements, whether oral or written, between the
parties hereto with respect to employment. Any modification of this Agreement
shall be effective only if it is in writing and signed by both parties. No
waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall
any waiver
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<PAGE>
constitute a continuing waiver. No waiver shall be binding unless executed in
writing by both parties making the waiver.
8.4 Assignment. Because of the personal nature of the services to
be rendered hereunder, this Agreement may not be assigned in whole or in part by
Employee without the prior written consent of Employer. However, subject to the
foregoing limitation, this Agreement shall be binding on, and shall inure to the
benefit of, the parties hereto and their respective heirs, legatees, executors,
administrators, legal representatives, successors, and assigns.
8.5 Severability. If for any reason whatsoever, any one or more of
the provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable, or invalid as applied to any particular case or in all cases,
such circumstances shall not have the effect of rendering any such provision
inoperative, unenforceable, or invalid in any other case or of rendering any of
the other provisions of this Agreement inoperative, unenforceable, or invalid.
8.6 Corporate authority. Employer represents and warrants as of
the date hereof that Employer's execution and delivery of this Agreement to
Employee and the carrying out of the provisions hereof have been duly authorized
by Employer's Board of Directors and further represents and warrants that
neither the execution and delivery of this Agreement, nor the compliance with
the terms and provisions thereof by Employer will result in the breach of any
state regulation, administrative or court order, nor will such compliance
conflict with, or result in the breach of, any of the terms or conditions of
Employer's Articles of Incorporation or Bylaws, as amended, or any agreement or
other instrument to which Employer is a party, or by which Employer is or may be
bound, or constitute an event of default thereunder, or with the lapse of time
or the giving of notice or both constitute an event of default thereunder.
8.7 Attorney's Fees. In any action at law or in equity to enforce
or construe any provisions or rights under this Agreement, the unsuccessful
party or parties to such litigation, as determined by the courts pursuant to a
final judgment or decree, shall pay the successful party or parties all costs,
expenses, and reasonable attorneys' fees incurred by such successful party or
parties (including, without limitation, such costs, expenses, and fees on any
appeals), and if such successful party or parties shall recover judgment in any
such action or proceedings, such costs, expenses, and attorneys' fees shall be
included as part of such judgment.
8.8 Counterparts. The Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
8.9 Headings and Captions. Headings and captions are
included for purposes of convenience only and are not a part hereof.
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<PAGE>
8.10 Consultation with Counsel. Employee acknowledges that he has
had the opportunity to consult with counsel independent of Employer regarding
the entering into of this Agreement and has done so to the extent he sees fit.
Employer acknowledges that this Agreement has been review by corporate Counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first written above at Denver, Colorado.
"EMPLOYER"
American Rivers Oil Company
By: /s/ Richard E. Westerberg
Richard E. Westerberg
"EMPLOYEE'
/s/ Jubal S. Terry
Jubal S. Terry
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Exhibit 23.2
Consent of Hein + Associates
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration statement of
American Rivers Oil Company on Form S-3 of our report dated May 21, 1997 (except
for the fifth paragraph of Note 1 as to which the date is June 20, 1997), on our
audits of the consolidated financial statements of American Rivers Oil Company
as of March 31, 1997, and for each of the years in the two-year period ended
March 31, 1997, which report is included in the Company's Annual Report on Form
10-KSB.
HEIN + ASSOCIATES LLP
Denver, Colorado
January 14, 1998
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<PAGE>
Exhibit 24.1
Power of Attorney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Karlton Terry and Jubal Terry, and each
of them, his attorneys-in-fact, with full power of substitution, for him in any
and all capacities, to sign a registration statement to be filed with the
Securities and Exchange Commission (the "Commission") on Form S-3 in connection
with the registration by American Rivers Oil Company, a Wyoming corporation (the
"Company"), of securities ("Securities") on behalf of certain Selling
Shareholders, and all amendments (including post-effective amendments) thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Commission; and to sign all documents in
connection with the qualification and sale of the Securities with state and
federal authorities; granting unto said attorneys-in-fact full power and
authority to perform any other act on behalf of the undersigned required to be
done in the premises, hereby ratifying and confirming all that said
attorneys-in-fact may lawfully do or cause to be done by virtue hereof.
/s/ Karlton Terry January 21, 1998
Karlton Terry
/s/ Richard E. Westerberg January 21, 1998
- ---------------------------
Richard E. Westerberg
/s/ Jubal S. Terry January 21, 1998
- ---------------------------
Jubal Terry
/s/ Denis Bell January 21, 1998
Denis Bell
/s/ Michael Humphries January 21, 1998
Michael Humphries
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<PAGE>
