SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bishop Capital Corporation
______________________________________________________________
(Name of Issuer)
Common Stock, par value $.01 per share
________________________________________________________________
(Title of Class of Securities)
0914T 10 7
_________________________________________________________________
(CUSIP Number)
Karlton Terry
American Rivers Oil Company
700 East 9th Avenue
Denver CO 80203
(303) 832-1117
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 20, 1997
_________________________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box / /.
1 NAME OF REPORTING PERSON
Francarep, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Wyoming
NUMBER OF 7 SOLE VOTING POWER
SHARES 68,750
BENEFICIALLY 8 SHARED VOTING POWER*
OWNED -0-
BY 9 SOLE DISPOSITIVE POWER
EACH 68,750
REPORTING 10 SHARED DISPOSITIVE POWER
PERSON -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,750
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates
is Common Stock, par value $.01 (the "Securities"), of Bishop Capital
Corporation (the "Issuer"), whose principal executive offices are
located at 716 College View Drive, Riverton, Wyoming 82501.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being made by Francarep, Inc., a Wyoming
corporation (the "Reporting Person"). Information is also provided
with respect to entities and individuals (collectively, the "Related
Parties") listed below:
(i) Francarep, S.A., a French societe anonyme which owns 100% of
the outstanding capital stock of Francarep, Inc. and, Paris-Orleans
S.A., a French societe anonyme which owns 62% of the outstanding
shares of Francarep S.A.
(ii) The executive officers and directors of Francarep, Inc.,
consisting of:
David de Rothschild Chairman of the Board
Georges Babinet President and Director
Pierre-Alain Letinier Vice-President and Director
A. Stanley Gluck Secretary and Director
(iii) the executive officers and directors of Francarep, S.A.,
consisting of:
CONSEIL DE SURVEILLANCE DIRECTOIRE
President President
M. Eric de Rothschild M. David de Rothschild
Vice-President Vice President
M. Claude Chouraqui M. Jean-Charles Naouri
Membres du Counseil: Membres de Direciaire
___________________ _______________________
M. Roger Cukierman M. Georges Babinet
M. Bernard Darty M. Marc-Olivier Laurent
M. Bernard Fraigneau
M. Jacques Getten
M. Theodore Klein
M. Guy de Mailly Nesle
M. Jacques Nahmias
M. Gerard Worms
AIG Europ
Cie Financiere Edmond de
Rothschild Banque
(iv) the executive officers and directors of Paris-Orleans
S.A., consisting of:
Eric de Rothschild Chairman of the
Board and President
Directors:
____________________
M. Bernard Fraigneau
M. Jacques Getten
M. Christian de Labriffe
M. Alexandre de la Rochefoucauld
M. David de Rothschild
M. Edouard de Rothschild
M. Robert de Rothschild
M. Gerard Worms
Les Assurances Generales de France-Vie
representee par M. Roger Papaz
Caisse d'Espargue de Langue Roussillion
representee par M. Lelis Blasquez
(b) The addresses of the Reporting Person is:
Francarep, Inc.
50 Ave des Champs-Elysees
75008 Paris, France
(c) The present principal occupation or employment of each of
the Related Parties that is an individual is specified on Schedule A.
(d) None of the Reporting Person or any of the Related Parties
has, during the past five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Person or any of the Related Parties
has, during the past five years, been party to any civil proceeding of
a judicial or administrative body of competent jurisdiction as the
result of which any such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to Federal or State securities laws or
finding any violation with respect to such laws.
(f) The jurisdiction of organization or citizenship of each of
the Related Parties is specified in Schedule A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Securities of the Issuer specified as beneficially owned by
the Reporting Person in Item 5 were received by the Reporting Person
as a partial liquidating dividend, on a one-for-four basis, on the
275,000 shares of common stock, par value $.01 per share, of American
Rivers Oil Company, a Wyoming corporation, ("American Rivers") held by
the Reporting Person. Prior to such distribution, the Issuer was a
wholly-owned subsidiary of American Rivers. Such distribution was
declared in 1996, payable to the holders of common stock of American
Rivers as of November 18, 1996. The distribution of the Securities
was made on June 20, 1997.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person did not seek to acquire the Securities
specified in Item 5, but acquired such Securities passively as the
result of the distribution described in Item 3. None of the Reporting
Person or any of the Related Parties has any plans or proposals that
relate to or would result in any of the actions described in subitems
(a) through (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) In the aggregate, the Reporting Person owns 68,750 shares,
or 7.8%, of the outstanding Securities, all of which are directly
owned by the Reporting Person. None of the Reporting Person or any of
the Related Parties has any right to acquire any other Securities.
(b) The Reporting Person has sole power to vote and to direct
the voting of, and sole power to dispose or direct the disposition of
the Securities specified in Item 5(a).
(c) The Reporting Person effected no transactions in the
Securities in the past 60 days, other than the acquisition of the
Securities specified in Item 5(a) in payment of the in-kind dividend
distributed to the holders of the common stock of American Rivers as
described in Item 3. The Reporting Person paid no consideration in
respect of its receipt of such Securities.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in
this Statement is true, complete and correct.
Date: July 21, 1997
FRANCAREP, Inc.
By: /s/ Karlton Terry
________________________
Name: Karlton Terry
Title: Attorney-in-Fact
SCHEDULE A
Jurisdiction of Principal
Organization or Business or
Name and Business Address Citizenship Occupation
_________________________ _______________ _____________
Francarep, Inc. Wyoming Oil and Gas
c/o The Corporation Trust Company
1720 Carey Avenue
Cheyenne, Wyoming
(registered agent,
Principal business
address is the same
as Francarep, S.A.)
Francarep, S.A. France Holding Company
50, avenue des Champs-
Elysees
75008 Paris
France (principal office)
Paris-Orleans S.A. France Holding Company
17, avenue Matignon
75008 Paris,
France
David de Rothschild France Banker
Rothschild & Cle Banque
17, avenue Matignon
75008 Paris
France
Georges Babinet France Member of the
Francarep, S.A. Directors of
50, avenue des Champs- Francerep S.A.
Elysees
75008 Paris
France
Pierre Alain Letinier France Executive of
Francerep, S.A. Francerep, S.A.
50, avenue des Champs-
Elysees
75008 Paris
France
Bernard Darty France President of
17, avenue George V Societe Darty
75008 Paris
France
Rothschild & Cle Banque France Bank
17, avenue Matignon
75008 Paris
France (principal office)
Caidle & Efargnt des France Bank
Langnedoc
252 Re Michel Turle
Les Assurances Gonzales de France Insurance Company
France
57 rue de Richelieu
78011 Paris
France (principal office)
Alexandria de la France Duke D' Estisac
Rochefoucauld
7, rue de Matignon
75000 Paris
France
Edouard de Tochschild France Banker
Rothschild & Cle Banque
17 avenue Matignon
75008 Paris
France
Robert de Rothschild France Private Investor
29th Floor
One Rockefeller Plaza
New York, New York 10020
A. Stanley Gluck U.S.A. President of New
New Court Services, Inc. Court Services,
One Rockefeller Plaza Inc.
New York, New York 10020
Jurisdiction of Principal
Organization or Business or
Name and Business Address Citizenship Occupation
_________________________ _______________ _____________
Jacques Gettan France Banker
21 Brd Beausejour
75016 Paris
France
Eric de Rothschild France Banker
Rothschild & Cle Banque
17, avenue Matignon
75008 Paris,
France
Marc Olivier LAURENT France Banker
17 avenue Matignon
75008 Paris
France
Bernard Fraigneau France Managing Partner
41 avenue du Bosquet of L'Lione SCA
75007 Paris
France
Gerard Worms France Banker
17 avenue Matignon
75008 Paris
France
AIG Eurele France Insurance Company
Tour AIG
92079 Paris
LA DEFENSE
France
Jacques Nahmies France President of
35 avenue Bainte Foy Petrorep S.A.
92200 Neully aur Seine
France
Jean-Charles Naouri France President of
33 rue Felicien David Eurle
75016 Paris
France
Roger Culkleman France Executive Officer
47, rue du Faubourg of Compaignie
Saint-Honore Frainciere Edmond
75008 Paris de Rothschild
France
Theodore Klein France Lawyer
44, avenue des Champs-
Elysees
75008 Paris
France
La Compagnie Financiere France Bank
Edmond de Rothschild Banque
47, rue du Faubourg
Sainte-Honore
75008 Paris
France (principal office)
Claude Chouraqui France Banker
46, rue Pierre Chanon
75884 Paris Cedex 06
France
PO Capitalization France Holding Company
50 ave des Champs-Elysees
75008 Paris
France
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that FRANCAREP, INC. ("FRANCAREP") has
made, constituted and appointed and by these presents does make,
constitute and appoint KARLTON TERRY ("Agent") of Denver, Colorado as
the true and lawful attorney-in-fact of FRANCAREP, to act for
FRANCAREP, in the name, place and stead of FRANCAREP, with full power
and authority to do the following acts and to exercise the following
powers, and FRANCAREP intends that Agent's power shall be construed in
the broadest possible manner:
To negotiate and execute on behalf of FRANCAREP documents relating to
the oil and gas business, including leases, assignments of leases,
farmouts, federal form assignments, releases, division orders,
contribution agreements, operating agreements, unit agreements and
other similar documents; to execute, acknowledge and deliver and to
accept delivery of any and all documents or instruments required in
connection with the foregoing; and to take all such other actions
reasonably required, advisable or appropriate in connection with the
foregoing.
FRANCAREP hereby gives and grants unto Agent the full power and
authority to do and perform all and every act and thing whatsoever
requisite, necessary or desirable to be done in regard to the
foregoing, with full power of substitution, hereby ratifying and
confirming all that Agent has heretofore done, shall do or cause to be
done by virtue of these presents, it being understood that this power
and authority will apply exclusively to the properties referred to as
the Grail Partnership, the Cavalry Ltd. Partnership, the White County
General Partnership, the Berge ORRI acquisition, the Kaye Field
(Barfield interest), the Joyce Field Waterflood, leases and wells in
the states of West Virginia and Kentucky pertaining to lands along and
covering the Ohio River, leases and wells associated with the Diamond
Island/Bower lease, leases and wells associated with the Bayou Chauvin
Field in Terrebonne Parish, LA., leases and wells associated with San
Andres Field in Andrews County, TX., and any Division Orders relating
to the Thompson Creek Field in Crook County, WY.
This power and authority shall continue in full force and effect
until January 1, 2020, unless earlier revoked in writing by FRANCAREP.
IN WITNESS WHEREOF, this instrument is executed this 13th day of
January, 1993.
FRANCAREP, INC.
/s/ Pierre-Alain Letinier
__________________________
By: Pierre-Alain LETINIER
Vice President
ACKNOWLEDGMENT
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 13th day of
January 1993, by Pierre-Alain LETINIER.
Witness my hand and official seal.
/s/
___________________
Notary Public
My Commission Expires: January 31, 1994
/s/ Karlton Terry
____________________
SPECIMEN SIGNATURE OF AGENT: Karlton TERRY
STATE OF WEST VIRGINIA, COUNTY OF TYLER, TO-WIT:
OFFICE OF THE CLERK OF THE COUNTY COMMISSION OF TYLER COUNTY.
The foregoing paper writing was this day June 15, 1993 at 3:04 p.m.
presented for record in my office, and thereupon, together with the
certificate thereto annexed, is admitted to record.
Donald C. Kesterson
P.O. Box 2036 Teste: /s/ Donna J. Thomas Clerk,
Parkersburg, WV 26102 Donna J. Thomas
County Commissioner of Tyler County
STATE OF WEST VIRGINIA, OFFICE OF THE CLERK OF THE PLEASANTS COUNTY
COMMISSION,
