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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
Alliance Resources PLC
(Name of Subject Company)
American Rivers Oil Company
(Bidder)
Ordinary Shares of (Pounds)0.01 Each
(Title of Class of Securities)
01877N 10 7
(CUSIP Number of Class of Securities)
Karlton Terry
American Rivers Oil Company
700 East Ninth Avenue, Suite 106
Denver, Colorado 80203
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Bidder)
Copy to:
W. Alan Kailer, Esq.
Jenkens & Gilchrist
A Professional Corporation
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
(214) 855-4500
_____________________
Calculation of Filing Fee:*
- -------------------------------------------------------------------------------
Transaction Valuation** Amount of Filing Fee***
$4,648,256 $930
- -------------------------------------------------------------------------------
* Filing Fee paid with previous filing.
** For purposes of calculating the fee only. The filing fee was calculated
pursuant to Section 14d-1 of the Securities Exchange Act of 1934, as
amended, and Rule 0-11 thereunder, on the basis of 53,684,336 Ordinary
Shares.
*** 1/50 of one percent of the value of the securities to be acquired.
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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<S> <C>
Amount Previously Paid: $ 1,300
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Form or Registration No.: 333-85237
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Filing Party: American Rivers Oil Company
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Date Filed: August 13, 1999
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(1) Names of Reporting Persons: American Rivers Oil Company
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S.S. or I.R.S. Identification No. of Above Person: 84-0839926
-----------------------
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] (b) [ ]
(3) SEC Use Only
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(4) Source of Funds (See Instructions) OO
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(5) Check Box If Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(e) or 2(f) [ ]
(6) Citizenship or Place of Organization Delaware
--------------------------------------
(7) Aggregate Amount Beneficially Owned
by Each Reporting Person 0 ordinary shares
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(8) Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares (See Instructions) [ ]
(9) Percent of Class Represented by Amount in Row (7) 0%
-------------------------
(10) Type of Reporting Person (See Instructions) CO
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This Amendment No. 2 to the Schedule 14D-1 (the "Amendment") is being filed
on behalf of American Rivers to supplement certain information sent to the
shareholders related to the Exchange Offer. The item numbers and responses
thereto below are in accordance with the requirements of Schedule 14D-1 of the
Securities Exchange Act of 1934, as amended.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(4) Press Release dated November 22, 1999
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: November 22, 1999 AMERICAN RIVERS OIL COMPANY
By: /s/ Karlton Terry
---------------------
Name: Karlton Terry
Title: President
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
(a)(4) Press Release dated November 22, 1999
6
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EXHIBIT (a)(4)
PRESS ANNOUNCEMENT
AMERICAN RIVERS OIL COMPANY ("AROC")
RECOMMENDED OFFER FOR
ALLIANCE RESOURCES PLC ("ALLIANCE")
(November 22, 1999)
AROC is pleased to announce that as at 3:00 p.m. on 19th November, 1999 pursuant
to the recommended offer made by AROC for the whole of the issued share capital
of Alliance (the "Offer") acceptances in respect of 34,446,593 Alliance shares,
representing 72.53% of the issued share capital of Alliance had been received.
The Offer is conditional on the holders of at least a majority of the Alliance
shares having accepted the Offer. The Offer will remain open for further
acceptances until 7th December, 1999 when it is intended to declare the Offer
unconditional in all respects. Alliance shareholders who accept the Offer will
receive one share of AROC common stock for each ordinary share of Alliance held.
If AROC receives acceptances in respect of 90% or more of Alliance's issued
share capital, AROC intends to pursue a process of compulsory acquisition of the
remaining Alliance shares under sections 429-430F of the Companies Act 1985.
AROC is also pleased to announce that on 18th November 1999 the shareholders of
American Rivers Oil Company ("American Rivers"), a company incorporated in
Wyoming, have approved the merger of American Rivers with a newly incorporated
subsidiary of AROC. The merger was approved by the holders of more than 67% of
the outstanding shares of American Rivers, whose shares will upon closing each
be converted into the right to receive 0.11 shares of the common stock of AROC.
The directors of AROC and Alliance accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of AROC and Alliance (who have taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
For further details contact:
Alliance Resources PLC American Rivers Oil Company
Jak Keenan Karlton Terry
Chairman and Managing Director President
4200 E Skelly Drive 700 East 9th Street
Tulsa Denver
Oklahoma Colorado 80203
USA USA
Tel: 001 918 491 1100 Tel: 001 303 382 1117
