SC 13D

STATE OF OKLAHOMA

COUNTY OF CARTER

0001362310-09-003958.txt : 20090317 0001362310-09-003958.hdr.sgml : 20090317 20090317141115 ACCESSION NUMBER: 0001362310-09-003958 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20090317 DATE AS OF CHANGE: 20090317 GROUP MEMBERS: JOHN GIBBS AND SUSAN GIBBS GROUP MEMBERS: TRIPOWER RESOURCES, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN EXPLORATION CORP CENTRAL INDEX KEY: 0000319458 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840811316 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33130 FILM NUMBER: 09687523 BUSINESS ADDRESS: STREET 1: 2050 S. ONEIDA STREET STREET 2: SUITE 208 CITY: DENVER STATE: CO ZIP: 80224 BUSINESS PHONE: 303-639-9860 MAIL ADDRESS: STREET 1: 2050 S. ONEIDA STREET STREET 2: SUITE 208 CITY: DENVER STATE: CO ZIP: 80224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TriPower Resources, Inc. CENTRAL INDEX KEY: 0001297233 IRS NUMBER: 731415973 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 16 E. STREET S.W. CITY: ARDMORE STATE: OK ZIP: 73401 BUSINESS PHONE: (580) 226-6700 MAIL ADDRESS: STREET 1: POST OFFICE BOX 849 CITY: ARDMORE STATE: OK ZIP: 73402 SC 13D 1 c82755sc13d.htm SC 13D SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. ___)*

Aspen Exploration Corporation

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

045295300

(CUSIP Number)

James W. Larimore, Esq.
20 North Broadway, Suite 1800
Oklahoma City, Oklahoma 73102
(405) 235-7700

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

March 16, 2009

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		045295300


1	NAMES OF REPORTING PERSONS TriPower Resources, LLC, an Oklahoma limited liability company


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	WC

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Oklahoma, United States

		7	SOLE VOTING POWER

NUMBER OF			471,400

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			471,400

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	471,400

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	6.5%

14	TYPE OF REPORTING PERSON

	OO

Page 2 of 6 Pages


CUSIP No.		045295300


1	NAMES OF REPORTING PERSONS John Gibbs and Susan Gibbs


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) þ
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS

	PF

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			225,400

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			471,400

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			225,400

WITH		10	SHARED DISPOSITIVE POWER

			471,400

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	696,800

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	9.6%

14	TYPE OF REPORTING PERSON

	IN

Page 3 of 6 Pages

Item 1. Security and Issuer

This Schedule 13D (this “Statement”) relates to the Common Stock, par value $0.01 per share (“Common Stock”), of Aspen Exploration Corporation, a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2050 South Oneida Street, Suite 208, Denver, Colorado 80224-2426.

Item 2. Identity and Background

This Statement is filed by TriPower Resources, LLC, an Oklahoma limited liability company (“TriPower”) and John and Susan Gibbs (“Gibbs” and together with TriPower, collectively, the “Filing Parties”). The business address of the Filing Parties is P.O. Box 849, Ardmore, Oklahoma 73402. TriPower is organized in Oklahoma. TriPower’s principal business is oil and gas exploration. Mr. Gibbs’ principal occupation is as the Manager of TriPower. Mrs. Gibbs’ is a homemaker. Mr. and Mrs. Gibbs are each citizens of the United States. In the last five years, none of the Filing Parties has been (a) convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) or (b) subject to any 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 as a result of having been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction.

Item 3. Source and Amount of Funds or Other Consideration

The aggregate purchase price of the 225,400 shares of Common Stock held directly by Gibbs is approximately $226,000 (including brokerage fees and expenses). All of these shares of Common Stock were paid for using Gibbs’ personal funds.

The aggregate purchase of the 471,400 shares of Common Stock held directly by TriPower is approximately $515,000 (including brokerage fees and expenses). All of these shares of Common Stock were paid for using TriPower’s working capital funds.

Item 4. Purpose of Transaction

On March 16, 2009, Mr. Gibbs submitted to the Issuer a stockholder resolution (the “Proposal”) and supporting statement in accordance with SEC Rule 14a-8 for inclusion in the Issuer’s proxy statement for its upcoming special meeting of stockholders relating to the Issuer’s proposed sale of substantially all of its assets to Venoco, Inc (the “Sale”). The Proposal recommends that the Issuer’s board of directors implement a plan of liquidation and distribution of the proceeds from the Sale to its stockholders in the event that the Sale is approved. The foregoing description of the Proposal is qualified in its entirety by reference to the Proposal, supporting statement and transmittal letter attached hereto as Exhibit 99.1.

Also on March 16, 2009, Mr. Gibbs submitted a stockholder demand for inspection of the stockholder list to the Issuer to facilitate communication with fellow stockholders. The foregoing description of the stockholder list demand is qualified in its entirety by reference to the stockholder list demand attached hereto as Exhibit 99.2.

Page 4 of 6 Pages

Except as set forth above, the Filing Parties do not have any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) — (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a)-(b) The aggregate number of shares of Common Stock and percentage of the outstanding Common Stock of the Issuer beneficially owned (i) by each of the Filing Parties, and (ii) to the knowledge of the Filing Parties, by each other person who may be deemed to be a member of a group, is as follows:


			Number of		Number of
			Shares: Sole		Shares: Shared
	Aggregate		Power to Vote		Power to Vote		Approximate
Filing Party	Number of Shares		or Dispose		or Dispose		Percentage*

TriPower Resources, LLC		471,400		471,400		0		6.5	%

John and Susan Gibbs		696,800		225,400		471,400		9.6	%


*		Based on 7,259,622 shares of Common Stock outstanding as of February 17, 2009, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.

TriPower disclaims beneficial ownership of the securities held by Gibbs. The number of shares of Common Stock reported as beneficially owned by Gibbs with shared voting and dispositive powers includes all 471,400 shares of Common Stock owned by TriPower, for which Mr. Gibbs serves as a manager.

(d) Not applicable.

(e) Not applicable.


Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Mr. Gibbs is the manager of TriPower. Accordingly, Mr. Gibbs has the rights and power pursuant to his position in TriPower to affect the disposition and voting of the Common Stock of the Issuer held by TriPower. In addition, other than the Joint Filing Agreement, dated as of March 16, 2009, between the Filing Parties (the “Joint Filing Agreement”), pursuant to which the parties agreed to jointly file this Schedule and any and all amendments and supplements thereto with the SEC, there are no other contracts, arrangements, understandings or relationships among the Filing Parties with respect to the Common Stock of the Issuer.

Page 5 of 6 Pages

Item 7. Material to Be Filed as Exhibits

The following Exhibits are filed with this Statement:


99.1			Letter from John Gibbs to Aspen Exploration Corporation dated March 16, 2009, with Stockholder Proposal and Supporting Statement.

99.2			Letter from John Gibbs to Aspen Exploration Corporation dated March 16, 2009, regarding stockholder list demand.

99.2			Joint Filing Agreement dated March 16, 2009, by and among TriPower Resources, LLC, John Gibbs and Susan Gibbs.

Signature

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: March 16, 2009.	TRIPOWER RESOURCES, LLC, an Oklahoma limited liability company
	By:	/s/ John Gibbs
		John Gibbs, Manager

	/s/ John Gibbs
	John Gibbs

	/s/ Susan Gibbs
	Susan Gibbs

Page 6 of 6 Pages

EX-99.1 2 c82755exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

March 16, 2009

Mr. R.V. Bailey
Chief Executive Officer
Aspen Exploration Corporation
2050 South Oneida Street, Suite 208
Denver, Colorado 80224

Dear Mr. Bailey:

As a record owner of common stock issued by Aspen Exploration Corporation (“Aspen”), I am submitting the enclosed stockholder resolution and supporting statement in accordance with Rule 14a-8 promulgated by the Securities and Exchange Commission for inclusion in the proxy statement for the upcoming special meeting of stockholders of Aspen relating to the proposed asset sale by Aspen to Venoco, Inc. I am the record owner of at least $2,000 in market value of Aspen common stock. I have held these securities for more than one year as of the date of this letter and will continue to hold at least the requisite number of shares for a resolution through the special stockholders’ meeting. I or my representative will attend the stockholders’ meeting to move the resolution as required.


My address is:		16 E Street SW PO Box 849 Ardmore, Oklahoma 73402


	Very truly yours,
	/s/ John D. Gibbs
	John D. Gibbs

STOCKHOLDER PROPOSAL

RESOLVED, if the sale of Aspen’s property interests pursuant to the Purchase and Sale Agreement, effective February 19, 2009, by and among Aspen, Venoco, Inc., and certain other persons is approved, then the stockholders recommend that Aspen’s board of directors take the steps necessary to implement a plan of liquidation and distribute the proceeds of such asset sale to its stockholders, such plan of liquidation to begin not later than 90 days after closing and consummation of the asset sale.

SUPPORTING STATEMENT

The sale of Aspen’s California properties to Venoco, Inc., as described in this proxy statement, constitutes the sale of substantially all of Aspen’s remaining assets. Two of the main reasons for the sale listed by Aspen’s board of directors are:

	•		The disproportionate cost of Aspen’s general and administrative expenditures required as a result of compliance with the Securities Exchange Act of 1934; and

	•		The likelihood that Aspen’s president will be unable to resume his former role and responsibilities and oversee Aspen’s day-to-day operations.

See Summary Term Sheet for Asset Sale — Reasons for the Asset Sale and The Proposal — Background.

The Aspen board, doing without the full time services of Aspen’s president, has no plan for what to do with the sale proceeds. The board has merely indicated that, “[a]fter the sale, we will evaluate our business alternatives and will further consider our strategic alternatives including, the possibility of exploring a merger, joint venture, or other type of transaction.” See Summary Term Sheet for Asset Sale — Nature of Business following the Asset Sale. The board has only suggested that it will consider opportunities in the “natural resources industry or other industries.” The board has simply proposed to search for something else to do. See The Proposal — Aspen’s Contemplated Activities Following the Asset Sale or Abandonment Thereof.

In today’s troubled economic environment, Aspen’s stockholders would, in the opinion of the proponent of this proposal, be best served if Aspen were liquidated in a prompt and orderly fashion. A speedy liquidation of Aspen after the sale, if it is approved and consummated, will conserve assets and maximize stockholder return by reducing the amount of salaries and overhead and the other general and administrative expenditures required for compliance with the Securities Exchange Act of 1934 — expenses cited by Aspen’s own management as a reason for the sale.

EX-99.2 3 c82755exv99w2.htm EXHIBIT 99.2 Exhibit 99.2

Exhibit 99.2

March 16, 2009

Aspen Exploration Corporation
Attention: Corporate Secretary
2050 South Oneida Street, Suite 208
Denver, Colorado 80224

Re: Request for Stockholder List

Dear Sir/Madam:

The undersigned, John D. Gibbs (the “Stockholder”), is a record owner of common stock of Aspen Exploration Corporation (the “Company”). Pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”), the Stockholder hereby demands under oath to inspect, copy, or make extracts therefrom no later than March 26, 2009, during normal business hours, the following:

(1)

A complete record or list of the Company’s stockholders, certified by the Company or its transfer agent or registrar, showing the names, addresses, and account numbers of each stockholder and the number of shares of stock registered in the name of each such stockholder, as of the most recent date available;

(2)

A CD or diskette or other electronic file of the holders of the Company’s stock as of the most recent date available, showing the names, addresses, account numbers and number of shares held by such stockholders, together with such computer processing data and instructions as are necessary for the Stockholder to make use of such electronic file for verification purposes;

(3)

All daily transfer sheets showing changes in the names, addresses and number of shares of the Company’s stockholders that are in or come into the possession or control of the Company or its transfer agent or registrar, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, from the date of the stockholder list referred to in paragraph (1) above until such time as Stockholder notifies the Company that it no longer requires such daily transfer sheets;

(4)

All information in or that comes into the Company or its transfer agent(s)’ or registrar(s)’ possession or control, or which can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees or their nominees, concerning the names, addresses and number of shares held by the participating brokers and banks named in the individual nominee names of Cede & Co. or other similar depositories or nominees, including respondent bank lists;

(5)

All information in or that comes into the Company’s possession, or that can reasonably be obtained from nominees of any central certificate depository system, concerning the number and identity of the actual beneficial owners of shares, including an alphabetical breakdown of any holdings in the respective names of Cede & Co., and other similar nominees for the accounts of customers or otherwise;

(6)

All information in or that comes into the Company’s possession, or that can reasonably be obtained from brokers, dealers, banks, clearing agencies or voting trustees relating to the names of the beneficial owners of the Company’s stock pursuant to Rule 14b-1(c) or Rule 14b-2(c) under the Securities Exchange Act of 1934, as amended, on CD or diskette or other electronic file, such computer processing data and instructions as are necessary for the Stockholder to make use of such information on CD or diskette or other electronic file, and a hard copy printout of such information for verification purposes. If such information is not in the Company’s possession, custody or control, such information should be requested from Automatic Data Processing Investor Communications Services;

(7)

A stop list or stop lists relating to any shares of stock of the Company and any changes, corrections, additions or deletions from the date of the list referred to in paragraph (1) above until such time as the Stockholder notifies the Company that it no longer requires such changes, corrections, additions or deletions;

(8)

A list of all stockholders owning 1,000 or more shares of Company stock arranged in descending order as of the most recent date available; and

(9)

To the extent not already referred to above, any electronic file that contains any or all of the information encompassed in this letter, together with any program, software, manual or other instructions necessary for the practical use of such information.

The Stockholder further demands that modifications, additions or deletions to any and all information referred to in paragraphs (1) through (9) above (collectively, the “Stockholder List”) be immediately furnished to Stockholder as such modifications, additions or deletions become available to the Company or its agents or representatives.

The purpose of this demand is to enable the Stockholder to communicate with fellow stockholders of the Company regarding the corporate affairs of the Company, including, without limitation, the possible solicitation of proxies for the next annual meeting, the special meeting called by the Company relating to its proposed sale of assets to Venoco, Inc., and/or solicitation of consents.

The Stockholder hereby designates the directors, officers and employees of TriPower Resources, LLC, or any other person designated by the Stockholder, acting together, singly or in any combination, to conduct as his agents, the inspection and copying requested herein.

The Stockholder will pay the reasonable costs of obtaining the Stockholder List.

-2-

Pursuant to Section 220 of the DGCL, the Company is required to respond to this demand within five business days of the date hereof. Accordingly, please advise the undersigned at (580) 226-6700 as promptly as practicable within the requisite timeframe, when and where the Stockholder List will be made available to the Stockholder. If the Company contends that this request is incomplete or is otherwise deficient in any respect, please notify the Stockholder immediately in writing at P.O. Box 849, Ardmore, Oklahoma 73402, setting forth the facts that the Company contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, the Stockholder will assume that the Company agrees that this request complies in all respects with the requirements of the DGCL. The Stockholder reserves the right to withdraw or modify this request at any time.


	Very truly yours,
	/s/ John D. Gibbs
	John D. Gibbs


cc:		The Corporation Trust Company
		Corporation Trust Center
		1209 Orange Street
		Wilmington, Delaware 19801

-3-

I, John D. Gibbs, am a record owner of common stock of Aspen Exploration Corporation. Under penalty of perjury, I affirm that the facts, statements and representations contained in the foregoing demand are true and correct to the best of my knowledge and belief.


	/s/ John D. Gibbs
	John D. Gibbs

Sworn to and subscribed before me this 16th day of March, 2009.


	/s/ Rebecca D. Gibbs
	Notary Public
	Commission No. 0019754 My commission expires: 11-30-2012

EX-99.3 4 c82755exv99w3.htm EXHIBIT 99.3 Exhibit 99.3

Exhibit 99.3

Joint Filing Agreement

The undersigned parties hereby agree that the Schedule 13D filed herewith and all subsequent amendments, supplements and modifications filed thereto relating to the Common Stock of Aspen Exploration Corporation is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each person.


Date: March 16, 2009.	TRIPOWER RESOURCES, LLC, an Oklahoma limited liability company
	By:	/s/ John Gibbs
		John Gibbs, Manager

	/s/ John Gibbs
	John Gibbs

	/s/ Susan Gibbs
	Susan Gibbs