-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V0rTsFibGpiJokskD2YWbZR2OYhvsz+cQCjiKYyaSCbsLC7yw630ZUbbcASQ/enj ovgquPUfLjfn3Za72RtWvA== 0000930661-99-002757.txt : 19991129 0000930661-99-002757.hdr.sgml : 19991129 ACCESSION NUMBER: 0000930661-99-002757 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991124 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE RESOURCES PLC CENTRAL INDEX KEY: 0000937568 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 000000000 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-54807 FILM NUMBER: 99764550 BUSINESS ADDRESS: STREET 1: 4200 EAST SKELLY DRIVE STREET 2: SUITE 1000 CITY: TULSA STATE: OK ZIP: 74135 MAIL ADDRESS: STREET 1: JENKENS & GILCHRIST PC STREET 2: 1445 ROSS AVENUE SUITE 2900 CITY: DALLAS STATE: TX ZIP: 75202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RIVERS OIL CO /DE/ CENTRAL INDEX KEY: 0001093367 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 700 EAST NINTH AVENUE SUITE 106 CITY: DENVER STATE: CO ZIP: 80203 BUSINESS PHONE: 303832117 MAIL ADDRESS: STREET 1: 700 EAST NINTH AVENUE SUITE 106 CITY: DENVER STATE: CO ZIP: 80203 SC 14D1/A 1 SC 14D1/A - AMENDMENT #2 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. [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. Amount Previously Paid: $ 1,300 --------------------------------------------- Form or Registration No.: 333-85237 ------------------------------------------- Filing Party: American Rivers Oil Company -------------------------------------------------------- Date Filed: August 13, 1999 ----------------------------------------------------------
2 (1) Names of Reporting Persons: American Rivers Oil Company ---------------------------------------------- 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 -------------------------------------------------------------- (4) Source of Funds (See Instructions) OO ---------------------------------------- (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 -------------------------------------------------- (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 ------------------------------- 3 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 4 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 5 EXHIBIT INDEX Exhibit Number Description - ------ ----------- (a)(4) Press Release dated November 22, 1999 6 EX-99.A4 2 PRESS RELEASE 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 -----END PRIVACY-ENHANCED MESSAGE-----