-----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, EZ3QYwHhjbhrFkC05n4F27sdDONLLkLhxi3GOK2YYqE64cgXcsTBYIU8ba5DaCIt T/AsvztjCeHR2xQPveH5Pg== 0001031880-97-000013.txt : 19970725 0001031880-97-000013.hdr.sgml : 19970725 ACCESSION NUMBER: 0001031880-97-000013 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970724 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BISHOP CAPITAL CORP CENTRAL INDEX KEY: 0001028426 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 840901126 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51289 FILM NUMBER: 97644496 BUSINESS ADDRESS: STREET 1: 716 COLLEGE VIEW DRIVE CITY: RIVERTON STATE: WY ZIP: 82501 BUSINESS PHONE: 3078563800 MAIL ADDRESS: STREET 1: 716 COLLEGE VIEW DRIVE CITY: ROVERTON STATE: WY ZIP: 82501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANCAREP INC CENTRAL INDEX KEY: 0000923628 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 50 AV DES CHAMP ELYSEES CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 0113313225 MAIL ADDRESS: STREET 1: 50 AV DES CHAMP ELYSEES CITY: PARIS STATE: I0 ZIP: 75008 SC 13D 1 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 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 EX-24 2 POWER OF ATTORNEY 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, -----END PRIVACY-ENHANCED MESSAGE-----