SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
Aspen Exploration Corporation
(Name of Subject Company)
Aspen Exploration Corporation
(Name of Person Filing Statement)
Common Stock, par value $0.05 per share
(Title of Class of Securities)
045295300
(CUSIP Number of Class of Securities)
R.V. Bailey, Chief Executive Officer
2050 S. Oneida Street, Suite 208
Denver, CO 80224
(303) 639-9860
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the persons filing statement)
With Copy To:
Herrick K. Lidstone, Jr.
Burns, Figa & Will, P.C.
6400 South Fiddlers Green Circle
Suite 1000
Greenwood Village, CO 80111
(303) 796-2626
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
ASPEN EXPLORATION CORPORATION
2050 S. Oneida St., Ste. 208
Denver, CO 80224-2426
Telephone: (303) 639-9860
Fax: (303) 639-9863
Email: aecorp2@qwestoffice.net
Web Site: www.aspenexploration.com
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NEWS RELEASE
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ASPEN EXPLORATION CONTINUING TO EXPLORE STRATEGIC ALTERNATIVES
FOR IMMEDIATE RELEASE:
DENVER, COLORADO, November 24, 2008. Aspen Exploration Corporation (OTCBB:
ASPN.OB) has, as previously announced, been investigating strategic alternatives
for its business operations which may include holding its assets and continuing
its business operations. Aspen has had a data room including information about
its assets available in Santa Barbara, California and a number of companies
obtained information about Aspen's properties for the purpose of evaluating the
possible purchase of Aspen's assets or a merger or acquisition transaction or
other business combination. The data room closed on November 21, 2008. Aspen is
evaluating several offers and may receive other offers as well. In addition,
Aspen notes that Royale Energy Inc. announced that it expects to commence an
exchange offer for from 48% to 55% of the outstanding shares of common stock of
Aspen. The possible exchange offer is subject to a number of conditions stated
in Royale's press release, which may or may not occur. Royale Energy did not
have any substantive communications with Aspen before issuing its press release
and Aspen has no further information about Royale Energy's intentions. Royale
did not access Aspen's data room.
Important Information for Investors and Stockholders
The tender offer described herein has not commenced. This announcement and the
description contained herein are provided for informational purposes only and
are neither an offer to purchase nor a solicitation of an offer to sell any
securities of Aspen Exploration Corporation. Any offers to purchase or
solicitations of offers to sell will be made only pursuant to the Tender Offer
Statement on Schedule TO (including the offer to purchase and other documents
relating to the tender offer) which may be filed with the U.S. Securities and
Exchange Commission ("SEC") by Royale Energy Inc. In addition, Aspen Exploration
Corporation will file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the tender offer when and if it is commenced.
Aspen's shareholders are advised to read these documents and any other documents
relating to the tender offer that are filed with the SEC carefully and in their
entirety because they contain important information. Aspen's shareholders may
obtain copies of these documents (when they become available) for free at the
SEC's website at www.sec.gov.
* * * END * * *
DISCLAIMER
This news release contains information that is "forward-looking" in that it
describes events and conditions, which Aspen Exploration Corporation ("Aspen")
reasonably expects to occur in the future. Expectations for the future
performance of the business of Aspen are dependent upon a number of factors, and
there can be no assurance that Aspen will achieve the results as contemplated
herein and there can be no assurance that Aspen will be able to conduct its
operations or production from its properties will continue as contemplated
herein. Certain statements contained in this report using the terms "may,"
"expects to," and other terms denoting future possibilities, are forward-looking
statements. The accuracy of these statements cannot be guaranteed as they are
subject to a variety of risks, which are beyond Aspen's ability to predict, or
control and which may cause actual results to differ materially from the
projections or estimates contained herein. These risks include, but are not
limited to: the possibility that the described operations (including any
proposed exploration or development drilling) will not be completed on economic
terms, if at all, or the estimates of reserves may not be accurate. The
exploration for, and development and production of, oil and gas are enterprises
attendant with high risk, including the risk of fluctuating prices for oil and
natural gas, imports of petroleum products from other countries, the risks of
not encountering adequate resources despite expending large sums of money, and
the risk that test results and reserve estimates may not be accurate,
notwithstanding appropriate precautions. Many of these risks are described
herein and in Aspen's annual report on Form 10-KSB, and it is important that
each person reviewing this report understand the significant risks attendant to
the operations of Aspen. Aspen disclaims any obligation to update any
forward-looking statement made herein.