SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the period ended December 31, 1999
Commission File Number 0-2734
AMERICAN MIDLAND CORPORATION
Exact name of registrant as specified in its charter
13-1919009
New York IRS Employer Ident.
State or other jurisdiction of incorporation)
Apartado 337 Puntarenas, Costa Rica
(Address of principal executive offices)
011 506 661 0355
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
common stock, par value $.0l per share Over the counter
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by (X) whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part 111 of this Form 10K or any amendment to this Form 10K.
Aggregate market value of voting stock held by non-affiliates of the
Registrant computed by reference to the price at which the Registrant's Common
Stock was sold as of February 28, 2000: $50.000.
Number of shares outstanding of the Registrant's Common Stock,
as of February 28, 2000:
5,696,000.
<PAGE>
Part 1.
Item 1. Business
American Midland Corporation ("American"), a New York Corporation organized in
February 1959, has been inactive for more than six (6) years. Effective January
1, 1994, American closed its office and terminated all its employees. It's
transfer agent recently resigned due to non payment for it's services. American
owns a forty-five percent(45%)interest in Talmana S.A.("Talmana"), a Costa Rican
corporation engaged in Shrimp fishing in Costa Rica. American has been
attempting to sell its investment in Talmana for the past three years without
any success. It's ability to sell the company is restricted by Costarican law
which requires that a fishing license in Costa Rica must be owned by a
Costarican citizen. Also the phenomena know as "El Nino" has negatively impacted
the fishing industry in Costa Rica. Management estimates that if it is unable to
sell the company and is forced to liquidate Talmana that it will realize only a
fraction, if any, of its investment.
Discontinued operations
Prior to 1990 American terminated its involvement in its real estate operation
in the State of Florida. Judgments were entered against American for
approximately $2,300,000 on defaulted mortgage obligations. In 1996 American
settled these obligations from its working capital and loans from its officers.
Employees
American did not have any employees in 1999.
Item 2. Properties
American maintains a mailing address at Apartado 337 Puntarenas, Costa Rica.
Item 3. Legal proceedings
There are no legal proceedings pending against American.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the calendar year
covered by this report.
PART 11
Item 5. Market for the Registrant's common stock and Related Security holder
Matters.
American's common stock is traded in the over-the counter market, and, until
September 30, 1990, was quoted on the Automated Quotation System of the National
Association of Securities Dealers, Inc. ("NASDQ"). Although American's common
stock continues to be listed in the National Daily Quotation Service "pink
sheets", there is now only a limited or sporadic public trading market in its
stock which since January 1, 1991, has been trading for approximately $. 01 per
share. No dividends or other distributions have been paid with respect to the
common stock of American
<PAGE>
Item 6. Selected Financial Data.
Amount in thousands except for per share data
Year ended December 31,
1999 1998 1997 1996 1995
Sales
Interest & Misc Income 0 0 0 7 5
Total 0 0 0 7 5
Income/(loss) continuing
operations (2,000) -81 137 91 43
Net Income/(loss) (2,000) -81 137 91 43
Per share Income(loss)
continuing operations 0 -.02 .02 .02 .01
Weighted Average
common shares 5696 5696 5696 5696 5696
Amount in thousands except for per share data
Year ended December 31,
1999 1998 1997 1996 1995
Total Assets 1,027,000 3690 3771 3642 3642
Long Term Debt
Subordinated Debt
Stockholders'
Equity/Deficit 563,000 2379 2460 2323 -188
Note:American has not paid any cash dividends during the five years ended
December 31, 1999.
<PAGE>
Item 7.Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General
This discussion should be read in conjunction with the financial statements for
details of revenues, operating results and other information relating to the
various segments Americans operations. American is inactive and has no offices,
employees or business. It owns a forty five percent interest(45%) in a
Costarican Company "Talmana" which it has been attempting to sell for the past
three years. To date Talmana has been unable to locate a buyer for the company
and may be forced to liquidate. In the event of liquidation it is estimated that
American will receive little, if any value for its investment. In 1999 American
wrote down its investment in Talmana to one million dollars ($1,000,000) and in
the event it is unable to find a buyer and forced to liquidate the company it
may be forced write it off completely.
Current Operations.
American is inactive.
Liquidity and Capital Resources.
American is inactive, does not have any employees and has minimal operating
expenses. It is exploring various alternatives, including the sale of its
interest in Talmana in order to raise sufficient funds to pay its obligations
and become actively involved in an operating company. If it is unscuccessful it
may be required to liquidate the company.
Effects of Inflation and Competition
inapplicable.
<PAGE>
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated financial statements
Balance Sheets- December 31, 1999 and 1998;
For the years ended December 31, 1999, 1998, 1997:
Statements of Operations
Statements of Stockholders' Equity/Deficit Statements of Cash Flow
Notes to consolidated financial statements
Item 9.Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
BDO Seidman ("BDO") resigned as American's principal accountant in February,
1993. During American's fiscal years ended December 31, 1991 and December 31,
1992, and the subsequent interim period preceding BDO's resignation ( as well as
with respect to the fiscal year ended December 31, 1990) there were no
disagreements with BDO on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of the former accountant,
would have caused it to make reference to the subject matter thereof in
connection with its report.
As a result of BDO's untimely resignation and American's present financial
condition, the following Consolidated Financial Statements have not been
audited.
<PAGE>
AMERICAN MIDLAND CORP
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS December 31,
1999 1998
Current Assets
Cash 4,000 6,000
Accounts Receivable 23,000
Total Current Assets 27,000 6,000
Investments in and Advances to Unconsolidated
Subsidiary, at Equity ( Note 1 ) 1,000,000 3,684,000
Total Assets 1,027,000 3,690,000
LIABILITIES & STOCKOLDERS'EQUITY
LIABILITIES:
Current Liabilities
Accounts Payable and Accrued Expenses 160,000 $ 160,000
Notes Payable 304,000 304,000
Total Current Liabilities 464,000 464,000
Excess of losses and distributions over
investment and Advances to
Real Estate Joint Ventures, at Equity 0 847,000
STOCKHOLDERS' EQUITY:
Preferred stock, $10 par value, 2,000,000
shares authorized, none issued
Common Stock, $.0l par value, 20,000,000
shares authorized 5,696,000 shares
outstanding 57,000 57,000
Capital in excess of par value 24,785,000 24,785,000
Deficit (24,279,000) (22,785,000)
Total Stockholders' Equity 563,000 $ 2,379,000
$ 1,027,000 $ 3,690,000
The accompanying notes are an integral part of these financial statements.
<PAGE>
AMERICAN MIDLAND CORPORATION
CONSOLIDATED RESULTS OF OPERATIONS
(UNAUDITED)
December 31,
1999 1998 1997
Sales
Gross Profit ( Loss)
Expenses:
Selling & Admin. 2,000 1,000 1,000
Total Expenses 2,000 1,000 1,000
Other Income (Expenses)
Interest & Other Income
Gain on sale of assets
Income (loss) from continuing
operations before equity in gain
or ( loss ) of unconsolidated
joint ventures & taxes on income ( 2,000) (1,000) (1,000)
Equity in gain or (loss) of
unconsolidated joint
subsidiaries and joint ventures (80,000) 138,000
Income (loss) from continuing
operations
before taxes on income (2,000) (81,000) 137,000
Taxes on income
Income (loss) from continuing
operations (2,000) (81,000) 137,000
Write down of investments to fair
market value net of write off of
intercompany items no longer
applicable and prior period
adjustments. (1,894,800)
Net income (loss) per share (.33) (.02) .02
Weighted average common
shares outstanding 5,696,000 5,696,000 5,696,000
See accompaning notes
to financial statements.
<PAGE>
AMERICAN MIDLAND CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW
(UNAUDITED)
Year Ended December 31,
1999 1998 1997
Cash Flow from Operating Activities:
Net Income ( Loss) (1,896,800) (81,000) 137,000
Adjustments to reconcile net
Income ( loss) to cash provided
by ( used In ) operating
activities:
Write down of investments & other
non cash adjustments (1,894,000)
Receivable Decrease (increase )
in liabilitesEquity in gain of
unconsolidated subsidiary - (80,000) (138,000)
Cash Provided by ( Used in )
Operations (2,000) (1,000) (1,000)
Increase (decrease) In cash (2,000) (1,000) (1,000)
Cash at beginning of period 6,000 7,000 8,000
Cash at end of period 4,000 6,000 7,000
The accompanying notes are an integral part of these financial statements
<PAGE>
AMERICAN MIDLAND CORPORATION
NOTES TO CONSOLIDATED STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of American
Midland Corporation ("American"). American reports its investment in Talmana as
an investment in an unconsolidated subsidiary on the equity method. The 1998 and
1997 statements include the results of the company's 45% owned subsidiary for
the years ended September 30, 1998 and December 31, 1997. The December 31, 1999
statement does not include the results of Talmana. American wrote down it's
investment in Talmana as at December 31, 1999 to $1,000,000 and has been
subsequently advised by Talmana that it may be forced to liquidate and American
may not receive any return from it's investment.
Cash Equivalents
American considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash equivalents. Income
Taxes Provisions or benefits are made for deferred income taxes on all
significant timing differences which represent the tax effects of transactions
reported for tax purposes in periods different than for financial reporting
purposes.
In December, 1987, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 96, "Accounting for Income Taxes".
The effective date had been delayed, and in February, 1992, changed by
Statement 109, "Accounting for Income Taxes".
Statement 109 established financial accounting and reporting standards for the
effects of income taxes that result from a company's activities during the
current and preceding year. It requires an asset and liability approach in
calculating current and deferred taxes based on the difference between financial
statement balances and the tax basis of assets and liabilities at the currently
enacted tax rates. .
NOTE 2 - GOING CONCERN
American has suffered recurring losses from its operations and its current
obligations exceed its current assets. It has recently settled substantial
obligations and funded set settlements by loans from officers with an option to
convert $30,000 of said loans into 3,000,000 shares of common stock. It is
attempting to raise additional funds and /or sell its interest in Talmana to
finance future operations. These matters raise substantial concern about
American's ability to continue as a going concern.
Per Share Calculations
The computation of per share amounts is based on the weighted average number of
common shares outstanding in each period and includes Common stock equivalents,
which include stock options and convertible debentures, are either insignificant
or anti-dilutive.
<PAGE>
4. Investments.
In July, 1989, a partnership , consisting of American and The First Republic
Corporation of America ("FRCA") acquired, as equal partners, a 40% interest in a
shrimp fishing and tuna processing operation in Costa Rica, doing business as
Talmana, S.A.
Effective August 1,1990, American acquired FRCA's interest in Talmana in
exchange for American's then remaining interst in a Florida seafood business. At
the same time, American and its Costa Rican partners dissolved their
partnership. American obtained a 45% interest in the shrimp operations and the
Costa Rican partners obtained a 100% interest in the tuna operations. American
and the former Costa Rican partners operate their respective businesses
independependently.
In 1992, American entered into a shareholders' agreement with Nebot S.A.
("Nebot") the owner of fifty -five percent of the stock in the Costa Rican
corporation. The shareholders' agreement defined the rights and obligations of
the partners and provided for the issuance of $3,000,000 of perferred stock to
American in consideration for its investment in Talmana (in addtiion to the 45%
of the common stock of Talmana which American continues to own). American's
ownership of a $3,000 10 year 6% redeemable preferred stock due December 31,
2002 and it's ownership of forty five percent of the outstanding common shares
of Talmana S.A. is carried on the books as an investment in an unconsolidated
subsidiary. Dividends on the preferred stock may be paid in any year in which
Talmana has after tax earnings in excess of $1,500,000 if declared by the board
of directors of Talmana. Dividends have not been paid and have not been accrued
on the books of American. Unpaid dividends are payable on the Redemption date of
the preferred stock. American's investment is carried on its books on the equity
method of accounting
5. Results of Operations of Talmana.
The December 31, 1999 financial statement does not includes the results from
operations for Talmana for its fiscal year ended in 1999. American wrote down
its investment in Talmana to $1,000,000 as at December 31, 1999. If American is
unable to find a buyer for its investment and Talmana is forced to liquidate it
is estimate that American will receive little or no return on its investment.
6.Settlement of Obligation.
In 1996 American settled its obligations with the FDIC, Nations Bank and Stephen
Bernstein for amounts substantially reduced amounts. The difference between the
amount paid and the amount of the obligations were credited to paid in surplus.
<PAGE>
AMERICAN MIDLAND CORPORATION
Subsidiaries of American
(at December 31, 1999)
The following is a list of American's significant subsidiaries and the state in
which each such subsidiary or partnership was incorporated or organized:
State of
Incorporation
Talmana Costa Rica
<PAGE>
PART IV
Item 4. Exhibits, Financial Statement schedules and Reports on Form 8-k.
(a) Exhibits
Subsidiaries of American.
(b) Reports on form 8k
There were no reports on form 8K filed by the Registrant during the year
ended December 31, 1999.
<PAGE>
Item 10, Directors and Executive officers of American
Name Position Age Elected Director
Emil Ramat Chairman of the Board of
Directors & President 77 1974
Irwin S. Lampert Vice Pres/Sec'y Treasurer
and Director 68 1984
Mr Ramat has been Chairman of the Board, President and Chief Executive Officer
of American for more than the past five years.
Mr. Lampert has been a director and Senior Vice President, Treasurer and
Chief Financial Officer of American for more than the past five years.
.
Item 11, Executive compensation
During the twelve months ended December 31, 1999, none of American's
executive officers received any remuneration from American.
Item 12, Security ownership of Certain Beneficial owners and
Management
(a) As of February 28, 2000, American knows of no person or group owning
beneficially more than 5% of its outstanding common stock, except for Jonathan
P. Rosen, who owned beneficially 464,500 shares, (including 98,700 of American's
shares owned by The First Republic Corporation of America, a public company of
which Mr. Rosen is a principal stockholder) , representing 8.15% of the class,
and directors and officers, as a group, who owned beneficially 185,183 shares
representing 3.25% of the class.
<PAGE>
(b) The following table sets forth certain information regarding the ownership
of American's common stock as of February 28, 2000 by each of the directors of
American and the directors and officers of American as a group:
Number of Shares Percent
Name of owner Beneficially owned of class
Irwin S.Lampert 120,500 (1) (2) 2.12%
Emil Ramat 64,683 (2) 1.13%
All Directors and
Officers as a group
(2 persons)
(1)These shares are owned by Judith Lampert.(Mr Lampert's wife)
(2)Does not include an option to convert loans of $30,000 into
3,000,000 shares of common stock. (2,000,000 shares by Emil Ramat and
1,000,000 shares by Irwin Lampert)
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities and
Exchange Acto of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
American Midland Corporation
By/s/ Emil Ramat
Emil Ramat
of the Board of Directors
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
Signature Title
/s/Emil Ramat President and Chairman of the Board
of Directors
March , 2000
Vice President, Director
/s/Irwin S.Lampert March , 2000
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<NAME> AMERICAN MIDLAND CORPORATION
<S> <C>
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<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
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<COMMON> 57,000
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