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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 3, 1996
AMERICAN CONSOLIDATED GROWTH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-16447 52-1508578
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(State of incorporation) (Commission File Number) (IRS Employer ID number)
8100 EAST ARAPAHOE ROAD, SUITE 309, ENGLEWOOD, CO 80112
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(Address of principal executive office) (Zip code)
(303) 220-8686
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(Registrant's telephone number, including area code)
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Item 1. CHANGES IN CONTROL OF REGISTRANT.
See Item 5 below
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 5 below
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
Item 5. OTHER EVENTS.
On April 4, 1996, the Company executed Subscription Agreements
with certain AMGC debt holders to convert $1,599,563 in short term
debt into restricted common shares of the Company at one dollar
($1.00) per share, seven (7) year promissory notes and/or a
combination thereof.
Pursuant to the Agreements, on April 5, 1996, the Company issued
368,702 shares of AMGC restricted common stock and promissory
notes of $1,230,861 with a seven (7) year term at fourteen percent
(14) interest.
Subscribers to the Agreements waived all claims and rights
formerly held under the 1994 AMGC Putholder Agreement.
Although management can provide no assurance the effect of these
subscription agreements will result in any specific benefit for
AMGC, in the view of management, the potential long term economic
benefits over time may have a favorable material impact on the
Company's ability to secure new sources of financing and on the
future revenues and earnings of the Company.
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On April 3, 1996, the Company's wholly owned subsidiary, Eleventh
Hour, Inc. (EHI) announced the opening of a new branch office in
Springfield, Missouri. The branch office is managed by Ms. Kris
Simpson, formerly a manager in the Overland Park, Kansas office.
EHI is a national provider of temporary and permanent employee
placement services to businesses, professional and service
organizations and government agencies.
On April 4, 1996 the Executive Committee of the Company announced
the results of a meeting of the Board of Directors called on March
27, 1996 at the corporate offices of the Company in Englewood,
Colorado. Upon receiving confirmation from Committees of the Board
and all Directors on April 3, 1996, results of the meeting were
announced as follows:
The Directors confirmed a Mergers & Acquisitions Committee.
Committee members are Mr. Mickey E. Fouts, Chairman and CEO, Mr.
B. Greg Bohannon, CFO, Mr. Cory J. Coppage, Secretary and
Director, and Louis F. Coppage as a special advisor to the
Committee.
The Directors established a Record Date of May 15, 1996 and
Meeting Date of June 27, 1996 for a meeting of the shareholders.
The meeting is to be held in the conference center at the
Englewood Radisson Hotel in Englewood, Colorado at 9:00 AM
(Mountain Standard Time).
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
Not Applicable
Item 8. CHANGE IN FISCAL YEAR.
On April 4, 1996, the Company announced the Board of Directors
passed a resolution changing the fiscal year end of the Company
from June 30 to December 31.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on this 5th day of
April, 1996.
By: /s/ Mickey E. Fouts
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Mickey E. Fouts
Chairman and CEO
Dated 5th day of April, 1996
