<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
/X/ Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2)
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
AMCOR CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
AMCOR CAPITAL CORPORATION
52300 ENTERPRISE WAY
COACHELLA, CALIFORNIA 92236
January 31, 1996
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
AMCOR Capital Corporation ("Company") which will be held at 10:00 a.m., Pacific
Standard Time, on February 23, 1996, at the Company's headquarters located at
52300 Enterprise Way, Coachella, California, 92236 ("Annual Meeting"). All
holders of the Company's outstanding common stock as of January 23, 1996, are
entitled to vote at the Annual Meeting.
Enclosed is a copy of the Notice of Annual Meeting of Stockholders, Proxy
Statement, and Proxy Card. A current report regarding the business operations of
the Company will be presented at the Annual Meeting and stockholders will have
an opportunity to ask questions.
We hope you will be able to attend the Annual Meeting. Whether or not you
expect to attend, it is important you complete, sign, date, and return the proxy
card in the enclosed envelope in order to make certain that your shares will be
represented at the Annual Meeting.
Sincerely,
SIG
Fred H. Behrens
Chairman of the Board and Chief
Executive Officer
<PAGE> 3
AMCOR CAPITAL CORPORATION
52300 ENTERPRISE WAY
COACHELLA, CALIFORNIA 92236
------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 23, 1996
NOTICE IS HEREBY given that the Annual Meeting of Stockholders of AMCOR
Capital Corporation, a Delaware corporation ("Company"), will be held at 10:00
a.m. Pacific Standard Time, on February 23, 1996, at the Company's headquarters
located at 52300 Enterprise Way, Coachella, California 92236 ("Annual Meeting")
for the following purposes:
1. To elect three (3) members to the Board of Directors of the Company;
2. To approve a change in the price per share of certain outstanding stock
options held by Fred H. Behrens and Robert A. Wright;
3. To approve the extension of the term of certain outstanding stock
options held by Fred H. Behrens and Robert A. Wright;
4. To approve the selection of Kelly & Company to audit the consolidated
financial statements of the Company for the fiscal year beginning
September 1, 1995; and
5. To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on January 23, 1996,
as the record date for the determination of stockholders entitled to notice of
and vote at the Annual Meeting and all adjourned meetings thereof.
By Order of the Board of Directors
SIG
Fred H. Behrens
Chairman of the Board and Chief
Executive Officer
Dated: January 31, 1996
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE RETURN ENVELOPE
FURNISHED FOR THAT PURPOSE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL MEETING. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY
REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT.
<PAGE> 4
AMCOR CAPITAL CORPORATION
52300 ENTERPRISE WAY
COACHELLA, CALIFORNIA 92236
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FEBRUARY 23, 1996
VOTING AND PROXY
This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of AMCOR Capital Corporation ("Company")
for use at the Annual Meeting of Stockholders to be held at 10:00 am., Pacific
Standard Time, on February 23, 1996, at the Company's headquarters located at
52300 Enterprise Way, Coachella, California 92236 ("Annual Meeting") and at any
adjournments thereof. When such proxy is properly executed and returned, the
shares that such proxy represents will be voted in accordance with any
directions noted thereon. If no specification is indicated, the shares will be
voted "FOR" (i) the election as directors of the three (3) nominees named
herein, (ii) for a reduction in the price for certain options held by Fred H.
Behrens and Robert A. Wright, (iii) the approval for the extension of the
exercise date of certain options held by Fred H. Behrens and Robert A. Wright,
and (iv) the ratification of the appointment of the independent certified public
accountants of the Company. Any stockholder giving a proxy has the power to
revoke that proxy at any time before that proxy is voted by (i) giving to the
Secretary of the Company written notice of each revocation, (ii) issuance of a
subsequent proxy, or (iii) voting in person at the Annual Meeting.
At the close of business on January 23, 1996, the record date for
determining stockholders entitled to notice of and to vote at the Annual
Meeting, the Company had issued and outstanding 10,623,631 shares of Common
Stock, $.002 par value per share ("Common Stock"). Each share of Common Stock
entitles the holder of record thereof to one vote on any matter coming before
the Annual Meeting. Only stockholders of record at the close of business on
January 23, 1996, are entitled to notice of and to vote at the Annual Meeting or
at any adjournments thereof.
The Company will pay the expenses of soliciting proxies for the Annual
Meeting, including the cost of preparing, assembling, and mailing the proxy
solicitation materials. Proxies may be solicited personally, or by mail or by
telephone, by directors, officers and regular employees of the Company who will
not be additionally compensated therefor. It is anticipated that this Proxy
Statement and accompanying proxy card will be mailed to all stockholders
entitled to vote at the Annual Meeting on or about February 9, 1996.
The matters to be considered and acted upon at the Annual Meeting are
referred to in the preceding notice and are more fully discussed below.
ELECTION OF DIRECTORS
(PROPOSAL 1)
Directors are elected annually and hold office until the next annual
meeting of stockholders or until their respective successors are elected and
qualified. It is intended that the proxies solicited by the Board of Directors
will be voted for election of the three (3) nominees listed below unless a
contrary instruction is made on the proxy. If, for any reason, one or more of
these nominees should be unavailable as a candidate for director of the Company,
an event which is not anticipated, the persons named in the accompanying proxy
will vote for another candidate or candidates nominated by the Board of
Directors.
All of the nominees for directors are, at present, directors of the
Company.
The following table sets forth certain information with respect to (i) each
nominee for director of the Company, (ii) the named executive officers in the
Summary Compensation Table on Page 4, and (iii) all
<PAGE> 5
director nominees and executive officers of the Company as a group at December
31, 1995, including the number of shares of Common Stock beneficially owned by
each of them.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME AND AGE OR DIRECTOR OWNERSHIP OF COMMON STOCK
IDENTITY OF GROUP SINCE COMMON STOCK OWNERSHIP
- ---------------------------------------------------- -------- ----------------- ------------
<S> <C> <C> <C>
Fred H. Behrens(1)(2)............................... 1988 2,865,900 22.1%
54
Robert A. Wright (1)(3)............................. 1988 2,235,736 17.7%
59
Marlene A. Tapie (4)................................ 1988 228,334 1.9%
40
All Director Nominees and Executive Officers of the
Company as a Group (4 persons).................... 5,370,220 41.7%
</TABLE>
- ---------------
(1) Executive officer of the Company.
(2) Includes 1,365,145 shares of Common Stock held by Behrens Partners, Ltd., a
family limited partnership controlled by Mr. Behrens. Also includes (i)
270,711 shares of Common Stock held in escrow on behalf of Mr. Behrens
pursuant to a stock purchase transaction with a former executive officer of
the Company and (ii) 1,230,044 shares of Common Stock which Mr. Behrens has
the right to acquire upon exercise of stock options.
(3) Includes 250,168 shares of Common Stock which Mr. Wright owns of record.
Also includes (i) 357,845 shares of Common Stock held by Wright Family
Partners, Ltd., a family limited partnership controlled by Mr. Wright; (ii)
751,066 shares of Common Stock held in escrow on behalf of Mr. Wright
pursuant to a stock purchase transaction with a former executive officer of
the Company; and (iii) 876,657 shares of Common Stock which Mr. Wright has
the right to acquire upon exercise of stock options.
(4) Includes 165,834 shares of Common Stock which Ms. Tapie owns of record. Also
includes 62,500 shares of Common Stock which Ms. Tapie has the right to
acquire upon exercise of stock options.
NOMINEES FOR DIRECTORS AND BUSINESS EXPERIENCE
Fred H. Behrens, CPA, has been the Chairman, Chief Executive Officer and a
director of the Company since 1988 and Treasurer and Chief Financial Officer of
the Company since 1990. He is also the Chairman and a director of ACI Farms,
Inc. ("ACI"), a wholly-owned subsidiary of the Company. He has been actively
involved with the Company and its affiliates since August 1979. From 1966 to
1971, Mr. Behrens was on the audit staff of Arthur Andersen & Co.; between 1971
and 1973, he was a principal in a real estate development company; and from 1973
to August 1979, he was employed as a Vice President of an agricultural
management company. Mr. Behrens received a Bachelor of Science degree from the
University of Minnesota School of Business Administration in 1966.
Robert A. Wright has been the President, Chief Operating Officer and a
director of the Company since 1988. He is also the President and a director of
ACI. During the past 24 years, Mr. Wright has been, and continues to be, a
principal in and the President of a farm equipment manufacturing company located
in central Illinois. He has made substantial investments in various agricultural
properties during the past several years. Mr. Wright also served as general
partner or co-general partner for several agricultural real estate partnerships
which were not organized by the Company or its affiliates. He has been active
with the Company and its affiliates since 1981. Mr. Wright received a Bachelor
of Science degree in Business (Management and Finance) from the University of
Colorado in 1958.
Marlene A. Tapie has been a Vice President and director of the Company
since 1988, and between 1988 to 1994 she was also the Secretary of the Company.
Ms. Tapie has been active with the Company and its affiliates since August,
1979. She is, currently, a director of the Company.
2
<PAGE> 6
OTHER EXECUTIVE OFFICER
Barry Goverman has been a Vice President of the Company since 1983 and
maintains an office in Stoughton, Massachusetts, located near Boston. Mr.
Goverman has been active with the Company and its affiliates since 1981. Between
1977 and 1981, Mr. Goverman was a principal of a management consulting firm
specializing in researching investments for brokers, accountants, attorneys, and
financial advisors. During 1976, he was on the staff of a national consulting
firm providing management consulting and research to agencies of federal and
state governments. From 1967 to 1975, Mr. Goverman was a management advisor to
various officials in the Massachusetts state government. Mr. Goverman received a
Bachelor of Arts degree and a Master of Public Administration degree from
Northeastern University in Boston in 1967 and 1971, respectively.
BOARD OF DIRECTORS MEETINGS
The Board of Directors of the Company held 8 meetings and took action by
unanimous written consent on 13 occasions during the fiscal year ended August
31, 1995. No director attended less than 75% of the total number of meetings of
the Board of Directors. The Board of Directors has a Compensation Committee
(consisting of Mr. Behrens and Mr. Wright) which makes recommendations
concerning salaries and incentive compensation for employees of the Company and
an Audit Committee (consisting of Mr. Behrens and Mr. Wright) which reviews the
results and scope of the audit and other services provided by the Company's
independent auditors. The Compensation Committee and Audit Committee each held 2
meetings during the fiscal year ended August 31, 1995.
All directors hold office until the next annual meeting of stockholders of
the Company and the election and qualification of their successors. Officers are
elected annually by, and serve at the discretion of, the Board of Directors.
Directors do not receive any remuneration in connection with attendance at Board
of Directors' meetings.
PRINCIPAL STOCKHOLDERS
The following table sets forth as of December 31, 1995, the identity of
each person known to the Company to be the beneficial owner of more than 5% of
the Company's Common Stock and the respective beneficial ownerships of those
persons.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP PERCENT OF COMMON
OF BENEFICIAL OWNER OF COMMON STOCK(1) STOCK OWNERSHIP
- -------------------------------------------------------- ----------------------- -----------------
<S> <C> <C>
Fred H. Behrens(2)...................................... 2,865,900 22.1%
52300 Enterprise Way
Coachella, CA 92236
Robert A. Wright(3)..................................... 2,235,736 17.7%
52300 Enterprise Way
Coachella, CA 92236
CEDE & Company(4)....................................... 1,216,726 10.3%
P.O. Box 20
Bowling Green Station
New York, NY 10274-0020
</TABLE>
- ---------------
(1) Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, the persons named in this table have
sole voting and investment power with respect to all shares of Common Stock.
(2) Includes 1,365,145 shares of Common Stock held by Behrens Partners, Ltd., a
family limited partnership controlled by Mr. Behrens. Also includes (i)
270,711 shares of Common Stock held in escrow on behalf of Mr. Behrens
pursuant to a stock purchase transaction with a former executive officer of
the Company and (ii) 1,230,044 shares of Common Stock which Mr. Behrens has
the right to acquire upon exercise of stock options.
3
<PAGE> 7
(3) Includes 250,168 shares of Common Stock which Mr. Wright owns of record.
Also includes (i) 357,845 shares of Common Stock held by Wright Family
Partners, Ltd., a family limited partnership controlled by Mr. Wright; (ii)
751,066 shares of Common Stock held in escrow on behalf of Mr. Wright
pursuant to a stock purchase transaction with a former executive officer of
the Company; and (iii) 876,657 shares of Common Stock which Mr. Wright has
the right to acquire upon exercise of stock options.
(4) CEDE & Company is holding shares of Common Stock in street name for various
stockholders.
EXECUTIVE COMPENSATION
There is set forth below information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended August 31, 1995 and August 31, 1994, of the person who was at August 31,
1995 and August 31, 1994 the Chief Executive Officer of the Company and of the
person who was at August 31, 1995 and August 31, 1994 the President of the
Company. No other executive officer of the Company had salary and bonus in
excess of $100,000 during the fiscal years ended August 31, 1995 and August 31,
1994.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
----------------------------------------------
AWARDS PAYOUTS
--------------------- ----------------------
ANNUAL COMPENSATION OTHER RESTRICTED ALL
NAME AND ----------------------- ANNUAL STOCK OPTIONS/ LTIP OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION AWARD(S) SARS PAYOUTS COMPENSATION
- ---------------------- ---- -------- ----- ------------ ---------- -------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fred H. Behrens....... 1995 $120,000 $ 0 $0 0 0 0 $0
CEO 1994 $ 87,000 $ 0 $0 0 0 0 $0
Robert A. Wright...... 1995 $120,000 $ 0 $0 0 0 $0
President 1994 $ 87,000 $ 0 $0 0 0 $0
</TABLE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Specified below is information with respect to the (i) number of shares of
the Company's Common Stock acquired upon exercise of options; (ii) value
realized therefor; (iii) number of unexercised options at August 31, 1995; and
(iv) value of unexercised in-the-money options based upon the closing bid price
for a share of the Common Stock at August 31, 1995, for the officers named in
the Summary Compensation Table above. The named officers did not hold any stock
appreciation rights during fiscal 1995.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED DOLLAR VALUE OF UNEXERCISED
SHARES ACQUIRED OPTIONS AT AUGUST 31, 1995 OPTIONS AT AUGUST 31, 1995
ON EXERCISE VALUE --------------------------- ---------------------------
NAME (NUMBER) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Fred H. Behrens.......... $ 0 $0 1,230,044 $ 0 $ 1,076,289 $ 0
Robert A. Wright......... $ 0 $0 875,657 $ 0 767,075 $ 0
</TABLE>
CHANGE IN PER SHARE OPTION PRICE
(PROPOSAL 2)
Fred H. Behrens and Robert A. Wright each agreed to reduce the compensation
they would receive from the Company during years 1990 through 1994, inclusive,
which resulted in a benefit to the Company. Moreover, for many years Mr. Behrens
and Mr. Wright have devoted a significant amount of their personal time and
other resources to reorganize the affairs of the Company, for which neither Mr.
Behrens nor Mr. Wright received compensation and which has resulted in a benefit
to the Company.
Mr. Behrens and Mr. Wright each hold various options which entitle each of
them to purchase shares of the Company's Common Stock at a purchase price equal
to $.80 per share. Those options shall expire on July 1, 2000. In recognition of
the personal sacrifices and efforts of Mr. Behrens and Mr. Wright, which have
benefited the Company, the Company desires to reduce the per share purchase
price granted by those options to $.375 (which conforms to the actual market
bid/ask per share price on April 13, 1995).
4
<PAGE> 8
EXTENSION OF TERM OF OPTIONS HELD BY MANAGEMENT
(PROPOSAL 3)
As specified in Proposal 2 above, Mr. Behrens and Mr. Wright agreed to a
significant reduction in the compensation paid to them by the Company during the
years 1990 through 1994, inclusive, and, moreover, Mr. Behrens and Mr. Wright
have devoted a significant amount of their personal time and other resources to
reorganize the affairs of the Company, for which neither Mr. Behrens nor Mr.
Wright received compensation and which resulted in a benefit to the Company.
Mr. Behrens and Mr. Wright are the holders of various options to purchase
shares of the Company's Common Stock. Certain of those options enable Mr.
Behrens and Mr. Wright to purchase shares of the Company's Common Stock at a per
share price of $.33. Those options, if not exercised, would have expired on
November 30, 1995. In recognition of the personal sacrifices and efforts of Mr.
Behrens and Mr. Wright, the Company desires to extend the term of those options
for a period of 1 year. Therefore, the date upon which the term of those options
shall expire has been extended by the Company from November 30, 1995, to
November 30, 1996.
INDEPENDENT AUDITORS
(PROPOSAL 4)
The Board of Directors has selected the certified public accounting firm of
Kelly & Company to audit and comment on the Company's financial statements for
the fiscal year ending August 31, 1996, and conduct whatever audit functions are
deemed necessary pursuant thereto. Kelly & Company was responsible for the audit
of the Company's 1995 financial statements for inclusion in the 1995 Annual
Report on Form 10-KSB to stockholders.
It is anticipated that a representative of Kelly & Company will be present
at the Annual Meeting and will be given the opportunity to make a statement, if
desired, and to respond to appropriate questions, if any, concerning its
engagement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Between 1981 and 1986, the Company raised approximately $200 million in
private placement syndications. This syndication activity resulted in the
formation of approximately 137 limited partnerships, which acquired real estate
for agribusiness or development and resale purposes. Partnership liquidations
have reduced this total to 30 limited partnerships as of August 31, 1995. As a
result of the liquidation of various partnerships, the Company acquired much of
the acreage of those liquidated partnerships for (i) payment of promissory notes
payable to the Company from those liquidated partnerships, (ii) Common Stock of
the Company, (iii) preferred stock of the Company, or (iv) purchase money
promissory notes from the Company. Much of the Company's business consists of
managing the (i) operating vineyard properties acquired from those liquidated
partnerships and (ii) remaining affiliated limited partnerships. Therefore, much
of the Company's revenues are derived from agribusiness land management and
management of land acquired for development or resale. The Company also
participates in any appreciation, subject to certain provisions relating to
limited partners' returns, realized in the sale of land acquired for development
or resale.
Pursuant to the Company's management relationship with the remaining
affiliated limited partnerships, those partnerships are often indebted to the
Company in the form of promissory notes, accounts receivable and other advances.
Amounts receivable by the Company from limited partnerships consist primarily of
farming costs incurred by the Company on behalf of those limited partnerships
and advances to those limited partnerships collateralized by accounts receivable
from crop sales. Those costs and advances totalled $3,249,369 at August 31,
1995, are due on demand, and are without interest. The Company also has
promissory notes receivable from limited partnerships in the amount of $262,000
at August 31, 1995. Those promissory notes are uncollateralized and accrue
interest at 6% per annum. The Company has promissory notes and advances payable
to the limited partnerships occurring from farming activities. On August 31,
1995, the amount payable to limited partnerships was $2,725,572, compared with
$3,866,379 at August 31, 1994.
5
<PAGE> 9
The August 31, 1995 balance includes promissory notes payable totalling
$1,768,150, which accrues interest ranging from 5% to 6% per annum, are without
collateral, and are due in 1996 and 1997. The advances due to those limited
partnerships, which total $957,422, are without interest or collateral, and are
due on demand.
As a result of the Company's relationship as general partner of the
affiliated limited partnerships, the Company is a guarantor of limited
partnership recourse indebtedness. In addition, the Company has agreed to
guaranty other indebtedness. See Notes 11 and 12 of the Notes to Consolidated
Financial Statements for the year ended August 31, 1995, for a description of
those indebtedness guaranty transactions.
Fred H. Behrens, Chief Executive Officer, Chief Financial Officer, and
Chairman of the Board of Directors of the Company, has advanced considerable
funds to the Company to be utilized as working capital. As of November 30, 1992,
the amount of those funds totalled $308,762. By December 31, 1992, the amount of
funds was increased to $798,911. During early 1993, $660,300 of that amount was
exchanged for 2 affiliated limited partnership secured promissory notes, with
interest accruing at 8% per annum, with all interest and principal due and
payable on November 15, 1998, and the remainder of the amount was paid to Mr.
Behrens.
The Company subleases its corporate headquarters and main packing facility
in Coachella, California from Enterprise Packing Company ("EPC"), a California
general partnership controlled by Mr. Behrens and Mr. Wright. The Company paid
EPC total rent of $225,000 in fiscal 1994 and $300,000 in fiscal 1995, resulting
in cash distributions of $158,000 and $196,000 to Mr. Behrens and Mr. Wright,
respectively, during the 1994-95 period. EPC originally acquired the facility in
1991 from a partnership affiliated with the Company for total consideration of
$3,441,000, which included a series of cash payments totalling $1,621,375 and an
unsecured promissory note payable to the selling partnership in the amount of
$1,819,625. The sale included a 24 year lease-back coupled with a 3 year
repurchase option and a 24 year right of first refusal. Terms of the lease-back
include annual rent of $155,000, subject to annual increases. EPC has subleased
the facility to the Company for the period ending October 31, 2002, for annual
rent of $300,000 with increases determined by the Consumer Price Index.
In March 1992, the Company obtained $2 million key person life insurance
policies on each of the lives of Mr. Behrens and Mr. Wright. According to the
provisions of those policies, $2 million would be paid upon the death of either
persons, of which 50% would be paid to the Company and 50% to the insureds'
beneficiaries. During 1994 and 1995, the Company paid annual premiums of $4,968
and $11,520 on behalf of Mr. Behrens and Mr. Wright, respectively.
In August 1994, the Company entered into an agreement with EPC whereby EPC
agreed to assume the Company's payment obligations pursuant to 2 settlement
agreements relating to civil lawsuits involving securities law claims in
consideration for a corresponding reduction in a promissory note payable to the
Company. The Company remains contingently liable for the payment obligations
pursuant to those settlement agreements, which have total payments of $830,000
at August 31, 1995.
OTHER MATTERS
The Board of Directors knows of no other matters to be brought before the
Annual Meeting. If, however, other matters should come before the Annual
Meeting, it is the intention of each person named in the proxy to vote such
proxy in accordance with his or her judgment on such matters.
FORM 10-KSB REPORT
A copy of the Company's Annual Report to the Securities and Exchange
Commission on Form 10-KSB is available without charge to stockholders and may be
obtained by writing to Gracen Johnsen, Secretary, AMCOR Capital Corporation,
52300 Enterprise Way, Coachella, California 92236.
STOCKHOLDER PROPOSALS
Any proposals of security holders which are intended to be presented at
next year's annual meeting must be received by the Company at its principal
executive offices on or before September 16, 1996, in order to be considered for
inclusion in the Company's proxy materials relating to that annual meeting.
6
<PAGE> 10
AMCOR CAPITAL CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of AMCOR Capital Corporation (the "Company")
hereby constitutes and appoints Fred H. Behrens, with the power to appoint his
substitute, as attorney and proxy, to appear, attend, and vote all of the shares
of common stock of the Company standing in the name of the undersigned on the
record date at the Annual Meeting of Stockholders of the Company to be held at
52300 Enterprise Way, Coachella, California 92236, on February 23, 1996, at
10:00 a.m., Pacific Standard Time, and at any adjournment thereof, upon the
following:
1. To elect three (3) directors as follows:
<TABLE>
<S> <C>
/ / FOR all nominees listed below, / / WITHHOLD AUTHORITY
except as marked to the contrary below to vote for all nominees listed below
</TABLE>
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list provided below.)
FRED H. BEHRENS, ROBERT A. WRIGHT, MARLENE A. TAPIE
2. To consider and vote on a change in the price per share of certain
outstanding stock options held by Fred H. Behrens and Robert A. Wright.
/ / FOR approval / / AGAINST approval / / ABSTAIN
3. To consider and vote on the extension of the term of certain outstanding
stock options held by Fred H. Behrens and Robert A. Wright.
/ / FOR approval / / AGAINST approval / / ABSTAIN
4. To consider and vote upon a proposal to ratify the appointment of Kelly &
Company as independent auditors of the Company for the fiscal year beginning
September 1, 1995.
/ / FOR approval / / AGAINST approval / / ABSTAIN
5. To vote in his or her discretion on such other business as may properly come
before the meeting, or any adjournment thereof.
<PAGE> 11
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSALS INDICATED AND IN ACCORDANCE WITH THE DISCRETION OF THE PROXY
HOLDER ON ANY OTHER BUSINESS. ALL OTHER PROXIES HERETOFORE GIVEN BY THE
UNDERSIGNED IN CONNECTION WITH THE ACTIONS PROPOSED ON THE REVERSE ARE HEREBY
EXPRESSLY REVOKED. THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED BY
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY, BY ISSUANCE OF A SUBSEQUENT
PROXY OR BY VOTING AT THE ANNUAL MEETING IN PERSON.
Please mark, date, sign and return this proxy promptly in the enclosed
envelope. When shares are held by joint tenants, both should sign. When signing
as attorney, as executor, administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership name
by authorized person.
DATED:
---------------------------------
(Signature of Stockholder(s))
---------------------------------
(Print Name(s) Here)
/ / PLEASE CHECK IF YOU ARE
PLANNING TO ATTEND THE
MEETING.
