SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
FILED PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 21, 1997
COMMISSION FILE NO. 0-17594
AMCOR CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 33-0329559
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
52300 Enterprise Way, Coachella, California 92236
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(Address of principal executive offices) (Zip Code)
(619) 398-9520
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(Registrant's telephone number, including Area Code)
Inapplicable
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(Former name and address, if changed since last report)
<PAGE>
Item 5. Other Events
A. At the Company's 1997 annual meeting of stockholders, held on February 21,
1997, an aggregate 6,303,360 shares of Common Stock were present in person or
by proxy. Votes cast for and abstentions for the matter submitted to a vote
of security-holders were as follows:
1. To elect six directors to the Board of AMCOR, as follows:
<TABLE>
<CAPTION>
Votes Votes
Nominee For Against
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<S> <C> <C>
Fred H. Behrens 6,247,104 56,264
Robert A. Wright 6,247,616 55,744
Marlene A. Tapie 6,247,939 55,421
Dale P. Paisley 6,242,799 60,561
F. Howard Lee 6,247,939 55,421
Marlin McKeever 6,243,872 60,288
</TABLE>
Mr. 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. Mr. Behrens has been
active with the Company and its affiliates since 1979. Mr. Behrens
received a Bachelor of Science degree from the University of
Minnesota School of Business Administration in 1966.
Mr. Wright has been the President, Chief Operating Officer, and a
director of the Company since 1988. During the past 25 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. Mr. Wright 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.
Ms. Tapie has been a Vice President and director of the Company
since 1988, and between 1988 and 1994, she also the Secretary of
the Company. Ms. Tapie has been active with the Company and its
affiliates since August 1979.
Mr. Paisley is, currently, financial and accounting director for
TravelMax International, headquartered in Newport Beach, California
Mr. Paisley was a partner in the "Big 6" accounting firm of Coopers
Lybrand for more than 17 years. Mr. Paisley directed that firm's
mergers and acquisitions practice and was responsible for services
provided to Shearson Lehman Brothers. Mr. Paisley received a
Bachelor of Arts degree in Accounting from San Diego State University
in 1965 and is a Certified Public Accountant.
<PAGE>
Mr. Lee is a managing employee of one of the Company's affiliates,
AMCOR Biomass Farms, LLC. Mr. Lee is a Registered Environmental
Assessor with the State of California and holds a California
Agricultural Pest Control Advisor's license with all categories,
including a special certification for Ground Water Protection
Advisories through the Department of Pesticide Regulations. In
addition, Mr. Lee is approved as an Environmental Impact Biologist
in Riverside County, California, with 12 years experience in
environmental assessments. Mr. Lee received a Bachelor of Science
degree in Biology from the University of California at Riverside in
1972 and a Masters Degree in Business from the University of
Redlands in 1985.
Mr. McKeever is Vice President of Sales at Andreini & Company, an
insurance brokerage firm located in Orange County, California and
has held that position since 1989. Mr. McKeever was a professional
football player with the Los Angeles Rams from 1961 through 1973.
Mr. McKeever received a Bachelors Degree in Finance from the
University of Southern California in 1961 and a Masters Degree in
Business from the University of Southern California in 1965.
2. To approve the Certificate of Incorporation of the Company to specify
that 25,000,000 $.002 par value common shares and 2,000,000 preferred shares
shall be the Company's authorized capitalization.
5,078,748 for approval 104,704 against approval 58,074 abstained
3. To approve the one-for-two reverse split of the Company's common
stock, par value $.002.
5,924,967 for approval 195,198 against approval 169,795 abstained
4. To approve a change in the price per share of certain outstanding
stock options held by Fred H. Behrens and Robert A. Wright.
5,901,068 for approval 127,690 against approval 261,202 abstained
5.To approve the selection of Kelly & Company to audit the consolidated
financial statements of the Company for the fiscal year beginning
September 1, 1996.
6,197,195 for approval 36,243 against approval 69,922 abstained
<PAGE>
B. The following press release was issued pursuant to direction from the AMCOR
Capital Corporation Board of Directors on February 21, 1997.
FOR IMMEDIATE RELEASE
AMCOR CAPITAL CORPORATION - New Trading Symbol - ACAP
Coachella, California, February 24, 1997 - AMCOR Capital Corporation
(NASDAQ:ACAP) AMCOR Chairman, Fred Behrens announced that effective as of
today, February 24, 1997, its securities will be listed on the OTC Bulletin
Board under a new symbol, ACAP. The change from the old APTO to ACAP will
better represent the Company's name making information about our company
more easily accessible to the market which is critical to support AMCOR's
continued growth.
AMCOR's business encompasses a fully integrated agricultural division
producing over 150 million pounds of food products annually in Southern
California and Eastern Oregon, a commercial division managing a portfolio
of real estate development properties in California and Texas.
SIGNATURES
Pursuant to the requirements 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.
AMCOR CAPITAL CORPORATION
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(Registrant)
Dated: February 21, 1997
by: /s/ Fred H. Behrens
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Fred H. Behrens, Chairman of the
Board, Chief Financial Officer,
and Chief Executive Officer
