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As filed with the Securities and Exchange Commission on May 11, 1998
Registration No. 333-46663
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AMCOR CAPITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 7372 33-0329559
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
52300 Enterprise Way
Coachella, California 92236
(760) 398-9520
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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Copy to:
Fred H. Behrens, Chief Executive Officer Larry A. Cerutti, Esq.
AMCOR Capital Corporation Rutan & Tucker, LLP
52300 Enterprise Way 611 Anton Blvd., Suite 1400
Coachella, California 92236 Costa Mesa, California 92626
(760) 398-9520 (714) 641-3450
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
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Approximate date of commencement
of proposed sale to the public: As soon
as practicable after this Registration
Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / _______________
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Shares Amount To Be Proposed Maximum Offering Proposed Maximum Amount of
To Be Registered Registered(1) Price Per Share(2) Aggregate Offering Price Registration Fee
---------------- ------------- ------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, 104,632 shares $4.6875 $490,462.50 $4.16
$.002 par value
</TABLE>
(1) In the event of a stock split, stock dividend, or similar transaction
involving Common Stock of the Registrant, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover the
additional shares in accordance with Rule 416(a) under the Securities Act.
(2) Estimated solely for the purpose of determining the registration fee.
Calculated pursuant to Rule 457(c), on the basis of the average of the high
and low prices per share as reported by the Nasdaq SmallCap Market on
June 3, 1998.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in
<PAGE>
accordance with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
<PAGE>
PROSPECTUS 104,632 Shares
AMCOR CAPITAL CORPORATION
COMMON STOCK
This Prospectus relates to 104,632 shares (the "Shares") of Common Stock,
$.002 par value per share ("Common Stock"), of AMCOR Capital Corporation, a
Delaware corporation (the "Company"), that may be offered and sold from time to
time by certain stockholders of the Company (the "Selling Stockholders"). The
Company will receive none of the proceeds from the sale of such shares of Common
Stock offered hereby by the Selling Stockholders.
The Common Stock is traded on the Nasdaq SmallCap Market under the symbol
"ACAP." On June 3, 1998, the closing sale price for the Common Stock, as
reported by the Nasdaq SmallCap Market, was $4.875 per share.
The Shares offered hereby may be sold from time to time by the Selling
Stockholders. Such sales may be made directly, through agents designated from
time to time, or through ordinary broker's transactions on the Nasdaq SmallCap
Market, or otherwise at prices and at terms prevailing at the time of such
sales, at prices relating to the then current market price, or in negotiated
transactions, or by a combination of the foregoing methods of sale. The net
proceeds to the Selling Stockholders from the sale of the Shares will be the
purchase price of the Shares sold less all applicable commissions and discounts,
if any. All expenses of registration incurred in connection with this offering
are being borne by the Company. The brokerage and other expenses of sale
incurred by the Selling Stockholders will be borne by the Selling Stockholders.
See "Plan of Distribution" and "Selling Stockholders."
------------------------------
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
------------------------------
The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors" beginning on page 5 for a discussion of certain factors that should be
considered by prospective purchasers of the Common Stock offered hereby.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is June 5, 1998.
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AVAILABLE INFORMATION
The Company is subject to informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements, and other information filed by the Company with the Commission may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
its regional offices located at 7 World Trade Center, 13th Floor, New York, New
York 10048, and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a web site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding registrants, such as the Company, that file
electronically with the Commission. In addition, the Company's Common Stock is
traded on the Nasdaq SmallCap Market. Reports, proxy statements, and other
information filed by the Company are also available for inspection at the
offices of the Nasdaq SmallCap Market, Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
This Prospectus constitutes a part of a registration statement on Form S-3
(the "Registration Statement") that the Company has filed with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"). As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information contained in the Registration Statement and the exhibits
thereto and reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the Common
Stock offered hereby. Statements contained in this Prospectus as to the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete and, in each
instance, reference is made to the copy of such documents as so filed. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The Annual Report of the Company on Form 10-KSB for the fiscal year
ended August 31, 1997, the Quarterly Reports of the Company on Form 10-QSB
for the quarterly periods ended November 30, 1997 and February 28, 1998 and
the amended Quarterly Report on Form 10-QSB for the quarterly period ended
February 28, 1998, have been filed by the Company with the Commission and are
hereby incorporated by reference in this Prospectus. All other documents and
reports filed by the Company with the Commission pursuant to Sections 13, 14,
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering of the Common Stock shall be deemed
to be incorporated by reference in this Prospectus and to be made a part
hereof from their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will cause to be furnished without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in the document
which this Prospectus incorporates). Requests should be directed to Robin E.
Swanson, Secretary, AMCOR Capital Corporation, 52300 Enterprise Way, Coachella,
California 92236; telephone: (760) 398-9520.
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PROSPECTUS SUMMARY
The following summary does not purport to be complete and is qualified in
its entirety by the more detailed information appearing elsewhere or
incorporated by reference in this Prospectus. In addition to other information
in this Prospectus, the factors set forth under "Risk Factors" below should be
considered in evaluating an investment in the Common Stock offered hereby.
The Company
AMCOR Capital Corporation (the "Company") was incorporated in Delaware
on March 10, 1988. The Company's consolidated operations include its
wholly-owned subsidiaries, Sun Goddess Farms, Inc., AMCOR Properties, Inc.
and AMCOR Biomass, Inc. ("AMCOR Biomnass") which, together with its
wholly-owned subsidiary, TransPacific Environmental, Inc. ("TransPacific"),
operates a "clean green waste" processing business in Southern California.
The Company also holds a 99% ownership interest in (i) Las Palomas Country
Club Estates LLC, which acts as the development entity for a championship
golf course and a contiguous 1,350 acre residential building lot development
located southeast of San Antonio, Texas; and (ii) AMCOR Builders LLC ("AMCOR
Builders"), which manages the construction operations of the Company in
Texas. Prior to July 1, 1993, the Company's consolidated operations included
those of a venture capital affiliate which was principally organized to
syndicate limited partnerships to engage in various agribusiness activities,
including the purchase and development of agricultural land. Since 1981, the
Company, either directly or through subsidiaries and affiliates, generally
has acted as a general partner and/or managing agent of the limited
partnerships.
The Company is engaged principally in agribusiness and the management and
development of certain farm and real estate properties both for its own account
and for other entities and has recently become involved in "clean green waste"
processing and governmental tree trimming and maintenance. The Company functions
largely as a vertically integrated developer and producer of "early market"
table grapes in Southern California's Coachella Valley, operating one of the
largest processing/cold storage facilities in that region. It also owns date
acreage in the Coachella Valley for sale to date processors. The Company
presently has approximately 12,300 total acres under management.
The business of the Company includes three core operating divisions: (i)
the agribusiness division, (ii) the "clean green waste" processing division
(which includes governmental tree trimming and maintenance) and (iii) the land
planning/development division. The Company's principal agribusiness operations
involve the production, processing and marketing of table grapes, all of which
are located in the Coachella Valley of Southern California, where the Company,
along with its affiliated partnerships, has a dominant market share. The
Company's "clean green waste" processing activities are carried out by AMCOR
Biomass and TransPacific in Southern California, and its land
planning/development activities are located in Southern California and Texas
(Houston and San Antonio). Most of the non-agricultural properties are owned by
partnerships for which the Company or an affiliate of the Company is the
managing agent. During fiscal 1997, the Company's revenues were derived
principally from the following business segments: (i) agribusiness and
packing/cold storage services, (ii) biomass operations (i.e., clean green waste
processing and governmental tree trimming and maintenance) and (iii) property
management and development.
The Company's principal executive office is located at 52300 Enterprise
Way, Coachella, California 92236. The Company's telephone number is (760)
398-9520.
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The Offering
This Prospectus relates to 104,632 shares of Common Stock that may be
offered and sold from time to time by the Selling Stockholders. The Company will
not receive any of the proceeds from the sales of shares of Common Stock by the
Selling Stockholders. See "Plan of Distribution" and "Selling Stockholders."
4
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RISK FACTORS
In addition to the other information in this Prospectus, the following
risk factors should be considered carefully in evaluating the Company and its
business before purchasing the Common Stock offered by this Prospectus. An
investment in the Common Stock offered hereby is speculative in nature and
involves a high degree of risk.
Disclosure Regarding Forward-Looking Statements
Certain statements contained in this Prospectus, including all documents
incorporated herein by reference, may be forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These forward-looking statements may include projections of revenue and net
income and issues that may affect revenue or net income; projections of capital
expenditures; plans for future operations; financing needs or plans; plans
relating to the Company's products and services; and assumptions relating to the
foregoing. Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Future events
and actual results could differ materially from those set forth in, contemplated
by, or underlying the forward-looking statements. Statements in this Prospectus,
including those set forth above, describe factors, among others, that could
contribute to or cause such differences.
Environmental Liability and Related Risks
Compliance with Governmental and Environmental Regulations. The collection
and disposal of solid wastes, including wastes incident to the operation of a
clean green waste processing facility and rendering of related environmental
services, are subject to federal, state and local laws and regulations which
regulate health, safety, the environment, zoning and land-use. Any violation of,
and cost of compliance with, these laws and regulations could have a material
adverse effect on the Company's business, financial condition and results of
operations. Operating permits are generally required for recycling facilities
and certain collection vehicles, and these permits are subject to revocation,
modification, and renewal. Federal, state and local regulations vary, but
generally govern all types of waste disposal activities and the location and use
of facilities and also impose restrictions to prohibit or minimize soil, air and
water pollution. In connection with the Company's recycling activities, it may
be necessary to expend considerable time, effort and money to bring the existing
or acquired facilities into compliance with applicable requirements and to
obtain and renew the permits and approvals necessary to increase or maintain the
recycling and storage capacity of such facilities. In addition, governmental
authorities have the power to enforce compliance with these regulations and to
obtain injunctions or impose fines in the case of violations, including criminal
penalties. These regulations are administered by the United States Environmental
Protection Agency ("EPA") and various other federal, state and local
environmental, health and safety agencies and authorities, including the
Occupational Safety and Health Administration of the United States Department of
Labor.
Subtitle D of the Resource Conservation and Recovery Act of 1976, as
amended, establishes a framework for regulating the storage, collection and
disposal of non-hazardous solid wastes. In the past, the Subtitle D framework
has left the regulation of non-hazardous waste storage, collection and disposal
largely to the states. However, in October 1991, the EPA promulgated a final
rule which imposes minimum federal comprehensive solid waste management criteria
and guidelines for disposal facilities and operations, including location
restrictions, facility design and operating criteria, closure and post-closure
requirements, financial assurance standards, groundwater monitoring requirements
and corrective action standards, many of which have not commonly been in effect
or enforced in connection with solid waste landfills. States are required to
revise their solid waste management facility regulations to meet these
requirements. Because some parts of the new regulations will be phased in over
time, the full effect of these regulations may not be known for several years.
5
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However, other than for groundwater monitoring and financial assurance
requirements, all provisions of the final rule became effective in October 1993.
There can be no assurance that the EPA will not promulgate similar regulations
under Subtitle D in connection with the collection of non-hazardous solid waste.
Hazardous Substances Liability. The Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended ("Superfund" or "CERCLA"),
has been interpreted by some courts to impose strict, joint and several
liability on current and former owners or operators of facilities at which there
has been a release or a threatened release of a "hazardous substance" and on
persons who generate, transport or arrange for the disposal of such substances
at those facilities. Thousands of substances are defined as "hazardous" under
CERCLA and their presence, even in minute amounts, can result in substantial
liability. The statute provides for the remediation of contaminated facilities
and imposes the costs therefor on the responsible parties. The costs of
conducting such a cleanup and the damages can be very significant and, given the
limitations in insurance coverage for these risks, could have a material adverse
impact on the Company and its financial condition. Notwithstanding the efforts
of AMCOR Biomass and TransPacific to comply with applicable regulations and to
avoid transporting and receiving hazardous substances, such substances may be
present in waste collected or received for processing by AMCOR Biomass and
TransPacific. AMCOR Biomass and TransPacific intend to continue to focus on the
non-hazardous clean green waste recycling market and does not intend to acquire
or develop hazardous waste disposal operations. Additionally, such hazardous
substances may be present in the properties owned, operated, or to be acquired
by the Company, and liability for the investigation, assessment and remediation
of such hazardous substance contamination may be imposed on the Company in some
cases regardless of whether the Company caused the contamination. As used in
this Prospectus, "non-hazardous waste" means substances that are not defined as
hazardous wastes under federal regulations.
Lack of Environmental Liability Insurance. Although AMCOR Biomass and
TransPacific may acquire and maintain site-specific pollution legal liability
insurance, which may provide coverage under certain circumstances for pollution
damage to third parties, such coverage is restrictive in nature and subject to
certain exclusions and effective dates consistent with insurance industry
requirements. In addition, such coverage is subject to specific and aggregate
limits which may not be sufficient to cover claims if they were to arise. If
AMCOR Biomass and TransPacific are not able to obtain comprehensive pollution
insurance at reasonable costs, they may carry only such coverage, if any, as is
required by regulatory permits. In addition, the extent of insurance coverage
under certain forms of policies has been the subject in recent years of
litigation in which insurance companies have, in some cases, successfully taken
the position that certain risks are not covered by such policies. If, in the
absence of such insurance, AMCOR Biomass and TransPacific were to incur
liability for environmental damages of sufficient magnitude, such liability
could have a material adverse effect on the Company's business, financial
condition and results of operations.
Risks of Future Legal Proceedings. In addition to the costs of complying
with environmental regulations, recycling companies and other waste management
companies, by the nature of their businesses, may be involved in legal
proceedings in the ordinary course of business. Government agencies may seek to
impose fines on AMCOR Biomass and TransPacific for alleged failure to comply
with laws and regulations or to deny, revoke or impede the renewal of AMCOR
Biomass' and TransPacific's permits and licenses or enjoin its business
operations. In addition, such governmental agencies, as well as surrounding
landowners, residents or the public, may claim that AMCOR Biomass or
TransPacific is liable for harm to human health, safety or the environment.
Citizens' groups have become increasingly active in challenging the grant or
renewal of permits and licenses, and responding to such challenges has further
increased the costs associated with permitting new facilities or expanding
current facilities. A significant judgment against either AMCOR Biomass or
TransPacific, the loss of a significant permit or license or the imposition of
an injunction on any of their business operations or imposition of a significant
fine could have a material adverse effect on the Company's
6
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business, financial condition and results of operations. Unfavorable resolution
of any such matter could adversely affect the results of the recycling and
biomass and green waste processing operations of AMCOR Biomass and TransPacific.
Seasonality. The Company believes that its clean green waste processing and
governmental tree trimming and maintenance operations may be adversely affected
by protracted periods of inclement weather, which, in the case of the clean
green waste processing, could delay the transfer of clean green waste or reduce
the volume of clean green waste generated, or both. Moreover, different types
and volumes of clean green waste are generated throughout the year, depending
upon optimum growing seasons, government work abatement programs, and
specialized holiday green waste (for example, the disposal of evergreen trees
after the end of the Christmas season). Protracted periods of inclement weather
could have a material adverse effect on AMCOR Biomass and TransPacific which, in
turn, could have a material adverse effect on the Company's business, financial
condition and results of operations.
Competition in the Recycling Industry. AMCOR Biomass and TransPacific
provide alternatives to landfill disposal (such as recycling, biomass milling
and waste-to-energy). There has been an increasing trend at the state and local
levels to mandate waste reduction at the source and to prohibit the disposal of
certain types of wastes at landfills. As this trend continues, the Company
expects to encounter competition from new and existing waste industry members.
Management believes that entry into the industry and ongoing operations within
the industry require a substantial agricultural land base, on-going agricultural
operations and substantial financial resources. The non-hazardous waste industry
is led by several large national waste management companies and numerous
regional and local companies, all of which contribute to the significant
competition that characterizes the industry. Some of these companies have
significantly greater financial and operational resources and more established
market positions than the Company. In addition, the Company may compete with
municipalities that maintain their own waste collection and landfill operations
and may have financial advantages due to the availability of tax revenues and
tax-exempt financing.
Expansion and Equipment Acquisition Risks. The Company is expanding its
clean green waste processing and recycling operations. New clean green waste
facility expansion is subject to a number of risks, including risks of city,
state and, where necessary, federal licensing delays and cost overruns that may
increase operating costs, risks that leases for such facilities may not be
entered into on schedule or that the recycling operations will not achieve
anticipated volume to generate income to pay operating expenses, and new project
commencement risks, such as the receipt of zoning, occupancy and other required
governmental permits and authorizations and the occurrence of development costs
in connection with projects that are not pursued to completion. Acquisition of
machinery incidental to the operation of such recycling facilities entails risks
that the machinery will fail to perform in accordance with expectations and
judgments with respect to the costs of such machinery will prove inaccurate, as
well as general investment risks associated with any expanding business venture.
Moreover, because some machinery is being specially modified for AMCOR Biomass
and TransPacific, there are risks that servicing and maintenance will be more
expensive or time-consuming than currently anticipated.
No Assurance of Enforcement. The Company believes that passage of the
California Integrated Waste Management Act of 1989 (Assembly Bill 939) ("AB
939") will benefit the clean waste operations of the Company, because AB 939
requires the diversion of clean green waste material from the existing waste
disposal process. However, there can be no assurance that local jurisdictions
will comply with AB 939, or that local enforcement agencies responsible for
monitoring and enforcing compliance with AB 939 will ardently enforce its
provisions.
7
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Agricultural Exemptions. AMCOR Biomass presently enjoys certain exemptions
from permitting requirements promulgated and enforced by the State of California
South Coast Air Quality Management District, and the Riverside County Local
Enforcement Agency, because of the status of AMCOR Biomass as an agricultural
business under Standard Industrial Classification Codes. In the event AMCOR
Biomass loses its agricultural exemption, such event could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Real Estate Risks
General. The real property assets of the Company and its affiliates are
subject to varying degrees of risk, including the risk of rising interest rates.
The yields available from equity investments in real estate depend on the amount
of income generated and expenses incurred. If the properties of the Company and
its affiliates do not generate income sufficient to meet operating expenses,
including debt service and capital expenditures, the Company's income and
profitability will be adversely affected. Income from properties of the Company
and its Affiliates may be adversely affected by the general economic climate;
local conditions, such as oversupply of residential housing or a reduction in
demand for residential housing in the area; the attractiveness of the properties
to potential buyers; competition from other available housing; the ability of
the owner to provide adequate maintenance and insurance; and increased operating
costs (including real estate taxes). The Company's income would also be
adversely affected if the Company's golf course and related facilities do not
operate at a profit.
Illiquidity of Real Estate. Real estate investments are generally illiquid
and, therefore, could limit the ability of the Company to vary its investment
strategies promptly in response to changes in economic or other conditions.
Geographic Diversification. The real property in which the Company and its
affiliates have ownership or other beneficial interests are located in several
states, including California, Texas and Oregon. The Company's performance may,
therefore, be influenced by economic conditions in these regions and the markets
for various products and services therein. A decline in the economy in any one
of these markets may have a material adverse effect on the Company's business,
financial condition and results of operations.
Expansion Into New Markets. The Company is not restricted from engaging in
the real estate development business in the future. Pursuant to the Company's
plans to complete construction and development of its golf course and adjacent
residential building lots, and to expand its real estate development operations
in other areas, as opportunities may develop, the Company and/or its affiliates
may acquire additional undeveloped land in Texas, Southern California and other
states. The performance of the properties of the Company and its affiliates in
these new areas may be linked to economic conditions in these areas and the
market for residential housing and recreational services therein, and there is
no assurance that the investments of the Company and its affiliates in the new
areas will generate the same returns as similar investments have in the past in
these areas.
Risks Relating to Financing. The Company anticipates that its real estate
development and acquisition activities, and those of its affiliates, will be
largely financed by externally generated funds from borrowings with credit
facilities and other secured and unsecured debt financing and from equity
financing. In addition, new golf course and residential building lot development
activities may be financed under lines of credit or other forms of secured or
unsecured construction financing that would result in a risk that permanent
financing for newly developed projects might not be available or would be
available only on disadvantageous terms. Accordingly, were the Company unable to
obtain funds from borrowings or the capital markets to refinance
8
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new development or acquisitions undertaken without permanent financing, the
Company's ability to grow through additional development and acquisition
activities could be curtailed.
Uninsured Loss. The Company or its affiliates may maintain, in amounts
deemed appropriate by management, general liability, fire, flood (where
applicable), and other insurance with policy specifications, limits and
deductibles customarily maintained for similar properties owned or operated by
the Company and its affiliates. There are, however, certain types of
extraordinary losses (such as losses resulting from earthquakes) that may be
either uninsurable or not economically insurable. Should such an uninsured loss
occur, the Company could lose its investment in, and anticipated revenue from, a
property.
Recreational Facility Operating Risks
Dependence on Single Location. The Las Palomas Course is the only golf
course currently owned by the Company. Accordingly, a variety of factors
relating to having golf course operations at only one location could affect the
ongoing viability of the golf course operations and the ultimate value to the
Company of both the lease and the golf course. These factors include local
economic conditions, adverse publicity, accidents that could damage or destroy
the Las Palomas Course, and competition from other local golf course facilities.
Significant Competition. The golf course business is competitive and
includes competition from other local golf courses, as well as other forms of
recreation, which could adversely affect Lake Valley's ability to pay its lease
obligations to the Company. Certain of Lake Valley's competitors may have
considerably greater financial, marketing, personnel, and other resources than
Lake Valley, as well as greater experience and customer recognition. In the San
Antonio area, Lake Valley faces competition from 17 public and 4 military golf
courses. While management believes that the location and the amenities
associated with the Las Palomas Course provide it with certain competitive
advantages, there can be no assurance that the Las Palomas Course will be able
to compete successfully.
Seasonal Results. The Company anticipates that revenues derived from the
Las Palomas Course may fluctuate based on weather conditions and the seasonal
nature of recreational golf in the San Antonio area. This season pattern may
cause Lake Valley's results of operations to vary from quarter to quarter.
Accordingly, period-to-period comparisons are not necessarily meaningful and
should not be relied on as indicative of future results of golf course
operations.
Dependence on Discretionary Consumer Spending. The amount spent by
consumers on discretionary items, such as golf and other recreational and
entertainment activities, is dependent upon consumers' levels of discretionary
income, which may be adversely affected by general or local economic conditions.
A decrease in consumer spending on such activities will have a material adverse
effect on the business, financial condition and results of operations of the Las
Palomas Course and could have a material adverse effect on the business,
financial condition and results of operations of the Company.
Dependence on Sale of Adjacent Residential Lots. The Las Palomas Course is
bordered by a residential subdivision consisting of 1,300 lots which are owned
by Lake Valley. The number of lots purchased, and the number of residences built
on those lots, may be adversely affected by general or local economic conditions
and may, in turn, adversely affect Lake Valley's ability to meet its obligations
under its lease with the Company for the Las Palomas Course.
Possible Adverse Consequences of Environmental Regulation. Golf and
recreational centers use and store various hazardous materials. Under various
federal, state and local laws, ordinances and regulations, an owner or operator
of real property is generally liable for the costs of removal or remediation of
hazardous
9
<PAGE>
substances that are released on its property, regardless of whether the owner or
operator knows of, or was responsible for, the release of such hazardous
materials. The Company has not been advised of any non-compliance with all such
laws, ordinances, and regulations applicable to the Las Palomas Course. The
Company, however, has not performed any environmental studies on the La Palomas
Course and, as a result, there may be potential liabilities or conditions
existing on the Las Palomas Course of which the Company is not aware. If any
such liabilities or conditions arise with respect to the Las Palomas Course or
any related facilities which may be constructed, acquired or operated by the
Company or its affiliates on or near the Las Palomas Course in the future, such
an event could have a material adverse effect on the business, financial
condition and results of operations of the Company.
Agricultural Industry Risks
Markets for Agricultural Products are Seasonal and Volatile. Market demand
for the Company's table grapes is primarily dependent upon growing conditions
and competition, which are always uncertain due to a number of factors
including, among others, weather patterns and conditions (particularly
precipitation) and the U.S. government's agricultural policies. The agricultural
operations of the Company may be subject to significant interruption, and the
Company may be subject to significant liability, if one or more of its crops are
damaged by severe weather or other natural disaster. Table grape prices are also
affected by world supply and demand factors. The Company's agricultural business
is seasonal and typically the Company realizes most of its revenues during the
primary harvest season, which is May through June each year.
Highly Competitive Business. Agricultural products are a global commodity
and customers, including wholesalers and end users, base their purchasing
decisions principally on the price and deliverability of the products. A number
of U.S. agricultural concerns compete with the Company in domestic and export
markets, either directly or indirectly. Agricultural concerns in other
countries, including state-owned and government subsidized entities, compete in
the U.S. and in foreign markets in which the Company competes or in which the
Company may compete in the future. Due to the passage of the North American Free
Trade Agreement, the Company faces substantial competition from Mexican
agricultural concerns. Some of the Company's principal competitors have greater
total resources than the Company and this competition could have a material
adverse effect on the Company's business, financial condition and results of
operations.
General Risk Factors
Dependence on Key Personnel. The Company is dependent upon the efforts and
abilities of its senior management, particularly those of Fred H. Behrens and
Robert A. Wright. The loss of either Mr. Behrens or Mr. Wright could have a
material adverse affect on the business, financial condition and results of
operations of the Company. In addition, the Company is dependent upon the
efforts and abilities of Mr. Gus Franklin for its biomass and green waste
operations. The loss of Mr. Franklin could have a material adverse effect on the
expansion or operation of the Company's clean green waste recycling operations
and related operations. The Company maintains key person life insurance policies
on Mr. Behrens and Mr. Wright. The face amount of each policy is $2.0 million
and the Company is entitled to 50% of such amount upon the death of the insured.
The Company does not maintain key person life insurance on any of its other
executive officers.
Use of Debt Financing. The Company and its affiliates are subject to the
risks normally associated with debt financing, including the risk that the
Company and its affiliates will have insufficient cash available to meet
required payments of principal and interest. As a result of the use of
indebtedness and leverage by the Company and its affiliates, including the use
of debt to finance development and acquisitions and the use of variable rate
financing, the cumulative effect of the risks associated with borrowing is
greater than that of each of these risks considered individually. In addition,
if a property or properties are mortgaged to secure payment
10
<PAGE>
of indebtedness and the Company or its affiliates are unable to meet mortgage
payments or if certain other events of default occur, that property could be
foreclosed upon by or otherwise transferred to the mortgagee with a consequent
loss of income and asset value to the Company.
Potential Volatility of Stock Price. The market price of the shares of the
Company's Common Stock may be highly volatile. Factors such as actual or
anticipated quarterly fluctuations in financial results, changes in
recommendations or earnings estimates by securities analysts, announcements of
new services and the timing of announcements of acquisitions by the Company or
its competitors, as well as market conditions in the agricultural, real estate
and green waste processing markets generally, may have a significant effect on
the market price of the Common Stock.
Ability of the Company to Implement its Business Strategy. Although the
Company and its affiliates are committed to growth strategies in the
agricultural, real estate, and clean green waste processing operations,
implementation of these strategies will depend in large part on the ability of
the Company and its affiliates to (i) maintain appropriate procedures, policies
and systems in regard to compliance with federal, state and local regulatory
agencies; (ii) hire, train, and retain skilled employees; (iii) continue to
operate profitably in the face of increasing competition; and (iv) obtain
adequate financing on favorable terms to fund the business and growth strategies
of the Company and its affiliates. There can be no assurance that the Company
will be able to do so. If the Company is unable to successfully implement its
business strategy or to manage its growth, the Company's business, results of
operations and financial condition could be adversely affected.
Future Capital Requirements. Although the Company believes that the net
proceeds from the recent sale by the Company of its Series A 9% Convertible
Preferred Stock, together with existing cash balances, cash flow from operations
and available lines of credit, will be sufficient to meet its capital
requirements for at least the next 12 months, the Company may seek additional
equity or debt financing to compete effectively in the markets it serves. The
timing and amount of the Company's capital requirements cannot be precisely
determined at this time and will depend on a number of factors, including the
demand for the Company's products and services. There can be no assurance that
such additional financing will be available when needed, or, if available, will
be on terms satisfactory to the Company. If additional funds are raised by
issuing equity securities, further dilution to the then existing stockholders
will result.
Fluctuations in Quarterly Results. The Company's quarterly results have
varied significantly in the past and will likely continue to do so in the future
due to a variety of factors, including, but not limited to, the seasonality of
its agribusiness operations, changes in marketing or sales expenditures, market
acceptance of the products and services of the Company, competitive pricing
pressures and general economic and industry conditions that affect demand in the
various business operations of the Company. Such fluctuations may contribute to
volatility in the market price for the Common Stock and may have a material
adverse effect on the financial condition and results of operations of the
Company.
Control of the Company. Members of the Board of Directors and executive
officers of the Company together beneficially own approximately 26.8% of the
issued and outstanding shares of the Company's Common Stock, and as a result of
such ownership have significant influence over all matters requiring approval by
the stockholders of the Company, including the election of directors, increasing
the authorized capital, dissolving, merging or selling assets of the Company,
directing short and long term corporate policy and controlling day to day
operations of the Company.
Exercise of Outstanding Warrants and Options. The Company has reserved
1,142,883 shares of its Common Stock for issuance upon exercise of options and
warrants outstanding as of the date of this Prospectus. During the terms of such
options and warrants, the holders thereof will have the opportunity to
11
<PAGE>
profit from an increase in the market price of Common Stock, with resulting
dilution in the interest of holders of Common Stock. The existence of such
options and warrants may adversely affect the terms on which the Company can
obtain additional financing, and the holders of such options and warrants can be
expected to exercise such options and warrants at a time when the Company, in
all likelihood, would be able to obtain additional capital by offering shares of
Common Stock on terms more favorable to the Company than those provided by the
exercise of such options and warrants.
Ability to Issue Additional Preferred Stock; Possible Antitakeover Effect
of Delaware Law. The Company's Certificate of Incorporation authorizes the
issuance of up to 2,000,000 shares of preferred stock, $.002 par value. The
preferred stock may be issued in series with the material terms of any series
determined by the Board of Directors. As of the date of this Prospectus, the
Company has issued and outstanding 747,500 shares of Series A 9% Convertible
Preferred Stock (the "Series A Preferred Stock") and 404,414 shares of Series B
Convertible Preferred Stock (the "Series B Preferred Stock"). The Series A
Preferred Stock and Series B Preferred Stock have dividend privileges and
liquidation preferences superior to those of the Common Stock. The Company does
not presently anticipate that it will issue any additional preferred stock.
However, if the Company does issue any further series of preferred stock in the
future, such shares will likely also have dividend privileges and liquidation
preferences superior to those of the Common Stock. Furthermore, the preferred
stock may be issued with voting, conversion or other terms determined by the
Board of Directors which could be used to delay, discourage or prevent a change
in control of the Company. Such terms could include, among other things,
dividend payment requirements, redemption provisions, preferences as to
dividends and distributions and preferential voting rights. These provisions,
together with certain provisions of Delaware law, may have the effect of
delaying or preventing changes in control or management of the Company which
would adversely affect the market price of the Company's Common Stock.
Shares Eligible for Future Sale. Future sales of shares by existing
security holders could have an adverse effect on the market price of the
Company's Common Stock or otherwise impair the Company's ability to raise
additional capital. In general, under Rule 144 as currently in effect, an
affiliate of the Company, or person (or persons whose shares are aggregated) who
has beneficially owned shares of the Company for at least one year will be
entitled to sell in any three-month period a number of shares that does not
exceed the greater of (i) one percent of the then outstanding shares of the
Company's Common Stock or (ii) the average weekly trading volume of the
Company's Common Stock during the four calendar weeks immediately preceding the
date on which notice of the sale is filed with the Commission. Sales pursuant to
Rule 144 are subject to certain requirements relating to manner of sale, notice
and the availability of current public information about the Company. A person
(or persons whose shares are aggregated) who is not deemed to be an affiliate of
the Company at any time during the 90 days immediately preceding the sale and
who has beneficially owned shares of the Company for at least two years is
entitled to sell such shares under Rule 144(k) without regard to the limitations
described above.
As of the date of this Prospectus, the Company has outstanding 7,616,632
shares of Common Stock. Of these shares, approximately 6,235,378 shares are
freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended (other than restrictions imposed upon
officers and directors of the Company under Rule 144). An additional
approximately 1,374,691 shares will become tradeable at various times within one
year of the date of this Prospectus, subject to the aforementioned requirements
relating to the manner of sale, notice and the availability of current public
information about the Company. In addition, the Company has filed Registration
Statements on Form S-8 with the Commission with respect to the issuance of
shares of the Company's Common Stock upon exercise of options granted under its
1994 Stock Option Plan (the "1994 Plan") and upon exercise of warrants issued to
consultants to the Company and will soon hereafter file a Registration Statement
on Form S-8 with the Commission with respect to the issuance of shares of the
Company's Common Stock upon exercise of options granted or to be granted under
its 1997 Stock Option Plan
12
<PAGE>
(the "1997 Plan"). 182,500 shares of Common Stock are issuable upon the exercise
of outstanding options under the 1994 Plan, an aggregate of 192,500 shares of
Common Stock are issuable upon exercise of outstanding warrants in favor of
three consultants to the Company, and up to 454,133 shares of Common Stock may
be issuable upon the exercise of options granted to certain directors and
executive officers of the Company and which are not covered by the Registration
Statements on Form S-8. Accordingly, all of the shares of Common Stock issuable
upon exercise of options under the 1994 Plan and the warrants in favor of the
consultants are freely tradeable without restriction or further registration
and, upon effectiveness of the Registration Statement on Form S-8 with respect
to the 1997 Plan, all of the shares of Common Stock issuable upon exercise of
options granted or to be granted under the 1997 Plan will be freely tradeable
without restriction or further registration. As of the date of this Prospectus,
options to purchase 260,000 shares of Common Stock have been issued under the
1997 Plan, of which none are vested.
Dilution. From time to time, the Company has made and anticipates that it
may make acquisitions in the future using shares of Common Stock. An acquisition
using shares of Common Stock would have the effect of reducing the percentage
ownership of the Company by each pre-acquisition stockholder.
13
<PAGE>
THE COMPANY
The Company's consolidated operations include its wholly-owned
subsidiaries, Sun Goddess Farms, Inc., AMCOR Properties, Inc. and AMCOR
Biomass, Inc. which, together with TransPacific, operates a "clean green
waste" processing business in Southern California. The Company also holds a
99% ownership interest in (i) Las Palomas Country Club Estates LLC, which
acts as the development entity for a championship golf course and a
contiguous 1,350 acre residential building lot development located southeast
of San Antonio, Texas; and (ii) AMCOR Builders, which manages the construction
operations of the Company in Texas. Prior to July 1, 1993, the Company's
consolidated operations included those of a venture capital affiliate which
was principally organized to syndicate limited partnerships to engage in
various agribusiness activities, including the purchase and development of
agricultural land. Since 1981, the Company, either directly or through
subsidiaries and affiliates, generally has acted as a general partner and/or
managing agent of the limited partnerships.
The Company is engaged principally in agribusiness and the management and
development of certain farm and real estate properties both for its own account
and for other entities and has recently become involved in "clean green waste"
processing and governmental tree trimming and maintenance. The Company functions
largely as a vertically integrated developer and producer of "early market"
table grapes in Southern California's Coachella Valley, operating one of the
largest processing/cold storage facilities in that region. It also manages date
acreage in the Coachella Valley for sale to date processors. The Company
presently has approximately 12,300 total acres under management.
The business of the Company includes three core operating divisions: (i)
the agribusiness division, (ii) the "clean green waste" processing division
(which includes governmental tree trimming and maintenance) and (iii) the land
planning/development division. The Company's principal agribusiness operations
involve the production, processing and marketing of table grapes, all of which
are located in the Coachella Valley of Southern California, where the Company,
along with its affiliated partnerships, has a dominant market share. The
Company's "clean green waste" processing activities are carried out by AMCOR
Biomass and TransPacific in Southern California, and its land
planning/development activities are located in Southern California and Texas
(Houston and San Antonio). Most of the non-agricultural properties are owned by
partnerships for which the Company or an affiliate of the Company is the
managing agent. During fiscal 1997, the Company's revenues were derived
principally from the following business segments: (i) agribusiness and
packing/cold storage services, (ii) biomass operations (i.e., clean green waste
processing and governmental tree trimming and maintenance) and (iii) property
management and development.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock that may be offered and
sold from time to time by the Selling Stockholders. The Company will not receive
any of the proceeds from the sales of shares of Common Stock by the Selling
Stockholders. See "Plan of Distribution" and "Selling Stockholders."
14
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of the date of this Prospectus and as
adjusted to reflect the sale of the Shares offered hereby by the Selling
Stockholders. Neither of the Selling Stockholders is currently an affiliate of
the Company, and neither have had a material relationship with the Company
during the past three years.
<TABLE>
<CAPTION>
Amount and Number of Number of Percent of Percent of
Nature of Beneficial Shares Shares Class Before Class After
Name of Beneficial Owner Ownership(1) Offered Hereby After Offering(2) Offering(3) Offering(2)
- ------------------------ ------------------------ -------------- ----------------- ----------------- -------------
<S> <C> <C> <C> <C> <C>
Lance B. Jones 44,632 44,632 0 * 0%
Michael R. Bradle 60,000 60,000 0 * 0%
- ---------------
</TABLE>
* Less than one percent (1%).
(1) Except pursuant to applicable community property laws, the person named in
this table has sole voting and investment power with respect to all shares
of the Company's Common Stock.
(2) Assumes that all Shares offered hereby are actually sold.
(3) Such presentation is based on 7,616,632 shares of Common Stock outstanding
as of June 4, 1998.
PLAN OF DISTRIBUTION
The shares of Common Stock beneficially owned by the Selling Stockholders
were acquired by the Selling Stockholders in private transactions prior to the
date of this Prospectus. In connection with the acquisition of the Shares by the
Selling Stockholders, the Company agreed to file the Registration Statement of
which this Prospectus forms a part.
The Shares being offered hereby will be offered and sold by the Selling
Stockholders (or by pledgees, donees, transferees and other successors in
interest) for their own accounts. The Company will not receive any of the
proceeds from the sale of the Shares offered pursuant to this Prospectus. The
Company has agreed to bear the expenses of the registration of the Shares,
including legal, accounting, printing and filing fees, and such expenses are
estimated to be approximately $25,742. The brokerage and other expenses of sale
incurred by the Selling Stockholders will be borne by the Selling Stockholders.
The Selling Stockholders may offer and sell the Shares from time to
time directly, through agents designated from time to time, or through
ordinary broker's transactions on the Nasdaq SmallCap Market (or other
over-the-counter markets or exchanges where the Shares may then be traded),
or otherwise at prices and at terms prevailing at the time of such sales, at
prices relating to the then current market price, or in negotiated
transactions, or by a combination of the foregoing methods of sale. Sales may
be made to or through broker-dealers who may receive compensation in the form
of discounts, concessions or commissions from the Selling Stockholders or the
purchasers of shares for whom such broker-dealer may act as agent or to whom
they may sell as principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary commissions). The Company is not
aware as of the date of this Prospectus of any agreements between the Selling
Stockholders and any broker-dealers with respect to the sale of the Shares
offered by this Prospectus.
The Selling Stockholders and any broker, dealer or other agent acting in
connection with the sale of the Shares hereunder may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act, and
any commissions received by any such broker, dealer or agent and any profit
realized by them on the resale of shares of Common Stock as principals may be
deemed to be underwriting compensation under the Securities Act. The Shares may
also be sold in accordance with Rule 144 and Rule 145 under the Securities Act.
15
<PAGE>
It is not possible at the present time to determine the price to the
public in any sale of the Shares by the Selling Stockholders. Accordingly,
the public offering price and the amount of any applicable underwriting
discounts and commissions will be determined at the time of such sale by the
Selling Stockholders. The net proceeds to each of the Selling Stockholders
from the sale of the Shares will be the purchase price of the Shares sold
less all applicable commissions and discounts, if any.
The Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation, Rule 102 under Regulation M, which provisions may limit the timing
of purchases and sales of any of the Shares by the Selling Stockholders. Rule
102 under Regulation M provides, with certain exceptions, that it is unlawful
for a selling shareholder or its affiliated purchaser to, directly or
indirectly, bid for or purchase or attempt to induce any person to bid for or
purchase, for an account in which such selling shareholder or affiliated
purchaser has a beneficial interest in any securities that are the subject of
the distribution during the applicable restricted period under Regulation M. All
of the foregoing may affect the marketability of the Shares. The Company will
require the Selling Stockholders, and their brokers, if applicable, to provide a
letter that acknowledges their compliance with Regulation M under the Exchange
Act before authorizing the transfer of such Selling Stockholders' Shares.
LEGAL MATTERS
The validity of the Shares being offered hereby will be passed upon for
the Company by Rutan & Tucker, LLP, Costa Mesa, California.
EXPERTS
The financial statements and schedules of AMCOR Capital Corporation as of
August 31, 1997, and for the year ended August 31, 1997, have been incorporated
herein in reliance upon the report of Kelly & Company, independent certified
public accountants, and upon the authority of said firm as experts in accounting
and auditing.
No person is authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering contemplated hereby, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or the Selling Stockholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities in any jurisdiction to any person to whom it is unlawful to make such
offer or solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of the Company
since the date hereof or that the information contained or incorporated by
reference herein is correct as of any time subsequent to its date.
16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesperson, or other person has been authorized in connection
with this offering to give any information or to make any representations other
than those contained in this Prospectus and, if given or made, such information
or representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any date subsequent to the date
hereof. This Prospectus does not constitute an offer of the securities offered
hereby by anyone in any jurisdiction in which it is unlawful to make such offer
or solicitation.
-------------------------
TABLE OF CONTENTS
Page
Available Information................................. 2
Information Incorporated by Reference................. 2
Prospectus Summary.................................... 3
Risk Factors........................................ 5
The Company......................................... 14
Use of Proceeds..................................... 14
Selling Stockholder................................. 15
Plan of Distribution................................ 15
Legal Matters....................................... 16
Experts............................................. 16
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
104,632 Shares
AMCOR CAPITAL CORPORATION
Common Stock
----------------------
PROSPECTUS
----------------------
June 5, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses to be incurred
by the Registrant in connection with the offering described in this Registration
Statement:
<TABLE>
<S> <C>
SEC registration fee ......................................... $ 142
NASD filing fee .............................................. 0
Printing and engraving fees and expenses ..................... 100*
Legal fees and expenses ...................................... 20,000*
Accounting fees and expenses ................................. 1,000*
Blue sky fees and expenses ................................... 2,500*
Transfer agent and registrar fees ............................ 1,000*
Miscellaneous ................................................ 1,000*
-------
TOTAL ............................................. $25,742*
-------
-------
</TABLE>
- ---------------
* Estimated.
Item 15. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation limits, to the maximum
extent permitted by Delaware law, the personal liability of directors for
monetary damages for breach of their fiduciary duties as a director. The
Registrant's Bylaws provide that the Registrant shall indemnify its officers and
directors and may indemnify its employees and other agents to the fullest extent
permitted by Delaware law.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made a party to
an action by reason of that fact that he or she was a director, officer,
employee or agent of the corporation or was serving at the request of the
corporation against expenses actually and reasonably incurred by him or her in
connection with such action if he or she acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and with respect to any criminal action, had no reasonable cause
to believe his or her conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission (the "Commission"), such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
II-1
<PAGE>
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
5.1............. Opinion of Rutan & Tucker, LLP**
23.1............ Consent of Rutan & Tucker, LLP**
(contained in the opinion included
as Exhibit 5.1)
23.2............ Consent of Kelly & Company
24.1............ Power of Attorney*
(b) Financial Statement Schedules:
</TABLE>
Not applicable.
- ---------------
* Filed as an exhibit to the Registrant's Registration Statement on Form S-3
dated February 20, 1998 (Registration No. 333-46663).
** Filed as an exhibit to Amendment No. 1 to Registrant's Registration
Statement on Form S-3 dated May 11, 1998 (Registration No. 333-46663).
Item 17. Undertakings.
(a) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that:
<PAGE>
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purposes of determining liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to
reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(1)(i) and (1)(ii) above do not apply if the registration statement is on Form
S-3, Form S-8 or Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on June 4, 1998.
AMCOR CAPITAL CORPORATION
By: /s/FRED H. BEHRENS
---------------------------------------
Fred H. Behrens, Chairman of the Board and
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/FRED H. BEHRENS Chairman of the Board and Chief June 4, 1998
- ------------------------------- Executive Officer and Director
Fred H. Behrens (principal executive officer)
* President and Director June 4, 1998
- -------------------------------
Robert A. Wright
* Vice President, Treasurer and June 4, 1998
- ------------------------------- Chief Financial Officer
Eugene W. Tidgewell (principal accounting officer)
* Director June 4, 1998
- -------------------------------
Marlene A. Tapie
* Director June 4, 1998
- -------------------------------
Dale P. Paisley
* Director June 4, 1998
- -------------------------------
Marlin T. McKeever
/s/RICHARD MORA Director June 4, 1998
- -------------------------------
Richard Mora
*By: /s/FRED H. BEHRENS June 4, 1998
--------------------------
Fred H. Behrens
Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5.1 Opinion of Rutan & Tucker, LLP**
23.1 Consent of Rutan & Tucker, LLP (contained in the opinion included
as Exhibit 5.1)**
23.2 Consent of Kelly & Company
24.1 Power of Attorney*
</TABLE>
- ---------------
* Filed as an exhibit to the Registrant's Registration Statement on Form S-3
dated February 20, 1998 (Registration No. 333-46663).
** Filed as an exhibit to Registrant's Amendment No.1 to Registration
Statement on Form S-3 dated May 11, 1998 (Registration No. 333-46663).
II-5
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
The Board of Directors
AMCOR Capital Corporation:
We consent to the incorporation by reference in the Amendment No. 2 to
Registration Statement on Form S-3 of AMCOR Capital Corporation of our report
dated December 3, 1997, relating to the consolidated balance sheet of AMCOR
Capital Corporation as of August 31, 1997, and the related consolidated
statements of operations, shareholders' equity and cash flows for the year then
ended, which report appears in the August 31, 1997 Annual Report on Form 10-KSB
of AMCOR Capital Corporation.
/s/ KELLY & COMPANY
Orange County, California
June 4, 1998
