SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2000
COMMISSION FILE NUMBER: __________
Delaware USA Biomass Corporation
(State or other jurisidiction of (Exact name of registrant as specified in
incorporation or organization) its charter)
33-0329559
(I.R.S. Employer Identification No.)
7314 Scout Avenue, Bell Gardens, California 90201
(Address of principal executive offices) (Zip Code)
(562) 928-9900
(Registrant's telephone number, including area code)
AMCOR Capital Corporation, 52300 Enterprise Way, Coachella, CA 92236
(Former name or former address, if changed since last report)
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
(949) 660-9700
Facsimile: (949) 660-9010
Page 1 of 4
Index to Exhibits specified on Page 3
1
<PAGE>
ITEM 2. ACQUISITION OF ASSETS
On March 14, 2000, USA Biomass Corporation, a Delaware corporation (the
"Company") issued a press release announcing that the Company had acquired 100%
of the common stock of American Waste Transport, Inc. from Fred and Linda
Alexander, non-affiliates of the Company. The acquisition, which was paid for in
cash and stock, is valued at approximately $5,000,000, based on the current
market price of USA Biomass common stock. The source of the cash was the sale,
by the Company, of certain convertible preferred stock. A transition team has
been established to integrate the companies' operations: the integration is
scheduled to be complete within the next 30-60 days. The effective date of the
acquisition was March 1, 2000. A copy of the press release is attached as
Exhibit 99 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of business acquired. It is impractical at this
time to provide the audited financial statements required. The required
financial statements will be filed no later than 60 days from the date of this
report on Form 8-K.
(b) Proforma financial information. It is impractical at this time to
provide the pro forma financial information required. The required pro forma
financial information will be filed no later than 60 days from the date of this
report on Form 8-K.
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.
USA BIOMASS CORPORATION
DATED: March 14, 2000 By:
-----------------------------------------
Eugene Tidgewell, Chief Financial Officer
2
<PAGE>
INDEX TO EXHIBITS
(1) UNDERWRITING AGREEMENT
Not Applicable.
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Not Applicable.
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES
Not Applicable.
(16) LETTER RE CHANGE IN CERTIFYING ACCOUNTANT
Not Applicable.
(17) LETTER RE DIRECTOR RESIGNATION
Not Applicable.
(20) OTHER DOCUMENTS OR STATEMENTS TO SECURITY HOLDERS
Not Applicable.
(23) CONSENTS OF EXPERTS AND COUNSEL
Not Applicable.
(24) POWER OF ATTORNEY
Not Applicable.
(27) FINANCIAL DATA SCHEDULE
Not Applicable.
(99) ADDITIONAL EXHIBITS
Press Release Dated March 14, 2000.
3
Exhibit 99
USA Biomass Acquires American Waste Transport for $5,000,000 in Cash and Stock
Combined Company Revenues to Exceed $25,000,000 in 2000 with Long-Term
Contractual Backlog Exceeding $350,000,000
BELL GARDENS, Calif., March 14 /PRNewswire/ -- USA Biomass Corporation (Nasdaq:
USBC - news) today announced that it has acquired 100% of the common stock of
closely-held, San Diego County-based American Waste Transport, Inc. ("AWT"). The
acquisition, which was paid for in cash and stock, is valued at approximately
$5,000,000, based on the current market price of USA Biomass common stock. A
transition team has been established to integrate the companies' operations: the
integration is scheduled to be complete within the next 30-60 days.
The combined company, which will continue to be known as USA Biomass
Corporation, expects its revenues for the year ending December 31, 2000 to
exceed $25,000,000 and has a long-term contractual backlog exceeding
$350,000,000, with terms generally exceeding ten years or longer. The company's
principal accounts include Waste Management, Allied Waste and Republic Services.
AWT maintains extensive operations in San Diego County with additional
operations in the Los Angeles/Orange County markets where USA Biomass has a
major presence. Consolidation of various operations and facilities in the Los
Angeles/Orange County markets will result in immediate and significant cost
savings. Moreover, the operational efficiencies resulting from this
consolidation will result in an even higher level of service to USA Biomass'
customer base.
As a result of this acquisition, USA Biomass will have expanded recycling
capabilities, with green waste processing facilities in Los Angeles, San Diego
and San Bernadino Counties. Green waste, which consists principally of waste
wood, tree trimmings and yard waste, is recycled for commercial end uses such as
compost, fertilizer, fiber board and boiler fuel for the generation of
electricity. Green waste recycling is expected to enjoy extraordinary growth, as
California begins to comply with its current recycling law, mandating diversion
of 50% of all waste from landfills.
USA Biomass intends to leverage its position as the leading waste transport and
recycling company in the Southern California market to expand to other markets.
The company is currently negotiating with a number of additional acquisition
targets, primarily related to green waste processing, composting and organic
fertilizer production.
"USA Biomass is moving rapidly to consolidate its position as a leader in green
waste recycling," commented Fred Behrens, Chairman & CEO. "With the American
Waste Transport acquisition now behind us, we have targeted a number of
acquisition candidates in the green waste recycling and waste transport markets,
ranging from undercapitalized private companies to large companies which would
result in an enterprise that is many times our present size."
About USA Biomass:
USA Biomass has extensive green waste recycling and solid waste transport
operations, primarily in the Los Angeles, Orange County, Riverside and San
Bernadino markets. USA Biomass common stock trades on the Nasdaq SmallCap Market
under the symbol USBC. Web site: http://www.usabiomass.com
For further information, contact: Fred H. Behrens, Chairman & CEO: USA Biomass
Corporation: 562-928-9900.
Investor Relations: Philippe Niemetz or Walter DeCanio, 800-477-7570, or
212-344-6464 Email: [email protected]
This press release contains forward-looking statements pursuant to the "Safe
Harbor" provisions of the Private Securities Litigation Reform Act of 1995. With
the exception of historical information, the matters discussed in this press
release are "forward-looking statements" that involve a number of risks and
uncertainties. The actual future results of the Company could differ
significantly from those statements due to factors including, but not limited
to: risks associated with the ability to profitably perform on the contract;
managing the Company's growth; the continuation in the growth of the Company's
biomass business, the continuation in general economic conditions; various
conditions specific to the green waste processing industries; and factors
discussed in the Company's annual report on Form 10-KSB for the fiscal year
ended August 31, 1998 and transition report on Form 1O-QSB for December 31,
1998, and quarterly report on Form 10-QSB for September 30, 1999.
SOURCE: USA Biomass Corporation
4
