SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 15, 2000
COMMISSION FILE NUMBER: 0-17594
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Delaware USA Biomass Corporation 33-0329559
(State or other jurisidiction of (Exact name of registrant as specified in (I.R.S. Employer Identification No.)
incorporation or organization) its charter)
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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 5
Index to Exhibits specified on Page 5
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ITEM 5. Other Events
At approximately 10:00 am on October 6, 2000, at Newport Beach, California we
convened our annual meeting of shareholders. Mr. Wright and Mr. Leason requested
an inspector of the election of our directors. As a result, that meeting was
adjourned without the transaction of the contemplated business. As soon as
practicable, we will determine a later date for that meeting, and we intend to
have an inspector of that election at that meeting.
ITEM 6. Resignation of Director
During the course of representing us, our corporate lawyers discovered certain
facts which make us believe that Robert A. Wright and H. Glen Leason, two of our
directors, may have participated in certain actions which are a breach of their
fiduciary duties to us. As a result, certain differences of opinion resulted
between us and Mr. Wright and Mr. Leason. In an effort to resolve those
differences without filing a lawsuit, we had conversations with Mr. Wright and
Mr. Leason regarding the various issues.
We believe that we had those differences resolved, and as part of the
resolution, Mr. Wright agreed to resign as a member of our board of directors.
In fact, we were informed by who we believed was Mr. Wright's attorney that Mr.
Wright had resigned as our director. As a result, on or about August 23, 2000,
we filed with the Securities and Exchange Commission a Form 8-K indicating that
Mr. Wright had resigned.
We have recently been informed by Mr. Wright that he did not resign. Therefore,
we are filing this report to indicate that Mr. Wright is still, in fact, a
director.
The differences which exist between us and Mr. Wright and Mr. Leason continue to
be unresolved. As a result, we have filed a complaint in Riverside County
Superior Court which make certain allegations against Mr. Wright regarding his
therein alleged breach of fiduciary duty to us. A copy of that complaint is
attached to this report as Exhibit 99.
Additionally, we have concluded that it is in our best interest that we also
include Mr. Leason as defendant in the lawsuit involving Mr. Wright. As a
result, Mr. Leason will be named as defendant in that lawsuit.
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: October 6, 2000 By: /s/ Fred H. Behrens
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Fred H. Behrens, Chief Executive Officer and
Chairman of the Board of Directors
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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
(5) 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
Complaint against Robert A. Wright and H. Glen Leason
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