UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 1998
Commission file Number 0-20193
AMERICOMM RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-1238709
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9 E. 4th Street, Suite 305, Tulsa, Oklahoma 74103-5109
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 587-0096
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date:
Common Stock, $.001 Par Value - 13,164,258 shares as of March 31, 1998.
<PAGE>
<TABLE>
PART I. - FINANCIAL INFORMATION
AMERICOMM RESOURCES CORPORATION
BALANCE SHEET
(Amounts in thousands, except per share data)
<CAPTION>
March 31, 1998
______________
<S> <C>
ASSETS
Current assets
Cash and cash equivalents $ 151,258
Prepaid expenses 0
__________
Total Current Assets $ 151,258
Investments in prospects 927,229
__________
TOTAL ASSETS $ 1,078,487
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<S> <C>
Current liabilities
Accounts payable 0
Accruals 558
Notes payable - Related party 20,000
______________
Total Current Liabilities $ 20,558
Stockholders' equity (deficiency)
Common stock, $.001 par value;
authorized 50,000,000 shares
13,146,258 shares issued, of which 13,146
132 shares are held in Treasury
Capital in excess of par value 1,577,096
Deficit accumulated during the
development stage (532,313)
______________
Total Stockholders' Equity $ 1,057,929
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY) $ 1,078,487
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF INCOME
FOR THE THREE MONTHS
ENDED MARCH 31, 1998 AND 1997
(Amounts in thousands, except per share data)
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1998 1997
____________ ____________
<S> <C> <C>
Revenues
Income $ 0 $ 0
Interest income 764 326
____________ ____________
Total Income 764 326
____________ ____________
Costs and expenses
General and administrative
expenses 14,514 17,411
Abandoned prospects 0 0
Interest expense 295 0
____________ ____________
Total Costs and Expenses 14,809 17,411
____________ ____________
Net Income (Loss) $ (14,045) $ (17,085)
Net Income (Loss)
per common share $ 0 $ 0
Weighted average number of
common shares outstanding 13,146,258 11,204,592
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
AMERICOMM RESOURCES CORPORATION
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS
ENDED MARCH 31, 1998 AND 1997
(Amounts in thousands)
<CAPTION>
Three Months Three Months
Ended Ended
March 31, March 31,
1998 1997
____________ ____________
<S> <C> <C>
Cash Flow From Operating Activities
Operations
Net income (loss) $ (14,045) $ (17,085)
Plus adjustments to reconcile
net income to net cash flows
from operating activities
Abandoned prospects 0 0
Changes in operating assets
and liabilities
Increase(Decrease) in accounts
payable (11,492) (11,574)
Increase(Decrease) in prepaid
expenses (350) 350
Accruals 558 (65)
Deferred payment proceeds 50,000
___________ ____________
Net cash provided (used)
by operating activities (25,329) 21,626
Cash Flows From Investing Activities
Cash payments for investments in
prospects (245,081) (1,550)
___________ ____________
Net cash provided (used) by
investing activities (245,081 (1,550)
___________ ____________
Cash Flows From Financing Activities
Proceeds from issuance of common
stock 318,500 0
Proceeds from note payable - related
party 0 0
Repayment of note payable - related
party 0 0
____________ ____________
Net cash provided (used) by
financing activities 318,500 0
Net Increase(Decrease) in Cash and
Cash Equivalents 48,090 20,076
Cash and Cash Equivalents,
beginning of year 103,168 29,311
____________ ____________
Cash and Cash Equivalents,
end of quarter $ 151,258 $ 49,387
<FN>
See accountants' report and accompanying notes to financial statements
</TABLE>
<PAGE>
AMERICOMM RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1998
Note 1. Basis of Presentation
In the opinion of management the accompanying unaudited financial
statements contain all adjustments, all of which were of a normal recurring
nature, necessary to summarize fairly the Registrant's financial position
and results of operations. The results of operations for the three months
ended March 31, 1998 may not be indicative of the results that may be
expected for the year ending December 31, 1998. These statements should
be read in conjunction with the financial statements and notes thereto
included in the Registrant's Form 10-KSB for its fiscal year ended
December 31, 1997.
Note 2. Summary of Significant Accounting Policies
Mining and oil and gas properties - The Company uses the successful
efforts method of accounting for its mining activities. Costs incurred
are deferred until exploration and completion results are evaluated.
At such time, costs of activities with economically recoverable reserves
are capitalized as proven properties, and costs of unsuccessful or
uneconomical development work are expensed.
Cash and cash equivalents - The Company defines cash and cash
equivalents to be cash on hand, cash in checking accounts, certificates
of deposit, cash in money market accounts and certain investments with
maturities of three months or less from the date of purchase.
Note 3. Income Taxes
As of December 31, 1997, the Company has tax net operating loss
carryforwards totaling approximately $456,000. If not used, these
carryforwards will expire in the years 2000 to 2009.
<PAGE>
AMERICOMM RESOURCES CORPORATION
PLAN OF OPERATION
The Registrant funded its operations during 1997 through amounts
received from Echo Bay Exploration Inc. ("Echo Bay") a subsidiary of Echo
Bay Mines LTD., Denver, Colorado pursuant to a Heads of Agreement covering
exploration of its Churchill County, Nevada property (the "Jessup Property")
and by borrowing $20,000 from the Albert E. Whitehead Living Trust pursuant
to the terms of a 6% Convertible Note due September 23, 1998. In November
1997, Echo Bay elected to continue its work program during 1998 and paid an
additional $100,000 to the Registrant. In March 1998, the Registrant raised
an additional $275,000 through the issuance of 1,375,000 to Mr. Whitehead
and agreed to use substantially all of the proceeds of this issuance to fund
its acquisition of oil and gas leases on a prospect located in the state of
Wyoming. In April 1, 1998, the Albert E. Whitehead Living Trust converted
its note into shares of Common Stock of the Registrant at a purchase price of
$0.15 per share.
Although Echo Bay stated that it was encouraged by the results of its
exploration of the Jessup Property, in May 1998, Echo Bay elected to
discontinue its exploration program and concentrate its exploration efforts
in the United States on a limited number of projects. As Echo Bay terminated
the joint venture agreement prior to earning its interest in the property,
under the terms of the joint venture agreement, the Registrant retains its
interest in the Jessup Property and the amounts previously paid by Echo Bay.
The Registrant intends to seek a new industry partner to continue the
exploration of the Jessup Property or may elect to sell such property if a
transaction may be consummated on advantageous terms.
As of March 31, 1998, the Registrant had approximately $151,259 in cash
to fund its operations. The Registrant expects to spend approximately
$66,000 to satisfy its annual lease obligations and BLM fees on mining
properties and approximately $15,000 to fund its acquisition of oil and gas
leases on its prospect in Wyoming. The Registrant expects the remainder of
its cash to fund its operations for approximately 12 months, assuming no
additional amounts are expended on exploration of its mining properties or
the acquisition or exploration of its oil and gas prospect. The Registrant
expects the exploration and development of its oil and gas prospect will
require substantial amounts of additional capital which may be raised
through debt or equity offerings, encumbering properties or entering into
arrangements whereby certain costs of exploration will be paid by
others to earn an interest in the properties. Additional capital will also
be required to continue exploration of the Registrant's mining prospects if
the Registrant is unsuccessful in locating an industry partner for such
prospects. There can be no assurance that additional capital will be
available to the Registrant on economically acceptable terms, if at all.
Exploration for mineral resources, such as gold, and for oil and gas, is
highly speculative and involves greater risks than many other businesses.
Mineral exploration and oil and gas drilling and development is frequently
marked by unprofitable efforts, not only from unproductive prospects, but
also from producing prospects which do not produce sufficient amounts to
return a profit on the amount expended. Accordingly, there can be no
assurance that the Registrant will be able to discover, develop
or produce sufficient reserves to recover the expenses incurred
in connection with the exploration of its properties, to fund
additional exploration or to achieve profitability.
The Registrant does not expect any significant change in the
number of its employees during 1998. It will employ part-time
or temporary persons and consultants in situations where special
expertise is required.
<PAGE>
PART II - OTHER INFORMATION
Item #6 Exhibits and Reports on Form 8-K
a. Exhibits
(3) Amended and Restated By-Laws Filed herewith
(4) Instruments defining the rights of
security holders
(a) Excerpts from Amended and Restated
By-Laws Filed herewith
b. Reports on Form 8-K - The Registrant has not filed, during
the quarter for which this report is filed, a Form 8-K.
c. 27-Financial Data Schedule
<PAGE>
AMERICOMM RESOURCES CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AMERICOMM RESOURCES CORPORATION
Registrant
May 15, 1998 Thomas R. Bradley
Date Thomas R. Bradley
President & CEO
May 15, 1998 Thomas R. Bradley
Date Thomas R. Bradley
Principal Financial and Accounting
Officer
AMENDED AND RESTATED BY-LAWS
OF
AMERICOMM RESOURCES CORPORATION
(A Delaware Corporation)
ARTICLE I
OFFICES
Section 1. The Corporation shall have and maintain within the State of
Delaware a registered office at such place as may be designed by the Board
of Directors.
Section 2. The Corporation may also have offices at such other places,
both within and without the State of Delaware, as the Board of Directors may
from time to time designate or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of stockholders for the election of directors
shall be held at such place within or without the State of Delaware as may be
fixed from time to time by the Board of Directors and stated in the notice of
meeting or in duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on such date
and at such time as may be fixed from time to time by the Board of Directors
and stated in the notice of meeting or in a dully executed waiver of notice
thereof, at which the stockholders shall elect, by a plurality vote, a Board
of Directors, and transact such other business as may properly be brought
before the meeting.
Section 3. Special meetings of stockholders may be held at such time and
place within or without the State of Delaware as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the Chairman, the President, the Board of
Directors, or the holders of not less than a majority of all the shares
entitled to vote at the meeting.
Section 5. Written notice of every meeting of stockholders, stating the
purpose or purposes for which the meeting is called, the date and time and
the place where it is to be held and, if the list of stockholders required
by Section 7, Article X is not to be at such place at least ten days prior
to the meeting, the place where such list will be, shall be served, not less
that ten nor more than sixty days before the meeting, either personally or
by mail, upon each stockholder entitled to vote at such meeting and upon
each stockholder of record who, by reason of any action proposed at such
meeting, would be entitled to have his stock appraised if such action were
taken. If mailed, such notice shall be deemed given when deposited in the
mail directed to a stockholder at his address as it shall appear on the
books of the Corporation unless he shall have filed with the Secretary of
the Corporation a written request that notices intended for him be mailed
to some other address, in which case it shall be mailed to the address
designated in such request. The attendance of any stockholder at a meeting,
in person or by proxy, shall constitute a waiver of notice by him, except
when the stockholder attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because
the meeting is not lawfully called or convened.
ARTICLE III
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented
at any meeting of the stockholders, the stockholders present in person or
represented by proxy shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified. Notice of the
adjourned meeting shall be given when required by law.
Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented at the meeting and entitled to vote shall
be the act of the stockholders, unless the vote of a greater or lesser number
of shares of stock is required by law or the certificate of incorporation or
pursuant to Article II, Section 2, above.
Section 3. Each outstanding share of stock having voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of
stockholders. A stockholder may vote either in person or by proxy executed
in writing by the stockholder or by his duly authorized attorney-in-fact.
Section 4. The Board of Directors in advance of any stockholders'
meeting may appoint one or more inspectors to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person
presiding at a stockholders' meeting may, and, on the request of any
stockholder entitled to vote thereat, shall, appoint one or more inspectors.
In case any person appointed as inspector fails to appear or act, the vacancy
may be filled by the Board in advance of the meeting or at the meeting by the
person presiding thereat. Each inspector, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the duties
of inspector at such meeting with strict impartiality and according to the
best of his ability.
Section 5. Whenever stockholders are required or permitted to take any
action by vote, such action may be taken without a meeting, without prior
notice and without a vote, if a consent in writing setting forth the action
so taken, shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Notice of taking such action shall be given promptly
to each stockholder that would have been entitled to vote thereon at a
meeting of stockholders and that did not consent thereto in writing.
ARTICLE IV
DIRECTORS
Section 1. The Board of Directors of the Corporation shall consist of
three (3) members. The number of directors constituting the entire Board
may be increased to not more than nine (9) by resolution of the Board of
Directors.
Section 2. Directors need not be residents of the State of Delaware
nor stockholders of the Corporation. The directors shall be elected at each
annual meeting of the stockholders, but if any such annual meeting is not
held, or the directors are not elected thereat, the directors may be elected
at any special meeting of the stockholders held for that purpose. The term
of office of each of the directors shall be one (1) year, which shall
continue until his successor has been elected and qualified.
Section 3. Any one or more of the directors may be removed, with or
without cause, at any time, by a vote of the stockholders holding a majority
of the stock, at any special meeting called for that purpose.
Section 4. Vacancies in the Board occurring between annual meetings
shall be filled for the unexpired portion of the term by a majority of the
remaining directors.
Section 5. The business affairs of the Corporation shall be managed by
its Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to be
exercised or done by the stockholders.
Section 6. The directors may keep the books of the Corporation, except
such as are required by law to be kept within the State, outside the State
of Delaware, at such place or places as they may from time to time determine.
Section 7. The Board of Directors, by the affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise.
ARTICLE V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Meetings of the Board of Directors, regular or special, may
be held either within or without the State of Delaware, at such places as
the Board may from time to time determine.
Section 2. Regular meetings of the Board of Directors may be held
without notice at such time as the Board may from time to time determine.
Special meetings of the Board of Directors may be called by the Chairman or
the President on three days' notice to each director, either personally,
by mail or by facsimile or telegram; special meetings shall be called by the
Chairman, the President or the Secretary, in like manner and on like notice,
on the written request of a majority of the Board of Directors.
Section 3. Notice of a meeting need not be given to any director who
submits a signed waiver of notice, whether before or after the meeting, or
who attends the meeting without protesting prior thereto or at its
commencement, the lack of notice. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.
Section 4. A majority of the entire Board of Directors shall constitute
a quorum for the transaction of business unless a greater or lesser number is
required by law or by the certificate of incorporation. The vote of a
majority of the directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors, unless the vote of a
greater number is required by law or by the certificate of incorporation.
If a quorum shall not be present at any meeting of directors, the directors
present may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 5. Any action required or permitted to be taken by the Board of
Directors, or any committee thereof, may be taken without a meeting if all
members of the Board of Directors, or the committee, consent in writing to
the adoption of a resolution authorizing the action. Any such resolution
and the written consents thereto by the members of the Board of Directors or
the committee shall be filed with the minutes of the proceedings of the
Board of Directors or the committee.
Section 6. Any one or more members of the Board of Directors, or any
committee thereof, may participate in a meeting of such Board or committee
by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the
same time. Participation by such means shall constitute presence in person
at a meeting.
ARTICLE VI
COMMITTEES OF THE BOARD OF DIRECTORS
Section 1. The Board of Directors, by resolution adopted by a majority
of the entire Board, may designate, from among its members, an executive
committee and other committees, each consisting of two or more directors,
and each of which, to the extent provided in the resolution, shall have all
the authority of the Board, except as otherwise required by law. Vacancies
in the membership of the committee shall be filled by the Board of Directors
at a regular or special meeting of the Board of Directors. All committees
created by the Board shall keep regular minutes of their proceedings and
report the same to the Board at the regular meeting of the Board immediately
subsequent to any such committee proceeding.
ARTICLE VII
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed
to such director or stockholder, at his address as it appears on the records
of the Corporation, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by facsimile or
telegram.
Section 2. Whenever any notice of a meeting is required to be given
under the provisions of the statutes or under the provisions of the
certificate of incorporation or these by-laws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at nor the purpose
of the meeting need be specified in any written waiver of notice.
ARTICLE VIII
OFFICERS
Section 1. The officers of the Corporation shall be appointed by the
Board of Directors and shall be a Chairman of the Board, a President, a
Treasurer and a Secretary. The Board of Directors may also appoint one or
more Vice Presidents, and one or more Assistant Secretaries and Assistant
Treasurers.
Section 2. The Board of Directors, at its first meeting after each
annual meeting of stockholders, shall appoint a Chairman, a President, a
Treasurer and a Secretary, none of whom need to be a member of the Board.
Any two or more offices may be held by the same person, except that there
shall always be two persons who hold offices which entitle them to sign
instruments and stock certificates.
Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
Section 4. the salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
Section 5. The officers of the Corporation, unless removed by the
Board of Directors as herein provided, shall hold office until their
successors are chosen and qualify or until their earlier death, resignation
or removal. Any officer elected or appointed by the Board of Directors may
be removed at any time, with or without cause, by the affirmative vote of a
majority of the Board of Directors. Any officer may resign his office at
any time upon written notice to the Corporation. Any vacancy occurring in
any office of the Corporation shall be filled by the Board of Directors.
Section 6. In the event of the absence of any officer of the
Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may at any time or from time to time
delegate all or any part of the powers or duties of any officer to any other
officer or officers or to any director or directors.
CHAIRMAN
Section 7. The Chairman shall exercise such authority and control over
the affairs of the Corporation, subject to the control of the Board of
Directors, as are implied by the position of Chairman of the Board. The
Chairman shall preside at all meetings of the Board of Directors and
stockholders of the Corporation and shall perform such other duties as may
be assigned to him by the Board of Directors.
PRESIDENT
Section 8. The President shall exercise such authority and control
over the affairs of the Corporation, subject to the control of the Board of
Directors and the Chairman, as are implied by the position of President. In
the absence of the Chairman, the President shall preside at all meetings of
the Board of Directors and stockholders of the Corporation and shall perform
such other duties as may be assigned to him by the Board of Directors or the
Chairman, under whose supervision he shall be.
THE VICE PRESIDENTS
Section 9. If there shall be appointed a Vice President, or Vice
Presidents, the Vice Presidents, in the order determined by the Board of
Directors shall, in the absence or disability of the Chairman and the
President, perform the duties and exercise the powers of the Chairman and
the President and shall perform such duties and have such other powers as may
be prescribed by the Board of Directors, the Chairman or the President, under
whose supervision he or they shall be.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10. The Secretary shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or the Chairman or the President, under whose supervision
he shall be. The Secretary shall record all the proceedings of the meetings
of the stockholders and of the Board of Directors in a book to be kept for
that purpose. In the absence of the Secretary, the Chairman of the meeting
shall appoint another officer to record such proceedings. The Secretary
shall have custody of the corporate seal of the Corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and, when so affixed, it may be attested by his signature or by
the signature of such Assistant Secretary. The Board of Directors may give
general authority to any other officer to affix the seal of the Corporation
and to attest the affixing by his signature.
Section 11. The Assistant Secretary or, if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designed by the Board of Directors.
Section 13. The Treasurer shall disburse the funds of the Corporation
as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman and the Board of Directors at
its regular meetings, or when the Board of Directors so requires, an account
of all his transactions as Treasurer and of the financial condition of the
Corporation.
Section 14. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in
case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.
Section 15. The Assistant Treasurer, or, if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
ARTICLE IX
INDEMNIFICATION
Section 1. Any and every person made a party to any action, suit or
proceeding by reason of the fact that he, his testator or intestate, is or
was a director, officer, employee or agent of this Corporation, or of any
corporation, partnership, joint venture, trust or other enterprise which he
served as such at the request of this Corporation, shall be indemnified by
the Corporation, to the fullest extent permissible under the laws of the
State of Delaware, against any and all reasonable expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually
and necessarily incurred by him in connection with the defense of any such
action, suit or proceeding. Such right of indemnification shall not be
deemed exclusive of any other rights to which such person may be entitled
apart from this provision. The Board of Directors is authorized to provide
for the discharge of the Corporation's responsibilities under this Article
by way of insurance or any other feasible and proper means.
ARTICLE X
CERTIFICATE FOR SHARES
Section 1. Every holder of shares of stock in the Corporation shall be
entitled to have a certificate certifying the number of shares owned by him
in the Corporation. Each such certificate shall be numbered and entered in
the books of the Corporation as they are issued. They shall exhibit the
holder's name and the number of shares and shall be signed by the Chairman,
the President or any Vice President and by the Secretary or an Assistant
Secretary or the treasurer or an Assistant Treasurer of the Corporation and
may be sealed with the seal of the Corporation or a facsimile thereof. When
the Corporation is authorized to issue shares of more than one class, there
shall be set forth upon the face or back of the certificate a statement that
the Corporation will furnish to any shareholder upon request and without
charge, a full statement of the designation, relative rights, preferences,
and limitations of the shares of each class authorized to be issued, and,
if the Corporation is authorized to issue any class of preferred shares in
series, the designation, relative rights, preferences and limitations of
each such series so far as the same have been fixed and the authority of the
Board of Directors to designate and fix the relative rights, preferences and
limitations of other series.
Section 2. The signatures of the officers of the Corporation upon a
certificate may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation
itself or an employee of the Corporation. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at
the date of issue.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate theretofore issued by
the Corporation alleged to have been lost or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate has been
lost or destroyed. When authorizing such issue of a new certificate, the
Board of Directors, in its discretion and as a condition precedent to the
issuance thereof, may prescribe such terms and conditions as it deems
expedient, and may require such indemnities as it deems adequate, to protect
the Corporation from any claim that may be made against it with respect to
any such certificate alleged to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the Corporation or the transfer agent of
the Corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto,
and the old certificate canceled and the transaction recorded upon the books
of the Corporation.
FIXED RECORD DATE
Section 5. For the purposes of determining stockholders
entitled to notice of or to vote at any meeting or stockholders
or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors shall fix, in advance, a
date as the record date for any such determination of
stockholders. Such date shall not be more than sixty nor less
than ten days before the date of any meeting nor more than sixty
days prior to any other action. When a determination of
stockholders of record entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof, unless the Board fixes a new record date for the
adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends and to vote as such
owner, and shall be entitled to hold liable for calls and
assessments a person registered on its books as the owner, and
the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of
Delaware.
LIST OF STOCKHOLDERS
Section 7. A list of stockholders as of the record
date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any
meeting upon the request thereat or prior thereto of any
stockholder. If the right to vote at any meeting is challenged,
the inspectors of election, or person presiding thereat, shall
require such list of stockholders to be produced as evidence of
the right of the persons challenged to vote at such meeting and
all persons who appear from such list to be stockholders entitled
to vote thereat may vote at such meeting.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the
certificate of incorporation relating thereto, if any, dividends
may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash,
in shares of the capital stock or in the Corporation's bonds or
its property, including the shares or bonds of other
corporations, subject to any provisions of law and of the
certificate of incorporation.
Section 2. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the directors shall deem to be in the best interest of
the Corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
CHECKS
Section 3. All check or demands for money and notes
of the Corporation shall be signed by such officer or officers or
such other person or persons as the Board of Directors may from
time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
SEAL
Section 5. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal, Delaware." the seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or in any manner reproduced.
ARTICLE XII
AMENDMENTS
These by-laws may be amended or replaced or new by-laws
may be adopted by the stockholders entitled to vote or by the
Board of Directors, subject to the provisions of the Certificate
of Incorporation.
EXCERPTS FROM AMENDED AND RESTATED BY-LAWS
OF
AMERICOMM RESOURCES CORPORATION
(A Delaware Corporation)
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of stockholders for the
election of directors shall be held at such place within or
without the State of Delaware as may be fixed from time to time
by the Board of Directors and stated in the notice of meeting or
in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be
held on such date and at such time as may be fixed from time to
time by the Board of Directors and stated in the notice of
meeting or in a duly executed waiver of notice thereof, at which
the stockholders shall elect, by a plurality vote, a Board of
Directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Special meetings of stockholders may be
held at such time and place within or without the State of
Delaware as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 4. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute
or by the certificate of incorporation, may be called by the
Chairman, the President, the Board of Directors, or the holders
of not less than a majority of all the shares entitled to vote at
the meeting.
Section 5. Written notice of every meeting of
stockholders, stating the purpose or purposes for which the
meeting is called, the date and time and the place where it is to
be held and, if the list of stockholders required by Section 7,
Article X is not to be at such place at least ten days prior to
the meeting, the place where such list will be, shall be served,
not less than ten nor more than sixty days before the meeting,
either personally or by mail, upon each stockholder entitled to
vote at such meeting and upon each stockholder of record who, by
reason of any action proposed at such meeting, would be entitled
to have his stock appraised if such action were taken. If
mailed, such notice shall be deemed given when deposited in the
mail directed to a stockholder at this address as it shall appear
on the books of the Corporation unless he shall have filed with
the Secretary of the Corporation a written request that notices
intended for him be mailed to the address designated in such request.
The attendance of any stockholder at a meeting, in person or by
proxy, shall constitute a waiver of notice by him, except when
the stockholder attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or
convened.
ARTICLE III
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of
stock issued and outstanding and entitled to vote, represented in
person or by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as
otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders
present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
Notice of the adjourned meeting shall be given when required by
law.
Section 2. If a quorum is present, the affirmative
vote of a majority of the shares of stock represented at the
meeting and entitled to vote shall be the act of the
stockholders, unless the vote of a greater or lesser number of
shares of stock is required by law or the certificate of
incorporation or pursuant to Article II, Section 2, above.
Section 3. Each outstanding share of stock having
voting power shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. A stockholder
may vote either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact.
Section 4. The Board of Directors in advance of any
stockholders' meeting may appoint one or more inspectors to act
at the meeting or any adjournment thereof. If inspectors are not
so appointed, the person presiding at a stockholders' meeting
may, and, on the request of any stockholder entitled to vote
thereat, shall, appoint one or more inspectors. In case any
person appointed as inspector fails to appear or act, the vacancy
may be filled by the Board in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, before
entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his
ability.
Section 5. Whenever stockholders are required or
permitted to take any action by vote, such action may be taken
without a meeting, without prior notice and without a vote, if a
consent in writing setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than
the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Notice of taking such
action shall be given promptly to each stockholder that would
have been entitled to vote thereon at a meeting of stockholders
and that did not consent thereto in writing.
ARTICLE VII
NOTICES
Section 1. Whenever, under the provisions of the
statutes or of the certificate of incorporation or of these
by-laws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the
records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail. Notice to
directors may also be given by facsimile or telegram.
Section 2. Whenever any notice of a meeting is
required to be given under the provisions of the statutes or
under the provisions of the certificate of incorporation or these
by-laws, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to giving of such
notice. Neither the business to be transacted at nor the purpose
of the meeting need be specified in any written waiver of notice.
ARTICLE IX
INDEMNIFICATION
Section 1. any and every person made a party to any
action, suit or proceeding by reason of the fact that he, his
testator or intestate, is or was a director, officer, employee or
agent of this Corporation, or any corporation, partnership,
joint venture, trust or other enterprise which he served as such
at the request of this Corporation, shall be indemnified by the
Corporation, to the fullest extent permissible under the laws of
the State of Delaware, against any and all reasonable expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and necessarily incurred by him in connection
with the defense of any such action, suit or proceeding. Such
right of indemnification shall not be deemed exclusive of any
other rights to which such person may be entitled apart from this
provision. The Board of Directors is authorized to provide for
the discharge of the Corporation's responsibilities under this
Article by way of insurance or any other feasible and proper
means.
ARTICLE X
CERTIFICATE FOR SHARES
Section 1. Every holder of shares of stock in the
Corporation shall be entitled to have a certificate certifying
the number of shares owned by him in the Corporation. Each such
certificate shall be numbered and entered in the books of the
Corporation as they are issued. They shall exhibit the holder's
name and the number of shares and shall be signed by the
Chairman, the President or any Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the corporation and may be sealed with the
seal of the Corporation or a facsimile thereof. When the
Corporation is authorized to issue shares of more than one class,
there shall be set forth upon the face or back of the certificate
a statement that the Corporation will furnish to any shareholder
upon request and without charge, a full statement of the designation,
relative rights, preferences, and limitations of the
shares of each class authorized to be issued, and, if the
Corporation is authorized to issue any class of preferred shares
in series, the designation, relative rights, preferences and
limitations of each such series so far as the same have been
fixed and the authority of the Board of Directors to designate
and fix the relative rights, preferences and limitations of other
series.
Section 2. The signatures of the officers of the
Corporation upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent or registered by
a registrar other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.
LOST CERTIFICATES
Section 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate theretofore issued by the Corporation alleged to have
been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate has been lost or
destroyed. when authorizing such issue of a new certificate, the
Board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such
indemnities as it deems adequate, to protect the Corporation from
any claim that may be made against it with respect to any such
certificate alleged to have been lost or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate representing
shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and
the old certificate canceled and the transaction recorded upon
the books of the Corporation.
FIXING RECORD DATE
Section 5. For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to or dissent
from any proposal without a meeting, or for the purpose of
determining stockholders entitled to receive payment of any
dividend or the allotment of any rights, or for the purpose of
any other action, the Board of Directors shall fix, in advance, a
date as the record date for any such determination of
stockholders. Such date shall not be more than sixty nor less
than ten days before the date of any meeting nor more than sixty
day prior to any other action. When a determination of
stockholders of record entitled to notice of or to vote at any
meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof, unless the Board fixes a new record date for the
adjourned meeting.
REGISTERED STOCKHOLDERS
Section 6. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books
as the owner of shares to receive dividends and to vote as such
owner, and shall be entitled to hold liable for calls and
assessments a person registered on its books as the owner, and
the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of
Delaware.
LIST OF STOCKHOLDERS
Section 7. A list of stockholders as of the record
date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any
meeting upon the request thereat or prior thereto of any
stockholder. If the right to vote at any meeting is challenged,
the inspectors of election, or person presiding thereat, shall
require such list of stockholders to be produced as evidence of
the right of the persons challenged to vote at such meeting and
all persons who appear from such list to be stockholders entitled
to vote thereat may vote at such meeting.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the
certificate of incorporation relating thereto, if any, dividends
may be declared by the Board of directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash,
in shares of the capital stock or in the Corporation's bonds or
its property, including the shares or bonds of other
corporations, subject to any provisions of law and of the
certificate of incorporation.
Section 2. Before payment of any dividend, there may
be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other
purpose as the directors shall deem to be in the best interest of
the Corporation, and the directors may modify or abolish any such
reserve in the manner in which is was created.
ARTICLE XII
AMENDMENTS
These by-laws may be amended or repealed or new by-laws
may be adopted by the stockholders entitled to vote or by the
Board of Directors, subject to the provisions of the Certificate
of Incorporation.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-01-1998
<PERIOD-END> Mar-31-1998
<CASH> 151,258
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 151,258
<PP&E> 927,229
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,078,487
<CURRENT-LIABILITIES> (558)
<BONDS> 0
0
0
<COMMON> 13,146
<OTHER-SE> 1,577,096
<TOTAL-LIABILITY-AND-EQUITY> 1,078,487
<SALES> 764
<TOTAL-REVENUES> 764
<CGS> 0
<OTHER-EXPENSES> 14,809
<TOTAL-COSTS> 14,809
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,045)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
