SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
American Resources of Delaware, Inc.
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(Name of Issuer)
Series 1993 Convertible (voting) Preferred Stock
par value $12.00 per share
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(Title of Class of Securities)
02926 U 20 8
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(CUSIP No.)
Rick G. Avare
160 Morgan Street
Versailles, KY 40383
(606)873-5455
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Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications
September 11, 1996
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(Date of Event which requires filing of this Statement)
If the filing person has previously filed a Statement on Schedule
13G to report the acquisition which is the subject of this
Statement and is filing this Statement because of Rule 13d-1 (b)(3)
or (4), check the following box: ( )
Check the following box if a fee is being paid with this Statement:
(X)
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CUSIP NO. 13D
02926 U 20 8
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1. NAME OF REPORTING PERSON
Rick G. Avare
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
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(b)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (D) OR 2 (E)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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Number of 7. SOLE VOTING POWER
Shares 187,500
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Beneficially 8. SHARED VOTING POWER
Owned By NONE
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Each 9. SOLE DISPOSITIVE POWER
Reporting 187,500
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Person 10. SHARED DISPOSITIVE POWER
With NONE
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Rick G. Avare beneficially owns 187,500 shares of Series
1993, Convertible (voting) Preferred Stock of American
Resources of Delaware, Inc.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 69.7%
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14. TYPE OF REPORTING PERSON
IN
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ITEM 1. Security and Issuer.
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This Schedule 13D relates to the Series 1993, Convertible
(Voting) Preferred Stock, $12.00 par value per share (the
"Preferred Stock") of American Resources of Delaware, Inc. ("ARI"),
a Delaware corporation. ARI's principal executive office is located
at 160 Morgan Street, Versailles, Kentucky 40383.
ITEM 2. Identity and Background.
-----------------------
This Schedule 13D is filed by Rick G. Avare, individually
("Mr. Avare"). Mr. Avare's business address is 160 Morgan Street,
Versailles, Kentucky 40383. Mr. Avare is principally occupied as
President and Chief Executive Officer of ARI. Mr. Avare is a
citizen of the United States of America. During the last five
years, Mr. Avare has not been convicted in any criminal proceeding,
excluding traffic violations or similar misdemeanors, and he was
not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in or subjected him
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
On September 11, 1996, Mr. Avare purchased 187,500 shares of
Preferred Stock and 70,328 shares of $.0001 par value common stock
(the "Common Stock") of ARI from Mr. Howard Settle for an aggregate
of $694,431.00 (the "Purchase Price"). Mr. Avare paid the full
Purchase Price by assuming and agreeing to pay the unpaid principal
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and accrued interest on two promissory notes from Mr. Settle to
Jamal Mashburn. A copy of the agreement dated September 11, 1996
between Mr. Avare and Mr. Mashburn is attached hereto as Exhibit 1
and incorporated herein. One of the promissory notes (dated
February 12, 1996 and due February 12, 1997) is in the principal
amount of $468,000 and bears interest at the rate of 12% per annum.
It is secured by a pledge of 187,500 shares of Preferred Stock and
7,500 shares of Common Stock purchased by Mr. Avare from Mr.
Settle. The other promissory note (dated January 18, 1996 and due
January 18, 1997) is in the principal amount of $180,000 and bears
interest at the rate of 12% per annum. It is secured by a pledge of
55,328 shares of Common Stock purchased by Mr. Avare from Mr.
Settle.
ITEM 4. Purpose of Transaction.
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Mr. Avare acquired the shares of Preferred Stock because he
believes they are a good investment and for the purpose of
influencing the management and control of ARI. Other than as set
forth herein and in the Schedule 13D filed with the Securities and
Exchange Commission on or about April 25, 1996 by Mr. Avare,
Leonard K. Nave, individually, Leonard K. Nave, Trustee and
Southern Gas Holding Company with respect to shares of Common Stock
of ARI, which Schedule 13D is incorporated herein by reference as
Exhibit 2 hereto, Mr. Avare has no present plans, arrangements,
understandings or intent to cause ARI to be merged or liquidated,
to sell any assets of ARI, to cause the any securities issued by
ARI to cease to be authorized for quotation on an inter-dealer
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quotation system or a registered national securities association or
to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as
amended, or to cause ARI to change its charter, bylaws,
capitalization, dividend policy, business, corporate structure or
present board of directors or management. From time to time in the
future, Mr. Avare may purchase additional shares of Preferred Stock
in privately negotiated transactions at varying prices and may
purchase additional shares of Common Stock at varying prices in the
open market, in privately negotiated transactions and/or in other
transactions.
ITEM 5. Interest in Securities of the Issuer.
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At August 30, 1996, 268,851 shares of Preferred Stock were
issued and outstanding. Mr. Avare beneficially owns 187,500 shares
(69.7%) of Preferred Stock by virtue of his sole voting and
investment power over such shares.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
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With Respect to Securities of the Issuer.
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Except as otherwise disclosed in this Schedule 13D and in the
Schedule 13D filed with the Securities and Exchange Commission on
or about April 25, 1996 by Mr. Avare, Leonard K. Nave,
individually, Leonard K. Nave, Trustee and Southern Gas Holding
Company with respect to shares of Common Stock of ARI, which
Schedule 13D is incorporated herein by reference as Exhibit 2
hereto, Mr. Avare has no contracts, arrangements, understandings or
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relationships with any other person with respect to any equity
securities of ARI.
ITEM 7. Material to be Filed as Exhibits.
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The following documents are filed herewith or are incorporated
herein:
Exhibit 1 Agreement dated September 11, 1996 between Rick G.
Avare and Jamal Mashburn is attached hereto and
incorporated herein.
Exhibit 2 Schedule 13D by Rick G. Avare, Leonard K. Nave,
individually, Leonard K. Nave, Trustee and Southern
Gas Holding Company relating to shares of common
stock of American Resources of Delaware, Inc. filed
with the Securities and Exchange Commission on or
about April 13, 1996 is incorporated herein by
reference.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: September 19, 1996
s/Rick G. Avare
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Rick G. Avare, Individually
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EXHIBIT 1
THIS AGREEMENT, made and entered into this 11th day
of September, 1996, by and between RICK G. AVARE, of Lexington,
Kentucky, hereinafter called "Avare;" and JAMAL MASHBURN, of
Irving, Texas, hereinafter called "Mashburn;"
WITNESSETH:
THAT, WHEREAS, Mashburn has previously loaned funds
to Howard A. Settle ("Settle") in the following amounts and for the
following purposes: (i) One Hundred Eighty Thousand ($180,000.00)
Dollars for the purpose of purchasing 55,328 shares of common stock
of American Resources of Delaware, Inc. ("ARI"); and (ii) Four
Hundred Sixty-eight Thousand ($468,000.00) Dollars for the purpose
of purchasing 187,500 shares of preferred stock and 7,500 shares of
common stock of ARI, said preferred shares having subsequently
earned an additional 7,500 shares in common stock dividends; and
WHEREAS, Avare is desirous of acquiring the
aforesaid stock in ARI from Settle and has reached an agreement
with Settle wherein Avare will assume the loans from Mashburn in
full in return for said stock; and
WHEREAS, Mashburn is willing for Avare to assume the
aforesaid loans under certain terms and conditions; and
WHEREAS, the parties hereto are desirous of setting
out their agreements in writing.
NOW, THEREFORE, for and in consideration of the
mutual covenants contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Avare agrees to assume the aforedescribed loans
from Mashburn to Settle in the principal amounts of Four Hundred
Sixty-eight Thousand ($468,000.00) Dollars and One Hundred Eighty
Thousand ($180,000.00) Dollars, both with interest at the rate of
twelve (12%) percent per annum, due and payable one (1) year from
the date hereof.
2. Avare agrees to execute a new promissory note in
favor of Mashburn in the total amount of Six Hundred Ninety-four
Thousand Four Hundred Thirty-one ($694,431.00), such note to set
out the terms of the loan and to be in the form attached hereto as
Exhibit A.
3. Avare agrees to pledge the subject stock of ARI
as collateral for the loan and agrees to execute the documents
necessary to evidence such encumbrance, including, but not limited
to, a stock power.
4. Avare agrees that at such time as he sells or
otherwise transfers all or a portion of the ARI stock, the proceeds
received from such sale or transfer shall be applied first towards
the payment of accrued interest on the loan and second towards the
payment of the principal balance, with the remainder, if any, being
shared equally between the parties.
5. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs and
assigns.
6. This Agreement contains the entire agreement and
understanding of the parties hereto with respect to the subject
matter hereof, and no other representations, promises, agreements
or understandings regarding the subject matter hereof shall be of
any force or effect unless in writing, executed by the party or
parties to be bound and dated on or subsequent to the date hereof.
IN WITNESS WHEREOF, the parties hereto have caused
the execution hereof as of the day and year first above written.
/S/Rick G. Avare
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RICK G. AVARE
/S/Jamal Mashburn
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JAMAL MASHBURN
