<PAGE>
As filed with the Securities and Exchange Commission on October 3, 1996
Registration No. 333-656
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
Amendment No. 4
to
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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AMERICAN RESOURCES OF DELAWARE, INC.
(Exact name of registrant as specified in charter)
Delaware 86-0713506
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
Mr. Rick G. Avare
160 Morgan Street President
Post Office Box 87 American Resources of
Versailles, Kentucky 40383 Delaware, Inc.
(606) 873-5455 160 Morgan Street
(Address, including zip Post Office Box 87
code, and telephone number, Versailles, Kentucky 40383
including area code, of (606) 873-5455
registrant's principal (Name, address, including zip
executive offices) code, and telephone number,
including area code, of agent
for service)
Copy to:
Harry S. Stahl, Esq.
McKenna & Stahl
2603 Main Street, Suite 1010
Irvine, California 92714-6232
(714) 752-2800
[Page 1 of Facing Page]
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4.6 Warrant Agreement dated as of November 10, 1994 between American
Resources of Delaware, Inc. and GFL Ultra Fund, Ltd. (7)
4.7 Specimen of Company's October 1995 Private Placement Subscription
Agreement and Warrant *
4.8 Specimen of Company's June 1996 Private Placement Subscription
Agreement and Warrant*
5 Opinion of McKenna & Stahl as to the legality of securities being
registered*
10.1 1994 Compensatory Stock Option Plan, as amended *
10.2 1994 Employee Stock Compensation Plan *
10.3 Purchase and Sale Agreement dated July 3, 1996, between the
Company, Southern Gas of Delaware, Inc. and Century Offshore
Management Corporation.*
10.4 Purchase and Sale Agreement dated July 3, 1996, between the
Company, Southern Gas of Delaware, Inc. and Century Offshore
Management Corporation.*
24.1 Consents of KPMG Peat Marwick LLP
24.2 Consent of William D. Briggs, CPA*
24.3 Consent of McKenna & Stahl (included in Exhibit 5)*
24.4 Consent of Richard Russell & Associates*
25 Power of Attorney *
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* Previously filed.
(1) Incorporated by reference to Exhibit 3.1 in the Company's Registration
Statement on Form 10-SB, File No. 0-21472, declared effective on August 19,
1993 (the "Form 10-SB").
(2) Incorporated by reference to Exhibit 3.2 to the Company's Form 10-SB.
(3) Incorporated by reference to Exhibit 3 to the Company's Form 10-QSB for the
quarterly period ended September 30, 1994 (the "September 1994 Form
10-QSB").
(4) Incorporated by reference to identical exhibit number to the Company's Form
10-SB.
II-4
<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 Lexington, State of Kentucky, on the 1st day of
October, 1996.
AMERICAN RESOURCES OF DELAWARE, INC.
By: \s\ RICK G AVARE
--------------------------
Rick G. Avare
President
Pursuant to 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 indicated:
Signature Title Date
- --------- ----- ----
\s\ DOUGLAS L. HAWTHORNE * Chairman of the Board October 1, 1996
- -----------------------------
Douglas L. Hawthorne
\s\ RICK G. AVARE Director, President October 1, 1996
- ----------------------------- and Chief Executive
Rick G. Avare Officer
\s\ JEFFREY J. HAUSMAN * Chief Financial October 1, 1996
- ----------------------------- Officer (Principal
Jeffrey J. Hausman Accounting Officer)
\s\ DAVID FOX, JR. * Director October 1, 1996
- -----------------------------
David Fox, Jr.
\s\ LEONARD K. NAVE * Director October 1, 1996
- -----------------------------
Leonard K. Nave
\s\ DONALD L. SCHELLPFEFFER * Director October 1, 1996
- -----------------------------
Donald L. Schellpfeffer
*By: \S\ RICK G. AVARE
---------------------
Rick G. Avare
Attorney-in-Fact
II-8
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4.4 Certificate of Designations of 6%
Junior Cumulative Convertible Preferred
Stock, Series B of American Resources
of Delaware, Inc. (5)
4.5 Warrant Agreement dated as of October 6,
1994 between American Resources of
Delaware, Inc. and GFL Ultra Fund, Ltd. (6)
4.6 Warrant Agreement dated as of November
10, 1994 between American Resources
of Delaware, Inc. and GFL Ultra Fund, Ltd. (7)
4.7 Specimen Company's October 1995 Private
Placement Subscription Agreement
and Warrant *
4.8 Specimen of Company's June 1996 Private Placement
Subscription Agreement and Warrant*
5 Opinion of McKenna & Stahl as to the
legality of securities being registered*
10.1 1994 Compensatory Stock Option Plan,
as amended *
10.2 1994 Employee Stock Compensation Plan *
10.3 Purchase and Sale Agreement dated July 3, 1996,
between the Company, Southern Gas of Delaware, Inc.
and Century Offshore Management Corporation.*
10.4 Purchase and Sale Agreement dated July 3, 1996,
between the Company, Southern Gas of Delaware, Inc.
and Century Offshore Management Corporation.*
24.1 Consents of KPMG Peat Marwick LLP
24.2 Consent of William D. Briggs, CPA*
24.3 Consent of McKenna & Stahl
(included in Exhibit 5)*
24.4 Consent of Richard Russell & Associates*
25 Power of Attorney *
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* Previously filed.
II-10
<PAGE>
EXHIBIT 24.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
American Resources of Delaware, Inc.:
We consent to the use of our report dated April 30, 1996 on the statements of
revenues and direct operating expenses of the Arakis Properties purchased by
American Resources of Delaware, Inc. for each of the years in the two-year
period ended December 31, 1995 incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
Our report contains an explanatory paragraph that states that the statements
were prepared for the purpose of complying with certain rules and regulations
of the Securities and Exchange Commission (SEC) for inclusion in certain SEC
regulatory reports and filings and are not intended to be a complete
financial presentation.
KPMG PEAT MARWICK LLP
Houston, Texas
September 30, 1996
