SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
April 24, 1997
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Date of Report (Date of earliest event reported)
AMERICAN RESOURCES OF DELAWARE, INC.
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(Exact name of Registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-21472 86-0713506
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(Commission File Number) (IRS Employer Identification No.)
160 Morgan Street
P. O. Box 87
Versailles, Kentucky 40383
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(Address of principal executive offices) (Zip Code)
(606)873-5455
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(Registrant's Telephone Number, including Area Code)
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Changes in Control of Registrant. Not Applicable.
Item 2. Acquisition or Disposition of Assets. Not Applicable
Item 3. Bankruptcy Receivership. Not Applicable.
Item 4. Change in Registrant's Certified Accountant. Not
Applicable.
Item 5. Other Events.
On April 21, 1997, the Company's Board of Directors
authorized the Company to repurchase up to Two Million Dollars
($2,000,000.00) of the Company's common stock in market
transactions from time to time at prices deemed to be favorable
by the Company.
On March 3,1997, the Company's Board of Directors
adopted a resolution eliminating the Series B Preferred Stock and
returning to the status of authorized but unissued Preferred
Stock, without designation, the 1,000,000 shares of Preferred
Stock heretofore designated as Series B Preferred Stock. The
Certificate eliminating the Series B Preferred Stock was accepted
by the Office of Secretary of State of Delaware on April 16,
1997. A copy of the Certificate is attached hereto as Exhibit
3.11.
Item 6. Resignation of Registrant's Directors. Not Applicable.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits:
Exhibit 3.11 Copy of the Certificate eliminating
the Series B Preferred Stock.
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SIGNATURE
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 hereunto duly authorized.
AMERICAN RESOURCES OF DELAWARE, INC.
By:/s/Ralph A. Currie
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Ralph A. Currie
Its: Chief Financial Officer
Dated: April 24,1997
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AMERICAN RESOURCES OF DELAWARE, INC.
CERTIFICATE OF ELIMINATION
OF
6% JUNIOR CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES B
American Resources of Delaware, Inc., a Delaware corporation
(the "Company"), certifies that:
Article One. Pursuant to the provisions of the Restated
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Certificate of Incorporation of the Company and Section 151(g) of
the General Corporation Law of Delaware, the Board of Directors
of the Company has, by resolution, authorized and directed that
the number of authorized shares of Preferred Stock of the Company
designated as 6% Junior Cumulative Convertible Preferred Stock,
Series B be reduced to zero; and that the 1,000,000 shares of
Preferred Stock heretofore designated as 6% Junior Cumulative
Convertible Preferred Stock, Series B be returned to the status
of authorized shares of Preferred Stock, without designation.
Article Two. The following resolutions were adopted by the
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Board of Directors of the Company at a meeting held March 3, 1997
to eliminate the series of Preferred Stock designated as 6%
Junior Cumulative Convertible Preferred Stock, Series B.
WHEREAS, by resolution adopted September 26, 1994 and duly
filed, the Board of Directors of the American Resources of
Delaware, Inc. (the "Company") established a series of Preferred
Stock of the Company, designated 6% Junior Cumulative Convertible
Preferred Stock, Series B (the "Series B Preferred Stock"),
consisting of 1,000,000 shares; and
WHEREAS, no shares of Series B Preferred Stock are
outstanding and no shares of Series B Preferred Stock will be
issued subject to the certificate of designation previously
filed with respect to the Series B Preferred Stock; and
WHEREAS, the Board of Directors desires to adopt resolutions
eliminating the Series B Preferred Stock and returning to the
status of authorized by unissued Preferred Stock, without
designation, the 1,000,000 shares of Preferred Stock heretofore
designated as Series B Preferred Stock.
NOW, THEREFORE, BE IT
RESOLVED, that none of the authorized shares of Series B
Preferred Stock are outstanding, and that none will be issued
subject to the certificate of designation previously filed with
respect to such series of Series B Preferred Stock; and, be it
further
RESOLVED, that the number of authorized shares of Series B
Preferred Stock is reduced to zero, and the 1,000,000 shares of
Preferred Stock heretofore designated as Series B Preferred Stock
shall be, and hereby are, returned to the status of authorized
but unissued Preferred Stock, without designation; and, be it
further
RESOLVED, that the officers of the Company be and hereby are
authorized to prepare, execute and file on behalf of the Company
such certificates and documents as may be appropriate under the
General Corporation Law of Delaware to implement the foregoing
resolutions.
Article Three. In accordance with the foregoing resolutions
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and the provisions of Section 151(g) of the General Corporation
Law of Delaware, all matters set forth in the Certificate of
Designation with respect to such Series B Preferred Stock are
hereby eliminated from the Company's Restated Certificate of
Incorporation.
IN WITNESS WHEREOF, said American Resources of Delaware,
Inc. has caused this Certificate to by duly executed by its
President and Chief Executive Officer this 2nd day of April,
1997.
AMERICAN RESOURCES OF DELAWARE, INC.
By:/s/Rick G. Avare
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Rick G. Avare
President and Chief
Executive Officer
