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
OCTOBER 29, 1998
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Date of Report (Date of earliest event reported)
AMERICAN RESOURCES OFFSHORE, 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)
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 October 29, 1998, the Registrant merged its wholly-owned
subsidiary, American Resources Offshore, Inc., into the
Registrant, with the Registrant being the surviving entity.
Additionally, upon completion of the merger, the Registrant
changed its name to American Resources Offshore, Inc. (attached
hereto as Exhibit "10.96" and incorporated herein by reference is
the Certificate of Ownership and Merger Merging American
Resources Offshore, Inc. into American Resources of Delaware,
Inc.)
Item 6. Resignation of Registrant's Directors. Not Applicable.
Item 7. Financial Statements and Exhibits.
The following Exhibit is attached hereto and
incorporated herein by reference:
Exhibit "10.96"-- Certificate of Ownership and Merger
Merging American Resources
Offshore, Inc. into American
Resources of Delaware, Inc.
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 OFFSHORE, INC.
(f/k/a American Resources of
Delaware, Inc.)
By: /s/ Ralph A. Currie
---------------------------------
Ralph A. Currie
Its: Chief Financial Officer
Dated: December 15, 1998
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Exhibit 10.96
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
AMERICAN RESOURCES OFFSHORE, INC.
INTO
AMERICAN RESOURCES OF DELAWARE, INC.
American Resources of Delaware, Inc., a corporation
organized and existing under the laws of Delaware,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 14th
day of August, 1992, pursuant to the General Corporation Law of
the State of Delaware.
SECOND: That this corporation owns all of the outstanding
shares of the stock of American Resources Offshore, Inc., a
corporation incorporated on the 12th day of December, 1997
pursuant to the General Corporation Law of the State of Delaware.
THIRD: That this corporation, by the following resolutions
of its Board of Directors, duly adopted on the 1st day of
October, 1998 by the unanimous written consent of its members
filed with the minutes of the Board, determined to and did merge
into itself said American Resources Offshore, Inc.:
RESOLVED, that American Resources of
Delaware, Inc. merge, and it hereby does
merge into itself said American Resources
Offshore, Inc. and assumes all its
obligations; and, be it
FURTHER RESOLVED, that the merger shall be
effective upon the date of filing with the
Secretary of State of Delaware; and, be it
FURTHER RESOLVED, that the proper officer of
this corporation be and he hereby is directed
to make and execute a Certificate of
Ownership and Merger setting forth a copy of
the resolutions to merge said American
Resources Offshore, Inc. and assume its
liabilities and obligations, and the date of
adoption thereof, and to cause the same to be
filed with the Secretary of State and to do
all things whatsoever, whether within or
without the State of Delaware, which may be
in anywise necessary or proper to effect said
merger; and, be it
FURTHER RESOLVED, that this corporation
change its name by changing Article One of
the Amended and Restated Certificate of
Incorporation of this corporation to read as
follows;
Article One. The name of the corporation is
American Resources Offshore, Inc.
IN WITNESS WHEREOF, said American Resources of Delaware,
Inc. has caused this Certificate to be signed by Rick G. Avare,
its President and Chief Executive Officer, this 2nd day of
October, 1998.
/s/ Rick G. Avare
---------------------------------
Rick G. Avare
President and Chief Executive
Officer
