SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN GROWTH FUND I LP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0603312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1455 E. Tropicana Ave., Suite 100, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 891-5276
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
____________________________ ___________________________________
____________________________ ___________________________________
Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A LIMITED PARTNERSHIP INTEREST CERTIFICATES
(Title of class)
(Title of class)
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
American Growth Fund I LP
Date
By /s/ Donna Snyder
--------------------------------------
Donna Snyder, Secretary & Treasurer
of American Growth Capital Corporation,
General Partner
<PAGE>
Item 1. Business
Furnish the information required by Item 101 of Regulation S-K.
a) General Development of Business
American Growth Fund I LP is a limited partnership that was
organized under the laws of the State of California on April 1, 1994.
Its term is three years, although that term may be extended by an
additional twelve (12) months at the discretion of the general
partner. Its managing general partner is American Growth Capital
Corporation, a Nevada corporation that was incorporated in March,
1994, and qualified to do business in California in March, 1994. The
Partnership and the General Partner were both organized solely for the
business purposes mentioned below.
The Partnership reports on a calendar year basis. Neither the
Partnership nor the General Partner has received revenue from
operations during years prior to 1994, the first year for which
financial information is shown below, and neither have been subject to
the reporting requirements of section 13(a) or 15(d) of the Exchange
Act. This registration is being filed in accordance with the
Partnership's election to qualify as a Business Development Company
("BDC") pursuant to section 54 of the Investment Company Act of 1940.
Sales of units in the Partnership were not completed until July, 1995.
During the remainder of the 1996 Calendar Year, the General
Partner intends to continue investments in eligible portfolio
companies, and to assist existing investee companies in their efforts
to go public. The General Partner intends to continue to attract,
acquire, create, form, develop, and build business enterprises based
upon new ideas or existing ideas with a new approach, that appear to
have practical and profitable business applications.
b) Financial Information About Industry Segments
N/A
c) Narrative Description of Business
The Partnership and its General Partner were organized and are
operated for the purpose of making investments in American domiciled,
pre-public, emerging companies, whether internally or through public
or private offerings of the investee companies' debt and equity
securities. Additionally, the General Partner will provide significant
managerial assistance and guidance in preparing these companies to be
successful as independent, public enterprises, owned in part by the
Partnership.
One type of investment is in the form of a Bridge Loan to a
private company. These Bridge Loans provide the company with funds
needed to meet the expenses entailed in preparing the initial public
offering of the company's stock. The Partnership receives notes and/or
an equity interest in the company in exchange for its investment. The
notes may be secured or unsecured; the equity interest may include
common stock, preferred stock, and / or warrants to purchase
additional stock.
Such investment opportunities are presented to the Partnership by
Broker / Dealers and other investment bankers, consultants, and
business owners, some of whom have an interest in underwriting or
obtaining a subsequent financing for the Investee Company. These
individuals may receive fees or equity participation from the Investee
Company for providing investment banking services.
d) Financial Information About Foreign and Domestic Operations and Export
Sales
N/A
<PAGE>
Item 2. Financial Information
Furnish the information required by Item 301 of Regulation S-K.
<TABLE>
<CAPTION>
Eight
Months Year Ended
Ended 12/31/95 1
12/31/94
<S> <C> <C>
Investments in Securities $47,637
Total Assets $927,101
Total Liabilities $43,212
Net Assets $883,889
Income from Investments $18
Professional Fees ($125,500)
Payroll and Commission ($234,628)
Other Expenses ($67,237)
Total Expenses (including management ($427,365)
fee)
Income (Loss) from Investments ($427,347)
Ending Cash Balance $530,709
Number of Units Outstanding 261.75 1661
</TABLE>
Furnish the information required by Item 303 of Regulation S-K.
The figures above for 1994 indicate the first eight months of the
fund's operations. They reflect an inordinate amount of start-up costs
offset by only a very few sales of partnership units. The Partnership
retains a significant cash balance at the end of 1994. This balance,
plus the sales of units in 1995, will enable the Partnership to
continue making investments in investee companies.
To the date of this filing, the Partnership has made investments
in 5 companies. At the end of 1995, the Partnership had approximately
$2,000,000 of available cash. This liquidity provides the General
Partner the flexibility to make additional investments in qualified
candidates. The fund's liquidity will be eroded by the continued
investments in investee companies during the remaining life of the
Partnership. Cash flow for continuing operations will be provided by
repayment of bridge loans from the investee companies.
Item 3. Properties
Furnish the information required by Item 102 of Regulation S-K.
The Partnership has no principal plants, mines or other physical
properties, other than its principal office and related office
equipment.
Item 4. Security Ownership of Certain Beneficial Owners and Management
Furnish the required by Item 403 of Regulation S-K.
a) Security Ownership of Certain Beneficial Owners
- --------
1 The 1995 financial results will be supplied in an amendment to this Form
10. The 1995 audit has been completed, and the audited financial statements
should be available on or before April 10, 1996.
<PAGE>
Other than the general partner and its officers, as described in
b) below, no limited partner owns or is the beneficial owner of five
percent or more of the limited partnership units.
b) Security Ownership of Management
<TABLE>
<CAPTION>
(3) Amount and
(2) Name and address nature of beneficial
(1) Title of class of beneficial owner ownership (4) Percent of class
<S> <C> <C> <C>
Common Stock of Donna Snyder, Owns 1000 of the 90.91%
Corporate General Secretary & 1100 issued and
Partner Treasurer, outstanding shares
1455 E. Tropicana
Ave., Suite 100
Las Vegas, NV 89119
Limited Partnership American Growth Owns 166 of the 1661 9.99%
Units Capital Corporation units
1455 E. Tropicana
Ave., Suite 100
Las Vegas, NV 89119
</TABLE>
c) Changes in Control
To the best of registrant's knowledge, there are no
arrangements which may, at any time, result in a change of
control of the registrant.
Item 5. Directors and Executive Officers
Furnish the information required by Item 401 of Regulation S-K.
The following are directors and officers of American Growth
Capital Corporation, the General Partner of the registrant.
a) Identification of Directors -- All directors serving terms
expiring March 1, 1997
- E.G. Marchi, 63
- Donna Snyder, 41
b) Identification of Executive Officers
- E.G. Marchi, 63, President
- Donna Snyder, 41, Secretary and Treasurer
c) Identification of Certain Significant Employees -- None
d) Family Relationships -- None
e) Business Experience
- E.G. Marchi, 63
Former Corporate Marketing Executive at IBM
<PAGE>
Former Vice-President of Marketing and Vice-President of
Government Securities with Greyhound Corporation
Former owner of consulting company advising clients on
strategic planning, mergers and acquisitions, marketing, and
capital formation.
- Donna Snyder, 41
Former President and Founder of ProfitLine, Inc., consulting
firm
Former Pricing & Costing Manager for a $120,000,000 division
of AMP, Inc.
Former Senior Accountant / Auditor for CPA firm
Masters of Business Administration from Babcock Graduate
School of Management, Wake Forest University.
f) Involvement in Certain Legal Proceedings -- None
g) Promoters and control persons -- None
Item 6. Executive Compensation
Furnish the information required by Item 402 of Regulation S-K.
In 1994, American Growth Capital Corporation, as the General
Partner, received $75,000 in management fees, of which $33,370 was
accrued as of December 31, 1994 and payable in 1995. The 1995
compensation will be supplied upon completion of the 1995 audit
(approximately April 10, 1996). During 1994, the cash compensation
paid to E.G. Marchi and Donna Snyder was $2,300 and $3,800
respectively, in their capacities as officers and directors of the
General Partner.
Item 7. Certain Relationships and Related Transactions
Furnish the information required by Item 404 of Regulation S-K.
a) Transactions With Management and Others. -- None
b) Certain Business Relationships. -- None. However, Directors and
Officers of the General Partner frequently serve as members of
the board of investee companies as representatives of the
Partnership during the term of the Partnership's investment.
c) Indebtedness of Management. -- The General Partner made a
contribution of $145,416 in the form of a non-interest bearing
note. As of December 31, 1994, the balance due on the note was
$139,416. The balance as of December 31, 1995 will be supplied
upon completion of the 1995 audit (approximately April 10, 1996.)
d) Transaction With Promoters. -- None other than the normal sales
commissions paid to broker/dealers.
Item 8. Legal Proceedings
Furnish the information required by Item 103 of Regulation S-K.
As of the date of this filing, there are no material legal
proceedings involving the partnership.
Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters Furnish the information required by
Item 201 of Regulation S-K.
The common stock of the general partner is held by the executive
officers and is not traded. There is no common stock of the
registrant.
Item 10. Recent Sales of Unregistered Securities
Furnish the information required by Item 701 of Regulation S-K.
<PAGE>
a) A total of 1647.5 units of the registrant's securities were
issued for cash, with an additional 13.5 units issued in exchange for
services. All units were sold or issued between August of 1994 and
July of 1995.
b) Through July 31, 1995, when sales ended, units were issued to
324 individuals in exchange for cash or services. Of these investors,
164 represented themselves to be accredited investors. The remainder,
160 investors, were unaccredited investors whom the general partner
believes to be sophisticated and knowledgeable. There were no
principal underwriters. The offering was on a "best efforts" basis.
The primary broker-dealers were Spectrum Securities and Cullum &
Sandow Securities.
c) As of December 31, 1994, $1,308,750 was received from sales of
partnership units, with cash either collected at the time of the sale
or still in escrow at the end of the year. Commissions and selling
expenses amounted to $203,587 in accordance with the private offering
memorandum.
d) All units were issued in a private sale pursuant to section
4(2) of the Securities Act of 1933. The sale was initially conducted
under an exemption claimed pursuant to SEC rule 506 of Regulation D,
and appropriate exemptions under state security laws.
Item 11. Description of Registrant's Securities to be Registered
Furnish the information required by Item 202 of Regulation S-K.
Each unit gives the limited partner all rights normally
associated with limited partners. Their liability is limited to the
amount of their investment, in most cases, although they are not
permitted to participate in the management of the registrant. Each
unit or certificate entitles its owner to an equal share of the
profits, losses, and distribution of the limited partnership,
including any distribution made upon liquidation of the registrant,
and entitles the owner to one (1) vote in the following matters:
- election and admission of additional or replacement general
partners, subject to the approval of the then existing general
partners,
- the dissolution and winding up of the partnership,
- the amendment of the agreement of limited partnership, other than
for certain specified amendments agreed to in advance by the
limited partners,
- the sale, lease, exchange or other transfer of all or
substantially all of the assets of the limited partnership other
than in the ordinary course of the business, unless approved by
the general partner,
- the admission of a general partner and the continuation of
business of the registrant after a general partner ceases to be a
general partner and there is no remaining or surviving general
partner, and
- the incurring of indebtedness by the registrant, including the
placing of any mortgage, pledge or other encumbrance on the
assets of the registrant, other than in the ordinary course of
its business, or otherwise in connection with the acquisition or
improvement of the Partnership's assets or the refinancing of any
such obligations.
Item 12. Indemnification of Directors and Officers
Furnish the information required by Item 702 of Regulation S-K.
Article XI of the General Partner's articles of incorporation
states that the Directors of the General Partner shall be protected
from legal action by stockholders or other persons or entities on
account of their service as Directors of the General
<PAGE>
Partner. This protection shall be to the full extent possible under
the laws of the State of Nevada. A Director shall not be liable for
damages for actions of the Corporation unless such Director engaged in
personal fraud affecting such action or actions of the Corporation.
Item 13. Financial Statements and Supplementary Data
Furnish all financial statements required by Regulation S-X
Furnish the supplementary financial information required by Item 302 of
Regulation S-K.
a) Selected Quarterly Financial Data
Item 14. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
Furnish the required by Item 304 of Regulation S-K. -- None
Item 15. Financial Statements and Exhibits
(a) List separately all financial statements filed as part of the
registration statement
(b) Furnish the exhibits required by Item 601 of Regulation S-K.
