UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 29, 2000
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AMERICAN COUNTRY HOLDINGS INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22922 06-0995978
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
222 N. LaSalle Street, Chicago, Illinois 60601-1105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 456-2000
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Item 5. Other Events.
On November 30, 2000, American Country Holdings Inc. (the
"Company") entered into an agency agreement with Janney Montgomery
Scott LLC ("JMS"), as supplemented on December 21, 2000, for JMS to
act as placement agent in connection with the Company's offer and sale
of approximately $5,500,000 of units and preferred stock under Rule
506 of Regulation D (the "Offering"). Pursuant to the Offering, the
Company sold 814,286 units, each comprised of one share of common
stock, $.01 par value per share ("Common Stock"), and a five year
common stock purchase warrant to purchase one share of Common Stock
(the "Warrants" collectively, with the Common Stock, the "Units") at
$1 per unit. Each Warrant entitles the holder to purchase one share
of Common Stock at an exercise price of $1.925 on or prior to December
29, 2005. In addition, the Company sold 405,000 shares of newly-
created Series A Convertible Preferred Stock, par value $.10 per share
(the "Preferred Stock") at a stated value of ten dollars ($10) per
share. The Company has received net proceeds, after deduction of the
selling concessions and estimated offerings expenses, of approximately
$5,245,000. According to the terms of the Unit Subscription Agreement
and the Preferred Stock Subscription Agreement the Company is
obligated to file a registration statement under the Securities Act of
1933, as amended, to register the Common Stock, the Warrants and the
Common Stock underlying the Warrants included in the Units and the
Common Stock underlying the Preferred Stock as soon as practicable but
in no event later than January 29, 2001.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a)-(b) Not applicable.
(c) Exhibits.
4.1 Certificate of Designations, Preferences, and Rights of
Series A Convertible Preferred Stock
99.1 Private Placement Memorandum
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
AMERICAN COUNTRY HOLDINGS INC.
(Registrant)
/s/ JOHN A. DORE
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By: John A. Dore
Co-Chairman and Chief Executive
Officer
Date: January 12, 2001
