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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
JULY 18, 2000
Date of Report (Date of earliest event reported)
GENERAL CREDIT CORPORATION
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(Exact name of Registrant as specified in its charter)
New York 0-28910 13-3895072
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
370 Lexington Avenue, Suite 2000, New York, New York 10017
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(Address of Principal Executive Offices) (Zip Code)
(212) 697-4441
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(Registrant's telephone number, including area code)
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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 OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5. OTHER EVENTS
On July 18, 2000 General Credit Corporation ("GCC") and its wholly owned
subsidiary corporation DDI Acquisition Corp. ("Acquisition") entered into an
Agreement and Plan of Merger and Reorganization (the "Agreement") with Diamond
Dealing.com, Inc. ("Diamond") pursuant to which, subject to certain conditions
precedent, Acquisition will be merged with and into Diamond. Upon the
consummation of the Merger, GCC will change its name to "Diamond Dealing.com,
Inc." A copy of the Agreement is filed herewith as Exhibit 2.1. Upon
consummation of the Merger, Diamond will become a wholly-owned subsidiary
corporation of GCC and Acquisition will cease to exist (the "Merger"). Pursuant
to the Agreement, at the closing of the Merger, holders of Diamond's common
stock will receive, in the aggregate, 33,674,450 shares of the common stock of
GCC, which after the consummation of the Merger will result in Diamond's
stockholders owning approximately 85% of the outstanding shares of GCC, after
giving effect to the conversion of all outstanding stock options of GCC.
Immediately prior to the consummation of the Merger, GCC will transfer
substantially all of its assets and liabilities to its wholly owned subsidiary
General Credit, Inc. ("GCI") and distribute all of the outstanding shares of the
common stock of GCI pro-rata to its stockholders as a dividend (the "Spin-Off").
In connection with the consummation of the Spin-Off and subject to compliance
with applicable law, GCI intends to issue to the holders of outstanding stock
options and warrants to purchase shares of Common Stock in GCC, like options and
warrants to purchase shares of Common Stock in GCI. The receipt of securities in
the Spin-Off will be taxable events for stockholders of GCC.
The consummation of the Merger and the Spin-Off is subject to approval by both
the stockholders of GCC and DDI, the receipt of all necessary regulatory
approvals and other customary conditions. The Agreement may be terminated by the
parties if the Merger is not consummated by December 31, 2000.
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
None
(b) Pro forma financial information
None
(c) Exhibits
2.1 Agreement and Plan of Reorganization and Merger by
and among GCC, Acquisition and Diamond dated July 18,
2000.
10.1 Spin-Off and Contribution Agreement between GCC and
General Credit, Inc. dated July 18, 2000.
99.1 Press Release dated July 20, 2000.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Not Applicable
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SIGNATURES
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.
GENERAL CREDIT CORPORATION
(Registrant)
Date: July 20, 2000 By: /s/ Irwin Zellermaier
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Irwin Zellermaier,
Chief Executive Officer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization and Merger by and among GCC,
DDI Acquisition, dated July 18, 2000.
10.1 Spin-Off and Contribution Agreement, by and between GCC and GCI
dated July 18, 2000.
99.1 Press Release dated July 20, 2000.
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