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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) September 30, 1997
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AMERICAN ENTERTAINMENT GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-22174 83-0277375
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(State or Other (Commission IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation
or Organization)
160 Bedford Road, Suite 306
Toronto, Ontario, Canada M5R 2K9
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(Address of Principal Executive Offices, Zip Code)
(416) 920-1919
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(Registrant's telephone number, including area code)
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. CHANGES IN CONTROL OF REGISTRANT.
Not Applicable
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 5 below.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
Item 5. OTHER EVENTS
On August 29, 1997, the Registrant entered into a preliminary
agreement with Tel.n.Form Interactive Communications Corp (Tel.n.Form)
whereby the Registrant would acquire 100% of the issued and outstanding
shares of Tel.n.Form in exchange for 200,000 common shares of the
Registrant, valued at $10.00US per share, for a total acquisition price
of $2,000,000US. The parties amended this preliminary agreement as of
September 18, 1997 to change certain provisions. As amended, the
Registrant would be required to pay the purchase price in 200,000
shares of its preferred stock at $10.00US per share. The preferred
stock would have several characteristics. First it would be redeemable
as to 110,000 shares upon obtaining approval of the Registrant's
Chapter 11 Plan of Reorganization and contemporaneously with the
advance of $1,100,000US as bridge financing pending completion of
satisfactory financing in the sum of $5,000,000US. Secondly, as to the
remaining 90,000 shares of preferred stock, it would be convertible
into common shares at the option of the holder thereof at $2.50US per
share for a period of 18 months from the date of the closing of the
$5,000,000US financing, would pay cumulative dividends of 6% per annum
before any distributions were made to common shareholders, would have a
preference in the participation of net profits of the Registrant on the
basis of 0.00055% per preferred share of such net profits (as defined)
in addition to cumulative dividends, and would be callable by the
Registrant, in whole or in part, at any time for a period of four years
at a price of $12.00US per share. The closing of the transaction is
still subject to the execution of a definitive agreement between the
parties, appropriate due diligence of the parties, the obtaining of a
"fairness" opinion to confirm the value of Tel.n.Form, the arrangement
of suitable financing at the closing, approval of the transaction by
Tel.n.Form shareholders, and appropriate regulatory compliance. The
parties anticipate an escrowed closing of the transaction on or about
October 15, 1997.
Tel.n.Form comprises a group of companies in the business of using
automation and computer technology to replace repetitive manual
business in the automotive and hotel industries. Among these companies
is Credit.Link, a service provided to car dealers that generates lead
information obtained from the public and transmitted to such dealers
nationwide.
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Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
Not Applicable
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not Applicable
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.
AMERICAN ENTERTAINMENT GROUP, INC.
By: //Joel Wagman//
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Joel Wagman
Chairman
Dated: September 30, 1997
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