<PAGE>
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) JUNE 6, 1997
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AMERICAN ENTERTAINMENT GROUP, INC.
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(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)
<PAGE>
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.
Not Applicable
Item 3. BANKRUPTCY OR RECEIVERSHIP.
See Item 5 below.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
Item 5. OTHER EVENTS
On March 22, 1996, the Banque National de Paris (Canada) (BNP)
provided financing to American Entertainment Limited (AEL), a wholly-owned
Canadian subsidiary of the Registrant, of a $5,000,000 US revolving line of
credit to be used to finance the accounts receivable and contract amounts
receivable of VIP Phone Club, Inc. (VIP), a private Delaware corporation, which
was part of an affiliated group, which, in November, 1995 and in January, 1996,
had assigned its accounts receivable and contract accounts receivable to AEL.
Additionally, the Registrant and AEL had granted a license to VIP to make
available to VIP's telephone subscribers the titles contained in the
Registrant's film Library. In December, 1996, the Registrant received a
notification from (BNP) of a default in the loan between VIP and BNP, of which
AEL is the debtor and the Registrant one of the guarantors. At that time, the
Registrant acknowledged this default on the part of VIP and agreed to cooperate
with BNP in securing the collection of the outstanding loan balance.
Notwithstanding the foregoing, on April 8, 1997, the Registrant informed BNP
that due to the conduct of BNP respecting both the loan to VIP and its Receiver
thereof, the Registrant and AEL by operation of law have been released
respectively from said guarantee of the Registrant and the loan to AEL. In
response to this notice, BNP denied the Registrant's allegations, commenced an
action in the Ontario Courts against the Registrant and AEL for payment of the
outstanding loan balance, and filed a motion in the Courts of Ontario (Toronto)
asking that a Receiver be appointed over the property and assets for both the
Registrant and AEL. The matter was heard on June 5, 1997. The Ontario Court
ordered the appointment of the accounting firm of Price Waterhouse Limited as
receiver, without security, "of all the present and future undertaking, property
and assets of whatsover nature and kind and wherever situate" (collectively
known in the Court Order as the Property) of the Registrant and AEL. While the
Property of the Registrant and AEL are under the control of the receiver, the
management of the Registrant remains with the Board of Directors. The Registrant
has filed a Motion to Intervene regarding BNP and VIP and the VIP receivership
in the VIP litigation which BNP commenced in Maryland. Additionally, the
Registrant plans to file further litigation against BNP, VIP and its affiliates,
the Maryland litigation receiver, and other appropriate parties asking for
damages to the Registrant's business undertaking and for such other remedies as
its counsel may advise.
<PAGE>
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
The Registrant has accepted the resignation of three directors.
Messrs. Albert Gnat, Brian Grosman, and Jon D. Bridgman have resigned from all
offices with the Registrant. Copies of their resignation letters are attached
hereto.
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
<PAGE>
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: //Signed//
--------------------------------
Joel Wagman
Chairman
Dated: June 6, 1997
<PAGE>
TO: Joel Wagman
From: Brian Grosman
- -------------------------------------------------------------------------------
Dear Joel:
I write to you to tender may resignation as a director and member of the Board
of American Entertainment Group, Inc. My resignation is tendered, effective on
today's date, May 30, 1997.
Yours very truly
///signed///
Brian A. Grosman
Dear Brian
It is with great regret that your resignation is accepted. We wish to
express our appreciation for your assistance during the time that you were a
director.
4:20 PM 30 MAY 1997 American Entertainment Group
per ///signed/// Joel Wagman
---------------------------------
President & Chairman
<PAGE>
Albert Gnat
BCE Place, Suite 2500
181 Bay Street
Toronto, Ontario
M5J 2T7
Tel: (416) 307-4004
Fax: (416) 365-1719
June 2, 1997
Mr. Joel Wagman
Chairman
American Entertainment Group, Inc.
Suite 306
160 Bedford Road
Toronto, Ontario
M5R 2K9
Dear Joel:
This will confirm our telephone conversation relating to my position as a
director of American Entertainment Group, Inc. As I pointed out to you, I am
extremely busy at the present time and will be doing a lot of travelling. I
will not be in a position to serve as a director, therefore, please accept
this, as we discussed, as my resignation as a director of American
Entertainment Group, Inc. effective immediately. This will also confirm that
you will ensure that the necessary filings take place to record my
resignation.
As I indicated to you, I will be happy, to the extent that I can, to assist you
in these difficult times.
The best of luck.
Regards
///signed///
Albert Gnat
It is with great regret that your resignation is accepted. Many thanks for
your assistance to date.
American Entertainment Group, Inc. June2/97/4:30PM est
by ///signed/// Joel Wagman
Chairman
<PAGE>
Jon D. Bridgman
1006 Streambank Drive
Mississauga, Ontario
L5H 3Z1
May 31, 1997
Joel Wagman
President & Chairman of the Board
American Entertainment Group, Inc.
Suite 306
160 Bedford Road
Toronto, Ontario
M5R 2K9
RE: RESIGNATION OF DIRECTORSHIP
- -------------------------------
Dear Joel:
I hereby resign as a director of American Entertainment Group, Inc., effective
immediately.
My resignation is tendered, effective as of today's date May 31, 1997.
Yours very truly
///signed///
Jon D. Bridgman
This acknowledges the above resignation which is regretfully accepted (rec'd
June 5/97 (11ACAM EST)
American Entertainment Group, Inc.
per ///signed/// Joel Wagman
Chairman
