UNITED STATES
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
Date of Report (Date of earliest event reported): August 14, 2000
Commission file number: 0-16310
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AMERICAN EDUCATIONAL PRODUCTS, INC.
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(Exact Name of Small Business Issuer as Specified in its Charter)
Colorado 84-1012129
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
6550 Gunpark Drive, Suite 200, Boulder, Colorado 80301
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(Address of principal executive officers) (Zip Code)
(303) 527-3230
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(Issuer's Telephone Number)
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Former name, former address, and formal fiscal year,
if changed since last report
<PAGE>
Item 5. Other Events
On August 14, 2000, American Educational Products, Inc. (AMEP) and GC Associates
Holdings Corp. (GC) entered into an Agreement and Plan of Merger. Pursuant to
the merger, all minority shareholders of AMEP will receive $10.00 per share in
cash. In addition, all common shareholders of record as of August 18, 2000 will
receive an aggregate dividend of $780,750. As of August 18th the total number of
common shares outstanding was 1,210,740, resulting in a per-share dividend of
$0.645, payable on October 30, 2000.
Consummation of the merger is subject to numerous contingencies, including
shareholder approval, satisfactory completion of a due diligence review by GC of
AMEP's business, assets and liabilities, and the execution and delivery of
documentation (including regulatory filings) that may be requisite or
appropriate. Further, GC has the right to terminate the merger at any time prior
to closing if there is any litigation that challenges any aspect of the merger.
The Company has been served with two civil lawsuits by separate shareholders in
connection with the merger. Each of the shareholders, William Federman and Dean
Shahinian, filed suit in the District Court in Boulder County, Colorado on
behalf of themselves and, purportedly, all others similarly situated. Both
complaints seek an order preventing AMEP from proceeding with the GC merger or
any other business combination until an auction or other procedure designed to
obtain the highest possible price for shareholders is held, as well as other
relief. GC and its parent company, Geneve Corporation, and members of AMEP's
Board of Directors also are named as defendants in the suits. The Company
believes that the allegations are without merit and it intends to vigorously
defend itself.
A copy of the Merger Agreement is attached hereto as Exhibit 2.
A copy of the AMEP press release dated August 14, 2000 is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit Number Exhibit
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Exhibit 2 Agreement and Plan of Merger between GC Associates
Holdings Corp. and American Educational Products, Inc.
dated as of August 14, 2000
Exhibit 99.1 Press release issued by AMEP on August 14, 2000 entitled
"American Educational Products, Inc. Executes Definitive
Merger Agreement, Commences Defense of Merger Related
Lawsuit, and Announces Second Quarter Results"
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN EDUCATIONAL PRODUCTS, INC.
Dated: August 28, 2000 By: /s/ Clifford C. Thygesen
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Clifford C. Thygesen, President
