Securities and Exchange Commission
Washington, D.C. 20549
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Amendment No. 7 to
Schedule 13 E-3
Transaction Statement Under Section 13(e)
of the Securities Exchange Act of 1934
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The American Education Corporation
(Name of the Issuer)
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The American Education Corporation
Jeffrey E. Butler
Newton W. Fink
Monty C. McCurry
Stephen E. Prust
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.50 Per Share
(Title of Class of Securities)
02553P101
(CUSIP Number of Class of Securities)
Jeffrey E. Butler
President and CEO
The American Education Corporation
7506 N. Broadway Extension, Suite 505
Oklahoma City, Oklahoma 73116
(405) 840-6031
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
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with copies to:
Jerry A. Warren
McAfee & Taft A Professional Corporation
211 North Robinson, Suite 100
Oklahoma City, Oklahoma 73102
(405) 235-9621
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This statement is filed in connection with (check the appropriate box):
a. __ The filing of solicitation materials or an information statement
subject to Regulation 14A (Sections 240.14a-1 through 240.14b-2),
Regulation 14C (Sections 240.14c-1 through 240.14c-101), or Rule
13e-3(c) (Section 240.13e-3(c)) under the Securities Exchange Act of
1934.
b. __ The filing of a registration statement under the Securities Act of
1933.
c. __ A tender offer.
d. X None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. __
Check the following box if the filing is a final amendment reporting the
results of the transaction. __
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
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$498,850 $99.77
* Estimated maximum price to be paid in lieu of issuance of fractional
shares of Common Stock based upon the aggregate number of shares owned by
holders of less than 2,000 pre-reverse stock split shares and the
estimated number of other fractional shares that would result from the
forward stock split.
** Determined pursuant to Rule 0-11(b) (1), as amended by multiplying the
transaction value of $498,850 by one-fiftieth of one percent.
Check box if any part of the fee is offset as provided by Section
240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. __
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
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RESULTS OF GOING PRIVATE TRANSACTION
On September 1, 2006, The American Education Corporation (the
"Company") effected a 1-for-2,000 reverse stock split (the "Reverse Split").
Those stockholders who, immediately following the Reverse Split, would
have held only a fraction of a share of the Company's common stock will, in
lieu thereof, be paid an amount, in cash, equal to $1,100 times such
fraction of a share (or $0.55 per share of pre-Reverse Split common stock)
and will no longer be stockholders of the Company.
Immediately after the completion of the Reverse Split, the Company
effected a 100-for-1 forward stock split for those stockholders, who
following the Reverse Split, continued to hold at least one (1) whole share
of Company common stock (the "Forward Split"). The Company will not issue
any fractional shares of stock as a result of the Forward Split. Each
stockholder who would otherwise be entitled to a fractional share of common
stock of the Company following the Forward Split will, in lieu thereof, be
paid an amount in cash equal to $11.00 per share multiplied by such
fraction. The Reverse Split and the Forward Split are referred to
collectively hereafter as the "Transaction."
In order to receive the cash consideration or a new stock certificate
with respect to the Transaction, holders of the Company's stock certificates
are required to deliver their stock certificates and a properly completed
letter of transmittal to the Company's exchange agent. The Company recently
received the stock certificate representing the shares of the Company that
were previously held in street name and is now able to announce the results
of the Transaction. The results of the Transaction are as follows:
Number of shares outstanding prior to the Transaction: 14,133,461
Number of shares outstanding after the Transaction: 669,572
Number of stockholders of record prior the Transaction: 2,319
Number of stockholders of record after the Transaction: 168
Total cash payable in lieu of fractional shares: $408,112
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
THE AMERICAN EDUCATION CORPORATION
By: /s/ Jeffrey E. Butler
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Name: Jeffrey E. Butler
Title: President and CEO
Date: October 3, 2006
/s/ Jeffrey E. Butler
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Name: Jeffrey E. Butler
Date: October 3, 2006
/s/ Newton W. Fink
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Name: Newton W. Fink
Date: October 3, 2006
/s/ Monty C. McCurry
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Name: Monty C. McCurry
Date: October 3, 2006
/s/ Stephen E. Prust
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Name: Stephen E. Prust
Date: October 3, 2006