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)
FEBRUARY 28, 2001 (FEBRUARY 28, 2001)
AMC FINANCIAL, INC.
Exact Name of Registrant as Specified in its Charter
DELAWARE 0-27314 11-2994671
State of Incorporation Commission File Number I.R.S. Employer
or Organization Identification No.
11111 WILCREST GREEN
SUITE 250
HOUSTON, TEXAS
Address of Principal Executive 77042
Offices (Zip Code)
(713) 787-0100
Registrant's telephone number,
including area code
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
See Item 5.
ITEM 5. OTHER EVENTS.
On September 12, 2000, at the annual meeting of shareholders, the shareholders
of the company approved the plan of liquidation and dissolution previously
adopted and recommended by the Board of Directors.
The Board of Directors has continued efforts to implement the plan of
liquidation and dissolution previously approved by the shareholders. With the
advice of outside counsel, the Board of Directors has determined that as of
January 1, 2001, the company had fewer than 300 "holders of record," as that
term is defined in the Securities Exchange Act of 1934 (the "Act") and the
regulations and interpretations of the Act issued by the Securities and Exchange
Commission ("SEC"). Therefore, on March 15, 2001, or as soon thereafter as
practicable, the company will file a certification on SEC Form 15 to suspend the
company from the duty of further SEC reporting.
Based on this suspension from the reporting requirements of the Act, the company
will not file an annual report on Form 10-K as of December 31, 2000. Instead,
the company intends to send an annual report to the shareholders on or about
March 31, 2001, or as soon thereafter as practicable. The annual report will be
based on the company's audited financial statements as of December 31, 2000, and
generally will be in the form of a Form 10-K the company would have filed with
the SEC if the company had not suspended its SEC reporting duties. The company
intends to send reports of liquidation activities to shareholders at least
semi-annually in the future.
The Board of Directors also has determined that formation of a liquidating trust
is not in the best interests of the shareholders at this time. Formation of a
liquidating trust would add an organizational layer that would entail additional
legal and accounting costs, without meaningful cost savings, in comparison with
maintaining the company as a corporation. The Board of Directors may determine
in the future that a liquidating trust is the appropriate form to liquidate the
remaining assets of the company.
The Board of Directors also has determined that the company will prepare audited
financial statements for fiscal years 2001 and 2002. The Board of Directors will
evaluate the need for audited financial statements in subsequent years, based
upon the amount and value of assets remaining to be liquidated and the scope and
character of liquidation activities in the year.
On October 12, 2000, the company paid an initial liquidating dividend in the
amount of $3.80 per share to shareholders of record on October 2, 2000. At a
special meeting on February 28, 2001, the Board of Directors of the Company
declared that an additional liquidating dividend in
the amount of $3.35 per share shall be paid on or about March 30, 2001, to
shareholders of record on March 16, 2001.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibits. The following exhibits are filed as part of this report:
None.
SIGNATURE
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.
Dated: February 28, 2001
AMC FINANCIAL, INC.
By: /S/ D. RICHARD THOMPSON
-------------------------------------
D. Richard Thompson
Chief Executive Officer and President