FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 11, 2003
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AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-25634 87-0365268
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
860 Boardman-Canfield Road, Boca Building, Suite 107, Boardman, Ohio 44512
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 965-9910
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Not Applicable
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(Former name of former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 11, 2003 American Architectural Products Corporation (the "Company")
filed its monthly operating report for the period commencing January 1, 2003 and
ended January 31, 2003 (the "Operating Report"), a copy of which is attached
hereto as Exhibit 99.1, with the United States Bankruptcy Court for the Northern
District of Ohio in connection with its voluntary petitions for reorganization
under Chapter 11 of Title 11 of the United States Bankruptcy Code in Case No.
00-43726.
The Company cautions readers not to place undue reliance upon the information
contained in the Operating Report. The Operating Report contains unaudited
information, is limited in scope, covers a limited time period and is in a
format prescribed by the applicable bankruptcy laws. There can be no assurance
that the Operating Report is complete. The Operating Report also contains
information for periods which may be shorter or otherwise different from those
contained in the Company's reports filed pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Such information may not be indicative
of the Company's financial condition or operating results for the periods
reflected in the Company's financial statements or in its reports filed pursuant
to the Exchange Act. Moreover, the Operating Report and other communications
from the Company may include forward-looking statements subject to various
assumptions regarding the Company's operating performance that may not be
realized and are subject to significant business, economic and competitive
uncertainties and contingencies, including those described in this report, many
of which are beyond the Company's control. Consequently such matters should not
be regarded as a representation or warranty by the Company that such matters
will be realized or are indicative of the Company's financial condition or
operating results for future periods or the periods covered in the Company's
reports filed pursuant to the Exchange Act. Actual results for such periods may
differ materially from the information contained in the Operating Report and the
Company undertakes no obligation to update or revise the Operating Report.
The Operating Report, as well as other statements made by the Company, may
contain forward-looking statements that reflect, when made, the Company's
current views with respect to current events and financial performance. Such
forward looking statements are and will be, as the case may be, subject to many
risks, uncertainties and factors relating to the Company's operations and
business environment which may cause the actual results of the Company to be
materially different from any future results, express or implied, by such
forward-looking statements. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited
to, the following: the ability of the Company to continue as a going concern;
the Company's ability to obtain court approval with respect to motions in the
Chapter 11 proceeding prosecuted by it from time to time; the ability of the
Company to develop, prosecute, confirm and consummate one or more plans of
reorganization with respect to the Chapter 11 cases; the ability of the Company
to obtain and maintain normal terms with vendors and service providers; risks
associated with third parties seeking and obtaining court approval to terminate
or shorten the exclusivity period for the Company to propose and confirm one or
more plans of reorganization or to convert the bankruptcy cases to Chapter 7
cases; the Company's ability to maintain contracts that are critical to its
operations; the potential adverse impact of the
Chapter 11 cases on the Company's liquidity or results of operations; the
ability of the Company to fund and execute its business plan; the ability of the
Company to attract, motivate and/or retain key executives and associates; and
the ability of the Company to attract and retain customers. The Company
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Similarly, these and other factors, including the terms of any reorganization
plan ultimately confirmed, can affect the value of the Company's various
pre-petition liabilities, common stock and/or other equity securities. No
assurance can be given as to what values, if any, will be ascribed in the
bankruptcy proceedings to each of these constituencies. A plan of reorganization
could result in holders of common stock of the Company receiving no value for
their interest. Because of such possibilities, the value of the common stock is
highly speculative. Accordingly, the Company urges that the appropriate caution
be exercised with respect to existing and future investments in any of these
liabilities and/or securities.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibit. Document Description
99.1 Monthly Operating Report for the Period
January 1, 2003 to January 31, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN ARCHITECTURAL PRODUCTS CORPORATION
Date: March 14, 2003 By /s/ Joseph Dominijanni
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Joseph Dominijanni
President and Chief Executive Officer