UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[_] Preliminary Information Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
American Construction Company
(Name of Company As Specified In Its Charter)
Payment of Filing Fee (Check the Appropriate Box):
[X] No fee required
[_] $125.00 per Exchange Act Rule 0-11(c)(1)(ii) or 14c-5(g) and 0-11
[_] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
1. Title of each class of securities to which transaction
applies:
Common Stock, par value $0.001 per share
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11
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4. Proposed maximum aggregate value of transaction
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5. Total fee paid
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[_] Check box if any party of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
American Construction Company
10th Flr., Block A, Haitong Building
3 Nanlishi Road,
Xicheng District, Beijing 100037
People's Republic of China
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
TO ALL STOCKHOLDERS OF AMERICAN CONSTRUCTION COMPANY.:
The purpose of this letter is to inform you that we intend to take or
have taken the following actions by written consent of our stockholders:
1. The change of our name from American Construction Company (the
"Company") to General Steel Holdings, Incorporated; and
2. The change of the members of the Company's Board of Directors
and Executive Officers.
The Company was formed in August 2002. The Company, through its
wholly-owned subsidiary, West Dee Construction Ltd., a Canadian corporation, has
conducted the business of residential and commercial construction in
Saskatchewan, Canada.
On October 14, 2004, the Company, Northwest Steel Company, a Nevada
corporation ("Merger Sub") and General Steel Investment Co., Ltd., a British
Virgin Islands limited liability corporation ("General Steel"), as the parent
and management company of Tianjin Da Qiu Zuang Sheet Metal Co., Ltd., a People's
Republic of China, limited liability corporation ("DQ"), both privately-held
corporations, entered into an Agreement and Plan of Merger (the " Merger
Agreement") pursuant to which the Company, through its wholly-owned subsidiary,
Merger Sub, acquired General Steel, and its 70% ownership in its subsidiary DQ
solely in exchange for shares of the Company's common stock, of which 22,040,000
shares are a new issuance by ACC, and 7,960,000 shares are from certain
shareholders of ACC, which in aggregate, constitute 96% of the total issued and
outstanding shares of the Company. (the "Merger"). Under the terms of the
Agreement, General Steel will remain a subsidiary of the Company.
On November 5, 2004, Zuo Sheng Yu, as the holder of 23,929,500 equal to
76.5% of the 31,250,000 outstanding shares of the Company's common stock
executed a consent in lieu of meeting of the stockholders of the Company to
amend the Company's articles of incorporation to change the name of the Company
to General Steel Holdings, Inc. The amendment to the Articles of Incorporation
are to be filed and effective after 20 calendar days after the mailing of this
information statement.
Upon consummation of the Merger, the members of the Board of Directors
of the Company consisted of Zuo Sheng Yu and Jeff Mabry. On October 26, 2004,
Jeff Mabry and Zuo Sheng Yu appointed the following persons as officers and
directors effective after 20 calendar days after the mailing of this information
statement. On the effective date, Mr. Mabry will resign as a director.
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John Chen Chief Financial Officer and Director
Huang Cheng Li Director
Guo Dong Wang Chief Technical Officer and Director
Sheng Guo Zao Chief Engineer and Director
WE ARE NOT ASKING FOR YOUR PROXY. Because the written consent of the
holder of a majority of our common stock satisfies any applicable stockholder
voting requirement of the Nevada General Corporation Law and our Articles of
Incorporation and by-laws, we are not asking for a proxy and you are not
requested to send one.
The accompanying Information Statement is for information purposes only
and explains our corporate name change, and the changes that will be made to our
Board of Directors and Officers.
January 20, 2005
By Order of the Board of Directors
/s/ Zuo Sheng Yu
President
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American Construction Company
10th Flr., Block A, Haitong Building
3 Nanlishi Road,
Xicheng District, Beijing 100037
People's Republic of China
INFORMATION STATEMENT
January 20, 2005
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
This Information Statement is being mailed on or about January 24, 2005
to the stockholders of record of American Construction Company (the "Company")
at the close of business on January 19, 2005. This Information Statement is
being sent to you for information purposes only. No action is requested or
required on your part.
This Information Statement is being furnished to you to inform you of
the adoption of resolutions by written consent by the holders of a majority of
the outstanding shares of our common stock, par value $.001 per share. The
resolutions adopted by these stockholders give us the authority to take the
following actions:
1. To change our name from American Construction Company to
General Steel Holdings, Inc.; and
2. To change the members of the Company's Board of Directors and
Executive Officers.
As of the close of business on the record date, we had 31,250,000
shares of common stock outstanding. The common stock is our only class of
securities entitled to vote. Each outstanding share of common stock is entitled
to one vote per share.
The affirmative consent of the holders of a majority of our outstanding
common stock is required to approve each of the actions described above in the
absence of a meeting of stockholders. The requisite stockholder approval of each
of the actions described above was obtained by the execution of written consents
in favor of these actions by the holder of approximately 76.5% of the
outstanding shares of common stock, allowing the Company to take the proposed
actions on or about February 14, 2005.
This Information Statement is first being mailed on or about January
24, 2005. This Information Statement constitutes notice to our stockholders of
corporate action by stockholders without a meeting as required by Chapter 78 of
the Nevada Revised Statutes.
The expenses of mailing this Information Statement will be borne by the
Company, including expenses in connection with the preparation and mailing of
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this Information Statement and all documents that now accompany or may in the
future supplement it. It is contemplated that brokerage houses, custodians,
nominees, and fiduciaries will be requested to forward this Information
Statement to the beneficial owners of our common stock held of record by these
persons and that we will reimburse them for their reasonable expenses incurred
in this process.
MANAGEMENT OF THE COMPANY
The directors and executive officers of the Company currently serving
and to be serving on the effective date are as follows:
Name Age Positions Held and Tenure
- ---- --- -------------------------
Jeff Mabry 38 Director since August 2002,
4340 E. Charleston resigning
Phoenix, Arizona USA
Zuo Sheng Yu 41 Chairman, Chief Executive Officer,
c/o Wendlar Investment Management Co. President and Director
10 Floor Block A
Haitong Avenue, Building, N0 3 Na Li Shi
Xicheng District
Beijing, 100037
John Chen 32 Chief Financial Officer, Secretary,
c/o Wendlar Investment Management Co Treasurer and a Director
10 Floor Block A
Haitong Avenue, Building, N0 3 Na Li Shi
Xicheng District
Beijing, 100037
Huang Cheng Li 54 Member of Audit and Compensation
c/o Wendlar Investment Management Co Committees and Director
10 Floor Block A
Haitong Avenue, Building, N0 3 Na Li Shi
Xicheng District
Beijing, 100037
Guo Dong Wang 64 Chief Technical Officer and Director
c/o Wendlar Investment Management Co
10 Floor Block A
Haitong Avenue, Building, N0 3 Na Li Shi
Xicheng District
Beijing, 100037
Sheng Guo Zao 45 Chief Engineer and Director
c/o Wendlar Investment Management Co
10 Floor Block A
Haitong Avenue, Building, N0 3 Na Li Shi
Xicheng District
Beijing, 100037
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Biographical Information
- ------------------------
Mr. Jeff Mabry
Mr. Mabry is currently employed with CDS Insurance Agency, LLC as a broker from
June 2002 to present.
From May 1995 to August 2001 Mr. Mabry was employed with The Tech Group a
manufacturer of injection molds. Mr. Mabry was Senior Project Engineer
responsible for quoting and managing projects from concept through approved
production.
From May 1993 to April 1995, Mr. Mabry was employed with Plastic Design Corp.,
as a Mold Maker. Mr. Mabry was responsible for building plastic injection molds
for the automotive and medical uses.
Mr. Mabry is a graduate of Arizona State University majoring in Construction
Engineering.
Mr. Zuo Sheng Yu
Mr. Yu is President and a Director of the American Construction Company.
From April 1986 to February 1992, he was president of Da Qiu Zhong Metal sheets
manufactory, Tian Jin China. From February 1992 to December 1999, he was General
Manager of Sheng Da Industrial Company, Tian Jin China. From November 1999 to
March 2001, he was president and Chairman of Board of Directors of Shen Da
machinery manufactory Tian Jing, China. From February 2001, to present, he has
been the President and Chairmen of the Board of directors of Beijing Wendlar
Investment Management Group, Beijing, China. From March 2001 to present, he has
been the President and Chairman of the Board of Directors of Baotou Shen Da
Steel Pipe Limited, Inner Mongolia, China. From March 2001 to present, he has
been the President and Chairman of the Board of Directors of the Shen Da Steel
and Iron Mill, He Bei province, China. From April 2001 to present, he has been
the President and Chairman of Shen Da Industrial Park Real Estate Development
Limited. From December 2002 to present, Mr. Yu has been President and Chairman
of Beijing Sou Lun Real Estate Development Company, Beijing, China.
In July 1985, he graduated from the Sciences and Engineering Institute, Tian
Jin, China. In July 1994, he received a Bachelor Degree from the Institute of
Business Management for Officers. Mr. Yu received the title of "Senior
Economist" from the Committee of Science and Technology of Tian Jin City 1994.
In July 1997, he received an MBA degree from the Graduate School of Tian Jin
Party University. In April, 2003, Mr. Zuo Sheng Yu became a member of APEC (The
Asia Pacific Economic Co-operation).
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Mr. John Chen
Mr. Chen is a future director and Chief Financial Officer of the American
Construction Company. From August 1997 to July 2003, he was senior accountant of
Moore Stephens Wurth Frazer and Torbet, LLP. Los Angeles, California, USA.
He graduated from Norman Bethune University of Medical Science, Chang Chung
City, Ji Ling Province, China in Sep.1992. He received a B.S. degree in
accounting from California State Polytechnic University, Pomona, California, USA
in July 1997.
Ms. Huang Cheng Li
Ms. Li is a future director and member of audit and compensation committee of
the American Construction Company.
From December 1968 to November 1994, she was the manager of Tian Jin Trust
Company, Tian Jin China. From January 1995 to May 2002, she was manager and CPA
of Tian Jin Gao Xin Valuation and Liquidation company; Tian Jin City, China.
Ms. Li graduated from the Tian Jin Financial and Economic Institute, Tian Jin,
China, in July, 1982.
Mr. Guo Dong Wang
Mr. Wang is a future director and Chief Technical Officer of the American
Construction Company.
From January 1982 to May 2003, he was a professor at the North East University
at Sheng Yang City, Liao Ning Province, China. From October 1968 to October
1978, he was an engineer at An San Iron and Steel Company, in An San City, Liao
Ning Province, China.
He received a Masters Degree in Engineering from Beijing Iron and Steel Research
Institute, Beijing, China in September 1982, and he received his Bachelors
Degree in Engineering in East North University, Sheng Yang, China in September
1966.
Mr. Sheng Guo Zao
Mr. Zao is a future director and Chief Engineer of the American Construction
Company.
From June 1995 to June 2003, he was the CTO of the Beijing Capital Steel Plate
Mill. From March 1988 to June 1995, he was the chief engineer of the Beijing
Capital Steel Plate Mill. From March 1983 to March 1988, he was an engineer of
Beijing Special Steel Metal sheet Mill.
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He received an MBA Degree from North East University at Sheng Yang City, Liao
Ning Province, China, in August 2001. He graduated from the Beijing Steel
Institute in Beijing, China in 1982.
There are no family relationships between any of the directors or
officers of the Company or its subsidiaries.
The Company has no standing audit, nominating or compensation
committees of the board of directors, or any committees performing similar
functions. Our board of directors did not consider that, at this stage, it was
necessary to have a nominating committee since the Company is a small public
company and the volume of public trading of the Company's shares only represents
a small percentage of the Company's share capital. However, the Company is
actively searching for independent directors and fully intends to establish a
nominating committee when the new independent directors are elected.
The Company's board of directors did not hold any formal meetings
during the fiscal year, which ended December 31, 2004. The Company is in the
process of establishing a process for security holders to send communications to
the board of directors.
None of the directors has resigned or declined to stand for re-election
based on a disagreement with the Company. Currently, the board of directors will
consider candidates for directorship proposed by security holders, although no
formal procedures for submitting candidates has been adopted. Until otherwise
determined, not less than 90 days prior to the next annual board of directors
meeting, the board accepts written submissions that include the name, address
and telephone number of the proposed nominee, along with a brief statement of
the candidate's qualifications to serve as a director. The letter should be
accompanied by a resume supporting the nominee's qualifications to serve on the
board of directors, as well as a list of references. Once a candidate has been
identified, the board reviews the individual's experience and background, and
may discuss the proposed nominee with the source of the recommendation. If the
board believes it to be appropriate, board members may meet with the proposed
nominee before making a final determination whether to include the proposed
nominee as a member of management's slate of director nominees submitted to
shareholders for election to the board. All of our directors currently
participate in the consideration of director nominees.
The Company is not aware of any material proceedings to which any
directors, officers or any associate thereof is a party adverse to the Company
or any of its subsidiaries or has a material interest adverse to the Company or
any of its subsidiaries.
The Company is not aware of any transaction with management where the
amount involved exceeded US$60,000 or any indebtedness of management to the
Company in excess of US$60,000.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table set forth information regarding the number of
shares of common stock of the Company, beneficially owned on January 7, 2005,
by:
o each person who is known by the Company to beneficially own 5%
or more of the common stock of the Company;
o each of the directors and executive officers of American
Construction Company and all persons expected to become
directors of American Construction Company pursuant to the
merger:
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class(1)
- ------------------------------------------------------
Common Zuo Sheng Yu President/Chairman 23,929,500 76.5%
John Chen Director 0 0
Huang Cheng Li Director 139,125 0.4%
Guo Dong WangDirector 0 0
Sheng Guo ZaoDirector 0 0
Jeff Mabry Director 0 0
All Executive Officers as a Group 23,929,500 76.5%
- ---------------------------------------------
(1) Based on 31,250,000 outstanding common shares as reported in the
Issuer's Form 8-K filed with the Securities and Exchange Commission on
October 19, 2004.
EXECUTIVE COMPENSATION
No officer or director has received any remuneration or compensation
from the Company. The Company currently has no stock option, retirement,
pension, or profit-sharing programs for the benefit of directors, officers or
other employees.
BOARD OF DIRECTORS' RECOMMENDATIONS
AND STOCKHOLDER APPROVALS
Our board of directors considered and unanimously approved each of the
actions described in this Information Statement, and recommended that the
stockholders adopt each of the actions. The affirmative consent of the holders
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of a majority of the Company's issued and outstanding shares of common stock was
required to approve each of the actions described in this Information Statement
in the absence of a meeting of stockholders. The requisite stockholder approval
of each of the actions described in this Information Statement was obtained by
the execution of written consents in favor of such actions by the holders of a
majority of our outstanding shares of common stock without the need to solicit
votes, allowing the Company to take the proposed actions on or about February
14, 2005.
The information contained in this Information Statement constitutes the
only notice any stockholder will be provided.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
None of our officers, directors or any of their respective affiliates
has any interest in any of the matters to be acted upon, as set forth in this
Information Statement.
FORWARD-LOOKING STATEMENTS
This Information Statement may contain certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 or by the U.S. Securities and Exchange Commission in its rules,
regulations and releases, which represent our expectations or beliefs, including
but not limited to, statements concerning our operations, economic performance,
financial condition, growth and acquisition strategies, investments, and future
operational plans. For this purpose, any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate,"
"might," or "continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. These
statements, by their nature, involve substantial risks and uncertainties,
certain of which are beyond our control, and actual results may differ
materially depending on a variety of important factors, including uncertainty
related to acquisitions, governmental regulation, managing and maintaining
growth, volatility of stock prices and any other factors discussed in this and
other of our filings with the U.S. Securities and Exchange Commission.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and in accordance with this act, we file
periodic reports, documents and other information with the Securities and
Exchange Commission relating to our business, financial statements and other
matters. These reports and other information may be inspected and are available
for copying at the offices of the Securities and Exchange Commission, 450 Fifth
Street, N.W., Washington, DC 20549. Our SEC filings are also available to the
public from the SEC's website at http://www.sec.gov.
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INCORPORATION OF FINANCIAL INFORMATION
Our Annual Report on Form 10-KSB for the fiscal year ended January 31,
2004, as filed with the U.S. Securities and Exchange Commission on May 13, 2004,
is incorporated in its entirety by reference into this Information Statement.
The Current Report on Form 8-K disclosing the Merger, as filed with the
U.S. Securities and Exchange Commission on October 19, 2004, is incorporated in
its entirety by reference into this Information Statement.
The Current Report on Form 8-K containing pro forma financial
information for the Company, as filed with the U.S. Securities and Exchange
Commission on December 28, 2004, is incorporated by reference in its entirety
into this Information Statement.
As the requisite stockholder vote for each of the actions described in
this Information Statement was obtained upon the delivery of written consents
from the holder of a majority of our outstanding shares of common stock, WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. This
Information Statement is for informational purposes only. Please read this
Information Statement carefully.
By Order of the Board of Directors
/S/ Zuo Sheng Yu
- ----------------------------------
ZUO SHENG YU, President
January 20, 2005
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