UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): March 4, 2005
GENERAL STEEL HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
NEVADA 333-105903 412079252
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification Number)
10th Floor, No. 3 Nan Li Shi Road A,
Haitong Building, Xicheng District, Beijing 100037
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(Address of Principal Executive Offices) (Zip Code)
Incorp Services Inc.
6075 S. Eastern Avenue
Suite 1, Las Vegas, Nevada, 89119-3146
Tel: (702) 866-2500
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(Name, address and telephone number for Agent for Service)
(480) 695-7283
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Registrant's telephone number, including area code
American Construction Company
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Introductory Statement
Reference is hereby made to American Construction Company's definitive
Information Statement on Schedule 14-C filed with the U.S. Securities and
Exchange Commission on January 20, 2005 (the "Information Statement"). The
information contained in that Information Statement is hereby incorporated by
reference herein.
Item 8.01. Other Events
American Construction Company (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 Zhuang 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 the Company, and 7,960,000 shares are from certain shareholders of
the Company, which in aggregate, constitute 96% of the total issued and
outstanding shares of the Company (the "Merger").
The Company's Board of Directors has decided to change the Company's name from
American Construction Company into General Steel Holdings, Inc. and has received
the written consent of the holder of a majority of the Company's common stock
which satisfies any applicable stockholder voting requirement of the Nevada
General Corporation Law and the Company's Articles of Incorporation and by-laws.
The Company's address of principal executive offices has been changed to 10th
Floor, No. 3 Nan Li Shi Road A, Haitong Building, Xicheng District, Beijing
100037.
It was not and is not necessary for stockholder to exchange their existing
American Construction Company stock certificates for new certificates bearing
the name of General Steel Holdings, Inc. Shares of American Construction Company
common stock, traded under the symbol "ACNS" on the OTC Bulletin Board prior to
the Merger, continue to be traded on the OTC Bulletin Board under the symbol
"GSHO" as General Steel Holdings, Inc. common stock. The OTC Bulletin Board and
General Steel Holdings, Inc.'s transfer agent will consider the existing
American Construction Company's stock certificates as constituting "good
delivery" in post-Merger transactions involving General Steel Holdings, Inc.'s
common stock.
Section 9 -- Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
The following exhibit is hereby filed as part of this Current Report on
Form 8-K.
99.1 Press Release issued by General Steel Holdings, Inc. on March
4, 2005.
SIGNATURES
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.
AMERICAN CONSTRUCTION COMPANY
(Registrant)
Date: March 4, 2005 /s/ Zuosheng Yu
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Zuosheng Yu
Chief Executive Officer and President