Attached files
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| EX-99.1 - LETTER & RESERVATION FORM - AMERICAN CHURCH MORTGAGE CO | exhibit991.htm |
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APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB
Number:3235-0060
Expires:August
31, 2012
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per response5.0
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 Or 15(d) of The Securities Exchange Act of
1934
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Date of Report (Date of earliest event reported) February
2,
2010
American
Church Mortgage
Company
(Exact name of registrant as specified in its charter)
Minnesota
33-87570
41-1793975
(State or
other
jurisdiction
(Commission (IRS
Employer
of
incorporation) File
Number) Identification
No.)
10237 Yellow Circle Drive, Minnetonka,
MN
55343
(Address
of principal executive
offices) (Zip
Code)
Registrant's telephone number, including area code
(952)
945-9455
___________________________________________________________________________________
(Former name or former address, if changed since last report.)
(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 Instructions A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01 Regulation FD Disclosure.
On
January 27, 2010, the Board of Directors of American Church Mortgage Company
(“ACMC” or the “Company”) approved a stock repurchase program (the “Program”)
which permits, subject to the terms and conditions described below, shareholders
of the Company to submit shares of ACMC common stock (“Shares”) in exchange for
the Company’s Series C Secured Investor Certificates (“Certificates”) currently
being offered pursuant to the Company’s registration statement on Form S-11, as
amended (Registration No. 333-154831)(the prospectus included therein, the
“Prospectus”).
The
Program offers to shareholders an exchange of one $1,000 principal amount
Certificate for each 200 Shares submitted (a $5.00 per Share conversion
ratio). In order to participate, shareholders are required to submit
all Shares that they own, directly or indirectly, to ACMC; odd-lots above each
200 Shares submitted will be exchanged for $5.00 cash for each odd-lot Share or
portion thereof. To qualify for participation, a shareholder must
submit a minimum of 200 Shares; shareholders owning fewer Shares are not
eligible to participate. The Program will be administered on a
first-come, first-served basis. The Prospectus, including any
amendments and/or supplements thereto, will be provided to shareholders
interested in participating (and to any shareholder upon
request). Shareholders will be permitted to withdraw from the Program
at any time before their Shares have been redeemed. The Program will
be offered on an ongoing basis, but, unless increased or decreased in the
discretion of the Board, the Program is limited to 500,000 Shares ($2.5 million
worth of Certificates). The Board is permitted to terminate the
program at any time on 10 days’ prior notice to shareholders. All
other modifications to the terms and conditions of the Program are subject to
Board discretion, which modification(s) will affect only those Shares
subsequently offered for exchange.
On or
about February 2, 2010, the Company distributed a shareholder letter (the
“Shareholder Letter”) to its shareholders informing them of the Program and
describing how to participate. The Form of Shareholder Letter is
attached as Exhibit 99.1 to this report and is incorporated by reference into
this Item 7.01.
The
information furnished under this Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section.
Item
9.01 Financial Statements and Exhibits.
99.1 Form
of American Church Mortgage Company Shareholder Letter dated February 2,
2010.
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
Church Mortgage Company
Date: February
2, 2010 By /s/ Philip J.
Myers
Chief Executive
Officer