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) August 9, 1997
DUNES HOTELS AND CASINOS INC.
(Exact name of Registrant as specified in charter)
New York
(State or other jurisdiction of incorporation)
1-4385 11-1687244
(Commission File Number) (IRS Employee
Identification No.)
4600 Northgate Boulevard, Suite 130, Sacramento, California 95834
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (916) 929-2295
4045 South Spencer, Las Vegas, Nevada 89119
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
Dunes Hotels and Casinos Inc. (the Company) previously
reported the matter known as FEDERAL DEPOSIT INSURANCE
CORPORATION (FDIC), ET AL. V. JOHN B. ANDERSON, ET AL. On August
9, 1997, the court appointed Special Master, acting as an agent
of the FDIC, published in a major newspaper in Las Vegas, Nevada,
a notice of a court supervised sale of common stock and other
assets, including certain shares of common stock of the Company,
Cedar Development Co. (Cedar), J.B.A. Investments, Inc. (JBA) and
Baby Grand Corp. (BGC). Mr. Anderson, through his ownership of
Cedar, the parent company of JBA and BGC, owns approximately
67.2% of the outstanding common stock of the Company. Of those
shares (i) 3,000,000 shares or 47.1% of the outstanding common
stock of the Company are pledged as collateral in favor of
entities of which the FDIC is a successor and/or assign, and (ii)
1,280,756 shares or 20.1% of the outstanding common stock are
pledged to a subsidiary of the Company as collateral for a
promissory note in the approximate amount of $2,083,735
(including interest of approximately $167,000) payable by BGC to
the Company (the BGC Note). The court has set November 13, 1997
as the last day within which an entity may submit an initial bid
for all or any part of the assets available for sale. The
Company is unable to predict whether the Special Master will
receive any bids for, or otherwise sell all or any part of, the
assets. If the Special Master is successful in directly or
indirectly selling the common stock of the Company, there will be
a change in control of the Company. A change in control of
either the Company or BGC may adversely affect the operations of
the Company, including its ability to collect on certain
obligations (such as the BGC Note) owed to the Company by Mr.
Anderson and affiliated entities. The matter is more fully
discussed in the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 1997.
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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.
Dunes Hotels and Casinos Inc.
(Registrant)
Date: August 15, 1997 By: /s/ James H. Dale
JAMES H. DALE, TREASURER
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