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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
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Date of Report (Date of earliest event reported): October 20, 1998
NORTH AMERICAN GAMING AND ENTERTAINMENT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-5474 75-2571032
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(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
13150 COIT ROAD, SUITE 125, DALLAS, TEXAS 75240
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(Address of principal execute offices, including zip code)
(972) 671-1133
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
International Tours, Inc. ("International"), GalaxSea Cruises and Tours,
Inc. ("GalaxSea") and I.T. Cruise, Inc. ("IT Cruise") have entered into a letter
of intent with Points North Digital Technologies, Inc. and Travel Distribution
Resource Group, Inc. (collectively "Purchaser") for the sale of the cruise and
travel-related assets of each of International, GalaxSea and IT Cruise, which
constitute substantially all of the assets of GalaxSea and IT Cruise. GalaxSea
and IT Cruise are wholly-owned subsidiaries of North American Gaming and
Entertainment Corporation (the "Company"). The letter of intent provides for an
aggregate purchase price of $2,750,000, payable $1,750,000 at closing with the
remaining $1,000,000 payable after one year following closing, subject to the
gross revenues of the purchased businesses exceeding $1,200,000 during such one
year period. The purchase and sale of the assets of International, GalaxSea and
IT Cruise are subject to the negotiation of a definitive purchase agreement and
the satisfaction of various closing conditions. The closing is tentatively
scheduled for November 16, 1998. The total purchase price payable to
International, GalaxSea and IT Cruise will be split one-third among each entity.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 29, 1998
NORTH AMERICAN GAMING AND
ENTERTAINMENT CORPORATION
By: /s/ George J. Akmon
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George J. Akmon, Executive
Vice President
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