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): June 21, 1995
FLORIDA GAMING CORPORATION
(Exact name of registrant as specified in charter)
DELAWARE 0-9099 59-1670533
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
1750 SOUTH KINGS HIGHWAY
FORT PIERCE, FLORIDA 34945-3099
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (407) 464-7500
ITEM 5. OTHER EVENTS.
Press Release issued June 26, 1995:
FOR IMMEDIATE RELEASE
FLORIDA GAMING CORPORATION ANNOUNCES OPPORTUNITY TO DIVERSIFY ITS
GAMING OPERATIONS BY DEVELOPING CASINOS ON NATIVE AMERICAN LANDS
FT. PIERCE, FLA., June 26, 1995 -- Florida Gaming Corporation
(NASDAQ-Small Cap-"BETS"), which owns and operates a Jai-Alai
fronton and intertrack wagering (I.T.W.) facility in Ft. Pierce,
Florida, today announced that it has entered into an agreement with
Centrum X Corporation, Boca Raton, Florida which gives Florida
Gaming the right of first refusal to enter into joint ventures with
Centrum X for the development and management of casinos on Native
American lands.
Centrum X is a consulting firm specializing in Native American
affairs. It is principally owned by Robert Fredericks, who also
serves as its president. Mr. Fredericks has been active in the
representation of Native American tribes throughout the United
States for more than 25 years.
Centrum X has entered into an agreement with the Tonkawa Tribe
of Oklahoma to build and manage a casino on tribal lands. Centrum
X is also currently negotiating for casino management agreements
with several other Tribes.
Under the terms of Florida Gaming's agreement with Centrum X,
Florida Gaming has the right of first refusal to enter into a joint
venture with Centrum X to build and manage a casino on Tonkawa
reservation near Ponca City, Oklahoma. Florida Gaming is currently
reviewing this opportunity. If Florida Gaming exercises its right
of first refusal, the Tonkawa management agreement will be placed
in a newly formed corporation to be owned 80% by Florida Gaming and
20% by Centrum X and its associates.
W. Bennett Collett, Chairman of Florida Gaming commented:
"The agreement with Centrum X will provide Florida Gaming access to
years of groundwork with Tribes laid by Robert Fredericks and
Centrum X as well as provide invaluable personal relations with
more than a dozen Tribes now engaged in various stages of
developing gaming operations. At the same time, Florida Gaming's
shareholders will be provided an opportunity to participate in a
rapidly developing sector of the gaming industry."
Centrum X's Robert Fredericks stated: "The agreement with
Florida Gaming will bring a new perspective to Native American
Gaming. By utilizing the combined resources of Florida Gaming and
Centrum X, we will be able to accelerate the development of
economic, educational, and health programs which are so important
to the Tribes' future.
For any questions contact:
W. Bennett Collett
Chairman or
Timothy L. Hensley
Executive Vice President
(502) 589-2000
(407) 464-7500
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Exhibit 99 Agreement executed June 21, 1995, between
Florida Gaming Corporation and Centrum X
Corporation.
SIGNATURE
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 thereunto duly authorized.
FLORIDA GAMING CORPORATION
By /s/ Timothy L. Hensley
Timothy L. Hensley
Executive Vice President, Treasurer
and Chief Financial Officer
Date: June 29, 1995
AGREEMENT
This is a joint venture agreement between Florida Gaming
Corporation, a Delaware corporation ("FGC"), and Centrum X
Corporation, a Delaware Corporation ("CXC").
RECITAL
FGC and CXC desire to enter into mutually beneficial
arrangements providing for the identification and development of,
and the basis for their joint participation in, gaming and other
related economic development projects with Native American tribes.
AGREEMENT
In consideration of the mutual promises contained herein and
other valuable consideration, FGC and CXC agree as follows:
1. IDENTIFICATION OF BUSINESS OPPORTUNITIES. CXC agrees to
use its best efforts to identify, investigate and develop certain
opportunities to develop, finance, construct, manage and operate
economic development projects with Indian tribes, including
facilities for Class II and Class III gaming within the meaning of
the Indian Gaming Regulatory Act of 1988 ("IGRA") and the rules
promulgated thereunder.
2. MANAGEMENT AGREEMENTS. CXC and FGC shall cooperate in
negotiating with tribal authorities the terms and conditions of a
management agreement and any collateral agreements (within the
meaning of IGRA) governing the development, financing,
construction, management, and operation of tribal gaming facilities
and other economic ventures (collectively, the "Management
Agreement"). FGC shall have the right to participate in the
negotiation of the Management Agreement.
3. RIGHT OF FIRST REFUSAL. FGC shall have the sole and
exclusive right and first opportunity to pursue and enter into all
potential gaming or other economic opportunities that CXC currently
has or that CXC or any of its affiliates may identify, investigate,
or develop in the future, specifically including, without
limitation, potential gaming or other economic opportunities with
the Tonkawa Tribe of Oklahoma. To allow FGC to exercise its right
of first refusal, CXC shall deliver to FGC, in writing, a detailed
description of all material terms and conditions of any proposed
gaming project with a Native American tribe ("Tribe") or other
party as soon as practicable after substantive discussions with the
Tribe or other party, but in any event sufficiently before the
execution of a Management Agreement to give FGC a meaningful
opportunity to participate in the negotiation thereof. Upon the
delivery of the foregoing proposal to FGC, FGC shall have 30 days
in which to respond to CXC, in writing, to agree or decline to
participate in the proposed project. If FGC agrees to participate,
FGC shall assume, and CXC shall assign, transfer and fully convey,
all of CXC's rights with respect to the project to a newly
organized corporation or other entity ("Subsidiary") to be jointly
owned by FGC and CXC, as provided in paragraph 4. If FGC declines
to participate, CXC shall be free to pursue the project, provided,
however, that if the terms and conditions of a Management Agreement
with the Tribe with respect to the proposed project differ
materially from those previously delivered to FGC for its
acceptance or declination, CXC shall deliver such Management
Agreement to FGC and FGC shall have an additional 30 days in which
to agree or refuse to participate in the project on the terms and
conditions set forth in the Management Agreement.
4. SUBSIDIARY. Subsidiary shall be the party to any
Management Agreement with a Tribe in which FGC elects to
participate under paragraph 3 and shall serve as "manager" or in
such other capacities as Management Agreements may provide. FGC
shall own an 80% equity interest in Subsidiary, and CXC and its
affiliates or such persons as CXC shall designate shall own a 10%
equity interest, Louis J. Pleeter shall own a 5% interest and Dr.
Marvin Reinberg shall own a 5% interest in Subsidiary. W. Bennett
Collett shall serve as Chairman and Chief Executive Officer and
Robert Frederick shall serve as President, respectively, of
Subsidiary. The board of directors of Subsidiary shall consist of
five members. FGC shall nominate and elect three directors and CXC
and its affiliates shall nominate and elect two directors. FGC and
CXC agree to enter into an agreement setting forth the terms and
conditions governing the rights of holders of equity interests in
the Subsidiary and other matters. The 20% equity interest shall
not be obligated to pay back the financing.
5. BUSINESS DEVELOPMENT EXPENSES. FGC and CXC each agree to
pay their own expenses incurred by representatives of CXC and FGC
in connection with the identification, investigation and
development of, and the negotiation of Management Agreements
governing, business opportunities contemplated hereby, including
reasonable expenses for travel, telephone, and attorneys' fees.
6. PROJECT FINANCING. FGC agrees to provide funds to
finance the construction and equipping of gaming and other
facilities and other related expenses in connection with tribal
gaming ventures undertaken by Subsidiary. Unless otherwise agreed
by FGC, the Management Agreement shall give FGC the discretion to
provide funds in the form of direct capital contributions, loans to
Subsidiary, loans to Tribe, or a combination of such capital
contribution and loans, provided that such financing shall be on
commercially reasonable terms.
7. ASSIGNMENT. Except as provided in paragraph 4, neither
party may assign any interest in this Agreement without prior
written consent of the other party.
8. CONFIDENTIALITY. FGC and CXC agree that their directors,
officers, employees, affiliates, agents and representatives shall
maintain in strictest confidence and shall not directly or
indirectly divulge, or permit any person under their supervision or
control to divulge, directly or indirectly, to any person, firm,
corporation or other entity, without prior written consent of the
other party to this Agreement, any documents, materials, records,
or other information (whether written or oral) of any kind
concerning the proposed development of gaming facilities with
Tribe, provided, however, that the parties may divulge information
as reasonably necessary in connection with the transactions
contemplated hereby after consultation with the other parties, and
may make such disclosures as may be required, in the opinion of
counsel, under federal securities or other law.
9. TERMINATION. This Agreement shall terminate on June 30,
2000, and shall renew automatically for an additional one-year term
on June 30 of each year thereafter, unless either party delivers
written notice of nonrenewal to the other party at least 60 days
before the next renewal date. In addition, FGC shall have the
right to terminate this agreement at any time it determines, at
FGC's sole discretion, that the parties have ceased to work
constructively together. Upon the FGC's delivery of written notice
of termination to CXC, or the expiration of the term of this
Agreement, the parties shall be released from any financial
commitments provided in this Agreement; provided, however, that the
termination of this Agreement shall not affect (a) FGC's right to
agree to participate in a proposed project presented to FGC by CXC
in accordance with paragraph 3 before the date of such termination,
or (b) the obligations of any Subsidiary under any Management
Agreement or the rights of any owner or an equity interest of a
Subsidiary under any organizational document or agreement relating
to the Subsidiary.
10. NOTICES. All notices required or referenced by this
Agreement shall be hand delivered or sent by U.S. certified mail,
return receipt requested, or some other form of delivery requiring
signature by the person receiving the delivery. All notices shall
be deemed delivered upon the earlier of the date the receiving
party signs the return receipt or five (5) days after the notice is
postmarked.
11. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter
hereof and shall not be modified or amended except in writing
signed by or on behalf of the parties hereto.
12. GOVERNING LAW. The validity, construction,
interpretation and enforcement of this Agreement shall be governed
by the laws of the State of Florida.
13. COUNTERPARTS. The Agreement may be executed in several
counterparts, each of which shall be an original copy hereof but
all of which together shall constitute the same instrument.
14. HEADINGS. The headings used in this Agreement have been
included for ease of reference, and shall not be considered in the
interpretation or construction of this Agreement.
15. SEVERABILITY. If any provision of this Agreement or its
application shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of all other
applications of that provision and of all other provisions and
applications thereof shall not in any way be affected or impaired.
If any court shall determine that any provision of this Agreement
is in any way unenforceable, such provision shall be reduced to
whatever extent is necessary to make such provision enforceable.
IN WITNESS WHEREOF the parties have duly executed this
Agreement on this 21st day of June, 1995.
FLORIDA GAMING CORPORATION
By:/s/ W. Bennett Collett
W. Bennett Collett
Chairman and Chief Executive
Officer
Date: June 21, 1995
CENTRUM X CORPORATION
By:/s/ Robert Fredericks
Robert Fredericks
Chairman
Date: June 21, 1995
