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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 26, 1997
American Vantage Companies
(Exact name of Registrant as specified in its charter)
Nevada 0-10061 04-2709807
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 227-9800
American Casino Enterprises, Inc.
(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 26, 1997, American Vantage Companies, formerly known as American Casino
Enterprises, Inc. (the "Company") and the Table Mountain Rancheria, a federally
recognized Indian Tribe (the "Tribe") executed a letter agreement (the
"Amendment") which amends its Consulting Agreement, dated February 1, 1996 (the
"Consulting Agreement"), pursuant to which the Company provides consulting
services and technical assistance, training and advice to the Tribe, the Tribe's
Board of Directors which manages its Tribal Gaming Enterprises (the
"Enterprise") and to Enterprise employees and staff. The Amendment modifies the
Consulting Agreement by providing that:
(a) effective May 1, 1997, the Tribe shall pay to the Company a Base
Consulting Fee of Sixty Thousand Dollars ($60,000) per month for each
month remaining under the initial term of the Agreement,
(b) effective May 1, 1997,the Tribe shall pay to the Company an Additional
Consulting Fee per month for each month remaining under the initial term
of the Agreement as follows:
- net revenues of the Enterprise (before the payment of consulting fees)
exceeds one million five hundred thousand dollars ($1,500,000), but less
than two million dollars ($2,000,000), the consulting fee shall be an
additional sixty thousand dollars ($60,000);
- net revenues of the Enterprise (before the payment of consulting fees)
exceeds two million dollars ($2,000,000), but less than two million five
hundred thousand dollars($2,500,000), the consulting fee shall be an
additional seventy thousand dollars ($70,000);
- net revenues of the Enterprise (before the payment of consulting fees)
exceeds two million five hundred thousand dollars ($2,500,000), but less
than three million dollars ($3,000,000), the consulting fee shall be an
additional seventy thousand dollars ($70,000);
- net revenues of the Enterprise (before the payment of consulting fees)
exceeds three million dollars ($3,000,000), but less than three million
five hundred thousand dollars ($3,500,000), the consulting fee shall be an
additional one hundred thousand dollars ($100,000);
- net revenues of the Enterprise (before the payment of consulting fees)
exceeds three million five hundred thousand dollars ($3,500,000), but less
than three million seven hundred seventy five thousand dollars
($3,775,000), the consulting fee shall be an additional ninety thousand
dollars ($90,000);
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- net revenues of the Enterprise (before the payment of consulting fees)
exceeds three million seven hundred seventy five thousand dollars
($3,775,000), but less than four million dollars ($4,000,000), the
consulting fee shall be an additional fifty thousand dollars ($50,000);
- net revenues of the Enterprise (before the payment of consulting fees)
exceeds four million dollars ($4,000,000), but less than four million two
hundred fifty thousand ($4,250,000), the consulting fee shall be an
additional fifty thousand dollars ($50,000);
- net revenues of the Enterprise (before the payment of consulting fees)
exceeds four million two hundred fifty thousand ($4,250,000), but less
than four million five hundred thousand dollars ($4,500,000), the
consulting fee shall be an additional fifty thousand dollars ($50,000);
(c) The elimination of subsection B. of the Consulting Agreement, whereby,
the Tribe will no longer have the right to terminate the Agreement prior
to May 1, 1998, the end of the initial term of the Consulting Agreement,
through provisions of a buyout clause in the Consulting Agreement.
The effect of the concession is to reduce the Company's revenues and its net
income if net revenues (before the payment of consulting fees) of the Table
Mountain Casino remain unchanged from its present level of activity.
This amendment of the Consulting Agreement does not affect the provisions of the
separate termination agreement entered into February 1, 1996 under which a
monthly payment of $350,000 will be paid to the Company through January 31,
2000.
Item 7. Financial Statements and Exhibits.
1. Letter Agreement between American Vantage Companies, formerly
known as American Casino Enterprises, Inc., and Table Mountain
Rancheria dated June 26, 1997.
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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.
Date: June 30, 1997 AMERICAN VANTAGE COMPANIES
By: /s/ Ronald J. Tassinari
Ronald J. Tassinari
President
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AMENDMENT TO CONSULTANT AGREEMENT
The parties to the February 1, 1996 Consultant Agreement, by and between
the TABLE MOUNTAIN RANCHERIA and AMERICAN CASINO ENTERPRISES, INC. hereby amend
said Agreement as follows:
SECTION III. TERM OF AGREEMENT. Eliminate subsection B., Early Termination
and Buy Out by Band.
SECTION IV. COMPENSATION OF CONSULTANT. Amend the following subsections to
read as follows:
A. Base Consulting Fee. Consultant shall receive a Base Consulting Fee of
Sixty Thousand Dollars ($60,000) per month. The Base Consulting Fee shall be
paid to the Consultant by the fifth (5th) day of the following month.
B. Additional Consulting Fee. In addition to the Base Consulting Fee,
Consultant shall be paid an Additional Consulting Fee in any month in which the
Net Revenue of the Enterprise (before the payment of any Consulting Fees)
exceeds One Million Five Hundred Thousand Dollars ($1,500,000). The Additional
Consulting Fee shall be:
1. Sixty Thousand Dollars ($60,000) for Net Revenue above One Million Five
Hundred Thousand Dollars (1,500,000) but less than Two Million Dollars
($2,000,000) for that month;
2. Seventy Thousand Dollars ($70,000) for Net Revenue above Two Million
Dollars ($2,000,000), but less than Two Million Five Hundred Thousand Dollars
($2,500,000) for that month;
3. Seventy Thousand Dollars ($70,000) for Net Revenue above Two Million
Five Hundred Thousand Dollars ($2,500,000) but less than Three Million Dollars
($3,000,000) for that month;
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4. One Hundred Thousand Dollars ($100,000) for Net Revenue above Three
Million Dollars ($3,000,000), but less than Three Million Five Hundred Thousand
Dollars ($3,500,000) for that month;
5. Ninety Thousand Dollars ($90,000) for Net Revenue above Three Million
Five Hundred Thousand Dollars ($3,500,000) but less than Three Million Seven
Hundred Seventy Five Thousand Dollars ($3,775,000) for that month
6. Fifty Thousand Dollars ($50,000) for Net Revenue above Three Million
Seven Hundred Seventy Five Thousand Dollars ($3,775,000) but less than Four
Million Dollars ($4,000,000) for that month;
7. Fifty Thousand dollars ($50,000) for Net Revenue above Four Million
Dollars ($4,000,000) but less than Four Million Two Hundred Fifty Thousand
Dollars ($4,250,000) for that month; and
8. Fifty Thousand Dollars ($50,000) for Net Revenue above Four Million Two
Hundred Fifty Thousand Dollars ($4,250,000) but less than Four Million Five
Hundred Thousand Dollars ($4,500,000) for that month.
Any Additional Consulting Fee payable under this Amendment shall be paid
to Consultant by the twentieth (20th) day of the following month.
EFFECTIVE DATE OF AMENDMENT. This Amendment shall be effective as of May 1,
1997. Dated this 26th day of June 1997.
TABLE MOUNTAIN RANCHERIA AMERICAN CASINO ENTERPRISES, INC.
/S/ Vern Castro /S/ Ronald J. Tassinari
- ---------------------------------- ----------------------------------------
By VERN CASTRO, Chairman By RONALD J. TASSINARI, President
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