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UNITED STATES
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): September 27, 2000
AMERICAN VANTAGE COMPANIES
(Exact name of registrant as specified in its charter)
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Nevada 0-10061 04-2709807
(State or Other Jurisdiction (Commission File Number) (IRS Employer Ident. No.)
of Incorporation)
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6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103
(Address of Principal Executive Offices) (Zip Code)
(702) 227-9800
Registrant's telephone number, including area code
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Item 5. Other Events.
On September 27, 2000, an order (the "Order") was filed with the United
States District Court for the Eastern District of California (the "District
Court") by Judge Anthony W. Ishii dismissing, with prejudice, the Company's
claims against the Table Mountain Rancheria Band of Indians (the "Tribe") due to
the District Court's lack of subject matter jurisdiction and not based on the
merits of the case. In June 1999, the Company brought a civil action in the
District Court for breach of contract against the Tribe for terminating the
Company's contract to provide casino consulting services to the Table Mountain
Rancheria Casino & Bingo. At that time the Tribe filed a countersuit against the
Company. The Order similarly dismissed the Tribe's counterclaims against the
Company.
The Order was in response to an amended pleading filed by the Company
in connection with the February 2000 Order (the "Prior Order") filed with the
District Court dismissing the Company's claims and the Tribe's counterclaims due
to the District Court's lack of subject matter jurisdiction. Pursuant to the
Prior Order, either the Company or the Tribe could file a motion to amend its
pleading to remain in District Court or, in the alternative, pursue the matter
in state court.
The Company plans to vigorously pursue the matter in state court.
On September 28, 2000, American Vantage Companies (the "Company")
announced its closing of the WCW Nitro Grill (the "Nitro Grill") effective
September 30, 2000 (the "Closing Date") due to historical operating results. The
Company is in the process of determining loss through the Closing Date, and
expects that such loss will have a material adverse effect on the results of
operations of the Company for the fiscal year ended July 31, 2000.
The Company operated the Nitro Grill through its wholly-owned
subsidiary Sitka Restaurant Group, Inc. ("Sitka"). On November 12, 1998, Sitka
entered into a license agreement (the "License Agreement") with World
Championship Wrestling, Inc. ("WCW") to create and develop the Nitro Grill. The
License Agreement commenced on May 17, 1999, the date the Nitro Grill opened.
The Company agreed to guarantee all payments due from Sitka to WCW. On November
19, 1998, Sitka entered into a ten year lease for restaurant space (the "Lease")
with New Castle Corp. ("New Castle") for the location of the Nitro Grill in the
Excalibur Hotel and Casino in Las Vegas, Nevada. The Company expended
approximately $1,915,000 to develop the Nitro Grill.
Pursuant to the terms of the License Agreement and the Lease, Sitka was
required to give the WCW and New Castle 120 days prior written notice of the
termination of the License Agreement and the Lease. The Company is currently
negotiating with both the WCW and New Castle regarding any payments due the WCW
and New Castle in connection with the closing of the Nitro Grill which could
result in an additional charge to the Company.
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Item 7. Exhibits.
99.1 Press Release of American Vantage Companies, dated September
28, 2000.
99.2 Press Release of American Vantage Companies, dated October 9,
2000.
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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.
AMERICAN VANTAGE COMPANIES
(Registrant)
Date: October 12, 2000 By: /s/Ronald J. Tassinari
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Ronald J. Tassinari
President
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release of American Vantage Companies, dated September 28,
2000.
99.2 Press Release of American Vantage Companies, dated October 9,
2000.
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