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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
Date of Report (Date of earliest event reported): December 23, 1998
THE SANDS REGENT
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(Exact name of registrant as specified in charter)
Nevada
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(State or other jurisdiction
of incorporation)
0-14050 88-0201135
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(Commission File Number) (I. R. S. Employer Identification No.)
345 North Arlington Avenue, Reno, Nevada 89501
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(Address of principal executive offices) (Zip Code)
(702) 348-2210
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. Acquisition or Disposition of Assets.
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On December 23, 1998, The Sands Regent (the "Company") closed the
sale of all the outstanding capital stock owned by the Company in Patrician,
Inc. (Patrician), Gulfside Casino, Inc. (GCI) and Artemis, Inc. (Artemis) to
Terry W. Green ("Green") and Joel R. Carter, Sr. ("Carter") pursuant to an
Agreement entered into on November 6, 1998. Such sale includes Gulfside Casino
Partnership d.b.a. Copa Casino which is a general partnership owned by
Patrician, GCI and Artemis. The sales price was $8.5 million payable to the
Company in a down payment of $500,000 and in monthly payments of $15,000 or 2%
of gross gaming revenue, which ever is greater. All payments are to be held in
escrow as security for certain representations and warranties by the Company.
The Company anticipates that it will not record a gain or loss on such sale
until the Company's net investment in the subsidiaries of approximately
$2.6 million has been recovered from cash payments. Thereafter, the Company will
recognize future cash payments as revenue.
In addition to the sale of the outstanding capital stock of the above
subsidiaries, various legal actions with Green and Carter have also been
dismissed with prejudice.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(b) Pro Forma Financial Information
It is impracticable to provide the required pro forma financial
information at the time of filing of this report. The required
pro forma financial information will be filed within 60 days.
(c) Exhibits.
10.1 Agreement, dated November 6, 1998, by and between
Terry W. Green, Joel R. Carter, Sr., Gulfside
Casino Partnership and The Sands Regent (Exhibit
10 (a) to the Company's Form 10-Q for the Quarter
ended September 30, 1998, which is incorporated by
reference herein)
99.1 Press Release dated December 28, 1998
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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 hereunto duly authorized.
THE SANDS REGENT
By: /s/ David R. Wood
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David R. Wood, Executive Vice President,
Principal Accounting and Financial Officer
Dated: January 5, 1999
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EXHIBIT INDEX
Exhibit Page
Number Descripition No.
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10.1 Agreement, dated November 6, 1998, by and
between Terry W. Green, Joel R. Carter, Sr.,
Gulfside Casino Partnership and The Sands
Regent (Exhibit 10 (a) to the Company's Form
10-Q for the Quarter ended
September 30, 1998, which is
incorporated by reference herein) n/a
99.1 Press Release dated December 28, 1998 1
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EXHIBIT 99.1
[THE SANDS REGENT LETTERHEAD]
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NEWS RELEASE
FOR IMMEDIATE RELEASE
December 28, 1998
THE SANDS REGENT
ANNOUNCES COMPLETION and CLOSING OF SALE OF COPA CASINO
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RENO, NEVADA, December 28, 1998 -- The Sands Regent (NASDAQ-SNDS) is pleased to
announce the completion of the sale of the Copa Casino to local Mississippians.
The closing recently occurred in Gulfport, Mississippi and the initial $500,000
payment has been deposited to an escrow account for the benefit of the Company.
The total sales price of the Copa Casino, and related corporate entities, is
$8.5 million payable to The Sands Regent in a $500,000 down payment and monthly
payments of 2% of gross gaming revenues which is estimated to be approximately
$500,000 or more a year. All payments will be held in escrow as security for
certain representations and warranties by the Company which are expected to
be fulfilled within 90 days.
The various legal actions with these two former owners have also been dismissed
with prejudice, including the Mississippi Chancery Court action, the Appeal to
the Mississippi Supreme Court and the U.S. District Court action against The
Sands Regent. The two Mississippi Bankruptcy filings, for Gulfside Casino, Inc.
and Patrician, Inc., have also been dismissed.
Ferenc B. Szony, President and Chief Executive Officer of the Company, stated,
"We are extremely pleased that the sale of the Copa, and related settlement of
litigation, has become a reality. We can now go forward with positive synergy
allowing us to stabilize and improve our operations in Reno and consider other
opportunities that may benefit the Company. Besides eliminating the drain on
earnings and management's attention and efforts, this sale has also resulted in
a significant improvement to our balance sheet with working capital improving by
over $9 million."
The Sands Regent operates a 1,000 room hotel/casino located in Reno, Nevada.
This press release contains forward-looking statements regarding The Sands
Regent's results of operations and financial condition. Actual results could
differ materially from those described in this press release as a result of a
number of factors including those described in the Company's Annual Report. The
Company undertakes no obligations to revise or update any forward-looking
statements to reflect events or circumstances after the date of this release.
CONTACT: DAVID R. WOOD, Executive Vice President and Chief Financial Officer
of THE SANDS REGENT, (702) 348-2298.
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