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OMB Number: 3235-0145
Expires: August 31, 1999
UNITED STATES Estimated average burden
SECURITIES AND EXCHANGE COMMISSION hours per expense....14.90
WASHINGTON, D.C. 20549 ----------------------------
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
No Par Value Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
517668
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Perry Rogers Copy to: Anthony D. Decello
Agassi Enterprises, Inc. Investment Advisors
3960 Howard Hughes Parkway, Suite 750 International, Inc.
Las Vegas, Nevada 89109 IMG Center, Suite 100
(702) 227-5700 1360 East 9th Street
Cleveland, Ohio 44114-1782
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
page 2 of 22
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CUSIP No. 517668
-----------------
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
ASI Group, L.L.C. 34-1875738
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) X
---------------------------------------------------------------------
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3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions) Affiliate (AF)
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization Nevada
- --------------------------------------------------------------------------------
7 Sole Voting Power 2,651,265 (including options to
acquire 347,975 shares)
Number Of --------------------------------------------------------------
Shares Bene-
ficially 8 Shared Voting Power 0
Owned by Each --------------------------------------------------------------
Reporting
Person With 9 Sole Dispositive Power 2,651,265 (including options to
acquire 347,975 shares)
--------------------------------------------------------------
10 Shared Dispositive Power 0
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,651,265
(including options to acquire 347,975 shares)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 31.25
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
(OO) Other
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)]
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 3
page 3 of 22
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CUSIP No. 517668
-----------------
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
James Earl Rogers
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) X
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3 SEC Use Only
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4 Source of Funds (See Instructions) Other (00)
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6 Citizenship or Place of Organization Nevada
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
Number Of --------------------------------------------------------------
Shares Bene-
ficially by 8 Shared Voting Power 2,651,265 (including options to
Owned by Each acquire 347,975 shares)
Reporting --------------------------------------------------------------
Person With
9 Sole Dispositive Power 0
--------------------------------------------------------------
10 Shared Dispositive Power 2,651,265 (including options to
acquire 347,975 shares)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,651,265
(including options to acquire 347,975 shares)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 31.25
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
Individual (IN)
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)]
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 4
page 4 of 22
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CUSIP No. 517668
-----------------
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Andre K. Agassi
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
---------------------------------------------------------------------
(b) X
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3 SEC Use Only
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4 Source of Funds (See Instructions) Personal Funds (PF)
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5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
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6 Citizenship or Place of Organization Nevada
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
Number Of --------------------------------------------------------------
Shares Bene-
ficially by 8 Shared Voting Power 2,651,265 (including options to
Owned by Each acquire 347,975 shares)
Reporting --------------------------------------------------------------
Person With
9 Sole Dispositive Power 0
--------------------------------------------------------------
10 Shared Dispositive Power 2,651,265 (including options to
acquire 347,975 shares)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,651,265
(including options to acquire 347,975 shares)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 31.25
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
Individual (IN)
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)]
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 5
page 5 of 22
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CUSIP No. 517668
-----------------
- --------------------------------------------------------------------------------
1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Perry Craig Rogers
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
---------------------------------------------------------------------
(b) X
---------------------------------------------------------------------
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Source of Funds (See Instructions) Personal Funds (PF) and other (OO)
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization Nevada
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
Number Of --------------------------------------------------------------
Shares Bene-
ficially by 8 Shared Voting Power 2,651,265 (including options to
Owned by Each acquire 347,975 shares)
Reporting --------------------------------------------------------------
Person With
9 Sole Dispositive Power 0
--------------------------------------------------------------
10 Shared Dispositive Power 2,651,265 (including options to
acquire 347,975 shares)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,651,265
(including options to acquire 347,975 shares)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 31.25
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
Individual (IN)
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)]
(3) The 3rd row is for SEC internal use; please leave blank.
2
<PAGE> 6
page 6 of 22
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CUSIP No. 517668
-----------------
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Sunbelt Communications Company 88-0229427
- --------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) X
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3 SEC Use Only
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4 Source of Funds (See Instructions) Bank (BK)
- --------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e)
- --------------------------------------------------------------------------------
6 Citizenship or Place of Organization Nevada
- --------------------------------------------------------------------------------
7 Sole Voting Power 0
Number Of --------------------------------------------------------------
Shares Bene-
ficially by 8 Shared Voting Power 2,651,265 (including options to
Owned by Each acquire 347,975 shares)
Reporting --------------------------------------------------------------
Person With
9 Sole Dispositive Power 0
--------------------------------------------------------------
10 Shared Dispositive Power 2,651,265 (including options to
acquire 347,975 shares)
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,651,265
(including options to acquire 347,975 shares)
- --------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) N/A
- --------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
Corporation (CO)
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INSTRUCTIONS FOR COVER PAGE
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check
row 2(b)]
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 7
page 7 of 22
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CUSIP No. 517668
NOTES TO SCHEDULE 13D FOR
ANDRE K. AGASSI
1. The Reporting Person shares voting and dispositive power as described
in Item 5 of this Schedule 13D.
2. The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 of the Securities Act of 1934, as amended. See
Item 5 of this Schedule 13D.
<PAGE> 8
page 8 of 22
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CUSIP No. 517668
NOTES TO SCHEDULE 13D FOR
SUNBELT COMMUNICATIONS COMPANY
1. The Reporting Person shares voting and dispositive power as described
in Item 5 of this Schedule 13D.
2. The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 of the Securities Act of 1934, as amended. See
Item 5 of this Schedule 13D.
<PAGE> 9
page 9 of 22
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CUSIP No. 517668
NOTES TO SCHEDULE 13D FOR
PERRY CRAIG ROGERS
1. The Reporting Person shares voting and dispositive power as described
in Item 5 of this Schedule 13D.
2. The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 of the Securities Act of 1934, as amended. See
Item 5 of this Schedule 13D.
<PAGE> 10
page 10 of 22
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CUSIP No. 517668
NOTES TO SCHEDULE 13D FOR
JAMES EARL ROGERS
1. The Reporting Person shares voting and dispositive power as described
in Item 5 of this Schedule 13D.
2. The Reporting Person disclaims beneficial ownership of these shares
pursuant to Rule 13d-4 of the Securities Act of 1934, as amended. See
Item 5 of this Schedule 13D.
<PAGE> 11
page 11 of 22
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CUSIP No. 517668
ITEM 1. SECURITY AND ISSUER
The title and class of equity securities to which this Schedule 13D
relates is the Common Stock, no par value per share (the "Common Stock") of Las
Vegas Discount Golf & Tennis, Inc., a Colorado corporation (the "Company"). The
principal executive offices of the Company are located at 5325 South Valley View
Boulevard, Suite 10, Las Vegas, Nevada 89118.
ITEM 2. IDENTITY AND BACKGROUND
(a, b, c and f) This Schedule 13D is being filed by the following
persons:
(i) ASI Group, L.L.C. (the "Reporting Person"), a Nevada
limited liability company engaged in the business of
investing in securities; its principal business
address and its principal office address is 3960
Howard Hughes Parkway, Suite 750, Las Vegas, Nevada
89109; and
(ii) Andre K. Agassi ("Agassi"), an individual, a United
States citizen, having a business address at Agassi
Enterprises, Inc., 3960 Howard Hughes Parkway, Suite
750, Las Vegas, Nevada 89109; Agassi is a
professional tennis player; the services of Agassi
are offered through his wholly owned service
corporation, Agassi Enterprises, Inc., a Nevada
corporation; the principal business address of Agassi
Enterprises, Inc. is 3960 Howard Hughes Parkway,
Suite 750, Las Vegas, Nevada 89109; and
(iii) Sunbelt Communications Company ("Sunbelt"), a Nevada
corporation, engaged in the business of broadcasting;
its business address and its principal office is 1500
Foremaster Lane, Las Vegas, Nevada 89101; and
(iv) James Earl Rogers ("JRogers"), an individual, a
United States citizen, having a business address at
1500 Foremaster Lane, Las Vegas, Nevada 89101;
JRogers is engaged in the business of radio and
television broadcasting and owns television stations
through his wholly-owned corporation, Sunbelt
Communications Company, a Nevada corporation; the
principal business address of Sunbelt Communications
is 1500 Foremaster Lane, Las Vegas, Nevada 89101; and
(v) Perry Craig Rogers ("PRogers"), an individual, a
United States citizen, having a business address at
Agassi Enterprises, Inc., 3960 Howard Hughes Parkway,
Suite 750, Las Vegas, Nevada
<PAGE> 12
page 12 of 22
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89109; PRogers is engaged in the business of acting
as an attorney and business manager; his principal
business address is at Agassi Enterprises, Inc.,
3960 Howard Hughes Parkway, Suite 750, Las Vegas,
Nevada 89109;
Agassi, Sunbelt and PRogers are the sole members and sole
owners of the Reporting Person. JRogers is a controlling
shareholder of Sunbelt.
Exhibit 2.1 which is attached hereto and incorporated herein in its
entirety by reference, sets forth the name, residence address or business
address and certain employment information and citizenship of each of the
executive officers and directors of Sunbelt.
(d and e) None of the Reporting Person, Agassi, JRogers, PRogers or
Sunbelt or to the best knowledge of the Reporting Person or Sunbelt, the persons
listed in Exhibit 2.1, has, during the past five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Two Million Three Hundred Three Thousand Two Hundred Ninety (2,303,290)
shares of Common Stock were purchased by the Reporting Person with funds
aggregating $2,500,000. Said funds were provided from personal funds of
affiliates of the Reporting Person, proceeds of bank loans taken by Sunbelt and
other funds of affiliates of the Reporting Person. Sunbelt obtained funds for
this transaction from an additional draw (the "Draw") on an existing loan
between AT&T Commercial Finance Corporation and Sunbelt. The Draw is in the
amount of $1.2 million and bears interest at the commercial paper rate at the
close of business on the first business day of every month plus 2.5%. Sunbelt is
required to make monthly payments of principal and interest through June 1,
2008. In connection with such purchase the Reporting Person was also issued
options to purchase up to Three Hundred Forty Seven Thousand Nine Hundred
Seventy Five (347,975) shares of Common Stock for a price of $1.8392 per share.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Common Stock and options specified in
Item 3 for investment purposes and for the purpose of acquiring an indirect
equity interest in Saint Andrews Golf Corporation, a subsidiary of the Reporting
Person, also for investment purposes. The Reporting Person may seek to influence
the management and policies of the Company to enhance the value of all the
shares of Common Stock.
(a) Pursuant to the terms of the Investment and Voting Agreement
between the Reporting Person and the Company, the Reporting
Person and the Company also entered into an Option Agreement
pursuant to which the Reporting Person was issued options to
purchase up to Three Hundred Forty Seven Thousand Nine Hundred
Seventy Five (347,975) shares of Common Stock for a price of
$1.8392 per share. A copy of each of the Investment
<PAGE> 13
page 13 of 22
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Agreement and Voting Agreement and the Option Agreement, each
dated as of October 19, 1998 are filed as Exhibits 4.1 and 4.2
respectively to this Schedule 13D and are incorporated herein
by reference.
(b) None.
(c) None.
(d) None.
(e) None.
(f) None.
(g) None.
(h) None.
(i) None.
(j) None.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date hereof, the Reporting Person may be deemed to
be the beneficial owner of an aggregate of Two Million Six
Hundred Fifty One Thousand Two Hundred Sixty Five (2,651,265)
shares of Common Stock of the Company, representing
approximately thirty one and one-quarter percent (31.25%) of
the Common Stock of the Company, based upon the most recent
available filing of the Company with the Securities and
Exchange Commission. Of the Two Million Six Hundred Fifty One
Thousand Two Hundred Sixty Five (2,651,265) shares, Three
Hundred Forty Seven Thousand Nine Hundred Seventy Five
(347,975) shares are deemed to be beneficially owned by the
Reporting Person by reason of the fact that the Reporting
Person has options to acquire such shares.
None of Agassi, JRogers, PRogers or Sunbelt own any shares of
the Company directly but may be deemed to share beneficial
ownership of all shares of Common Stock owned by the Reporting
Person by virtue of the ownership relationship described in
Item 2.
(b) Subject to its obligations under the Investment and Voting
Agreement described in this Schedule 13D, the Reporting Person
shall have the sole power of voting and disposition with
respect to Two Million Three Hundred Three Thousand Two
Hundred Ninety (2,303,290) shares of Common Stock of the
Company; and assuming the Reporting Person exercises all the
<PAGE> 14
page 14 of 22
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options it currently owns to acquire shares of the Company's
Common Stock, the Reporting Person shall have the sole power
of voting and disposition with respect to an additional Three
Hundred Forty Seven Thousand Nine Hundred Seventy Five
(347,975) shares of Common Stock of the Company.
By reason of their ownership of the Reporting Person, each of
Sunbelt, PRogers and Agassi may be deemed to share powers of
voting and disposition with respect to Two Million Three
Hundred Three Thousand Two Hundred Ninety (2,303,290) shares
of Common Stock of the Company; and assuming the Reporting
Person exercises all the options it currently owns to acquire
shares of the Company's Common Stock, each of, PRogers, Agassi
and Sunbelt may be deemed to share powers of voting and
disposition with respect to an additional Three Hundred Forty
Seven Thousand Nine Hundred Seventy Five (347,975) shares of
Common Stock of the Company.
By reason of his ownership of Sunbelt, JRogers may be deemed
to share powers of voting and disposition with respect to Two
Million Three Hundred Three Thousand Two Hundred Ninety
(2,303,290) shares of Common Stock of the Company, and
assuming the Reporting Person exercises all the options it
currently owns to acquire shares of the Company's Common
Stock, JRogers may be deemed to share powers of voting and
disposition with respect to an additional Three Hundred Forty
Seven Thousand Nine Hundred Seventy Five (347,975) shares of
Common Stock of the Company.
By reason of their positions as executive officers and
directors of Sunbelt the persons described in Exhibit 2.1
hereto may be deemed to share powers of voting with respect to
Two Million Three Hundred Three Thousand Two Hundred Ninety
(2,303,290) shares of Common Stock of the Company; and
assuming the Reporting Person exercises all the options it
currently owns to acquire shares of the Company's Common Stock
such persons may be deemed to share powers of voting with
respect to an additional Three Hundred Forty Seven Thousand
Nine Hundred Seventy Five (347,975) shares of Common Stock of
the Company.
(c) Set forth on Exhibit 5.1, attached hereto, is information
concerning all transactions in the Company's stock by the
Reporting Person that were effected during the past sixty (60)
days. No transactions in the Company's stock were effected by
any of Agassi, PRogers, JRogers or Sunbelt or the executive
officers and directors of the Reporting Person during the past
sixty (60) days.
(d) None.
<PAGE> 15
page 15 of 22
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the terms of the Investment and Voting Agreement between
the Reporting Person and the Company, attached as Exhibit 4.1 hereto, the
Reporting Person has a right of first refusal to purchase its pro rata share of
all or any part of any shares of capital stock of the Company (or securities of
any type whatsoever that are, or may become, convertible into shares of common
or preferred stock of the Company) which the Company may propose to sell or
issue. The number of shares of Common Stock of the Company owned by the
Reporting Person by reason of purchase pursuant to the Investment and Voting
Agreement shall be adjusted in the event the Company offers to sell any shares
of its capital stock to any other person or entities at a lower price per share
than the purchase price so paid by the Reporting Person or otherwise on more
favorable terms.
Pursuant to the terms of the Option Agreement, attached as Exhibit 4.2
hereto, the Reporting Person has the option to purchase up to Three Hundred
Forty Seven Thousand Nine Hundred Seventy Five (347,975) shares of Common Stock
of the Company at a price of $1.8392 per share.
The Reporting Person has the right to demand that the Company effect a
registration under the Securities Act of 1934 of the Common Stock of the Company
purchased pursuant to the Investment and Voting Agreement or upon exercise of
the options issued pursuant to the Option Agreement or to participate in any
registration of Common Stock undertaken by the Company as long as the Reporting
Person owns at least five percent (5%) of the Company's outstanding voting
equity securities. Upon request of the Company or the underwriters managing an
underwritten offering of the Company's securities, the Reporting Person will not
sell, make any short sale of, loan, grant any option for the purchase of, or
otherwise dispose of any of the Common Stock of the Company (other than those
included in the registration) without the prior written consent of the Company
or such underwriters, as the case may be, for such period of time (not to exceed
one hundred and twenty (120) days) from the effective date of such registration
as may be requested by the underwriters; provided that the officers and
directors of the Company who own stock of the Company also agree to such
restrictions.
Pursuant to the terms of the Voting Agreement between the Reporting
Person and each of Messrs. Vaso Boreta, Ronald Boreta, and John Boreta and
Boreta Enterprises, Ltd. (collectively, "Boreta"), attached as Exhibit 6.1
hereto and incorporated by reference herein, the Reporting Person and Boreta
agreed that, while the Reporting Person is an equity owner of the Company and/or
Saint Andrews Golf Corporation ("SAGC"), each of the Reporting Person and Boreta
will (a) vote the shares of capital stock of the Company any of them is entitled
to vote as mutually agreed by the Reporting Person and Boreta (provided that no
party will be so required to vote its shares if the subject action implemented
in accordance with such mutual agreement, would in any manner adversely effect
the interests of such party or the Company or SAGC, or adversely affect the
value of
<PAGE> 16
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such shares) and (b) Boreta will, if it acquires additional capital stock of the
Company or SAGC, transfer a portion of such capital stock to the Reporting
Person so as to maintain their relative proportionate direct and indirect equity
ownership in each of the Company and SAGC.
Pursuant to the terms of the Co-Sale Agreement between the Reporting
Person and Boreta, attached as Exhibit 6.2 hereto and incorporated by reference
herein, the Reporting Person and Boreta agreed that, until the fifth anniversary
of such agreement, except with respect to certain limited transactions, if any
of Boreta proposes to sell any shares of capital stock of the Company, the
Reporting Person shall have the right to participate in such sale of capital
stock on the same terms and conditions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
*2.1 Certain information about officers and directors of Sunbelt
Communications Company.
*3.1 Amended and Restated Loan Agreement dated as of May 18, 1998,
as subsequently amended, by and between AT&T Commercial
Finance Corporation (and other financial institution who may
hereafter become parties hereto), as Lenders, AT&T Commercial
Finance Corporation, as Agent and Sunbelt Communications
Company, Valley Broadcasting Company, Yuma Broadcasting
Company, Sierra Broadcasting Company, Oregon Trail
Broadcasting Company, Falls Broadcasting Company, Two Ocean
Broadcasting Company, Sierra Radio Company, Radio News
Company, Ruby Mountain Broadcasting Company and Beartooth
Communications Company, as Borrowers.
*4.1 Investment and Voting Agreement, dated as of October 19, 1998,
by and between ASI Group, L.L.C. and Las Vegas Discount Golf &
Tennis, Inc.
*4.2 Option Agreement, dated as of October 19, 1998, by and between
ASI Group, L.L.C. and Las Vegas Discount Golf & Tennis, Inc.
*5.1 Transactions by ASI Group, L.L.C. in Las Vegas Discount Golf &
Tennis, Inc. stock
*6.1 Voting Agreement dated as of October 19, 1998, by and among
ASI Group, L.L.C. and Messrs. John Boreta, Ronald Boreta and
Vaso Boreta and Boreta Enterprises Ltd.
*6.2 Co-Sale Agreement, dated as of October 19, 1998, by and among
<PAGE> 17
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ASI Group, L.L.C., Las Vegas Discount Golf & Tennis, Inc. and
Messrs. John Boreta, Ronald Boreta and Vaso Boreta and Boreta
Enterprises Ltd.
* 7.1 Agreement, dated as of October 19, 1998, by and among Andre K.
Agassi, James Earl Rogers, Perry Craig Rogers, ASI Group,
L.L.C. and Sunbelt Communications Company relating to the
filing of a joint acquisition statement.
* 7.2 Power of Attorney of James Earl Rogers.
-----------
*Previously filed
<PAGE> 18
page 18 of 22
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 19, 1998
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Date
/s/ Perry Craig Rogers
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Signature
ASI Group, L.L.C., by Perry Craig Rogers, member
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Name/Title
<PAGE> 19
page 19 of 22
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 19, 1998
-----------------------------------------------------------------------
Date
/s/ Perry Craig Rogers
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Signature
Perry Craig Rogers
-----------------------------------------------------------------------
Name/Title
<PAGE> 20
page 20 of 22
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 19, 1998
-----------------------------------------------------------------------
Date
/s/ Andre K. Agassi
-----------------------------------------------------------------------
Signature
Andre K. Agassi
-----------------------------------------------------------------------
Name/Title
<PAGE> 21
page 21 of 22
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 19, 1998
-----------------------------------------------------------------------
Date
/s/ James Earl Rogers, by Perry Craig Rogers, attorney-in-fact
-----------------------------------------------------------------------
Signature
Sunbelt Communications Company by James Earl Rogers, President
by Perry Craig Rogers, attorney-in-fact
-----------------------------------------------------------------------
Name/Title
<PAGE> 22
page 22 of 22
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 19, 1998
-----------------------------------------------------------------------
Date
/s/ James Earl Rogers
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Signature
James Earl Rogers
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Name/Title
