UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
SPORTS ENTERTAINMENT ENTERPRISES, INC.
(formerly"LAS VEGAS DISCOUNT GOLF & TENNIS, INC.")
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
849178
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(CUSIP Number)
Todd Wilson Copy to: James P. Beck
Agassi Enterprises, Inc. Krys Boyle Freedman & Sawyer, P.C.
3960 Howard Hughes Parkway, Suite 750 600 17th Street, #2700S
Las Vegas, Nevada 89109 Denver, Colorado 80202
(702) 227-5700 (303) 893-2300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 6, 2000
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(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 1 of 19
<PAGE>
CUSIP No. 849178
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
ASI Group, L.L.C. 34-1875738
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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) Affiliate (AF)
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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
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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)
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,651,265
(including options to acquire 347,975 shares)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13 Percent of Class Represented by Amount in Row (11) 31.25%
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14 Type of Reporting Person (See Instructions)
(OO) Other
page 2 of 19
<PAGE>
CUSIP No. 849178
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
James Earl Rogers
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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
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7 Sole Voting Power 0
Number Of ----------------------------------------------------------
Shares Bene-
ficially by 8 Shared Voting Power 0
Owned by Each
Reporting ----------------------------------------------------------
Person With
9 Sole Dispositive Power 0
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 0
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13 Percent of Class Represented by Amount in Row (11) 0%
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14 Type of Reporting Person (See Instructions)
Individual (IN)
page 3 of 19
<PAGE>
CUSIP No. 849178
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Andre K. Agassi
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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) 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 US
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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
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10 Shared Dispositive Power 2,651,265 (including options to
acquire 347,975 shares)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,651,265
(including options to acquire 347,975 shares)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13 Percent of Class Represented by Amount in Row (11) 31.25%
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14 Type of Reporting Person (See Instructions)
Individual (IN)
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page 4 of 19
<PAGE>
CUSIP No. 849178
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Perry Craig Rogers
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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) Personal Funds (PF) and other (OO)
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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
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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
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10 Shared Dispositive Power 2,651,265 (including options to
acquire 347,975 shares)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,651,265
(including options to acquire 347,975 shares)
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13 Percent of Class Represented by Amount in Row (11) 31.25%
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14 Type of Reporting Person (See Instructions)
Individual (IN)
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page 5 of 19
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CUSIP No. 849178
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1 Names of Reporting Persons.
I.R.S Identification Nos. of above persons (entities only)
Sunbelt Communications Company 88-0229427
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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)
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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
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7 Sole Voting Power 0
Number Of ----------------------------------------------------------
Shares Bene-
ficially by 8 Shared Voting Power 0
Owned by Each ----------------------------------------------------------
Reporting
Person With 9 Sole Dispositive Power 0
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10 Shared Dispositive Power 0
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11 Aggregate Amount Beneficially Owned by Each Reporting Person 0
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13 Percent of Class Represented by Amount in Row (11) 0%
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14 Type of Reporting Person (See Instructions)
Corporation (CO)
page 6 of 19
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CUSIP No. 849178
NOTES TO SCHEDULE 13D FOR
SUNBELT COMMUNICATIONS COMPANY
1. The Reporting Person previously shared voting and dispositive power
as described in Item 5 of this Schedule 13D.
2. The Reporting Person disclaimed 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.
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.
NOTES TO SCHEDULE 13D FOR
JAMES EARL ROGERS
1. The Reporting Person previously shared voting and dispositive power
as described in Item 5 of this Schedule 13D.
2. The Reporting Person disclaimed 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 7 of 19
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CUSIP No. 849178
INTRODUCTORY NOTE
On December 6, 2000, Sunbelt Communications, Inc. sold all of its interest in
ASI Group, L.L.C. to Andre K. Agassi for $10,000. As a result, Sunbelt
Communications, Inc. and James Earl Rogers no longer have any beneficialy
ownership of any shares of the Company's securities. This amended Schedule
13D is being filed to reflect the changes in the beneficial owners of the
shares and options held by ASI Group, L.L.C.
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
Sports Entertainment Enterprises, Inc. (formerly named "Las Vegas Discount
Golf & Tennis, Inc.") (the "Company"). The principal executive offices of the
Company are located at 6730 South Las Vegas Boulevard, Las Vegas, Nevada
89119.
ITEM 2. IDENTITY AND BACKGROUND
(a, b, c and f) This Amended 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
page 8 of 19
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CUSIP No. 849178
(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 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 were the sole members and sole
owners of the Reporting Person. On December 6, 2000, Sunbelt
sold all of its interest in the Reporting Person to Agassi.
JRogers is a controlling shareholder of Sunbelt.
Exhibit 2.1 which is 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
On October 19, 1998, 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. Under the terms of the Operating
Agreement of the Reporting Person among Agassi, Sunbelt and PRogers, as
members of the Reporting Person, Agassi, Sunbelt and PRogers contributed $1.2
million, $1.2 million and $100,000, respectively, to the capital of the
Reporting Person to provide such funds. Agassi obtained funds for this
transaction from personal funds. PRogers obtained funds for this transaction
from personal funds and other sources. Sunbelt obtained funds for this
transaction from an additional draw (the "Draw") on an existing loan between
AT&T Commercial Finance Corporation and Sunbelt and various of its affiliates.
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. A copy of each of the above-referenced loan
agreement and the Operating Agreement for the Reporting Person are filed as
Exhibits 3.1 and 3.2 respectively to this Schedule 13D and are incorporated
herein by reference.
page 9 of 19
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CUSIP No. 849178
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 All-American SportPark, a subsidiary of the Company, 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 and Voting Agreement and the Option Agreement,
each dated as of October 19, 1998 have been 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.
page 10 of 19
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CUSIP No. 849178
Neither Agassi nor PRogers 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. Effective December 6, 2000,
Sunbelt and JRogers no longer have any beneficial
interest in the Company's Common Stock.
(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
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 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 and Agassi 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.
(c) No transactions in the Company's stock were effected by
any of the Reporting Person, Agassi, PRogers, JRogers or
Sunbelt or the executive officers and directors of the
Reporting Person during the past sixty (60) days.
(d) None.
(e) Not applicable.
page 11 of 19
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CUSIP No. 849178
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, filed 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, filed 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"), filed 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 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.
page 12 of 19
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CUSIP No. 849178
Pursuant to the terms of the Co-Sale Agreement between the Reporting
Person and Boreta, filed 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.
Exhibit 3.2, incorporated by reference herein, is the Operating
Agreement for the Reporting Person. The Operating Agreement provides that each
member share in the profits and losses of the Reporting Person and have a vote
regarding the various actions to be taken by the Reporting Person in
proportion to the amount of capital contributed by such member to the
Reporting Person.
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.
*3.2 Operating Agreement, dated as of October 19, 1998, by and
among Andre K. Agassi, Perry Craig Rogers and Sunbelt
Communications Company.
3.3 Agreement for Purchase and Sale of Stock and all Interest
in ASI Group, L.L.C.
*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.
page 13 of 19
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CUSIP No. 849178
*6.2 Co-Sale Agreement, dated as of October 19, 1998, by and
among 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.
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*Previously filed
page 14 of 19
<PAGE>
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.
1/12/01
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Date
/s/ Perry Rogers
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Signature
ASI Group, L.L.C., by Perry Craig Rogers, member
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Name/Title
page 15 of 19
<PAGE>
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.
1/11/01
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Date
/s/ Perry Rogers
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Signature
Perry Craig Rogers
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Name/Title
page 16 of 19
<PAGE>
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.
1/11/01
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Date
/s/ Andre Agassi
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Signature
Andre K. Agassi
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Name/Title
page 17 of 19
<PAGE>
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.
1/11/01
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Date
/s/ James E. Rogers
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Signature
Sunbelt Communications Company by James Earl Rogers
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Name/Title
page 18 of 19
<PAGE>
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.
1/11/01
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Date
/s/ James E. Rogers
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Signature
James Earl Rogers
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Name/Title
page 19 of 19
