PLAYERS INTERNATIONAL INC /NV/
8-K, 1997-03-06
MISCELLANEOUS AMUSEMENT & RECREATION
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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):               March 3, 1997
                                                                  -------------


                           PLAYERS INTERNATIONAL, INC.

             (Exact name of registrant as specified in its charter)

    Nevada                         0-14897                    95-41745832

(State or other               (Commission File             (I.R.S. Employer
jurisdiction of                    Number)                Identification No.)
incorporation)   

                 1300 Atlantic Avenue, Suite 800
                    Atlantic City, New Jersey                   08402

               (Address of principal executive offices)      (Zip Code)

  Registrant's telephone number, including area code:      (609) 449-7777

                                (Not applicable)

          (Former name or former address, if changed since last report)



<PAGE>




Item 5.  Other Events

     On March 3, 1997, the Registrant announced, via press release, that it
entered into a definitive agreement for the sale of its Mesquite, Nevada casino
resort. The full text of this press release is attached hereto as Exhibit 99.1,
which is incorporated herein by reference.









                                      -2-

<PAGE>



Item 7.  Financial Statements and Exhibits

                                    EXHIBITS

Exhibit No.                      Exhibit Description
- -----------                      -------------------

   99.1                    Press Release dated March 3, 1997.


                                                     
   




                                   -3-

<PAGE>



                                    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.

                                    PLAYERS INTERNATIONAL, INC.
                                    (Registrant)

                                    By /s/  Peter J. Aranow
                                       -----------------------------------
                                       Peter J. Aranow
                                       Executive Vice President - Finance

Dated:  March 6, 1997






                                       -4-




<PAGE>


                                                                    Exhibit 99.1


          PLAYERS INTERNATIONAL ANNOUNCES DEFINITIVE AGREEMENT TO SELL
                   MESQUITE, NEVADA PROPERTY FOR $30.5 MILLION

     Atlantic City, New Jersey, March 3, 1997 -- Players International, Inc.
(Nasdaq:PLAY) today announces that it has signed a definitive agreement to sell
its Players Island Resort Casino & Spa located in Mesquite, Nevada to RGB, LLC,
a company owned by Robert Black, Sr.

     The $30.5 million purchase price will consist of $29 million in cash and a
$1.5 million promissory note. Players expects to record a one time after-tax
loss of approximately $35 million in fiscal 1997, and to obtain a tax refund of
approximately $18 million as a result of the sale. The transaction is subject to
regulatory approvals and the receipt of certain third-party consents.

     Information contained in this press release with respect to the proposed
sale of the Mesquite property and the impact of such sale is forward-looking and
is subject to risks and uncertainties, including regulatory approvals and
third-party consents, that could impact closing and the financial consequences
of such sale. For further explanation of these risks and uncertainties, please
refer to the "Forward-Looking Information" in the Company's quarterly report on
Form 10-Q for the period ending December 31, 1996.

     Players International, Inc. is a multi-jurisdictional casino and
entertainment gaming company. The Company owns and operates riverboat casino
facilities on the Ohio River in Metropolis, Illinois and in Lake Charles,
Louisiana. A joint development with Harrah's for a casino entertainment complex
in Maryland Heights, Missouri is scheduled to open in March 1997.

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