PANTHER MOUNTAIN WATER PARK INC /DE/
8-K, 1998-05-13
MISCELLANEOUS AMUSEMENT & RECREATION
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                     U.S. 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 SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): January 11, 1998





                        PANTHER MOUNTAIN WATER PARK, INC.
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             (Exact name of registrant as specified in its charter)


 Delaware                             33-14842                  22-2808173
- ----------------------------   ------------------------    --------------------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
of incorporation)                                           Identification No.)

 Frontier Town, North Hudson, New York                      12855
- -----------------------------------------                 ----------
(Address of principal executive offices)                  (Zip code)


                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)




      Registrant's telephone number, including area code: (518) 532-7181

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Item 5.  Other Events

         On May 6, 1998, Frontier Town-Missouri, Inc. (formerly Panther Mountain
Missouri,  Inc.), a Missouri  corporation  and a wholly-owned  subsidiary of the
Registrant  ("FTMO"),  received a special  use  permit  from the board of zoning
appeals of Stone  County,  Missouri with respect to  approximately  249 acres of
land in Stone County, Missouri in the vicinity of Branson, Missouri,  permitting
FTMO to develop such land for commercial purposes.

         Until  January 11,  1998,  the  Registrant  and FTMO were parties to an
agreement dated January 10, 1997 with Venture Resources L.L.C. ("VR"), a limited
liability company organized under the laws of the State of New York, pursuant to
which,  among  other  things,  VR was to  contribute  $10,000,000  to  FTMO.  In
connection  with such  agreement and prior to its  termination,  VR had acquired
approximately 600 acres in Stone County,  Missouri adjacent to the approximately
249 acres  owned by FTMO and put the title to such  additional  600 acres in the
name of FTMO.  On January 10,  1998,  the  Registrant  and FTMO  terminated  the
agreement with VR due to VR's failure to make the required  $10,000,000  capital
contribution  to FTMO.  The  Registrant and FTMO are in the process of unwinding
the  transactions  between  them and VR and  intend  that FTMO will  retain  the
approximately  600 acres in Stone  County,  Missouri  acquired  through  VR. The
Registrant and FTMO are currently pursuing other avenues of financing.




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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.


Dated: May 13, 1998                     PANTHER MOUNTAIN WATER PARK, INC.


                                        /s/ Kenneth P. DelaFrange
                                        ____________________________________
                                        Kenneth P. DelaFrange, President





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