FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
May 15, 1997
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Date of Report (Date of earliest event reported)
ILX Incorporated
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(Exact name of Registrant as specified in its charter)
ARIZONA
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(State or other
jurisdiction of
incorporation)
33-16122 86-0564171
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(Commission File (I.R.S. Employer
Number) Identification No.)
2111 E. Highland, Suite 210, Phoenix, AZ 85016
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(Address of principal executive offices) (Zip Code)
(602) 957-2777
Registrant's telephone number, including area code
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Item 5. Other Events.
On October 30, 1996, ILX Incorporated ("ILX") entered into an Agreement
for Purchase and Sale (the "Agreement") with Debbie Reynolds Hotel & Casino,
Inc., a Nevada corporation, ("DRHC") (OTC: DEBI) and Debbie Reynolds Resorts,
Inc., a Nevada corporation, ("DRC") whereby ILX could acquire, among other
assets, the physical assets constituting the Debbie Reynolds Hotel & Casino in
Las Vegas, Nevada. The purchase price for the assets was $16,800,000 and was
payable by issuance to DRHC of $7,500,000 worth of federally registered ILX
common stock valued for purposes of the transaction at $2.00 per share
(totalling 3,750,000 shares), as well as payment of $4,200,000 in cash and ILX's
assumption of $5,100,000 in mortgage indebtedness.
Consummation of the transaction was contingent on, among other things,
satisfaction of various conditions by the sellers and the completion of ILX's
due diligence investigation. On May 15, 1997, ILX transmitted the required
formal written notice of its election to cancel and terminate the Agreement (the
"Election Notice") effective immediately, although ILX's management remains
hopeful that the parties may yet structure some other type of strategic
relationship involving the Debbie Reynolds Hotel & Casino.
Item 7. Financial Statements and Exhibits.
The Exhibits required by Item 601 of Regulation S-K have been supplied
as follows:
Exhibit
Numbers Description of Exhibit Page No.
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10 Election Notice 4
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SIGNATURES
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.
ILX Incorporated,
an Arizona corporation
/s/ Nancy J. Stone
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Nancy J. Stone
President
Date: May 16, 1997
[ILX LETTERHEAD]
May 15, 1997
VIA FEDERAL EXPRESS AND FACSIMILE
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Debbie Reynolds Hotel & Casino, Inc.
Debbie Reynolds Resorts, Inc.
Debbie Reynolds Management Company, Inc.
Todd Fisher
Chief Executive Officer
Debbie Reynolds Hotel & Casino, Inc.
305 Convention Center Drive
Las Vegas, Nevada 89109
Re: Cancellation of Agreement for Purchase and Sale
Dear Todd:
This letter is to serve as the required formal written notice of our election to
cancel and terminate that certain Agreement for Purchase and Sale dated October
30, 1996, by and between ILX Incorporated (as Buyer) and Debbie Reynolds Hotel &
Casino, Inc., and Debbie Reynolds Resorts, Inc., (collectively as Seller),
effective immediately. Since, to the best of our knowledge, the subject
Agreement was never placed in escrow nor executed by the Escrow Agent (and no
notice address is provided in the subject Agreement), we are not transmitting
notice to Escrow Agent.
With those formalities behind us, and on a personal note, I want to say what a
pleasure it has been working with you, David, and the other members of your
staff in connection with this transaction. We remain hopeful that we will be in
a position to restructure our relationship along the lines we discussed in Las
Vegas last week, and we are looking forward to our continued association
relative to the Red Rock Collection line of personal care products.
If you have any questions, please don't hesitate to contact me.
Sincerely,
/s/ Joseph P. Matori
Joseph P. Matori
Chairman
Copy to: David Crabtree, Matthew Q. Callister
Copy to: Nancy Stone, Sam Ciatu
