<PAGE>
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): June 5,
1998
American Gaming & Entertainment, Ltd.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
0-19049 74-2504501
(Commission (IRS
Employer
File Number)
Identification No.)
One Woodland Avenue, Paramus, New Jersey 07652
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (609)
822-8505
Not Applicable
(Former Name, Address and Former Fiscal Year, if Changed Since
Last Report)
1 of 3<PAGE>
American Gaming & Entertainment, Ltd.
SEC Form 8-K
Item 5. Other Events
The Registrant has a 24.5% beneficial equity interest (the "RSR
Interest") in RSR, LLC, representing the equivalent of a 4.9%
equity interest in a riverboat gaming and entertainment complex in
the City of Rising Sun, Indiana on the Ohio River. Legal title to
the RSR Interest has been transferred by the Registrant to NBD
Bank, N.A., as trustee ("NBD"). NBD must sell or otherwise dispose
of the RSR Interest on or before August 23, 1998 in accordance with
the provisions of a trust agreement entered into between the
Registrant and NBD. On June 5, 1998, International Game Technology,
Inc. filed a motion for pre-judgment garnishment in the Marion
Superior Court, State of Indiana, against the Registrant and NBD
Bank, N.A. as Trustee (Cause No. 49D07-9806-CP-0800). International
Game Technology, Inc. is seeking a order by such court to the
sheriff of Marion County, Indiana to seize and hold any proceeds
from the sale of the RSR Interest, pending the trial and judgment
on a complaint (the "IGT Complaint") by IGT - North America ("IGT")
against the Registrant in the Circuit Court of Harrison County,
Mississippi, Second Judicial District. The IGT Complaint seeks a
judgment against the Registrant under a guaranty agreement by the
Registrant to IGT of (i) the principal amount of approximately
$3,306,000 plus accrued interest and (ii) reasonable attorneys
fees.
As previously disclosed in the Registrant's Current Report on Form
8-K dated May 26, 1998, IGT has alleged that the settlement of the
IGT Complaint was contingent on the Registrant and Shamrock
Holdings Group, Inc., the Registrant's major stockholder and
creditor, and related entities (collectively, "Shamrock") waiving
any claim to payments made by President Mississippi Charter
Corporation to AMGAM Associates, a wholly-owned subsidiary of the
Registrant currently in bankruptcy, relating to the purchase of IGT
slot machines from AMGAM Associates. The Registrant stated in its
Current Report on Form 8-K dated May 26, 1998 that, as of May 26,
1998, Shamrock had refused to waive such claim. Such Form 8-K is
hereby amended to state that, to the best of the Registrant's
knowledge, as of May 26, 1998 Shamrock has refused to execute the
waiver of such claim requested by IGT.<PAGE>
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.
American Gaming & Entertainment, Ltd.
_____________________________________
(Registrant)
DATE: June 11, 1998
By:/s/ J. Douglas Wellington
_____________________________________
J. DOUGLAS WELLINGTON
President and Chief Executive Officer
and Principal Accounting Officer
