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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 THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 21, 1998
American Gaming & Entertainment, Ltd.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of
Incorporation or Organization)
0-19049 74-2504501
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(Commission (IRS Employer
File Number) Identification No.)
One Woodland Avenue, Paramus, New Jersey 07652
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (609) 822-8505
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Not Applicable
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(Former Name, Address and Former Fiscal Year, if Changed Since Last
Report)
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American Gaming & Entertainment, Ltd.
SEC Form 8-K
Item 5. Other Events
On August 21, 1998, AMGAM Associates ("AMGAM"), American Gaming and
Resorts of Mississippi, Inc. ("AGRM"), each a wholly-owned subsidiary of
the Registrant, the Official Committee of Unsecured Creditors of AMGAM
Associates (the "AMGAM Committee"), the Official Committee of Unsecured
Creditors of American Gaming and Resorts of Mississippi, Inc. (the "AGRM
Committee") and the Registrant filed a joint plan of liquidation (the
"Plan") for AMGAM and AGRM in the United States Bankruptcy Court for the
Southern District of Mississippi (the "Bankruptcy Court"). The Plan
incorporates a settlement agreement (the "Settlement Agreement") agreed
to by the Registrant, AMGAM, AGRM, Shamrock Holdings Group, Inc.
(Shamrock), the AMGAM Committee and the AGRM Committee. Pursuant to the
Plan, the Registrant would transfer to a creditors trust for the holders
of allowed claims in the bankruptcy proceedings of AMGAM and AGRM
(excluding the Registrant and Shamrock) an undivided 25% ownership
interest in the Gold Coast Casino barge and related leasehold
improvements (the "Gold Coast Barge") and an agreement (as agreed to be
amended, the "Charter Agreement"), with President Mississippi Charter
Corporation ("PMCC") whereby PMCC is leasing the Gold Coast Barge from
the Registrant, which assets will be held by a trustee (the "Mississippi
Trustee"). The Mississippi Trustee would receive and disburse in accordance
with the terms of the Plan all payments (a) received from PMCC under the
Charter Agreement, including past due arrearages, (the "PMCC Payments") and
(b) with respect to the acquisition by PMCC from AMGAM of substantially all
of the furniture, fixtures and equipment, including certain slot
machines, formerly used in the operation of the Gold Shore Casino (the
"FF&E Payments").
Pursuant to the Plan, each administrative and priority claim, as defined
in the U.S. Bankruptcy Code (the "Code"), incurred in connection with
the bankruptcy proceedings of AMGAM and AGRM would be paid in full from
the respective estates of AMGAM and AGRM in accordance with statutory
priorities pursuant to the Code.
Pursuant to the Plan, each secured claim (excluding a first preferred
ship mortgage (the "Ship Mortgage") held by Shamrock on the Gold Coast
Barge) would be either paid in full from the sale of the related
collateral or satisfied in full by abandoning the collateral to the
secured creditor.
Pursuant to the Plan, each unsecured claim, excluding any claims of the
Registrant and Shamrock, ("Third Party Claims") would be paid from the
assets of the respective estates of AMGAM and AGRM, including (a) the
funds remaining in an escrow account for the benefit of the creditors of
AMGAM and AGRM, (b) all FF&E Payments made since October 1, 1995, (c) an
arrearage settlement payment of approximately $381,000 from PMCC, (d) a
monthly payment of approximately $54,000 from the PMCC Payments (which
total approximately $215,000 per month), retroactive to December 1, 1997
and through April 15, 2000, (e) 25% of the net proceeds of a sale of the
Gold Coast Barge, if any, and (f) a payment of $82,000, to be paid
equally by the Registrant and Shamrock. Most Third Party Claims would be
paid on a pro rata basis, however, certain Third Party Claims would only
be paid after all other Third Party Claims are paid.
Pursuant to the Plan, the Registrant's and Shamrock's unsecured claims
and the Ship Mortgage (in the collective claimed amount of $33,000,000)
would be paid from (a) an arrearage settlement payment of approximately
$1,144,000 from PMCC, (b) a monthly payment of approximately $161,000
from the PMCC Payments, retroactive to December 1, 1997 and through
April 15, 2000, and (c) 75% of the net proceeds of a sale of the Gold
Coast Barge, if any. As previously disclosed, the Registrant has entered
into an agreement with Shamrock pursuant to which Shamrock will receive
(a) 60% of any PMCC Payments, including the collective arrearage
settlement payments from PMCC, and (b) 67.5% of any net proceeds from the
sale of the Gold Coast Barge, if any, which amounts, collectively, will
reduce the Registrant's indebtedness to Shamrock.
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Pursuant to the Plan, all equity interests in AMGAM and AGRM would be
canceled as of the effective date of the Plan.
The amounts to be paid to creditors would be subject to the claim
allowance process in the AMGAM and AGRM bankruptcies, pursuant to which
all allowed claim amounts, in the order set forth above, would be fixed
for purposes of distributions under the Plan.
There can be no assurance that that the creditors in the AMGAM and AGRM
bankruptcy proceedings will approve the Plan in accordance with the
provisions of the Code or that the Plan will thereafter be confirmed by
the Bankruptcy Court.
For further information regarding AMGAM, AGRM and the Registrant's
investments in Mississippi, see the Registrant's Annual Report on Form
10-KSB for the year ended December 31, 1997.
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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.
American Gaming & Entertainment, Ltd.
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(Registrant)
DATE: August 25, 1998
By: J. DOUGLAS WELLINGTON
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J. DOUGLAS WELLINGTON
President and Chief Executive Officer and
Principal Accounting Officer
