<PAGE 1>
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 14, 1999
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 5
<PAGE 2>
American Gaming & Entertainment, Ltd.
SEC Form 8-K
Item 4. Changes in Registrant's Certifying Accountant
_____________________________________________
On June 14, 1999, the Registrant appointed Mintz Rosenfeld & Company LLC
as the Company's independent public accountants and such firm accepted
such appointment effective as of that date. Mintz Rosenfeld had not been
previously engaged by the Company. The Company also notified Deloitte &
Touche LLP that the Company was changing accountants as of such date.
The change of accountants was approved by the Audit Committee of the
Board of Directors of the Company and the Board of Directors of the
Company.
The reports of Deloitte & Touche LLP on the Company's for the fiscal
years ended December 31, 1997 and 1998 contained disclaimers of opinion
because of the possible material effects of the Company's recurring
losses, negative working capital, available cash, stockholders'
deficiency, defaults under the Company's debt agreements, uncertainties
relating to the liquidation of certain of the Company's subsidiaries,
uncertainties relating to the bankruptcy of, and charges relating to
affiliates of, the Company's major stockholder and creditor. For the
fiscal years ended December 31, 1997 and 1998 and the subsequent interim
period, there have been no disagreements with Deloitte & Touche LLP on
any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which, if not resolved to the
satisfaction of Deloitte & Touche LLP, would have caused Deloitte &
Touche LLP to make reference to the matter in its audit report.
The Company requested Deloitte & Touche LLP to furnish a letter to the
Company addressed to the Securities and Exchange Commission stating
whether it agrees with the foregoing statements. Such letter, which does
not indicate any disagreement with the foregoing statements, is attached
as Exhibit 1 to this Form 8-K.
<PAGE 3>
Item 7. Financial Statements and Exhibits
_________________________________
(a) Exhibits
Exhibit Number Description
1 Letter dated June 21, from Deloitte & Touche LLP
to the Securities and Exchange Commission.
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 21, 1999
By: J. DOUGLAS WELLINGTON
_______________________________
J. DOUGLAS WELLINGTON
President and Chief Executive
Officer and
Principal Accounting Officer
<PAGE 4>
EXHIBIT INDEX
Exhibit Number Description Page
1 Letter dated June 21, from Deloitte & Touche
LLP to the Securities and Exchange Commission. 5
<PAGE>
EXHIBIT 1
Deloitte & Touche LLP Telephone:(215) 246-2300
Twenty-Fourth Floor Facsimile: (215) 569-2441
1700 Market Street
Philadelphia, Pennsylvania 19103 -3984
June 21, 1999
Mr. J. Douglas Wellington
President and Chief Executive Officer and
Principal Accounting Officer
American Gaming & Entertainment, Ltd.
One Woodland Avenue
Paramus, New Jersey 07652
Dear Mr. Wellington:
This is to confirm that the client-auditor relationship between American
Gaming & Entertainment, Ltd. (Commission File No. 0-19049) and Deloitte
& Touche LLP has ceased.
Very truly,
DELOITTE & TOUCHE LLP
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
