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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 10, 1999
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
______________
Not Applicable
_______________________________________________________________________
(Former Name, Address and Former Fiscal Year, if Changed Since Last
Report)
1 of 3
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American Gaming & Entertainment, Ltd.
SEC Form 8-K
Item 2. Acquisition or Disposition of Assets
On August 10, 1999, the Company, with the concurrence of AMGAM
Associates ("AMGAM"), American Gaming and Resorts of Mississippi, Inc.
("AGRM") (each a wholly-owned subsidiary of the Company), the Committee
for the Unsecured Creditors of AMGAM, the Committee for the Unsecured
Creditors of AGRM, IGT, and Shamrock Holdings Group, Inc. (collectively
with AGEL, the "AGEL Group") sold the Gold Coast Barge to The President
Riverboat Casino-Mississippi, Inc. ("Purchaser"). Pursuant to the sale
agreement (the "Agreement"), the Purchaser paid $1,000,000 and
delivered a promissory note in the amount of $5,827,500 to the Payment
Agent (as defined below). Such note is payable, without interest
(subject to a charge of 12% per annum for any delinquent payments), in
monthly installments of $290,000 on the first day of each month
beginning on September 1, 1999 and continuing through March 1, 2000,
with a payment of $145,000 on April 1, 2000 and the balance due and
payable on April 15, 2000. The note may be prepaid without penalty and
is subject to acceleration upon certain specified events of default.
The Purchaser delivered to the AGEL Group a security agreement,
preferred ship mortgage and guaranty by President Casinos, Inc., an
affiliate of the Purchaser, to secure the payments under such
promissory note. Upon closing, all lawsuits filed by the Purchaser and
its affiliates and the members of the AGEL Group against each other
were dismissed. The Agreement was previously filed as Exhibit 10.27 to
the Company's Quarterly Report on Form 10-QSB for the quarterly period
ended June 30, 1999 (the "June 1999 10-Q").
As previously disclosed in the June 1999 10-Q, an affiliate of the
Purchaser had been chartering the Golden Coast Barge from the Company
and the purchase price for the Golden Coast Barge was calculated as
$5,000,000 plus all remaining charter payments.
As of June 30, 1999, the Company depreciated the Gold Coast Barge to a
book value of $6,827,500. Accordingly, the Company will not recognize
any gain or loss upon the sale. The only financial statement impact of
the sale will be a decrease in long-term assets (Casino barge and
improvements) of $6,827,500 and a corresponding increase in short-term
assets (Restricted cash and Note receivable).
Additionally, on August 10, 1999, pursuant to the Agreement, the
Purchaser paid $900,000 to the Payment Agent in full satisfaction of
all remaining payments due from an affiliate of the Purchaser to AMGAM
relating to the purchase of all of the furniture, fixtures and
equipment, including certain slot machines, formerly used in the
operation of a casino owned by AMGAM.
The amounts paid by Purchaser pursuant to the Agreement are being held
by an escrow agent (the "Payment Agent") and shall be disbursed
according to the confirmed joint plan of liquidation in the AMGAM and
AGRM bankruptcy cases (the "Plan") previously disclosed in the June
1999 10-Q.
As previously disclosed in the June 1999 10-Q, Shamrock orally notified
the Company in 1998 that any payments to be disbursed to the Company
and/or Shamrock pursuant to the Plan should be paid to Shamrock to
reduce the Company's indebtedness to Shamrock.
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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 16, 1999
By: J. DOUGLAS WELLINGTON
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J. DOUGLAS WELLINGTON
President and Chief Executive
Officer and Principal Accounting
Officer
