CAPITAL GAMING INTERNATIONAL INC /NJ/
8-K, 1996-12-31
AMUSEMENT & RECREATION SERVICES
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                       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): December 23, 1996

                       CAPITAL GAMING INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

        New Jersey                  0-19128                   22-3061189
(State or other jurisdiction (Commission File Number)      (I.R.S. Employer
     of incorporation)                                     Identification No.)

         Bayport One, Suite 250
         8025 Black Horse Pike
         W. Atlantic City, New Jersey                           08232
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:           (609) 383-3333




                                 Not Applicable
         (Former name or former address, if changed from last report)



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Item 5.  Other Events.

         On December 23, 1996, Capital Gaming International, Inc., a New Jersey
corporation (the "Company"), filed a voluntary petition for reorganization
under Chapter 11 of Title 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the District of
New Jersey, Case No. 96-19829. The Company is in possession of its property and
assets and maintaining and operating its business as debtor-in-possession
pursuant to the provisions of the Bankruptcy Code. No trustee or receiver has
been appointed. A copy of the press release issued by the Company on December
23, 1996 in connection with the filing of the petition is being filed as an
Exhibit hereto and incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.

(c)  Exhibits

         99.1     Press Release of Capital Gaming International, Inc., dated
December 23, 1996.




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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.

December 30, 1996                    CAPITAL GAMING INTERNATIONAL, INC.



                                       By: /s/ William S. Papazian
                                       Name:   William S. Papazian
                                       Title:  Senior Vice President and
                                               General Counsel




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                                  EXHIBIT INDEX

Exhibit
- -------
99.1              Press Release of the Company, dated December 23, 1996










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                                                                Exhibit 99.1



AT THE COMPANY:
Edward M. Tracy
President and CEO
609-383-3333



                          CAPITAL GAMING INTERNATIONAL
                       REPORTS ON FINANCIAL RESTRUCTURING

                  ATLANTIC CITY, NEW JERSEY; December 23, 1996 -- Capital
Gaming International, Inc. (OTC Bulletin Board: GDFI) (the "Company") reported
today that it had successfully completed negotiations with its Noteholders
Steering Committee, an ad hoc committee consisting of holders of more than
two-thirds of the Company's outstanding Secured Notes ("Notes") regarding the
economic terms of the financial restructuring of the Company. As contemplated
by these negotiations, the Company today commenced its reorganization
proceedings and filed its pre-negotiated plan of reorganization in the United
States Bankruptcy Court for the District of New Jersey (the "Court").

                  The Company further reported that today's filing is the final
step toward implementing the final restructuring of the Company. The Company
contemplates that it will have its plan of reorganization confirmed by the
Court before the end of the 1st quarter of 1997.

                  Capital Gaming has interests in two wholly-owned
subsidiaries, Capital Gaming Management, Inc.  and Capital Development Gaming
Corp.  The Company's subsidiaries are multi-jurisdictional gaming companies
having gaming management

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interests with Native American tribes in several states. Today's filing does
not involve the Company's Subsidiaries and the Company does not anticipate any
need for a restructuring at the subsidiary level.

                  The Company's financial restructuring follows the successful
disposition of its New Orleans assets through the sale of its Crescent City
Capital Development Corporation subsidiary ("CCCDC") and addresses the
Company's need to reduce the remaining debt on the parent company in exchange
for equity in the parent company.

                  The Company further reported that on July 29, 1996 the
Indenture Trustee for the Company's Noteholders distributed to Noteholders, on
account of its security interests in the assets of the Company, an aggregate of
$49,986,000 in cash and notes issued by the purchaser of CCCDC ("Purchaser's
Notes"). Subsequently, in August 1996 the Purchaser's Notes totaling $28
million were redeemed by the purchaser at 100% of the principal amount plus
accrued interest.

                  Edward M. Tracy, President and CEO of Capital Gaming, stated:
"We are pleased to be taking this final step towards the financial
restructuring of the Company and to have the support of the Noteholders
Steering Committee.  The successful process of restructuring the Company's
indebtedness will provide the Company with the opportunity to continue its
growth in Native American gaming and other gaming venues."

                  Based in Atlantic City, New Jersey, Capital Gaming
International is a multi-jurisdictional casino development and

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management company with interests in the Native American gaming markets.

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