Securities and exhange commission
Washington, D.C. 20549
For registration of certain classes of securities
pursuant to section 12(b) or (g) of the
securities exchange act of 1934
Continental Wellness Casinos Trust
(Exact name of registrant as specified in its charter)
Nevada 84-0687501
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
2205 Purple Majesty Court, Las Vegas, Nevada 89117-2747
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant ot Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
Equity Unit Stock $0.003 Class "A" New York Stock Exchange
Equity Unit Stock $1.00 Class "B"
Securities to be registered lursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrants Securities
to be Registered
Equity Unit Stock, $0.003 Class A and $1.00 Class B
The capital stock of Continental Wellness Casinos Trust to be registered
on the New York Stock Exchange, Inc. (the Exchange), is the Registrants
Common Stock with a par value of $0.003 Class A and $1.00 Class B holder of
stock are entitled to one vote per share at all meetings of stockholders.
Dividends that may be declared on the none will be paid in an equal amount
to the holder of each share. No pre-emptive rights are conferred upon the
holders of such stock and there are no liquidation or conversion rights. Nor
are there any redemption or sinking fund provisions and there is no
liability to further calls or to assessments by the Registrant.
Certain provisions of the Companys Certificate of Trust were designed to
make the Company a less attractive target for acquisition by an outsider
who does not have the support of the Companys Trust. These provisions:
(1) provide that only the Chairman of the Board of Directors, the President
of the Chairman of the Executive Committee have the power to call a Special
Meeting of shareholders; (2) provide that the shareholders may amend the
Companys by-laws only by the affirmative vote of 75% or more of the shares
intitled to vote: (3) provide for a classified Board; (4) provide that
directors may only be removed by the affirmative vote of 75% or more of
the shares entitled to vote; (5) provide that nominations may be made
only by written notice; (6) provide that certain business
transactions will require the affirmative vote of the holders of at
least 75% of the shares entitled to vote; and (7) provide that at
least 75% of the shares entitled to vote must approve certain amendments
to the Certificate of Incorporation. While the foregoing provisions will not
necessarily prevent take-over attempts, they should discourage an attempt to
obtain control of the Company in a transaction not approved by the Companys
Board of Trustee by making it more difficult for a third party to obtain
control in a short time and impose its will on the remaining shareholders
of the Company.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be supplied to the
New York Stock Exchange Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Continental Wellness Casinos Trust
By (s) Fred Cruz
Fred Cruz
President and CEO
Dated: June 18, 1998
