<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 1999
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
------------- -------------
COMMISSION FILE NO.: 0-25244
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TRANS WORLD GAMING CORP.
(Exact name of small business issuer as specified in its charter)
NEVADA 13-3738518
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE PENN PLAZA, SUITE 1503 10119-0002
NEW YORK , NY (Zip Code)
(Address of principal executive offices)
Issuer's telephone number, including area code: (212) 563-3355
--------------------
Check whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. YES / / NO /X/
Shares of the Registrant's Common Stock, par value $.001, outstanding as of
August 27, 1999: 3,364,286
Transitional Small Business Disclosure Format (check one: YES / / NO /X/)
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<PAGE>
TRANS WORLD GAMING CORP. HEREBY AMENDS AND RESTATES IN ITS ENTIRETY THE
FORM 10-QSB FOR THE FISCAL QUARTER ENDED MARCH 31, 1999. THIS AMENDMENT AND
RESTATEMENT IS THE RESULT OF A REVIEW BY OUR INDEPENDENT AUDITORS, ROTHSTEIN
KASS & CO. THE PURPOSE OF THE AMENDMENT IS TO MAKE CORRECTIONS AS DESCRIBED IN
NOTE 5. (ENTITLED "RESTATEMENT OF CERTAIN TRANSACTIONS AS OF MARCH 31, 1999")
TO THE FINANCIAL STATEMENTS APPEARING IN THIS REPORT.
TRANS WORLD GAMING CORP. AND SUBSIDIARIES
FORM 10-QSB/A
FOR THE QUARTER ENDED MARCH 31, 1999
INDEX
PART 1--FINANCIAL INFORMATION
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
CONDENSED CONSOLIDATED BALANCE SHEET AMENDED AS OF MARCH 31, 1999 1
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (AMENDED) 2
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (AMENDED) 3
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (AMENDED) 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS 5
</TABLE>
PART II--OTHER INFORMATION
<TABLE>
<S> <C> <C>
ITEM 1. LEGAL PROCEEDINGS 8
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9
ITEM 5. OTHER INFORMATION 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
</TABLE>
<PAGE>
FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED STATEMENTS (AMENDED)
TRANS WORLD GAMING CORP.
CONDENSED CONSOLIDATED BALANCE SHEET (AMENDED)
MARCH 31, 1999
(IN THOUSANDS)
(UNAUDITED)
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash and equivalents $ 1,386
Accounts/Notes receivable 93
Inventories 32
Other current assets 1,201
-------
Total current assets 2,712
-------
PROPERTY AND EQUIPMENT--net 4,077
-------
OTHER ASSETS
Investment at equity 75
Goodwill 11,883
Deferred debt issuance costs, net 0
Deposits and deferred costs on investments 0
Deferred costs and other assets 484
-------
Total other assets 12,442
-------
TOTAL ASSETS $19,231
-------
-------
</TABLE>
LIABILITIES AND STOCKHOLDERS EQUITY/(DEFICIT)
<TABLE>
<S> <C>
CURRENT LIABILITIES
Current portion of long term debt $ 1,000
Accounts payable and accrued expenses 5,321
-------
Total current liabilities 6,321
-------
LONG TERM DEBT, net of current portion 23,177
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STOCKHOLDERS EQUITY/(DEFICIT)
Capital stock 3
Additional paid-in-capital 9,136
Stock warrants outstanding 5,237
Accumulated deficit (24,643)
-------
Total stockholders equity/(deficit) (10,267)
-------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY/(DEFICIT) $19,231
-------
-------
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
1
<PAGE>
TRANS WORLD GAMING CORP.
CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (AMENDED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------------------
1999 1998
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<S> <C> <C>
REVENUES $ 4,715 $ 1,569
COSTS AND EXPENSES
Cost of revenue 2,455 988
Administrative 789 210
Depreciation and Amortization 1,787 118
-------- --------
TOTAL COSTS AND EXPENSES 5,031 1,316
-------- --------
EARNINGS/(LOSS) FROM OPERATIONS (316) 253
Interest expense (880) (283)
Foreign exchange gain (loss) (187) 0
Other -2 0
------- --------
(1,069) (283)
EARNINGS/(LOSS) BEFORE TAXES (1,385) (30)
Provision for tax 0 0
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NET EARNINGS/(LOSS) ($1,385) ($30)
------- --------
------- --------
Earnings/(loss) per share--basic ($0.41) ($0.01)
Weighted Average of Common
shares used in computing basic
earnings/(loss) per share 3,364 3,044
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
2
<PAGE>
TRANS WORLD GAMING CORP.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (AMENDED)
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months ended March 31,
----------------------------
1999 1998
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<S> <C> <C>
Cash flows provided by operating activities $ 53 $ 7
Cash flows used by investing activities (385) (13,302)
Cash flows provided/(used) by financing activities (56) 16,455
Effect of exchange rate changes on cash (181) 0
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Net increase/(decrease) in cash (569) 3,160
Cash--beginning of period 1,955 198
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Cash--end of period $1,386 $ 3,358
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</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
3
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TRANS WORLD GAMING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Unaudited Statements.
The accompanying condensed consolidated financial statements of Trans World
Gaming Corp. (the "Company" or "TWG") as of March 31, 1999 and for the
three months ended March 31, 1999 and 1998 are unaudited and reflect all
adjustments of a normal and recurring nature to present fairly the
financial position, results of operation and cash flows for the interim
periods. These unaudited condensed, consolidated financial statements have
been prepared by the Company pursuant to the instructions to Form10-QSB/A.
Pursuant to such instructions, certain financial information and footnote
disclosures normally included in such financial statements have been
condensed or omitted.
These unaudited condensed, consolidated financial statements should be read
in conjunction with the audited, consolidated financial statements and
notes thereto, together with management's discussion and analysis or plan
of operations, contained in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1998. The results of operations for the three
months ended March 31, 1999 are not necessarily indicative of the results
for the entire year ending December 31, 1999.
2. Basic earnings (loss) per common share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding during
the period. Diluted earnings (loss) per common share incorporates the
dilutive effect of common stock equivalents on an average basis during the
period. The Company's common stock equivalents currently include stock
options and warrants. Dilutive earnings (loss) per common share has not
been presented for the three month periods ended March 31, 1999 and 1998
since the inclusion of common stock equivalents either did not have a
material effect on basic earnings (loss) per common share or would have
been antidilutive.
3. Segment information listed below reflects the two principal business units
of the Company during the three months ended March 31, 1999. Each segment
is managed according to the products or services that are provided to the
respective customers and information is reported on the basis of reporting
to the Company's Chief Operating Decision Maker (CODM).
<TABLE>
<CAPTION>
GAMING TRUCKSTOP OTHER CONSOLIDATED
------ --------- ----- ------------
<S> <C> <C> <C> <C>
Revenues $ 3,035 $ 1,478 $ 202 $ 4,715
Interest income $ -- -- $ --
Interest expense 689 144 47 $ 880
Depreciation and amortization 697 70 22 $ 789
</TABLE>
During the three months ended March 31, 1999, the Company operated
principally in three geographic areas: the United States, the Czech
Republic and Spain. The following table presents information about the
Company by geographic area. There were no material amounts of sales or
transfers among geographic areas.
<TABLE>
<CAPTION>
UNITED CZECH
STATES REPUBLIC SPAIN OTHER ELIMINATIONS CONSOLIDATED
------ -------- ----- ----- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 1,478 $ 2,166 $ 1,070 $ 422 $ (421) $ 4,715
Long-lived assets 4 10,224 5,313 417 0 15,961
</TABLE>
4
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4. During the Quarter ended March 31, 1998, the Company's principal operating
segment was the truckstop, which operated in the United States.
Accordingly, operating segment and geographic segment information is not
presented for 1998.
5. Restatement of Certain Transactions as of March 31, 1999
a. PREVIOUSLY OVERSTATED DEBT AND UNDERSTATED SHAREHOLDERS' DEFICIT
Of the $17 million principal amount of notes and warrants issued in
the March 1998 private placement, the Company allocated approximately
$4.7 million as the estimated value of the warrants issued with the
notes. This amount is being amortized as additional interest expense
and an increase to notes payable over the lives of the notes using the
effective interest method until such notes are repaid or the warrants
are converted to equity.
b. RECORDINGS OF THE ACQUISITION OF 21ST CENTURY RESORTS a.s. AND CASINO
DE ZARAGOZA
The acquisitions of 21st Century Resorts a.s. ("Resorts") and Casino
de Zaragoza ("CDZ") were erroneously recorded in the interim
consolidated financial statements. Furthermore, the amortization
period of goodwill recorded in connection with this acquisition was
changed from 15 to 7 years.
c. BALANCE SHEET RECLASSIFICATIONS
Various balance sheet reclassifications were made to conform to the
presentation of the 1998 audited consolidated financial statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATION
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
The Company's revenues totaled $4.715 million for the three months ended March
31, 1999, compared to $1.569 million for the same period in 1998, an increase of
$3.146 million mostly due to new business acquisitions in the first and second
quarters of 1998. Revenues generated by the Company's international operations
were $3.035 million for the three months ended March 31, 1998, revenues from
Louisiana, mainly at the Woodlands truck stop, decreased by $96,000.
Total operating results show a net loss of $1.385 million for the three months
ended March 31, 1999, representing a $1.350 million increase from the net loss
of $30,000 for the three months ended March 31, 1998. However, the Company's
earnings before interest, taxes, depreciation and amortization ("EBITDA"),
improved by 27.4% or $102,000 from the three months ended March 31, 1998,
totaling $473,000 for the three months ended March 31, 1999.
On March 31,1998, the Company acquired the Resorts, a Czech Republic joint stock
company which operates two casinos in the Czech Republic and is constructing a
third. Revenues from Resorts for the three months ended March 31, 1999 totaled
$2.084 million.
On April 17, 1998, the Company acquired CDZ, a company incorporated in Zaragoza,
Spain that holds an exclusive gaming license in the Region of Aragon. Revenues
from CDZ for the three months ended March 31, 1999 were $951,000.
As a result of the acquisitions of Resorts and CDZ, total costs and expenses
increased from $1.316 million for the three months ended March 31, 1998 to
$5.030 million for the three months ended March 31, 1999, an increase of $3.714
million.
Video poker operations in Louisiana recorded direct costs of $275,000 for the
three months ended March 31, 1999, which increased by 14.6% from the costs of
$240,000 during the comparable 1998 quarter. Retail expenses at the
5
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Woodlands truck stop decreased approximately $165,000, or 32.4%, due
primarily to a decrease in direct costs associated with decreased fuel sales.
Administrative expenses increased by $579,000 to $789,000 for the three months
ended March 1999 from $210,000 for the three month period ended March 1998. This
increase is attributable to the new business operations acquired in the second
quarter of 1998.
Depreciation and amortization for the three months ended March 31, 1999 and
March 30, 1998 were $1.787 million and $118,000 respectively. This increase was
due primarily to the addition of the Czech Republic and Spanish operations in
the second quarter of 1998.
Interest expense increased by $597,000 to $880,000 for the three months ended
March 1999 from $283,000 for the comparable quarter in 1998. This increase is
attributed primarily to the $17 million of debt incurred in the March 1998
private placement.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital, defined as current assets minus current
liabilities, decreased $330,000 million to a deficit of $3.609 million at March
31, 1999 from a working capital deficit of $3.279 million at December 31, 1998.
The Company believes, although there can be no assurance, that existing cash and
anticipated cash flows from current operations will be sufficient to satisfy its
on-going operations, liquidity and capital requirements for the next twelve
months. However, the Company will require additional debt and/or equity
financing in order to consummate certain planned expansion and acquisitions as
described under "Plan of Operations", below.
PLAN OF OPERATIONS
On April 1, 1998, the Company issued a press release announcing the acquisition
of Resorts. In connection with the announcement, TWG stated that a third casino
in Znojmo, Czech Republic is planned to open during the first quarter of 2000
assuming that all required permissions and approvals are received. The Company
will require financing of approximately $1.8 to 2.0 million to equip the Znojmo
facility. The Company believes, although there can be no assurance, that
financing should be available at terms favorable to the Company and Trans World
Gaming International U.S. Corporation ("TWGI").
On April 17, 1998, the Company issued a press release announcing the acquisition
of 90% of the Casino de Zaragoza. TWG acquired 90% of the outstanding stock of
CDZ for approximately $780,000 and CDZ assumed outstanding debt obligations of
CDZ totaling approximately $4.8 million. The Company anticipates that permission
will be granted by the appropriate Spanish government authorities that will
enable TWG to move to a more favorable location. If the Company decides to
lease, build and equip a facility in the new location, it is anticipated that it
may require financing of approximately $4.0 million. The Company expects,
although there can be no assurance, that financing will be available at terms
favorable to TWG.
In the event that financing is not available for the casino in Znojmo, the
acquisition and recapitalization of CDZ and the new casino in Zaragoza, it would
have a material adverse effect on the future profitability of TWG.
TWG management will continue to develop marketing and operational strategies
designed to increase attendance and revenues at its existing locations in the
Czech Republic and Spain. The Company has acquired land near the German border
near Ceska Kubice, at Folmava, Czech Republic and is planning to build a casino
to replace the existing facility. Management believes that the new location
would be more accessible to its main target market in Germany and will result in
improved attendance and play. TWG also plans to transfer excess slot machines
from Ceska Kubice and Rozvadov to its new location in Znojmo, thereby minimizing
investment. Pre-opening advertisements are planned for both Znojmo and CDZ and
gala grand openings are scheduled for each location.
In November 1996, residents in 35 parishes in Louisiana, including the two
parishes in which the Gold Coin and the Toledo Palace are located, voted to
discontinue video poker effective June 30, 1999. The Company is currently
involved
6
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in litigation to overturn the voter referendum. See Item 1--"Legal
Proceedings." No assurances can be given that such litigation will be
successful.
At this time, the Company has operations in the Czech Republic, Spain and
Bishkek, but no U.S. gaming operations. The Company is currently seeking to
develop or acquire interests in gaming operations at other locations; however,
there can be no assurance that the Company will be able to develop or acquire
such new operations in the future.
Management of the Company continues to seek other opportunities both within and
outside of the United States. There can be no assurance that management will be
successful in identifying such opportunities, financing such acquisitions or
investments or implementing such transactions. The failure to so do may have a
material adverse effect upon the Company's financial condition, and results of
operations or cash flows.
YEAR 2000 CONVERSION
The Company does not believe that the Year 2000 conversion as it relates to
computer applications that perform data intensive calculations beyond December
31, 1999 will have a material adverse effect on the Company's operations.
The Company uses non-customized, "off-the-shelf" accounting software programs,
subscribes to a payroll processing service and maintains banking relationships
with a major banking institution, all of which have indicated that the Year 2000
Conversion issue as it relates to the Company has been resolved or that they are
Year 2000 compliant with minor adjustments in process. The Company's contingency
plan is to acquire new accounting software, change payroll service companies and
change banking institutions in advance of the Year 2000 if the current suppliers
do not demonstrate Y2K compliance.
NOTE ON FORWARD-LOOKING INFORMATION
This Form 10-QSB/A contains certain forward-looking statements. For this
purpose, any statements contained in this Form 10-QSB/A that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipates," "estimates," or "continue" or comparable terminology or the
negative thereof are intended to identify certain forward-looking statements.
These statements by their nature involve substantial risks and uncertainties,
both known and unknown, and actual results may differ materially from any future
results expressed or implied by such forward-looking statements. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements whether as a result of new information, future events or otherwise.
7
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PART II--OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
BREACH OF MANAGEMENT CONTRACT. On or about November 6, 1997, the Company was
sued for breach of contract by Monarch Casinos, Inc. of Louisiana and Michael A.
Edwards in the 15th Judicial District Court, Lafayette Parish, Louisiana, Case
No. 97-5037B. Mr. Edwards claimed compensation charges of approximately $2.2
million and punitive charges of $11.1 million and alleged that the Company
breached a management contract dated September 21, 1994. The lawsuit was settled
for a cash payment of $100,000 on May 15, 1999. The final order of dismissal
with full prejudice which terminated the litigation and disposed of all claims
in the lawsuit was issued by the United States District Court of Louisiana on
May 24, 1999.
DEBT REDUCTION AND TAX DEFERRAL. On January 25, 1997 (prior to the Company's
acquisition of 90% of CDZ), the directors of CDZ filed an application in Court
of First Instance number 11 of Zaragoza to declare CDZ in temporary
receivership. Temporary receivership was granted on June 23, 1997. On April 17,
1998 (the date of the Company's acquisition of 90% of CDZ), CDZ signed a
composition with creditors, most notably the DGA, the Spanish Social Security
Authorities and the City Council of Alfajarin ("Spanish Taxing Authorities"),
which set the terms of payment to the Spanish Taxing Authorities and other
creditors for debts existing as of January 25, 1997. The composition with the
Spanish Taxing Authorities and other creditors resulted in a debt reduction of
approximately $1.7 million. This reduction was accounted for as a reduction of
goodwill. In addition, in 1998, DGA granted the Company a deferral of
approximately $1.0 million in taxes on all of 1997 and some of 1998 gaming
winnings. Furthermore, in April 1998, the Company reached an understanding with
the Spanish Social Security Authorities to defer approximately $1.4 million
related to all debts generated in 1997 and the first quarter of 1998.
PRIME/NATIONAL OVER-LEASE. On May 22, 1998, the Company entered into the
settlement relating to the Prime Agreement. (See Item 1 of the Form 10KSB for
December 31, 1998 - "Description of Business - General Development of
Business").
VOTER MANDATE. The Company currently is involved as a plaintiff, through its
Chrysolith affiliate, in litigation challenging the Louisiana Voter Mandate.
(See Item 1 of the Form 10KSB for December 31, 1998--"Description of
Business--Regulations and Licensing--Louisiana Gaming Reform").
The Company is not currently involved in any other material legal proceeding nor
was it involved in any other material litigation during the quarter and year
ended March 31, 1999.
ITEM 2. CHANGES IN SECURITIES
(a)-(d) None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company has, from time to time, been in technical default of certain amended
indentures issued in connection with the Resorts acquisition. The Company has
relied upon the forbearance and waivers from a majority interest of the holders
of the senior notes issued pursuant to such amended indentures. Value Partners,
Ltd., a Texas limited partnership ("Value Partners") represents a majority in
interest of the holders of the senior notes. The Company has borrowed other
amounts from Value Partners from time to time (some of which have been in
technical default for which forbearance or waivers have been granted) and may
seek to borrow additional funds or obtain equity investments, from Value
Partners in the future.
During the quarter ended March 31, 1999, the Company was in technical default
of, and has not timely paid a $1.0 million loan from Value Partners, which was
due on September 15, 1998 (the "Value Partners Loan") and is currently
negotiating an extension of the Value Partners Loan. On July 30, 1999, the
Company received from Value Partners a waiver of such default and a waiver of
the cross defaults on the Amended Indentures, until January 1, 2000 (except for
payment defaults on the amended indentures) by the majority in interest of the
holders of the senior notes. Value
8
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Partners also granted an extension of the Value Partners Loan until January 1,
2000 with the understanding that the Company and Value Partners will work in
good faith to renegotiate the loan terms prior to August 31, 1999. A default by
the Company on this loan (or any loan) would result in a default on all of the
Company's debt instruments and would have a material adverse effect on the
Company's financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
<TABLE>
<CAPTION>
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Item No Item Method of Filing
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<S> <C> <C>
3.1 Articles of Incorporation Incorporated by reference to Exhibit 3.1
contained in the registration statement
on Form SB-2 (File No. 33-85446-A).
3.2 By-laws Incorporated by reference to Exhibit 3.2
contained in the registration statement
on Form SB-2 (File No. 33-85446-A).
4.1 Specimen Common Stock Certificate Incorporated by reference to Exhibit 4.1
contained in the registration statement
on Form SB-2 (File No. 33-85446-A).
4.2 Specimen Redeemable Common Stock Incorporated by reference to Exhibit 4.2
Purchase Warrant contained in the registration statement
on Form SB-2 (File No. 33-85446-A).
4.3 Form of Warrant Agreement Incorporated by reference to Exhibit 4.3
contained in the registration statement
on Form SB-2 (File No. 33-85446-A).
4.4 Confidential Private Placement Memorandum Incorporated by reference to Exhibit 4.4
dated June 17, 1996 contained in Form 10-KSB for the fiscal
year ended December 31, 1996. (File No.
0-25244)
4.5 Supplement No. 1 dated January 14, 1997 to Incorporated by reference to Exhibit 4.5
Confidential Private Placement Memorandum contained in Form 10-KSB for the fiscal
dated June 17, 1996 year ended December 31, 1996. (File No.
0-25244)
4.6 Indenture dated as of November 1, 1996 Incorporated by reference to Exhibit 4.6
between the Company and Trans World Gaming contained in Form 10-KSB for the fiscal
of Louisiana, Inc., as Issuer, and U.S. year ended December 31, 1996. (File No.
Trust Company of Texas, N.A., as Trustee 0-25244)
4.7 Form of 12% Secured Convertible Senior Bond Incorporated by reference to Exhibit 4.7
due June 30, 1999 contained in Form 10-KSB for the fiscal
year ended December 31, 1996. (File No.
0-25244)
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</TABLE>
9
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<TABLE>
<CAPTION>
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Item No Item Method of Filing
<S> <C> <C>
4.8 Form of Warrant to Purchase Common Stock Incorporated by reference to Exhibit 4.8
Dated July 1, 1996 contained in Form 10-KSB for the fiscal
year ended December 31, 1996. (File No.
0-25244)
4.9 Form of Warrant for Purchase of Shares of Incorporated by reference to Exhibit 4.9
Common Stock dated January 1, 1997 contained in Form 10-KSB for the fiscal
year ended December 31, 1996. (File No.
0-25244)
4.10 Form of Non-Negotiable Promissory Note dated Incorporated by reference to Exhibit 4.10
January 1, 1997 contained in Form 10-KSB for the fiscal
year ended December 31, 1996. (File No.
0-25244)
4.11 First Amended Senior Secured Promissory Note Incorporated by reference to Exhibit 4.11
dated December 19, 1997 contained in Form 10-KSB for the fiscal
year ended December 31, 1997 filed on
March 30, 1998. (File No. 0-25244)
4.12 Form of Warrant for Purchase of Shares of Incorporated by reference to Exhibit 4.12
Common Stock dated January 15, 1998 contained in Form 10-KSB for the fiscal
year ended December 31, 1997 filed on
March 30, 1998. (File No. 0-25244)
4.13 Lenders Waiver and Option Agreement dated Incorporated by reference to Exhibit 4.13
March 9, 1998 contained in Form 10-KSB for the fiscal
year ended December 31, 1997 filed on
March 30, 1998. (File No. 0-25244)
4.14 Indenture dated March 31, 1998 among the Incorporated by reference to Exhibit 4(I)
Company, TWG International U.S. Corporation, contained in the Form 8-K filed on April
TWG Finance Corp. and U.S. Trust Company of 14, 1998 (File No. 0-25244)
Texas, N.A.
4.15 Series C Warrant to Purchase Common Stock Incorporated by reference to Exhibit
dated March 31, 1998 4(II) contained in the Form 8-K filed on
April 14, 1998 (File No. 0-25244)
4.16 Indenture dated March 31, 1998 between TWG Incorporated by reference to Exhibit
International U.S. Corporation and U.S. 4(III) contained in the Form 8-K filed on
Trust Company of Texas, N.A. April 14, 1998 (File No. 0-25244)
4.17 Consent to Amend Indenture, Bonds and Incorporated by reference to Exhibit
Warrants dated March 25, 1998 by and between 4(IV) contained in the Form 8-K filed on
the Company, Trans World Gaming of April 14, 1998 (File No. 0-25244)
Louisiana, Inc., U.S. Trust Company of
Texas, N.A., and certain individuals
4.18 First Amended Indenture dated March 31, 1998 Incorporated by reference to Exhibit 4(V)
among the Company, TWGLa and U.S. Trust contained in the Form 8-K filed on April
Company of Texas, N.A. 14, 1998 (File No. 0-25244)
4.19 First Amended Indenture dated March 31, Incorporated by reference to Exhibit 4(V)
1998 among the Company, TWGLa and U.S. Trust contained in the Form 8-K filed on April
Company of Texas, N.A. 14, 1998 (File No. 0-25244)
4.20 Series A Warrant to Purchase Common Stock Incorporated by reference to Exhibit
dated March 31, 1998 4(VI) contained in the Form 8-K filed on
April 14, 1998 (File No. 0-25244)
4.21 Series B Warrant to Purchase Common Stock Incorporated by reference to Exhibit
dated March 31, 1998 4(VII) contained in the Form 8-K filed on
April 14, 1998 (File No. 0-25244)
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</TABLE>
10
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<TABLE>
<CAPTION>
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Item No Item Method of Filing
<S> <C> <C>
4.22 Agreement to Amend Warrants dated March 31, Incorporated by reference to Exhibit 4(VIII)
1998 among the Company and the named Holders contained in the Form 8-K filed on April 14,
1998 (File No. 0-25244)
4.23 Series D Warrant to Purchase Common Stock Incorporated by reference to Exhibit 4(IX)
dated March 31, 1998 contained in the Form 8-K filed on April 14,
1998 (File No. 0-25244)
10.1 Agreement for Exchange of Shares dated Incorporated by reference to Exhibit 10.1
July 12, 1994, between the Company and contained in the registration statement
the shareholders of Lee Young Enterprises, on Form SB-2 (File No. 33-85446-A).
Inc.
10.2 Asset Purchase Agreement dated as of Incorporated by reference to Exhibit 10.2
September 21,1994, between the Company and contained in the registration statement
Prime Properties, Inc. on Form SB-2 (File No. 33-85446-A).
10.3 Agreement of Sale dated as of September 21, Incorporated by reference to Exhibit 10.3
1994, between the Company and Prime contained in the registration statement
Properties, Inc. on Form SB-2 (File No. 33-85446-A).
10.4 Form of Lease between Prime Properties, Inc. Incorporated by reference to Exhibit 10.4
and the Company. contained in the registration statement on
Form SB-2 (File No. 33-85446-A).
10.5 Agreement dated September 21, 1994, among Incorporated by reference to Exhibit 10.5
Chrysolith, LLC, Prime Properties, Inc., contained in the registration statement
Monarch Casinos, Inc. of Louisiana, on Form SB-2 (File No. 33-85446-A).
("Monarch") and the Company.
10.6 Asset Purchase Agreement dated September 21, Incorporated by reference to Exhibit 10.6
1994, between Chrysolith L.L.C. and Monarch contained in the registration statement on
Form SB-2 (File No. 33-85446-A).
10.7 Lease (with option) dated May 10, 1994 among Incorporated by reference to Exhibit 10.7
Lula Miller, Inc., Charles A. Jones III and contained in the registration statement
Kelly McCoy Jones, as Lessor, and Monarch, on Form SB-2 (File No. 33-85446-A).
as Lessee.
10.8 Offer to Purchase dated October 4, 1994, Incorporated by reference to Exhibit 10.8
among Trans World Gaming of Louisiana, Inc., contained in the registration statement
Monarch, Lula Miller, Inc., Charles A. on Form SB-2 (File No. 33-85446-A).
Jones III and Kelly McCoy Jones.
10.9 Memorandum of Agreement dated March 18, Incorporated by reference to Exhibit 10.9
1994, between the Company and Yves Gouhier contained in the registration statement
and Camille Costard to acquire shares of on Form SB-2 (File No. 33-85446-A).
Casino Cherbourg S.A., as amended (English
translation, except amendment is in French.)
10.10 Shareholder Agreement dated April 7, 1994, Incorporated by reference to Exhibit
between the Company and Michael A. Edwards, 10.10 contained in the registration
as the shareholders of Monarch statement on Form SB-2 (File No.
33-85446-A).
10.11 Employment Agreement dated March 6, 1996 Incorporated by reference to Exhibit
between the Company and Stanley Kohlenberg 10.11 contained in the Form 10-KSB for
the fiscal year ended December 31, 1995
(File No. 0-25244).
10.12 Employment Agreement between the Company and Incorporated by reference to Exhibit
Dominick J. Valenzano 10.12 contained in the registration
statement on Form SB-2 (File No.
33-85446-A).
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Item No Item Method of Filing
<S> <C> <C>
10.13 1993 Incentive Stock Option Plan Incorporated by reference to Exhibit
10.13 contained in the registration
statement on Form SB-2 (File No.
33-85446-A).
10.14 Form of 41/2% Bridge Note Incorporated by reference to Exhibit
10.14 contained in the registration
statement on Form SB-2 (File No.
33-85446-A).
10.15 Form of 10% Secured Bridge Incorporated by reference to Exhibit
10.15 contained in the registration
statement on Form SB-2 (File No.
33-85446-A).
10.16 Collateral Mortgage relating to the Incorporated by reference to Exhibit
Woodlands Travel Plaza. 10.16 contained in the registration
statement on Form SB-2 (File No.
33-85446-A).
10.17 Operating Agreement dated as of December 22, Incorporated by reference to Exhibit
1994 Gold Coin. 10.17 contained between the Company and
Chrysolith relating to the in the Form
10-KSB for the fiscal year ended December
31, 1994 (File No. 0-25244).
10.18 Note in principal amount $75,000 payable by Incorporated by reference to Exhibit
Monarch (and assumed by the Company). 10.18 contained in the Form 10-KSB for
the fiscal year ended December 31, 1994
(File No. 0-25244).
10.19 Lease Agreement dated May 1, 1993 between Incorporated by reference to Exhibit
National Auto/Truck Stops, Inc. and Prime 10.19 contained in the Form 10-KSB for
Properties with respect to the 76 Plaza the fiscal year ended December 31, 1995
(File No. 0-25244).
10.20 Agreement and General Release dated as of Incorporated by reference to Exhibit
March 6, 1996 between the Company and R. K. 10.20 contained in the Form 10-KSB for
Merkey. the fiscal year ended December 31, 1995
(File No. 0-25244).
10.21 Forbearance Agreement dated January 19, 1996 Incorporated by reference to Exhibit
between the Company and Chrysolith 10.21 contained in the Form 10-KSB for
the fiscal year ended December 31, 1995
(File No. 0-25244).
10.22 Letter Agreement dated January 30, 1996 Incorporated by reference to Exhibit
between the Company and Chrysolith regarding 10.22 contained in the Form 10-KSB for
forbearance payments the fiscal year ended December 31, 1995
(File No. 0-25244).
10.23 Consulting Agreement dated January 1, 1997 Incorporated by reference to Exhibit
between the Company and Stanley Kohlenberg 10.23 contains in Form 10-KSB for the
fiscal year ended December 31, 1996 (File
No. 0-25244).
10.24 Employment Agreement dated December 26, 1996 Incorporated by reference to Exhibit
between the Company and Andrew Tottenham 10.24 contains in Form 10-KSB for the
fiscal year ended December 31, 1996 (File
No. 0-25244).
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Item No Item Method of Filing
<S> <C> <C>
10.25 Employment Agreement date February 1, 1997 Incorporated by reference to Exhibit
between the Company and Christopher Moore 10.25 contains in Form 10-KSB for the
fiscal year ended December 31, 1996 (File
No. 0-25244).
10.26 Cancellation Agreement dated as of October Incorporated by reference to Exhibit
3, 1996 between the Company and Mid-City 10.26 contained in the Form 10-KSB for
Associates the fiscal year ended December 31, 1996
(File No. 0-25244).
10.27 Agreement of Lease dated as of October 2, Incorporated by reference to Exhibit
1996 between the Company and Mid-City 10.27 contained in the Form 10-KSB for
Associates the fiscal year ended December 31, 1996
(File No. 0-25244).
10.28 Stock Purchase Agreement dated as of January Incorporated by reference to Exhibit
1, 1997 among the Company, Andrew Tottenham 10.28 contained in the Form 10-KSB for
and Robin Tottenham the fiscal year ended December 31, 1996
(File No. 0-25244).
10.29 Employment Agreement dated April 15, 1997 Incorporated by reference to Exhibit
between Company and James Hardman 10.29 contained in Form 10-KSB for the
fiscal year ended December 31, 1997 filed
on March 30, 1998. (File No. 0-25244)
10.30 Stock Purchase Agreement dated as of January Incorporated by reference to Exhibit
20, 1998 between the Company and 21st 10.30 contained in Form 10-KSB for the
Century Resorts fiscal year ended December 31, 1997 filed
on March 31, 1998. (File No. 0-25244)
10.31 Form of the Subscription Agreement for the Incorporated by reference to Exhibit
Private Placement 10.31 contained in Form 10-KSB for the
fiscal year ended December 31, 1997 filed
on March 31, 1998. (File No. 0-5244)
10.32 Escrow Agreement dated March 17, 1998 among Incorporated by reference to Exhibit
the Company, TWG Finance Corp., TWG 10.32 contained in Form 10-KSB for the
International U.S. Corporation as Issuer and fiscal year ended December 31, 1997 filed
U.S. Trust Company of Texas, N.A., as Trustee on March 30, 1998. (File No. 0-25244)
10.33 Consulting Agreement between Chrysolith, Incorporated by reference to Exhibit 10
L.L.C. and Lee Young dated January 1, 1997 contained in the Form 10-QSB for the
quarter ended June 30, 1996 filed on
August 14, 1996 (File No. 0-25244)
10.34 Purchase Agreement dated as of April 15, Incorporated by reference to Exhibit
1997 among the Company, James R. Hardman, 10.34 contained in the Form 10-Q for the
Jr. and Multiple Application Tracking System quarter ended March 31, 1997, filed on
May 9, 1997 (File No. 0-25244)
10.35 License Agreement dated as of April 15, 1997 Incorporated by reference to Exhibit
between the Company and James R. Hardman, Jr. 10.35 contained in the Form 10-Q for the
quarter ended March 31, 1997, filed on
May 9, 1997 (File No. 0-25244)
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Item No Item Method of Filing
<S> <C> <C>
10.36 Loan Agreement dated June 11, 1997 between Incorporated by reference to Exhibit
the Company and Value Partners 10.36 contained in the Form 8-K filed on
June 17, 1997 (File No. 0-25244)
10.37 $350,000 Senior Promissory Note dated June Incorporated by reference to Exhibit
11, 1997 10.37 contained in the Form 8-K filed on
June 17, 1997 (File No. 0-25244)
10.38 Joint Activity Agreement dated March 31, Incorporated by reference to Exhibit
1997 between Mr. Mahmud Avdiyev and 10.38 contained in the Form 8-K filed on
Tottenham & Co., d/b/a ART marketing Ltd. June 17, 1997 (File No. 0-25244)
10.39 Loan Agreement dated October 27, 1997, Incorporated by reference to Exhibit
between Value Partners, and the Company 10.39 contained in the Form 10-QSB for
the quarter ended September 30, 1997,
filed on November 12, 1997 (File No.
0-25244)
10.40 $262,500 Senior Promissory Note dated Incorporated by reference to Exhibit
October 27, 1997 10.40 contained in the Form 10-QSB for
the quarter ended September 30, 1997,
filed on November 12, 1997 (File No.
0-25244)
10.41 Warrant to Purchase Common Stock dated Incorporated by reference to Exhibit
November 27, 1997 10.41 contained in the Form 10-QSB for
the quarter ended September 30, 1997,
filed on November 12, 1997 (File No.
0-25244)
27.1 Financial Data Schedule Filed herewith
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
b. Reports on Form 8-K
During the quarter ended March 31, 1999, the Company files a
Periodic Report on Form 8-K on February 25, 1999. This Periodic Report
related to the resignation of Pannell Kerr Forster PC as the Company's
independent auditor and the selection and appointment of Rothstein
Kass & Company, P.C. ("RKC") as the Company's new independent auditor.
RKC agreed to perform an audit of the Company for the year ended
December 31, 1998 and was also appointed to perform an audit of the
Company for the year ending December 31, 1999.
14
<PAGE>
SIGNATURES
In accordance with the requirements of Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRANS WORLD GAMING CORP.
Date: September 7, 1999 By: /s/ RAMI S. RAMADAN
--------------------
Chief Executive Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENTS OF OPERATIONS FOUND ON PAGES F-3 AND
F-4 OF THE COMPANY'S 10-KSB/A FOR THE YEAR ENDED DECEMBER 31, 1998.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,386
<SECURITIES> 0
<RECEIVABLES> 93
<ALLOWANCES> 0
<INVENTORY> 32
<CURRENT-ASSETS> 2,712
<PP&E> 4,077
<DEPRECIATION> 0
<TOTAL-ASSETS> 19,231
<CURRENT-LIABILITIES> 6,321
<BONDS> 23,177
0
0
<COMMON> 3
<OTHER-SE> (10,270)
<TOTAL-LIABILITY-AND-EQUITY> 19,231
<SALES> 0
<TOTAL-REVENUES> 4,715
<CGS> 0
<TOTAL-COSTS> 2,455
<OTHER-EXPENSES> 2,765
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 880
<INCOME-PRETAX> (1,385)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,385)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,385)
<EPS-BASIC> (0.41)
<EPS-DILUTED> (0.41)
</TABLE>
