<PAGE>
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 18, 1998
COLORADO GAMING & ENTERTAINMENT CO.
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Colorado 0-28068 84-1242693
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
12596 West Bayaud Avenue, Suite 450, Lakewood, CO 80228
------------------------------------------------------------------------
(Address of principal executive offices) (ZIP Code)
(303) 716-5600
----------------------------------------------------
(Registrant's telephone number, including area code)
-------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Information required by Item 304(a)(1) of Regulation S-K.
i) Arthur Andersen LLP was dismissed as the Registrant's
independent accountant effective as of the close of business on
December 18, 1998.
ii) The reports of Arthur Andersen LLP on the consolidated financial
statements of the Registrant for the years ended December 31, 1996 and 1997
contained no adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles.
iii) The decision to change accountants was unanimously approved by
the Registrant's Board of Directors.
iv) In connection with its audits for the two most recent fiscal
years and through December 18, 1998, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Arthur Andersen LLP, would have caused it
to make reference to the subject matter of the disagreement in connection
with its report on the financial statements of the Registrant for such period.
v) During the Registrant's two most recent fiscal years and through
December 18, 1998, there were no ""reportable events,'' as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
(b) Information required by Item 304(a)(2) of Regulation S-K.
The Registrant engaged Ernst & Young LLP as its new independent
accountants as of December 18, 1998. During the two most recent fiscal years
and through December 18, 1998, the Registrant has not consulted with Ernst &
Young LLP regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Registrant's financial statements or
(ii) any matter that was either the subject matter of a disagreement or a
reportable event (as described in Item 304(a)(1) of Regulation S-K).
(c) Information required by Item 304(a)(3) of Regulation S-K.
The Registrant has requested that Arthur Andersen LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made in Item 4(a) above and, if not, stating the
respects in which it does not agree. A copy of such letter, dated
December 18, 1998, is filed as Exhibit 16.1 to this Form 8-K.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit 16.1 Letter of Arthur Andersen LLP regarding change of certifying
accountant.
3
<PAGE>
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.
COLORADO GAMING & ENTERTAINMENT CO.
(Registrant)
DATED: December 18, 1998 By: /s/ Alan L. Mayer
------------------------------------
Name: Alan L. Mayer
Title: Senior Vice President, Secretary
4
<PAGE>
EXHIBIT 16.1
[ARTHUR ANDERSEN LETTERHEAD]
December 18, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K, dated December 18, 1998, of Colorado
Gaming & Entertainment Co. (the "Registrant") and are in agreement with the
statements contained in paragraphs 4(a)(i), (ii), (iv) and (v) therein. We
have no basis to agree or disagree with other statements of the Registrant
contained therein.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
