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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT(Date of ealiest event reported): July 31, 1998
Commission file number 33-75808
ARIZONA CHARLIE'S, INC.
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(Exact name of registrant as specified in its charter)
Nevada 88-0199671
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(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
740 S. Decatur
Las Vegas, Nevada 89107
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(Address of principal (Zip Code)
executive offices)
(702) 258-5200
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(Registrant's telephone number, including area code)
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Item 5. Other Events.
Arizona Charlie's, Inc. ("AC" or the "Company") previously filed a
Current Report on Form 8-K, dated as of June 25, 1998 (the "June 8-K"). Unless
otherwise indicated, capitalized terms used in this Current Report on Form 8-K
have the meanings ascribed to such terms in the June 8-K.
In the June 8-K, the Company reported that on June 25, 1998 the
Bankruptcy Court in the Chapter 11 proceedings involving AC had confirmed a
Consensual Plan of reorganization proposed by AC and High River. Subsequently,
UHFS, which had provided the Company a financing commitment, failed to honor
that commitment to AC by July 31, 1998, which was the deadline under the
Consensual Plan for funding the payments needed for AC to accomplish the
Financing Option. Consequently, the Debt Conversion Option under the Consensual
Plan has become effective.
To date, the AC affiliates have made a $1.5 million new value
contribution to the Company and released their claims against the Company, each
as required under the Consensual Plan. All undisputed trade creditors of AC have
been paid as required under the Consensual Plan.
The Company anticipates that the claims of the holders of the AC Notes
and the holders of the CQC Noteholders Guaranty Claims will be paid on or around
August 20, 1998 through funding to be provided by High River in accordance with
the terms of the Debt Conversion Option under the Consensual Plan. High River or
its nominee expects to be licensed by the Nevada Gaming Authorities to operate
the Arizona Charlie's Hotel & Casino as early as the end of September of 1998.
Upon the licensure of High River or its nominee, the Consensual Plan would
become fully effective. There can be no assurance, however, that High River or
its nominee will be licensed as expected.
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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 thereunto duly authorized.
Arizona Charlie's, Inc.
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(Registrant)
Date: August 17, 1998 /S/ Bruce F. Becker
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Bruce F. Becker
President, Chief Executive
Officer and (Principal Executive
Officer)
Date: August 17, 1998 /S/ Jerry Griffis
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Jerry Griffis
Controller (Principal Financial and
Accounting Officer)
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