<PAGE>
================================================================================
FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------------------
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 33-75806
CAPITOL QUEEN & CASINO, INC.
----------------------------
(Exact name of registrant as specified in its charter)
Nevada 43-1652885
------ ----------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
740 S. Decatur
Las Vegas, Nevada 89107
----------------- -----
(Address of principal (Zip Code)
executive offices)
(702) 258-5200
--------------
(Registrant's telephone number, including area code)
================================================================================
Item 5. Other Events.
Capitol Queen and Casino, Inc. ("CQC")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, CQC reported that on June 25, 1998 the Bankruptcy
Court in the Chapter 11 proceedings involving an affiliate of CQC, Arizona
Charlie's, Inc. ("AC"), had confirmed a Consensual Plan of reorganization
proposed by AC and High River. Subsequently, UHFS, which had provided AC 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 AC and released their claims against AC, each as required under
the Consensual Plan. All undisputed trade creditors of AC have been paid as
required under the Consensual Plan.
AC 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.
================================================================================
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.
Capitol Queen and Casino, Inc.
----------------------------
(Registrant)
Date: August 17, 1998 /S/ Bruce F. Becker
---------------- -------------------
Bruce F. Becker
President, Chief Executive
Officer (Principal Executive
Officer) and Sole Director
Date: August 17, 1998 /S/ Jerry Griffis
---------------- -----------------
Jerry Griffis
Controller (Principal Financial and
Accounting Officer)
================================================================================
