PDS FINANCIAL CORP
8-K, 2000-03-10
FINANCE LESSORS
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<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): March 9, 2000



                           PDS FINANCIAL CORPORATION.

             (Exact name of registrant as specified in its charter)

           Minnesota                      0-23928                 41-1605970
 ----------------------------    -----------------------     -------------------
 (State or other jurisdiction    (Commission file number)       (IRS employer
       of incorporation)                                     identification No.)

                   6171 Mc Leod Drive, Las Vegas, Nevada 89120
                -------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (702) 736-0700


                                 Not Applicable

    ------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


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Item 5.  OTHER EVENTS.

         Reference is made to Exhibit 99 filed herewith.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

         The following exhibit is filed with this report:

             Exhibit No.                        Description
         ------------------    -----------------------------------------------
                 99             Press release announcing intent to acquire Four
                                Queens Hotel and Casino

         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.

March 10, 2000                      PDS FINANCIAL CORPORATION


                                    By: /s/ Peter Cleary
                                        --------------------------------------
                                        Name: Peter Cleary
                                        Title:  Interim Chief Financial Officer


<PAGE>

                                INDEX OF EXHIBITS

Exhibit No.
- -----------
   99               Press release announcing intent to acquire Four Queens Hotel
                    and Casino

<PAGE>

FOR IMMEDIATE RELEASE



                       PDS FINANCIAL CORPORATION ANNOUNCES
                  INTENT TO ACQUIRE FOUR QUEENS HOTEL & CASINO


LAS VEGAS, NEVADA, MARCH 9, 2000 - PDS Financial Corporation (Nasdaq SmallCap
Market: PDSF) announced that on March 6, 2000 it signed a nonbinding letter of
intent with Elsinore Corporation to acquire the capital stock of Four Queens,
Inc., a Nevada corporation doing business as the Four Queens Hotel & Casino for
a purchases price of $30 million, subject to adjustment. Consummation of the
acquisition is subject to a number of conditions, including negotiation and
execution of a definitive purchase agreement, receipt of required regulatory
approvals, including approval of the Nevada Gaming Commission, other gaming
approvals, and, if necessary, approval under the Hart-Scott-Rodino Antitrust
Act, and receipt by PDS of satisfactory purchase financing. There can be no
assurance that a definitive agreement can be reached, the other conditions to
the acquisition will be satisfied or that the acquisition will be consummated.

         The Four Queens Hotel & Casino consists of a 690-room hotel and a
32,000 square foot casino, located in the Freemont Street Experience in downtown
Las Vegas, Nevada. The casino has approximately 1,075 slot machines and 26 table
games. No major changes in the operations or personnel are anticipated.

         "The Four Queens Hotel & Casino has long been a Las Vegas icon,"
commented Johan Finley, Chief Executive Officer of PDS Financial Corporation.
"We look forward to a long lasting relationship with the loyal employees and
customers of the Four Queens. This acquisition will allow us to increase and
diversify our recurring revenues and cash flows, and increase the critical mass
of our Company."


<PAGE>

         The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain of the statements contained
herein, which are not historical facts, are forward-looking statements with
respect to events, the occurrence of which involve risks and uncertainties.
These forward-looking statements may be impacted, either positively or
negatively, by various factors. Information concerning potential factors that
could affect the Company is detailed from time to time in the Company's reports
filed with the Securities and Exchange Commission.


         PDS Financial Corporation is an integrated provider of customized
finance and leasing solutions to the gaming industry, and supplies reconditioned
gaming devices to casino operators throughout the United States. Since 1991, PDS
has completed over $550 million in gaming finance transactions, including
SlotLease, which is a specialized leasing program for slot machines and other
electronic gaming devices. In 1997, the Company established its reconditioned
gaming device sales and distribution division, PDS Slot Source, to complement
its leasing and financing activities and to generate equipment sales to casino
operators. PDS acquired the exclusive intellectual property rights to
manufacture and distribute digital table game products utilizing DCS(TM)
throughout the United States, including Sovereign Nations in mid-1999.

     Contact: Peter Cleary, Interim Chief Financial Officer of PDS Financial
                          Corporation, at 702-736-0700


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