RE-OFFER PROSPECTUS Supplement No. 2 to
Registration Statement
No. 333-09825 pursuant
to Rule 424(b)(5)
AMERICAN BINGO & GAMING CORP.
515 Congress Avenue, Suite 1200
Austin, Texas 78701
Common Stock
This Prospectus relates to offers and sales by certain officers and
directors of American Bingo & Gaming Corp., a Delaware corporation (the
"Company"), named herein or to be named supplementally, who may be deemed to be
"affiliates" of the Company as defined in Rule 405 under the Securities Act of
1933, as amended, (the "Securities Act") and an employee of the Company (the
certain officers, directors and employee together, the "Selling Stockholders"),
of shares of the Company's Common Stock, $.001 par value (the "Common Stock"),
that may be acquired by such persons upon exercise of stock options granted to
them or purchased by them pursuant to the Company's Amended Stock Option Plan
(1994)(the "1994 Plan"), the 1995 Employee Stock Purchase Plan (the "Purchase
Plan"), the 1995 Employee Stock Option Plan (the "1995 Plan") and the 1996
Employee Stock Option Plan (the "1996 Plan")(the 1994 Plan, the Purchase Plan,
the 1995 Plan and the 1996 Plan together, the "Plans"). The shares that may be
so acquired by such persons pursuant to the Plans are herein referred to as the
"Option and Restricted Shares".
The Option and Restricted Shares may be offered hereby from time to time by
any and all of the Selling Stockholders, named herein or to be named
supplementally, for their own benefit. The Company will receive no portion of
the proceeds of sales made hereunder. All expenses of registration incurred in
connection with this offering are being borne by the Company, but all selling
and other expenses incurred by the Selling Stockholders will be borne by such
Selling Stockholders.
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the NASDAQ SmallCap Market System
("Nasdaq") and the Boston Stock Exchange ("BSE"), or otherwise, at prices and
terms then obtainable. All brokers' commissions, concessions or discounts will
be paid by the Selling Stockholders.
The Selling Stockholders and any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act, in which event commissions received by such
broker may be deemed to be underwriting commissions under the Securities Act.
The Common Stock and Warrants of the Company are listed on Nasdaq under the
symbols BNGO and BNGOW, respectively, as well as on BSE under the symbols ABA
and ABAW, respectively. On January 13, 1997, the last reported sale price of the
Company's Common Stock and Warrants on Nasdaq was $1.5625 and $.2813,
respectively.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is January 17, 1997.
<PAGE>
TABLE OF CONTENTS
Page
Available Information........................................................ 3
The Company.................................................................. 4
Risk Factors................................................................. 5
Selling Stockholders......................................................... 8
Transfer Agent and Registrar................................................. 10
Plan of Distribution......................................................... 10
Incorporation of Certain Documents by Reference.............................. 10
Legal Matters................................................................ 11
Experts...................................................................... 11
Indemnification of Directors and Officers.................................... 11
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No person is authorized to give any information or to make any
representation, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the Company
or the Selling Stockholders. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, nor shall there be any sale of these
securities by any person in any jurisdiction in which it is unlawful for such
person to make such offer, solicitation or sale. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create an
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Room 1204, Everett McKinley Dirksen Building,
219 South Dearborn Street, Chicago, Illinois 60604; and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can also be
obtained at prescribed rates from the Public Reference Section of the Commission
at its principal office at 450 Fifth Street, N.W., Washington, D.C. 20549.
This Prospectus does not contain all of the information set forth in the
Registration Statements of which this Prospectus is a part and which the Company
has filed with the Commission. For further information with respect to the
Company and the securities offered hereby, reference is made to the Registration
Statement, including the exhibits filed as a part thereof, copies of which can
be inspected at, or obtained at prescribed rates from the Public Reference
Section of the Commission at the address set forth above. Additional updating
information with respect to the Company may be provided in the future by means
of appendices or supplements to the Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that has been or may be
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to American Bingo & Gaming Corp., 515 Congress
Avenue, Suite 1200, Austin, Texas 78701 (512) 472-2041.
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THE COMPANY
American Bingo & Gaming Corp. (the "Company") was incorporated under the
laws of the State of Delaware in 1994. The Company was formed to consummate the
acquisition of four entities engaged in the operation of charity bingo
entertainment centers (the "Centers"). The Company subsequently completed its
initial public offering in December 1994, from which approximately $5.2 million
was raised through the sale of 1,000,000 shares of Common Stock and 1,725,000
Warrants.
The Company, through its subsidiaries, provides maintenance and management
support for charities which utilize bingo events as a means of fund raising. The
Company presently operates thirteen Centers in Texas, Alabama and South
Carolina. In addition, revenues are derived from the sale of bingo supplies and
the operation and/or lease of vending and concession outlets at the Centers. The
Company also derives rental revenues from its South Carolina gaming facility
where video gaming is legal. The Company is required to operate the Centers in
compliance with applicable state and local laws and regulations. Presently,
approximately 45 states and the District of Columbia allow charities to operate
regulated bingo halls as a method of fund raising.
The Company has designed an aggressive expansion plan centered around the
acquisition of existing Centers as well as the opening of new Centers. The
Company's goal is to establish itself as a major force in the estimated
multi-billion dollar per year charity bingo market. No assurances may be given
that the Company's goals will be achieved.
The Company is knowledgeable with respect to states whose legislation
permits charity bingo and gaming events. The Company identifies and analyzes
desirable bingo markets that offer favorable population and income demographics.
Where viable, the Company currently plans to establish Centers in each of these
markets. This can be accomplished either by building a new bingo center or by
acquiring an existing center.
The Company's principal executive offices are located at 515 Congress
Avenue, Suite 1200, Austin, Texas, 78701 and the telephone number of the
principal executive offices is (512) 472-2041.
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RISK FACTORS
The following factors should be considered carefully in evaluating the
Company's business and before making any investment in the Company.
1. Relatively New Venture, Need for Further Acquisitions.
The Company must be regarded as in a formative stage. The Company's future
success depends upon its ability to continue to expand its existing operations
through the acquisition of Centers, and the establishment of new Centers. There
can be no assurance that the Company will be successful in making such
acquisitions or establishing new Centers. The Company is subject to all the
risks inherent in attempting to expand a relatively new business venture. These
risks include the potential inability of the Company to efficiently operate
additional Centers, the existence of undisclosed actual or contingent
liabilities, the inability to fund the working capital requirements of
additional Centers and the inability to locate and/or establish Centers which
have a positive effect on the Company's operations. Recently, the Company
encountered a hostile regulatory environment in Florida and found it necessary
to dispose of its four centers there. There can be no assurance that the Company
will achieve a level of profitability that will provide a return on invested
capital or will result in an increase in the market value of the Company's
securities.
2. Need for Additional Financing.
The Company's business plan includes an aggressive program to identify
acquisition candidates that meet certain demographic and other criteria, and to
seek to acquire them. Growth to date has been funded initially with cash
advanced by shareholders and from operations, and since December 1994 with the
proceeds of the Company's initial public offering. The Company believes it will
have resources to enable it to make significant acquisitions. However, there can
be no assurance that the remaining cash, coupled with the Company's Common Stock
which has been used as currency to facilitate certain acquisitions, will enable
the Company to finance all of its acquisition plans. Moreover, additional funds
may be needed to fund the working capital requirements of newly acquired
Centers. No assurance can be given that additional needed financing will be
available to the Company, or if available, on terms acceptable to the Company.
If further financing is needed, but not available, the Company will be required
to scale down its acquisition plans.
3. Competition.
The Company competes with other Centers located in the general area where
the Company's subsidiaries presently operate. Competition is based on such
factors as location, comfort, cleanliness, personal relationships and other
amenities. The Company continues to seek to maximize the competitive advantages
of its facilities. The Company does expect to encounter increased competition as
it seeks to acquire additional Centers. Other forms of gaming, principally
non-charity operations also represent additional competitive threats to the
Company. There can be no assurance that additional competing Centers will not be
opened by parties not affiliated with the Company or that existing Centers will
not be refurbished to the extent that they are more amenable to the charity
bingo players who presently frequent the Company's Centers.
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4. Dependence Upon Key Personnel.
The Company is substantially dependent upon the continued services of
Gregory Wilson, its Chairman and Chief Executive Officer who is the Company's
most experienced person in the operation of charity bingo centers. In September
1996, Mr. Wilson entered into a three-year employment agreement with the
Company. The loss of the services of Mr. Wilson through incapacity or otherwise
would have a material adverse effect upon the Company's business and prospects.
To the extent that his services become unavailable, the Company will be required
to retain other qualified personnel, and there can be no assurance that it will
be able to recruit and hire qualified persons upon acceptable terms. The Company
maintains key person life and disability insurance in the amount of $1,000,000
on the life of Mr. Wilson, with the Company as beneficiary. However, in the
event of loss, there can be no assurance that the insurance proceeds will
adequately compensate the Company.
5. Government Regulation.
The Company believes that forty-five (45) states and the District of
Columbia have enacted laws permitting and controlling the operation of the
Centers. In some states the Company is required to obtain and maintain permits
and/or licenses from state and local regulatory agencies. State regulations
often limit the amount of revenues which the Company can generate by limiting
the number of sessions, revenues per session, number of locations which may be
operated, or other matters. Certain states may also restrict bingo operators to
locally formed entities or may restrict ownership to private investors who are
active in management. The Company believes it currently complies with all
regulations affecting its operations. However, there can be no assurance that
current laws and regulations will not be changed or interpreted in such a way as
to require the Company to alter its present activities, further restrict profit
margins or obtain additional capital equipment in order to obtain or maintain
licenses and permits. The Company has encountered regulatory problems in the
States of Florida and Texas, respectively.
6. No Assurance as to Future Acquisitions.
The Company's business has grown solely through acquisitions and the
opening of new Centers. The Company's business plan calls for the acquisition of
entities engaged in the operation of charity bingo Centers. The Company's
ability to achieve its expansion plans depends in large part on its sound
business judgment relative to quality targets and its negotiating strength.
Acquisitions to date have been based on a multiple of pre-tax income. Since the
Company has become a public company, it has acquired properties for a
combination of cash, seller-financed notes and stock, and hopes to continue to
do so. If potential sellers are receptive to accepting equity in the Company as
part of the purchase price, the Company's ability to expand will be enhanced.
There can be no assurance, however, that the Company's acquisition targets will
continue to be receptive to such proposals. Nor can there be assurance that the
Company will succeed in effecting future acquisitions of additional Centers that
meet management's criteria of profitability, physical attributes and
demographics in the targeted states and locales. Moreover there can be no
assurance that once acquisitions are made they will have a positive effect on
the Company's operations.
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7. General Economic Risks.
The Company's current and future business plans are dependent, in large
part, on the state of the general economy. Adverse changes in general and local
economic conditions may adversely impact on investment in the Company. These
conditions and other factors beyond the Company's control include, among other
factors,: (i) competition from other hospitality and entertainment properties;
(ii) changes in regional and local population and disposable income composition;
(iii) the need for renovations, refurbishment and improvements; (iv)
unanticipated increases in operating costs; (v) changes in federal, state, local
laws, rules and regulations including laws regulating the environment, signage
and the like; (vi) the inability to secure property and liability insurance to
fully protect against all losses, or to obtain such insurance at reasonable
cost; (vii) seasonality, and (ix) changes or cancellation in local tourist,
athletic or cultural events.
8. Possible Volatility of Stock Price.
There can be no assurance that a public market price for the Common Stock
or Warrants will continue. The market prices of the Common Stock and the
Warrants may be significantly affected by factors such as announcements by the
Company or its competitors, as well as variations in the Company's results of
operations and market conditions in the gaming industry in general. The market
prices may also be affected by movements in prices of stocks in general. The
relatively limited amount of publicly trading shares and Warrants (the "float")
renders the Company's securities especially susceptible to sharp price
fluctuations.
9. Shares Eligible for Future Sale.
A large number of shares of Common Stock presently outstanding are
currently eligible for public sale under the Securities Act of 1933, as amended.
Possible or actual sales of Common Stock in the future by existing shareholders
may have a depressive effect on the price of the Common Stock in the open
market.
10. Possible Effects of Certain Articles of Incorporation and Bylaw
Provisions.
The Company's Articles of Incorporation and Bylaws contain provisions that
may discourage acquisition bids for the Company. The Company has substantial
authorized but unissued capital stock available for issuance. The Company's
Articles of Incorporation contain provisions which authorize the Board of
Directors, without the consent of stockholders, to issue additional shares of
Common Stock and issue shares of Preferred Stock in series, including
establishment of the voting powers, designation, preferences, limitations,
restrictions and relative rights of each series of Preferred Stock.
11. Absence of Cash Dividends.
The Board of Directors does not anticipate paying cash dividends on the
Common Stock for the foreseeable future and intends to retain any future
earnings to finance the growth of the Company's business. Payment of dividends,
if any, will depend, among other factors, on earnings, capital requirements and
the general operating and financial conditions of the Company.
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SELLING STOCKHOLDERS
The Prospectus covers Option and Restricted Shares that have been or may be
acquired upon exercise of options held by the Selling Stockholders, named herein
or to be supplementally named, as of January 13, 1997. Option Shares are shares
of Common Stock or Options granted pursuant to the Plans and issued concurrently
or subsequently to this offering. Restricted Shares are shares of Common Stock
or Options granted pursuant to the Plans and issued prior to this offering.
The following table sets forth the name of each Selling Stockholder, the
nature of his or her position, office, or other material relationship with the
Company, the number of shares of Common Stock beneficially owned by each Selling
Stockholder prior to the offering, and the number of shares and (if one percent
or more) the percentage of the class to be beneficially owned by such Selling
Stockholder after the offering. Non-affiliate Selling Stockholders who hold less
than 1,000 shares of Common Stock issued under the Plans and not named below may
use this Prospectus for reoffers and resales of such Common Stock.
<TABLE>
<CAPTION>
Shares owned
After Offering(2)
Shares Owned Number of Shares ---------------------
Name Prior to Offering(1) Offered Herein Number Percent
- ---- -------------------- -------------- ------ -------
<S> <C> <C> <C> <C>
Gregory Wilson 1,809,837 9,000(3) 1,768,167 43.2%
President and Director
Courtland L. Logue, Jr. 209,000 9,000(3) 200,000 5.0%
Chairman of the Board
John Orton 79,834 160,500(4) 79,834 1.9%
Chief Financial Officer
Richard Henry 79,834 157,500(5) 79,834 1.9%
Chief Operating Officer
Robert S. Hersch 0 100,000(6) 79,834 1.7%
Director
Bobby Pollard 8,000 8,000(7) 0 **
Employee
Barbara Wilson 231,939 2,000(3) 229,939 5.6%
Employee
Wendy Steinbarth 2,000 2,100(3) 0 **
Employee
</TABLE>
- ------------------
** less than 1%
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any shares of Common Stock when such person has the right to
acquire such shares within 60 days of January 13, 1997. For purposes of
computing the percentage of outstanding shares of Common Stock held by each
person named above, any security which such person has the right to acquire
within such date is deemed to be outstanding but is not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person. Except as indicated in the footnotes to this table and
pursuant to applicable community property laws, the Company believes based
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on information supplied by such persons, that the persons named in this
table have sole voting and investment power with respect to all shares of
Common Stock which they beneficially own.
(2) For purposes of this table, the number and percentage of Option or
Restricted Shares owned after the offering presumes the sale and/or
exercise of all Option or Restricted Shares offered herein.
(3) Represents Option Shares issued pursuant to the Purchase Plan.
(4) Represents 150,000 Restricted Shares issued pursuant to the 1994 Plan and
10,500 Option Shares issued pursuant to the Purchase Plan.
(5) Represents (i) 50,000 Restricted Shares issued pursuant to the 1994 Plan;
(ii) 100,000 Restricted Shares issued pursuant to the 1995 Plan; and (iii)
7,500 Option Shares issued pursuant to the Purchase Plan.
(6) Represents Restricted Shares issued pursuant to the 1994 Plan.
(7) Represents 5,000 Restricted Shares issued pursuant to the 1995 Plan and
3,000 Option Shares issued pursuant to the Purchase Plan.
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TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock of the Company is
American Stock Transfer & Trust Co., 40 Wall Street, New York, New York 10005.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares of Common Stock in any of the
following ways (i) through dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the shares of Common Stock may be
effected from time to time in one or more transactions (which may involve
crosses or block transactions) (A) on Nasdaq or the BSE (or on such other
national stock exchanges on which the shares of Common Stock may be traded from
time to time) in transactions which may include special offerings, exchange
distributions and/or secondary distributions pursuant to and in accordance with
rules of such exchanges, (B) in the over-the-counter market, or (C) in
transactions other than on such exchanges or in the over-the-counter market, or
a combination of such transactions. Any such transaction may be effected at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices or fixed prices. The Selling
Stockholders may effect such transactions by selling shares of Common Stock to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from Selling Stockholders
and/or commissions from purchasers of shares of Common Stock for whom they may
act as agent. The Selling Stockholders and any broker-dealers or agents that
participate in the distribution of shares of Common Stock by them might be
deemed to be underwriters, and any discounts, commissions or concessions
received by any such broker-dealers or agents might be deemed to be underwriting
discounts and commissions, under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for its fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-QSB for the nine month period
ended September 30, 1996;
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form SB-2, Registration No. 33-85300; and
(d) All other reports filed by the Company pursuant to Section 13(a) and
15(d) of the Exchange Act since the Company's fiscal year ended December 31,
1996.
All documents filed by the Company with the Commission pursuant to sections
13, 14 or 15(d) of the Exchange Act subsequent hereto, but prior to the
termination of the offering of securities made by this Prospectus shall be
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deemed to be incorporated by reference herein and to be part hereof from their
respective dates of filing.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus, to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
LEGAL MATTERS
The legality of the shares offered hereby has been passed upon for the
Company by Silverman, Collura & Chernis, P.C., 381 Park Avenue South, Suite
1601, New York, New York 10016.
EXPERTS
The Company's consolidated financial statements incorporated by reference
in this Registration Statement, have been incorporated herein in reliance on the
reports of Weinick, Sanders & Company, LLP, independent accountants, given on
the authority of that firm as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware and
Article 7 of the Company's Articles of Incorporation contain provisions for
indemnification of officers, directors, employees and agents of the Company. The
Articles of Incorporation require the Company to indemnify such persons to the
full extent permitted by Delaware law. Each person will be indemnified in any
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interest of the Company.
Indemnification would cover expenses, including attorney's fees, judgments,
fines and amounts paid in settlement.
The Company's Articles of Incorporation also provided that the Company's
Board of Directors may cause the Company to purchase and maintain insurance on
behalf of any present or past director or officer insuring against any liability
asserted against such person incurred in the capacity of director or officer or
arising out of such status, whether or not the Company would have the power to
indemnify such person. The Company has acquired directors' and officers'
liability insurance.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expense
incurred or paid by a director, officer, or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
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director, officer or controlling person of the Company in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by a controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issues.
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SIGNATURES
Pursuant to the requirement of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, therewith duly authorized, in the City
of Austin on January 16, 1997.
AMERICAN BINGO & GAMING CORP.
By: /s/ Gregory Wilson
---------------------------------------
Gregory Wilson, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, hereby constitutes and appoints Gregory Wilson, his true and lawful
attorney-in-fact, with full power of substitution and resubstitution, for his
and in his name, place and stead, in any and all capacities, to sign any or all
amendments or supplements to this Registration Statement and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact full power and authority to do
and perform each and every act and thing necessary or appropriate to be done
with respect to this Registration Statement or any amendments or supplements
hereto and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in their respective
capacities with American Bingo & Gaming Corp. and on the dates indicated.
SIGNATURES
Signature Title Date
- --------- ----- ----
/s/ Gregory Wilson Chairman of the Board January 16, 1997
- ---------------------- of Directors and CEO
Gregory Wilson (Principal Executive Officer)
* Chief Financial Officer
- ---------------------- (Principal Financial
John Orton and Accounting Officer)
* President and Director
- ----------------------
Courtland Logue
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* Director
- ----------------------
Robert S. Hersch
Director
- ----------------------
Len Bussey
*By: /s/ Gregory Wilson
---------------------
Gregory Wilson
as Attorney-in-Fact
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