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): July 24, 1998
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AMERICAN BINGO & GAMING CORP.
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(Exact name of registrant
as specified in its charter)
Delaware 1-13530 74-2723809
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1440 Charleston Highway, West Columbia, South Carolina 29169
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 796-7875
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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On July 24, 1998, the Company entered into a Mutual Release and Settlement
Agreement with Greg Wilson, the Company's former President and CEO and a member
of the Company's Board of Directors. The Mutual Release and Settlement
Agreement settled the issues between the Company and Mr. Wilson that were the
basis for the issuance of the arrest warrants against Mr. Wilson disclosed in
the Company's Form 8-K dated July 2, 1998. In addition, on July 24, 1998, the
Company entered into a Severance Agreement with Mr. Wilson which provided for
his resignation from all positions he held with the Company and its subsidiaries
as well as the termination of his employment with the Company. Pursuant to the
terms of the Severance Agreement, Mr. Wilson and his wife agreed to refrain from
selling the shares of the Company's stock which they own directly in their
respective names for one year following the date of the agreement; provided,
however, both Mr. Wilson and his wife shall have the right to sell their shares
at a price of $6 per share or higher, subject to certain limitations, and Mr.
Wilson and his wife in the aggregate may sell up to 2,000 shares of the
Company's common stock per day, so long as such combined total of sales do not
exceed 20,000 shares per month. Pursuant to the terms of the Severance
Agreement, Mr. Wilson and his wife also agreed to provide a general proxy to
Andre Hilliou, as the President and CEO of the Company, for a period of 11
months authorizing Mr. Hilliou to vote such shares of Mr. and Mrs. Wilson at any
and all shareholder meetings of the Company.
In a separate matter, on July 30, 1998, the Company announced that Randall J.
Fein had resigned from the Company's Board of Directors at a meeting of the
Board held on that date. At the Board meeting, the Board elected three new
members to the Board to fill vacancies. The new members of the Board include
James L. Hall, Grover C. Seaton III, and A. Joe Willis. These three new members
of the Board join G. George Fox, George M. Harrison, Jr., Andre M. Hilliou and
Michael W. Mims on the Board. Also at the Board meeting, the Board elected the
following officers of the Company: Andre M. Hilliou - Chairman of the Board,
President and CEO, George M. Harrison, Jr. - Vice President, Michael W. Mims -
Vice President, and Richard M. Kelley - Secretary and Treasurer.
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<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.
AMERICAN BINGO & GAMING CORP.
---------------------------------
(Registrant)
By: /s/ Andre M. Hilliou
------------------------------------
Name: Andre M. Hilliou
Title: Chairman of the Board, President
and Chief Executive Officer
Dated: August 3, 1998
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INDEX TO EXHIBITS
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Exhibit Sequential
Number Description Page Number
- ------ ----------- -----------
99.1 Press Release dated July 27, 1998.
99.2 Mutual Release and Settlement Agreement with L. Gregory
Wilson dated July 24, 1998.
99.3 Severance Agreement with L. Gregory Wilson dated
July 24, 1998.
99.4 Press Release dated July 30, 1998.
<PAGE>
EXHIBIT 99.1
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AMERICAN BINGO & GAMING CORP.
JULY 27, 1998 - WEST COLUMBIA, SOUTH CAROLINA. AMERICAN BINGO & GAMING
CORP.(NASDAQ:BNGO) Andre' Hilliou, CEO of American Bingo & Gaming Corp.
announced today that Greg Wilson resigned from the Board of Directors of
American Bingo & Gaming and all other positions he held with the company.
Wilson's resignation was accepted after the close of business on Friday, July
24, 1998. Wilson previously served as CEO of American Bingo & Gaming from 1994
to 1998 and until Friday was a member of the Board of Directors of the Company.
The Company's corporate headquarters are located in West Columbia, South
Carolina. American Bingo & Gaming Corp. is a market leader in the $14 billion
non-casino gaming market and $6 billion North American charitable bingo market.
The Company generates a majority of its revenues from video gaming operations in
South Carolina and also earns revenues from bingo centers in Texas, Alabama and
South Carolina. Except for historical information contained herein, certain
matters set forth in this press release are forward looking statements that are
subject to substantial risks and uncertainties, including government regulation
and taxation, customer attendance and spending, competition, general economic
conditions, and other risks detailed in the Company's SEC reports.
###
CONTACT:
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ANDRE' M. HILLIOU
CHIEF EXECUTIVE OFFICER
(803) 796-7875
www.ambingo.com
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<PAGE>
EXHIBIT 99.2
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STATE OF SOUTH CAROLINA ) MUTUAL RELEASE
) AND
COUNTY OF LEXINGTON ) SETTLEMENT AGREEMENT
This agreement is made this 24th day of July, 1998, by and between L.
---- ----
Gregory Wilson (hereinafter Wilson), and American Bingo and Gaming Corp.
(hereinafter ABG), and George M. Harrison, Jr., Chairman of the Board of ABG.
Whereas, ABG has conducted an internal investigation which produced what
ABG believed to be credible evidence that L. Gregory Wilson received proceeds
from video gaming machines being operated at a facility owned by ABG at 1470
Charleston Highway, West Columbia, South Carolina, and leased to an operator
pursuant to an Agreement that ABG receive 80% of net proceeds from the operation
of video gaming machines at this facility;
Whereas, George M. Harrison, Jr., on behalf of ABG signed criminal warrants
against Wilson alleging breach of trust with fraudulent intent in violation of
S.C. Code 16-113-230(A) and bribery in violation of S.C. Code 16-17-540(1),
warrant nos. F-607108 and F-607109, dated June 30, 1998).
Whereas, Gregory Wilson has denied the material allegations contained in the
warrants and continues to deny same;
Whereas, the parties hereto wish to resolve the charges contained in the
separate warrants;
NOW THEREFORE, in consideration of the mutual promises contained herein and
the terms set forth below, the parties agree as follows:
1
<PAGE>
1. Wilson agrees to pay ABG Five Thousand and 00/100ths ($5,000.00) Dollars;
2. Wilson agrees to resign from all positions held with ABG and its
subsidiary companies pursuant to the terms of the Severance Agreement executed
herewith;
3. ABG and George Harrison, Jr., Chairman of the Board, hereby agrees to
dismiss the pending criminal warrants referenced herein;
4. ABG and George M. Harrison, Jr. hereby releases and discharges Wilson,
Sally Wilson, Barbara Wilson, Len Bussey and Linda Bussey, from any and every
right and all manner of action or actions, cause or causes of action, claims or
demands of any kind it now has, or anytime claimed or claimed to have had,
regarding the allegations of misappropriation of proceeds from five video game
machines placed in the premises known as "The Game Room," located within the
American Bingo Facility at 1470 Charleston Highway, West Columbia, South
Carolina, between August 28, 1996 and March 6, 1997;
5. Gregory Wilson, for himself, his heirs, successors and assigns, releases
and discharges ABG, George M. Harrison, Jr., and all other persons, firms,
corporations, associations and law firms, from any and every action or actions,
causes or causes of actions, claims or demands of any kind he now has, or at any
time claimed or claims, arising out of the execution of the arrest warrants
referenced herein and the negotiation and settlement of such charges pursuant to
this agreement.
2
<PAGE>
6. It is expressly understood and agreed that this Release contained herein
is accepted as being in full accord, satisfaction, in compromise of the disputed
claims and that the settlement is not an admission of liability, liability being
vigorously disputed, but is made for the purpose of terminating all claims,
pending or proposed, by and between Wilson and ABG, its officers and directors,
including Harrison, with respect to the allegations in the arrest warrants and
the execution of those warrants.
7. The parties agree that the terms of this agreement shall remain
confidential between the parties with the exception of required disclosures or
reporting to the SEC.
WITNESSES:
/s/Charles R. Burton /s/L. Gregory Wilson
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L. GREGORY WILSON
AMERICAN BINGO AND GAMING CORP.
/s/Daniel J. Fritze /s/ Andre M. Hilliou
- ---------------------------------- -------------------------------
By: ANDRE HILLIOU
ITS PRESIDENT
/s/Daniel J. Fritze /s/ George M. Harrison, Jr.
- ---------------------------------- -------------------------------
GEORGE M. HARRISON, JR.
CHAIRMAN OF THE BOARD
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<PAGE>
EXHIBIT 99.3
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STATE OF SOUTH CAROLINA )
) SEVERANCE AGREEMENT
COUNTY OF LEXINGTON )
This Severance Agreement is made and entered into this 24th day of July,
----
1998, between L. Gregory Wilson (hereinafter Wilson), and American Bingo &
Gaming Corp. (hereinafter "ABG");
WHEREAS, Wilson desires to tender his resignations as Director of ABG and
as an employee of ABG effective immediately;
WHEREAS, ABG wishes to accept the resignations of Wilson;
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Wilson hereby resigns from his positions as an officer, employee and
member of the Board of Directors of ABG and as an officer or director of all ABG
subsidiaries and associated companies and from any and all other positions he
may hold with ABG or any of its subsidiaries;
2. Wilson and ABG hereby mutually agree to terminate the Employment
Agreement by and between Wilson and ABG dated September 10, 1996, and Wilson
further represents and warrants that he has no other employment or severance
agreement with ABG which is in any way in effect as of the date hereof;
3. Wilson agrees to refrain from influencing, attempting to influence,
directing or attempting to direct the governance of ABG in any manner whatsoever
either directly or indirectly through others acting on his behalf;
1
<PAGE>
4. Wilson disclaims ownership or beneficial ownership of any shares of ABG
other than shares held in his name. With the exception as noted below, Wilson
agrees to refrain from selling, pledging, hypothecating, exercising and voting
any and all ABG shares, warrants and/or options that Wilson owns directly or
beneficially for 1 year following the date of this agreement. Wilson hereby
represents that he owns 524,228 shares of ABG. With the exception as noted
below, Sally Wilson agrees to refrain from selling, pledging, hypothecating,
exercising and voting any and all ABG shares, warrants and/or options that Sally
Wilson owns directly or beneficially for one (1) year following the date of this
agreement. Sally Wilson hereby represents that she owns 560,417 shares of ABG.
Wilson and Sally Wilson agree to provide a general proxy to Andre Hilliou for a
period of eleven (11) months authorizing Hilliou to vote the ABG shares of
Wilson and Sally Wilson at any and all shareholder meetings of ABG.
Notwithstanding the foregoing, Wilson and Sally Wilson shall each have the right
to sell the shares which each of them own either directly or beneficially
through the NASDAQ Small Cap Market System at a selling price of $6 per share or
higher, provided that neither Wilson nor Sally Wilson shall sell more than 25%
of the total shares owned by the two of them combined during any 90 day period,
subject to all applicable federal and state rules, regulations and statutes,
including but not limited to SEC Rule 144.
2
<PAGE>
Exception: Wilson and/or Sally Wilson in the aggregate may sell ABG common
stock each owns up to 2,000 shares per day, so long as such combined total of
sales do not exceed 20,000 shares per month.
There are and will be no other lockups or restraints on the ABG shares, warrants
and/or options of Linda Bussey, Barbara Wilson, the Wilson Family Trust or the
Linda Bussey Irrevocable Trust except as provided by law. ABG will waive any
company lockup agreement which may exist as to the shares, consistent with
applicable law, and will assist in assuring that the shares can be traded.
5. Wilson agrees to execute the attached Termination of Voting Agreement
that will terminate the Voting Agreement dated December 18, 1997, by and between
Michael W. Mims, L. Gregory Wilson, George M. Harrison, Jr., Thomas M. Harrison
and William W. Harrison;
6. Wilson agrees that he will not acquire any additional shares of ABG
except through the exercise of vested options held by him, either directly or
beneficially through others from this date forward.
7. Wilson agrees to return any and all property of ABG that is in his
possession and/or control, including all company vehicles, telephones, credit
cards and other items, with the exception of the 1998 Chevrolet Suburban
automobile which he has driven for the past eight months, ownership of which
will be transferred to him upon his payment of $25,000 to ABG;
3
<PAGE>
8. ABG agrees to continue Wilson on the existing health insurance plan for a
period of eighteen months from the date of execution of this agreement provided
that Wilson pays the premium for such health coverage;
9. ABG agrees that any claims, demands, or causes of action that it now has
or discovers in the future for conduct occurring before the date of this
agreement against either Wilson, Barbara Wilson or any other member of Wilson's
family will be pursued in civil litigation in a court of competent jurisdiction;
10. Wilson on behalf of himself, his heirs, successors and assigns, hereby
releases and discharges ABG and any and all other persons, firms, corporations,
associations and law firms from any and every right and all manner of action or
actions, cause or causes of action, claims or demands of any kind he now has, or
at any time claimed or claims, arising out of Wilson's association with ABG
whether as a director, officer, employee or otherwise, except that in the event
of civil suit being brought by ABG against Wilson, Barbara Wilson or any other
member of Wilson's family, Wilson, on behalf of himself, his heirs, successors
and assigns, may assert any counterclaims, cross-actions or other actions which
may be available in response to such suit or suits in the absence of this
agreement.
11. This Severance Agreement is governed by the laws of the State of South
Carolina;
4
<PAGE>
12. The parties further agree that any dispute relating to this agreement,
including whether the parties have abided by their obligations as agreed to
herein, shall be litigated exclusively in the Court of Common Pleas, Eleventh
Judicial Circuit, State of South Carolina and the parties hereby agree to submit
to that court's jurisdiction.
/s/Charles R. Burton /s/L. Gregory Wilson
- ---------------------------------- -------------------------------
Witness L. Gregory Wilson
/s/Charles R. Burton /s/Sally Wilson
- ---------------------------------- -------------------------------
Witness Sally Wilson
AMERICAN BINGO & GAMING CORP.
/s/Daniel J. Fritze /s/Andre M. Hilliou
- ---------------------------------- -------------------------------
Witness Andre Hilliou
President
5
<PAGE>
TERMINATION OF VOTING AGREEMENT
This Termination of Voting Agreement (this "Agreement") is made as of this
___ day of ________________, 1998, by and between Michael W. Mims, L. Gregory
Wilson, George M. Harrison, Jr., Thomas M. Harrison, and William W. Harrison
(the "Shareholders"), all of whom are shareholders of American Bingo & Gaming
Corp., a corporation organized and existing under the laws of the State of
Delaware (the "Company").
WHEREAS, the Shareholders entered into a Voting Agreement dated as of
December 18, 1997 (the "Voting Agreement") related to their agreement to support
the nomination of certain persons to the Board of Directors of the Company; and
WHEREAS, the Shareholders now desire to terminate the Voting Agreement;
NOW, THEREFORE, for and in consideration of the agreements made herein, the
Shareholders hereby agreed as follows:
1. The Shareholders hereby mutually consent to terminate the Voting
Agreement, effective as of the date of this Agreement.
2. This Agreement may be executed in multiple counterparts.
3. This Agreement shall be for the benefit of and be binding upon the
parties hereto and their successors, assigns and personal representatives.
IN WITNESS WHEREOF, the Shareholders have hereunto set their hands.
____________________________________
Michael W. Mims
____________________________________
L. Gregory Wilson
____________________________________
George M. Harrison, Jr.
____________________________________
Thomas M. Harrison
____________________________________
William W. Harrison
<PAGE>
EXHIBIT 99.4
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AMERICAN BINGO & GAMING CORP.
ANNOUNCES BOARD CHANGES
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JULY 30, 1998 - WEST COLUMBIA, SOUTH CAROLINA. AMERICAN BINGO & GAMING CORP.
(NASDAQ:BNGO) Andre' Hilliou, Chairman of the Board and CEO of American Bingo &
Gaming Corp. announced today that Randall J. Fein resigned from the Board of
Directors at a meeting of the Board held earlier today. Mr. Hilliou thanked Mr.
Fein for his dedication and service to American Bingo & Gaming during this
important period in the Company's transition to a new management team.
During the Board meeting, the Board elected three new members to the Board to
fill vacancies. The new members of the Board include James L. Hall, Grover C.
Seaton III, and A. Joe Willis.
Mr. Hall was born in Lafayette, Virginia on December 15, 1940. He received a
Bachelor of Science in Business in 1963 from Virginia Tech. Mr. Hall joined the
armed forces upon graduation from college and served five years with the Air
Force, reaching the rank of Captain. Upon leaving the Air Force, Mr. Hall
served 25 years with AT&T and Bell Atlantic. His last position was with Bell
Atlantic as Director of Operations for western Virginia. Mr. Hall has attended
executive development classes at The Wharton School of the University of
Pennsylvania and the Darden Graduate School of Business Administration of the
University of Virginia. Mr. Hall is a Director of the Virginia Red Cross, Past
President of the Cattlemen's Association as well as President and Director of
Southwestern Telco Federal Credit Union.
Mr. Seaton was born in Wilmington, North Carolina, on September 13, 1942.
He received a Bachelor of Arts from the University of North Carolina in 1966 and
a Master of Arts from the University of South Carolina in 1969. He received a
Juris Doctor from the University of South Carolina in 1971. He is currently the
Senior Partner of Seaton & Manley, P.C., a law firm located in Moncks Corner,
South Carolina. Mr. Seaton is a member of the South Carolina Bar Association
and is admitted to practice before the U.S. District Court, the Fourth Circuit
Court of Appeals and the United States Supreme Court. Mr. Seaton is a founding
member of the National College for DUI Defense at the Harvard Law School. He is
also a founding member of the South Carolina Association of Criminal Defense
Lawyers.
Mr. Willis was born in Harman, Virginia on January 20, 1939. He received his
Doctor of Chiropractic from Palmer College of Chiropractic in 1960, and his B.A.
in 1978 from New College of Chiropractic. Mr. Willis is currently the President
of Willis Chiro Med, which owns over 30 chiropractic clinics in South Carolina,
North Carolina and Idaho. He is a delegate to, and member of, the American
Chiropractic Association, a member of the
<PAGE>
Board of Directors of the South Carolina Chiropractic Association and a state
delegate to the Chiropractic Rehabilitation Association. Mr. Willis was the
South Carolina Chiropractor of the Year in 1996. Mr. Willis also serves on the
Board of Directors of the South Carolina Policy Council.
Mr. Hilliou stated that he is encouraged by the strength and experience of the
new Board members and looks forward to their valuable contributions to the
Company.
Also at the Board meeting, the Board elected the following officers of the
Company: Andre' Hilliou - Chairman of the Board, President and CEO, George
Harrison, Jr. - Vice President, Michael Mims - Vice President, and Richard M.
Kelley - Secretary and Treasurer. The Board thanked Mr. Harrison for his
valuable service during the past four months as the Chairman of the Board during
the Company's critical transition period.
The Company's corporate headquarters are located in West Columbia, South
Carolina. American Bingo & Gaming Corp. is a market leader in the $14 billion
non-casino gaming market and $6 billion North American charitable bingo market.
The Company generates a majority of its revenues from video gaming operations in
South Carolina and also earns revenues from bingo centers in Texas, Alabama and
South Carolina. Except for historical information contained herein, certain
matters set forth in this press release are forward looking statements that are
subject to substantial risks and uncertainties, including government regulation
and taxation, customer attendance and spending, competition, general economic
conditions, and other risks detailed in the Company's SEC reports.
###
CONTACT:
- --------
ANDRE' M. HILLIOU
CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER, AND PRESIDENT
(803) 796-7875
www.ambingo.com
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<PAGE>
