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): September 9, 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 September 9, 1998, American Bingo & Gaming Corp. (the "Company") entered into
a Letter of Intent with Gary Mike Ehler for the acquisition of six entities,
which entities, in the aggregate, operate six bingo centers in Texas. The
closing of this transaction is subject to, among other things, the completion of
the Company's due diligence of the six entities being acquired and the
negotiation and execution of a definitive contract. Of these six bingo centers,
three are located in Lubbock, two are located in Amarillo, and one is located in
Odessa. The transaction is currently scheduled to close before the end of
October 1998.
On September 9, 1998, the Company filed a civil lawsuit in Columbia, South
Carolina, against two former directors, Greg Wilson and Robert Hersch, Investors
Associates, Inc., which previously served as the Company's underwriter, and two
former employees, Roy Stevens and Paul Hermelink. The lawsuit seeks to recover
both actual and punitive damages, as well as the return of profits wrongfully
obtained and the return of assets, including common stock of the Company,
wrongfully acquired, pursuant to various causes of action. The lawsuit alleges,
among other things, that the defendants either wasted, misappropriated, diverted
and/or acquired certain assets of the Company without payment of consideration
to the Company, that defendants Wilson, Hersch and Investors Associates acquired
warrants for the Company's common stock issued by the Company for which the
defendants did not pay consideration, and that defendants Wilson and Hersch
acquired common stock from the Company for which the defendants failed to pay
any consideration to the Company.
On September 18, 1998, the Company announced that G. George Fox had resigned
from the Company's Board of Directors at a meeting of the Board held on that
date. The Company has not yet filled the vacancy on the Board created by the
resignation of Mr. Fox.
Item 7. Exhibits.
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99.1 Press Release dated September 22, 1998.
99.2 Press Release dated September 15, 1998.
99.3 Press Release dated September 18, 1998.
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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 hereunto duly authorized.
AMERICAN BINGO & GAMING CORP.
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(Registrant)
By: /s/ Andre M. Hilliou
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Name: Andre M. Hilliou
Title: Chairman of the Board, President
and Chief Executive Officer
Dated: September 24, 1998
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<PAGE>
INDEX TO EXHIBITS
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Exhibit
Number Description
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99.1 Press Release dated September 22, 1998.
99.2 Press Release dated September 15, 1998.
99.3 Press Release dated September 18, 1998.
<PAGE>
EXHIBIT 99.1
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AMERICAN BINGO & GAMING CORP.
ANNOUNCES TEXAS BINGO ACQUISITION
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SEPTEMBER 22, 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 the signing of a letter of intent to acquire six
additional bingo centers in the Texas market. All six of these bingo centers
are currently owned and operated by Gary Mike Ehler. Of these bingo centers,
three are located in Lubbock, two are located in Amarillo, and one is located in
Odessa. American Bingo & Gaming is expected to assume ownership and operation
before the end of October 1998.
Mr. Hilliou stated "We are extremely pleased to announce this further expansion
in Texas. The acquisition of these six bingo centers, together with our current
14 centers in Texas, South Carolina and Alabama, will give us 20 overall. All
six of these bingo centers are well established with experienced management.
The existing management team for these bingo centers will continue to operate
the centers following the acquisition. Historically, these bingo centers have
generated strong pre-tax earnings. We expect this acquisition will have a very
favorable effect on our financial returns."
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.
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CONTACT:
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ANDRE' M. HILLIOU
CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER AND PRESIDENT
(803) 796-7875
www.ambingo.com
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<PAGE>
EXHIBIT 99.2
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AMERICAN BINGO & GAMING CORP.
FILES SUIT AGAINST TWO FORMER DIRECTORS
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SEPTEMBER 15, 1998 - WEST COLUMBIA, SOUTH CAROLINA. AMERICAN BINGO & GAMING
CORP. (NASDAQ:BNGO): Andre Hilliou, CEO of American Bingo & Gaming Corp.,
announced today the Company has filed suit against two former directors, Greg
Wilson and Robert Hersch, and Investors Associates, which previously served as
the Company's underwriter, in civil court in Columbia, South Carolina. The
purpose of the lawsuit is to recover monies owed to the Company from various
transactions. In addition, the Company has filed suit against two other
individuals along with Wilson alleging certain improprieties and seeking
recovery on behalf 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:
- --------
ANDRE' M. HILLIOU
CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER AND PRESIDENT
(803) 796-7875
www.ambingo.com
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<PAGE>
EXHIBIT 99.3
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AMERICAN BINGO & GAMING CORP.
ANNOUNCES BOARD RESIGNATION
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SEPTEMBER 18, 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 that G. George Fox resigned from the Board of
Directors at a meeting of the Board held earlier today. Mr. Hilliou stated that
"Mr. Fox has faithfully served the Company as an outside director and it is with
deep regret that we have accepted his resignation. His services to the
shareholders cannot be minimized and the Company has greatly appreciated his
services." Mr. Hilliou noted that the Board has not yet taken action to fill
the vacancy on the Board created by Mr. Fox's resignation.
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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