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 2, 1999
------------
AMERICAN BINGO & GAMING CORP.
-----------------------------
(Exact name of registrant
as specified in its charter)
Delaware 1-13530 74-2723809
-------- ------- ----------
(State or other (Commission (I.R.S.Employer
jurisdiction of File Number) Identification No.)
incorporation)
1440 Charleston Highway, West Columbia, South Carolina 29169
- ------------------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (803) 796-7875
--------------
Not Applicable
--------------
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
- ------- --------------
On July 2, 1999, the Company announced the resignation of the following members
of its Board of Directors and members of management:
- Mr. James L. Hall, formerly a Director, resigned from the Board of
Directors. The Company and Mr. Hall entered into a Severance Agreement
that included a mutual release between the Company and Mr. Hall. The
Severance Agreement is attached as Exhibit 10.1.
- Mr. George M. Harrison, Jr., formerly a Director and Vice President,
resigned from all positions held with the Company and its subsidiaries
and terminated his Employment Agreement with the Company. The Company
and Mr. Harrison entered into a Severance Agreement that provides that
Mr. Harrison will receive the payments and other benefits to which he
is entitled under his Employment Agreement through December 17, 1999.
This Severance Agreement is attached as Exhibit 10.2.
- Mr. Andre M. Hilliou, formerly Chairman of the Board, President and
Chief Executive Officer, resigned from all positions held with the
Company and its subsidiaries and terminated his Employment Agreement
with the Company. The Company and Mr. Hilliou entered into a Severance
Agreement that included a mutual release between the Company and Mr.
Hilliou and that provided for a lump sum severance payment to Mr.
Hilliou of $228,600, which was generally in agreement with the
termination provisions of his Employment Agreement. This Severance
Agreement is attached as Exhibit 10.3.
- Mr. Michael W. Mims, formerly a Director, resigned from all positions
held with the Company and its subsidiaries and terminated his
Consulting Agreement with the Company. The Company and Mr. Mims
entered into a Severance Agreement, which is attached as Exhibit 10.4.
- Mr. Grover C. Seaton III, formerly a Director, resigned from the Board
of Directors. The Company and Mr. Seaton entered into a Severance
Agreement that included a mutual release between the Company and Mr.
Seaton. The Severance Agreement is attached as Exhibit 10.5.
- Mr. A. Joe Willis, formerly a Director, resigned from the Board of
Directors. Mr. Willis and the Company did not enter into a severance
agreement.
- Mr. Richard M. Kelley, formerly Chief Financial Officer, Vice
President and Treasurer, resigned from all positions held with the
Company and its subsidiaries and terminated his Employment Agreement
with the Company. The Company and Mr. Kelley entered into a Severance
Agreement that included a mutual release between the Company and Mr.
Kelley and that provided for a lump sum severance payment to Mr.
Kelley of $190,000, which was generally in agreement with the
termination provisions of his Employment Agreement. This Severance
Agreement is attached as Exhibit 10.6.
- Ms. Nancy J. Pollick, formerly Vice President of Operations, resigned
from all positions held with the Company and its subsidiaries and
terminated her Employment Agreement with the Company. The Company and
Ms. Pollick entered into a Severance Agreement that provided for a
lump sum severance payment to Ms. Pollick of $70,000, which was
generally in agreement with the termination provisions of her
Employment Agreement. This Severance Agreement is attached as
Exhibit 10.7.
-2-
<PAGE>
On July 6, 1999, the Company announced that at a meeting of the Board of
Directors, the Board had elected Mr. Jeffrey L. Minch as a new Director to fill
a vacancy on the Board. Mr. Minch joins Mr. Kenneth R. Adams and Mr. Daniel W.
Deloney on the Board. In addition, at the meeting of the Board of Directors,
the Board elected Mr. Deloney as Chairman of the Board and President and Chief
Executive Officer of the Company.
In addition to the Board and management changes discussed above, on July 9,
1999, Mr. Brock Henning, a former South Carolina bingo area manager, and Ms.
Connie Ryan, former Controller, resigned from the Company.
ITEM 7. EXHIBITS.
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10.1 Severance Agreement with James L. Hall dated July 1, 1999.
10.2 Severance Agreement with George M. Harrison, Jr. dated July 2,
1999.
10.3 Severance Agreement with Andre M. Hilliou dated July 2, 1999.
10.4 Severance Agreement with Michael W. Mims dated July 2, 1999.
10.5 Severance Agreement with Grover C. Seaton III dated June 30, 1999.
10.6 Severance Agreement with Richard M. Kelley dated July 2, 1999.
10.7 Severance Agreement with Nancy J. Pollick dated July 2, 1999.
99.1 Press Release dated July 2, 1999.
99.2 Press Release dated July 6, 1999.
-3-
<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/ Daniel W. Deloney
---------------------------------
Name: Daniel W. Deloney
Title: Chairman of the Board, President
and Chief Executive Officer
Dated: July 22, 1999
---------------
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<PAGE>
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
-----------------
Exhibit Sequential
Number Description Page Number
- ------- ---------------------------------------------------------------------- -----------
<C> <S> <C>
10.1 Severance Agreement with James L. Hall dated
July 1, 1999.
10.2 Severance Agreement with George M. Harrison, Jr.
dated July 2, 1999.
10.3 Severance Agreement with Andre M. Hilliou dated
July 2, 1999.
10.4 Severance Agreement with Michael W. Mims dated
July 2, 1999.
10.5 Severance Agreement with Grover C. Seaton III
dated June 30, 1999.
10.6 Severance Agreement with Richard M. Kelley dated
July 2, 1999.
10.7 Severance Agreement with Nancy J. Pollick dated
July 2, 1999.
99.1 Press Release dated
July 2, 1999.
99.2 Press Release dated
July 6, 1999.
</TABLE>
<PAGE>
EXHIBIT 10.1
SEVERANCE AGREEMENT
-------------------
This Severance Agreement (this "Agreement") is made this 1st day of July,
1999, by and between James L. Hall (hereinafter "Hall") and American Bingo &
Gaming Corp. (hereinafter "ABG").
WHEREAS Hall is a member of the Board of Directors of ABG;
WHEREAS Hall and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Hall and ABG, it may be in
the best interest of Hall and ABG for Hall to resign from the Board of
Directors; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Hall hereby resigns from the Board of Directors of ABG
-----------
and from any and all other positions held with ABG and its
subsidiaries (if any). Furthermore, Hall agrees that he will not seek
or accept nomination or election to the Board of Directors of ABG or
any of its subsidiaries for a period of two years from the date
hereof.
2. Stock Options. Hall has been duly issued options to purchase 6,000
--------------
shares of ABG's Common Stock, par value $0.001 per share, (the
"Options") pursuant to ABG's 1997 Stock Option Plan (the "Plan"). ABG
hereby accelerates the vesting period for these Options such that all
of the Options are immediately vested.
3. Confidentiality. Hall hereby acknowledges, represents and agrees that
---------------
he will maintain the confidentiality of all information obtained
regarding ABG, including but not limited to its operations,
management, financial matters, plans and other material data, and that
he will not in any fashion, form or manner, either directly or
indirectly, divulge, disclose or communicate to any person, firm,
corporation or other business entity, in any manner whatsoever, any
such confidential information concerning ABG. However, Hall may
disclose any information required by law to be disclosed by Hall after
Hall has notified ABG of such requirement and given ABG the
opportunity to review the information to be disclosed.
4. Hall Global Release. ABG hereby releases Hall from any and all past,
---------------------
present or future claims, demands, actions, causes of action, costs,
judgments, expenses, attorney's fees, damages and all liabilities
whatsoever at law or in equity, whether known or unknown, that ABG may
have, claim to have, or have ever had, against Hall arising from any
and all causes of action, whether intentional, wanton, reckless,
malicious, negligent, grossly negligent, or inadvertent, in contract
or in tort. In this regard, the parties to this Agreement intend for
the release provided by this Agreement to cause, to the fullest extent
permitted by law and at equity, the complete and final discharge and
extinguishing of all claims and causes of action against Hall, whether
known or unknown, involving the parties hereto, for all time up to and
<PAGE>
including the date of this Agreement. ABG agrees to indemnify and hold
Hall harmless from and against any and all costs, judgments, expenses,
attorney's fees, damages or liabilities whatsoever relating to any and
all claims that may be brought against Hall in connection with his
position as a member of the Board of Directors of ABG to the fullest
extent authorized by Delaware law as provided in paragraph 7 of the
Certificate of Incorporation of ABG, as amended October 17, 1994.
5. ABG Release. Hall hereby releases ABG and its officers and directors
------------
from any and all past, present or future claims, demands, actions,
causes of action, costs, judgments, expenses, attorney's fees, damages
and all liabilities whatsoever at law or in equity, whether known or
unknown, that he may have, claim to have, or have ever had, against
ABG and its officers and directors arising from any and all causes of
action, whether intentional, wanton, reckless, malicious, negligent,
grossly negligent, or inadvertent, in contract or in tort. In this
regard, the parties to this Agreement intend for the release provided
by this Agreement to cause, to the fullest extent permitted by law and
at equity, the complete and final discharge and extinguishing of all
claims and causes of action against ABG and its officers and
directors, whether known or unknown, involving the parties hereto, for
all time up to and including the date of this Agreement.
6. Governing Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the laws of the State of South Carolina.
7. Severability. If any provision of this Agreement or any portion of any
------------
provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
8. Further Assurances. The parties shall from time to time promptly
------------------
execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
9. Counterparts and Fax Signature Pages. It is understood and agreed that
--------------------------------------
this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
-2-
<PAGE>
10. Supersedes Prior Agreements. It is understood and agreed that this
-----------------------------
Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Doris J. Hall /s/ James L. Hall
-------------------- --------------------
James L. Hall
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Daniel J. Fritze By: /s/ Daniel W. Deloney
----------------------- ------------------------------
Name: Daniel W. Deloney
------------------------------
Title: Vice Chairman of the Board
------------------------------
-3-
<PAGE>
EXHIBIT 10.2
SEVERANCE AGREEMENT
-------------------
This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between George M. Harrison, Jr. (hereinafter "Harrison") and
American Bingo & Gaming Corp. (hereinafter "ABG").
WHEREAS Harrison is a member of the Board of Directors of ABG and an
employee and officer of ABG;
WHEREAS Harrison and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Harrison and ABG, it may be
in the best interest of Harrison and ABG for Harrison to resign from the Board
of Directors and from all other positions held with ABG; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Harrison hereby resigns as an officer of ABG, from the
-----------
Board of Directors of ABG and from any and all other positions held
with ABG and its subsidiaries (if any). Furthermore, Harrison agrees
that for a period of two years from the date hereof he will not seek
or accept (i) nomination or election to the Board of Directors of ABG
or any of its subsidiaries or (ii) employment with ABG or any of its
subsidiaries.
2. Employment Agreement. The Employment Agreement between Harrison and
---------------------
ABG dated December 18, 1997, as amended February 25, 1998 and July 27,
1998, is hereby terminated; provided, however, Harrison and ABG have
agreed that ABG shall provide Harrison with the payments and other
benefits that he is entitled to under such Employment Agreement
through December 17, 1999. In connection with the termination of the
Employment Agreement, Harrison and ABG agree that the nondisclosure
and noncompete provisions contained in Section 8 of the Employment
Agreement shall terminate on December 17, 1999. Furthermore, as
provided in Section 2.3 of Harrison's Employment Agreement, ABG
acknowledges that the balance due, including accrued interest thereon,
on the Promissory Note dated February 24, 1998, by and between ABG and
Harrison is hereby forgiven in full and any obligation of Harrison to
make further payments of principal and/or interest to ABG pursuant to
the Promissory Note is hereby terminated and forgiven.
3. Confidentiality. Harrison hereby acknowledges, represents and agrees
---------------
that he will maintain the confidentiality of all information obtained
regarding ABG, including but not limited to its operations,
management, financial matters, plans and other material data, and that
he will not in any fashion, form or manner, either directly or
<PAGE>
indirectly, divulge, disclose or communicate to any person, firm,
corporation or other business entity, in any manner whatsoever, any
such confidential information concerning ABG. However, Harrison may
disclose any information required by law to be disclosed by Harrison
after Harrison has notified ABG of such requirement and given ABG the
opportunity to review the information to be disclosed.
4. Indemnification. ABG agrees to indemnify and hold Harrison harmless
---------------
from and against any and all costs, judgments, expenses, attorney's
fees, damages or liabilities whatsoever relating to any and all claims
that may be brought against Harrison in connection with his position
as a member of the Board of Directors of ABG or his position as an
officer of ABG to the fullest extent authorized by Delaware law as
provided in paragraph 7 of the Certificate of Incorporation of ABG, as
amended October 17, 1994.
5. Governing Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the laws of the State of South Carolina.
6. Severability. If any provision of this Agreement or any portion of any
------------
provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
7. Further Assurances. The parties shall from time to time promptly
------------------
execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
8. Counterparts and Fax Signature Pages. It is understood and agreed that
--------------------------------------
this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
9. Supersedes Prior Agreements. It is understood and agreed that this
-----------------------------
Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Andre M. Hilliou /s/ George M. Harrison, Jr.
---------------------- -------------------------------
George M. Harrison, Jr.
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Daniel J. Fritze By: /s/ Daniel W. Deloney
----------------------- ------------------------------
Name: Daniel W. Deloney
------------------------------
Title: Vice Chairman of the Board
------------------------------
-3-
<PAGE>
EXHIBIT 10.3
SEVERANCE AGREEMENT
-------------------
This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between Andre M. Hilliou (hereinafter "Hilliou") and American
Bingo & Gaming Corp. (hereinafter "ABG").
WHEREAS Hilliou is a member of the Board of Directors of ABG and an
employee and officer of ABG;
WHEREAS Hilliou and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Hilliou and ABG, it may be
in the best interest of Hilliou and ABG for Hilliou to resign from the Board of
Directors and from all other positions held with ABG; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Hilliou hereby resigns as the Chairman of the Board,
-----------
President and Chief Executive Officer of ABG, from the Board of
Directors of ABG and from any and all other positions held with ABG
and its subsidiaries (if any). Furthermore, Hilliou agrees that for a
period of two years from the date hereof he will not seek or accept
nomination or election to the Board of Directors of ABG or any of its
subsidiaries.
2. Employment Agreement. The Employment Agreement between Hilliou and ABG
---------------------
dated April 30, 1998, is hereby terminated and neither party shall
have any further obligations thereunder.
3. Severance Payment. ABG does hereby agree to pay to Hilliou on the date
------------------
of execution of this Agreement $228,600 as a severance payment. In
addition, ABG shall fund the cost of Hilliou's health insurance,
dental insurance, life insurance and long-term disability insurance
for coverage comparable to that provided to Hilliou immediately prior
to termination of his employment with ABG, which insurance shall be
provided from the date of this Agreement through June 30, 2000. Other
than the benefits stated above, Hilliou shall not receive, and shall
not be entitled to, any further severance benefits.
4. Confidentiality. For a period of two years from the date of execution
---------------
of this Agreement, Hilliou agrees that he will not, for any reason, in
any fashion, form or manner, either directly or indirectly, divulge,
disclose or communicate to any person, firm, corporation or other
business entity, in any manner whatsoever, any confidential
information or trade secrets concerning the business of ABG,
including, without limiting the generality of the foregoing, the
<PAGE>
techniques, methods or systems of its operation or management, any
information regarding its financial matters, or any other material
information concerning the business of ABG, its manner of operation,
its plans or other material data. The provisions of this Section 4
shall not apply to (i) information that is public knowledge other than
as a result of disclosure by Hilliou in breach of this Section 4; (ii)
information disseminated by ABG to third parties in the ordinary
course of business; (iii) information lawfully received by Hilliou
from a third party who, based upon inquiry by Hilliou, is not bound by
a confidential relationship to ABG; (iv) information disclosed under a
requirement of law or as directed by applicable legal authority or
regulatory agency; or (v) information and business contacts known to
Hilliou prior to his employment with ABG.
5. Hilliou Global Release. ABG hereby releases Hilliou from any and all
------------------------
past, present or future claims, demands, actions, causes of action,
costs, judgments, expenses, attorney's fees, damages and all
liabilities whatsoever at law or in equity, whether known or unknown,
that ABG may have, claim to have, or have ever had, against Hilliou
arising from any and all causes of action, whether intentional,
wanton, reckless, malicious, negligent, grossly negligent, or
inadvertent, in contract or in tort. In this regard, the parties to
this Agreement intend for the release provided by this Agreement to
cause, to the fullest extent permitted by law and at equity, the
complete and final discharge and extinguishing of all claims and
causes of action against Hilliou, whether known or unknown, involving
the parties hereto, for all time up to and including the date of this
Agreement. ABG agrees to indemnify and hold Hilliou harmless from and
against any and all costs, judgments, expenses, attorney's fees,
damages or liabilities whatsoever relating to any and all claims that
may be brought against Hilliou in connection with his position as an
officer of ABG to the fullest extent authorized by Delaware law as
provided in paragraph 7 of the Certificate of Incorporation of ABG, as
amended October 17, 1994.
6. ABG Release. Hilliou hereby releases ABG and its officers and
------------
directors from any and all past, present or future claims, demands,
actions, causes of action, costs, judgments, expenses, attorney's
fees, damages and all liabilities whatsoever at law or in equity,
whether known or unknown, that he may have, claim to have, or have
ever had, against ABG and its officers and directors arising from any
and all causes of action, whether intentional, wanton, reckless,
malicious, negligent, grossly negligent, or inadvertent, in contract
or in tort. In this regard, the parties to this Agreement intend for
the release provided by this Agreement to cause, to the fullest extent
permitted by law and at equity, the complete and final discharge and
extinguishing of all claims and causes of action against ABG and its
officers and directors, whether known or unknown, involving the
parties hereto, arising only from events occurring for all time up to
and including the date of this Agreement.
7. Governing Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the laws of the State of South Carolina.
-2-
<PAGE>
8. Severability. If any provision of this Agreement or any portion of any
------------
provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
9. Further Assurances. The parties shall from time to time promptly
------------------
execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
10. Counterparts and Fax Signature Pages. It is understood and agreed that
-------------------------------------
this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
11. Supersedes Prior Agreements. It is understood and agreed that this
-----------------------------
Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Richard Kelley /s/ Andre M. Hilliou
-------------------- ----------------------
Andre M. Hilliou
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Daniel J. Fritze By: /s/ Daniel W. Deloney
----------------------- ------------------------------
Name: Daniel W. Deloney
------------------------------
Title: Vice Chairman of the Board
------------------------------
-3-
<PAGE>
EXHIBIT 10.4
SEVERANCE AGREEMENT
-------------------
This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between Michael W. Mims (hereinafter "Mims") and American Bingo &
Gaming Corp. (hereinafter "ABG").
WHEREAS Mims is a member of the Board of Directors of ABG;
WHEREAS Mims and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Mims and ABG, it may be in
the best interest of Mims and ABG for Mims to resign from the Board of
Directors; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Mims hereby resigns from the Board of Directors of ABG
-----------
and from any and all other positions held with ABG and its
subsidiaries (if any). Furthermore, Mims agrees that he will not seek
or accept nomination or election to the Board of Directors of ABG or
any of its subsidiaries for a period of two years from the date
hereof.
2. Consulting Agreement. The Consulting Agreement between Mims and ABG
---------------------
dated November 9, 1998 is hereby terminated and neither party shall
have any further obligations thereunder.
3. Conditions of Agreement. This Agreement is contingent upon, and in
--------------------------
consideration of, the simultaneous resignations from ABG's Board of
Directors of Jim Hall, Andre Hilliou, George Harrison, Grover Seaton,
and Joe Willis, and the election to the Board of Directors of Jeff
Minch. In addition, this Agreement is also contingent upon, and in
consideration of, the termination of the employment of Nancy Pollick
and Richard Kelley with the Company. Furthermore, this Agreement is
also contingent upon, and in consideration of, the simultaneous
resignation of Andre Hilliou from his positions held as Chairman of
the Board, Chief Executive Officer and President of the Company;
provided, however, ABG and Mr. Hilliou may enter into an agreement
pursuant to which Mr. Hilliou may provide services to ABG to assist
with the transition of the Company.
4. Confidentiality. Mims hereby acknowledges, represents and agrees that
---------------
he will maintain the confidentiality of all information obtained
regarding ABG, including but not limited to its operations,
management, financial matters, plans and other material data, and that
he will not in any fashion, form or manner, either directly or
indirectly, divulge, disclose or communicate to any person, firm,
<PAGE>
corporation or other business entity, in any manner whatsoever, any
such confidential information concerning ABG. However, Mims may
disclose any information required by law to be disclosed by Mims after
Mims has notified ABG of such requirement and given ABG the
opportunity to review the information to be disclosed.
5. Mims & Dye Enterprises, LLC. The parties to this Agreement acknowledge
------------------------------
that this Agreement has no impact on the existing agreements and
business relationships between ABG and Mims & Dye Enterprises, LLC.
6. Governing Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the laws of the State of South Carolina.
7. Severability. If any provision of this Agreement or any portion of any
------------
provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
8. Further Assurances. The parties shall from time to time promptly
------------------
execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
9. Counterparts and Fax Signature Pages. It is understood and agreed that
--------------------------------------
this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
10. Supersedes Prior Agreements. It is understood and agreed that this
-----------------------------
Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Cynthia S. Turnipseed /s/ Michael W. Mims
---------------------------- ----------------------
Michael W. Mims
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Daniel J. Fritze By: /s/ Daniel W. Deloney
----------------------- ------------------------------
Name: Daniel W. Deloney
------------------------------
Title: Vice Chairman of the Board
------------------------------
-3-
<PAGE>
EXHIBIT 10.5
SEVERANCE AGREEMENT
-------------------
This Severance Agreement (this "Agreement") is made this 30th day of June,
1999, by and between Grover C. Seaton III (hereinafter "Seaton") and American
Bingo & Gaming Corp. (hereinafter "ABG").
WHEREAS Seaton is a member of the Board of Directors of ABG;
WHEREAS Seaton and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Seaton and ABG, it may be in
the best interest of Seaton and ABG for Seaton to resign from the Board of
Directors; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Seaton hereby resigns from the Board of Directors of ABG
-----------
and from any and all other positions held with ABG and its
subsidiaries (if any). Furthermore, Seaton agrees that he will not
seek or accept nomination or election to the Board of Directors of ABG
or any of its subsidiaries for a period of two years from the date
hereof.
2. Confidentiality. Seaton hereby acknowledges, represents and agrees
---------------
that he will maintain the confidentiality of all information obtained
regarding ABG, including but not limited to its operations,
management, financial matters, plans and other material data, and that
he will not in any fashion, form or manner, either directly or
indirectly, divulge, disclose or communicate to any person, firm,
corporation or other business entity, in any manner whatsoever, any
such confidential information concerning ABG. However, Seaton may
disclose any information required by law to be disclosed by Seaton
after Seaton has notified ABG of such requirement and given ABG the
opportunity to review the information to be disclosed.
3. Seaton Global Release. ABG hereby releases Seaton from any and all
----------------------
past, present or future claims, demands, actions, causes of action,
costs, judgments, expenses, attorney's fees, damages and all
liabilities whatsoever at law or in equity, whether known or unknown,
that ABG may have, claim to have, or have ever had, against Seaton
arising from any and all causes of action, whether intentional,
wanton, reckless, malicious, negligent, grossly negligent, or
inadvertent, in contract or in tort. In this regard, the parties to
this Agreement intend for the release provided by this Agreement to
cause, to the fullest extent permitted by law and at equity, the
complete and final discharge and extinguishing of all claims and
causes of action against Seaton, whether known or unknown, involving
the parties hereto, for all time up to and including the date of this
<PAGE>
Agreement. ABG agrees to indemnify and hold Seaton harmless from and
against any and all costs, judgments, expenses, attorney's fees,
damages or liabilities whatsoever relating to any and all claims that
may be brought against Seaton in connection with his position as a
member of the Board of Directors of ABG to the fullest extent
authorized by Delaware law as provided in paragraph 7 of the
Certificate of Incorporation of ABG, as amended October 17, 1994.
4. ABG Release. Seaton hereby releases ABG and its officers and directors
------------
from any and all past, present or future claims, demands, actions,
causes of action, costs, judgments, expenses, attorney's fees, damages
and all liabilities whatsoever at law or in equity, whether known or
unknown, that he may have, claim to have, or have ever had, against
ABG and its officers and directors arising from any and all causes of
action, whether intentional, wanton, reckless, malicious, negligent,
grossly negligent, or inadvertent, in contract or in tort. In this
regard, the parties to this Agreement intend for the release provided
by this Agreement to cause, to the fullest extent permitted by law and
at equity, the complete and final discharge and extinguishing of all
claims and causes of action against ABG and its officers and
directors, whether known or unknown, involving the parties hereto, for
all time up to and including the date of this Agreement.
5. Governing Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the laws of the State of South Carolina.
6. Severability. If any provision of this Agreement or any portion of any
------------
provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
7. Further Assurances. The parties shall from time to time promptly
-------------------
execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
8. Counterparts and Fax Signature Pages. It is understood and agreed that
------------------------------------
this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
9. Supersedes Prior Agreements. It is understood and agreed that this
-----------------------------
Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
-2-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Myrna W. Chapman /s/ Grover C. Seaton III
----------------------- ----------------------------
Grover C. Seaton III
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Daniel J. Fritze By: /s/ Daniel W. Deloney
----------------------- --------------------------
Name: Daniel W. Deloney
--------------------------
Title: Vice Chairman of the Board
--------------------------
-3-
<PAGE>
EXHIBIT 10.6
SEVERANCE AGREEMENT
-------------------
This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between Richard M. Kelley (hereinafter "Kelley") and American Bingo
& Gaming Corp. (hereinafter "ABG").
WHEREAS Kelley is an employee and an officer of ABG;
WHEREAS Kelley and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Kelley and ABG, it may be in
the best interest of Kelley and ABG for Kelley to terminate his employment with
ABG; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Kelley hereby resigns from any and all positions held
-----------
with ABG and its subsidiaries (if any). Furthermore, Kelley agrees not
to seek or accept employment with ABG or any of its subsidiaries for a
period of two years from the date hereof.
2. Employment Agreement. The Employment Agreement between Kelley and ABG
---------------------
dated June 19, 1998, as amended October 23, 1998, is hereby terminated
and neither party shall have any further obligations thereunder.
3. Severance Payment. ABG does hereby agree to pay to Kelley on the date
-----------------
of execution of this Agreement $190,000 as a severance payment plus
three weeks vacation. The parties further agree that Kelley shall not
receive, and shall not be entitled to, any further severance benefits.
4. Confidentiality. For a period of two years from the date of execution
---------------
of this Agreement, Kelley agrees that he will not, for any reason, in
any fashion, form or manner, either directly or indirectly, divulge,
disclose or communicate to any person, firm, corporation or other
business entity, in any manner whatsoever, any confidential
information or trade secrets concerning the business of ABG,
including, without limiting the generality of the foregoing, the
techniques, methods or systems of its operation or management, any
information regarding its financial matters, or any other material
information concerning the business of ABG, its manner of operation,
its plans or other material data. The provisions of this Section 4
shall not apply to (i) information that is public knowledge other than
as a result of disclosure by Kelley in breach of this Section 4; (ii)
information disseminated by ABG to third parties in the ordinary
course of business; (iii) information lawfully received by Kelley from
a third party who, based upon inquiry by Kelley, is not bound by a
confidential relationship to ABG; (iv) information disclosed under a
<PAGE>
requirement of law or as directed by applicable legal authority or
regulatory agency; or (v) information and business contacts known to
Kelley prior to his employment with ABG.
5. Kelley Global Release. ABG hereby releases Kelley from any and all
-----------------------
past, present or future claims, demands, actions, causes of action,
costs, judgments, expenses, attorney's fees, damages and all
liabilities whatsoever at law or in equity, whether known or unknown,
that ABG may have, claim to have, or have ever had, against Kelley
arising from any and all causes of action, whether intentional,
wanton, reckless, malicious, negligent, grossly negligent, or
inadvertent, in contract or in tort. In this regard, the parties to
this Agreement intend for the release provided by this Agreement to
cause, to the fullest extent permitted by law and at equity, the
complete and final discharge and extinguishing of all claims and
causes of action against Kelley, whether known or unknown, involving
the parties hereto, for all time up to and including the date of this
Agreement. ABG agrees to indemnify and hold Kelley harmless from and
against any and all costs, judgments, expenses, attorney's fees,
damages or liabilities whatsoever relating to any and all claims that
may be brought against Kelley in connection with his position as an
officer of ABG to the fullest extent authorized by Delaware law as
provided in paragraph 7 of the Certificate of Incorporation of ABG, as
amended October 17, 1994.
6. ABG Release. Kelley hereby releases ABG and its officers and directors
------------
from any and all past, present or future claims, demands, actions,
causes of action, costs, judgments, expenses, attorney's fees, damages
and all liabilities whatsoever at law or in equity, whether known or
unknown, that he may have, claim to have, or have ever had, against
ABG and its officers and directors arising from any and all causes of
action, whether intentional, wanton, reckless, malicious, negligent,
grossly negligent, or inadvertent, in contract or in tort. In this
regard, the parties to this Agreement intend for the release provided
by this Agreement to cause, to the fullest extent permitted by law and
at equity, the complete and final discharge and extinguishing of all
claims and causes of action against ABG and its officers and
directors, whether known or unknown, involving the parties hereto,
arising only from events occurring for all time up to and including
the date of this Agreement.
7. Governing Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the laws of the State of South Carolina.
8. Severability. If any provision of this Agreement or any portion of any
------------
provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
-2-
<PAGE>
9. Further Assurances. The parties shall from time to time promptly
------------------
execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
10. Counterparts and Fax Signature Pages. It is understood and agreed that
-------------------------------------
this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
11. Supersedes Prior Agreements. It is understood and agreed that this
-----------------------------
Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ Andre M. Hilliou /s/ Richard M. Kelley
---------------------- ------------------------
Richard M. Kelley
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Daniel J. Fritze By: /s/ Daniel W. Deloney
----------------------- ----------------------------
Name: Daniel W. Deloney
----------------------------
Title: Vice Chairman of the Board
----------------------------
-3-
<PAGE>
EXHIBIT 10.7
SEVERANCE AGREEMENT
-------------------
This Severance Agreement (this "Agreement") is made this 2nd day of July,
1999, by and between Nancy J. Pollick (hereinafter "Pollick") and American Bingo
& Gaming Corp. (hereinafter "ABG").
WHEREAS Pollick is an employee and an officer of ABG;
WHEREAS Pollick and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Pollick and ABG, it may be
in the best interest of Pollick and ABG for Pollick to terminate her employment
with ABG; and
NOW, THEREFORE, in consideration of the mutual promises contained herein
and the terms set forth below, the parties agree as follows:
1. Resignation. Pollick hereby resigns from any and all positions held
-----------
with ABG and its subsidiaries (if any). Furthermore, Pollick agrees
not to seek or accept employment with ABG or any of its subsidiaries
for a period of two years from the date hereof.
2. Employment Agreement. The Employment Agreement between Pollick and ABG
---------------------
dated November 2, 1998 is hereby terminated and neither party shall
have any further obligations thereunder.
3. Severance Payment. ABG does hereby agree to pay to Pollick, no later
------------------
than two business days following the date of this Agreement, $70,000
as a severance payment. The parties further agree that Pollick shall
not receive, and shall not be entitled to, any further severance
benefits.
4. Confidentiality. Pollick hereby acknowledges, represents and agrees
---------------
that she will maintain the confidentiality of all information obtained
regarding ABG, including but not limited to its operations,
management, financial matters, plans and other material data, and that
she will not in any fashion, form or manner, either directly or
indirectly, divulge, disclose or communicate to any person, firm,
corporation or other business entity, in any manner whatsoever, any
such confidential information concerning ABG. However, Pollick may
disclose any information required by law or regulatory agency.
5. Indemnification. ABG agrees to indemnify and hold Pollick harmless
---------------
from and against any and all costs, judgments, expenses, attorney's
fees, damages or liabilities whatsoever relating to any and all claims
that may be brought against Pollick in connection with her position as
<PAGE>
an officer of ABG to the fullest extent authorized by Delaware law as
provided in paragraph 7 of the Certificate of Incorporation of ABG, as
amended October 17, 1994.
6. Governing Law. This Agreement shall be governed by and construed and
--------------
enforced in accordance with the laws of the State of South Carolina.
7. Severability. If any provision of this Agreement or any portion of any
------------
provision of this Agreement is at any time deemed or declared void,
voidable or unenforceable, then such provision or portion of such
provision is severable from the remainder of this Agreement and the
remainder of this Agreement shall be fully enforced.
8. Further Assurances. The parties shall from time to time promptly
------------------
execute and deliver such further instruments, documents or papers and
perform all acts necessary or proper to carry out and effect the terms
and provisions of this Agreement.
9. Counterparts and Fax Signature Pages. It is understood and agreed that
--------------------------------------
this Agreement may be executed in duplicate counterpart originals,
each of which shall be deemed an original for all purposes. Signatures
need not be in original and a facsimile and/or copy bearing a copied
or facsimile signature shall suffice as a binding signature for this
Agreement.
10. Supersedes Prior Agreements. It is understood and agreed that this
-----------------------------
Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and arrangements or
understandings between the parties relating to the subject matter
hereof. No oral understanding, statements, promises or inducements
contrary to the terms of this Agreement exist. This Agreement cannot
be changed or terminated orally.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth above.
WITNESSES:
/s/ George Harrison Jr. /s/ Nancy J. Pollick
-------------------------- -----------------------
Nancy J. Pollick
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Daniel J. Fritze By: /s/ Daniel W. Deloney
----------------------- ------------------------------
Name: Daniel W. Deloney
------------------------------
Title: Vice Chairman of the Board
------------------------------
-2-
<PAGE>
EXHIBIT 99.1
American Bingo & Gaming Corp.
1440 Charleston Highway
West Columbia, SC 29169
(Nasdaq: BNGO)
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
- ---------------- ------------------------------------
Dan Deloney General Info: Michael Lawson
Chief Executive Officer Analyst Info: Lynn Sawyer-Landau
(803)796-7875 Media Info: Marty Gitlin
(212) 661-8030
FOR IMMEDIATE RELEASE
- -----------------------
JULY 2, 1999
AMERICAN BINGO & GAMING CORP. ANNOUNCES DANIEL W. DELONEY AS CHIEF EXECUTIVE
----------------------------------------------------------------------------
OFFICER
-------
FORMER CEO, CFO AND SIX BOARD MEMBERS RESIGN AS PART OF GROWTH PLAN
WEST COLUMBIA, SC, JULY 2, 1999 - In a major move to reenergize its growth
strategy, American Bingo & Gaming Corp. (Nasdaq: BNGO) today announced that
Chairman of the Board Daniel W. Deloney has replaced Andre Hilliou as Chief
Executive Officer, and that resignations were accepted from six members of the
Board of Directors, as well as the Chief Financial Officer.
In making the announcement, Mr. Deloney said, "I am encouraged that this action
can and will breathe new life into American Bingo & Gaming. We are determined
to turn our full attention to the business at hand which is to grow internal
revenues and continue to pursue accretive acquisitions."
Mr. Deloney noted the particular accomplishments of Andre M. Hilliou, former
CEO, and Richard M. Kelley, former CFO. "Andre Hilliou, Richard Kelley and the
management team were the driving force that put American Bingo & Gaming's
financial house in order to the point that EBITDA is expected to be
approximately $4-6 million for 1999, compared to approximately $3 million in
1998, subject to the impact of any new legislative or regulatory changes. In
addition, under their leadership the Company acquired seven bingo centers in
Texas, which are expected to meet or exceed the Company's expectation." Mr.
Hilliou has agreed to continue as a consultant to the Company for a short
transitional period.
<PAGE>
Separately, the Company announced the opening of a mega-bingo center in Alabama,
following its consolidation of two older halls.
Other resigning Board members were George M. Harrison, Jr., Michael W. Mims,
James L. Hall, Grover C. Seaton III and A. Joe Willis. Kenneth R. Adams remains
on the Board. The current Board consists of Messrs. Deloney and Adams. Nancy
Pollick, Vice President of Operations also resigned. Until a successor to Mr.
Kelley is named, the Company's controller, Connie Ryan, CPA, will handle
day-to-day financial operations.
American Bingo & Gaming competes in the $16 billion non-casino gaming market and
$7 billion U.S. charitable market, specializing in video gaming machines (VGMs)
and charitable bingo. It is one of only a few publicly traded bingo operations,
and is emerging as a primary consolidator of the charitable bingo and video
gaming industries. The Company's video gaming operations consist of more than
800 machines installed at various locations that form multiple gaming "routes"
which crisscross South Carolina, and account for approximately 63% of revenue.
The balance, or 37% of revenues, is earned from bingo centers in Texas, Alabama
and South Carolina, and other operations.
# # #
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.
To receive American Bingo and Gaming Corp.'s latest news releases and other
corporate documents via FAX AT NO COST, please dial 1-800-PRO-INFO.
Use the Company's symbol: BNGO.
Or see BNGO's current releases at WWW.FRBINC.COM
<PAGE>
EXHIBIT 99.2
American Bingo & Gaming Corp.
1440 Charleston Highway
West Columbia, SC 29169
(Nasdaq: BNGO)
AT THE COMPANY AT THE FINANCIAL RELATIONS BOARD
- ---------------- ------------------------------------
Daniel W. Deloney General Info: Michael Lawson
Chief Executive Officer Analyst Info: Lynn Sawyer-Landau
(803)796-7875 Media Info: Marty Gitlin
(212) 661-8030
FOR IMMEDIATE RELEASE
- -----------------------
JULY 6, 1999
AMERICAN BINGO & GAMING CORP. APPOINTS JEFFREY MINCH
----------------------------------------------------
TO BOARD OF DIRECTORS
---------------------
WEST COLUMBIA, SC, JULY 6, 1999 -American Bingo & Gaming Corp. (Nasdaq: BNGO)
today announced the appointment of Jeffrey Minch to the Board of Directors. The
Board now includes Chairman and Chief Executive Officer Daniel W. Deloney,
Kenneth R. Adams and Mr. Minch.
Mr. Minch, 48, a private investor from Austin, Texas, is a major shareholder of
the Company. He is the co-founder and former president of the Littlefield Real
Estate Company, with offices in Austin, Houston, Dallas and San Antonio. From
1984 to 1997, Mr. Minch guided Littlefield's acquisition of over 90 commercial
real estate properties, finally selling the Company in 1997 for $350 million.
He is a graduate of the Virginia Military Institute where he was a distinguished
graduate in civil engineering.
American Bingo & Gaming competes in the $16 billion non-casino gaming market and
$7 billion U.S. charitable market, specializing in video gaming machines (VGMs)
and charitable bingo. The Company's video gaming operations consist of more
than 800 machines installed at various locations that form multiple gaming
<PAGE>
"routes" which crisscross South Carolina, and account for approximately 63% of
revenue. The balance, or 37% of revenues, is earned from bingo centers in
Texas, Alabama and South Carolina, and other operations.
# # #
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.
To receive American Bingo and Gaming Corp.'s latest news releases and other
corporate documents via FAX AT NO COST, please dial 1-800-PRO-INFO.
Use the Company's symbol: BNGO.
Or see BNGO's current releases at WWW.FRBINC.COM
<PAGE>
