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 13, 1999
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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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
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On September 17, 1999, the Company's Board of Directors dismissed King Griffin &
Adamson P.C. as its principal accountant. The audit reports issued by King
Griffin & Adamson P.C. during the period of their service to the Company did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles. The Company
and King Griffin & Adamson P.C. did not have any disagreements on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which if not resolved to the satisfaction of King Griffin &
Adamson P.C., would have caused them to make reference to such matters in their
audit report.
ITEM 5. OTHER EVENTS.
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On September 10, 1999, the Company's Board of Directors approved the rescission
of the Company's Rights Agreement dated August 4, 1998 by changing the
expiration date of the Rights Agreement to September 17, 1999. As a result of
this action, the preferred share purchase rights previously granted by the Board
of Directors on August 4, 1998 will expire on September 17, 1999. The Rights
Agreement was adopted by the Board of Directors as a defense mechanism to the
possibility of a takeover of the Company by a third party. The Board has
determined that the Rights Agreement is not in the best interest of the Company
at this time and therefore has taken action to change the expiration date of the
Rights Agreement and the preferred stock purchase rights granted in connection
therewith so that they will expire on September 17, 1999.
ITEM 7. EXHIBITS.
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10.1 Amendment to Rights Agreement dated September 13, 1999, between the
Company and American Stock Transfer & Trust Company.
16.1 Letter from King Griffin & Adamson P.C. dated September 17, 1999.
99.1 Press Release dated September 17, 1999.
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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/ Daniel W. Deloney
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Name: Daniel W. Deloney
Title: Chairman of the Board, President
and Chief Executive Officer
Dated: September 17, 1999
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
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Exhibit Sequential
Number Description Page Number
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<C> <S> <C>
10.1 Amendment to Rights Agreement dated
September 13, 1999, between the Company and
American Stock Transfer & Trust Company
16.1 Letter from King Griffin & Adamson P.C.
dated September 17, 1999.
99.1 Press Release dated September 17, 1999.
</TABLE>
4
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AMENDMENT TO RIGHTS AGREEMENT
THIS AMENDMENT (this "Amendment") to the Rights Agreement dated August 4,
1998, by and between American Bingo & Gaming Corp., a Delaware corporation (the
"Company"), and American Stock Transfer & Trust Company, a New York corporation
(the "Rights Agent") (the "Rights Agreement"), is entered into as of this 13th
day of September, 1999, by and between the Company and the Rights Agent.
The Board of Directors desires to rescind the Rights Agreement and the
preferred stock purchase rights provided thereunder and believes that such
action would be in the best interests of the Company and its shareholders.
To effect such rescission of the Rights Agreement, the Board of Directors
intends to amend the expiration date of the Rights Agreement such that the
Rights Agreement and the preferred stock purchase rights will expire on
September 17, 1999.
Accordingly, in consideration of the premises and the mutual agreements
herein set forth and set forth in the Rights Agreement, and intending to be
legally bound hereby, the parties hereby agree as follows:
1. Section 1(k) of the Rights Agreement is hereby amended to read in
its entirety as follows:
(k) "Final Expiration Date" shall mean September 17, 1999.
2. This Amendment controls over any contrary or inconsistent provision
of the Rights Agreement. Every provision of the Rights Agreement not
specifically amended or modified by the terms of this Amendment
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, all as of the date first set forth above.
AMERICAN BINGO & GAMING CORP.
By: /s/ Daniel W. Deloney
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Daniel W. Deloney
President
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Herbert J. Lemmer
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Name: Herbert J. Lemmer
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Its: Vice President
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September 17, 1999
Office of the Chief Accountant -
SECPS Letter File
Mail Stop 9-5
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: American Bingo and Gaming Corp
File Ref. No. 1-13530
We were previously the principal accountant for American Bingo and Gaming Corp
and, under the date of February 12, 1999, we reported on the consolidated
financial statements of American Bingo and Gaming Corp and subsidiaries as of
December 31, 1998, and for the years ended December 31, 1998 and 1997. On
September 17, 1999, our appointment as principal accountant was terminated. We
have read American Bingo and Gaming Corp's statements included under Item 4 of
its Form 8-K dated September 13, 1999 and we agree with such statements.
Yours truly,
/s/ King Griffin & Adamson P.C.
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King Griffin & Adamson P.C.
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American Bingo & Gaming Corp.
1440 Charleston Highway
West Columbia, SC 29169
(Nasdaq: BNGO)
AT THE COMPANY
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Dan Deloney
Chief Executive Officer
(803) 796-7875
FOR IMMEDIATE RELEASE
September 17, 1999
AMERICAN BINGO & GAMING CORP. ANNOUNCES EXPIRATION
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OF RIGHTS AGREEMENT
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WEST COLUMBIA, SC, September 17, 1999--American Bingo & Gaming Corp.
(Nasdaq: BNGO) today announced that the Company's Board of Directors on
September 10, 1999 approved the rescission of the Company's Rights Agreement
dated August 4, 1998 by amending the Agreement's expiration date to September
17, 1999. As a result of this Board action, the preferred share purchase rights
granted on August 4, 1998 will also expire on September 17, 1999. The Board has
determined that the Rights Agreement is not in the best interest of the Company
at this time and therefore has taken action to amend the expiration date of the
Rights Agreement and the preferred stock purchase rights.
American Bingo & Gaming Corp. competes in the $16 billion non-casino gaming
market and $7 billion U.S. charitable bingo 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 "routes" which crisscross South Carolina and account for
approximately 63% of revenues. The balance of revenues, or approximately 37%,
is earned from the operation of charitable bingo centers in Texas, Alabama and
South Carolina, and other operations.
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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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