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UNITED STATES
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
Dated of Report (Date of earliest event reported): August 13, 1997
FITZGERALDS GAMING CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-26518 88-0329170
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(Commission File Number) (IRS Employer Identification No.)
301 FREMONT STREET, LAS VEGAS, NEVADA 89101
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (702) 388-2400
NA
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 15, 1997, Fitzgeralds Black Hawk, Inc., a Nevada corporation
and an indirect wholly owned subsidiary of Fitzgeralds Gaming Corporation (the
"Company"), transferred all of its assets to Fitzgeralds Black Hawk II, Inc.
("FBHI-II"), a Colorado corporation that is also an indirect wholly owned
subsidiary of the Company. Among the assets transferred was a 22% equity
interest in 101 Main Street Limited Liability Company ("101 Main"), a Colorado
limited liability company that is the owner of the Fitzgeralds Casino in Black
Hawk, Colorado ("Fitzgeralds Black Hawk").
On August 13, 1997, 101 Main sold $38,000,000 of its 13% First Mortgage
Notes due 2000, the proceeds of which were used principally to (i) refinance
certain existing secured indebtedness and (ii) fund a $27,300,000 loan to
FBHI-II. On August 15, 1997, following approval of the transaction by the
Colorado Limited Gaming Commission, FBHI-II used the proceeds of this loan from
101 Main to purchase the remaining 78% equity interest in 101 Main. Therefore,
effective August 15, 1997, 101 Main became an indirect wholly owned subsidiary
of the Company.
SIGNATURE
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 thereunto duly authorized.
FITZGERALDS GAMING CORPORATION
(Registrant)
August 18, 1997 By: /s/ Michael E. McPherson
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Date Michael E. McPherson
Senior Vice President and
Chief Financial Officer
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