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
Date of Report (Date of earliest event reported): July 23, 1998
FITZGERALDS GAMING CORPORATION
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEVADA
--------------------------------------------
(State or other jurisdiction of incorporation)
0-26518 88-0329170
- ------------------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
301 FREMONT STREET, LAS VEGAS, NEVADA 89101
----------------------------------------------------------
(Address of principal executive offices) (Zip code)
(Registrant's telephone number, including area code): (702) 388-2400
NA
-----------------------------------------------------------
(Former name or former address, if changed since last report)
Page 1 of 2
<PAGE>
ITEM 5. OTHER EVENTS.
EXCHANGE OFFERING FOR SENIOR SECURED NOTES
On July 23, 1998, Fitzgeralds Gaming Corporation (the "Company") completed
an Exchange Offer (the "Exchange Offer") pursuant to which the Company had
offered to exchange $1,000 principal amount of its 12 1/4% Senior Secured Notes
due 2004, Series B (the "New Notes"), for each $1,000 principal amount of its
outstanding 12 1/4% Senior Secured Notes due 2004, Series A (the "Old Notes" and
collectively with the New Notes, the "Notes"). $205,000,000 of Old Notes had
previously been issued by the Company on December 30, 1997 and were outstanding
prior to the Exchange Offer. All of the outstanding Old Notes were exchanged for
New Notes in the Exchange Offer.
The Exchange Offer was undertaken to comply with the requirements of a
Registration Rights Agreement entered into by the Company concurrently with the
issuance of the Old Notes. The New Notes were registered under the Securities
Act of 1933, as amended, pursuant to a Registration Statement on Form S-4
Registration No. 333-51273, which was declared effective by the Securities and
Exchange Commission on June 23, 1998.
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.
Date: July 28, 1998 FITZGERALDS GAMING CORPORATION
(Registrant)
By: /s/ MICHAEL E. MCPHERSON
-----------------------------------------------
Michael E. McPherson
Senior Vice President, Chief Financial Officer,
Treasurer and Secretary
