FITZGERALDS GAMING CORP
8-K, 1999-05-14
MISCELLANEOUS AMUSEMENT & RECREATION
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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


         Date of Report (Date of earliest event reported): May 13, 1999



                         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
- ------------------------------------          ----------------------------------
    (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)



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      (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 May 13, 1999, Fitzgeralds Gaming Corporation issued the press
release attached hereto as Exhibit 1 and which is incorporated by reference
herein.


                                    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:  May 14, 1999          FITZGERALDS GAMING CORPORATION
                             (Registrant)



                             By:           /s/ MICHAEL E. McPHERSON
                                 -----------------------------------------------
                                              Michael E. McPherson
                                 Senior Vice President, Chief Financial Officer,
                                             Treasurer and Secretary





                                      -2-
<PAGE>   3

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
        Exhibit No.          Description
        -----------          -----------
        <S>                  <C>
             1               Press Release, dated May 14, 1999, of Fitzgeralds Gaming Corporation
</TABLE>







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<PAGE>   1

                         FITZGERALDS GAMING CORPORATION


                                                 NEWS RELEASE
                                                 Fitzgeralds Gaming Corporation
                                                 301 E. Fremont Street
                                                 Las Vegas, Nevada 89101
                                                 (702)     388-2400
                                                 (702) 382-5562

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FOR FURTHER INFORMATION CONTACT:

Michael E. McPherson, Vice President and Chief Financial Officer  (702) 388-2224
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FOR IMMEDIATE RELEASE:
FRIDAY, MAY 14, 1999

                FITZGERALDS GAMING CORPORATION DOES NOT INTEND TO
                 MAKE INTEREST PAYMENT ON SENIOR SECURED NOTES

Las Vegas, Nev. - Fitzgeralds Gaming Corporation today announced that at a
special meeting held in Las Vegas, Nevada on May 13, 1999, its Board of
Directors determined that, pending a restructuring of its indebtedness, it would
be in the best interest of the Company not to make the regularly scheduled
interest payments on its $205 Million, 12 1/4% Senior Secured Notes due 2004
(the "Notes"). The next regularly scheduled interest payment date on the Notes
is June 15, 1999.

The Company intends to initiate discussions with holders of the Notes concerning
a restructuring of its indebtedness. Following the filing of the Company's
quarterly report on Form 10-Q, officers of the Company will be available to
discuss certain related issues during the regular quarterly conference call with
holders of the Notes. The conference call is currently scheduled for 11:00 a.m.
(Pacific Time) on Thursday, May 20.

The Company believes that its liquidity and capital resources are sufficient to
maintain all of its normal operations at current levels during the restructuring
period and does not anticipate any adverse impact on its operations, customers
or employees.

The Company is a diversified multi-jurisdictional gaming holding Company that
owns and operates four Fitzgeralds-brand casino-hotels, located in downtown Las
Vegas, Nevada ("Fitzgeralds Las Vegas"), Reno, Nevada ("Fitzgeralds Reno"),
Tunica, Mississippi ("Fitzgeralds Tunica") and Black Hawk, Colorado
("Fitzgeralds Black Hawk").



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The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by the Company) contains statements that are
forward-looking. Such forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results and,
accordingly, such results may differ from those expressed in any forward-looking
statements made by or on behalf of the Company. These risks and uncertainties
include, but are not limited to, those relating to development and construction
activities, dependence on existing management, leverage and debt service
(including sensitivity to fluctuations in the interest rates), domestic or
global economic conditions, competition, fluctuations and changes in customer
preferences and attitudes, changes in federal or state tax laws or the
administration of such laws and changes in gaming laws or regulations (including
the legalization of gaming in other jurisdictions). For more information, review
the Company's filings with the Securities and Exchange Commission, including the
Company's annual report on Form 10-K.
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