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) January 15, 1997
LAS VEGAS ENTERTAINMENT NETWORK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-21270 94-3123854
(Commission File Number) (IRS Employer Identification No.)
1801 Century Park East, 23rd Floor, Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 551-0011
No Exhibits included.
Item 5. Other Events.
On January 15, 1997, the Company, through its wholly owned Nevada
subsidiary Casino Co., made a 90-day secured loan of Two Million Nine Hundred
Thousand Dollars ($2,900,000) to NPD, Inc. ("NPD"), in order to enable NPD to
close the acquisition from Robert Brennan ("Brennan") of 2,904,016 shares (the
"Brennan Shares") of the common stock of International Thoroughbred Breeders,
Inc. ("ITB"), representing twenty five percent (25%) of the outstanding stock of
ITB. At the closing of such purchase and sale, the shareholders of NPD, Nunzio
DeSantis and Anthony Coelho, became the Chairman of the Board and the Chief
Executive Officer, respectively, of ITB. The sale of the Brennan Shares was
instrumental to LVEN, as it will allow ITB to (i) meet the requirements of a
$100 Million funding proposal that would be used, in part, for the renovation
and opening by ITB of ITB's 21 acre Strip property in Las Vegas, Nevada,
formerly known as the El Rancho Hotel and Casino, in which the Company has a
continuing cash flow interest, and (ii) meet the requirements of The New Jersey
Racing Commission and Division of Gaming Enforcement for continued racing
licensing at ITB's New Jersey facilities. The Company believes that the sale of
the Brennan Shares will also facilitate ITB's application for Nevada Gaming
Licensing.
The loan to NPD is evidenced by ITB's 10% Secured Promissory Note
due on April 15, 1997 (the"NPD Note"). The NPD Note is secured by a security
interest in and to the Brennan Shares, subject to a purchase money lien in favor
of Brennan for the balance of the purchase price owing to him in respect of the
sale of the Brennan Shares. In addition, 1,452,088 of the Brennan Shares are
subject to an existing purchase option in favor of a third party, and would
cease to provide collateral to the Company upon the exercise of such option. The
NPD Note is personally guaranteed by Mr. DeSantis.
Upon a default by NPD under its payment obligations to Brennan in
respect of the balance of the purchase price for the Brennan Shares, Brennan
would be free to exercise certain creditor's rights under a Pledge Agreement
between Brennan and ITB in respect of the Brennan Shares (the "Pledge
Agreement"). Such actions could have the effect of modifying the Com- pany's
security interest in such collateral, which at all times is subordinated to and
secondary to the rights of Brennan. In the event that Brennan elects to
foreclose on the Brennan Shares, the Company will be obligated to execute all
documents requested by Brennan to reflect the discharge of the Company's
security interest therein. In the event of a sale by Brennan after a default,
the Company's right in such circumstance shall be limited to the right to
receive any proceeds from such sale over and above the amounts due Brennan under
the Pledge Agreement. Upon satisfaction of NPD's purchase money obligation to
Brennan during the term of the NPD Note, the Company would then have a first
priority security interest in the Brennan Shares.
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Item 7. Financial Statements and Exhibits.
(a) (b) Not Applicable.
(c) Exhibits
10. Material Contracts
10.27 Loan Agreement between NPD and
Casino-Co Corporation dated January
15, 1997 with related Secured
Promissory Note, and Security
Agreemnet, Pledge Agreement.
10.28 Guaranty of Nunzio DeSantis in favor
of Casino-Co Corpora-
tion.
10.29 Option of NPD, Inc. in favor of Casino
-Co Corporation.
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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 thereunto duly authorized.
Dated: January 30, 1997 LAS VEGAS ENTERTAINMENT NETWORK, INC.
By: /s/ Carl A. Sambus
Carl A. Sambus
Chief Financial Officer
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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 thereunto duly authorized.
Dated: January 30, 1997 LAS VEGAS ENTERTAINMENT NETWORK, INC.
By:
Carl A. Sambus
Chief Financial Officer
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