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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):
March 19, 1997
CAPITAL GAMING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 0-19128 22-3061189
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Bayport One, Suite 250
8025 Black Horse Pike
W. Atlantic City, New Jersey 08232
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 383-3333
Not Applicable
(Former name or former address, if changed from last report)
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Item 3. Bankruptcy or Receivership.
On December 23, 1996, Capital Gaming International, Inc., a New Jersey
corporation (the "Company"), filed a voluntary petition for reorganization under
Chapter 11 of Title 11 of the United States Bankruptcy Code (the "Bankruptcy
Code") in the United States Bankruptcy Court for the District of New Jersey (the
"Bankruptcy Court"), Case No. 96-19829. The Company's plan of reorganization
(the"Plan") was confirmed by order of the Bankruptcy Court dated March 19, 1997.
Capitalized terms not defined herein shall have the meanings set forth in the
Plan.
The Plan provides generally that creditors of the Company will receive
distributions as follows: (i) holders of Old Secured Notes will receive in the
aggregate (A) on account of their Allowed Secured Claims, their Pro Rata Share
of New Secured Notes having a principal face amount of $21.45 million and
1,225,000 shares of the New Common Stock of the Reorganized Company; and (B) on
account of their unsecured Deficiency Claims totaling $80,688,850, the same
treatment as is afforded to holders of General Unsecured Claims (see
subparagraph (iii) below); (ii) holders of Secured Claims that are not Claims
arising out of Old Secured Notes will receive, at the option of the Company: (X)
such treatment as will leave such holder unimpaired; (Y) payment in full, in
Cash; or (Z) return of such holder's collateral in the possession of the
Company; and (iii) holders of General Unsecured Claims against the Company will
receive (A) their Pro Rata share of 525,000 shares of New Common Stock; (B) the
right to receive the net proceeds of Avoidance Actions recovered pursuant to
Section 9.4 of the Plan; and (C) $1,100,000 in New Secured Notes. With respect
to Class 4 Claims, the Indenture Trustee shall receive no more than 375,000
shares of New Common Stock and $550,000 in New Secured Notes on account of its
allowed Class 4 Claim, and any shares the Indenture Trustee would otherwise
receive on account of its Class 4 Claim in excess of 375,000 shares and any New
Secured Notes the Indenture Trustee would otherwise receive on account of its
Class 4 Claim in excess of $550,000 in New Secured Notes shall be distributed
Pro Rata to all other holders of Allowed Class 4 Claims.
Holders of Old Common Stock of the Company will receive their Pro Rata
share of 50,000 shares of New Common Stock of the Reorganized Company. Existing
warrants, options and other rights to acquire Old Common Stock of the Company
(collectively, the "Old Options") will be canceled and holders of such rights
shall receive no distributions of property on account thereof.
The terms of the Plan provide for the discharge and/or release of
liability only of the Company, its wholly owned subsidiaries and their
respective present and former directors, officers and employees, the Indenture
Trustee and the Noteholders Steering Committee. In addition, a critical element
of the Plan is the release by the Indenture Trustee and each of the Noteholders
of all of their claims against subsidiaries of the Company arising out of
guaranties, pledges or otherwise, except for the treatment of their Claims
provided under the Plan.
A copy of the unaudited consolidated financial statements of the
Company which were filed with the Bankruptcy Court, which includes information
as to the assets and liabilities of the Company, the Plan and the press release
issued by the Company on March 20, 1997 in connection with the confirmation of
the Plan are being filed as Exhibits hereto and are incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.1 Plan of Reorganization of Capital Gaming International, Inc.,
along with Order of the United States Bankruptcy Court for
the District of New Jersey confirming the Plan, dated
March 19, 1997.
4.1 Amended and Restated Indenture, dated as of February 17, 1994
and amended and restated as of March 27, 1997 (Incorporated
by reference to Exhibit A of the Plan of Reorganization
attached hereto as Exhibit 2.1).
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99.1 Press Release of Capital Gaming International, Inc.,
dated March 20, 1997.
99.2 Unaudited Consolidated Financial Statements of the Company
as furnished to the Bankruptcy Court on February 6, 1997.
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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.
April 3, 1997 CAPITAL GAMING INTERNATIONAL, INC.
By: /s/ William S. Papazian
Name: William S. Papazian
Title: Senior Vice President
and General Counsel
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EXHIBIT INDEX
Exhibit
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2.1 Plan of Reorganization of Capital Gaming International, Inc., along
with Order of the United States Bankruptcy Court for the District of
New Jersey confirming the Plan, dated March 19, 1997.
4.1 Amended and Restated Indenture, dated as of February 17, 1994 and
amended and restated as of March 27, 1997 (Incorporated by reference
to Exhibit A of the Plan of Reorganization attached hereto as Exhibit
2.1).
99.1 Press Release of Capital Gaming International, Inc., dated
March 20, 1997.
99.2 Unaudited Consolidated Financial Statements of the Company as
furnished to the Bankruptcy Court on February 6, 1997.