SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
June 1, 2001
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Date of Report (date of earliest event reported)
ALL-AMERICAN SPORTPARK, INC.
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Exact name of Registrant as Specified in its Charter
Nevada 0-24970 88-0203976
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
6730 Las Vegas Boulevard South, Las Vegas, Nevada 89119
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Address of Principal Executive Offices, Including Zip Code
(702) 798-7777
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Registrant's Telephone Number, Including Area Code
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 1, 2001, All-American SportPark, Inc. (the "Company") completed a
transaction pursuant to a Restructuring and Settlement Agreement with Urban
Land of Nevada, Inc. (the "Landlord") to terminate the lease relating to the
Company's All-American SportPark property in Las Vegas, Nevada, and to
transfer all of the leasehold improvements and personal property located on
the premises to the Landlord. This agreement provides that it is effective as
of May 30, 2001, but the transaction was actually completed on June 1, 2001.
As part of the agreement, the Landlord agreed to waive all liabilities of
the Company to the Landlord with respect to the SportPark, and with the
exception of a limited amount of unsecured trade payables, the Landlord agreed
to assume responsibility of all other continuing and contingent liabilities
related to the SportPark. The Landlord agreed to cancel all of the Company's
back rent obligations for the Callaway Golf Center for periods through April
30, 2001. The Callaway Golf Center remains an operating business of the
Company.
In addition, all common stock of Sports Entertainment Enterprises, Inc.
("SPEN") owned by the Company's Chairman, its President and a related entity
that had been pledged to the Landlord pursuant to the original SportPark
financing has been returned unencumbered.
As part of the transaction, the Company agreed to issue the Landlord a 35
percent ownership interest in All-American Golf Center Inc. ("AAGC"), which is
the subsidiary that owns and operates the Callaway Golf Center. In connection
with the issuance of the 35% interest in AAGC to the Landlord, the Company,
AAGC and the Landlord entered into a Stockholders Agreement which provides
certain restrictions and rights on the AAGC shares to be issued to the
Landlord. The Landlord will be permitted to designate a non-voting observer
of meetings of AAGC's board of directors. In the event of an uncured default
of the lease for the Callaway Golf Center, so long as it holds a 25% interest
in AAGC the Landlord will have the right to select one director of AAGC. As
to matters other than the election of Directors, the Landlord has agreed to
vote its shares of AAGC as designated by the Company.
Since December 31, 2000, the Company has accounted for its All-American
SportPark business as discontinued operations pursuant to a formal plan to
dispose of this property. As of December 31, 2000, the Company estimated that
there would be no gain or loss on the disposition of the SportPark property.
As of June 1, 2001 (the disposition date), it has been determined that a loss
of approximately $160,000 will be recorded on the disposition of the SportPark
property. This loss has arisen mainly because actual net income of the
SportPark business since December 31, 2000 was less than what was estimated as
of December 31, 2000.
The Company and its subsidiaries' continuing operations consist of the
65% ownership and operation of the Callaway Golf Center, a premier golf
practice facility located on 42 acres of Las Vegas "Strip" frontage. The Golf
Center features a night-lit 9-hole par 3 golf course, 113 station two-tiered
driving range, a full clubhouse featuring the Callaway Golf club fitting swing
analyzer. The clubhouse also includes three tenants: the Saint Andrews Golf
Shop with Callaway merchandise; the Giant Golf teaching academy; and the
Bistro 10 restaurant and bar.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) EXHIBITS.
Exhibit 10.1 Restructuring and Settlement Filed herewith
Agreement with Urban Land of electronically
Nevada, Inc., et al.
Exhibit 10.2 Stockholders Agreement with Filed herewith
All-American Golf Center, Inc. electronically
and Urban Land of Nevada, Inc.
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.
ALL-AMERICAN SPORTPARK, INC.
Dated: June 14, 2001 By:/s/ Kirk Hartle
Kirk Hartle, Chief Financial Officer
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