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
October 19, 1998
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Date of Report (date of earliest event reported)
SAINT ANDREWS GOLF CORPORATION
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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
5325 South Valley View Boulevard, Suite 4, Las Vegas, Nevada 89118
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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 5. OTHER EVENTS.
On October 19, 1998, Saint Andrews Golf Corporation (the "Company")
issued 250,000 shares of Series B Convertible Preferred Stock to its majority
shareholder, Las Vegas Discount Golf & Tennis, Inc. ("LVDG"), for $2,500,000
in cash. LVDG obtained the funds for this transaction from a private sale of
its common stock to ASI Group, L.L.C. ("ASI"). The details of the transaction
between LVDG and ASI are reported in a Report on Form 8-K dated October 19,
1998, filed by LVDG. The Company is using the $2,500,000 received from the
sale of the Series B Convertible Preferred Stock, together with the proceeds
of a $13,500,000 loan which the Company recently obtained from the Nevada
State Bank, toward the completion of the Company's All-American SportPark in
Las Vegas, Nevada, to pay down short-term debt obligations and for working
capital.
The shares of Series B Convertible Preferred Stock issued to LVDG have a
liquidation value of $10.00 per share and may be redeemed by the Company under
certain circumstances. Each share is convertible into one share of the
Company's Common Stock, is entitled to one vote per share and votes together
with the Common Stock as a single class. The Series B Convertible Preferred
Stock entitles the holder to receive dividends equal to those paid to the
holders of the Company's Common Stock, on an as-converted basis.
On October 9, 1998, the Company opened its All-American SportPark in Las
Vegas. The SportPark has four major attractions: the Pepsi Pavillion, Major
League Baseball Slugger Stadium, NASCAR Speedpark, and Allsport Arena.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) EXHIBITS. The following exhibits are filed herewith:
EXHIBIT
NUMBER DESCRIPTION LOCATION
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3.1 Certificate of Designation for Series B Filed herewith
Convertible Preferred Stock electronically
10.1 Investment Agreement, dated as of October Filed herewith
19, 1998, by and between Las Vegas electronically
Discount Golf & Tennis, Inc. and Saint
Andrews Golf Corporation
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.
SAINT ANDREWS GOLF CORPORATION
Dated: November 3, 1998 By:/s/ Ronald S. Boreta
Ronald S. Boreta, President
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