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) July 2, 1998
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
Item 5.Other Events.
On July 2, 1998, Las Vegas Entertainment Network, Inc. ("LVEN" or the
"Company") and certain of its subsidiaries, CountryLand Properties, Inc.,
Casino-Co Corporation, and Las Vegas Communications Corporation, entered into a
Stipulation and Agreement of Compromise, Settlement and Release (the
"Stipulation and Agreement") by and among the Company and such subsidiaries, on
the one hand, and Frank A. Leo, Robert J. Quigley, Francis W. Murray, Charles R.
Dees, Jr., The Family Investment Trust (Henry Brennan, Trustee), NPD, Inc.
("NPD"), Nunzio P. DeSantis, Anthony Coelho, Michael Abraham, Joseph Zappala,
Joseph A. Corazzi, Kenneth S. Scholl, International Thoroughbred Breeders, Inc.
("ITB"), D&C Gaming Corporation, James J. Murray, John Mariucci, Frank
Koenemund, Robert W. Green, Robert E. Brennan and Orion Casino Corporation, on
the other hand, to resolve the pending stockholder derivative litigation brought
in the name of ITB in the Delaware Court of Chancery. Although the Company
executed the Stipulation and Agreement on July 2, 1998, it did not receive
confirmation of the execution thereof by all of the other parties thereto until
on or about July 6, 1998. The effectiveness of the settlement described in the
Stipulation and Agreement (the "Settlement"), as it relates to the Company and
its affiliates, is subject, among other things, to Delaware Chancery Court
approval of all of the terms and conditions of the Settlement following notice
to ITB's stockholders, the consent of ITB's primary lender (the "ITB Lender
Approval"), and LVEN's approval of the terms and conditions of the ITB Lender
Approval.
Upon effectiveness of the Settlement as it relates to LVEN, the Company
will obtain the right (exclusive for a period of 120 days (subject to extension
in certain circumstances) (the "Exclusive Period") and nonexclusive with ITB for
an additional 150 days (the "Non-Exclusive Period" and together with the
Exclusive Period, the "Escrow Period"), in each case following the date of
mailing of the Notice of the Settlement to ITB's shareholders) to effect a sale
of ITB's non-operating El Rancho Hotel and Casino property in Las Vegas, Nevada
(the "Property"), and to retain all sale proceeds in excess of amounts required
under the Stipulation and Agreement to be paid to ITB's primary lender or any
substituted lender ($44.2 million) and certain amounts which may be required to
be paid to certain other parties. In the event that the Company does not effect
a sale of the El Rancho property during the Exclusive Period, then ITB will have
the right, in the absence of a qualifying sale by LVEN, to effect a sale of the
Property during the Non-Exclusive Period for consideration of not less than
$56.1 million, out of which amount $12 million ($10 million net of the payment
of $2 million to NPD) will be paid over to the Company. If no sale of the El
Rancho property has then occurred, LVEN will have the option, exercisable during
the last 30 days of the Escrow Period, to arrange for a refinancing of the El
Rancho property and thereby to extend for a period of time up to one year the
period of time during which LVEN may effect a qualifying sale of Property,
computed as provided in the Stipulation and Agreement. Upon the effectiveness of
the Settlement as to LVEN, all prior agreements between or among LVEN and ITB,
including without limitation, that certain Bi-Lateral Agreement, and that
certain Tri-Party Agreement pursuant to which ITB issued to LVEN 2,093,868
shares of ITB Common
Stock, will be terminated and the Company will return such shares to ITB for
cancellation.
Item 7.Financial Statements and Exhibits.
(a) (b) Not Applicable.
(c)Exhibits
10.1 Stipulation and Agreement of Compromise, Settlement and
Release, dated July 2, 1998, by and among Las Vegas Entertainment
Network, Inc., CountryLand Properties, Inc., Casino-Co Corporation,
Las Vegas Communications Corporation, Frank A. Leo, Robert J.
Quigley, Francis W. Murray, Charles R. Dees, Jr., The Family
Investment Trust (Henry Brennan, Trustee), NPD, Inc., Nunzio P.
DeSantis, Anthony Coelho, Michael Abraham, Joseph Zappala, Joseph
A. Corazzi, Kenneth S. Scholl, International Thoroughbred Breeders,
Inc., D&C Gaming Corporation, James J. Murray, John Mariucci, Frank
Koenemund, Robert W. Green, Robert E. Brennan, and Orion Casino
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 thereunto duly authorized.
Dated:July 13, 1998 LAS VEGAS ENTERTAINMENT NETWORK, INC.
By:/s/ Carl A. Sambus
Carl A. Sambus
Chief Financial Officer