Nevada Gold & Casinos Inc – ‘DEF 14C’ for 10/3/97

As of:  Thursday, 10/2/97   ·   For:  10/3/97   ·   Accession #:  950129-97-4045   ·   File #:  0-08927

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Nevada Gold & Casinos, Inc. - DEF 14C                  5     28K 

Document Table of Contents

DEF 14C
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SCHEDULE 14C
(RULE 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT 

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)   
OF THE SECURITIES EXCHANGE ACT OF 1934  

Filed by registrant /X/                                                         

Check the appropriate box:                                                      

/ / Preliminary Information Statement       / / Confidential, For Use of the    
                                             Commission Only (as permitted
                                   by Rule 14c-5(d)(2)
/X/ Definitive Information Statement                                            

NEVADA GOLD & CASINOS, INC.   
--------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):                              

/X/ No Fee required.                                                            

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).                    

/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.       

(1) Title of each class of securities to which transaction applies:     
Common Stock                                                    

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(2) Aggregate number of securities to which transactions applies:       

8,487,471                                                       
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(3) Per unit price or other underlying value of transaction computed    
 pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):  

--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:                    

--------------------------------------------------------------------------------
(5) Total fee paid:                                                     

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/ / Fee paid previously with preliminary materials.                             

/ / Check box if any part of the fee is offset as provided by Exchange Act      
Rule 0-11(a)(2) and identify the filing for which the offsetting fee    
was paid previously. Identify the previous filing by registration       
statement number, or the form or schedule and the date of its filing.   

(1) Amount Previously Paid:                                             

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(2) Form, Schedule or Registration Statement No.:                       

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(3) Filing Party:                                                       

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(4) Date Filed:                                                         

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DEF 14C
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 NEVADA GOLD & CASINOS, INC.
3040 Post Oak Blvd., Suite 675
Houston, Texas 77056

 INFORMATION STATEMENT FOR ACTION BY
 WRITTEN CONSENT OF STOCKHOLDERS

MAILING DATE: OCTOBER 3,1997

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED
TO SEND US A PROXY

This Information Statement is furnished to each of the stockholders of
Nevada Gold & Casinos, Inc., a Nevada corporation (the "Company"), in connection
with the taking of action by the written consent (the "Written Consent") of the 
majority of stockholders (the "Majority Stockholders") of the Company, which    
Written Consent shall be effective as of October 31, 1997. YOU ARE NOT BEING    
ASKED FOR A PROXY NOR TO VOTE ON THIS MATTER. THIS DOCUMENT IS FOR INFORMATIONAL
PURPOSES ONLY.                                                                  

RECORD DATE                                                                     

The close of business on August 31, 1997 was fixed by the Board of    
Directors of the Company as the record date for the determination of the        
stockholders entitled to receive this Information Statement pursuant to         
applicable provisions of the Nevada Revised Statutes. As of August 31, 1997,    
there were 8,487,471 shares of the Company's common stock, par value $0.12 per  
share ("Common Stock"), issued and outstanding. All of the issued and           
outstanding shares of Common Stock are entitled to one vote on each matter that 
is submitted for voting at any meeting of the stockholders of the Company.      

    In accordance with Section 78.018 of the Nevada Revised Statutes, whenever
stockholders are required or permitted to take any action, such action may be   
taken without a meeting by means of a written consent setting forth the action  
to be so taken, signed by the holders of a majority of all of outstanding shares
entitled to vote thereon.                                                       

ACTION TO BE TAKEN WITH RESPECT TO DISPOSITION OF PROPERTY                      

In August 1997, the Board of Directors of the Company authorized and  
approved certain actions on behalf of the Company and Blackhawk Gold, Ltd., a   
Colorado corporation and wholly-owned subsidiary of the Company ("Blackhawk     
Gold"), regarding certain matters relating to the construction, development and 
operation of a casino and related facilities (the "Casino Facility") located in 
the City of Black Hawk, Colorado, in accordance with that certain Members       
Agreement dated July 29, 1997 (the "Members Agreement"), by and among the       
Company, Casino America of Colorado, Inc., a Colorado corporation ("CAC"),      
Casino America, Inc., a Delaware corporation, and Blackhawk Gold, and that      
certain Amended and Restated Operating Agreement dated July 29, 1997 (the       
"Operating Agreement"), by and among CAC and Blackhawk Gold. In connection with 
the Casino Facility, CAC and Blackhawk Gold formed the Isle of Capri Black Hawk 
L.L.C., a Colorado limited liability company ("ICBH") whose members are CAC and 
Blackhawk Gold. The Casino Facility will be developed and constructed by ICBH on
certain contiguous parcels of land (the "Blackhawk Gold Parcel") which were     
owned by the Company and conveyed to ICBH by the                                

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DEF 14C
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Company on behalf of Blackhawk Gold, in satisfaction of the requirement of the  
initial capital contribution of Blackhawk Gold under the Operating Agreement    
and the Members Agreement in consideration of the issuance of a 45% ownership   
interest in and to ICBH (which interest was subsequently adjusted to 40.8%      
pursuant to the Members Agreement). The Blackhawk Gold Parcel, on which the     
Casino Facility is to be constructed, consists of an approximately 6.25 acre    
parcel of undeveloped land located in the City of Black Hawk, Colorado, which is
located approximately 40 miles west of Denver, Colorado. In 1991, the State of  
Colorado approved limited stakes gaming on certain parcels of land within the   
State of Colorado including the Blackhawk Gold Parcel.                          

  In connection with the Casino Facility, with the Board approval given in
August 1997, the Company also entered into that certain Purchase Agreement dated
August 14, 1997 (the "Purchase Agreement"), by and among the Company, ICBH,     
CAC, Isle of Capri Black Hawk Capital Corp., a Colorado corporation, and        
Jefferies & Company, Inc., with respect to that certain Offering Circular (the  
"Offering Circular") dated August 14, 1997, relating to the offer and sale of   
ICBH's $75,000,000 13% first mortgage notes due 2004, which offer and sale was  
consummated on August 20, 1997. The proceeds of this sale will be used for the  
construction and operation of the Casino Facility.                              

ICBH was organized as a limited liability company under the laws of   
Colorado in April 1997, by Casino America of Colorado, Inc. and Blackhawk Gold, 
Ltd. Since its organization, ICBH has been in the development stage, and its    
activities have been limited to applying for necessary permits, licenses and    
approvals; arranging for the design and construction of the Casino Facility;    
arranging for the financing for the Casino Facility; and arranging for the      
contribution to ICBH of certain real estate parcels and other capital           
contributions.                                                                  

ICBH has not yet obtained the state of Colorado licenses required to  
conduct gaming activities at the Casino Facility. To the Company's knowledge, no
other federal or state regulatory requirements must be complied with or         
approvals obtained in connection with the above-described transactions.         

   The executive offices of ICBH are located at 711 Washington Loop, Biloxi,
Mississippi 39530.                                                              

WRITTEN CONSENT                                                                 

    By unanimous written consent dated August 14, 1997, the Board of Directors
of the Company and the Company as the sole stockholder of Blackhawk Gold,       
approved and authorized the conveyance of the Blackhawk Gold Parcel by the      
Company to Blackhawk Gold as well as the selected transactions described in this
Information Statement. The Board of Directors has determined that stockholder   
approval and/or ratification of the Purchase Agreement and the transactions     
contemplated thereby, including, without limitation, the conveyance of the      
Blackhawk Gold Parcel, is not required under the applicable provisions of the   
Nevada Revised Statutes.                                                        

Notwithstanding the determination of the Board of Directors that      
stockholder approval and/or ratification is not required to effect and carry out
the transactions contemplated by the Purchase Agreement, including, without     
limitation, the conveyance of the Blackhawk Gold Parcel, for the avoidance of   
any doubt that the transactions described above have all been duly authorized,  
Winstock Mining Corporation, a Colorado corporation, Clay County Holdings, Inc.,
a Colorado corporation, Aaminex Capital Corporation, a Texas corporation, Paul  
J. Burkett, an individual, William J. Jayroe, an individual, and Hubert T. Wen, 
an individual (collectively the "Majority Stockholders"), have agreed in writing
to approve and ratify by majority consent of the shareholders of the Company,   
the Purchase Agreement, and all the transactions contemplated thereby including,
without limitation, the conveyance of the Blackhawk Gold Parcel by the          

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DEF 14C
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Company to Blackhawk Gold. As of August 31, 1997, the Majority Stockholders     
legally and beneficially owned an aggregate of 5,142,415 shares of Common Stock 
of the Company, constituting approximately 60.33% of all of the issued and      
outstanding shares of Common Stock of the Company.                              

     Pursuant to the regulations promulgated under the Exchange Act, the Written
Consent of the Majority Stockholders shall not become effective until at least  
twenty days after the Company has mailed this Information Statement to the      
stockholders of the Company.                                                    

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

The following table sets forth, as of August 31, 1997, the number and 
percentages of issued and outstanding shares of Common Stock owned by: (i) each 
person known to the Company to beneficially own 5% or more of the issued and    
outstanding shares of Common Stock; (ii) each director of the Company; and (iii)
all officers and directors of the Company as a group.                           

Name and Address of                     Number of Shares         Percent        
Beneficial Owner                             Owned               of Class       
----------------------------            ----------------         --------       

Winstock Mining Corporation (U.S.)          1,669,580             19.67%        
1506 - 2008 Fullerton Avenue                                              
North Vancouver, British Columbia                                         
V7P3G7                                                                  

H. Thomas Winn                              1,532,898(1)          18.02%        
3040 Post Oak Blvd., Suite 675                                            
Houston, Texas 77056                                                      

David K. McCaleb                            2,884,908(2)           33.99%       
3040 Post Oak Blvd., Suite 675                                            
Houston, Texas 77056                                                      

Paul J. Burkett                               277,526(3)            3.26%       
P.O. Box 761                                                              
Goldfield, Nevada 89013                                                   

-------------------------                                                       
(1) Except for options to purchase 18,334 shares, all the shares listed are     
 controlled directly or indirectly through Aaminex Capital Corporation, of
    which H. Thomas Winn is President. 1,333,334 of these shares are the subject
of an option agreement to exercise the shares held by Winstock Mining   
Corporation (U.S.). As long as the option remains contingent and        
   unexercised, Mr. Winn exercises no voting or investment power, with respect
to the shares subject to the options. The 1,333,334 shares described are
the same shares owned by Winstock Mining Corporation (U.S.). The        
information in this table shall not be construed as a statement that Mr.
Winn is the  beneficial owner of the securities covered by the statement
for purposes of Section 13(d) or 13(g) of the Securities Act of 1933.   

(2) Mr. McCaleb, the Secretary of the Company, is also the President of Clay    
County Holdings, Inc.  Except for 250 shares owned personally by Mr.    
  McCaleb, the shares indicated are the shares held by Clay County Holdings,
  Inc. as set forth above in the table of Beneficial Owners.  Mr. McCaleb is
the son-in-law of H. Thomas Winn, the President of the Company.         

(3) Included in Mr. Burkett's beneficial ownership are options to purchase      
18,334 shares.                                                          

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DEF 14C
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Hubert T. Wen                           110,669(4)        1.30%       
P.O. Box 571595                                                     
Houston, Texas 77257-1595                                           

Elizabeth A. Woods                       25,654            .30%       
3040 Post Oak Blvd.                                                 
Suite 675                                                           
Houston, Texas 77056                                                

William G. Jayroe                        18,752(5)         .22%       
7030 Empire Central Drive                                           
Houston, Texas 77040                                                

Aaminex Capital Corp.                 1,514,564(1)       17.84%       
3040 Post Oak Blvd.,                                                
Suite 675                                                           
Houston, Texas 77056                                                

Clay County Holdings, Inc.            2,884,658(2)       33.99%       
3040 Post Oak Blvd.,                                                
Suite 675                                                           
Houston, Texas 77056                                                

All directors and officers            4,850,407          56.86%       
as a group (6 persons) (1,2,3,4,5)                                    

COSTS AND EXPENSES                                                              

  The Company and/or its affiliates will bear the cost of delivery of this
Information Statement to its stockholders. Arrangements are also being made with
brokerage houses and any other custodians, nominees, and fiduciaries for the    
forwarding of this Information Statement to the beneficial owners of the        
Company, and the Company and/or its affiliates will reimburse any such broker,  
custodians, nominees, and fiduciaries for the reasonable out-of-pocket expenses 
incurred by them.                                                               

ADDITIONAL INFORMATION                                                          

Copies of any documents described herein may be obtained at no cost by
request to the Company.                                                         

                              BY ORDER OF THE BOARD OF DIRECTORS

                           /s/ David K. McCaleb, Secretary
                                  --------------------------------------
                       David K. McCaleb, Secretary

--------------------------                                                      
(4) Included in Mr. Wen's beneficial ownership are options to purchase 5,000    
shares.                                                                 

(5) Included in Mr. Jayroe's beneficial ownership are options to purchase       
12,084 shares.                                                          

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEF 14C’ Filing		Date		First		Last			Other Filings
		10/31/97		2
For Period End:		10/3/97
Filed on:		10/2/97							10-K/A
		8/31/97		2		4
		8/20/97		3
		8/14/97		3					10-Q
		7/29/97		2
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