Monarch Casino & Resort Inc – ‘8-K’ for 1/3/06

On:  Monday, 1/9/06, at 11:34am ET   ·   For:  1/3/06   ·   Accession #:  907242-6-1   ·   File #:  0-22088

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4±    17K 

Document Table of Contents

 UNITED STATES
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):      January 3, 2006          

 MONARCH CASINO & RESORT, INC.
(Exact name of registrant as specified in its charter)

  NEVADA                     0-22088                  88-0300760
(State or other jurisdiction       (Commission             (I.R.S. Employer     
   of incorporation)             File Number)          Identification No.)

1175 W. Moana Lane, Suite 200                                         
   Reno, NEVADA                                          89509
----------------------------------------                        ----------      
(Address of Principal Executive Offices)                        (Zip Code)      

(775)825-3355 
----------------------------------------------------
(Registrant's telephone number, including area code)

NOT APPLICABLE
----------------------------------------------------
 (Former name or former address, if changed since last report)

ITEM 8.01 Other Events                                                          

On January 3, 2006, Monarch Casino & Resort, Inc. (the "Company"),    
through its wholly-owned subsidiary, Golden Town, Inc., entered into            
agreements, dated as of January 1, 2006, to acquire 100% of the equity          
interest of LLH Gaming, Inc. and its affiliates (collectively, "LLH"). LLH      
is the party to a Purchase and Sale Agreement for the purchase by LLH of the    
Fitzgerald's Reno Casino Hotel located in downtown, Reno, Nevada                
("Fitzgerald's Reno). The Company intends to cause LLH to complete the          
purchase of Fitzgerald's Reno at an estimated cost of $11,000,000 plus          
additional transaction costs.                                                   

 LLH filed for bankruptcy relief under Chapter 11 of the Bankruptcy Code
on December 30, 2005.  The Sellers under the Purchase and Sale Agreement have   
indicated that they do not believe LLH should be able to close the purchase.    
Various parties to the Purchase and Sale Agreement, including LLH, will appear  
in the U.S. Bankruptcy Court, District of Nevada, on January 9, 2006.  This     
hearing may clarify whether LLH will be entitled to proceed to close on the     
Purchase and Sale Agreement and purchase substantially all of the Assets of     
the Fitzgerald's Reno.  In addition, in the event that LLH receives a           
favorable decision regarding its ability to purchase the assets of the          
Fitzgerald's Reno from the U.S. Bankruptcy Court, other proceedings for         
additional approvals will be required from the District Court, State of         
Nevada, the City of Reno and the Nevada gaming regulatory authorities before    
LLH will be able to acquire the assets of the Fitzgerald's Reno.                

Fitzgerald's Reno is a 351-room hotel with approximately 27,000 square
feet of gaming space and three restaurants located in the central business      
district of downtown Reno, and is within walking distance of the National       
Bowling Stadium and other downtown attractions.                                 

A copy of the Purchase and Sale Agreement is attached to this Current 
Report as Exhibit 2.1 and is incorporated herein by reference.                  

A copy of the press release issued by the Company announcing the      
execution of the Purchase Agreement is attached to this Current Report as       
Exhibit 99.1 and is incorporated herein by reference.                           

ITEM 9.01  Financial Statements and Exhibits                                    

(d) EXHIBITS                                                          

 Exhibit 2.1     Purchase and Sale Agreement dated September 12, 2004 by
                 and among, LLH HOLDINGS, LLC, LLH PARKING, LLC, and LLH
                  GAMING, INC.; FITGERALDS RENO, INC. and JEFFREY GILBERT,
and FITZGERALDS GAMING CORPORATION.   

Exhibit 99.1    Press release dated January 3, 2006.                  

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 SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,  
as amended, the Registrant has duly caused this report to be signed on its      
behalf by the undersigned hereunto duly authorized.                             

                                 MONARCH CASINO & RESORT, INC.

Date:    January 9, 2006               By: /s/ Ben Farahi                       
                                     -------------------------
                Name:   Ben Farahi
                              Title:  Chief Financial Officer,
                                     Treasurer and Secretary

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Exhibit No.     Description                                                     
-----------     -----------                                                     

Exhibit 2.1     Purchase and Sale Agreement dated September 12, 2004 by         
       and among, LLH HOLDINGS, LLC, LLH PARKING, LLC, and LLH
        GAMING, INC.; FITGERALDS RENO, INC. and JEFFREY GILBERT,
and FITZGERALDS GAMING CORPORATION.             

Exhibit 99.1    Press release dated January 3, 2006.                            

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                                                                Exhibit 99.1

PRESS RELEASE   

 MONARCH CASINO & RESORT, INC. ANNOUNCES NEW ACQUISITION OPPORTUNITY

RENO, NV-January 4, 2006- Monarch Casino & Resort, Inc. (Nasdaq: MCRI)
(the "Company"), owner of the Atlantis Casino Resort in Reno, Nevada,           
announced today that through a wholly-owned subsidiary, Golden Town, Inc., it   
has acquired 100% of the equity interest of LLH Gaming, Inc. and its            
affiliates ("LLH").  LLH is the party to a Purchase Agreement for the           
purchase by LLH of the Fitzgerald's Reno Casino Hotel located in downtown       
Reno, Nevada ("Fitzgerald's Reno").  LLH sought protection under Chapter 11     
of the United States Bankruptcy Code on December 29, 2005, just prior to the    
expiration date of LLH's Purchase Agreement for Fitzgerald's Reno.              

   The Company intends to cause LLH to complete the purchase of Fitzgerald's
Reno at an estimated cost of $11,000,000 plus additional transaction costs and  
to cause the LLH bankruptcy case to be dismissed.  However, the purchase of     
Fitzgerald's Reno is subject to several issues and contingencies, any of which  
could prevent or delay the successful completion of the purchase.               

 Because of the significant contingencies and uncertainties, there is no
assurance that Monarch's subsidiary will consummate the purchase of             
Fitzgerald's Reno.                                                              

Fitzgerald's Reno is a 351-room hotel with approximately 27,000 square
feet of gaming space and three restaurants located in the central business      
district of downtown Reno, and is within walking distance of the National       
Bowling Stadium and other downtown attractions.                                 

 A United States Bankruptcy Court approved the Fitzgerald's Reno Plan of
Reorganization on May 5, 2003. The Fitzgerald's Reno bankruptcy debtors         
surrendered their gaming license in August 2003, and since that date, a court   
appointed supervisor has operated Fitzgerald's Reno.                            

  Monarch Casino & Resort, Inc., through its wholly-owned subsidiary, owns
and operates the tropically-themed Atlantis Casino Resort in Reno, Nevada.      
The Atlantis is the closest hotel-casino to, and is directly across the street  
from, the Reno-Sparks Convention Center.  The Atlantis is recognizable due to   
its Sky Terrace, a unique structure rising approximately 55 feet from street    
level and spanning 160 feet across Virginia Street with no intermediate         
support pillars. The Sky Terrace connects the Atlantis to a 16-acre parcel of   
land owned by the Company, that is compliant with all casino zoning             
requirements and is suitable and available for future expansion of the          
Atlantis facilities and is currently being used by the Company as additional    
paved parking for the Atlantis.  The existing Atlantis site offers almost       
1,000 guest rooms in three contiguous high-rise hotel towers and a motor        
lodge. The tropically-themed Atlantis features approximately 51,000 square      
feet of high-energy casino space with 38 table games and approximately 1,450    
slot and video poker machines, a sports book, Keno and a poker room, and        
offers a variety of dining choices in the form of nine high-quality food        
outlets.                                                                        

 The disclosures contained in this press release are subject to numerous
forward-looking statements, factors and contingencies within the meaning of     
Section 21 of the Securities Exchange Act of 1934, the outcome of which could   

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substantially impact the information disclosed.  The factors that could impact  
the disclosures herein include, but are not limited to, receipt of certain      
gaming regulatory approvals; modified court orders from the Nevada District     
Court regarding the status of the court appointed supervisor of Fitzgerald's    
Reno; orders from the United States Bankruptcy Court; general economic          
conditions affecting the gaming industry; and other factors generally           
affecting the economy of Reno and Nevada and the gaming industry generally.     
These forward-looking factors are also subject to other factors set forth in    
the Company's periodic filings under the Securities Exchange Act of 1934, as    
amended.                                                                        

Contacts: Ben Farahi at (775) 825-3355 or benfarahi@monarchcasino.com           
     Karl G. Brokmann at (775) 825-3355 or kbrokmann@monarchcasino.com

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed on:		1/9/06		8-K
		1/4/06
For Period End:		1/3/06
		1/1/06
		12/30/05
		12/29/05
		9/12/04
		5/5/03
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