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Global Healthcare REIT, Inc. – ‘8-K’ for 12/23/98

As of:  Friday, 1/8/99   ·   For:  12/23/98   ·   Accession #:  1011034-99-6   ·   File #:  0-15415

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/08/99  Global Healthcare REIT, Inc.      8-K:2,7    12/23/98    3:56K                                    Neuman Clifford L PC/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         8     33K 
 2: EX-1.0      Underwriting Agreement                                14±    52K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,      4±    14K 
                          Liquidation or Succession                              


8-K   —   Current Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 2:. Disposition of Assets
3Item 7:. Financial Statements and Exhibits
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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): December 23, 1998 GLOBAL CASINOS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Utah 0-15415 87-0340206 ---------------------------------------------------------------------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) incorporation or organization) 5373 North Union Boulevard, Suite 100, Colorado Springs, Colorado 80918 --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (719) 590-4900 ------------------------------------------------------------------- -------------------------------------------------------------- (Former name or former address, if changed since last report)
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ITEM 2: DISPOSITION OF ASSETS --------------------- (a) On December 23, 1998, Global Casinos, Inc. (the "Company") completed the disposition of two separate business operations. Effective December 23, 1998, the Company completed the disposition of its discontinued casino operations on the island of Aruba. The Company had previously announced that the Casino Masquerade located in the Radisson Aruba Carribean Hotel on the island of Aruba had been closed effective February 28, 1998 in order to undergo renovations. Due to protracted delays in completing the renovations and other adverse business circumstances, the Company was able to negotiate an early termination of the remaining term on its casino lease. Under the terms of the Settlement Agreement with Dutchco N.V., an Aruban limited liability company, and Aruba Carribean Hotel Limited Partnership, as landlord, the Company agreed to terminate the lease in consideration of a cash payment in the amount of $400,000 and the issuance to the Company of trade credits having an aggregate face value of $600,000. The trade credits can be used at the Aruba Carribean Hotel (the "Hotel") for a six year period beginning January 1, 2000 and ending December 31, 2005, usable at the rate of $100,000 per year. The Hotel credits can be used against room rates as well as food and beverage charges, subject to certain limitations. With the consummation of the foregoing Settlement Agreement, all residual interest in the Company in its discontinued operations in Aruba have ceased. Miscellaneous items of personal property and gaming equipment have been moved by the Company from Aruba to its Pelican Casino on the island of St. Maarten. The Company continues to own as a wholly owned subsidiary Global Entertainment Group, N.V., an Aruba Corporation ("Global Entertainment"), which operated the Aruba Casino, and the Company's consolidated balance sheet continues to include the liabilities of Global Entertainment notwithstanding the discontinued operation. The Company hopes to be able to dispose of its interest in Global Entertainment, although there can be no assurance that it will be successful in these efforts. (b) In an unrelated transaction, on December 23, 1998, the Company sold in a management buy-out 100% of the outstanding shares of Common Stock of its wholly owned subsidiary, Destination Marketing Services, Inc. ("DMSI"). The DMSI shares were purchased by William C. Martin, DMSI's President. In consideration of the shares of DMSI, the Company will receive payments totaling $20,900 over three years, and will be indemnified against certain liabilities, including payroll taxes. The effective date of the transaction was set at October 1, 1998 by agreement. DMSI is engaged in placing special travel arrangements for groups and other large parties. The Company acquired DMSI earlier during 1998. DMSI was never a significant subsidiary of the Company within the meaning of Regulation 210.11.01(b) under the Securities Exchange Act of 1934, as amended.
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Financial Statements -------------------- Not applicable (b) Pro Forma Financial Information ------------------------------- Included herewith are the pro forma Balance Sheet and pro forma Statements of Operations of the Company giving effect to the discontinuation and disposition of the Masquerade Casino on the island of Aruba and the disposition of DMSI. (c) Exhibits -------- Item Title ---- ----- 1.0 Settlement Agreement and Mutual Release of Claims 2.0 Stock Purchase Agreement
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SIGNATURE 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. GLOBAL CASINOS, INC. Date: January 8, 1999 By: /s/ Stephen G. Calandrella --------------- ---------------------------------- Stephen G. Calandrella, President
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GLOBAL CASINOS, INC. and SUBSIDIARIES CONSOLIDATED PRO FORMA BALANCE SHEET SEPTEMBER 30, 1998 (unaudited) [Enlarge/Download Table] As Assets As Reported Sold Adjusted ------------- ------------- ------------- ASSETS ------ Current assets: Cash $ 497,283 $ 377,942 A $ 875,225 Restricted Cash 140,450 140,450 Accounts receivable: Trade, net of allowance for doubtful accounts of $22,384 467,303 467,303 Related parties 5,741 5,741 Inventory 254,325 254,325 Prepaid rent 192,800 192,800 Current portion of notes receivable 60,623 8,875 B 69,498 Marketable securities 6,255 6,255 Other 92,172 92,172 ------------- ------------- ------------- Total current assets 1,716,952 386,817 2,103,769 ------------- ------------- ------------- Land, buildings and equipment: Land 526,550 526,550 Buildings 4,126,970 4,126,970 Equipment 1,986,893 1,986,893 ------------- ------------- ------------- 6,640,413 - 6,640,413 Accumulated depreciation (1,456,422) (1,456,422) ------------- ------------- ------------- 5,183,991 - 5,183,991 ------------- ------------- ------------- Other assets: Leasehold rights and interests and contract rights, net of amortization of $1,199,095 2,593,479 (888,199) A 1,705,280 Goodwill, net of amortization of $140,292 2,024,212 2,024,212 Hotel credits 477,769 A 477,769 Notes receivable, net of current portion, including receivables in default 274,698 12,025 B 286,723 Other assets, net of amortization of $27,385 23,287 23,287 ------------- ------------- ------------- 4,915,676 (398,405) 4,517,271 ------------- ------------- ------------- $11,816,619 $ (11,588) $ 11,805,031 ============= ============= =============
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GLOBAL CASINOS, INC. and SUBSIDIARIES CONSOLIDATED PRO FORMA BALANCE SHEET SEPTEMBER 30, 1998 (unaudited) (continued) [Enlarge/Download Table] As Assets As Reported Sold Adjusted ------------- ------------- ------------- LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable $ 641,308 $ (22,058) A $ 619,250 Accrued expenses 1,515,816 1,515,816 Accrued interest, including $54,539 to related parties 342,611 342,611 Note payable 216,843 216,843 Current portion of long-term debt, including debt in default and $238,350 to related parties 2,318,298 2,318,298 Mandatory redeemable convertible Class A preferred stock, in default 27,500 27,500 Other 40,000 40,000 ------------- ------------- ------------- Total current liabilities 5,102,376 (22,058) 5,080,318 ------------- ------------- ------------- Long-term debt, less current portion 2,891,005 2,891,005 Other 12,056 12,056 ------------- ------------- ------------- 2,903,061 - 2,903,061 ------------- ------------- ------------- Commitments and contingencies Stockholders' equity: Preferred stock - convertible, nonvoting; 10,000,000 shares authorized Class A - $2 par value; 109,000 shares issued and outstanding 218,000 218,000 Class B - $.01 par value; 329,178 shares issued and outstanding 3,176 3,176 Common stock - $.05 par value; 50,000,000 shares authorized; 1,506,741 shares issued and outstanding 75,226 75,226 Additional paid-in capital 12,439,582 12,439,582 Accumulated deficit (8,924,802) 10,470 A (8,914,332) ------------- ------------- ------------- 3,811,182 10,470 3,821,652 ------------- ------------- ------------- $11,816,619 $ (11,588) $ 11,805,031 ============= ============= ============= </Table
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GLOBAL CASINOS, INC. and SUBSIDIARIES CONSOLIDATED PRO FORMA BALANCE SHEET FOR THE THREE MONHTHS ENDED SEPTEMBER 30, 1998 (unaudited)
[Enlarge/Download Table] As Operations As Reported Sold Adjusted -------------- -------------- -------------- Revenues: Casino $ 1,304,686 $ 1,304,686 Bingo 815,146 815,146 Food and beverage 27,450 27,450 Other 117,356 $ 107,748 9,608 ------------- ------------- ------------- 2,264,638 107,748 2,156,890 ------------- ------------- ------------- Expenses: Cost of sales 436,928 436,928 Operating, general, and administrative 1,836,056 317,463 1,518,593 Depreciation and amortization 180,646 1,673 178,973 Gain on disposition of gaming facility 472,515 (472,515) ------------- ------------- ------------- 2,453,630 791,651 1,661,979 ------------- ------------- ------------- Loss from operations (188,992) (683,903) 494,911 Other income (expense): Interest income 7,449 7,449 Interest expense, including $12,445 to related parties at September 30, 1998 (116,026) (9,570) (125,596) ------------- ------------- ------------- (108,577) (9,570) (118,147) ------------- ------------- ------------- Net loss (297,569) (693,473) 376,764 Dividends on Class B preferred stock (65,215) (65,215) ------------- ------------- ------------- Net loss available to common stockholders $ (362,784) $ (693,473) $ 311,549 ============= ============= ============= Earnings (loss) per share - basic and diluted $ (0.24) $ 0.21 ============= ============= Weighted average shares outstanding 1,504,461 1,504,461 ============= =============
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GLOBAL CASINOS, INC. and SUBSIDIARIES EXPLANATORY NOTES TO PRO FORMA ADJUSTMENTS SEPTEMBER 30, 1998 A On December 23, 1998, the Company received $400,000 as partial settlement of the Amended and Restated Aruba Caribbean Resort and Casino Lease Agreement, dated April 22, 1998. The settlement, dated November 17, 1998, is comprised of a $400,000 cash payment and a total of $600,000 room, food, and beverage credits eligible for use commencing January 1, 2000 and ending December 31, 2005. The present value of cash and credits was $872,534. The effect on the net loss for the three months ended September 30, 1998 was $10,340, which reflects imputed interest income relating to the cash received of $5,235 netted against a $15,575 revision of the present value estimated at June 30, 1998. B On December 23, the Company sold 100% of its stock in Destination Marketing Services in a management buy-out. In consideration of the sale, the Company received a $20,900 promissory note bearing interest at 10% with principal and interest payments of $800 per month commencing July 1, 1999.

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘8-K’ Filing    Date First  Last      Other Filings
12/31/052810QSB,  10QSB/A,  8-K,  NT 10-Q
1/1/0028
7/1/998
Filed on:1/8/9948-K
For Period End:12/23/981810-K405/A,  8-K/A
11/17/988
10/1/982
9/30/985810QSB,  10QSB/A
6/30/98810-K405,  10-K405/A,  10KSB/A,  NT 10-K
4/22/988
2/28/982
 List all Filings 
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Filing Submission 0001011034-99-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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