SFX Filing with U.S. Securities and Exchange
Commission
This
is the filing with the U.S. Securities and Exchange Commission.
Note
that the deal is contingent on a three-year audit of Presley's
combined entities which is already underway and that RFX made
a down payment to Lisa Presley of $5 million.
The
filing with U.S. Securities and Exchange Commission
CONFORMED
PERIOD OF REPORT: 20041216
ITEM
INFORMATION: Entry into a Material Definitive Agreement
ITEM
INFORMATION: Regulation FD Disclosure
FILED AS OF DATE: 20041216 DATE AS OF CHANGE: 20041216
FILER:
COMPANY
DATA:
COMPANY
CONFORMED NAME: SPORTS ENTERTAINMENT ENTERPRISES INC
CENTRAL
INDEX KEY: 0000793044
STANDARD
INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS
STORES [5940]
IRS
NUMBER: 841034868
STATE
OF INCORPORATION: NV
FISCAL
YEAR END: 1231
FILING
VALUES:
FORM
TYPE: 8-K
SEC
ACT: 1934 Act
SEC
FILE NUMBER: 000-17436
FILM
NUMBER: 041208329
BUSINESS
ADDRESS: STREET 1: 6730 LAS VEGAS BOULEVARD
CITY:
LAS VEGAS
STATE:
NV
ZIP:
89119
BUSINESS
PHONE: 7027987777
MAIL
ADDRESS: STREET 1: 53
FORMER
COMPANY:
FORMER
CONFORMED NAME: LAS VEGAS DISCOUNT GOLF & TENNIS INC
DATE
OF NAME CHANGE: 19920703
FORMER
COMPANY:
FORMER
CONFORMED NAME: LAGUNA CAPITAL CORP
DATE
OF NAME CHANGE: 19890123
FORMER
COMPANY:
FORMER
CONFORMED NAME: LA JOLLA CAPITAL CORP
DATE
OF NAME CHANGE: 19860526 8-K 1
d1011749.txt
CURRENT
REPORT 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): December 16,
2004
SPORTS
ENTERTAINMENT ENTERPRISES, INC.
(Exact
name of registrant as specified in charter) Colorado 0-17436
84-1034868 -------- ------- ----------
(State
or other jurisdiction (Commission (I.R.S. Employer of incorporation)
File Number) Identification No.)
6730
Las Vegas Blvd. South Las Vegas, Nevada 89119
-----------------
-----
(Address of principal (Zip Code) executive offices) Registrant's
telephone number, including area code: (702) 798-7777
---------------
Not Applicable ---------------------------------------------
Former
name or former address, if changed since last report
Check
the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
CURRENT
REPORT ON FORM 8-K
SPORTS
ENTERTAINMENT ENTERPRISES, INC. December 16, 2004
Item
1.01 Entry into a Material Definitive Agreement
On
December 16, 2004 Sports Entertainment Enterprises, Inc. ("SPEA"
or the "Company") entered into a definitive agreement with
two entities controlled by Lisa Marie Presley, and RFX Acquisition
LLC ("RFX Acquisition"), a company formed and controlled by
Robert F.X. Sillerman, which if consummated will result in
RFX Acquisition acquiring a controlling interest in SPEA simultaneous
with and conditioned upon SPEA's acquisition of a controlling
interest in entities which control the commercial utilization
of the name, image and likeness of Elvis Presley, the operation
of Graceland and the surrounding properties, as well as revenue
derived from Elvis' music, films and television specials.
As
part of the contemplated transaction, RFX Acquisition will
contribute $3.43 Million cash to SPEA in exchange for 34,320,124
newly issued shares of SPEA common stock. In addition to the
shares received from the Company, RFX Acquisition will receive
warrants to purchase 8,689,599 shares of the common stock
at $1.00 per share, 8,689,599 shares of common stock at $1.50
per share, and 8,689,599 shares of common stock at $2.00 per
share. Simultaneous with this exchange, RFX Acquisition will
also acquire an aggregate of 2,240,397 shares of the Company's
common stock directly from certain principal stockholders
of the Company at the same price of $0.10 per share. Upon
consummation of these transactions, RFX Acquisition and its
affiliates, including Mr. Sillerman, will own approximately
94% of the outstanding capital stock of the Company (or 96%
assuming exercise of the warrants).
Simultaneous
with and conditioned upon the contribution by RFX Acquisition,
Ms. Presley will contribute 85% of the outstanding equity
interests of the two entities that own the assets of and control
the Presley businesses in exchange for total consideration
of approximately $100 Million, consisting of approximately
$53.0 Million in cash, approximately $22.0 Million in Preferred
Stock of SPEA, 500,000 shares of SPEA common stock and the
assumption or extinguishment of approximately $25.0 Million
of outstanding indebtedness. Ms. Presley will retain a 15%
interest in the two entities, which would operate as 85%-controlled
subsidiaries of the Company.
The
Board of Directors of SPEA unanimously approved the entering
into of the aforementioned definitive agreements.
Though
the transaction does not have a financing condition, RFX Acquisition
may seek equity or debt financing on behalf of SPEA to fund
the cash portion of the Presley purchase price. If financing
is not available on terms that RFX Acquisition deems reasonable,
RFX Acquisition and its principals have indicated to SPEA
that they will consider providing additional equity capital
to the Company. Such
equity financing may result in additional dilution to SPEA's
stockholders.
RFX
Acquisition and the Presley entities have the right, under
certain limited circumstances, to require SPEA to assign its
rights under the proposed transaction to another inactive
publicly traded company. Accordingly, there can be no assurance
that the transactions will be consummated or, if consummated,
that SPEA will be a participant. Approval of SPEA's shareholders
will not be required to consummate the transactions.
If
and when the transaction is consummated and upon compliance
with all applicable rules and regulations, it is anticipated
that Mr. Sillerman and his designees will assume control of
the Company's Board of Directors, though at least 50% of such
designees will be unaffiliated and meet the standards for
"independence" as such term is defined by the major stock
exchanges. Following completion of the transaction, Mr. Sillerman
will have sufficient voting control to elect the Board of
Directors. In connection with her receipt of the Preferred
Stock, Ms. Presley will have the right to either serve as
a director of the Company or to designate an individual to
serve on her behalf. In accordance with Rule 14(f) of the
Securities Exchange Act of 1934, as amended, a Schedule 14F
will be mailed to SPEA's stockholders prior to effectuation
of such change of control. It is contemplated that following
the closing, the current executive officers of SPEA will resign.
Item
7.01 Regulation FD Disclosure.
The
Company is furnishing the information included as Exhibit
99.1 to this report pursuant to Regulation FD. This information
is being furnished pursuant to Item 7.01 of Form 8-K and shall
not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section and will not be
incorporated by reference into any registration statement
filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated
therein by reference. This report will not be deemed an admission
as to the materiality of any information in the report that
is required to be disclosed solely by Regulation FD. On December
16, 2004, the Company issued a press release relating to its
execution of definitive agreements relating to a potential
change in control and a potential material acquisition as
described in Item 1.01
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.
SPORTS
ENTERTAINMENT ENTERPRISES, INC.
Dated:
December 16, 2004
By:/s/
Vaso Boreta, ---------------------------------
President,
Chief Executive Officer
Exhibit
Index Exhibit No.
Description
- ----------- -----------
99.1
SPEA's press release dated December 16, 2004.
EX-99.1
2 e1013877.txt PRESS RELEASE
EXHIBIT 99.1 FOR IMMEDIATE RELEASE SPORTS ENTERTAINMENT
ENTERPRISES, INC.
Media
Contact: Ronald Boreta 702-798-7777
SPORTS
ENTERTAINMENT ENTERPRISES, INC. [OTC BB:SPEA.OB] ANNOUNCES
TRANSACTION WITH ROBERT F.X. SILLERMAN AND ELVIS PRESLEY ESTATE
SILLERMAN WILL OBTAIN MAJORITY CONTROL OF COMPANY SIMULTANEOUS
WITH AN ACQUISITION OF AN 85% STAKE IN ELVIS PRESLEY ENTERPRISES
AND RELATED ASSETS New York, New York - December 16, 2004
- Sports Entertainment Enterprises, Inc. [OTC BB:SPEA.OB]
announced today that it has entered into a definitive agreement
with two entities controlled by Lisa Marie Presley and RFX
Acquisition LLC (RFX), a company formed and controlled by
Robert F.X. Sillerman, in which RFX will acquire a controlling
interest in SPEA simultaneous with and conditioned upon SPEA's
acquisition of a controlling interest in entities which control
the commercial utilization of the name, image and likeness
of Elvis Presley, the operation of Graceland and the surrounding
properties, as well as revenue derived from Elvis' music,
films and television specials.
As
part of the transaction, RFX will contribute $3.43 million
to SPEA in exchange for 34,320,124 newly issued shares of
SPEA common stock. In addition to the shares received from
the company, RFX will receive warrants to purchase 8,689,599
shares of the common stock at $1.00 per share, warrants to
purchase 8,689,599 shares of common stock at $1.50 per share,
and warrants to purchase 8,689,599 shares of common stock
at $2.00 per share. Simultaneous with this exchange, RFX will
also acquire an aggregate of 2,240,397 shares of the company's
common stock directly from certain principal stockholders
of the company at a price of $0.10 per share. Upon consummation
of these transactions, RFX and its affiliates including Mr.
Sillerman will own approximately 94 percent of the outstanding
common stock of the Company, and assuming exercise of the
warrants, will own approximately 96 percent of the then outstanding
common stock of the company.
Simultaneous
with RFX's contribution, Ms. Presley will contribute 85 percent
of the outstanding equity interests of the two entities that
own the assets of and control the Presley businesses in exchange
for total consideration of approximately $100 million, consisting
of approximately $53 million in cash, approximately $22 million
in Preferred Stock of SPEA, 500,000 shares of SPEA common
stock and the assumption or extinguishment of approximately
$25 million of outstanding indebtedness. Ms. Presley will
retain a 15 percent interest in the two Presley entities,
which will operate as 85 percent-controlled subsidiaries of
the company.
Though
RFX has made a deposit of $5 million, to be credited towards
the purchase price when the closing occurs, the closing of
the transaction remains subject to a number of significant
conditions, including a three year audit of the combined operations
of the Presley entities which is currently being conducted
by Deloitte & Touche LLP. In addition, RFX and the Presley
entities have the right, under certain limited circumstances,
to require SPEA to assign its rights under the proposed transaction
to another inactive publicly traded company.
Accordingly,
there can be no assurance that the transactions will be consummated
or, if consummated, that SPEA will be a participant. Approval
of SPEA's shareholders will not be required to consummate
the transactions. Though the transaction does not have a financing
condition, RFX Acquisition may seek equity or debt financing
on behalf of SPEA to fund the cash portion of the Presley
purchase price. If financing is not available on terms that
RFX deems reasonable, RFX and its principals will consider
providing additional debt and equity capital to the company.
Any financing may result in additional dilution to SPEA's
stockholders.
On
a combined and unaudited basis, the "Elvis" businesses had
total revenue of $44.9 million for the twelve months ended
December 31, 2003 and $37.9 million for the nine months ended
September 30, 2004. Net operating income, before depreciation
and amortization, for those periods was $12.0 million and
$9.4 million, respectively.
Mr.
Sillerman, the founding and controlling member of RFX, was
the founder, a major shareholder and served as Executive Chairman
of SFX Entertainment from its inception in 1997 until its
sale to Clear Channel Communications in August 2000.
SFX
Entertainment was the largest presenter, promoter and producer
of live entertainment in the world. Prior to that, Mr. Sillerman
was a founder, major shareholder and served as Executive Chairman
of SFX Broadcasting, Inc., a major owner and operator of radio
stations, from its inception in 1992 through its sale in 1998
to an affiliate of buyout firm Hicks, Muse Tate & Furst. Mr.
Sillerman is also a founder and the controlling member of
MJX Asset Management LLC, a company engaged in the management
of, and investment in, collateralized debt obligation funds.
MJX Asset Management currently has approximately $1.5 billion
under management.
If
and when the transaction is consummated and upon compliance
with all applicable rules and regulations, it is anticipated
that Mr. Sillerman and his designees, will assume control
of the company's Board of Directors. Following completion
of the transaction, Mr. Sillerman will have sufficient voting
control to elect the Board of Directors, although at least
50 percent of the Directors will be unaffiliated with Mr.
Sillerman and meet the standard for "independence" as defined
by the major stock exchanges. In connection with her receipt
of the Preferred Stock, Ms. Presley will have the right to
either serve as a director of the company or to designate
an individual to serve on her behalf. In accordance with Rule
14(f) of the Securities Exchange Act of 1934, as amended,
a Schedule 14F will be mailed to SPEA's stockholders prior
to effectuation of the change of control. It is contemplated
that following the closing, the current executive officers
of SPEA will resign. It is anticipated that Deloitte & Touche
will be appointed auditors for the company following the transaction.
Mr.
Sillerman has agreed that, following completion of the transaction
and subject to certain minor conditions and exceptions, he
and certain of his affiliates will conduct all of their active
media and entertainment-related activities through the Company.
Bear Stearns & Co. Inc. is representing Mr. Sillerman
in the transaction and Ms. Presley is being represented by
Provident Financial Management and The Salter Group.
SPEA
disposed of all of its operating businesses in the second
and third quarters of 2002. As a result, the company now has
no business operations and only minimal assets and liabilities.
SPEA's primary objective is to seek out and pursue a transaction
with a business enterprise that might have a desire to take
advantage of the company's status as a public corporation.
If the transactions described herein are not consummated,
there is no assurance that SPEA will acquire a favorable business
opportunity through such a transaction.
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