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: December 7, 2004
(Date of earliest event reported: December 1, 2004)
CENTURY CASINOS, INC.
(Exact Name of Registrant as specified in its charter)
Delaware 0-22290 84-1271317
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
1263 Lake Plaza Drive Suite A, Colorado Springs, CO 80906
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 719-527-8300
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 communication 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 pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement
On December 1, 2004, Century Casinos, Inc. entered into an agreement to sell its
interest in the Gauteng, South Africa, license Application to the Akani Group
which is comprised of Akani Leisure Investments (Proprietary) Limited and Gold
Reef Casino Resorts Limited (partly owned by the Casinos Austria group). The
Akani Group has agreed to provide the funds necessary for Silverstar to complete
the project and to acquire the entire shareholding of Silverstar as well as all
assets, rights and obligations of Century in the project.
The total selling price to Century is R50.3 million, approximately $8.5 million.
By the terms of the Verkrans Sale Agreement, Century Casinos Africa has sold all
of its shares in Verkrans Ontwikkelings Maatskappy (Pty) Limited to Silverstar
Development Limited for R4,405,000 in cash.
By the terms of the Settlement of Loans Agreement, Silverstar paid Century
Casinos Africa (Pty) Ltd R5,595,000 to settle loans previously made to
Silverstar and other parties related to the proposed project in Gauteng, South
Africa. As part of the same agreement, Century Casinos Africa has advanced R3.0
million to Silverstar which shall be repaid in six equal installments upon the
payment dates of the seventh though twelfth installments established in the
option agreements plus interest of R60,000 per installment.
The balance of R40.3 million, approximately $6.8 million, is contingent on
certain approvals being secured by Silverstar and the Akani Group. The outcome
of these approvals is unknown at this time but with the financial backing of the
Akani Group, funding is now available to Silverstar to complete its tasks and
provide a higher level of assurance that Century will ultimately get a return on
its efforts to date. Should such approvals not be obtained, Century's
involvement in the project will be restored to the previous level of ownership
and management.
Century Casinos, Inc. has entered into a consulting agreement with Respond
Limited under which it will pay a fee on all sums received in respect to any
disposal agreements related to the Gauteng, South Africa project equal to 2%
(two percent) on cumulative amounts up to $5 million plus 5% (five percent) of
all amounts received in excess of $5 million. Century has paid R200,000 to
Respond Limited in conjunction with the receipt of the R10.0 million for the
Verkrans Sale and Settlement of Loans agreements. The payment of any additional
fees is subject to the receipt of additional funds in connection with the
disposal of our interests.
Item 9.01 Exhibits.
10.139 Settlement of Loans Agreement
10.140 Verkrans Sale Agreement
10.141 Century Resorts Limited Option Agreement
10.142 Century Casinos West Rand Option Agreement
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.
Century Casinos, Inc.
(Registrant)
Date: December 7, 2004 by: /s/ Larry Hannappel
Larry Hannappel, Chief
Accounting Officer