-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SVzID2YsKT2ct/nSLcbEZq82XVH+zAn8+CXr51NBNfjQ2k0YC6Iiz4+7IRVu0gbb UTocLw/75rcSTlyRScPMWg== 0000928423-97-000003.txt : 19970708 0000928423-97-000003.hdr.sgml : 19970708 ACCESSION NUMBER: 0000928423-97-000003 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970707 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUUS GAMING CO LP CENTRAL INDEX KEY: 0000928423 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 541719877 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25306 FILM NUMBER: 97636922 BUSINESS ADDRESS: STREET 1: 222 SMALLWOOD VILLAGE CENTER CITY: ST CHARLES STATE: MD ZIP: 20602 BUSINESS PHONE: 3016456833 MAIL ADDRESS: STREET 1: 222 SMALLWOOD VILLAGECENTER CITY: ST CCHARLES STATE: MD ZIP: 20602 10-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER 000-25306 EQUUS GAMING COMPANY L.P. (Exact name of registrant as specified in its charter) Virginia 54-1719877 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 222 Smallwood Village Center St. Charles, Maryland 20602 (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code: (301) 843-8600 Securities registered pursuant to Section 12(b) of the Act: Not applicable Securities registered pursuant to Section 12(g) of the Act: TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED Class A Units representing assignment Nasdaq National Market System beneficial ownership of Class A limited ("Nasdaq/NMS") partnership interest and evidenced by beneficial assignment certificates ("Units") Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 26, 1997, the aggregate market value of 2,561,874 Units held by non-affiliates of the registrant based on the closing price reported on the NASDAQ was $5,123,748. AMENDMENT The primary purpose of this amendment is to correct an inadvertent transposition in three pages of the financial statements of the registrant. Documents Incorporated By Reference: The entire Form 10-K for the year ended December 31, 1996, except for the three pages enclosed herein. (PAGE) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the partners of Equus Gaming Company L.P.: We have audited the accompanying consolidated balance sheets of Equus Gaming Company L.P. (a Virginia limited partnership) (the Company) and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of income (loss), changes in partners' equity (deficit) and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the 1996 and 1995 financial statements of Galapagos, S.A., which statements reflect total assets and total revenues of 4 percent and 23 percent in 1996 and 5 percent and 19 percent in 1995, respectively, of the consolidated totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for this entity, is based solely on the report of the other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of the other auditors, provide a reasonable basis for our opinion. In our opinion, based on our audits and the report of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Equus Gaming Company L.P. and subsidiaries as of December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. Arthur Andersen LLP March 27, 1997 Washington, D.C. (PAGE) EQUUS GAMING COMPANY L.P. CONSOLIDATED BALANCE SHEETS (continued) LIABILITIES AND PARTNERS' DEFICIT December 31, --------------------------- 1996 1995 ----------- ------------ LIABILITIES RELATED TO RACE TRACKS: First Mortgage Notes- Principal, net of bond discount of $1,596,261 and $1,760,161, respectively $66,403,739 $66,239,879 Accrued interest 332,918 332,918 Minority interest in Galapagos 111,427 816,216 Notes payable 577,388 523,562 Accounts payable and accrued liabilities 2,157,681 1,092,765 Accrued income taxes 437,692 231,980 ----------- ------------ 70,020,845 69,237,320 ----------- ------------ LIABILITIES RELATED TO TELEVISION STATIONS: Note payable - 1,365,848 Obligations under TV Purchase Agreements - 474,661 Accounts payable and accrued liabilities - 464,414 ----------- ------------ - 2,304,923 ----------- ------------ OTHER LIABILITIES: Unsecured partner's loans 415,883 211,629 Notes payable and accrued interest 500,000 566,885 Accounts payable and accrued liabilities 287,976 226,710 Minority interest in HDA 550,605 63,559 ----------- ------------ 1,754,464 1,068,783 ----------- ------------ PARTNERS' DEFICIT: General Partners (752,867) (760,803) Limited Partners (10,436,112) (11,027,009) ----------- ------------ (11,188,979) (11,787,812) ----------- ------------ $60,586,330 $60,823,214 =========== ============ The accompanying notes are an integral part of these consolidated balance sheets. (PAGE) EQUUS GAMING COMPANY L.P. CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIT) FOR THE THREE YEARS ENDED DECEMBER 31, 1996 General Limited Partners Partners Total ----------- ------------ ------------ BALANCES, December 31, 1993 $ 100 $ - $ 100 Net loss for the year (1,494,603) - (1,494,603) Capital contributions 4,128,582 - 4,128,582 Distributions to partners- Receivable from Land Development Associates S.E. ("LDA") (2,933,296) - (2,933,296) Cash (225,000) - (225,000) ----------- ------------ ------------ BALANCES, December 31, 1994 (524,217) - (524,217) Net loss for the year (77,247) (514,038) (591,285) Issuance of partnership units - 5,650,000 5,650,000 Effect of consolidation of HDA (158,406) (15,682,238) (15,840,644) Currency translation adjustments (933) (92,388) (93,321) Cash distributions to partners - (388,345) (388,345) ----------- ------------ ------------ BALANCES, December 31, 1995 (760,803) (11,027,009) (11,787,812) Net income for the period 8,272 818,951 827,223 Currency translation adjustments (336) (33,294) (33,630) Cash distributions to partners - (194,760) (194,760) ----------- ------------ ------------ BALANCES, December 31, 1996 $ (752,867) $(10,436,112) $(11,188,979) =========== ============ ============ The accompanying notes are an integral part of this consolidated statement. (PAGE) SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Equus Gaming Company L.P. ----------------------------------- (Registrant) By: Equus Management Company Managing General Partner July 7, 1997 /s/ Gretchen Gronau - ----------------- ------------------------------ Date Gretchen Gronau Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----