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.