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Non-Tech : Littlefield Corporation (LTFD) -- Ignore unavailable to you. Want to Upgrade?

To: Gary K. Best who wrote (5790)	12/21/1997 8:55:00 PM
From: Dante Sinferno	Read Replies (1) \| Respond to of 10368

8K filing part 2..... Voting Agreement Pursuant to the Acquisition, the Harrisons, Mims and Gregory Wilson, the Registrant's Chief Executive Officer and President ("Wilson"), will enter into a voting agreement ("Agreement") providing for (i) the expansion of the Board of Directors to seven directors, four of which will be nominated by Wilson, one to be nominated by Mims, one to nominated by the Harrisons and one to be jointly nominated by the Harrisons and Mims. The Agreement will terminate upon the following occurrences: (i) for Wilson, when he no longer owns at least 126,000 shares of voting stock of the Registrant (Wilson currently owns approximately 1,260,000 shares); (ii) for Mims, when he no longer owns at least 82,768 shares (Mims currently owns approximately 727,680 shares; and (iii) for the each Harrison, when that Harrison no longer owns 33,333 shares (each Harrison currently owns approximately 333,333 shares). Item 5. Other Events. In early December 1997, the Office of the Attorney General for the State of South Carolina issued an "Advisory" ("Advisory") regarding the intended prosecution of video gaming payouts as violative of state criminal laws against lotteries. The Advisory stated that, in the opinion of the Attorney General, video poker payoffs constitute a lottery and are illegal under South Carolina law. The Advisory further stated that as of December 15, 1997, all South Carolina law enforcement officers and prosecuting agencies were to be authorized to enforce the lottery statutes through seizure of video gaming machines and arrests. Shortly thereafter, the Attorney General reversed this position in a public statement. He stated that he had no present intention to prosecute video gaming operators under State law, but would instead join a class action civil suit filed by an individual targeting video gaming operaters. Such civil suit is likely to test the legality of video gaming under South Carolina law. The Registrant's South Carolina subsidiaries could be added as defendants at any time in such action. There has been editorial comment in local newspapers strongly urging the State legislature to address this issue by either abolishing video gaming in its entirety or instituting stronger regulations governing the operations of video gaming, including heavier taxes. Should South Carolina legislatively abolish its video gaming industry, the Registrant's video gaming operations would be substantially, detrimentally and materially impacted. Should South Carolina institute extensive regulations governing the operations of video gaming, the Registrant's operations could be materially impacted. The Registrant believes that responsible regulation could be beneficial to the Company's operations, since settled regulatory structures provide a basis for stability in operating businesses which are under their umbrella. The Registrant currently derives over 50% of its revenues from its South Carolina video gaming operations.