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): ~~March~~September 26, 2018

AG&E HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

Illinois	1-8250	36-1944630
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

223 Pratt Street, Hammonton, New Jersey 08037
(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (609) 704-3000

____________________________________________________________

(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 (see General Instruction A.2. below):

[ ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.0201 Other ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~March~~September 26, 2018, AG&E Holdings, Inc. (the “Company”) ~~appointed~~received ~~Francis~~a X.letter ~~McCarthy~~(the as“Default ~~its~~Letter”) ~~Chief~~from ~~Financial~~its ~~Officer~~lender, ~~Secretary, and~~North ~~Treasurer~~Mill ~~effective~~Capital ~~April~~LLC 14(“North Mill”), ~~2018.~~asserting ~~Prior~~that toan ~~joining~~Event ~~the~~of ~~Company,~~Default Mrhad occurred under Section 8.4 ~~McCarthy~~of the Loan and Security Agreement, ~~age~~dated 65as of November 22, ~~had~~2017, ~~been~~between ~~retired~~the ~~since~~Company’s ~~November~~subsidiary ~~2011.~~and ~~From~~North ~~April~~Mill, ~~2006~~due to ~~November~~a ~~2011,~~material headverse ~~served~~change asin ~~Executive~~the ~~Vice~~Company’s ~~President~~business ofand ~~Finance~~financial ~~for~~condition ~~Resorts~~resulting ~~International,~~from ~~Inc.~~(i) ~~From~~the ~~August~~Company’s ~~1990~~net tolosses ~~April~~in ~~2006~~the six months ended June 30, he2018, ~~served~~and in(ii) ~~various~~the ~~finance~~termination ~~capacities~~of ~~for~~the ~~Trump~~Company’s ~~Plaza~~relationship ~~Associates~~with a significant vendor, ~~Trump~~as ~~Casino~~reported ~~Services~~by ~~and~~the ~~Executive~~Company ~~Vice~~in ~~President~~its ofQuarterly ~~Finance~~Report ~~for~~on ~~Trump~~Form ~~Hotels~~10-Q &for ~~Casino~~quarter ~~Resorts~~ended June 30, ~~Inc~~2018. ~~From~~North ~~May~~Mill ~~1980~~further toadvised ~~August~~the ~~1990~~Company in the Default Letter, hethat ~~served~~as ina ~~various~~result ~~financial~~of ~~capacities~~such ~~for~~Event ~~Greate~~of ~~Bay~~Default, ~~Hotel~~North Mill has increased the interest rate under the Loan and ~~Casino,~~Security ~~Inc.~~Agreement ~~From~~by ~~July~~six ~~1974~~percent toover ~~May~~the ~~1980~~current rate, heand ~~was~~reserves ~~Senior~~all ~~Auditor~~of ~~for~~its ~~Price~~other ~~Waterhouse~~rights &under Cothe Loan and Security Agreement.

Mr. McCarthy will be paid an initial annual base salary of $175,000, in addition to customary employment benefits that are broadly provided to company’s employees, such as participation in the company’s life insurance, major medical and other health benefits, and will also be entitled to a car allowance of $750 per month. The Company and Mr. McCarthy are not a party to a written employment agreement.SIGNATURE

~~SIGNATURE~~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.

~~Pursuant~~AG&E toHOLDINGS ~~the~~INC. ~~requirements~~By: of/s/ ~~the~~Francis ~~Securities~~X. ~~Exchange~~McCarthy ~~Act~~Name: ofFrancis ~~1934,~~X. ~~the~~McCarthy ~~Registrant~~Title: ~~has~~Chief ~~duly~~Financial ~~caused~~Officer, ~~this~~Treasurer ~~report~~and ~~to be signed on its behalf by the undersigned hereunto duly authorized.~~Secretary

~~AG&E HOLDINGS INC. By~~Date: September ~~/s/ Renee Zimmerman Name: Renee Zimmerman Title: Chief Financial Officer~~13, ~~Treasurer and Secretary~~2018

Date: April 12, 2018

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