<PAGE> 1
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 23, 1999
COAST HOTELS AND CASINOS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
Nevada 333-04356 88-0345706
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
</TABLE>
4500 West Tropicana Avenue, Las Vegas, Nevada 89103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 365-7000
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On March 23, 1999, Coast Hotels and Casinos, Inc., a Nevada corporation (the
"Company"), announced the expiration at 5:00 p.m. New York City time on March
22, 1999 (the "Expiration Time") of a tender offer (the "Tender Offer") for its
13% First Mortgage Notes due 2002 (the "13% Notes") pursuant to its Offer to
Purchase and Consent Solicitation Statement dated February 19, 1999 and that it
had accepted all 13% Notes tendered in the Tender Offer. As of the Expiration
Time, approximately $173,040,000 principal amount, or 99% of outstanding 13%
Notes, had been validly tendered and not withdrawn. The Company also announced
that it had closed its offering of 9 1/2% Senior Subordinated Notes due 2009
(the "9 1/2% Notes") and its new credit facility. A copy of the Company's press
release relating to the expiration of the Tender Offer and the closing of its
offering of the 9 1/2% Notes and the new credit facility is filed as Exhibit
99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
99.1 Press Release, dated March 23, 1999, announcing the expiration of the Company's
Tender Offer and the closing of the offering of its 9 1/2% Notes and the new
credit facility.
</TABLE>
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
COAST HOTELS AND CASINOS, INC.
a Nevada corporation
By: /s/ GAGE PARRISH
---------------------------------
Name: Gage Parrish
Title: Vice President and Chief
Financial Officer
March 26, 1999
3
<PAGE> 1
[D.F. King & Co., Inc. Letterhead]
PRESS RELEASE
CONTACT:
Kevin Schwicardi
800/829-6551
D.F. King & Co., Inc.
55 Water Street
New York, New York 10005
FOR IMMEDIATE RELEASE
- ---------------------
COAST HOTELS AND CASINOS, INC. ANNOUNCES EXPIRATION
OF ITS CASH TENDER OFFER, OFFERING OF NEW NOTES
AND EXECUTION OF NEW CREDIT FACILITY
LAS VEGAS, NEVADA -- MARCH 23, 1999 -- Coast Hotels and Casinos, Inc., a
wholly-owned subsidiary of Coast Resorts, Inc., announced today that as of 5:00
p.m. New York City time on March 22, 1999 (the "Expiration Time"), its
previously announced tender offer (the "Tender Offer") to purchase up to all of
its outstanding 13% First Mortgage Notes due 2002 (the "13% Notes"), had expired
and that all 13% Notes tendered were accepted for purchase. As of the Expiration
Time, approximately $173,040,000 principal amount, or 99% of outstanding Notes,
had been validly tendered and not withdrawn. The consideration, which has been
determined in accordance with the previously announced pricing formula, is
$1,179.32 per $1,000 principal amount of 13% Notes, plus accrued interest. Such
amount includes a consent fee of $20 per $1,000 principal amount of 13% Notes
payable only to holders of those 13% Notes who tendered by the March 5, 1999
consent date under the related consent solicitation.
The Company also announced today that it closed its previously announced
private placement offering of $175,000,000 of 9 1/2% Senior Subordinated Notes
due 2009 (the "9 1/2% Notes") and new five year revolving credit facility (the
"Credit Facility"). The Company will use the proceeds from the sale of the 9
1/2% Notes, borrowings under the Credit Facility and cash on hand to fund the
payment of consideration and costs of the Tender Offer and to retire other
outstanding secured indebtedness.
(MORE . . .)
<PAGE> 2
Coast Hotels and Casinos, Inc.
March 23, 1999
Page 2
The offer and sale of the 9 1/2% Notes have note been registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration under the Securities Act or an exemption from the
registration requirements of the Securities Act.
Coast Hotels and Casinos, Inc., owns and operates three hotel-casinos in
the Las Vegas area, The Orleans, the Gold Coast and the Barbary Coast.
###
