<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): February 19, 1999
COAST HOTELS AND CASINOS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 333-04356 88-0345706
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
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 February 19, 1999, Coast Hotels and Casinos, Inc., a Nevada
corporation (the "Company"), announced that it was commencing a tender offer and
consent solicitation relating to its 13% First Mortgage Notes due 2002 (the
"Notes") pursuant to its Offer to Purchase and Consent Solicitation Statement
dated February 19, 1999 (the "Offer to Purchase"). A copy of the Company's press
release relating to the commencement of the tender offer and the consent
solicitation is filed as Exhibit 99.1 to this Current Report on Form 8-K.
On March 3, 1999, the Company announced that it had increased the
price that it will pay for Notes validly tendered pursuant to the Offer to
Purchase. The price payable was increased from a price based on a fixed spread
of 75 basis points over the yield of the reference U.S. security to a fixed
spread of 60 basis points over such yield. A copy of the Company's press release
relating to the increase in the price payable is filed as Exhibit 99.2 to this
Current Report on Form 8-K.
On March 8, 1999, the Company announced the expiration of its
consent solicitation pursuant to the Offer to Purchase. In the consent
solicitation, consents representing approximately 99% of the aggregate principal
amount of Notes outstanding were validly delivered. The Company also announced
that, in connection with the expiration of the consent solicitation, it intended
to promptly execute a supplemental indenture providing for the proposed
amendments to the indenture under which the Notes were issued and amend the
related security documents, to be operative upon acceptance for payment of the
Notes in the tender offer. A copy of the Company's press release relating to the
expiration of the consent solicitation is filed as Exhibit 99.3 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 February 19, 1999, announcing the
commencement of the Company's tender offer and consent
solicitation pursuant to the Offer to Purchase
99.2 Press Release, dated March 3, 1999, announcing the increase
in the price payable for Notes tendered pursuant to the Offer
to Purchase
99.3 Press Release, dated March 8, 1999, announcing the expiration
of the Company's consent solicitation pursuant to the Offer
to Purchase
</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 15, 1999
3
<PAGE> 1
EXHIBIT 99.1
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 CASH TENDER
OFFER AND SOLICITATION OF CONSENTS WITH RESPECT TO ITS
13% FIRST MORTGAGE NOTES DUE 2002
LAS VEGAS, NEVADA -- FEBRUARY 19, 1999 -- Coast Hotels and Casinos,
Inc., a wholly owned subsidiary of Coast Resorts, Inc., announced today
that it is commencing a cash tender offer and consent solicitation
relating to all of its $175 million aggregate principal amount outstanding
13% First Mortgage Notes due 2002 (the "Notes"). In connection with the
cash tender offer, the Company is also soliciting consents to adopt
amendments to the Indenture under which the Notes were issued to eliminate
substantially all restrictive covenants and certain event of default
provisions.
As described in more detail in the Offer to Purchase and Consent
Solicitation dated as of February 19, 1999, the consideration for each
$1,000 principal amount of Notes tendered and accepted for payment
pursuant to the tender offer will be an amount equal to (a) a price
intended to result in a yield to the earliest redemption date for the
Notes (December 15, 2000), equal to the sum of (i) the yield to maturity
of the applicable reference security (4-5/8% U.S. Treasury Note due
December 31, 2000), as calculated by the Dealer Managers in accordance
with standard market practice, plus (ii) 75 basis points (such price
being rounded to the nearest cent per $1,000 principal amount of Notes),
plus (b) accrued interest payable on the Notes at the settlement date.
<PAGE> 2
This amount includes a consent payment equal to $20 per $1,000 principal amount
of the Notes purchased that will be paid only for tendered Notes for which
consents have been validly delivered and not revoked prior to 5:00 p.m. New
York City time on Friday, March 5, 1999, unless extended (the "Consent Time").
The cash tender offer will terminate at 5:00 p.m. New York City time on Monday,
March 22, 1999, unless extended (the "Expiration Time").
The tender offer is conditioned upon, among other things, holders having
delivered (and not revoked) by the Consent Time consents representing not less
than a majority in aggregate principal amount of the Notes outstanding
(excluding any Notes owned by the Company, the guarantors of the Notes or any
affiliates of the Company or the guarantors), holders having tendered (not
withdrawn) by the Expiration Time Notes representing not less than a majority
in aggregate principal amount of Notes outstanding (excluding any Notes owned
by the Company, the guarantors of the Notes or any affiliates of the Company or
the guarantors) and the Company obtaining financing to pay the consideration,
costs and fees of the tender offer and consent solicitation on terms acceptable
to the Company.
For additional information, please contact any of: Morgan Stanley Dean
Witter (at 877/445-0397) or NationsBanc Montgomery Securities LLC (collect at
704/388-4807 or toll free at 888/292-0070), the co-Dealer Managers for the
tender offer, or D. F. King & Co., Inc., the Information Agent (banks and
brokers, call collect, 212/425-1685; all others call toll free, 800/829-6551).
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.
# # #
<PAGE> 1
EXHIBIT 99.2
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 INCREASES PURCHASE PRICE IN
TENDER FOR 13% FIRST MORTGAGE NOTES
Las Vegas, Nevada, March 3, 1999, Coast Hotels and Casinos, Inc. announced
today that it has increased the price that it will pay to purchase its 13%
First Mortgage Notes in its current tender offer to a price based on a fixed
spread of 60 basis points over the yield of the reference U.S. security.
Previously, the fixed spread was 75 basis points over such yield. This increase
will apply to any Notes that were previously tendered. All other terms of the
tender offer and consent solicitation remain the same.
The Company said that it has received commitments from holders of more
than a majority of the First Mortgage Notes to tender at the increased
consideration.
In order to receive both the total consideration payable in the tender
offer and consent, including the consent payment of $20 per $1,000 principal
amount, holders of First Mortgage Notes must tender their Notes on or prior to
5:00 p.m., New York City time, on Friday March 5, 1999, when the consent
solicitation expires. Holders who tender after March 5, 1999 but before the
expiration of the tender offer at 5:00 p.m., New York City time, on March 22,
1999, will receive the total consideration described above, less the $20
consent payment.
<PAGE> 2
For additional information, please contact Morgan Stanley Dean Witter (at
877/445-0397) or NationsBanc Montgomery Securities LLC (collect at 704/388-4807
or toll free at 888/292-0070), the co-Dealer Manager for the offer, or D. F.
King & Co., Inc., the Information Agent (banks and brokers, call collect,
212/425-1685; all others call toll free, 800/829-6551).
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.
###
<PAGE> 1
EXHIBIT 99.3
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 RESULTS AND
EXPIRATION OF CONSENT SOLICITATION
LAS VEGAS, NEVADA -- March 8, 1999 -- Coast Hotels and Casinos, Inc. (the
"Company"), a wholly owned subsidiary of Coast Resorts, Inc., announced today
that, as of 5:00 p.m., New York City time on March 5, 1999 (the "Consent Time"),
the consent solicitation relating to its 13% First Mortgage Notes due 2002 (the
"Notes") had expired. As of such time, the Company had received tenders of Notes
and related consents from holders of approximately 99% of the outstanding
principal amount of Notes pursuant to the Offer to Purchase and Consent
Solicitation dated February 19, 1999. As a result, the Company has received the
necessary approval of the holders of the Notes to the proposed amendments to the
indenture under which the Notes were issued.
The total consideration to be paid for each validly tendered note and
properly delivered consent is based upon a fixed spread of 60 basis points over
the yield to maturity on the applicable reference security (4-5/8% U.S.
Treasury Note due December 31, 2000), as of 3:00 p.m. on the date that is two
business days prior to the expiration date
<PAGE> 2
of the tender offer. The tender offer will expire at 5:00 p.m., New York City
time, on Monday, March 22, 1999, unless extended by the Company. The total
consideration for each $1,000 principal amount of outstanding Notes tendered
with a related consent delivered prior to the Consent Time will include a
consent payment of $20.00 per $1,000 principal amount of Notes.
In connection with the consent solicitation, the Company intends to
promptly execute a supplemental indenture providing for the proposed amendments
to the indenture under which the Notes were issued and amend the related
security documents, to be operative upon acceptance for payment of the Notes in
the tender offer.
For additional information, please contact any of: Morgan Stanley Dean
Witter (at 877/445-0397) or NationsBanc Montgomery Securities LLC (collect at
704/388-4807, or toll free at 888/292-0070), the co-Dealer Managers for the
tender offer, or D. F. King & Co., Inc., the Information Agent (banks and
brokers, call collect, 212/425-1685; all others call toll free, 800/829-6551).
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.
###
