COAST HOTELS & CASINOS INC
8-K, 1999-07-06
HOTELS & MOTELS
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                       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):                  June 22, 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 June 22, 1999, Coast Hotels and Casinos, Inc., a Nevada corporation
(the "Company"), announced the commencement of its offer to exchange up to
$175.0 million principal amount of newly issued 9-1/2% Senior Subordinated Notes
Due 2009 registered under the Securities Act of 1933, as amended, for a like
amount of its outstanding privately placed 9-1/2% Senior Subordinated Notes Due
2009 (the "Exchange Offer"). The Company announced that the offer and withdrawal
rights are expected to expire on Wednesday, July 21, 1999 at 5:00 p.m., New York
City time. A copy of the Company's press release relating to the commencement of
the Exchange Offer 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 June 22, 1999, announcing the commencement of the
                     Company's Exchange Offer.
</TABLE>





                                       2

<PAGE>   3

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act, 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/ HARLAN D. BRAATEN
                                             -----------------------------------
                                       Name:  Harlan D. Braaten
                                       Title: President and Chief Operating
                                              Officer
July 2, 1999




                                       3


<PAGE>   1

                                                                    EXHIBIT 99.1


CONTACT:
Gage Parrish
Vice President and CFO
Coast Hotels and Casinos, Inc.
702/365-7000

FOR IMMEDIATE RELEASE

                    COAST HOTELS AND CASINOS, INC. ANNOUNCES
                         COMMENCEMENT OF EXCHANGE OFFER

     LAS VEGAS, NEVADA -- JUNE 22, 1999 -- Coast Hotels and Casinos, Inc., a
wholly owned subsidiary of Coast Resorts, Inc., announced today that it has
commenced its offer to exchange up to $175.0 million principal amount of newly
issued 9-1/2% Senior Subordinated Notes Due 2009 registered under the Securities
Act of 1933, as amended (the "Securities Act"), for a like amount of its
outstanding privately placed 9-1/2% Senior Subordinated Notes Due 2009. Exchange
offers of this kind are customary in transactions in which notes have been
issued in a private placement under Rule 144A of the Securities Act, as were
Coast Hotel's outstanding notes. The offer and withdrawal rights are expected to
expire on Wednesday, July 21, 1999 at 5:00 p.m., New York City time.

     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.



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