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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 24, 1998
(November 18, 1998)
SHOWBOAT MARINA CASINO PARTNERSHIP
SHOWBOAT MARINA FINANCE CORPORATION
(Exact name of Registrant as specified in its charter)
INDIANA 35-1978576
NEVADA 1-12419 88-0356197
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification Number)
ONE SHOWBOAT PLACE
EAST CHICAGO, INDIANA 46312
(Address of principal executive office) (Zip Code)
(219) 378-3000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if applicable)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On November 18, 1998, following the acquisition by Harrah's
Entertainment, Inc. of indirect ownership of 55% of Showboat Marina Casino
Partnership ("SMCP") from Showboat, Inc., SMCP and Showboat Marina Finance
Corporation ("SMFC"), a wholly-owned subsidiary of SMCP, dismissed KPMG Peat
Marwick LLP, which served as independent accountants for the registrant, and
engaged Arthur Andersen LLP, the auditor for Harrah's Entertainment, Inc., as
SMCP's and SMFC's new independent accountants.
(ii) The reports of KPMG Peat Marwick LLP on the financial statements
for the past two fiscal years of SMCP and SMFC contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The general partners of SMCP and the Board of Directors of SMFC
participated in and approved the decision to change independent accountants.
(iv) In connection with its audit for the two most recent fiscal years
and through November 18, 1998, there were no disagreements with KPMG Peat
Marwick LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of KPMG Peat Marwick LLP would have caused KPMG
Peat Marwick LLP to make reference thereto in their report on the financial
statements for such years.
(v) During the two most recent fiscal years and through November 18,
1998, there were no reportable events as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
(vi) The registrant requested that KPMG Peat Marwick LLP furnish it with
a letter addressed to the Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated November 18, 1998, is filed as
Exhibit 16 to this Form 8-K.
(b) New independent accountants
As stated above, SMCP and SMFC engaged Arthur Andersen LLP as their new
independent accountants as of November 18, 1998. During the two most recent
fiscal years and through November 18, 1998, the registrant has not consulted
with Arthur Andersen LLP regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the financial statements of the registrant, and neither a
written report nor oral advice was provided to the registrant that Arthur
Andersen LLP concluded was an important factor considered by the registrant in
reaching a decision as to the accounting, auditing or financial reporting issue;
or
(ii) any matter that was either the subject of a disagreement, as that
term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a reportable event, as that term
is defined in Item 304(a)(1)(v) of Regulation S-K.
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ITEM 7 EXHIBITS
Exhibit
No. Description
16 Letter from KPMG Peat Marwick LLP regarding change in certifying
accountant.
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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.
Date: November 24, 1998
SHOWBOAT MARINA CASINO PARTNERSHIP,
an Indiana general partnership
By: Showboat Marina Investment By: Showboat Marina Partnership, an
Partnership, an Indiana general Indiana general partnership, a
partnership, a general partner general partner
By: Showboat Indiana Investment By: Showboat Indiana Investment
Limited Partnership, a Nevada Limited Partnership, a Nevada
limited partnership, a general limited partnership, a general
partner partner
By: Showboat Indiana, Inc., a Nevada By: Showboat Indiana, Inc., a Nevada
corporation, its general partner corporation, its general partner
By: /s/ JUDY T. WORMSER By: /s/ JUDY T. WORMSER
Judy T. Wormser Judy T. Wormser
Vice President and Treasurer Vice President and Treasurer
By: Waterfront Entertainment and By: Waterfront Entertainment and
Development, Inc., an Indiana Development, Inc., an Indiana
corporation, a general partner corporation, a general partner
By: /s/ MICHAEL A. PANNOS By: /s/ MICHAEL A. PANNOS
Michael A. Pannos Michael A. Pannos
President President
By: /s/ THOMAS S. CAPPAS By: /s/ THOMAS S. CAPPAS
Thomas S. Cappas Thomas S. Cappas
Treasurer (principal financial Treasurer (principal financial
officer) officer)
SHOWBOAT MARINA FINANCE
CORPORATION, a Nevada corporation
By: /s/ MICHAEL A. PANNOS
Michael A. Pannos
Secretary
By: /s/ CHARLES L. ATWOOD
Charles L. Atwood
Vice President and Treasurer
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EXHIBIT 16
November 18, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Showboat Marina Casino Partnership
(SMCP) and Showboat Marina Finance Corporation (SMFC) and, under the date of
February 2, 1998, we reported on the consolidated financial statements of
Showboat Marina Casino Partnership and subsidiary as of December 31, 1997 and
1996, and the related consolidated statements of operations, partners' capital,
and cash flows for the year ended December 31, 1997, and for the period from
March 29, 1996 (commencement of development) through December 31, 1996, the
related statements of cash flows of Showboat Marina Partnership (Predecessor)
for the period from January 1, 1996 through March 28, 1996 and the year ended
December 31, 1995. On November 18, 1998, our appointment as principal
accountants was terminated. We have read Showboat Marina Casino Partnership's
and Showboat Marina Finance Corporation's statements included under Item 4 of
its Form 8-K dated November 18, 1998, and we agree with such statements, except
that we are not in a position to agree or disagree with the Companies' stated
reasons for changing principal accountants or that the general partners of SMCP
and the Board of Directors of SMFC participated in and approved the decision to
change independent accountants. Further, we are not in a position to agree or
disagree with the information contained in Item 4(b) entitled New Independent
Accountants.
Very truly yours,
/s/ KPMG Peat Marwick LLP
