<PAGE> 1
As filed with the Securities and Exchange Commission on May 27, 1999.
Registration No. 333-________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- -------------------------------------------------------------------------------
JCC HOLDING COMPANY
(Exact name of issuer as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 62-1650470
<S> <C>
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
512 SOUTH PETERS STREET
NEW ORLEANS, LOUISIANA 70130
(504) 533-6000
(Address, including zip code, and telephone number, of registrant's principal
executive offices)
JCC HOLDING COMPANY 1998 LONG-TERM INCENTIVE PLAN
JCC HOLDING COMPANY 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
<TABLE>
<S> <C>
L. CAMILLE FOWLER Copy to:
JCC HOLDING COMPANY
512 SOUTH PETERS STREET LAURA G. THATCHER
NEW ORLEANS, LOUISIANA 70130 ALSTON & BIRD LLP
(504) 533-6000 1201 WEST PEACHTREE STREET, N.W.
(Name, address, including zip code, and telephone number, ATLANTA, GEORGIA 30309-3424
including area code, of agent for service) (404) 881-7546
</TABLE>
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed Proposed
Title of Securities Amount to Maximum Maximum Amount of
to be Registered be Registered (1) Offering Price Aggregate Registration Fee
Per Share (2) Offering Price (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, $0.01 par 900,000 shares $7.53 $6,777,000.00 $1,884.01
value (3)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ------------------------------
(1) This registration statement covers 750,000 shares that may be issued upon
the grant or exercise of awards under the 1998 Long-Term Incentive Plan
and 150,000 shares that may be issued upon the exercise of stock options
granted under the 1999 Non-Employee Director Stock Option Plan (the
"Plans"). This registration statement also covers any additional shares
that may hereafter be granted as a result of the adjustment and
anti-dilution provisions of the Plans.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h).
(3) To be converted automatically on a one-for-one basis into shares of the
registrant's Unclassified Common Stock, $0.01 par value, on the Transition
Date (as defined in the registrant's Restated Certificate of
Incorporation).
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this registration statement will
be sent or given to participants in the Plans as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
registration statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Annual Report on Form 10-K of JCC Holding Company (the
"Company") for the fiscal year ended December 31, 1998.
(2) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1998.
(3) The description of Class A Common Stock contained in the Company's
registration statement filed under Section 12 of the Exchange Act, including all
amendments or reports filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.
Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the securities registered hereby has been passed upon
for the Company by Alston & Bird LLP, Atlanta, Georgia.
II-1
<PAGE> 3
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Company's Restated Certificate of Incorporation
provides, in detail, for the indemnification of and advance of expenses to
directors, officers, employees and agents of the Company under Section 145 of
the Delaware General Corporation Law ("DGCL"). Pursuant to such Article VI, the
Company is obligated to indemnify its officers and directors, and may indemnify
its employees and agents, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) if such person acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful; except that the Company is not obligated to indemnify any such person
who is a plaintiff with respect to such proceeding. In the case of actions
brought by or in the right of the Company, such indemnification is limited to
expenses (including attorneys' fees) and, unless otherwise ordered by a court,
no indemnification shall be made if the person was adjudged liable to the
Company in such derivative proceeding.
Unless ordered by a court and except as set forth below, any
indemnification under Article VI shall be made only as authorized in the
specific case upon a determination that the proposed indemnitee met the
applicable standard of conduct as set forth above. Such determination shall be
made (i) by the majority vote of the directors who were not parties to such
proceeding, even though less than a quorum, or (ii) by a committee of such
directors designated by majority vote of such directors, even though less than a
quorum, or (iii) if there are no such directors, or if such directors so direct,
by outside legal counsel in a written opinion, or (iv) by the stockholders. To
the extent, however, that a present or former director or officer of the Company
has been successful on the merits or otherwise in defense of any proceeding
described in Article VI, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith, without
the necessity of authorization in the specific case.
If a claim under Article VI is not paid in full by the Company within
30 calendar days after a written claim has been received by the Company, the
claimant may bring suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense of prosecuting such claim.
The right to indemnification under Article VI is a contract right and
includes the right to have the Company pay the expenses incurred in defending or
investigating a proceeding in advance of the final disposition of such
proceeding within 20 calendar days after receipt by the Company of a statement
or statements from the claimant requesting such advances from time to time;
provided, however, that, if and to the extent that the DGCL requires, the
advance of such expenses incurred by person in his or her capacity as a director
or officer shall be made only upon delivery to the Company of an undertaking, by
or on behalf of such person, to repay all amounts so advanced if it shall
ultimately be determined that such person is not entitled to be indemnified.
II-2
<PAGE> 4
Article VI of the Restated Certificate of Incorporation requires the
Company to purchase and maintain insurance on behalf of every person who is or
was a director or an officer on or prior to the Transition Date (as defined in
such Certificate), and permits the Company to purchase and maintain insurance on
behalf of any person who is or was a director or officer after the Transition
Date, or any person who at any time is or was an officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against and incurred by
such person in any such capacity, or arising out of his or her status as such,
whether or not the Company would have the power to indemnify such person against
such liabilities.
Article VI of the Restated Certificate of Incorporation of the Company
also eliminates the liability of a director of the Company to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the director's duty of loyalty to the Company
or its stockholders; (2) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (3) under Section
174 of the DGCL (which imposes liability on directors for unlawful payment of
dividends or unlawful stock purchase or redemption); or (4) for any transaction
from which the director derived an improper personal benefit. Such liability is
further eliminated to the full extent permitted by the DGCL, as hereafter
amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The exhibits listed in the Exhibit Index are included as part of this
registration statement.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement;
II-3
<PAGE> 5
(iii) To include any material information with
respect to the Plans of distribution not previously disclosed in the
registration statement or any material change to such information in
the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in this registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities being offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's articles of
incorporation, bylaws, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on May 13, 1999.
JCC HOLDING COMPANY
By: /s/ Frederick W. Burford
-------------------------------------
Frederick W. Burford
President
Know All Men By These Presents, that each person whose signature
appears below constitutes and appoints Frederick W. Burford and L. Camille
Fowler, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on the 13th day of May, 1999.
<TABLE>
<CAPTION>
Signature Capacity
<S> <C>
/s/ Frederick W. Burford President
Frederick W. Burford (principal executive officer)
</TABLE>
II-5
<PAGE> 7
<TABLE>
<S> <C>
/s/ COLIN V. REED Class B Director
Colin V. Reed
/s/ SETH E. LEMLER Class A Director
Seth E. Lemler
/s/ JOHN M. BOUSHY Class B Director
John M. Boushy
/s/ RUDY J. CERONE Class A Director
Rudy J. Cerone
/s/ EDDIE N. WILLIAMS Class B Director
Eddie N. Williams
/s/ EDWIN JACOBSON Class A Director
Edwin Jacobson
/s/ L. CAMILLE FOWLER Vice President - Finance, Treasurer and Secretary
L. Camille Fowler (principal financial and accounting officer)
</TABLE>
II-6
<PAGE> 8
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of JCC Holding
Company (previously filed and incorporated herein by
reference to Exhibit 3.02 to Pre-Effective Amendment No.
2 to the Company's Registration Statement on Form 10 -
File No. 1-12095).
4.2 Second Amended and Restated Bylaws of JCC Holding
Company (previously filed and incorporated herein by
reference to Exhibit 3.05 to Pre-Effective Amendment No.
2 to the Company's Registration Statement on Form 10 -
File No. 1-12095).
4.3 Amendment No. 1 to Second Amended and Restated Bylaws of
JCC Holding Company (previously filed and incorporated
herein by reference to Exhibit 3.03 to the Company's
Annual Report on Form 10-K for the year ended December
31, 1998 - File No. 1-12095).
5 Opinion of Counsel as to the legality of the securities
being registered.
23.1 Consent of Counsel (contained in the opinion filed as
Exhibit 5 hereof).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Arthur Andersen LLP.
24 Power of Attorney pursuant to which amendments to this
registration statement may be filed (included on the
signature page contained in Part II hereof).
</TABLE>
<PAGE> 1
Exhibit 5
Opinion of Counsel
<PAGE> 2
[Alston & Bird LLP Letterhead]
May 26, 1999
JCC Holding Company
512 South Peters Street
New Orleans, Louisiana 70130
Re: Form S-8 Registration Statement of JCC Holding Company --
JCC Holding Company 1998 Long-Term Incentive Plan
JCC Holding Company 1999 Non-Employee Director Stock Option Plan
Ladies and Gentlemen:
We have acted as counsel for JCC Holding Company, a Delaware
corporation (the "Company"), in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, and covering 900,000 shares of the Company's
Class A common stock, $0.01 par value ("Common Stock") that may be offered and
sold pursuant to the grant and exercise of awards under the JCC Holding Company
1998 Long-Term Incentive Plan and the JCC Holding Company 1999 Non-Employee
Director Stock Option Plan (the "Plans"). This Opinion Letter is rendered
pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of the
Company, certificates of public officials and such other documents as we have
deemed appropriate as a basis for the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued upon the grant and exercise of awards pursuant the
Plans have been duly authorized by all requisite action on the part of the
Company and, when issued in accordance with the terms and conditions of the
Plans, will be legally and validly issued, fully paid and nonassessable.
This Opinion Letter is provided to you for your benefit and for the
benefit of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without our prior written consent.
<PAGE> 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Laura G. Thatcher
--------------------------
Laura G. Thatcher
<PAGE> 1
Exhibit 23.2
Consent of Deloitte & Touche LLP
<PAGE> 2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
JCC Holding Company on Form S-8 of our report dated March 25, 1999, appearing in
the Annual Report on Form 10-K of JCC Holding Company for the period from
October 30, 1998 to December 31, 1998.
Deloitte & Touche LLP
Memphis, Tennessee
May 26, 1999
<PAGE> 1
Exhibit 23.3
Consent of Arthur Andersen LLP
<PAGE> 2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 25, 1999 with
respect to the consolidated financial statements of Harrah's Jazz Company and
Subsidiary included in JCC Holding Company's Form 10-K for the year ended
December 31, 1998.
Arthur Andersen LLP
New Orleans, Louisiana,
May 26, 1999
