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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): August 18, 2000
JCC HOLDING COMPANY
(Exact Name of Registrant as Specified in Charter)
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DELAWARE 1-12095 62-1650470
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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One Canal Place
365 Canal Street, Suite 900
New Orleans, Louisiana, 70130
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(Address of Principal Executive Offices and Zip Code)
(504) 533-6000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
In our Quarterly Report on Form 10-Q for the quarter ended June 30,
2000 filed on August 14, 2000, we referred to our bank lenders' temporary waiver
of our failure to comply with certain Earnings Before Interest, Taxes,
Depreciation and Amortization ("EBITDA") maintenance requirements under our
credit agreement, which waiver was set to expire on August 21, 2000. Attached as
Exhibit 4.18 to this Current Report on Form 8-K is an additional temporary
waiver from our bank lenders dated August 18, 2000, which extends the previously
granted waiver period through August 31, 2000 at 6:00 p.m. (EDT) and raises the
funding limit under our revolving line of credit from $7 million to $8 million.
The additional waiver is intended to allow time to finalize and document a
general understanding with the bank lenders for an amendment to our credit
agreement, which will, among other things, contain revised EBITDA maintenance
requirements and re-establish our $25 million revolving line of credit. This
time also allows us to finalize and document a general understanding with
Harrah's New Orleans Management Company and Harrah's Operating Company,
regarding continued forbearance of amounts due under the administrative services
agreement and the reimbursable costs under the management agreement.
If our bank lenders do not finalize an agreement to revise the EBITDA
maintenance requirements under our credit agreement by August 31, 2000, we will
need to obtain an additional waiver of our failure to comply with the EBITDA
maintenance requirements. In addition, if our bank lenders do not re-establish
our $25 million revolver and New Orleans Management Company and Harrah's
Operating Company, do not forbear amounts due under the administrative services
and management agreements, we may not have sufficient working capital to meet
our obligations in the ordinary course of business. We cannot assure you that
our bank lenders will re-establish our $25 million revolver or that New Orleans
Management Company and Harrah's Operating Company will forbear amounts due under
the administrative services and management agreements. We also cannot assure you
that our bank lenders will change our EBITDA maintenance requirements, or, if
necessary, grant us an additional waiver of our failure to comply with the
EBITDA maintenance requirements. Either of such events could result in our
inability to borrow money under our revolving line of credit or an event of
default under our credit agreement. In addition, even if our bank lenders agree
to change our EBITDA maintenance requirements, due to our significant operating
expenses, we cannot assure you that we will be able to comply with any such new
requirements. Our credit agreement provides that in the event of default, our
lenders may pursue various remedies, including declaring the entire indebtedness
due and payable. If this were to occur, we would seek an agreement with the
lenders to forbear from exercising this remedy. However, we cannot assure you
that such an agreement could be reached outside of bankruptcy or what the final
terms of such an agreement would be. In addition, an event of default under the
credit agreement could trigger an event of default under other agreements to
which we are a party, including our casino operating contract, the indentures
governing our senior subordinated notes with contingent payments and our senior
subordinated contingent notes and the agreement pursuant to which Harrah's
Entertainment and Harrah's Operating Company have agreed to guarantee our $100
million payment to the Louisiana Gaming Control Board. An event of default under
any of these agreements could materially and adversely affect our business,
financial condition and results of operations by, among other things, resulting
in
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our closing the casino and/or causing the entire indebtedness under our notes
to become immediately due and payable.
This Current Report on Form 8-K includes forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including in particular the statements about the
consequences of our inability to obtain an agreement from our bank lenders to
adopt new EBITDA maintenance requirements or re-establish our $25 million line
of credit or an argument from Harrah's New Orleans Management Company and
Harrah's Operating Company to continue to forbear amendments under the
administrative services and management agreements. Although we believe that the
plans, objectives, expectations and prospects reflected in or suggested by such
forward-looking statements are reasonable, such statements involve uncertainties
and risks, and we cannot assure that such plans, objectives, expectations and
prospects will be achieved. Important factors that could cause actual results to
differ materially from the results anticipated by the forward-looking Statements
include our ability to reach agreement with our lenders, Harrah's New Orleans
Management Company and Harrah's Operating Company as well as other factors that
are set forth in our Annual Report on Form 10-K under the heading "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Factors Affecting Future Performance" and our other filings with the
Securities Exchange Commission. All written or oral forward-looking Statements
attributable to us are expressly qualified in their entirety by these cautionary
Statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
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Exhibit No. Description
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4.18 Waiver to Credit Agreement, dated August
18, 2000, by and among JCC Holding
Company, Jazz Casino Company, L.L.C.,
various lending institutions party to the
Credit Agreement and Bankers Trust
Company, as Administrative Agent
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SIGNATURES
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.
JCC HOLDING COMPANY
(REGISTRANT)
/s/ L. Camille Fowler
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L. Camille Fowler
Vice President - Finance, Secretary
and Treasurer
Date: August 22, 2000
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INDEX TO EXHIBITS
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Exhibit
Number Description
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4.18 Waiver to Credit Agreement, dated August 18, 2000,
by and among JCC Holding Company, Jazz Casino
Company, L.L.C., various lending institutions party
to the Credit Agreement and Bankers Trust Company,
as Administrative Agent
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