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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 31, 2000
JCC HOLDING COMPANY
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-12095 62-1650470
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
One Canal Place
365 Canal Street, Suite 900
New Orleans, Louisiana, 70130
(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.
On August 31, 2000, we entered into the Amendment to Credit Agreement;
Modifications to Third Waiver and Related Documents; Amendment to Manager
Subordination Agreement; and Other Agreements Amongst the Parties. The terms of
this agreement provide for the following amendments and modifications to certain
of our existing agreements:
o The agreement (1) amends our credit agreement to, among other things,
change the earnings before interest, taxes, depreciation and amortization
("EBITDA") maintenance requirements with which we are required to comply through
the quarter ended December 31, 2000; (2) subject to certain limitations,
re-establishes our $25 million revolving line of credit, and; (3) grants
additional waivers to allow Harrah's Entertainment, Inc. and Harrah's Operating
Company to advance up to an additional $10 million (in addition to the $40
million previously advanced) under their minimum payment guaranty of the $100
million minimum annual payment that we are required to pay to the Louisiana
Gaming Control Board under our casino operating contract, subject to certain
limitations, including the requirement that we must first borrow all of the $25
million available under our revolving line of credit before we may draw
additional amounts under the minimum payment guaranty. Advances under the
minimum payment guaranty are secured by a first priority lien on substantially
all of our assets.
o The agreement amends our limited forbearance agreement with Harrah's
New Orleans Management Company and Harrah's Operating Company to permit us to
continue to forbear until April 1, 2001, the payment of certain amounts,
including amounts presently due and becoming due under the administrative
services agreement, reimbursable costs due under our management agreement and
the rent and certain additional charges with respect to certain equipment that
we lease from Harrah's Operating Company.
o Harrah's Operating Company, Inc. repurchased from our bank lenders
approximately $145.5 million of our present obligations to the bank lenders,
which it had previously guaranteed under the Guaranty and Loan Purchase
Agreement, and agreed to provide the funding for the balance of our $25 million
revolving line of credit as it is drawn from the banks.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
Exhibit No. Description
4.19 Amendment to Credit Agreement;
Modifications to Third Waiver and Related
Documents; Amendment to Manager
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Subordination Agreement; and other
agreements amongst the parties, dated as
of August 31, 2000, among Harrah's
Entertainment, Inc., Harrah's Operating
Company, Inc., Harrah's New Orleans
Management Company, JCC Holding Company,
Jazz Casino Company, L.L.C., various
lending institutions party to the Credit
Agreement referred to below 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: September 1, 2000
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit Description
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<S> <C>
4.19 Amendment to Credit Agreement; Modifications to
Third Waiver and Related Documents; Amendment to
Manager Subordination Agreement; and other
Agreements Amongst the Parties, dated as of August
31, 2000, among Harrah's Entertainment, Inc.,
Harrah's Operating Company, Inc., Harrah's New
Orleans Management Company, JCC Holding Company,
Jazz Casino Company, L.L.C., various lending
institutions party to the Credit Agreement referred
to below and Bankers Trust Company, as
Administrative Agent. All capitalized terms used
herein and not otherwise defined herein shall have
the respective meanings provided such terms in the
Credit Agreement referred below.
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