ISLE OF CAPRI BLACK HAWK LLC, 10-K405, 2000-07-25

ISLE OF CAPRI BLACK HAWK LLC
10-K405, 2000-07-25
MISCELLANEOUS AMUSEMENT & RECREATION

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE FISCAL YEAR ENDED APRIL 30, 2000

[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______________________ TO ______________________

Commission File Number 333-38093
---------

ISLE OF CAPRI BLACK HAWK, L.L.C. / ISLE OF CAPRI BLACK HAWK CAPITAL CORP.
-------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Colorado 84-1422931
------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

1641 Popps Ferry Road, Biloxi, Mississippi 39532
------------------------------------------ --------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (228) 396-7000

Securities Registered Pursuant to Section 12(b) Of the Act: None

Securities Registered Pursuant to Section 12(g) Of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No
--

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]

<S> <C>
PAGE
----

PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
------

ITEM 1. BUSINESS. . . . . . . . . . . . . . . . . . . . . . . 1

ITEM 2. PROPERTIES. . . . . . . . . . . . . . . . . . . . . . 7

ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . 7

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . 7

PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-------

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER'S MATTERS. . . . . . . . . . . . . 7

ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . 7

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . 8

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK. . . . . . . . . . . . . . . 11

ITEM 8. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS. . . . . . 12

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 26

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
--------

ITEM 10. DIRECTOR AND EXECUTIVE OFFICERS OF THE REGISTRANT. . 26

ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . 28

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT. . . . . . . . . . . . . . . . . . 30

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . 31

PART IV. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
--------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K . . . . . . . . . . . . . . . . . 32

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

</TABLE>
<PAGE>
PART I
------

ITEM 1. BUSINESS.

GENERAL

Isle of Capri Black Hawk L.L.C. ("Isle-Black Hawk") owns a casino in Black
Hawk, Colorado, approximately 40 miles west of Denver, which opened December 30,
1998 and the facility is managed by Isle of Capri Casinos, Inc. pursuant to a
long-term management agreement. We are owned by Casino America of Colorado,
Inc., a wholly-owned subsidiary of Isle of Capri Casinos, Inc. (traded under the
symbol "ISLE") and Blackhawk Gold, Ltd., a wholly-owned subsidiary of Nevada
Gold & Casinos, Inc. (traded under the symbol "UWIN") with Isle of Capri
Casinos, Inc. currently owning a 57% interest and Nevada Gold & Casinos, Inc.
currently owning a 43% interest.

We were organized in Colorado in April 1997, along with Isle of Capri Black
Hawk Capital Corp., our wholly-owned subsidiary that has no operations, as a
vehicle to raise capital for the construction and development of the casino. In
August 1997, we issued $75 million principal amount of First Mortgage Notes due
2004 with Contingent Interest. The proceeds were used to finance the
development of the casino. The casino is situated immediately adjacent to the
southeast corner of Mill and Main streets in Black Hawk, Colorado. The casino
is a 43,000 square-foot facility featuring 1,145 slot machines and 12 table
games.

The casino has a four-level, on-site parking garage, with approximately
1,100 covered parking spaces, directly accessible by elevator to the casino.
The casino offers customers a wide variety of non-gaming amenities, including a
52-seat Farraddays' (TM) restaurant, a 254-seat Calypso's (R) buffet, a 36-seat
Tradewinds (R) deli, a Banana Cabana souvenir gift shop and a 4,000 square-foot
event center that can be used for meetings and entertainment.

There are less than 200 hotel rooms in the Black Hawk/Central City market.
We commenced construction of an on-site 237-room hotel in July 1999 and expect
it to be completed by August 2000. The hotel is being funded through operating
cash flows and loans from Isle of Capri Casinos, Inc.

COMPETITION

We believe that the primary competitive factors in the Black Hawk market
(comprised of the cities of Black Hawk and Central City) are location,
availability and convenience of parking, number of slot machines and table
games, types and pricing of amenities, name recognition, customer service and
overall atmosphere. Although we believe that the Black Hawk market is primarily
characterized by numerous small, privately held gaming facilities, we consider
our main competition to be the larger gaming facilities located in Black Hawk
and Central City, and particularly those with considerable on-site parking and
established brand names and reputations in the local market. The largest
casinos in the Black Hawk market in terms of number of gaming positions are
Harvey's Wagon Wheel Casino Hotel, Colorado Central Station, Bullwhackers Black
Hawk, Canyon Casino (formerly operated by Harrah's), Fitzgeralds Black Hawk,
Gilpin Hotel Casino, the Lodge Casino, Mardi Gras Casino and Riviera Casino.
Each of these casinos offers on-site parking.

We believe that our primary competition will be from casinos located in
immediate proximity to our casino. Colorado Central Station, a well-established
casino, is located across the intersection of Mill Street and Main Street.
Colorado Central Station has approximately 700 slot machines, approximately 20
table games, amenities such as a food court and a bar and among the most parking
spaces of any gaming facility in the city of Black Hawk with approximately 690
valet parking spaces. In June 1998, the Lodge opened a facility which has
approximately 800 slot machines, 22 table games, underground parking
accommodating approximately 500 vehicles, and 50 hotel rooms. This facility is
located approximately 0.3 miles from our casino. In February 2000, Riviera
Casino opened across the street from the Isle-Black Hawk. Riviera has over
1,000 slot machines and 12 table games. In March 2000, Mardi Gras Casino opened
and features over 600 slot machines and 690 valet and self parking spaces.
Plans for two new casinos have been announced and construction on one such
facility has commenced.

<PAGE>

The casinos in Cripple Creek (located a driving distance of 110 miles to
the south of the Black Hawk market and 45 miles west of Colorado Springs), and
the Native American casinos located in the southwestern corner of the state,
constitute the only other casino gaming venues in the state of Colorado. We
believe that Cripple Creek also provides limited competition to the Black Hawk
market. Isle-Black Hawk also competes with other forms of gaming including
lottery gaming and horse and dog racing, among others, and competes for
entertainment dollars generally with other forms of entertainment. The
information contained in this discussion of competition was derived from
publicly available data, except where stated otherwise. While we regard these
sources as reasonably reliable, no assurances can be made regarding the accuracy
of such information.

RECENT DEVELOPMENTS

A division of the Black Hawk Improvement District issued $2.9 million of
municipal bonds to pay for approximately $2.4 million of municipal improvements
which we, along with Riviera Casino, agreed to make for the City of Black Hawk
as part of our development plan. As of the end of December 1999, $0.7 million
of these bonds were redeemed. Funds to repay these bonds over a ten-year period
will be obtained by the District through a special assessment to be levied
equally against our property and the property owned by Riviera. As of April 30,
2000 and July 14, 2000, we have drawn $1.3 million against these funds. As of
April 30, 2000 and July 14, 2000, Riviera Casino has drawn $0.1 million and $0.3
million, respectively, against these funds.

In July 1999, we began construction of a hotel which will contain 237 rooms
above our parking garage. The budget for the hotel is approximately $29.0
million and we estimate that construction will be completed in August 2000. The
construction of the hotel will be funded through operating cash flows and loans
from Isle of Capri Casinos, Inc.

EMPLOYEES

As of April 30, 2000, we employed approximately 650 people. None of our
employees are subject to a collective bargaining agreement. We believe that our
relationship with our employees is satisfactory.

REGULATORY MATTERS

The State of Colorado created the Division of Gaming (the ''Division'')
within the Department of Revenue to license, implement, regulate and supervise
the conduct of limited gaming under the Colorado Limited Gaming Act. The
Director of the Division, under the supervision of a five-member Colorado
Limited Gaming Control Commission (the ''Colorado Commission''), has been
granted broad power to ensure compliance with the Colorado gaming regulations
(the ''Colorado Regulations''). The Director may inspect, without notice,
impound or remove any gaming device. He may examine and copy any licensee's
records, may investigate the background and conduct of licensees and their
employees, and may bring disciplinary actions against licensees and their
employees. He may also conduct detailed background investigations of persons who
loan money to Isle of Capri or its Colorado gaming subsidiaries.

The Colorado Commission is empowered to issue five types of gaming and
gaming-related licenses, and has delegated authority to the Director to issue
certain types of licenses and approve certain changes in ownership. The licenses
are revocable and non-transferable. The failure or inability of Isle of Capri or
any of its Colorado gaming subsidiaries to maintain necessary gaming licenses
will have a material adverse effect on the operating results of Isle of Capri.
All persons employed by Isle of Capri and its Colorado gaming subsidiaries and
involved, directly or indirectly, in gaming operations in Colorado also are
required to obtain a Colorado gaming license. All licenses must be renewed
annually, except those for key and support employees, which must be renewed
every two years.

As a general rule, under the Colorado Regulations, it is a criminal
violation for any person to have an "ownership interest" or right to receive
profits, in more than three retail gaming licenses in Colorado. The Colorado
Commission has ruled that a person does not have an ownership interest in a
retail licensee for purposes of the multiple license prohibition if:
<PAGE>

- such person has less than a five percent (5%) ownership
interest in an institutional investor which has an interest
in a publicly traded licensee or publicly traded company
affiliated with a licensee (such as Isle of Capri);

- a person has a five percent (5%) or more ownership interest
in an institutional investor, but the institutional investor
has less than a five percent (5%) ownership interest in a
publicly traded licensee or publicly traded company affiliated
with a licensee;

- an institutional investor has less than a five percent (5%)
ownership interest in a publicly traded licensee or publicly
traded company affiliated with a licensee;

- an institutional investor possesses voting securities in a
fiduciary capacity for another person, and does not exercise
voting control over five percent (5%) or more of the
outstanding voting securities of a publicly traded licensee
or of a publicly traded company affiliated with a licensee;

- a registered broker or dealer retains possession of voting
securities of a publicly traded licensee or of a publicly
traded company affiliated with a licensee for its customers
in street name or otherwise, and exercises voting rights for
less than five percent (5%) of the publicly traded licensee's
voting securities or of a publicly traded company affiliated
with a licensee;

- a registered broker or dealer acts as a market maker for the
stock of a publicly traded licensee or of a publicly traded
company affiliated with a licensee and possesses a voting
interest in less than five percent (5%) of the stock of the
publicly traded licensee or of a publicly traded company
affiliated with a licensee;

- an underwriter is holding securities of a publicly traded
licensee or of a publicly traded company affiliated with a
licensee as part of an underwriting for no more than 90 days
if it exercises voting rights of less than five percent (5%)
of the outstanding voting securities of a publicly traded
licensee or of a publicly traded company affiliated with a
licensee;

- a stock clearinghouse holds voting securities for third
parties, if it exercises voting rights with respect to less
than five percent (5%) of the outstanding voting securities
of a publicly traded licensee or of a publicly traded company
affiliated with a licensee; or

- a person owns less than five percent (5%) of the voting
securities of the publicly traded licensee or publicly traded
company affiliated with a licensee.

Hence, Isle of Capri's and its stockholders' business opportunities in Colorado
are limited to such interests that comply with the statute and the Colorado
Commission's rule.

In addition, pursuant to the Colorado Regulations, no manufacturer or
distributor of slot machines or associated equipment may, without notification
being provided within ten days, knowingly have an interest in any casino
operator, allow any of its officers or any other person with a substantial
interest in such business to have such an interest, employ any person if such
person is employed by a casino operator, or allow any casino operator or person
with a substantial interest therein to have an interest in a manufacturer's or
distributor's business. The Colorado Commission has ruled that a person does not
have a ''substantial interest'' if such person's sole ownership interest in such
licensee is through the ownership less than five percent (5%) of such voting
securities of a publicly traded licensee or publicly traded affiliated company
of a licensee.

In other contexts, counsel for the Division has informed counsel for Isle
of Capri that, for purposes of the three-license rule described above, the
Division has taken the position that only a person deemed to have ''beneficial
ownership'' (as defined in the rules and regulations of the U.S. Securities and
Exchange Commission under Section 13(d) of the U.S. Securities Exchange Act of
1934) of shares of the publicly traded holding company (or licensee) will be
deemed to have an ''ownership interest'' under the horizontal rule. However, the
Division has not passed on this issue with respect to Isle of Capri, and neither
the Colorado Commission nor the Colorado legislature has addressed this issue.
As a result, there is no assurance that the Division, the Colorado Commission or
the Colorado legislature will not apply a more restrictive interpretation in
this instance.
<PAGE>

Under the Colorado Regulations, any person or entity having any direct or
indirect interest in a gaming licensee or an applicant for a gaming license,
including, without limitation, Isle of Capri and its stockholders, may be
required to supply the Colorado Commission with substantial information,
including background information, source of funding information, a sworn
statement that such person or entity is not holding his interest for any other
party, and fingerprints. Such information, investigation and licensing as an
''associated person'' automatically will be required of all persons (other than
certain institutional investors discussed below) which directly or indirectly
own ten percent (10%) or more of a direct or indirect legal, beneficial or
voting interest in Black Hawk LLC, through their ownership in Isle of Capri.
Such persons must report their interest within ten (10) days and file
appropriate applications within 45 days after acquiring such interest.

Persons directly or indirectly having a five percent (5%) or more interest
(but less than 10%) in Black Hawk LLC, through their ownership in Isle of Capri,
must report their interest to the Colorado Commission within ten (10) days after
acquiring such interest and may be required to provide additional information
and to be found suitable. If certain institutional investors provide certain
information to the Colorado Commission, such investors, at the Colorado
Commission's discretion, may be permitted to own up to 14.99% of Black Hawk LLC,
through their ownership in Isle of Capri, before being required to be found
suitable. All licensing and investigation fees will have to be paid by the
person in question. The associated person investigation fee currently is $51 per
hour.

The Colorado Commission also has the right to request information from any
person directly or indirectly interested in, or employed by, a licensee, and to
investigate the moral character, honesty, integrity, prior activities, criminal
record, reputation, habits and associations of (1) all persons licensed pursuant
to the Colorado Limited Gaming Act; (2) all officers, directors and stockholders
of a licensed privately held corporation; (3) all officers, directors and
stockholders holding either a five percent (5%) or greater interest or a
controlling interest in a licensed publicly traded corporation; (4) all general
partners and all limited partners of a licensed partnership; (5) all persons
which have a relationship similar to that of an officer, director or stockholder
of a corporation (such as members and managers of a limited liability company);
(6) all persons supplying financing or loaning money to any licensee connected
with the establishment or operation of limited gaming and (7) all persons having
a contract, lease or ongoing financial or business arrangement with any
licensee, where such contract, lease or arrangement relates to limited gaming
operations, equipment, devices or premises.

In addition, under the Colorado Regulations, every person who is a party to
a ''gaming contract'' of lease with an applicant for a license, or with a
licensee, upon the request of the Colorado Commission or the Director, must
promptly provide to the Colorado Commission or Director all information which
may be requested concerning financial history, financial holdings, real and
personal property ownership, interests in other companies, criminal history,
personal history and associations, character, reputation in the community and
all other information which might be relevant to a determination whether a
person would be suitable to be licensed by the Colorado Commission. Failure to
provide all information requested constitutes sufficient grounds for the
Director or the Colorado Commission to require a licensee or applicant to
terminate its ''gaming contract'' (as defined below) or lease with any person
who failed to provide the information requested. In addition, the Director or
the Colorado Commission may require changes in ''gaming contracts'' before an
application is approved or participation in the contract is allowed. A ''gaming
contract'' is defined as an agreement in which a person does business with or on
the premises of a licensed entity.

The Colorado Commission and the Division have interpreted the statute and
regulations to permit the Colorado Commission to investigate and license any
lenders to Isle of Capri or its Colorado gaming subsidiaries. In any event, such
lenders may not be able to exercise certain of their rights and remedies without
prior approval of the Colorado gaming authorities.

An application for licensure or suitability may be denied for any cause
deemed reasonable by the Colorado Commission or the Director, as appropriate.
Specifically, the Colorado Commission and the Director must deny a license to
any applicant who, among other things, (1) fails to prove by clear and
convincing evidence that the applicant is qualified; (2) fails to provide
information and documentation requested; (3) fails to reveal any fact material
to qualification, or supplies information which is untrue or misleading as to a
material fact pertaining to qualification; (4) has been, or is any director,
officer, general partner, stockholder, limited partner or other person who has a
financial or equity interest in the applicant who has been convicted of certain
crimes, including the service of a sentence upon conviction of a felony in a
correctional facility, city or county jail, or community correctional facility
or under the state board of parole or any probation department within ten years
prior to the date of the application, gambling-related offenses, theft by
deception or crimes involving fraud or misrepresentation, is under current
prosecution for such crimes (during the pendency of which license determination
may be deferred), is a career offender or a member or associate of a career
offender cartel, or is a professional gambler or (5) has refused to cooperate
with any state or federal body investigating organized crime, official
corruption or gaming offenses.
<PAGE>

If the Colorado Commission determines that a person or entity is unsuitable
to own interests in Isle of Capri, then Isle of Capri and any of its Colorado
gaming subsidiaries may be sanctioned, which may include the loss by Isle of
Capri and its Colorado gaming subsidiaries of their respective approvals and
licenses.

The Colorado Commission does not need to approve in advance a public
offering of securities but rather requires a filing of notice and additional
documents with regard to such public offering prior to such public offering.
Under the regulations, the Colorado Commission may, in its discretion, require
additional information and prior approval of such public offering.

In addition, the Colorado Regulations prohibit a licensee or affiliated
company thereof, such as Isle of Capri, from paying dividends, interest or other
remuneration to any unsuitable person, or recognizing the exercise of any voting
rights by any unsuitable person. Further, Isle of Capri may repurchase the
shares of anyone found unsuitable at the lesser of the cash equivalent to the
original investment in Isle of Capri or the current market price. The Colorado
Regulations also require anyone with a material involvement with a licensee,
including a director or officer of a holding company such as Isle of Capri, to
file for a finding of suitability if required by the Colorado Commission.

Because of their authority to deny an application for a license or
suitability, the Colorado Commission and Director effectively can disapprove a
change in corporate position of a licensee and with respect to any entity which
is required to be found suitable, or to indirectly cause the Isle of Capri and
its Colorado gaming subsidiaries and other entities required to be found
suitable to suspend or dismiss managers, officers, directors and other key
employees or sever relationships with other persons who refuse to file
appropriate applications or whom the authorities find unsuitable to act in such
capacities.

The sale, lease, purchase, conveyance or acquisition of a controlling
interest in Isle of Capri is subject to the approval of the Colorado Commission.
Under certain circumstances, Isle of Capri may not sell any interest in its
Colorado gaming subsidiaries without the prior approval of the Colorado
Commission.

The Isle-Black Hawk must meet certain architectural requirements, fire
safety standards and standards for access for disabled persons. The Isle-Black
Hawk also must not exceed certain gaming square footage limits as a total of
each floor and the full building. The casino at the Isle-Black Hawk may operate
only between 8:00 a.m. and 2:00 a.m. and may permit only individuals 21 years or
older to gamble in the casino. It may permit only slot machines, blackjack and
poker, with a maximum single bet of $5.00. The Isle-Black Hawk may not provide
credit to its gaming patrons.

The Colorado Regulations permit gaming only in a limited number of cities
and certain commercial districts.

The Colorado Constitution permits a gaming tax of up to 40% on adjusted
gross gaming proceeds, and authorizes the Colorado Commission to change the rate
annually. The current gaming tax rate is .25% on adjusted gross gaming proceeds
of up to and including $2 million, 2% over $2 million up to and including $4
million, 4% over $4 million up to and including $5 million, 11% over $5 million
up to and including $15 million, 16% over $10 million up to and including $15
million and 20% on adjusted gross gaming proceeds in excess of $10 million.
Black Hawk has imposed an annual device fee of $750 per gaming device and may
revise the same from time to time. The Colorado Commission may revise the gaming
tax or device fee at any time, but has been considering such provisions only
annually.
<PAGE>

The sale of alcoholic beverages is subject to licensing, control and
regulation by the Colorado Liquor Agencies. All persons who directly or
indirectly own 10% or more of Black Hawk LLC, through their ownership of Isle of
Capri, must file applications and possibly be investigated by the Colorado
Liquor Agencies. The Colorado Liquor Agencies also may investigate those persons
who, directly or indirectly, loan money to or have any financial interest in
liquor licensees. All licenses are revocable and not transferable. The Colorado
Liquor Agencies have the full power to limit, condition, suspend or revoke any
such license and any such disciplinary action could (and revocation would) have
a material adverse effect upon the operating results of Isle of Capri. The
Isle-Black Hawk holds a retail gaming tavern license. Accordingly, a person with
an interest in Black Hawk LLC may not have an interest in a hotel and restaurant
license.

<PAGE>
ITEM 2. PROPERTIES.

The property upon which the casino is located consists of approximately 9.4
acres that we own located at the southeast corner of Mill and Main streets in
Black Hawk, Colorado.

On January 2, 1998, a subsidiary of Isle of Capri Casinos, Inc. acquired
approximately 0.7 acres of property contiguous to our property in order to
expand the entrance and signage of the casino. On January 2, 1998, we entered
into a lease agreement with this subsidiary for their property. The lease
payment consisted of $102,000 paid upon the inception of the lease and $17,000
per month, commencing July 15, 1998, and continuing until December 31, 2002.
The term of the lease was through December 31, 2002, and thereafter on a year to
year basis. During the term of the lease, we had the right to purchase the
property for $1,500,000 plus all interest and out-of-pocket costs incurred in
connection with the purchase and ownership of the land, less any payments made
by us, as lessee. On January 7, 2000, we purchased this property.

ITEM 3. LEGAL PROCEEDINGS.

We are not party to any material litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

PART II
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER'S
MATTERS.

None.

ITEM 6. SELECTED FINANCIAL DATA.

The following selected historical financial information has been derived
from the consolidated financial statements of the Company and should be read in
conjunction with the consolidated financial statements and notes thereto, and
Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Form 10-K.

<S> <C> <C> <C>
April 25, 1997
Fiscal Year Ended (date of inception)
------------------- through
April 30, 2000 April 25, 1999 April 26, 1998
------------------- ---------------- --------------------
(In thousands)
INCOME STATEMENT DATA
Revenue . . . . . . . . . . . . . . . . . $ 93,185 $ 22,046 $ -
Operating income. . . . . . . . . . . . . 19,359 21 -
Net income (loss) . . . . . . . . . . . . 8,605 (5,186) (2,032)

BALANCE SHEET DATA
Total assets. . . . . . . . . . . . . . . $ 109,892 $ 98,263 $ 95,877
Long-term debt including current portion. 75,768 76,522 75,000
Members' equity . . . . . . . . . . . . . 16,392 7,787 12,973
</TABLE>

<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with, and is
qualified in its entirety by, Isle-Black Hawk's financial statements, including
the notes thereto, and other financial information included elsewhere in this
report.

The following discussion includes "forward-looking statements" within the
meaning of section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. In particular,
statements concerning the effects of increased competition in the Black Hawk
market, the effects of regulatory and legislative matters, Isle-Black Hawk's
plans to make capital investments at its facility, including, without
limitation, the development of its hotel facility, are forward-looking
statements. Although Isle-Black Hawk believes that the expectations are
reasonable, there can be no assurance that such expectations are reasonable or
that they will be correct. Actual results may vary materially from those
expected. Important factors that could cause actual results to differ with
respect to Isle-Black Hawk's planned capital expenditures principally include a
lack of available capital resources, construction and development risks such as
shortages of materials and labor and unforeseen delays resulting from a failure
to obtain necessary approvals.

GENERAL

Isle-Black Hawk was organized on April 25, 1997 and from that time, until
the opening of the casino on December 30, 1998, Isle-Black Hawk's activities
were limited to the design, construction and opening of the casino. Isle-Black
Hawk includes a 43,000 square-foot gaming facility on a single floor with
approximately 1,145 slot machines, 12 table games, on-site covered parking for
1,100 vehicles and various other amenities. Isle-Black Hawk's results of
operations for the fiscal year ended April 25, 1999 include four fiscal months
of gaming operations. There is a lack of comparable information between fiscal
years 2000, 1999 and 1998 because Isle-Black Hawk was in the development stage
during all of fiscal 1998 and did not have any historical operating results
other than interest expense on Isle-Black Hawk's outstanding indebtedness,
interest income on Isle-Black Hawk's restricted cash, the receipt of certain
capital contributions and the capitalization of certain costs until it commenced
operations on December 30, 1999, during the third quarter of fiscal 1999. Due
to the lack of comparability the following discussion focuses on Isle-Black
Hawk's gaming operations during the fiscal year ended April 30, 2000 and the
fiscal year ended April 25, 1999 separately.

Isle of Capri Black Hawk Capital Corp. is a wholly owned subsidiary of
Isle-Black Hawk and was incorporated for the sole purpose of serving as
co-issuer of the First Mortgage Notes. Isle of Capri Black Hawk Capital Corp.
has not and will not have any operations or material assets or revenues.

Isle-Black Hawk believes that its historical results of operations may not
be indicative of its future results of operations because of its limited
operating history and due to the substantial present and expected future
increase in competition for gaming customers in its market, as new casinos open
and existing casinos add to or enhance their facilities.

RESULTS OF OPERATIONS

Fiscal Year Ended April 30, 2000

Total revenue for the fiscal year ended April 30, 2000 was $93.2 million,
which included $88.6 million of casino revenue and $4.6 million of food,
beverage and other revenue. Revenue does not reflect the retail value of any
complimentaries.

Casino operating expenses for the fiscal year ended April 30, 2000 totaled
$12.6 million, or 14.2% of casino revenue. These expenses are primarily
comprised of salaries, wages and benefits and other operating expenses of the
casino.

State and local gaming taxes paid in Colorado totaled $17.3 million, or
19.6% of casino revenue, for the fiscal year ended April 30, 2000, which is at a
rate consistent with Colorado's gaming tax rate for the applicable fiscal year.

Food, beverage and other expenses totaled $3.4 million for the fiscal year
ended April 30, 2000. These expenses consist primarily of the cost of goods
sold, salaries, wages and benefits and operating expenses of these departments.
Food and beverage operating expenses as a percentage of food, beverage and other
revenues were 72.6% for the fiscal year ended April 30, 2000.

Facilities expenses totaled $3.4 million, or 3.6% of total revenue, for the
fiscal year ended April 30, 2000. These expenses include salaries, wages and
benefits, operating expenses of insurance, housekeeping and general maintenance
of the facilities.
<PAGE>

Marketing and administrative expenses totaled $31.2 million, or 33.5% of
total revenue, for the fiscal year ended April 30, 2000. Marketing expenses
include salaries, wages and benefits of the marketing and sales departments, as
well as promotions, advertising, special events and entertainment.
Administrative expenses include administration and human resource department
expenses, rent, professional fees and property taxes.

Management fees totaled $3.7 million, or 4.0% of total revenue, for the
fiscal year ended April 30, 2000. Management fees reflect fees paid to Isle of
Capri Casinos, Inc. for management services rendered to Isle-Black Hawk.

Depreciation and amortization expense was $2.1 million for the fiscal year
ended April 30, 2000. These expenses relate to property and equipment.

Interest expense was $10.8 million for the fiscal year ended April 30,
2000, net of capitalized interest of $1.1 million and interest income of $0.4
million. Interest expense primarily relates to indebtedness incurred in
connection with the acquisition of property, equipment and leasehold
improvements.

Fiscal Year Ended April 25, 1999

Total revenue for the fiscal year ended April 25, 1999 was $22.0 million,
which included $20.7 million of casino revenue and $1.3 million of food,
beverage and other revenue. Revenue does not reflect the retail value of any
complimentaries.

Casino operating expenses for the fiscal year ended April 25, 1999 totaled
$2.9 million, or 14.0% of casino revenue. These expenses are primarily
comprised of salaries, wages and benefits and other operating expenses of the
casino.

State and local gaming taxes paid in Colorado totaled $3.9 million, or
19.0% of casino revenue, for the fiscal year ended April 25, 1999, which is at a
rate consistent with Colorado's gaming tax rate for the applicable fiscal year.

Food, beverage and other expenses totaled $1.1 million for the fiscal year
ended April 25, 1999. These expenses consist primarily of the cost of goods
sold, salaries, wages and benefits and operating expenses of these departments.
Food and beverage operating expenses as a percentage of food, beverage and other
revenues were 81.1% for the fiscal year ended April 25, 1999.

Facilities expenses totaled $1.1 million, or 4.9% of total revenue, for the
fiscal year ended April 25, 1999. These expenses include salaries, wages and
benefits, operating expenses of insurance, housekeeping and general maintenance
of the facilities.

Marketing and administrative expenses totaled $8.0 million, or 36.0% of
total revenue, for the fiscal year ended April 25, 1999. Marketing expenses
include salaries, wages and benefits of the marketing and sales departments, as
well as promotions, advertising, special events and entertainment.
Administrative expenses include administration and human resource department
expenses, rent, professional fees and property taxes.

Preopening expenses of $3.3 million for the fiscal year ended April 25,
1999 represent salaries, benefits, training, marketing and other
noncapitalizable costs, which were expensed in connection with the opening of
the Isle-Black Hawk.

Management fees totaled $0.8 million, or 3.5% of total revenue, for the
fiscal year ended April 25, 1999. Management fees reflect fees paid to Isle of
Capri Casinos, Inc. for management services rendered to Isle-Black Hawk.

Depreciation and amortization expense was $1.0 million for the fiscal year
ended April 25, 1999. These expenses relate to property and equipment.

Interest expense was $5.2 million for the fiscal year ended April 25, 1999,
net of capitalized interest of $4.8 million and interest income of $.8 million.
Interest expense primarily relates to indebtedness incurred in connection with
the acquisition of property, equipment and leasehold improvements.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2000, Isle-Black Hawk had cash and cash equivalents of $6.5
million, compared to $10.9 million at April 25, 1999. The decrease in cash is
primarily a result of cash used for the development of a new 237 room hotel
offset by cash flow from operations. During the fiscal year ended April 30,
2000, Isle-Black Hawk's operating activities provided $13.8 million of cash.

Isle-Black Hawk invested $19.4 million in property and equipment during the
fiscal year ended April 30, 2000, primarily for the development of a new 237
room hotel.
<PAGE>

Isle-Black Hawk anticipates that a significant portion of its principal
near-term capital requirements will relate to the completion of its hotel
containing 237 rooms for approximately $29.0 million, including a contract for
new construction costs of approximately $20.0 million that was signed in October
1999. Construction work on the hotel began in July 1999 and is scheduled to be
completed by August 2000. Isle of Capri Casinos, Inc. is assisting Isle-Black
Hawk by financing the development of this hotel and plans to loan $5.0 million
with interest payable in cash, of which $3.3 million had been funded as of April
30, 2000, and up to another $5.0 million with interest payable in kind (by
issuance of additional notes). Additionally, Isle of Capri Casinos, Inc. has
agreed to contribute up to $10.0 million in additional equity to supplement
funds generated from Isle-Black Hawk operations to complete the hotel, if
necessary. Nevada Gold & Casinos, Inc. may participate in making a loan or
contributing equity.

Isle-Black Hawk anticipates that approximately $9.6 million of capital
expenditures will be necessary to complete the hotel during fiscal 2001 and
additional capital improvements approximating $1.8 million will be made during
fiscal 2001 to maintain its existing facility and remain competitive in its
market. Isle-Black Hawk expects that available cash and cash from future
operations, as well as borrowings from Isle of Capri Casinos, Inc. and the
contributions from Isle of Capri Casinos, Inc. and Nevada Gold & Casinos, Inc.,
will be adequate to fund future expansion, planned capital expenditures, service
debt and meet working capital requirements. There is no assurance that
Isle-Black Hawk will have the capital resources to make all of the expenditures
described above or that planned capital investments will be sufficient to allow
it to remain competitive in its existing market. The indenture restricts, among
other things, Isle-Black Hawk's ability to borrow money, make capital
expenditures, use assets as security in other transactions, make restricted
payments or restricted investments, incur contingent obligations, sell assets
and enter into leases and transactions with affiliates. In addition, Isle-Black
Hawk is required to make significant interest payments semi-annually on its
First Mortgage Notes, which will include additional contingent interest.

Isle-Black Hawk is highly leveraged and may be unable to obtain additional
debt or equity financing on acceptable terms. As a result, limitations on
Isle-Black Hawk's capital resources could delay or cause the abandonment of
certain plans for capital improvements.

<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Isle-Black Hawk does not have any material exposure to market risk (or the
risk of loss arising from adverse changes in market rates and prices, such as
interest rates, foreign currency exchange rates and commodity prices). As of
April 30, 2000, Isle-Black Hawk did not have any interest rate derivative
instruments.

<PAGE>
ITEM 8. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS.

<S> <C>

PAGE
----
ISLE OF CAPRI BLACK HAWK L.L.C.

Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Consolidated Balance Sheets, April 30, 2000 and April 25, 1999. . . . . . . . . . . . . . . . . . . . . . . . 14
Consolidated Statements of Operations, Fiscal Years ended April 30, 2000, April 25, 1999 and Period from
April 25, 1997 (date of inception) through April 26, 1998 . . . . . . . . . . . . . . . . . . . . . . . . 15
Consolidated Statements of Members' Equity, Fiscal Years ended April 30, 2000, April 25, 1999 and Period from
April 25, 1997 (date of inception) through April 26, 1998 . . . . . . . . . . . . . . . . . . . . . . . . 16
Consolidated Statements of Cash Flows, Fiscal Years ended April 30, 2000, April 25, 1999 and Period from
April 25, 1997 (date of inception) through April 26, 1998 . . . . . . . . . . . . . . . . . . . . . . . . . 17
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

</TABLE>

<PAGE>
REPORT OF INDEPENDENT AUDITORS

To the Members
Isle of Capri Black Hawk L.L.C.

We have audited the accompanying consolidated balance sheets of Isle of
Capri Black Hawk L.L.C. as of April 30, 2000 and April 25, 1999, and the related
consolidated statements of operations, members' equity and cash flows for the
years ended April 30, 2000 and April 25, 1999 and the period from April 25, 1997
(date of inception) through April 26, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Isle of Capri
Black Hawk L.L.C. at April 30, 2000 and April 25, 1999, and the consolidated
results of their operations and their cash flows for the years ended April 30,
2000 and April 25, 1999 and the period from April 25, 1997 (date of inception)
through April 26, 1998 in conformity with accounting principles generally
accepted in the United States.

ERNST & YOUNG LLP

New Orleans, Louisiana
June 15, 2000

<PAGE>

ISLE OF CAPRI BLACK HAWK L.L.C.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

<S> <C> <C>
ASSETS
------ April 30, April 25,
2000 1999
---------- ----------

Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . $ 6,513 $ 10,917
Accounts receivable:
Related parties. . . . . . . . . . . . . . . . . . . 4 -
Other. . . . . . . . . . . . . . . . . . . . . . . . 198 310
Prepaid expenses and other assets.. . . . . . . . . . . . 898 511
---------- ----------
Total current assets. . . . . . . . . . . . . . 7,613 11,738
Property and equipment - net.. . . . . . . . . . . . . . . . . 98,711 80,377
Other assets:
Deferred financing costs, net of accumulated amortization
of $1,865 and $1,178, respectively.. . . . . . . . . 2,984 3,671
Restricted cash . . . . . . . . . . . . . . . . . . . . . - 2,017
Prepaid deposits and other. . . . . . . . . . . . . . . . 584 460
---------- ----------
Total assets. . . . . . . . . . . . . . . . . . $ 109,892 $ 98,263
========== ==========

LIABILITIES AND MEMBERS' EQUITY
-------------------------------

Current liabilities:
Current maturities of long-term debt. . . . . . . . . . . $ 768 $ 754
Accounts payable:
Trade. . . . . . . . . . . . . . . . . . . . . . . . 1,685 2,528
Related parties. . . . . . . . . . . . . . . . . . . 4,731 5,289
Accrued liabilities:
Interest . . . . . . . . . . . . . . . . . . . . . . 1,970 1,707
Construction payable . . . . . . . . . . . . . . . . 1,096 24
Payroll and related. . . . . . . . . . . . . . . . . 3,365 1,434
Property and other taxes . . . . . . . . . . . . . . 1,919 1,360
Progressive jackpots and slot club awards. . . . . . 1,964 1,412
Other. . . . . . . . . . . . . . . . . . . . . . . . 1,002 200
---------- ----------
Total current liabilities.. . . . . . . . . . . 18,500 14,708
Long-term debt, less current maturities. . . . . . . . . . . . 75,000 75,768

Members' equity:
Casino America of Colorado, Inc . . . . . . . . . . . . . 8,550 3,645
Blackhawk Gold, Ltd.. . . . . . . . . . . . . . . . . . . 7,842 4,142
---------- ----------
Total members' equity.. . . . . . . . . . . . . 16,392 7,787
---------- ----------
Total liabilities and members' equity . . . . . $ 109,892 $ 98,263
========== ==========
</TABLE>
See notes to consolidated financial statements.

<PAGE>

ISLE OF CAPRI BLACK HAWK L.L.C.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

<S> <C> <C> <C>
Period from
April 25, 1997
Fiscal Year Ended (date of inception)
----------------- through
April 30, 2000 April 25, 1999 April 26, 1998
------------------- ---------------- --------------------
Revenue:
Casino . . . . . . . . . . . . $ 88,548 $ 20,679 $ -
Food, beverage and other . . . 4,637 1,367 -
------------------- ---------------- --------------------
Total revenue . . . . . . 93,185 22,046 -
Operating expenses:
Casino . . . . . . . . . . . . 12,596 2,886 -
Gaming taxes . . . . . . . . . 17,340 3,930 -
Food and beverage. . . . . . . 3,366 1,108 -
Facilities . . . . . . . . . . 3,448 1,074 -
Marketing and administrative . 31,225 7,952 -
Pre-opening. . . . . . . . . . - 3,320 -
Management fees. . . . . . . . 3,737 770 -
Depreciation and amortization. 2,114 985 -
------------------- ---------------- --------------------
Total operating expenses. 73,826 22,025 -
------------------- ---------------- --------------------
Operating income . . . . . . . 19,359 21 -
Interest expense . . . . . . . (11,139) (6,057) (5,021)
Interest income. . . . . . . . 385 850 2,989
------------------- ---------------- --------------------
Net income (loss). . . . . . . $ 8,605 $ (5,186) $ (2,032)
=================== ================ ====================
</TABLE>
See notes to consolidated financial statements.

<PAGE>

ISLE OF CAPRI BLACK HAWK L.L.C.
CONSOLIDATED STATEMENTS OF MEMBERS' EQUITY
(IN THOUSANDS)

<S> <C> <C> <C>
Casino America of Blackhawk Total
Colorado, Inc. Gold, Ltd. Members' Equity
------------------- ------------ -----------------

Balance, April 25, 1997 (date of inception). . $ - $ - $ -
Capital contribution - development costs. 317 - 317
Capital contribution - cash.. . . . . . . 7,084 - 7,084
Capital contribution - land.. . . . . . . 100 7,504 7,604
Equity transfer . . . . . . . . . . . . . 833 (833) -
Net loss. . . . . . . . . . . . . . . . . (1,213) (819) (2,032)
------------------- ------------ -----------------
Balance, April 26, 1998. . . . . . . . . . . . 7,121 5,852 12,973
Equity transfer . . . . . . . . . . . . . (500) 500 -
Net loss. . . . . . . . . . . . . . . . . (2,976) (2,210) (5,186)
------------------- ------------ -----------------
Balance, April 25, 1999. . . . . . . . . . . . 3,645 4,142 7,787
Net income. . . . . . . . . . . . . . . . 4,905 3,700 8,605
------------------- ------------ -----------------
Balance, April 30, 2000. . . . . . . . . . . . $ 8,550 $ 7,842 $ 16,392
=================== ============ =================
</TABLE>

See notes to consolidated financial statements.

ISLE OF CAPRI BLACK HAWK L.L.C.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<S> <C> <C> <C>
April 25, 1997
Fiscal Year Ended (date of inception)
----------------- through
April 30, April 25, April 26,
2000 1999 1998
------------------- ----------- --------------------
OPERATING ACTIVITIES:
Net income (loss). . . . . . . . . . . . . . . . . . . . $ 8,605 $ (5,186) $ (2,032)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization.. . . . . . . . . . . 2,114 985 -
Amortization of deferred financing costs. . . . . . 687 704 481
Changes in current assets and liabilities:
Accounts receivable. . . . . . . . . . . . . . 108 721 (1,031)
Prepaid expenses and other assets. . . . . . . (370) (493) (34)
Accounts payable and accrued liabilities . . . 2,680 6,026 6,212
------------------- ----------- --------------------
Net cash provided by operating activities. . . . . . . . 13,824 2,757 3,596

INVESTING ACTIVITIES:
Purchase of property and equipment.. . . . . . . . . . . (19,351) (40,395) (31,148)
Decrease (increase) in restricted cash . . . . . . . . . 2,017 46,931 (48,948)
Deposits and other . . . . . . . . . . . . . . . . . . . (141) (444) -
------------------- ----------- --------------------
Net cash provided by (used in) investing activities. . . (17,475) 6,092 (80,096)

FINANCING ACTIVITIES:
Proceeds from borrowings . . . . . . . . . . . . . . . . - 1,581 75,000
Deferred financing costs.. . . . . . . . . . . . . . . . - - (1,641)
Principal payments on debt.. . . . . . . . . . . . . . . (754) (59) (3,396)
Capital contribution received. . . . . . . . . . . . . . - - 7,084
------------------- ----------- --------------------
Net cash provided by (used in) financing activities. . . (754) 1,522 77,047

Net increase (decrease) in cash and cash equivalents . . (4,405) 10,371 547
Cash and cash equivalents at beginning of year . . . . . 10,918 547 -
------------------- ----------- --------------------
Cash and cash equivalents at end of year . . . . . . . . $ 6,513 $ 10,918 $ 547
=================== =========== ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash payments for interest. . . . . . . . . . . . . $ 10,882 $ 9,851 $ 5,172

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Capital contributions:
Land, net of mortgage of $396 . . . . . . . . . . . - - 7,604
Financing costs.. . . . . . . . . . . . . . . . . . - - 137
Property and equipment. . . . . . . . . . . . . . . - - 180
Other:
Construction costs funded through accounts payable. 1,096 24 1,614
</TABLE>

See notes to consolidated financial statements.

<PAGE>
ISLE OF CAPRI BLACK HAWK L.L.C.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

On April 25, 1997 ("Date of Inception"), Isle of Capri Black Hawk L.L.C.
("Isle-Black Hawk"), a Colorado limited liability company, was formed.
Isle-Black Hawk is owned by Casino America of Colorado, Inc., a wholly-owned
subsidiary of Isle of Capri Casinos, Inc., and Blackhawk Gold, Ltd., a
wholly-owned subsidiary of Nevada Gold & Casinos, Inc. The principal purpose of
Isle-Black Hawk has been to develop and operate a casino in Black Hawk,
Colorado, which opened December 30, 1998. Prior to December 30, 1998,
Isle-Black Hawk was a Development Stage Company and had not commenced gaming
operations.

On August 20, 1997, Isle-Black Hawk and Isle of Capri Black Hawk Capital
Corp., a wholly-owned subsidiary of Isle-Black Hawk that has no operations,
issued $75.0 million of 13% First Mortgage Notes (the "First Mortgage Notes")
due 2004 with Contingent Interest in order to finance the construction and
development of Isle-Black Hawk.

The rights and obligations of Casino America of Colorado, Inc. and
Blackhawk Gold, Ltd. are governed in part by the Amended and Restated Operating
Agreement of Isle-Black Hawk (the "Agreement") dated as of July 29, 1997. The
Agreement provides that Isle-Black Hawk will continue until December 31, 2096,
or until such date that dissolution may occur. Pursuant to the Agreement,
Casino America of Colorado, Inc. contributed cash, land purchase rights and
development costs to Isle-Black Hawk and Blackhawk Gold, Ltd. contributed land
to Isle-Black Hawk.

On July 29, 1997, Casino America of Colorado, Inc., Isle of Capri Casinos,
Inc., Blackhawk Gold, Ltd., and Nevada Gold & Casinos, Inc. also entered into a
Members Agreement (the "Members Agreement") which addressed the development of
Isle-Black Hawk, management of Isle-Black Hawk, additional capital
contributions, and other matters. Casino America of Colorado, Inc. has an
ownership interest in Isle-Black Hawk of 57% and Blackhawk Gold, Ltd. has an
ownership interest in Isle-Black Hawk of 43%. Profits and losses of Isle-Black
Hawk are allocated in proportion to ownership interests.

The consolidated financial statements of Isle-Black Hawk include the
accounts of Isle of Capri Black Hawk L.L.C. and its subsidiary, Isle of Capri
Black Hawk Capital Corp. All material intercompany balances and transactions
have been eliminated in consolidation.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements as well as revenues and expenses during the reporting period. Actual
amounts when ultimately realized could differ from those estimates.

Cash equivalents

Isle-Black Hawk considers all highly liquid investments with a maturity at
the time of purchase of three months or less to be cash equivalents. At April
30, 2000, there were no cash equivalents.

<PAGE>
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

No provision for federal or state income taxes is recorded in the financial
statements, as income taxes are the responsibilities of the individual members.

Revenue and promotional allowances

Casino revenue is the net win from gaming activities, which is the
difference between gaming wins and losses. Casino revenues are net of accruals
for the anticipated payouts of progressive electronic gaming device jackpots.

Revenue does not include the retail amount of food, beverage, and other
items provided gratuitously to customers, which totaled $7.1 million and $1.1
million for the years ended April 30, 2000 and April 25, 1999, respectively.
The estimated cost of providing such complimentary services, which is included
in casino expense, was $5.9 million and $1.0 million for the years ended April
30, 2000 and April 25, 1999, respectively.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense for the
years ended April 30, 2000 and April 25, 1999 totaled $2,492,000 and $806,000,
respectively.

2. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:

<S> <C> <C>
April 30, April 25,
2000 1999
--------------- ----------
Property and equipment (In thousands)
Land and land improvements. . . . $ 16,104 $ 14,604
Buildings and improvements. . . . 61,443 61,441
Furniture, fixtures and equipment 3,261 2,518
Construction in progress. . . . . 21,002 2,799
--------------- ----------
101,810 81,362
Less: accumulated depreciation.. 3,099 985
--------------- ----------
$ 98,711 $ 80,377
=============== ==========
</TABLE>

Property and equipment is recorded at cost except for land contributed by
Blackhawk Gold, Ltd., which is recorded at its appraised value. Depreciation
began accumulating upon the commencement of gaming operations and is computed
using the straight-line method over the following estimated useful lives:

<S> <C>
YEARS
-----
Slot machines.. . . . . . . . . . 3
Furniture, fixtures and equipment 5-10
Buildings and improvements. . . . 39.5
</TABLE>

Interest capitalized during the fiscal year ended April 30, 2000, April 25,
1999, and the period April 25, 1997 (date of inception) through April 26, 1998
totaled $1.1 million, $4.8 million and $2.3 million, respectively. Depreciation
expense for the fiscal year ended April 30, 2000 and April 25, 1999, totaled
$2.1 and $1.0 million, respectively.
<PAGE>

2. PROPERTY AND EQUIPMENT (CONTINUED)

Effective April 26, 1999, Isle-Black Hawk increased its estimate of
the useful lives of all land-based buildings and improvements from 25 years to
39.5 years to more appropriately reflect the expected useful lives of those
assets. Isle-Black Hawk also reduced its estimate of the useful lives of slot
machines from 5 years to 3 years due to technological changes. These two
changes increased net income for the year ended April 30, 2000, by $859,000.
Excluding the changes in useful lives, net income for the year ended April 30,
2000, would have been $7,746,000.

3. OTHER ASSETS

Deferred Financing Costs

The costs of issuing long-term debt have been capitalized and are being
amortized using the effective interest method over the term of the related debt.

Restricted Cash

Restricted cash represents cash proceeds from the sale of the First
Mortgage Notes held in trust by The Bank of New York, as trustee. These funds
were held in three separate accounts (Construction Disbursement, Completion
Reserve and Interest Reserve), with usage restricted by an indenture between
Isle-Black Hawk and the trustee, dated August 20, 1997, in connection with the
issuance of the First Mortgage Notes (the "Indenture"). As of April 30, 2000
these accounts have been closed.

<PAGE>
4. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
the value:

Cash and cash equivalents - The carrying amounts approximate fair value
because of the short maturity of these instruments.

Restricted cash - The carrying amounts approximate fair value because of
the short maturity of these instruments.

Long-term debt - The fair value of Isle-Black Hawk's long-term debt is
estimated based on either the quoted market price of the
underlying debt issue or on the discounted cash flow of future
payments utilizing current rates available to Isle-Black Hawk
for debt of similar remaining maturities. Debt obligations
with a short remaining maturity are valued at the carrying
amount.

The estimated carrying amounts and fair values of Isle-Black Hawk's financial
instruments are as follows:

<S> <C> <C> <C> <C>
APRIL 30, 2000 APRIL 25, 1999
-------------- ---------------
CARRYING CARRYING
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
---------------- ----------- --------------- -----------
(IN THOUSANDS)
FINANCIAL ASSETS:
Cash and cash equivalents $ 6,513 $ 6,513 $ 10,917 $ 10,917
Restricted cash . . . . . - - 2,017 2,017

FINANCIAL LIABILITIES:
First mortage notes . . . $ 75,000 $ 80,625 $ 75,000 $ 81,375
Other long-term debt. . . 768 768 1,522 1,522
</TABLE>
<PAGE>

5. LONG-TERM DEBT

Long-term debt consists of the following:

<S> <C> <C>
April 30, April 25,
2000 1999
--------------- ----------
(In thousands)
11% note payable, issued by Isle of Capri Black Hawk, L.L.C.,
due March 2001; non-recourse to Isle of Capri Casinos, Inc . . . $ 768 $ 1,522
13% First Mortgage Notes, issued by Isle of Capri Black Hawk, L.L.C.,
due August 2004; non-recourse to Isle of Capri Casinos, Inc. . . 75,000 75,000
--------------- ----------
75,768 76,522
Less: current maturities. . . . . . . . . . . . . . . . . . . . . . . 768 754
--------------- ----------
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 75,000 $ 75,768
=============== ==========
</TABLE>

On August 20, 1997, Isle-Black Hawk issued $75.0 million of 13% First
Mortgage Notes with Contingent Interest, due August 31, 2004, that is
non-recourse debt to Isle of Capri Casinos, Inc. Interest on the First Mortgage
Notes is payable semi-annually on February 28 and August 31 of each year,
commencing February 28, 1998. Additionally, contingent interest is payable on
the First Mortgage Notes on each interest payment date, in an aggregate
principal amount of 5% of Isle-Black Hawk's Consolidated Cash Flow (as defined
in the Indenture), provided that no contingent interest was payable prior to
commencement of operations and may, under certain circumstances, be deferred.
In February 2000, Isle-Black Hawk made its first contingent interest payment
totaling $1.0 million as required by the Isle-Black Hawk's First Mortgage Notes.
The amount of contingent interest expense recorded for the twelve months ended
April 30, 2000, is $1,093,000. Isle of Capri Casinos, Inc. previously supplied
a completion capital commitment to Isle-Black Hawk, which lapsed in accordance
with its terms.

The First Mortgage Notes are redeemable at the option of Isle-Black Hawk,
in whole or in part, at any time on or after August 1, 2001, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest to the redemption date, if redeemed during the
12-month period beginning on August 31 of the years indicated below:

<S> <C>
Year Percentage
---- ----------

2001.. . . . . . . . 106.500%
2002.. . . . . . . . 103.200%
2003.. . . . . . . . 100.000%
2004 and thereafter. 100.000%
</TABLE>

Beginning December 1999, Isle-Black Hawk is required to offer to purchase,
at the price of 101% of the aggregate principal amount thereof, the maximum
principal amount of the Notes that may be purchased with 50% of Isle-Black
Hawk's excess cash flow, as defined (see Subsequent Events).

Isle-Black Hawk obtained a letter of credit, as a requirement to obtain a
building permit from the City of Black Hawk (the "City"). The letter of
credit, totaling $2.1 million, can be drawn upon by the City if for any reason
Isle-Black Hawk fails to complete the hotel project. The letter of credit is
secured by a deposit held in trust of $1.1 million, which was funded by Isle of
Capri Casinos, Inc., and the balance is secured by Isle of Capri Casinos, Inc.'s
open line of credit with the bank.

<PAGE>
5. LONG-TERM DEBT (CONTINUED)

Substantially all of Isle-Black Hawk's assets are pledged as collateral for
long-term debt. At April 30, 2000, Isle-Black Hawk was in compliance with all
debt covenants.

The aggregate principal payments due on total long-term debt over the next
five fiscal years and thereafter are as follows:

<S> <C>
For the Fiscal Year Ending
(In thousands)
--------------------------
2001. . . . . . . $ 768
2002. . . . . . . -
2003. . . . . . . -
2004. . . . . . . -
2005. . . . . . . 75,000
Thereafter. . . . -
-------
$75,768
=======
</TABLE>

6. LEASE COMMITMENTS

Minimum rental obligations under all non-cancelable operating leases with
terms of one year or more as of April 30, 2000, are as follows:

<S> <C>
Fiscal Year Ending
(In thousands)
------------------
2001 . . . $3,485
2002 . . . 2,941
2003 . . . 1,235
2004 . . . -
2005 . . . -
</TABLE>

Rent expense for operating leases was approximately $4.5 million and $1.8
million for the years ended April 30, 2000 and April 25, 1999, respectively.

7. RELATED PARTY TRANSACTIONS

Management Agreement

On April 25, 1997, Isle-Black Hawk entered into a Management Agreement,
which was subsequently amended and restated on July 29, 1997 (the "Management
Agreement"), with Isle of Capri Casinos, Inc., which manages the casino in
exchange for a fee. The management fee is equal to two percent of revenues as
defined, plus ten percent of operating income, but not to exceed four percent of
revenues. The management fee became effective upon commencement of casino
operations.

<PAGE>
7. RELATED PARTY TRANSACTIONS (CONTINUED)

Lease Agreement

On January 2, 1998, Casino America of Colorado, Inc. acquired approximately
0.7 acres of property contiguous to the property being developed by Isle-Black
Hawk for expansion of the entrance and signage (the "Acquired Property"). On
January 2, 1998, Isle-Black Hawk, as lessee, entered into a lease agreement with
Casino America of Colorado, Inc. for the Acquired Property and has utilized the
Acquired Property in developing Isle-Black Hawk. The lease payment consisted of
$102,000 paid upon the inception of the lease and $17,000 per month, commencing
July 15, 1998 and continuing until December 31, 2002. The term of the lease was
through December 31, 2002, and thereafter on a year to year basis. During the
term of the lease, Isle-Black Hawk had the right to purchase the property for
$1,500,000 plus all interest and out-of-pocket costs that Casino America of
Colorado, Inc. incurred in connection with the purchase and ownership of the
land, less any payments made by Isle-Black Hawk, as lessee. On January 7, 2000,
Isle-Black Hawk purchased the property for $1.3 million representing the
purchase price of $1.5 million plus all interest and out-of-pocket costs that
Casino America of Colorado, Inc. incurred in connection with the purchase and
ownership of the land, less payments made by Isle-Black Hawk, as lessee.

Loans

Isle-Black Hawk is currently constructing a hotel containing 237 rooms for
approximately $29.0 million. Construction work on the hotel began in July 1999
and is scheduled to be completed by August 2000. Isle of Capri Casinos, Inc. is
assisting Isle-Black Hawk by financing the development of this hotel and plans
to loan a total of $5.0 million with interest payable in cash, of which $3.3
million had been funded as of April 30, 2000, and another $5.0 million with
interest payable in kind by issuance of additional notes (see Subsequent
Events). Additionally, Isle of Capri Casinos, Inc. has agreed to contribute up
to $10.0 million in additional equity to supplement funds generated from
Isle-Black Hawk operations to complete the hotel. Nevada Gold & Casinos, Inc.
may participate in making a loan or contributing equity.

8. PREOPENING EXPENSES

Preopening expenses of $3.3 million represent salaries, benefits, training,
marketing and other costs incurred in connection with the opening of the
Isle-Black Hawk on December 30, 1998.

9. EMPLOYEE BENEFIT PLAN

Isle-Black Hawk has a defined-contribution profit-sharing plan, including
401(k) plan provisions, covering substantially all of its employees. Isle-Black
Hawk's contribution expense related to this plan was approximately $51,000 for
the year ended April 30, 2000. Isle-Black Hawk's contribution is based on a
percentage of employee contributions and may include an additional discretionary
amount.

<PAGE>
10. SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<S> <C> <C> <C> <C>
FISCAL QUARTERS ENDED
(IN THOUSANDS)
---------------------
JULY 25, OCTOBER 24, JANUARY 23, APRIL 30,
1999 1999 2000 2000
----------------------- ------------- ------------- -----------
Revenue . . . . . . . . $ 20,229 $ 21,820 $ 24,004 $ 27,132
Operating income. . . . 3,756 4,354 5,134 6,115
Net income. . . . . . . 1,141 1,628 2,448 3,388

FISCAL QUARTERS ENDED
(IN THOUSANDS)
---------------------
JULY 26, OCTOBER 25, JANUARY 24, APRIL 25,
1998 1998 1999 1999
----------------------- ------------- ------------- -----------
Revenue . . . . . . . . $ - $ - $ 4,667 $ 17,379
Operating income (loss) - - (2,882) 2,903
Net loss. . . . . . . . (804) (470) (3,883) (29)
</TABLE>

The third quarter of fiscal 1999 includes preopening expenses, a
non-recurring item, related to the opening of Isle-Black Hawk in December 1998
totaling $3.3 million.

Effective April 26, 1999, Isle-Black Hawk increased its estimate of the
useful lives of all land-based buildings and improvements from 25 years to 39.5
years to more appropriately reflect the expected useful lives of those assets.
Isle-Black Hawk also reduced its estimate of the useful lives of slot machines
from 5 years to 3 years due to technological changes. These two changes
increased net income for the year ended April 30, 2000, by $859,000,
respectively. Excluding the changes in useful lives, net income for the year
ended April 30, 2000, would have been $7,746,000.

11. SUBSEQUENT EVENTS

On June 5, 2000, the Isle-Black Hawk offered to purchase for cash up to
$1,246,000 principal amount of their 13% First Mortgage Notes due 2004 at a
price of $1,010 per $1,000 principal amount, plus interest accrued up to, but
not including, the Payment Date. The offer was made pursuant to Section 4.31 of
the Indenture, dated as of August 20, 1997, governing the Notes which requires
that Isle-Black Hawk annually offer to purchase, at a purchase price of 101% of
their principal amount, from the Holders thereof an aggregate principal amount
of Notes equal to that number of Notes that can be purchased with 50% of
Isle-Black Hawk's "Excess Cash Flow" (as defined in the Indenture) for the
Operating Year (as defined in the Indenture) most recently ended. Isle-Black
Hawk had Excess Cash Flow during such Operating Year of $2.491 million, which
obligated Isle-Black Hawk to offer to purchase up to $1,246,000 aggregate
principal amount of Notes. The offer expired at midnight, New York City time,
on July 3, 2000. No Notes were tendered for purchase prior to the expiration
date.

<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III
---------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The Managers and the Executive Officers of the Isle of Capri Black
Hawk L.L.C. and the directors and executive officers of Isle of Capri Black Hawk
Capital Corp. are set forth below:

<S> <C> <C>
NAME AGE POSITION (S)
---- --- ------------
Bernard Goldstein. . . . 71 Chief Executive Office of Isle of Capri
Black Hawk L.L.C. and of Isle of Capri
Black Hawk Capital Corp.
John M. Gallaway . . . . 62 President and Chief Operating Officer of Isle
of Capri Black Hawk L.L.C. and of Isle of
Capri Black Hawk Capital Corp.; Manager of
Isle of Capri Black Hawk L.L.C.; Director of
Isle of Capri Capital Corp.
Allan B. Solomon . . . . 64 Executive Vice President, General Counsel
and Secretary of Isle of Capri Black Hawk
L.L.C. and of Isle of Capri Black Hawk
Capital Corp.; Manager of Isle of Capri Black
Hawk L.L.C.; Director of Isle of Capri Black
Hawk Capital Corp.
H. Thomas Winn . .. . . 60 Vice President of Isle of Capri Black Hawk
L.L.C. and of Isle of Capri Black Hawk
Capital Corp.; Manager of Isle of Capri Black
Hawk L.L.C.; Director of Isle of Capri Black
Hawk Capital Corp.
Rexford A. Yeisley . . . 53 Senior Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary of
Isle of Capri Black Hawk L.L.C. and of Isle
of Capri Black Hawk Capital Corp.
Timothy M. Hinkley . . . 44 Senior Vice President of Operations of Isle of
Capri Black Hawk L.L.C. and of Isle of Capri
Black Hawk Capital Corp.
Robert Fiore . . . . . . 59 Regional Vice President of Operations and General
Manager of Isle of Capri Black Hawk L.L.C. and of
Isle of Capri Black Hawk Capital Corp.
Mike Shubic. . . . . . . 47 Vice President of Isle of Capri Black Hawk L.L.C.
and of Isle of Capri Black Hawk Capital Corp.
</TABLE>

Bernard Goldstein. Mr. Goldstein has been Chairman of the Board of Isle of
Capri Casinos, Inc. since June 1992 and Chief Executive Officer of Isle of Capri
Casinos, Inc. since September 1995. From June 1992 until February 1993 and from
September 1995 until December 1995, Mr. Goldstein was also President and Chief
Executive Officer of Isle of Capri Casinos, Inc. Mr. Goldstein has been active
in the development of the riverboat gaming industry in a number of states and
was Chairman of the Board of Steamboat Development Corporation and Steamboat
Southeast, Inc., both of which were involved in the first legalized riverboat
gaming ventures in the United States. In addition to his involvement in the
riverboat gaming industry, Mr. Goldstein has been involved in scrap metal
recycling since 1951 and barge-line transportation since 1960.
<PAGE>

John M. Gallaway. Mr. Gallaway has been President of Isle of Capri
Casinos, Inc. since December 1995 and Chief Operating Officer of Isle of Capri
Casinos, Inc. since July 1996. From July 1995 to November 1995, Mr. Gallaway
was a professor at the University of Houston. Mr. Gallaway was Deputy Managing
Director, Gaming, of Sun International, a company engaged in owning and
operating casinos and resorts, from September 1992 to August 1994. Prior to
that, from 1984 to 1992, Mr. Gallaway was President and General Manager of
TropWorld Casino and Entertainment Resort in Atlantic City and, from 1981 to
1984, he was President and General Manager of the Tropicana Hotel in Las Vegas.

Allan B. Solomon. Mr. Solomon has been Secretary and a director of Isle of
Capri Casinos, Inc. since June 1992, served as the Chief Financial Officer and
Treasurer of Isle of Capri Casinos, Inc. from June 1992 to October 1993, and was
Chairman of its Executive Committee from January 1993 to April 1995. Mr.
Solomon became General Counsel of Isle of Capri Casinos, Inc. in May 1994 and
became Executive Vice President in April 1995. Mr. Solomon was a partner in the
Florida law firm of Broad and Cassel from 1986 to May 1994.

H. Thomas Winn. Mr. Winn has been the Chairman, CEO, and President of
Nevada Gold & Casinos, Inc. since January 1994. He has also been a Director of
Nevada Gold & Casinos, Inc. since 1994. Mr. Winn is also Chairman of Aaminex
Capital Corporation. Aaminex Capital Corporation is a financial consulting and
venture capital firm, involved in real estate, mining and environmental
activities. Mr. Winn has formed numerous investment-limited partnerships and
capital formation ventures.

Rexford A. Yeisley. Mr. Yeisley has been Chief Financial Officer of Isle
of Capri Casinos, Inc. since December 1995. Mr. Yeisley was Senior Vice
President and Chief Financial Officer of Six Flags Theme Parks, Inc. from 1991
to 1995, and from 1988 to 1991, Mr. Yeisley was Vice President and Chief
Financial Officer of that company.

Timothy M. Hinkley. Mr. Hinkley has been Senior Vice President of
Operations for Isle of Capri Casinos, Inc. since April 1997. Mr. Hinkley was
General Manager and Vice President of the Isle of Capri Casino Crowne Plaza
Resort in Biloxi, Mississippi from May 1992 to April 1997. Prior to that, from
1990 to 1992, Mr. Hinkley was Vice President of Food and Beverage and
Entertainment of Steamboat Development Corporation, a riverboat gaming company
in Iowa.

Robert S. Fiore. Mr. Fiore has been Regional Vice President of Operations
of Isle of Capri Casinos, Inc. since July 1, 2000 and has been Vice President
and General Manager of Isle of Capri Black Hawk L.L.C. since August 1998. Prior
to that, Mr. Fiore was General Manager at the Belle of Baton Rouge Casino in
Baton Rouge, LA for Argosy Gaming from September 1997 to August 1998. From 1995
to 1997, Mr. Fiore was President and General Manger of the Tropicana Resort and
Casino in Las Vegas for Aztar Corporation, and from 1989 to 1997, Mr. Fiore was
President and General Manger of the Ramada Express Hotel and Casino in Laughlin,
NV for Aztar Corporation.

Mike Shubic. Mr. Shubic has been Vice President of Isle of Capri Black
Hawk L.L.C. since July 10, 2000 and will assume the position of General Manager
upon receipt of regulatory approval. Mr. Shubic was General Manager at
Windermere Country Club in Windermere, FL from January 1999 to July 2000. Prior
to that, Mr. Shubic attended the Golf Academy of the South from August 1997 to
December 1998. From May 1994 to August 1997, Mr. Shubic was Vice President
Midwest Operations for Station Casinos, Inc. headquartered in Las Vegas.

<PAGE>
ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth a summary of the annual, long-term and other
compensation for services rendered to Isle of Capri Black Hawk L.L.C. by the
General Manager during fiscal 2000 and for the years indicated. None of our
Executive Officers other than Mr. Fiore has received compensation from Isle of
Capri Casinos, Inc. for services rendered to Isle of Capri Black Hawk L.L.C.

<S> <C> <C> <C> <C> <C> <C>
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- -----------------------

FISCAL YEAR SECURITIES LONG TERM
ENDED UNDERLYING COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION . APRIL 30 SALARY BONUS OPTIONS (#) AWARDS COMPENSATION (1)
----------------------------- ------------------- -------- -------- ----------------------- ------------- -----------------
Robert S. Fiore . . . . . . . 2000 $180,881 $114,983 10,000 $ 28,746 $ 26,834
Vice President and General 1999 114,159 49,515 25,000 12,379 6,479
Manager

</TABLE>
-----------------------------
(1) Includes medical insurance paid by the Company for Mr. Fiore of $1,833, the
Company's matching contribution to the Company's 401(k) deferred compensation
plan during fiscal 2000 for the account of Mr. Fiore of $2,500, life insurance
paid by the Company for Mr. Fiore of $243, and relocation expenses reimbursed to
Mr. Fiore of $22,258.

OPTION GRANTS FOR LAST FISCAL YEAR

The following table sets forth information concerning options granted by
Isle of Capri Casinos, Inc. during fiscal 2000 to Mr. Fiore.

<S> <C> <C> <C> <C> <C> <C>
INDIVIDUAL GRANTS
------------------
% OF TOTAL POTENTIAL REALIZABLE VALUE OF
NUMBER OF OPTIONS ASSUMED ANNUAL RATES OF STOCK
SECURITIES GRANTED TO PRICE APPRECIATION FOR OPTION
UNDERLYING EMPLOYEES EXERCISE OR TERM (1)
OPTIONS IN FISCAL BASE PRICE EXPIRATION ---------------------------------
NAME GRANTED (#) YEAR $/SHARE DATE 5% ($) 10% ($)
---------------- ------------------ ----------- ------------ ---------- ------------------------------

Robert S. Fiore. 10,000 1.9% $ 10.25 9/22/09 $ 63,556 $ 161,356

</TABLE>
-----------------------------
(1) The potential realizable dollar value of a grant is the product of: (a) the
difference between (i) the product of the per-share market price at the time of
the grant and the sum of 1 plus the stock appreciation rate compounded annually
over the term of the option (here, 5% and 10%) and (ii) the per-share exercise
price of the option and (b) the number of securities underlying the grant at
fiscal year-end.

<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information concerning the number and value
of shares acquired on the exercise of options and exercisable and unexercisable
stock options at the end of fiscal 2000 for Mr. Fiore.

<S> <C> <C> <C> <C>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR END FISCAL YEAR END ($)
NAME . . . . . . EXERCISE (#) REALIZED EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---------------- ------------ -------- -------------------------- ---------------------------

Robert S. Fiore. - - 5,000/30,000 $ 54,220/$253,130
</TABLE>

<PAGE>
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Isle of Capri Casinos, Inc. and Nevada Gold & Casinos, Inc. beneficially
own a 57% and 43% interest, respectively, in the Isle of Capri Black Hawk L.L.C.
The following table sets forth information as of July 15, 2000, with respect to
the beneficial ownership of Isle of Capri Casinos, Inc., and the stock by (i)
each manager of Isle of Capri Black Hawk L.L.C. (ii) each executive officer of
Isle of Capri Black Hawk L.L.C.; and (iii) all executive officers and managers
of Isle of Capri Black Hawk L.L.C. as a group.

<S> <C> <C> <C>
NUMBER OF SHARES OF PERCENTAGE OF
ISLE OF CAPRI CASINOS, INC. ISLE OF CAPRI CASINOS, INC.
COMMON STOCK COMMON STOCK
NAME OF BENEFICIAL OWNER. . . . . . . BENEFICIALLY OWNED OUTSTANDING
------------------------------------- --------------------------- ----------------------------

Bernard Goldstein . . . . . . . . . . 7,834,427 (1) 25.6%
John M. Gallaway. . . . . . . . . . . 259,500 (2) *
Allan B. Solomon. . . . . . . . . . . 435,500 (3) 1.4%
H. Thomas Winn. . . . . . . . . . . . - *
Rexford A. Yeisley. . . . . . . . . . 95,300 (4) *
Timothy M. Hinkley. . . . . . . . . . 91,874 (5) *
Robert S. Fiore.. . . . . . . . . . . 5,000 (6) *
Mike Shubic . . . . . . . . . . . . . - *
All current executive officers and
managers as a group (eight persons) 8,721,601 27.9%

-----------------------------
* Less than one percent.
</TABLE>

Isle of Capri Black Hawk L.L.C. is the sole shareholder of Isle of Capri
Black Hawk Capital Corp.

(1) Includes 2,977,625 shares held by the Bernard Goldstein 1999 Irrevocable
Trust for the benefit of Bernard Goldstein as to which voting and
dispositive power is held by Robert S. Goldstein as Trustee, 1,320,578 shares
and warrants immediately exercisable to purchase 108,248 shares held by
Valley Corporation of which Bernard Goldstein is Chairman and 253,500 shares
issuable upon exercise of stock options that are exercisable within 60 days
of the date of this filing. Bernard Goldstein is the Trustee of the Jeffrey D.
Goldstein Trust and the Richard A. Goldstein Trust and on behalf of these
Trusts exercises voting power and shares dispositive power as to 1,575,000
shares in each Trust with the respective beneficiaries. Mr. Goldstein disclaims
beneficial ownership of the shares held in the Jeffrey D. Goldstein Trust
and the Richard A. Goldstein Trust as well as the portion of the shares owned
by Valley Corporation which exceed his 41.8% ownership interest in Valley
Corporation.

(2) Includes 203,500 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.

(3) Includes 240,500 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.

(4) Includes 93,000 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.

(5) Includes 82,874 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.

(6) Includes 5,000 shares that are issuable upon the exercise of stock
options that are exercisable within 60 days.

<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We entered into an amended and restated management agreement with Isle of
Capri Casinos, Inc. dated as of July 29, 1997. The term of the Management
Agreement expires on December 31, 2096, unless terminated earlier in accordance
with the terms. In consideration of the services provided under the management
agreement, we have agreed to pay Isle of Capri Casinos, Inc., as manager, a fee
equal to 2% of capitalized revenues (as defined in the Management Agreement),
plus ten percent of Operating Income (as defined in the Management Agreement) up
to a maximum of 4% of revenues.

We entered into a License Agreement with Isle of Capri Casinos, Inc. dated
July 29, 1997 which became effective on the Closing Date and pursuant to which
we have been granted a license to use the trademarks Isle of Capri(R), Island
Gold(R), Calypso's(R), Farraddays'(TM) and Isle Style(TM), the trademark Isle of
Capri parrot logo and future trademarks utilized by Isle of Capri Casinos, Inc.
at its other gaming facilities. No license fee is payable. The license
terminates upon the occurrence of certain events, such as termination of the
Management Agreement.

On January 2, 1998, Casino America of Colorado, Inc. acquired approximately
0.7 acres of property contiguous to the property being developed by us for
expansion of the entrance and signage (the "Acquired Property"). On January 2,
1998, we, as lessee, entered into a lease agreement with Casino America of
Colorado, Inc. for the Acquired Property and have utilized the Acquired Property
in developing Isle-Black Hawk. The lease payment consisted of $102,000 paid
upon the inception of the lease and $17,000 per month, commencing July 15, 1998
and continuing until December 31, 2002. The term of the lease was through
December 31, 2002, and thereafter on a year to year basis. During the term of
the lease, we had the right to purchase the property for $1,500,000 plus all
interest and out-of-pocket costs that Casino America of Colorado, Inc. incurred
in connection with the purchase and ownership of the land, less any payments
made by Isle-Black Hawk, as lessee. On January 7, 2000, we purchased the
property for $1.3 million representing the purchase price of $1.5 million plus
all interest and out-of-pocket costs that Casino America of Colorado, Inc.
incurred in connection with the purchase and ownership of the land, less
payments made by us, as lessee.

<PAGE>
------
PART IV
--------

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) Documents Filed as Part of this Report.
--------------------------------------------

1. Financial Statements.
---------------------

The following financial statements of Isle of Capri Black
Hawk L.L.C. and Isle of Capri Black Hawk Capital Corp. and
reports of independent auditors are included on pages 13
to 25 of this Form 10-K:

ISLE OF CAPRI BLACK HAWK L.L.C./
ISLE OF CAPRI BLACK HAWK CAPITAL CORP.

Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Members' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements

2. Financial Statements Schedules.
--------------------------------

None required or applicable.

3. Exhibits.
--------

A list of the exhibits included as part of this Form 10-K is
set forth in the Exhibit Index that immediately precedes
such exhibits, which is incorporated herein by reference.

(b) Reports on Form 8-K.
----------------------

None.

<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

ISLE OF CAPRI BLACK HAWK L.L.C.

Dated: July 24, 2000 By: /s/ John M. Gallaway
------------------------
John M. Gallaway, President,
Chief Operating Officer
and Manager

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Dated: July 24, 2000 /s/ John M. Gallaway
-----------------------
John M. Gallaway, President,
Chief Operating Officer and Manager

Dated: July 24, 2000 /s/ Rexford A. Yeisley
--------------------------
Rexford A. Yeisley, Chief Financial
Officer
(Principal Financial and Accounting
Officer)

Dated: July 24, 2000 /s/ Allan B. Solomon
------------------------
Allan B. Solomon, Executive Vice
President, Secretary, General Counsel
and Manager

Dated: July 24, 2000 /s/ H. Thomas Winn
----------------------
H. Thomas Winn, Vice President, Manager

<PAGE>

INDEX TO EXHIBITS

EXHIBIT NUMBER DESCRIPTION
-------------- -----------

1 Purchase Agreement among Isle of Capri Black Hawk Capital Corp. and
Jefferies & Company, Inc. (1)

3.1 Articles of Organization of Isle of Capri Black Hawk L.L.C. (1)

3.2 Articles of Incorporation of Isle of Capri Black Hawk
Capital Corp.(1)

3.3 Bylaws of Isle of Capri Black Hawk Capital Corp. (1)

4.1 Indenture among Isle of Capri Black Hawk L.L.C., Isle of Capri
Black Hawk Capital Corp. and Bank of New York (1)

4.2 Form of 13% Series A First Mortgage Note due 2004 with Contingent
Interest. (1)

4.3 Cash Collateral and Disbursement Agreement among Bank of New York,
as the Disbursement Agent, Bank of New York, as the Trustee,
CRSS Constructors, Inc., as the Independent Construction Consultant,
Isle of Capri Black Hawk L.L.C., as the Company and an Issuer and
Isle of Capri Black Hawk Capital Corp., as Co-Issuer. (1)

4.4 Registration Rights Agreement among Isle of Capri Black Hawk
L.L.C., Isle of Capri Black Hawk Capital Corp., and Jefferies
& Company, Inc. (1)

4.5 Deed of Trust to Public Trustee, Security Agreement, Fixture Filing
and Assignment of Rents, Leases and Leasehold Interests, by
Isle of Capri Black Hawk L.L.C. and Isle of Capri Black Hawk Capital
Corp. to the Public Trustee of Gilpin County, Colorado for the
benefit of Bank of New York. (1)

4.6 Assignment of Rents, Leases and Leasehold Interests by Isle of
Capri Black Hawk L.L.C. and Isle of Capri Black Hawk Capital Corp.
for the benefit of Bank of New York. (1)

4.7 Security Agreement by Isle of Capri Black Hawk L.L.C. and Isle of
Capri Black Hawk Capital Corp. for the benefit of Bank of
New York. (1)

4.8 Issuer Pledge Agreement by Isle of Capri Black Hawk L.L.C. in favor
of Bank of New York. (1)
<PAGE>

4.9 Collateral Assignment by Isle of Capri Black Hawk L.L.C. and Isle
of Capri Black Hawk Capital Corp. in favor of Bank of New York. (1)

4.10 Pledge and Assignment by Isle of Capri Black Hawk L.L.C. and Isle
of Capri Black Hawk Capital Corp. in favor of Bank of New York. (1)

4.11 Consent to Assignment of Construction Agreement by Haselden
Construction, Inc. in favor of Bank of New York. (1)

4.12 Consent to Assignment of Management Agreement by Isle of Capri
Casinos, Inc. in favor of Bank of New York. (1)

4.13 Consent to Assignment of License Agreement by Isle of Capri
Casinos, Inc. in favor of Bank of New York. (1)

4.14 Manager Subordination Agreement by Isle of Capri Casinos, Inc. in
favor of Bank of New York. (1)

4.15 Environmental Indemnity by Isle of Capri Black Hawk L.L.C. in
favor of Bank of New York. (1)

4.16 Assignment of Trademark by Isle of Capri Black Hawk L.L.C. and
Isle of Capri Black Hawk Capital Corp. in favor of Bank of
New York. (1)

4.17 Assignment of Copyright by Isle of Capri Black Hawk L.L.C. and
Isle of Capri Black Hawk Capital Corp. in favor of Bank of
New York. (1)

4.18 Assignment of Patent by Isle of Capri Black Hawk, L.L.C. and Isle
of Capri Black Hawk Capital Corp. in favor of Bank of New York. (1)

10.1 Operating Agreement among Isle of Capri Black Hawk L.L.C., Casino
America of Colorado, Inc. and Blackhawk Gold, Ltd. (1)

10.2 Members Agreement between Casino America of Colorado, Inc. and
Blackhawk Gold, Ltd. (1)

10.3 Management Agreement between Isle of Capri Casinos, Inc. and Isle
of Capri Black Hawk L.L.C. (1)

10.4 License Agreement between Isle of Capri Casinos, Inc. and Isle of
Capri Black Hawk L.L.C. (1)

10.5 Land Purchase Contract between Roman Entertainment Corporation of
Colorado and Isle of Capri Casinos, Inc. (1)

10.6 Exchange Commitment Letter between City of Black Hawk and
Blackhawk Gold, Ltd. (1)

10.7 Design/Build Agreement between Haselden Construction, Inc. and
Isle of Capri Black Hawk L.L.C. (1)

10.8 Subdivision Agreement to be entered into between the City of Black
Hawk and Isle of Capri Black Hawk L.L.C. (1)

10.8A First Amendment to Subdivision Agreement entered into between
City of Black Hawk and Isle of Capri Black Hawk L.L.C. (3)

10.8B Second Amendment to Subdivision Agreement entered into between
City of Black Hawk and Isle of Capri Black Hawk L.L.C. (3)

10.9 Lease Agreement dated January 2, 1998 by and between Casino
America of Colorado, Inc. and Isle of Capri Black Hawk L.L.C. (1)

10.10 Employment Agreement dated January 6, 1999 between Isle of Capri
Casinos, Inc. and Robert S. Fiore. (2)

10.11 Promissory Note dated May 26, 1999 by and between Isle of
Capri Black Hawk L.L.C. and Isle of Capri Casinos, Inc. (2)

10.12 Design/Build Agreement between Haselden Construction, Inc. and
Isle of Capri Black Hawk, L.L.C. (4)

10.13 Promissory Note dated May 1, 2000 by and between Isle of
Capri Black Hawk L.L.C. and Isle of Capri Casinos, Inc.

27 Financial Data Schedule
______________________
(1) Filed as an exhibit to Isle of Capri Black Hawk L.L.C.'s and Isle of
Capri Black Hawk Capital Corp.'s Registration Statement on Form S-4
(registration number 333-38093), and incorporated into Isle of Capri
Black Hawk L.L.C.'s and Isle of Capri Black Hawk Capital Corp.'s Form
10-K for the year ended April 26, 1998, by reference.

(2) Filed as an exhibit to Isle of Capri Black Hawk L.L.C.'s Annual Report
on Form 10-K for the fiscal year ended April 25, 1999 (File No.
333-38093), by reference.

(3) Filed as an Exhibit to the Isle of Capri Black Hawk L.L.C.'s Quarterly
Report on form 10-Q for the fiscal quarter ended July 25, 1999,
(File No. 333-38093), by reference.

(4) Filed as an Exhibit to the Isle of Capri Black Hawk L.L.C.'s Quarterly
Report on form 10-Q for the fiscal quarter ended October 24, 1999,
(File No. 333-38093), by reference.