<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 10-Q
[X] QUARTERLY REPORT FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
---------------------------
OR
[ ] 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 333-0214
HORSESHOE GAMING HOLDING CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 88-0425131
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
P.O. Box 2339, Joliet IL 60434
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(Address of principal executive office) (ZIP CODE)
(815) 773-0700
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(Registrant's telephone number, including area code)
2300 Empress Drive, Joliet, IL 60436
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(Former name, former address and former fiscal year, if changed
since last report)
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
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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
INDEX PAGE
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<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
March 31, 2000 and December 31, 1999........................ 3
Consolidated Condensed Statements of Operations for the
three months ended March 31, 2000 and 1999.................. 4
Consolidated Condensed Statements of Cash Flows for the
three months ended March 31, 2000 and 1999.................. 5
Notes to Consolidated Condensed Financial Statements............. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................... 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk....... 10
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................. 11
SIGNATURE ................................................................ 12
</TABLE>
2
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 95,717 $ 118,276
Restricted cash -- 159,002
Accounts receivable, net 16,160 14,776
Inventories 3,981 4,168
Prepaid expenses and other 9,997 6,212
----------- -----------
Total current assets 125,855 302,434
----------- -----------
Property and equipment, net 541,046 546,464
Assets held for resale 1,000 1,630
Other, net 88,392 87,996
Goodwill, net 465,954 470,720
----------- -----------
Total assets $ 1,222,247 $ 1,409,244
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 10,643 $ 164,245
Accounts payable 11,486 8,514
Accrued expenses and other 121,942 87,588
----------- -----------
Total current liabilities 144,071 260,347
----------- -----------
Long-term liabilities
Long-term debt, less current maturities 1,011,315 1,094,703
Other long-term liabilities 7,840 12,840
----------- -----------
Total long-term liabilities 1,019,155 1,107,543
----------- -----------
Commitments and contingencies
Redeemable ownership interests 13,977 6,760
Stockholders' equity
Common stock, $1.00 par value, 50,000 shares authorized,
25,000 shares issued, 23,772 shares outstanding 25 25
Additional paid-in capital 40,605 41,360
Retained earnings 27,994 16,789
----------- -----------
68,624 58,174
Less 1,228 shares of treasury stock, at cost (23,580) (23,580)
----------- -----------
Total stockholders' equity 45,044 34,594
----------- -----------
Total liabilities and stockholders' equity $ 1,222,247 $ 1,409,244
=========== ===========
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
3
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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------
2000 1999
--------- ---------
<S> <C> <C>
Revenues
Casino $ 244,201 $ 112,698
Food and beverage 21,130 12,995
Hotel 8,106 8,762
Retail and other 5,181 3,135
--------- ---------
278,618 137,590
Less: Promotional allowances (20,360) (17,398)
--------- ---------
Net revenues 258,258 120,192
--------- ---------
Expenses
Casino 135,094 61,252
Food and beverage 8,782 4,378
Hotel 1,146 615
Retail and other 1,622 2,515
General and administrative 30,962 13,992
Corporate expenses 7,484 1,702
Deferred compensation expense 8,449 575
Depreciation and amortization 20,012 8,585
--------- ---------
Total expenses 213,551 93,614
--------- ---------
Operating income 44,707 26,578
Other income (expense)
Interest expense (24,779) (10,260)
Interest income 701 572
Other, net (146) (321)
--------- ---------
Total other income (expense) (24,224) (10,009)
--------- ---------
Net income $ 20,483 $ 16,569
========= =========
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
4
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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
2000 1999
--------- --------
<S> <C> <C>
Cash provided by operating activities
Net income $ 20,483 $ 16,569
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 20,012 8,585
Amortization of debt discount, deferred
finance charges and other 1,109 676
Provision for doubtful accounts 1,075 810
Gain on sale of assets (11) --
Minority interest in loss of subsidiary -- 312
Increase in redeemable ownership interests 8,449 575
Net change in assets and liabilities 17,233 (5,241)
--------- --------
Net cash provided by operating activities 68,350 22,286
--------- --------
Cash flows from investing activities
Purchases of property and equipment (7,324) (6,090)
Proceeds from sale of property and equipment 661 --
Increase (decrease) in construction payables (608) 763
Increase in goodwill (99) --
Increase in other long-term assets (3,572) (3,072)
--------- --------
Net cash used in investing activities (10,942) (8,399)
--------- --------
Cash flows from financing activities
Repayments on long-term debt (237,049) (16,175)
Decrease in restricted cash 159,002 --
Payment of debt issue costs and commitment fees (291) --
Capital distributions (1,629) --
Warrant repurchases -- (34,426)
--------- --------
Net cash used in financing activities (79,967) (50,601)
--------- --------
Net change in cash and cash equivalents (22,559) (36,714)
Cash and cash equivalents, beginning of period 118,276 84,151
--------- --------
Cash and cash equivalents, end of period $ 95,717 $ 47,437
========= ========
Supplemental cash flow disclosure:
Interest paid $ 13,949 $ 10,353
Accrued capital distributions $ 9,278 $ 5,576
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements.
5
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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 - Basis of Presentation
The accompanying unaudited consolidated condensed financial statements
of Horseshoe Gaming Holding Corp., a Delaware corporation, and its subsidiaries
(the "Company") have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to those rules and regulations. It is suggested that these consolidated
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's Form 10-K for the
year ended December 31, 1999. In the opinion of management, all adjustments
(which include normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows of all periods
presented have been made. The results of operations for the three months ended
March 31, 2000, are not necessarily indicative of the operating results for the
full year. Certain reclassifications have been made to the financial statements
as previously presented to conform to current classifications.
Note 2 - Empress Acquisition
On December 1, 1999, the Company acquired from Empress Entertainment,
Inc. ("Empress"), all of the outstanding stock of two of Empress' operating
subsidiaries, Empress Casino Hammond Corporation ("Empress Hammond") and Empress
Casino Joliet Corporation ("Empress Joliet") for $493.9 million in cash plus
transaction costs (the "Empress Merger"). As additional consideration, the
Company assumed $150 million of Empress' 8.125% Senior Subordinated Notes due
2006 (the "Empress Notes"). Pursuant to a change in control offer to purchase
the Empress Notes at 101% of their principal amount in accordance with the terms
of the Indenture, the Company retired all of the Empress Notes in January 2000.
Empress Joliet and Empress Hammond continue to operate as wholly owned
subsidiaries of the Company.
The acquisition has been recorded using the purchase method of
accounting. The Company is currently in the process of allocating the purchase
price among the tangible and intangible assets acquired and the liabilities
assumed in the Empress acquisition. The Company estimates the value of other
acquired intangibles included in other assets, net in the accompanying
consolidated condensed balance sheets are $10.0 million for trademarks and $5.0
million for customer lists, to be amortized over five years. Upon completion of
the final purchase price allocation, to the extent the purchase price exceeds
the fair value of the net identifiable tangible and intangible assets acquired,
such excess will be allocated to goodwill and amortized over approximately 25
years.
The following unaudited pro-forma consolidated financial information has
been prepared assuming the acquisitions and the debt extinguishment described
above had occurred on January 1, 1999. These results have been prepared for
comparative purposes only and do not purport to be indicative of what would have
occurred had the acquisitions been made at the beginning of the period, or as a
prediction of results which may occur in the future.
Three months ended
March 31, 1999
------------------
Net revenue $225,896
Operating income $ 42,289
Net income $ 17,541
6
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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
Note 3 - Deferred Compensation Expense
The Company recorded deferred compensation expense of $8.4 million
during the quarter ended March 31, 2000 related to the increase in the valuation
of ownership interests of: (i) vested put/call options included in certain
employment agreements (ii) vested options in the 1997 Unit Option Plan and (iii)
vested options in the 1999 Equity Incentive Plan. The increase in valuation for
the Company was primarily related to the Empress Merger.
Note 4 - Subsequent Events
On April 1, 2000, the Company agreed to repurchase ownership interests
of approximately 1.0% of the Company from two owners totaling $10.9 million.
After deducting for amounts previously advanced to the owners, the remaining
balance of $7.1 million will be paid on various dates through April 30, 2005.
7
<PAGE> 8
PART I FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
consolidated financial condition and results of operations of Horseshoe Gaming
Holding Corp. (the "Company") and its subsidiaries. The discussion should be
read in conjunction with the Company's consolidated condensed financial
statements and notes thereto.
This Quarterly Report on Form 10-Q contains certain "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, which generally can be identified by the use of such terms such as
"may," "expect," "anticipate," "believe," "continue," or similar variations or
the negative thereof. These forward looking statements are subject to certain
risks and uncertainties, such as risks associated with substantial indebtedness,
debt service and liquidity; risks of competition in the Company's existing and
future markets; difficulties in successfully completing the integration with
Empress, failure to obtain or retain licenses or regulatory approvals; changes
in gaming laws and regulations; and other factors discussed in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, which could
cause actual results to differ materially.
RESULTS OF OPERATIONS
Horseshoe Tunica competes with nine other casinos in the competitive
Tunica County, Mississippi market. The Company has begun an expansion of the
facility whereby it will move and expand the existing buffet restaurant, add an
additional restaurant and utilize the area to be vacated by the current buffet
restaurant to add approximately 400 slot machines and 10 table games. The
Company estimates the expansion will cost between $40 to $45 million and expects
the project to be completed in December 2000.
Horseshoe Bossier City is one of four riverboat casinos currently
operating in the Bossier City/Shreveport, Louisiana market. A fifth casino,
including an all-suite hotel and entertainment complex, is expected to open in
the Bossier City/Shreveport market in the fourth quarter of 2000. In addition,
one of the existing casinos in that market is expanding their facility by adding
a hotel, four restaurants, a convention center, health spa and parking garage.
This expansion is also expected to be complete in the fourth quarter of 2000.
The impact of these additions on the operating margins of the Horseshoe Bossier
City property is uncertain.
Empress Hammond and Empress Joliet compete with seven other casinos in
the Chicago market, which include four casinos on Lake Michigan in northern
Indiana and three casinos located in Illinois. In May 1999, the Illinois
legislature enacted amendments to the Illinois Riverboat Gambling Act which
could result in one of the ten state-authorized licenses for Illinois being
relocated to Rosemont, Illinois. The impact on the operating margins of Empress
Hammond and Empress Joliet due to the relocation of a gaming license to the
Chicago market is uncertain. The results of operations for the Empress
properties are not included in the Company's consolidated condensed statements
of operations for the three months ended March 31, 1999, as the merger was
completed on December 1, 1999.
Three months ended March 31, 2000 and 1999
Net revenues for the quarter ended March 31, 2000 were $258.3 million
as compared to $120.2 million for the quarter ended March 31, 1999. Operating
income for the quarter ended March 31, 2000 was $44.7 million compared to $26.6
million for the quarter ended March 31, 1999. The operating margin decreased in
the quarter ended March 31, 2000 to 17.3% of net revenues from 22.1% for the
comparable 1999 period. Increased corporate and deferred compensation expenses
described below, contributed to the lower operating margin in the March 31, 2000
quarter.
8
<PAGE> 9
Horseshoe Tunica
Horseshoe Tunica contributed net revenues of $64.8 million for the
quarter ended March 31, 2000 and $59.5 million for the quarter ended March 31,
1999. The increase in net revenues is primarily due to an increase in slot
volume. Horseshoe Tunica's net revenues include casino revenues and non-casino
revenues of $62.0 million and $2.8 million, respectively, for the quarter ended
March 31, 2000 and $57.2 million and $2.3 million, respectively, for the quarter
ended March 31, 1999. Casino revenue per day increased approximately 7.4% in the
quarter ended March 31, 2000 to $682,000 from $635,000 for the comparable 1999
period.
Operating income before corporate expenses for the quarter ended March
31, 2000 was $20.4 million compared to $16.2 million for the quarter ended March
31, 1999. The operating margin for the quarter ended March 31, 2000 was 31.5% of
net revenues compared to 27.2% for the quarter ended March 31, 1999. The
increase in operating margins is directly attributed to the increase in slot
volume.
Horseshoe Bossier City
Horseshoe Bossier City contributed net revenues of $65.3 million for
the quarter ended March 31, 2000 and $60.7 million for the quarter ended March
31, 1999. The increase in net revenues was primarily due to an increase in slot
volume with a small increase in table games volume but offset by the closing of
the poker room early in the first quarter of 2000 to make room for approximately
200 additional slot machines. Net revenues include casino revenues and
non-casino revenues of $59.8 million and $5.5 million, respectively, for the
quarter ended March 31, 2000 and $55.5 million and $5.2 million, respectively,
for the quarter ended March 31, 1999. Casino revenue per day increased
approximately 6.5% in the quarter ended March 31, 2000 to $657,000 from $617,000
for the comparable 1999 period.
Operating income before corporate expenses for the quarter ended March
31, 2000 was $12.4 million compared to $11.5 million for the quarter ended March
31, 1999. The operating margin for the quarter ended March 31, 2000 was 19.0% of
net revenues, compared with 19.0% for the quarter ended March 31, 1999. The
increase in operating income is the result of increased gaming revenues in the
first quarter of 2000 as compared to the first quarter of 1999.
Empress Joliet
Empress Joliet contributed net revenues of $63.0 million for the
quarter ended March 31, 2000. Net revenues include casino revenues and
non-casino revenues of $59.7 million and $3.3 million, respectively, for the
quarter ended March 31, 2000. Casino revenue per day was approximately $656,000
for the quarter ended March 31, 2000.
Empress Joliet's operating income before corporate expenses for the
quarter ended March 31, 2000 was $17.0 million. The operating margin for the
quarter ended March 31, 2000 was 26.9% of net revenues.
Empress Hammond
Empress Hammond contributed net revenues of $64.8 million for the
quarter ended March 31, 2000. Net revenues include casino revenues and
non-casino revenues of $62.7 million and $2.1 million, respectively, for the
quarter ended March 31, 2000. Casino revenue per day was approximately $689,000
for the quarter ended March 31, 2000.
Empress Hammond's operating income before corporate expenses for the
quarter ended March 31, 2000 was $15.6 million. The operating margin for the
quarter ended March 31, 2000 was 24.0% of net revenues.
9
<PAGE> 10
Other
Corporate expenses increased approximately $5.8 million in the first
quarter of 2000 as compared to the first quarter of 1999, primarily due to
increased legal and professional fees and charges related to the relocation of
the corporate headquarters to Joliet, Illinois, including the expansion of the
corporate staff to accommodate the Empress acquisition. The Company anticipates
additional relocation costs during the second quarter of 2000.
Deferred compensation expense increased approximately $7.9 million for
the quarter ended March 31, 2000 compared to the quarter ended March 31, 1999
due to an increase in the valuation of ownership interests due to the Empress
acquisition.
The increase in consolidated depreciation and amortization expense of
$11.4 million in the first quarter of 2000 as compared to the first quarter of
1999, is primarily attributable to depreciation on the two new properties added
in the Empress acquisition along with the amortization of the goodwill
associated with the Empress acquisition. In addition, interest expense increased
$14.5 million in the first quarter of 2000 as compared to the comparable period
in the prior year due to increased borrowings necessary to fund the Empress
acquisition.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had cash and cash equivalents of $95.7
million. During the first quarter of 2000, cash provided by operating activities
was $68.4 million and net cash used in investing activities was $10.9 million.
During the quarter, the Company repaid $237.0 million of long-term debt,
received $159.0 million in proceeds from restricted cash and paid capital
distributions of $1.6 million for a net total of approximately $80.0 million
used in financing activities. The Company believes that the Company's cash and
cash equivalents on hand, cash from operations and available borrowing capacity
under its existing revolving credit facility will be adequate to meet the
Company's debt service obligations and maintenance capital expenditures
commitments for the next twelve months.
SUBSEQUENT EVENTS
On April 1, 2000, the Company agreed to repurchase ownership interests
of approximately 1.0% of the Company from two owners totaling $10.9 million.
After deducting for amounts previously advanced to the owners, the remaining
balance of $7.1 million will be paid on various dates through April 30, 2005.
On April 14, 2000, an additional tax distribution dividend of $11.6
million was made to the stockholders of the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As of March 31, 2000 there were no material changes to the information
incorporated by reference in Item 7A of the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999.
10
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PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit
Number Description
------ -----------
3.1# Certificate of Incorporation of Horseshoe Gaming Holding Corp.
3.2# By-laws of Horseshoe Gaming Holding Corp.
10.1 Purchase Agreement dated April 1, 2000, between Horseshoe
Gaming Holding Corp. and Walter J. Haybert
10.2 Promissory Note dated April 1, 2000, between Horseshoe Gaming
Holding Corp. and Walter J. Haybert
10.3 Purchase Agreement dated April 1, 2000, between Horseshoe
Gaming Holding Corp. and G.A. Robinson, III
10.4 Promissory Note dated April 1, 2000, between Horseshoe Gaming
Holding Corp. and G.A. Robinson, III
27 Financial Data Schedule
- -------------
# Filed as an Exhibit to Horseshoe Gaming Holding Corp.'s Form
S-4 Registration Statement filed on June 15, 1999.
Reports on Form 8-K filed during the quarter:
On February 11, 2000 Form 8-K/A was filed to amend the December
16, 1999 Form 8-K to include the financial statements of Empress
Entertainment, Inc.
11
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HORSESHOE GAMING HOLDING CORP.
a Delaware corporation
Date: May 12, 2000 By: /s/ Kirk C. Saylor
--------------------------------------
Kirk C. Saylor
Chief Financial Officer and Treasurer
(Principal Financial Officer)
12
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1# Certificate of Incorporation of Horseshoe Gaming Holding Corp.
3.2# By-laws of Horseshoe Gaming Holding Corp.
10.1 Purchase Agreement dated April 1, 2000, between Horseshoe
Gaming Holding Corp. and Walter J. Haybert
10.2 Promissory Note dated April 1, 2000, between Horseshoe Gaming
Holding Corp. and Walter J. Haybert
10.3 Purchase Agreement dated April 1, 2000, between Horseshoe
Gaming Holding Corp. and G.A. Robinson, III
10.4 Promissory Note dated April 1, 2000, between Horseshoe Gaming
Holding Corp. and G.A. Robinson, III
27 Financial Data Schedule
- -------------
# Filed as an Exhibit to Horseshoe Gaming Holding Corp.'s Form
S-4 Registration Statement filed on June 15, 1999.
<PAGE> 1
EXHIBIT 10.1
PURCHASE AGREEMENT
PURCHASE AGREEMENT dated and effective as of the 1st day of April, 2000
(this "Agreement"), between Horseshoe Gaming Holding Corp., a Delaware
corporation ("Horseshoe"), and Walter J. Haybert ("Seller").
RECITALS:
A. Horseshoe is a casino owner/operator with its principal office in
Joliet, Illinois.
B. Seller is the current owner of a 145.605191 shares of Horseshoe (the
"Ownership Interest") and a capital account having a balance of $372,976 (the
"Capital Account").
C. In connection with the Acquisition, Seller desires to sell and
Horseshoe believes it is in its best interest to acquire from Seller the
Ownership Interest and any rights or claim to the Capital Account associated
with the Ownership Interest.
D. Horseshoe and Seller have agreed that the fair market value of the
Ownership Interest plus the payout of the Capital Account is SIX MILLION FOUR
HUNDRED AND SEVENTY SEVEN THOUSAND AND SIX HUNDRED AND EIGHTY THREE DOLLARS AND
SEVENTY FOUR CENTS ($6,477,683.74).
E. Seller previously received an initial payment of $1,366,923.00 and a
loan against his ownership equal to $610,000 plus outstanding interest of
$98,660.24 for a total advance of $2,075,583.24 ("Advance").
NOW, THEREFORE, in consideration of the premises and each act performed
by either party hereto, the parties agree as follows:
1. Subject to the terms and conditions set forth herein, Seller agrees
to sell, transfer, convey, assign and deliver to Horseshoe, and Horseshoe agrees
to purchase, acquire and accept from Seller, the Ownership Interest, at the
price of $6,477,683.74 (the "Purchase Price"), payable by a promissory note of
Horseshoe, which is attached hereto (the "Promissory Note") in the amount of
$3,400,000, plus the Advance previously paid to Seller, plus $1,002,100.500, the
receipt of which is hereby acknowledged.
2. Seller hereby unconditionally releases and discharges Horseshoe from
any and all claims, known or unknown, directly or indirectly related to or in
any way connected with the Ownership Interest and any and all agreements in any
way connected with or related thereto other than this Agreement and the
Promissory Note. Seller acknowledges and agrees that following the consummation
of the transaction contemplated by this Agreement, Seller shall have no equity
ownership or any other
<PAGE> 2
interest in Horseshoe or any of its affiliates or subsidiaries nor will Seller
have rights of any kind to acquire an ownership interest in Horseshoe or any of
its affiliates or subsidiaries; the only rights Seller shall have will be to
enforce the terms of the Promissory Note.
3. Seller acknowledges that on April 14, 2000, Horseshoe made an
additional distribution to Seller as a result of further estimating taxable
income to Seller for 1999. To the extent the estimated total tax distributions
for the 1999 tax year exceeds necessary actual payments, Seller shall return the
excess to Horseshoe. If the estimated payment is insufficient to pay Seller's
taxes on account of Seller's taxable income attributable to his Ownership
Interest, Horseshoe shall distribute an additional amount to Seller to cover
such taxes.
4. Seller represents and warrants that Seller is the lawful record and
beneficial owner of the Ownership Interest, free and clear of any liens, claims,
encumbrances, marital property rights, security agreements, equities, options,
charges or restrictions of any kind.
5. This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and may be amended only by a writing signed
by each party hereto.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
7. This Agreement and the rights and obligations of the Company and the
Seller hereunder shall be governed by, and shall be construed and enforced in
accordance with, the internal laws of the State of New York (including Section
5-1401 of the General Obligations Law of the State of New York), without regard
to conflicts of laws principles.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.
9. Horseshoe, on the one hand, and Seller, on the other hand, shall pay
their respective fees and expenses incurred by them in connection with the
transaction contemplated herein.
10. Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms and provisions of
this Agreement in any other jurisdiction.
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
HORSESHOE GAMING HOLDING CORP.
By: /s/ Kirk Saylor
---------------------------------------------------
Kirk Saylor, Chief Financial Officer
Seller:
By: /s/ Walter J. Haybert
---------------------------------------------------
Walter J. Haybert
<PAGE> 1
EXHIBIT 10.2
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO OFFER, TRANSFER OR ASSIGNMENT OF
THIS NOTE MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATIONS OR UNLESS EXEMPTIONS
FROM SUCH REGISTRATIONS ARE AVAILABLE.
PROMISSORY NOTE
$ 3,400,000 Dated: April 1, 2000
FOR VALUE RECEIVED, the undersigned Horseshoe Gaming Holding Corp., a
Delaware corporation (the "Company"), hereby promises to pay to the order of
Walter J. Haybert, a Tennessee resident, or his successors and assigns
("Holder"), at the address specified in Section 7 herein, or at such other place
as Holder may direct, the principal amount of Three Million Four Hundred
Thousand Dollars ($3,400,000), plus interest, as provided herein.
1. PURCHASE AGREEMENT. This Note is issued pursuant to the terms and
conditions of a Purchase Agreement dated as of the date hereof (the "Purchase
Agreement"), between the Company and the Holder, as consideration for the
repurchase by the Company of 145.605191 shares of Holder's ownership interest in
the Company (the "Ownership Interest").
2. PRINCIPAL PAYMENT MATURITY. On August 1, 2001, Company shall pay
Holder $1,000,000 and thereafter the outstanding principal balance, together
with all accrued but unpaid interest, shall be payable on April 1, 2003
("Maturity Date"). Notwithstanding anything contained herein to the contrary,
Maker shall not be required to make said payment on August 1, 2001, if, after
satisfying all other required installments to repurchase ownership interest or
debt associated with the prior repurchase of equity of Maker or any of its
affiliates or subsidiaries ("Redemption Obligations"), the anticipated payment
to Holder would cause Maker to be in default, pursuant to the terms of any of
its trust indentures, notes, guarantees or other documents providing primary
institutional financing to Maker or any of its subsidiaries or affiliates
(collectively, the "Financing Documents"), or would cause the Chief Financial
Officer of Maker to reasonably foresee a default pursuant to the Financing
Documents. If Company fails to make said payment on August 1, 2001, Company
shall pay $1,000,000 to Seller as soon as possible thereafter after satisfying
all Redemption Obligations provided said payment will not cause a default under
the Financing Documents and would not cause the Chief Financial Officer of Maker
to reasonably foresee a default pursuant to the Financing Documents. In all
events, Make shall pay all sums due Holder under this Note on or before the
Maturity Date.
<PAGE> 2
3. INTEREST. The Company promises to pay simple interest on the
outstanding principal amount of this Note at a rate equal to 9% per annum (the
"Interest Rate") from April 1, 2000 until the maturity date of this or the
earlier acceleration of this Note pursuant to Section 6 of this Note, when all
accrued interest shall be immediately due and payable. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. Subject to the
terms of the Financing Documents and the various agreements entered into prior
to the date hereof to repurchase the interests of various former employees and
owners of the Company (the "Repurchase Agreements"), which, among other things,
do not permit the Company to make principal payments on the repurchase of the
Ownership Interest prior to the repayment in full of amounts due under the
Repurchase Agreements, the Company shall pay accrued interest quarterly on July
1, October 1, January 1 and April 1 of each year, beginning on July 1, 2000. To
the extent that the Company is not permitted to make interest payments under the
Financing Documents or the Repurchase Agreements, interest shall accrue and be
compounded at the Interest Rate until the earlier of the date such interest is
paid, the maturity date of this Note or the earlier acceleration of this Note
pursuant to Section 6 of this Note.
4. PREPAYMENT. Maker may prepay all or any portion of the unpaid
balance of the principal hereof, without premium or penalty. All sums received
in prepayment shall first be applied in payment of accrued but unpaid interest,
if any, and the excess shall be applied to payment of the principal due and
payable under Section 1 of this Note.
5. METHOD OF PAYMENT. Both principal and interest shall be paid by
Maker in lawful currency of the United States of America to Holder at the
address of Holder specified in Section 7 of this Note or at such other place as
Holder shall direct.
6. EVENTS OF DEFAULT. Each of the following constitutes an "Event of
Default" hereunder:
1. If after providing five (5) days written notice to Maker,
if principal of or interest on this Note is not paid within ten (10) days after
the Due Date thereof.
2. If after providing five (5) days written notice to Maker,
if the Maker is insolvent or generally fails to pay, or admits in writing the
Maker's inability to pay debts as they become due; or the Maker applies for,
consents to or acquiesces in the appointment of a trustee, receiver or other
custodian for the benefit of creditors; or, in the absence of such application,
consent or acquiescence, a trustee, receiver or other custodian is appointed for
the Maker or for a substantial part of the property or assets of the Maker and
is not discharged within sixty (60) days; or any bankruptcy, reorganization,
debt arrangement, or other case or proceeding under any bankruptcy or insolvency
law, or any dissolution or liquidation proceeding, is commenced in respect of
the Maker and if such case or proceeding is not commenced by the Maker it is
consented to or acquiesced in by the Maker or is such case or proceeding is not
vacated, stayed or dismissed within sixty (60) days of such commencement.
<PAGE> 3
7. REMEDIES UPON AN EVENT OF DEFAULT. If an Event of Default shall
occur, then Holder may, at his option, exercise any one or more of the following
rights and remedies:
1. The Holder may declare the entire unpaid amount of this
Note to be immediately due and payable without presentment, demand, protest or
notice of any kind, all of which the Maker expressly waives;
2. Holder shall be entitled to all of the rights and remedies
in accordance with, and as provided by, the terms of this Note; and
3. Holder may exercise from time to time any rights and
remedies available to it under all applicable laws, including, without
limitation, the Nevada Uniform Commercial Code.
In addition, the Holder shall be entitled to recover from the Maker all costs
and expenses, including reasonable attorneys' fees and court costs, incurred in
enforcing his rights hereunder. The rights and remedies of Holder stated herein
are cumulative to and not exclusive of any rights or remedies otherwise
available to Holder.
8. NOTICES. All notices, request, demands and other communications
under this Note shall be in writing and shall be deemed to have been duly given
on the date received if delivered personally to the party to whom notice is to
be given, or on the date of receipt if mailed by registered or certified mail,
return receipt requested, postage prepaid, to the following addresses:
If to the Maker, to: With a copy to:
Horseshoe Gaming Holding Corp. Dominic F. Polizzotto, Esq.
P.O. Box 2789 Ice, Miller, Donadio & Ryan
Joliet, IL 60634-2789 One American Square, Box 82001
Attn: Chief Financial Officer Indianapolis, IN 46282-0002
If to the Holder, to:
Mr. Walter J. Haybert
9. MISCELLANEOUS.
(a) This Note shall in all respects be governed by and construed in
accordance with the laws of the State of Illinois without regard to conflicts of
law principles.
<PAGE> 4
(b) If more than one person shall be a Holder under this Note, all
rights of Holder under this Note and all determinations and actions of Holder
under this Note shall be exercised, made, taken by or only with the consent of
the Holders of a majority interest of the then outstanding principal amount of
this Note.
(c) Holder shall not (by act, delay, omission or otherwise) be deemed
to have waived any of its rights or remedies hereunder, or any provision hereof,
unless such waiver is in writing signed by Holder, and any such waiver shall be
effective only to the extent specifically set forth therein; and a waiver by
Holder of any right or remedy under this Note on any one occasion shall not be
construed as a bar to or waiver of any such right or remedy which Holder would
otherwise have has on any occasion. The Maker and any endorsers hereof waive
protest, demand, presentment, and notice of dishonor.
(d) Wherever possible, each provision of this Note which as been
prohibited by or hold invalid under applicable law shall be ineffective to the
extent of such prohibition or invalidity, but such prohibition or invalidity
shall not invalidate the remainder of such provision or the remaining provisions
of this Note.
(e) Wherever in this Note reference is made to Maker or Holder, such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns, legatees, heirs, executors, administrators
and legal representatives, as applicable, and, in the case of Holder, any future
holder of this Note, in any case as permitted by this Note. The provisions of
this Note shall be binding upon and shall inure to the benefit of such
successors, assigns, holders, legatees, heirs, executors, administrators and
legal representatives, as applicable.
IN WITNESS WHEREOF, Maker has executed, acknowledged, sealed and
delivered this Note as of the day and year first above written.
Horseshoe Gaming Holding Corporation
By: /s/ Kirk C. Saylor
--------------------------------------------
Kirk C. Saylor, Chief Financial Officer
<PAGE> 1
EXHIBIT 10.3
PURCHASE AGREEMENT
PURCHASE AGREEMENT dated and effective as of the 1st day of April, 2000
(this "Agreement"), between Horseshoe Gaming Holding Corp., a Delaware
corporation ("Horseshoe"), and G.A. Robinson III ("Seller").
RECITALS:
A. Horseshoe is a casino owner/operator with its principal office in
Joliet, Illinois.
B. Seller is the current owner of a 337.15 shares of Horseshoe (the
"Ownership Interest") and Seller has a capital account having a balance of
$1,062,713.66 (the "Capital Account").
C. In connection with the Acquisition, Seller desires to sell and
Horseshoe believes it is in its best interest to acquire from Seller a portion
of the Ownership Interest equal to 100 shares of Horseshoe and any rights or
claim to a capital account associated with the 100 shares (collectively, the
"Redeemed Ownership").
D. Horseshoe and Seller have agreed that the fair market value of the
Redeemed Ownership plus the payout of that position of Seller's Capital Account
associated with the Redeemed Ownership is FOUR MILLION FOUR HUNDRED AND FORTY
EIGHT THOUSAND AND EIGHT HUNDRED DOLLARS ($4,448,800.00).
NOW, THEREFORE, in consideration of the premises and each act performed
by either party hereto, the parties agree as follows:
1. Subject to the terms and conditions set forth herein, Seller agrees
to sell, transfer, convey, assign and deliver to Horseshoe, and Horseshoe agrees
to purchase, acquire and accept from Seller, the Redeemed Ownership, at the
price of $4,448,800.00 (the "Purchase Price"), payable by a promissory note of
Horseshoe, which is attached hereto (the "Promissory Note") in the amount of
$3,748,800 and $700,000 previously paid to Seller.
2. Seller hereby unconditionally releases and discharges Horseshoe from
any and all claims, known or unknown, directly or indirectly related to or in
any way connected with the Redeemed Ownership and any and all agreements in any
way connected with or related thereto other than this Agreement and the
Promissory Note. Seller acknowledges and agrees that following the consummation
of the transaction contemplated by this Agreement, other than 237.15 shares of
Horseshoe and the Capital Account associated with the 237.15 shares, Seller
shall have no equity ownership or any other interest in Horseshoe or any of its
affiliates or subsidiaries nor will Seller have
<PAGE> 2
rights of any kind to acquire an ownership interest in Horseshoe or any of its
affiliates or subsidiaries. Seller's Capital Account shall be reduced by
$318,205 representing a proportional reduction to his Capital Account as a
result of the sale of the Redeemed Ownership.
3. Seller acknowledges that on April 14, 2000, Horseshoe made an
additional distribution to Seller as a result of further estimating taxable
income to Seller for 1999. To the extent the estimated total tax distributions
for the 1999 tax year exceeds necessary actual payments, Seller shall return the
excess to Horseshoe. If the estimated payment is insufficient to pay Seller's
taxes on account of Seller's taxable income attributable to his Ownership
Interest, Horseshoe shall distribute an additional amount to Seller to cover
such taxes.
4. Seller represents and warrants that Seller is the lawful record and
beneficial owner of the Redeemed Ownership, free and clear of any liens, claims,
encumbrances, marital property rights, security agreements, equities, options,
charges or restrictions of any kind.
5. This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and may be amended only by a writing signed
by each party hereto.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.
7. This Agreement and the rights and obligations of the Company and the
Seller hereunder shall be governed by, and shall be construed and enforced in
accordance with, the internal laws of the State of Illinois, without regard to
conflicts of laws principles.
8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.
9. Horseshoe, on the one hand, and Seller, on the other hand, shall pay
their respective fees and expenses incurred by them in connection with the
transaction contemplated herein.
10. Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms and provisions of
this Agreement in any other jurisdiction.
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
HORSESHOE GAMING HOLDING CORP.
By: /s/ Kirk Saylor
---------------------------------------------------
Kirk Saylor, Chief Financial Officer
Seller:
By: /s/ G.A. Robinson, III
----------------------------------------------------
G.A. Robinson III
<PAGE> 1
EXHIBIT 10.4
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO OFFER, TRANSFER OR ASSIGNMENT OF
THIS NOTE MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATIONS OR UNLESS EXEMPTIONS
FROM SUCH REGISTRATIONS ARE AVAILABLE.
PROMISSORY NOTE
$ 3,748,800 Dated: April 1, 2000
FOR VALUE RECEIVED, the undersigned Horseshoe Gaming Holding Corp., a
Delaware corporation (the "Maker"), hereby promises to pay to the order of G.A.
Robinson III, a Tennessee resident, or his successors and assigns ("Holder"), at
the address specified in Section 7 herein, or at such other place as Holder may
direct, the principal amount of Three Million Seven Hundred and Forty-Eight
Thousand and Eight Hundred Dollars ($3,748,800), plus interest, as provided
herein.
1. PURCHASE AGREEMENT. This Note is issued pursuant to the terms and
conditions of a Purchase Agreement dated as of the date hereof (the "Purchase
Agreement"), between the Company and the Holder, as consideration for the
repurchase by the Company of 100 shares of Holder's ownership interest in the
Company (the "Ownership Interest").
2. PRINCIPAL PAYMENT MATURITY. The outstanding principal balance
hereunder shall be payable, together with all accrued but unpaid interest, shall
be payable on April 30, 2005 ("Maturity Date"); provided, however, from time to
time, Make shall prepay the maximum amount allowed, after making all payments on
account of all other required installments to repurchase ownership interest or
debt associated with the prior repurchase of equity of Maker or any of its
affiliates or subsidiaries, pursuant to the terms of any of its trust
indentures, notes, guarantees or other documents providing primary institutional
financing to Maker or any of its subsidiaries or affiliates (collectively, the
"Financing Documents"). Notwithstanding anything contained herein to the
contrary, Maker shall not be required to make prepayments, if, after satisfying
all other required installments to repurchase ownership interest or debt
associated with the prior repurchase of equity of Maker or any of its affiliates
or subsidiaries the anticipated payment to Holder would cause Make to be in
default under the Financing Documents or would cause the Chief Financial Officer
of Maker to reasonably foresee a default pursuant to the Financing Documents. In
all events, Make shall pay all sums due Holder under this Note on or before the
Maturity Date.
3. INTEREST. The Company promises to pay simple interest on the
outstanding principal amount of this Note at a rate equal to 9% per annum (the
"Interest Rate") from April 1, 2000 until the maturity date of this or the
earlier acceleration of this Note
<PAGE> 2
pursuant to Section 6 of this Note, when all accrued interest shall be
immediately due and payable. Interest shall be computed on the basis of a
360-day year of twelve 30-day months. Subject to the terms of the Financing
Documents and the various agreements entered into prior to the date hereof to
repurchase the interests of various former employees and owners of the Company
(the "Repurchase Agreements"), which, among other things, do not permit the
Company to make principal payments on the repurchase of the Ownership Interest
prior to the repayment in full of amounts due under the Repurchase Agreements,
the Company shall pay accrued interest semiannually on June 30 and December 31
of each year, beginning on June 30, 2000. To the extent that the Company is not
permitted to make interest payments under the Financing Documents or the
Repurchase Agreements, interest shall accrue and be compounded at the Interest
Rate until the earlier of the date such interest is paid, the maturity date of
this Note or the earlier acceleration of this Note pursuant to Section 6 of this
Note.
The principal and any unpaid installment of interest, as evidenced by
this Note, shall bear interest from the date of maturity (whether by demand,
acceleration or otherwise) until this Note is paid in full at 11% per annum.
In the event any principal or interest due hereunder shall not be paid
when due, and such default shall continue for a period of ten (10) days from the
date such payment shall have been due and payable (without regard to any cure or
grace period), including principal and accrued interest becoming due by reason
of acceleration of the entire unpaid balance of the Note, Maker agrees to pay to
the Holder a late fee equal to 1% of the amount overdue; provided that such late
charge shall be reduced by the amount by which such charge, together with the
other sums payable under this Note constituting interest, exceeds the maximum
rate Holder is permitted to charge under applicable law.
4. PREPAYMENT. Maker may prepay all or any portion of the unpaid
balance of the principal hereof, without premium or penalty. All sums received
in prepayment shall first be applied in payment of accrued but unpaid interest,
if any, and the excess shall be applied to payment of the principal due and
payable under Section 1 of this Note.
5. METHOD OF PAYMENT. Both principal and interest shall be paid by
Maker in lawful currency of the United States of America to Holder at the
address of Holder specified in Section 7 of this Note or at such other place as
Holder shall direct.
6. EVENTS OF DEFAULT. Each of the following constitutes an "Event of
Default" hereunder:
1. If after providing five (5) days written notice to Maker,
if principal of or interest on this Note is not paid within ten (10) days after
the Due Date thereof.
2. If after providing five (5) days written notice to Maker,
if the Maker is insolvent or generally fails to pay, or admits in writing the
Maker's inability to pay debts as they become due; or the Maker applies for,
consents to or acquiesces in the appointment of a trustee, receiver or other
custodian for the benefit of creditors; or, in the
<PAGE> 3
absence of such application, consent or acquiescence, a trustee, receiver or
other custodian is appointed for the Maker or for a substantial part of the
property or assets of the Maker and is not discharged within sixty (60) days; or
any bankruptcy, reorganization, debt arrangement, or other case or proceeding
under any bankruptcy or insolvency law, or any dissolution or liquidation
proceeding, is commenced in respect of the Maker and if such case or proceeding
is not commenced by the Maker it is consented to or acquiesced in by the Maker
or is such case or proceeding is not vacated, stayed or dismissed within sixty
(60) days of such commencement.
7. REMEDIES UPON AN EVENT OF DEFAULT. If an Event of Default shall
occur, then Holder may, at his option, exercise any one or more of the following
rights and remedies:
1. The Holder may declare the entire unpaid amount of this
Note to be immediately due and payable without presentment, demand, protest or
notice of any kind, all of which the Maker expressly waives;
2. Holder shall be entitled to all of the rights and remedies
in accordance with, and as provided by, the terms of this Note; and
3. Holder may exercise from time to time any rights and
remedies available to it under all applicable laws, including, without
limitation, the Nevada Uniform Commercial Code.
In addition, the Holder shall be entitled to recover from the Maker all costs
and expenses, including reasonable attorneys' fees and court costs, incurred in
enforcing his rights hereunder. The rights and remedies of Holder stated herein
are cumulative to and not exclusive of any rights or remedies otherwise
available to Holder.
8. NOTICES. All notices, request, demands and other communications
under this Note shall be in writing and shall be deemed to have been duly given
on the date received if delivered personally to the party to whom notice is to
be given, or on the date of receipt if mailed by registered or certified mail,
return receipt requested, postage prepaid, to the following addresses:
If to the Maker, to: With a copy to:
Horseshoe Gaming Holding Corp. Dominic F. Polizzotto, Esq.
P.O. Box 2789 Ice, Miller, Donadio & Ryan
Joliet, IL 60634-2789 One American Square, Box 82001
Attn: Chief Financial Officer Indianapolis, IN 46282-0002
If to the Holder, to:
Mr. G.A. Robinson III Lawson F. Apperson, Esq.
100 North Main Street Wyatt, Tarrant & Combs
Suite 3100 P.O. Box 775000
Memphis, TN 38103 Memphis, Tennessee 38177-5000
<PAGE> 4
9. MISCELLANEOUS.
(a) This Note shall in all respects be governed by and construed in
accordance with the laws of the State of Illinois without regard to conflicts of
law principles.
(b) If more than one person shall be a Holder under this Note, all
rights of Holder under this Note and all determinations and actions of Holder
under this Note shall be exercised, made, taken by or only with the consent of
the Holders of a majority interest of the then outstanding principal amount of
this Note.
(c) Holder shall not (by act, delay, omission or otherwise) be deemed
to have waived any of its rights or remedies hereunder, or any provision hereof,
unless such waiver is in writing signed by Holder, and any such waiver shall be
effective only to the extent specifically set forth therein; and a waiver by
Holder of any right or remedy under this Note on any one occasion shall not be
construed as a bar to or waiver of any such right or remedy which Holder would
otherwise have has on any occasion. The Maker and any endorsers hereof waive
protest, demand, presentment, and notice of dishonor.
(d) Wherever possible, each provision of this Note which as been
prohibited by or hold invalid under applicable law shall be ineffective to the
extent of such prohibition or invalidity, but such prohibition or invalidity
shall not invalidate the remainder of such provision or the remaining provisions
of this Note.
(e) Wherever in this Note reference is made to Maker or Holder, such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns, legatees, heirs, executors, administrators
and legal representatives, as applicable, and, in the case of Holder, any future
holder of this Note, in any case as permitted by this Note. The provisions of
this Note shall be binding upon and shall inure to the benefit of such
successors, assigns, holders, legatees, heirs, executors, administrators and
legal representatives, as applicable.
IN WITNESS WHEREOF, Maker has executed, acknowledged, sealed and
delivered this Note as of the day and year first above written.
Horseshoe Gaming Holding Corporation
By: /s/ Kirk Saylor
-----------------------------------------
Kirk Saylor, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 95,717
<SECURITIES> 0
<RECEIVABLES> 25,599
<ALLOWANCES> 9,439
<INVENTORY> 3,981
<CURRENT-ASSETS> 125,855
<PP&E> 723,266
<DEPRECIATION> 182,220
<TOTAL-ASSETS> 1,222,247
<CURRENT-LIABILITIES> 144,071
<BONDS> 1,021,958
0
0
<COMMON> 25
<OTHER-SE> 45,019
<TOTAL-LIABILITY-AND-EQUITY> 1,222,247
<SALES> 0
<TOTAL-REVENUES> 258,258
<CGS> 0
<TOTAL-COSTS> 193,539
<OTHER-EXPENSES> 20,012
<LOSS-PROVISION> 1,075
<INTEREST-EXPENSE> 24,779
<INCOME-PRETAX> 20,483
<INCOME-TAX> 0
<INCOME-CONTINUING> 20,483
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,483
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
