CASINO AMERICA INC
10-Q/A, 1996-10-01
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
    
                                  FORM 10-Q/A     


(Mark One)

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                 July 31, 1996
                              ------------------------------------------------

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the transition period from
                               -----------------------------------------------
Commission File Number:                                     0-20538
                        ------------------------------------------------------

                             Casino America, Inc.
- ------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Delaware                            41-1659606
- ------------------------------------------------------------------------------
        (State of Incorporation)        (IRS Employer Identification No.)

711 Washington Loop, Second Floor, Biloxi, Mississippi        39530
- ----------------------------------------------------------------------
    (Address of principal executive offices)                (Zip Code)

                                (601) 436-7000
- -------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (a) 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 
         -----      ------

Shares of Common Stock outstanding at September 9, 1996: 23,257,537
                                                         ----------
<PAGE>
 
                              CASINO AMERICA, INC.
                                   FORM 10-Q
                                     INDEX
    
<TABLE> 
<CAPTION> 
Part I -  FINANCIAL  INFORMATION
<S>       <C>                                                            <C> 
          Item 1.  Financial Statements
                   Consolidated Balance Sheets,
                    July 31, 1996 (unaudited) and
                    April 30, 1996                                       1-2
                   Consolidated Statements of
                    Income for the Three Months
                    Ended July 31, 1996 and 1995
                    (unaudited)                                            3
                   Consolidated Statements of
                    Cash Flows for the Three Months
                    Ended July 31, 1996 and 1995
                    (unaudited)                                          4-5
                   Notes to Unaudited Consolidated
                    Financial Statements                                 6-11
          SIGNATURES                                                     12
 
</TABLE>     
 
<PAGE>
 
                     CASINO AMERICA, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE> 
<CAPTION> 
                                                            JULY 31, 1996   APRIL 30, 1996
                                                            -------------   --------------    
                                                             (UNAUDITED)
<S>                                                         <C>             <C>           
ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                    $ 22,279,000  $ 18,585,000  
  Accounts receivable:
    Related parties                                               1,259,000     3,171,000
    Other                                                         3,130,000     1,764,000
  Deferred income taxes                                           1,001,000     1,001,000
  Prepaid expenses and other assets                               2,591,000     2,858,000
                                                               ------------  ------------
TOTAL CURRENT ASSETS                                             30,260,000    27,379,000
                                                               ------------  ------------
PROPERTY AND EQUIPMENT:
  Land and improvements                                          25,497,000    25,485,000
  Leasehold improvements                                         50,813,000    50,130,000
  Buildings and improvements                                      6,282,000     6,099,000
  Riverboats and floating pavilions                              66,830,000    33,591,000
  Furniture, fixtures and equipment                              48,299,000    35,835,000
  Construction in progress                                           33,000       375,000
                                                               ------------  ------------
                                                                197,754,000   151,515,000
  Less: Accumulated depreciation                                 25,435,000    22,209,000
                                                               ------------  ------------
Property and equipment net                                      172,319,000   129,306,000
                                                               ------------  ------------
OTHER ASSETS:
  Investment in and advances to joint ventures                   51,647,000    34,281,000
  Notes receivable - related party                                4,700,000     4,700,000
  Other investments                                               2,250,000     2,250,000
  Property held for development or sale                          15,840,000    15,840,000
  Goodwill, net of accumulated amortization of
   $36,000 and $-0-, respectively                                16,652,000            --
  Berthing, concession and leasehold rights, net of
   accumulated amortization of $1,288,000 and
   $1,209,000 respectively                                        4,981,000     5,060,000
  Deferred financing costs, net of accumulated amortization
   of $1,416,000 and $1,229,000, respectively                     5,509,000     4,327,000
  Prepaid expenses                                                  915,000       743,000
  Deposits and other                                              1,136,000     2,588,000
                                                               ------------  ------------
                                                                103,630,000    69,789,000
                                                               ------------  ------------ 
TOTAL ASSETS                                                   $306,209,000  $226,474,000
                                                               ============  ============
</TABLE>
           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       1
<PAGE>
 
                     CASINO AMERICA, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                             JULY 31, 1996     APRIL 30, 1996
                                             -------------     -------------- 
                                              (UNAUDITED)
<S>                                          <C>              <C> 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
 Current maturities of long-term debt        $ 16,923,000       $  8,884,000
 Accounts payable:
   Trade                                        7,510,000          6,169,000
   Related parties                              3,013,000              --
 Accrued liabilities:
   Interest                                     2,887,000          5,802,000
   Payroll and payroll related                  6,849,000          6,333,000
   Property and other taxes                     5,529,000          6,880,000
   Progressive jackpots and slot
    club awards                                 1,851,000          1,851,000
   Other                                        2,377,000          2,392,000
                                             ------------       ------------
TOTAL CURRENT LIABILITIES                      46,939,000         38,311,000
                                             ------------       ------------
 
LONG-TERM DEBT, NET OF CURRENT MATURITIES     155,812,000        130,894,000
                                             ------------       ------------
 
DEFERRED INCOME TAXES                           6,999,000          6,999,000
                                             ------------       ------------
 
STOCKHOLDERS' EQUITY
 Preferred stock, $0.01 par value; 2,000,000
  shares authorized; none issued                    --                 --
 Common stock, $0.01 par value; 45,000,000
  shares authorized; shares issued and
  outstanding: 22,572,751 and
  16,038,882, respectively                        226,000            160,000
 Class B common stock, $0.01 par value;
  3,000,000 shares authorized; none issued          --                 --
 Additional paid-in capital                    57,063,000         13,857,000
 Retained earnings                             39,170,000         36,253,000
                                             ------------       ------------
TOTAL STOCKHOLDERS' EQUITY                     96,459,000         50,270,000
                                             ------------       ------------
 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $306,209,000       $226,474,000
                                             ============       ============
</TABLE>


           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.




                                       2
<PAGE>
 
                     CASINO AMERICA, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                         Three Months Ended July 31
                                                            1996           1995
                                                        -------------  -------------
<S>                                                     <C>            <C>
 
REVENUE:
 Casino                                                  $37,474,000    $29,195,000
 Rooms                                                     2,183,000             --
 Management fee - joint ventures                           2,012,000      1,215,000
 Pari-mutuel commissions and fees                          3,386,000             --
 Food, beverage and other                                  3,062,000      2,008,000
                                                         -----------    -----------
TOTAL REVENUE                                             48,117,000     32,418,000
                                                         -----------    -----------
 
OPERATING EXPENSES:
 Casino                                                   14,466,000     10,428,000
 Rooms                                                       858,000             --
 Gaming taxes                                              4,948,000      3,587,000
 Pari-mutuel                                               2,910,000             --
 Food and beverage                                         2,110,000      1,909,000
 Marine and facilities                                     2,975,000      2,075,000
 Marketing and administrative                              9,870,000      8,134,000
 Preopening expenses                                       1,984,000      1,290,000
 Depreciation and amortization                             3,373,000      2,628,000
                                                         -----------    -----------
TOTAL OPERATING EXPENSES                                  43,494,000     30,051,000
                                                         -----------    -----------
 
OPERATING INCOME                                           4,623,000      2,367,000
 
INTEREST EXPENSE                                          (4,684,000)    (3,166,000)
INTEREST INCOME:
 Related parties                                             203,000         24,000
 Other                                                       119,000        280,000
EQUITY IN INCOME OF UNCONSOLIDATED JOINT VENTURES          4,279,000      4,702,000
                                                         -----------    -----------
INCOME BEFORE INCOME TAXES                                 4,540,000      4,207,000
 
INCOME TAX PROVISION                                       1,623,000      1,873,000
                                                         -----------    -----------
 
NET INCOME                                               $ 2,917,000    $ 2,334,000
                                                         ===========    ===========
 
NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE              $0.14          $0.15
 
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES      20,666,000     15,995,000
 
</TABLE>
           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       3
<PAGE>
 
                     CASINO AMERICA, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE> 
<CAPTION> 

                                                                             Three Months Ended July 31
                                                                              1996                1995
                                                                             --------------------------
<S>                                                                       <C>                 <C> 
Cash flows from operating activities
Net income                                                                $ 2,917,000         $  2,334,000
Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
    Depreciation and amortization                                           3,627,000            3,408,000
    Deferred income taxes                                                                          383,000
    Equity in income of unconsolidated joint ventures                      (4,279,000)          (4,702,000)
    Other                                                                      67,000               14,000   
    Changes in current assets and liabilities:
       Accounts receivable                                                    546,000            1,535,000
       Prepaid expenses and other assets                                      665,000             (389,000)
       Accounts payable                                                     4,354,000              254,000
       Accrued liabilities                                                 (3,765,000)          (3,297,000)
                                                                          -----------         ------------
Net cash provided by (used in) operating activities                         4,132,000             (460,000)
                                                                          -----------         ------------
 
Cash flows from investing activities
Purchases of property and equipment                                        (1,131,000)         (19,165,000)
Cash paid for acquisitions                                                 (8,192,000)                  --
Proceeds from disposals of property and equipment                                  --               60,000
Repayments from joint ventures                                                                   2,788,000
Decrease in restricted cash                                                        --            8,364,000
Deposits and other - net                                                    1,443,000              174,000
                                                                          -----------         ------------
Net cash used in investing activities                                      (7,880,000)          (7,779,000)
                                                                          -----------         ------------
 
Cash flows from financing activities
Proceeds from borrowings                                                    1,000,000            2,000,000
Principal payments on borrowings                                           (6,292,000)          (1,615,000)
Deferred financing costs                                                   (1,369,000)          (1,333,000)
Proceeds from sale of stock and exercise of options                        14,103,000              190,000
                                                                          -----------         ------------
Net cash provided by (used in) financing activities                         7,442,000             (758,000)
                                                                          -----------         ------------
 
Net increase (decrease) in cash and cash equivalents                        3,694,000           (8,997,000)
Cash and cash equivalents at beginning of period                           18,585,000           18,997,000
                                                                          -----------         ------------
Cash and cash equivalents at end of period                                $22,279,000         $ 10,000,000
                                                                          ===========         ============
</TABLE>

                                  (CONTINUED)

                                       4

<PAGE>
 
                     CASINO AMERICA, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                                                          Three Months Ended July 31
                                                           1996                 1995
                                                     -------------------------------------
<S>                                                        <C>            <C>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
 Interest, net of amounts capitalized                      $  7,345,000   $5,322,000
 Income taxes, net of refunds received                        3,185,000      656,000

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
 FINANCING ACTIVITIES
Notes payable and debt issued for:
 Land                                                                --    1,726,000
 Property and equipment                                         467,000    1,426,000
 Insurance premiums                                             573,000
Acquisitions:
 Debt assumed                                               (37,142,000)          --
 Stock issued                                               (27,852,000)          --
 Warrants issued                                             (1,250,000)          --
</TABLE>



           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       5
<PAGE>
 
                     CASINO AMERICA, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                  (UNAUDITED)

<TABLE>
<CAPTION>


                            Shares of              Additional                    Total
                             Common      Common      Paid-In      Retained   Stockholders'
                              Stock      Stock       Capital       Earnings      Equity
<S>                        <C>          <C>        <C>           <C>          <C>


Balance, April 30, 1996    16,038,882   $ 160,000  $13,857,000   $36,253,000  $50,270,000

 Issuance of common
 stock                      6,495,194      65,000   41,813,000                 41,878,000

 Issuance of warrants                                1,250,000                  1,250,000

 Exercise of stock
  options                      30,375       1,000       76,000                     77,000

 Issuance of common stock
  for compensation              8,300                   67,000                     67,000

 Net income                                                        2,917,000    2,917,000
                           ----------   ---------  -----------   -----------  -----------
Balance, July 31, 1996     22,572,751   $ 226,000  $57,063,000   $39,170,000  $96,459,000
                           ==========   =========  ===========   ===========  ===========
</TABLE>

           SEE NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.

                                       6
<PAGE>
 
                             CASINO AMERICA, INC.

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Summary of Significant Accounting Policies

          Basis of Presentation:

          Casino America, Inc. (the "Company") was incorporated as a Delaware
          corporation on February 14, 1990. The Company, through its
          subsidiaries, is engaged in the business of developing, owning, and
          operating riverboat and dockside casinos and related facilities. The
          Company has licenses to conduct gaming operations in Biloxi and
          Vicksburg, Mississippi through its subsidiaries, and in Bossier City
          and Lake Charles, Louisiana through unconsolidated joint ventures. 

          The accompanying unaudited consolidated financial statements have been
          prepared in accordance with generally accepted accounting principles
          for interim financial information and with the instructions to Form 
          10-Q and Article 10 of Regulation S-X. Accordingly, they do not
          include all of the information and footnotes required by generally
          accepted accounting principles for complete financial statements. In
          the opinion of management, all adjustments, consisting of normal
          recurring adjustments, considered necessary for a fair presentation
          have been included. Operating results for the three month period ended
          July 31, 1996 are not necessarily indicative of the results that may
          be expected for the year ending April 30, 1997. For further
          information, refer to the consolidated financial statements and
          footnotes thereto included in the Company's annual report on Form 10-K
          for the year ended April 30, 1996.

          Goodwill

          Goodwill principally represents the excess purchase price the Company
          paid in acquiring the net identifiable assets of Grand Palais
          Riverboat, Inc. ("GPRI"). The Company began amortizing these costs
          effective July 12, 1996 (commencement of operations) over a twenty-
          five-year period using the straight-line method. 

          Impact of Recently Issued Accounting Standards:

          In March 1995, the FASB issued Statement No. 121, Accounting for the
          Impairment of Long-Lived Assets and for Long-Lived Assets to be
          Disposed Of, which requires impairment losses to be recorded on long-
          lived assets used in operations when indicators of impairment are
          present and the undiscounted cash flows estimated to be generated by
          those assets are less than the assets carrying amount. Statement 121
          also addresses the accounting for long-lived assets that are expected
          to be disposed of. The Company adopted Statement 121 in the first
          quarter of fiscal 1997, and there was no material effect of adoption.

Note 2.   Business Acquisitions

          Purchase of GPRI and St. Charles Gaming Company ("SCGC")

                                       7
<PAGE>
 
          On May 3, 1996, the Company purchased all of the outstanding shares of
          common stock of GPRI in a bankruptcy proceeding (the "GPRI
          Acquisition"). Pursuant to the Plan of Reorganization adopted in such
          bankruptcy proceeding, the Company purchased 100% of the shares of the
          reorganized GPRI, which at the time of closing owned the Grand Palais
          Riverboat, gaming equipment, certain other furniture, fixtures and
          equipment, all necessary gaming licenses issued by the State of
          Louisiana, and other permits and authorizations. Commencing July 12,
          1996, the Company began operating the Grand Palais vessel as part of a
          two-riverboat operation with SCGC (the "Isle -- Lake Charles"). The
          aggregate consideration paid by the Company in connection with the
          GPRI Acquisition was approximately $60.8 million, consisting of
          approximately $7.5 million in cash, and $37.1 million in promissory
          notes and assumed indebtedness. The Company also issued 2,250,000
          shares of its common stock, and five-year warrants to purchase an
          additional 500,000 shares of common stock at an exercise price of $10
          per share, to GPRI's former secured debt holders.

          At the time of the GPRI Acquisition, the Company also purchased the
          remaining 50% interest in SCGC not already owned by Louisiana
          Riverboat Gaming Partnership ("LRGP") (the "SCGC Acquisition"), in
          exchange for 1,850,000 shares of the Company's common stock and a
          five-year warrant. The warrant allows the seller to convert up to
          $5,000,000 of its note payable to LRGP to 416,667 shares of common
          stock of the Company. The purchase agreement also provides for the
          restructuring of certain indebtedness owed to the seller.

          LRGP Acquisition

          On August 6, 1996, the Company acquired the remaining 50% interest in
          LRGP held by Louisiana River Site Development, Inc. The consideration
          for the LRGP Acquisition included (i) $85 million in cash, (ii) five-
          year warrants to purchase 500,000 shares of Common Stock at an
          exercise price of $10.50 per share and (iii) $1.5 million per year for
          seven years, payable monthly beginning on October 1, 1998.

          Pompano Park

          On June 30, 1995, the Company acquired 100% of Pompano Park
          the ("Pompano") acquisition, a harness racing track, for approximately
          $8,000,000 (the "Pompano Acquisition"). If casino gaming is legally
          permitted in Florida at the Pompano Park site by June 30, 2001, the
          Company is required to pay additional consideration to the seller
          amounting to $25,000,000 plus 5% of net gaming win, as defined. The
          probability of the Company paying such additional consideration is
          remote; however, if such payments are made in the future, they would
          be accounted for as additional purchase price and allocated to
          goodwill. Such goodwill will be amortized over a period to be
          determined at date of payment not to exceed 40 years.

          Proforma Information

          The SCGC Acquisition, the LRGP Acquisition, the GPRI Acquisition and
          the Pompano Acquisition have been accounted for by the Company using
          the purchase method of accounting, and the Company's proportionate
          share of the results of operations for each of the acquired companies
          has been included in the Company's results of operations from the
          respective dates of acquisition.

          The following unaudited pro forma condensed consolidated financial
          information for the three months ended July 31, 1996 gives effect to
          the SCGC Acquisition, the LRGP Acquisition and the GPRI Acquisition,
          as if such transactions had occurred on May 1, 1996. The unaudited
          pro forma condensed consolidated financial information for the three
          months ended July 31, 1995 gives effect to LRGP's purchase of a 50%
          interest in SCGC on

                                       8

<PAGE>
 
          June 9, 1995, the SCGC Acquisition, the LRGP Acquisition and the GPRI
          Acquisition, as if such transactions had occurred on May 1, 1995.
    
<TABLE> 
<CAPTION> 
                                                      Three Months Ended July 31,
                                                         1996             1995
                                                      ---------------------------
                    <S>                               <C>             <C> 
                    Total revenue                     $110,732,000    $72,351,000
                    Operating income                  $ 14,919,000    $ 7,887,000
                    Net income (loss)                 $  2,313,000      ($960,000)
                    Net income (loss) per common and
                      common equivalent share                $0.11         ($0.05)
</TABLE>      

          The pro forma financial information presented above does not purport
          to be indicative of the results of operations that actually would have
          been achieved if the operations were combined during the periods
          presented nor is it intended to be a projection of results or trends.
          Because the Company will consolidate LRGP and SCGC for reporting
          periods subsequent to the date of the LRGP Acquisition, the pro forma
          financial information has been presented on a consolidated basis. The
          pro forma operating results presented above do not give effect to the
          acquisition of Pompano because the pro forma effect of this
          acquisition would not be material to the operating results of the
          Company.

          The pre-bankruptcy business of GPRI consisted entirely of developing
          and operating the Grand Palais riverboat casino in New Orleans,
          Louisiana. The Grand Palais began gaming operations in New Orleans on
          March 29, 1995 and, due to poor operating results, ceased operations
          on June 6, 1995. GPRI was forced into involuntary bankruptcy on July
          26, 1995 and was completely non-operational between June 6, 1995 and
          the subsequent reopening of the Grand Palais at the Isle-Lake Charles
          on July 12, 1996. Other than amortization of the related goodwill and
          interest on debt incurred to effect the GPRI Acquisition, adjustments
          related to the pre-bankruptcy operations of GPRI have not been
          included in the pro forma results of operations for the three months
          ended July 31, 1995 because the pre-bankruptcy operations of GPRI were
          very limited and substantially different than the post-acquisition
          operations.

Note 3.   Operating Expenses

          The Isle of Capri Casino in Biloxi, Mississippi (the "Isle-Biloxi"),
          which originally opened on August 1, 1992, underwent a substantial
          reconfiguration of its existing casino complex and opened a new hotel
          and pavilion on August 1, 1995. The Company incurred $1,290,000 of
          preopening expenses in connection with the opening of this expanded
          facility during the three month period ended July 31, 1995.

          On July 12, 1996, GPRI commenced operations as part of a two-boat
          operation and recently expanded pavilion at the Isle-Lake Charles. The
          Company incurred $1,984,000 of preopening expenses in connection with
          the opening of GPRI during the three month period ended July 31, 1996.

Note 4.   Operating Results of Unconsolidated Joint Ventures

                                       9

<PAGE>
 
          The following are combined summarized operating results for the LRGP
          "Isle-Bossier City" and LRG Hotels, L.L.C. for the three month periods
          ended:

          <TABLE>
          <CAPTION>

                                   July 31, 1996   July 31, 1995
                                  --------------  --------------
          <S>                       <C>             <C>
          Total Revenue             $40,357,000     $40,253,000
          Operating Income          $ 8,048,000     $10,970,000
          Net Income                $ 7,938,000     $ 9,404,000
          </TABLE>

          The following are summarized operating results for the Isle-Lake
          Charles for the three month periods ended:

          <TABLE>
          <CAPTION>
                                     July 31, 1996   July 31, 1995
                                    --------------  --------------
          <S>                       <C>             <C>
          Total Revenue               $24,270,000     $  537,000
          Operating Income (loss)     $ 3,915,000    ($4,287,000)
          Net Income (loss)           $   268,000    ($1,880,000)
          </TABLE>

          Results for the quarter ended July 31, 1996, reflect income of
          $1,249,000 allocated to the Isle-Lake Charles under a Joint Operating
          Agreement between SCGC and GPRI. Under the May 3, 1996 agreement,
          income of the joint operation is allocated at 52.5% to GPRI and 47.5%
          to SCGC. Results for the quarter ended July 31, 1995 include
          preopening expenses of $4,196,000.


Note 5.   Long-term Debt

          On August 6, 1996, the Company issued $315,000,000 of 12 1/2% Senior
          Secured Notes due 2003 (the "Senior Secured Notes"). Interest on the
          Senior Secured Notes is payable semiannually on each February 1, and
          August 1, commencing February 1, 1997, through maturity.

          The Senior Secured Notes are redeemable at the option of the Company,
          in whole or in part, on or after August 1, 2000, at the redemption
          prices set forth in the indenture pursuant to which the Senior Secured
          Notes were issued (the "Indenture"), plus accrued interest.

          In the event of an adverse vote on the continuation of gaming in
          Bossier Parish or Calcasieu Parish, the Isle-Bossier City Cash Flow
          (as defined in the Indenture) and the Isle-Lake Charles Cash Flow (as
          defined in the Indenture), respectively, will be deposited into a
          collateral account pursuant to the Cash Sweep (as defined in the
          Indenture). At each such time as the Excess Louisiana Cash (as
          defined in the Indenture) in the collateral account equals $10
          million, the Company will be obligated to make an offer to purchase,
          at 100% of the principal amount of the Senior Secured Notes, plus
          accrued and unpaid interest, if any, to the date of repurchase, an
          amount of Senior Secured Notes equal to the Excess Louisiana Cash less
          the accrued and unpaid interest on such Senior Secured Notes.

                                      10
<PAGE>
 
          The Company's obligations under the Senior Secured Notes and the
          Indenture are jointly, severally and unconditionally guaranteed (the
          "Subsidiary Guarantees") on a senior secured basis by all existing and
          future Significant Restricted Subsidiaries (as defined in the
          Indenture) of the Company, subject to the receipt of the required
          approval of any applicable Gaming Authority. The obligations of the
          Restricted Subsidiaries under the Subsidiary Guarantees are guaranteed
          by the Company

          The Notes are secured by a first priority Lien on substantially all of
          the assets of the Company, and the Subsidiary Guarantees are secured
          by a first priority Lien on substantially all of the assets of the
          Subsidiary Guarantors, other than (i) the Isle-Biloxi Hotel, the Grand
          Palais and Pompano Park, as to which junior priority liens have been
          granted, and (ii) excluded assets (as defined in the Indenture).

          The Indenture contains certain covenants with respect to, among
          others, the following matters: (i) limitation on indebtedness, (ii)
          limitation on liens, (iii) limitation on restricted payments, (iv)
          limitation on dividends and other payment restrictions affecting
          affiliates, (v) limitation on asset sales and events of loss, (vi)
          limitation on disposition of stock of Restricted Subsidiaries, (vii)
          limitation on transactions with affiliates and (viii) restrictions on
          consolidations, mergers and transfers of assets.

          Part of the proceeds from the Senior Secured Notes were used to retire
          or defease $180,285,000 in long-term debt, including $105,000,000 of
          11 1/2% First Mortgage Notes due 2001, and accrued interest and other
          costs of $16,396,000, as well as to consummate the LRGP Acquisition.

Note 6.   Common Stock

          The Company's Board of Directors authorized the offering, on a pro-
          rata basis, of rights (the "Rights Offering") to purchase shares of
          the Company's common stock at a price of $5.875 per share at a ratio
          of approximately one share for every four shares owned to certain of
          its shareholders of record on March 15, 1996. At July 31, 1996,
          proceeds from the issuance of 2,395,194 shares of common stock from
          the Rights Offering totaled approximately $14,026,000, net of issuance
          costs of approximately $46,000.

          Employees exercised options to purchase 30,375 shares of the Company's
          common stock at prices between $0.89 and $5.33, for an aggregate
          amount of $77,000.

          On August 6, 1996 Crown Casino Corporation exercised rights to
          purchase 684,786 shares of the Company's common stock, for aggregate
          proceeds of approximately $4,023,000.

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<PAGE>



                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       CASINO AMERICA, INC.
 

    
Dated: October 1, 1996                 By: /s/ Rexford A. Yeisley
                                          -------------------------------------
                                          Rexford A. Yeisley
                                          Chief Financial Officer &
                                          (Duly Authorized Officer and
                                          Principal Financial Officer and
                                          Accounting Officer)

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