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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 2
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED APRIL 30, 1996
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 0-20538
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CASINO AMERICA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 41-1659606
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
711 Washington Loop, Biloxi, Mississippi 39530
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601) 436-7000
Securities Registered Pursuant To Section 12(b) Of The Act: None
Securities Registered Pursuant To Section 12(g) Of The Act:
Common Stock, $.01 Par Value Per Share
(Title of Class)
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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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates/1/ of the
Company is $135,195,555, based on the last reported sale price of $8.25 per
share on June 28, 1996 on the Nasdaq National Market, multiplied by 16,387,340
shares of Common Stock outstanding and held by non-affiliates of the Company on
such date.
As of June 28, 1996, the Company had a total of 20,170,657 shares of Common
Stock outstanding.
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/1/"Affiliates" for the purpose of this item refer to the directors, executive
officers and/or persons owning 10% or more of the Company's common stock, both
of record and beneficially, as of June 28, 1996; however, this determination
does not constitute an admission of affiliate status for any of these individual
stockholders.
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INDEX
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PART IV....................................................... 1
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K................................ 1
SIGNATURES.................................................... 2
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PART IV
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents Filed as Part of this Report.
1. Financial Statements.
The following financial statements of the Company and Louisiana
Riverboat Gaming Partnership and reports of independent auditors
are included on pages 43 to 80 of this Form 10-K:
CASINO AMERICA, INC.
Report of Independent Auditors
Consolidated Balance Sheets - April 30, 1995 and 1996
Consolidated Statements of Income - Years ended April
30, 1994, 1995 and 1996
Consolidated Statements of Stockholders' Equity - Years
ended April 30, 1995, 1995 and 1996
Consolidated Statements of Cash Flows - Years ended
April 30, 1994, 1995 and 1996
Notes to Consolidated Financial Statements
LOUISIANA RIVERBOAT GAMING PARTNERSHIP
Report of Independent Auditors
Balance Sheets - April 30, 1995 and 1996
Statements of Operations - Years ended April 30, 1994,
1995 and 1996
Statements of Partners' Capital (Deficit) - Years ended
April 30, 1994, 1995 and 1996
Statements of Cash Flows - Years ended April 30, 1994,
1995 and 1996
Notes to Financial Statements
2. Financial Statements Schedules.
None required or applicable.
3. Exhibits.
A list of the exhibits included as part of this Form 10-K is set
forth in the Exhibit Index that immediately precedes such
exhibits, which is incorporated herein by reference.
(b) Reports on Form 8-K No current reports on Form 8-K were filed during
the fourth quarter ended April 30, 1996.
1
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CASINO AMERICA, INC.
Dated: September 5, 1996 By: /s/ Bernard Goldstein
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Bernard Goldstein, Chairman of the Board,
Chief Executive Officer, and Director
2
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER EXHIBIT
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3.1 Certificate of Incorporation of Casino America, Inc., as
amended.(5)
3.2 Bylaws of Casino America, Inc., as amended.(5)
4.1 Specimen Certificate of Common Stock.(2)
4.2 Warrant Agreement, dated as of November 1, 1993, between the
Company and Shawmut Bank Connecticut, National Association, as
Warrant Agent.(4)
4.3A Specimen Warrant Agreement with respect to warrants to purchase
900,000 shares of the Company's Common Stock.(3)
4.3B Form of Warrant Agreement with respect to warrants to purchase
500,000 shares of the Company's Common Stock.(11)
4.4A Warrant, dated June 9, 1995, of Crown Casino Corporation to
purchase up to 416,667 shares of Common Stock of Casino America,
Inc.(7)
4.4B Warrant, dated May 3, 1996, of Crown Casino Corporation to
purchase up to 416,667 shares of Common Stock of Casino America,
Inc.(8)
4.5 Indenture dated November 1, 1993 between the Company and Shawmut
Bank Connecticut, National Association, as Trustee.(4)
4.5A First Supplemental Indenture dated as of April 29, 1994 between
the Company and Shawmut Bank Connecticut, National Association, as
Trustee.(4)
4.5B Second Supplemental Indenture dated as of March 8, 1995 between
the Company and Shawmut Bank Connecticut, National Association, as
Trustee.(7)
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EXHIBIT
NUMBER EXHIBIT
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4.5C Third Supplemental Indenture dated as of May 3, 1996 between the
Company and Fleet National Bank, as Trustee.(8)
4.6 Casino America, Inc. hereby agrees to furnish to the Securities
and Exchange Commission, upon its request, the instruments
defining the rights of holders of long term debt where the total
amount of securities authorized thereunder does not exceed 10% of
Casino America, Inc.'s total consolidated assets.
10.1 Amended and Restated Berth Rental Agreement dated May 12, 1992
between the Biloxi Port Commission and Riverboat Corporation of
Mississippi.(2)
10.2 Biloxi Waterfront Project Lease dated May 12, 1986 with Point
Cadet Development Corporation.(2)
10.3 Addendum to Lease Agreement, dated August 1, 1992, between the
City of Biloxi, Mississippi, Point Cadet Development Corporation,
and Riverboat Corporation of Mississippi.(4)
10.3A Second Addendum to Lease, dated April 9, 1994, by and between the
City of Biloxi, Mississippi, Point Cadet Development Corporation,
the Biloxi Port Commission and Riverboat Corporation of
Mississippi.(4)
10.3B Third Addendum to Casino Lease, dated April 26, 1995, by and
between the City of Biloxi, Mississippi, Point Cadet Development
Corporation, the Biloxi Port Commission and Riverboat Corporation
of Mississippi.(7)
10.4 Declaration of Shared Facilities Agreement for the Isle of Capri
Casino and Hotel, Biloxi, Mississippi, dated as of April 26, 1995,
made by Riverboat Corporation of Mississippi.(7)
10.5 Intercreditor Agreement, dated as of May 1, 1995, by and among The
Peoples Bank, Shawmut Bank of Connecticut, N.A. and Riverboat
Corporation of Mississippi.(7)
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EXHIBIT
NUMBER EXHIBIT
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10.6 Agreement for Sale and Purchase by and between the Company and
Pompano Park Associates, Limited Partnership, dated as of
November 8, 1994.(7)
10.6A Variable Gaming Adjustment Covenant made as of June 30, 1995 by
PPI, Inc. in favor of Pompano Park Associates, Limited
Partnership.(7)
*10.7 Casino America, Inc. 1992 Stock Option Plan.(1)
*10.8 Casino America, Inc. 1992 Stock Option Plan Amendment.(3)
*10.9 Casino America, Inc. 1993 Stock Option Plan, as amended.(7)
*10.10 Casino America, Inc. description of Employee Bonus Plan.(3)
10.11 Partnership Agreement dated January 4, 1993 of Louisiana Riverboat
Gaming Partnership.(3)
10.11A First Amendment to Partnership Agreement of Louisiana Riverboat
Gaming Partnership dated August 31, 1993.(5)
10.11B Second Amendment to Partnership Agreement of Louisiana Riverboat
Gaming Partnership dated April 20, 1995.(7)
10.12 Management Agreement dated January 4, 1993 between Riverboat
Services, Inc. and Louisiana Riverboat Gaming Partnership.(3)
10.13 Management Agreement dated as of March 2, 1995 between Riverboat
Services, Inc. and St. Charles Gaming Company, Inc.(7)
*10.14 Casino America, Inc. Retirement Trust and Savings Plan.(3)
10.15 Deed of Trust, Leasehold Deed of Trust, Assignment of Rents,
Fixture Filing, Security Agreement and Financing Statement, dated
as of November 15, 1993, in a Principal
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EXHIBIT
NUMBER EXHIBIT
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Amount of $105,000,000 by Riverboat Corporation of Mississippi to
J. Morton Matrick, as trustee for the benefit of Shawmut Bank
Connecticut, National Association, as Indenture Trustee.(4)
10.15A Deed of Trust, Leasehold Deed of Trust, Assignment of Rents,
Fixture Filing, Security Agreement and Financing Statement, dated
as of November 15, 1993, in a Principal Amount of $105,000,000 by
Riverboat Corporation of Mississippi to J. Morton Matrick, as
trustee for the benefit of Shawmut Bank Connecticut, National
Association, as Indenture Trustee.(4)
10.16 Security Agreement, dated November 16, 1993, from Casino America,
Inc. and The Collateral Grantors Party Thereto to Shawmut Bank
Connecticut, National Association, as Trustee.(4)
10.17 First Preferred Fleet Mortgage, dated November 15, 1993, by
Riverboat Corporation of Mississippi to Shawmut Bank Connecticut,
National Association, as Trustee.(4)
10.18 Security Agreement Supplement No. 2, dated January 4, 1994,
between the Company and Shawmut Bank Connecticut, National
Association, as Trustee.(4)
10.19 First Amendment to First Preferred Fleet Mortgage, dated January
6, 1994, by Riverboat Corporation of Mississippi to Shawmut Bank
Connecticut, National Association, as Trustee.(4)
*10.20 Director's Option Plan.(6)
*10.21 Consulting Agreement between the Company and William C.
Broadhurst.(6)
10.22 Biloxi Waterfront Project Lease dated April 9, 1994 by and between
the City of Biloxi, Mississippi and Riverboat Corporation of
Mississippi.(4)
10.22A First Amendment to Biloxi Waterfront Project Lease (Hotel Lease),
dated April 26, 1995, by and between
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EXHIBIT
NUMBER EXHIBIT
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Riverboat Corporation of Mississippi and the City of Biloxi,
Mississippi.(7)
10.23 Settlement Agreement, dated April 14, 1994, by and between the
City of Biloxi, Mississippi, Point Cadet Development Corporation,
Riverboat Corporation of Mississippi, the Company, Sea Harvest,
Inc. and Wayne Hicks and Terryss Hicks.(4)
*10.24 Employment Agreement dated March 21, 1994 between the Company and
Allan B. Solomon.(4)
*10.25 Agreement dated May 12, 1995 between the Company and Martin
Greenberg.(7)
10.26 Management Agreement dated December 23, 1994 between Riverboat
Corporation of Mississippi and Mississippi Innkeepers, Inc.(7)
10.27 Amended Stock Purchase Agreement dated as of June 2, 1995, among
Crown Casino Corporation, St. Charles Gaming Company, Inc. and
Louisiana Riverboat Gaming Partnership.(7)
10.28 Crowne Plaza Resort New Development License Agreement between
Holiday Inns Franchising, Inc. and Riverboat Corporation of
Mississippi, dated December 30, 1994.(7)
10.29 Security Agreement - Pledge dated as of June 9, 1995, between
Louisiana Riverboat Gaming Partnership and Crown Casino
Corporation.(7)
10.30 Shareholders Agreement, dated as of June 9, 1995 by and between
Crown Casino Corporation and Louisiana Riverboat Gaming
Partnership.(7)
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EXHIBIT
NUMBER EXHIBIT
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10.31 Agreement of Lease between Port Resources, Inc. and CRU, Inc., as
landlords and St. Charles Gaming Company, Inc., as tenant, of
certain land in Calcasieu Parish, Louisiana, dated March 24, 1995,
and amended by Amendment to Lease, dated May 3, 1995, Second
Amendment to Lease, dated May 16, 1995 and Third Amendment to
Lease, dated June 6, 1995, along with related Memorandum of
Lease.(7)
10.31A Agreement of Lease between Port Resources, Inc. and CRU, Inc., as
landlords and St. Charles Gaming Company, Inc., as tenant, of
certain land in Calcasieu Parish, Louisiana, dated July 17, 1995,
and amended by Amendment to Lease, dated July 17, 1995.(7)
10.32 Bareboat Charter Party Agreement dated as of March 20, 1995,
between Riverboat Chartering Company, L.C., and Riverboat
Corporation of Mississippi.(7)
10.33 Purchase Option Agreement, dated as of March 20, 1995, between
Riverboat Chartering Company, L.C. and Riverboat Corporation of
Mississippi.(7)
10.34 Guaranty Agreement, dated as of March 20, 1995, between Riverboat
Chartering Company, L.C. and Riverboat Corporation of
Mississippi.(7)
10.35 Development Agreement between St. Charles Gaming Company, Inc. and
Calcasieu Parish Police Jury dated June 5, 1995.(7)
10.36 Note Purchase Agreement, dated as of July 20, 1995, by and among
Louisiana Riverboat Gaming Partnership, St. Charles Gaming
Company, Inc., Nomura Holding America Inc. and First National Bank
of Commerce.(7)
10.37 Lease between Pompano Park Associates, Inc., as Lessor, and the
Company, as lessee, dated as of July 1, 1995.(7)
10.38 Ground Lease with Option to Purchase, dated February 9, 1995,
between Iron Dukes, Inc. and Isle of Capri Casino Colorado,
Inc.(7)
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EXHIBIT
NUMBER EXHIBIT
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10.39 Promissory Note dated June 29, 1995 by and between PPI, Inc. and
Capital Bank.(9)
10.40 Florida Real Estate Mortgage, Assignment of Rents, and Security
Agreement dated June 29, 1995 by and between PPI, Inc. and Capital
Bank.(9)
*10.41 Employment Agreement dated December 11, 1995 between Casino
America, Inc. and John M. Gallaway.(9)
*10.42 Employment Agreement dated December 11, 1995 between Casino
America, Inc. and Allan B. Solomon.(9)
*10.43 Employment Agreement dated December 22, 1995 by and between Casino
America, Inc. and Rexford A. Yeisley.(10)
10.44 Stock Purchase Agreement dated February 27, 1996 by and between
Casino America, Inc., on the one hand, and Bernard Goldstein,
Robert Goldstein, Richard Goldstein and Jeffrey Goldstein, on the
other hand.(10)
10.45 Stock Purchase and Sale Agreement pursuant to a Plan of
Reorganization dated December 29, 1995 between Casino America,
Inc. and Grand Palais Riverboat, Inc. with exhibits.(10)
10.46 Form of Stock Purchase Agreement dated January 19, 1996 by and
among Casino America, Inc. and Crown Casino Corporation, without
exhibits.(10)
10.47 Purchase Agreement, dated July 2, 1996, by and between CSNO, Inc.,
LRGP Holdings, Inc. and Louisiana River Site Development, Inc.(11)
10.48 Escrow Agreement, dated July 2, 1996, by and among LRGP Holdings,
Inc., Casino America, Inc., Louisiana River Site Development,
Inc., Louisiana Downs, Inc. and Boult, Cummings, Conners & Berry,
PLC.(11)
21 Subsidiaries of the Company.(11)
23.1 Consent of Ernst & Young LLP.(11)
27 Financial Data Schedule.
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(1) Filed as an exhibit to the Company's Current Report on Form 8-K filed
June 16, 1992 (File No. 0-20538), and incorporated into the Company's
Form 10-K for the year ended April 30, 1996, by reference.
(2) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1992 (File No. 0-20538), and incorporated
into the Company's Form 10-K for the year ended April 30, 1996, by
reference.
(3) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1993 (File No. 0-20538), and incorporated
into the Company's Form 10-K for the year ended April 30, 1996, by
reference.
(4) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1994 (File No. 0-20538), and incorporated
into the Company's Form 10-K for the year ended April 30, 1996, by
reference.
(5) Filed as an exhibit to the Company's Registration Statement on Form S-1
filed September 3, 1993, as amended (File No. 33-68434), and
incorporated into the Company's Form 10-K for the year ended April 30,
1996, by reference.
(6) Filed as an exhibit to the Company's Registration Statement on Form S-8
filed June 30, 1994 (File No. 33-80918), and incorporated into the
Company's Form 10-K for the year ended April 30, 1996, by reference.
(7) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1995 (File No. 0-20538), and incorporated
into the Company's Form 10-K for the year ended April 30, 1996, by
reference.
(8) Filed as an exhibit to the Company's Registration Statement on Form S-3
(No. 333-2610), and incorporated into the Company's Form 10-K for the
year ended April 30, 1996, by reference.
(9) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 31, 1995, and incorporated into the
Company's Form 10-K for the fiscal year ended April 30, 1996, by
reference.
(10) Filed as an exhibit to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended January 30, 1996, and incorporated into the
Company's Form 10-K for the fiscal year ended April 30, 1996, by
reference.
(11) Filed as an exhibit to the Company's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996, and incorporated into this Amendment
No. 2 to the Company's Annual Report on Form 10-K for the fiscal year
ended April 30, 1996, by reference.
* Management contract or compensatory plan.
10
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<LEGEND>
This schedule contains summary financial information extracted from Casino
America, Inc.'s Consolidated Financial Statements and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1995
<PERIOD-END> APR-30-1996
<CASH> 18,585
<SECURITIES> 0
<RECEIVABLES> 4,935
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 27,379
<PP&E> 151,515
<DEPRECIATION> 22,209
<TOTAL-ASSETS> 226,474
<CURRENT-LIABILITIES> 38,311
<BONDS> 130,894
<COMMON> 160
0
0
<OTHER-SE> 50,110
<TOTAL-LIABILITY-AND-EQUITY> 226,474
<SALES> 0
<TOTAL-REVENUES> 157,963
<CGS> 0
<TOTAL-COSTS> 84,385
<OTHER-EXPENSES> 70,385
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,293
<INCOME-PRETAX> 5,703
<INCOME-TAX> 4,148
<INCOME-CONTINUING> 1,555
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<NET-INCOME> 1,555
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
