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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 13, 1999
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HOLLYWOOD CASINO CORPORATION
HWCC-TUNICA, INC.
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(Exact name of each Registrant as specified in its charter)
DELAWARE 75-2352412
TEXAS 33-48887 75-2513808
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Two Galleria Tower, Suite 2200, 13455 Noel Road, Dallas, Texas 75240
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (972) 392-7777
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
On October 14, 1999, Hollywood Casino Corporation ("HCC") issued the press
release attached as Exhibit 99.1 to this Form 8-K relating to its acquisition
from third parties of management and consulting contracts on its Aurora and
Tunica casino properties.
The contracts were obtained through the acquisition for nominal
consideration of Pratt Casino Corporation ("PCC"), an indirect wholly owned
subsidiary of Greate Bay Casino Corporation ("GBCC"). Prior to December 31,
1996, GBCC was an approximately 80% owned subsidiary of HCC. On December 31,
1996, HCC distributed the common stock of GBCC owned by HCC to its shareholders.
On May 25, 1999, PCC and certain of its wholly owned subsidiaries filed for
protection under Chapter 11 of the United States Bankruptcy Code in the United
States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").
The acquisition of PCC by HCC was part of a restructuring of PCC and its
subsidiaries under a plan of reorganization confirmed by the Bankruptcy Court on
October 1, 1999. When acquired by HCC on October 13, 1999, PCC's assets
consisted of its limited partnership interest in a management contract for HCC's
casino in Aurora, Illinois and a consulting contract for HCC's casino in Tunica,
Mississippi valued in the aggregate at approximately $40.3 million. PCC's
liabilities consisted of an obligation in the amount of $40.3 million payable in
satisfaction of certain notes issued by a PCC subsidiary and guaranteed by PCC
which were in default. PCC's obligation was paid on October 14, 1999 with the
portion of proceeds from HCC's issue of $360 million of Senior Secured Notes
escrowed for such purpose.
Item 7. Exhibits
Exhibit
Number Description
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99.1 Press release of Hollywood Casino Corporation, dated October 14,
1999, announcing the acquisition of management and consulting
contracts.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOLLYWOOD CASINO CORPORATION
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Registrant
Date: October 22, 1999 By: /s/ Charles F. LaFrano III
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Charles F. LaFrano III
Vice President - Finance and
Principal Accounting Officer
HWCC-TUNICA, INC.
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Registrant
Date: October 22, 1999 By: /s/ Charles F. LaFrano III
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Charles F. LaFrano III
Vice President
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INDEX TO EXHIBITS
Exhibit
Number Description
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99.1 Press release of Hollywood Casino Corporation, dated October 14,
1999, announcing the acquisition of management and consulting
contracts.
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Exhibit 99.1
HOLLYWOOD CASINO CORPORATION
ACQUIRES MANAGEMENT AND CONSULTING CONTRACTS
Dallas, TX, October 14, 1999 - Hollywood Casino(R) Corporation (AMEX: HWD)
today announced the completion of the acquisition and termination of the
management contract associated with its Aurora, Illinois casino and the
consulting agreement associated with its Tunica, Mississippi casino. As a
result, Hollywood Casino will no longer be required to pay management and
consulting fees to third parties. The $40.3 million acquisition price was
financed using a portion of the proceeds from the Company's 11 1/4% Senior
Secured Notes issued in May 1999.
"The completion of this acquisition is a major milestone of our strategic
business plan. By eliminating these contracts, we now control 100% of the
earnings and cash flows of our operating properties and we have significantly
simplified our corporate structure. The elimination of the fees associated with
these contracts will be accretive to the Company's consolidated earnings and
cash flows," said Edward T. Pratt, III, President and Chief Operating Officer.
For twelve months ended September 30, 1999, the Company incurred charges
totaling $8.7 million associated with these agreements. Such amounts ceased to
accrue as of October 13, 1999 and the Company will not report such charges in
its financial statements for periods subsequent to that date. As a result,
earnings before interest, taxes, depreciation and amortization ("EBITDA") for
periods beginning with the fourth quarter 1999 will reflect the increase due to
the elimination of these contracts. However, the Company will be required to
write-off the acquisition costs of this transaction in its fourth quarter due to
certain financial reporting standards.
Hollywood Casino Corporation owns and operates distinctive Hollywood-themed
casino entertainment facilities under the service mark Hollywood Casino(R) in
Aurora, Illinois and Tunica, Mississippi. In addition, the Company is currently
constructing a gaming and entertainment resort in Shreveport, Louisiana, which
is expected to commence operations in the fourth quarter of 2000.
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This press release contains forward-looking statements about the business,
financial condition and prospects of the Company. The actual results could
differ materially from those indicated by the forward-looking statements because
of various risks and uncertainties including, among other things, changes in
competition, economic conditions, tax regulations, state regulations applicable
to the gaming industry in general or the Company in particular, and other risks
indicated in the Company's filings with the Securities and Exchange Commission.
Such risks and uncertainties are beyond management's ability to control and, the
words "believes", "estimates", "anticipates" and similar expressions as they
relate to the Company or its management are intended to identify forward-looking
statements.
