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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) April 23, 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 5. Other Events
On April 21, 1999, Hollywood Casino Corporation ("HCC") issued the press
releases attached as Exhibits 99.1 and 99.2 to this Form 8-K relating to (i) a
proposed offering of fixed rate and floating rate senior secured notes by HCC
and (ii) the commencement of a tender offer and consent solicitation with
respect to HCC's 12 3/4% Senior Secured Notes due 2003. HWCC-Tunica, Inc., a
wholly owned subsidiary of HCC, is a guarantor of the 12 3/4% Senior Secured
Notes.
Item 7. Exhibits
Exhibit
Number Description
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99.1 Press release of Hollywood Casino Corporation, dated April 21,
1999, announcing a proposed offering of fixed rate and floating
rate senior secured notes.
99.2 Press release of Hollywood Casino Corporation, dated April 21,
1999, announcing the commencement of a tender offer and consent
solicitation for its outstanding senior secured notes.
2
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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: April 23, 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: April 23, 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 April 21,
1999, announcing a proposed offering of fixed rate and floating
rate senior secured notes.
99.2 Press release of Hollywood Casino Corporation, dated April 21,
1999, announcing the commencement of a tender offer and consent
solicitation for its outstanding senior secured notes.
4
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Exhibit 99.1
HOLLYWOOD CASINO CORPORATION
ANNOUNCES PROPOSED OFFERING OF FIXED RATE
AND FLOATING RATE SENIOR SECURED NOTES
Dallas, TX, April 21, 1999, -- Hollywood Casino(R) Corporation
(NASDAQ:HWCC) announced today that it is proposing to make an offering of
approximately $350 million aggregate principal amount of senior secured notes.
The Company expects that approximately $275 million aggregate principal amount
will bear a fixed interest rate and have a maturity date in 2007 and
approximately $75 million aggregate principal amount will bear a floating
interest rate and have a maturity date in 2006. Interest on these notes will be
payable semiannually. The notes are expected to be guaranteed by certain of its
domestic subsidiaries, including HWCC-Tunica, Inc.
The net proceeds of the notes offering are expected to be used to finance:
(i) the purchase and discharge of the Company's outstanding 12 3/4% Senior
Secured Notes due 2003; (ii) the expansion of the company's casino operations in
Aurora, Illinois; (iii) the purchase and termination of certain contracts
involving its casinos in Aurora, Illinois and in Tunica, Mississippi; (iv) a
portion of the Company's equity investment in its casino development in
Shreveport, Louisiana; and (v) general corporate purposes.
The notes will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of that act.
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. The company also has a license to
develop, own, and operate a Hollywood-themed destination resort in Shreveport,
Louisiana. The Company is one of the nation's largest collectors and exhibitors
of motion picture memorabilia.
Statements in this press release concerning future events, including the
proposed offering of senior secured notes, are forward-looking statements, and
are subject to certain risks and
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uncertainties. These forward-looking statements may be significantly impacted,
either positively or negatively by various factors, including without
limitation, economic, bank, equity and debt market conditions, changes in laws
or regulations, licensing and other regulatory approvals, the availability of
financing, competition and business conditions in the gaming industry.
Additional information concerning potential factors that could affect the
Company's financial condition, results of operations and expansion projects, is
included in the filings of the Company with the Securities and Exchange
Commission, including but not limited to, its Form 10-K for the fiscal year
ended December 31, 1998.
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Exhibit 99.2
HOLLYWOOD CASINO CORPORATION COMMENCES
TENDER OFFER AND CONSENT SOLICITATION FOR
OUTSTANDING SENIOR SECURED NOTES
Dallas, TX, April 21, 1999, -- Hollywood Casino(R) Corporation
(NASDAQ:HWCC) announced today that it commenced a fixed spread cash tender offer
for any and all of its outstanding 12-3/4% Senior Secured Notes due 2003 (the
"Notes") on April 20, 1999. The Company has $204,712,000 principal amount of
Notes outstanding. Concurrently with the tender offer, the Company is
soliciting consents from the holders of the Notes to amend the Indenture under
which the Notes were issued.
The tender offer will expire at 12:00 noon, New York City time on Tuesday,
May 18, 1999, unless extended or earlier terminated by the Company. The consent
solicitation will expire at 5:00 p.m., New York City time on Friday, April 30,
1999, unless extended by the Company.
Holders tendering their Notes will be required to consent to certain
proposed amendments to the indenture governing the Notes, which will eliminate
certain covenants and related provisions. Holders may not tender their Notes
without also delivering consents or deliver consents without also tendering
their Notes.
The total consideration for each $1,000 principal amount of Notes validly
tendered and not revoked on or prior to the expiration date of the tender offer
will be (i) the price, calculated in accordance with standard market practice,
based on the assumption that the Notes will be redeemed at $1,063.75 per $1,000
principal amount of Notes on the earliest redemption date, November 1, 1999, and
that the yield to the earliest redemption date is equal to the sum of (x) the
yield to maturity on the 5 5/8% U.S. Treasury Note due October 31, 1999, as
calculated by Bear, Stearns & Co. Inc. for the tender as of 12:00 noon, New York
City time, on the second business day immediately preceding the scheduled
expiration date of the tender offer, plus 0.50% (50 basis points). Holders
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who validly tender Notes will also be paid accrued and unpaid interest up to,
but not including, the date of payment for the Notes.
If the tender offer is consummated, the Company will make a consent payment
of $30.00 per $1,000 principal amount of Notes for consents that are validly
delivered and not revoked on or prior to the termination date of the consent
solicitation. Holders who validly tender their Notes after the termination date
of the consent solicitation will receive only the purchase price for the Notes
but not the consent payment. The purchase price will equal the total
consideration minus the consent payment.
The purchase price for the Notes and the consent payment are expected to be
paid promptly following the expiration date for the tender offer. The terms of
the tender offer and consent solicitation, including the conditions to the
Company's obligations to accept the Notes and consents tendered and given and
pay the purchase price and consent payments, are set forth in Hollywood Casino
Corporation's Offer to Purchase and Consent Solicitation Statement, dated April
20,1999. One of the conditions of the tender offer is the obtaining of
financing. The Company may amend, extend or terminate the tender offer and
consent solicitation at any time in its sole discretion without making any
payments with respect thereto.
Bear, Stearns & Co. Inc. is the dealer manager for the tender offer.
Questions or requests for assistance may be directed to Bear, Stearns & Co. Inc.
(telephone: 877-696-2327). Requests for documentation may be directed to
MacKenzie Partners, Inc., the information agent (telephone: 800-322-2885).
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. The company also has a license to
develop, own, and operate a Hollywood-themed destination resort in Shreveport,
Louisiana. The Company is one of the nation's largest collectors and exhibitors
of motion picture memorabilia.
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Statements in this press release concerning future events, including the
tender offer and consent solicitation plans are forward-looking statements and
are subject to certain risks and uncertainties. These forward-looking statements
may be significantly impacted, either positively or negatively by various
factors, including without limitation, economic, bank, equity and debt market
conditions, changes in laws or regulations, licensing and other regulatory
approvals, the availability of financing, competition and business conditions in
the gaming industry. Additional information concerning potential factors that
could affect the Company's financial condition, results of operations and
expansion projects, is included in the filings of the Company with the
Securities and Exchange Commission, including but not limited to, its Form 10-K
for the fiscal year ended December 31, 1998.
