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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 ON
FORM 10-K/A
/ X / Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended February 28, 1998
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 0-20840
PRESIDENT CASINOS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0341200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
802 North First Street, St. Louis, Missouri 63102
Address of principal executive offices
314-622-3000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.06 par value
Preferred Stock Purchase Rights
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
amendment to this Form 10-K. /X/
As of May 27, 1998, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was approximately $7,312,172.*
As of May 27, 1998, the number of shares outstanding of the Registrant's
Common Stock was approximately 5,032,926.
* Calculated by excluding all shares that may be deemed to be beneficially
owned by executive officers and directors of the Registrant, without conceding
that all such persons are "affiliates" of the Registrant for purposes of the
federal securities laws.
DOCUMENTS INCORPORATED BY REFERENCE
Part III - The Registrant's definitive Proxy Statement for its annual meeting
of stockholders scheduled to be held August 19, 1998.
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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.
PRESIDENT CASINOS, INC.
By: /s/ James A. Zweifel
---------------------------
Name: James A. Zweifel
Title: Executive Vice President
and Chief Financial Officer
Date: July 29, 1998
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PRESIDENT CASINOS, INC.
EXHIBIT INDEX
Exhibits
3.1 Articles of Incorporation of the Company, as amended. (21)
3.2 By-Laws of the Company, as amended. (19)
4.1 Indenture dated as of August 26, 1994, by and among the Company,
the Guarantors and United States Trust Company of New York ("U.S.
Trust"). (6)
4.1.1 Registration Rights Agreement dated August 26, 1994, by and among
the Company, the Guarantors and Holders listed on Schedule A
thereto. (6)
4.1.2 Form of Senior Exchange Note issued pursuant to Indenture. (5)
4.1.3 Warrant Agreement dated as of September 23, 1993, by and between
the Company and U.S. Trust, as Warrant agent. (4)
4.1.4 Warrant Agreement dated as of August 26, 1994, by and between the
Company and U.S. Trust. (6)
4.1.5 Subsidiary Stock Pledge and Collateral Assignment Agreement dated
as of August 26, 1994, by the Company and Subsidiary Pledgors in
favor of U.S. Trust, as collateral agent. (6)
4.2 Rights Agreement, dated as of November 20, 1997, between the
Company and ChaseMellon Shareholder Services, LLC. (22)
10.1 Amended and Restated Agreement of Limited Partnership of The
Connelly Group, L.P. ("TCG"). (1)
10.2 Agreement between the Company and John E. Connelly. (2)
10.3 Employment Agreement dated November 4, 1992, between the Company
and Mr. Connelly. (2)
10.3.1 Amendment No. 1 to Employment Agreement dated December 15, 1994,
between the Company and Mr. Connelly. (9)
10.4 Employment Agreement dated November 4, 1992, between the Company
and Edward S. Ellers. (2)
10.4.1 Amendment No. 1 to Employment Agreement dated March 13, 1995,
between the Company and Mr. Ellers. (9)
10.4.2 Employment Separation and Consulting Agreement dated July 10,
1995, by and between Mr. Ellers and the Company. (10)
10.5 Mutual General Release and Non-Disparagement Agreement dated May
29, 1995, between the Company and Gary Selesner. (12)
* 10.6 The Company's 1992 Stock Option Plan, as amended. (5)
* 10.6.1 The Company's 1996 Amended and Restated Stock Option Plan. (16)
* 10.6.2 The Company's 1997 Stock Option Plan. (20)
10.7 Amended and Restated Davenport-Connelly Development Agreement
dated November 29, 1990, between TCG and the City of Davenport,
Iowa (the "Development Agreement"). (1)
10.7.1 First Amendment to the Development Agreement dated August 21,
1991.(1)
10.7.2 Second Amendment to the Development Agreement dated April 10,
1992.(1)
10.7.3 Amendment to the Development Agreement dated March 1, 1998.
10.8 Operator's Contract dated December 28, 1989, between the Riverboat
Development Authority and TCG. (1)
10.8.1 Amendment to Operator's Contract, dated December 29, 1993, between
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the Riverboat Development Authority and TCG. (5)
10.9 Lease dated November 29, 1990, between the City of Davenport, Iowa
and TCG. (1)
10.10 Management Advisory Agreement for TCG. (1)
10.11 Credit Agreement dated as of March 11, 1991, among TCG,
TCG/Blackhawk ("Blackhawk") and Firstar Bank Davenport, N.A.
("Firstar"). (1)
10.11.1 Note dated March 11, 1991, from TCG and Blackhawk to Firstar. (1)
10.11.2 Security Agreement dated March 11, 1991 between TCG and Firstar.
(1)
10.11.3 First Preferred Fleet Mortgage dated March 11, 1991, from TCG to
Firstar. (1)
10.11.4 Mortgage, Security Agreement, Fixture Financing Statement and
Assignment of Leases and Rents, dated March 11, 1991, by TCG to
Firstar on the Landing Promenade Property. A similar mortgage has
been given to Firstar by Blackhawk on the Blackhawk Hotel. (1)
10.11.5 Amendment to Note dated March 16, 1993, from TCG and Blackhawk
to Firstar. (2)
10.11.6 Second Amendment to Note dated March 31, 1997, from TCG and
Blackhawk to Firstar. (17)
10.12 Lease Agreement dated January 16, 1985, between the City of St.
Louis and St. Louis River Cruise Lines, Inc. (the "Former
'President' Lease"). (1)
10.12.1 Amended Lease Agreement dated July 16, 1990, amending the Former
"President" Lease. (1)
10.12.2 Second Amendment to Lease Agreement, effective June 19, 1992,
amending the Former "President" Lease. (1)
10.13 Lease Agreement dated August 7, 1986, between the City of St.
Louis and St. Louis River Cruise Lines, Inc. (the "'Belle of St.
Louis' Lease"). (1)
10.13.1 Amended Lease Agreement dated July 16, 1990, amending the "Belle
of St. Louis" Lease. (1)
10.13.2 Second Amendment to Lease Agreement, effective June 19, 1992,
amending the "Belle of St. Louis" Lease. (1)
10.14 Lease Agreement dated November 30, 1988 between the City of St.
Louis and J. Edward Connelly Associates, Inc ("JECA") (the "'Becky
Thatcher' Lease"). (1)
10.14.1 Amended Lease Agreement dated July 16, 1990, amending the "Becky
Thatcher" Lease. (1)
10.14.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the "Becky Thatcher" Lease. (1)
10.15 Lease Agreement dated June 16, 1988, between the City of St. Louis
and JECA (the "Office Barge Lease"). (1)
10.15.1 Amended Lease Agreement dated July 16, 1990, amending the Office
Barge Lease. (1)
10.15.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the Office Barge Lease. (1)
10.16 Lease Agreement dated December 20, 1983 between the City of St.
Louis and S.S. Admiral Partners (the "'Admiral' Lease"). (1)
10.16.1 Amendment and Assignment of Mooring Lease dated December 12, 1990,
amending the "Admiral" Lease. (1)
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10.16.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the "Admiral" Lease. (1)
10.17 Promissory Note (Vessel-Term) dated July 8, 1992, from The
President Riverboat Casino-Mississippi, Inc. ("President
Mississippi") to Caterpillar. (3)
10.17.1 Loan Agreement dated July 31, 1992, between President Mississippi
and Caterpillar. (1)
10.17.2 Preferred Fleet Mortgage dated July 8, 1992, between President
Mississippi and Caterpillar. (1)
10.18 Form of Indemnification Agreement for Directors and Officers. (1)
10.19 Letter Agreement dated as of March 1, 1992, between Mr.
Connelly, Della III, Inc. and Mr. Ellers. (2)
10.20 Agreement among the Company, Mr. Connelly, Mr. Ellers, TCG, Della
III, Inc. and Klehr, Harrison, Harvey, Branzburg & Ellers. (3)
10.21 General Partnership Agreement of President R.C.-St. Regis
Management Company dated as of August 9, 1993. (4)
10.21.1 Management Agreement dated October 26, 1993, between The St. Regis
Mohawk Tribe and President R.C.-St. Regis Management Company
("President R.C.-St. Regis"). (4)
10.21.2 Amended and Restated Management Agreement between the St. Regis
Mohawk Tribe and President R.C.-St. Regis. (7)
10.21.3 Second Amended and Restated Management Agreement dated December 1,
1995, between The St. Regis Mohawk Tribe and President R.C.-St.
Regis. (11)
10.21.4 Third Amended and Restated Management Agreement dated April 18,
1996, by and between the St. Regis Mohawk Tribe and President
R.C.-St. Regis. (13)
10.21.5 Agreement for Purchase of Partnership Interest dated September 24,
1997, by and among Massena Management Corp., Gary A. Melius,
Native American Management Corp., PRC-St. Regis, Inc. and Naussau
County Native American, Inc.
10.21.6 Agreement dated September 24, 1997, by and among Massena
Management LLC, Native American Management Corp., Gary A. Melius,
PRC-St. Regis, Inc. and Massena Management Corp.
10.22 Lease Agreement, dated as of December 14, 1993, by and between
Liberty Landing Associates ("Liberty Landing") and President
Riverboat Casino-Philadelphia, Inc. ("President Philadelphia").
(4)
10.22.1 First Amendment to Lease Agreement, dated July 31, 1996, by and
between President Philadelphia and Liberty Landing. (15)
10.22.2 Second Amendment to Lease Agreement, dated July 31, 1996, by and
between Liberty Landing and President Philadelphia. (15)
10.22.3 Modification to First Amendment to Lease Agreement, dated
September 12, 1997, by and between Liberty Landing and President
Philadelphia. (19)
10.22.4 Assignment, dated as of December 14, 1993, pursuant to which
Liberty Landing assigns, transfers and sets over unto President
Philadelphia all of the rights, title and interest of Liberty
Landing in, to and under that certain Master Agreement to Lease,
dated September 25, 1989, by and between Philadelphia Port
Corporation and Liberty Landing, as amended. (4)
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10.22.5 Letter Agreement dated May 7, 1996, by and between President
Philadelphia, Liberty Landing, The Sheet Metal Workers'
International Association Local Union #19, Delaware Avenue
Development Corp. and Delaware-Washington Corp. (13)
10.23 Option Agreement dated July 31, 1996, by and between Liberty
Landing and President Philadelphia. (15)
10.23.1 Modification to Option Agreement dated December 12, 1996, by and
between Liberty Landing and President Philadelphia. (16)
10.23.2 Second Modification to Option Agreement, dated September 12,
1997, by and between Liberty Landing and President Philadelphia
(19)
10.23.3 First Amendment to Corporate Guaranty dated July 31, 1996, by
The Company. (15)
10.24 Charter Agreement dated February 17, 1995, by and between American
Gaming & Entertainment, Ltd. ("AGE") and the President Mississippi
Charter Corporation ("Charter Corp."). (8)
10.24.1 Subcharter Agreement dated February 17, 1995, by and between
Charter Corp. and President Mississippi. (8)
10.24.2 Collateral Assignment Agreement dated February 17, 1995, by
Charter Corp. to AGE. (8)
10.25 Employment Agreement dated March 13, 1995, by and between the
Company and John S. Aylsworth. (9)
10.25.1 Option Agreement dated March 13, 1995, by and between John S.
Aylsworth and the Company. (12)
10.26 Promissory Note dated February 17, 1995, from BH Acquisition Corp.
("BH") to PRC Management, Inc. ("PRC Management"). (12)
10.26.1 Surety Agreement dated February 13, 1995, between John E. Connelly
and PRC Management. (12)
10.26.2 Amended and Restated Promissory Note dated February 15, 1996, from
BH to PRC Management. (13)
10.26.3 Promissory Note dated February 15, 1996, from BH to PRC
Management. (13)
10.26.4 Amended and Restated Surety Agreement dated February 15, 1996,
between John E. Connelly and PRC Management. (13)
10.26.5 Collateral Pledge Agreement dated February 15, 1996, between
Connelly Hotel Associates, Inc. and PRC Management. (13)
10.27 Charter Agreement dated October 27, 1994, by and between President
Riverboat Casino-New York, Inc. ("President New York") and
Missouri Gaming Company. (12)
10.28 Charter Agreement dated August 17, 1995, by and among New Yorker
Acquisition Corporation, Barden-Davis Casino, LLC and the
Company. (11)
10.29 Charter Agreement dated August 18, 1995, by and between President
New York and Greater Dubuque Riverboat Entertainment Company, L.C.
("GDRE"). (11)
10.29.1 Amendment to Charter Agreement dated August 18, 1995, by and
between President New York and GDRE. (11)
10.29.2 Asset Acquisition Agreement dated July 30, 1996, by and between
President New York and GDRE. (15)
10.30 Employment Agreement dated November 1, 1995, by and between the
Company and James A. Zweifel. (11)
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10.31 Mutual Release and Non-Disparagement Agreement dated November 14,
1995, by and between David Friedman and the Company, Mr. Connelly,
Mr. Aylsworth, Floyd R. Ganassi, William C. Nelson, Russell L.
Ray, Terrence L. Wirginis and Karl G. Andren. (11)
10.32 "Natatorium Site" Lease Agreement dated July 20, 1995, by and
between the City of Davenport, Iowa and TCG through the President
Riverboat Casino-Iowa, Inc. (the "Natatorium Site Lease"). (11)
10.33 Independent Contractor Consulting Agreement dated May 15, 1996, by
and between the Company and Terrence Wirginis. (13)
10.33.1 Employment Agreement dated May 1, 1996, by and between the Company
and Mr. Wirginis. (13)
10.34 Letter of Intent Agreement, dated as of July 17, 1996, by and
between President Mississippi and Primadonna Resorts, Inc. (14)
10.34.1 Letter of Intent Agreement, dated as of July 17, 1996, by and
between BH and Primadonna Resorts, Inc. (14)
10.35 Asset Purchase Agreement dated October 14, 1996, by and between
President New York and Southern Illinois Riverboat/Casino Cruises,
Inc. (16)
* 10.36 1998 Fiscal Year Management Incentive Plan Participant Form. (17)
10.37 Promissory Note dated July 22, 1997, by and between President
Broadwater Hotel, L.L.C. (Broadwater LLC) and Lehman Brothers
Holdings Inc. ("Lehman"). (18)
10.37.1 Redemption Agreement dated July 22, 1997, by and among JECA and
Broadwater LLC and Broadwater Hotel, Inc. (18)
10.37.2 Indemnity Agreement dated July 22, 1997, by Broadwater LLC, the
Company and President Mississippi, jointly and severally, in favor
of Lehman. (18)
10.37.3 Indemnity and Guaranty Agreement dated July 22, 1997, by the
Company and President Mississippi in favor of Lehman. (18)
10.37.4 Unconditional Guaranty of Lease Obligations dated July 22, 1997,
by the Company. (18)
10.37.5 Amended and Restated Limited Liability Company Operating
Agreement, dated as of July 22, 1997, by and between JECA and
Broadwater Hotel, Inc. (18)
21 Schedule of subsidiaries of the Company.
23.1 Consent of Deloitte & Touche, L.L.P. with respect to the Company's
Registration Statements on Form S-8, as filed on June 8, 1994 and
January 8, 1998.
27 Financial Data Schedule as required under EDGAR.
__________________
(1) Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 33-48446) filed on June 5, 1992.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-1 (Registration No. 33-63174), filed on May 21, 1993.
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1993 filed on June 1, 1993.
(4) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-71332) filed November 5, 1993.
(5) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated June 8, 1994.
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(6) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-86386) filed November 15, 1994.
(7) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended May 31, 1994 filed July 14, 1994.
(8) Incorporated by reference from the Company's Report on Form 8-K dated
February 7, 1995.
(9) Incorporated by reference from the Company's Report on Form 8-K dated
March 16, 1995.
(10) Incorporated by reference from the Company's Report on Form 8-K dated
July 10, 1995.
(11) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1995 filed January 12,
1996.
(12) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1995 filed on May 30, 1995.
(13) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 29, 1996 filed on May 30, 1996.
(14) Incorporated by reference from the Company's Report on Form 8-K
dated July 30, 1996.
(15) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1996 filed October 15,
1996.
(16) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1996 filed January 14,
1997.
(17) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1997 filed on May 30, 1997.
(18) Incorporated by reference from the Company's Report on Form 8-K dated
July 24, 1997.
(19) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1997 filed October 10,
1997.
(20) Incorporated by reference from the Company's Definitive Proxy Statement
for the 1997 Annual Meeting of Stockholders.
(21) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated January 8, 1998.
(22) Incorporated by reference from the Company's Registration Statement on
Form 8-A dated December 5, 1997.
* Compensatory plan filed as an exhibit pursuant to Item 14(c) of this
report.
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