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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): DECEMBER 1, 1998
ARGOSY GAMING COMPANY
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-11853 37-1304247
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(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION) NUMBER)
219 PIASA STREET, ALTON, ILLINOIS 62002
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(618) 474-7500
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ARGOSY GAMING COMPANY
ITEM 5. OTHER EVENTS
Incorporated by reference is the press release issued by the Registrant
on December 1, 1998, a copy of which is attached hereto and made a part
hereof.
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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 thereunto duly authorized.
ARGOSY GAMING COMPANY
a Delaware corporation
Date: December 1, 1998 By: /s/ Dale R. Black
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Name: Dale R. Black
Title: Vice President-Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NO.
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99 Press Release of the Registrant dated December 1, 1998........Filed Electronically
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EXHIBIT 99
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PRESS RELEASE
FOR IMMEDIATE RELEASE
CONTACT: G. DAN MARSHALL, VICE PRESIDENT, TREASURER & DIRECTOR OF INVESTOR
RELATIONS (618-474-7666)
ARGOSY GAMING COMPANY AMENDS AGREEMENTS
WITH SERIES A CONVERTIBLE PREFERRED HOLDERS
Alton, IL, December 1, 1998, -- Argosy Gaming Company (NYSE:AGY)
announced today that the Company has amended its agreements with the holders
of the Series A Convertible Preferred Stock and related warrants to terminate
both the holders' right to purchase, and the Company's right to require such
holders to purchase, the additional $8 million tranche of Series A
Convertible Preferred Stock and related warrants.
As previously announced, in June, 1998, the Company issued 800 shares of the
Series A Convertible Preferred Stock and related warrants for the purchase of
292,612 shares of the Company's Common Stock to a group of private investors.
Each Series A share is convertible into Company Common Stock based upon a
formula of $10,000 DIVIDED BY the lower of a fixed conversion price
(currently $3.89, but subject to downward adjustment) or a floating
conversion price which is determined based upon the five lowest consecutive
closing bid prices of the Company Common Stock during the 30 trading days
prior to conversion. To date 118 shares of Series A Convertible Preferred
Stock has been converted into 622,345 shares of common stock. An additional
410 shares of Series A Convertible Preferred Stock are eligible for
conversion currently, and the remaining 272 shares become eligible for
conversion on January 10, 1999.
As part of the original purchase, under certain circumstances, the holders of
the Series A Convertible Preferred Stock had a right to purchase, and the
Company had the right to require the holder to purchase, up to an additional
800 shares of Series A Convertible Preferred Stock and related warrants for
an aggregate purchase price of $8 million. The Company and the holders have
amended their agreements to cancel and terminate this second $8 million
tranche.
The Company issued the original $8 million of Series A Convertible Preferred
Stock and related warrants in order to provide flexibility in implementing
its capital expenditures plan for 1998. However, given the improved results
of the Company's Alton, Riverside and Sioux City operations and the strong
performance in Lawrenceburg, the Company feels that cash on hand and cash
flow from operations will be sufficient to meet its operating, debt service
and capital needs for the foreseeable future.
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-more-
Argosy Gaming Company is a leading multi-jurisdictional owner and operator of
riverboat casinos and related entertainment and hotel facilities in the
midwestern and southern United States. The Company, through its subsidiaries
and joint ventures, owns and operates the Alton Belle Casino in Alton, IL,
serving the St. Louis metropolitan market; the Argosy Casino in Riverside,
MO, serving the Kansas City metropolitan market; and the Belle of Baton
Rouge in Baton Rouge, LA. The Company is also a majority partner and
operator of the Belle of Sioux City in Sioux City, IA and the Argosy Casino &
Hotel in Lawrenceburg, IN, serving the southeast tri-state Cincinnati and
Dayton, OH metropolitan market.
THIS PRESS RELEASE CONTAINS STATEMENTS RELATING TO FUTURE RESULTS, WHICH ARE
FORWARD-LOOKING STATEMENTS AS THAT TERM IS DEFINED IN THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
THOSE PROJECTED AS A RESULT OF ANY NUMBER OF RISKS AND UNCERTAINTIES,
INCLUDING BUT NOT LIMITED TO, COMPETITIVE AND GENERAL ECONOMIC CONDITIONS IN
THE MARKETS IN WHICH THE COMPANY OPERATES, AND THE EFFECT OF FUTURE
LEGISLATION OR REGULATORY CHANGES ON THE COMPANY'S OPERATIONS, AS WELL AS
OTHER RISKS AND UNCERTAINTIES DETAILED FROM TIME TO TIME IN THE COMPANY'S
SECURITIES AND EXCHANGE COMMISSION FILINGS.
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