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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): JUNE 8, 1999
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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ITEM 5. OTHER EVENTS
On June 8, 1999, Argosy Gaming Company, a Delaware corporation
(the "Company"), announced the expiration at 5:00 p.m. New York City Time on
June 7, 1999, (the "Expiration Time") of a tender offer (a "Tender Offer") for
all of its 13-1/4% First Mortgage Notes due 2004 (the "13-1/4% Notes") pursuant
to its Offer to Purchase and Consent Solicitation statement dated May 5, 1999
and that it had accepted all 13-1/4% Notes tendered in the Tender Offer. As of
the Expiration Time, approximately 91% of outstanding 13-1/4% Notes, had been
validly tendered and not withdrawn. The Company also announced that it had
closed its offering of 10-3/4% Senior Subordinated Notes due 2009 (the "10-3/4%
Notes") and entered into new senior secured credit facility. The Company also
announced that it has called for redemption all of its outstanding 12%
Convertible Subordinated Notes due 2001 (the "12% Notes"), on July 7, 1999. A
copy of the Company's press release relating these transactions is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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Exhibit No. Description
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<S> <C>
99.1 Press Release, dated June 8, 1999, announcing the expiration
of the Company's tender offer pursuant to the Offer to
Purchase, the close of the Company's offering of senior
subordinated notes and new credit facility and the call for
redemption of the Company's 12% Convertible Notes due 2001
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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: June 11, 1999 By: /s/ Dale R. Black
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Name: Dale R. Black
Title: Vice President and Chief
Financial Officer
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Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE CONTACT: G. DAN MARSHALL
(618) 474-7666
ARGOSY GAMING COMPANY ANNOUNCES EXPIRATION OF ITS CASH
TENDER OFFER, OFFERING OF NEW NOTES, EXECUTION OF NEW CREDIT
FACILITY AND REDEMPTION OF CONVERTIBLE NOTES
Alton, IL, June 8, 1999 -- Argosy Gaming Company (NYSE:AGY) announced today that
as of 5:00 p.m., New York City time, Monday June 7, 1999 (the "Expiration
Time"), its previously announced tender offer (the "Tender Offer") to purchase
up to all of its outstanding 13-1/4% First Mortgage Notes due 2004 (the "13-1/4%
Notes"), had expired and that all 13-1/4% Notes tendered were accepted for
purchase. As of the Expiration Time, approximately $212,732,000 principal
amount, or 91% of outstanding Notes, had been validly tendered and not
withdrawn. The consideration, which has been determined in accordance with the
previously announced pricing formula, is $1,132.96 per $1,000 principal amount
of 13-1/4% Notes, plus accrued interest.
The Company also announced today that it closed its previously
announced private placement offering of $200,000,000 of 10-3/4% Senior
Subordinated Notes due 2009 (the "10-3/4% Notes") and entered into a new five
year $200 million revolving senior secured credit facility (the "Credit
Facility"). The Company will use the proceeds from the sale of the 10-3/4%
Notes, borrowings under the Credit Facility and cash on hand to fund the payment
of consideration and costs of the Tender Offer and to retire other outstanding
secured indebtedness.
The offer and sale of the 10-3/4% Notes have not been registered under
the Securities Act of 1933 and may not be offered or sold in the United States
absent registration under the Securities Act or an exemption from the
registration requirements of the Securities Act.
The Company also announced today that it has called for redemption all
of its outstanding $115 million 12% Convertible Subordinated Notes due 2001 (the
"12% Notes"), on July 7, 1999. Notes not converted to common shares on or before
June 29, 1999 will be redeemed for cash at a redemption price of $1,032.33 per
$1,000 principal amount, which amount includes $12.33 in interest accrued since
the last interest payment date through the redemption date.
-more-
With the 2% premium the Company is paying for this redemption, the
break-even
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price for conversion is $18.27 per share. If the market price of the
common stock is lower than $18.27, holders who elect to have their 12% Notes
redeemed will receive an amount higher than those who elect conversion.
Argosy is a leading multi-jurisdictional owner and operator of
riverboat casinos and related entertainment and hotel facilities in the
midwestern and southern United States. Argosy, through its subsidiaries and
joint ventures, owns and operates the Alton Belle Casino in Alton, Illinois,
serving the St. Louis metropolitan market; the Argosy Casino in Riverside,
Missouri, serving the greater Kansas City metropolitan market; and the Belle of
Baton Rouge in Baton Rouge, Louisiana. Argosy is also a majority partner and
operator of the Belle of Sioux City in Sioux City, Iowa, and the Argosy Casino &
Hotel in Lawrenceburg, Indiana, serving the Cincinnati and Dayton metropolitan
markets.
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