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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): MAY 18, 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 May 18, 1999 Argosy Gaming Company, a Delaware
corporation (the "Company"), announced the expiration of its consent
solicitation relating to its 13-1/4% First Mortgage Notes due 2004 (the
"Notes") pursuant to its Offer to Purchase and Consent Solicitation statement
dated May 5, 1999 (the "Offer to Purchase"). In the consent solicitation,
consents representing approximately 90% of the aggregate principal amount of
Notes outstanding were validly delivered. The Company also announced that in
connection with the expiration of the consent solicitation, it intended to
promptly execute a supplemental indenture under which the Notes were issued
and amend the related security documents, to be operative upon acceptance for
payment of the Notes in the tender offer. A copy of the Company's press
release relating to the expiration of the consent solicitation is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
On May 21, 1999 the Company announced that it is pursuing a
$200 million private placement of Senior Subordinated Notes. A copy of the
Company's press release relating the private placement of the Senior
Subordinated Notes is filed as Exhibit 99.2 to this Current Report on Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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<CAPTION>
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EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Press Release, dated May 19, 1999, announcing the expiration of
the Company's consent solicitation pursuant to the Offer to
Purchase
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99.2 Press Release, dated May 21, 1999, announcing that the Company
is pursuing a private placement of $200 million of Senior
Subordinated Notes
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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: May 21, 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
618-474-7667
Argosy Gaming Company Announces
Results and Expiration of Consent Solicitation
Argosy Gaming Company, (the "Company"), announced today that, as of
5:00 p.m., New York City time on May 18, 1999 (the "Consent Time"), the
consent solicitation relating to its 13 1/4% First Mortgage Notes due 2004 (the
"Notes") had expired. As of such time, the Company had received tenders of
Notes and related consents from holders of approximately 90% of the
outstanding principal amount of Notes pursuant to the Offer to Purchase and
Consent Solicitation dated May 5, 1999. As a result, the Company has received
the necessary approval of the holders of the Notes to the proposed amendments
to the indenture under which the Notes were issued and to the creation of
additional liens on the collateral securing the Company's obligations under
the Notes.
The total consideration to be paid for each validly tendered note
and properly delivered consent is based upon a fixed spread of 50 basis
points over the yield to maturity on the applicable reference security (5 1/2%
U.S. Treasury Note due May 31, 2000), as of 3:00 p.m. on the date that is two
business days prior to the expiration date of the tender offer. The tender
offer will expire at 5:00 p.m., New York City time, on Monday, June 7, 1999,
unless extended by the Company. The total consideration for each $1,000
principal amount of outstanding Notes tendered with a related consent
delivered prior to the Consent Time will include a consent payment of $30 per
$1,000 principal amount of Notes.
In connection with the consent solicitation, the Company intends to
promptly execute a supplemental indenture providing for the proposed
amendments to the indenture under which the Notes were issued and amend the
related security documents, to be operative upon acceptance for payment of
the Notes in the tender offer.
For additional information, please contact any of: Morgan Stanley
Dean Witter (at 877-445-0397) the Dealer Manager for the tender offer, or
MacKenzie Partners, Inc., the Information Agent (banks and brokers, call
collect, 212-929-5500; all others call toll free, 800-322-2885).
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, 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.
CONTACT: Jeanne Carr of MacKenzie Partners, Inc., 800-322-2885 for Argosy Gaming
Company.
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Exhibit 99.2
PRESS RELEASE
FOR IMMEDIATE RELEASE Contact: G. Dan Marshall
618-474-7667
Argosy Gaming Company To Pursue
$200 Million Private Placement of
Senior Subordinated Notes
Argosy Gaming Company announced today that it is pursuing through a
private placement the issuance of $200 million of Senior Subordinated Notes
due 2009.
The Senior Subordinated Notes will rank equally with all of the
Company's other unsecured senior subordinated indebtedness and will be junior
to the Company's senior indebtedness. The Senior Subordinated Notes will be
guaranteed by substantially all of the Company's wholly-owned subsidiaries.
Proceeds from the Senior Subordinated Notes offering, together with
borrowings under the Company's anticipated new credit facility and cash on
hand, will be used to refinance substantially all of the Company's
outstanding indebtedness.
The Senior Subordinated Notes will not be registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act of 1933. The Company has agreed that after
the issuance of the Senior Subordinated Notes it will file a registration
statement relating to an exchange offer for the Senior Subordinated Notes
under the Securities Act of 1933.
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, 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.
