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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 27, 2000
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
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ARGOSY GAMING COMPANY
ITEM 5. OTHER EVENTS
Incorporated by reference are press releases issued by the Registrant on
April 27, 2000 and May 1, 2000 and the Conseco Put Notice dated April 28,
2000, copies of which are 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: May 2, 2000 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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<CAPTION>
EXHIBIT
NO.
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99.1 Press Release of the Registrant dated April 27, 2000 . . . . . . . .Filed Electronically
99.2 Press Release of the Registrant dated May 1, 2000. . . . . . . . . .Filed Electronically
99.3 Conseco Put Notice dated April 28, 2000. . . . . . . . . . . . . . .Filed Electronically
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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 ANNOUNCES
APPOINTMENT OF NEW BOARD MEMBER
Alton, IL, April 27, 2000 -- Argosy Gaming Company (NYSE:AGY) announced today
that the Board of Directors has unanimously decided to appoint James B.
Perry, the Company's President and Chief Executive Officer, to serve as a
director until the annual meeting of shareholders in 2003.
Mr. Perry has had a long and distinguished career during the past twenty-four
years holding various management positions in the gaming, entertainment and
leisure-time industries. Perry assumed his current position with Argosy on
April 16, 1997
William F. Cellini, Chairman of the Board of Argosy Gaming Company, on behalf
of the Board of Directors, said, "We are extremely pleased to announce the
addition of James B. Perry as a member of our Board of Directors. Mr. Perry
has directed the transformation of our Company from a developer of casino
properties into one of the premier riverboat casino operators in the country.
Mr. Perry has been a tremendous asset for the Argosy management team, our
employees, and our shareholders, and we look forward to working with him on
our Board in the years ahead."
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 Argosy
Casino-Baton Rouge in Louisiana. Argosy is also a majority partner and
operator of the Belle of Sioux City in Iowa, and the Argosy Casino & Hotel in
Lawrenceburg, Indiana, serving the Cincinnati and Dayton metropolitan markets.
###
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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 RECEIVES NOTIFICATION FROM ITS 29%
LAWRENCEBURG MINORITY INTEREST PARTNER
Alton, IL, May 1, 2000, -- Argosy Gaming Company (NYSE:AGY) today announced
that on Friday afternoon, April 28, 2000, it received notification from
Conseco Entertainment, L.L.C. ("Conseco") an indirect subsidiary of Conseco,
Inc., of its intent to sell its 29% limited partnership interest in the
Lawrenceburg casino. Conseco's notice to sell is irrevocable, and the
determination of the purchase price and other terms are governed by the
Lawrenceburg partnership agreement.
Under the terms of the partnership agreement, the Lawrenceburg partners have
60 days to attempt in good faith to agree to a purchase price for Conseco's
limited partnership interest. If the partners agree on a purchase price, the
transaction must close within six months of the date of receipt of the put
notification. If the partners fail to agree on a purchase price, then the
partnership shall ascertain the "Appraisal Value" which value will be the
purchase price.
Appraisal Value is determined by Conseco and the non-selling partners each
appointing an appraiser who is a disinterested party in the contemplated
transaction and who is familiar with the gaming business and gaming
appraisals. If the two appraisals are within 10% of one another, then the
average of the two appraisals shall become the Appraisal Value. If the two
appraisals are not within 10%, the two appraisers will select and appoint a
third appraiser, and the average of all three appraisals shall be the
Appraisal Value. Additionally, no appraiser may apply a minority discount or
a majority premium.
-more-
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After the Appraisal Value of Conseco's interest is determined, each of the
non-selling partners has sixty days to accept or reject a purchase at that
price. If the Appraisal Value is accepted, the transaction must close within
six months of the date the Appraisal Value is set. If the Appraisal Value is
rejected, Argosy, as the general partner, is required to solicit bids and
sell all of the assets of the Lawrenceburg partnership within twelve months
to the highest bidder.
James B. Perry, President and Chief Executive Officer, said, "This process
was originally written into the Lawrenceburg partnership agreement to allow
for an exit strategy for the minority interest partners. We are excited
about the opportunity to increase our majority stake in the Lawrenceburg
casino, and we will commence negotiations with Conseco."
THIS PRESS RELEASE CONTAINS STATEMENTS RELATING TO FUTURE RESULTS, WHICH ARE
FORWARD-LOOKING STATEMENTS AS TH AT 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, THE ABILITY OF THE COMPANY TO
FINANCE THE TRANSACTION CONTEMPLATED ON ATTRACTIVE TERMS, APPROVAL OF THE
TRANSACTION CONTEMPLATED BY THE VARIOUS GAMING COMMISSIONS AND GAMING BOARDS
THAT REGULATE THE COMPANY, APPROVAL OF OTHER REGULATORY AND GOVERNMENTAL
AGENCIES TO WHICH THE CONTEMPLATED TRANSACTION IS SUBJECT AS WELL AS OTHER
RISKS AND UNCERTAINTIES DETAILED FROM TIME TO TIME IN THE COMPANY'S
SECURITIES AND EXCHANGE COMMISSION FILINGS.
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 Argosy
Casino-Baton Rouge in Louisiana. Argosy is also a majority partner and
operator of the Belle of Sioux City in Iowa, and the Argosy Casino & Hotel in
Lawrenceburg, Indiana, serving the Cincinnati and Dayton metropolitan markets.
###
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[CONSECO LOGO]
[CONSECO, INC. LETTERHEAD]
April 28, 2000
VIA REGISTERED MAIL
RETURN RECEIPT REQUESTED
James Perry Rod Ratcliff
Chief Executive Officer RJ Investments, Inc.
Argosy Gaming Company 20 N. Salisbury Street
219 Piasa Street West Lafayette, IN 47906
Alton, IL 62002-6232
R. Michael O'Malley
Centaur, Inc.
20 N. Salisbury Street
West Lafayette, IN 47906
Re: Put Notice
Gentlemen:
The purpose of this letter is to notify you that we hereby exercise our
right to sell to the Non-Selling Partners all of Conseco Entertainment,
L.L.C.'s Interest in Indiana Gaming Company, L.P. We are exercising this put
right pursuant to Section 15.2 of the Second Amended and Restated Agreement
of Limited Partnership of Indiana Gaming Company, L.P., dated as of February
21, 1996 (the "Partnership Agreement"). All capitalized terms not otherwise
defined herein shall have the meaning set forth in the Partnership Agreement.
We look forward to hearing from each of you as soon as possible.
Very truly yours,
Conseco Entertainment, L.L.C.
By: Conseco Entertainment, Inc.
By: /s/ Ngaire E. Cuneo
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Ngaire E. Cuneo, Executive Vice President
cc: Joseph A. Walsh, Jr.
Robert J. Salyers, Esq.
Robert J. Hicks
