LOUISIANA CASINO CRUISES INC
8-K, 1996-08-02
MISCELLANEOUS AMUSEMENT & RECREATION
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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): July 30, 1996


                         Louisiana Casino Cruises, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)
 
Louisiana                                33-73534              72-1196619
- --------------------------------------------------------------------------------
(State or other                         (Commission           (IRS Employer
jurisdiction of                         File Number)         Identification No.)
incorporation)



              1717 River Road North, Baton Rouge, Louisiana 70802
- --------------------------------------------------------------------------------
               (Address of principal executive offices)   (Zip Code)


Registrant's telephone number, including area code:     (504) 381-7777
                                                    -------------------


                                      N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



                                                                     Page 1 of 3
<PAGE>



Item 5.  Other Events.

         Louisiana   Casino  Cruises,   Inc.,  a  Louisiana   corporation   (the
"Company"),  has  commenced  an offer  to  purchase  for  cash up to  $2,110,000
aggregate  principal  amount of its 11 1/2% First  Mortgage  Notes Due 1998 (the
"Notes") for 100% of their  principal  amount plus  accrued  interest to but not
including  the payment date.  The offer will expire at 5:00 p.m.,  New York City
time,  on August 28, 1996 (unless  extended)  and is being made  pursuant to the
requirements of the Indenture,  dated as of November 15, 1993 (the "Indenture"),
between  the  Company  and The  Bank of New  York,  as  successor  Trustee  (the
"Trustee"),  under  which the Notes were  issued.  The Notes  were  issued in an
original  aggregate  principal amount of $51,000,000,  of which  $46,778,000 are
outstanding  as of the date hereof.  The terms of the offer are set forth in the
Offer  to  Purchase,  dated  July  30,  1996,  and the  accompanying  Letter  of
Transmittal.

         Section 1029 of the Indenture  requires the Company to make an offer to
purchase  the  Notes  when  Cumulative  Excess  Cash  Flow  (as  defined  in the
Indenture) at the end of any six-month period ending November 30 or May 31 is at
least  $2,000,000 at a price of 100% of the principal  amount,  plus accrued and
unpaid  interest to but not including the purchase date. The Company is required
to purchase from holders  accepting the offer up to the maximum principal amount
(expressed  as a multiple  of $1,000)  of Notes that may be  purchased  with the
amount of its  Cumulative  Excess Cash Flow.  Payment for the Notes accepted for
purchase shall be made on a business day not later than August 29, 1996.

         For the six months ended May 31, 1996, the Company's  Cumulative Excess
Cash  Flow was  $2,110,000.  As a result,  the  Company  is making  the offer to
purchase up to $2,110,000 aggregate principal amount of Notes.

         If less than all the Notes from the holders  accepting the offer are to
be  purchased,  the  particular  Notes to be purchased  shall be selected by the
Trustee from the Notes of the holders  accepting the offer by such method as the
Trustee shall deem fair and  appropriate and which may provide for the selection
for purchase of portions of the principal of Notes;  provided,  however, that no
such partial purchase shall reduce the portion of the principal amount of a Note
not so purchased to less than $1,000.

         Assuming  the  offer is fully  subscribed,  the  total  amount of funds
required to purchase the Notes and pay all accrued and unpaid  interest  will be
approximately  $2,170,000.  If fewer  Notes are  tendered,  the  amount of funds
required will be less. The Company intends to use cash on hand to purchase Notes
and pay all accrued and unpaid interest under the offer.

                                                                     Page 2 of 3
<PAGE>



                                   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 hereunto duly authorized.



                                               LOUISIANA CASINO CRUISES, INC.



Dated: August 1, 1996                               By: /s/ W. Peter Temling
                                                       ------------------------
                                                       W. Peter Temling, Acting
                                                       Chief Financial Officer




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