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 29,1998
Louisiana Casino Cruises, Inc.
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(Exact name of registrant as specified in its charter)
Louisiana 33-73534 72-1196619
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1717 River Road North, Baton Rouge, Louisiana 70802
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 381-7777
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Louisiana Casino Cruises, Inc., a Louisiana corporation (the
"Company"), commenced on July 29, 1998 an offer to purchase for cash up to
$4,937,500 aggregate principal amount of its 11 1/2% First Mortgage Notes Due
1998 (the "Notes") for 100% of their principal amount plus accrued and unpaid
interest to but not including the payment date. The offer will expire at 5:00
p.m., New York City time, on August 27, 1998 (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
$43,827,000 are outstanding as of the date hereof. The terms of the offer are
set forth in the Offer to Purchase, dated July 29, 1998, and the related 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 payment 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 August 28, 1998.
If less than all of 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 $5,075,000. To the extent fewer Notes are tendered, a portion of
the Cumulative Excess Cash Flow not used to repurchase Notes in the offer may
only be used for the acquisition of Notes in the open market. The remaining
portion, if any, is considered Cash Available For Reinvestment (as defined in
the Indenture) and is available for use for the limited purposes provided in the
Indenture. Because the Notes will mature on December 1, 1998, this offer will be
the final one required to be made by the Company pursuant to Section 1029 of the
Indenture.
The Company repurchased $119,000 of Notes pursuant to the offer dated
January 28, 1998 to purchase up to $3,795,000 of Notes. As a result, a portion
($2,813,500) of the then Cumulative Excess Cash Flow is included in the
$4,937,500 aggregate principal amount of Notes now being offered to be
purchased. The Company intends to use cash on hand to purchase Notes and pay all
accrued and unpaid interest under the offer.
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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 hereunto duly authorized.
LOUISIANA CASINO CRUISES, INC.
Dated: August 14, 1998 By: /s/ W. Peter Temling
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W. Peter Temling, Acting
Chief Financial Officer
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