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): October 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: (225) 709-7777
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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.
On October 29, 1998, CRC Holdings, Inc., the management company of the
Casino Rouge and 60% shareholder of Louisiana Casino Cruises, Inc., announced
that it had signed a letter of intent to merge with Jackpot Enterprises, Inc., a
publicly held company which presently operates one of the largest gaming machine
route operations in Nevada aggregating approximately 4,300 gaming machines at
approximately 400 locations. Gaming machine route operations include the
operation of machines at retail stores (supermarkets, drug stores, merchandise
stores and convenience stores), bars and restaurants. There are no assurances
however, when such merger will be consummated, if ever.
Item 7. Financial Statements and Other Exhibits.
(c) Exhibits
99 Press release dated October 29, 1998.
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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: October 30, 1998 By: /s/ W. Peter Temling
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W. Peter Temling
Chief Financial Officer
EXHIBIT 99
PRESS RELEASE
JACKPOT ENTERPRISES, INC.
1110 Palms Airport Drive (702)-263-5555
Las Vegas, Nevada 89119
FOR IMMEDIATE RELEASE For further information, contact:
Don R. Kornstein (702) 263-5555
Carnival Resorts & Casinos:
Sherwood M. Weiser
(305) 445-4220
JACKPOT ENTERPRISES, INC.
ANNOUNCES LETTER OF INTENT TO MERGE WITH CRC HOLDINGS, INC.
(CARNIVAL RESORTS & CASINOS)
AND
RETENTION OF FINANCIAL ADVISOR
Las Vegas, Nevada; October 29, 1998 - Jackpot Enterprises, Inc. (NYSE:J)
announced the signing of a letter of intent to merge with CRC Holdings, Inc.,
operating as Carnival Resorts & Casinos ("CRC") a privately owned company based
in Miami, Florida. CRC presently owns 60% of, and manages Casino Rouge, a
riverboat in Baton Rouge, Louisiana and operates Casino Rama, a 200,000 sq. ft.
casino located north of Toronto, Canada for the Chippewas of Rama First Nations
and the Ontario Casino Corporation. In addition, CRC has an agreement to develop
and own a unique destination resort to be known as the Grand Bay Resort at The
Village at MonteLago located at Lake Las Vegas just outside of Las Vegas,
Nevada. CRC also has other significant potential management/development projects
already in various stages of their pipeline, including its selection by the
Kalispel Tribe of Indians in the State of Washington, to develop and operate a
casino located near Spokane, Washington, for which Governor Gary Locke recently
signed the compact allowing the Class III casino project to proceed.
The merger contemplates that Jackpot will issue 6.485 million shares of
its common stock, subject to adjustment under certain circumstances, enabling
the combined company to retain Jackpot's existing cash resources. Jackpot's
EBITDA, pro forma for the merger, will more than double and, when combined with
Jackpot's balance sheet strength and liquidity, growth potential will be
significantly enhanced both through possible gaming company acquisitions and
completion of development/ management projects already in process.
A majority of CRC's shareholders have already agreed in principal to the
transaction, and its two founding and largest shareholders, Sherwood M. Weiser
and Donald E. Lefton, have agreed to serve on Jackpot's expanded Board of
Directors. CRC will also have the right to select a third director as Jackpot's
Board of Directors will increase from four to seven members upon completion of
the transaction. It is expected that Mr. Weiser will serve as Co-Chairman
of the Board of the merged company, along with Jackpot's present Chairman,
Allan R. Tessler.
The transaction would require Jackpot stockholder approval.
Consequently, Jackpot's Annual Meeting of Stockholders, scheduled for December
16, 1998, has been postponed in favor of a special meeting of stockholders to
approve the issuance of the shares in connection with such transaction. The date
of the special meeting will be determined after all required documentation is
completed. Detailed information about the transaction will be included in a
special proxy statement, which will be sent to Jackpot stockholders prior to the
meeting.
Donaldson, Lufkin & Jenrette Securities Corporation, an investment
banking firm with extensive experience in the gaming industry, has been retained
by Jackpot's Board of Directors to act as its financial advisor. Their services
shall include the rendering of a fairness opinion regarding the fairness of the
consideration received for the shares being issued in this transaction.
Since the letter of intent is non-binding, no assurances can be given
that the above described transaction will be consummated or that it will be
consummated on the terms described herein. The parties anticipate entering into
a definitive agreement on or before December 31, 1998. Further, the transaction
is subject to regulatory and other approvals.
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Don R. Kornstein, Jackpot's President and Chief Executive Officer
stated, "The merger with CRC will provide Jackpot with important operational and
geographic diversification as well as significant internal and acquisition
growth opportunities well beyond its core gaming machine route business in
Nevada. CRC also provides management depth and profitable gaming operations and
a pipeline of development and management opportunities which will further
enhance the combined company's growth prospects. In addition, the merger
positions Jackpot as one of a very select group of companies with investable
cash, strong cash flow and financing flexibility which should enable Jackpot to
acquire additional strategic gaming businesses on an attractive valuation basis.
With our new partners and combined strengths', I'm truly excited about Jackpot's
future opportunities to enhance long-term stockholder value."
Sherwood M. Weiser, CRC's Chairman & Chief Executive Officer added; "We
are extremely pleased with this transaction and believe that it brings together
two very able management teams, with the financial strength to be able to
selectively grow the merged company over the years."
It is contemplated that the shares to be issued in connection with this
transaction shall be registered on a registration statement to be filed with
the Securities and Exchange Commission. Such securities may not be issued
and the transaction may not be consummated until such registration
statement becomes effective. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy, nor shall there be any sale of
these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
such state.
Jackpot presently operates one of the largest gaming machine route
operations and two small casinos, all in Nevada, aggregating approximately 4,300
gaming machines at approximately 400 locations. Gaming machine route operations
include the operation of machines at retail stores (supermarkets, drug stores,
merchandise stores and convenience stores), bars and restaurants. Jackpot,
through its various subsidiary operating companies, has been continuously
involved in the expanding gaming industry in Nevada for over three decades.
Matters discussed in this news release contain forward-looking
statements. The Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations in the Company's forward-looking
statements. Additional information on factors that may affect the operations,
performance, development and results of the Company's business are discussed in
filings of the Company with the Securities and Exchange Commission.
End
