<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-60361
EMPRESS ENTERTAINMENT, INC. (the "COMPANY")
EMPRESS CASINO HAMMOND CORPORATION ("EMPRESS HAMMOND")
EMPRESS CASINO JOLIET CORPORATION ("EMPRESS JOLIET")
EMPRESS RIVER CASINO FINANCE CORPORATION ("EMPRESS FINANCE")
HAMMOND RESIDENTIAL, L.L.C. ("HAMMOND RESIDENTIAL")
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3932031
Indiana 36-3865868
Illinois 36-3740765
Delaware 36-3929804
Indiana --
-------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2300 Empress Drive, Joliet, Illinois 60436
-------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (815) 744-9400
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practical date.
Company: Voting Common Stock, $0.01 Par Value - 1,745.330 Shares as of
April 30, 1999; Non-Voting, Common Stock, $0.01 Par Value - 164.035
Shares as of April 30, 1999
Empress Hammond: Common Stock, No Par Value - 1,000 Shares as of April 30, 1999
Empress Joliet: Common Stock, No Par Value - 1,000 Shares as of April 30, 1999
Empress Finance: Common Stock, $0.01 Par Value - 1,000 Shares as of April 30,
1999
Hammond Residential: 100% Interest
Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
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EMPRESS ENTERTAINMENT, INC.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures about
Market Risk 10
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
<PAGE>
EMPRESS ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands Except Share Amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
------------ -----------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 36,892 $ 33,555
Restricted cash held for defeasance 166,133 -
Accounts receivable, less allowance for doubtful
accounts of $1,808 and $2,235, respectively 3,249 2,908
Other current assets 2,744 3,099
US Treasuries held for defeasance including accrued
interest and unamortized premium - 163,933
----------- -----------
Total current assets 209,018 203,495
Property and equipment, net 190,482 193,809
Other assets, net 30,410 29,509
----------- -----------
Total assets $ 429,910 $ 426,813
=========== ===========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 4,311 $ 4,289
Accrued payroll and related expenses 7,355 6,802
Interest payable 11,184 10,799
Other accrued liabilities 17,134 11,573
Current portion of long-term debt 150,000 150,000
----------- -----------
Total current liabilities 189,984 183,463
Long-term debt 166,500 176,000
Commitments and contingencies
Stockholders' equity:
Common stock; $.01 par value; 6,000 shares authorized;
1,909.365 shares issued and outstanding - -
Treasury stock; 17.381 shares, held at cost (4,667) (4,667)
Additional paid-in capital 16,548 16,548
Retained earnings 61,545 55,469
----------- -----------
Total stockholders' equity 73,426 67,350
----------- -----------
Total liabilities and stockholders' equity $ 429,910 $ 426,813
=========== ===========
</TABLE>
The accompanying footnotes are an integral part of these financial statements.
3
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EMPRESS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------
1999 1998
---------- -----------
(Unaudited)
<S> <C> <C>
Revenues:
Casino $ 98,893 $ 91,337
Food and beverage 7,195 6,392
Hotel, parking, retail and other 1,832 1,603
---------- -----------
Gross revenues 107,920 99,332
Less: promotional allowances (3,326) (2,470)
---------- -----------
Net Revenues 104,594 96,862
Operating Expenses:
Casino 51,199 47,007
Food and beverage 6,541 6,344
Hotel, parking and retail 1,290 1,111
Sales, general and administrative 10,040 10,549
Other operating 5,184 4,790
Corporate 1,430 1,282
Depreciation and amortization 5,471 4,868
---------- -----------
81,155 75,951
---------- -----------
Income from operations 23,439 20,911
Other income (expense):
Interest income 2,294 982
Interest expense (7,511) (5,301)
---------- -----------
Income before state income taxes 18,222 16,592
Provision for state income taxes 139 83
---------- -----------
Net income $ 18,083 $ 16,509
========== ===========
</TABLE>
The accompanying footnotes are an integral part of these financial statements.
4
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EMPRESS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
Three Months Ended March 31,
--------------------------------
1999 1998
------------- -------------
(Unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 18,083 $ 16,509
Adjustments to reconcile net income to cash
provided by operating activities
Depreciation and amortization 5,471 4,868
Other 336 -
Change in operating assets and liabilities:
Accounts receivable (341) 892
Other current assets 355 907
Accounts payable 22 (332)
Accrued payroll and related expenses 553 (385)
Interest payable 385 4,043
Other accrued liabilities 5,561 3,399
---------- ----------
Net cash provided by operating activities 30,425 29,901
---------- ----------
Cash flows from investing activities:
Purchase of investments (1,200) (16,083)
Proceeds from sale of investments 161,099 10,010
Decrease in interest receivable on investment 2,538 -
Purchase of property and equipment (1,743) (7,242)
Increase in restricted cash (166,133) -
Increase in other assets (142) -
---------- ----------
Net cash used in investing activities (5,581) (13,315)
---------- ----------
Cash flows from financing activities:
Payments on borrowings (9,500) (5,091)
Stockholder distributions (12,007) (7,239)
---------- ----------
Net cash used in financing activities (21,507) (12,330)
---------- ----------
Net increase in cash and cash equivilants 3,337 4,256
Cash and cash equivalents, beginning of period 33,555 73,257
---------- ----------
Cash and cash equivalents, end of period $ 36,892 $ 77,513
========== ==========
Supplemental Disclosure of Cash Flow Information:
Interest Paid $ 7,126 $ 1,081
Income taxes paid $ 400 $ 250
</TABLE>
The accompanying footnotes are an integral part of these financial statements.
5
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EMPRESS ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 (Unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements of Empress Entertainment, Inc. ("the
Company") include the accounts of its wholly owned subsidiaries, Empress
Casino Hammond Corporation ("Empress Hammond") incorporated on November 25,
1992, Empress Casino Joliet Corporation ("Empress Joliet") incorporated on
December 26, 1990, Empress River Casino Finance Corporation ("Empress
Finance") incorporated on January 7, 1994, and Empress Opportunities, Inc.
("Empress Opportunities") incorporated on July 14, 1998. All significant
intercompany transactions have been eliminated.
The Company is engaged in the business of providing riverboat gaming and
related entertainment to the public. Empress Joliet was granted a three
year operating license from the Illinois Gaming Board on July 9, 1992,
which was renewed in July 1998 and must be renewed each year thereafter, to
operate the Empress I and Empress II riverboat casinos located on the Des
Plaines River in Joliet, Illinois. Empress Hammond was granted a five-year
operating license, with annual renewals thereafter, from the Indiana Gaming
Commission on June 21, 1996 to operate the Empress III riverboat casino
located on Lake Michigan in Hammond, Indiana. Empress III commenced
operations on June 28, 1996. The majority of the Company's customers reside
in the Chicago metropolitan area.
Empress Opportunities was formed as an unrestricted subsidiary to serve as
a holding company, under which the Company is pursuing certain business
opportunities other than the Company's gaming operations in Joliet,
Illinois and Hammond, Indiana. Empress Racing, Inc. ("Empress Racing") was
formed as an unrestricted subsidiary of Empress Opportunities to hold a 50%
ownership interest in Kansas Racing, LLC, which has acquired certain
indebtedness of Sunflower Racing, Inc., then the owner of the Woodlands
Racetrack in Kansas City, Kansas. Kansas Racing subsequently acquired the
Woodlands Racetrack with a bid in an auction pursuant to a proceeding under
Chapter 7 of the U.S. Bankruptcy Code.
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. Interim results may not necessarily be indicative of
results, which may be expected for any other interim period, or for the
year as a whole. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1998. The accompanying unaudited consolidated financial
statements contain adjustments which are, in the opinion of management,
necessary to present fairly the financial position and results of
operations for the periods indicated. Such adjustments include only normal
recurring accruals.
Reclassifications
Certain amounts in prior years' financial statements have been reclassified
to conform to the current year presentation.
6
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
2. Plan of Merger
On September 2, 1998, and as amended on March 25, 1999, the Company entered
into an Agreement and Plan of Merger (the "Merger Agreement") with
Horseshoe Gaming (Midwest), Inc. and certain of its affiliates ("Horseshoe
Midwest") which, if consummated, would result in the acquisition by
Horseshoe Midwest of all of the outstanding stock of Empress Hammond and
Empress Joliet via two simultaneous merger transactions (the "Proposed
Mergers").
Consummation of the Merger Agreement constitutes a "Change of Control"
under the Indenture and will trigger Horseshoe Midwest's obligation to make
an irrevocable offer to purchase the Notes (the "Change of Control Offer")
at a cash price equal to 101% of the principal amount plus accrued and
unpaid interest. Holders of the Notes will have the option of tendering all
or any portion of their Notes for redemption, or they may retain the Notes.
The Company and/or Horseshoe Midwest intend to comply with the provisions
of the Indenture. The Change of Control Offer must commence within 10
business days following the consummation of the transactions contemplated
by the Plan of Merger and must remain open for at least 20 business days.
Horseshoe Midwest must complete the repurchase of any Notes tendered in
response to the Change of Control Offer no more than 30 business days after
the consummation of the transactions as contemplated in the Plan of Merger.
3. Subsequent Event
In June 1998, the Company irrevocably deposited $167.2 million (the
"Covenant Defeasance") for the purpose of effecting the redemption of all
of the Company's 10 3/4% Senior Notes due 2002 (the "Senior Notes"). On
February 10, 1999, the Trustee sent out a Notice of Redemption to the
holders of the Senior Notes announcing the redemption of such Notes. On
April 1, 1999, the Company redeemed all of its $150 million of 10 3/4%
Senior Notes, thus fulfilling all of its obligations related to the Senior
Notes. The Company will recognize an extraordinary loss of $10.2 million in
the second quarter of fiscal 1999 due to this early retirement of debt.
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following discussion and analysis provides information which the Company's
management believes is relevant to an assessment and understanding of the
consolidated financial condition and results of operations of the Company. The
discussion should be read in conjunction with the Consolidated Financial
Statements and notes thereto.
Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998
Net revenues for the three months ended March 31, 1999 totaled $104.6 million
compared to $96.9 million for the three months ended March 31, 1998, an increase
of $7.7 million or 8.0%. The increase in net revenues was primarily attributable
to increased casino revenues. Empress Hammond's net revenues increased to $60.5
million from $58.5 million and Empress Joliet's net revenues increased to $44.1
million from $38.4 million.
Casino revenues totaled $98.9 million and $91.3 million for the three months
ended March 31, 1999 and 1998, respectively, an increase of $7.6 million or
8.3%. Empress Hammond's casino revenues increased $2.2 million or 3.9% to $57.6
million from $55.4 million due to an increase in win per passenger and the
addition of the fourth deck in the second quarter of 1998. Empress Joliet's
casino revenues increased $5.4 million or 15.0% to $41.3 million from $35.9
million primarily due to an increase in win per passenger.
Casino expenses totaled $51.2 million and $47.0 million for the three months
ended March 31, 1999 and 1998, respectively, an increase of $4.2 million or
8.9%. Empress Hammond's casino expenses increased $1.6 million or 5.6% to $29.1
million from $27.5 million as a result of increased labor costs associated with
operating the fourth deck and an increase in gaming and admission taxes on the
increased casino revenues. Empress Joliet's casino expenses increased $2.6
million or 13.6% to $22.1 million from $19.5 million primarily due to increased
gaming and admission taxes on the increase in casino revenues.
Income from operations totaled $23.4 million and $20.9 million for the three
months ended March 31, 1999 and 1998, respectively, an increase of $2.5 million
or 12.1%. Income from operations at Empress Hammond, before corporate and
intercompany transactions, increased $0.3 million or 2.3% to $15.1 million from
$14.8 million. Income from operations at Empress Joliet, before corporate and
intercompany transactions, increased $2.5 million or 34.4% to $9.9 million from
$7.4 million. Loss from operations of corporate increased $0.3 million or 28.9%
to $1.6 million from $1.3 million.
Net interest expense for the three months ended March 31, 1999 totaled $5.2
million compared to $4.3 million for the three months ended March 31, 1998, an
increase of $0.9 million or 20.8%. This increase was a result of the additional
net interest expense associated with the refinancing and related Covenant
Defeasance of the Company's debt.
Net income amounted to $18.1 million and $16.5 million for the three months
ended March 31, 1999 and 1998, respectively. This increase in net income was due
to the factors discussed above.
Earnings before Interest, Taxes, Depreciation and Amortization
Earnings before interest, taxes, depreciation and amortization ("EBITDA") for
the three months ended March 31, 1999 totaled $28.9 million compared to $25.8
million for the three months ended March 31, 1998 an increase of $3.1 million or
12.1%. EBITDA from Empress Hammond, before corporate and intercompany
transactions, increased by $1.0 million or 6.0% to $18.4 million from $17.4
million and Empress Joliet's EBITDA, before corporate and intercompany
transactions, increased $2.2 million or 23.0% to $11.9 million from $9.7
million. Corporate EBITDA was a loss of $1.4 million and $1.3 million for the
three months ended March 31, 1999 and 1998, respectively.
8
<PAGE>
EBITDA is calculated by adding depreciation and amortization to income from
operations.
The Company considers EBITDA to be a widely accepted financial indicator of a
companies ability to service debt, fund capital expenditures and expand its
business: however, EBITDA is not calculated the same way by all companies and
does not represent cash flows from operations as defined by generally accepted
accounting principles. EBITDA should not be considered by an investor as an
alternative to net income, as an indicator of operating performance or as an
alternative to cash flow as a measure of liquidity. The EBITDA figure presented
herein is calculated differently than for the purpose of the covenants under the
Company's indenture governing its $150 million of the 8 1/8% Senior Subordinated
Notes.
Liquidity and Capital Resources
For the three months ended March 31, 1999, the Company generated cash flow from
operations of $30.4 million compared to $29.9 million for the three months ended
March 31, 1998. This increase of $0.5 million was primarily attributable to an
increase in net income offset by changes in operating assets and liabilities.
During the three months ended March 31, 1999, the Company contributed $1.2
million to an unrestricted subsidiary which holds a 50% ownership interest in a
limited liability company. The limited liability company used the funds to
acquire the remaining outstanding secured indebtedness of Sunflower Racing,
Inc., the owner of the Woodlands Racetrack in Kansas City, Kansas. The limited
liability company previously acquired a vast majority of the outstanding secured
indebtedness of Sunflower Racing, Inc. in December 1998 using funds contributed
by the Company of $9.2 million and acquired the Woodlands Racetrack with a bid
pursuant to a proceeding under Chapter 7 of the U.S. Bankruptcy Code.
During the three months ended March 31, 1999, the Company's used cash of $5.6
million in investing activities. Proceeds from the sale of U.S. Treasuries
amounted to $161.1 million. The sale proceeds and interest received on the U.S.
Treasuries of $5.0 million were transferred to a restricted cash account on
March 31, 1999. The restricted cash was used on April 1, 1999 to retire all of
the $150 million of 10 3/4% Senior Notes. See also Note 3 to the interim
consolidated financial statements.
During the three months ended March 31, 1999 and 1998, principal payments of
borrowings were $9.5 million and $5.1 million, respectively.
During the three months ended March 31, 1999 and 1998, stockholder distributions
totaled $12.0 million and $7.2 million, respectively. Of these distributions,
$5.5 million and $5.1 million, respectively, was distributed to permit
shareholders to pay federal and state income taxes.
As of March 31, 1999, the Company had $16.5 million outstanding under its $100
million revolving Credit Facility.
The Company's 1999 operating plan includes capital expenditures totaling $12.4
million. Capital improvements include the renovation of the interior of the
Empress Hammond pavilion and the addition of a nightclub to the Empress Joliet
pavilion.
The Company anticipates that cash on hand and cash flows from operations and the
revolving Credit Facility will be sufficient to satisfy the Company's cash
requirements as currently contemplated.
Year 2000
The Year 2000 or "Y2K" problem is the result of computer programs being written
using two digits rather than four to define the applicable year. Any of the
Company's programs that have time sensitive software may recognize a date using
"00" as the year 1900, rather than the year 2000. This could result in a major
system failure or miscalculations.
9
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As part of the first phase of the Company's Year 2000 compliance program, the
Company conducted an internal review of its computer systems to identify the
systems that could be affected by the Year 2000 problem, including both
"information technology" systems (such as software that processes financial and
other information) and non-information technology. The Company is in the process
of completing the second phase of its Year 2000 compliance program, which
involves (1) the implementation of its existing remediation plan to resolve the
Company's internal Year 2000 issues, (2) the identification of any potential
Year 2000 issues with the Company's significant vendors and suppliers and (3)
the evaluation of a contingency plan in the event that the Company or its
significant vendors and suppliers are unable to adequately address Year 2000
issues in time. The Company has a September 1999 target date to complete its
implementation efforts.
The Company presently believes that, with modifications to existing software and
conversions to new software, the Year 2000 issue will not pose significant
operational problems for the Company's internal computer systems as so modified
and converted. However, if such modifications and conversions are not completed
on a timely basis, the Year 2000 problem may have a material adverse impact on
the operations of the Company. In addition, in the event that any of the
Company's significant vendors and suppliers do not successfully and timely
achieve Year 2000 compliance, the Company's business or operations could be
adversely affected. The Company estimates it will incur less than $300,000 in
expenses to ensure all systems will function properly with respect to dates in
the year 2000. These expenses are not expected to have a material impact on the
financial position, results of operations or liquidity of the Company.
This is a Year 2000 readiness disclosure entitled to protection as provided in
the Year 2000 Information and Readiness Disclosure Act.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk--Interest Rate Sensitivity
The market risk inherent in the Company's financial instruments is the potential
loss in fair value arising from the adverse changes in interest rates.
Currently, the Company does not use interest rate derivative instruments to
manage exposure to interest rate changes as the vast majority of the Company's
indebtedness is financed at fixed rates. At March 31, 1999, the carrying amount
of the Company's long-term debt instruments approximated their fair value.
10
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Part II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: The following exhibits are incorporated by reference
into this Report:
Exhibit No. Exhibit
- ----------- -------
2.1 Agreement and Plan of Merger, dated June 1, 1998, of New Empress Joliet,
Inc. into Empress Joliet, incorporated by reference to Exhibit 2.1 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
2.2 Articles of Merger, filed June 5, 1998, between New Empress Joliet, Inc.
into Empress Joliet (included in Exhibit 3.5), incorporated by reference to
Exhibit 2.2 of the Company's Registration Statement on Form S-4, filed July
31, 1998.
2.3 Stock Purchase Agreement, dated June 12, 1998, between the Company and
Empress Joliet, incorporated by reference to Exhibit 2.3 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
2.4 Termination of Lease, dated June 17, 1998, between the Company and Empress
Hammond, incorporated by reference to Exhibit 2.4 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
2.5 Bill of Sale for the Empress III, dated June 17, 1998 executed by the
Company incorporated by reference to Exhibit 2.5 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
2.6 Agreement and Plan of Merger, dated as of September 2, 1998, by and among
the Company, Empress Hammond, Empress Joliet and Horseshoe Gaming, L.L.C.,
a Delaware limited liability company ("Horseshoe"), Horseshoe Gaming
(Midwest), Inc., a Delaware corporation ("Horseshoe Midwest"), Empress
Acquisition Illinois, Inc., a Delaware corporation ("Empress Illinois"),
Empress Acquisition Indiana, Inc., a Delaware corporation ("Empress
Indiana"), incorporated by reference to Exhibit 2.6 of the Company's Pre-
Effective Amendment No. 1 to Registration Statement on Form S-4, filed
September 11, 1998.
2.7 First Amendment to Agreement and Plan of Merger, dated as of March 25,
1999, by and among the Company, Empress Hammond, Empress Joliet and
Horseshoe Gaming, L.L.C., a Delaware limited liability company
("Horseshoe"), Horseshoe Gaming (Midwest), Inc., a Delaware corporation
("Horseshoe Midwest"), Empress Acquisition Illinois, Inc., a Delaware
corporation ("Empress Illinois"), Empress Acquisition Indiana, Inc., a
Delaware corporation ("Empress Indiana"), incorporated by reference to
Exhibit 2.7 of the Company's Annual Report on Form 10-K, filed March 31,
1999.
3.1 Amended Certificate of Incorporation of the Company, as amended as of May
28, 1998, incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
3.2 By-Laws of the Company incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
11
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3.3 Restated Articles of Incorporation of Empress Hammond as amended as of
March 11, 1996 incorporated by reference to Exhibit 3. of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
3.4 By-Laws of Empress Hammond incorporated by reference to Exhibit 3.4 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
3.5 Articles of Incorporation of Empress Joliet incorporated by reference to
Exhibit of the Company's Registration Statement on Form S-4, filed July 31,
1998.
3.6 By-Laws of Empress Joliet incorporated by reference to Exhibit 3.6 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
3.7 Certificate of Incorporation of Empress Finance incorporated by reference
to Exhibit 3.7 of the Company's Registration Statement on Form S-4, filed
July 31, 1998.
3.8 By-Laws of Empress Finance incorporated by reference to Exhibit 3.8 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
3.9 Certificate of Organization of Hammond Residential as of February 23, 1998
incorporated by reference to Exhibit 3.9 of the Company's Registration
Statement on Form S-4, filed July 31, 1998.
3.10 Operating Agreement of Hammond Residential incorporated by reference to
Exhibit 3.10 of the Company's Registration Statement on Form S-4, filed
July 31, 1998.
4.1 Indenture, dated June 18, 1998, among the Company, the Guarantors and U.S.
Bank Trust National Association, as Trustee, including forms of the Old
Notes and the New Notes issued pursuant to such Indenture, incorporated by
reference to Exhibit 4.1 of the Company's Registration Statement on Form
S-4, filed July 31, 1998.
4.2 Registration Rights Agreement, dated June 18, 1998, by and among the
Company, the Guarantors, and the Initial Purchasers, incorporated by
reference to Exhibit 4.2 of the Company's Registration Statement on Form
S-4, filed July 31, 1998.
4.3 Indenture, dated April 1, 1994, among Empress Finance, the Company (f/k/a
LMC Leasing, Ltd.), Empress Hammond (f/k/a Lake Michigan Charters, Ltd.),
Empress Joliet (f/k/a Empress River Casino Corporation) and U.S. Bank Trust
National Association (f/k/a First Trust National Association), as Trustee,
including a form the Notes, incorporated by reference to Exhibit 4.3 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
4.4 Supplemental Indenture to the 1994 Indenture dated November 6, 1997 among
Empress Finance, the Company, Empress Hammond, Empress Joliet, New Empress
Hammond, Inc. and First Trust National Association, as Trustee,
incorporated by reference to Exhibit 4.4 of the Company's Registration
Statement on Form S-4, filed July 31, 1998.
4.5 Supplemental Indenture No. 2 to the 1994 Indenture dated February 23, 1998
among Empress Finance, the Company, Empress Hammond, Empress Joliet,
Hammond Residential and U.S. Bank Trust National Association, as Trustee,
incorporated by reference to Exhibit 4.5 of the Company's Registration
Statement on Form S-4, filed July 31, 1998.
4.6 Supplemental Indenture No. 3 to the 1994 Indenture dated April 29, 1998
among Empress Finance, the Company, Empress Hammond, Empress Joliet, New
Empress Joliet, Inc., Hammond Residential and U.S. Bank Trust National
Association, as Trustee, incorporated by reference to Exhibit 4.6 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
12
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4.7 Supplemental Indenture No. 4 to the 1994 Indenture dated June 10, 1998
among Empress Finance, the Company, Empress Hammond, Empress Joliet, New
Empress Joliet, Inc., Hammond Residential and U.S. Bank Trust National
Association, as Trustee, incorporated by reference to Exhibit 4.7 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
4.8 Credit Agreement, dated as of June 17, 1998 by and among the Company,
Empress Hammond, Empress Joliet and Wells Fargo Bank, National
Association ("Wells Fargo"), incorporated by reference to Exhibit 4.8 of
the Company's Registration Statement on Form S-4, filed July 31, 1998.
10.1 Tax Reimbursement Agreement, dated June 18, 1998, by and between the
Company and each of the Stockholders of the Company, incorporated by
reference to Exhibit 10.1 of the Company's Registration Statement on
Form S-4, filed July 31, 1998.
10.2 Guaranty executed by Empress Hammond in favor of the holders of the
Notes, incorporated by reference to Exhibit 10.2 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
10.3 Guaranty executed by Empress Joliet in favor of the holders of the
Notes, incorporated by reference to Exhibit 10.3 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
10.4 Guaranty executed by Empress Finance in favor of the holders of the
Notes, incorporated by reference to Exhibit 10.4 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
10.5 Guaranty executed by Hammond Residential in favor of the holders of the
Notes, incorporated by reference to Exhibit 10.5 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
10.6 Contract dated November 20, 1997 between Empress Joliet and Gas City,
Ltd., incorporated by reference to Exhibit 10.6 of the Company's
Registration Statement on Form S-4, filed July 31, 1998.
10.7 Trademark License Agreement dated June 30, 1997 between Empress Joliet
and Empress Hammond, incorporated by reference to Exhibit 10.7 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.8 Consulting Agreement dated January 1, 1998 between Empress Hammond and
William J. Sabo, incorporated by reference to Exhibit 10.8 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.9 Consulting Agreement dated January 1, 1998 between Empress Joliet and
William J. Sabo, incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.10 Hammond Riverboat Gaming Project Development Agreement by and among the
City of Hammond, Indiana, City of Hammond, Department of Redevelopment
and Empress Casino Hammond Corporation, dated as of June 21, 1996,
incorporated by reference to Exhibit 10.10 of the Company's Registration
Statement on Form S-4, filed July 31, 1998.
10.11 Lease by and between the City of Hammond, Department of Redevelopment
and Empress Hammond, dated as of June 19, 1996, incorporated by
reference to Exhibit 10.11 of the Company's Registration Statement on
Form S-4, filed July 31, 1998.
13
<PAGE>
10.12 License Agreement by and between Hammond Port Authority and Empress
Hammond, dated as of June 21, 1996, incorporated by reference to Exhibit
10.12 of the Company's Registration Statement on Form S-4, filed July
31, 1998.
10.13 License Agreement by and between Department of Waterworks of the City of
Hammond and the City of Hammond, Indiana and Empress Hammond,
incorporated by reference to Exhibit 10.13 of the Company's Registration
Statement on Form S-4, filed July 31, 1998.
10.14 Employment Agreement dated March 7, 1997 between Empress Hammond and
Peter A. Ferro, Jr., incorporated by reference to Exhibit 10.14 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.15 Employment Agreement dated March 7, 1997 between Empress Joliet and
Peter A. Ferro, Jr., incorporated by reference to Exhibit 10.15 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.16 Allocation Agreement dated March 7, 1997 between Empress Hammond and
Empress Joliet, incorporated by reference to Exhibit 10.16 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.17 Employment Agreement dated June 12, 1997 between Empress Hammond and
Joseph J. Canfora, incorporated by reference to Exhibit 10.17 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.18 Employment Agreement dated June 12, 1997 between Empress Joliet and
Joseph J. Canfora, incorporated by reference to Exhibit 10.18 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.19 Long Term Incentive Bonus Agreement dated June 12, 1997 between Empress
Hammond and Joseph J. Canfora, incorporated by reference to Exhibit
10.19 of the Company's Registration Statement on Form S-4, filed July
31, 1998.
10.20 Long Term Incentive Bonus Agreement dated June 12, 1997 between Empress
Joliet and Joseph J. Canfora, incorporated by reference to Exhibit 10.20
of the Company's Registration Statement on Form S-4, filed July 31,
1998.
10.21 Allocation Agreement dated June 12, 1997 between Empress Hammond and
Empress Joliet, incorporated by reference to Exhibit 10.21 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.22 Employment Agreement dated March 12, 1998 between Empress Joliet and
John G. Costello, incorporated by reference to Exhibit 10.22 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.23 Employment Agreement dated March 12, 1998 between Empress Joliet and
Michael W. Hansen, incorporated by reference to Exhibit 10.23 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.24 Employment Agreement dated March 12, 1998 between Empress Joliet and
David F. Fendrick, incorporated by reference to Exhibit 10.24 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
10.25 Employment Agreement dated March 12, 1998 between Empress Hammond and
Rick S. Mazer, incorporated by reference to Exhibit 10.25 of the
Company's Registration Statement on Form S-4, filed July 31, 1998.
14
<PAGE>
10.26 Employment Agreement dated as of January, 1999, between Peter A. Ferro,
Jr. and Horseshoe Gaming, Inc., incorporated by reference to Exhibit
10.24 of the Company's Annual Report on Form 10-K, filed March 31, 1998.
10.27 Employment Agreement dated as of January, 1999, between Joseph J.
Canfora and Horseshoe Gaming, Inc., incorporated by reference to Exhibit
10.25 of the Company's Annual Report on Form 10-K, filed March 31, 1998.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
No reports of Form 8-K were filed during the period covered by this report.
15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the issuer
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Empress Entertainment, Inc.
(Issuer)
Dated: April 30, 1999
/s/ John G. Costello
--------------------
By: John G. Costello, Vice President,
Chief Financial Officer & Treasurer
(Principal Financial Officer)
Empress Casino Hammond Corporation
(Issuer)
- --------
/s/ John G. Costello
- --------------------
By: John G. Costello
Vice President, Chief Financial Officer & Treasurer
(Principal Financial Officer)
Empress Casino Joliet Corporation
(Issuer)
/s/ John G. Costello
- --------------------
By: John G. Costello
Vice President, Chief Financial Officer & Treasurer
(Principal Financial Officer)
Empress River Casino Finance Corporation
(Issuer)
/s/ John G. Costello
- --------------------
By: John G. Costello
Vice President, Chief Financial Officer & Treasurer
(Principal Financial Officer)
Hammond Residential, L.L.C.
(Issuer)
/s/ John G. Costello
- --------------------
By: John G. Costello
Vice President Chief Financial Officer & Treasurer
(Principal Financial Officer)
16
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