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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 1999
Empress Entertainment, Inc. (the "Company")
Empress River Casino Finance Corporation ("Empress Finance")
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(Exact name of Registrant as specified in its charter)
Delaware 333-60361 36-3932031
Delaware 333-60361 36-3929804
(State or other jurisdiction of (Commission File number) (I.R.S. Employer
incorporation) Identification No.)
2300 Empress Drive, Joliet Illinois 60436
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (815) 744-9400
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________________________________________________
Former name or former address, if changed since last report
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Item 2. Acquisition or Disposition of Assets.
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Empress Entertainment, Inc. (the "Company"), which is one of the largest
operators of riverboat casinos serving the Chicago metropolitan area, today
announced that it had closed the sale of its two operating subsidiaries, Empress
Casino Joliet Corporation ("Empress Joliet") and Empress Casino Hammond
Corporation ("Empress Hammond"), operators of successful riverboat casinos in
Joliet, Illinois and Hammond, Indiana.
On September 2, 1998, the Company, Empress Hammond and Empress Joliet
entered into an Agreement and Plan of Merger with Horseshoe Gaming, L.L.C.,
Horseshoe Gaming Holding Corp. and certain of its affiliates. Pursuant to the
Merger Agreement, Horseshoe Gaming Holding Corp. acquired from the Company all
of the outstanding stock of Empress Hammond and Empress Joliet via two
simultaneous merger transactions for approximately $609 million in cash, payable
at closing on December 1, 1999.
Simultaneously with the closing of the mergers, Horseshoe Gaming Holding
Corp. assumed the obligations of the Company under the Company's outstanding
publicly registered $150 million of 8-1/8% Senior Subordinated Notes due 2006.
Following this assumption by Horseshoe, the Company and Empress River Casino
Finance Corporation have been discharged from any obligations under the Notes
and will cease to be reporting companies under the Securities Exchange Act of
1934, as amended. Empress Joliet and Empress Hammond, which will continue to
operate as wholly-owned subsidiaries of Horseshoe Gaming Holding Corp., will
remain as guarantors of the Notes.
Certain statements in this Report constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors are
discussed in more detail in the Company's filings with the Securities and
Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
(c) Exhibits
2.1 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.
2.2 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, Horseshoe Midwest, Empress Illinois, Empress Indiana,
incorporated by reference to Exhibit 2.7 of the Company's Annual Report on
Form 10-K, filed March 31, 1999.
2.3 Second Amendment to Agreement and Plan of Merger, dated as of July 23,
1999, by and among the Company, Empress Hammond, Empress Joliet and
Horseshoe, Horseshoe Midwest, Empress Illinois, Empress Indiana,
incorporated by reference to Exhibit 2.7 of the Company's Annual Report on
Form 10-Q, filed June 30, 1999.
2.4* Assumption Agreement, dated as of November 18, 1999, by and among the
Company, Empress Hammond, Empress Joliet and Horseshoe, Horseshoe Midwest,
Empress Illinois, Empress Indiana, Horseshoe Gaming Holding Corp., a
Delaware corporation ("HGHC"), Horseshoe Acquisition Illinois, Inc., an
Illinois corporation ("Horseshoe Illinois"), and Horseshoe Acquisition
Indiana, Inc., an Indiana corporation ("Horseshoe Indiana").
10.1 Consulting Agreement, dated as of July 23, 1999, by and between the Company
and Horseshoe, incorporated by reference to Exhibit 10.28
of the Company's Annual Report on Form 10-Q, filed June 30, 1999.
*Exhibit filed as part of this Form 8-K.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the Company and Empress Finance have duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: December 1, 1999
EMPRESS ENTERTAINMENT, INC.
By:/s/ Peter A. Ferro, Jr.
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Peter A. Ferro, Jr., Chief Executive Officer
EMPRESS RIVER CASINO FINANCE CORPORATION
By:/s/ Peter A. Ferro, Jr.
____________________________________________
Peter A. Ferro, Jr., Chief Executive Officer
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Exhibit 2.4
ASSUMPTION AGREEMENT
This Assumption Agreement ("Assumption Agreement"), dated as of November
18, 1999, is entered into by and among Horseshoe Gaming, L.L.C., a Delaware
limited liability company ("Parent"), Horseshoe Gaming (Midwest), Inc., a
Delaware corporation ("Horseshoe"), Empress Acquisition Illinois, Inc., a
Delaware corporation ("Empress Illinois"), Empress Acquisition Indiana, Inc., a
Delaware corporation ("Empress Indiana"), Empress Entertainment, Inc., a
Delaware corporation ("Empress"), Empress Casino Joliet Corporation, an Illinois
corporation ("Empress Joliet"), Empress Casino Hammond Corporation, an Indiana
corporation ("Empress Hammond"), Horseshoe Acquisition Illinois, Inc., an
Illinois corporation ("Horseshoe Illinois"), Horseshoe Acquisition Indiana,
Inc., an Indiana corporation ("Horseshoe Indiana"), and Horseshoe Gaming Holding
Corp., a Delaware corporation ("HGHC").
RECITALS
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A. Parent, Horseshoe, Empress Illinois, Empress Indiana, Empress, Empress
Joliet and Empress Hammond have heretofore entered into the Agreement and Plan
of Merger, dated as of September 2, 1998, as amended by the First Amendment,
dated as of March 25, 1999 (the "First Amendment") and the Second Amendment,
dated as of July 23, 1999 (the "Second Amendment"), which provides, among other
things, for the merger of Empress Illinois with and into Empress Joliet, and the
merger of Empress Indiana with and into Empress Hammond. The Merger Agreement as
amended by the First Amendment and Second Amendment is referred to herein as the
"Merger Agreement." All capitalized terms used herein and not otherwise defined
herein shall have the meaning ascribed to them in the Merger Agreement.
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B. Pursuant to the First Amendment, the parties agreed that HGHC would
replace Horseshoe as a party to the Merger Agreement and that Horseshoe Illinois
and Horseshoe Indiana would replace Empress Illinois and Empress Indiana,
respectively, as parties to the Merger Agreement (the "Assumptions").
C. All of the parties hereto wish to enter into this Assumption Agreement
to implement and evidence the Assumptions contemplated by the First Amendment.
AGREEMENT
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NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Status of Merger Agreement. Except as set forth herein and as otherwise
necessary to effectuate the intent of this Assumption Agreement, the Merger
Agreement shall remain in full force and effect in accordance with its
terms and shall not be waived, modified, superseded, or otherwise affected
by this Assumption Agreement. This Assumption Agreement is not to be
construed as a release, waiver or modification of any of the terms,
conditions, representations, warranties, covenants, rights or remedies set
forth in the Merger Agreement, except as specifically set forth herein.
2. Assumption of Obligations. Upon and subject to the terms herein, the
parties agree that:
a. HGHC Assignment and Assumption. Horseshoe does hereby convey, transfer
and assign to HGHC, its successors and assigns forever, all right,
title and interest of Horseshoe under the Merger Agreement, and HGHC,
for itself and its successors and
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assigns, does hereby unconditionally assume and agree to pay,
discharge and perform when lawfully due all liabilities, agreements,
covenants, commitments and obligations of every kind and nature of
Horseshoe under the Merger Agreement, in each case effective as of the
date hereof. All references in the Merger Agreement to Horseshoe shall
be replaced with references to HGHC.
b. Horseshoe Illinois Assignment and Assumption. Empress Illinois does
hereby convey, transfer and assign to Horseshoe Illinois, its
successors and assigns forever, all right, title and interest of
Empress Illinois under the Merger Agreement, and Horseshoe Illinois
for itself and its successors and assigns, does hereby unconditionally
assume and agree to pay, discharge and perform when lawfully due all
liabilities, agreements, covenants, commitments and obligations of
every kind and nature of Empress Illinois under the merger Agreement,
effective as of the date hereof. All references to Empress Illinois in
the Merger Agreement shall be replaced with references to Horseshoe
Illinois. Horseshoe Illinois shall be merged with and into Empress
Joliet in accordance with the laws of the State of Illinois and the
Merger Agreement (the "Illinois Merger"). Empress Joliet shall be the
surviving corporation of the Illinois Merger and such merger shall be
governed by the laws of the State of Illinois.
c. Horseshoe Indiana Assignment and Assumption. Empress Indiana does
hereby convey, transfer and assign to Horseshoe Indiana, its
successors and assigns forever, all right, title and interest of
Empress Indiana under the Merger Agreement, and
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Horeshoe Indiana, for itself and its successors and assigns, does
hereby unconditionally assume and agree to pay, discharge and
perform when lawfully due all liabilities, agreements, covenants,
commitments and obligations of every kind and nature of Empress
Indiana under the Merger Agreement, effective as of the date
hereof. All references to Empress Indiana in the Merger Agreement
shall be replaced with references to Horseshoe Indiana. Horseshoe
Indiana shall be merged with and into Empress Hammond in
accordance with the laws of the State of Indiana and the Merger
Agreement (the "Indiana Merger"). Empress Hammond shall be the
surviving corporation of the Indiana Merger and such merger shall
be governed by the laws of the State of Indiana.
3. Authorization of the Assumption Agreement. Each of the parties hereto
represents and warrants that (a) its execution, delivery, and
performance of this Assumption Agreement has been duly authorized by
all necessary corporate or limited liability company action, as
applicable, (b) this Assumption Agreement is a legal, valid and
binding obligation of such entity enforceable in accordance with its
terms, and (c) this Assumption Agreement does not conflict with any
agreement or obligation of such party.
4. Counterparts. This Assumption Agreement may be executed in any number
of counterparts, each of which shall be deemed an original and all of
which together constitute one and the same instrument.
5. Governing Law. This Assumption Agreement shall be a contract made and
governed under the laws of the State of Delaware, without regard to
conflict of law principles.
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"PARENT"
HORSESHOE GAMING, L.L.C.
By Its Manager: Horseshoe Gaming, Inc.
/s/ Jack B. Binion
By:__________________________________
Printed: Jack B. Binion
_____________________________
Its: President
_________________________________
"HORSESHOE"
HORSESHOE GAMING (MIDWEST), INC.
/s/ Jack B. Binion
By:__________________________________
Printed: Jack B. Binion
_____________________________
Its: President
_________________________________
"EMPRESS ILLINOIS"
EMPRESS ACQUISITION ILLINOIS, INC.
/s/ Jack B. Binion
By:__________________________________
Printed: Jack B. Binion
_____________________________
Its: President
_________________________________
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"EMPRESS INDIANA"
EMPRESS ACQUISITON INDIANA, INC.
By: /s/ Jack B. Binion
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Printed: Jack B. Binion
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Its: President
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"HORSESHOE ILLINOIS"
HORSESHOE ACQUISITION ILLINOIS, INC.
By: /s/ Jack B. Binion
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Printed: Jack B. Binion
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Its: President
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"HORSESHOE INDIANA"
HORSESHOE ACQUISITION INDIANA, INC.
By: /s/ Jack B. Binion
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Printed: Jack B. Binion
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Its: President
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"EMPRESS"
EMPRESS ENTERTAINMENT, INC.
By: /s/ Peter A. Ferro
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Printed: PETER A. FERRO, JR.
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Its: CHIEF EXECUTIVE OFFICER
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"EMPRESS JOLIET"
EMPRESS CASINO JOLIET CORPORATION
By: /s/ Peter A. Ferro
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Printed: PETER A. FERRO, JR.
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Its: CHIEF EXECUTIVE OFFICER
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"EMPRESS HAMMOND"
EMPRESS CASINO HAMMOND CORPORATION
By: /s/ Peter A. Ferro
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Printed: PETER A. FERRO, JR.
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Its: CHIEF EXECUTIVE OFFICER
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