LOUISIANA I GAMING L P
10-Q, 1997-05-15
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>
                                           
                                           
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                                           
                                Washington, D.C. 20549
                                           
                                      FORM 10-Q
                                           
                                           
                                           
                                  QUARTERLY REPORT 
                          Pursuant to Section 13 or 15 (d) 
                        of the Securities Exchange Act of 1934
                                           

For the quarter ended March 31, 1997             Commission File Number 0-20648
                                           
                                           
                             LOUISIANA - I  GAMING, L.P. 
               (Exact Name of Registrant as Specified in its Charter) 
                                           
             Louisiana                                           72-1238179
 (State or other jurisdiction of                              (I.R.S. Employer
   incorporation or organization)                            Identification No.)

                c/o Boomtown, Inc. 
        P. O. Box 399, Verdi, Nevada                              89439-0399
 (Address of principal executive offices)                         (Zip Code) 

         Registrant's telephone number, including area code: (702)345-8643


THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND
(B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.


Indicate by check mark 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  
                                           ------     ------

<PAGE>

                              LOUISIANA - I GAMING, L.P.
                                           
                                           

PART I.  FINANCIAL INFORMATION


Item 1.       Financial Statements (Unaudited) 

    Balance Sheets, September 30, 1996 and March 31, 1997.....................3

    Statements of Operations for the Three and Six Months
    Ended March 31, 1996 and 1997.............................................4

    Condensed Statements of Cash Flows for the Six Months                      
    Ended March 31, 1996 and 1997 ........................................... 5

    Notes to Financial Statements.............................................6

Item 2.       Management's Discussion and Analysis of Financial
              Condition and Results of Operations.............................9

PART II.  OTHER INFORMATION

Item 1.       Legal Proceedings..............................................12

Item 5.       Other Information..............................................12

Item 6.       Exhibits and Reports on Form 8-K ..............................12


SIGNATURES...................................................................13

SCHEDULE OF  EXHIBITS........................................................14


                                       2
<PAGE>
                            PART I - FINANCIAL INFORMATION
                                           
                             LOUISIANA - I GAMING, L.P. 
                                           
                                    BALANCE SHEETS
                                    (in thousands) 
<TABLE>
<CAPTION>
                                                   September 30,         March 31,
                                                        1996                1997
                                                    -------------         ---------
                                                                         (unaudited)
<S>                                                 <C>               <C>
ASSETS:
Current assets:
   Cash and cash equivalents                         $     3,512       $     4,123
   Accounts receivable, net                                   94               172
   Inventories                                               205               244
   Prepaid expenses                                        1,357               759
                                                    -------------      ------------
         Total current assets                              5,168             5,298

Property and equipment, at cost, net                      55,776            56,040
Goodwill, net                                                 --             3,968
Other assets                                                 161               118
                                                    -------------      ------------
         Total assets                                $    61,105       $    65,424
                                                    -------------      ------------
                                                    -------------      ------------
LIABILITIES AND PARTNERS' CAPITAL:
Current liabilities:
   Accounts payable                                  $       704       $       776
   Accrued compensation                                      843               799
   Other accrued liabilities                               2,907             2,658
   Note payable - Boomtown, Inc.                          25,695            24,967
   Accrued interest payable - Boomtown, Inc.                 242               213
   Long-term debt due within one year (Note 2)             2,097             1,997
                                                    -------------      ------------
         Total current liabilities                        32,488            31,410 

Contingencies (Note 3)
                                                      
Long-term debt due after one year (Note 2)                 2,288             1,549 

Deferred gain                                                112                --

Partners' capital:
   General partner                                         1,301             1,613
   Limited partner                                        24,916            30,852
                                                    -------------      ------------
         Total partners' capital                          26,217            32,465
                                                    -------------      ------------
         Total liabilities and partners' capital     $    61,105       $    65,424
                                                    -------------      ------------
                                                    -------------      ------------
</TABLE>
                               See accompanying notes.

                                       3
<PAGE>
                               LOUISIANA - I GAMING, L.P. 
                                           
                               STATEMENTS OF OPERATIONS
                                    (in thousands) 
                                     (unaudited) 

<TABLE>
<CAPTION>
                                           Three Months Ended        Six Months Ended
                                                March 31,               March 31,
                                            1996        1997          1996         1997
                                         --------     --------     --------     ---------
<S>                                       <C>          <C>        <C>           <C>
REVENUES:

    Gaming                                $18,320      $18,008     $ 34,780     $ 34,996
    Family entertainment center               197          165          395          341
    Food and beverage                         145          159          286          229
    Cabaret                                   189          207          392          479
    General Store                              --           41           --           88
    Other income                              164          237          365          318
                                         --------     --------     --------     ---------
                                           19,015       18,817       36,218       36,451
COSTS AND EXPENSES:                                                           
                                                                              
    Gaming                                  7,349        7,170       14,021       14,183
    Gaming equipment leases                   476          388          909          759
    Family entertainment center               128           98          280          217
    Food and beverage                         255          347          501          572
    Cabaret                                   182          157          331          349
    General Store                              --           37           --           77
    Marketing                                 948          928        2,185        1,889
    Management fee-Boomtown, Inc.(Note 4)     201          240          456          480
    General and administrative              4,129        4,042        8,211        8,480
    Depreciation and amortization             687          807        1,295        1,564
                                         --------     --------     --------     ---------
                                           14,355       14,214       28,189       28,570
                                                                                  
Income from operations                      4,660        4,603        8,029        7,881
Interest and other expense, net            (1,199)        (769)      (2,360)      (1,632)
                                         --------     --------     --------     ---------
    Net income                            $ 3,461      $ 3,834     $  5,669     $  6,249
                                         --------     --------     --------     ---------
                                         --------     --------     --------     ---------
Net income allocated to partners:      
General partner                          $    173     $    192     $    274     $    313
Limited partners                            3,288        3,642        5,395        5,936
                                         --------     --------     --------     ---------
                                         $  3,461     $  3,834     $  5,669     $  6,249
                                         --------     --------     --------     ---------
                                         --------     --------     --------     ---------

</TABLE>
                               See accompanying notes.

                                       4
<PAGE>
                             LOUISIANA - I GAMING, L.P. 
                                           
                          CONDENSED STATEMENTS OF CASH FLOWS
                   Increase (decrease) in cash and cash equivalents
                                    (in thousands) 
                                     (unaudited)


                                                        Six Months Ended
                                                            March 31,
                                                         1996       1997
                                                      ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                         $  5,669   $  6,249
    
    Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation and amortization                         1,295      1,564
    Changes in operating assets and liabilities             838        130
                                                      ---------   ---------
        Net cash provided by operating activities         7,802      7,943
                                                      ---------   ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Increase in construction related payables                 7         --
    Payments for purchases of property and equipment     (1,301)    (1,552)
                                                      ---------   ---------
        Net cash used in investing activities            (1,294)    (1,552)
                                                      ---------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Note payable-Boomtown, Inc., net                     (5,349)    (4,747)
    Proceeds from long-term debt                            756         --
    Principal payments on long-term debt                   (768)    (1,033)
                                                      ---------   ---------
       Net cash used in financing activities             (5,361)    (5,780)
                                                      ---------   ---------

Net increase in cash and cash equivalents                 1,147        611

CASH AND CASH EQUIVALENTS:
    Beginning of period                                   3,072      3,512
                                                      ---------   ---------
    End of period                                      $  4,219   $  4,123
                                                      ---------   ---------
                                                      ---------   ---------

                               See accompanying notes.

                                       5
<PAGE>
                              LOUISIANA - I GAMING, L.P.
                                           
                            NOTES TO FINANCIAL STATEMENTS
                                     (unaudited)
                                           
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    BASIS OF PRESENTATION AND NATURE OF BUSINESS - Louisiana-I Gaming, L.P., 
(the "Partnership" or "Boomtown New Orleans" or "Boomtown Belle" or the 
"Company") a Louisiana limited partnership was majority owned and controlled 
by Boomtown, Inc. ("Boomtown") and on November 18, 1996, Boomtown entered into 
an agreement with its minority partner whereby his 7.5% minority interest was 
purchased by Boomtown and Boomtown has become effectively a 100% owner of the 
"Company" (See Note 5).  The Partnership commenced operations in August 1994 
on a 50-acre site in Harvey, Louisiana, approximately ten miles from downtown 
New Orleans.  Gaming operations are conducted from a 250-foot replica of a 
paddlewheel riverboat offering 912 slot machines and 56 table games (including 
blackjack ("21"), craps, poker, roulette, pai gow poker, let it ride and 
Caribbean stud) in a 30,000 square foot casino.  The land-based facility 
adjacent to the riverboat dock is composed of a western-themed, 88,000-square 
foot facility.  The first floor of the building opened December 1994, and 
offers the patrons of the Boomtown Belle a deli-style restaurant, the "Silver 
Screen" buffet, a 20,000-square foot family entertainment center and a western 
saloon/dance hall.  In addition, the land-based facility provides for staging 
of the gaming vessel.  This facility is the only one of its type in the New 
Orleans area and it attracts both families and adults by providing 
entertainment for non-gaming customers while also providing incentive for 
gaming customers to increase the frequency and duration of their visits.  

    INTERIM FINANCIAL INFORMATION - The balance sheet at September 30, 1996 
has been taken from the audited financial statements at that date.  The 
interim financial information is unaudited.  In the opinion of management, all 
adjustments, consisting only of normal recurring adjustments, which the 
Partnership considers necessary for a fair presentation of its financial 
position at March 31, 1997, the results of operations for the three and six 
months ended March 31, 1997 and 1996 and cash flows for the six months ended 
March 31, 1997 and 1996, have been included.  The Partnership's operations are 
seasonal and thus operating results for the three and six months ended March 
31, 1997 should not be considered indicative of the results that may be 
expected for the fiscal year ending September 30, 1997.  The unaudited 
financial statements should be read in conjunction with the financial 
statements and footnotes thereto included in the Partnership's Form 10-K for 
the year ended September 30, 1996.

    RECLASSIFICATIONS - Certain reclassifications have been made to the fiscal
1996 financial statements to conform to the fiscal 1997 presentation.

2.  LONG-TERM DEBT
                                    September 30,      March 31,  
                                        1996              1997    
                                    -------------    --------------
     13% note payable               $  3,227,000     $  2,615,000
     11.5% note payable                  538,000          277,000
     Capital lease obligations           620,000          654,000
                                    -------------    --------------
                                       4,385,000        3,546,000
     Less amounts due in one year      2,097,000        1,997,000
                                    -------------    --------------
                                    $  2,288,000     $  1,549,000
                                    -------------    --------------
                                    -------------    --------------

                                       6
<PAGE>

                              LOUISIANA - I GAMING, L.P.
                                           
                            NOTES TO FINANCIAL STATEMENTS
                                           
2.  LONG-TERM DEBT (CONTINUED)
                        
    The 13% note is secured by a first preferred mortgage on the boat with a 
net book value of $16,917,000 as of March 31, 1997.  This note is payable in 
48 monthly installments of approximately $134,000 and matures in January 1999.

    The 11.5% note payable is secured by various furniture, fixtures and 
equipment with a net book value of approximately $813,000 as of March 31, 
1997. This note is payable in 36 monthly installments of approximately 
$48,000 and matures in September 1997.

    The capital lease obligation is secured by various furniture, fixtures 
and equipment with a net book value aggregating $954,000 as of March 31, 
1997.  This obligation is payable in 30 monthly installments of approximately 
$29,000 and matures in September 1998.

3.  CONTINGENCIES

    DEBT GUARANTEES - On November 24, 1993, Boomtown completed the private 
placement of $103.5 million of 11.5% First Mortgage Notes due November 2003 
(the "Notes").  The Notes are secured by, among other things, a full and 
unconditional guarantee by the Partnership, as defined in the indenture 
relating to the Notes.  The Indenture governing the Notes places certain 
business, financial and operating restrictions on Boomtown and its 
subsidiaries including, among other things, the incurrence of additional 
indebtedness, issuance of preferred equity interests and entering into 
operating leases; limitations on dividends, repurchases of capital stock of 
Boomtown and redemption of subordinated debt; limitations on transactions 
with affiliates; limitations on mergers, consolidations and sales of assets; 
limitations on amending existing partnership and facility construction 
agreements; and limitations on the use of proceeds from the issuance of the 
Notes.
    
    In addition, the Partnership is a guarantor for a promissory note, with 
an outstanding principal balance of $227,000 at March 31, 1997 of Blue 
Diamond Hotel & Casino, Inc., a wholly-owned subsidiary of Boomtown.
    
    The Company is also a guarantor of a note payable, with an outstanding
balance of $164,000 at March 31, 1997, of Mississippi-I Gaming, L.P., a majority
owned and controlled partnership of Boomtown. 
    
4.       MANAGEMENT FEE ALLOCATION

    Boomtown is responsible for managing the operations of the Company and 
other of its subsidiaries (collectively the "Subsidiaries").  During the three 
and six months ended March 31, 1996 and 1997, Boomtown charged the 
Subsidiaries for their pro-rata share of the costs it incurred relative to 
this management function (the "Management Fee").  The Management fee amounted 
to $201,000 and $240,000, for the three months ended March 31, 1996 and 1997, 
respectively, and $456,000 and $480,000, during the six months ended March 31, 
1996 and 1997, respectively. 

                                       7
<PAGE>

                              LOUISIANA - I GAMING, L.P.
                                           
                            NOTES TO FINANCIAL STATEMENTS
                                           
5.       OTHER EVENTS

    MINORITY PURCHASE AGREEMENT - On November 18, 1996, the Company entered
into an agreement with Eric Skrmetta in which Boomtown agreed to pay $5,673,000
in return for Skrmetta's 7.5% interest in the Partnership in addition to
releasing the Company from any and all claims, liabilities and causes of action
of any kind arising from or related to the Partnership agreement.  The terms set
forth thereto required Boomtown to pay a down payment of $500,000 and the
remaining $5,173,000 to be paid not later than August 10, 1997.  Additionally,
the $5,173,000 shall be reduced by a discount for the time that the amount or
any portion thereof is paid in full prior to August 10, 1997.

    For a full discussion of the terms of the minority purchase agreement as
described above see exhibit number 10.3(4) of the Partnership's Form 10-K for
the year ended September 30, 1996.
    
    BOOMTOWN'S PROPOSED MERGER WITH HOLLYWOOD PARK, INC. ("HOLLYWOOD PARK") 
- -On April 23, 1996, Boomtown entered into an Agreement and Plan of Merger 
(the "Merger Agreement") with Hollywood Park relating to the strategic 
combination of Hollywood Park and Boomtown.  Pursuant to the Merger Agreement 
and subject to the terms and conditions set forth therein, Boomtown would 
become a wholly-owned subsidiary of Hollywood Park (the "Merger").  Pursuant 
to the Merger Agreement, at the effective date of the Merger (the "Effective 
Date"), each issued and outstanding share of Boomtown Common Stock will be 
converted into the right to receive 0.625 (the "Exchange Ratio"), of a share 
of Hollywood Park Common Stock. The Merger is intended to be structured as a 
tax-free reorganization.  The shareholders of Boomtown and Hollywood Park 
have approved the Merger.  To date, the Merger has only been approved by 
Mississippi and Nevada gaming authorities. The Merger is also subject to the 
approval of gaming jurisdictions in Louisiana.
    
    Certain additional matters relating to the signing of the Merger Agreement
and a complete description of the Merger Agreement are more fully described in
the Company's Form 8-K dated April 23, 1996, including the Agreement and Plan of
Merger filed as exhibit 2.1 thereto, and filed with the Securities and Exchange
Commission on May 3, 1996.

                                       8
<PAGE>

                              LOUISIANA - I GAMING, L.P.
                                           
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

    The following table sets forth certain items from the Partnership's
statements of operations as a percentage of total revenues for the three and six
months ended March 31, 1996 and 1997 (unaudited): 

                                       Three Months Ended  Six Months Ended
                                            March 31,          March 31,
                                        1996      1997      1996      1997
                                       -------   -------   -------   -------
REVENUES:
  Gaming                                96.4%     95.7%     96.0%     96.0%
  Non-gaming                             3.6       4.3       4.0       4.0
                                       -------   -------   -------   -------
                                       100.0     100.0     100.0     100.0
OPERATING EXPENSES:
  Gaming                                41.1      40.1      41.2      41.0
  Non-gaming                             3.0       3.4       3.0       3.3
  Marketing, general & administrative   26.7      26.4      28.7      28.5
  Management fee - Boomtown, Inc.        1.1       1.3       1.3       1.3
  Depreciation and amortization          3.6       4.3       3.6       4.3
                                       -------   -------   -------   -------
                                        75.5      75.5      77.8      78.4

Income from operations                  24.5      24.5      22.2      21.6
Interest and other expense, net         (6.3)     (4.1)     (6.5)     (4.5)
                                       -------   -------   -------   -------
Net income                              18.2%     20.4%     15.7%     17.1%
                                       -------   -------   -------   -------
                                       -------   -------   -------   -------

    The property generated total revenues of $18.8 million during the three
months ended March 31, 1997, 1% lower than the $19.0 million reported during the
prior years commensurate period.  Of total revenues, gaming revenues comprised
approximately 96% during the three month periods.  Gaming revenues are generated
essentially from the Company's 912 slot machines and 56 table games, of which
slot machines contributed 74.2% of total gaming revenues for the quarter ended
March 31, 1997. Gaming is only allowed on the Company's floating riverboat
casino which is required to cruise, when safety requirements are met, for a
total of 90 minutes every 3 hours during operating hours.  During the quarter
just ended the Company had 380,476 admissions on to the gaming vessel, a
decrease of 1% from the prior year second fiscal quarter, and win per passenger
of $47.33 a decline from $48.13 per passenger a year ago.  The gaming patrons
for the Louisiana riverboat are primarily based locally and the property
continues to compete aggressively for the local customers of the greater New
Orleans area.  The Company has contributed continued efforts to expand its
customer base to the outlying areas surrounding the New Orleans area and is
beginning to penetrate these markets.  

    For the six month period ended March 31, 1997, the Company reported
revenues of $36.5 million, approximately 1% higher than the $36.2 million
recorded during the prior year.  As with the second quarter, gaming revenues
comprised approximately 96% of total revenues consisting primarily of slot
machine and table game play.  During the six month periods the 

                                       9
<PAGE>

                              LOUISIANA - I GAMING, L.P.
                                           
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS (continued)

Company reported a 1% increase in gaming revenues from $34.8 million to $35.0
million primarily driven by the addition of new games offered including mini
baccarat and more attractive, higher appeal slot and video poker machines which
have received a higher level of play.  Additionally, the Company has begun to
recognize an enhancement in casino patronage from offering a quality food
product with the opening of its new buffet on March 1, 1997.

    For the three and six months ended March 31, 1997, the Company recorded
gaming expenses of $7.6 million and $14.9 million, compared to $7.8 million and
$14.9 million in the prior year periods, respectively.  Gaming expenses include
costs associated with operating the facilities gaming including salaries and
other employee related expenses, gaming taxes and licenses, gaming equipment
leases, costs associated with providing complementaries to casino patrons and
other administrative expenses.  After subtracting gaming expenses from gaming
revenues the property reported a gaming margin of approximately 58%, for both
the three and six months ended March 31, 1997, consistent with prior year
periods.  

    Non-gaming revenues for the three and six months ended March 31, 1997 were 
$809,000 and $1.5 million, respectively, generated from the Partnership's 
family entertainment center ("fun center"), food and beverage sales, a cabaret 
and other promotional revenues.  Non-gaming revenues improved approximately 16% 
for the quarter and were virtually unchanged for the six months ended March 31, 
1997.  The non-gaming margin as a percentage of revenues was 21% during the 
most recent quarter compared to 19% reported during the prior year commensurate 
quarter.  On a year-to-date basis the non-gaming margin was 17% compared to 23% 
recorded during the first half of the prior year.  During the quarter and six 
month period the non-gaming margin was negatively impacted by the reduction of 
floor space for the property's fun center in order to construct a full service 
buffet in addition to the property's food outlets being restricted for 
approximately three month during this construction.

    Marketing expenses declined 2.1% and 13.5% for the three and six month 
periods ended March 31, 1997 to $928,000 and $1.9 million, respectively.  The 
property has reduced its marketing expenses in print media, eliminated its bus 
tour program, which was not proving to be cost effective, and recognized 
savings in players club direct mail and merchandise redemption programs.  The 
decline was offset by an increase in charitable donations of approximately 
$50,000 during the quarter and $108,000 during the first half of fiscal 1997 
from the Company's commitment to a strong relationship with the New Orleans and 
Harvey, Louisiana communities.  

    General and administrative ("G&A") expenses were $4.0 million and $4.1
million for the quarters ended March 31, 1997 and 1996, respectively.  The
slight decline in G&A expenses were primarily related to lower medical insurance
costs due to the Company changing insurance programs from a self insured to a
fully insured program effective January 1, 1997. Additionally, during the first
half of fiscal 1997, the Company realized savings from refinancing certain
operating leases and good labor management. For the six months ended March 31,
1997, G&A expenses grew 3% to $8.5 million, from $8.2 million in the prior year.
The slight increase, net of the reductions during the second fiscal quarter,
resulted from additional security and surveillance 

                                       10
<PAGE>

                              LOUISIANA - I GAMING, L.P.
                                           
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS (continued)

employees as mandated by Louisiana gaming law as well as additional general
insurance claims, higher 401k employee contributions and other expenses,
associated with the Company's successful defense of the local referendum on the
continuance of riverboat gaming in Louisiana.

    Depreciation and amortization expense increased 17% and 21% for the three
and six months ended March 31, 1997, respectively, related primarily to the
addition of fun center games, computer upgrades, additional slot machine signs
and other capital purchases over the prior years commensurate periods,
respectively.  Additionally, during the three and six month periods ended March
31, 1997, the property reported net interest expense of $765,000 and $1.6
million, respectively, a decline of $433,000 and $730,000, respectively, as a
result of principle reductions on the Company's outstanding note obligation to
Boomtown, Inc. 

    During fiscal 1996 and 1997 Boomtown, Inc. charged the Partnership for 
their pro-rata share of the costs it incurred relative to the management 
function.  The Management fee amounted to $201,000 and $240,000, for the three 
months ended March 31, 1996 and 1997, respectively, and $456,000 and $480,000, 
during the six months ended March 31, 1996 and 1997, respectively.
      
GUARANTEE OF BOOMTOWN NOTES BY THE PARTNERSHIP

    In November 1993, Boomtown closed the issuance and sale of an aggregate of
$103.5 million principal amount of 11.5% First Mortgage Notes due November 1,
2003 (the "Notes") and warrants to purchase 472,000 shares of Boomtown's Common
Stock.  Payment of the principal, interest and any other amounts owing under the
Notes has been unconditionally guaranteed by certain subsidiaries of Boomtown,
including the Partnership.  See the Indenture, which is hereby incorporated by
reference, attached as Exhibit 10.36 to Boomtown, Inc.'s Annual Report on Form
10-K for the year ended September 30, 1994.
    
    Some statements set forth above include "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and are subject
to the safe harbors created thereby. 

                                       11
<PAGE>

                             PART II - OTHER INFORMATION
                                           
ITEM 1.  LEGAL PROCEEDINGS
    
   NONE           

ITEM 5.  OTHER INFORMATION

   NONE

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   Exhibits enclosed herein are detailed on the Schedule of Exhibits on 
page 14.
                                           
                                           
                                       12
<PAGE>

                                      SIGNATURES
                                           
    Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.

                                           Louisiana - I Gaming, L.P. 
                                           Registrant
                                           /s/ PHIL E. BRYAN
Date: May 14, 1997                         -------------------------------
                                           Phil E. Bryan, President; Chief 
                                           Operating Officer

                                           /s/ JON L. WHIPPLE
Date: May 14, 1997                         -------------------------------
                                           Jon L. Whipple, Vice President of 
                                           Finance;   Principal Accounting and
                                           Financial Officer 

                                       13
<PAGE>

                                 SCHEDULE OF EXHIBITS
                                           
EXHIBIT
NUMBER                               DESCRIPTION
                          

10.1(1)  Letter of Intent dated as of March 26, 1993 among Boomtown, Inc., The 
         Skrmetta Group, Inc. and Skrmetta Machinery Corporation, relating to 
         the property in Harvey, Louisiana.

10.2(2)  Letter of Agreement dated April 16, 1993 among Boomtown, Inc., Raphael
         Skrmetta, The Skrmetta Group and Skrmetta Machinery Corporation.

10.3(3)  Purchase Agreement dated as of November 3, 1993 among Boomtown, Inc., 
         Boomtown Hotel & Casino, Inc., Blue Diamond Hotel & Casino, Inc., 
         Louisiana-I Gaming, L.P., Louisiana Gaming Enterprises, Inc., 
         Mississippi-I Gaming, L.P., Bayview Yacht Club, Inc., Oppenheimer & 
         Co., Inc. and Sutro & Co. Incorporated. 

10.3(4)  Minority Purchase Agreement dated November 18, 1996 among Louisiana-I 
         Gaming, L.P., Boomtown, Inc. and Eric Skrmetta.
                                           
- ------------------

(1)  Incorporated by reference to the exhibit filed with Boomtown's Current
     Report on Form 8-K filed with the SEC on April 1, 1993.

(2)  Incorporated by reference to the exhibit filed with Boomtown's Registration
     Statement on  Form S-1 (File No. 33-61198), effective May 24, 1993.

(3)  Incorporated by reference to the exhibit filed with Boomtown's Form 10-K 
     for the fiscal year ended September 30, 1993.

(4)  Incorporated by reference to the exhibit filed with Boomtown's Form 10-K
     for the fiscal year ended September 30, 1996.

                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM LOUISIANA-I
GAMING, L.P. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-START>                             OCT-01-1996
<PERIOD-END>                               MAR-31-1997
<CASH>                                           4,123
<SECURITIES>                                         0
<RECEIVABLES>                                      172
<ALLOWANCES>                                         0
<INVENTORY>                                        244
<CURRENT-ASSETS>                                 5,298
<PP&E>                                          62,485
<DEPRECIATION>                                   6,445
<TOTAL-ASSETS>                                  65,424
<CURRENT-LIABILITIES>                           31,410
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                      32,465
<TOTAL-LIABILITY-AND-EQUITY>                    65,424
<SALES>                                              0
<TOTAL-REVENUES>                                36,451
<CGS>                                                0
<TOTAL-COSTS>                                   16,157
<OTHER-EXPENSES>                                12,413
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,632
<INCOME-PRETAX>                                  6,249
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
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<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     6,249
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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