MISSISSIPPI 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
                                       
                                       
                         MISSISSIPPI - I  GAMING, L.P.
            (Exact Name of Registrant as Specified in its Charter)
                                       
            Mississippi                                      64-0828954
            -----------                                      -----------
    (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>


                         MISSISSIPPI - 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
                                       
                         MISSISSIPPI - I GAMING, L.P.
                                       
                                BALANCE SHEETS
                                (in thousands)

                                        
                                                   September 30,    March 31,
                                                       1996           1997
                                                   -------------   -----------
                                                                   (unaudited)

ASSETS:
Current assets:
  Cash and cash equivalents                        $   2,907       $  2,837
  Accounts receivable, net                               148            195
  Inventories                                            363            484
  Prepaid expenses and other current assets            2,584          1,683
                                                   -------------   -----------
   Total current assets                                6,002          5,199

Property and equipment, at cost, net                  35,671         37,783
Other assets                                           4,479          4,354
                                                   -------------   -----------
   Total assets                                    $  46,152       $ 47,336
                                                   -------------   -----------
                                                   -------------   -----------

LIABILITIES AND PARTNERS' DEFICIT:
Current liabilities:
  Accounts payable                                 $     481       $    687
  Accrued compensation                                   765            717
  Other accrued liabilities                            2,918          3,181
  Note payable - Boomtown, Inc.                       41,432         42,082
  Accrued interest payable - Boomtown, Inc.            2,651          2,930
  Long-term debt and capital lease obligations
    due within one year (Note 2)                       1,570          2,268
                                                   -------------   -----------
   Total current liabilities                          49,817         51,865

  Long-term debt and capital lease obligations
   due after one year (Note 2)                            60             35

Contingencies (Note 3)

Partners' deficit:
  General partner                                       --             --
  Limited partners                                    (3,725)        (4,564)
                                                   -------------   -----------
   Total partners' deficit                            (3,725)        (4,564)
                                                   -------------   -----------
   Total liabilities and partners' deficit         $  46,152       $ 47,336
                                                   -------------   -----------
                                                   -------------   -----------

                                       
                                       
                                       
                                       
                            See accompanying notes.

                                       3

<PAGE>

                                       
                         MISSISSIPPI - 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                                   $ 11,075    $ 13,101   $ 21,188    $ 24,619
 Family entertainment center                   495         437        961         847
 Food and beverage                             700         737      1,292       1,402
 General Store                                  --          73         --         136
 Other income                                   87          98        180         180
                                          --------    --------   --------    --------
                                            12,357      14,446     23,621      27,184

COSTS AND EXPENSES:

 Gaming                                      3,828       4,404      7,756       8,398
 Gaming equipment leases                       582          --      1,152         436
 Family entertainment center                   284         300        563         593
 Food and beverage                             886         894      1,611       1,841
 General Store                                  --          56         --         106
 Marketing                                   1,823       2,599      3,320       4,427
 Management fee-Boomtown, Inc. (Note 4)        150         180        336         360
 General and administrative                  2,922       2,712      5,862       5,949
 Property Rent                                 977       1,021      1,932       1,973
 Depreciation and amortization                 411         732        765       1,313
                                          --------    --------   --------    --------
                                            11,863      12,898     23,297      25,396


Income from operations                         494       1,548        324       1,788
Interest and other income (expense), net  (  1,161)   (  1,373)  (  2,312)   (  2,681)
                                          --------    --------   --------    --------
Net Income (loss)                         ($   667)    $   175   ($ 1,988)   ($   893)
                                          --------    --------   --------    --------
                                          --------    --------   --------    --------

Net income (loss) allocated to partners:
General partner                           ($     8)    $     9   ($    49)   ($    45)
Limited partners                          (    659)        166   (  1,939)   (    848)
                                          --------    --------   --------    --------
                                          ($   667)    $   175   ($ 1,988)   ($   893)
                                          --------    --------   --------    --------
                                          --------    --------   --------    --------
</TABLE>

                                       
                                       
                            See accompanying notes.

                                       4

<PAGE>
                                       
                                       
                         MISSISSIPPI - 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 loss                                              ($1,988)       ($  893)
 Adjustments to reconcile net loss to net
  cash provided by operating activities:
 Lease expense recorded in exchange
  for limited partnership interest                       1,000             --
 Depreciation and amortization                             765          1,313
 Prepayment of property lease                          ( 2,938)            --
 Changes in operating assets and liabilities, net          843          1,465
                                                       --------       --------
  Net cash provided by operating activities            ( 2,318)          1,885
                                                       --------       --------

Cash flows from investing activities:
 Payments for purchases of property and equipment           77        ( 1,259)
 Payments for purchase on land option                       --        (   200)
 Decrease in construction related payables             (   458)            --
 Proceeds from sale of property and equipment          (    83)            15
                                                       --------       --------
  Net cash used in investing activities                (   464)       ( 1,444)
                                                       --------       --------

Cash flows from financing activities:
 Note payable-Boomtown, Inc., net                        3,092            704
 Proceeds from long-term debt                              144             --
 Principal payments on long-term debt                  (   165)       ( 1,215)
                                                       --------       --------
  Net cash provided by (used in) financing activities    3,071        (   511)
                                                       --------       --------

Net increase (decrease) in cash and cash equivalents       289        (    70)

Cash and cash equivalents:
 Beginning of period                                     2,928          2,907
                                                       --------       --------
 End of period                                          $3,217         $2,837
                                                       --------       --------
                                                       --------       --------
                                       
                                       
                            See accompanying notes.
                                       
                                       5

<PAGE>
                                       
                                       
                                       
                         MISSISSIPPI - I GAMING, L.P.
                                       
                         NOTES TO FINANCIAL STATEMENTS
                                  (unaudited)

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     BASIS OF PRESENTATION AND NATURE OF BUSINESS - Mississippi - I Gaming, 
L.P. (the "Partnership"), a Mississippi limited partnership, is a majority 
owned and controlled partnership of Boomtown, Inc. ("Boomtown").  Boomtown 
owns an 80% limited partnership interest and through its wholly-owned 
subsidiary, Bayview Yacht Club, Inc. (a Mississippi corporation and the 
general partner of the Partnership), Boomtown owns an additional 5% general 
partnership interest in the Partnership.   A 15% limited partnership interest 
was transferred to an individual as a result of executing a lease for the 
property upon which the gaming facility is located.  Under the terms of the 
Partnership agreement, after three years of operation, either Boomtown or the 
lessor may exercise an option to convert the lessor's ownership interest into 
Boomtown common stock or cash at an amount calculated per the agreement which 
is based upon a multiple of earnings.  The Partnership agreement also 
provides for quarterly distributions to be made to the partners.  The 
Partnership also leases the casino barge and building from National Gaming 
Corporation for an amount equal to 16% of earnings before depreciation, 
interest and taxes.

     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 months 
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 used 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 amounts in the fiscal 1996 financial 
statements have been reclassified to conform to the fiscal 1997 presentation.

2.   LONG-TERM DEBT

                                                 September 30,    March 31,
                                                    1996            1997
                                                 -------------   ----------

     11.5% note payable                           $  320,000     $  164,000
     Capital lease obligations                     1,310,000      2,139,000
                                                 -------------    ---------
                                                   1,630,000      2,303,000
     Less amounts due within one year              1,570,000      2,268,000
                                                 -------------    ---------
                                                   $  60,000      $  35,000
                                                 -------------    ---------
                                                 -------------    ---------

                                        6

<PAGE>


                         MISSISSIPPI - I GAMING, L.P.
                                       
                         NOTES TO FINANCIAL STATEMENTS
                                  (unaudited)
                                       
2.   LONG-TERM DEBT (continued)
                                       
     The 11.5% note payable is secured by furniture, fixtures and equipment. 
The note matures in October 1997.

     The capital lease obligations are secured by equipment under agreements 
which mature between August 1997 and January 1999.

     On November 26, 1996, the Partnership paid approximately $500,000 to 
amend an operating lease for certain slot machines, whereby the Partnership 
has agreed to purchase the slot machines at the end of the lease term (August 
1997) for approximately $554,000.  The present value of the remaining 
payments (including the purchase amount) has been capitalized and the slot 
machines are being depreciated over the remainder of their useful lives.

3.   CONTINGENCIES

     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 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 operational leases, limitations 
on dividends, repurchase 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.

     The Partnership is a guarantor for a promissory note for Blue Diamond 
Hotel & Casino, Inc., a wholly owned subsidiary of Boomtown, Inc., with an 
outstanding balance of $227,000 at March 31, 1997.

     In addition, the Company is a guarantor for a ship mortgage with an 
outstanding balance of $2.6 million as of March 31, 1997, of Louisiana - I 
Gaming, L.P., a wholly owned and controlled partnership of Boomtown.

     In October 1994, the Mississippi Gaming Commission adopted a regulation 
which requires, as a condition of license or license renewal, for a gaming 
establishment's plan to include various expenditures including parking 
facilities and infrastructure facilities amounting to at least 25% of the 
casino cost.  Although the Company believes they have satisfied this 
requirement at the Mississippi property, there can be no assurance the 
Mississippi Gaming Commission will not require further development on the 
casino site including hotel rooms and additional parking facilities. 
Additionally, there can be no assurance that the Partnership will be 
successful in completing such a project or that the Partnership would be able 
to obtain a waiver if the Partnership decides not to build.
                                       
                                       7

<PAGE>

                         MISSISSIPPI - I GAMING, L.P.
                                       
                         NOTES TO FINANCIAL STATEMENTS
                                  (unaudited)
                                       
4.   MANAGEMENT FEE

     Boomtown, Inc. is responsible for managing the operations of the 
Boomtown 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 $150,000 and $180,000, for the three months ended March 31, 1996 and 1997, 
respectively, and $336,000 and $360,000, during the six months ended March 
31, 1996 and 1997, respectively.

5.   OTHER EVENTS

     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, Inc., ("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 (including shareholder consent and regulatory approval), the 
Company would become a wholly-owned subsidiary of Hollywood Park (the 
"Merger").  The shareholders of the Company and Hollywood Park have approved 
the Merger.  To date, the Company has received approval from the Mississippi 
and Nevada gaming authorities and is awaiting approval from Louisiana gaming 
authorities. Pursuant to the Merger Agreement, at the effective date of the 
Merger 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.

     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>


                         MISSISSIPPI - 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):

<TABLE>
<CAPTION>

                                        Three Months Ended    Six Months Ended
                                            March 31,             March 31,
                                         1996        1997      1996       1997
                                       --------    --------  --------   --------
<S>                                    <C>         <C>       <C>        <C>
REVENUES:
 Gaming                                  89.6%       90.7%     89.7%      90.6%
 Non-gaming                              10.4         9.3      10.3        9.4
                                       --------    --------  --------   --------
                                        100.0       100.0     100.0      100.0
OPERATING EXPENSES:
 Gaming                                  35.7        30.4      37.7       32.5
 Non-gaming                               9.5         8.7       9.2        9.3
 Marketing, general & administrative     38.4        36.8      38.9       38.2
 Property rent                            7.9         7.1       8.2        7.3
 Management fee - Boomtown, Inc.          1.2         1.2       1.4        1.3
 Depreciation and amortization            3.3         5.1       3.2        4.8
                                       --------    --------  --------   --------
                                         96.0        89.3      98.6       93.4

Income from operations                    4.0        10.7       1.4        6.6
Interest and other expense, net        (  9.4)     (  9.5)   (  9.8)    (  9.9)
                                       --------    --------  --------   --------
Net income (loss)                      (  5.4)%       1.2%   (  8.4)%   (  3.3)%
                                       --------    --------  --------   --------
                                       --------    --------  --------   --------
</TABLE>

  The Partnership recorded total revenues of $14.4 million for the quarter 
ended March 31, 1997, 17% higher than the $12.4 million reported during the 
prior year quarter.  The Partnership generates approximately 90% of its 
revenues from gaming operations with the remaining 10% from its family 
entertainment center, food and beverage sales and operations of its general 
store.  The growth in total revenue during the second fiscal quarter of 1997 
resulted principally from an 18% increase in gaming revenues, driven by 
higher slot win.

     For the six months ended March 31, 1997, total revenues improved 15% to 
$27.2 million from $23.6 million a year ago.  The growth in revenues was 
again attributable primarily to a 20% increase in gaming revenue during the 
period. The primary driver of higher slot and gaming revenues during fiscal 
1997 is attributable to the expansion of the Company's bus tour program 
whereby patrons are bussed from outlying areas, including Florida, Alabama 
and Mississippi, to visit the Boomtown property. On a year-to-date basis the 
Partnership has experienced a 36% growth in bus tours to accommodate 133,000 
customers Additionally, higher gaming revenue is  attributable to success of 
the Partnership's marketing programs including slot and card game 
tournaments, direct mail programs and higher membership in the players club, 
in which gaming patrons are offered incentives to play at the Boomtown 
property.

                                       9

<PAGE>

                         MISSISSIPPI - I GAMING, L.P.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL             
        CONDITION AND RESULTS OF OPERATIONS (continued)


     Gaming margin for the quarter ended March 31, 1997 was $8.7 million or 
66% of gaming revenues compared to $6.7 million or 60% of gaming revenues 
during the prior year comparable period.  On a year-to-date basis the 
Partnership's gaming margin improved to 64% or $15.8 million in 1997 compared 
to 58% or $12.3 million, respectively during the prior six month period.  The 
improvements in the gaming margin resulted primarily from efficiencies in 
labor and operating costs associated with higher revenues, lower gaming lease 
expense and the discontinuance of the Partnership's funflight program in 
October, 1995.

     For the three and six months ended March 31, 1997, the Partnership 
recorded non-gaming revenues of $1.3 million and $2.6 million, respectively, 
compared to $1.3 million and $2.4  million during the prior year commensurate 
periods, respectively.  The 5% improvement in non-gaming revenues during the 
six months ended March 31, 1997 was essentially driven from higher food and 
beverage sales at the Company's restaurant and deli outlets, offset by a 
slight shortfall in revenues from the family entertainment center due to the 
shut down of the Company's motion theater during the conversion to a new 
movie provider. The Partnership also recorded revenues from operating its 
general store during the current year due the termination of a lease 
agreement with the prior operator.

     Non-gaming margin for the quarter ended March 31, 1997, was 7.1% 
compared to 8.7% during the prior year period.  For the first half of fiscal 
1997, the non-gaming margin was 1.1% compared to 10.6% during the prior year 
six month period.  The decline in the non-gaming margin is due primarily to 
the lower margin at the family entertainment center associated with the 
conversion of movie providers as well as higher losses from additional food 
and beverage sales upon which the Company generally has a negative margin.

     Marketing expenses for the quarter ended March 31, 1997, were $2.6 
million or 44% higher than the $1.8 million incurred during the prior year 
same quarter.  On a year-to-date basis, marketing costs grew 33% from $3.3 
million to $4.4 million.  Marketing expenses consist of costs associated with 
advertising, special events, players club and bus tour programs, promotional 
expenses and other administrative expenses. Higher marketing expenses during 
fiscal 1997 were primarily from additional commissions paid to bus tour 
operators, higher payroll and employee related expenditures, additional 
print, radio and outdoor advertising, higher expenses associated with slot 
tournaments and cash redemption's programs and additional entertainment 
events.

     General and administrative expenses ("G&A"), consist primarily of costs 
from the Company's human resources, security, surveillance, credit, 
purchasing, facilities and accounting departments.  For the quarter ended 
March 31, 1997, G&A expenses declined 7% to $2.7 million from $2.9 million, 
and for the six months ended March 31, 1997 G&A expenses were $5.9 million, 
slightly higher than the prior year.  The decline in G&A expenses during the 
three month period primarily resulted from the conversion of certain 
operating leases on furniture and fixtures to capital leases during fiscal 
1996 and fiscal 1997 resulting in a decrease in lease expense of $228,000, 
partially offset by higher health insurance costs.

                                       10

<PAGE>


                         MISSISSIPPI - I GAMING, L.P.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL        
        CONDITION AND RESULTS OF OPERATIONS (continued)

     The Partnership is charged a management fee from Boomtown, Inc. for 
their pro-rata share of costs incurred by Boomtown, Inc. relative to managing 
the Partnership.  For the quarter ended March 31, 1997, management fee 
expense was $180,000 compared to $150,000 for the prior year second quarter.  
On a current year-to-date basis the Partnership was charged $360,000 compared 
to $336,000 during the prior year period.  The Partnership also recorded rent 
charges of $1.0 million and $2.0 million for the quarter and six months ended 
March 31, 1997, respectively related to land and facility leases in which the 
Partnership operates its facilities.

     Depreciation and amortization for the quarter and six months ended March 
31, 1997 was $732,000 and $1.3 million, respectively, representing a 78% and 
72% increase over the prior year periods, respectively.  The increases 
resulted primarily from the conversion of a number of gaming and non-gaming 
operating leases to capital leases during fiscal 1996 and fiscal 1997, 
whereby assets were capitalized and are now being depreciated, as well as 
from other capital acquisitions during the current fiscal year.

     The Partnership incurred net interest expense of $1.3 million and $2.6 
million for the three and six months ended March 31, 1997, respectively 
compared to $1.2 million and $2.4 million, respectively recorded during the 
prior year periods.  The increases in interest expense related to the 
capitalization of operating leases as noted above and higher interest related 
to the note payable to Boomtown, Inc.

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 12.36 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.

                              Mississippi - I Gaming, L.P.
                              Registrant

Date:  May 14, 1997           /s/ PHIL E. BRYAN
                              --------------------------------------------
                              Phil E. Bryan, President; Chief Operating
                              Officer

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

                                       
                                       
                                       13

<PAGE>


                                       
                        SCHEDULE OF EXHIBITS (continued)
                                       
EXHIBIT
NUMBER                            DESCRIPTION

10.1(1)   Letter of Intent dated as of March 26, 1993 among Boomtown, Inc. and
          Raphael Skrmetta, relating to the property in Biloxi, Mississippi.

10.2(2)   Agreement to Lease Real Property in Biloxi, Mississippi by and
          between Boomtown, Inc., and Raphael Skrmetta.

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.

10.4(4)   Asset Purchase and Sale Agreement dated as of April 27, 1994 by and
          between HFS Gaming Corp. and Mississippi - I Gaming, L.P.

10.5(4)   Lease Agreement Amendment between HFS Gaming Corp. as Landlord and
          Mississippi - I Gaming, L.P. as Tenant dated as of April 27, 1994.

10.6(4)   Marketing Services Agreement dated as of April 27, 1994 by and among
          Boomtown, Inc. and HFS Gaming Corp.

10.7(5)   Option Agreement dated as of November 6, 1995 by and between National
          Gaming Mississippi, Inc. and Mississippi - I Gaming, L.P.

10.8(5)   Lease Agreement dated November 6, 1995 to the Lease Agreement dated
          as of April 27, 1994 by and among National Gaming Mississippi, Inc.
          and Mississippi-I Gaming, L.P.

10.9(5)   Marketing Services Agreement Amendment dated as of November 6, 1995
          to Marketing Services Agreement dated as of April 27, 1994 by and 
          among Boomtown, Inc. and HFS Gaming Corporation.

- ---------------------------


(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.

                                       14

<PAGE>

                          SCHEDULE OF EXHIBITS (continued)
                                       
EXHIBIT
NUMBER                             DESCRIPTION

(4)  Incorporated by reference to the exhibit filed with the Boomtown, Inc.'s
     Registration Statement on Form S-4 (File No. 33-70350), effective May 4,
     1994.

(5)  Incorporated by reference to the exhibits filed with Boomtown's Form 10-K
     for the fiscal year ended September 30, 1995.

                                       15


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MISSISSIPPI
- - 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>                                           2,837
<SECURITIES>                                         0
<RECEIVABLES>                                      195
<ALLOWANCES>                                         0
<INVENTORY>                                        484
<CURRENT-ASSETS>                                 5,199
<PP&E>                                          42,161
<DEPRECIATION>                                   4,378
<TOTAL-ASSETS>                                  47,336
<CURRENT-LIABILITIES>                           51,865
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     (4,564)
<TOTAL-LIABILITY-AND-EQUITY>                    47,336
<SALES>                                              0
<TOTAL-REVENUES>                                27,184
<CGS>                                                0
<TOTAL-COSTS>                                   11,374
<OTHER-EXPENSES>                                14,022
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,681
<INCOME-PRETAX>                                  (893)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (893)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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