UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 19, 2005
Diamond Jo, LLC | | Peninsula Gaming, LLC | | Peninsula Gaming Corp. |
(Exact name of registrant as
specified in its charter) | | (Exact name of registrant as
specified in its charter) | | (Exact name of registrant as
specified in its charter) |
| | | | |
Delaware | | Delaware | | Delaware |
(State or other jurisdiction
of
incorporation or
organization) | | (State or other jurisdiction
of
incorporation or
organization) | | (State or other jurisdiction
of
incorporation or
organization) |
| | | | |
42-1483875 | | 20-0800583 | | 25-1902805 |
(I.R.S. Employer
Identification No.) | | (I.R.S. Employer
Identification No.) | | (I.R.S. Employer Identification
No.) |
3rd Street Ice Harbor
P.O. Box 1750
Dubuque, Iowa 52001-1750
(Address of executive offices, including zip code)
(563) 583-7005
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On August 19, 2005, Diamond Jo Worth, LLC (“DJW”), an indirect wholly owned subsidiary of Peninsula Gaming, LLC, entered into a change order, dated as of August 8, 2005, among KGA Architecture, Henkel Construction Company and DJW (the “Change Order”) providing for, among other things, a guaranteed maximum price of approximately $21.6 million for the site preparation and construction costs for the Diamond Jo Worth casino in Worth County, Iowa. A copy of the Change Order is filed as Exhibit 10.1 to this Form 8-K and is incorporated in its entirety herein.
Also, in connection with its private placement of $40.0 million aggregate principal amount of 11% Senior Secured Notes due 2012 (the “Notes”), DJW, Diamond Jo Worth Corp. and U.S. Bank National Association, as trustee and as disbursement agent, entered into a Cash Collateral and Disbursement Agreement, dated as of July 19, 2005 (the “Cash Collateral and Disbursement Agreement”). Pursuant to the Cash Collateral and Disbursement Agreement, DJW deposited the net proceeds of the Notes into (i) an interest reserve account, which will be used to pay the first two payments of interest on the Notes, and (ii) a construction disbursement account, which will be used to fund, together with other funds, the completion of the Diamond Jo Worth casino. A copy of the Cash Collateral and Disbursement Agreement is filed as Exhibit 10.2 to this Form 8-K and is incorporated in its entirety herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PENINSULA GAMING, LLC |
| |
| By:/s/ M. Brent Stevens |
| Name: M. Brent Stevens |
| Title: Chief Executive Officer |
| |
| DIAMOND JO, LLC |
| |
| By:/s/ M. Brent Stevens |
| Name: M. Brent Stevens |
| Title: Chief Executive Officer |
| |
| PENINSULA GAMING CORP. |
| |
| By:/s/ M. Brent Stevens |
| Name: M. Brent Stevens |
| Title: Chief Executive Officer |
| |
Date: August 25, 2005 | |
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EXHIBIT INDEX
Exhibit
Number | | |
| | |
10.1 — | | Change Order, dated as of August 8, 2005, among KGA Architecture, Henkel Construction Company and Diamond Jo Worth, LLC |
| | |
10.2 — | | Cash Collateral and Disbursement Agreement, dated as of July 19, 2005, among Diamond Jo Worth, LLC, Diamond Jo Worth Corp. and U.S. Bank National Association, as trustee and as disbursement agent |
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