================================================================================
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): July 15, 2005
---------------------
DIAMOND JO, LLC PENINSULA GAMING, LLC PENINSULA GAMING CORP.
(Exact name of registrant as (Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter) specified in its charter)
DELAWARE DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization) incorporation or organization)
42-1483875 20-0800583 25-1902805
(I.R.S. Employer (I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.) 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)
- --------------------------------------------------------------------------------
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As of July 12, 2005, Diamond Jo, LLC ("DJL") and The Old Evangeline
Downs, L.L.C. ("OED") amended their loan and security agreement with Wells Fargo
Foothill, Inc., as agent (the "Credit Facility"). The amendment provides for,
among other things, a $15.0 million increase in availability under the revolver
portion of the Credit Facility for working capital and other purposes, which
amount remains undrawn as of the date hereof.
ITEM 8.01 OTHER EVENTS.
On July 19, 2005, Diamond Jo Worth, LLC ("DJW"), an indirect wholly
owned subsidiary of Peninsula Gaming, LLC (the "Company"), privately placed
$40.0 million aggregate principal amount of 11% Senior Secured Notes due 2012
(the "Notes"). In connection with the Notes offering, DJW was designated an
"unrestricted subsidiary" by the Company under the indenture governing its 8
3/4% senior secured notes, and DJW was released of its obligations under the
Credit Facility. The Notes are secured by substantially all of the assets of
DJW, and none of the Company, DJL or OED is an obligor under the Notes. DJW
deposited the net proceeds of the Notes into (i) an interest reserve account,
which will be used to pay the first two interest payments on the Notes, and (ii)
a construction disbursement account, which will be used to help fund the
construction of the Diamond Jo Worth casino, in Northwood, Iowa.
On May 11, 2005, the Iowa Racing and Gaming Commission granted DJW a
gaming license to operate an excursion gambling boat in Northwood, Iowa. In
connection with the design of the Diamond Jo Worth casino, DJW entered into an
architect's agreement with KGA Architecture. DJW has also entered into a
construction contract with Henkel Construction Company for the initial
development stages of the casino, and expects to agree to a change order under
the construction contract to establish a guaranteed maximum price for the site
preparation and construction costs for the project.
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: July 21, 2005