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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report September 20, 2001
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ALADDIN GAMING HOLDINGS, LLC
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(Exact name of Registrant as specified in charter)
NEVADA
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(State of other jurisdiction of incorporation)
333-49717 88-0379607
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(Commission File Number) (IRS Employee Identification No.)
3667 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 785-5555
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ALADDIN CAPITAL CORP.
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(Exact name of Registrant as specified in charter)
NEVADA
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(State or other jurisdiction of incorporation)
333-49717-01 88-0379606
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(Commission File Number) (IRS Employee Identification No.)
3667 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89109
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 785-5555
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ITEM 5. OTHER EVENTS.
In the Management's Discussion and Analysis of Financial Condition and
Results of Operations - Liquidity and Capital Resources, in Item 2 of the
Quarterly Report on Form 10-Q for the fiscal quarter of Aladdin Gaming Holdings,
LLC ("Gaming Holdings") ended June 30, 2001, which Gaming Holdings filed on
August 14, 2001, Gaming Holdings described the Eighth Amendment, proposed to be
effective as of June 30, 2001, to the Credit Agreement dated as of February 6,
1998 (as amended, the "Bank Credit Facility") among Aladdin Gaming, LLC, a
subsidiary of Gaming Holdings ("Gaming"), the lenders party thereto and The Bank
of Nova Scotia, as administrative agent for the Lenders. On August 14, 2001, the
Eighth Amendment had been executed by Gaming and requisite lenders under the
Bank Credit Facility, but had not become effective in accordance with its terms.
In its Quarterly Report for the quarter ended June 30, 2001, Gaming
Holdings also described an amendment to the Keep-Well Agreement dated as of
February 26, 1998 (as amended, the "Keep-Well Agreement") among Aladdin
Holdings, LLC, Aladdin Bazaar Holdings, LLC, London Clubs International PLC and
the Trust under Article Sixth u/w/o Sigmund Sommer (the "Sommer Trust")
(together, the "Sponsors") in favor of the lenders under the Bank Credit
Facility, which was executed and delivered by each of the Sponsors and the
administrative agent on behalf of the lenders, but which had not yet become
effective. The amendment to the Keep-Well Agreement would have reduced the
Sponsors' joint and several obligations under the Keep-Well Agreement for Gaming
Holdings fiscal quarters ending June 30, 2001, September 30, 2001, December 31,
2001 and March 31, 2002.
The Eighth Amendment to the Bank Credit Facility has not become
effective. Further, the Sponsors did not make the payment under the Keep-Well
Agreement that was due on August 28, 2001. As a result, Gaming is in default
under the fixed charge coverage ratio, leverage ratio, interest coverage ratio
and minimum EBITDA covenants in the Bank Credit Agreement for the quarter ended
June 30, 2001. Gaming also is in default under corresponding covenants in the
FF&E Financing (as defined below). A default under the Bank Credit Facility also
exists as a result of the Sponsors' failure to make a payment required under the
Keep-Well Agreement.
In addition, Gaming has defaulted in payment of approximately $4.3
million that was due on September 4, 2001 under the $80 million term loan and
lease financing of its furniture, fixtures and equipment (including its gaming
equipment) with General Electric Capital Corporation and General Motors
Acceptance Corporation (the "FF&E Financing"). The lenders and lessors under the
FF&E financing have given notice of default to the lenders under the Bank Credit
Facility, and, pursuant to an intercreditor agreement between the lenders and
lessors under the FF&E Financing and the lenders under the Bank Credit Facility,
the lenders under the Bank Credit Facility have ten (10) business days to elect
to cure such default. Gaming Holdings believes that 10-day period expires
September 28, 2001. If the lenders under the Bank Credit Facility do not elect
to cure the payment default on or before that date, the lenders and lessors
under the FF&E Financing have a contractual right to terminate Gaming's right to
use leased equipment
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and can exercise the rights of a secured creditor with request to Gaming's
gaming and other equipment in which they have a lien.
The Bank Credit Facility also provides that, while a default under the
Bank Credit Facility exists, the lenders thereunder can accelerate the maturity
of all of the loans and otherwise exercise the maturity of all of the loans and
otherwise exercise default remedies.
If the lenders under the Bank Credit Facility accelerate maturity of
the loans or commence exercising default remedies (which may include initiation
of foreclosure of a mortgage lien encumbering the Aladdin Hotel & Casino), or if
the lenders and lessors exercise remedies under the FF&E Financing, Gaming
likely would seek protection from its creditors under Chapter 11 of the United
States Bankruptcy Code. Company authority for the filing of a voluntary petition
under Chapter 11 would require the consent of the holders of 80% of the
membership interests of Gaming Holdings.
Gaming has curtailed certain of its business operations, in an attempt
to conserve its existing cash resources and reduce its operating expenses.
Gaming has curtailed food and beverage operations, temporarily closed the St.
James Restaurant and substantially reduced staff in all operating and
administrative departments. Gaming's cash on hand, together with cash projected
to be generated from operating activities, is not sufficient to permit Gaming to
continue to conduct business activities. Gaming may be required to cease
operating unless additional cash is infused to the capital of the Company or
Gaming. The lenders under the Bank Credit Facility have advised the Company that
they will consider providing additional extensions of credit to Gaming to
address its immediate working capital requirements, but only after the
commencement of a bankruptcy case with respect to the Company and Gaming. There
can be no assurance that the members of the Company will authorize the filing by
the Company or Gaming of a voluntary petition to initiate a bankruptcy case, or
that lenders will provide such financing.
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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.
Dated: September 20, 2001 ALADDIN GAMING HOLDINGS, LLC
(Registrant)
By: /s/ THOMAS A. LETTERO
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Thomas A. Lettero
Senior Vice President
Chief Financial Officer
Dated: September 20, 2001 ALADDIN CAPITAL CORP.
(Registrant)
By: /s/ THOMAS A. LETTERO
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Thomas A. Lettero
Senior Vice President
Chief Financial Officer
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