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: May 31, 2000
Commission File Number N/A
Louisiana Casino Cruises, Inc.
(Exact name of registrant as specified in its charter)
Louisiana 72-1196619
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1717 River Road North
Baton Rouge, Louisiana 70802
(Address of principal executive offices, including zip code)
(225) 709-7777
(Registrant's telephone number, including area code)
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 _______
---------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, no par value
per share 984,883
Class Outstanding as of July 13, 2000
LOUISIANA CASINO CRUISES, INC.
INDEX
PAGE NO.
Part I Financial Information
Balance Sheets.......................................................1
Statements of Operations.............................................2
Statement of Changes in Shareholders' Equity.........................3
Statements of Cash Flows.............................................4
Notes to Financial Statements........................................5
Management's Discussion and Analysis of Financial
Condition and Results of Operations..................................8
Quantitative and Qualitative Disclosures About
Market Risk.........................................................10
Part II Other Information..............................................11
Signatures................................................................12
LOUISIANA CASINO CRUISES, INC.
BALANCE SHEETS
(dollars in thousands, except share data)
May 31, November
30,
2000 1999
-------- ----------
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 19,688 $ 17,697
Receivables, less allowance for
doubtful accounts of $198
and $152, respectively 880 468
Prepaid and other current assets 1,692 1,214
Income tax receivable - 487
Inventories 142 134
Deferred tax asset - current 1,179 1,474
-------- ----------
Total current assets 23,581 21,474
Property and equipment, at cost,
less accumulated depreciation
of $23,910 and $21,011, respectively 42,813 42,403
Other assets 1,674 1,887
-------- ----------
Total assets $ 68,068 $ 65,764
======== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities:
Accounts payable $ 3,141 $ 3,285
Accrued liabilities 1,352 2,080
Accrued interest 2,915 2,915
Other current liabilities 322 314
-------- ----------
Total current liabilities 7,730 8,594
Senior secured notes 53,000 53,000
Deferred tax liability 4,554 4,044
-------- ----------
Total liabilities 65,284 65,638
-------- ----------
Shareholders' equity:
Common stock, no par value;
10,000,000 shares authorized;
984,883 shares issued and
outstanding 1 1
Retained earnings 2,783 125
-------- ----------
Total shareholders' equity 2,784 126
-------- ----------
Total liabilities and
shareholders' equity $ 68,068 $ 65,764
======== ==========
The accompanying notes are an integral
part of these financial statements
1
LOUISIANA CASINO CRUISES, INC.
STATEMENTS OF OPERATIONS
(dollars in thousands, except per share and share data)
(unaudited)
Three Months Six
Ended Months Ended
---------------- ----------------
May May May May
31, 31, 31, 31,
2000 1999 2000 1999
------- ------- ------- --------
Revenues:
Casino $ 22,741 $ 21,410 $ 45,612 $ 40,706
Food and beverage 1,823 1,624 3,752 3,178
Other 232 198 405 328
------- ------- ------- --------
24,796 23,232 49,769 44,212
Less: promotional allowance 1,488 1,200 3,058 2,386
------- ------- ------- --------
Net revenues 23,308 22,032 46,711 41,826
------- ------- ------- --------
Costs and expenses:
Casino 10,549 9,538 20,791 18,704
Food and beverage 306 424 647 824
Selling, general and
administrative 6,151 6,107 12,805 11,903
Depreciation and amortization 1,479 1,308 2,899 2,574
------- ------- ------- --------
Total operating expenses 18,485 17,377 37,142 34,005
------- ------- ------- --------
Operating income 4,823 4,655 9,569 7,821
Other income (expense):
Interest income 157 130 263 418
Interest expense (1,499) (1,589) (3,021) (3,736)
------- ------- ------- --------
Income before income taxes and
extraordinary loss 3,481 3,196 6,811 4,503
Provision for income taxes 1,349 1,254 2,656 1,762
------- ------- ------- --------
Income before extraordinary loss 2,132 1,942 4,155 2,741
Extraordinary loss on early
extinguishment of debt, net - - - (1,731)
------- ------- ------- --------
Net income $ 2,132 $ 1,942 $ 4,155 $ 1,010
======= ======= ======= ========
Basic and diluted earnings per share:
Earnings before extraordinary
loss per share $ 2.16 $ 1.95 $ 4.22 $ 2.75
Extraordinary loss per share - - - (1.74)
------- ------- ------- --------
Earnings per share $ 2.16 $ 1.95 $ 4.22 $ 1.01
======= ======= ======= ========
Weighted average common shares
outstanding 984,883 996,883 984,883 996,883
======= ======= ======= ========
Weighted average common
equivalent shares outstanding 984,883 996,883 984,883 996,883
======= ======= ======= ========
The accompanying notes are an integral
part of these financial statements
2
LOUISIANA CASINO CRUISES, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(dollars in thousands, except share data)
(unaudited)
Common Stock
---------------- Retained
Shares Amount Earnings Total
------ ------- --------- --------
Balance at November 30, 1999 984,883 $ 1 $ 125 $ 126
Dividends paid to
common stockholders - - (1,497) (1,497)
Net income - - 4,155 4,155
------ ------- --------- --------
Balance at May 31, 2000 984,883 $ 1 $ 2,783 $ 2,784
====== ======= ========= ========
The accompanying notes are an integral
part of these financial statements
3
LOUISIANA CASINO CRUISES, INC.
STATEMENTS OF CASH FLOWS
(dollars in thousands, except share data)
(unaudited)
Six Months
Ended
----------------
May 31, May 31,
2000 1999
------ ---------
Net income $ 4,155 $ 1,010
Net cash flows from operating activities:
Extraordinary loss on early
extinguishment of debt, net - 1,731
Depreciation and amortization 2,899 2,574
Amortization of deferred costs 82 168
Provision for bad debt 60 51
Increase in receivables (472) (578)
(Increase) decrease in inventories (8) 166
Decrease in income tax receivables 487 -
(Increase) decrease in prepaid and
other assets (346) 657
(Increase) decrease in deferred tax asset 295 (414)
Increase in accrued interest - 1,908
Increase in deferred tax liability 510 93
Increase (decrease) in accounts
payable and other liabilities (865) 770
------ ---------
Net cash provided by operating
activities 6,797 8,136
------ ---------
Cash flows from investing activities :
Capital expenditures (3,309) (1,777)
------ ---------
Net cash used by investing activities (3,309) (1,777)
------ ---------
Cash flows from financing activities:
Proceeds from senior secured notes - 55,000
Repayment of increasing rate notes - (50,000)
Purchase of senior secured notes - (2,000)
Payment of deferred financing costs - (1,057)
Purchase of common stock warrants - (3,749)
Dividends paid to common stockholders (1,497) (1,735)
------ ---------
Net cash used by financing activities (1,497) (3,541)
------ ---------
Net increase in cash and cash
equivalents 1,991 2,818
Cash and cash equivalents, at
beginning of period 17,697 13,525
------ ---------
Cash and cash equivalents, at end of
period $ 19,688 $ 16,343
====== =========
Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,915 $ 2,637
====== =========
Cash paid for income taxes $ 1,195 $ 168
====== =========
The accompanying notes are an integral
part of these financial statements
4
LOUISIANA CASINO CRUISES, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Louisiana Casino Cruises, Inc. a Louisiana corporation, (the "Company"),
owns and operates a riverboat gaming facility in Baton Rouge, Louisiana (the
"Casino Rouge"). The Casino Rouge is managed by CRC Holdings, Inc., doing
business as Carnival Resorts and Casinos ("CRC"), an experienced operator of
gaming facilities and owner of approximately 60% of the Company's common stock.
The Louisiana Gaming Control Board (the "Board") has granted the Company a
license to conduct riverboat gaming activities. The Company is in the process
of renewing its gaming license (See Note 4).
A description of the organization and operations of the Company, its
significant accounting policies and its financial condition and results of
operations as of November 30, 1999, are contained in the Company's audited
financial statements included in its annual report filed on Form 10-K. The
accompanying unaudited financial statements for the three and six month periods
ended May 31, 2000, and 1999, should be read in conjunction with the 1999
audited financial statements and the related notes thereto.
The unaudited financial statements as of May 31, 2000, and for the three and
six month periods ended May 31, 2000, and 1999, and the notes thereto have been
prepared in accordance with generally accepted accounting principles for interim
financial information and Rule 10-01 of Regulation S-X. In the opinion of
management, all adjustments (consisting of normal recurring accruals) have been
included to present fairly, in all material respects, the financial position of
the Company as of May 31, 2000, and the results of its operations and cash flows
for the three and six month periods ended May 31, 2000, and 1999. Operating
results for the three and six month periods ended May 31, 2000, and 1999, are
not necessarily indicative of the results that may be expected for a full year.
Certain amounts in the prior periods have been reclassified to conform to
the current period presentation.
PROMOTIONAL ALLOWANCES
The estimated direct costs of providing promotional allowances for food and
beverage and other items have been classified as casino costs and totaled
$807,000 and $1,693,000 for the three and six months ended May 31, 2000,
respectively, and $727,000 and $1,459,000 for the three and six months ended May
31, 1999, respectively.
NOTE 2 - SENIOR SECURED NOTES, FIRST MORTGAGE NOTES, AND
REDEEMABLE COMMON STOCK WARRANTS
1999 NOTES
Pursuant to an indenture, dated as of January 27, 1999, between the
Company and U.S. Bank Trust National Association, as Trustee (the "1999
Indenture"), on January 27, 1999, the Company issued $55,000,000 of its 11%
Senior Secured Notes (the "1999 Notes"), due December 1, 2005, in an offering
under Rule 144A under the Securities Act of 1933 ("Rule 144A") with interest due
semi-annually beginning June 1, 1999. In May 1999, the Company commenced a
registered exchange offer for the private 1999 Notes and issued an equal amount
of publicly tradable 1999 Notes in exchange therefor. The registered 1999 Notes
are identical in all material respects to the private 1999 Notes for which they
were exchanged, other than certain provisions relating to registration rights
and related liquidated damages. The Company used the proceeds from the offering
of the 1999 Notes to defease and redeem its 1998 Notes (see below) and for
general corporate purposes. On May 28, 1999, the Company purchased $2,000,000 of
the 1999 Notes at the market price of $2,010,000 plus accrued interest.
5
The 1999 Notes are collateralized by substantially all of the Company's
assets, other than certain excluded assets. The 1999 Indenture includes certain
covenants which limit the ability of the Company and its identified "restricted
subsidiaries," (as defined in the 1999 Indenture), subject to certain
exceptions, to: (i) incur additional indebtedness; (ii) pay dividends or other
distributions, repurchase capital stock or other equity interest or subordinated
indebtedness; (iii) enter into certain transactions with affiliates; (iv) create
certain liens or sell certain assets; and (v) enter into certain mergers and
consolidations.
Under the terms of the 1999 Indenture, after December 1, 2002, the Company
may, at its option, redeem all or some of the 1999 Notes at a premium that will
decrease over time from 105.5% to 100% of their face amount, plus interest.
Prior to December 1, 2001, if the Company publicly offers certain equity
securities the Company may, at its option, apply certain of the net proceeds
from those transactions to the redemption of up to one-third of the principal
amount of the 1999 Notes at 111% of their face amount, plus interest. If the
Company goes through a change in control, it must give holders of the 1999 Notes
the opportunity to sell their 1999 Notes to the Company at 101% of their face
amount, plus interest.
1998 NOTES
Pursuant to an indenture, dated as of November 15, 1998, between the
Company and U.S. Bank Trust National Association, as Trustee (the "1998
Indenture"), on November 15, 1998, the Company issued in an offering pursuant to
Rule 144A, $50,000,000 of Senior Secured Increasing Rate Notes (the "1998
Notes"), due December 1, 2001. On November 25, 1998, the proceeds from this
offering were placed in escrow with The Bank of New York, as successor Trustee,
to repay upon maturity the aggregate principal amount of $43,827,000 and accrued
interest outstanding on the 1993 Notes (see below).
The 1998 Notes were collateralized by substantially all assets of the
Company, bore interest at an initial increasing rate (initially 12.25%) and were
defeased on January 27, 1999, and redeemed on February 24, 1999, from the
proceeds of the offering of the 1999 Notes. The Company incurred an
extraordinary loss from early extinguishment of the 1998 Notes of $1,731,000,
net of a tax benefit of $1,106,000.
1993 NOTES AND REDEEMABLE COMMON STOCK WARRANTS
Pursuant to an indenture dated as of December 1, 1993, between the Company
and The Bank of New York, as successor trustee, the Company issued $51,000,000
of first mortgage notes (the "1993 Notes") in a private placement on December 1,
1993. The 1993 Notes were issued with 153,000 detachable warrants to purchase
one share of the Company's common stock, no par value, at a price of $0.01 per
share. Pursuant to the terms of the warrants the warrantholders had the right to
require the Company to redeem the warrants at a price per warrant equal to the
value of the Company's common stock as of December 1, 1998, as determined by two
independent investment banking firms. On December 1, 1998, the holders of
138,900 warrants elected to have the Company redeem the warrants. On March 1,
1999, the Company received valuations from the two investment banking firms.
Based upon the average of the values determined by the investment banking firms,
on March 8, 1999, the Company paid $3,749,000 to the holders of 138,900 warrants
who exercised their put rights.
On December 1, 1998, the holders of the remaining 14,100 warrants elected
to exercise their rights to purchase an equal number of shares of the Company's
common stock at a price of $0.01 per share. On September 21, 1999, at a previous
warrantholder's request, the Company purchased 12,000 shares of the Company's
common stock for $324,000, the same price originally offered for the warrants.
NOTE 3 - EARNINGS PER COMMON SHARE
For the three and six month periods ended May 31, 2000 and 1999, basic and
diluted earnings per share ("EPS") is calculated, in accordance with Statement
of Financial Accounting Standard No. 128 "EPS", by dividing net income assigned
to common shareholders by the weighted average common shares outstanding.
6
NOTE 4 - CONTINGENCIES
On July 6, 2000, Penn National Gaming, Inc. (NASDAQ:PENN) announced it is
in exclusive discussions to acquire CRC and 100% of the Company. The parties
are seeking to enter into a definitive agreement within the next 30 days. There
can be no assurance the parties will reach agreement and any such agreement
would be subject to regulatory approval.
Riverboat gaming licenses in Louisiana are issued for an initial five-year
term with annual renewals thereafter. The Company's original five-year gaming
license was up for renewal in July 1999. On June 15, 1999, the Company received
a conditional license approval from the Board until the completion of their
renewal investigation. As part of the Board's renewal investigation, the Company
and each of its officers, directors, managers, principal shareholders and their
officers and directors and key gaming employees are subject to strict scrutiny
and full suitability and approval. The factors that the Board has stated it is
considering, among others, in order to renew the Company's license, include the
Company's compliance with all the requirements of the Louisiana Riverboat
Economic Development and Gaming Control Act, the approval of various systems and
procedures, the demonstration of good character (including an examination of
criminal and civil records) and methods of business practice. The Board may also
seek to impose, as a condition of the license renewal, certain Louisiana,
minority and female employment and procurement goals. The Company believes it
will be successful in receiving a renewal of its license from the Board, but no
assurance can be given as to whether or when the license will be extended, or
the extent of any restrictions that may be imposed as a condition to the
issuance thereof. The loss, suspension or failure to obtain a renewal of such
license would have a material adverse effect on the Company.
The Company is also involved in various legal proceedings; however, in
the opinion of management, the resolution of these matters will not have a
material effect on the financial statements or the results of operations of the
Company.
NOTE 5 - DIVIDENDS
The Company paid the following dividends on its common stock:
Payment Dividend Aggregate
Date Per Share Payment
------------- ---------- -------------
January 14, 2000 $0.54 $ 532,000
March 24, 2000 $0.98 $ 965,000
June 19, 2000 $1.08 $1,064,000
NOTE 6 - INCOME TAXES
The components of the provision for income taxes were as follows:
Three Months Ended Six Months Ended
May 31, May 31, May 31, May 31,
2000 1999 2000 1999
Tax provision:
Current tax provision $ 798,000 $ 634,000 $ 1,870,000 $ 885,000
Deferred tax provision 551,000 620,000 786,000 877,000
Total provision for ---------- ---------- ----------- ----------
income tax $1,349,000 $1,254,000 $ 2,656,000 $1,762,000
========== ========== =========== ==========
For the three and six months ended May 31, 1999, the provision components
discussed above exclude the tax benefit of $1,106,000 derived from the early
extinguishment of 1998 Notes discussed in Note 2.
7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Except for historical information contained herein, the matters discussed
herein are forward looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
statements involve risks and uncertainties, many of which are beyond the
Company's control, including but not limited to risks relating to local and
regional economic and business conditions, changes or developments in laws,
regulations or taxes, actions taken or to be taken by third parties,
competition, the loss of any licenses or permits or the Company's failure to
obtain an unconditional renewal of its gaming license on a timely basis, or
other factors discussed elsewhere in this report and the documents filed by the
Company with the Securities and Exchange Commission. These factors may cause the
Company's results to differ materially from the statements made in this report
or otherwise made by or on behalf of the Company.
General
The Casino Rouge is one of two riverboat gaming facilities in Baton
Rouge. Current Louisiana legislation authorizes 15 riverboat casinos statewide
and one land-based casino in New Orleans. In addition, three casinos operate
in Louisiana on Native American land under compact agreements with the state.
The Casino Rouge opened on December 28, 1994. The Casino Rouge is managed by
CRC Holdings, Inc., doing business as Carnival Resorts and Casinos ("CRC"), an
experienced operator of gaming facilities and owner of approximately 60% of the
Company's common stock.
On July 6, 2000, Penn National Gaming, Inc. (NASDAQ:PENN) announced it is
in exclusive discussions to acquire CRC and 100% of the Company. The parties
are seeking to enter into a definitive agreement within the next 30 days. There
can be no assurance the parties will reach agreement and any such agreement
would be subject to regulatory approval.
Results of Operations
Three months ended May 31, 2000, compared to three months ended May 31,
1999.
The Company's taxable casino revenues increased 5.6% and customer counts
decreased 0.6%, for the three months ended May 31, 2000, compared to the three
months ended May 31, 1999. According to public reports filed with the Board, the
Company's competitor's riverboat taxable casino revenues and customer counts
increased 47.9% and 19.0%, respectively, for the three months ended May 31,
2000, compared to the three months ended May 31, 1999. Those public reports also
state that the Company's overall share of the Baton Rouge gaming market for the
three months ended May 31, 2000, and 1999, was 55.9% and 64.0% of taxable casino
revenues and 55.6% and 59.9% of admissions, respectively.
The Company's casino revenues were $22,741,000 and $21,410,000 for the
three month periods ended May 31, 2000, and 1999, respectively. The increase in
casino revenue was due to an increase in the win per passenger for the three
months ended May 31, 2000, of $3.63 to $56.79 compared to $53.16 for the three
months ended May 31, 1999.
Casino expenses for the three months ended May 31, 2000, and 1999, were
$10,549,000 and $9,538,000, respectively, which represented 46.4% and 44.5%
respectively, of casino revenues. Overall casino expenses increased during the
2000 period primarily due to the market's increased gaming activity resulting in
increased gaming taxes and an increase in promotional giveaways.
Selling, general and administrative expenses for the three months ended
May 31, 2000, were $6,151,000 compared to $6,107,000 for the three months ended
May 31, 1999. The increase in selling, general and administrative expenses was
mainly due to an increase in revenue-based rent and management fees.
8
Six months ended May 31, 2000, compared to six months ended May 31, 1999
The Company's taxable casino revenues and customer counts increased 11.9%
and 3.2%, respectively, for the six months ended May 31, 2000, compared to the
six months ended May 31, 1999. According to public reports filed with the Board,
the Company's competitor's riverboat taxable casino revenues and customer counts
increased 42.6% and 12.2%, respectively, for the six months ended May 31, 2000,
compared to the six months ended May 31, 1999. Those public reports also state
that the Company's overall share of the Baton Rouge gaming market for the six
months ended May 31, 2000, and 1999, was 56.8% and 62.7% of taxable casino
revenues and 56.7% and 58.7% of admissions, respectively.
The Company's casino revenues were $45,612,000 and $40,706,000 for the six
month periods ended May 31, 2000, and 1999, respectively. The increase in casino
revenue was due to an increase in customer counts and win per passenger for the
six months ended May 31, 2000, of $4.51 to $57.10 compared to $52.59 for the six
months ended May 31, 1999.
Casino expenses for the six months ended May 31, 2000, and 1999, were
$20,791,000 and $18,704,000, respectively, which represented 45.6% and 46.0%,
respectively, of casino revenues. Overall casino expenses increased during the
2000 period primarily due to the market's increased gaming activity and the
Company's increase in patrons, resulting in increased gaming and patron taxes.
Selling, general and administrative expenses for the six months ended May
31, 2000, were $12,805,000 compared to $11,903,000 for the six months ended May
31, 1999. The increase in selling, general and administrative expenses was
mainly due to an increase in revenue-based rent and management fees.
Net interest expense was $2,758,000 and $3,318,000 for the six months
ended May 31, 2000, and 1999, respectively. The decrease in interest expense is
related to the early extinguishment of the 1998 Notes during the 1999 period.
Liquidity and Capital Resources
During the six months ended May 31, 2000, the Company generated $6,797,000
of cash flows from operations as compared to $8,136,000 for the six months ended
May 31, 1999. The decrease in cash flows from operations was primarily due to an
increase in accrued interest for the six months ended May 31, 1999, as a result
of interest due on the 1998 Notes being paid in November 1998, offset by an
increase in net income during the six months ended May 31, 2000.
Cash flows used by investing activities were $3,309,000 and $1,777,000,
respectively, for the six months ended May 31, 2000 and May 31, 1999. The
increase in the use of funds was primarily due to expenditures related to
renovation of Casino Rouge and expansion of the Company's parking lot.
Financing activities for the six months ended May 31, 2000, used
$1,497,000 of cash flow to pay dividends on the Company's common stock.
Financing activities for the six months ended May 31, 1999, used cash flows for
dividend payments to shareholders of $1,735,000, the purchase of common stock
warrants for $3,749,000 and the purchase of $2,000,000 of the outstanding 1999
Notes offset by the net proceeds from the issuance of the 1999 Notes.
The Company believes that cash on hand and operating cash flows will be
sufficient to fund its current operations, capital expenditures and debt service
obligations. As a result of debt restrictions, the ability of the Company to
incur additional indebtedness to fund operations or to make capital expenditures
is limited. To the extent that cash flow from operations is insufficient to
cover cash requirements, the Company would be required to curtail or defer
certain capital expenditures under these circumstances, which could have an
adverse effect on the Company's operations.
9
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not applicable.
10
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - Exhibit 27 Financial Data Schedule as of May 31, 2000, and
for the six months then ended
(b) Reports on Form 8-K - None
11
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 thereunto duly authorized.
LOUISIANA CASINO CRUISES, INC.
Dated: July 13, 2000
By: /s/ W. Peter Temling
W. Peter Temling,
Chief Financial Officer
12