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): December 27, 1999
COLORADO GAMING & ENTERTAINMENT CO.
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(Exact Name of Registrant as specified in its charter)
Colorado 0-28068 84-1242693
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(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
12596 West Bayaud Avenue, Suite 450, Lakewood, CO 80228
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(Address of principal executive offices) (ZIP Code)
(303) 716-5600
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
Item 5. Other Events
Colorado Gaming & Entertainment Co., as Issuer (referred to herein as
"CG&E" or the "Company"), BWBH, Inc., BWCC, Inc., Millsite 27, Inc., and Silver
Hawk Casino, Inc., each as a Guarantor, and State Street Bank And Trust Company,
as Successor in Interest to Fleet National Bank, as Trustee (the "Trustee"), are
parties to an Indenture, dated as of June 7, 1996 as previously amended (the
"Original Indenture"), pursuant to which the Company issued its Senior Secured
Pay-In-Kind Notes Due 2003 (the "Notes"). As of September 30, 1999,
approximately $52.7 million of Notes were outstanding. Interest on the Notes
accrues at a rate of 12% per annum, and is payable semi-annually. Subject to
more senior liens securing senior indebtedness of approximately $8.9 million,
the Notes are secured by substantially all the assets of the Company. The
Company is an indirect wholly owned subsidiary of Hilton Group plc (formerly
Ladbroke Group plc) ("Hilton Group")
As previously reported in the Company's Quarterly Report on Form 10-Q
for the period ended September 30, 1999 (the "Form 10-Q"), as of such date, the
Company was not in compliance with the fixed charge coverage ratio under the
Original Indenture. Section 924 of the Indenture required the Company to
maintain a ratio of 1.25 to 1. As of September 30, 1999 the Company's ratio was
.71 to 1. The Company's failure to comply with this covenant constituted a
default under the Original Indenture. As also reported in the Form 10-Q, the
Company intended to seek a waiver of the default from the holders of the Notes.
As a result of discussions with certain holders of the Notes, on
December 27, 1999, after obtaining the written consent of holders of more than
66 2/3% of the principal amount of the Notes (the "Super-Majority Holders"), the
Company and the other parties to the Indenture entered into a Second
Supplemental Indenture dated as of December 27, 1999 (the "Second Supplemental
Indenture"). A copy of the Second Supplemental Indenture is attached hereto as
Exhibit 99.1 and incorporated herein in its entirety by reference. The Second
Supplemental Indenture provides for the waiver of the default described above
and all other defaults under the Indenture occurring on or prior to such date.
The Second Supplemental Indenture also provides, among other things, for the
amendment of the Original Indenture to delete most of the restrictive covenants
contained therein including, without limitation, Section 924 of the Original
Indenture. The Second Supplemental Indenture also deletes from the Original
Indenture the requirement that the Company make an offer to purchase the Notes
at a price of 101% of the principal amount thereof upon a Change of Control (as
defined in the Original Indenture).
In consideration for, and as a condition to the effectiveness of the
Second Supplemental Indenture, on December 28, 1999, Ladbroke Racing Corporation
("Ladbroke Racing"), an indirect wholly owned subsidiary of Hilton Group and an
affiliate of the Company, commenced a tender offer (the "Offer") to purchase
any and all of the Notes at a price of $700 per $1,000 principal amount. The
Offer provides for the acceptance of, and payment for, Notes validly tendered
within three business days of tender and will expire, unless extended by
Ladbroke Racing, on January 31, 2000. As of January 18, 2000, the day
prior to this filing, Ladbroke Racing had purchased Notes with a total principal
amount of approximately $49,970,140 or 94.7% of the outstanding principal amount
of the Notes.
The waiver and amendments to the Original Indenture provided for by
the Second Supplemental Indenture became effective upon the commencement of the
Offer. As a result of the effectiveness of the waiver and amendments, the
default described above has been eliminated.
Item 7 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Second Supplemental Indenture dated as of December
27, 1999 among Colorado Gaming & Entertainment Co., a Delaware
corporation, as Issuer; BWBH, Inc., BWCC, Inc., Millsite 27,
Inc., and Silver Hawk Casino, Inc.; and State Street Bank and
Trust Company, as Successor in Interest to Fleet National
Bank, as Trustee.
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.
COLORADO GAMING & ENTERTAINMENT CO.
(Registrant)
DATED: January 19, 2000 By: /s/ W. David Aker
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Title: Vice President
EXHIBIT INDEX
99.1 Second Supplemental Indenture dated as of December 27, 1999 among
Colorado Gaming & Entertainment Co., a Delaware corporation, as Issuer;
BWBH, Inc., BWCC, Inc., Millsite 27, Inc., and Silver Hawk Casino,
Inc.; and State Street Bank and Trust Company, as Successor in Interest
to Fleet National Bank, as Trustee (the "Trustee").