UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 3, 2005
THE MAJESTIC STAR CASINO, LLC
THE MAJESTIC STAR CASINO CAPITAL CORP.
(Exact name of Registrant as Specified in its Charter)
INDIANA 43-1664986
INDIANA 333-06489 35-2100872
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
301 FREMONT STREET, 12TH FLOOR
LAS VEGAS, NEVADA 89101
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (702) 388-2224
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 November 3, 2005, The Majestic Star Casino, LLC (the "Company") entered into
a Stock Purchase Agreement (the "Stock Purchase Agreement") with Trump
Entertainment Resorts Holdings, L.P. ("Trump Holdings") for the purchase by the
Company of 100% of the stock of Trump Indiana, Inc. ("Trump Indiana"). Trump
Indiana owns and operates a casino vessel and hotel at Buffington Harbor in
Gary, Indiana. The Company will pay a purchase price of $253.0 million,
exclusive of debt and other long term Trump Indiana obligations, subject to
certain adjustments and customary representations and warranties. Upon executing
the Stock Purchase Agreement, the Company paid Trump Holdings a $5.0 million
deposit, which will be credited against the purchase price at closing. The
Company currently owns a casino vessel adjacent to Trump Indiana's casino
vessel, and through a joint venture with Trump Indiana, owns and operates
Buffington Harbor Riverboats, LLC, which manages all ancillary operations at
Buffington Harbor. Trump Indiana and Barden Development, Inc., the parent of the
Company, jointly own the parking garage located at Buffington Harbor. Consistent
with the terms of the Stock Purchase Agreement, the transaction is expected to
close by the end of the year, subject to required regulatory approvals.
A copy of the Stock Purchase Agreement is attached to this Current Report as
Exhibit 2.1 and is incorporated herein by reference. The foregoing description
of the Stock Purchase Agreement is not complete and is qualified in its entirety
by reference to the full text of the Stock Purchase Agreement.
A copy of the press release issued by the Company announcing the execution of
the Stock Purchase Agreement is attached to this Current Report as Exhibit 99.1
and is incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit 2.1 Stock Purchase Agreement, dated as of November 3, 2005 by
and between The Majestic Star Casino, LLC and Trump
Entertainment Resorts Holdings, L.P. (Certain schedules and
exhibits to the Stock Purchase Agreement have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. The registrant
will furnish supplementally a copy of any omitted schedule
or exhibit to the Securities and Exchange Commission upon
request.)
Exhibit 99.1 Press release dated November 4, 2005
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.
November 9, 2005 THE MAJESTIC STAR CASINO, LLC
By: /s/ Jon S. Bennett
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Jon S. Bennett, Vice President and
Chief Financial Officer
THE MAJESTIC STAR CASINO CAPITAL CORP.
By: /s/ Jon S. Bennett
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Jon S. Bennett, Vice President and
Chief Financial Officer
EXHIBIT INDEX
Number Description
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2.1 Stock Purchase Agreement, dated as of November 3, 2005 by and between
The Majestic Star Casino, LLC and Trump Entertainment Resorts Holdings,
L.P. (Certain schedules and exhibits to the Stock Purchase Agreement
have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
registrant will furnish supplementally a copy of any omitted schedule
or exhibit to the Securities and Exchange Commission upon request.)
99.1 Press release dated November 4, 2005