SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 1999
Empress Entertainment, Inc. (the "Company")
Empress River Casino Finance Corporation ("Empress Finance")
------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 333-60361 36-3932031
Delaware 333-60361 36-3929804
(State or other jurisdiction of (Commission File number) (I.R.S. Employer
incorporation) Identification No.)
2300 Empress Drive, Joliet Illinois 60436
- ---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (815) 744-9400
---------------
________________________________________________
Former name or former address, if changed since last report
Item 2. Acquisition or Disposition of Assets.
-------------------------------------
Empress Entertainment, Inc. (the "Company"), which is one of the largest
operators of riverboat casinos serving the Chicago metropolitan area, today
announced that it had closed the sale of its two operating subsidiaries, Empress
Casino Joliet Corporation ("Empress Joliet") and Empress Casino Hammond
Corporation ("Empress Hammond"), operators of successful riverboat casinos in
Joliet, Illinois and Hammond, Indiana.
On September 2, 1998, the Company, Empress Hammond and Empress Joliet
entered into an Agreement and Plan of Merger with Horseshoe Gaming, L.L.C.,
Horseshoe Gaming Holding Corp. and certain of its affiliates. Pursuant to the
Merger Agreement, Horseshoe Gaming Holding Corp. acquired from the Company all
of the outstanding stock of Empress Hammond and Empress Joliet via two
simultaneous merger transactions for approximately $609 million in cash, payable
at closing on December 1, 1999.
Simultaneously with the closing of the mergers, Horseshoe Gaming Holding
Corp. assumed the obligations of the Company under the Company's outstanding
publicly registered $150 million of 8-1/8% Senior Subordinated Notes due 2006.
Following this assumption by Horseshoe, the Company and Empress River Casino
Finance Corporation have been discharged from any obligations under the Notes
and will cease to be reporting companies under the Securities Exchange Act of
1934, as amended. Empress Joliet and Empress Hammond, which will continue to
operate as wholly-owned subsidiaries of Horseshoe Gaming Holding Corp., will
remain as guarantors of the Notes.
Certain statements in this Report constitute "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. These factors are
discussed in more detail in the Company's filings with the Securities and
Exchange Commission.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of September 2, 1998, by and among
the Company, Empress Hammond, Empress Joliet and Horseshoe Gaming, L.L.C.,
a Delaware limited liability company ("Horseshoe"), Horseshoe Gaming
(Midwest), Inc., a Delaware corporation ("Horseshoe Midwest"), Empress
Acquisition Illinois, Inc., a Delaware corporation ("Empress Illinois"),
Empress Acquisition Indiana, Inc., a Delaware corporation ("Empress
Indiana"), incorporated by reference to Exhibit 2.6 of the Company's Pre-
Effective Amendment No. 1 to Registration Statement on Form S-4, filed
September 11, 1998.
2.2 First Amendment to Agreement and Plan of Merger, dated as of March 25,
1999, by and among the Company, Empress Hammond, Empress Joliet and
Horseshoe, Horseshoe Midwest, Empress Illinois, Empress Indiana,
incorporated by reference to Exhibit 2.7 of the Company's Annual Report on
Form 10-K, filed March 31, 1999.
2.3 Second Amendment to Agreement and Plan of Merger, dated as of July 23,
1999, by and among the Company, Empress Hammond, Empress Joliet and
Horseshoe, Horseshoe Midwest, Empress Illinois, Empress Indiana,
incorporated by reference to Exhibit 2.7 of the Company's Annual Report on
Form 10-Q, filed June 30, 1999.
2.4* Assumption Agreement, dated as of November 18, 1999, by and among the
Company, Empress Hammond, Empress Joliet and Horseshoe, Horseshoe Midwest,
Empress Illinois, Empress Indiana, Horseshoe Gaming Holding Corp., a
Delaware corporation ("HGHC"), Horseshoe Acquisition Illinois, Inc., an
Illinois corporation ("Horseshoe Illinois"), and Horseshoe Acquisition
Indiana, Inc., an Indiana corporation ("Horseshoe Indiana").
10.1 Consulting Agreement, dated as of July 23, 1999, by and between the Company
and Horseshoe, incorporated by reference to Exhibit 10.28
of the Company's Annual Report on Form 10-Q, filed June 30, 1999.
*Exhibit filed as part of this Form 8-K.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the Company and Empress Finance have duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
Dated: December 1, 1999
EMPRESS ENTERTAINMENT, INC.
By:/s/ Peter A. Ferro, Jr.
____________________________________________
Peter A. Ferro, Jr., Chief Executive Officer
EMPRESS RIVER CASINO FINANCE CORPORATION
By:/s/ Peter A. Ferro, Jr.
____________________________________________
Peter A. Ferro, Jr., Chief Executive Officer