1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal quarter ended July 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission file number 0-14939
Crown Casino Corporation
(Exact name of registrant as specified in its charter)
Texas 63-0851141
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2415 West Northwest Highway
Suite 103
Dallas, Texas 75220-4446
(Address of principal executive offices,
including zip code)
(214) 352-7561
(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.
Outstanding at
Title of Each Class September 15, 1995
------------------- ------------------
Common stock, par value $.01 per share 11,741,459
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PART I - FINANCIAL INFORMATION ITEM 1. Financial Statements
CONSOLIDATED BALANCE SHEETS Crown Casino Corporation
July 31, 1995 April 30,
(Unaudited) 1995
------------ -----------
ASSETS
Current assets:
Cash and cash equivalents $ 154,123 $ 1,692,440
Cash held in escrow 900,000
Receivables 1,388,660
Prepaid expenses and other 615,866 931,935
------------ -----------
Total current assets 3,058,649 2,624,375
------------ -----------
Property and equipment:
Construction in progress 1,565,739
Furniture, fixtures and equipment 1,550,747 8,887,241
Riverboat and barges 15,256,140
Land held for development 16,660,555 16,608,555
------------ -----------
18,211,302 42,317,675
Less accumulated depreciation (108,165) (223,055)
------------ -----------
18,103,137 42,094,620
------------ -----------
Other assets:
Note receivable, less current portion 18,823,529
Non-compete agreement, net 316,674
Debt issuance costs, net 345,963
License costs 9,125,000
------------ -----------
18,823,529 9,787,637
------------ -----------
$ 39,985,315 $54,506,632
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 131,268 $ 999,611
Accrued liabilities 518,346 1,038,587
Advances from LRGP 2,179,083
Capital lease obligations 5,666 2,876,632
Notes payable 26,511,603
------------ -----------
Total current liabilities 655,280 33,605,516
------------ -----------
Capital lease obligations, less current portion 4,834 2,271,477
Deferred income taxes 8,598,000 500,000
Common stock pending issuance 200,000
Investment in SCGC 1,828,865
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $.01 per share, 1,000,000 shares
authorized; none issued or outstanding
Common stock, par value $.01 per share, 50,000,000 shares authorized
11,741,459 issued and outstanding (11,678,459 at April 30, 1995) 117,415 116,785
Additional paid-in capital 42,081,992 41,859,407
Accumulated deficit ( 13,301,071) (24,046,553)
------------ -----------
Total stockholders' equity 28,898,336 17,929,639
------------ -----------
$ 39,985,315 $54,506,632
============ ===========
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS Crown Casino Corporation
(Unaudited)
Three Months Ended
July 31,
1995 1994
----------- -----------
Revenues $ - $ -
Costs and expenses:
General and administrative 614,794 420,289
Gaming pre-opening and development 601,064 948,458
Depreciation and amortization 43,527 60,783
----------- -----------
1,259,385 1,429,530
----------- -----------
Other income (expense):
Interest expense (965,417) (1,104,790)
Interest income 495,679 81,331
Equity in loss of SCGC (940,035)
Gain on sale of 50% of SCGC 21,512,640
----------- -----------
20,102,867 (1,023,459)
----------- -----------
Income (loss) before income taxes 18,843,482 (2,452,989)
Provision (benefit) for income taxes 8,098,000 (928,100)
----------- -----------
Net income (loss) $10,745,482 $(1,524,889)
=========== ===========
Income (loss) per share $ .87 $ (.16)
=========== ===========
Weighted average common and common
equivalent shares outstanding 12,318,684 9,479,447
=========== ===========
See accompanying notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF CASH FLOWS Crown Casino Corporation
(Unaudited)
Three Months Ended
July 31,
1995 1994
----------- ------------
Operating activities:
Net income (loss) $10,745,482 $ (1,524,889)
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Depreciation and amortization 43,527 60,783
Amortization of debt issuance costs/discount 389,360 460,404
Warrant issued for services 62,500
Deferred income taxes 8,098,000 (928,100)
Equity in loss of SCGC 940,035
Gain on sale of 50% of SCGC (21,512,640)
Changes in assets and liabilities, net of disposition:
Receivables, net (212,189) 47,866
Prepaid expenses and other (511,753) (1,087,750)
Accounts payable and accrued liabilities 1,428 1,211,633
----------- ------------
Net cash used by operating activities (2,018,750) (1,697,553)
----------- ------------
Investing activities:
Purchases of property and equipment (4,130,293) ( 15,344,572)
Transfer to restricted cash, net (6,545,001)
----------- ------------
Net cash used by investing activities (4,130,293) ( 21,889,573)
----------- ------------
Financing activities:
Issuance of common stock 23,215 3,358,537
Issuance of debt and warrants 28,000,000
Debt issuance costs (1,475,099)
Advances from LRGP 4,627,897
Payments of capital lease obligations (40,386) (2,285)
----------- ------------
Net cash provided by financing activities 4,610,726 29,881,153
----------- ------------
Increase (decrease) in cash and cash equivalents (1,538,317) 6,294,027
Cash and cash equivalents at: Beginning of period 1,692,440 1,778,939
----------- ------------
End of period $ 154,123 $ 8,072,966
=========== ============
See accompanying notes to consolidated financial statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CROWN CASINO CORPORATION
(Unaudited)
FOR THE THREE MONTHS ENDED JULY 31, 1995
NOTE A - BASIS OF PRESENTATION
Crown Casino Corporation and subsidiaries ("Crown" or the "Company") (i) owns a
50% interest in St. Charles Gaming Company, Inc. ("SCGC") which owns and
operates a riverboat gaming casino located in Calcasieu Parish, Louisiana that
opened on July 29, 1995, (ii) owns an 18.6 acre tract of land in the gaming
district of Las Vegas, Nevada which is being held for development of a hotel
and casino, and (iii) in July 1995 entered into a definitive purchase agreement
to acquire the Bourbon Street Hotel and Casino (the "Bourbon Street Casino")
located in Las Vegas, Nevada. The Company is also actively pursuing other
gaming opportunities in these and other jurisdictions.
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended July 31, 1995 are not necessarily indicative of the results that may be
expected for the year ended April 30, 1996. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended April 30, 1995.
NOTE B - SALE OF 50% OF SCGC
On June 9, 1995 pursuant to a definitive Stock Purchase Agreement ("Stock
Purchase Agreement") the Company sold a 50% interest in SCGC to Louisiana
Riverboat Gaming Partnership ("LRGP"), a joint venture owned 50% by Casino
America, Inc. ("Casino America") and 50% by Louisiana Downs, Inc. LRGP owns
the Isle of Capri(SM) dockside riverboat casino in Bossier City, Louisiana.
The purchase price consisted of (i) a five-year $20 million note (the "LRGP
Note"), (ii) $1 million cash, and (iii) a warrant (which may only be exercised
by converting a portion of the LRGP Note) to purchase 416,667 shares of Casino
America common stock at $12 per share.
The LRGP Note bears interest at 11.5% per annum, payable monthly, and is
secured by LRGP's 50% interest in SCGC. Principal is payable in seventeen
equal quarterly installments beginning in June 1996. If the distributions from
SCGC to LRGP during any quarter are less than the principal installment due for
such quarter, LRGP will only be obligated to pay the amount of such
distribution and any deficiency will be deferred to the next installment due
under the LRGP Note. All principal and interest not previously paid will be
due and payable in June 2000.
Also, pursuant to the Stock Purchase Agreement, LRGP will lend funds, or will
provide a financing source for SCGC, to provide for the development of the
Calcasieu Parish project in amounts to be agreed upon between LRGP and the
Company. The maximum amount of all loans funded or guaranteed by LRGP will not
exceed $45 million, unless agreed to by the parties. In August 1995 SCGC and
LRGP jointly issued $38.4 million of senior secured increasing rate notes the
proceeds of which were used to retire all of SCGC's senior debt ($21.9 million)
and certain LRGP obligations ($8.4 million). The balance of the proceeds will
be used in the development of the Calcasieu Parish project (see Note C).
In connection with the Stock Purchase Agreement, SCGC bought out its prior
casino management agreement and entered into a new casino management agreement
with Casino America. The Casino America management agreement has a term of 99
years and provides for a management fee of (i) 2% of "Revenues," as defined in
the agreement (generally net gaming revenues less gaming and admission taxes
plus all other operating revenues) plus (ii) 10% of "Net Operating Income," as
defined in the agreement, provided however, the total management fee shall not
exceed 4% of "Revenues." In the event the LRGP Note goes into default and the
Company reacquires LRGP's 50% interest in SCGC, SCGC will have the right to
terminate the Casino America management agreement.
In addition to the foregoing, the Company granted LRGP a right of first refusal
to jointly develop its 18.6 acre tract of land in the gaming district of Las
Vegas in the event the Company chooses to develop such project on a joint
venture basis.
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The Company has included 100% of SCGC's operating results in its consolidated
results of operations through June 8, 1995. From and after June 9, 1995 (the
date of sale of 50% of SCGC), the Company has accounted for its investment in
SCGC on the equity method, and accordingly has included its proportionate share
of SCGC's operating results in its consolidated results of operations.
The Company's gain on the sale of 50% of SCGC is calculated as follows (in
thousands):
Consideration for sale of a 50% interest in SCGC $21,000
Crown's negative basis in SCGC stock sold:
Deficit in SCGC 1,778
Percentage sold 50%
-----
889
Transaction and other costs (376)
-------
Gain on sale of 50% of SCGC $21,513
=======
At July 31, 1995 the Company's investment in SCGC is calculated as follows (in thousands):
Remaining negative basis in SCGC after sale of 50% $ (889)
Crown's portion of SCGC's loss from June 9, 1995 to July 31, 1995 (940)
-------
Crown's investment in SCGC $(1,829)
=======
Since the Company anticipates SCGC will have future income (operations
commenced on July 29, 1995), its investment in SCGC is carried below zero and
is shown as a liability at July 31, 1995.
NOTE C - SCGC DEBT
In June 1994 SCGC issued a $28 million Senior Secured Increasing Rate Note (the
"Senior Note") to an institutional investor. The Senior Note was initially due
on June 3, 1995, but was subsequently extended to August 31, 1995 and carried a
12% coupon increasing 67 basis points each quarter up to a maximum interest
rate of 14%. The Senior Note was issued with a five-year warrant to purchase
508,414 shares of the Company's common stock at an original exercise price of
$6.00 per share, which was adjusted to $3.00 per share in December 1994
pursuant to an amendment to the warrant. The proceeds from the private
placement were allocated between the Senior Note ($26.7 million) and the
warrant ($1.3 million) based upon the relative fair value of each of the
securities at the time of issuance. The resulting original issue discount has
been amortized over the life of the Senior Note using the effective interest
method.
In August 1995, SCGC's Senior Note was paid off from the proceeds of $38.4
million of Senior Secured Increasing Rate Notes (the "New Notes"), issued
jointly by SCGC and LRGP (collectively, the "Issuers"). The New Notes
initially become due on July 27, 1996, but can be extended up to an additional
twelve months at the option of the Issuers provided no event of default has
occurred and is continuing, carry a 12% coupon increasing 25 basis points each
quarter until maturity, and provide for contingent interest beginning in May
1996 equal to 7.5% of the Issuers' consolidated cash flow, as defined. The New
Notes are collateralized by substantially all the assets of the Issuers and the
agreement governing the New Notes contains covenants relating to certain
business, operational and financial matters including limitations on (i)
incurring additional debt, (ii) paying dividends, (iii) merging or
consolidating with others, (iv) changes in control, (v) capital expenditures,
(vi) investments and joint ventures, and (vii) the sale of assets, and
financial covenants pertaining to (i) minimum cash flow, (ii) minimum fixed
charge ratio, (iii) maximum leverage ratio, and (iv) minimum net worth. The
Company anticipates that SCGC will fail to meet certain financial covenants of
the agreement governing the New Notes which, if not amended or waived, would
result in an event of default. The Issuers are currently having discussions
with the holder of the New Notes regarding the anticipated event of default.
While no assurance can be given that a satisfactory waiver or amendment will be
forthcoming, the Company expects the Issuers will obtain such waiver or
amendment to cure the anticipated event of default. The New Notes are not
guaranteed by the Company or any of its consolidated subsidiaries.
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NOTE D - LAND HELD FOR DEVELOPMENT
In connection with the acquisition of Gaming Entertainment Management Services,
Inc. in December 1993, the Company acquired an option to purchase an 18.6 acre
tract of land in the gaming district of Las Vegas, Nevada located on the
southeast corner of the intersection of Flamingo and Arville. In June 1994 the
Company exercised its option and closed the purchase of the Las Vegas land. In
February 1994 the Las Vegas land under option was appraised for approximately
$20.3 million.
NOTE E - PENDING ACQUISITION
On July 14, 1995 the Company entered into a definitive asset purchase agreement
to acquire the Bourbon Street Casino located in Las Vegas, Nevada for a
purchase price of $10 million. The Bourbon Street Casino has approximately 430
slot machines and 15 table games over its 15,000 square feet of gaming space,
166 hotel rooms, including 16 suites, and has reported annual revenues of
approximately $12 million. Closing is expected to occur by October 1995.
NOTE F - CONTINGENCY
On September 21, 1994, an action was filed against the Company and SCGC in the
24th Judicial District Court for the Parish of Jefferson, Louisiana by Avondale
Industries, Inc. ("Avondale"). In this action, Avondale alleges that the
Company was contractually obligated to Avondale for the construction of SCGC's
riverboat vessel based upon a letter of intent (allegedly reaffirming a
previous agreement entered into between Avondale and SCGC). Avondale alleges
that the Company breached a duty to negotiate in good faith toward the
execution of a definitive vessel construction contract. Alternatively,
Avondale alleges that a separate oral contract for the construction of the
vessel existed and that the Company committed unspecified unfair trade
practices and made certain misrepresentations. Avondale seeks unspecified
damages including "all lost profits and lost overhead" and attorneys fees. The
Company intends to vigorously contest liability in this matter.
NOTE G - SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow disclosures are as follows for the three months ended
July 31, 1995 and 1994:
Three Months Ended
July 31,
1995 1994
------ ------
Note received for sale of 50% of SCGC stock $20,000,000
Equipment acquired under capital leases $5,268,408
Property acquired in exchange for note receivable 471,465
Warrants issued for property and services 212,500
Interest paid, net of amount capitalized 1,045,162 7,756
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Company's
consolidated financial statements and the related notes thereto appearing
elsewhere in this report.
OVERVIEW
The Company (i) owns a 50% interest in St. Charles Gaming Company, Inc.
("SCGC") which owns and operates a riverboat gaming casino located in Calcasieu
Parish, Louisiana that opened on July 29, 1995, (ii) owns an 18.6 acre tract of
land in the gaming district of Las Vegas, Nevada which is being held for
development of a hotel and casino, and (iii) in July 1995 entered into a
definitive purchase agreement to acquire the Bourbon Street Hotel and Casino
(the "Bourbon Street Casino") located in Las Vegas, Nevada. The Company is
also actively pursuing other gaming opportunities in these and other
jurisdictions. In January 1995, SCGC made the strategic decision to relocate
the site for its planned Louisiana riverboat casino from St. Charles Parish to
Calcasieu Parish in the southwest part of the state near the Texas border. In
March 1995, the Company entered into an agreement with Louisiana Riverboat
Gaming Partnership ("LRGP") to form a joint venture to develop the Calcasieu
Parish project. LRGP, a joint venture owned 50% by Casino America, Inc.
("Casino America") and 50% by Louisiana Downs, Inc. owns the Isle of Capri(SM)
dockside riverboat casino in Bossier City, Louisiana. Pursuant to the joint
venture agreement, on June 9, 1995 the Company sold 50% of the outstanding
common stock of SCGC for (i) a five-year $20 million note (the "LRGP Note"),
(ii) $1 million cash, and (iii) a warrant (which may only be exercised by
converting a portion of the LRGP Note) to purchase 416,667 shares of Casino
America common stock at $12 per share. On July 29, 1995 SCGC's riverboat
casino opened for business in Calcasieu Parish, Louisiana as an Isle of
Capri(SM) themed property.
RESULTS OF OPERATIONS
As a result of the Company's sale of 50% of SCGC on June 9, 1995, from and
after such date SCGC's operating results are no longer consolidated with the
Company, but rather are accounted for on the equity method. Accordingly,
operating results for the current and prior fiscal quarter are not entirely
comparable.
THREE MONTHS ENDED JULY 31, 1995 COMPARED TO THE THREE MONTHS ENDED JULY 31,
1994
Gaming pre-opening and development costs for the three months ended July 31,
1995 decreased $ 347,394 compared to the same period in the prior fiscal year.
The decrease was attributable to comparing 39 days of development of SCGC's
riverboat casino project in the current fiscal period versus a full three
months in the prior fiscal period. General and administrative expenses for the
three months ended July 31, 1995 increased $194,505 compared to the same period
in the prior fiscal year. The increase was primarily attributable to increased
personnel costs as the Company expanded its corporate staff in preparation for
future growth and expansion. Interest expense for the three months ended July
31, 1995 decreased $139,373 compared to the same period in the prior fiscal
year. The decrease was the result of the Company no longer consolidating the
operating results of SCGC from and after June 9, 1995, as SCGC was formerly
responsible for all of the Company's consolidated interest expense. Interest
income for the three months ended July 31, 1995 increased $414,348 compared to
the same period in the prior fiscal year. The increase was the result of
interest being recognized in the current fiscal quarter on the $20 million LRGP
Note at the rate of 11.5% per annum, whereas in the prior fiscal quarter
interest income on a portion of the proceeds from the issuance of the $28
million Senior Note was being held in escrow and earning interest at the rate
of 3% to 4% in a money market fund.
LIQUIDITY AND CAPITAL RESOURCES
THE COMPANY
In connection with the acquisition of the Bourbon Street Casino, the Company
anticipates raising the $10 million purchase price from (i) conversion of $5
million of the LRGP Note into 416,667 shares of Casino America common stock and
the subsequent sale of such shares, (ii) the sale of all or a portion of the
LRGP Note, (iii) the public or private sale of the Company's common stock,
including 1,085,000 shares registered for sale pursuant to a registration
statement filed with the Securities and Exchange Commission, and/or (iv) the
issuance of debt.
Management of the Company is evaluating the design, scope and capital
requirements of its proposed hotel and casino project which is to be built on
the Company's 18.6 acre tract of land in Las Vegas. Management is considering
a variety of scenarios with respect to the operation and ownership of the
proposed hotel and casino, including a potential joint venture relationship.
In connection with
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the joint venture agreement with LRGP, the Company granted LRGP a right of
first refusal to develop such project with the Company in the event the Company
chooses to develop such project on a joint venture basis.
SCGC
Since the Company and LRGP entered into the joint venture agreement in March
1995, LRGP and its affiliate, Casino America, have been providing capital to
develop the Calcasieu Parish project which opened in July 1995. As of
September 10, 1995, the Company anticipates an additional $24 million will be
spent to complete (i) the permanent terminal facility, and (ii) certain road
improvements and retire project related payables. In addition, SCGC plans to
construct a 300 room hotel at an estimated cost of $15 million. The Company
expects that the additional capital necessary to complete the Calcasieu Parish
project will come from LRGP, Casino America or a financing source arranged by
either of them, and cash flows from operating the Calcasieu Parish project.
However, neither LRGP nor Casino America have a contractual obligation to
provide such capital and no assurance can be given that such parties will
provide the capital necessary to complete the planned improvements.
In June 1994 SCGC completed a private placement of a $28 million Senior Secured
Increasing Rate Note (the "Senior Note") to an institutional investor. SCGC
repaid $6.5 million of the Senior Note in October 1994. The balance of the
Senior Note was repaid in August 1995 from a portion of the proceeds from the
issuance of $38.4 million of Senior Secured Increasing Rate Notes (the "New
Notes") issued jointly by SCGC and LRGP (collectively, the "Issuers") to the
same institutional investor. The New Notes initially become due on July 27,
1996, but can be extended up to an additional twelve months at the option of
the Issuers provided no event of default has occurred and is continuing, carry
a 12% coupon increasing 25 basis points each quarter until maturity, and
provide for contingent interest beginning in May 1996 equal to 7.5% of the
Issuers' consolidated cash flow, as defined. The New Notes are collateralized
by substantially all the assets of the Issuers and the agreement governing the
New Notes contains covenants relating to certain business, operational and
financial matters including limitations on (i) incurring additional debt, (ii)
paying dividends, (iii) merging or consolidating with others, (iv) changes in
control, (v) capital expenditures, (vi) investments and joint ventures, and
(vii) the sale of assets, and financial covenants pertaining to (i) minimum
cash flow, (ii) minimum fixed charge ratio, (iii) maximum leverage ratio, and
(iv) minimum net worth. The Company anticipates that SCGC will fail to meet
certain financial covenants of the agreement governing the New Notes which, if
not amended or waived, would result in an event of default. The Issuers are
currently having discussions with the holder of the New Notes regarding the
anticipated event of default. While no assurance can be given that a
satisfactory waiver or amendment will be forthcoming, the Company expects the
Issuers will obtain such waiver or amendment to cure the anticipated event of
default. The New Notes are not guaranteed by the Company or any of its
consolidated subsidiaries.
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CROWN CASINO CORPORATION
FORM 10-Q
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
On September 21, 1994, an action was filed against the Company and SCGC in the
24th Judicial District Court for the Parish of Jefferson, Louisiana by Avondale
Industries, Inc. ("Avondale"). In this action, Avondale alleges that the
Company was contractually obligated to Avondale for the construction of SCGC's
riverboat vessel based upon a letter of intent (allegedly reaffirming a
previous agreement entered into between Avondale and SCGC). Avondale alleges
that the Company breached a duty to negotiate in good faith toward the
execution of a definitive Vessel Construction Contract. Alternatively,
Avondale alleges that a separate oral contract for the construction of the
vessel existed and that the Company committed unspecified unfair trade
practices and misrepresentations. Avondale seeks unspecified damages including
"all lost profits and lost overhead" and attorneys fees. The Company intends
to vigorously contest liability in this matter.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
4.4.1 Note Purchase Agreement, dated as of July 20, 1995, by and among Louisiana Riverboat Gaming
Partnership ("LRGP"), St. Charles Gaming Company, Inc. ("SCGC", collectively with LRGP, the
"Issuers"), Nomura Holding America, Inc. ("Nomura") and First National Bank of Commerce, as
agent for Nomura ("First NBC").
4.4.2 $38,400,000 Senior Secured Increasing Rate Notes issued by LRGP and SCGC to Nomura.
4.4.3 Pledge Agreement, dated as of July 20, 1995, made by Crown in favor of First NBC.
4.4.4 Crown Subordination Agreement, dated as of July 20, 1995, among Crown, LRGP, Nomura and First
NBC.
4.4.5 Security Agreement, dated as of July 20, 1995, made by the Issuers in favor of First NBC.
10.18 Lease (North tract) dated July 17, 1995 by and between Port Resources, Inc. and CRU, Inc.
(collectively, "Landlord"), SCGC and Crown.
10.18.1 Amendment to Lease (North tract) dated July 17, 1995 by and between Landlord, SCGC, Crown and
LRGP.
10.18.2 Second Amendment to Lease (North tract) dated July 25, 1995 by and between Landlord, SCGC,
Crown and LRGP.
27 Financial Data Schedule
(b) Reports on Form 8-K:
Report on Form 8-K dated June 9, 1995 (event date) in
connection with the sale of a 50% interest in St. Charles
Gaming Company, Inc.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CROWN CASINO CORPORATION
By: \s\ Mark D. Slusser
-------------------------------
Mark D. Slusser
Vice President Finance, Chief
Financial Officer and Secretary
(Principal Financial and Accounting
Officer)
Dated: September 15, 1995
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
------- ----------- ------------
4.4.1 Note Purchase Agreement, dated as of July 20, 1995, by and among Louisiana Riverboat Gaming
Partnership ("LRGP"), St. Charles Gaming Company, Inc. ("SCGC", collectively with LRGP, the
"Issuers"), Nomura Holding America, Inc. ("Nomura") and First National Bank of Commerce, as
agent for Nomura ("First NBC").
4.4.2 $38,400,000 Senior Secured Increasing Rate Notes issued by LRGP and SCGC to Nomura.
4.4.3 Pledge Agreement, dated as of July 20, 1995, made by Crown in favor of First NBC.
4.4.4 Crown Subordination Agreement, dated as of July 20, 1995, among Crown, LRGP, Nomura and First
NBC.
4.4.5 Security Agreement, dated as of July 20, 1995, made by the Issuers in favor of First NBC.
10.18 Lease (North tract) dated July 17, 1995 by and between Port Resources, Inc. and CRU, Inc.
(collectively, "Landlord"), SCGC and Crown.
10.18.1 Amendment to Lease (North tract) dated July 17, 1995 by and between Landlord, SCGC, Crown and
LRGP.
10.18.2 Second Amendment to Lease (North tract) dated July 25, 1995 by and between Landlord, SCGC,
Crown and LRGP.
27 Financial Data Schedule