-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fBZKM06rVasrHb+6BcrZS4E3Kx+zHF8rhDWNBLjnX06THrAQNgw9sgt6esxlZeyG CXsLG/kh1l9YwUdoXEXWbw== 0000950144-95-001900.txt : 199507070000950144-95-001900.hdr.sgml : 19950707 ACCESSION NUMBER: 0000950144-95-001900 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950706 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CASINO CORP CENTRAL INDEX KEY: 0000799850 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 630851141 STATE OF INCORPORATION: TX FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-79484 FILM NUMBER: 95552308 BUSINESS ADDRESS: STREET 1: 2415 W NORTHWEST HWY STE 103 CITY: DALLAS STATE: TX ZIP: 75220 BUSINESS PHONE: 2143527561 MAIL ADDRESS: STREET 1: 2415 W NORTHWEST HWY STREET 2: SUITE 103 CITY: DALLAS STATE: TX ZIP: 75220 FORMER COMPANY: FORMER CONFORMED NAME: SKYLINK AMERICA INC DATE OF NAME CHANGE: 19920703 424B3 1 CROWN CASINO 424B3 1 Rule 424(B)(3) Registration No. 33-79484 CROWN CASINO [LOGO] CORPORATION SUPPLEMENT NO. 3 TO PROSPECTUS DATED MARCH 6, 1995 OF CROWN CASINO CORPORATION Public Offering of 10,121,869 Shares of Common Stock Form 8-K of Crown Casino Corporation filed with the Securities and Exchange Commission on June 26, 1995 reporting the sale of a 50% interest in the Company's St. Charles Gaming Company, Inc. subsidiary to Louisiana Riverboat Gaming Partnership, as well as certain other matters. The date of this Prospectus Supplement is July 3, 1995. 2415 W. Northwest Highway - Suite 103 - Dallas, TX 75220 - (214) 352-7561 - FAX (214) 357-1974 2 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) June 9, 1995 -------------------------------- Crown Casino Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 0-14939 63-0851141 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2415 West Northwest Highway, Suite 103, Dallas, Texas 75220-4446 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (214) 352-7561 ------------------------------ Not applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 3 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On June 9, 1995, Crown Casino Corporation (the "Company") closed the sale of a 50% interest in its St. Charles Gaming Company, Inc. subsidiary ("SCGC") to Louisiana Riverboat Gaming Partnership ("LRGP"). LRGP is a joint venture owned 50% by Casino America, Inc. and 50% by Louisiana Downs, Inc., an Edward J. DeBartolo company, and owns the Isle of Capri casino in Bossier City, Louisiana. As a result, the Lake Charles, Louisiana riverboat casino project, whose site has been under construction since March 1995, is now owned equally by the Company and LRGP. The purchase price for 50% of the SCGC stock sold by the Company was $21 million, payable over five years, plus a warrant entitling the Company to purchase up to 416,667 shares of Casino America common stock at an exercise price of $12 per share. The purchase price was negotiated at arms-length by the parties to the Agreement. The casino project is being managed by Casino America and will be the fourth Isle of Capri themed property. The casino is expected to open in the Summer of 1995. ITEM 5. OTHER EVENTS. Also on June 9, 1995, the Company obtained a waiver from its senior lender for the extension of the maturity date of its senior debt, which became due on June 5, 1995. The waiver extends the maturity date of the Company's senior debt to the earlier of (1) the final approval or disapproval by the Louisiana Office of State Police, Riverboat Gaming Division, of the anticipated new $30 million financing between the Company's senior lender and LRGP and SCGC, and (2) July 31, 1995. In connection with the waiver, LRGP has guaranteed the repayment of the Company's existing senior debt. As previously reported, LRGP and SCGC anticipate closing the $30 million financing prior to July 31, 1995. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Proforma Financial Information. The following proforma financial information is included in this report: Introduction to Condensed Consolidated Proforma Financial Statements Proforma Condensed Consolidated Balance Sheet (Unaudited) - January 31, 1995 Proforma Consolidated Statement of Operations for the year ended April 30, 1994 (Unaudited) Proforma Consolidated Statement of Operations for the nine months ended January 31, 1995 (Unaudited) Notes to Proforma Condensed Consolidated Financial Statements (c) Exhibits. The following exhibits are hereby filed with this report: 2.1 - Amended Stock Purchase Agreement dated June 2, 1995 among Crown Casino Corporation, St. Charles Gaming Company, Inc. and Louisiana Riverboat Gaming Partnership. 4.1 - Waiver dated as of May 31, 1995 to Note Purchase Agreement dated as of May 31, 1994, by and among Crown Casino Corporation, St. Charles Gaming Company, Inc., Bank of New York and Nomura Holding America, Inc. -2- 4 10.1 - Security Agreement - Pledge dated June 9, 1995 by and between Louisiana Riverboat Gaming Partnership and Crown Casino Corporation 10.2 - Shareholders Agreement dated June 9, 1995 by and between Crown Casino Corporation and Louisiana Riverboat Gaming Partnership -3- 5 CROWN CASINO CORPORATION PRO-FORMA FINANCIAL INFORMATION SALE OF 50% OF SCGC On June 9, 1995, Crown Casino Corporation ("Crown") closed the sale of a 50% interest in its St. Charles Gaming Company, Inc. subsidiary ("SCGC") to Louisiana Riverboat Gaming Partnership ("LRGP"). LRGP is a joint venture owned 50% by Casino America, Inc. and 50% by Louisiana Downs, Inc., an Edward J. DeBartolo company, and owns the Isle of Capri casino in Bossier City, Louisiana. As a result, the Lake Charles, Louisiana riverboat casino project, whose site has been under construction since March 1995, is now owned equally by Crown and LRGP. The purchase price for 50% of the SCGC stock sold by Crown was $21 million, payable over five years, plus a warrant entitling Crown to purchase up to 416,667 shares of Casino America common stock at an exercise price of $12 per share. The purchase price was negotiated at arms-length by the parties to the Agreement. The casino project is being managed by Casino America and will be the fourth Isle of Capri themed property. The casino is expected to open in the Summer of 1995. Also on June 9, 1995, SCGC obtained a waiver from its senior lender for the extension of the maturity date of its senior debt, which became due on June 5, 1995. The waiver extends the maturity date of SCGC's senior debt to the earlier of (1) the final approval or disapproval by the Louisiana Office of State Police, Riverboat Gaming Division, of the anticipated new $30 million financing between SCGC's senior lender and LRGP and SCGC, and (2) July 31, 1995. In connection with the waiver, LRGP has guaranteed the repayment of SCGC's existing senior debt. LRGP and SCGC anticipate closing the $30 million financing prior to July 31, 1995. SCGC was acquired by Crown on June 25, 1993. The financial results of SCGC prior to it being acquired by Crown are not significant and have not been reflected in the following Pro-Forma Statement of Operations for the year ended April 30, 1994. ACQUISITION OF GEMS On December 13, 1993 Crown acquired 100% of the outstanding common stock of Gaming Entertainment Management Services, Inc. ("GEMS"), a Nevada corporation which was organized on September 22, 1992 for the purpose of developing a hotel and casino project in Las Vegas, Nevada known as the Desert Winds Hotel and Casino. GEMS via contract had the right to purchase an 18.6 acre parcel of land in Las Vegas located on the southeast corner of Flamingo and Arville across the street from the Gold Coast Hotel and Casino. The option was exercised and the land was purchased in June 1994. GEMS has no operations other than its development of the Desert Winds project. In connection with the transaction the Company issued 850,000 shares of restricted common stock to the GEMS shareholders and issued 35,000 shares of restricted common stock to a company as a finder's fee. PRO-FORMA FINANCIAL STATEMENTS The following pro-forma consolidated balance sheet of Crown as of January 31, 1995 gives effect to the sale of 50% of Crown's interest in SCGC as if the sale was consummated on January 31, 1995. The GEMS acquisition has already been reflected in the historical consolidated balance sheet of Crown at such date. 6 The following pro-forma consolidated statements of operations of Crown for the nine months ended January 31, 1995 and for the year ended April 30, 1994 give effect to the sale of a 50% interest in SCGC by Crown as if such sale had occurred on May 1, 1993. The pro-forma consolidated statement of operations for the year ended April 30, 1994 also gives effect to the acquisition of GEMS under the purchase method of accounting as if it had occurred on May 1, 1993. The pro-forma information is based on the historical financial statements of Crown, SCGC and GEMS giving effect to the transactions described above and the adjustments as described in the accompanying notes to the pro-forma condensed consolidated financial statements and may not be indicative of the results that actually would have occurred had the sale or acquisition taken place on the date indicated or the results which may be obtained in the future. 7 CROWN CASINO CORPORATION PRO-FORMA CONDENSED CONSOLIDATED BALANCE SHEET UNAUDITED JANUARY 31, 1995 (IN THOUSANDS)
Historical Deconsolidate Record Sale Pro-Forma Consolidated SCGC and Record of 50% Interest Condensed Crown on Equity Method in SCGC Consolidated ------------- ---------------- -------------- ------------ Current assets: Cash and cash equivalents $ 903 $ (85) $ 900 $ 1,718 Receivables, net 156 156 Prepaid expenses 1,083 (1,003) 80 ------- -------- -------- ------- Total current assets 2,142 (1,088) 900 1,954 Property and equipment: Land held for development 16,560 16,560 Land deposit and site costs 57 (5) 52 Riverboat 14,906 (14,906) Barges and improvements 350 (350) Furniture, fixtures and equipment 8,803 (7,540) 1,263 ------- -------- ------- 40,676 (22,801) 17,875 Less accumulated depreciation (186) 11 (175) ------- -------- ------- 40,490 (22,790) 17,700 Other assets: Debt issuance costs, net 1,050 (1,050) Non-compete agreement, net 342 (342) License costs 9,125 (9,125) Investment in SCGC 6,727 (3,364) 3,363 LRGP note receivable 20,000 20,000 ------- -------- -------- ------- $53,149 $(27,668) $ 17,536 $43,017 ======= ======== ======== ======= Current liabilities: Accounts payable $ 591 $ (79) $ 512 Accrued liabilities 1,034 (918) (100) 16 Capital lease obligations 2,704 (2,700) 4 Note payable, net of discount 21,513 (21,513) ------- -------- -------- ------- Total current liabilities 25,842 (25,210) (100) 532 Capital lease obligations, less current portion 2,466 (2,458) 8 Deferred gain on sale 17,636 17,636 Stockholders' equity 24,841 24,841 ------- -------- -------- ------- $53,149 $(27,668) $ 17,536 $43,017 ======= ======== ======== =======
See accompanying Notes to Pro-Forma Condensed Consolidated Financial Statements. 8 CROWN CASINO CORPORATION PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED JANUARY 31, 1995 UNAUDITED (IN THOUSANDS, EXCEPT PER SHARE DATA)
Deconsolidate SCGC Historical and Record on Pro-Forma Crown Equity Method Adjustments Consolidated ---------- ------------------ ------------- ------------ Revenues $ - $ - $ - Costs and expenses: General and administrative 1,398 1,398 Gaming pre-opening and development 5,121 (4,668) 453 Depreciation and amortization 186 (83) 103 St. Charles Parish site abandonment 3,131 (3,131) --------- ---------- --------- --------- 9,836 (7,882) 1,954 --------- ---------- --------- --------- Net interest (income) expense: Interest expense 4,800 (4,784) 16 Interest income (173) $ (1,725)(a) (1,898) --------- ---------- --------- --------- 4,627 (4,784) (1,725) (1,882) --------- ---------- --------- --------- Equity in (income) loss of SCGC 9,700 (700)(c) 9,000 --------- ---------- --------- --------- Loss before income taxes (14,463) 2,966 2,425 (9,072) Provision (benefit) for income taxes (4,402) 2,966 673 (d) (763) --------- ---------- --------- --------- Net loss $ (10,061) $ - $ 1,752 $ (8,309) ========= ========== ========= ========= Loss per share $ (1.03) $ (.85) ========= ========= Weighted average shares outstanding 9,799 9,799 ========= =========
See accompanying Notes to Pro-Forma Condensed Consolidated Financial Statements. 9 CROWN CASINO CORPORATION PRO-FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 1994 UNAUDITED (IN THOUSANDS, EXCEPT PER SHARE DATA)
Deconsolidate SCGC GEMS Historical and Record on May 1, 1993 to Pro-Forma Crown Equity Method December 12, 1993 Adjustments Consolidated ---------- ------------------ ----------------- ------------- ------------ Revenues $ - $ - $ - $ - Costs and expenses: General and administrative 1,425 594 2,019 Gaming pre-opening and development 981 (943) 38 Depreciation and amortization 371 (334) 37 --------- ---------- --------- -------- -------- 2,777 (1,277) 594 2,094 --------- ---------- --------- -------- -------- Net interest (income) expense: Interest expense 578 11 589 Interest income (197) $ (2,300)(a) (2,497) --------- ---------- --------- -------- -------- 381 11 (2,300) (1,908) --------- ---------- --------- -------- -------- Equity in loss of SCGC 843 2,440 (b) 3,283 --------- ---------- --------- -------- -------- Loss from continuing operations before income taxes (3,158) 434 (605) (140) (3,469) Provision (benefit) for income taxes (1,106) --------- 434 897 (d) 225 ---------- --------- -------- -------- Loss from continuing operations (2,052) (605) (1,037) (3,694) Discontinued operations (177) (177) --------- ---------- --------- -------- -------- Net loss $ (2,229) $ - $ (605) $ (1,037) $ (3,871) ========= ========== ========= ======== ======== Loss per share: From continuing operations $ (.34) $ (.55) From discontinued operations (.03) (.02) --------- -------- $ (.37) $ (.57) ========= ======== Weighted average shares outstanding 5,989 6,778 ========= ========
See accompanying Notes to Pro-Forma Condensed Consolidated Financial Statements. 10 CROWN CASINO CORPORATION NOTES TO PRO-FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSANDS) The sale of a 50% interest in SCGC by Crown causes Crown's remaining 50% interest in SCGC to be accounted for under the equity method of accounting as opposed to consolidating such results. Accordingly, all assets and liabilities, as well as revenues and expenses, of SCGC have been removed from Crown's historical consolidated financial statements. For balance sheet purposes, Crown's remaining 50% interest in SCGC is reflected in the "Investment in SCGC" account. Similarly, Crown's 50% interest in the operations of SCGC have been reflected in the "Equity in loss of SCGC" account in the accompanying Pro-Forma Consolidated Statements of Operations. However, as noted below, since the realization of the gain on the sale of the 50% interest in SCGC is not as yet reasonably assured, all of SCGC's loss (ie. not just Crown's 50%) is recognized in the "Equity in loss of SCGC" account in the accompanying Pro-Forma Consolidated Statements of Operations. The calculation of Crown's (i) deferred gain on the sale of the 50% interest in SCGC, and (ii) remaining basis in its 50% interest in SCGC, is as follows: Consideration for sale of 50% interest in SCGC $ 21,000 Crown's basis in SCGC: Equity in SCGC $ 5,718 Conversion of SCGC debt to equity 1,009 ------- 6,727 Percentage sold x 50% ------- Basis sold 3,364 -------- Deferred gain $ 17,636 ========
The gain on the sale of the 50% interest in SCGC has been deferred until such time as its realization is reasonably assured. Realization of such gain is dependent on collection of the LRGP Note which in turn is principally dependent on future operating profits, which have not as yet been assured. The principal payments on the LRGP Note prior to maturity are limited to the amount of distributions received by LRGP from SCGC's operations, and payment of such Note is not guaranteed by LRGP. Similarly, no gain will be recognized for income tax purposes as Crown will elect to report such gain as an installment sale. NOTE a - To record interest income at 11.5% on the $20,000 LRGP Note received in the sale of the 50% interest in SCGC. b - To record adjustment in equity in loss of SCGC due to the $4,000 buy-out of the Century Casinos, Inc. management agreement, net of an income tax benefit of $1,560. c - To record adjustment in equity in loss of SCGC to reflect a lower interest expense of $1,100 due to the estimated difference in interest rates to be obtained with LRGP's credit assistance (11.5% versus 13%), and a lower level of debt issuance costs and discount and related amortization thereof, net of an income tax benefit of $400. d - To record the impact on income taxes of the adjustment described in Note a above based upon a 39% effective income tax rate. 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 hereunto duly authorized. CROWN CASINO CORPORATION By:/s/ Mark D. Slusser ----------------------------- Mark D. Slusser Vice President Finance Dated: June 21, 1995 -------------------------- -----END PRIVACY-ENHANCED MESSAGE-----