8-K 1 pres8k.txt ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) April 15, 2005 PRESIDENT CASINOS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-20840 51-0341200 (State of Incorporation) (Commission File No.) (IRS Employer Identification No.) 802 North First Street, St. Louis, Missouri 63102 (Address of principal executive officer) (Zip Code) Registrant=s telephone number including area code: (314) 622-3000 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)) ============================================================================== 2 Item 2.01 Completion of Acquisition or Disposition of Assets On April 15, 2005, President Casinos, Inc., a Delaware corporation (the ACompany@) announced that it had consummated the sale of substantially all of the assets utilized in its Biloxi, Mississippi operations to Broadwater Development, LLP (the APurchaser@). The sale was consummated pursuant to the terms and conditions of a Sale and Purchase Agreement, dated as of November 15, 2004, by and between The President Riverboat Casino-Mississippi (APresident Mississippi@), Vegas Vegas, Inc. (AVVI@), President Broadwater Hotel, LLC (APBLLC,@ and collectively with President Mississippi and VVI, the ASellers@) and Purchaser, as amended by that certain Amendment to Sale and Purchase Agreement dated as of November 19, 2004, and that certain Amendment to Sale and Purchase Agreement dated as of November 29, 2004 (collectively, the ASale Agreement@). Pursuant to the Sale Agreement, the Purchaser acquired from the Sellers substantially all of the real and personal property associated with the Company=s Biloxi, Mississippi operations. Under the terms of the Sale Agreement, the purchase price for the was approximately $82.0 million, subject to certain post-closing adjustments. Approximately $6.8 million of the purchase price was paid by Silver Slipper Casino Venture LLC, which acquired the right to purchase the gaming casino assets under a separate transaction with the Purchaser. The consideration payable pursuant to the Sale Agreement was determined through arm=s length negotiations between the parties to the Sale Agreement. J. Edward Connelly and Associates, Inc., an entity controlled by John E. Connelly, the Company's Chairman and Chief Executive Officer, holds a Class B membership interest in PBLLC. Item 9.01. Financial Statements and Exhibits (a) Not applicable. (b) Pro Forma Financial Information. 1 3 PRESIDENT CASINOS, INC. (DEBTORS-IN-POSSESSION) UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED BALANCE SHEET As of November 30, 2004 (in thousands)

See accompanying notes to unaudited pro forma condensed and consolidated financial statements. 2 PAGE> 4 (a) The President Casinos, Inc. column represents the Company=s historical condensed and consolidated statement of financial position as of November 30, 2004, which includes the historical financial position of the Company=s Biloxi casino and hotel operations as of the date thereof. (b) The casino and hotel columns represent the disposition of the Biloxi casino and hotel operations, respectively, on April 15, 2005 to Broadwater Development, LLP (the APurchaser@). The assets disposed of primarily consist of property, plant and equipment. These columns also reflect the receipt of the aggregate consideration from the sale which was $82.0 million in cash. Approximately $6.8 million of the purchase price was paid by Silver Slipper Casino Venture LLC, which acquired the right to purchase the gaming casino assets under a separate transaction with the Purchaser. The net gain on the disposition of the Biloxi operations was approximately $33.9 million. Included in these adjustments are transaction costs which are primarily comprised of financial advisor fees, approximating $1.0 million. VEGAS VEGAS, Inc. is included in the hotel column. (c) Represents cash proceeds from the disposition for repayment of principal and interest on the indebtedness of the hotel. (d) Represents payment of commissions for the sale. (e) Represents the exchange of certain casino and hotel operations= prepaid expenses, other assets and accrued expenses for cash from the Purchaser at cost and therefore, did not impact the net gain recognized associated with this disposition. Such amounts are in addition to the sale of property, plant and equipment discussed in note (b) above. (f) Represents reclassification of the hotel=s cash which was restricted under the indebtedness agreement discussed in (c). (g) Represents purchase of short-term investments restricted for the future payment of the Company=s liabilities. 3 5 PRESIDENT CASINOS, INC. (DEBTORS-IN-POSSESSION) UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED STATEMENT OF OPERATIONS For the Nine-Month Period ended November 30, 2004 (in thousands, except per share data)

See accompanying notes to unaudited pro forma condensed and consolidated financial statements. 4 6 (a) The President Casinos, Inc. column represents the Company=s historical consolidated statement of operations for the year ended February 29, 2004, which includes the historical financial position of the Company=s Biloxi casino and hotel operations for the period indicated. (b) The Casino and Hotel columns represent the elimination of the Biloxi casino and hotel operations, respectively. VEGAS VEGAS, Inc. is included in the hotel operations. (c) Represents the elimination of the minority interest expense associated with the Class B Unit in which the Chairman of the Company has preferred rights to certain cash flows. (d) Includes a net gain recorded on the disposition of the Biloxi casino, hotel and development operations of $34.1 million and a gain on retirement of debt of $3.6 million. (e) The weighted average shares outstanding do not give effect to any stock options on the Company=s common stock because, due to the average market price of the Company=s common stock being below the exercise price of the options during the period, the inclusion of such shares as common stock equivalents would be anti-dilutive. 5 7 PRESIDENT CASINOS, INC. (DEBTORS-IN-POSSESSION) UNAUDITED PRO FORMA CONDENSED AND CONSOLIDATED STATEMENT OF OPERATIONS For the Year ended February 29, 2004 (in thousands, except per share data)

See accompanying notes to unaudited pro forma condensed and consolidated financial statements. 6 8 (a) The President Casinos, Inc. column represents the Company=s historical consolidated statement of operations for the year ended February 29, 2004, which includes the historical financial position of the Company=s Biloxi casino and hotel operations for the period indicated. (b) The Casino and Hotel columns represent the elimination of the Biloxi casino and hotel operations, respectively. VEGAS VEGAS, Inc. is included in the hotel operations. (c) Represents the elimination of the minority interest expense associated with the Class B Unit in which the Chairman of the Company has preferred rights to certain cash flows. (d) Includes a net gain recorded on the disposition of the Biloxi casino, hotel and development operations of $32.2 million, a gain of retirement of debt of $4.7 million and elimination of certain intercompany transactions of $0.7 million. (e) The weighted average shares outstanding do not give effect to any stock options on the Company=s common stock because, due to the average market price of the Company=s common stock being below the exercise price of the options during the period, the inclusion of such shares as common stock equivalents would be anti-dilutive. Item 9.01. Financial Statements and Exhibits (Continued) (c) Exhibits See Exhibit Index. 7 9 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 thereunto duly authorized. Dated: April 21, 2005 PRESIDENT CASINOS, INC. By: /s/ Ralph J. Vaclavik ------------------------------------------- Ralph J. Vaclavik, Senior Vice President and Chief Financial Officer 8 10 EXHIBIT INDEX Exhibit Number Description 2.1 Sale and Purchase Agreement, dated as of November 15, 2004, by and among The President Riverboat Casino-Mississippi, Vegas Vegas, Inc., President Broadwater Hotel, LLC and Broadwater Properties, LLC, filed as Exhibit 2.1 to Current Report on Form 8-K dated November 15, 2004 is incorporated herein by reference. 2.2 Amendment to Sale and Purchase Agreement, dated as of November 29, 2004, filed as Exhibit 2.1 to Current Report on Form 8-K dated November 29, 2004 is incorporated herein by reference. 99.1 Press Release dated April 15, 2005.

PRESIDENT CASINOS INC 8-K