UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of ~~the~~1934

~~Securities~~Date of ~~Exchange~~Report ~~Act~~– ofJune 19, ~~1934~~2005

Date of Report – October 18, 2004

(Date of earliest event reported)

HOLLYWOOD CASINO SHREVEPORT SHREVEPORT CAPITAL CORPORATION

SHREVEPORT CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Louisiana	333-88679	72-1225563
Louisiana	~~333-88679~~	75-2830167
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification
		Number)
5601 Bridge Street, Suite 300, Fort Worth, Texas		76112-2355
(Address of principal executive offices)		(Zip Code)

Area Code (817) 492-7065

(Registrant’s telephone number)

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 (see General Instruction A.2 to Form 8-K):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 24.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))

Item 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership.

~~On October 18, 2004, Hollywood Casino Shreveport~~ (~~“HCS” or the “Company”~~b), Order ~~acting~~Confirming byPlan and through its managing general partner, HCS I, Inc., entered into an Investment Agreement (the “Agreement”) with Eldorado Resorts, LLC (“Eldorado”), Eldorado Shreveport #1, LLC (“Investor 1”) and Eldorado Shreveport #2, LLC (“Investor II”, and together with Investor I, the “Investors”) providing for the acquisition of ~~the~~ reorganized Company by the Investors. The Investors are each an affiliate of Eldorado. The Agreement also contemplates a financial restructuring of the Company that will significantly reduce outstanding secured debt obligations and annual cash interest payments. Copies of the Agreement and the press release announcing the signing of the Agreement are attached as Exhibits 2.1 and 99.1 and are incorporated by reference in their entirety.Reorganization

~~Under~~On ~~the~~June 19, ~~proposed restructuring~~2005, ~~holders~~the United ofStates Bankruptcy Court for the ~~Company’s~~Western ~~existing~~District ~~secured~~of ~~notes~~Louisiana (the “~~Noteholders~~Bankruptcy Court”) ~~are~~approved toa ~~receive~~settlement ~~$140~~agreement ~~million~~announced ofin ~~new~~open ~~first~~court ~~mortgage~~for ~~notes~~the confirmation (of the Joint Plan of Hollywood Casino Shreveport (“~~New Notes~~HCS”),; HCS I, Inc. and ~~interest~~HCS inII, Inc., athe ~~corporation~~general ~~that~~partners ~~will~~of ~~hold~~Hollywood aCasino ~~$20~~Shreveport; HWCC-Louisiana, Inc., ~~million~~the ~~preferred~~parent company of both HCS I, Inc. and HCS ~~equity~~II, Inc., ~~interest~~and Shreveport Capital Corporation (collectively, the “~~Preferred Interest~~Debtors”) together ~~and~~with atheir ~~25%~~ non-~~voting~~debtor ~~equity~~affiliate, ~~interest in~~HCS-Golf Course, LLC, and the Bondholders ~~reorganized~~Committee, ~~Company~~as proposed on April 21, 2005 (the “~~Non-Voting~~Joint ~~Interest~~Plan”), and ~~cash~~as inmodified anbased ~~amount to~~on bethe ~~determined~~announced settlement. On September 10, in2004, ~~exchange~~certain ~~for~~creditors ~~existing~~of ~~secured~~HCS ~~notes~~filed inan involuntary ~~the~~petition ~~principal~~against ~~face amount~~HCS for relief under Chapter 11 of ~~$189~~the ~~million~~United ~~plus~~States ~~accrued~~Bankruptcy ~~interest~~Code. On ~~The~~October 30, ~~Investors~~2004, ~~would~~HCS ~~acquire~~I, Inc., aHCS ~~75%~~II, Inc., ~~voting~~HWCC-Louisiana, Inc. ~~equity~~and ~~interest~~Shreveport inCapital ~~the~~Corporation commenced ~~reorganized~~voluntary ~~Company~~cases (under Chapter 11 in the ~~“Voting~~Bankruptcy ~~Interest”)~~Court.

~~The~~It ~~Company~~is expected that a ~~intends~~written toorder ~~effectuate~~confirming the ~~sale~~Joint ~~and~~Plan ~~related~~(the ~~financial~~“Confirmation ~~restructuring~~Order”) ~~transaction~~will be ~~through~~presented ato ~~Chapter~~the 11Bankruptcy ~~bankruptcy~~Court ~~reorganization. The~~for ~~Agreement~~signing ~~remains~~and ~~subject~~entry toin ~~filing~~the ~~with~~near future. The ~~and~~Confirmation ~~approval~~Order byis in the ~~Bankruptcy~~process ~~Court,~~of ~~Louisiana~~being ~~Gaming~~reviewed ~~Control~~by ~~Board~~all ~~approval~~parties and ~~certain~~will ~~other~~be filed by amendment to this ~~conditions~~Current Report on Form 8-K as soon as practicable.

~~Item~~Summary ~~3.02. Unregistered Sale~~ of ~~Equity Securities.~~Plan

AsOn ~~described~~August 27, in2004, ~~Item 1.01 above~~HCS, asacting ~~part~~by ofand ~~the~~through ~~restructuring~~HCS ofI, Inc., ~~the~~entered ~~Company,~~into ~~the~~an ~~Company~~agreement ~~would~~with ~~issue~~Eldorado ~~the New Notes~~Resorts, toLLC ~~the~~(“Eldorado”) ~~Noteholders~~providing ~~and~~for ~~would~~the ~~issue~~acquisition ~~the~~of ~~Preferred~~HCS ~~Interest~~by ~~and~~certain ~~the~~affiliates ~~Non-Voting~~of ~~Interest~~Eldorado. On toOctober 18, a2004, ~~corporation~~HCS, ~~owned~~acting by and ~~the~~through ~~Noteholders~~HCS ~~and~~I, Inc., ~~would issue~~entered ~~the~~into ~~Voting~~a ~~Interest~~definitive toInvestment Agreement (the ~~Investors. The~~“Agreement”) ~~issuance~~with ~~of the Notes~~Eldorado, ~~the~~Eldorado ~~Preferred~~Shreveport ~~Interest~~#1, ~~the~~LLC ~~Non-Voting~~and ~~Interest~~Eldorado ~~and~~Shreveport ~~the~~#2, ~~Voting~~LLC ~~Interest~~(together ~~would~~with beEldorado ~~made~~Shreveport ~~under~~#1, aLLC, ~~Chapter~~the 11“Investors”) providing ~~plan~~for ~~and~~the ~~would~~acquisition ~~not~~of ~~be registered~~the ~~under~~reorganized ~~the~~HCS ~~Securities~~by ~~Act~~the ofInvestors. The ~~1933,~~Investors asare ~~amended~~each ~~pursuant~~an toaffiliate ~~the~~of ~~exemption~~Eldorado. The ~~provided~~terms ~~under~~of ~~Section~~the ~~1145~~Agreement ofare incorporated in the ~~Bankruptcy~~Joint ~~Code~~Plan.

~~Item~~The Agreement provides for a financial restructuring of HCS that will significantly reduce outstanding secured debt obligations and annual cash interest payments. Under the restructuring, holders of the Shreveport First Mortgage Notes and Senior Secured Notes (collectively, the “Shreveport Notes”) will receive (1) $140 million of new, 10% senior secured notes due 2012, (2) 100% of the common stock of a corporation that will hold a $20 million preferred equity interest which will accrue distributions at an annual rate of 13% and a 25% non-voting equity interest in the reorganized HCS and (3) cash in an amount to be determined, in exchange for the existing secured Shreveport Notes in the principal face amount of $189 million plus accrued interest.03 The ~~Material~~new, ~~Modification~~10% senior secured notes will accrue interest commencing on June 30, 2005. Such interest will be paid semiannually in arrears on each February 1 and August 1, beginning February 1, 2006; provided, however, that up to ~~Rights~~four semiannual interest payments may be paid by the issuance of ~~Security~~additional ~~Holders~~senior secured notes with an aggregate principal amount equal to the interest due. The $20 million preferred equity interest will begin to accrue on June 30, 2005, will be compounded quarterly and is required to be repaid no later than the eighth anniversary of the date on which the Joint Plan becomes effective. The 25% non-voting equity interest in the reorganized HCS has associated put and call options at stated prices which become effective anytime after a full fiscal year of operations where reorganized HCS’s trailing Earnings before Interest, Taxes, Depreciation, Amortization and Management Fees for the four fiscal quarters preceding the put or call date exceeds $30 million.

~~See~~The ~~Item~~Investors 1will acquire a 75% voting equity interest in the reorganized HCS.01 The Agreement, which was extended by amendment to July 31, 2005, remains subject to Louisiana Gaming Control Board (“LGCB”) approval and certain other conditions. A hearing with the LGCB has been scheduled for July 19, 2005.

~~Item~~Under 9the Joint Plan, as modified, unsecured creditors will receive $.0152 ~~Financial~~for ~~Statements~~every dollar they were owed, subject to a maximum of $6.76 million. Black Diamond Capital Management, LLC (“Black Diamond”), a holder of HCS’s notes which sought to file a competing plan, will enter into mutual releases with HCS and ~~Exhibits~~will receive up to $2 million toward its legal fees in addition to amounts owed Black Diamond as a creditor.

~~(c) Exhibits~~Although the Bankruptcy Court approved the settlement on June 19, 2005, the Debtors have yet to consummate the Joint Plan and the Joint Plan is not yet effective. The Joint Plan can not become effective until after the Bankruptcy Court enters the Confirmation Order and the LGCB approves the transaction and the parties involved.

Exhibit No.		Description
2.1*		Investment Agreement dated as of October 18, 2004, by and among Hollywood Casino Shreveport, Eldorado Resorts, LLC, Eldorado Shreveport #1, LLC and Eldorado Shreveport #2, LLC
99.1		Press Release issued October 19, 2004

As of May 31, 2005 HCS had consolidated total assets of approximately $136.9 million and consolidated total liabilities of $195.1 million. The total liability amount does not reflect the accrual of interest on the Shreveport Notes subsequent to the close of business on September 10, 2004.

*9.01 Financial ~~Exhibit~~Statements A and ~~the schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request~~Exhibits.

~~SIGNATURES~~(c) Exhibits - None

~~Pursuant~~It tois expected that the ~~requirements~~Confirmation ofOrder will be presented to the ~~Securities~~Bankruptcy ~~Exchange~~Court ~~Act~~for ofsigning ~~1934,~~and entry ~~each~~in ~~Registrant~~the ~~has~~near ~~duly~~future. The ~~caused~~Confirmation ~~this~~Order ~~report~~is toin bethe ~~signed~~process onof ~~its~~being ~~behalf~~reviewed by ~~the~~all ~~undersigned,~~parties ~~thereunto~~and will ~~duly~~be ~~authorized~~filed by amendment to this Current Report on Form 8-K as soon as practicable.

Dated: October 22, 2004	Hollywood Casino Shreveport
	By:		HCS I, Inc., its Managing General Partner
	By:		/s/ John C. Hull
			John C. Hull
			Chairman of the Board, Chief Executive
			Officer and President
Dated: October 22, 2004	Shreveport Capital Corporation
	By:	/s/ John C. Hull
		John C. Hull
		Chairman of the Board, Chief Executive
		Officer and President

SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit Index

Dated: June 23, 2005		Hollywood Casino Shreveport
	By:	HCS I, Inc., its Managing General Partner

	By:	/s/ Tonya Tarrant
		Tonya Tarrant
		Chief Financial Officer

Dated: June 23, 2005		Shreveport Capital Corporation

	By:	/s/ Tonya Tarrant
		Tonya Tarrant
		Chief Financial Officer

Exhibit No.		Description
2.1*		Investment Agreement dated as of October 18, 2004, by and among Hollywood Casino Shreveport, Eldorado Resorts, LLC, Eldorado Shreveport #1, LLC and Eldorado Shreveport #2, LLC
99.1		Press Release issued October 19, 2004

* Exhibit A and the schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.

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