SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. _____ )
JCC HOLDING COMPANY
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
46611Q403
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(CUSIP Number)
STEPHEN H. BRAMMELL
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
HARRAH'S ENTERTAINMENT, INC.
ONE HARRAH'S COURT
LAS VEGAS, NEVADA 89119
TELEPHONE: (702) 407-6000
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
FEBRUARY 25, 2002
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box: [X]
(Continued on following pages)
(Page 1 of 9 Pages)
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CUSIP NO. 46611Q403 13D PAGE 2 OF 9 PAGES
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1. NAME OF REPORTING PERSON
Harrah's Entertainment, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a) |_|
b) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
6,069,238
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
6,069,238
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,069,238
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49% (See Item 5)
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14. TYPE OF REPORTING PERSON
CO
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CUSIP NO. 46611Q403 13D PAGE 3 OF 9 PAGES
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1. NAME OF REPORTING PERSON
Harrah's Operating Company, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a) |_|
b) |_|
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
6,069,238
NUMBER OF --------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH --------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
6,069,238
--------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,069,238
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49% (See Item 5)
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14. TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to
the common stock, $0.01 par value per share (the "Common Stock"), of JCC Holding
Company, a Delaware corporation ("JCC" or the "Issuer"). The Issuer's principal
executive offices are located at One Canal Place, 365 Canal Street, Suite 900,
New Orleans, Louisiana 70130.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), (f) This Statement is being filed by each of
Harrah's Entertainment, Inc., a Delaware corporation ("HET"), and Harrah's
Operating Company, Inc., a Delaware corporation ("HOC"). HET's principal
business address is One Harrah's Court, Las Vegas, Nevada 89119; and HOC's
principal business address is One Harrah's Court, Las Vegas, Nevada 89119.
HET is a leading consumer marketing company in the gaming
industry and operates casinos in more markets than any other casino company. HOC
is a wholly-owned subsidiary of HET and HET conducts its business through HOC
and HOC's various subsidiaries. HET's principal asset is the stock of HOC, which
holds, directly or indirectly through subsidiaries, substantially all of the
assets of HET's businesses.
The name, citizenship, business address and present principal
occupation of each executive officer and director of HET and HOC is listed on
SCHEDULE A attached hereto.
(d) - (e) During the last five years, neither HET, HOC, nor to
the knowledge of HET or HOC, any person named on SCHEDULE A attached hereto, (i)
has been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Under a Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code as of February 8, 2001 of JCC Holding Company (the "Plan of
Reorganization"), all of the Issuer's then-existing equity and debt securities
were eliminated and new equity and debt securities were issued to certain of the
Issuer's creditors, including HOC. On March 29, 2001 (the "Effective Date"), the
Plan of Reorganization was consummated and JCC issued 12,386,200 shares of
Common Stock to these creditors. On the Effective Date and pursuant to the Plan
of Reorganization, HOC was issued 6,069,238 shares of Common Stock. On May 25,
2001, the Common Stock was registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Act").
Page 4 of 9 Pages
ITEM 4. PURPOSE OF TRANSACTION
On February 25, 2002, HET and HOC sent a letter to the Issuer
in which (i) HET nominated one director to be elected at the Issuer's Annual
Meeting on April 25, 2002 (the "2002 Annual Meeting"), pursuant a nomination
right granted specifically to HET under the Issuer's Second Amended and Restated
Certificate of Incorporation (the "Certificate") and Third Amended and Restated
Bylaws (the "Bylaws") and (b) HOC nominated an additional director, in its
capacity as a stockholder of the Issuer, to be elected at the 2002 Annual
Meeting. The principal reason for HOC's additional nomination to the board of
directors is to increase the number of independent directors and to add a
director with substantial financial literacy. The Issuer's board of directors
currently consists of seven members: three directors nominated by HET, each of
whom is affiliated with HET (the "HET Nominated Directors"), and four directors
nominated by the Creditor's Committee that was established as part of the Plan
of Reorganization (the "Non-HET Nominated Directors"). If both of the directors
nominated by HET and HOC are elected at the 2002 Annual Meeting, the number of
directors affiliated with HET will be three, the number of directors nominated
by the Creditor's Committee will be three and there will be one additional
independent director that, while nominated by HOC, is neither affiliated with
HET nor with the Creditor's Committee. HOC intends to vote all of its shares at
the 2002 Annual Meeting for the election of both of the directors nominated in
the February 25, 2002 letter.
In addition to the foregoing, HET and HOC are engaging in a
strategic review of HOC's position in the Issuer. In connection with that
review, HOC and/or HET may engage in any one or more of the following
activities: (a) purchasing or otherwise acquiring additional securities of the
Issuer in the open market or in privately negotiated transactions; (b) seeking a
business combination or other transaction with the Issuer; (c) effecting any
other transaction or matter that would constitute or result in any of the
transactions, matters or effects enumerated in Item 4 (a) - (j) of Schedule 13D;
or (d) entering discussions with other stockholders and management of the Issuer
regarding any or all of the foregoing. Any actions that HET and/or HOC might
undertake will depend upon their review of numerous factors, including, among
other things, the price levels of the Issuer's common stock; general market and
economic conditions; ongoing evaluation of the Issuer's business, financial
condition, operations and prospects; the relative attractiveness of alternative
business and investment opportunities; and other future developments.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) HOC owns 6,069,238 shares of Common Stock. As the parent
entity of HOC, HET is a beneficial owner of these 6,069,238 shares of Common
Stock. HOC and HET are the beneficial owners of approximately 49% of the
outstanding Common Stock. The calculation of the foregoing percentage and the
percentage set forth in line 13 above is based on 12,386,200 shares of Common
Stock outstanding, which number is shown as outstanding on the Form 10-Q
Quarterly Report filed by JCC with the Securities and Exchange Commission for
the quarter ended September 30, 2001.
(b) Number of shares to which HET and HOC have:
Page 5 of 9 Pages
(i) Sole power to vote or to direct the vote:
6,069,238
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the
disposition of: 6,069,238
(iv) Shared power to dispose or to direct the
disposition of: 0
To the knowledge of HET and HOC, no person listed on SCHEDULE
A hereto has any equity or other ownership interest in JCC.
(c) Neither HET, HOC, nor, to the knowledge of HET and HOC,
any person listed on SCHEDULE A hereto, has effected any transaction in the
Common Stock during the past 60 days.
(d) To the knowledge of HET and HOC, no person other than HET
or HOC, has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock beneficially owned by
HET and HOC.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 4 above summarizes certain portions of the Issuer's
Certificate and Bylaws as they pertain to HET's nomination rights in connection
with the 2002 Annual Meeting. In addition to that nomination right, the
Certificate also provides HET the right to nominate one person for election as a
director at the 2003 Annual Meeting.
Item 3 above summarizes certain portions of the Plan of
Reorganization. HOC received its shares of Common Stock as part of the Plan of
Reorganization. In addition, under the Plan of Reorganization, JCC was obligated
to become a reporting company under the Securities and Exchange Act and to list
its shares on a national securities or exchange or on Nasdaq. The Issuer's
Common Stock was registered under Section 12 of the Act on May 25, 2001.
As part of the Plan of Reorganization, the Issuer also entered
into several agreements with HET and various other parties relating to its
securities. These agreements include (i) the Indenture (the "Indenture")
relating to $124,520,000 aggregate principal amount of notes due 2008 (the
"Notes"), dated as of March 30, 2001, by and among Jazz Casino Company, L.L.C.,
a wholly-owned subsidiary of the Issuer ("Jazz"), as the issuer of the
underlying Notes, and the Issuer, JCC Canal Development, L.L.C. ("JCC Canal"),
JCC Fulton Development, L.L.C. ("JCC Fulton") and JCC Development Company (JCC
Development") together as the guarantors of the Notes, and Wells Fargo Bank
Minnesota, National Association as trustee; (ii) a Registration Rights Agreement
(Senior Notes), dated March 30, 2001, by and among Jazz, JCC, JCC Canal, JCC
Fulton, JCC Development and Bankers Trust Company ("Bankers Trust") and HET;
(iii) a Pledge Agreement, dated March 30, 2001, among JCC, JCC Canal, JCC
Fulton, JCC Development and Jazz, as pledgors, and The Bank of New York, as
Page 6 of 9 Pages
Collateral Agent for HET, HOC, Harrah's New Orleans Management Company ("HNOMC")
and the holders of the Notes, (iv) a Registration Rights Agreement (Common
Stock), dated March 30, 2001, by and among JCC, Bankers Trust and HET and (v) a
Third Amended and Restated Management Agreement, dated March 30, 2001, by and
between Jazz and HNOMC.
The Notes bear interest at LIBOR plus 275 basis points.
Interest is payable on the Notes quarterly, each March 30, June 30, September 30
and December 30 beginning on June 30, 2001. The terms of the Issuer's revolving
credit agreement require the Issuer, when and if permitted by the Indenture, to
make interest payments on the Notes by issuing additional Notes. The Notes are
redeemable by Jazz at a price equal to the principal amount plus accrued and
unpaid interest. HET holds approximately $51.6 million of Notes. In connection
with the issuance of the Notes, Jazz also entered into the Registration Rights
Agreement (Senior Notes). Under this agreement, Jazz agreed to register all or a
portion of the Notes for sale by Bankers Trust or HET, upon the request of
either Bankers Trust or HET. Each of HET and Bankers Trust may make two such
requests. In addition, if the Issuer elects to file a registration statement
with respect to an underwritten public offering of its securities, HET and
Bankers Trust are entitled to include their Notes in such registration process.
Under the Pledge Agreement, each of Jazz, JCC, JCC Canal, JCC
Fulton and JCC Development (collectively, the "Pledgors") have pledged all of
their assets, including all securities of each such entity, as collateral to
secure the obligations of these entities under the Indenture and the Notes
issued pursuant thereto, the Revolving Credit Agreement by and among the
Pledgors and HET, HOC and HNOMC, and the Amended and Restated HET/JCC Agreement,
dated March 30, 2001, among HET, HOC and JCC. Under the Revolving Credit
Agreement, HET, HOC and HNOMC have agreed to provide Jazz with up $35 million of
available credit to meet its working capital needs. Under the HET/JCC Agreement,
HET and HOC have agreed to guaranty for a period of four years the minimum
payment that must be made by Jazz to the Louisiana Gaming Control Board, which
payment is $50 million for the 12-month period ending March 31, 2002 and will be
$60 million each 12-month period thereafter.
Under the Registration Rights Agreement (Common Stock), the
Issuer agreed to register, upon the request of either Bankers Trust or HET,
shares of Common Stock for sale by Bankers Trust and HET. Each of HET and
Bankers Trust may make two such requests. In addition, if the Issuer elects to
file a registration statement with respect to an underwritten public offering of
its securities, HET and Bankers Trust are entitled to include their shares of
Common Stock in such registration process.
Under the Management Agreement, HNOMC, an affiliate of HOC and
HET, received the right to act as manager over the casino owned by the Issuer,
and the right to supervise and direct the Jazz employees regarding the
management and operation of the casino. In exchange for that service, HNOMC
receives quarterly payments from Jazz equal to 30% of the EBITDAM for such
quarter. The initial term of this agreement is 20 years.
Other than as set forth above, to the knowledge of HET and
HOC, there are no contracts, arrangements, understandings, or relationships
among the person named in Item 2 and SCHEDULE A or among those persons and any
other person with respect to any securities of JCC, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint
Page 7 of 9 Pages
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Letter regarding Nomination of Directors, dated
February 25, 2002
Exhibit 2 Second Amended and Restated Certificate of
Incorporation of JCC Holding Company (incorporated
by reference to Exhibit 3.01 of Issuer's Amendment
No. 1 to Form 10-K/A for the Year Ended December
31, 2000)
Exhibit 3 Third Amended and Restated Bylaws of JCC Holding
Company (incorporated by reference to Exhibit 3.02
of Issuer's Amendment No. 1 to Form 10-K/A for the
Year Ended December 31, 2000)
Exhibit 4 Joint Plan of Reorganization under Chapter 11 of
the Bankruptcy Code (incorporated herein by
reference to the Company's Current Report on Form
8-K, as filed on March 29, 2001)
Exhibit 5 Indenture, dated March 30, 2001, by and between
Jazz Casino Company, L.L.C., JCC Holding Company,
JCC Canal Development, L.L.C., JCC Fulton
Development, L.L.C. and JCC Development Company,
and Wells Fargo Bank Minnesota, National
Association (incorporated by reference to Exhibit
4.01 of Issuer's Amendment No. 1 to Form 10-K/A
for the Year Ended December 31, 2000)
Exhibit 6 Registration Rights Agreement (Senior Notes),
dated March 30, 2001, by and among Jazz Casino
Company, L.L.C., JCC Holding Company, JCC Canal
Development, L.L.C., JCC Fulton Development,
L.L.C. and JCC Development Company and Bankers and
HET (incorporated by reference to Exhibit 4.02 of
Issuer's Amendment No. 1 to Form 10-K/A for the
Year Ended December 31, 2000)
Exhibit 7 Pledge Agreement, dated March 30, 2001, by and
among, among Jazz Casino Company, L.L.C., JCC
Holding Company, JCC Canal Development, L.L.C.,
JCC Fulton Development, L.L.C. and JCC Development
Company, as pledgors, and The Bank of New York, as
Collateral Agent for Harrah's Entertainment, Inc.
Harrah's Operating Company, Inc and Harrah's New
Orleans Management Company, and the holders of
senior notes (incorporated by reference to Exhibit
4.07 of the Issuer's Amendment No. 1 to Form
10-K/A for the Year Ended December 31, 2000)
Exhibit 8 Registration Rights Agreement (Common Stock),
dated March 30, 2001, by and among JCC Holding
Company, Bankers and HET
Page 8 of 9 Pages
(incorporated by reference to Exhibit 4.03 of
Issuer's Amendment No. 1 to Form 10-K/A for the
Year Ended December 31, 2000)
Exhibit 9 Third Amended and Restated Management Agreement,
dated March 30, 2001, by and among, Jazz and
Harrah's New Orleans Management Company
(incorporated by reference to Exhibit 10.03 of the
Issuer's Amendment No. 1 to Form 10-K/A for the
Year Ended December 31, 2000)
Page 9 of 9 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: March 6, 2002 HARRAH'S ENTERTAINMENT, INC.
/s/ Stephen H. Brammell
--------------------------------------
By: Stephen H. Brammell
Its: Senior Vice President and General
Counsel
S-1
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: March 6, 2002 HARRAH'S OPERATING COMPANY, INC.
/s/ Stephen H. Brammell
--------------------------------------
By: Stephen H. Brammell
Its: Senior Vice President and General
Counsel
S-2
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF HARRAH'S ENTERTAINMENT, INC.
The name, citizenship, business address, title and present principal
occupation or employment of each of the directors and executive officers of
Harrah's Entertainment, Inc. are set forth below.
NAME* PRINCIPAL OCCUPATION BUSINESS ADDRESS
---------------------------------------- -------------------------------------- --------------------------------------
EXECUTIVE OFFICERS AND DIRECTORS
(WHERE INDICATED)
Philip G. Satre Chairman of the Board and Chief Harrah's Entertainment, Inc.
Executive Officer One Harrah's Court
Las Vegas, Nevada 89119
Gary W. Loveman President, Chief Operating Officer, Harrah's Entertainment, Inc.
and Director One Harrah's Court
Las Vegas, Nevada 89119
Charles L. Atwood Senior Vice President, Chief Harrah's Entertainment, Inc.
Financial Officer and Treasurer One Harrah's Court
Las Vegas, Nevada 89119
John M. Boushy Senior Vice President, Operations Harrah's Entertainment, Inc.
Products & Services and Chief One Harrah's Court
Information Officer Las Vegas, Nevada 89119
Stephen H. Brammell Senior Vice President and General Harrah's Entertainment, Inc.
Counsel One Harrah's Court
Las Vegas, Nevada 89119
Janis L. Jones Senior Vice President, Harrah's Entertainment, Inc.
Communications/Government Relations One Harrah's Court
Las Vegas, Nevada 89119
Richard E. Mirman Senior Vice President, Marketing Harrah's Entertainment, Inc.
One Harrah's Court
Las Vegas, Nevada 89119
Marilyn G. Winn Senior Vice President, Human Harrah's Entertainment, Inc.
Resources One Harrah's Court
Las Vegas, Nevada 89119
DIRECTORS
Ralph Horn Chairman of the Board and Chief 165 Madison Avenue
Executive Officer of First Tennessee Third Floor
National Corporation Memphis, Tennessee 38103
Boake Sells Private investor 11714 Walton Place
Naples, Florida 34110
A-1
James B. Farley Director of the MONY Group 2665 North Ocean Boulevard
Delay Beach, Florida 33483
Robert G. Miller Chairman of the Board and Chief 30 Hunter Lane
Executive Officer of Rite-Aid, Inc. Camp Hill, Pennsylvania 02163
Walter J. Salmon Professor of Retailing, Emeritus at Harvard University
Harvard University Soldiers Field
Boston, Massachusetts 02163
Joe M. Henson Private investor 3625 Island Road
Palm Beach Garden, Florida 33410
R. Brad Martin Chairman of the Board and Chief 1025 Cherry Road
Executive Officer of Saks Memphis, Tennessee 38117
Incorporated
Eddie N. Williams President and Chief Executive 1090 Vermont Ave., NW
Officer of the Joint Center for Suite 1100
Political and Economical Studies in Washington, D.C. 20005
Washington, D.C.
Gary G. Michael Private investor 2010 Silvercreek Lane
Boise, Idaho 83706
Barbara T. Alexander Senior Advisor, UBS Warburg 299 Park Avenue
36th Floor
New York, New York 10171
* Each person listed is a citizen of the United States.
A-2
DIRECTORS AND EXECUTIVE OFFICERS OF
HARRAH'S OPERATING COMPANY, INC.
The name, citizenship, business address, title and present principal
occupation or employment of each of the directors and executive officers of
Harrah's Operating Company, Inc. are set forth below.
NAME PRINCIPAL OCCUPATION BUSINESS ADDRESS
---------------------------------------- -------------------------------------- --------------------------------------
EXECUTIVE OFFICERS AND DIRECTORS (AS
INDICATED)
Philip G. Satre Chairman of the Board and Chief Harrah's Entertainment, Inc.
Executive Officer One Harrah's Court
Las Vegas, Nevada 89119
Gary W. Loveman President, Chief Operating Officer, Harrah's Entertainment, Inc.
and Director One Harrah's Court
Las Vegas, Nevada 89119
Charles L. Atwood Senior Vice President, Chief Harrah's Entertainment, Inc.
Financial Officer, Treasurer and One Harrah's Court
Director Las Vegas, Nevada 89119
John M. Boushy Senior Vice President, Operations Harrah's Entertainment, Inc.
Products & Services and Chief One Harrah's Court
Information Officer Las Vegas, Nevada 89119
Stephen H. Brammell Senior Vice President and General Harrah's Entertainment, Inc.
Counsel One Harrah's Court
Las Vegas, Nevada 89119
Janis L. Jones Senior Vice President, Harrah's Entertainment, Inc.
Communciations/Government Relations One Harrah's Court
Las Vegas, Nevada 89119
Richard E. Mirman Senior Vice President, Marketing Harrah's Entertainment, Inc.
One Harrah's Court
Las Vegas, Nevada 89119
Marilyn G. Winn Senior Vice President, Human Harrah's Entertainment, Inc.
Resources One Harrah's Court
Las Vegas, Nevada 89119
* Each person listed is a citizen of the United States.
A-3