UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________
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. 2)
Isle
Of Capri Casinos, Inc.
|
(Name
of Issuer)
|
|
Common
Stock, $0.01 par value
|
(Title
of Class of Securities)
|
|
464592104
|
(CUSIP
Number)
|
Jason
Ader
Hayground
Cove Asset Management LLC
1370
6th Avenue
New
York, New York 10019
(212)
445-7800
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and
Communications)
|
|
June
29, 2007
|
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o
SCHEDULE
13D
CUSIP
No. 464592104
|
|
Page 2
of
8 Pages
|
1
|
NAME
OF REPORTING PERSONS
Jason
Ader
(S.S.
or I.R.S. Identification No. not applicable)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
285,550
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
285,550
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,550
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.82%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
SCHEDULE
13D
CUSIP
No. 464592104
|
|
Page 3
of 8
Pages
|
1
|
NAME
OF REPORTING PERSONS
Hayground
Cove Asset Management LLC
(S.S.
or I.R.S. Identification No. not applicable)
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
285,550
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
285,550
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,550
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.82%
|
14
|
TYPE
OF REPORTING PERSON
HC
|
SCHEDULE
13D
CUSIP
No. 464592104
|
|
Page 4 of
8 Pages
|
1
|
NAME
OF REPORTING PERSONS
Hayground
Cove Fund Management LLC
(S.S.
or I.R.S. Identification No. not applicable) EIN:
81-0587515
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
WC
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
o
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
None
|
8
|
SHARED
VOTING POWER
285,550
|
9
|
SOLE
DISPOSITIVE POWER
None
|
10
|
SHARED
DISPOSITIVE POWER
285,550
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,550
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.82%
|
14
|
TYPE
OF REPORTING PERSON
HC
|
Item
1. Security
and Issuer.
This
statement on Schedule 13D (this “Statement”) relates to the common stock, $0.01
par value (“Common Stock”) of Isle of Capri Casinos, Inc., a Delaware
corporation (the “Issuer”). The principal executive office of the Issuer is 600
Emerson Road, Suite 300, Saint Louis, Missouri 63141.
Item
2. Identity
and Background.
(a),
(b)
and (c) This Statement is being filed by (i) Jason Ader, an individual; (ii)
Hayground Cove Asset Management LLC, a Delaware limited liability company
(“HCAM”); and (iii) Hayground Cove Fund Management LLC, a Delaware limited
liability company (“HCFM” and, together with Jason Ader and HCAM, the “Reporting
Persons”). Mr. Ader is the sole member of HCAM, which in turn is the
managing member of HCFM. In addition, HCFM serves as general partner of (i)
certain Delaware limited partnership funds and (ii) Hayground Cove Associates
LP, a Delaware limited partnership (“HCA”), an investment manager that provides
investment and advisory services to certain offshore entities and individually
managed accounts (the limited partnership funds, offshore entities and managed
accounts collectively, the “Client Funds”). None of HCA or the Client Funds is
deemed to be a reporting person.
The
principal business of each of the Reporting Persons is providing investment
management and advisory services to the Client Funds.
The
principal business address and principal office address of each of the Reporting
Persons is 1370 6th
Avenue,
New York, New York 10019.
(d)
and
(e) During the past five years, none of the Reporting Persons has been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
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.
(f)
Mr.
Ader is a United States citizen.
Item
3. Source
and Amount of Funds or Other Consideration.
Not
applicable.
Item
4. Purpose
of Transaction.
On
June
29, 2007, the Client Funds disposed of their holdings of Common Stock, except
for 285,550 shares.
Item
5. Interest
in Securities of the Issuer.
(a) In
the
aggregate, the Reporting Persons are the indirect beneficial owners of 285,550
shares of Common Stock, or approximately 0.82% of outstanding shares of Common
Stock of the Issuer, based upon 34,682,530 shares of Common Stock outstanding
as
of April 16, 2007, as reported by the Issuer in its Quarterly Report on Form
10-Q for the quarter ended January 28, 2007.
By
virtue
of the relationships described in Item 2 of this Statement, each of the
Reporting Persons may be deemed to share indirect beneficial ownership of all
of
the shares of Common Stock directly beneficially owned by the Client Funds.
Specifically, HCFM is general partner of HCA, which in turn serves as investment
manager to an individually managed account over which HCA exercises the power
to
vote (or to direct the vote) and to dispose (or to direct the disposition of)
285,550 shares (or 0.82% of outstanding shares) of Common Stock.
(b) Each
of
the Reporting Persons has the power to vote and to dispose of shares of Common
Stock as follows:
(i) |
Sole
power to vote or to direct the vote:
-0-
|
(ii) |
Shared
power to vote or to direct the vote:
285,550
|
(iii) |
Sole
power to dispose or to direct the disposition of:
-0-
|
(iv) |
Shared
power to dispose or to direct the disposition of:
285,550
|
(c) Not
applicable.
(d) Except
as
stated elsewhere in this Item 5, no other person has the right to receive or
the
power to direct the receipt of dividends from, or the proceeds from the sale
of,
the shares of Common Stock indirectly owned by the Reporting Persons.
(e) On
June
29, 2007, each of the Reporting Persons ceased to the beneficial owner of more
than five percent of the outstanding shares of Common Stock of the
Issuer.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
Other
than as described in Items 2 and 5 of this Statement, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer, including but not limited to transfer
or voting of any of the securities, finder’s fees, joint 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
A
Joint
Filing Agreement Among the Reporting Persons.
SIGNATURE
After
reasonable inquiry and to the best of the undersigned’s knowledge and belief,
the undersigned certify that the information set forth in this Statement is
true, complete and correct.
Dated:
July 3, 2007
|
|
|
|
By: |
/s/ Jason
Ader |
|
Jason
Ader |
|
|
|
|
HAYGROUND
COVE ASSET MANAGEMENT LLC |
|
|
|
|
By: |
/s/ Jason
Ader |
|
Jason
Ader |
|
Sole
Member |
|
|
|
|
HAYGROUND
COVE FUND MANAGEMENT LLC |
|
|
|
|
By: |
Hayground
Cove
Asset Management LLC, its Managing Member |
|
|
|
By:/s/
Jason Ader |
|
Jason Ader
|
|
Sole
Member
|
EXHIBIT
A
FILING
AGREEMENT
BETWEEN
JASON ADER,
HAYGROUND
COVE ASSET MANAGEMENT LLC
AND
HAYGROUND COVE FUND MANAGEMENT LLC
The
undersigned hereby agree that the Schedule 13D with respect to the Common Stock,
$0.01 par value, of Isle of Capri Casinos, Inc., dated of even date herewith
is
and shall be filed on behalf of each of us pursuant to and in accordance with
the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as
amended.
Dated:
July 3, 2007
|
|
|
|
By: |
/s/ Jason
Ader |
|
Jason
Ader |
|
|
|
|
|
|
HAYGROUND
COVE ASSET MANAGEMENT LLC |
|
|
|
|
By: |
/s/ Jason
Ader |
|
Jason
Ader |
|
Sole Member |
|
|
|
|
HAYGROUND
COVE FUND MANAGEMENT LLC |
|
|
|
|
By: |
Hayground
Cove
Asset Management LLC, its Managing Member |
|
|
|
By:
/s/
Jason Ader |
|
Jason
Ader
|
|
Sole
Member
|