Form 11-K - December 31, 2004
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
11-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2004
or
[
] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For
the
transition period from ____________ to ____________.
Commission
file number: 000-20538
A.
Full
title of the plan and the address of the plan, if different from that of
the
issuer
named below:
ISLE
OF CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
B.
Name
of issuer of the securities held pursuant to the plan and the
address
of
its
principal executive office:
ISLE
OF CAPRI CASINOS, INC.
1641
Popps Ferry Road
Biloxi,
MS 39532
ISLE
OF CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
Table
Of Contents
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Page
No.
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Item
4.
Financial Statements
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3
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Annex
A Contents
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4
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Report
of Independent Registered Public Accounting Firm
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5
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Statements
of
Net Assets Available for Benefits for the Years
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Ended
December 31, 2004 and 2003
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6
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Statement
of
Changes in Net Assets Available for Benefits for the
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Year
Ended December 31, 2004
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7
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Notes
to Financial Statements
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8
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Supplemental
Information - Form 5500 Schedule H, Line 4i-
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Schedule
of
Assets (Held at End of Year) for the Year Ended
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December
31,
2004
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12
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Signature
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13
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Exhibit
23.1 - Consent of Independent Registered Public Accounting
Firm
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14
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ISLE
OF CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
Item
4. FINANCIAL
STATEMENTS OF THE PLAN
The
Financial Statements of the Isle of Capri Casinos, Inc. Retirement Trust and
Savings Plan (the “Plan”) for the fiscal year ended December 31, 2004, together
with the report of Piltz, Williams, LaRosa & Company, an independent
registered public accounting firm, are attached to this Annual Report on Form
11-K as Annex A, and are by specific reference incorporated herein and filed
as
a part hereof. The Financial Statements and the Notes thereto are presented
in
lieu of the financial statements required by Items 1, 2 and 3 of Form 11-K.
The
Plan is subject to the requirements of the Employee Retirement Income Security
Act of 1974.
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Annex
A
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Table
of Contents
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Page
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Report
of Independent Registered Public Accounting Firm
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5
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Statements
of Net Assets Available for Benefits for the Years Ended December
31, 2004
and 2003
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6
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Statement
of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 2004
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7
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Notes
to Financial Statements
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8
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Supplemental
Information:
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Schedule
H,
Line 4i - Schedule of Assets (Held at End of Year)
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12
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Report
of Independent Registered Public Accounting Firm
To
the
Plan Administrator
Isle
of
Capri Casinos, Inc. Retirement
Trust
and
Savings Plan
Biloxi,
Mississippi
We
have
audited the accompanying statements of net assets available for benefits of
Isle
of Capri Casinos, Inc. Retirement Trust and Savings Plan as of December 31,
2004
and 2003, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2004. These financial statements are
the responsibility of the Plan’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In
our
opinion, the financial statements, referred to above present fairly, in all
material respects, the net assets available for benefits of Isle of Capri
Casinos, Inc. Retirement Trust and Savings Plan as of December 31, 2004 and
2003, and the changes in net assets available for benefits for the year
ended
December 31, 2004, in conformity with accounting principles generally accepted
in the United States of America.
Our
audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule H, line
4i -
Schedule of Assets (Held at End of Year) as of December 31, 2004, is presented
for the purpose of additional analysis and is not a required part of the
financial statements but is supplementary information required by the Department
of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan’s management. The supplemental schedule has been
subjected to the auditing procedures applied in the audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/
Piltz, Williams, LaRosa
& Company
Certified
Public
Accountants
Biloxi,
Mississippi
July
7,
2005
Isle
of Capri Casinos, Inc. Retirement
|
Trust
and Savings Plan
|
Statements
of Net Assets Available for Benefits
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December
31,
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Assets
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2004
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2003
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Investments
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Participant-directed
investment accounts
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$
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47,987,574
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$
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38,397,024
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Participant
loans receivable
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3,612,141
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2,981,355
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Total
investments
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51,599,715
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41,378,379
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Receivables
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Employer’s
contribution
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2,056,662
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1,869,479
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Participants’
contributions
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338,141
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695,057
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Accrued
interest
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7,897
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14,666
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Total
receivables
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2,402,700
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2,579,202
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Total
assets
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54,002,415
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43,957,581
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Liabilities
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Accrued
expenses
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12,200
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28,147
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Net
assets available for benefits
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$
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53,990,215
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$
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43,929,434
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See
Notes to Financial Statements.
Isle
of Capri Casinos, Inc. Retirement
|
Trust
and Savings Plan
|
Statement
of Changes in Net Assets Available for
Benefits
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Year
Ended December 31, 2004
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Additions
to net assets
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Investment
income:
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Net change in fair value of investments
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$
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3,792,738
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Interest
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164,088
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Dividends
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574,046
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Total investment income
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4,530,872
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Contributions:
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Employer’s
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2,052,433
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Participants’
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8,275,697
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Participants’ rollovers
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248,532
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Total contributions
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10,576,662
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Total
additions
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15,107,534
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Deductions
from net assets
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Distributions
paid to participants
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4,907,480
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Other
expenses
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139,273
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Total
deductions
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5,046,753
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Net
increase in Plan assets
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10,060,781
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Net
assets available for benefits, beginning of year
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43,929,434
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Net
assets available for benefits, end of year
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$
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53,990,215
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See
Notes to Financial Statements.
Isle
of Capri Casinos, Inc. Retirement
Trust
and Savings Plan
Notes
to Financial Statements
Note
A - Description of Plan
The
following description of the Isle of Capri Casinos, Inc. Retirement Trust and
Savings Plan (Plan) provides only general information. Participants should
refer
to the Plan agreement for a more complete description of the Plan's
provisions.
General
- The
Plan is a defined contribution plan covering the employees of Isle of Capri
Casinos, Inc., and its subsidiaries, who are age 21 or older and have completed
one year of service as defined by the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
(ERISA).
Contributions
and participants' accounts
- Each
participant's account is credited with the participant's elective deferral
contribution up to 15% of their salary not to exceed the limits under Code
Section 402(g), an employer matching contribution equal to 25% of the
participant's elective deferral contribution, rollover contributions, transfers
from other plans, voluntary contributions, employer vacation contributions,
and
an allocation of (a) employer's qualified non-elective contributions, if made;
(b) employer's discretionary contributions, if made; (c) Plan earnings; and
(d)
forfeitures of terminated participants' non-vested accounts. Allocations are
based on compensation or account balances, as defined. The benefit to which
a
participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
-
Participants are immediately vested in their elective deferral contributions,
rollover contributions, transfers in from other plans, voluntary contributions,
qualified non-elective employer contributions, employer matching contributions,
employer vacation contributions, and actual earnings thereon. Vesting in any
additional discretionary employer contributions, including forfeitures is based
on years of service. A participant becomes 100% vested after seven years of
service. Notwithstanding years of service, 100% vesting also occurs at normal
retirement age, as defined by the Plan, or death.
Payment
of benefits -
Upon
termination of service, or at normal retirement age, participants can receive
a
lump sum amount equal to the vested portion of their account. Participants
may
request to receive installment payments instead of the normal lump sum
distribution.
Participant
loans receivable -
Participants may borrow from their accounts a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or 50% of their account balance. Loan terms
range
from 1-5 years or up to 10 years for the purchase of a primary residence. The
loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined quarterly
by
the Plan administrator. Interest rates range from 5.00% to 10.5%. Principal
and
interest is paid ratably through monthly payroll deductions.
Note
B - Summary of Accounting Policies
Basis
of accounting
- The
financial statements of the Plan are prepared using the accrual basis of
accounting.
Isle
of Capri Casinos, Inc. Retirement
Trust
and Savings Plan
Notes
to Financial Statements
(Continued)
Investment
valuation
- The
Plan's investments are stated at fair value and represent the plan’s share of
the market value of fund holdings or are based on quoted market prices.
Loansto
Participants, which are subject to various interest rates, are carried at cost
(original loan less repayments) which approximates fair value. Purchases and
sales of securities are recorded on a trade-date basis. Interest income is
recorded on the accrual basis and dividends are recorded on the ex-dividend
date.
Payment of benefits -
Benefits
are recorded when paid.
Use
of estimates
- The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the Plan
administrator to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results may differ from those
estimates.
Note
C - Participants’ Investments Held by ABN AMRO Trust Services
Company
Upon
investment in the Plan, a participant may direct both employer and employee
contributions into any of the following nine investment options: the ABN AMRO
Income Plus Fund, the ABN AMRO Bond Fund, the ABN AMRO/Montag & Caldwell
Growth Fund, the Enterprise Small Company Value Portfolio, EuroPacific Growth
Fund, the Income Fund of America, the MFS Value Fund, the Columbia Acorn Fund
and Isle of Capri Casinos Stock Fund.
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December
31,
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2004
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2003
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Participant
directed investments accounts
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Held by ABN AMRO Trust Services Company:
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Collective trust fund:
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ABN
AMRO Income Plus Fund
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*
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$
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15,049,176
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$
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8,159,178
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Registered investment companies (mutual funds):
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ABN
AMRO Bond Fund
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2,523,371
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2,102,977
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Oppenheimer
Quest Opportunity Value Fund
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|
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5,274,562
|
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ABN
AMRO/Montag & Caldwell Growth Fund
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*
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4,515,586
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3,750,258
|
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Enterprise
Small Company Value Portfolio
|
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*
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4,728,585
|
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3,669,851
|
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EuroPacific
Growth Fund
|
|
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*
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4,625,210
|
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3,353,964
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Income
Fund of America
|
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*
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5,640,074
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4,290,224
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MFS
Value Fund
|
|
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*
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|
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8,099,412
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6,292,577
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Columbia
Acorn
Fund
|
|
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985,788
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0
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Isle
of Capri Casinos
Stock Fund
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1,820,372
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1,503,433
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Total
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$
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47,987,574
|
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$
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38,397,024
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*Investment
represents 5% or more of net assets available for benefits at December 31,
2004.
Isle
of Capri Casinos, Inc. Retirement
Trust
and Savings Plan
Notes
to Financial Statements
(Continued)
During
the year ended December 31, 2004 the Plan’s investments appreciated
(depreciated) in value as follows:
ABN
AMRO Income Plus Fund
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$
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498,885
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ABN
AMRO Bond Fund
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(11,872
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)
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ABN
AMRO/Montag & Caldwell Growth Fund
|
|
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158,882
|
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Oppenheimer
Quest Opportunity Value Fund
|
|
|
76,372
|
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Enterprise
Small Company Value Portfolio
|
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|
677,636
|
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EuroPacific
Growth Fund
|
|
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670,764
|
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Income
Fund of America
|
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403,094
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MFS
Value Fund
|
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942,157
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Columbia
Acorn Fund
|
|
|
86,033
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Isle
of Capri Casinos Stock Fund
|
|
|
290,787
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Total
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$
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3,792,738
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Note
D - Related Parties
Certain
Plan investments are shares of mutual funds managed by ABN AMRO Asset
Management. ABN AMRO Trust Services Company, the trustee as defined by the
plan,
is a wholly owned subsidiary of ABN AMRO Asset Management and therefore, these
investments and transactions qualify as party-in-interest. Fees paid to ABN
AMRO
Trust Services Company for the year ended December 31, 2004 totaled
$139,272.
Common stock of Isle of Capri Casinos, Inc., the Plan sponsor, is held in the
Isle of Capri Casinos Stock Fund, a unitized fund available as one of the
investment options within the Plan. The shares of the Plan sponsor in the
unitized fund held by the Plan as of December 31, 2004 and 2003 had a market
value of $ 1,786,933 and $1,505,090, respectively. The Plan purchased $108,379
and sold $109,972 of the Plan sponsor’s common stock during the year ended
December 31, 2004.
Members of management of Isle of Capri Casinos, Inc., are participants in the
Plan; however, there are no transactions with these individuals other than
their
participation in the Plan. Also, Isle of Capri Casinos, Inc., is absorbing
part
of the administrative expenses of the Plan.
Note
E - Income Tax Status
The
Plan
has received a determination letter from the Internal Revenue Service stating
that the Plan qualifies under the appropriate sections of the Internal Revenue
Code (IRC) and is, therefore, not subject to tax under present income tax law.
Note
F - Plan Termination
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of the Plan’s termination,
participants will become 100% vested in their accounts.
Supplemental
Information
Isle
of Capri Casinos, Inc. Retirement Trust and Savings
Plan
|
Form
5500
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of
Year)
|
EIN
41-1659606 – PN 001
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December
31, 2004
|
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Identity
of Issue
|
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Description
of Investment
|
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Current
Value
|
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* ABN
AMRO Income Plus Fund
|
CollectiveTrust
Fund -2,653,750
shares
|
$ |
15,049,176
|
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* ABN
AMRO Bond Fund
|
Mutual
Fund - 250,832 shares
|
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2,523,371
|
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|
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ABN
AMRO/Montag & Caldwell Growth
Fund
|
Mutual
Fund - 199,364 shares
|
|
4,515,586
|
|
|
|
|
|
|
|
|
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Enterprise
Small Company Value Portfolio
|
Mutual
Fund - 411,539 shares |
|
4,728,585
|
|
|
|
|
|
|
|
|
|
|
|
|
EuroPacific
Growth Fund
|
Mutual
Fund - 129,812 shares |
|
4,625,210
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Fund of America
|
Mutual
Fund - 303,883 shares |
|
5,640,074
|
|
|
|
|
|
|
|
|
|
|
|
|
MFS
Value Fund
|
Mutual
Fund - 350,018 shares |
|
8,099,412
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbia
Acorn Fund
|
Mutual
Fund - 902,449 shares |
985,788
|
|
|
|
|
|
|
|
|
|
|
|
|
*
Isle
of Capri Casinos Stock Fund
|
Unitized
Stock Fund - 51,002 shares |
|
1,820,372
|
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|
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|
|
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|
Participant
Loans
|
Interest
rates range
from 5.00% - 10.5% |
|
3,612,141
|
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|
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|
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|
*
Represents a party-in-interest
|
All
investments are participant directed. |
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See
Report of Independent Registered Public Accounting Firm.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the Plan) have duly caused this Annual Report
on
Form 11-K to be signed on its behalf by the undersigned hereunto duly
authorized.
ISLE
OF
CAPRI CASINOS, INC.
RETIREMENT
TRUST AND SAVINGS PLAN
Date: July
14,
2005 /s/ Robert
Boone
By: Robert
Boone
Plan
Administrator
[ACCOUNTING
FIRM STATIONERY]
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby
consent to the incorporation by reference in the Registration Statement filed
on
Forms S-8 (Commission File Numbers 33-93088 dated June 5, 1995
and 333-123234 dated March 10, 2005) of Isle of Capri Casinos, Inc.
of our
report dated July 7, 2005 relating to the financial statements and supplemental
schedules of the Isle of Capri Casinos, Inc. Retirement Trust and Savings
Plan,
which appears in this Annual Report on Form 11-K.
July
14,
2005 /s/
Piltz, Williams, LaRosa & Company
Biloxi,
Mississippi Certified
Public Accountants