FORM 8-K
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 1934
Date
of
Report (Date of earliest event reported): November
19, 2007 (November 13, 2007)
ISLE
OF CAPRI CASINOS, INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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0-20538
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41-1659606
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(State
or other
jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
Number)
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600
Emerson Road, Suite 300, St. Louis, Missouri
(Address
of principal executive offices)
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63141
(Zip
Code)
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(314) 813-9200
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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
230.245)
[
]
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))
Item
1.01 Entry into a Material Definitive Agreement.
On
November 13, 2007, the registrant and its subsidiary, Casino America of
Colorado, Inc. (collectively, “Isle of Capri”), executed a definitive Unit
Purchase Agreement with Nevada Gold & Casinos, Inc. and its subsidiary
Blackhawk Gold, Ltd. (collectively, “Nevada Gold”), pursuant to which Isle of
Capri will acquire the 43% interest in Isle of Capri Black Hawk, L.L.C., which
is currently owned by Nevada Gold. Under the terms of the agreement, the
registrant has agreed to pay $64.6 million for the remaining 43% interest,
payable upon closure of the sale. Upon closing, Isle of Capri Black Hawk, L.L.C.
would become an indirect wholly owned subsidiary of Isle of Capri. The closing
of the transaction is subject to the approval of Nevada Gold’s stockholders
(some of whom have executed and agreed to execute a Stockholder Support
Agreement pursuant to which they agree to vote for, and otherwise support,
the
transaction) and certain other customary closing conditions.
A
copy of
the Unit Purchase Agreement is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item
9.01 Financial Statements and Exhibits.
(c)
Exhibits.
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.
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ISLE
OF CAPRI CASINOS, INC.
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Date:
November 19, 2007
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By:
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/s/
Virginia McDowell
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Name:
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Virginia
McDowell
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Title:
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President
and Chief Operating Officer
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