0001193125-16-510294.txt : 20160318 0001193125-16-510294.hdr.sgml : 20160318 20160318160101 ACCESSION NUMBER: 0001193125-16-510294 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160318 DATE AS OF CHANGE: 20160318 GROUP MEMBERS: PAR CAPITAL MANAGEMENT, INC. GROUP MEMBERS: PAR GROUP, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ISLE OF CAPRI CASINOS INC CENTRAL INDEX KEY: 0000863015 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 411659606 STATE OF INCORPORATION: DE FISCAL YEAR END: 0425 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43494 FILM NUMBER: 161516066 BUSINESS ADDRESS: STREET 1: 600 EMERSON ROAD STREET 2: SUITE 300 CITY: SAINT LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3148139200 MAIL ADDRESS: STREET 1: 600 EMERSON ROAD STREET 2: SUITE 300 CITY: SAINT LOUIS STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: CASINO AMERICA INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ANUBIS II CORP DATE OF NAME CHANGE: 19600201 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAR INVESTMENT PARTNERS LP CENTRAL INDEX KEY: 0001066867 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PAR CAPITAL MGT STREET 2: ONE INTERNATIONAL PLACE, SUITE 2401 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6175268964 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE, SUITE 2400 CITY: BOSTON STATE: MA ZIP: 02110 SC 13G 1 d160513dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Isle of Capri Casinos, Inc.

(Name of Issuer)

Common stock, par value $0.001

(Title of Class of Securities)

464592104

(CUSIP Number)

March 10, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 464592104  

 

  1   

NAMES OF REPORTING PERSONS

 

PAR Investment Partners, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

2,091,500

   6   

SHARED VOTING POWER

 

None

   7   

SOLE DISPOSITIVE POWER

 

2,091,500

   8   

SHARED DISPOSITIVE POWER

 

None

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,091,500

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 


CUSIP No. 464592104  

 

  1   

NAMES OF REPORTING PERSONS

 

PAR Group, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

2,091,500

   6   

SHARED VOTING POWER

 

None

   7   

SOLE DISPOSITIVE POWER

 

2,091,500

   8   

SHARED DISPOSITIVE POWER

 

None

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,091,500

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

PN

 


CUSIP No. 464592104  

 

  1   

NAMES OF REPORTING PERSONS

 

PAR Capital Management, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

     

SOLE VOTING POWER

 

2,091,500

   6   

SHARED VOTING POWER

 

None

   7   

SOLE DISPOSITIVE POWER

 

2,091,500

   8   

SHARED DISPOSITIVE POWER

 

None

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,091,500

10  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(SEE INSTRUCTIONS)  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.1%

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

CO

 


Item 1(a) Name of issuer.

Isle of Capris Casinos, Inc.

Item 1(b) Address of issuer’s principal executive offices.

600 Emerson Road, Suite 300

Saint Louis, Missouri 63141

Item 2(a) Name of person filing.

PAR Investment Partners, L.P.

PAR Group, L.P.

PAR Capital Management, Inc.

Item 2(b) Address or principal business office or, if none, residence.

PAR Capital Management, Inc.

One International Place, Suite 2041

Boston, MA 02110

Item 2(c) Citizenship.

State of Delaware

Item 2(d) Title of class of securities.

Common stock, par value $0.001

Item 2(e) CUSIP No.

464592104

Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

Each reporting person: 2,091,500

(b) Percent of Class:

Each reporting person: 5.1%


(c) (1) Number of shares as to which PAR Investment Partners, L.P. has:

(i) sole power to vote or to direct the vote 2,091,500

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the disposition of 2,091,500

(iv) shared power to dispose or to direct the disposition of 0

(2) Number of shares as to which PAR Group, L.P. has:

(i) sole power to vote or to direct the vote 2,091,500

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the disposition of 2,091,500

(iv) shared power to dispose or to direct the disposition of 0

(3) Number of shares as to which PAR Capital Management, Inc. has:

(i) sole power to vote or to direct the vote 2,091,500

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the disposition of 2,091,500

(iv) shared power to dispose or to direct the disposition of 0

Item 5. Ownership of 5 Percent or Less of a Class.

Not applicable

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

The sole general partner of PAR Investment Partners, L.P. is PAR Group, L.P. The sole general partner of PAR Group L.P., is PAR Capital Management, Inc. Each of PAR Group, L.P. and PAR Capital Management, Inc. may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners, L.P.

Item 8. Identification and Classification of Members of the Group.

Not applicable

Item 9. Notice of Dissolution of Group.

Not applicable


Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits.

Exhibit 99.1

Joint Filing Agreement by and among the Reporting Persons dated as of March 18, 2016.


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.

 

March 18, 2016      
    PAR INVESTMENT PARTNERS, L.P.
    By:   PAR Group, L.P.
      its general partner
    By:   PAR Capital Management, Inc.
      its general partner
    By:  

/s/ Steven M. Smith

      Steven M. Smith, Chief Operating Officer
    PAR GROUP, L.P.
    By:   PAR Capital Management, Inc.
      its general partner
    By:  

/s/ Steven M. Smith

      Steven M. Smith, Chief Operating Officer
    PAR CAPITAL MANAGEMENT, L.P.
    By:  

/s/ Steven M. Smith

      Steven M. Smith, Chief Operating Officer
EX-99.1 2 d160513dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock of Isle of Capris Casinos, Inc. and further agree that this Agreement be included as an exhibit to such filing. Each party to the agreement expressly authorized each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.

In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf as of March 18, 2016.

 

    PAR INVESTMENT PARTNERS, L.P.
    By:   PAR Group, L.P.
      its general partner
    By:   PAR Capital Management, Inc.
      its general partner
    By:  

/s/ Steven M. Smith

      Steven M. Smith, Chief Operating Officer
    PAR GROUP, L.P.
    By:   PAR Capital Management, Inc.
      its general partner
    By:  

/s/ Steven M. Smith

      Steven M. Smith, Chief Operating Officer
    PAR CAPITAL MANAGEMENT, L.P.
    By:  

/s/ Steven M. Smith

      Steven M. Smith, Chief Operating Officer