0000899243-17-011764.txt : 20170503 0000899243-17-011764.hdr.sgml : 20170503 20170503210634 ACCESSION NUMBER: 0000899243-17-011764 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170501 FILED AS OF DATE: 20170503 DATE AS OF CHANGE: 20170503 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BLOCK ARNOLD CENTRAL INDEX KEY: 0001264013 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20538 FILM NUMBER: 17811478 MAIL ADDRESS: STREET 1: 219 PIASA STREET CITY: ALTON STATE: IL ZIP: 62002 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-01 1 0000863015 ISLE OF CAPRI CASINOS INC ISLE 0001264013 BLOCK ARNOLD 600 EMERSON ROAD, SUITE 300 ST. LOUIS MO 63141 0 1 0 0 See Remarks Common Stock 2017-05-01 4 D 0 47925 D 0 D Employee Stock Option (right to buy) 2017-05-01 4 D 0 95428 D Common Stock 95428 0 D Restricted Stock Units 2017-05-01 4 D 0 24395 D Common Stock 24395 0 D On May 1, 2017, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated September 19, 2016, among Eldorado Resorts, Inc. ("ERI"), Isle of Capri Casinos, Inc. ("Isle"), Eagle I Acquisition Corp. ("Merger Sub A") and Isle of Capri Casinos LLC (f/k/a Eagle II Acquisition Company LLC) ("Merger Sub B"), Merger Sub A merged with and into Isle (the "First Step Merger"), and immediately following the First Step Merger, Isle merged with and into Merger Sub B. At the effective time of the First Step Merger (the "Effective Time"), each outstanding share of Isle common stock was converted into the right to receive, at the election of the holder and subject to the proration and reallocation provisions of the Merger Agreement, either 1.638 shares of ERI common stock (with cash paid in lieu of fractional shares) or $23.00 in cash. At the Effective Time, (i) each outstanding option to acquire shares of Isle common stock, whether vested or unvested, was converted into an option or right to purchase shares of ERI common stock on the same terms and conditions as were applicable to such option immediately prior to the Effective Time and (ii) each outstanding Isle restricted stock unit, was converted into a restricted stock unit in respect of shares of ERI common stock, in an amount equal to 1.638 shares of ERI common stock (with aggregated fractional shares rounded to the nearest whole share) on the same terms and conditions as were applicable to such restricted stock unit immediately prior to the Effective Time. These Employee Stock Options and Restricted Stock Units were cancelled at the Effective Time and converted into the right to receive the consideration described in (2). President and Chief Operating Officer /s/ Edmund L. Quatmann, Jr. as Attorney-in-Fact 2017-05-03