UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. 1)
ISLE OF CAPRI CASINOS, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
464592104
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(CUSIP Number)
JASON ADER
HAYGROUND COVE ASSET MANAGEMENT LLC
1370 6TH AVENUE
NEW YORK, NEW YORK 10019
(212) 445-7800
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
SEPTEMBER 29, 2006
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(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
[_]
SCHEDULE 13D
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CUSIP No. 464592104 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSONS
JASON ADER
(S.S. or I.R.S. Identification No. not applicable)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,899,450
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,899,450
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,899,450
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.53%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 464592104 PAGE 3 OF 8 PAGES
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1 NAME OF REPORTING PERSONS
HAYGROUND COVE ASSET MANAGEMENT LLC
(S.S. or I.R.S. Identification No. not applicable)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,899,450
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,899,450
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,899,450
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.53%
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14 TYPE OF REPORTING PERSON
HC
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SCHEDULE 13D
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CUSIP No. 464592104 PAGE 4 OF 8 PAGES
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1 NAME OF REPORTING PERSONS
HAYGROUND COVE FUND MANAGEMENT LLC
(S.S. or I.R.S. Identification No. not applicable) EIN: 81-0587515
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES NONE
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,899,450
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING NONE
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 1,899,450
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,899,450
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.53%
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14 TYPE OF REPORTING PERSON
HC
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PAGE 5 OF 8 PAGES
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.
Each of the Client Funds has purchased in the aggregate the shares of
Common Stock reported in Item 5, which shares are indirectly beneficially owned
by the Reporting Persons. The aggregate amount of funds required by the Client
Funds to acquire the shares of Common Stock was $39,193,452, net of commissions.
The funds were provided by working capital of each of the Client Funds.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Shares because they believe they are
undervalued compared to what the Reporting Persons believe is the intrinsic
value of the Shares. The
PAGE 6 OF 8 PAGES
Reporting Persons support the efforts of the Issuer's management to grow the
business, but also believe that management should pursue private equity
alternatives to support that growth.
The Reporting Persons have effected the acquisition of the Shares for
investment purposes, but may communicate with management and others to encourage
the exploration of private equity alternatives. The Reporting Persons intend to
monitor the Issuer's performance closely and may modify their plans in the
future.
Although the Reporting Persons do not have any current plans other than
monitoring and communication, the Reporting Persons may in the future exercise,
or cause to be exercised, any and all of their respective rights (or the rights
of any of the Client Funds) as stockholders of the Issuer in a manner consistent
with their equity interests (or the equity interests of any of the Client
Funds). More specifically, depending on their evaluation of various factors,
including the investment potential of shares of Common Stock, the Issuer's
business prospects and financial position, other developments concerning the
Issuer, the price level and availability of the Common Stock, available
opportunities to acquire or dispose of shares of Common Stock, realize trading
profits or minimize trading losses, conditions in the securities markets and
general economic and industry conditions, reinvestment opportunities and other
factors deemed relevant, the Reporting Persons may take, or cause to be taken,
such actions with respect to their indirect holdings in the Issuer as they deem
appropriate in light of circumstances existing from time to time. Such actions
may include the purchase of additional shares of Common Stock by some or all of
the Client Funds in the open market, through privately negotiated transactions
with third parties or otherwise, or the sale at any time by some or all of the
Client Funds, in the open market, through privately negotiated transactions with
third parties or otherwise, of all or a portion of the shares now owned or
hereafter acquired by any of the Client Funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) In the aggregate, the Client Funds are the direct beneficial owners of
1,899,450 shares of Common Stock currently indirectly owned by the Reporting
Persons, or approximately 5.53% of outstanding shares of Common Stock of the
Issuer, based upon 34,343,613 shares of Common Stock outstanding as of August
31, 2006, as reported by the Issuer in its Quarterly Report on Form 10-Q for the
quarter ended July 30, 2006. None of HCA or the Client Funds own individually in
excess of five percent of the outstanding shares of Common Stock.
By virtue of the relationships described in Item 2 of this Statement and
this Item 5, 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, as general partner, HCFM has indirect
beneficial ownership of (i) 132,000 shares (or 0.38% of outstanding shares) of
Common Stock held directly by Hayground Cove Institutional Partners LP, a
Delaware limited partnership, (ii) 169,550 shares (or 0.49% of outstanding
shares) of Common Stock held directly by Hayground Cove Turbo Fund LP, a
Delaware limited partnership, and (iii) 28,000 shares (or 0.08% of outstanding
shares) of Common Stock held directly by Hayground Cove Equity Market Neutral
Fund LP, a Delaware limited partnership. In addition, HCFM is general partner of
HCA, which in turn serves as investment manager pursuant to certain Investment
Management Agreements entered into between HCA and certain individual Client
Funds. In this capacity, HCA exercises the power to vote (or to direct the vote)
and to
PAGE 7 OF 8 PAGES
dispose (or to direct the disposition of) (i) 938,500 shares (or 2.73% of
outstanding shares) of Common Stock held directly by Hayground Cove Overseas
Partners Ltd., a Cayman Islands exempted limited company; (ii) 135,100 shares
(or 0.39% of outstanding shares) of Common Stock held directly by Hayground Cove
Turbo Fund Ltd., a Cayman Islands exempted limited company; (iii) 17,200 shares
(or 0.05% of outstanding shares) of Common Stock held directly by Hayground Cove
Equity Market Neutral Fund Ltd., a Cayman Islands exempted limited company; and
(iv) certain independent managed accounts, each of which directly owns 231,450
shares (or 0.67% of outstanding shares) of Common Stock, 161,400 shares (or
0.47% of outstanding shares) of Common Stock, 60,600 shares (or 0.18% of
outstanding shares) of Common Stock and 25,650 shares (or 0.07% of outstanding
shares) of Common Stock, respectively.
(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: 1,899,450
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition
of: 1,899,450
(c) The Reporting Persons have caused the purchase by the Client Funds of
1,899,450 shares of Common Stock within the last 60 days with a range of
purchase prices between $19.65 and $21.40. All such purchases were effected
through over-the-counter transactions.
(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) Not applicable.
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.
PAGE 8 OF 8 PAGES
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: October 3, 2006
By: /s/ Jason Ader
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Jason Ader
HAYGROUND COVE ASSET MANAGEMENT LLC
By: /s/ Jason Ader
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Jason Ader
Sole Member
HAYGROUND COVE FUND MANAGEMENT LLC
By: Hayground Cove Asset Management LLC,
its Managing Member
By: /s/ Jason Ader
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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: October 3, 2006
By: /s/ Jason Ader
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Jason Ader
HAYGROUND COVE ASSET MANAGEMENT LLC
By: /s/ Jason Ader
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Jason Ader
Sole Member
HAYGROUND COVE FUND MANAGEMENT LLC
By: Hayground Cove Asset Management LLC,
its Managing Member
By: /s/ Jason Ader
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Jason Ader
Sole Member