FORM 11-K NOTIFICATION OF LATE FILING 12B-25


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

Commission File Number 0-20538
 CUSIP Number:     464592104

NOTIFICATION OF LATE FILING

(check one): o Form 10-K o Form 20-F x Form 11-K o Form 10-Q o Form 10-D
o Form N-SAR o Form N-CSR

For Period Ended:  December 31, 2005
o Transition Report on Form 10-K
o Transition Report on Form 20-F
x Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on form N-SAR

For the Transition Period Ended:  ___________________

 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: N/A



Part I
REGISTRANT INFORMATION

Full Name of Registrant: Isle of Capri Casinos, Inc. (Isle of Capri Casinos, Inc. Retirement Trust and Savings Plan)

Address of Principal Executive Office: 1641 Popps Ferry Road, Suite B1
 
City, State and Zip Code: Biloxi, MS 39532-2226
 
 



Part II
RULE 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (check box if appropriate):

x (a)  The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.

x (b) The subject annual report, Form 11-K, will be filed on or before the fifteenth calendar day following the prescribed due date.

x(c)  The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



PART III
NARRATIVE

The Form 11-K for the Isle of Capri Casinos, Inc. Retirement Trust and Savings Plan (the “Plan”) for the period ended December 31, 2005, cannot be timely filed by the issuer, Isle of Capri Casinos, Inc., without unreasonable effort and expense. The Plan changed its administrator from ABN-AMRO Holding N.V. to Principal Financial Group, Inc. during the period ended December 31, 2005. However, Plan records did not switch between the trustees until a blackout period from February 17 to February 20, 2006. This switch in trustee has resulted in added difficulties and timing delays in compiling information and documents. The delays associated with the change in trustee have delayed the completion of the financial statements of the Plan, which are the primary component of Form 11-K. The delay in the completion of the financial statements has, in turn, resulted in the inability of the Plan’s auditors to furnish the required opinion on such financial statements.



PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:
Donn Mitchell 337-396-7052 
 
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, during the preceding 12 months been filed?   
xYes    o No
 
 

 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

o Yes    x No
 
 
 
 
SIGNATURE

ISLE OF CAPRI CASINOS, INC. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

By: /s/ Donn Mitchell  
Donn Mitchell
Senior Vice President
Chief Financial Officer

 
Date:
June 30, 2005

Instruction: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is singed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.


ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
 
 

 
Form 12b-25(c) Attachment
Statement of Accountant


[ACCOUNTANT’S STATIONERY]

June 30, 2005


Isle of Capri Casinos, Inc.
1641 Popps Ferry Road, Suite B1
Biloxi, Mississippi 39532-2226



We have been engaged to perform the audit for the Isle of Capri Retirement Trust and Savings Plan for the period ended December 31, 2005. The Plan changed its administrator from ABN-AMRO Holding N.V. to Principal Financial Group, Inc. during the period ended December 31, 2005. However, Plan records did not switch between the trustees until a blackout period from February 17 to February 20, 2006. This switch in trustee has resulted in added difficulties and timing delays in compiling information and documents. The delays associated with the change in trustee have delayed the completion of the financial statements of the Plan, which are the primary component of Form 11-K. The delay in the completion of the financial statements has, in turn, resulted in our inability to furnish the required opinion on such financial statements.



Sincerely,

/s/ Piltz, Williams, LaRosa & Company