Diamondhead Casino Corp - Current report filing (8-K)
24 Septembre 2008 - 10:52PM
Edgar (US Regulatory)
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: September 22, 2008
DIAMONDHEAD CASINO CORPORATION
DELAWARE
COMMISSION FILE NUMBER: 0-17529
IRS EMPLOYER IDENTIFICATION NO. 59-2935476
1301 Seminole Boulevard, Suite 142
Largo, Florida 33770
(727) 674-0055
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:
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Written communications pursuant to Rule 425 under the Securities Act.
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Soliciting material pursuant to Rule 14a- 12 under the Securities Act.
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Pre-commencement communications pursuant to Rule 14e-4(c) under the Exchange Act.
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Item 8.01 Other Events
On September 22, 2008, the Registrant issued the following public press release regarding the
previously signed Letter of Intent with Casinos Austria International Holding, GMBH.
Largo, Florida (September 22, 2008) Diamondhead Casino Corporation (OTCBB: DHCC) (the Company)
announced today that it had extended the terms of a Letter of Intent with Casinos Austria
International Holding, GMBH (Casinos Austria), to form a joint venture partnership to develop,
build and operate a destination casino resort in Diamondhead, Mississippi. The non-binding Letter
of Intent, which expired on September 21, 2008, was extended through December 21, 2008. While
Casinos Austria has completed substantial due diligence and is pleased with the results and
findings obtained to date, it requires additional time to complete its remaining due diligence.
Paul Herzfeld, Chief Executive Officer of Casinos Austria, commenting on the extension stated: We
are excited about the prospects for the Diamondhead site and are in the midst of conducting our
legal, engineering and related due diligence. We have a long history and long working relationship
with the Company and its current President and CFO which gives us an added level of comfort.
However, recent hurricanes and adverse weather conditions in the area have interfered with our
ability to conduct the required due diligence.
The joint venture, if consummated, would cover fifty acres within a 404-acre tract of land owned by
Mississippi Gaming Corporation, a wholly-owned subsidiary of the Company. The Diamondhead tract
fronts Interstate 10 for approximately two miles and the Bay of St. Louis for approximately two
miles and is located in Hancock County, Mississippi. The property is debt-free and lien-free. The
property is zoned as a Special Use District-Waterfront Gaming District by Hancock County. On
October 17, 2005, following Hurricane Katrina, Mississippi passed legislation allowing casinos to
be built up to 800 hundred feet from the mean high water line of certain bodies of water. The new
law applies to the Diamondhead property.
About Casinos Austria
The origins of the casino industry in Austria date back to 1934, when the first casino was opened
in Baden near Vienna, closely followed by further casinos across the country. Casinos Austria today
owns and operates the twelve casinos in Austria.
Following its initial success in the Austrian market, Casinos Austria was approached by the Dutch
Government in 1976 and entrusted with establishing a casino industry in The Netherlands. This
project was the starting point for a new success story: Casinos Austria International (CAI).
Originally founded in 1977 to consolidate the companys international activities, CAI is today a
leading player in the global gaming industry, having realized over 215 casino projects in more than
35 different countries, including 80 casinos on board cruise ships on all seven seas. In 2007, CAI
casinos welcomed 19.9 million guests.
Worldwide, the Casinos Austria Group now operates casinos in 18 different countries as well as on
board international cruise ships. Experience, integrity, respectability, financial stability and a
multicultural team are all important contributing factors to CAIs continued success. The Casinos
Austria Group currently employs over 13,000 people from 35 different nations around the globe. The
group turnover in 2007 amounted to EUR 3.5 billion.
CAI specializes in casino expertise and thereby offers an extensive portfolio of know-how and
services for all phases of casino development from evaluation and planning through to building and
management. Our casino projects are considered to be traditionally innovative and are based on
the proven sound combination of traditional values and innovative concepts.
Casinos Austria Groups future plans include continued expansion together with strengthening of its
existing international presence as well as the establishment of new casinos in markets that plan to
introduce legal gaming.
About Diamondhead Casino Corporation
Diamondhead Casino Corporation Diamondhead), through its wholly-owned subsidiary, Mississippi
Gaming Corporation, owns and intends to develop, in cooperation with a joint venture partner or
partners, approximately 404 acres of land in Diamondhead, Mississippi. The Company intends to
develop the property as a destination casino resort and hotel with condominiums and other
amenities.
Cautionary Statement Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements so long as those statements are identified as forward-looking and are accompanied by
meaningful cautionary statements identifying important factors that could cause actual results to
differ materially from those projected in such statements.
All statements, trend analysis and other information contained in this release relative to the
parties performance, trends in the parties operations or financial results, plans, expectations,
estimates and beliefs, as well as other statements including words such as anticipate, believe,
plan, estimate, expect, intend, will, could and other similar expressions, constitute
forward-looking statements under the Private Securities Litigation Reform Act of 1995. In
connection with certain forward-looking statements contained in this release and those that may be
made in the future by or on behalf of the parties, the parties note that there are various factors
that could cause actual results to differ materially from those set forth in any such
forward-looking statements. The forward-looking statements contained in this release were prepared
by management and are qualified by, and subject to, permitting, significant business, economic,
financial, competitive, environmental, regulatory and other uncertainties and contingencies, all of
which are difficult or impossible to predict and many of which are beyond the control of the
parties. Accordingly, there can be no assurance that the forward-looking statements contained in
this release will be realized or that actual results will not be significantly higher or lower. The
forward-looking statements in this release reflect the opinion of the management as of the date of
this release. Readers are hereby advised that developments subsequent to this release are likely
to cause these statements to become outdated with the passage of time or other factors beyond the
control of the parties. The parties do not intend, however, to update the guidance provided herein
prior to its next release or unless otherwise
required to do so. Readers of this release should consider these facts in evaluating the
information contained herein. In addition, the business and operations of the parties are subject
to substantial risks, including but not limited to risks relating to liquidity and cash flows,
which increase the uncertainty inherent in the forward-looking statements contained in this
release. The inclusion of the forward-looking statements contained in this release should not be
regarded as a representation by the parties or any other person that the forward-looking statements
contained in the release will be achieved. In light of the foregoing, readers of this release are
cautioned not to place undue reliance on the forward-looking statements contained herein.
Additional information concerning the potential risk factors that could affect Diamondhead Casino
Corporations future performance are described from time to time in the Diamondhead periodic
reports filed with the SEC, including, but not limited to, its Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q.
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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DIAMONDHEAD CASINO CORPORATION
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By:
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/s/ Deborah A. Vitale
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Deborah A. Vitale
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President and Chairman of the Board
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Dated: September 24, 2008
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