##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-Q (Mark One) x
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2004ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period from  to
 Commission file number 333-0214 HORSESHOE GAMING HOLDING CORP.   Delaware
(State or other jurisdiction
    88-0425131
(I.R.S. Employer Identification No.)of incorporation or organization)9921 Covington Cross Drive, Las Vegas, NV
(Address of principal executive office)
    89144
(zip code)
 (702) 932-7800     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.). Yes  No X As of May 10, 2004, the registrant had 13,336 shares of Class A Common
Stock and 9,779 of Class B Common Stock outstanding.




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HORSESHOE GAMING HOLDING CORP. AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q PART I FINANCIAL INFORMATIONItem 1. Financial StatementsConsolidated Condensed Balance Sheets as of
March 31, 2004 and December 31, 2003
    
    
    3Consolidated Condensed Statements of Income for the
three months ended March 31, 2004 and 2003
    
    
    4Consolidated Condensed Statements of Cash Flows for the
three months ended March 31, 2004 and 2003
    
    
    5Notes to Consolidated Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    8Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    12Item 4. Controls and Procedures
    
    
    12PART II OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    13Item 6. Exhibits and Reports on Form 8-K
    
    
    14SIGNATURE
    
    
    15INDEX TO EXHIBITSEXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  2




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PART I            FINANCIAL INFORMATION 
 Item 1. Financial Statements. HORSESHOE GAMING HOLDING
CORP. AND SUBSIDIARIES 
 CONSOLIDATED CONDENSED BALANCE SHEETS
(unaudited)
(dollars in thousands, except share data)
 March
31,
    
    December 31,2004
    
    2003ASSETSCurrent assetsCash and cash equivalents
    
    $
    131,464
    
    
    $
    103,359Restricted cash
    
    
    1,000
    
    
    
    1,000Accounts receivable, net of allowance for doubtful
accounts of $6,640 and $6,305, respectively
    
    
    18,733
    
    
    
    16,720Inventories
    
    
    4,128
    
    
    
    4,889Prepaid expenses and other
    
    
    11,717
    
    
    
    6,780Total current assets
    
    
    167,042
    
    
    
    132,748Property and equipment, net
    
    
    485,687
    
    
    
    485,557Goodwill
    
    
    252,242
    
    
    
    252,242Other intangibles, net
    
    
    10,236
    
    
    
    10,549Other, net
    
    
    35,918
    
    
    
    36,180$
    951,125
    
    
    $
    917,276LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesAccounts payable
    
    $
    6,689
    
    
    $
    6,274Accrued expenses and other
    
    
    90,332
    
    
    
    80,365Total current liabilities
    
    
    97,021
    
    
    
    86,639Long-term liabilitiesLong-term debt
    
    
    534,017
    
    
    
    533,968Other long-term liabilities
    
    
    6,511
    
    
    
    6,068Total long-term liabilities
    
    
    540,528
    
    
    
    540,036Commitments and contingenciesStockholders equityCommon stock, $.01 par value, 50,000 shares authorized, 25,000
shares issued, 23,115 shares outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    59,090
    
    
    
    59,090Retained earnings
    
    
    308,684
    
    
    
    285,709367,774
    
    
    
    344,799Treasury stock, at cost, 1,885 shares
    
    
    (54,198
    )
    
    
    (54,198
    )Total stockholders equity
    
    
    313,576
    
    
    
    290,601$
    951,125
    
    
    $
    917,276
 The accompanying notes are an integral part of these consolidated condensed financial statements. 3




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HORSESHOE GAMING HOLDING
CORP. AND SUBSIDIARIES 
 CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31
(unaudited)
(in thousands)
 2004
    
    2003RevenuesCasino
    
    $
    225,639
    
    
    $
    215,221Food and beverage
    
    
    20,483
    
    
    
    20,427Hotel
    
    
    7,575
    
    
    
    7,420Retail and other
    
    
    4,357
    
    
    
    4,290258,054
    
    
    
    247,358Promotional allowances and other
    
    
    (39,458
    )
    
    
    (37,257
    )Net revenues
    
    
    218,596
    
    
    
    210,101ExpensesCasino
    
    
    124,190
    
    
    
    119,228Food and beverage
    
    
    6,259
    
    
    
    6,261Hotel
    
    
    551
    
    
    
    495Retail and other
    
    
    1,652
    
    
    
    1,245General and administrative
    
    
    30,529
    
    
    
    28,287Corporate expenses
    
    
    5,178
    
    
    
    5,498Deferred compensation
    
    
    978
    
    
    
    (199
    )Net loss on disposal of assets
    
    
    113
    
    
    
    71Depreciation and amortization
    
    
    13,566
    
    
    
    13,379Total expenses
    
    
    183,016
    
    
    
    174,265Operating income
    
    
    35,580
    
    
    
    35,836Other income (expense)Interest expense
    
    
    (11,865
    )
    
    
    (12,748
    )Interest income
    
    
    122
    
    
    
    178Total other income (expense)
    
    
    (11,743
    )
    
    
    (12,570
    )Net income
    
    $
    23,837
    
    
    $
    23,266
 The accompanying notes are an integral part of these consolidated condensed financial statements. 4




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HORSESHOE GAMING HOLDING
CORP. AND SUBSIDIARIES 
 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31
(unaudited)
(in thousands)
 2004
    
    2003Cash flows from operating activitiesNet income
    
    $
    23,837
    
    
    $
    23,266Adjustments to reconcile net income to
net cash provided by operating activities:Depreciation and amortization
    
    
    13,566
    
    
    
    13,379Net loss on disposal of assets
    
    
    113
    
    
    
    71Amortization of debt discounts,
deferred finance charges and other
    
    
    678
    
    
    
    678Provision for doubtful accounts
    
    
    530
    
    
    
    598Deferred compensation
    
    
    978
    
    
    
    (199
    )Increase in restricted cash
    
    
    
    
    
    
    (33
    )Net change in current assets and liabilities
    
    
    4,006
    
    
    
    (5,893
    )Net cash provided by operating activities
    
    
    43,708
    
    
    
    31,867Cash flows from investing activitiesPurchases of property and equipment
    
    
    (13,506
    )
    
    
    (8,760
    )Proceeds from sale of property and equipment
    
    
    34
    
    
    
    101Net increase in other assets
    
    
    51
    
    
    
    53Net cash used in investing activities
    
    
    (13,421
    )
    
    
    (8,606
    )Cash flows from financing activitiesRepayments on long-term debt
    
    
    
    
    
    
    (13,000
    )Dividends
    
    
    (2,182
    )
    
    
    (12,515
    )Net cash used in financing activities
    
    
    (2,182
    )
    
    
    (25,515
    )Net change in cash and cash equivalents
    
    
    28,105
    
    
    
    (2,254
    )Cash and cash equivalents, beginning of period
    
    
    103,359
    
    
    
    87,373Cash and cash equivalents, end of period
    
    $
    131,464
    
    
    $
    85,119Supplemental cash flow disclosureInterest paid, net of amounts capitalized
    
    $
    (404
    )
    
    $
    851Accrued dividends
    
    $
    726
    
    
    $
    9,185
 The accompanying notes are an integral part of these consolidated condensed financial statements. 5




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HORSESHOE GAMING HOLDING
CORP. AND SUBSIDIARIES 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 Note 1  Basis of Presentation The accompanying unaudited consolidated condensed financial statements of
Horseshoe Gaming Holding Corp., a Delaware corporation, and its subsidiaries
(the Company) have been prepared pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to those rules and regulations. It is suggested that these
consolidated condensed financial statements be read in conjunction with the
financial statements and the notes thereto included in the Companys Form 10-K
for the year ended December 31, 2003. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary to present
fairly the financial position, results of operations and cash flows of all
periods presented have been made. The results of operations for the three
months ended March 31, 2004, are not necessarily indicative of the operating
results for the full year. Note 2  Pending Sale On September 10, 2003, the Company and its stockholders entered into a
definitive Stock Purchase Agreement (the Harrahs Sale Agreement) with
Harrahs Entertainment, Inc. (Harrahs). Under the terms of the Harrahs
Sale Agreement, the stockholders of the Company agreed to sell all of the
outstanding stock of the Company to Harrahs, subject to customary conditions,
for $1.45 billion, including the assumption of debt. The transaction is
subject to regulatory approvals and is expected to be completed in mid-2004. Note 3  Other Intangibles, Net As of March 31, 2004 and December 31, 2003, the Company had the following
intangible assets recorded on its balance sheet (in thousands): GrossCarrying
    
    AccumulatedAmount
    
    Amortization
    
    BalanceMarch 31, 2004Deferred licensing fees
    
    $
    11,131
    
    
    $
    3,777
    
    
    $
    7,354Other
    
    
    6,380
    
    
    
    3,498
    
    
    
    2,882$
    17,511
    
    
    $
    7,275
    
    
    $
    10,236December 31, 2003Deferred licensing fees
    
    $
    11,131
    
    
    $
    3,640
    
    
    $
    7,491Other
    
    
    6,380
    
    
    
    3,322
    
    
    
    3,058$
    17,511
    
    
    $
    6,962
    
    
    $
    10,549
 Amortization expense for the three months ended March 31, 2004 and 2003
was approximately $0.3 million and $1.3 million, respectively. Estimated
annual amortization expense for the years ended December 31, 2004, 2005, 2006,
2007 and 2008 is approximately $1.3 million, $0.8 million, $0.8 million, $0.8
million and $0.8 million, respectively. 6




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Note 4  Contingencies In accordance with the terms of the Harrahs Sale Agreement, the Company
could be liable for a payment to Harrahs of approximately $27.5 million should
the Harrahs Sale Agreement be terminated by Harrahs due to a material adverse
effect, as defined, relating to the Company that cannot be cured by the
Company, or due to a breach by the Company or its stockholders, as defined, of
the Harrahs Sale Agreement that would result in the failure of certain closing
conditions described in the Harrahs Sale Agreement. The Company and its subsidiaries are from time to time, party to legal
proceedings arising in the ordinary course of business. Except as discussed in
the Companys Form 10-K for the year ended December 31, 2003, the Company is
unaware of any legal proceedings which, even if the outcome were unfavorable to
the Company, would have a material adverse impact on either its financial
condition or results of operations. 7




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
consolidated financial condition and results of operations of Horseshoe Gaming
Holding Corp. (the Company) and its subsidiaries. References to Bossier
City, Tunica, and Hammond refer to the Companys wholly owned subsidiaries in
Bossier City, Louisiana; Tunica, Mississippi; and Hammond, Indiana,
respectively. This discussion should be read in conjunction with the Companys
consolidated condensed financial statements and notes thereto. On September 10, 2003, the Company and its stockholders entered into a
definitive Stock Purchase Agreement (the Harrahs Sale Agreement) with
Harrahs Entertainment, Inc. (Harrahs). Under the terms of the Harrahs
Sale Agreement, the stockholders of the Company agreed to sell all of the
outstanding capital stock of the Company to Harrahs, subject to customary
conditions, for $1.45 billion, including the assumption of debt. The
transaction is subject to regulatory approvals and is expected to be completed
in mid-2004. This Quarterly Report on Form 10-Q contains certain forward looking
statements, express or implied, which are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 and, as
such, speak only as of the date made. The Company undertakes no obligation to
publicly update any forward-looking statements, whether as a result of new
information, future events or otherwise. These forward-looking statements
generally can be identified by phrases such as the Company or its management
believes, anticipates, expects, forecasts, estimates, foresees, or
the negative or other variations thereof or comparable terminology. In
particular, they include statements relating to, among other things, future
actions, new projects, strategies, future performance, the outcome of
contingencies such as legal proceedings and future financial results. These
forward-looking statements are based on the beliefs of management, as well as
assumptions made based on information currently available to management. The
reader is cautioned that forward-looking statements involve risks and
uncertainties, which could cause actual results or events to differ materially
from those expressed or implied therein, including, but not limited to risks
associated with substantial indebtedness, debt service and liquidity;
construction delays or disruption; risks of competition in the Companys
existing and future markets; failure to obtain or retain licenses or regulatory
approvals; and changes in gaming laws and regulations, including taxation of
gaming operations; failure to consummate the sale of the Company to Harrahs;
and acts of war or terrorism. 8




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##### Table of Contents



Results of OperationsFinancial Highlights Three Months ended March 31,
    
    % Increase/(Decrease)2004
    
    2003
    
    2004 vs. 2003(dollars in thousands)Casino revenuesBossier City
    
    $
    63,640
    
    
    $
    63,574
    
    
    
    Tunica
    
    
    66,044
    
    
    
    64,154
    
    
    
    3
    %Hammond
    
    
    95,955
    
    
    
    87,493
    
    
    
    10
    %$
    225,639
    
    
    $
    215,221
    
    
    
    5
    %Net revenuesBossier City
    
    $
    62,265
    
    
    $
    63,498
    
    
    
    -2
    %Tunica
    
    
    64,163
    
    
    
    61,449
    
    
    
    4
    %Hammond
    
    
    92,168
    
    
    
    85,154
    
    
    
    8
    %$
    218,596
    
    
    $
    210,101
    
    
    
    4
    %Operating income (loss)Bossier City (a)
    
    $
    9,372
    
    
    $
    10,617
    
    
    
    -12
    %Tunica (a)
    
    
    17,583
    
    
    
    15,278
    
    
    
    15
    %Hammond (a)
    
    
    14,751
    
    
    
    15,184
    
    
    
    -3
    %Corporate expenses
    
    
    (5,178
    )
    
    
    (5,498
    )
    
    
    6
    %Deferred compensation
    
    
    (978
    )
    
    
    199
    
    
    
    -591
    %Other
    
    
    30
    
    
    
    56
    
    
    
    -46
    %$
    35,580
    
    
    $
    35,836
    
    
    
    -1
    %Other informationInterest expense, net
    
    $
    11,743
    
    
    $
    12,570
    
    
    
    -7
    %Net income
    
    $
    23,837
    
    
    $
    23,266
    
    
    
    2
    %Operating margin (operating income/net revenue)(b)Bossier City (a)
    
    
    15
    %
    
    
    17
    %
    
    -2
    pts.Tunica (a)
    
    
    27
    %
    
    
    25
    %
    
    2
    pts.Hammond (a)
    
    
    16
    %
    
    
    18
    %
    
    -2
    pts.Consolidated
    
    
    16
    %
    
    
    17
    %
    
    -1
    pt.
  (a)
    
    Before corporate allocations and deferred compensation.(b)
    
    The % Increase/(Decrease) for operating margin represents the absolute
difference in percentage points (pts.) between the two periods. 9




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Three months ended March 31, 2004 and 2003 Consolidated casino revenues increased approximately $10.4 million, or 5%,
in the quarter ended March 31, 2004 as compared to the prior year period, while
operating income, before corporate allocations and deferred compensation,
increased approximately $0.6 million, or 2%, at the three properties as
compared to the prior year period. Increased promotional spending in the
Bossier City and Hammond markets, higher health care costs and increased gaming
taxes absorbed most of the revenue increases experienced during the first
quarter of 2004. Casino revenues in Bossier City were flat during the first quarter of 2004
as compared to the prior year period while the Shreveport/Bossier City market
increased approximately 6% in the same period. Contributing to the 2004 market
results was the May 21, 2003 opening of approximately 900 slots at a nearby
horse racetrack facility. With the additional capacity in that market, Bossier
Citys market share decreased from 31% in the first quarter of 2003 to 30% in
the first quarter of 2004. A 5% decline in slot volume in Bossier City was
substantially offset by a 2.0 percentage point increase in table hold in the
first quarter of 2004 as compared to the prior year period. As mentioned above,
promotional spending related to direct mail and points increased approximately
30% in the 2004 period. Also impacting operating income and margins was an
additional 1% increase in gaming tax over the prior year. The intense marketing wars in Tunica that occurred in the first quarter of
2003 have somewhat subsided in 2004, allowing that property to experience a 3%
increase in casino revenue and a 15% increase in operating income over the
prior year. The increase in casino revenues resulted from increases in slot and
table hold percentages that were partially offset by decreases in slot and
table volume. The increase in operating income resulted primarily from the
increase in casino revenue coupled with an 11% reduction in promotional
spending in the first quarter of 2004 related to direct mail and points.
Negatively impacting Tunicas operating income in the 2004 quarter was a 27%
increase in employee benefits, primarily related to increased health care
costs, over the same period in the prior year. Casino revenues in Hammond increased 10% in the first quarter of 2004 as
compared to the same period in the prior year as a result of increases in slot
and table volume and in slot hold. These increases were partially offset by a
higher effective gaming tax rate due to the higher revenues, a 40% increase in
promotional spending related to direct mail, and a 21% increase in employee
benefits, primarily related to health benefits, between the two periods. Corporate expenses decreased approximately 6% in the first quarter of
2004, due largely to a reduction in legal and lobbying expenses. Partially
offsetting those decreases were increases in corporate brand advertising and
employee benefits. Deferred compensation increased approximately $1.2 million in the first
quarter of 2004 as compared to the prior year period due primarily to an
increase in the valuation used to calculate the value of vested stock
appreciation rights. Interest expense, net decreased approximately 7% in the first quarter of
2004 as compared to the prior year period due to lower outstanding debt
balances during the 2004 quarter. Liquidity and Capital Resources As of March 31, 2004, the Company had cash and cash equivalents of $131.5
million. During the first quarter of 2004, cash provided by operating
activities was $43.7 million, net cash used in investing activities was $13.4
million and net cash used in financing activities was $2.2 million. Net cash
used in investing activities include $10.3 million related to the construction
of a parking garage in Hammond. Completion of the garage is expected in the
second quarter of 2004. With the pending sale to Harrahs, the Company is not
planning any new major capital expenditure projects at this time. 10




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As of May 10, 2004, the Company had long-term debt outstanding of
approximately $534.0 million related to its 8.625% Senior Subordinated Notes,
due 2009. The first call date on these Notes is in May 2004. The Company
does not intend to take any action at that time. In addition, as of May 10, 2004 the Company had $81.2 million of
availability on its Credit Facility. The Credit Facility will be further
reduced by $40.6 million on June 30, 2004 and will expire on September 30,
2004. There are no amounts currently outstanding on the Credit Facility, nor
does the Company anticipate any more borrowings prior to its expiration in
September 2004. Due to the pending sale to Harrahs, no efforts have been made
to extend the Credit Facility beyond its expiration. The Company believes that cash and cash equivalents on hand and cash flow
from operations will be adequate to meet existing debt service obligations and
capital expenditure commitments for the next twelve months. If the sale to
Harrahs does not occur, the Company will explore all of its refinancing
alternatives, including the possible redemption of all or part of its Senior
Notes. The Company has no off balance sheet financing. Factors Affecting Future Operating Income In early May 2004, a competitor expanded their casino at a horse racetrack
facility in Bossier City, Louisiana, adding 500 additional slot machines. This
additional market capacity could negatively impact results at Bossier City. 11




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Item 3. Quantitative and Qualitative Disclosure About Market Risk. As of March 31, 2004 there were no material changes to the information
incorporated by reference in Item 7A of the Companys Annual Report on Form
10-K for the fiscal year ended December 31, 2003. 
 Item 4. Controls and Procedures. The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in the Companys Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commissions rules and forms,
and that such information is accumulated and communicated to the Companys
management, including its Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired
control objectives, and management necessarily is required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures. The Company carried out an evaluation, under the supervision and with the
participation of the Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
Companys disclosure controls and procedures as of the end of the period
covered by this report. Based on the foregoing, the Companys Chief Executive
Officer and Chief Financial Officer concluded that the Companys disclosure
controls and procedures were effective. There have been no significant changes in the Companys internal controls
or in other factors that have materially affected, or are reasonably likely to
materially affect, the Companys internal controls over financial reporting
during the Companys most recent fiscal quarter. 12




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##### Table of Contents



PART II OTHER INFORMATION 
 Item 1. Legal Proceedings. In 1996, legislation was passed in Louisiana authorizing each parish
Police Jury, including the Bossier Police Jury, the governing body of Bossier
Parish, to impose a boarding fee of $0.50 per patron entering riverboat gaming
facilities in Bossier Parish. In response to this legislation, Horseshoe
Bossier City commenced litigation against the Bossier Police Jury, asserting
that the Bossier Police Jury had previously contracted away their right to
impose an additional $0.50 boarding fee. In January 1997, Horseshoe Bossier
City separately settled with the Bossier Police Jury, and the lawsuit was
dismissed as it relates to Horseshoe Bossier City and the Bossier Police Jury.
As part of the settlement, Horseshoe Bossier City agreed to pay a 1% tax on its
gross casino revenues to Bossier Parish with a minimum annual payment of $1.5
million regardless of actual revenue. Subsequently, legislation was passed
increasing the maximum amount the Bossier Police Jury could collect to $3.00
per person boarding gaming boats in Bossier City. On July 5, 2001, James
Wellborn and Charles J. Nickel filed a lawsuit in the 26th Judicial Court
(Bossier Parish) against the Municipality of Bossier City, Louisiana asking the
Court to (i) order the City to collect a $3.00 per person boarding fee from
Horseshoe Bossier City, (ii) invalidate a contract fixing the amount paid by
Horseshoe Bossier City to Bossier Parish as opposed to a per person boarding
fee and (iii) certify the suit as a class action on behalf of all citizens and
taxpayers of Bossier Parish. The Company believes the suit is without merit
and will vigorously defend itself in the action, including the validity of the
contract. In addition, Billy Brooks Hudson, among others, filed a lawsuit seeking
the exact same relief sought in the case filed by Wellborn, as described above.
The suit brought by Hudson had previously been dismissed. However, in August
2002, the Louisiana Court of Appeals found that Billy Brooks Hudson, among
others, have the right as taxpayers to prosecute a suit against the City of
Bossier and others, seeking the same relief sought in the case filed by
Wellborn on July 5, 2001. Accordingly, the Louisiana Court of Appeals directed
that the trial court reinstate in the 26th Judicial District Court, Bossier
Parish Louisiana, the previously dismissed case of Hudson et.al. v. City of
Bossier et.al. In March 2004 the trial court found in favor of the defendants
and dismissed the matter. 13




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##### Table of Contents



Item 6. Exhibits and Reports on Form 8-K. ExhibitNumber
    
    Description3.1 (a)
    
    Certificate of Incorporation of Horseshoe Gaming Holding Corp.3.2 (a)
    
    By-laws of Horseshoe Gaming Holding Corp.31.1 (b)
    
    Certification of Jack B. Binion, Chief Executive Officer, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2 (b)
    
    Certification of Kirk C. Saylor, Chief Financial Officer, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1 (b)
    
    Certification of Jack B. Binion, Chief Executive Officer,
pursuant to 18 United States Code Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2 (b)
    
    Certification of Kirk C. Saylor, Chief Financial Officer,
pursuant to 18 United States Code Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   (a)
    
    Filed as an Exhibit to Horseshoe Gaming Holding Corp.s Form
S-4 Registration Statement filed on June 15, 1999.(b)
    
    Included herein. Reports onForm 8-Kfiled during the quarter: None. 14




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SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized. HORSESHOE GAMING HOLDING CORP.a Delaware corporationDate: May 10, 2004
    By:
    /s/ Kirk C. SaylorKirk C. SaylorChief Financial Officer and Treasurer

(Principal Financial and Accounting Officer) 15




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Index to Exhibits ExhibitNumber
    
    Description3.1 (a)
    
    Certificate of Incorporation of Horseshoe Gaming Holding Corp.3.2 (a)
    
    By-laws of Horseshoe Gaming Holding Corp.31.1 (b)
    
    Certification of Jack B. Binion, Chief Executive Officer, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.31.2 (b)
    
    Certification of Kirk C. Saylor, Chief Financial Officer, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.32.1 (b)
    
    Certification of Jack B. Binion, Chief Executive Officer,
pursuant to 18 United States Code Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2 (b)
    
    Certification of Kirk C. Saylor, Chief Financial Officer,
pursuant to 18 United States Code Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   (a)
    
    Filed as an Exhibit to Horseshoe Gaming Holding Corp.s Form
S-4 Registration Statement filed on June 15, 1999.(b)
    
    Included herein.