-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FW1wLCxwbgP0flQirVVDa7gQHO2ZLN26qYH0TjFc02oL/BjUsNiLDlmxSCU+ANic 9Teocye7tw5Z23ThhyMOAg== 0000950131-96-003090.txt : 19960701 0000950131-96-003090.hdr.sgml : 19960701 ACCESSION NUMBER: 0000950131-96-003090 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 10 FILED AS OF DATE: 19960628 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASINO AMERICA INC CENTRAL INDEX KEY: 0000863015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 411659606 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-02610 FILM NUMBER: 96587900 BUSINESS ADDRESS: STREET 1: 711 WASHINGTON LOOP STREET 2: 2ND FLR CITY: BILOXI STATE: MS ZIP: 39530 BUSINESS PHONE: 6014367000 MAIL ADDRESS: STREET 2: 711 WASHINGTON LOOP CITY: BILOXI STATE: MS ZIP: 39530 FORMER COMPANY: FORMER CONFORMED NAME: ANUBIS II CORP DATE OF NAME CHANGE: 19600201 S-3/A 1 AMENDMENT NO. 2 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 1996 REGISTRATION NO. 333-2610 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------ CASINO AMERICA, INC. (Exact name of registrant as specified in its charter) DELAWARE 41-1659606 (State of Incorporation) (I.R.S. Employer Identification Number) 711 WASHINGTON LOOP BILOXI, MISSISSIPPI 39530 (601) 436-7000 (Address, including zip code, and telephone number, including area code, of principal executive offices of the registrant) ------------ ALLAN B. SOLOMON EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL 2200 CORPORATE BOULEVARD, N.W. BOCA RATON, FLORIDA 33431 (407) 995-6660 (Name, address, including zip code, and telephone number, including area code, of agent for service for the registrant) ------------ Copies to: PAUL W. THEISS MAYER, BROWN & PLATT 190 SOUTH LASALLE STREET CHICAGO, ILLINOIS 60603 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] . If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [_] . If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT MAXIMUM OFFERING MAXIMUM TITLE OF EACH CLASS OF TO BE PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------- Common Stock, $.01 par value... 4,296,085 shares $5.875 $25,239,499.38 $8,703.28
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ +INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A + +REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE + +SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY + +OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT + +BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR + +THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE + +SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE + +UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF + +ANY SUCH STATE. + ++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++ SUBJECT TO COMPLETION, DATED JULY , 1996 CASINO AMERICA, INC. 4,296,085 SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF RIGHTS Casino America, Inc. (the "Company" or "Casino America") has issued to the holders of record (each a "Holder") of its Common Stock, $.01 par value ("Common Stock"), as of March 15, 1996 (the "Record Date"), other than Bernard Goldstein and certain members of his family (the "Goldstein Family"), rights ("Rights") entitling the Holders to subscribe for an aggregate of 2,807,419 shares of Common Stock. The Company has also issued to (i) the former holders of certain debt secured by liens on the Grand Palais Riverboat (as herein defined) (the "Grand Palais Secured Debt Holders") who received shares of Common Stock in connection with the Grand Palais Acquisition (as herein defined) rights to purchase 574,200 shares of Common Stock in respect of the shares of Common Stock issued in connection with such acquisition, (ii) Crown Casino Corporation ("Crown Casino") rights to purchase 472,120 shares of Common Stock in respect of shares of Common Stock issued to Crown Casino in connection with the SCGC Acquisition (as herein defined), (iii) Crown Casino rights to purchase 212,666 shares of Common Stock in respect of two Warrants to Purchase Common Stock held by Crown Casino, and (iv) various individuals either presently or formerly affiliated with the Edward J. DeBartolo Corporation (the "DeBartolo Warrantholders") rights to purchase 229,680 shares of Common Stock in respect of six Warrants issued to such persons on February 22, 1993. Except as otherwise noted, for purposes of this Prospectus the term "Holder" includes the Grand Palais Secured Debt Holders, Crown Casino and the DeBartolo Warrantholders, and the term "Rights" includes the rights referred to in the preceding sentence. Each Holder has been issued 0.2552 of a Right for each share of Common Stock held by such Holder on the Record Date, or with respect to the Grand Palais Secured Debt Holders and Crown Casino, for the shares and warrants held by them as described above, on May 3, 1996, or with respect to the DeBartolo Warrantholders, for the warrants held by them on the Record Date. Each Right entitles the Holder to purchase one share of Common Stock at a subscription price equal to $5.875 per share (the "Subscription Price"), subject to certain limitations. The Rights are not transferable and will expire on July 26, 1996 at 5:00 p.m., New York City time (the "Expiration Date"). The purpose of the issuance of the Rights (the "Offering") was to provide the shareholders of the Company (including the Grand Palais Secured Debt Holders and Crown Casino) other than the Goldstein Family the opportunity to preserve their proportionate interest in the Common Stock of the Company at approximately the same level as if the March 11, 1996 purchase of 1,020,940 shares of Common Stock by the Goldstein Family had occurred as part of a pro rata purchase of Common Stock by all shareholders of the Company (including the Grand Palais Secured Debt Holders and Crown Casino). (See "Rights Offering-- Background and Purpose of the Offering.") The Common Stock is traded in the Nasdaq National Stock Market under the symbol "CSNO." On June 26, 1996, the last reported sale price of the Common Stock on the Nasdaq National Stock Market was $8.00 per share. SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. - ----------------------------------------------------------------------------- - -----------------------------------------------------------------------------
SUBSCRIPTION UNDERWRITING PROCEEDS TO PRICE DISCOUNT THE COMPANY(1) - ----------------------------------------------------------------------------- Per Share........................ $5.875 None $5.875 - ----------------------------------------------------------------------------- Total............................ $25,239,499.38 None $25,239,499.38 - ----------------------------------------------------------------------------- - -----------------------------------------------------------------------------
(1) Before deducting expenses payable by the Company estimated at $125,000. ----------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURI- TIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------- The Date of this Prospectus is July , 1996 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Reports, proxy material and other information concerning the Company can be inspected and copied at the office of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its regional offices, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661 and Seven World Trade Center, New York, New York 10048. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. The Company has filed with the Commission a registration statement on Form S-3 (together with all amendments and exhibits, the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Common Stock offered hereby. This prospectus ("Prospectus"), which constitutes a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement and the exhibits and schedules thereto, certain items of which are contained in exhibits to the Registration Statement as permitted by the rules and regulations of the Commission. Statements made in this Prospectus as to the content of any contract, agreement or other document referred to are not necessarily complete. With respect to each such contract, agreement or other document filed as an exhibit to the Registration Statement, reference is made to the Registration Statement, which may be inspected and copied in the manner and at the sources described above. INCORPORATION BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated herein by reference (File No. 0-20030): (1) The Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1995. (2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 1995, October 31, 1995 and January 31, 1996 (as amended by amendment thereto dated June 4, 1996). (3) The Company's Current Report on Form 8-K, dated May 17, 1996 (as amended by amendments thereto dated June 4, 1996 and June 28, 1996) (Date of earliest event reported: May 3, 1996). All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering made hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof. Any statement contained in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes any such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person, including any beneficial owner of Common Stock, to whom this Prospectus is delivered, on the request of such person, a copy of any of the foregoing documents incorporated herein by reference (other than the exhibits to such documents unless such exhibits are specifically incorporated by reference into such documents). Written or telephone requests should be directed to Casino America, Inc. at its principal executive offices, 711 Washington Loop, Biloxi, Mississippi 39530, Attention: Chief Financial Officer (telephone number (601) 436-7000). 3 THE COMPANY Casino America is a leading developer, owner and operator of dockside and riverboat casinos and related facilities in the United States. All of the Company's properties are based on a tropical island theme and operate under the "Isle of Capri Casino" name. The Company currently owns and operates dockside casinos in Biloxi and Vicksburg, Mississippi (the "Isle-Biloxi" and the "Isle-Vicksburg"), a dockside riverboat casino in Bossier City, Louisiana (the "Isle-Bossier City") and two riverboat casinos and related facilities and amenities on a site one mile from Lake Charles, Louisiana (the "Isle-Lake Charles"). The Company's 50% partner in Louisiana Riverboat Gaming Partnership ("LRGP") beneficially owns 50% of the Isle-Bossier City and 25% of one of the two riverboats at the Isle-Lake Charles. The other riverboat at the Isle-Lake Charles (the "Grand Palais Riverboat") was purchased by the Company on May 3, 1996 and is scheduled to begin operations as part of a two-riverboat operation at the site of the Isle-Lake Charles in July 1996. Shreveport/Bossier City is currently the closest casino gaming market to the Dallas/Ft. Worth, Texas metropolitan area. Lake Charles is currently the closest casino gaming market to the Houston, Texas metropolitan area. The Company also owns and operates Pompano Park, a harness racing track in Pompano Beach, Florida, midway between Miami and West Palm Beach off of Interstate 95. RECENT DEVELOPMENTS Earnings Announcement On June 18, 1996, the Company announced its results for the fourth quarter and fiscal year ended April 30, 1996. For the fourth quarter of fiscal 1996, the Company reported net income of $3,724,000 or $.23 per share compared to $4,704,000 or $.30 per share for the fourth quarter of fiscal 1995. For fiscal 1996, the Company reported net income of $1,555,000 or $.10 per share compared to $18,069,000 or $1.16 per share for the prior fiscal year. Hotel Joint Venture On June 18, 1996, the Company entered into a letter of intent to form a joint venture (the "Hotel Joint Venture") with H.I. Development Corporation ("H.I. Development") and certain of its affiliates. The purpose of the Hotel Joint Venture would be to develop, own and operate hotel properties adjacent to the Isle-Bossier City and the Isle-Lake Charles and, in the event the Company elects to develop a casino, in Cripple Creek, Colorado. As currently contemplated, each of the Company and H.I. Development would contribute approximately $10 million in assets (including cash and/or property) to the Hotel Joint Venture, to be used for the development of hotels at such locations by the Hotel Joint Venture. Grand Palais Acquisition On May 3, 1996, the Company purchased all of the outstanding shares of common stock of Grand Palais Riverboat, Inc. ("GPRI"), owner of the Grand Palais Riverboat and related assets, in a bankruptcy proceeding under Chapter 11 of the United States Bankruptcy Code (the "GPRI Acquisition"). Pursuant to the Plan of Reorganization adopted in such bankruptcy proceeding, the Company purchased 100% of the shares of the reorganized GPRI, which at the time of closing owned the Grand Palais Riverboat, gaming equipment, certain other furniture, fixtures and equipment, all necessary gaming licenses issued by the State of Louisiana, and other permits and authorizations. The aggregate consideration paid by the Company in connection with the Grand Palais Acquisition was approximately $62 million, consisting of cash in the amount of approximately $8.4 million, approximately $37 million of promissory notes and assumed indebtedness, and 2,250,000 shares of Common Stock, and warrants to purchase an additional 500,000 shares of Common Stock at an exercise price of $10.00 per share, to the Grand Palais Secured Debt Holders. The Company intends to operate the Grand Palais Riverboat as part of a two- riverboat operation sharing a single land-based facility, to be managed by the Company's management subsidiary. Because the Company owns 100% of the Grand Palais Riverboat and owns 75% of the other riverboat at the Isle-Lake Charles (of which a 4 25% interest is owned through the Company's interest in LRGP), the Company and its partner in LRGP have agreed to a joint operating arrangement for the two riverboats that effectively pools revenues and expenses for the two riverboats. The Grand Palais Riverboat is expected to begin operations at the site of the Isle-Lake Charles in July 1996, subject to the receipt of certain permits. SCGC Acquisition On May 3, 1996, the Company purchased from Crown Casino a 50% interest in SCGC (the other 50% of which is owned by LRGP) in exchange for 1,850,000 shares of the Company's Common Stock, a warrant to purchase an additional 416,667 shares of Common Stock of the Company at an exercise price of $12.00 per share (the "New Crown Warrant") and the restructuring of certain indebtedness owed to Crown Casino (the "SCGC Acquisition"). RISK FACTORS The securities described herein involve a high degree of risk. Prior to deciding whether or not to exercise the Rights, each Holder should consider carefully all the information contained in this Prospectus, especially the factors described in the following paragraphs. LOCAL OPTION REFERENDUM REGARDING CONTINUATION OF LEGALIZED GAMING IN LOUISIANA On April 19, 1996, the Louisiana legislature approved legislation mandating local option elections on a parish-by-parish basis to determine whether to prohibit or continue to permit three individual forms of gaming in Louisiana. The referendum is scheduled to be brought before the Louisiana voters on a parish-by-parish basis at the time of the 1996 presidential election (November 5, 1996) and will determine whether each of the following forms of gaming will be prohibited or permitted: (i) the operation of video draw poker devices in each parish; (ii) the conduct of riverboat gaming in each parish that is contiguous to a statutorily designated river or waterway; and (iii) the conduct of land-based casino gaming operations in Orleans Parish. Accordingly, on November 5, 1996, it is expected that voters in Bossier Parish (the site of the Isle-Bossier City) and Calcasieu Parish (the site of the Isle-Lake Charles) will be voting "yes" or "no" on the following proposition (and in appropriate parishes, as to similar propositions regarding land-based casino gaming and video draw poker devices): "Within [name of parish], shall riverboat gaming activities be permitted?" The legislation requires a majority of the votes cast on such proposition to be cast in favor of a particular form of gaming in order to continue that form of gaming in the affected parish. Accordingly, the continuation of gaming activities at the Isle-Bossier City requires such approval from a majority of voters in Bossier Parish voting on such proposition and the continuation of gaming activities at the Isle-Lake Charles requires such approval from a majority of voters voting on such proposition in Calcasieu Parish. In the event that the riverboat gaming proposition is defeated in a parish, the legislation permits a licensee operating therein to continue operations in that parish through the expiration of its current license. The current license of the Isle-Bossier City expires in December 1998, and the two licenses of the Isle-Lake Charles expire in March 1999 and May 2001, respectively. Alternatively, a licensee operating in a parish where riverboat gaming is defeated may seek permission to relocate its vessel and license to a parish where the continuation of riverboat gaming has been approved, if any (excluding certain portions of Lake Ponchartrain). The discontinuation of riverboat gaming in Bossier Parish or Calcasieu Parish would have a material adverse effect on the Company, may affect the ability of the Company to make interest payments on its indebtedness when due or repay the principal thereof on its maturity date and may have a material adverse effect on the price of the Common Stock. In the event that the continuation of riverboat gaming is not approved in the November 5, 1996 election in either Bossier Parish or Calcasieu Parish, there can be no assurance that the Company will be able to obtain the necessary approvals to relocate its riverboat gaming facilities at the Isle-Bossier City or the Isle- Lake Charles, as the case may be, to parishes where the continuation of riverboat gaming was approved, or 5 that any such relocation will be cost-effective for the Company. In addition, in the event that the continuation of riverboat gaming is approved in Bossier Parish or Calcasieu Parish, but not in another parish where riverboat gaming is presently conducted, licensees presently conducting riverboat gaming in such parishes may seek to relocate their operations to Bossier Parish or Calcasieu Parish, leading to increased competition for the Company. See "-- Competition." In addition, the Indenture relating to the Company's outstanding First Mortgage Notes provides that in the event that riverboat gaming is disapproved in Calcasieu Parish, the Company will be required to dedicate any excess cash flow (as defined) generated by GPRI to the future redemption of such First Mortgage Notes, and such cash will accordingly not be available to the Company for any other purpose. In addition, the Company has agreed with the State of Louisiana to hold excess cash flow (as defined) generated by GPRI during its first six months of operation in a special escrow account. VOLATILITY OF STOCK PRICE The trading price of the Common Stock has been and could continue to be subject to wide fluctuations, based upon, among other things, quarter-to- quarter variations in the Company's operating results, the success or failure of the Company's efforts to expand into additional venues and investor opinions with respect to the gaming industry. The market prices of securities of companies whose future operating results are highly dependent on specific developments such as the passage or defeat of particular legislation are often particularly volatile, such as that described above under "Local Option Referendum Regarding Continuation of Legalized Gaming in Louisiana." In addition, the stock market generally, and the gaming industry in particular, have experienced extreme price and volume fluctuations, in a manner which has often been unrelated to the operating performances of individual companies. A shift in investor interest away from gaming industry stocks could adversely affect the trading price of the Common Stock in a manner unrelated to the Company's operating performance. See "Description of Common Stock--Common Stock Market Price Information." COMPETITION General. Competition in the gaming industry is intense in the markets where the Company operates gaming facilities. As new gaming opportunities arise in existing gaming jurisdictions, in new gaming jurisdictions and on Indian-owned lands, new or expanded operations by others can be expected to increase competition for the Company's existing and future operations and could limit new opportunities for the Company or result in the saturation of certain gaming markets. Casino gaming does not have a long operating history in the jurisdictions where the Company operates gaming facilities and, therefore, the effects of competition in these jurisdictions cannot be predicted with any degree of certainty. Many of the Company's competitors have more gaming industry experience, are larger and have greater financial resources than the Company. As a result, increased competition could have a material adverse effect on the Company. Bossier City Operations. The Isle-Bossier City is one of three comparably sized gaming facilities currently licensed and operating in the Shreveport/Bossier City market, all of which opened between April and July 1994 and each of which has comparable amenities. The Isle-Bossier City will face increased competition from existing competitors to the extent that they add to or enhance existing amenities. In that regard, Binion's Horseshoe Casino recently broke ground on a 606-room all suites hotel at its dockside riverboat casino location in Bossier City. In addition to existing competition, the granting of additional gaming licenses in the Shreveport/Bossier City market or the relocation of existing licenses to that market from elsewhere in the State of Louisiana would increase competition for the Isle-Bossier City. In that regard, Casino Magic Corp. was recently granted a license to operate a gaming facility in the Shreveport/Bossier City market, which facility is expected to be located less than 1/2-mile from the site of the Isle-Bossier City. In addition, the Company believes that Binion's Horseshoe Casino will seek approval to obtain a license to operate a riverboat casino in the Shreveport/Bossier City market, making it likely in management's opinion that at least a fifth dockside riverboat casino (operated by Binion's Horseshoe Casino or another operator) eventually will be operating in the Shreveport/Bossier City market, where only three currently operate. Moreover, the legalization of casino gaming in Texas or Arkansas would have a material adverse effect on the Isle-Bossier City. 6 Lake Charles Operations. The Isle-Lake Charles is one of two licensed riverboat gaming facilities operating in the Lake Charles, Louisiana market. The Isle-Lake Charles' riverboat competitor, Players International, operates two riverboats from a single location, with a 134-room hotel facility on its site, in the City of Lake Charles approximately two miles from the site of the Isle-Lake Charles. In addition, a land-based, Indian-owned casino with approximately 68,500 square feet of gaming space is operating in Kinder, Louisiana, approximately 35 miles to the northeast of the Isle-Lake Charles. Riverboats in the Lake Charles market are subject to cruising requirements, which makes a land-based casino more desirable to many gaming customers. Upon the opening of the Grand Palais Riverboat, each of Players International and the Company will hold two gaming licenses and operate two riverboats from a single facility. (Louisiana, unlike certain other jurisdictions, does not permit license holders to operate a second boat out of the same location without a gaming license for each boat.) However, because of a limited operating history at the Isle-Lake Charles with a temporary land-based pavilion, because only one riverboat has operated at the site of the Isle-Lake Charles and because the Grand Palais Riverboat has not begun operation at the site of the Isle-Lake Charles, the Company's expectations regarding such operation are not based on historical operating results. In addition to existing competition, the granting of additional gaming licenses in the Lake Charles market or the relocation of existing licenses from elsewhere in the State of Louisiana to that market would increase competition for the Isle-Lake Charles. Moreover, the legalization of casino gaming in Texas would have a material adverse effect on the Isle-Lake Charles. See "--Legislative and Regulatory Considerations." Biloxi Operations. Twelve gaming facilities (including the Isle-Biloxi), with an aggregate of approximately 560,000 square feet of casino floor space, are currently operating along the Mississippi Gulf Coast. Eight facilities are located in Biloxi and collectively account for approximately 360,000 square feet of casino floor space. Two of the other four facilities are located in Gulfport, approximately 10 miles from Biloxi, and the other two are located in Bay St. Louis and Waveland, each approximately 30 miles from Biloxi. Because Mississippi law does not limit the number of gaming licenses that may be granted, there may be increases in the number of gaming facilities along the Mississippi Gulf Coast and the surrounding areas, which could have a material adverse effect on the Isle-Biloxi. Mirage Resorts, Inc. has announced plans and received a gaming license to open a "Golden Nugget" casino and resort complex in Biloxi, at a site approximately two miles from the Isle-Biloxi, in late 1997. In addition, an "Imperial Palace" casino is currently being built and will be located on the Back Bay in Biloxi, approximately three miles from the Isle-Biloxi. Both such facilities are expected to include substantial hotel developments. Certain existing and future competitors have more extensive financial resources than does the Company. Intense competition on the Mississippi Gulf Coast has contributed to the closure of two gaming facilities in that area and two others are operating under bankruptcy protection. In addition, the legalization of casino gaming in Alabama would increase competition for, and could have a material adverse effect on, the Isle-Biloxi. Vicksburg Operations. The Isle-Vicksburg is one of four gaming facilities currently operating an aggregate of approximately 105,000 square feet of casino floor space in the Vicksburg area. The Isle-Vicksburg is the second largest casino in the Vicksburg area. Two competitors have hotels at their sites and the competitor closest to the Isle-Vicksburg has a hotel within 1/2 mile of its casino. (The Isle-Vicksburg does not contain a hotel, but operates a 67-space recreational vehicle park located 1/2 mile from its facilities). Other local casino competition includes one gaming facility in Natchez, Mississippi (approximately 60 miles south of Vicksburg and 80 miles southwest of Jackson); two gaming facilities, with another under construction, in Greenville, Mississippi (approximately 80 miles north of Vicksburg and 90 miles northwest of Jackson); and a land-based, Indian-owned casino near Philadelphia, Mississippi (approximately 115 miles northeast of Vicksburg and 70 miles northeast of Jackson). Because the Mississippi Act does not limit the number of gaming licenses that may be granted, there may be increases in the number of gaming facilities in Vicksburg and elsewhere in counties bordering the Mississippi River, which could have a material adverse effect on the Isle- Vicksburg. While the Mississippi statutes specify that gaming may only be held on the Mississippi River and on navigable waters within counties bordering the Mississippi River, several controversies have arisen concerning the exact permissible locations of casinos within this statutory language. Specifically, there have been several attempts to expand gaming as far east of the Mississippi River as possible. It is likely that these controversies and efforts to expand gaming east of 7 the Mississippi River will continue. In the event sites are approved in the eastern part of Warren County, in which the Isle-Vicksburg is located, the Isle-Vicksburg could be adversely affected. LEVERAGE AND DEBT SERVICE The Company anticipates that it will need to make significant capital investments with respect to its current operations in order for those facilities to remain competitive with existing and expected new competitors in their markets. The ability of the Company to make such capital investments, meet its debt service requirements and engage in various significant corporate transactions that may be important to its business will be dependent upon its future operating performance, which is subject to financial, economic, competitive, regulatory and other factors affecting the Company, many of which are beyond the Company's control. While the Company expects that its cash flow from operations will be sufficient to cover its expenses, including interest expense, there can be no assurance with respect thereto. If the Company is unable to generate sufficient cash flow, it could be required to adopt one or more alternatives, such as reducing or delaying planned capital expenditures, selling assets, restructuring debt or obtaining additional capital. There can be no assurance that any of such alternatives will be feasible on satisfactory terms, and resorting to such alternatives could impair the Company's competitive position and reduce its future cash flow. The Indenture relating to the Company's outstanding First Mortgage Notes contains certain restrictions which may limit the Company's ability to make capital expenditures. In addition, the highly leveraged position of the Company may adversely affect its ability to obtain additional debt or equity financing to make investments in its current operations or to pursue future gaming opportunities. See "--Potential Need for Additional Financing." LEGISLATIVE AND REGULATORY CONSIDERATIONS Texas and Alabama Legalization Risks. Casino gaming is currently prohibited in several jurisdictions adjacent to Louisiana and Mississippi. As a result, residents of these jurisdictions, principally Texas and Alabama, comprise a significant portion of the customers of the Isle-Bossier City and the Isle- Lake Charles (in the case of Texas) and the Isle-Biloxi (in the case of Alabama). Although casino gaming is not currently permitted in Texas and the Texas Attorney General has issued an opinion that gaming in Texas would require an amendment to the Texas Constitution, the Texas legislature has considered various proposals to authorize casino gaming. No gaming legislation was enacted in the most recent legislative session ended May 29, 1995. A constitutional amendment would require a two-thirds vote of those present and voting in each house of the Texas legislature and approval by the electorate in a referendum. The legalization of casino gaming in Texas at or near the primary market areas of the Isle-Bossier City or the Isle-Lake Charles, including the Dallas/Ft. Worth and Houston areas, would have a material adverse effect on the Company. Casino gaming is currently illegal in Alabama due to a constitutional prohibition against lotteries. Several attempts have been made to pass a resolution of the Alabama legislature providing for a statewide referendum on the repeal of the pertinent section of the Alabama Constitution prohibiting lotteries (and thereby gaming). This action would require a three-fifths vote of each house of the legislature, followed by a statewide referendum. Both the Governor and the Attorney General of Alabama have stated their opposition to legalized casino gaming, even though pari-mutuel wagering and limited charitable bingo exist within the state. The legalization of casino gaming in Alabama would have a material adverse effect on the Isle-Biloxi, both because the Mobile metropolitan area is a major market for the Isle-Biloxi and because a substantial portion of the Isle-Biloxi's customers are residents of areas east of Mobile, including Florida and Georgia, and pass through the Mobile area when traveling to Biloxi. Expansion of Louisiana Gaming Activities and Possible Relocation of Existing Licenses. Current Louisiana law limits to 15 the number of riverboat casino licenses that may be granted. Four licenses have been allocated to the Shreveport/Bossier City market (including the license allocated to the Isle- Bossier City) and four licenses have been allocated to the Lake Charles market (including the two licenses allocated to the Isle-Lake Charles); the Shreveport/Bossier City market is comprised of two parishes. Under current Louisiana law, up to six licenses may be granted to riverboats operating from any one parish. There can be no assurance that future Louisiana legislation (or any judicial determination) will not increase the total number of authorized riverboat 8 casino licenses or the number of licenses permitted in any parish. In addition, even without a change in Louisiana law increasing the number of authorized riverboat casino licenses, existing licenses may be relocated to other markets within Louisiana. Management believes that the relative success of gaming operations in the Shreveport/Bossier City and Lake Charles markets, as compared to other Louisiana markets, may increase the possibility that existing licenses may be relocated. In addition, existing licenses in other markets may be relocated to these markets in the event that local parishes do not permit riverboat gaming to continue in such parishes. See "--Local Option Referendum Regarding Continuation of Legalized Gaming in Louisiana." However, the relocation of existing licenses to another parish or of riverboats within the same parish may be restricted by a constitutional amendment to be submitted to a vote in Louisiana on September 21, 1996, which seeks to require, among other things, a local parish-wide election to approve, by a majority of those voting on the matter, the licensing of any additional riverboats in a parish with existing licensed riverboats or relocating any operating riverboat to a different berth in the same parish. Limitation on New Gaming Venues. The Company intends to continue to pursue potential gaming opportunities in states that have not yet legalized gaming. The availability of new gaming opportunities is largely dependent on the legalization of gaming in new jurisdictions; however, gaming is prohibited throughout most of the United States and the recent trend toward legalization has slowed and may continue to do so. There can be no assurance that legislation to legalize gaming will be enacted or that gaming will be permitted in any other states. No assurance can be given that attractive opportunities to develop new operations will be available to the Company. Nevertheless, due to the severe competition for potential new gaming opportunities it is often necessary to commit resources before there can be any assurance that gaming will be legalized at all or on terms that will enable the Company to benefit from its activities and investments. Accordingly, the Company may need to make investments which do not ultimately yield a gaming opportunity. Need to Renew Licenses and Adverse Changes in Laws and Regulations. The Company must obtain a gaming license for each location at which it operates a casino facility. Generally, such licenses are for a fixed term and are subject to renewal periodically. Licenses in Mississippi are issued for a two-year terms and new licenses must be obtained at the end of such terms. Licenses in Louisiana are issued for an initial five-year term with annual renewals thereafter. The Company and each of its officers, directors, managers and principal stockholders are subject to strict scrutiny and approval by the gaming regulatory bodies of each jurisdiction in which the Company conducts or seeks to conduct gaming operations. The issuance of a gaming license is considered a privilege, not a right, and gaming licenses are subject to suspension, limitation or revocation if regulatory requirements are not met. In addition to licenses from state gaming regulatory agencies, casino operations also typically require various local governmental approvals and riverboats require Federal and state environmental approvals and approvals relating to operations in navigable waters. The Company's license to operate the Isle-Bossier City will expire in December 1998; the Company's license to operate the Isle-Biloxi will expire in April 1998; the Company's license to operate the Isle-Vicksburg will expire in February 1997; and the Company's licenses to operate the two riverboats constituting the Isle-Lake Charles will expire in March 1999 and May 2001 (assuming, with respect to the latter, that the Grand Palais Riverboat opens in Lake Charles in July 1996). The loss or suspension of any present or future gaming license held by the Company, the failure to obtain a gaming license from any state in which the Company plans to open a gaming facility in the future, or the failure to obtain a new license or the renewal of any license would have a material adverse effect on the Company's business. In some circumstances, the loss of a license in one jurisdiction may trigger the loss of a license or affect eligibility for a license in another jurisdiction. Recent Changes in Louisiana Regulatory Structure. In May 1996, the regulatory oversight of riverboat gaming was transferred to the Louisiana Gaming Control Board (the "Gaming Board"). The Gaming Board, once constituted, will oversee all licensing matters for riverboat casinos, the land-based casino in New Orleans, video poker, and certain aspects of Indian gaming. The Gaming Board will be composed of nine voting members appointed by the governor, with six members constituting a quorum. As of June 27, 1996, a quorum of members had yet to be appointed to the Gaming Board. The licenses of approximately 25 key employees of the Grand Palais Riverboat must be approved by the Gaming Board. In addition, the Gaming Board must formally authorize the commencement of gaming on the Grand Palais Riverboat after the Louisiana State Police has approved 9 gaming on the Grand Palais Riverboat pursuant to a "mock cruise" during which the gaming equipment, surveillance equipment and other aspects of the riverboat are tested. There can be no assurance that a quorum of the Gaming Board will be appointed, or that when appointed, that it will grant final approval of the key employees of the Grand Palais Riverboat or permit gaming operations. Any failure by the Gaming Board to grant such final approvals would have a material adverse effect on the Company. Effect on Holders of Common Stock. State gaming authorities, including those in Mississippi and Louisiana, typically have discretionary authority to require a holder of common stock to file an application, to be investigated and to be found suitable as an owner or landlord of a gaming establishment. The gaming laws and regulations of other jurisdictions in which the Company may seek or obtain licenses may also contain restrictions on the ability of a person or group to acquire or hold such securities or may require regulatory approval. In addition, the federal Merchant Marine Act of 1936 and the federal Shipping Act of 1916 and applicable regulations thereunder contain provisions designed to prevent persons who are not citizens of the United States, as defined therein, from holding in the aggregate more than 25% of the outstanding shares of Common Stock. While individual holders of Common Stock beneficially owning an interest of less than 5% in a licensee will generally not be required to be investigated and found suitable, these gaming authorities retain the discretion to require an investigation and a finding of suitability for any reason. Each holder of Common Stock will be deemed to have agreed (to the extent permitted by law) that if the relevant gaming authorities determine that the holder or beneficial owner of such securities must be found suitable under applicable law, and if such holder or beneficial owner is not found suitable, such holder will, upon the request of the Company, dispose of such holder's securities within 30 days after receipt of such request or within the time prescribed by the applicable gaming authorities, whichever is earlier. Any holder of Common Stock required to apply for a finding of suitability would be required to pay all investigative fees and costs of the gaming authorities in connection with the investigation. CONSTRUCTION AND DEVELOPMENT RISKS Construction and development projects, such as any future hotel developments or other land-based capital improvement projects that may be undertaken by the Company, either alone or pursuant to a joint venture, entail significant risks, including shortages of materials or skilled labor, unforeseen engineering, environmental and geological problems, work stoppages, weather interference and unanticipated cost increases. There can be no assurance that the Company will be able to enter into contracts for the construction of future projects or that such contracts will be on terms favorable to the Company. Moreover, the Company believes that the development of hotel facilities is important to the economic success of its properties. Unexpected development concessions required by local, state or federal regulatory authorities could involve significant additional costs and delay the scheduled opening of the planned facilities and any other facilities that the Company may seek to develop in the future. HOTEL BUSINESS AND JOINT VENTURE RISKS The Company opened a 367-room hotel facility at the Isle-Biloxi on August 1, 1995. The Company anticipates that additional hotels will need to be developed at its existing gaming facilities in order to remain competitive in those markets. The Company intends to develop additional hotels either alone or with a business partner or partners, such as in the Hotel Joint Venture. The Company has limited experience in hotel development or operations and undertaking such development, if any, will be subject to all of the risks inherent in the establishment of a new enterprise. In addition, numerous permits and approvals are required for the development of hotel projects, and no assurance can be given that such permits and approvals can or will be obtained. Although the Company may enter into management contracts with experienced hotel management companies with respect to any future hotels, there can be no assurance that such contracts will be entered into or entered into on terms favorable to the Company. Moreover, to the extent the Company undertakes to develop hotel facilities at its properties with a business partner or partners, the Company will be exposed to certain risks inherent in joint ventures. The Company has expanded its operations in the past into new venues by entering into joint venture relationships, such as the LRGP and SCGC joint ventures. In any future joint venture 10 arrangement, the Company may not have authority to control or make unilateral decisions with respect to the activities of such joint venture. As a result, any management dispute between the Company and any joint venture partner, or any financial problems of the joint venture partner, may have a material adverse effect on any such joint venture project and, accordingly, on the Company's business. LOSS OF FACILITIES FROM SERVICE The Company's profitability is dependent upon the operations of its riverboat casino and pavilion facilities. A gaming vessel could be lost from service due to casualty, mechanical failure or extended or extraordinary maintenance or inspection. Business activity at any location would also be adversely affected by a flood, hurricane, tornado or other severe weather conditions. Areas along the Gulf of Mexico (the site of the Isle-Biloxi), the Mississippi River (the site of the Isle-Vicksburg), the Red River (the site of the Isle-Bossier City) and the Calcasieu River (the site of the Isle-Lake Charles) are subject to severe storms and hurricanes and the Company's facilities have been closed from time to time as a result. In addition, each riverboat operated by the Company in Louisiana must hold a Certificate of Documentation and Inspection issued by the U.S. Coast Guard, the loss of which could preclude its use as a riverboat casino. A prolonged or total loss of any gaming vessel would have a material adverse effect on the Company. The Company maintains limited business interruption insurance, but the proceeds therefrom may be insufficient to compensate the Company in the event that one or more of its casinos is lost from service. EFFECT OF LOCAL ECONOMIC AND WEATHER RELATED FACTORS The Company's results of operations may be adversely affected by local economic and weather-related factors. If the local economy in a market in which the Company operates one or more casinos suffered a downturn, the casino or casinos located within that market could be adversely affected as the disposable income of consumers in that market declined, resulting in a decrease in the number of patrons at the Company's casino or casinos or a decrease in the amount that patrons are willing to wager. In addition, storms or hurricanes that destroy a large amount of personal and real property may result in patrons spending time and money cleaning up and restoring property and less time and money in the Company's casinos. DEPENDENCE ON KEY PERSONNEL The success of the Company is largely dependent upon the efforts and skills of a few key executive officers. The loss of the services of any of such key executive officers could have a material adverse effect on the Company. There can be no assurance that the Company would be able to attract and hire suitable replacements in the event of any such loss of services. The Company does not maintain "key man" life insurance on any of its employees. DIFFICULTY IN ATTRACTING AND RETAINING QUALIFIED EMPLOYEES The operation of the Company's business requires qualified executives, managers and skilled employees with gaming industry experience. Increasing competition in the Company's markets is expected to lead to higher costs in order to retain and attract qualified employees. In addition, to the extent the Company enters new markets, the Company may incur higher labor costs to attract qualified employees from existing gaming facilities. The Company believes that a shortage of skilled labor exists in the gaming industry which will make it increasingly difficult and expensive to attract and retain qualified employees. While the Company believes that it will be able to attract and retain qualified employees, there can be no assurance that the Company will be able to do so. POTENTIAL NEED FOR ADDITIONAL FINANCING The Company believes that it will have sufficient funds to finance its anticipated capital expenditure requirements. However, the Company is exploring, and will continue to explore, multiple projects or larger-scale 11 development activities, including projects in new markets, that may require additional debt or equity financing. The lack of sufficient financing on acceptable terms may inhibit the ability of the Company to expand into new markets or to further renovate or expand existing projects, and may put such properties or projects at a substantial competitive disadvantage with their competitors. There can be no assurance that such financing will be available given the highly leveraged position of the Company and the terms of the Indenture relating to the Company's First Mortgage Notes or, if available, that it would be available on terms satisfactory to the Company. TAXATION The Company believes that the prospect of significant additional revenue is one of the primary reasons that jurisdictions have legalized gaming. As a result, gaming companies are typically subject to significant taxes and fees in addition to normal federal and state corporate income taxes; such taxes and fees are subject to increase at any time and are not within the control of the Company. Any material increase in these taxes or fees could have a material adverse effect on the Company. RIGHTS OFFERING TERMS OF THE OFFERING The Company has issued, at no cost, to each record Holder of Common Stock as of the Record Date (together with (i) the Grand Palais Secured Debt Holders as of May 3, 1996 in respect of shares of Common Stock issued to them in connection with the Grand Palais Acquisition, (ii) Crown Casino in respect of a warrant to purchase Common Stock held by it on the Record Date and shares of Common Stock (and the New Crown Warrant) issued to it on May 3, 1996 in connection with the SCGC Acquisition and (iii) the DeBartolo Warrantholders in respect of Warrants to purchase Common Stock held by them on the Record Date), other than the Goldstein Family, 0.2552 of one Right to purchase one share of Common Stock at the Subscription Price of $5.875 for each share of Common Stock (or, in the case of Crown Casino and the DeBartolo Warrantholders, warrants to purchase Common Stock) held by such Holder on such Record Date (or, in the case of the Grand Palais Secured Debt Holders and Crown Casino, held on May 3, 1996). If a Holder of shares of Common Stock as of the Record Date was entitled to receive an aggregate number of Rights which would include a fractional Right, the number of Rights issued to such Holder has been rounded down to the nearest whole number. A Holder of Rights may purchase Common Stock through the exercise of all of such Holder's Rights, or may allow part or all of such Holder's Rights to expire unexercised. If a Holder exercises Rights for fewer than all of the whole shares of Common Stock issuable upon exercise of such Rights by such Holder, the unexercised Rights will be deemed to have lapsed. Holders of Rights will not have the opportunity to exercise Rights not exercised by another Holder to whom such Rights were issued. Holders wishing to exercise Rights should exercise such Rights in accordance with the procedures set forth below under "Method of Exercising Rights," as well as in the Rights Subscription Form. Rights are not transferable. BACKGROUND AND PURPOSE OF THE OFFERING In order to meet capital requirements for planned and ongoing transactions (including the Grand Palais Acquisition), the Goldstein Family indicated a desire to make an additional investment in the Company through the purchase of additional shares of Common Stock. The Company's Board of Directors, with Bernard Goldstein and Robert Goldstein not voting, decided to permit the Goldstein Family to make such an equity investment at $5.875 per share of Common Stock and also to permit the Company's other shareholders to make similar equity investments on a pro rata basis, at the same price, in order to give the other shareholders the opportunity to prevent dilution of their equity interests in the Company as a result of the Goldstein Family investment. At the time that the Company's Board of Directors determined to proceed with the sale of shares to the Goldstein Family and authorized the issuance of the Rights, the Company was party to definitive agreements regarding the 12 GPRI Acquisition and the SCGC Acquisition that contained restrictions on the issuance of Common Stock by the Company. The Board of Directors accordingly voted at that time to also issue Rights to the Grand Palais Secured Debt Holders and Crown Casino, contingent upon the consummation of their respective transactions, with respect to the shares of Common Stock (and, in the case of Crown Casino, the New Crown Warrant) that each was to receive. The terms of the warrants to purchase Common Stock already held by Crown Casino and the DeBartolo Warrantholders at such date permitted Crown Casino and the DeBartolo Warrantholders, respectively, to receive Rights in connection with the issuance of Rights. With respect to 684,786 shares of Common Stock being offered to Crown Casino hereby (relating to the shares of Common Stock issued to Crown Casino in connection with the SCGC Acquisition), the Company has agreed that the exercise period with respect thereto shall commence on the date the shares of Common Stock issued to it in the SCGC Acquisition are registered for resale with the Commission. The Goldstein Family purchased (the "Goldstein Family Equity Purchase") a total of 1,020,940 shares of Common Stock (approximately 0.2552 shares of Common Stock for each share of Common Stock then held by members of the Goldstein Family) at a price of $5.875 per share, for an aggregate purchase price of $5,998,022.52. The purpose of the Offering is to provide all other shareholders of the Company (including the Grand Palais Secured Debt Holders and Crown Casino) the opportunity to acquire additional shares of Common Stock to prevent dilution of their percentage ownership interest in the Company, as if the Goldstein Family Equity Purchase had occurred concurrently with a pro rata purchase of shares of Common Stock by all other shareholders of the Company (including the Grand Palais Secured Debt Holders and Crown Casino). On March 1, 1996, the date that the Board adopted resolutions authorizing the Company's officers to consummate the Goldstein Family Equity Purchase, issuing the Rights and approving the Offering, the last reported sales price of the Common Stock on NASDAQ was $5.75 per share of Common Stock. EFFECT OF OFFERING ON COMMON STOCK OWNERSHIP As a result of the terms of the Offering, shareholders (including the Grand Palais Secured Debt Holders and Crown Casino) who do not exercise their Rights in full will own, at the completion of the Offering, a smaller proportionate interest in Common Stock than they owned prior to the Offering or the Goldstein Family Equity Purchase. See "Description of Common Stock--Common Stock Market Price Information." METHOD OF EXERCISING RIGHTS Shares of Common Stock may be subscribed for pursuant to the exercise of the Rights by delivering to the Rights Agent prior to 5:00 p.m., New York City time, on the Expiration Date set forth on the cover of this Prospectus, the properly completed and executed Rights Subscription Form accompanying this Prospectus, together with payment in full of the Subscription Price for each whole share of Common Stock subscribed for pursuant to the exercise of Rights. Such payment in full must be by check or bank draft drawn upon a U.S. bank or postal, telegraphic or express money order payable to the Rights Agent. The Subscription Price will be deemed to have been received by the Rights Agent only upon (i) clearance of any uncertified check or (ii) receipt by the Rights Agent of any certified check or bank draft drawn upon a U.S. bank or of any postal, telegraphic or express money order. If paying by uncertified personal check, please note that the funds paid thereby may take at least five business days to clear. If payment is made by an uncertified check which does not clear by the Expiration Date, the attempted exercise will be invalid. Accordingly, Holders of Rights who wish to pay the Subscription Price by means of uncertified personal check are urged to make payment sufficiently in advance of the Expiration Date to ensure that such payment is received and cleared by such date and are urged to consider payment by means of certified or cashier's check or money order. The method of delivery of Rights Subscription Forms and payment of the Subscription Price to the Rights Agent will be at the election and risk of the Holder, but if sent by mail it is recommended that such Subscription Forms and payments be sent by registered mail, properly insured, with return receipt requested, and that a sufficient number of days be allowed to ensure delivery to the Rights Agent and clearance of payment, if 13 required, prior to 5:00 p.m., New York City time, on the Expiration Date. Any person exercising a Right should be sure to follow the instructions contained in the Rights Subscription Form. Failure to make timely payment or to comply with the instructions contained in the Rights Subscription Form shall constitute a forfeiture of Rights. Holders who hold shares of the Company's Common Stock for the account of others, such as banks, brokers, trustees or depositories for securities, should notify each beneficial owner of such shares as soon as possible to ascertain such beneficial owner's intentions and to obtain instructions with respect to the Rights. If the beneficial owner so instructs, the record holder should complete the Rights Subscription Form and submit it to the Rights Agent. In addition, beneficial owners should contact the record holder and request the record holder to effect transactions in accordance with the beneficial owner's instructions. THE INSTRUCTIONS CONTAINED IN THE RIGHTS SUBSCRIPTION FORM SHOULD BE READ CAREFULLY AND FOLLOWED IN DETAIL. DO NOT SEND RIGHTS SUBSCRIPTION FORMS OR PAYMENTS TO THE COMPANY. All questions concerning the timeliness, validity, form and eligibility of any exercise of Rights will be determined by the Company, whose determinations will be final and binding. The Company in its sole discretion may waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as it may determine, or reject the purported exercise of any Right. Subscriptions will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as the Company determines in its sole discretion. Neither the Company nor its agents will be under any duty to give notification of any defect or irregularity in connection with the submission of a Rights Subscription Form or incur any liability for failure to give such notification. Any questions or requests for assistance concerning the method of exercising Rights or requests for additional copies of this Prospectus or Rights Subscription Forms should be directed to the Rights Agent, Norwest Bank Minnesota, N.A. (telephone no. 1-800- - ). The Company has retained D.F. King & Co., Inc. to assist it in the distribution of documentation in connection with the Offering. RIGHTS OF SUBSCRIBERS Subscribers will have no rights as shareholders of the Company with respect to any shares of Common Stock subscribed for until and only to the extent certificates representing such shares of Common Stock are issued to them. Subscribers will not have any right to revoke their subscriptions after delivery to the Rights Agent of a completed Rights Subscription Form and any other required documents and payment. SUBSCRIPTION PROCEEDS All proceeds received by the Rights Agent with respect to the exercise of Rights will be placed in a special account maintained by the Rights Agent and disbursed by the Rights Agent to the Company from time to time after receipt. If the Offering is withdrawn or terminated without being completed for any reason, the Rights Agent will return to each subscriber, as soon as practicable, all funds received from such subscriber, together with interest thereon. DELIVERY OF CERTIFICATES Certificates for shares of Common Stock purchased pursuant to the exercise of Rights will be mailed as soon as practicable following the receipt of all required documents and payment in full of the Subscription Price due for such shares of Common Stock. 14 FEDERAL INCOME TAX CONSEQUENCES For federal income tax purposes, the issuance of Rights has not resulted, and the exercise of Rights will not result, in taxable income to Holders, and no loss will be realized if the Rights expire without exercise. The Company will realize no gain or loss on the issuance or expiration of Rights. The holding period for a share of Common Stock acquired upon exercise of a Right begins with the date of exercise. The gain or loss recognized upon a sale of that share will be capital gain or loss if the share was held as a capital asset at the time of sale and will be long-term capital gain or loss if it was held at the time of sale for more than one year. FRACTIONAL RIGHTS If a Holder of shares of Common Stock as of the Record Date was entitled to receive an aggregate number of Rights which included a fractional Right, the number of Rights issued to such Holder has been rounded down to the nearest whole number. Banks, trust companies, securities dealers and brokers that hold shares of Common Stock as nominees for more than one beneficial owner may have their Rights divided by the Rights Agent or may, upon proper showing to the Rights Agent, complete their Rights Subscription Forms on the same basis as if the beneficial owners were record holders on the Record Date. The Company reserves the right to deny any division of Rights if in its opinion the result would be inconsistent with the intent of this privilege. RIGHTS AND STOCK TRANSFER AGENT Norwest Bank Minnesota, N.A., Minneapolis, Minnesota, serves as the Company's Rights Agent in connection with the exercise of Rights and as registrar and transfer agent for the Common Stock. DESCRIPTION OF COMMON STOCK The following summarizes certain provisions of the Company's Certificate of Incorporation, as amended (the "Certificate of Incorporation"), and the Company's By-Laws (the "By-Laws"). Such summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the Certificate of Incorporation and the By-Laws, including the definitions therein of certain terms. Copies of the Certificate of Incorporation and the By-Laws are incorporated by reference as exhibits to the Registration Statement of which this Prospectus is a part. GENERAL The Certificate of Incorporation authorizes the issuance of 45,000,000 shares of Common Stock, 3,000,000 shares of Class B Common Stock, $.01 par value (the "Class B Common Stock") and 2,000,000 shares of preferred stock, $.01 par value (the "Preferred Stock"). As of March 15, 1996, 15,013,142 shares of Common Stock were issued and outstanding and no shares of Class B Common Stock or Preferred Stock were issued or outstanding. As of June 28, 1996, all issued and outstanding shares of Common Stock are, and upon consummation of the Offering the shares of Common Stock offered hereby will be, fully paid and non-assessable. COMMON STOCK The rights and privileges of the holders of the Common Stock are subject to the preferential rights and privileges of the holders of any Class B Common Stock or Preferred Stock outstanding. 15 Dividend Rights. Holders of shares of Common Stock are entitled to a pro rata share of any dividends declared on the Common Stock by the Board of Directors from funds legally available therefor. The Company has never paid a dividend and does not anticipate paying one in the near future. See "Common Stock Market Price Information." Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, holders of shares of Common Stock are entitled to share ratably in all assets remaining after payment in full of liabilities, including the liquidation rights of any outstanding Preferred Stock. Voting Rights. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. Holders are not entitled to cumulate votes for the election of directors. Accordingly, the holders of more than 50% of all of the shares outstanding can elect all of the directors. Significant corporate transactions such as amendments to the Certificate of Incorporation, mergers, sale of assets and dissolution or liquidation require approval by the affirmative vote of a majority of the outstanding shares of Common Stock. Other matters to be voted upon by the holders of the Common Stock require the affirmative vote of a majority of the shares present at the particular stockholders meeting. Redemption, Conversion and Sinking Fund Privileges. There are no redemption, conversion or sinking fund provisions with respect to the Common Stock. Preemptive and Other Subscription Rights. There are no preemptive or other subscription rights with respect to the Common Stock. CLASS B COMMON STOCK AND PREFERRED STOCK The Board of Directors is authorized by the Certificate of Incorporation to establish one or more series of Class B Common Stock or one or more series of Preferred Stock and to fix such powers, rights, preferences and limitations of such class or series, which rights and preferences could be superior to those of the existing Common Stock. The Company currently has no plans to issue Class B Common Stock or Preferred Stock. LIMITATION ON SHARE OWNERSHIP The Certificate of Incorporation prohibits any person from becoming the beneficial owner of 5% or more of any class or series of the Company's issued and outstanding capital stock unless such person agrees in writing to (i) provide to the Gaming Authorities (as defined in the Certificate of Incorporation) information regarding such person and (ii) respond to written or oral questions that may be propounded by any Gaming Authority and (iii) consent to the performance of any background investigation that may be required by any Gaming Authority, including without limitation, an investigation of any criminal record of such person. Subject to the rights of the holders of any Class B Common Stock or Preferred Stock then outstanding, the Board of Directors may redeem any shares of capital stock of the Company held by a Disqualified Holder at a price equal to the Fair Market Value of such shares or such other redemption price as required by pertinent state or federal law pursuant to which the redemption is required. A "Disqualified Holder" means any beneficial owner of shares of capital stock of the Company or any of its subsidiaries, whose holding of shares of capital stock or the Company, when taken together with the holder of shares of capital stock by any other beneficial owner may in the judgment of the Board of Directors, result in (i) the disapproval, modification, or non-renewal of any contract under which the Company or any of its subsidiaries has sole or shared authority to manage any gaming operations, or (ii) the loss or non-reinstatement of any license or franchise from any governmental agency held by the Company or any of its subsidiaries to conduct any portion of its business, which license or franchise is conditioned upon some or all of the holders of capital stock of the Company meeting certain criteria. ANTI-TAKEOVER EFFECTS OF DELAWARE LAW AND CERTIFICATE OF INCORPORATION AND BY- LAWS The Certificate of Incorporation and By-Laws and Section 203 of the Delaware General Corporation Law ("Delaware GCL") contain certain provisions that may make more difficult the acquisition of control of the 16 Company by means of a tender offer, open market purchase, a proxy fight or otherwise. These provisions could have the effect of discouraging a prospective acquirer from making a tender offer or otherwise attempting to obtain control of the Company. To the extent that these provisions discourage takeover attempts, they could deprive stockholders of opportunities to realize takeover premiums for their shares or could depress the market price of the shares. Set forth below is a description of the relevant provisions of Section 203 of the Delaware GCL, the Certificate of Incorporation and the By-Laws. The descriptions are intended as a summary only and are qualified in their entirety by reference to the Certificate of Incorporation and By-Laws, which are filed as exhibits to the Registration Statement of which this Prospectus is a part, and to Section 203 of the Delaware GCL. Delaware General Corporation Law and Business Combination Provision. Section 203 of the Delaware GCL prohibits certain "business combination" transactions between a publicly held Delaware corporation and any "interested stockholder" for a period of three years after the date on which the latter became an interested stockholder, unless (i) prior to that date either the proposed business combination or the proposed acquisition of stock resulting in its becoming an interested stockholder is approved by the Board of Directors, (ii) in the same transaction in which it becomes an interested stockholder, the interested stockholder acquires at least 85% of those shares of the voting stock of the corporation which are not held by the directors, officers or certain employee stock plans or (iii) the business combination with the interested stockholder is approved by the Board of Directors and also approved at a stockholders' meeting by the affirmative vote of the holders of at least two-thirds of the outstanding shares of the corporation's voting stock other than shares held by the interested stockholder. Availability of Shares of Capital Stock for Future Issuance. The availability for issue of shares of Class B Common Stock, Preferred Stock and Common Stock by the Company without further action by stockholders (except as may be required by applicable stock exchange or Nasdaq regulations) could be viewed as enabling the Board of Directors to make more difficult a change in control of the Company, including by issuing warrants or rights to acquire shares of Class B Common Stock, Preferred Stock or Common Stock to discourage or defeat unsolicited stock accumulation programs and acquisition proposals and by issuing shares in a private placement or public offering to dilute or deter stock ownership of persons seeking to obtain control of the Company. The Company has no present plans to issue any shares of Class B Common Stock, Preferred Stock or Common Stock other than as offered hereby or as contemplated under the Company's employee benefit plans. Vote Required for Certain Matters. Significant corporate transactions such as amendments to the Certificate of Incorporation, mergers, sale of assets and dissolution or liquidation require approval by the affirmative vote of majority of the outstanding shares of Common Stock. Other matters to be voted upon by the holders of the Common Stock require the affirmative vote of a majority of the shares present at the particular stockholders meeting. COMMON STOCK MARKET PRICE INFORMATION The following table sets forth, for the periods indicated, (a) the high and low bid quotations for the Company's Common Stock as reported on the Nasdaq Small-Cap Market until May 10, 1993 and (b) the high and low sale prices on the Nasdaq National Market thereafter. The quotations reflect interdealer prices, without retail mark-up or commissions, and may not necessarily represent actual transactions. All prices listed have been adjusted to reflect the Company's three-for-two stock dividend distributed in June 1993 and the Company's three-for-two stock dividend distributed in April 1994.
HIGH LOW ------ ------ Fiscal Year Ending April 30, 1994 First Quarter.................................................. $20.00 $11.00 Second Quarter................................................. 16.67 11.00 Third Quarter.................................................. 18.33 12.67 Fourth Quarter................................................. 24.50 17.75
17
HIGH LOW ----- ----- Fiscal Year Ending April 30, 1995 First Quarter.................................................... 23.25 9.50 Second Quarter................................................... 14.25 10.00 Third Quarter.................................................... 11.50 7.25 Fourth Quarter................................................... 15.38 8.38 Fiscal Year Ending April 30, 1996 First Quarter.................................................... 17.50 13.50 Second Quarter................................................... 16.00 6.50 Third Quarter.................................................... 8.00 5.13 Fourth Quarter................................................... 7.88 5.63 Fiscal Year Ending April 30, 1997 First Quarter (through June 26, 1996)............................ 9.50 7.50
For a recent last reported sale price of the Common Stock on the Nasdaq National Market, see the cover page of this Prospectus. The Company has never paid any cash dividends with respect to its Common Stock and the current policy of the Board of Directors is to retain earnings to provide for the growth of the Company. In addition, the First Mortgage Note Indenture limits the Company's ability to pay dividends. Consequently, no cash dividends are expected to be paid on the Common Stock in the foreseeable future. Further, there can be no assurance that the current and proposed operations of the Company will generate the funds needed to declare a cash dividend or that the Company will have legally available funds to pay dividends. In addition, the Company may fund part of its operations in the future from indebtedness, the terms of which may prohibit or restrict the payment of cash dividends. If a holder of Common Stock is disqualified by applicable regulatory authorities from owning such shares, such holder will not be permitted to receive any dividends with respect to such stock. USE OF PROCEEDS The net proceeds to be received by the Company from the sale of shares of Common Stock pursuant to the Offering, estimated at $25.1 million, assuming that all Rights are exercised in full and after deducting the expenses of the Offering, will be used by the Company for general corporate purposes. LEGAL MATTERS The validity of the shares of Common Stock being offered hereby will be passed upon for the Company by Mayer, Brown & Platt, Chicago, Illinois. EXPERTS The consolidated financial statements of the Company and the financial statements of LRGP appearing in the Company's Annual Report on Form 10-K for the year ended April 30, 1995, have been audited by Ernst & Young LLP, independent auditors, as set forth in their reports thereon included therein and incorporated hereinby reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given upon the authority of such firm as experts in accounting and auditing. The balance sheets of St. Charles Gaming Company, Inc. as of December 31, 1995, and April 30, 1995, the statements of operations, stockholder's equity, and cash flows for the eight months ended December 31, 1995 and the year ended April 30, 1995, the balance sheets of St. Charles Gaming Company, Inc. as of April 30, 1995 and 1994, and the statements of operations, stockholder's equity, and cash flows for the year ended April 30, 18 1995 and the period from June 25, 1993 (acquisition date) to April 30, 1994, appearing in Amendment No. 1 to the Company's Current Report on Form 8-K/A dated June 28, 1996, incorporated by reference in this prospectus, have been incorporated herein in reliance on the reports of Coopers & Lybrand L.L.P., independent accountants, given on the authority of that firm as experts in accounting and auditing. The financial statements of St. Charles Gaming Company, Inc. as of June 24, 1993 and for the period from January 18, 1993 (date of inception) through June 24, 1993, appearing in Amendment No. 1 to the Company's Current Report on Form 8-K/A dated June 28, 1996, have been audited by Fred J. Bastie & Associates, P.C., independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. ---------------- NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES COVERED BY THIS PROSPECTUS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. 19 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following are the estimated expenses in connection with the distribution of the securities being registered: Securities and Exchange Commission Registration Fee................. 8,703 Printing and Engraving Expenses..................................... 30,000 Accounting Fees and Expenses........................................ 7,000 Attorneys' Fees and Expenses........................................ 20,000 Transfer Agent's and Registrar's Fees............................... 5,000 Blue Sky Fees and Expenses (including attorneys' fees).............. 15,000 Nasdaq Listing Fees................................................. 17,500 Miscellaneous....................................................... 21,797 -------- Total............................................................... $125,000 ========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS (a) The Delaware GCL (Section 145) gives Delaware corporations broad powers to indemnify their present and former directors and officers and those of affiliated corporations against expenses incurred in the defense of any lawsuit to which they are made parties by reason of being or having been such directors or officers, subject to specified conditions and exclusions, gives a director or officer who successfully defends an action the right to be so indemnified, and authorizes the Registrant to buy directors' and officers' liability insurance. Such indemnification is not exclusive of any other rights to which those indemnified may be entitled under any by-laws, agreement, vote of stockholders or otherwise. (b) Article 8 of the Certificate of Incorporation of the Company provides for indemnification of directors and officers to the fullest extent permitted by law. (c) In accordance with Section 102(b)(7) of the Delaware GCL, the Company's Certificate of Incorporation provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for (1) breaches of their duty of loyalty to the Company or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (3) under Section 174 of the Delaware GCL (unlawful payment of dividends) or (4) transactions from which a director derives an improper personal benefit. ITEM 16. EXHIBITS A list of the exhibits included as part of this Registration Statement is set forth in the Exhibit Index which immediately precedes such exhibits. ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions referred to in Item 14, or II-1 otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this Offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Biloxi and State of Mississippi on the 27th day of June, 1996. Casino America, Inc. /s/ Allan B. Solomon By --------------------- Allan B. Solomon Executive Vice President, Secretary and General Counsel POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints John Gallaway, Rexford Yeisley and Allan B. Solomon and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed by the following persons in the capacities indicated on the 27th day of June, 1996. Title Name /s/ Bernard Goldstein Chairman of the Board, Chief Executive - --------------------------------- Officer and Director Bernard Goldstein /s/ John A. Gallaway President and Director - --------------------------------- John A. Gallaway Chief Financial Officer (Principal /s/ Rexford Yeisley Financial and Accounting Officer) - --------------------------------- Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, - --------------------------------- General Counsel and Director Allan B. Solomon /s/ Robert S. Goldstein Director - --------------------------------- Robert S. Goldstein Director /s/ Martin Greenberg - --------------------------------- Martin Greenberg /s/ Emanuel Crystal Director - --------------------------------- Emanuel Crystal II-3 INDEX TO EXHIBITS
SEQUENTIAL EXHIBIT PAGE NUMBER DESCRIPTION NUMBER ------- --------------------------------------------------------- ---------- 4.1 Certificate of Incorporation of Casino America, Inc., as amended (Incorporated by reference to the Company's Registration Statement on Form S-1 filed September 3, 1993, as amended (File No. 33-68434)) 4.2 Bylaws of Casino America, Inc., as amended (Incorporated by reference to the Company's Registration Statement on Form S-1 filed September 3, 1993, as amended (File No. 33-68434)) 4.3 Indenture dated November 1, 1993 between the Company and Shawmut Bank Connecticut, National Association, as Trustee (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1994 (File No. 0-20538)) 4.4 First Supplemental Indenture dated as of April 29, 1994 between the Company and Shawmut Bank Connecticut, National Association, as Trustee (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1994 (File No. 0-20538)) 4.5 Second Supplemental Indenture dated as of March 8, 1995 between the Company and Shawmut Bank Connecticut, National Association, as Trustee (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1995 (File No. 0-20538)). 4.6 Third Supplemental Indenture dated as of May 3, 1996 between the Company and Fleet National Bank, as Trustee** 4.7 Casino America, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the instruments defining the rights of holders of long-term debt where the total amount of securities authorized thereunder does not exceed 10% of Casino America, Inc.'s total consolidated assets 4.8 Promissory Note, dated June 9, 1995, made by LRGP in favor of Crown Casino Corporation (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1995 (File No. 0-20538)). 4.9 Warrant, dated June 9, 1995, of Crown Casino Corporation to purchase up to 416,667 shares of Common Stock of Casino America, Inc. (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1995 (File No. 0-20538)). 4.10 Warrant, dated May 3, 1996, of Crown Casino Corporation to purchase up to 416,667 shares of Common Stock of Casino America, Inc.** 4.11 Form of Rights Subscription Form** 4.12 Form of Rights Agent Agreement between Casino America, Inc. and Norwest Bank Minnesota, N.A.** 4.13 Form of Letter to Shareholders from John A. Gallaway and Form of Instructions for Completion of Rights Subscription Form** 5.1 Opinion of Mayer, Brown & Platt** 23.1 Consent of Ernst & Young LLP** 23.2 Consent of Coopers & Lybrand L.L.P.** 23.3 Consent of Fred J. Bastie & Associates, P.C.** 23.4 Consent of Mayer, Brown & Platt (contained in Exhibit 5.1)** 24.1 Power of Attorney (contained on the signature page to the initial registration statement)
- -------- *To be filed by amendment. **Filed herewith. EX-4.6 2 THIRD SUPPLEMENTAL INDENTURE DTD. 5-3-96 EXHIBIT 4.6 - -------------------------------------------------------------------------------- CASINO AMERICA, INC. TO FLEET NATIONAL BANK, Trustee --------------------------- THIRD SUPPLEMENTAL INDENTURE Dated as of May 3, 1996 ---------------------------- $105,000,000 11 1/2% First Mortgage Notes Due 2001 - -------------------------------------------------------------------------------- THIRD SUPPLEMENTAL INDENTURE, dated as of May 3, 1996 (the "Third Supplement") between Casino America, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Company"), having its principal office at 711 Washington Loop, Second Floor, Biloxi, Mississippi 39530, and Fleet National Bank (formerly known as Shawmut Bank Connecticut, National Association), as Trustee (herein called the "Trustee"), for the Company's 11 1/2% First Mortgage Notes due 2001 (the "Securities"). RECITALS The Company has heretofore executed and delivered to the Trustee an Indenture, dated as of November 1, 1993, as supplemented by the First Supplemental Indenture, dated as of April 29, 1994, and the Second Supplemental Indenture, dated as of March 8, 1995 (the "Indenture"), under which the Securities in the aggregate principal amount of $105,000,000 were issued and are outstanding. In accordance with Section 902 of the Indenture, the Company has obtained the written consent of the Holders of a majority in principal amount of the Securities to certain amendments to the Indenture. The Company is authorized to enter into this Third Supplement by a Board Resolution and simultaneously herewith the Trustee has received an Opinion of Counsel and an Officers' Certificate stating that the execution of this Third Supplement is authorized or permitted by the Indenture. NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows: ARTICLE ONE SECTION 101. (a) Section 101 of the Indenture is amended by inserting into the definition of the term "Permitted Liens," in proper numerical order, a new paragraph: (vi) Liens with respect to the assets of Grand Palais Riverboat, Inc. ("GPRI"), securing the Indebtedness of GPRI described in Section 1012(d)(iii) and refinancing of such Indebtedness permitted by Section 1012(e) except that no such refinancing shall have a stated maturity date that is later than the stated maturity date of the Indebtedness so refinanced; and renumbering the existing paragraphs (vi) and (vii) as (vii) and (viii), respectively. (b) Section 101 of the Indenture is further amended by inserting the following after the word "Subsidiaries" at the end of the first sentence of the definition of the term "Subsidiary" therein and before the period at the end of such sentence: ; provided, that Capital Stock of St. Charles Gaming Company, Inc. ("SCGC") directly or indirectly owned or controlled by Louisiana Riverboat Gaming Partnership ("LRGP") shall be deemed not owned or controlled by the Company if and for so long as (and only if and for so long) LRGP shall be governed substantially the same as it is governed on April 25, 1996. SECTION 102. Section 1012(d) of the Indenture is deleted and replaced in its entirety with the following: (d) Indebtedness incurred by (i) a Restricted Subsidiary which has, or is a direct or indirect Subsidiary of a Restricted Subsidiary which has, an interest in an Uncollateralized Facility; (ii) RCM in an aggregate principal amount not in excess of $15 million (exclusive of the amount of any related FF&E Financing permitted under Section 1012(c) of this Indenture) to finance, or refinance any prior financing of, costs owing or previously incurred by RCM in the nature of Permitted Construction Costs relating to the construction of a hotel on a parcel of land leased by RCM in Biloxi, Mississippi together with costs owing or previously incurred by RCM in connection with the construction or acquisition of related fixtures and other improvements relating to such hotel on such parcel of land and costs owing or previously incurred by RCM in connection with the acquisition of the other equipment, furniture, inventory, accounts, revenues, contract rights and general intangibles located at or (in the case of items other than tangible personal property) used in or derived from the operation of such hotel or such parcel of land, provided, in either such case described in clauses (i) or (ii) above, that immediately before and after giving effect to the incurrence of such Indebtedness on a pro forma basis, the Company could incur at least $1.00 of additional Indebtedness pursuant to Section 1011(c) and the Company has a Collateral Value Ratio of not less than 2:1; or (iii) Indebtedness of GPRI in an original principal amount not to exceed $39,000,000, incurred pursuant to the acquisition of GPRI in accordance with the Plan of Reorganization approved in the proceeding entitled "Grand Palais Riverboat, Inc., Debtor, United States Bankruptcy Court, Eastern District of Louisiana, No. 95- 12736-TMB, Chapter 11;" SECTION 103. Section 1011(c) of the Indenture is deleted and replaced in its entirety with the following: (c) Indebtedness if, immediately after giving pro forma effect to the incurrence thereof, the Consolidated Coverage Ratio would be no less than 2.5:1, and Indebtedness in an amount not to exceed $39,000,000 incurred in the form of a guarantee by the Company of the Indebtedness of GPRI described in Section 1012(d)(iii); SECTION 104. Section 501(4) of the Indenture is amended by inserting the following after the word "Indebtedness" where twice appearing: (including Indebtedness of GPRI described in Section 1012(d)(iii)). -2- SECTION 105. Section 1022 of the Indenture is amended by inserting the following after the word "leasehold" at the end of paragraph (ii) thereof and before the semicolon (";") appearing immediately thereafter: . Notwithstanding anything in this Section 1022 or elsewhere in this Indenture to the contrary, the Company shall not be required to pledge to the Trustee the stock of SCGC acquired by it from Crown Casino Corporation in 1996, until such time as SCGC shall become a Subsidiary of the Company or at such earlier time, if any, as it may do so without violating, contravening or causing a default (howsoever denominated) under any stockholder agreement, credit or loan agreement, mortgage, security or pledge agreement or similar instrument, agreement or other document binding on the Company or otherwise affecting SCGC or the stock thereof existing on April 25, 1996 or thereafter executed and delivered in connection with the acquisition by the Company of stock of SCGC from Crown Casino Corporation in 1996. Notwithstanding anything in this Section 1022 or elsewhere in this Indenture to the contrary, the Company shall not be required to grant a security interest in the assets of GPRI (other than FF&E) until the final satisfaction of the Indebtedness of GPRI described in Section 1012(d)(iii) and refinancing of such Indebtedness permitted by Section 1012(e) except that no such refinancing shall have a stated maturity date that is later than the stated maturity date of the Indebtedness so refinanced and the release and discharge of Liens securing such Indebtedness or refinancing. SECTION 106. Section 1014 of the Indenture is amended by adding the following paragraph at the end thereof: In addition to the foregoing, the Company will not create, incur, assume or suffer to exist, and shall not permit any Restricted Subsidiary to create, incur, assume or suffer to exist any Lien of any kind upon the 50% of the capital stock of SCGC acquired by it from Crown Casino Corporation in 1996, other than Liens to which such capital stock was subject on the date of such acquisition. SECTION 107. Section 1018 of the Indenture is amended by inserting before the first word thereof (which is the word "In") the paragraph letter "(a)", and by adding to the end of Section 1018 the following: (b) If (i) after April 25, 1996 any legislation or regulation is enacted or promulgated by any governmental entity (Federal, state, parish or local) having jurisdiction over the State of Louisiana, its navigable waterways or Calcasieu Parish, Louisiana which either (A) prohibits, or purports to prohibit, cruising or dockside gaming in Calcasieu Parish, Louisiana (whether the effect of such legislation or regulation is immediate or is to take effect in the future) or (B) is reasonably expected to materially and adversely affect the financial condition or results of operation or both of GPRI or SCGC and (ii) at the time such legislation or regulation is enacted or promulgated, GPRI shall be a Subsidiary of the Company, then on or before the 90th day after each fiscal -3- year end of the Company following such enactment or promulgation, the Company shall make an offer to purchase (a "GPRI Offer") from all holders of Securities at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of purchase up to a maximum principal amount (expressed as a multiple of $1,000) of Securities equal to (w) the Net Income of GPRI for the most recently completed fiscal year of the Company, plus (x) Depreciation Expense and Amortization Expense of GPRI for such period, minus (y) mandatory principal payments on Indebtedness of GPRI paid with respect to such fiscal year, minus (z) the lesser of (1) capital expenditures actually paid or made by GPRI during such period or (2) $1,500,000; provided, that in so calculating the amount of Net Income of GPRI, the income tax liability of GPRI shall be calculated as if GPRI were not a member of any consolidated group. Each GPRI Offer shall remain open for a period of at least 20 business days. To the extent any GPRI Offer is not fully subscribed to by the holders of the Securities, the Company may retain such unutilized portion of the Net Income of GPRI as so adjusted. ARTICLE TWO SECTION 201. Effective Date of This Third Supplement. This Third Supplement will be effective upon the date first written above, the Company having delivered to the Trustee evidence of consent from the Holders of at least a majority in principal amount of the Securities then outstanding. SECTION 202. Indenture Ratified. Except as hereby otherwise expressly provided, the Indenture is in all respects ratified and confirmed, and all the terms, provisions and conditions thereof shall be and remain in full force and effect. SECTION 203. Counterparts. This Third Supplement may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. SECTION 204. Trustee Not Responsible. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness. -4- SECTION 205. Definitions and Terms. Unless otherwise defined herein, all initially capitalized terms used herein shall have the meanings assigned to such terms in the Indenture. SECTION 206. Governing Law. This Third Supplement shall be governed by and construed in accordance with the law of the State of New York. -5- IN WITNESS WHEREOF, the parties hereto have caused this Third Supplement to be duly executed as of the day and year first above written. CASINO AMERICA, INC. By: /s/ Allan Solomon -------------------------- Name: Allan Solomon Title: Executive Vice president Attest: /s/ R.A. Yeisley -------------------------- Name: Rexford A. Yeisley Title: Chief Financial Officer FLEET NATIONAL BANK, as Trustee By: /s/ Steven Cimalore -------------------------- Name: Steven Cimalore Title: Vice President -6- EX-4.10 3 WARRANT DATED 5-3-96 EXHIBIT 4.10 THE SECURITIES REPRESENTED BY THIS WARRANT, INCLUDING THE UNDERLYING COMMON STOCK, HAVE NOT BEEN REGISTERED WITH, APPROVED OR OTHERWISE REVIEWED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER FEDERAL OR STATE AGENCY. THE SECURITIES HAVE BEEN ISSUED TO THE PERSON WHOSE NAME APPEARS ON THE FACE OF THIS WARRANT IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAW. BEFORE THIS WARRANT MAY BE TRANSFERRED TO ANY THIRD PARTY, AN OPINION OF COUNSEL MUST BE OBTAINED STATING THAT THE OFFER, SALE OR PURCHASE, AS THE CASE MAY BE, WILL NOT VIOLATE FEDERAL OR ANY STATE'S SECURITIES LAWS. THESE SECURITIES ARE ALSO SUBJECT TO RESTRICTIONS IMPOSED BY THE CERTIFICATE OF INCORPORATION AND BYLAWS OF THE CORPORATION. A COPY OF THE CORPORATION'S CERTIFICATE OF INCORPORATION AND BYLAWS CAN BE OBTAINED AT THE OFFICES OF THE CORPORATION. Additional Warrant to Purchase Up To 416,667 Shares of Common Stock CASINO AMERICA, INC. (Incorporated under the laws of the State of Delaware) STOCK PURCHASE WARRANT Void after 5:00 p.m., Eastern Standard Time, on May 3, 2001 This is to certify that Crown Casino Corporation ("Holder"), or its assigns, is entitled, subject to the terms and conditions hereinafter set forth, on or before 5:00 p.m. Eastern Standard Time, on May 3, 2001 to purchase up to 416,667 Shares of Common Stock ("Share(s)") of Casino America, Inc. (the "Company") from the Company at an exercise price of $12.00 Dollars (the "Exercise Price") per Share. Upon presentation and surrender of this Warrant, together with the form of subscription duly executed and the payment to the Company of the Exercise Price in the manner provided in Section 1 hereof, the Holder will be entitled to receive a certificate representing the Shares so purchased. If this Warrant is exercised in respect of less than all of the Shares covered hereby, then Holder shall be entitled to receive a new warrant covering the number of Shares in respect of which this Warrant shall not have been exercised. 1. The purchase rights represented by this Warrant are exercisable at the option of the Holder at any time within the period specified above in increments of not less than $1,000,000, for all or any whole number of Shares which are subject to this Warrant. The company agrees to reserve from its authorized and unissued shares a sufficient number of unissued Shares to provide for the issuance and delivery of all shares purchasable pursuant to this Warrant. This Warrant is exercisable only in exchange for the forgiveness and cancellation of outstanding principal due and payable under that certain Purchase Money Note B (the "Note") dated May 3, 1996 issued to Holder by the Louisiana Riverboat Gaming Partnership, in no event may the amount of such redemption exceed $5,000,000, and this Warrant may not be exercised until after exercise of that certain Amended and Restated Warrant of even date herewith. 2. Except to the extent that this Warrant expressly provides otherwise, the Holder shall not be entitled to any of the rights of a shareholder of the Company; but immediately upon the exercise of this Warrant and upon payment and receipt by the Company as provided herein, the Holder shall be deemed a record owner of the shares so purchased and, as such, shall have all of the rights of such a record owner. 3. Subject to the limitations and restrictions provided herein and by operation of federal and state securities laws, this Warrant and all rights hereunder are transferable by the Holder to a transferee of the Note, in person or by duly authorized attorney, on the books of the Company upon surrender of this Warrant, properly endorsed, to the Company. The Shares when issued shall be validly issued, fully paid and nonassessable. 4. The Company may deem and treat the Holder as the absolute owner hereof for all purposes and shall not be affected by any notice to the contrary. 5. Unless such exercise is registered or exempt from registration under federal and state security laws, this Warrant shall not be exercisable except for a security which at the time of such exercise is exempt under the Securities Act, is the subject matter of an exempt transaction, is registered by description, by coordination, or by qualification, or at such time is the subject matter of a transaction which has been registered by description. -2- 6. The number of Shares purchasable to this Warrant and/or the Exercise Price shall be subject to adjustment from time to time as hereinafter set forth in the following subsections of this Section 6. a. In any of the following events, occurring hereafter, appropriate adjustment shall be made in the number of Shares purchasable pursuant to this Warrant and/or the Exercise Price, so as to maintain the proportionate interest of the Holder: (i) recapitalization of the Company through a split-up of the outstanding common shares or a combination of the outstanding common shares into a lesser number; (ii) declaration of a dividend on the common shares, payable in common shares or other securities convertible into common shares; or (iii) any stock split or reverse stock split with respect to the common shares. Irrespective or any adjustment or change in the purchase price per share or in the number of the Shares purchasable pursuant to this Warrant, such Warrant may continue to express the purchase price per share and the number of shares purchasable hereunder as expressed when initially issued. b. If the Company offers for subscription any of its shares of capital stock or other securities convertible into common shares, to the record owners of the common shares as a class or classes, the Holder shall be entitled to subscribe for the same number of common shares as the Holder would have been entitled to purchase had the Holder theretofore fully exercised this Warrant and become a shareholder. c. In the event that the Company, or any successor, shall be consolidated or merged with or into another entity, or all or substantially all of the Company's assets shall be sold to another corporation in exchange for stock with the view of distributing such stock to the Company's shareholders, the Holder shall have the right thereafter to receive upon the exercise of this Warrant the kind and amount of shares of stock and other securities and property receivable upon such consolidation, merger, sale or conveyance, and adequate provisions to that effect shall be made a condition of such consolidation, merger, sale or conveyance. Such provisions shall include provision for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section of the Warrant. The Holder shall receive notice of any such transaction. d. In the event that any dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, shall at any time be proposed, the Company shall give to the Holder at least 20 days' prior written notice of the date as of which the record owners of the Shares will be fixed in respect of their right to exchange their Shares for the securities or other property distributable upon such dissolution, liquidation or winding up. In -3- the event that such dissolution, liquidation or winding up shall actually take place, this Warrant and all rights with respect hereto shall automatically terminate and become null and void as of the fixed date referred to above. e. Upon the occurrence of any event requiring any adjustment of the number of Shares purchasable pursuant to this Warrant and/or the purchase price per share, the Company shall promptly give to the Holder written notice thereof and the adjustment(s) resulting therefrom, which notice shall set forth in reasonable detail the computations which constitute the basis for such adjustment(s). The Company's Board of Directors shall in good faith determine all such adjustments, which shall be binding upon the parties. 7. Each certificate for the Shares purchasable pursuant to this Warrant will, when issued, bear a legend which describes and/or refers to the restrictions imposed on the transfer of the Shares by federal and state securities laws as well as any standard gaming legend then required to be affixed to the certificates by any state regulatory authorities. 8. a. The Holder may request on a one-time basis registration under the Securities Act of 1993, as amended (the "Act"), and appropriate state securities laws, of all or part of the Shares. Promptly upon receipt of such request, the Company will prepare and file a registration statement with the Securities and Exchange Commission ("SEC") with respect to the Shares to be registered, and use its best efforts to cause such registration statement to become effective. b. The Company shall advise the Holder by written notice at least twenty (20) days prior to the filing of any new registration statement or post-effective amendment thereto under the Act covering securities of the Company and will, upon request include in any such new registration statement (and any related qualification under blue sky laws or other compliance) such information as may be required to permit a public offering of all or any portion of the Shares. c. However, no such obligations shall apply (i) to a registration statement on Forms S-4 or S-8 (ii) if any underwriter of the Company's securities determines for any reason that it would not permit such registration; or (iii) if the Holder has had two prior opportunities to have its securities registered. d. The Company and the Holder shall supply and furnish indemnification in the manner set forth herein. e. The following provisions of this Section shall also be applicable: -4- (i) The Holder shall bear all of the fees and disbursements of its own counsel and its pro rata share of any registration fees, transfer taxes or underwriting discounts or commissions or other underwriting compensation and charges applicable to the Shares sold by it pursuant hereto; the Company shall pay all other costs, expenses, commissions and other fees of such registration. (ii) The Company shall indemnify and hold harmless the Holder and each underwriter, within the meaning of the Act, who may purchase from or sell for such Holder any Shares from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the registration statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished or required to be furnished in writing to the Company by such Holder or underwriter expressly for use therein. The Holder or underwriter shall at the same time indemnify the Company, its directors, each officer signing the related registration statement and each person, if any, who controls the Company from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, insofar as such losses, claims, damages or liabilities are caused by any untrue statement or alleged untrue statement or omission or alleged omission based upon information furnished in writing to the Company by such Holder or underwriter expressly for use therein. f. The Company's agreements in this Section shall continue in effect regardless of the exercise and surrender of this Warrant. g. This right of registration shall in all instances be subject and limited to a proration of securities if requested by an underwriter, with all other Shareholders of the Company who own restricted securities and who request registration at such time. h. In the case of the filing of a registration statement pursuant to Section 8a. hereof, the Company shall prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement, and shall use 5 the best efforts to keep such registration statement effective for a period of one hundred eighty (180) days or upon notice from the Holder that the Shares subject to the registration statement have been sold, whichever occurs first. i. The Company shall furnish to the Holder such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Shares subject thereto. j. The Company will use its best efforts to register and qualify the Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions or to agree to any restrictions as to the conduct of its business in the ordinary course thereof. 9. Notices herein required or permitted to be given to the Holder by the Company shall be given by first class mail, postage prepaid, addressed to the Holder at the address of such Holder appearing in the records of the Company and shall be deemed to have been given when sent pursuant to the provisions hereof. 10. This Warrant shall be construed in accordance with the laws of the State of Delaware. 11. The term "Holder" means the original holder of this Warrant and any transferee of this Warrant to whom the Note and this Warrant and the rights hereunder are assigned in accordance with Paragraph 3 hereof. IN WITNESS WHEREOF, the Company has caused this Additional Warrant to be duly executed on this 3rd day of May, 1996. CASINO AMERICA, INC. By: /s/ Allan B. Soloman --------------------- 6 EX-4.11 4 RIGHTS SUBSCRIPTION FORM EXHIBIT 4.11 (FRONT) THE RIGHTS EXPIRE AT ONE RIGHT AND THE SUBSCRIPTION FORM RIGHTS 5:00 P.M. NEW YORK PRICE SHOWN HEREON ARE REQUIRED NUMBER REPRESENTED CITY TIME ON TO SUBSCRIBE FOR EACH SHARE OF BY FORM JULY 26, 1996
CASINO AMERICA, INC. RIGHTS SUBSCRIPTION FORM FOR SHARES OF COMMON STOCK The below named registered owner of this Rights Subscription Form, or permitted assigns, is entitled to purchase 0.2552 shares of Common Stock, $.01 par value per share, of Casino America, Inc. at the price of $5.875 per share for each share of Common Stock owned on March 15, 1996, and upon the terms and conditions specified in the Prospectus dated July , 1996. Use the appropriate forms on the reverse side hereof to subscribe for shares of Common Stock. THIS CERTIFICATE IS NOT TRANSFERABLE. IT MAY BE EXERCISED OR DIVIDED AT THE OFFICE OF NORWEST BANK MINNESOTA, N.A. [ADDRESS] SUBJECT TO THE TERMS AND CONDITIONS OF THE PROSPECTUS REFERRED TO ABOVE. - ------------------------------------------------------------------------------- (REVERSE) I irrevocably subscribe for the Signature(s) of Subscriber(s) following shares of Common Stock, ------------------ $.01 par value, of Casino America, Inc. upon the terms specified in the Prospectus (receipt of which is hereby acknowledged). Address--------------------------------- --------------------------------------- Taxpayer I.D. or Social Security No. ------------- No. of Shares Price Telephone Number Payment ------------------------- DELIVERY INSTRUCTIONS: (Fill out ONLY x $5.875 per share = if delivery of stock certificate is to - ---------- ---------- be made to address other than that shown on face of Rights Subscription form or the address provided above) Please make checks payable to "Norwest Bank Minnesota, N.A., as Agent for Casino America, Inc." PRINT NAME AND ADDRESS INCLUDING ZIP CODE --------------------------------------- --------------------------------------- --------------------------------------- IF THE SIGNATURE(S) ABOVE DO(ES) NOT CONFORM EXACTLY TO THE NAME OF THE REGISTERED OWNER ON THE FACE HEREOF, THIS RIGHTS SUBSCRIPTION FORM MUST BE ACCOMPANIED BY EVIDENCE SATISFACTORY TO THE COMPANY TO ESTABLISH THE AUTHORITY OF THE SIGNED PERSON. *IMPORTANT: PAYMENT OF THE AGGREGATE PAYMENT PRICE CORRESPONDING TO YOUR SUBSCRIPTION MUST ACCOMPANY THE COMPLETED RIGHTS SUBSCRIPTION FORM. EX-4.12 5 RIGHTS AGENT AGREEMENT Exhibit 4.12 RIGHTS AGENT AGREEMENT ---------------------- THIS AGREEMENT (the "Agreement"), effective as of June __, 1996, is by and between CASINO AMERICA, INC., a Delaware corporation (the "Company"), and NORWEST BANK MINNESOTA, N.A., a national banking association (the "Rights Agent"). W I T N E S S E T H : WHEREAS, the Company has issued Rights to purchase up to an aggregate of 4,296,085 shares of its Common Stock; and WHEREAS, the Company desires that the Rights Agent act on behalf of the Company, and the Rights Agent is willing to so act in connection with the offering of such Rights. NOW, THEREFORE, in consideration of the premises and the mutual promises made herein, the parties hereto agree as follows: 1. Definitions. As used herein, the following terms shall have the following meanings, unless the context shall otherwise require: (a) "Corporate Office" shall mean the principal place of business of the Rights Agent (or its successor) at 161 N. Concord Exchange, P. O. Box 738, St. Paul, Minnesota 55075. (b) "Expiration Date" shall mean July __, 1996. (c) "Initial Issuance Date" shall mean the date on which the Rights Subscription Forms are initially issued by the Rights Agent to the Registered Holders. [(d) "New York Office" shall mean the office or agency of the Rights Agent at _______________________, New York, New York 10004.] (e) "Prospectus" shall mean the "Prospectus" dated June __, 1996, relating to the offer of shares of Common Stock issuable upon exercise of the Rights. (f) "Purchase Price" shall mean $5.875 per Rights Share. (g) "Record Date" shall mean March 15, 1996. (h) "Registered Holder" shall mean the person in whose name any of the outstanding shares of Common Stock of the Company shall be registered on the books maintained by the Rights Agent and supplied by the Company. (i) "Right" or "Rights" shall mean the right to purchase Rights Shares in accordance with the terms of the Rights Offering. (j) "Rights Holder" shall mean (i) a Registered Holder or beneficial owner of shares of the Company's Common Stock on the Record Date, (ii) the Grand Palais Secured Debt Holders (as defined in the Prospectus), (iii) Crown Casino (as defined in the Prospectus) and (iv) the DeBartolo Warrantholders (as defined in the Prospectus). (k) "Rights Offering" shall mean the Company's proposal to offer to the Rights Holders the right to purchase Rights Shares in accordance with the terms and subject to the conditions set forth in the Prospectus. (l) "Rights Shares" shall mean the 4,296,085 Shares reserved for issuance upon exercise of Rights. (m) "Shares" shall mean shares of the Common Stock of the Company. 2. Rights and Issuance of Rights Certificates. (a) The Company or its agent shall mail or deliver Rights Subscription Forms and Prospectuses to the Registered Holders. Rights shall be issued in accordance with the terms of the Rights Offering as set forth in the Prospectus; each Right shall entitle the holder thereof to purchase one Rights Share. No fractional Rights shall be issued; if a Registered Holder or beneficial owner would be entitled to receive an aggregate number of Rights which includes a fractional Right, the number of Rights issued to such Registered Holder or beneficial owner shall be rounded down to the nearest whole number. A formula for determining the number of Rights Shares a Registered Holder or beneficial owner has the right to purchase shall be set forth on the Rights Subscription Form delivered to such Registered Holder or beneficial owner. Each Right has been and shall continue to be non- transferable. The Company shall at all times supply the Rights Agent with a sufficient number of Rights Subscription Forms and Prospectuses for the purposes contemplated by this Agreement. (b) The Rights Agent shall keep at its Corporate Office books in which it shall register the Rights Subscription Forms and the exercise of the Rights to purchase Shares pursuant hereto. No Rights Subscription Form shall be issued or exercised except as provided in this Agreement. (c) All Rights Subscription Forms surrendered to the Rights Agent shall be promptly canceled by the Rights Agent and thereafter retained by the Rights Agent for seven (7) years, and then shall be delivered to the Company or destroyed by the Rights Agent as directed by the Company. -2- 3. Form of Execution of Rights Subscription Form. The Rights Subscription Form shall be substantially in the form of Exhibit A to this Agreement. 4. Exercise. (a) Rights represented by the Rights Subscription Form may be exercised at any time on or after the Initial Issuance Date, but not after 5:00 p.m., Eastern Daylight Savings Time on the Expiration Date, upon the terms and subject to the conditions set forth herein, in the Prospectus, and in the Rights Subscription Form. Rights may be exercised by completing and executing the Rights Exercise portion of the Rights Subscription Form and submitting it to the Rights Agent by mail or hand delivery to its Corporate Office or by hand delivery to its New York Office. All unexercised Rights as of 5:00 p.m. Eastern Daylight Savings Time on the Expiration Date will automatically expire by their terms. The Company shall be responsible for the payment of all Federal and state transfer taxes required to be paid on the issuance of Rights or of Rights Shares upon exercise of Rights. (b) Once a Rights Holder has delivered or mailed a completed Rights Subscription Form, the exercise or non-exercise of Rights on such form may not be revoked. (c) The Rights Agent shall issue the Rights Shares from time to time promptly after receipt of cleared funds tendered in the amount of the Purchase Price therefor. No subscriber for Rights Shares shall be a shareholder with respect to such shares and no Rights Shares shall be deemed to be outstanding until such Shares are issued in accordance herewith. The Company shall not be obligated to issue any fractional share interests in Rights Shares or to make payment in cash or scrip for such fractional interests, which shall be of no value whatsoever. In the event that payment is submitted in an amount less than that required to purchase the number of Rights Shares elected to be purchased by the Rights Holder, only the number of whole Shares for which payment was received will be issued and the remaining Rights will be deemed to have lapsed. If a Rights Holder exercises Rights for fewer than all of the Shares represented by his Rights Subscription Form, the unexercised Rights will be deemed to have lapsed upon receipt by the Rights Agent of the last Rights Subscription Form held by such Rights Holder. (d) Upon request by a Registered Holder who holds Shares for beneficial owners, the Rights Agent shall deliver Rights Subscription Forms on the same basis as if such beneficial owners were Registered Holders. (e) The Rights Agent shall hold all payments made in exercise of Rights in an interest bearing escrow account for the account of the Company until issuance of the Rights Shares or unless otherwise directed by written instructions from the -3- Executive Vice President or Chief Financial Officer of the Company, it being understood that such persons may direct the Rights Agent to forward such payments to the Company from time to time prior to the issuance of the Rights Shares relating thereto and prior to the Expiration Date. (f) All questions as to the validity, form, eligibility (including times of receipt and matters pertaining to beneficial ownership) and the exercise of Rights and the Purchase Price for Rights Shares will be determined by the Company, which determinations will be final and binding. No alternative, conditional or contingent exercise of Rights will be accepted. The Company reserves the absolute right to reject any or all Rights Subscription Forms not properly submitted or the acceptance of which would, in the opinion of the Company's counsel, be unlawful. The Company also reserves the right to waive any irregularities or conditions, and the Company's interpretations of the terms and conditions of the Rights Offering shall be final, binding and conclusive. Any irregularities in connection with an exercise of Rights must be cured within such time as the Company shall determine, unless waived. The Rights Agent shall promptly notify the Company of irregularities in any Rights Subscription Forms received by the Rights Agent. Rights Subscription Forms received by the Rights Agent that are not properly submitted and as to which any irregularities have not been waived shall be retained by the Rights Agent and the Rights represented by such forms shall be deemed to have lapsed. 5. No Subdivision or Transfer of Rights. Except as otherwise provided in this Agreement, Rights Subscription Forms may not be subdivided, and Rights may not be transferred in whole or in part. 6. Loss or Mutilation. Upon receipt by the Company and the Rights Agent of evidence satisfactory to them of the ownership of and the loss, theft, destruction or mutilation of any Rights Subscription Form and (in the case of loss, theft or destruction) of indemnity satisfactory to them, and (in the case of mutilation) upon surrender and cancellation of the mutilated Rights Subscription Form, the Rights Agent shall deliver in lieu thereof a new Rights Subscription Form representing an equal aggregate number of Rights. In addition to the foregoing requirements, persons requesting a substitute Rights Subscription Form shall also comply with such other reasonable regulations and pay such reasonable charges as the Rights Agent may prescribe. 7. Liability of the Rights Agent. The Rights Agent shall have no duties or obligations other than those specifically set forth herein, or as may subsequently be agreed to by the Rights Agent and the Company in writing. The Rights Agent may rely on and shall be protected in acting upon the written or verbal -4- instructions of any officer of the Company with respect to any matter relating to its actions specifically covered by this Agreement. The Rights Agent shall not, by issuing and delivering Rights Subscription Forms or by any other act hereunder, be deemed to make any representations as to the validity or value or authorization of the Rights Subscription Forms or the Rights represented thereby or of the Rights Shares or other property delivered upon exercise of any Rights or as to whether the Rights Shares are fully paid and nonassessable. The Rights Agent shall not (a) be liable for any recital or statement or fact contained herein or for any action taken, suffered or omitted by it in reliance on any Rights Subscription Forms or other document or instrument believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties, (b) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Agreement or in the Rights Subscription Forms, or (c) be liable for any act or omission in connection with this Agreement except for its own negligence or willful misconduct. 8. If any question or dispute arises with respect to the proper interpretation of the Rights Agreement or the Rights Agent's duties hereunder or the rights of any shareholders surrendering Rights Subscription Forms for Shares pursuant to the Rights Agreement, the Rights Agent shall not be required to act and shall not be held liable for refusal to act until the question or dispute has been judicially settled (and, if appropriate, the Rights Agent may file a suit in interpleader for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested in the matter or settled by a written document in form and substance reasonably satisfactory to the Rights Agent and the Company. The Rights Agent will not be obligated to take any legal action hereunder which might in its judgment involve any expense or liability, unless it has been furnished with reasonable indemnity. 9. Indemnification. The Company covenants and agrees to indemnify and hold the Rights Agent harmless against any reasonable costs, expenses (including reasonable expenses of its legal counsel), losses, or damages, which, without negligence, willful misconduct, or bad faith on the Rights Agent's part, may be paid, incurred, or suffered by, or to which the Rights Agent may become subject by reason of or as a result of the administration of its duties hereunder or by reason of or as a result of its compliance with the instructions set forth herein or with any written or oral instructions delivered to it pursuant hereto, or as a result of defending its actions as Rights Agent hereunder, including any claim against it by any holder of Rights Shares or Rights; provided that the Company shall have no obligation to the Rights Agent with respect to any cost, expense, loss or damage arising out of or incurred as a result of the Rights Agent's negligence, wilful misconduct or bad faith. -5- 10. Legal Counsel. The Rights Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. 11. Compensation for Services. The Company agrees to pay the Rights Agent for its services hereunder and reimburse it for its reasonable expenses hereunder, all in accordance with the fee schedule previously delivered to the Company. 12. Resignation. The Rights Agent shall have the right to resign as Rights Agent at any time upon thirty (30) days written notice to the Company. 13. Modification of Agreement. This Agreement may not be modified, in whole or in part, except by a writing executed by the parties hereto. Should any provision or portion of this Agreement be held unenforceable or unlawful, the remaining provisions of this Agreement shall remain in full force and effect. 14. Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings relative to such subject matter. 15. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been made when delivered or mailed first-class, postage prepaid, or delivered to a telegraph office for transmission: if to a Registered Holder, at the address of such holder as shown on the registry books maintained by the Rights Agent, or at such holder's address as provided by the Company; if to the Company, at 711 Washington Loop, 2nd Floor, Biloxi, Mississippi 39530, Attention: Rexford A. Yeisley, or at such other address as may have been furnished to the Rights Agent in writing by the Company; and if to the Rights Agent, at its Corporate Office. 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. 17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Rights Agent, and their respective successors and assigns, and the holders from time to time of the Rights or any of them. Nothing in this Agreement is intended or shall be construed to confer upon any other person any right, remedy or claim or to impose upon any other person any duty, liability or obligation. -6- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. CASINO AMERICA, INC. By:________________________________ Name Printed:______________________ Title:_____________________________ NORWEST BANK MINNESOTA, N.A. By:________________________________ Name Printed:______________________ Title:_____________________________ -7- EX-4.13 6 LETTER TO SHAREHOLDERS EXHIBIT 4.13 July 1, 1996 Dear Shareholder: Enclosed with this letter is a Rights Subscription Form relating to non- transferable right to purchase (the "Rights") a specified number of shares of Common Stock, $.01 par value, of Casino America, Inc. which were previously granted to you. This Rights offering is being made upon all of the terms and subject to all of the conditions set forth in the enclosed Prospectus dated July __, 1996. You should review the Prospectus carefully before making any investment decision. Each Right entitles you to subscribe for and purchase one share of Common Stock at an exercise price of $5.875 per share (the "Subscription Price"). If you desire to exercise your Rights to purchase shares of Common Stock of Casino America, Inc., please follow the instructions set forth in the Prospectus. The Rights may only be exercised by completing the enclosed Rights Subscription Form and returning it, together with the correct payment, so that it is received Norwest Bank Minnesota, N.A. or before 5:00 p.m., Eastern Daylight Savings Time, on July 26, 1996. If payment is made by an uncertified personal check, you must make the payment such that the check clears by July 26, 1996. Therefore, you are urged to give your immediate attention to the enclosed materials. Please read the Prospectus and follow the enclosed instructions carefully. UNLESS YOU EXERCISE YOUR RIGHTS IN A TIMELY MANNER, YOUR RIGHTS WILL EXPIRE ON JULY 26, 1996. For additional information on the exercise of Rights, please call the Company's Rights Agent, Norwest Bank Minnesota N.A., at 1-800-___-____. Sincerely, John A. Gallaway President CASINO AMERICA, INC. INSTRUCTIONS FOR COMPLETION OF RIGHTS SUBSCRIPTION FORM PLEASE READ THE PROSPECTUS BEFORE COMPLETING YOUR RIGHTS SUBSCRIPTION FORM GENERAL The number of Rights you have been granted is printed on the face of your Rights Subscription Form. It is also recorded in a register (the "Register") maintained by Norwest Bank Minnesota, N.A. (the "Rights Agent"). Casino America, Inc. (the "Company" or "Casino America") has issued to the holders of record (each a "Holder") of its Common Stock, $.01 par value ("Common Stock"), as of March 15, 1996 (the "Record Date"), other than Bernard Goldstein and certain members of his family (the "Goldstein Family"), rights ("Rights") entitling the Holders to subscribe for an aggregate of 2,807,419 shares of Common Stock. The Company has also issued to (i) the Grand Palais Secured Debt Holders (as defined in the Prospectus) who received shares of Common Stock in connection with the Grand Palais Acquisition (as defined in the Prospectus) rights to purchase 574,200 shares of Common Stock in respect of the shares of Common Stock issued in connection with such acquisition, (ii) Crown Casino Corporation ("Crown Casino") rights to purchase 472,120 shares of Common Stock in respect of shares of Common Stock issued to Crown Casino in connection with the SCGC Acquisition (as defined in the Prospectus), (iii) Crown Casino rights to purchase 212,666 shares of Common Stock in respect of two Warrants to Purchase Common Stock held by Crown Casino and (iv) various individuals either presently or formerly affiliated with the Edward J. DeBartolo Corporation (the "DeBartolo Warrantholders") rights to purchase 229,680 shares of Common Stock in respect of six Warrants held by them. Except as otherwise noted, the term "Holder" includes the Grand Palais Secured Debt Holders, Crown Casino and the DeBartolo Warrantholders, and the terms "Rights" includes the rights referred to in the preceding sentence. Each Holder has been issued 0.2552 of a Right for each share of Common Stock held by such Holder on the Record Date, or with respect to the Grand Palais Secured Debt Holders and Crown Casino, for the shares and warrants held by them as described above, on May 3, 1996, or with respect to the DeBartolo Warrantholders, for the warrants held by them on the Record Date. Each Right entitles the Holder to purchase one share of Common Stock at a subscription price equal to $5.875 per share (the "Subscription Price"), subject to certain limitations. The Rights are not transferable and will expire on July 26, 1996 at 5:00 p.m., New York City time (the "Expiration Date"). The Rights offering is being made upon all of the terms and subject to all of the conditions set forth in the Prospectus. If there are joint owners of Rights, each joint owner must sign the Rights Subscription Form. All signatures should be in exactly the same form as the names of the registered owners printed on the Rights Subscription Form. All other information requested should be printed or typed. To exercise the Rights, the completed and signed Rights Subscription Form and the full Subscription Price for all Shares subscribed for should be submitted to the Rights Agent as follows: If by Regular Mail: If by Express Mail or Courier: If by Hand: The method you use to deliver the completed Rights Subscription Form and payment is at your election and risk, and delivery will be deemed effected only when actually received by the Rights Agent. If delivery is by mail, it is suggested that insured, registered mail with return receipt requested be used. Neither the Company nor the Rights Agent shall incur any liability if a Rights Subscription Form furnished by the Rights Agent or otherwise is not received in time to be exercised. IF PAYMENT IS MADE BY AN UNCERTIFIED CHECK WHICH DOES NOT CLEAR BY THE EXPIRATION DATE, THE ATTEMPTED EXERCISE WILL BE INVALID. ACCORDINGLY, IF YOU WISH TO PAY BY MEANS OF UNCERTIFIED PERSONAL CHECK YOU ARE URGED TO MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT SUCH PAYMENT IS RECEIVED AND CLEARED BY SUCH DATE AND YOU ARE URGED TO CONSIDER PAYMENT BY MEANS OF CERTIFIED OR CASHIER'S CHECK OR MONEY ORDER. __________ RIGHTS NOT EXERCISED PRIOR TO 5:00 P.M., EASTERN DAYLIGHT SAVINGS TIME, ON JULY 26, 1996 (THE "EXPIRATION DATE") WILL BE VALUELESS. RIGHTS ARE ONLY DEEMED EXERCISED UPON THE RECEIPT BY THE RIGHTS AGENT OF (1) A DULY COMPLETED RIGHTS SUBSCRIPTION FORM AND (2) APPROPRIATE PAYMENT. LEGAL PAPERS If the Rights Subscription Form is executed by an executor, administrator, trustee, guardian or other fiduciary or by a corporation, and such person is not registered on the books maintained by the Rights Agent and supplied by the Company as the Registered Holder, the person executing the Rights Subscription Form must give his full title and furnish proper evidence of authority to act. If the subscription form is executed by an attorney-in-fact (except where such execution is by a bank, trust company or broker as agent for the subscriber and the Shares are to be registered in the same names as registered on the books maintained by the Rights Agent and supplied by the Company), evidence of authority to act must be furnished. VALIDITY OF SUBSCRIPTION All questions with respect to the validity and form of the exercise of any Rights (including time of receipt and eligibility to participate in the Rights Offering) will be determined solely by the Company, which determinations shall be final and binding. Once made, subscriptions are irrevocable, and no alternative, conditional or contingent subscriptions will be accepted. The Company reserves the absolute right to reject any subscriptions not properly submitted or the acceptance of which, in the opinion of the Company's counsel, would be unlawful. Any irregularities in connection with subscriptions must be cured prior to the Expiration Date unless waived by the Company in its sole discretion. NEITHER THE COMPANY NOR THE RIGHTS AGENT SHALL BE UNDER ANY DUTY TO GIVE ANY NOTIFICATION OF DEFECTS IN SUCH SUBSCRIPTIONS OR INCUR ANY LIABILITY FOR FAILURE TO GIVE SUCH NOTIFICATION. Subscriptions will be deemed to have been accepted (subject to the Company's right to withdraw or terminate the Rights Offering) only when duly completed subscription documents and good funds with respect to such subscription have been received by the Rights Agent. The Company's interpretations of the terms and conditions of the Rights Offering (including these instructions) shall be final and binding. DELIVERY OF CERTIFICATES Certificates for Shares purchased pursuant to the exercise of Rights will be mailed as soon as practicable following the receipt of all required documents and payment in full of the Subscription Price due for such Shares. Certificates for the Shares will be sent to the address set forth on the face of the Rights unless the -2- subscriber gives different instructions on the subscription form on the reverse side of the Rights Subscription Form. INFORMATION If you have any questions regarding completion, delivery or exercise of your Rights Certificates, you may contact the Rights Agent at 1-800-___-____. -3- EX-5.1 7 OPINION OF MAYER BROWN Exhibit 5.1 [Letterhead of Mayer, Brown & Platt] June 27, 1996 Casino America, Inc. 711 Washington Loop Biloxi, Mississippi 39530 Re: Casino America, Inc. Registration Statement on Form S-3 Commission File No. 333-2610 ---------------------------------- Gentlemen: Reference is made to the Registration Statement on Form S-3 (the "Registration Statement") which Casino America, Inc. (the "Company") is filing with the Securities and Exchange Commission with respect to the proposed sale of up to 4,296,085 shares of the Company's Common Stock in connection with the exercise of Rights to Purchase Common Stock by certain security holders of the Company ("Common Stock"). We have examined such documents and questions of law as we have deemed necessary for this opinion. We are of the opinion that upon their issuance, the shares of Common Stock that are the subject of the Registration Statement will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference made to us under the caption "Legal Matters" in the Registration Statement. Respectfully submitted, Mayer, Brown & Platt EX-23.1 8 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-2610) and related Prospectus of Casino America, Inc. for the registration of 4,296,085 shares of common stock issuable upon exercise of rights and to the incorporation by reference therein of our report dated June 13, 1995, except for the last paragraph of Note 9 as to which the date is June 29, 1995, with respect to the consolidated financial statements of Casino America, Inc. and our report dated May 26, 1995, except for Note 2 as to which the date is June 9, 1995, with respect to the financial statements of Louisiana Riverboat Gaming Partnership, both of which were included in Casino America, Inc.'s Annual Report on Form 10-K for the year ended April 30, 1995, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Chicago, Illinois June 27, 1996 EX-23.2 9 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-3 (File No. 333-2610) of our report, dated August 7, 1995, except as to the third paragraph of Note D for which the date is September 21, 1995 on our audits of the financial statements of St. Charles Gaming Company, Inc., as of April 30, 1995 and 1994 and for the year ended April 30, 1995 and the period from June 25, 1993 (acquisition date) to April 30, 1994, and of our report, which includes an explanatory paragraph relating to the substantial doubt about the Company's ability to continue as a going concern as a result of significant current debt obligations, dated March 8, 1996, except for Note 11 as to which the date is March 26, 1996 on our audits of the financial statements of St. Charles Gaming Company, Inc., as of December 31, 1995 and April 30, 1995 and for the eight month period ended December 31, 1995 and the year ended April 30, 1995, both appearing in Amendment No. 1 to the Form 8-K/A of Casino America, Inc. filed with the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934. The latter report updates our previous opinion on the financial statements for the year ended April 30, 1995. We also consent to the reference to our firm under the caption "Experts." Coopers & Lybrand L.L.P. Dallas, Texas June 28, 1996 EX-23.3 10 CONSENT OF FRED J. BASTIE EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-2610) and related Prospectus of Casino America, Inc. for the registration of 4,296,085 shares of common stock issuable upon exercise of rights and to the incorporation by reference therein of our report dated October 22, 1993, with respect to the financial statements of St. Charles Gaming Company, Inc. included in Amendment No. 1 to Casino America, Inc.'s Current Report on Form 8-K/A filed with the Securities and Exchange Commission. FRED J. BASTIE & ASSOCIATES, P.C. Dallas, Texas June 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----