-----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, EmjGFy7ibooA6cMZE7ZzVfiEWNHFukOpOroncaafIOXmbJD76N+fqwB7Yr6WQvDS zWCL6dmgJOYb/HKLKekzUw== 0000950131-96-003602.txt : 19960805 0000950131-96-003602.hdr.sgml : 19960805 ACCESSION NUMBER: 0000950131-96-003602 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-07517 FILED AS OF DATE: 19960802 EFFECTIVENESS DATE: 19960802 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-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-09453 FILM NUMBER: 96603026 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-3MEF 1 462B FILING AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- 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) (ADDITIONAL REGISTRANTS ARE LISTED ON THE FOLLOWING PAGE) 711 WASHINGTON LOOP BILOXI, MISSISSIPPI 39530 (601) 436-7000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF PRINCIPAL EXECUTIVE OFFICES FOR EACH OF THE REGISTRANTS) 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 EACH OF THE REGISTRANTS) -------------- COPIES TO: PAUL W. THEISS THEODORE H. LATTY MAYER, BROWN & PLATT HUGHES HUBBARD & REED LLP 190 SOUTH LASALLE STREET 350 SOUTH GRAND AVENUE CHICAGO, ILLINOIS 60603 LOS ANGELES, CALIFORNIA 90071 -------------- 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: [X] 333-7517. 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 MAXIMUM PROPOSED MAXIMUM OFFERING PRICE AGGREGATE TITLE OF EACH CLASS OF AMOUNT TO BE PER OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------ Senior Secured Notes.................. $15,000,000 100% $15,000,000 $5,172.41 - ------------------------------------------------------------------------------------------------------ Guarantees of Senior Secured Notes.... -- -- -- (1) - ------------------------------------------------------------------------------------------------------ Guarantees of Guarantees.............. -- -- -- (1)
- ------------------------------------------------------------------------------- (1) No separate consideration will be paid for the Guarantees; therefore no registration fee is required with respect thereto. -------------- THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS 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. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Commission File No. 333-7517) filed by Casino America, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") on July 3, 1996, as amended by Amendment No. 1 to Registration Statement on Form S-3 filed by the Company with the Commission on July 18, 1996 and Amendment No. 2 to Registration Statement on Form S-3 filed by the Company with the Commission on July 31, 1996, which was declared effective July 31, 1996, are incorporated herein by reference. 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 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 1ST DAY OF AUGUST, 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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ 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 /s/ Martin Greenberg Director ___________________________________________ Martin Greenberg /s/ Emanuel Crystal Director ___________________________________________ Emanuel Crystal
II-1 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 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 1ST DAY OF AUGUST, 1996. Riverboat Corporation of Mississippi /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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
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 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 1ST DAY OF AUGUST, 1996. Riverboat Corporation of Mississippi-- Vicksburg /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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-3 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 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 1ST DAY OF AUGUST, 1996. Riverboat Services Incorporated /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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-4 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 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 1ST DAY OF AUGUST, 1996. CSNO, 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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-5 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 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 1ST DAY OF AUGUST, 1996. Louisiana Riverboat Gaming Partnership By: CSNO, Inc., its General Partner /s/ Allan B. Solomon By __________________________________ Allan B. Solomon Member of the Executive Committee 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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Member of the Executive Committee ___________________________________________ Bernard Goldstein /s/ Allan B. Solomon Member of the Executive Committee ___________________________________________ Allan B. Solomon /s/ Gerald Wiemann Member of the Executive Committee ___________________________________________ Gerald Wiemann
II-6 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 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 1ST DAY OF AUGUST, 1996. St. Charles Gaming Company /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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-7 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 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 1ST DAY OF AUGUST, 1996. Grand Palais Riverboat, 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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-8 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 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 1ST DAY OF AUGUST, 1996. LRG Hotels, L.L.C. /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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-9 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 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 1ST DAY OF AUGUST, 1996. LRGP Holdings, 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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-10 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 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 1ST DAY OF AUGUST, 1996. P.P.I., 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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-11 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 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 1ST DAY OF AUGUST, 1996. ASMI Management 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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-12 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 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 1ST DAY OF AUGUST, 1996. Isle of Capri Casino Colorado, 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 REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
NAME TITLE ---- ----- /s/ Bernard Goldstein Chairman of the Board, Chief Executive ___________________________________________ Officer and Director Bernard Goldstein /s/ John Gallaway President and Director ___________________________________________ John Gallaway /s/ Rexford Yeisley Chief Financial Officer (Principal ___________________________________________ Financial and Accounting Officer) Rexford Yeisley /s/ Allan B. Solomon Executive Vice President, Secretary, ___________________________________________ General Counsel and Director Allan B. Solomon
II-13 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION ------- ------------------------------------------------------- ---------- *1.1 Form of Senior Secured Notes Purchase Agreement 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 8, 1996 between the Company and Fleet National Bank (successor to Shawmut Bank Connecticut, National Association) as Trustee (Incorporated by reference to Amendment No. 2 to the Company's Registration Statement on Form S-3 filed June 28, 1996 (File No. 333-2610)) *4.7 Fourth Supplemental Indenture dated July 26, 1996 between the Company and Fleet National Bank (successor to Shawmut Bank Connecticut, National Association) as Trustee................................................ 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 Form of Senior Secured Notes Indenture *4.10 Form of Senior Secured Note *4.11 Form of Senior Secured Notes Subsidiary Guarantee 4.12 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 **5.1 Opinion of Mayer, Brown & Platt........................ 10.1 Purchase Agreement, dated July 2, 1996, by and between CSNO Inc., LRGP Holdings, Inc. and Louisiana River Site Development, Inc. (Incorporated by reference to the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 1996 (File No. 0-20538)) *10.2 Form of Accounts Pledge Agreement *10.3 Form of Company Security Agreement *10.4 Form of Subsidiary Security Agreement
EXHIBIT NUMBER DESCRIPTION ------- ------------------------------------------------------- ---------- *10.5 Form of Company Pledge Agreement *10.6 Form of Subsidiary Guarantor Pledge Agreement *10.7 Form of Mortgage (Louisiana) *10.8 Form of Deed of Trust (Mississippi) *10.9 Form of Mortgage (Florida) *10.10 Form of Ship/Fleet Mortgage 12.1 Computation of Ratio of Earnings to Fixed Charges (Incorporated by reference to Amendment No. 1 to the Company's Registration Statement on Form S-3 (File No. 333-7517)) **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)
- -------- * Incorporated herein by reference to the like-numbered exhibit to Amendment No. 2 to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on July 31, 1996 (File No. 333-7517). ** Filed herewith. 2 EX-5.1 2 OPINION OF MAYER, BROWN & PLATT EXHIBIT 5.1 August 1, 1996 Casino America, Inc. 711 Washington Loop Biloxi, Mississippi 39530 Ladies and Gentlemen: We have acted as special counsel to Casino America, Inc., a Delaware corporation ("Casino America"), and have advised Casino America in connection with the proposed issuance and sale of $15,000,000 in additional principal amount of Casino America's Senior Secured Notes (the "Securities") and the guarantee by certain subsidiaries of Casino America (the "Subsidiary Guarantors") of Casino America's obligations under the Securities (the "Guarantees"). The Securities and the Guarantees are to be issued under an Indenture (the "Indenture") among Casino America, the Subsidiary Guarantors and Fleet National Bank, as Trustee (the "Trustee"), with certain terms of the Securities to be established by certain officers of Casino America who have been authorized by its Board of Directors to do so, as part of the corporate action taken and to be taken (the "Casino America Corporate Proceedings") relating to the issuance of the Securities. The Guarantees will be issued with certain terms to be established by certain officers of the Subsidiary Guarantors who have been authorized by their Board of Directors or Management Committees (in the case of Louisiana Riverboat Gaming Partnership) to do so, as part of the action taken and to be taken (the "Subsidiary Guarantor Proceedings") relating to the issuance of the Guarantees. We have participated in the preparation and filing of a Registration Statement on Form S-3 (the "Registration Statement") being filed jointly by Casino America and the Subsidiary Guarantors pursuant to which the Securities and the Guarantees are to be registered under the Securities Act of 1933, as amended. In addition, we have reviewed, examined and are otherwise familiar with such corporate and other records, instruments, certificates and documents as we considered necessary to enable us to express this opinion. Based on the foregoing, it is our opinion that, upon its proper execution by all required signatories, the Indenture shall be a valid and binding instrument and that, upon the completion of the Casino America Corporate Proceedings and the authentication, issuance, sale and delivery August 1, 1996 Page 2 of the Securities, the Securities shall be legal, valid and binding obligations of Casino America, entitled to the benefits of the Indenture, including such terms as are established pursuant to the Casino America Corporate Proceedings, in accordance with the respective terms thereof (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affection creditors' rights generally from time to time in effect and to general principles of equity). It is also our opinion that, when the Securities have been duly executed, authenticated, issued, sold and delivered, and upon the completion of the Subsidiary Guarantor Corporate Proceedings, the Guarantees will be valid and binding obligations of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with their terms and entitled to the benefits of the Indenture, including such terms as are established pursuant to the Subsidiary Guarantor Corporate Proceedings, in accordance with the respective terms thereof (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting creditors' rights generally from time to time in effect and the general principles of equity). We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to being named in the prospectus under the caption "Legal Matters" with respect to the matters stated therein. We are admitted to practice law in the State of Illinois and we express no opinions as to matters under or involving any laws other than the laws of the State of Illinois, the federal laws of the United States of America and the General Corporation Law of the State of Delaware. Very truly yours, Mayer, Brown & Platt EX-23.1 3 CONSENT OF ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the captions "Experts" and "Selected Historical Consolidated Financial Information", and to the use of our report dated June 3, 1996, with respect to the consolidated financial statements of Casino America, Inc., and to the use of our report dated May 22, 1996, with respect to the financial statements of Louisiana Riverboat Gaming Partnership, included in the Registration Statement (Form S-3 No. 333-7517) and related Prospectus of Casino America, Inc. filed with the Securities and Exchange Commission on July 3, 1996, as amended on July 18, 1996 and July 31, 1996; such Registration Statement is incorporated by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933. Ernst & Young LLP Chicago, Illinois August 1, 1996 EX-23.2 4 CONSENT OF COOPERS & LYBRAND EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement on Form S-3 (file no. 333-7517) and related Prospectus of Casino America, Inc. filed with the Securities and Exchange Commission on July 3, 1996, as amended on July 18, 1996 and July 31, 1996 (such Registration Statement is incorporated by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933) 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 8K/A of Casino America, Inc. filed with the Securities and Exchange Commission pursuant to the Securities Act of 1934. We also consent to the inclusion in the aforementioned Registration Statement on Form S-3 (file no. 333-7517) of our report, dated June 14, 1996, on our audits of the financial statements of St. Charles Gaming Company, Inc., as of April 30, 1995 and 1996 and for the period from June 25, 1993 (acquisition date) to April 30, 1994 and for the years ended April 30, 1995 and 1996. Our report dated June 14, 1996, updates the aforementioned reports. We also consent to the reference to our firm under the caption "Experts". Coopers & Lybrand L.L.P. Dallas, Texas August 1, 1996 EX-23.3 5 CONSENT OF FRED J. BASTIE & ASSOCIATES EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-3 No. 333-7517) and related Prospectus of Casino America, Inc. filed with the Securities and Exchange Commission on July 3, 1996, as amended on July 18, 1996 and July 31, 1996 (such Registration Statement is incorporated by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the Securities Act of 1933) of our report dated October 22, 1993, with respect to the financial statements of St. Charles Gaming Company, Inc. included in Casino America, Inc.'s Current Report on Form 8-K/A dated May 3, 1996, filed with the Securities and Exchange Commission on June 4, 1996 and amended on June 28, 1996. FRED J. BASTIE & ASSOCIATES, P.C. Dallas, Texas August 1, 1996 -----END PRIVACY-ENHANCED MESSAGE-----