SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 5
to
FORM S-4
Registration Statement
Under the
Securities Act of 1933
CASINO MAGIC OF LOUISIANA, CORP.
(Exact Name of registrant as specified in its charter)
Louisiana 7999 64-0878110
- ------------------------- ------------------------- -------------------
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classification Identification No.)
or organization) Code Number)
and as Guarantor,
JEFFERSON CASINO CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana 7999 72-1310739
- ------------------------- ------------------------- -------------------
(State or other juris- (Primary Standard (I.R.S. Employer
diction of incorporation Industrial Classification Identification No.)
or organization) Code Number)
1701 Old Minden Road, Bossier City, Louisiana 71111 (318)746-0711
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(Address, Including Zip Code, and Telephone Number, Including Area Code of
Registrants' Principal Executive Offices)
Robert A. Callaway, Vice President/General Counsel,
Casino Magic of Louisiana, Corp.
711 Casino Magic Drive, Bay St. Louis, Mississippi 39520 (601) 466-8000
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(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
copy to:
J. Patrick Ryan
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1500 NationsBank Plaza
300 Convent Street
San Antonio, Texas 78205
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of the Registration
Statement.
If the Securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. |__|
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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 COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 83 of the Louisiana Business Corporation Law ("LBCL") provides in part
that a corporation may indemnify any director, officer, employee or agent of
the corporation against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him or her
in connection with any action, suit or proceeding to which he or she is or was
a party or is threatened to be made a party (including any action, suit or
proceeding to which he or she is or was party or is threatened to be made a
party (including any action by or in the right of the corporation), if such
action arises out of his or her acts in behalf of the corporation and he or
she acted in good faith and not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
The indemnification provisions of the LBCL are not exclusive; however, no
corporation may indemnify any person for willful or intentional misconduct. A
corporation has the power to obtain and maintain insurance, or to create a
form of self-insurance on behalf of any person who is or was acting for the
corporation, regardless of whether the corporation has the legal authority to
indemnify the insured person against such liability.
The Registrants' Articles of Incorporation and By-laws provide for
indemnification for directors, officers, employees and agents or former
directors, officers, employees and agents of the Registrants to the full
extent permitted by Louisiana law.
The Registrants' may obtain an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrants pursuant to the foregoing provision or otherwise, the Registrants
have been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION
- --------- ----------------------------------------------------------------
3.1* Amended and Restated Certificate of Incorporation of Casino Magic
of Louisiana, Corp.
3.2* By-laws of Casino Magic of Louisiana, Corp. (the "Company")
3.3* Certificate of Incorporation of Jefferson Casino Corporation.
3.4* By-laws of Jefferson Casino Corporation.
4.1* Form of the Company's 13% Notes due 2003 with Contingent Interest
in the aggregate principal amount of $115,000,000.
4.2* Form of Guarantee issued on August 22, 1996 by Jefferson Casino
Corporation.
4.3* Indenture dated as of August 22, 1996 by and among the Company,
First Union Bank of Connecticut, as Trustee, and the Guarantors named therein,
for the Company's $115,000,000 of 13% First Mortgage Notes due 2003 with
contingent interest.
4.4* Registration Rights Agreement dated as of August 22, 1996 by and
among the company, the Guarantors named therein and the Initial Purchasers
named therein.
4.5* Cash Collateral and Disbursement Agreement dated August 22, 1996 by
and among the Company, First Union Bank of Connecticut, as Trustee, and First
National Bank of Commerce, as disbursement agent.
4.6* Security Agreement dated as of August 22, 1996 by and between First
Union Bank of Connecticut, as Trustee, and the Company, as Guarantor.
4.7* Stock Pledge and Security Agreement dated as of August 22, 1996 by
and between First Union Bank of Connecticut, as Trustee, and Jefferson Casino
Corporation, as Pledgor.
4.8* Security Agreements dated as of August 22, 1996 by and between
First Union Bank of Connecticut, as Trustee, and Jefferson Casino Corporation.
4.9* First Preferred Ship Mortgage dated as of August 22, 1996 executed
in favor of First Union Bank of Connecticut, as Trustee, by the Company.
4.10* First Preferred Ship Mortgage dated as of August 22, 1996 executed
in favor of First Union Bank of Connecticut, as Trustee, by the Company.
4.11* Mortgage of the Company dated as of August 22, 1996 executed in
favor of First Union Bank of Connecticut, as Trustee.
4.12* Form of Accounts Pledge Agreement.
4.13* Note Purchase Agreement dated August 16, 1996.
4.14* Collateral Assignment dated August 22, 1996.
4.15* First Supplement to the Indenture
4.16* First Supplement to the Security Agreement
5.1** Legal Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
5.2* Legal Opinion of Hoffman Sutterfield Ensenant
8.1** Tax Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.(included
in Exhibit 5.1)
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10.1* Management Agreement
10.2* Tax-Sharing Agreement
10.3* Credit Agreement with First National Bank of Commerce dated
March 27, 1997.
10.4* Agreement for the sale of the Crescent City Queen Riverboat.
21* List of Subsidiaries
23.1* Consent of Arthur Andersen, L.L.P
23.2** Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1)
23.3* Consent of Hoffman Sutterfield Ensenant (included in Exhibit 5.2)
24* Powers of Attorney of certain directors
25.1* Statement of Eligibility and Qualification on Form T-1 under the
Trust Indenture Act of 1939 of First Union Bank of Connecticut, as Trustee
under the Indenture relating to the 13% First Mortgage Notes due 2003 with
contingent interest.
25.2* Report of Financial Condition of Trustee (Exhibit 7 to T-1)
27* Financial Data Schedule (filed electronically only)
99.1* Form of Letter of Transmittal
99.2* Form of Notice of Guaranteed Delivery
99.3* Form of Letter to Securities Dealers, Commercial Banks, Trust
Companies and Other Nominees
99.4* Form of Letter to Clients
99.5* Guidelines of Certification of Taxpayer Identification Number on
Form W-9
* Previously filed as an exhibit to this Registration No 333-14535
** Filed herewith
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(b) Financial Statement Schedules
None.
All schedules are omitted because the required information is not present in
amounts sufficient to require submission of the schedule or because the
information required is included in the financial statements or notes thereto.
ITEM 22. UNDERTAKINGS
A. Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing provisions,
or otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrants of expenses incurred or paid by a
director, officer or controlling person of the Registrants 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 Registrants 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 Securities Act and will be governed
by the final adjudication of such issue.
B. The undersigned Registrants hereby undertake:
(1)To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a) (3) of the Securities
Act of 1993;
(ii)To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
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(2)That for the purpose of determining any liability under the Securities Act
of 1933, as amended, 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 the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
C.(1) The undersigned Registrants hereby undertake as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The Registrants undertake that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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."
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrants certify that each of them has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-4 and has duly caused
this Amendment No. 5 to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized , in the City of Bay St. Louis,
State of Mississippi on the 21 day of July, 1997.
CASINO MAGIC OF LOUISIANA, CORP.
By :/s/James E. Ernst
President and Chief Executive Officer
JEFFERSON CASINO CORP.
By : /s/James E. Ernst
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 5 to the Registration Statement has been signed below by the
following persons in the capacities indicated.
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SIGNATURE TITLE DATE
Applicable in each case to both
Jefferson Casino Corp. and
Casino Magic of Louisiana Corp.
- ---------------------------- --------------------------- ----------------
:/s/ Marlin F. Torguson Chairman of the Board July 21, 1997
:/s/ James E. Ernst President and Chief July 21, 1997
Executive Office (principal
executive officer)
:/s/ Jay S. Osman Chief Financial Officer, July 21, 1997
Executive Vice President
and Treasurer (principal
financial and accounting
officer)
/s/ Roger H. Frommelt* Director July 217, 1997
- ----------------------------
/s/ E. Thomas Welch* Director July 21, 1997
- ----------------------------
* By:/s/ James E. Ernst
James E. Ernst, as Attorney in fact
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July 21, 1997
Casino Magic of Louisiana, Corp.
Jefferson Casino Corporation
1701 Old Minden Road
Bossier City, Louisiana 71111
Gentlemen:
We have acted as counsel to Casino Magic of Louisiana, Corp., a Louisiana
corporation (the "Company"), and its parent corporation, Jefferson Casino
Corporation ("Jefferson Corp." or the "Guarantor"), a Louisiana corporation,
in connection with the Indenture dated August 22, 1996 among the Company,
Jefferson Corp. and First Union Bank of Connecticut as Trustee (the
"Indenture"), the Registration Rights Agreement dated August 22, 1996 (the
"Registration Rights Agreement") among the Company, the Guarantor and
Wasserstein Perella Securities, Inc., Jefferies & Company, Inc. and Deutsche
Morgan Grenfell (the latter three persons collectively the "Initial
Purchasers") and the exchange offer (the "Exchange Offer") pursuant to the
Registration Rights Agreement of up to $115 million aggregate principal amount
of 13% Series B First Mortgage Notes Due 2003 with Contingent Interest (the
"Series A Notes") and together with the Series B Notes, the "Notes"). Any
capitalized term used in this opinion letter which is not defined herein shall
have the meaning attributed to same in the Indenture. We have also acted as
counsel to the Company and Guarantor in connection with a registration
statement on Form S-4(No. 333-14535) filed on October 21, 1996 with the
Securities and Exchange Commission and as amended through Amendment No. 5
thereto to be filed on or about the date hereof (the "Registration
Statement"), as required by the Registration Rights Agreement, and we hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm in the prospectus included in the
Registration Statement under the captions "Certain Federal Income Tax
Consequences" and "Legal Matters."
This firm is a registered limited liability partnership organized under the
laws of the State of Texas. The opinions hereinafter set forth are limited to
questions arising under the laws of the State of New York and the Federal Laws
of the United States of America as in effect on the date hereof, and no
opinion is expressed as to the laws of any other jurisdiction.
In connection with this opinion letter we have examined copies of the
Registration Statement and of the following (the "Transaction Documents").
<PAGE>
Casino Magic of Louisiana, Corp.
July 21, 1997-Page 2
1. Purchase Agreement between Casino Magic of Louisiana, Corp., and
Wasserstein Perella Securities, Inc., Jefferies & Company, Inc. and Deutsche
Morgan Grenfell/C.J. Lawrence, Inc. as Initial Purchasers of the $115,000
First Mortgage Notes due 2003 (the "Purchase Agreement").
2. The Indenture and the forms of Notes attached thereto.
3. The Registration Rights Agreement.
4. Stock Pledge and Security agreement by Jefferson Casino Corporation in
favor of First Union Bank of Connecticut as trustee for the benefit of the
holders of the Notes (the "Stock Pledge and Security Agreement")
(collectively, such documents, Nos. 1-4 above, referred to as the "New York
Documents"). We have also examined copies of certain of the other Collateral
Documents.
In addition, we have examined originals or photostatic, certified or conformed
copies of all such agreements, documents, instruments, corporate records,
certificates of public officials, public records and certificates of officers
of the Company and Jefferson Corp. as we have deemed necessary or appropriate
in the circumstances. In our examination, we have assumed (i) the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies thereof, and the authenticity of the
originals of such certified or photostatic copies; (ii) the due authorization,
execution and delivery of all agreements and documents by all parties other
than the Company or Jefferson Corp.; (iii) the legal right, power, and
authority of all such parties other than the Company or Jefferson Corp. under
all applicable laws and regulations to enter into, execute and deliver such
agreements and documents and to consummate the transactions contemplated
thereby; and (iv) that the New York Documents and the Collateral Documents are
legal, valid and binding obligations of the Initial Purchasers, the Trustee,
and any other Person or party thereto other than the Company or Jefferson
Corp., enforceable against such persons in accordance with their respective
terms. In addition, we have relied upon factual representations made to us by
the Company and Jefferson Corp. and the assumptions set forth herein.
Based upon and subject to the foregoing and subject to the qualifications,
exceptions, assumptions and limitations set forth below, we are of the opinion
that:
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Casino Magic of Louisiana, Corp.
July 21, 1997-Page 3
1. The Series B Notes (including the guarantee thereon by the Guarantor),
when authenticated by the Trustee and issued and delivered in accordance with
the terms of the Exchange Offer and the Indenture, will have been duly and
validly authenticated, issued and delivered and will constitute valid and
binding obligations of the Company and Jefferson Corp., enforceable against
the Company and Jefferson Corp. in accordance with their terms and entitled to
the benefits provided by the Indenture.
2. The Indenture has been duly executed and delivered by the Company and
Jefferson Corp. and constitutes a valid and binding obligation of the Company
and Jefferson Corp., enforceable against the Company and Jefferson Corp. in
accordance with its terms.
3. The Stock Pledge Agreement has been duly executed and delivered by
Jefferson Corp. and constitutes a valid and binding obligation of Jefferson
Corp., enforceable against Jefferson Corp.
4. The discussion under the heading "Certain Federal Income Tax
Considerations" contained in the prospectus included in the Registration
Statement expresses our opinion as to the material federal income tax
consequences expected to result to the Holders of the Notes from the Exchange
Offer, subject to the limitations and qualifications set forth in such
discussion.
The foregoing opinions are subject to the following qualifications,
exceptions, assumptions and limitations:
A. The enforceability of the Indenture and the Series B Notes may be (a)
limited by and subject to applicable liquidation, conservatorship, bankruptcy,
insolvency, reorganization, fraudulent transfer or conveyance, moratorium or
other similar laws affecting creditors' rights generally from time to time in
effect; (b) subject to general principles of equity, commercial reasonableness
and conscionability (regardless of whether applied in a proceeding in equity
or at law); and (c) limited by or subject to the powers of courts to award
damages in lieu of equitable remedies.
B. We express no opinion as to the enforceability of any provision
purporting to (i) waive the benefits of any statute of limitation or any
applicable bankruptcy, insolvency, stay, extension, waiver or usury law or
waive any rights under any applicable statutes or rules hereafter enacted or
promulgated; (ii) covenant to take actions, the taking of which is
discretionary with or subject to the approval of a third party or which are
otherwise subject to a contingency, the fulfillment of which is not within the
control of the party so covenanting; (iii) restricting access to legal or
equitable remedies (including without limitation, proper jurisdiction or
venue).
<PAGE>
Casino Magic of Louisiana, Corp.
July 21, 1997-Page 4
C. The phrase "to our knowledge" as used in this opinion letter means the
current actual factual knowledge of the lawyers in the San Antonio and New
York offices of this firm who have given substantive legal representation to
the Company or Jefferson Corp. (collectively, the "Participating Attorneys").
We reiterate that our opinions as to matters of law are limited to laws
specified in the second paragraph of this opinion letter.
D. The opinions expressed as to the enforceability of the choice of law as
between the contracting parties is qualified to the extent that the following
matters relating to the New York Documents or rights or obligations of a party
thereunder may be governed by the laws of states other than New York: (i)
title to assets, due formation and existence of the Company and Jefferson
Corp., their corporate power to enter into such documents, the authorization
of such documents by all necessary action on the part of the Company and
Jefferson Corp. and similar matters governed by applicable laws of the State
of Louisiana or other states where the assets are located; and (ii) laws of
jurisdictions other than the State of New York applicable to the assignment,
conveyance or other transfer of property of the Company and Jefferson Corp.
This letter and the matters addressed herein are as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of any change
in any matter set forth herein occurring after the date hereof.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
