<PAGE> 1
As filed with the Securities and Exchange Commission on August 12, 1999
Registration No. 333-80737
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4 TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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HORSESHOE GAMING HOLDING CORP.
(Exact name of Registrant as specified in its charter)
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DELAWARE 7999 88-0425131
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(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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4024 SOUTH INDUSTRIAL ROAD
LAS VEGAS, NEVADA 89103
(702) 650-0080
(Address, including ZIP code, and
telephone number, including
area code, of registrant's
principal executive
offices)
------------------------------------
KIRK C. SAYLOR
CHIEF FINANCIAL OFFICER
HORSESHOE GAMING HOLDING CORP.
568 COLONIAL ROAD
MEMPHIS, TENNESSEE 38117
TELEPHONE: (901) 820-2460
FACSIMILE: (901) 820-2461
(Name, address, including ZIP code, and
telephone number, including
area code, of agent
for service)
------------------------------------
Copy to:
ROBERT M. FRIEDMAN, ESQ.
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 758-9500
FACSIMILE: (212) 758-9526
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Approximate date of commencement of proposed sale of securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
<PAGE> 2
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. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule
462(d) 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. / /
------------------------------------
WE HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL WE SHALL FILE A FURTHER
AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEN
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
SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 3
Explanatory Note
This amendment is being filed solely to add an exhibit to the
registration statement.
<PAGE> 4
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The General Corporation Law of the State of Delaware (the "Delaware
Law") permits indemnification of directors, employees and agents of corporations
under certain conditions and subject to certain limitations. Pursuant to the
Delaware Law, we have included in our Certificate of Incorporation and bylaws a
provision to eliminate the personal liability of our directors for monetary
damages for breach or alleged breach of their duty of care to the fullest extent
permitted by the Delaware Law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following is a complete list of Exhibits filed as a part of this
Registration Statement, which are incorporated herein:
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1.1 ### Purchase Agreement, dated May 6, 1999, by and among Horseshoe
Gaming Holding Corp. and the initial purchasers.
2.1 ## First Amendment to Deposit Escrow Agreement, by and among
Horseshoe Gaming, L.L.C. and Empress Entertainment, Inc.,
dated March 25, 1999.
2.2 ## First Amendment to Agreement and Plan of Merger, dated as
of March 25, 1999, to the Agreement and Plan of Merger, dated
as of September 22, 1998, by and among Horseshoe Gaming,
L.L.C., Horseshoe Gaming (Midwest), Inc., Empress Acquisition
Illinois, Inc., Empress Acquisition Indiana, Inc., Empress
Casino Joliet Corporation, Empress Casino Hammond Corporation
and Empress Entertainment, Inc.
2.3 # Agreement and Plan of Merger, dated as of September 2, 1998,
by and among Horseshoe Gaming, L.L.C., Horseshoe Gaming
(Midwest), Inc., Empress Acquisition Illinois, Inc., Empress
Acquisition Indiana, Inc., Empress Casino Joliet Corporation,
Empress Casino Hammond Corporation and Empress Entertainment,
Inc.
2.4 ### Subscription and Reorganization Agreement, dated as of
April 23, 1999, by and among Horseshoe Gaming Holding Corp,
Horseshoe Gaming, L.L.C., Robinson Property Group, Inc., and
others listed therein.
2.5 #### Second Amendment to Agreement and Plan of Merger, dated
as of July 23, 1999, to the Agreement and Plan of Merger,
dated as of September 22, 1998, by and among Horseshoe Gaming,
L.L.C., Horseshoe Gaming (Midwest), Inc., Empress Acquisition
Illinois, Inc., Empress Acquisition Indiana, Inc., Empress
Entertainment, Inc., Empress Casino Joliet Corporation and
Empress Casino Hammond Corporation.
3.1 ### Certificate of Incorporation of Horseshoe Gaming Holding Corp.
3.2 ### By-laws of Horseshoe Gaming Holding Corp.
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4.1 ### Indenture, dated as of May 11, 1999, by and between
Horseshoe Gaming Holding Corp. and U.S. Trust Company,
National Association.
4.2 ### Second Supplemental Indenture, dated as of May 11, 1999,
to Indenture, dated as of October 10, 1995, by and between
Horseshoe Gaming, L.L.C., Robinson Property Group Limited
Partnership and U.S. Trust Company, National Association.
4.3 * Mortgage, Security Agreement and Assignment of Leases and
Rents executed by Horseshoe Entertainment, as Mortgagor, in
favor of Horseshoe Gaming, L.L.C., as Mortgagee.
4.4 * First Preferred Ship Mortgage on the whole of the Queen of
the Red executed by Horseshoe Entertainment, as Owner and
Mortgagor, in favor of Horseshoe Gaming, L.L.C., as Mortgagee.
4.5 * Bossier City Security Agreement and Assignment thereof.
4.6 * Deed of Trust Security Agreement and Assignment of Leases
and Rents from Robinson Property Group Limited Partnership, as
Grantor, to Rowan H. Taylor, Jr., an individual, as Trustee
for the benefit of Horseshoe Gaming, L.L.C., and Hanwa
American Corp., Yewdale Holdings Limited and debis Financial
Services, Inc., as Beneficiaries.
4.7 * First Preferred Ship Mortgage on the whole of the Horseshoe
Casino and Hotel, Tunica executed by Robinson Property Group
Limited Partnership, as Owner and Mortgagor, in favor of
Horseshoe Gaming, L.L.C. and Chemical Trust Company of
California, as Mortgagee.
4.8 * Tunica County Security Agreement and Assignment thereof.
4.9 * Intercompany Senior Secured Note due September 30, 2000,
executed by Horseshoe Entertainment in favor of Horseshoe
Gaming, L.L.C.
4.10 * Intercompany Senior Secured Note due September 30, 2000,
executed by Robinson Property Group Limited Partnership in
favor of Horseshoe Gaming, L.L.C.
4.11 * Form of Senior Note of Horseshoe Gaming, L.L.C. 12.75% Senior
Notes due 2000.
4.12 * Indenture, dated as of October 10, 1995, by and among
Horseshoe Gaming, L.L.C., U.S. Trust Company of California,
N.A., as Trustee, and Robinson Property Group Limited
Partnership, as Guarantor, with respect to the 12.75% Senior
Notes due 2000.
4.13 * Collateral Agency Agreement, dated as of October 6, 1995, by
and among Horseshoe Gaming, L.L.C., Robinson Property Group
Limited Partnership, B&O Development Limited Partnership, JBB
Gaming Investments, L.L.C. (formerly Worldwide Gaming
Investments, L.L.C.), and Jack Binion, as Grantors, the
Purchasers of the 12.75% Senior Notes due 2000, and United
States Trust Company of New York, as Collateral Agent.
4.14 * Second Pledge Agreement, dated as of October 10, 1995, from
Jack Binion, B&O Development Limited Partnership, and JBB
Gaming Investments, L.L.C. (formerly Worldwide Gaming
Investments, L.L.C.) in favor of United States Trust Company
of New York, as Collateral Agent for the benefit of the
Holders of 12.75% Senior Notes due September 30, 2000 issued
by Horseshoe Gaming, L.L.C.
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4.15 ### Amendment No. 1 to Second Pledge Agreement, from Jack
Binion, B&O Development Limited Partnership, JBB Gaming
Investments, L.L.C. in favor of United States Trust Company of
New York for the benefit of the Holders of 12.75% Senior Notes
due September 30, 2000.
4.16 * Second Pledge Agreement, dated as of October 10, 1995, from
Horseshoe Gaming, L.L.C. in favor of United States Trust
Company of New York, for the ratable benefit of the Holders of
12.75% Senior Notes due September 30, 2000 issued by Horseshoe
Gaming, L.L.C.
4.17 ### Amendment No. 1 to Second Pledge Agreement, from Horseshoe
Gaming, L.L.C. in favor of United States Trust Company of New
York for the ratable benefit of the Holders of 12.75% Senior
Notes due September 30, 2000.
4.18 * Second Ship Mortgage on the Whole of the Queen of the Red by
Horseshoe Entertainment owner and mortgagor in favor of
Horseshoe Gaming, L.L.C., as Mortgagee.
4.19 ### Amendment No. 1 to Second Ship Mortgage on the Whole of
the Queen of the Red by Horseshoe Entertainment in favor of
Horseshoe Gaming, L.L.C.
4.20 * Bossier City Second Security Agreement and Assignment thereof.
4.21 * Second Deed of Trust, Security Agreement and Assignment of
Leases and Rents from Robinson Property Group Limited
Partnership, as Grantor, to Rowan H. Taylor, Jr., an
individual, as Trustee for the benefit of Horseshoe Gaming,
L.L.C. and United States Trust Company of New York, as
Collateral Agent for the Senior Note Holder, as beneficiaries.
4.22 ### Amendment No. 1 to Second Deed of Trust, Security
Agreement and Assignment of Leases and Rents from Robinson
Property Group, Limited Partnership to Rowan H. Taylor, Jr.
for the benefit of Horseshoe Gaming, L.L.C. and United States
Trust Company of New York for the ratable benefit of the
Holders of 12.75% Senior Notes due September 30, 2000.
4.23 * Second Ship Mortgage on the Whole of the Horseshoe Casino &
Hotel, Tunica executed by Robinson Property Group Limited
Partnership, as Owner and Mortgagor, in favor of Horseshoe
Gaming, L.L.C. and United States Trust Company of New York, as
Collateral Agent for the ratable benefit of the Senior Note
Holders.
4.24 ### Amendment No. 1 to Second Ship Mortgage on the Whole of
the Horseshoe Casino & Hotel, Tunica executed by Robinson
Property Group Limited Partnership, as Owner and Mortgagor, in
favor of Horseshoe Gaming, L.L.C. and United Trust Company of
New York.
4.25 *** Amendment No. 1 to Indenture, dated as of July 19, 1996,
by and among Horseshoe Gaming, L.L.C., Robinson Property Group
Limited Partnership and U.S. Trust Company of California,
N.A., as Trustee under the Indenture.
4.26 + Intercompany Senior Secured Note due September 30, 2000
executed by Robinson Property Group Limited Partnership in
favor of Horseshoe Gaming, L.L.C.
4.27 + Intercompany Senior Secured Note due September 30, 2000 executed
by Horseshoe Entertainment in favor of Horseshoe Gaming, L.L.C.
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4.28 ++ Purchase Agreement for 9 3/8% Series A Senior Subordinated Notes
by and among Horseshoe Gaming, L.L.C. and Robinson Property
Group Limited Partnership, as guarantor, and Wasserstein
Perella Securities, Inc. as Initial Purchaser.
4.29 ++ Form of 9 3/8% Senior Subordinated Note due 2007 of Horseshoe
Gaming, L.L.C.
4.30 ++ Indenture, dated as of June 15, 1997, by and among
Horseshoe Gaming, L.L.C., U.S. Trust Company of Texas, N.A.,
as Trustee, and Robinson Property Group Limited Partnership,
as guarantor, with respect to the 9 3/8% Senior Subordinated
Notes due 2007.
4.31 ++ Exchange and Registration Rights Agreement, dated as of
June 25, 1997, by and among Horseshoe Gaming, L.L.C., Robinson
Property Group Limited Partnership and Wasserstein Perella
Securities, Inc.
4.32 ++ Intercompany Senior Secured Note due June 15, 2007 executed
by Robinson Property Group Limited Partnership in favor of
Horseshoe Gaming, L.L.C.
4.33 ++ Intercompany Senior Secured Note due June 15, 2007 executed by
Horseshoe Entertainment in favor of Horseshoe Gaming, L.L.C.
4.34 +++ Intercompany Senior Secured Note due June 15, 2000
executed by Robinson Property Group Limited Partnership in
favor of Horseshoe Gaming, L.L.C.
4.35 +++ Intercompany Senior Secured Note due June 15, 2000 executed by
Horseshoe Entertainment in favor of Horseshoe Gaming, L.L.C.
4.36 +++ Amended and Restated Credit Facility Agreement, dated as
of November 12, 1997, by and among Horseshoe Gaming, L.L.C.
and Canadian Imperial Bank of Commerce as agent for the
lenders.
4.37 ### Amendment No. 1 to the Amended and Restated Note
Assignment, dated as of May 11, 1999, from Horseshoe Gaming,
L.L.C. in favor of the Holders of Senior Secured Credit
Facility Notes due September 30, 2000.
4.38 +++ Form of Revolving Note between Horseshoe Gaming, L.L.C. and
Lender pursuant to the Amended and Restated Credit Facility Agreement.
4.39 +++ Form of Swingline Note between Horseshoe Gaming, L.L.C.
and Canadian Imperial Bank of Commerce pursuant to the Amended
and Restated Credit Facility Agreement.
4.40 +++ Security Agreement made as of November 12, 1997 by the Company
in favor of Canadian Imperial Bank of Commerce (the "Bank").
4.41 +++ Guarantee and Security Agreement made by Horseshoe Gaming, Inc.
as of November 12, 1997 in favor of the Bank.
4.42 +++ Guarantee and Security Agreement made by Horseshoe GP, Inc. as
of November 12, 1997 in favor of the Bank.
4.43 +++ Amended and Restated Guarantee and Security Agreement made
by Robinson Property Group LP as of November 12, 1997 in favor
of the Bank.
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4.44 +++ Guarantee and Security Agreement made by New Gaming
Capital Partnership as of November 12, 1997 in favor of the
Bank.
4.45 +++ Guarantee and Security Agreement made by Horseshoe Ventures
as of November 12, 1997 in favor of the Bank.
4.46 +++ Amended and Restated Note Assignment made by Horseshoe
Gaming, L.L.C. as of November 12, 1997 in favor of the Bank
and United States Trust Company of New York for the ratable
benefit of the Holders of 12.75% Senior Notes due September
30, 2000 issued by Horseshoe Gaming, L.L.C.
4.47 +++ Amended and Restated Pledge Agreement of HGHC as of November 12,
1997 in favor of the Bank.
4.48 +++ Amended and Restated Pledge Agreement of JBB Gaming Investments
as of November 12, 1997 in favor of the Bank.
4.49 +++ Amended and Restated Intercreditor Agreement, dated as of November
12, 1997, by and between Horseshoe Gaming, L.L.C. and Canadian
Imperial Bank of Commerce.
4.50 @ Dealer Manager Agreement, dated as of April 20, 1999, by and
between Horseshoe Gaming, L.L.C. and Donaldson, Lufkin &
Jenrette Securities Corporation.
4.51 **** Horseshoe Gaming Holding Corp. Credit Agreement, dated as of June 30,
1999, by and among Horseshoe Gaming Holding Corp., the Lenders listed
therein, DLJ Capital Funding, Inc. and Canadian Imperial Bank of Commerce.(1)
5.1 @@@ Opinion of Swidler Berlin Shereff Friedman, LLP.
10.1 ### Settlement Term Sheet, dated as of May 19, 1999, by and
among Jack B. Binion, Horseshoe Gaming, Inc., Horseshoe
Gaming, L.L.C., Paul R. Alanis, Loren Ostrow, John Schreiber
and Cliff Kortman.
10.2 ### Horseshoe Note Pledge and Security Agreement, dated as of
and on May 11, 1999, by and among Horseshoe Gaming Holding
Corp., Horseshoe Gaming, L.L.C. and U.S. Trust Company,
National Association.
10.3 ### Promissory Note, dated May 11, 1999, from Horseshoe Gaming,
L.L.C. to Horseshoe Gaming Holding Corp. for $240,349,125.00.
10.4 ### Registration Rights Agreement, dated May 11, 1999, by and
among Horseshoe Gaming Holding Corp. and the initial
purchasers.
10.5 ### Security and Control Agreement, dated as of and on May 11, 1999,
by and among Horseshoe Gaming Holding Corp. and U.S. Trust Company,
National Association.
10.6 ### Guarantee, dated as of May 11, 1999, by Robinson Property
Group, Limited Partnership for the benefit of Horseshoe Gaming
Holding Corp.
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(1) In accordance with item 601 of Regulation S-K, the Registrant has not filed
the schedules to this Agreement with the Securities and Exchange Commission. The
Registrant undertakes to supplementally provide a copy of such schedules to the
Securities and Exchange Commission upon request.
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10.7 ### Guarantee, dated as of May 11, 1999, by Horseshoe
Entertainment for the benefit of Horseshoe Gaming Holding
Corp.
10.8 ### Stockholders' Agreement for Horseshoe Gaming Holding Corp.,
dated as of April 29 1999, by and among Horseshoe Gaming
Holding Corp. and parties listed therein.
10.9 * 401(k) Plan of Robinson Property Group Limited Partnership.
10.10 ** Registration Rights Agreement, dated as of October 10,
1995, by and between Horseshoe Gaming, L.L.C., on the one
hand, and Yewdale Holdings Limited, Post Balanced Fund, L.P.,
Capital Fund Foundation, Raymond Zimmerman, as Trustee for the
Charles N. Mathewson Charitable Remainder Uni Trust, Hanwa
American Corp., Onyx Partners, Inc., Alpine Associates,
Janless Corp, Andrew Astrachan, and Donald Schupak, on the
other hand.
10.11 ++ Second Amended and Restated Employment Agreement, dated as of
October, 1, 1995, by and between Horseshoe Gaming, Inc. and
Walter J. Haybert.
10.12 * Employment Agreement, dated January 1, 1996, by and between
Horseshoe Gaming, Inc. and Paul Alanis.
10.13 * Employment Agreement, dated January 1, 1996, by and between
Horseshoe Gaming, L.L.C. and Loren S. Ostrow.
10.14 ++ Second Amended and Restated Employment Agreement, dated as
of October 1, 1995, by and between Horseshoe Gaming, Inc.
and John Michael Allen.
10.15 ++ Second Amended and Restated Employment Agreement, dated as
of October 1, 1995, by and between Horseshoe Gaming, Inc.
and John J. Schreiber.
10.16 ++ 1997 Unit Option Plan of Horseshoe Gaming, L.L.C.
10.17 ## Unit Option Agreement, dated as of February 1, 1997, by and
between Horseshoe Gaming, L.L.C. and Larry Lepinski.
10.18 ## Unit Option Agreement, dated as of February 1, 1997, by and
between Horseshoe Gaming, L.L.C. and Cliff Kortman.
10.19 ## Warrant Purchase Agreement, dated as of December 21, 1998,
by and between Hanwa Co., Ltd. and Horseshoe Gaming, L.L.C.
10.20 ## Settlement Agreement, dated as of December 31, 1998, by and
among Horseshoe Gaming, Inc., Horseshoe Gaming, L.L.C. and
Hollywood Park, Inc.
10.21 ## Settlement Agreement, dated as of February 3, 1999, by and
among Horseshoe Gaming, Inc., Horseshoe Gaming, L.L.C. and Mike Allen.
10.22 ## Letter Agreement, dated October 19, 1998, by Horseshoe Gaming,
Inc. and Horseshoe Gaming, L.L.C. and accepted by Walter Haybert.
10.23 ## Letter Agreement, dated January 4, 1999, by Horseshoe Gaming,
Inc. and Horseshoe Gaming, L.L.C. and accepted by Walter Haybert.
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10.24 ## Mutual General Release, dated February 23, 1999, by and
among Horseshoe Gaming, L.L.C., Horseshoe Gaming, Inc.,
Horseshoe GP, Inc., Robinson Property Group Limited
Partnership, New Gaming Capital Partnership, Horseshoe
Entertainment, and Nobutaka Mutaguchi.
10.25 ## Exclusive License Agreement, dated July 2, 1998, by and between
Horseshoe Gaming, L.L.C. and Horseshoe License Company.
10.26 ## Amended and Restated Employment Agreement, dated November 23,
1998, by and between Horseshoe Gaming, Inc. and Gary Border.
10.27 ## Amended and Restated Employment Agreement, dated November 23,
1998, by and between Horseshoe Gaming, Inc. and Larry Lepinski.
10.28 ## Amended and Restated Employment Agreement, dated October
15, 1998, by and between Horseshoe Gaming, Inc. and Robert
McQueen.
10.29 ## Amended and Restated Employment Agreement, dated November 23,
1998, by and between Horseshoe Gaming, Inc. and Kirk Saylor.
10.30 ### Amended and Restated Employment Agreement, dated November 23,
1998, by and between Horseshoe Gaming, Inc. and David Carroll.
10.31 ### Amended and Restated Employment Agreement, dated November 23,
1998, by and between Horseshoe Gaming, Inc. and John Moran.
10.32 ### Employment Agreement, dated as of November 3, 1998, by and
between Horseshoe Gaming, Inc. and Roger Wagner.
10.33 ## Unit Option Agreement, dated as of February 1, 1997, by and
between Horseshoe Gaming, L.L.C. and Urs Vogel.
10.34 ## Unit Option Agreement, dated as of February 1, 1997, by and
between Horseshoe Gaming, L.L.C. and Glen Buxton.
10.35 @ Agreement, dated as of April 21, 1999, by and among
Horseshoe Gaming, L.L.C., Horseshoe Gaming, Inc., Horseshoe
Entertainment, LP, and New Gaming Capital Partnership; Jack B.
Binion; The Robin Group, Inc. and August Robin.
10.36 @ Agreement, dated as of April 21, 1999, by and among
Horseshoe Gaming, L.L.C., Horseshoe Gaming, Inc., Horseshoe
Entertainment, LP, and New Gaming Capital Partnership; Jack B.
Binion; Wendell Piper; Cassandra Piper; and Robert E. Piper, Jr.
10.37 #### Employment Agreement, dated as of January 11, 1999, by and
between Horseshoe Gaming, Inc. and Joseph J. Canfora.
10.38 #### Consulting Agreement, dated as of July 23, 1999, by and between
Horseshoe Gaming, L.L.C. and Empress Entertainment, Inc.
12.1 ### Statements re Computations of Ratios
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20.1 # Press Release issued on September 2, 1998 by Horseshoe
Gaming, L.L.C. announcing that it had executed an agreement to
acquire the riverboat gaming operations of Empress
Entertainment, Inc.
21.1 ### Subsidiaries of Horseshoe Gaming Holding Corp.
23.1 @@ Consent of Arthur Andersen LLP.
23.2 @@ Consent of Ernst & Young LLP.
23.3 @@@ Consent of Swidler Berlin Shereff Friedman, LLP (included
in Exhibit 5.1 to this Registration Statement).
24.1 ### Power of Attorney (included on signature page hereto).
25.1 ### Statement of Eligibility of Trustee.
27.1 ### Financial Data Schedule
99.1 ### Form of Letter of Transmittal for Tender of all
Outstanding 8 5/8% Series A Senior Subordinated Notes Due 2009
in exchange for 8 5/8% Series B Senior Subordinated Notes Due
2009 of Horseshoe Gaming Holding Corp.
99.2 ### Form of Tender for all Outstanding 8 5/8% Series A Senior
Subordinated Notes Due 2009 in exchange for 8 5/8% Series B
Senior Subordinated Notes Due 2009 of Horseshoe Gaming Holding
Corp.
99.3 ### Form of Instruction to Registered Holder from Beneficial
Owner of 8 5/8% Series A Senior Subordinated Notes Due 2009 of
Horseshoe Gaming Holding Corp.
99.4 ### Form of Notice of Guaranteed Delivery for Outstanding
8 5/8% Series A Senior Subordinated Notes Due 2009 in exchange
for 8 5/8% Series B Senior Subordinated Notes Due 2009 of
Horseshoe Gaming Holding Corp.
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* Filed as an Exhibit to Horseshoe Gaming, L.L.C. Registration Statement
on Form S-4 (No. 333-0214) (the "1996 Form S-4") filed on January 8,
1996.
** Filed as an Exhibit to Horseshoe Gaming, L.L.C. Amendment No. 1 to the
1996 Form S-4 filed on April 26, 1996.
*** Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-Q for the
Quarter Ended June 30, 1996.
+ Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-Q for the
Quarter Ended March 31, 1997.
++ Filed as an Exhibit to Horseshoe Gaming, L.L.C. Registration Statement
on Form S-4 (No. 333-33145) filed on August 7, 1997.
+++ Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-K for the Year
Ended December 31, 1997.
# Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 8-K filed on
September 12, 1998.
## Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-K for the
fiscal year ended December 31, 1998.
@ Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-Q for the
Quarter Ended March 31, 1999.
### Filed as an Exhibit to Horseshoe Gaming Holding Corp.'s Form S-4
Registration Statement filed on June 15, 1999.
#### Filed as an Exhibit to Amendment No. 1 to Horseshoe Gaming Holding
Corp's Form S-4 Registration Statement filed on July 30, 1999.
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**** Filed as an Exhibit to Amendment No. 2 to Horseshoe Gaming Holding
Corp's Form S-4 Registration Statement filed on August 2, 1999.
@@ Filed as an Exhibit to Amendment No. 3 to Horseshoe Gaming Holding
Corp's Form S-4 Registration Statement filed on August 10, 1999.
@@@ Filed herewith.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
- To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
- 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 set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
- 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.
(2) That, for the purpose 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.
(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.
(4) That prior to any public reoffering of the securities registered
hereunder through the 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) under the Securities Act of 1933, as amended, or the
Securities Act, 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.
(5) That every prospectus (x) that is filed pursuant to paragraph (4)
immediately preceding, or (y) that purports to meet the requirements of section
10(a)(3) of the Securities Act and is used in connection with an offering of
securities subject to Rule 415 under the Securities Act, 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, 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.
II-9
<PAGE> 13
(b) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrants
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
enforceable. In the event that a claim for indemnification against such
liabilities, other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceedings, 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 Securities Act and will be governed by the final
adjudication of such issue.
(c) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of Form S-4 promulgated by the SEC, within one business
day of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the registration statement
through the date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(e) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934, that is incorporated by reference in the
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.
II-10
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Horseshoe Gaming Holding Corp. has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Las Vegas, State of Nevada, on August 11, 1999.
HORSESHOE GAMING HOLDING CORP.
By: *
-------------------------------------
Jack B. Binion
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 11, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Chairman of the Board, President and Chief Executive
- --------------------------------------- Officer (Principal Executive Officer) and Director
Jack B. Binion
/s/ Kirk C. Saylor Chief Financial Officer (Principal Financial
- --------------------------------------- Officer)
Kirk C. Saylor
Director
- ---------------------------------------
Peri Cope Howard
* Director
- ---------------------------------------
Leslie Kenny
*By: /s/ Kirk C. Saylor
------------------------------
Attorney-in-Fact
</TABLE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
1.1 ### Purchase Agreement, dated May 6, 1999, by and among
Horseshoe Gaming Holding Corp. and the initial
purchasers.
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>
<S> <C> <C>
2.1 ## First Amendment to Deposit Escrow Agreement, by and
among Horseshoe Gaming, L.L.C. and Empress
Entertainment, Inc., dated March 25, 1999.
2.2 ## First Amendment to Agreement and Plan of Merger,
dated as of March 25, 1999, to the Agreement and Plan
of Merger, dated as of September 22, 1998, by and
among Horseshoe Gaming, L.L.C., Horseshoe Gaming
(Midwest), Inc., Empress Acquisition Illinois, Inc.,
Empress Acquisition Indiana, Inc., Empress Casino
Joliet Corporation, Empress Casino Hammond
Corporation and Empress Entertainment, Inc.
2.3 # Agreement and Plan of Merger, dated as of September
2, 1998, by and among Horseshoe Gaming, L.L.C.,
Horseshoe Gaming (Midwest), Inc., Empress Acquisition
Illinois, Inc., Empress Acquisition Indiana, Inc.,
Empress Casino Joliet Corporation, Empress Casino
Hammond Corporation and Empress Entertainment, Inc.
2.4 ### Subscription and Reorganization Agreement, dated as
of April 23, 1999, by and among Horseshoe Gaming
Holding Corp, Horseshoe Gaming, L.L.C., Robinson
Property Group, Inc., and others listed therein.
2.5 #### Second Amendment to Agreement and Plan of Merger,
dated as of July 23, 1999, to the Agreement and Plan
of Merger, dated as of September 22, 1998, by and
among Horseshoe Gaming, L.L.C., Horseshoe Gaming
(Midwest), Inc., Empress Acquisition Illinois, Inc.,
Empress Acquisition Indiana, Inc., Empress
Entertainment, Inc., Empress Casino Joliet
Corporation and Empress Casino Hammond Corporation.
3.1 ### Certificate of Incorporation of Horseshoe Gaming
Holding Corp.
3.2 ### By-laws of Horseshoe Gaming Holding Corp.
4.1 ### Indenture, dated as of May 11, 1999, by and between
Horseshoe Gaming Holding Corp. and U.S. Trust
Company, National Association.
4.2 ### Second Supplemental Indenture, dated as of May 11,
1999, to Indenture, dated as of October 10, 1995, by
and between Horseshoe Gaming, L.L.C., Robinson
Property Group Limited Partnership and U.S. Trust
Company, National Association.
4.3 * Mortgage, Security Agreement and Assignment of Leases
and Rents executed by Horseshoe Entertainment, as
Mortgagor, in favor of Horseshoe Gaming, L.L.C., as
Mortgagee.
4.4 * First Preferred Ship Mortgage on the whole of the
Queen of the Red executed by Horseshoe Entertainment,
as Owner and Mortgagor, in favor of Horseshoe Gaming,
L.L.C., as Mortgagee.
4.5 * Bossier City Security Agreement and Assignment thereof.
4.6 * Deed of Trust Security Agreement and Assignment of
Leases and Rents from Robinson Property Group Limited
Partnership, as Grantor, to Rowan H. Taylor, Jr., an
individual, as Trustee for the benefit of Horseshoe
Gaming, L.L.C., and Hanwa American Corp., Yewdale
Holdings Limited and debis Financial Services, Inc.,
as Beneficiaries.
</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
<S> <C> <C>
4.7 * First Preferred Ship Mortgage on the whole of the
Horseshoe Casino and Hotel, Tunica executed by
Robinson Property Group Limited Partnership, as Owner
and Mortgagor, in favor of Horseshoe Gaming, L.L.C.
and Chemical Trust Company of California, as
Mortgagee.
4.8 * Tunica County Security Agreement and Assignment thereof.
4.9 * Intercompany Senior Secured Note due September 30,
2000, executed by Horseshoe Entertainment in favor of
Horseshoe Gaming, L.L.C.
4.10 * Intercompany Senior Secured Note due September 30,
2000, executed by Robinson Property Group Limited
Partnership in favor of Horseshoe Gaming, L.L.C.
4.11 * Form of Senior Note of Horseshoe Gaming, L.L.C.
12.75% Senior Notes due 2000.
4.12 * Indenture, dated as of October 10, 1995, by and among
Horseshoe Gaming, L.L.C., U.S. Trust Company of
California, N.A., as Trustee, and Robinson Property
Group Limited Partnership, as Guarantor, with respect
to the 12.75% Senior Notes due 2000.
4.13 * Collateral Agency Agreement, dated as of October 6,
1995, by and among Horseshoe Gaming, L.L.C., Robinson
Property Group Limited Partnership, B&O Development
Limited Partnership, JBB Gaming Investments, L.L.C.
(formerly Worldwide Gaming Investments, L.L.C.), and
Jack Binion, as Grantors, the Purchasers of the
12.75% Senior Notes due 2000, and United States Trust
Company of New York, as Collateral Agent.
4.14 * Second Pledge Agreement, dated as of October 10,
1995, from Jack Binion, B&O Development Limited
Partnership, and JBB Gaming Investments, L.L.C.
(formerly Worldwide Gaming Investments, L.L.C.) in
favor of United States Trust Company of New York, as
Collateral Agent for the benefit of the Holders of
12.75% Senior Notes due September 30, 2000 issued by
Horseshoe Gaming, L.L.C.
4.15 ### Amendment No. 1 to Second Pledge Agreement, from Jack
Binion, B&O Development Limited Partnership, JBB
Gaming Investments, L.L.C. in favor of United States
Trust Company of New York for the benefit of the
Holders of 12.75% Senior Notes due September 30,
2000.
4.16 * Second Pledge Agreement, dated as of October 10,
1995, from Horseshoe Gaming, L.L.C. in favor of
United States Trust Company of New York, for the
ratable benefit of the Holders of 12.75% Senior Notes
due September 30, 2000 issued by Horseshoe Gaming,
L.L.C.
4.17 ### Amendment No. 1 to Second Pledge Agreement, from
Horseshoe Gaming, L.L.C. in favor of United States
Trust Company of New York for the ratable benefit of
the Holders of 12.75% Senior Notes due September 30,
2000.
4.18 * Second Ship Mortgage on the Whole of the Queen of the
Red by Horseshoe Entertainment owner and mortgagor in
favor of Horseshoe Gaming, L.L.C., as Mortgagee.
4.19 ### Amendment No. 1 to Second Ship Mortgage on the Whole
of the Queen of the Red by Horseshoe Entertainment in
favor of Horseshoe Gaming, L.L.C.
4.20 * Bossier City Second Security Agreement and Assignment
thereof.
</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C> <C>
4.21 * Second Deed of Trust, Security Agreement and
Assignment of Leases and Rents from Robinson Property
Group Limited Partnership, as Grantor, to Rowan H.
Taylor, Jr., an individual, as Trustee for the
benefit of Horseshoe Gaming, L.L.C. and United States
Trust Company of New York, as Collateral Agent for
the Senior Note Holder, as beneficiaries.
4.22 ### Amendment No. 1 to Second Deed of Trust, Security
Agreement and Assignment of Leases and Rents from
Robinson Property Group, Limited Partnership to Rowan
H. Taylor, Jr. for the benefit of Horseshoe Gaming,
L.L.C. and United States Trust Company of New York
for the ratable benefit of the Holders of 12.75%
Senior Notes due September 30, 2000.
4.23 * Second Ship Mortgage on the Whole of the Horseshoe
Casino & Hotel, Tunica executed by Robinson Property
Group Limited Partnership, as Owner and Mortgagor, in
favor of Horseshoe Gaming, L.L.C. and United States
Trust Company of New York, as Collateral Agent for
the ratable benefit of the Senior Note Holders.
4.24 ### Amendment No. 1 to Second Ship Mortgage on the Whole
of the Horseshoe Casino & Hotel, Tunica executed by
Robinson Property Group Limited Partnership, as Owner
and Mortgagor, in favor of Horseshoe Gaming, L.L.C.
and United Trust Company of New York.
4.25 *** Amendment No. 1 to Indenture, dated as of July 19,
1996, by and among Horseshoe Gaming, L.L.C., Robinson
Property Group Limited Partnership and U.S. Trust
Company of California, N.A., as Trustee under the
Indenture.
4.26 + Intercompany Senior Secured Note due September 30,
2000 executed by Robinson Property Group Limited
Partnership in favor of Horseshoe Gaming, L.L.C.
4.27 + Intercompany Senior Secured Note due September 30,
2000 executed by Horseshoe Entertainment in favor of
Horseshoe Gaming, L.L.C.
4.28 ++ Purchase Agreement for 9 3/8% Series A Senior
Subordinated Notes by and among Horseshoe Gaming,
L.L.C. and Robinson Property Group Limited
Partnership, as guarantor, and Wasserstein Perella
Securities, Inc. as Initial Purchaser.
4.29 ++ Form of 9 3/8% Senior Subordinated Note due 2007 of
Horseshoe Gaming, L.L.C.
4.30 ++ Indenture, dated as of June 15, 1997, by and among
Horseshoe Gaming, L.L.C., U.S. Trust Company of
Texas, N.A., as Trustee, and Robinson Property Group
Limited Partnership, as guarantor, with respect to
the 9 3/8% Senior Subordinated Notes due 2007.
4.31 ++ Exchange and Registration Rights Agreement, dated as
of June 25, 1997, by and among Horseshoe Gaming,
L.L.C., Robinson Property Group Limited Partnership
and Wasserstein Perella Securities, Inc.
4.32 ++ Intercompany Senior Secured Note due June 15, 2007
executed by Robinson Property Group Limited
Partnership in favor of Horseshoe Gaming, L.L.C.
4.33 ++ Intercompany Senior Secured Note due June 15, 2007
executed by Horseshoe Entertainment in favor of
Horseshoe Gaming, L.L.C.
4.34 +++ Intercompany Senior Secured Note due June 15, 2000
executed by Robinson Property Group Limited
Partnership in favor of Horseshoe Gaming, L.L.C.
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
<S> <C> <C>
4.35 +++ Intercompany Senior Secured Note due June 15, 2000
executed by Horseshoe Entertainment in favor of
Horseshoe Gaming, L.L.C.
4.36 +++ Amended and Restated Credit Facility Agreement, dated
as of November 12, 1997, by and among Horseshoe
Gaming, L.L.C. and Canadian Imperial Bank of Commerce
as agent for the lenders.
4.37 ### Amendment No. 1 to the Amended and Restated Note
Assignment, dated as of May 11, 1999, from Horseshoe
Gaming, L.L.C. in favor of the Holders of Senior
Secured Credit Facility Notes due September 30, 2000.
4.38 +++ Form of Revolving Note between Horseshoe Gaming,
L.L.C. and Lender pursuant to the Amended and
Restated Credit Facility Agreement.
4.39 +++ Form of Swingline Note between Horseshoe Gaming,
L.L.C. and Canadian Imperial Bank of Commerce
pursuant to the Amended and Restated Credit Facility
Agreement.
4.40 +++ Security Agreement made as of November 12, 1997 by
the Company in favor of Canadian Imperial Bank of
Commerce (the "Bank").
4.41 +++ Guarantee and Security Agreement made by Horseshoe
Gaming, Inc. as of November 12, 1997 in favor of the
Bank.
4.42 +++ Guarantee and Security Agreement made by Horseshoe
GP, Inc. as of November 12, 1997 in favor of the Bank.
4.43 +++ Amended and Restated Guarantee and Security Agreement
made by Robinson Property Group LP as of November 12,
1997 in favor of the Bank.
4.44 +++ Guarantee and Security Agreement made by New Gaming
Capital Partnership as of November 12, 1997 in favor
of the Bank.
4.45 +++ Guarantee and Security Agreement made by Horseshoe
Ventures as of November 12, 1997 in favor of the
Bank.
4.46 +++ Amended and Restated Note Assignment made by
Horseshoe Gaming, L.L.C. as of November 12, 1997 in
favor of the Bank and United States Trust Company of
New York for the ratable benefit of the Holders of
12.75% Senior Notes due September 30, 2000 issued by
Horseshoe Gaming, L.L.C.
4.47 +++ Amended and Restated Pledge Agreement of the Company
as of November 12, 1997 in favor of the Bank.
4.48 +++ Amended and Restated Pledge Agreement of JBB Gaming
Investments as of November 12, 1997 in favor of the
Bank.
4.49 +++ Amended and Restated Intercreditor Agreement, dated
as of November 12, 1997, by and between Horseshoe
Gaming, L.L.C. and Canadian Imperial Bank of
Commerce.
4.50 @ Dealer Manager Agreement, dated as of April 20, 1999,
by and between Horseshoe Gaming, L.L.C. and
Donaldson, Lufkin & Jenrette Securities Corporation.
</TABLE>
<PAGE> 19
<TABLE>
<CAPTION>
<S> <C> <C>
4.51 **** Horseshoe Gaming Holding Corp. Credit Agreement,
dated as of June 30, 1999, by and among Horseshoe
Gaming Holding Corp., the Lenders listed therein, DLJ
Capital Funding, Inc. and Canadian Imperial Bank of
Commerce.(2)
5.1 @@@ Opinion of Swidler Berlin Shereff Friedman, LLP.
10.1 ### Settlement Term Sheet, dated as of May 19, 1999, by
and among Jack B. Binion, Horseshoe Gaming, Inc.,
Horseshoe Gaming, L.L.C., Paul R. Alanis, Loren
Ostrow, John Schreiber and Cliff Kortman.
10.2 ### Horseshoe Note Pledge and Security Agreement, dated
as of and on May 11, 1999, by and among Horseshoe
Gaming Holding Corp., Horseshoe Gaming, L.L.C. and
U.S. Trust Company, National Association.
10.3 ### Promissory Note, dated May 11, 1999, from Horseshoe
Gaming, L.L.C. to Horseshoe Gaming Holding Corp. for
$240,349,125.00.
10.4 ### Registration Rights Agreement, dated May 11, 1999, by
and among Horseshoe Gaming Holding Corp. and the
initial purchasers.
10.5 ### Security and Control Agreement, dated as of and on
May 11, 1999, by and among Horseshoe Gaming Holding
Corp. and U.S. Trust Company, National Association.
10.6 ### Guarantee, dated as of May 11, 1999, by Robinson
Property Group, Limited Partnership for the benefit
of Horseshoe Gaming Holding Corp.
10.7 ### Guarantee, dated as of May 11, 1999, by Horseshoe
Entertainment for the benefit of Horseshoe Gaming
Holding Corp.
10.8 ### Stockholders' Agreement for Horseshoe Gaming Holding
Corp., dated as of April 29, 1999, by and among
Horseshoe Gaming Holding Corp. and parties listed
therein.
10.9 * 401(k) Plan of Robinson Property Group Limited
Partnership.
10.10 ** Registration Rights Agreement, dated as of October
10, 1995, by and between Horseshoe Gaming, L.L.C., on
the one hand, and Yewdale Holdings Limited, Post
Balanced Fund, L.P., Capital Fund Foundation, Raymond
Zimmerman, as Trustee for the Charles N. Mathewson
Charitable Remainder Uni Trust, Hanwa American Corp.,
Onyx Partners, Inc., Alpine Associates, Janless Corp,
Andrew Astrachan, and Donald Schupak, on the other
hand.
10.11 ++ Second Amended and Restated Employment Agreement,
dated as of October, 1, 1995, by and between
Horseshoe Gaming, Inc. and Walter J. Haybert.
10.12 * Employment Agreement, dated January 1, 1996, by and
between Horseshoe Gaming, Inc. and Paul Alanis.
</TABLE>
- --------
(2) In accordance with item 601 of Regulation S-K, the Registrant has not filed
the schedules to this Agreement with the Securities and Exchange Commission. The
Registrant undertakes to supplementally provide a copy of such schedules to the
Securities and Exchange Commission upon request.
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C>
10.13 * Employment Agreement, dated January 1, 1996, by and
between Horseshoe Gaming, L.L.C. and Loren S. Ostrow.
10.14 ++ Second Amended and Restated Employment Agreement,
dated as of October 1, 1995, by and between Horseshoe
Gaming, Inc. and John Michael Allen.
10.15 ++ Second Amended and Restated Employment Agreement,
dated as of October 1, 1995, by and between Horseshoe
Gaming, Inc. and John J. Schreiber.
10.16 ++ 1997 Unit Option Plan of Horseshoe Gaming, L.L.C.
10.17 ## Unit Option Agreement, dated as of February 1, 1997,
by and between Horseshoe Gaming, L.L.C. and Larry
Lepinski.
10.18 ## Unit Option Agreement, dated as of February 1, 1997
by and between Horseshoe Gaming, L.L.C. and Cliff
Kortman.
10.19 ## Warrant Purchase Agreement, dated as of December 21,
1998, by and between Hanwa Co., Ltd. and Horseshoe
Gaming, L.L.C.
10.20 ## Settlement Agreement, dated as of December 31, 1998,
by and among Horseshoe Gaming, Inc., Horseshoe
Gaming, L.L.C. and Hollywood Park, Inc.
10.21 ## Settlement Agreement, dated as of February 3, 1999,
by and among Horseshoe Gaming, Inc., Horseshoe
Gaming, L.L.C. and Mike Allen.
10.22 ## Letter Agreement, dated October 19, 1998, by
Horseshoe Gaming, Inc. and Horseshoe Gaming, L.L.C.
and accepted by Walter Haybert.
10.23 ## Letter Agreement, dated January 4, 1999, by Horseshoe
Gaming, Inc. and Horseshoe Gaming, L.L.C. and
accepted by Walter Haybert.
10.24 ## Mutual General Release, dated February 23, 1999, by
and among Horseshoe Gaming, L.L.C., Horseshoe Gaming,
Inc., Horseshoe GP, Inc., Robinson Property Group
Limited Partnership, New Gaming Capital Partnership,
Horseshoe Entertainment, and Nobutaka Mutaguchi.
10.25 ## Exclusive License Agreement, dated July 2, 1998, by
and between Horseshoe Gaming, L.L.C. and Horseshoe
License Company.
10.26 ## Amended and Restated Employment Agreement, dated
November 23, 1998, by and between Horseshoe Gaming,
Inc. and Gary Border.
10.27 ## Amended and Restated Employment Agreement, dated
November 23, 1998, by and between Horseshoe Gaming,
Inc. and Larry Lepinski.
10.28 ## Amended and Restated Employment Agreement, dated
October 15, 1998, by and between Horseshoe Gaming,
Inc. and Robert McQueen.
10.29 ## Amended and Restated Employment Agreement, dated
November 23, 1998, by and between Horseshoe Gaming,
Inc. and Kirk Saylor.
</TABLE>
<PAGE> 21
<TABLE>
<CAPTION>
<S> <C> <C>
10.30 ### Amended and Restated Employment Agreement, dated
November 23, 1998, by and between Horseshoe Gaming,
Inc. and David Carroll.
10.31 ### Amended and Restated Employment Agreement, dated
November 23, 1998, by and between Horseshoe Gaming,
Inc. and John Moran.
10.32 ### Employment Agreement, dated as of November 3, 1998,
by and between Horseshoe Gaming, Inc. and Roger
Wagner.
10.33 ## Unit Option Agreement, dated as of February 1, 1997,
by and between Horseshoe Gaming, L.L.C. and Urs
Vogel.
10.34 ## Unit Option Agreement, dated as of February 1, 1997,
by and between Horseshoe Gaming, L.L.C. and Glen
Buxton.
10.35 @ Agreement, dated as of April 21, 1999, by and among
Horseshoe Gaming, L.L.C., Horseshoe Gaming, Inc.,
Horseshoe Entertainment, LP, and New Gaming Capital
Partnership; Jack B. Binion; The Robin Group, Inc.
and August Robin.
10.36 @ Agreement, dated as of April 21, 1999, by and among
Horseshoe Gaming, L.L.C., Horseshoe Gaming, Inc.,
Horseshoe Entertainment, LP, and New Gaming Capital
Partnership; Jack B. Binion; Wendell Piper; Cassandra
Piper; and Robert E. Piper, Jr.
10.37 #### Employment Agreement, dated as of January 11, 1999,
by and between Horseshoe Gaming, Inc. and Joseph J.
Canfora.
10.38 #### Consulting Agreement, dated as of July 23, 1999, by
and between Horseshoe Gaming, L.L.C. and Empress
Entertainment, Inc.
12.1 ### Statements re Computations of Ratios
20.1 # Press Release issued on September 2, 1998 by
Horseshoe Gaming, L.L.C. announcing that it had
executed an agreement to acquire the riverboat gaming
operations of Empress Entertainment, Inc.
21.1 ### Subsidiaries of Horseshoe Gaming Holding Corp.
23.1 @@ Consent of Arthur Andersen LLP.
23.2 @@ Consent of Ernst & Young LLP.
23.3 @@@ Consent of Swidler Berlin Shereff Friedman, LLP
(included in Exhibit 5.1 to this Registration
Statement).
24.1 ### Power of Attorney (included on signature page
hereto).
25.1 ### Statement of Eligibility of Trustee.
27.1 ### Financial Data Schedule
</TABLE>
<PAGE> 22
99.1 ### Form of Letter of Transmittal for Tender of all
Outstanding 8 5/8% Series A Senior Subordinated Notes
Due 2009 in exchange for 8 5/8% Series B Senior
Subordinated Notes Due 2009 of Horseshoe Gaming
Holding Corp.
99.2 ### Form of Tender for all Outstanding 8 5/8% Series A
Senior Subordinated Notes Due 2009 in exchange for
8 5/8% Series B Senior Subordinated Notes Due 2009
of Horseshoe Gaming Holding Corp.
99.3 ### Form of Instruction to Registered Holder from
Beneficial Owner of 8 5/8% Series A Senior
Subordinated Notes Due 2009 of Horseshoe Gaming
Holding Corp.
99.4 ### Form of Notice of Guaranteed Delivery for Outstanding
8 5/8% Series A Senior Subordinated Notes Due 2009
in exchange for 8 5/8% Series B Senior Subordinated
Notes Due 2009 of Horseshoe Gaming Holding Corp.
- -----------------------------
* Filed as an Exhibit to Horseshoe Gaming, L.L.C. Registration Statement
on Form S-4 (No. 333-0214) (the "1996 Form S-4") filed on January 8,
1996.
** Filed as an Exhibit to Horseshoe Gaming, L.L.C. Amendment No. 1 to the
1996 Form S-4 filed on April 26, 1996.
*** Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-Q for the
Quarter Ended June 30, 1996.
+ Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-Q for the
Quarter Ended March 31, 1997.
++ Filed as an Exhibit to Horseshoe Gaming, L.L.C. Registration Statement
on Form S-4 (No. 333-33145) filed on August 7, 1997.
+++ Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-K for the Year
Ended December 31, 1997.
# Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 8-K filed on
September 12, 1998.
## Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-K for the
fiscal year ended December 31, 1998.
@ Filed as an Exhibit to Horseshoe Gaming, L.L.C. Form 10-Q for the
Quarter Ended March 31, 1999.
### Filed as an Exhibit to Horseshoe Gaming Holding Corp.'s Form S-4
Registration Statement filed on June 15, 1999.
#### Filed as an Exhibit to Amendment No. 1 to Horseshoe Gaming Holding
Corp's Form S-4 Registration Statement filed on July 30, 1999.
**** Filed as an Exhibit to Amendment No. 2 to Horseshoe Gaming Holding
Corp's Form S-4 Registration Statement filed on August 2, 1999.
@@ Filed as an Exhibit to Amendment No. 3 to Horseshoe Gaming Holding
Corp's Form S-4 Registration Statement filed on August 10, 1999.
@@@ Filed herewith.
<PAGE> 1
EXHIBIT 5.1
SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022-9998
----------
TELEPHONE (212) 758-9500
FACSIMILE (212) 758-9526
August 12, 1999
Horseshoe Gaming Holding Corp
4024 S. Industrial Road
Las Vegas, NV 89103
Ladies and Gentlemen:
Horseshoe Gaming Holding Corp., a Delaware corporation (the
"Company"), is transmitting for filing with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-4 (the
"Registration Statement"), for the purpose of registering the Company's offer to
exchange (the "Exchange Offer") $600,000,000 aggregate principal amount of the
Company's 8 5/8% Series B Senior Subordinated Notes Due 2009 (the "New Notes")
for a like principal amount of the Company's outstanding 8 5/8% Series A Senior
Subordinated Notes Due 2009 (the "Original Notes," together with the New Notes,
the "Notes"). The Original Notes have been, and the New Notes will be, issued
pursuant to the Indenture (the "Indenture") dated as of May 11, 1999, by and
among the Company and U.S. Trust Company, National Association, as trustee. This
opinion is an exhibit to the Registration Statement. Any capitalized terms used
but not defined herein shall have the respective meanings ascribed to such terms
in the Registration Statement or the Indenture.
We have from time to time acted as special counsel to the
Company in connection with certain corporate and securities matters, and in such
capacity we have participated in various corporate and other proceedings taken
by or on behalf of the Company in connection with the Exchange Offer by the
Company as contemplated by the Registration Statement. We have examined copies
(in each case signed, certified or otherwise proven to our satisfaction to be
genuine) of the Company's Certificate of Incorporation, By-Laws, minutes and
other instruments evidencing actions taken by its directors and stockholders,
the Registration Statement and exhibits thereto, the Indenture, the Notes, the
Purchase Agreement, the Registration Rights Agreement and such other documents
and instruments relating to the Company and the Exchange Offer as we have deemed
necessary under the circumstances.
We express no opinion on the laws of any jurisdiction other
than the State
<PAGE> 2
Horseshoe Gaming Holding Corp.
August 12, 1999
Page 2
of New York, the federal laws of the United States and the laws of the State of
Delaware. We express no opinion as to the application of the securities or "blue
sky" laws of any state, including the State of Delaware or the State of New
York, to the offer and/or sale of the Notes.
Our opinions in paragraphs 1 and 2, with respect to the
legality, validity, binding nature and enforceability, as the case may be, of
the agreements or provisions thereof referred to in such paragraphs are limited
by, and subject to the assumptions contained in, the following clauses (a)
through (g):
(a) The effect of applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization and similar
laws affecting the enforcement of creditors' rights and
remedies generally;
(b) Rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general
applicability including principles of commercial
reasonableness, good faith and fair dealing (regardless of
whether such enforceability is considered in a proceeding at
law or in equity);
(c) The unenforceability under certain circumstances, under
state or federal law or court decisions, of provisions
expressly or by implication waiving broadly or vaguely stated
rights, unknown future rights, defenses to obligations or
rights granted by law or statute, where such waivers are
against public policy or prohibited by law;
(d) The assumption that the Holders, the Trustee and the
Securities Intermediary will act and forebear to act in
exercising their rights in good faith in a commercially
reasonable manner;
(e) The unenforceability under certain circumstances, under
state or federal law or court decisions, of provisions
providing for the indemnification of or contribution to, or
prospective release of, a party with respect to a liability
(i) where such indemnification or contribution is contrary to
public policy or federal or state securities laws or (ii) for
its own negligent or wrongful acts;
(f) The unenforceability under certain circumstances, under
state or federal law or court decisions, of provisions that
purport to establish (or may be construed to establish)
evidentiary standards; and
(g) The unenforceability under certain circumstances of
provisions to the
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Horseshoe Gaming Holding Corp.
August 12, 1999
Page 3
effect that rights or remedies are not exclusive, that every
right or remedy is cumulative and may be exercised in addition
to or with any other right or remedy, that election of a
particular remedy or remedies does not preclude recourse to
one or more other remedies, that any right or remedy may be
exercised without notice, or that failure to exercise or delay
in exercising rights or remedies will not operate as a waiver
of any such right or remedy.
Based on the foregoing, it is our opinion that:
1. The Indenture has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms; and
2. The New Notes (substantially in the form filed as an
exhibit to the Registration Statement) have been duly authorized by the Company
and when executed and authenticated in accordance with the terms of the
Indenture and delivered in exchange for the Original Notes in accordance with
the terms of the Exchange Offer, the New Notes will constitute, the legal, valid
and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and as an exhibit to any application under the
securities or other laws of any state of the United States or any foreign
jurisdiction which relates to the offering which is the subject of this opinion,
and to the references to this firm appearing under the heading "Legal Matters"
in the Prospectus that is contained in the Registration Statement.
This opinion is as of the date hereof, is limited to the law
in effect as of the date hereof, and we undertake no obligation to advise you of
any change, whether legal or factual, in any matter set forth herein.
Very truly yours,
/s/ Swidler Berlin Shereff Friedman, LLP
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SWIDLER BERLIN SHEREFF FRIEDMAN, LLP
SBSF:DSR:JSH:GA:LL
