EXHIBIT 99.3
Windsor Woodmont Black Hawk Resort Corp.
Offer for all Outstanding
13% First Mortgage Notes Due 2005
in Exchange for
13% First Mortgage Notes Due 2005
which Have Been Registered Under
the Securities Act of 1933,
As Amended
To: Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
Windsor Woodmont Black Hawk Resort Corp. (the "Company") is offering upon
and subject to the terms and conditions set forth in the prospectus, dated
_______________, _____ (the "Prospectus"), and the enclosed letter of
transmittal (the "Letter of Transmittal"), to exchange (the "Exchange Offer")
its 13% First Mortgage Notes Due 2005 which have been registered under the
Securities Act of 1933, as amended, for its outstanding 13% First Mortgage Notes
Due 2005 (the "Existing Notes"). The Exchange Offer is being made in order to
satisfy certain obligations of the Company contained in the Registration Rights
Agreement dated March 14, 2000, by and among the Company and the initial
purchasers of the Existing Notes.
We are requesting that you contact your clients for whom you hold Existing
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Existing Notes registered in your name or in the
name of your nominee, or who hold Existing Notes registered in their own names,
we are enclosing the following documents:
1. Prospectus dated __________________, 2000,
2. The Letter of Transmittal for your use and for the information of your
clients,
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Existing Notes are not immediately available
or time will not permit all required documents to reach the Exchange
Agent prior to the Expiration Date (as defined below) or if the
procedure for book-entry transfer cannot be completed on a timely
basis,
4. A form of letter which may be sent to your clients for whose account
you hold Existing Notes registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions
with regard to the Exchange Offer, and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., __________ time on ____________, 2000, unless extended by the Company (the
"Expiration Date"). Existing Notes tendered pursuant to the Exchange Offer may
be withdrawn at any time before the Expiration Date.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent and certificates representing the Existing Notes should be
delivered to the Exchange Agent, all in accordance with the instructions set
forth in the Letter of Transmittal and the Prospectus.
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If holders of Existing Notes wish to tender, but it is impracticable for
them to forward their certificates for Existing Notes prior to the expiration of
the Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer - Guaranteed
Delivery Procedures."
The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Existing Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Existing Notes pursuant to the Exchange Offer,
except as set forth in Instruction 7 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to SunTrust
Bank, the Exchange Agent for the Existing Notes, at its address and telephone
number set forth on the front of the Letter of Transmittal.
Very truly yours,
Windsor Woodmont Black Hawk Resort Corp.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM
WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
