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EXHIBIT 99.4
LETTER TO BENEFICIAL HOLDERS REGARDING THE OFFER TO EXCHANGE
ANY AND ALL OUTSTANDING 10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
FOR
10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
OF
MANDALAY RESORT GROUP
PURSUANT TO THE PROSPECTUS DATED , 2000
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2000 UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.
, 2000
To Our Clients:
Enclosed for your consideration is the prospectus dated , 2000 and the
accompanying Letter of Transmittal (the "Letter of Transmittal") that together
constitute the offer (the "Exchange Offer") by Mandalay Resort Group
("Mandalay"), to exchange new 10 1/4% Senior Subordinated Notes due 2007
("Exchange Notes") that have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), for all of its outstanding 10 1/4% Senior
Subordinated Notes due 2007 (the "Old Notes"), upon the terms and subject to the
conditions set forth in the prospectus. The prospectus and the Letter of
Transmittal more fully describe the Exchange Offer. Capitalized terms used but
not defined herein have the respective meanings ascribed to them in the
prospectus.
To participate in the Exchange Offer, persons in whose names Old Notes are
registered on the books of the registrar ("Registered Holders") must either:
- cause to be delivered to The Bank of New York (the "Exchange Agent"), at
the address set forth in the Letter of Transmittal, Old Notes in proper
form for transfer, together with a properly executed Letter of
Transmittal; or
- cause a DTC Participant to tender such holder's Old Notes to the Exchange
Agent's account maintained at the Depository Trust Company ("DTC") for the
benefit of the Exchange Agent through the DTC's Automated Tender Offer
Program ("ATOP"), including transmission of an agent's message in which
the Registered Holder acknowledges and agrees to be bound by the terms of
the Letter of Transmittal.
By complying with DTC's ATOP procedures with respect to the Exchange Offer,
the DTC Participant confirms on behalf of itself and the beneficial owners of
tendered Old Notes all provisions of the Letter of Transmittal applicable to it
and such beneficial owners as fully as if it completed, executed and returned
the Letter of Transmittal to the Exchange Agent.
We are the holder of Old Notes held for your account. A TENDER OF SUCH OLD
NOTES CAN BE MADE ONLY BY US AS THE HOLDER FOR YOUR ACCOUNT AND PURSUANT TO YOUR
INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR
INFORMATION ONLY AND CANNOT BE USED TO TENDER OLD NOTES.
We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account, pursuant to the terms and subject to the
conditions set forth in the Prospectus and the Letter of Transmittal.
Your instructions to us should be forwarded as promptly as possible in order
to permit us to tender your Old Notes on your behalf in accordance with the
provisions of the Prospectus and the Letter of Transmittal. THE EXCHANGE OFFER
WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2000, UNLESS EXTENDED
BY MANDALAY. Old Notes properly tendered may be withdrawn at any time prior to
the Expiration Date.
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The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
Pursuant to the Letter of Transmittal, each holder of Old Notes must
represent to Mandalay that:
- the Exchange Notes to be acquired by such holder pursuant to the Exchange
Offer are being acquired in the ordinary course of business of the holder;
- such holder is not participating, does not intend to participate, and has
no arrangement or understanding with any person to participate, in the
distribution of the Exchange Notes;
- such holder is not an "affiliate," as defined under Rule 405 of the
Securities Act, of Mandalay;
- such holder acknowledges that any person who is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended, or who tenders Old
Notes in the Exchange Offer for the purpose of participating in a
distribution of the Exchange Notes must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with
any secondary resale transaction and cannot rely on the position of the
staff of the Securities and Exchange Commission enunciated in its series
of interpretive "no-action" letters with respect to exchange offers;
- if the holder is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Old Notes, it must represent that the Old
Notes to be exchanged for Exchange Notes were acquired as a result of
market-making activities or other trading activities and must acknowledge
that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of Exchange Notes received in
respect of such Old Notes pursuant to the Exchange Offer; however, by so
acknowledging and by delivering a prospectus, the holder will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act; and
- if the holder is not a broker-dealer, it must represent that it is not
engaged in, and does not intend to engage in, a distribution of Exchange
Notes.
The enclosed "Instruction to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by you, as the beneficial owner
of Old Notes, for us to make the foregoing representations on your behalf.
We urge you to read the enclosed Letter of Transmittal in conjunction with
the Exchange Offer carefully before instructing us to tender your Old Notes.
Your attention is directed to the following:
1. The Exchange Offer is described in and subject to the terms and
conditions set forth in the prospectus dated , 2000.
2. Subject to the terms and conditions of the Exchange Offer, Mandalay
will accept for exchange on the Expiration Date all Old Notes properly
tendered and will issue Exchange Notes promptly after such acceptance.
3. If you desire to tender any Old Notes pursuant to the Exchange
Offer, we must receive your instructions in ample time to permit us to
effect a tender of the Old Notes on your behalf prior to the Expiration
Date.
4. Any brokerage fees, commissions or transfer taxes will be borne by
Mandalay, except as otherwise provided in Instruction 7 of the Letter of
Transmittal.
If you wish to tender any or all of the Old Notes held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form attached hereto. If you authorize the tender of your
Old Notes, all such Old Notes will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us in ample time to
permit us to submit a tender on your behalf on or prior to the Expiration Date.
The specimen Letter of Transmittal is furnished to you for your information only
and cannot be used by you to tender Old Notes held by us for your account.
Mandalay is not aware of any jurisdiction in which the making of the
Exchange Offer or the tender of Old Notes in connection therewith would not be
in compliance with the laws of such jurisdiction. If Mandalay becomes aware of
any jurisdiction in which the making of the Exchange Offer would not be in
compliance with such laws, Mandalay will make a good faith effort to comply with
any such laws or seek to have such laws declared inapplicable to the Exchange
Offer. If, after such good faith effort, Mandalay cannot comply with any such
laws, the Exchange Offer will not be made to the Registered Holders residing in
such jurisdiction.
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INSTRUCTIONS TO REGISTERED HOLDER OR DTC PARTICIPANT FROM BENEFICIAL OWNER OF
10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
OF
MANDALAY RESORT GROUP
The undersigned hereby acknowledges receipt of the prospectus dated
, 2000 of Mandalay Resort Group ("Mandalay") and the accompanying Letter
of Transmittal, that together constitute Mandalay's offer (the "Exchange
Offer").
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the 10 1/4% Senior
Subordinated Notes due 2007 (the "Old Notes") held by you for the account of the
undersigned, on the terms and subject to the conditions in the prospectus and
Letter of Transmittal.
The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (fill in the amount):
$______________ of the Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
/ / To TENDER the following Old Notes held by you for the account of
the undersigned (insert principal amount of Old Notes to be tendered, if
any):
$______________ of the Old Notes.
/ / NOT to TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized:
- to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to
the undersigned as a beneficial owner of the Old Notes, including but not
limited to the representations that:
- the undersigned is acquiring the Exchange Notes in the ordinary course
of business of the undersigned;
- the undersigned is not participating, does not intend to participate,
and has no arrangement or understanding with any person to participate,
in the distribution of the Exchange Notes;
- the undersigned is not an "affiliate," as defined under Rule 405 of the
Securities Act of 1933, as amended ("Securities Act"), of Mandalay;
- the undersigned acknowledges that any person who is a broker-dealer
registered under the Securities Exchange Act of 1934, as amended, or is
participating in the Exchange Offer for the purpose of distributing the
Exchange Notes must comply with the registration and prospectus
delivery requirements of the Securities Act, in connection with a
secondary resale transaction of the Exchange Notes acquired by such
person and cannot rely on the position of the staff of the Securities
and Exchange Commission enunciated in its series of interpretative
no-action letters with respect to exchange offers;
- if the undersigned is a broker-dealer that will receive Exchange Notes
for its own account in exchange for Old Notes, it represents that the
Old Notes to be exchanged for the Exchange Notes were acquired by it as
a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any
resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act;
and
- if the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a
distribution of the Exchange Notes; and
- to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and
- to take such other action as necessary under the prospectus or the Letter
of Transmittal to effect the valid tender of Old Notes.
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SIGN HERE
Name of Beneficial Owner(s): ___________________________________________________
________________________________________________________________________________
Signature(s): __________________________________________________________________
Name(s) (please print): ________________________________________________________
________________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
Telephone Number(s): ___________________________________________________________
________________________________________________________________________________
Taxpayer Identification or Social Security Number(s): __________________________
________________________________________________________________________________
Date: __________________________________________________________________________
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