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As filed with the Securities and Exchange Commission on October 24, 1996
Registration No. 33-79484
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 12 on Form S-3 to
FORM S-1 ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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CROWN CASINO CORPORATION
(Exact name of registrant as specified in its charter)
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TEXAS 7999 63-0851141
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
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4040 NORTH MACARTHUR BOULEVARD, SUITE 100
IRVING, TEXAS 75038
(972) 717-3423
(Address, including zip code, and telephone
number, including area code, of registrant's
principal executive offices)
EDWARD R. MCMURPHY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CROWN CASINO CORPORATION
4040 NORTH MACARTHUR BOULEVARD, SUITE 100
IRVING, TEXAS 75038
(972) 717-3423
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
HELEN T. FERRARO, ESQ.
SMITH, GAMBRELL & RUSSELL
SUITE 1800
3343 PEACHTREE ROAD, N.E.
ATLANTA, GA 30326
(404) 264-2620
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
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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The Registrant hereby withdraws from registration 1,085,000 shares of its
common stock, par value $0.01 per share, representing the shares covered by
this Registration Statement which were offered for sale by the Company and
which were not sold in the offering. The Company has terminated its primary
offering of shares pursuant to this Registration Statement, but the secondary
offering of shares by certain selling shareholders continues.
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PROSPECTUS
MAXIMUM OF 8,121,869 SHARES
CROWN CASINO CORPORATION
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COMMON STOCK
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Of the 8,121,869 shares of Common Stock (the "Common Stock") of Crown
Casino Corporation (the "Company") being offered hereby, 6,937,623 shares are
being sold by certain holders of Common Stock and 1,184,246 shares of Common
Stock underlying outstanding common stock purchase warrants are being offered
for sale to the public by the holders of such warrants upon the exercise
thereof. Such warrants are exercisable at prices ranging from $3.00 per share
to $12.00 per share. Unless the context otherwise requires, the holders of
Common Stock or outstanding warrants selling shares hereunder are hereinafter
collectively referred to as the "Selling Shareholders." The Company will not
receive any proceeds from the sale of Common Stock by the Selling Shareholders.
See "Plan of Distribution." The offering of such shares will expire November
8, 1996. The Company's Articles of Incorporation contain certain restrictions
on ownership of the Common Stock. See "Risk Factors - Restrictions on Holders
of Company Common Stock Contained in Articles of Incorporation."
The Company's Common Stock is traded in the over-the-counter market under
the Nasdaq symbol "DICE." On October 23, 1996, the closing price for the
Common Stock, as reported on the Nasdaq system, was $2.6875 per share.
SEE "RISK FACTORS" COMMENCING ON PAGE 4 FOR CERTAIN INFORMATION THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Underwriting Proceeds to Proceeds
Price to Discounts Selling to
Public and Shareholders Company
Commissions
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Offering Price Per Share .. See Text See Text See Text $0
Below Below Below
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Total ..................... See Text See Text See Text $0
Below Below Below
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The Selling Shareholders have advised the Company that they propose to
offer for sale and to sell the Common Stock from time to time until November 8,
1996, through brokers in the over-the-counter market, in private transactions,
and otherwise, at market prices then prevailing or obtainable. Accordingly,
sales prices and proceeds to the Selling Shareholders will depend upon price
fluctuations and the manner of sale. If the Common Stock is sold through
brokers, the Selling Shareholders will pay brokerage commissions and other
charges (which compensation as to a particular broker-dealer may be in excess
of customary commissions). Except for the payment of such brokerage
commissions and charges and the legal fees, if any, of the Selling
Shareholders, the Company will bear all expenses in connection with registering
the shares offered hereby. Such expenses are estimated to total approximately
$275,000. See "Plan of Distribution."
This Prospectus also relates to such additional securities as may be
issued to the Selling Shareholders because of future stock dividends, stock
distributions, stock splits or similar capital readjustments.
The date of this Prospectus is October _____, 1996
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AVAILABLE INFORMATION
The Company is subject to certain informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and, in accordance therewith,
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's
regional offices located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained at prescribed
rates by writing to the Securities and Exchange Commission, Public Reference
Section, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a World Wide Web site, containing such reports, proxy and information
statements and other information regarding the Company, at http://www.sec.gov.
In addition, such reports, proxy statements and other information concerning
the Company may be inspected at the offices of the National Association of
Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006-1506.
The Company has filed a Registration Statement on Form S-3 (together with
all amendments and exhibits filed or to be filed in connection therewith, the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Common Stock offered hereby. This Prospectus does not contain
all the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements contained herein concerning the provisions of documents
are necessarily summaries of such documents, and each statement is qualified in
its entirety by reference to the copy of the applicable document filed with the
Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission pursuant to
the 1934 Act are hereby incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended
April 30, 1996, as amended on Form 10-K/A on or about October 16,
1996;
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended July 31, 1996;
3. The Company's Current Report on Form 8-K dated October 8,
1996; and
4. The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 10 filed with the
Commission as of December 23, 1986.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the 1934 Act subsequent to the date of this Prospectus and prior to
the termination of this offering shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the respective
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified and superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person to whom a
Prospectus is delivered, upon written or oral request of such person, a copy of
any and all of the information that has been incorporated by reference in this
Prospectus (excluding exhibits unless such exhibits are specifically
incorporated by reference into such documents). Please direct such requests to
Mark D. Slusser, Secretary, Crown Casino Corporation, 4040 North MacArthur
Boulevard, Suite 100, Irving, Texas 75038, telephone number (972) 717-3423.
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THE COMPANY
Crown Casino Corporation and subsidiaries (the "Company") is in the
business of owning, operating and developing casino properties. Presently the
Company owns an 18.6 acre tract of land in the gaming district of Las Vegas,
Nevada which may be used in the development of a hotel and casino. In
addition, in June 1996, the Company entered into a definitive asset purchase
agreement to acquire the Mississippi Belle II, Inc. ("MBII") riverboat casino
located in Clinton, Iowa. The Company is also actively pursuing other gaming
opportunities in these and other jurisdictions.
On June 25, 1993, the Company entered the gaming industry with the
purchase of St. Charles Gaming Company, Inc. ("SCGC"). On March 29, 1994, SCGC
received one of only 15 authorized riverboat gaming licenses issued in the
State of Louisiana. In March 1995, the Company entered into an agreement with
Louisiana Riverboat Gaming Partnership ("LRGP") to form a joint venture to
develop a riverboat gaming casino in Calcasieu Parish, Louisiana, located in
the southwest part of the state near the Texas border. On June 9, 1995, the
Company sold 50% of the outstanding common stock of SCGC to LRGP to provide
additional capital to complete the development of the Louisiana project. In
July 1995, SCGC's riverboat casino opened for business as an Isle of Capri
themed property. In May 1996, the Company sold its remaining 50% interest in
SCGC to Casino America, Inc. ("Casino America"), one of the venture partners in
LRGP. The Company's decision to sell its remaining 50% interest in SCGC
resulted from management's belief that SCGC needed a second riverboat casino at
the Calcasieu Parish site to effectively compete in its market and the Company
and LRGP were unable to reach an agreement with respect to the ownership
structure of the second riverboat. The value of SCGC declined from June 1995
(when the Company sold the first 50% interest in SCGC for a pre-tax gain of
approximately $21.5 million) to May 1996 (when the Company sold the remaining
50% interest in SCGC for a pre-tax gain of approximately $14.9 million)
primarily because SCGC's operating results were less than projected.
In December 1993, the Company acquired 100% of the outstanding common
stock of Gaming Entertainment Management Services, Inc. ("GEMS"), a Nevada
corporation organized for the purpose of developing a hotel and casino in Las
Vegas, Nevada. GEMS primary asset was its option to purchase an 18.6 acre
tract of land in the gaming district of Las Vegas. In June 1994, the option
was exercised and the land was purchased. The Company may develop such
property by itself or on a joint venture basis, or, if not developed, may sell
the land. The Company also has the right, until December 7, 1996, to purchase
an additional 20 acres of land adjacent to the original 18.6 acres, for a
purchase price of $24 million.
In June 1996, the Company entered into a definitive asset purchase
agreement to acquire the assets and operations of MBII for a purchase price of
$40 million. The MBII riverboat casino, which has operated on the Mississippi
River in Clinton, Iowa since 1991, contains approximately 485 slot machines, 20
table games and has on-board dining and entertainment facilities. For the year
ended December 31, 1995, MBII had revenues and pre-tax profits of $30.5 million
and $9.5 million respectively. Since opening, MBII has been operated by the
Kehl family (including Robert Kehl, who is a director of the Company). In
connection with the Agreement, the Company will enter into employment
agreements with certain members of the Kehl family in order that MBII's
existing management will continue to operate the casino. Closing of the
transaction, which is expected to occur by November 15, 1996, is subject to
certain conditions including financing arrangements and receipt of approval of
the Iowa Racing and Gaming Commission ("Iowa Gaming Commission").
The Company was incorporated under the laws of Alabama in 1983. In 1989,
the Company reincorporated in Texas and in 1993, the Company entered the
gaming business and changed its name to Crown Casino Corporation. The
Company's executive offices are located at 4040 North MacArthur Boulevard,
Suite 100, Irving, Texas 75038 and its telephone number is 972-717-3423.
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RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the following information
relating to the Company and the Common Stock before making an investment in the
Common Stock offered hereby. Except for historical information contained in
this Prospectus and in the documents incorporated in this Prospectus by
reference, the matters discussed herein and therein may contain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, such as statements relating to financial results, plans for future
business development activities, capital spending or financing sources,
capital structure and the effects of regulation and competition, and are thus
prospective. Such forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to differ
materially from those suggested in the forward-looking statements, including
without limitation, the effect of economic conditions generally, licensing
risks, changes in the legal and regulatory status of gaming in various
jurisdictions and other risks detailed herein and in the Company's other
filings with the Commission.
RISKS OF OWNERSHIP OF CASINO AMERICA SECURITIES - LOUISIANA LOCAL OPTION
REFERENDUM
As of September 30, 1996, the Company was the holder of 2,534,786 shares
of Casino America common stock and a $10 million unsecured, subordinated
promissory note maturing in 2001 issued by Casino America (the "Casino America
Note"), which together represent approximately 53% of the Company's total
assets as of such date. Casino America currently operates four gaming
facilities, two in Mississippi and two in Louisiana. In April 1996, the
Louisiana gaming statutes were modified to provide for a local option vote to
decide whether or not to continue riverboat gaming, video draw poker and the
New Orleans land-based casino. The vote will be conducted on a
parish-by-parish basis in November 1996 with separate votes for each form of
gaming. In the event that the riverboat gaming proposition is defeated in a
parish, the legislation permits a licensee operating in that parish to continue
operations in that parish through the expiration of its current license. The
current license to operate in Bossier Parish expires in December 1998 and the
two Calcasieu Parish licenses expire in March 1999 and May 2001. The
discontinuation of riverboat gaming in Bossier Parish or Calcasieu Parish would
have a material adverse effect on Casino America (and, to the extent the
Company continues to hold a material amount of securities of Casino America,
the Company), in that it may affect the ability of Casino America to make
principal and interest payments on its indebtedness (including indebtedness to
the Company) and may have a material adverse effect on the price of Casino
America common stock.
Furthermore, in general, as long as the Company continues to hold Casino
America securities, the Company's financial condition will be, to a large
extent, dependent upon the success of Casino America. Any significant decline
in the market value of Casino America common stock would have an adverse effect
on the Company. Similarly, the results of operations of Casino America may
affect its ability to make principal and interest payments to the Company
pursuant to the Casino America Note. Despite the amount of Casino America
securities held by the Company, the Company does not believe that it qualifies
as an "investment company" as defined in the Investment Company Act of 1940, as
amended and has taken this position with the Commission.
In connection with the Company's ownership of more than 5% of the
outstanding common stock of Casino America (as of September 30, 1996, the
Company held approximately 10.9%), the Company must be found suitable as a 5%
or greater shareholder in any jurisdiction in which Casino America has gaming
operations. Currently Casino America has gaming operations in Louisiana and
Mississippi. The Company believes it is currently authorized to be a 5% or
greater shareholder of Casino America in Louisiana and has made application to
the Mississippi gaming authorities to be approved as such.
CONSUMMATION OF MBII TRANSACTION
The Company has entered into a definitive asset purchase agreement to
acquire the MBII riverboat casino. Consummation of such transaction is subject
to several conditions, including obtaining (i) $40 million of cash to effect
the purchase, (ii) the approval of the Iowa Gaming Commission, (iii) a license
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to operate the purchased assets, and (iv) certain other consents and approvals.
Presently, the Company anticipates raising the $40 million purchase price from
some combination of (a) the issuance of $20 million of debt to a bank for which
the Company has received a commitment letter, (b) cash on hand, (c) the sale of
all or a portion of the Company's Casino America common stock, (d) the sale of
the Company's Las Vegas land, and/or (e) the sale of the Casino America Note.
See "--Licensing Risk" and "-- Regulation by Gaming and Other Authorities."
The Agreement provides for a closing by November 15, 1996, unless extended by
the parties. If the conditions to closing are not satisfied by such date,
there can be no assurance that the parties will agree to extend the date for
closing. Furthermore, there can be no assurance that the Company will be able
to obtain the $40 million cash purchase price or the appropriate licenses or
that the MBII transaction will be consummated at all.
DEPENDENCE ON KEY PERSONNEL
Management of the Company has no prior operating experience in riverboat
gaming. Therefore, the success of the Company is largely dependent upon the
efforts and skills of certain executive officers and key employees, the loss of
services of any of whom could materially adversely affect the Company. The
Company's business will require managers with gaming industry experience and
skilled employees. A shortage of skilled labor exists in the gaming industry,
which may make it more difficult and expensive to attract and retain qualified
employees. While the Company believes that it will be able to attract and
retain qualified employees, no assurance can be given that such employees will
be available to the Company.
COMPETITION
The casino gaming industry is highly fragmented and characterized by
intense competition among a large number of participants, including riverboat,
dockside and land-based casinos, video lottery terminals, Indian gaming, and
other forms of legalized gaming in the United States. The Company will be
competing with other larger, more established gaming companies, some of which
have far greater financial resources than the Company. MBII currently competes
with (i) three riverboat casinos in the "Quad Cities" area approximately 40
miles to the south (two in Iowa and one in Illinois), (ii) two riverboat
casinos in the DuBuque, Iowa area approximately 65 miles to the north (one in
Iowa and one in Illinois), and (iii) a land-based slots-only casino located
within a dog racing facility in DuBuque, Iowa. The Company believes that
competition in the gaming industry, particularly the riverboat and dockside
gaming industry, is based on the quality and location of gaming facilities, the
effectiveness of marketing efforts, and customer service and satisfaction.
Although management of the Company believes that the location of MBII's casino
allows it to effectively compete with other casinos in the area, the Company
expects competition in the casino gaming industry to be intense as more casinos
are opened and new entrants into the gaming industry become operational.
Iowa law does not limit the number of gaming licenses that may be granted
within the state, and, consequently, other casinos may be subsequently
authorized within MBII's primary market area. Furthermore, the Company is
aware that recently a group of investors has expressed an interest in locating
a casino in Cedar Rapids, Iowa, approximately 85 miles west of MBII's casino.
Prior to gaming being authorized in Cedar Rapids, a referendum to permit
riverboat casinos must be approved by the residents of Linn County and the Iowa
Gaming Commission must issue a license to the proposed non-profit organization
and casino operator.
Currently Illinois law limits the number of riverboat gaming licenses to
ten. All of such licenses have been granted and all of the respective casinos
are currently in operation. Over the last two years, a number of proposals
have been introduced in the Illinois legislature seeking to expand the number
of gaming licenses that may be granted, and to reduce the cruising requirements
for riverboats (Illinois law
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currently requires regular excursions, except when cruising is unsafe
due to inclement weather, mechanical or structural problems, or river icing).
In the event Illinois law is modified to permit additional licenses, MBII could
encounter additional competition in its market area. In the event Illinois law
is modified to reduce the cruising requirement for riverboats, MBII's operating
results may be adversely affected. The Company cannot predict the likelihood of
modification of gaming legislation in Illinois or the impact of any such
modification on the Company's results of operations.
LICENSING RISK
Iowa gaming laws authorize the granting of licenses to conduct riverboat
gaming to not-for-profit corporations which, in turn, are permitted to enter
into operating agreements with persons who are licensed by the Iowa Gaming
Commission to operate riverboat casinos. Gaming licenses are issued for not
more than three years and are subject to annual renewal thereafter. The Iowa
Gaming Commission has broad discretion with regard to such renewals.
There are numerous other requirements specified in the Iowa gaming
statutes and relevant regulations governing the ownership and control of gaming
operations, and the state regulatory agencies have broad discretionary
authority to take action necessary to protect the public interests, including
suspension or revocation of a license or disqualification of persons associated
with the gaming operations who are found to be unsuitable. Should the Company
complete the purchase of the MBII riverboat casino, the failure to obtain any
such license, permit or approval, as well as any withdrawal, suspension,
revocation, restriction or failure to renew such license, permit or approval,
would have a material adverse impact on the Company. While the Company has
applied for a license to operate the MBII riverboat casino in connection with
its proposed purchase, there can be no assurance the Company will be granted a
license to operate such facility.
Iowa gaming laws give each county in the state the opportunity to hold a
referendum on whether to allow casino gaming within its boundaries. Clinton
County approved such a referendum in May 1994 authorizing gaming for a period
of nine years. Another referendum cannot be held until 2002 and, if approved,
subsequent referenda will occur at eight year intervals. There can be no
assurance that Clinton County residents will approve casino gaming beyond 2002.
In addition, there are numerous statutes and regulations in the State of
Nevada governing gaming and the Nevada regulatory authorities also have broad
discretionary powers in connection with the licensing process. There can be no
assurance that the Company will obtain the necessary permits and licenses in
order to develop a casino in Nevada should the Company choose to do so.
NEW GAMING JURISDICTION
Iowa is a relatively new gaming market, with the first riverboat gaming
activities commencing in April 1991. As of September 30, 1996, there were nine
riverboat casinos, and three land-based slots only casinos located within horse
and dog racing facilities, operating in Iowa. The success of gaming in a
market which has only a short history of supporting gaming operations cannot be
guaranteed or accurately predicted. The number of patrons of a riverboat
casino in a new gaming jurisdiction like Iowa and the propensity of these
patrons to wager cannot be predicted with any degree of certainty and there can
be no assurance that the Company will be able to operate the casino in a
profitable manner.
TAXATION
The Company believes that the availability of significant additional
revenue through taxation is one of the primary reasons that Iowa and other
jurisdictions have legalized gaming. The Company's
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gaming operations are, and any future gaming operations are likely to
be, subject to significant taxes and fees in addition to normal federal and
state corporate income taxes, and such taxes and fees are subject to increase at
any time. Should the Company complete the purchase of the MBII riverboat
casino, any material increase in these taxes or fees would adversely affect the
Company.
MARITIME CONSIDERATIONS
Under the provisions of Title 46 of the U.S. Code, the design,
construction and operation of the MBII riverboat casino are subject to
regulation and approval by the U.S. Coast Guard. MBII's riverboat is subject
to periodic inspections by the Coast Guard and every five years the riverboat
must be dry docked for hull and other inspections, which will result in a loss
of service that can have an adverse effect on the Company. Failure of certain
inspections may preclude the use of the riverboat as a floating casino.
All shipboard employees of the Company employed on U.S. Coast Guard
regulated vessels, including those not involved with the actual operation of
the vessel, such as dealers, cocktail hostesses and security personnel, may be
subject to the Jones Act, which, among other things, exempts those employees
from state limits on workers' compensation awards.
Operating on the Mississippi River will expose MBII's riverboat casino to
marine hazards such as unpredictable river currents, potentially severe weather
conditions and exposure to maritime traffic. The Company expects to obtain
maritime insurance coverage; however, the occurrence of a catastrophic loss in
excess of such coverage could have a material adverse effect on the Company.
REGULATION BY GAMING AND OTHER AUTHORITIES
Typically, gaming authorities, including those in Iowa and Nevada, have
discretionary authority to, and in certain circumstances must, require a direct
or indirect holder of Common Stock to file an application to be investigated
and to be found suitable as an owner or landlord of a gaming establishment.
Such application may be required regardless of the circumstances under which
ownership is obtained. The gaming laws and regulations of other jurisdictions
in which the Company may seek or obtain licenses may also contain restrictions
on the ability of a person or group to acquire or hold such securities or may
require regulatory approval. In addition, the federal Merchant Marine Act of
1936 and the federal Shipping Act of 1916 and applicable regulations thereunder
contain provisions designed to prevent persons who are not citizens of the
United States, as defined therein, from holding in the aggregate more than 25%
of the outstanding shares of common stock of the entities subject to such
regulation. In addition, Iowa and Nevada gaming regulators have the statutory
right to investigate and approve any holder of 5% or more of the outstanding
Common Stock of the Company. The regulator must determine that such persons
are deemed suitable to hold such stock and may require such holders to make
filings and submit to regulatory proceedings in order to be qualified. Any
holder of Common Stock required to apply for a finding of suitability must pay
all investigative fees and costs of the gaming authorities in connection with
such an investigation. Such restrictions could adversely affect the
marketability of the Company's Common Stock.
In both Iowa and Nevada, if the gaming authority finds that an individual
owner or holder of a security of a corporate licensee or of a holding or an
intermediary company or any person or persons with an economic interest in a
licensee, or a director, partner, officer or manager is not qualified under
applicable law or regulation and if, as a result, the licensee is no longer
qualified to continue as a licensee, the gaming authority may suspend or revoke
the license or permit. The gaming authority may also issue, under penalty, a
revocation of license, a condition of disqualification naming the person or
persons and declaring that such person or persons may not receive dividends or
interest on securities of the corporation, exercise directly, or through a
trustee or nominee, a right conferred by securities of the
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corporation, receive remuneration from the licensee, receive any economic
benefit from the licensee, continue an ownership or economic interest in a
licensee or remain as a manager, officer, director or partner of a licensee.
The power of regulatory authorities to restrict or disapprove certain security
holders of the Company may impair the Company's ability to raise capital or
attract qualified management candidates. Any license revocation or suspension
would have a material adverse effect on the Company.
ENVIRONMENTAL REGULATION
The Company is subject to a variety of federal, state and local
governmental regulations relating to the use, storage, discharge, emission and
disposal of hazardous material. While the Company believes that it is
presently in material compliance with all environmental laws, failure to comply
with such laws could result in the imposition of severe penalties or
restrictions on operations by government agencies or courts of law which could
adversely affect operations. The Company does not maintain environmental
impairment liability insurance to cover such events.
RESTRICTIONS ON HOLDERS OF COMPANY STOCK CONTAINED IN ARTICLES OF INCORPORATION
The Articles of Incorporation of the Company provide that any shareholder
of the Company who is found to be unsuitable by any gaming regulatory authority
with jurisdiction over the Company's operations, may, in the discretion of the
Board of Directors, be required to divest the shares of Company stock owned by
such person within forty-five (45) days from the date on which the Company
notifies the disqualified holder of the regulatory authority's determination of
unsuitability, or the Company will have the right to purchase such stock at a
price equal to the fair market value as defined in the Articles of
Incorporation less twenty-five percent (25%).
In addition, the Articles of Incorporation require that the Company
maintain compliance under the federal Merchant Marine Act of 1936 and the
federal Shipping Act of 1916, as amended, restricting the amount of shares of
Company Common Stock which may be held by non-U.S. citizens. The Company may
require foreign persons to divest their shares of Company Common Stock in
accordance with the provisions of the Articles of Incorporation in the event
that the Company determines that it is in violation of either of these Acts.
UNCERTAINTY WITH RESPECT TO LAS VEGAS PROJECT
Management of the Company continues to evaluate the potential development
of a hotel and casino project on the Company's 18.6-acre tract of land in Las
Vegas. Management is considering a variety of scenarios with respect to the
operation and ownership of the proposed hotel and casino, including a potential
joint venture relationship, but currently has no definitive development plan in
place. In addition to seeking an acceptable joint venture arrangement, the
Company has considered selling its Las Vegas property and has had discussions
with certain parties in that regard, although no agreement has been reached
with any party with respect to such a sale. There can be no assurance that
this project will be undertaken, whether by the Company alone or in conjunction
with a third party, or, if completed, that the project will be operated
profitably.
The Company's Las Vegas land has received a H-1 (hotel and casino) zoning
designation to construct a fourteen-story 400 room hotel and casino. This H-1
zoning designation will expire on June 7, 1997 unless construction is complete,
or a zoning extension or modification is granted. Presently, the Company has
not determined whether or not it will proceed with the construction of a hotel
and casino on such land, and thus it is unlikely that construction will be
completed prior to the expiration of the current H-1 zoning designation. Loss
of the H-1 zoning designation may reduce the value of such land. There can be
no assurance that the Company will be able to extend or modify the H-1 zoning
designation for its Las Vegas land.
-8-
<PAGE> 11
VOLATILITY OF STOCK PRICE
The trading price of the Company's Common Stock has been and could
continue to be subject to wide fluctuations, based upon, among other things,
quarter-to-quarter variations in the Company's operating results, the success
or failure of the Company's efforts to expand into additional jurisdictions and
investor opinions with respect to the gaming industry. The market prices of
securities of companies whose future operating results are dependent on
specific developments such as the passage or defeat of particular legislation
are often particularly volatile, such as that described above under "Risks of
Ownership of Casino America Securities - Louisiana Local Option Referendum."
In addition, the stock market generally, and the gaming industry in
particular, have experienced extreme price and volume fluctuations, in a
manner which often has been unrelated to the operating performances of
individual companies. A shift in investor interest away from gaming industry
stocks could adversely affect the trading price of the Common Stock in a
manner unrelated to the Company's operating performance.
MAINTENANCE OF EFFECTIVE PROSPECTUS
Selling Shareholders may effect sales of shares of Common Stock only
pursuant to an effective Registration Statement and Prospectus. The Company
has undertaken to maintain the effectiveness of this Prospectus for a period of
two years from November 8, 1994. In the event of the lapse of effectiveness of
this Prospectus, Selling Shareholders would be restricted from selling their
shares in the open market, unless they satisfy the requirements of Rule 144
under the Securities Act of 1933, as amended.
SALES OF THE COMPANY'S SECURITIES IN THE EVENT OF APPLICATION OF PENNY STOCK
RULES
Although the Company's Common Stock is not presently subject to the
so-called "penny stock" rules promulgated by the Securities and Exchange
Commission, in the event that the Company's Common Stock no longer qualifies
for exclusion from the definition of "penny stock" under applicable
regulations, the Company's Common Stock would become subject to such rules,
which impose additional sales practice requirements on broker dealers who sell
such securities to persons other than established customers and accredited
investors (generally, institutions with assets in excess of $5,000,000 or
individuals with net worths in excess of $1,000,000 or annual incomes exceeding
$200,000, or $300,000 jointly with their spouses). For transactions covered by
the penny stock rules, a broker dealer must make a special suitability
determination for the purchaser and receive the purchaser's written agreement
to the transaction prior to the sale. Consequently, such rules may affect the
ability of broker dealers to sell the Company's publicly traded securities and
also could affect the ability of purchasers in this offering to sell the Common
Stock in the secondary market should such rules become applicable in the
future.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock by the Selling Shareholders. See "Selling Shareholders" for a
list of those persons who will receive the proceeds from such sales.
-9-
<PAGE> 12
SELLING SHAREHOLDERS
The following table sets forth certain information as of September 30,
1994 (before the commencement of this offering), with respect to ownership of
the outstanding Common Stock by each of the Selling Shareholders. Unless
otherwise indicated, each person possesses sole voting and investment power
with respect to the shares owned by him. This table assumes that all shares
offered by the Selling Shareholders are sold in this offering. Unless
otherwise indicated, no Selling Shareholder has any position, office or other
material relationship with the Company.
<TABLE>
<CAPTION>
Before the Offering as of (9/30/94) After the Offering
---------------------------------- Shares to -----------------------------
Number of Shares Percent be sold in Number of Shares Percent
Name of Beneficial Owner Beneficially Owned of Class Offering Beneficially Owned of Class
- ---------------------------- ------------------ --------- --------- ------------------ ---------
<S> <C> <C> <C> <C> <C>
SELLING SHAREHOLDERS WHO ARE
DIRECTORS OF THE COMPANY:
Gerald L. Adams 752,500(1) 7.0% 750,000 2,500 *
1225 East 9th Street
Lockport, Illinois 60441
Robert J. Kehl 1,156,667(2) 10.6% 1,156,667 0 *
3rd Street
Ice Harbor
DuBuque, Iowa 52004
Tilman J. Falgout, III 462,500(3) 4.3% 400,000 62,500 *
Gerard M. Jacobs 337,181(4) 3.1% 303,981 33,200 *
OTHER SELLING SHAREHOLDERS:
Private Placement for Cash:
---------------------------
6420 Wilshire Associates 10,000 * 10,000 0 0
Myron L. Ace 10,000 * 10,000 0 0
Acorn Corrugated Box Co. 10,000 * 10,000 0 0
Vincent A. Albanese 9,700 * 9,700 0 0
Richard J. Albenesius 5,000 * 5,000 0 0
Frank & Sharon Alesia 10,700 * 10,700 0 0
Paul Almond 5,000 * 5,000 0 0
Robert Amonie, M.D. 10,000 * 10,000 0 0
Donald A. Ballarini 10,000 * 10,000 0 0
Chengyuan Bao and Liang Yan Xue 5,000 * 5,000 0 0
Fred B. Barbara 50,000 * 50,000 0 0
Bank of the West TTEE 5,000 * 5,000 0 0
Marvin Barhorst 3,000 * 3,000 0 0
</TABLE>
-10-
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C> <C>
Michael M. & Joan L. Bearden 5,000 * 5,000 0 0
Vincent & Kathleen Bell 9,500 * 9,500 0 0
Floyd M. Berg 8,000 * 8,000 0 0
Neal M. Bidwell 10,000 * 10,000 0 0
BJRC High Yield Partners 15,000 * 15,000 0 0
Richard Bloom 1,000 * 1,000 0 0
George & Rose Bonomo 100,000 * 100,000 0 0
Paul Bratney 3,000 * 3,000 0 0
Wayne J. Breau 2,500 * 2,500 0 0
Brent-Air Pharmacy 10,000 * 10,000 0 0
Brompton Partners L.P. 12,000 * 12,000 0 0
Harry Joe Brown, Jr. 10,000 * 10,000 0 0
Albert Bruno 80,000 * 80,000 0 0
Corrine Bruno 20,000 * 20,000 0 0
William Burrough 5,000 * 5,000 0 0
Dr. Allen Bursk 10,000 * 10,000 0 0
Vincent Cainkar 2,000 * 2,000 0 0
James W. Cameron, Jr. 50,000 * 50,000 0 0
Philip A. Carpenter 18,000 * 18,000 0 0
Richard Carpenter TTEE for
Karen Carpenter Testamentary Trust 15,000 * 15,000 0 0
Richard Carpenter by WF Wolfen 15,000 * 15,000 0 0
Bruno and Maryann Caruso 5,000 * 5,000 0 0
David P. Cutler 8,333 * 8,333 0 0
Neil & Sharon Dabney 20,000 * 20,000 0 0
John G. & Margery M. Davies 10,000 * 10,000 0 0
Wilda & David Davis 3,000 * 3,000 0 0
Richard Dawson/Nancy Dhonau 10,000 * 10,000 0 0
William and Jolan Deeley 4,000 * 4,000 0 0
D/R Asset Mgmnt. Inc. FAO 40,000 * 40,000 0 0
D/R Distressed Securities Fund, L.P. 39,500 * 39,500 0 0
</TABLE>
-11-
<PAGE> 14
<TABLE>
<S> <C> <C> <C> <C> <C>
Delaware Charter GTEE & Trust 20,000 * 20,000 0 0
Randee C. Devlin 10,000 * 10,000 0 0
Arthur T. Donaldson 10,000 * 10,000 0 0
Jack Dorman 10,000 * 10,000 0 0
James F. Dorsey 10,000 * 10,000 0 0
Double Bliss Corp. 8,750 * 8,750 0 0
I. Steven Edelson 7,870 * 7,870 0 0
E. Lee Elliott & Anthony L. Rick 10,000 * 10,000 0 0
Jorge A. Escalante 370,000 3.4% 370,000 0 0
Eshman Living Trust 5,000 * 5,000 0 0
Hong Fan 5,000 * 5,000 0 0
Lynn Feldkamp 3,000 * 3,000 0 0
Jerry Fields 10,000 * 10,000 0 0
Keith A. Finger 5,000 * 5,000 0 0
Diane Finkel 1,000 * 1,000 0 0
Donald H. Foster 204,000 1.9% 204,000 0 0
Philip Freedberg 5,000 * 5,000 0 0
Jack E. Freedman 10,000 * 10,000 0 0
Leonard H. Friedlander 5,000 * 5,000 0 0
Calude T.H. Friedman 5,000 * 5,000 0 0
GC & H Partners 10,000 * 10,000 0 0
Galbrook Corp. 8,750 * 8,750 0 0
Theodora Lynch Getty Gaston 3,000 * 3,000 0 0
Gerald Ginsberg DDS PC, MPP 17,500 * 17,500 0 0
Morris Glesby 5,000 * 5,000 0 0
Sandra Post Goggin 5,000 * 5,000 0 0
Terrence J. Goggin 13,334 * 13,334 0 0
Ralph Goldman 9,300 * 9,300 0 0
Richard A. Gralitzer 10,000 * 10,000 0 0
Greenstreet Partners 50,000 * 50,000 0 0
John Gregory 2,000 * 2,000 0 0
</TABLE>
-12-
<PAGE> 15
<TABLE>
<S> <C> <C> <C> <C> <C>
David Gross 8,000 * 8,000 0 0
Ronald B. Gross, MP Plan 17,500 * 17,500 0 0
Susan Harris Family Trust 10,000 * 10,000 0 0
Hermarl Holdings Inc. 27,500 * 27,500 0 0
Warren Hoffman IRA 10,000 * 10,000 0 0
William F. & Prudence Hopkins 20,000 * 20,000 0 0
Edwin J. Hull 8,333 * 8,333 0 0
The Insight Fund L.P. 10,000 * 10,000 0 0
Irell & Manella Profit Sharing Plan 5,000 * 5,000 0 0
George Izeluk 10,000 * 10,000 0 0
JMG Capital Partners 15,000 * 15,000 0 0
Gerard M. Jacobs 66,000 * 66,000 0 0
Thomas Haskins Jacobs 10,000 * 10,000 0 0
William R. Jenkins 115,000 1.1% 115,000 0 0
William L. Jiler 7,500 * 7,500 0 0
J. Stuart Johnson 20,000 * 20,000 0 0
J. Steven Johnson 5,000 * 5,000 0 0
Warren Johnson 10,000 * 10,000 0 0
Alvan Kamis 10,000 * 10,000 0 0
George Karabatsos 10,000 * 10,000 0 0
Harold Katz 5,000 * 5,000 0 0
M. Gordon Keiser 5,000 * 5,000 0 0
Frank E. Kerdyk 10,000 * 10,000 0 0
Paul Kestenbaum 5,000 * 5,000 0 0
Leslie King Living Trust 5,000 * 5,000 0 0
Thomas V. King 4,000 * 4,000 0 0
Harlan Kleiman & Lorraine Reiner 10,000 * 10,000 0 0
Nicholas P. Klokochar 10,000 * 10,000 0 0
Jacqueline Knapp 5,000 * 5,000 0 0
Joel and Judy Knapp Family Trust 10,000 * 10,000 0 0
Juliette Knapp 5,000 * 5,000 0 0
</TABLE>
-13-
<PAGE> 16
<TABLE>
<S> <C> <C> <C> <C> <C>
Otis C. Knighton 50,000 * 50,000 0 0
Ron Kool 5,000 * 5,000 0 0
Krasnow Family Trust 5,000 * 5,000 0 0
Fred Kyle 2,000 * 2,000 0 0
Steven Landgarten 3,000 * 3,000 0 0
The Morris Leviloff Trust 10,000 * 10,000 0 0
Daniel J. Lynch 5,000 * 5,000 0 0
John P. & Michelle Lynch 10,000 * 10,000 0 0
Mandel Properties 2,500 * 2,500 0 0
Vincent P. Mazzeo 5,000 * 5,000 0 0
Timothy S. McAnarney 926 * 926 0 0
Jay R. McCollum 20,000 * 20,000 0 0
Heather M. McKay 10,000 * 10,000 0 0
Ellen Meyer 20,000 * 20,000 0 0
Donald F. Moorehead 50,000 * 50,000 0 0
George O. Moorehead 10,000 * 10,000 0 0
Clifford J. Moquist 5,000 * 5,000 0 0
The Max Negri Trust 10,000 * 10,000 0 0
The Negri Foundation 20,000 * 20,000 0 0
George Novogroder 22,500 * 22,500 0 0
J. M. Oksiuta 10,000 * 10,000 0 0
Irawan Onggara 22,000 * 22,000 0 0
Morris Ostin by WF Wolfen 15,000 * 15,000 0 0
William and Rosemary Pacella 50,000 * 50,000 0 0
Joseph J. Paris 5,000 * 5,000 0 0
Michael Park 10,000 * 10,000 0 0
David Pearce 15,000 * 15,000 0 0
Frank Pierce 5,000 * 5,000 0 0
PN Service Inc. MPP 10,000 * 10,000 0 0
Brian D. Porter 200,000 1.9% 200,000 0 0
John T. Porter 100,000 * 100,000 0 0
</TABLE>
-14-
<PAGE> 17
<TABLE>
<S> <C> <C> <C> <C> <C>
Reidsville Investments 10,000 * 10,000 0 0
Michael A. Reinsdorf 7,870 * 7,870 0 0
Stephen & Jodie Reiss 5,000 * 5,000 0 0
Judy L. Resnick 20,000 * 20,000 0 0
Grace A. Roberti-Jacobs 110,000 1.0% 110,000 0 0
Edward Robertson 5,000 * 5,000 0 0
Stanley and Marilyn Ross Trust 20,000 * 20,000 0 0
David Rost 5,000 * 5,000 0 0
Ellis Rubenstein 5,000 * 5,000 0 0
Harold Rubenstein 10,000 * 10,000 0 0
Edward A. Rucker 5,000 * 5,000 0 0
Joseph G. Salinger 2,000 * 2,000 0 0
The Saritzky Trust 2,000 * 2,000 0 0
Daniel Scelfo 5,000 * 5,000 0 0
Ronald A. Schachar 25,000 * 25,000 0 0
Darryl Schall 10,000 * 10,000 0 0
Charles Schellhorn 10,000 * 10,000 0 0
Rolf Schuermann 7,000 * 7,000 0 0
Thomas Seeley 5,000 * 5,000 0 0
Lorri Seguax 5,000 * 5,000 0 0
Abdul R. Shakir 10,000 * 10,000 0 0
Gary & Madelyn Silman Trust 10,000 * 10,000 0 0
Edward I. Silver 13,890 * 13,890 0 0
Lee Norman Sion 20,000 * 20,000 0 0
Samuel K. Skinner 20,000 * 20,000 0 0
Sloane Overseas Fund Ltd. 8,000 * 8,000 0 0
Andrew D. Smith 5,000 * 5,000 0 0
Robert G. Solomon 10,000 * 10,000 0 0
South Florida Clothing Exchange 5,000 * 5,000 0 0
A.J. Spiegal 5,000 * 5,000 0 0
Susan Spivak, Trustee FBO 10,000 * 10,000 0 0
</TABLE>
-15-
<PAGE> 18
<TABLE>
<S> <C> <C> <C> <C> <C>
Matthew J. Stahl 10,000 * 10,000 0 0
Robert E. Stanell 10,000 * 10,000 0 0
Jerome Steinbaum 10,000 * 10,000 0 0
Neil Strauss 10,000 * 10,000 0 0
David A. Swanson 2,000 * 2,000 0 0
Wayne A. Taylor 10,000 * 10,000 0 0
Julian W. Timmons 12,000 * 12,000 0 0
Transtor, Inc. 30,000 * 30,000 0 0
Ian Wallace 10,000 * 10,000 0 0
Edward Wilkins 35,000 * 35,000 0 0
Delmar F. Williams 5,000 * 5,000 0 0
Daniel A. Wiltz 9,000 * 9,000 0 0
Paul Junger Witt Family Trust 10,000 * 10,000 0 0
Herbert Wolas 10,000 * 10,000 0 0
Richard Wolfen 5,000 * 5,000 0 0
Werner F. Wolfen 15,000 * 15,000 0 0
Jules Yanofsky 10,000 * 10,000 0 0
Kangling Zheng 11,000 * 11,000 0 0
Walter Zifkin 2,500 * 2,500 0 0
Acquisition of St. Charles Gaming Company, Inc.:
- ------------------------------------------------
10 Westpark Corporation 400,000 3.7% 400,000 0 0
Gerald L. Adams 752,500(1) 7.0% 750,000 2,500 *
E.P.I.M., Inc. 22,500 * 22,500 0 0
Clarence & Leina May Fogg 84,200 * 84,200 0 0
G.C.E.S., Inc. 22,500 * 22,500 0 0
Louisiana Education, Inc. 22,500 * 22,500 0 0
Barry W. Miller 67,500 * 67,500 0 0
Robert S. Miller 10,000 * 10,000 0 0
Acquisition of Gaming Entertainment Management Services, Inc.:
- --------------------------------------------------------------
Sol Adler 24,091 * 24,091 0 0
Ray Alizadeh 467 * 467 0 0
</TABLE>
-16-
<PAGE> 19
<TABLE>
<S> <C> <C> <C> <C> <C>
Michael G. Bailey 101,710 * 101,710 0 0
Bailey Saetveit & Co. PSP 14,394 * 14,394 0 0
Edward F. Calus 26,768 * 26,768 0 0
David E. Clement 701 * 701 0 0
Nancy Opie Clement 701 * 701 0 0
Thomas A. Clement 467 * 467 0 0
CPMSI 24,243 * 24,243 0 0
Linda K. Corporon 3,460 * 3,460 0 0
W.E. Diederich 2,146 * 2,146 0 0
Timothy M. Dougall 29,465 * 29,465 0 0
William M. Dougall 29,465 * 29,465 0 0
Charles Golding, Jr. and
Paula Golding as Trustees
for the Golding Family Trust 294,646 2.7% 294,646 0 0
Dennis Goodman 25,884 * 25,884 0 0
Geoffrey H. Gray 82,677 * 82,677 0 0
Letitia Gray 4,293 * 4,293 0 0
Gordon A. Haines 126 * 126 0 0
John J. Halsey 1,869 * 1,869 0 0
Larry J. Hannappel 2,146 * 2,146 0 0
Judith B. Herm 2,525 * 2,525 0 0
Dennis L. Jacob 63 * 63 0 0
Richard Johnson 126 * 126 0 0
Erik R. Kelly 934 * 934 0 0
Thomas M. & Danielle L. Lamirato 934 * 934 0 0
Charles B. Lawton, M.D. 2,146 * 2,146 0 0
James N. Menzel 126 * 126 0 0
John McLaughlin 15,152 * 15,152 0 0
Roy B. Moran 35,000 * 35,000 0 0
Khaled H. Murib 467 * 467 0 0
Brian Parsons 1,742 * 1,742 0 0
Sally H. Parson Trust 6,970 * 6,970 0 0
Barbara L. Rutt 10,101 * 10,101 0 0
</TABLE>
-17-
<PAGE> 20
<TABLE>
<S> <C> <C> <C> <C> <C>
William R. Saetveit 73,700 * 73,700 0 0
William K. & Ann J. Speaker 126 * 126 0 0
Arlin & Karen Shepard 126 * 126 0 0
Mike P. Slouka 126 * 126 0 0
Norman Slotnick 13,056 * 13,056 0 0
Robert B. & Cindy A. Speaker 4,167 * 4,167 0 0
Lloyd O. Thompson 2,146 * 2,146 0 0
Trynd, Inc. 4,154 * 4,154 0 0
Margaret J. Van Hook 2,146 * 2,146 0 0
WDT Associates, Inc. 11,786 * 11,786 0 0
Tom Ward & Kathleen Stumpp 27,399 * 27,399 0 0
Jerry & Audrey Williams 63 * 63 0 0
For Sale Upon Exercise of Outstanding Warrants(5):
- --------------------------------------------------
Crown Warrant Partners I 23,529 * 23,529 0 0
Crown Warrant Partners II 120,000 1.2% 120,000 0 0
Richard Bloom 48,867 * 48,867 0 0
Don Farris 54,022 * 54,022 0 0
Daniel Goggin 38,990 * 38,990 0 0
The Hubbard Company, Inc. 77,981 * 77,981 0 0
Gerard M. Jacobs(6) 127,981 1.2% 127,981 0 0
Kehl River Boats, Inc. 100,000 * 100,000 0 0
Nomura Holding America, Inc. 508,414 4.5% 508,414 0 0
OKGBD & Co. 80,440 * 80,440 0 0
Jason Reese 402 * 402 0 0
Allen Stern 3,620 * 3,620 0 0
Consideration for Property or Services:
- ---------------------------------------
Calcasieu Development Corporation(7) 200,000 1.8% 200,000 0 0
Robert J. D'Hemecourt(8) 100,000 * 100,000 0 0
Kehl River Boats, Inc.(9) 1,056,667 9.8% 1,056,667 0 0
</TABLE>
-18-
<PAGE> 21
- ------------------------------
* Less than 1%.
(1) Includes 2,500 shares subject to non-qualified stock options.
(2) Includes 1,056,667 shares and 100,000 shares subject to a presently
exercisable stock purchase warrant, all issued in the name of Kehl River
Boats, Inc., of which Mr. Kehl is president and a significant shareholder.
See "Certain Transactions."
(3) Includes 30,000 shares subject to non-qualified stock options and 400,000
shares held in a corporation controlled by Mr. Falgout.
(4) Includes 2,300 shares held by a corporation controlled by Mr. Jacobs,
127,981 shares subject to presently exercisable stock purchase warrants
and 110,000 shares held by Mr. Jacobs' wife, with respect to which Mr.
Jacobs disclaims beneficial ownership.
(5) The shares set forth below are all subject to outstanding warrants to
purchase Common Stock, unless otherwise noted. Such shares are offered for
sale to the public by the holders of such warrants upon exercise thereof.
For purposes of calculating the percentages in the table below, all such
shares are assumed to be presently outstanding.
(6) Shares represented by warrants to purchase 77,981 shares and 50,000 shares.
(7) The Company and Calcasieu Development Corporation ("CDC") previously
entered into a letter agreement regarding the potential use of certain land
controlled by CDC in the City of Lake Charles that the Company was
considering to use for its riverboat casino site. In consideration for the
mutual release and termination of such agreement, and CDC's cooperation in
effecting SCGC's development of its site in Calcasieu Parish, the Company
issued 200,000 shares of Crown Common Stock to CDC.
(8) Mr. D'Hemecourt is a Louisiana-based consultant to the Company. Pursuant
to a consulting agreement between SCGC and Mr. D'Hemecourt, the Company
issued Mr. D'Hemecourt 100,000 shares of Crown Common Stock as partial
consideration for Mr. D'Hemecourt's services.
(9) In October 1993, the Company entered into a purchase agreement with Kehl
River Boats, Inc. ("KRB") to purchase a riverboat already under
construction. The agreement with KRB provides for a purchase price, which
has been paid in full, comprised of (i) 1,056,667 shares of Crown Common
Stock, (ii) $9.57 million in cash payments, and (iii) a warrant to
purchase 100,000 shares of Crown Common Stock. Robert J. Kehl, president
and a significant shareholder of KRB, is a director of the Company.
-19-
<PAGE> 22
PLAN OF DISTRIBUTION
Of the 8,121,869 shares of Common Stock being offered hereby for the
benefit of the Selling Shareholders, 3,316,756 shares were originally issued by
the Company in a private placement to "accredited investors" pursuant to
Regulation D promulgated by the Securities and Exchange Commission, which was
completed in May 1994; 1,056,667 shares were issued to KRB in connection with
the purchase of the riverboat; 300,000 shares were issued in consideration of
certain agreements or services performed on behalf of the Company or for other
non-cash consideration; 2,264,200 shares represent shares of Common Stock
issued in connection with the acquisitions of SCGC and GEMS; and 1,184,246
shares underlie warrants to purchase Common Stock of the Company. The Company
has agreed to register the shares for resale by the Selling Shareholders. The
Company will not receive any of the proceeds from the sale of such shares by
the Selling Shareholders.
The Selling Shareholders have advised the Company that they propose to
offer for sale and to sell Common Stock from time to time until November 8,
1996 through brokers in the over-the-counter market, in private transactions,
or otherwise, at market prices prevailing at the time of sale or at prices and
terms then obtainable, in block transactions, negotiated transactions, or
otherwise. Accordingly, sales prices and proceeds to the Selling Shareholders
will depend upon market price fluctuations and the manner of sale.
If the shares are sold through brokers, the Selling Shareholders will pay
brokerage commissions and other charges, including any transfer taxes (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). The Selling Shareholders will also pay the fees and expenses of
any counsel retained by them in connection with this offering. Except for the
payment of such legal fees and expenses, brokerage commissions and charges, the
Company will bear all expenses in connection with registering the shares
offered hereby, which registration expenses are estimated to total
approximately $275,000.
DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The Company is authorized to issue up to 50,000,000 shares of Common
Stock. As of October 17, 1996, 10,511,508 shares of Common Stock were issued
and outstanding. Holders of shares of Common Stock are entitled to elect all
of the members of the Board of Directors of the Company, and such holders are
entitled to vote as a class on all matters required or permitted to be
submitted to the shareholders of the Company. Subject to such preferential
rights as the Board of Directors may grant in connection with future issuances
of Preferred Stock, holders of shares of Common Stock are entitled to receive
such dividends as the Board of Directors may declare in its discretion out of
funds legally available therefor. Holders of shares of Common Stock are
entitled to share ratably in any distribution made to holders of Common Stock
in the event of a liquidation, dissolution or winding up of the Company after
payment of liabilities and any liquidation preference on any shares of
Preferred Stock then outstanding. Holders of shares of Common Stock have no
cumulative voting or preemptive rights, nor do they have any conversion,
preemptive or other rights to subscribe for additional shares or other
securities. There are no redemption or sinking fund provisions with respect to
such shares. All outstanding shares of Common Stock are fully paid and
nonassessable.
-20-
<PAGE> 23
PREFERRED STOCK
The Board of Directors of the Company is authorized, without further
action of the shareholders of the Company, to issue up to 1,000,000 shares of
Preferred Stock in one or more series and to fix the number of shares
constituting any such series and the rights and preferences thereof, including
dividend rates, terms of redemption (including sinking fund provisions),
redemption price or prices, voting rights, conversion rights and liquidation
preferences of the shares constituting such series. The issuance of Preferred
Stock by the Board of Directors could adversely affect the rights of holders of
Common Stock. For example, an issuance of Preferred Stock could result in a
class of securities outstanding with preferences over the Common Stock with
respect to dividends and liquidations, and that could (upon conversion or
otherwise) enjoy all of the rights appurtenant to Common Stock.
The Company has no present plans to issue any shares of the Preferred
Stock.
REGISTRATION RIGHTS RELATED TO CERTAIN WARRANTS
On January 5, 1994, in partial consideration for its services as placement
agent in connection with a proposed private placement of Company debt
securities which was never consummated, the Company granted Dabney/Resnick,
Inc. a warrant to purchase 80,440 shares of the Company's Common Stock.
Pursuant to a separate Registration Rights Agreement, Dabney/Resnick, Inc. has
the right to require the Company on one occasion to register the shares
underlying such warrant under the federal Securities Act of 1933 (the
"Securities Act").
On January 5, 1994, the Company issued a warrant to purchase 80,440 shares
of its Common Stock to Sun Life Insurance Company of America, Inc. ("Sun Life")
as a commitment fee in connection with services rendered to the Company by Sun
Life relating to a proposed private placement of debt securities which was
never consummated. In June 1994, the Company issued a warrant to purchase
508,414 shares of its Common Stock to Nomura Holding America Inc. ("Nomura") in
connection with Nomura's purchase from SCGC of a $28,000,000 Senior Secured
Increasing Rate Note. Pursuant to separate Registration Rights Agreements, the
above holders each have the right to require the Company on one occasion to
register the shares underlying such warrants under the Securities Act.
In March and April 1994, the Company issued warrants to purchase an
aggregate of 314,952 shares of Common Stock to four persons in consideration of
services rendered by them in connection with the Company's private placement of
Common Stock.
Pursuant to the contract for the purchase of SCGC's riverboat executed in
October 1993, the Company granted to Kehl River Boats, Inc. a warrant to
purchase 100,000 shares of Common Stock, which was issued in July 1994. In
June 1994, the Company undertook to grant to Gerard M. Jacobs, a director of
the Company, a warrant to purchase 50,000 shares of Common Stock in
consideration of services on the Company's behalf in connection with the
Company's efforts to obtain a gaming license in the State of Illinois. This
warrant was issued in October 1994.
The Company is required to give notice to each of the above holders of any
proposed registration by the Company of shares of Common Stock pursuant to a
registration statement to be filed under the Securities Act and to permit them,
subject to certain restrictions, to register and sell shares of Common Stock
pursuant to such registration statement.
In addition, the Company has granted a warrant to purchase 50,000 shares
of Common Stock to one individual in consideration of such individual's
introducing the Company to the investment
-21-
<PAGE> 24
banking community in connection with the Company's debt private placement. The
warrant holder does not have registration rights with respect to such warrant.
CERTAIN PROVISIONS OF ARTICLES OF INCORPORATION AND BYLAWS
Divestiture. The Articles of Incorporation of the Company empower the
Board of Directors to require the divestiture of shares of any person who
beneficially owns, directly or indirectly, shares of any class of capital stock
of the Company who is found by a gaming regulatory authority to be unsuitable
to hold the Company's stock.
In addition, the Articles of Incorporation provide that the Company must
be in compliance with the federal Merchant Marine Act of 1936, as amended, and
the federal Shipping Act of 1916, as amended. The Board of Directors is given
the power to divest any shareholder who has rendered the Company in
non-compliance with these Acts of a sufficient number of shares to bring the
Company into compliance with the Acts.
The procedure for divestiture requires the shareholder within 45 days of
notice from the Company of violation of either provision to sell, transfer or
dispose of his shares in the Company. Following the 45 day period, the Company
shall, for a period of 60 days, have the right, but not the obligation, to
purchase all or any part of such shares of stock from the disqualified
shareholder at a price per share equal to the fair market value of such stock,
less 25%.
Indemnification. The Bylaws provide that directors and officers of the
Company will be indemnified by the Company to the fullest extent authorized by
Texas law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or
on behalf of the Company.
Limitation of Liability. In addition, the Articles of Incorporation
provide that a director shall not be personally liable to the Company or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except that such provision shall not eliminate or limit
the liability of a director for (a) a breach of the director's duty of loyalty
to the Company or its shareholders; (b) an act or omission not in good faith
that constitutes a breach of duty of the director to the Company or an act or
omission that involves intentional misconduct or a knowing violation of the
law; (c) a transaction from which the director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of
the director's office; or (d) an act or omission for which the liability of a
director is expressly provided by an applicable statute. In appropriate
circumstances, equitable remedies or non-monetary relief, such as an
injunction, will remain available to a shareholder seeking redress from a
violation of fiduciary duty. In addition, the provision applies only to claims
against a director arising out of his or her role as a director and not in any
other capacity (such as an officer or employee of the Company).
Anti-Takeover Provisions of Articles of Incorporation. The Company's
Articles of Incorporation authorize the Board of Directors to issue up to
1,000,000 shares of Preferred Stock from time to time in one or more designated
series or classes. The Board of Directors, without approval of the
shareholders, is authorized to establish the voting, dividend, redemption,
conversion, liquidation and other provisions of a particular series or class of
Preferred Stock. The issuance of Preferred Stock could, among other things,
adversely affect the voting power or other rights of the holders of Common
Stock and, under certain circumstances, make it more difficult for a third
party to acquire, or discourage a third party from acquiring, control of the
Company. The Board of Directors has no present intention to issue any series
or class of Preferred Stock.
-22-
<PAGE> 25
TRANSFER AGENT AND REGISTRAR
Securities Transfer Corporation acts as the Transfer Agent and Registrar
for the Common Stock.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Smith, Gambrell & Russell, Atlanta, Georgia.
EXPERTS
The consolidated balance sheets of Crown Casino Corporation as of April
30, 1996 and 1995 and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended April 30, 1996, incorporated by reference in this Prospectus, have been
incorporated herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing.
The balance sheets of St. Charles Gaming Company, Inc. as of April 30,
1996 and 1995 and the related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended April 30, 1996 and 1995, and the
period from June 25, 1993 (acquisition date) to April 30, 1994, incorporated by
reference in this Prospectus, have been incorporated herein in reliance on the
report of Coopers & Lybrand L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
The balance sheets of Mississippi Belle II, Inc., as of December 31, 1995
and 1994 and the related statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 1995,
have been incorporated herein by reference in reliance on the report of
Honkamp, Krueger & Co., independent accountants, given on the authority of that
firm as experts in accounting and auditing.
-23-
<PAGE> 26
================================================================================
NO DEALER, SALES REPRESENTATIVE OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR A SOLICITATION OF,
ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH AN OFFER OR SOLICITATION IS
UNLAWFUL.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information ..................................................... 2
Incorporation of Certain Documents By Reference ........................... 2
The Company ............................................................... 3
Risk Factors .............................................................. 4
Use of Proceeds ........................................................... 9
Selling Shareholders ...................................................... 10
Plan of Distribution ...................................................... 20
Description of Capital Stock .............................................. 20
Legal Matters ............................................................. 23
Experts ................................................................... 23
</TABLE>
-------------------
================================================================================
================================================================================
8,121,869 SHARES
CROWN CASINO
CORPORATION
COMMON STOCK
----------------
PROSPECTUS
----------------
, 1996
--------------
================================================================================
<PAGE> 27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses expected to be incurred in
connection with the issuance and distribution of the securities being
registered. All fees shall be paid by the Registrant. All of the amounts
shown are estimated except for the registration fees of the Securities and
Exchange Commission:
<TABLE>
<S> <C>
SEC Registration Fee ................... $ 22,978
Blue Sky Fees and Expenses ............. $ 15,000
Printing and Engraving Expenses ........ $ 20,000
Legal Fees and Expenses ................ $155,000
Accounting Fees and Expenses ........... $ 45,000
Miscellaneous .......................... $ 17,022
--------
Total .................................. $275,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation provide that a director shall not
be personally liable to the Company or its shareholders for monetary damages
for an act or omission in the director's capacity as a director, except that
such provision shall not eliminate or limit the liability of a director for a
breach of the director's duty of loyalty to the Company or its shareholders;
an act or omission not in good faith that constitutes a breach of duty of the
director to the Company or an act or omission that involves intentional
misconduct or a knowing violation of the law; a transaction from which the
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or an act or
omission for which the liability of a director is expressly provided by an
applicable statute.
The Company's Articles of Incorporation also provide that if applicable
law is amended to authorize corporate action further eliminating or limiting
the liability of directors, then the liability of each director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
applicable law, as amended.
Article XI of the Company's Bylaws provides that the Company shall
indemnify a director or officer who has been successful in the defense of any
proceeding to which he was a party or in defense of any claim, issue or matter
therein because he is or was a director or officer of the Company, against
reasonable expenses incurred by him in connection with such defense.
The Company's Bylaws also provide that the Company may indemnify or
obligate itself to indemnify an individual who was, is or is threatened to be
made a named defendant or respondent in a proceeding because he is or was a
director or officer against liability incurred in the proceeding if acting in
his official capacity as a director or officer of the Company, he acted in a
manner he believed in good faith to be in the best interest of the Company, in
all other cases, his conduct was at least not opposed to the Company's best
interests, and in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful. The Company may not indemnify a
director or officer in connection with a proceeding by or in the right of the
Company in which the director or officer was adjudged liable to the
corporation, or in connection with any other proceeding in which he was
adjudged liable on the basis that personal benefit was improperly received by
him, whether or not the benefit resulted from an action taken in the person's
official capacity.
II-1
<PAGE> 28
xxxxxx
ITEM 16. EXHIBITS.
The exhibits listed below are filed with or incorporated by reference into
this Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ------ -----------------------
<S> <C>
2.1 Amended Stock Purchase Agreement dated June 2, 1995 between the Company and Louisiana
Riverboat Gaming Partnership ("LGRP"). (1)
+2.2 Stock Purchase Agreement dated January 18, 1996 by and between the Company and Casino
America, Inc., including form of Registration Agreement, Promissory Notes and Warrants
issued in favor of the Company to purchase common stock of Casino America, Inc.
2.3 Asset Purchase Agreement dated June, 11, 1996 by and between the Company, Mississippi
Belle II, Inc., Roberts River Rides, Inc., Kenneth J. Bonnet, Christina M. Kehl,
Daniel J. Kehl, Kevin A. Kehl, Robert A. Kehl and Cynthia A. Winter, including
Guarantee Agreement. (2)
4.1 Specimen stock certificate. (3)
+4.2 Form of Registration Rights Agreement dated January 5, 1994 by and between the Company
and Dabney-Resnick, Inc.
+4.2.1 Form of Stock Purchase Warrant dated January 5, 1994 allowing Dabney-Resnick, Inc. to
purchase shares of common stock of the Company.
+4.3 Form of Registration Rights Agreement dated January 5, 1994 by and between the Company
and Sun Life Insurance Company of America, Inc.
+4.3.1 Form of Stock Purchase Warrant dated January 5, 1994 allowing Sun Life Insurance
Company of America, Inc. to purchase shares of common stock of the Company.
4.4 Stock Purchase Warrant dated June 3, 1994, allowing Nomura Holding America, Inc.
("Nomura") to purchase shares of Common Stock of the Company. (3)
+4.4.1 Amendment to Stock Purchase Warrant dated as of December 3, 1994.
4.5 Form of Stock Purchase Warrant dated as of April 15, 1994 allowing the following
parties to purchase shares of Common Stock of the Company: Daniel G. Goggin (38,990
shares), Gerard M. Jacobs (77,981 shares), and The Hubbard Company, Inc. (77,981
shares). (3)
+4.6 Form of Stock Purchase Warrant dated March 18, 1994 granting Dabney-Resnick, Inc. the
right to purchase 120,000 shares of Common Stock of Crown.
+4.7 Common Stock Purchase Warrant dated July 8, 1994 granting Kehl River Boats, Inc. the
right to purchase 100,000 shares of Common Stock of Crown.
+4.8 Common Stock Purchase Warrant dated October 6, 1994 granting Don Farris the right to
purchase 50,000 shares of Common Stock of Crown.
+4.9 Common Stock Purchase Warrant dated June 2, 1994 granting Gerard M. Jacobs the right
to purchase 50,000 shares of Common Stock of Crown.
4.10 Subordination Agreement dated as of July 20, 1995, among the Company, LRGP, Nomura and
First National Bank of Commerce, as agent for Nomura. (4)
+5.1 Opinion of Smith, Gambrell & Russell.
</TABLE>
II-2
<PAGE> 29
<TABLE>
<S> <C>
*23.1 Consent of Coopers & Lybrand L.L.P.
*23.2 Consent of Honkamp, Krueger & Co.
23.3 Consent of Smith, Gambrell & Russell (contained in their opinion filed as Exhibit 5.1).
+24.1 Powers of Attorney (included on the original Signature Page to this Registration
Statement).
+24.2 Power of Attorney of Robert J. Kehl.
+24.3 Power of Attorney of Gerard M. Jacobs.
</TABLE>
- -------------------------
* Filed herewith.
+ Previously filed as part of this Registration Statement.
(1) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the year ended April 30, 1995 and incorporated herein by
reference.
(2) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the fiscal year ended April 30, 1996 and incorporated herein by
reference.
(3) Previously filed as an Exhibit to the Registrant's Annual Report on Form
10-K for the year ended April 30, 1994 and incorporated herein by
reference.
(4) Previously filed as an Exhibit to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended July 31, 1995 and incorporated herein by
reference.
ITEM 17. 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:
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(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% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
II-3
<PAGE> 30
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material changes to such information in the
Registration Statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in this 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.
(b) The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's 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 this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 15, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable. 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 proceeding) 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 Act and will be governed by the final adjudication of such
issue.
(d) The undersigned Registrant hereby undertakes that:
1. For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
Prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of Prospectus
filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part
of this Registration Statement as of the time it was declared
effective.
2. For the purpose of determining any liability under the
Securities Act of 1933, 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.
II-4
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, Texas on October 23, 1996.
CROWN CASINO CORPORATION
By: *
-------------------------------------
Edward R. McMurphy
President and Chief Executive Officer
(principal executive officer)
By: /s/ Mark D. Slusser
-------------------------------------
Mark D. Slusser
Vice President Finance and Chief Financial Officer
(principal financial and accounting officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board,
* Chief Executive Officer and
- ------------------------- President October 23, 1996
Edward R. McMurphy
*
- ------------------------- Director October 23, 1996
Tilman J. Falgout, III
*
- ------------------------- Director October 23, 1996
David J. Douglas
*
- ------------------------- Director October 23, 1996
John David Simmons
*
- ------------------------- Director October 23, 1996
Gerald L. Adams
* Director October 23, 1996
- -------------------------
Gerard M. Jacobs
* Director October 23, 1996
- -------------------------
Robert J. Kehl
* By /s/ Mark D. Slusser
---------------------
Mark D. Slusser as
Attorney-in-Fact pursuant to
Powers of Attorney filed as
part of this Registration
Statement
</TABLE>
<PAGE> 32
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description of Exhibits Page No.
- ------ ----------------------- --------
<S> <C> <C>
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Honkamp, Krueger & Co.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-3 (File No. 33-79484) of our report, dated, August 6, 1996 on our audits
of the consolidated financial statements and financial statement schedule of
Crown Casino Corporation and subsidiaries as of April 30, 1996, and 1995 and for
each of the three years in the period ended April 30, 1996 and of our report
dated June 14, 1996, on our audits of the financial statements of St. Charles
Gaming Company, Inc. as of April 30, 1996 and 1995 and for the years ended
April 30, 1996 and 1995 and for the period from June 25, 1993 (acquisition
date) to April 30, 1994 both appearing in the Annual Report on Form 10-K of
Crown Casino Corporation filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1934. We also consent to the reference to
our firm under the caption "Experts".
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Dallas, Texas
October 21, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference, in the Registration Statement on
Form S-3 and related Prospectus of Crown Casino Corporation for the
registration of 8,121,869 shares of common stock, of our report dated January
31, 1996 on the financial statements of Mississippi Belle II, Inc. for the
years ended December 31, 1995, 1994, and 1993 included in Crown Casino
Corporation's current report on Form 8-K dated October 8, 1996, filed with
Securities and Exchange Commission. We also consent to the reference to our
firm under the caption "Experts".
/s/ Honkamp, Krueger & Co.
Honkamp, Krueger & Co.
Dubuque, Iowa
October 21, 1996
