<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 1996
REGISTRATION NO. 333-2610
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
CASINO AMERICA, INC.
(Exact name of registrant as specified in its charter)
41-1659606
DELAWARE
(State of Incorporation) (I.R.S. Employer
Identification Number)
711 WASHINGTON LOOP
BILOXI, MISSISSIPPI 39530
(601) 436-7000
(Address, including zip code, and telephone number, including area code, of
principal executive offices of the registrant)
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ALLAN B. SOLOMON
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
2200 CORPORATE BOULEVARD, N.W.
BOCA RATON, FLORIDA 33431
(407) 995-6660
(Name, address, including zip code, and telephone number, including area code,
of agent for service for the registrant)
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Copies to:
PAUL W. THEISS
MAYER, BROWN & PLATT
190 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 60603
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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: [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM OFFERING MAXIMUM
TITLE OF EACH CLASS OF TO BE PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value... 4,066,405 shares $5.875 $23,890,129.38 $8,237.98
</TABLE>
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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 SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE , 1996
CASINO AMERICA, INC.
4,066,405 SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF RIGHTS
Casino America, Inc. (the "Company" or "Casino America") has issued to the
holders of record (each a "Holder") of its Common Stock, $.01 par value
("Common Stock"), as of March 15, 1996 (the "Record Date"), other than Bernard
Goldstein and certain members of his family (the "Goldstein Family"), rights
("Rights") entitling the Holders to subscribe for an aggregate of 2,807,419
shares of Common Stock. The Company has also issued to (i) the former holders
of certain debt secured by liens on the Grand Palais Riverboat (as herein
defined) (the "Grand Palais Secured Debt Holders") who received shares of
Common Stock in connection with the Grand Palais Acquisition (as herein
defined) rights to purchase 574,200 shares of Common Stock in respect of the
shares of Common Stock issued in connection with such acquisition, (ii) Crown
Casino Corporation ("Crown Casino") rights to purchase 472,120 shares of Common
Stock in respect of shares of Common Stock issued to Crown Casino in connection
with the SCGC Acquisition (as herein defined), and (iii) Crown Casino rights to
purchase 212,666 shares of Common Stock in respect of two Warrants to Purchase
Common Stock held by Crown Casino. Except as otherwise noted, for purposes of
this Prospectus the term"Holder" includes the Grand Palais Secured Debt Holders
and Crown Casino, and the term "Rights" includes the rights referred to in the
preceding sentence.
Each Holder has been issued 0.2552 of a Right for each share of Common Stock
held by such Holder on the Record Date, or with respect to the Grand Palais
Secured Debt Holders, for the shares and warrants held by them as described
above, on May 3, 1996. Each Right entitles the Holder to purchase one share of
Common Stock at a subscription price equal to $5.875 per share (the
"Subscription Price"), subject to certain limitations. The Rights are not
transferable and will expire on June , 1996 at 5:00 p.m., New York City time
(the "Expiration Date").
The purpose of the issuance of the Rights (the "Offering") was to provide the
shareholders of the Company (including the Grand Palais Secured Debt Holders
and Crown Casino) other than the Goldstein Family the opportunity to preserve
their proportionate interest in the Common Stock of the Company at
approximately the same level as if the March 11, 1996 purchase of 1,020,940
shares of Common Stock by the Goldstein Family had occurred as part of a pro
rata purchase of Common Stock by all shareholders of the Company (including the
Grand Palais Secured Debt Holders and Crown Casino). (See "Rights Offering--
Background and Purpose of the Offering.") The Common Stock is traded in the
Nasdaq National Stock Market under the symbol "CSNO." On June 3, 1996, the last
reported sale price of the Common Stock on the Nasdaq National Stock Market was
$8.75 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR CERTAIN INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
<TABLE>
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<CAPTION>
SUBSCRIPTION UNDERWRITING PROCEEDS TO
PRICE DISCOUNT THE COMPANY(1)
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<S> <C> <C> <C>
Per Share........................ $5.875 None $5.875
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Total............................ $23,890,129.38 None $23,890,129.38
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</TABLE>
(1) Before deducting expenses payable by the Company estimated at $125,000.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURI-
TIES 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.
-----------
The Date of this Prospectus is June , 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy material and other information
concerning the Company can be inspected and copied at the office of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at its
regional offices, Citicorp Center, 500 West Madison Street, Chicago, Illinois
60661 and Seven World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission
at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits, the "Registration Statement")
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This prospectus ("Prospectus"),
which constitutes a part of the Registration Statement, does not contain all
of the information set forth in the Registration Statement and the exhibits
and schedules thereto, certain items of which are contained in exhibits to the
Registration Statement as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus as to the content of any
contract, agreement or other document referred to are not necessarily
complete. With respect to each such contract, agreement or other document
filed as an exhibit to the Registration Statement, reference is made to the
Registration Statement, which may be inspected and copied in the manner and at
the sources described above.
INCORPORATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant to
the Exchange Act are incorporated herein by reference (File No. 0-20030):
(1) The Company's Annual Report on Form 10-K for the fiscal year ended April
30, 1995.
(2) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended July 31, 1995, October 31, 1995 and January 31, 1996 (as amended by
amendment thereto dated June 4, 1996).
(3) The Company's Current Report on Form 8-K, dated May 17, 1996 (as amended
by amendment thereto dated June 4, 1996) (Date of earliest event reported: May
3, 1996).
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the
offering made hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein will 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 any such statement. Any such statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner of Common Stock, to whom this Prospectus is delivered, on the
request of such person, a copy of any of the foregoing documents incorporated
herein by reference (other than the exhibits to such documents unless such
exhibits are specifically incorporated by reference into such documents).
Written or telephone requests should be directed to Casino America, Inc. at
its principal executive offices, 711 Washington Loop, Biloxi, Mississippi
39530, Attention: Chief Financial Officer (telephone number (601) 436-7000).
3
<PAGE>
THE COMPANY
Casino America is a leading developer, owner and operator of dockside and
riverboat casinos and related facilities in the United States. All of the
Company's properties are based on a tropical island theme and operate under
the "Isle of Capri Casino" name. The Company currently owns and operates
dockside casinos in Biloxi and Vicksburg, Mississippi (the "Isle-Biloxi" and
the "Isle-Vicksburg"), a dockside riverboat casino in Bossier City, Louisiana
(the "Isle-Bossier City") and two riverboat casinos and related facilities and
amenities on a site one mile from Lake Charles, Louisiana (the "Isle-Lake
Charles"). The Company's 50% partner in Louisiana Riverboat Gaming Partnership
("LRGP") beneficially owns 50% of the Isle-Bossier City and 25% of one of the
two riverboats at the Isle-Lake Charles. The other riverboat at the Isle-Lake
Charles (the "Grand Palais Riverboat") was purchased by the Company on May 3,
1996 and is scheduled to begin operations as part of a two-riverboat operation
at the site of the Isle-Lake Charles in mid-summer of 1996. Shreveport/Bossier
City is currently the closest casino gaming market to the Dallas/Ft. Worth,
Texas metropolitan area. Lake Charles is currently the closest casino gaming
market to the Houston, Texas metropolitan area. The Company also owns and
operates Pompano Park, a harness racing track in Pompano Beach, Florida,
midway between Miami and West Palm Beach on Interstate 95.
RECENT DEVELOPMENTS
Grand Palais Acquisition
On May 3, 1996, the Company purchased all of the outstanding shares of
common stock of Grand Palais Riverboat, Inc. ("GPRI"), owner of the Grand
Palais Riverboat, in a bankruptcy proceeding under Chapter 11 of the United
States Bankruptcy Code (the "GPRI Acquisition"). Pursuant to the Plan of
Reorganization adopted in the such bankruptcy proceeding, the Company
purchased 100% of the shares of the reorganized GPRI, which at the time of
closing owned the Grand Palais Riverboat, gaming equipment, certain other
furniture, fixtures and equipment, all necessary gaming licenses issued by the
State of Louisiana, and other permits and authorizations. The aggregate
consideration paid by the Company in connection with the Grand Palais
Acquisition was approximately $50 million, consisting of cash in the amount of
approximately $11 million, notes and the assumption of indebtedness. The
Company also issued 2,250,000 shares of Common Stock, and warrants to purchase
an additional 500,000 shares of Common Stock at an exercise price of $10.00
per share, to the Grand Palais Secured Debt Holders.
The Company intends to operate the Grand Palais Riverboat as part of a two-
riverboat operation sharing a single land-based facility, to be managed by the
Company's management subsidiary. Because the Company owns 100% of the Grand
Palais Riverboat and owns 75% of the other riverboat at the Isle-Lake Charles
(of which 25% is owned through the Company's interest in LRGP), the Company
and its partner in LRGP have agreed to a joint operating arrangement for the
two riverboats that effectively pools revenues and expenses for the two
riverboats. The Grand Palais Riverboat is expected to begin operations at the
site of the Isle-Lake Charles in mid-summer of 1996, subject to the receipt of
certain permits.
SCGC Acquisition
On May 3, 1996, the Company purchased from Crown Casino a 50% interest in
SCGC (the other 50% of which is owned by LRGP) in exchange for 1,850,000
shares of the Company's common stock, a warrant to purchase an additional
416,667 shares of common stock of the Company at an exercise price of $12.00
per share (the "New Crown Warrant") and the restructuring of certain
indebtedness owed to Crown Casino (the "SCGC Acquisition").
4
<PAGE>
RISK FACTORS
The securities described herein involve a high degree of risk. Prior to
deciding whether or not to exercise the Rights, each Holder should consider
carefully all the information contained in this Prospectus, especially the
factors described in the following paragraphs.
RECENTLY ENACTED LEGISLATION REGARDING CONTINUATION OF LEGALIZED GAMING IN
LOUISIANA
In April 1996, the Louisiana state legislature adopted legislation providing
for the discontinuation of riverboat gaming activities (such as those
conducted by the Company) in the State of Louisiana, unless a majority of
those voting in any parish vote to permit the continuation of such activities
in that parish in an election to be held on November 5, 1996. Accordingly, on
November 5, 1996, it is expected that voters in Bossier Parish (the site of
the Isle-Bossier City) and Calcasieu Parish (the site of the Isle-Lake
Charles) will be voting "yes" or "no" on the following proposition (and in
appropriate parishes, as to similar propositions regarding land-based casino
gaming and video draw poker devices):
"Within [name of parish], shall riverboat gaming activities be
permitted?"
The legislation requires the proposition regarding each particular form of
gaming to earn a majority of the votes cast in order to continue that form of
gaming in the affected parish. Accordingly, the continuation of gaming
activities at the Isle-Bossier City requires such approval from a majority of
voters in Bossier Parish and the continuation of gaming activities at the
Isle-Lake Charles requires such approval from a majority of voters in
Calcasieu Parish. In the event that the riverboat gaming proposition is
defeated in a parish, the legislation permits the licensee to continue
operations in that parish through the expiration of the current license. The
current license of the Isle-Bossier City expires in December 1998, and the two
licenses of the Isle-Lake Charles expire in March 1999 and April 2001.
Alternatively, a licensee in a parish where riverboat gaming is defeated may
seek permission to relocate its vessel and license to a parish where the
continuation of riverboat gaming is approved, if any (excluding certain
portions of Lake Ponchartrain).
The discontinuation of riverboat gaming in Bossier Parish or Calcasieu
Parish would have a material adverse effect on the Company, may affect the
ability of the Company to make interest payments on its indebtedness when due
or repay the principal thereof on the maturity date and may have a material
adverse effect on the price of the Common Stock. In the event that the
continuation of riverboat gaming is not approved in the November 5, 1996
election in either Bossier Parish or Calcasieu Parish, there can be no
assurance that the Company will be able to obtain the necessary approvals to
relocate its riverboat gaming facilities at the Isle-Bossier City or the Isle-
Lake Charles, as the case may be, to parishes where the continuation of
riverboat gaming was approved, or that any such relocation will be cost-
effective for the Company. In addition, in the event that the continuation of
riverboat gaming is approved in Bossier Parish and/or Calcasieu Parish, but
not in another parish where riverboat gaming is presently conducted, licensees
presently conducting riverboat gaming in such parishes may seek to relocate
their operations to Bossier Parish or Calcasieu Parish, leading to increased
competition for the Company. See "--Competition."
VOLATILITY OF STOCK PRICE
The trading price of the 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 venues and investor
opinions with respect to the gaming industry. The market prices of securities
of companies whose future operating results are highly dependent on specific
developments such as the passage or defeat of particular legislation are often
particularly volatile, such as that described above under "Recently Enacted
Legislation Regarding Continuation of Legalized Gaming in Louisiana." In
addition, the stock market generally, and the gaming industry in particular,
have experienced extreme price and volume fluctuations, in a manner which has
often been unrelated to the operating
5
<PAGE>
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. See
"Description of Common Stock--Common Stock Market Price Information."
COMPETITION
General. Competition in the gaming industry is intense in the markets where
the Company operates gaming facilities. As new gaming opportunities arise in
existing gaming jurisdictions, in new gaming jurisdictions and on Indian-owned
lands, new or expanded operations by others can be expected to increase
competition for the Company's existing and future operations and could limit
new opportunities for the Company or result in the saturation of certain gaming
markets. Casino gaming does not have a long operating history in the
jurisdictions where the Company operates gaming facilities and, therefore, the
effects of competition in these jurisdictions cannot be predicted with any
degree of certainty. Many of the Company's competitors have more gaming
industry experience, are larger and have greater financial resources than the
Company. As a result, increased competition could have a material adverse
effect on the Company.
Bossier City Operations. The Isle-Bossier City is one of three comparably
sized gaming facilities currently licensed and operating in the
Shreveport/Bossier City market, all of which opened between April and July 1994
and each of which has comparable amenities. The Isle-Bossier City will face
increased competition from existing competitors to the extent that they add to
or enhance existing amenities. In addition to existing competition, the
granting of additional gaming licenses in the Shreveport/Bossier City market or
the relocation of existing licenses to that market from elsewhere in the State
of Louisiana would increase competition for the Isle-Bossier City. In that
regard, Casino Magic Corp. was recently granted a license to operate a gaming
facility in the Shreveport/Bossier City market, which facility is expected to
be located less than 1/2-mile from the site of the Isle-Bossier City. In
addition, the Company believes that Binion's Horseshoe Casino will seek
approval to obtain a license to operate a riverboat casino in the
Shreveport/Bossier City market, making it likely in management's opinion that
at least five riverboat casinos will eventually be operating in the
Shreveport/Bossier City market, where only three currently operate. Moreover,
the legalization of casino gaming in Texas or Arkansas would have a material
adverse effect on the Isle-Bossier City.
Lake Charles Operations. Upon the opening of the Grand Palais Riverboat, two
licensed riverboat gaming facilities, each comprised of two riverboats, will be
in operation in the Lake Charles, Louisiana market. The Isle-Lake Charles'
competitor, Players International, operates two riverboats from a single
location in the City of Lake Charles approximately four miles from the site of
the Isle-Lake Charles. In addition, a land-based, Indian-owned casino is
operating in Kinder, Louisiana, approximately 35 miles from the Isle-Lake
Charles. Riverboats in the Lake Charles market are subject to cruising
requirements. Because Players International has held two gaming licenses and
operated two riverboats from a single facility it has been afforded greater
flexibility in developing cruising schedules than the Company, with its single
riverboat and license. (Louisiana, unlike certain other jurisdictions, does not
permit license holders to operate a second riverboat out of the same location
without having a second license.) The Company will have the same flexibility
for its customers in Lake Charles upon the opening of the Grand Palais
Riverboat. In addition to existing competition, the granting of additional
gaming licenses in the Lake Charles market or the relocation of existing
licenses from elsewhere in the State of Louisiana to that market would increase
competition for the Isle-Lake Charles. Moreover, the legalization of casino
gaming in Texas would have a material adverse effect on the Isle-Lake Charles.
See "--Legislative and Regulatory Considerations."
Biloxi Operations. Twelve gaming facilities (including the Isle-Biloxi) are
currently operating along the Mississippi Gulf Coast with an aggregate of
approximately 580,000 square feet of casino floor space. Eight facilities are
located in Biloxi and collectively account for approximately 400,000 square
feet of casino floor space. Two of the other four facilities are located in
Gulfport, approximately 10 miles from Biloxi, and the other two are located in
Bay St. Louis and Lakeshore, each approximately 30 miles from Biloxi. Because
Mississippi law does not limit the number of gaming licenses that may be
granted, there may be increases in the number of gaming facilities along the
Mississippi Gulf Coast and the surrounding areas, which could have a material
6
<PAGE>
adverse effect on the Isle-Biloxi. Mirage Resorts, Inc. has announced plans
and received initial approvals to develop and open a "Golden Nugget" casino
and resort complex in Biloxi, at a site approximately two miles from the Isle-
Biloxi, in late-1997. In addition, an Imperial Palace casino is currently
under construction on the Back Bay in Biloxi, approximately three miles from
the Isle-Biloxi. Certain existing and future competitors have more extensive
financial resources than does the Company. Intense competition on the
Mississippi Gulf Coast has contributed to the closure of two gaming facilities
in that area and two others are operating under bankruptcy protection. In
addition, the legalization of casino gaming in Alabama would increase
competition for, and could have a material adverse effect on, the Isle-Biloxi.
Vicksburg Operations. The Isle-Vicksburg is one of four gaming facilities
currently operating an aggregate of approximately 100,000 square feet of
casino floor space in the Vicksburg area. The Isle-Vicksburg is the second
largest facility in the Vicksburg area. Other local casino competition
includes one gaming facility in Natchez, Mississippi (approximately 60 miles
south of Vicksburg and 80 miles southwest of Jackson); two gaming facilities
in Greenville, Mississippi (approximately 80 miles north of Vicksburg and 90
miles northwest of Jackson); and a land-based, Indian-owned casino near
Philadelphia, Mississippi (approximately 125 miles northeast of Vicksburg and
70 miles northeast of Jackson). Because the Mississippi Act does not limit the
number of gaming licenses that may be granted, there may be increases in the
number of gaming facilities in Vicksburg and elsewhere in counties bordering
the Mississippi River, which could have a material adverse effect on the Isle-
Vicksburg. While the Mississippi statutes specify that gaming may only be held
on the Mississippi River and on navigable waters within counties bordering the
Mississippi River, several controversies have arisen concerning the exact
permissible locations of casinos within this statutory language. Specifically,
there have been several attempts to expand gaming as far east of the
Mississippi River as possible. It is likely that these controversies and
efforts to expand gaming east of the Mississippi River will continue. In the
event sites are approved in the eastern part of Warren County, in which the
Isle-Vicksburg is located, the Isle-Vicksburg could be adversely affected.
LEVERAGE AND DEBT SERVICE
The Company anticipates that it will need to make significant capital
investments with respect to its current operations in order for those
facilities to remain competitive with existing and expected new competitors in
their markets. The ability of the Company to make such capital investments,
meet its debt service requirements and engage in various significant corporate
transactions that may be important to its business will be dependent upon its
future operating performance, which is subject to financial, economic,
competitive, regulatory and other factors affecting the Company, many of which
are beyond the Company's control. While the Company expects that its cash flow
from operations will be sufficient to cover its expenses, including interest
expense, there can be no assurance with respect thereto. If the Company is
unable to generate sufficient cash flow, it could be required to adopt one or
more alternatives, such as reducing or delaying planned capital expenditures,
selling assets, restructuring debt or obtaining additional capital. There can
be no assurance that any of such alternatives will be feasible on satisfactory
terms, and resorting to such alternatives could impair the Company's
competitive position and reduce its future cash flow. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations." The
Indenture relating to the Company's outstanding First Mortgage Notes contains
certain restrictions which may limit the Company's ability to make capital
expenditures. In addition, the highly leveraged position of the Company may
adversely affect its ability to obtain additional debt or equity financing to
make investments in its current operations or to pursue future gaming
opportunities. See "--Potential Need for Additional Financing."
LEGISLATIVE AND REGULATORY CONSIDERATIONS
Texas and Alabama Legalization Risks. Casino gaming is currently prohibited
in several jurisdictions adjacent to Louisiana and Mississippi. As a result,
residents of these jurisdictions, principally Texas and Alabama, comprise a
significant portion of the customers of the Isle-Bossier City and the Isle-
Biloxi, respectively. Residents of Texas comprise a significant portion of the
customers of the Isle-Lake Charles.
7
<PAGE>
Although casino gaming is not currently permitted in Texas and the Texas
Attorney General has issued an opinion that gaming in Texas would require an
amendment to the Texas Constitution, the Texas legislature has considered
various proposals to authorize casino gaming. No gaming legislation was enacted
in the most recent legislative session ended May 29, 1995. A constitutional
amendment would require a two-thirds vote of those present and voting in each
house of the Texas legislature and approval by the electorate in a referendum.
The legalization of casino gaming in Texas at or near the primary market areas
of the Isle-Bossier City or the Isle-Lake Charles, including the Dallas/Ft.
Worth and Houston areas, would have a material adverse effect on the Company.
Casino gaming is currently illegal in Alabama due to a constitutional
prohibition against lotteries. Several attempts have been made to pass a
resolution of the Alabama legislature providing for a statewide referendum on
the repeal of the pertinent section of the Alabama Constitution prohibiting
lotteries (and thereby gaming). This action would require a three-fifths vote
of each house of the legislature, followed by a statewide referendum. Both the
Governor and the Attorney General of Alabama have stated their opposition to
legalized casino gaming, even though pari-mutuel wagering and limited
charitable bingo exist within the state. The legalization of casino gaming in
Alabama would have a material adverse effect on the Isle-Biloxi, both because
the Mobile metropolitan area is a major market for the Isle-Biloxi and because
a substantial portion of the Isle-Biloxi's customers are residents of areas
east of Mobile, including Florida and Georgia, and pass through the Mobile area
when traveling to Biloxi.
Expansion of Louisiana Gaming Activities and Possible Relocation of Existing
Licenses. Current Louisiana law limits to 15 the number of riverboat casino
licenses that may be granted. Four licenses have been allocated to the
Shreveport/Bossier City market (including the license allocated to the Isle-
Bossier City) and four licenses have been allocated to the Lake Charles market
(including the two licenses allocated to the Isle-Lake Charles); the
Shreveport/Bossier City market is comprised of two parishes. Under current
Louisiana law, up to six licenses may be granted to riverboats operating from
any one parish. There can be no assurance that future Louisiana legislation
will not increase the total number of authorized riverboat casino licenses or
the number of licenses permitted in any parish. In addition, even without a
change in Louisiana law increasing the number of authorized riverboat casino
licenses, existing licenses may be relocated to other markets within Louisiana.
Management believes that the relative success of gaming operations in the
Shreveport/Bossier City and Lake Charles markets may increase the possibility
that existing licenses may be relocated. In addition, existing licenses in
other markets may be relocated to these markets in the event that local
parishes do not permit riverboat gaming to continue in such parishes. See "--
Recently Enacted Legislation Regarding Continuation of Legalized Gaming in
Louisiana."
Limitation on New Gaming Venues. The Company intends to continue to pursue
potential gaming opportunities in states that have not yet legalized gaming.
The availability of new gaming opportunities is largely dependent on the
legalization of gaming in new jurisdictions; however, gaming is prohibited
throughout most of the United States and the recent trend toward legalization
has slowed and may continue to do so. There can be no assurance that
legislation to legalize gaming will be enacted or that gaming will be permitted
in any other states. No assurance can be given that attractive opportunities to
develop new operations will be available to the Company. Nevertheless, due to
the severe competition for potential new gaming opportunities it is often
necessary to commit resources before there can be any assurance that gaming
will be legalized at all or on terms that will enable the Company to benefit
from its activities and investments. Accordingly, the Company may need to make
investments which do not ultimately yield a gaming opportunity.
Need to Renew Licenses and Adverse Changes in Laws and Regulations. The
Company must obtain a gaming license for each location at which it operates a
casino facility. Generally, such licenses are for a fixed term and are subject
to renewal periodically. Licenses in Mississippi are issued for a two-year
terms and new licenses must be obtained at the end of such terms. Licenses in
Louisiana are issued for an initial five-year term with annual renewals
thereafter. The Company and each of its officers, directors, managers and
principal stockholders are subject to strict scrutiny and approval by the
gaming regulatory bodies of each jurisdiction in which the Company conducts or
seeks to conduct gaming operations. The issuance of a gaming license is
8
<PAGE>
considered a privilege, not a right, and gaming licenses are subject to
suspension, limitation or revocation if regulatory requirements are not met. In
addition to licenses from state gaming regulatory agencies, casino operations
also typically require various local governmental approvals and riverboats
require Federal and state environmental approvals and approvals relating to
operations in navigable waters. The Company's license to operate the Isle-
Bossier City will expire in December 1998; the Company's license to operate the
Isle-Biloxi will expire in April 1998; the Company's license to operate the
Isle-Vicksburg will expire in February 1997; and the Company's licenses to
operate the two riverboats constituting the Isle-Lake Charles will expire in
March 1999 and April 2001 (assuming, with respect to the latter, that the Grand
Palais Riverboat opens in Lake Charles in June 1996). The loss or suspension of
any present or future gaming license held by the Company, the failure to obtain
a gaming license from any state in which the Company plans to open a gaming
facility in the future, or the failure to obtain a new license or the renewal
of any license would have a material adverse effect on the Company's business.
In some circumstances, the loss of a license in one jurisdiction may trigger
the loss of a license or affect eligibility for a license in another
jurisdiction.
Effect on Holders of Common Stock. State gaming authorities, including those
in Mississippi and Louisiana, typically have discretionary authority to require
a 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. 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. While individual holders of Common Stock beneficially owning an interest
of less than 5% in a licensee will generally not be required to be investigated
and found suitable, these gaming authorities retain the discretion to require
an investigation and a finding of suitability for any reason. Each holder of
Common Stock will be deemed to have agreed (to the extent permitted by law)
that if the relevant gaming authorities determine that the holder or beneficial
owner of such securities must be found suitable under applicable law, and if
such holder or beneficial owner is not found suitable, such holder will, upon
the request of the Company, dispose of such holder's securities within 30 days
after receipt of such request or within the time prescribed by the applicable
gaming authorities, whichever is earlier. Any holder of Common Stock required
to apply for a finding of suitability would be required to pay all
investigative fees and costs of the gaming authorities in connection with the
investigation.
CONSTRUCTION AND DEVELOPMENT RISKS
Construction and development projects, such as any future hotel developments
that may be undertaken by the Company, entail significant risks, including
shortages of materials or skilled labor, unforeseen engineering, environmental
and geological problems, work stoppages, weather interference and unanticipated
cost increases. There can be no assurance that the Company will be able to
enter into contracts for the construction of future projects or that such
contracts will be on terms favorable to the Company. Moreover, the Company
believes that the development of hotel facilities is important to the economic
success of its properties. Unexpected development concessions required by
local, state or federal regulatory authorities could involve significant
additional costs and delay the scheduled opening of the planned facilities and
any other facilities that the Company may seek to develop in the future.
HOTEL BUSINESS RISKS
The Company opened a 367-room hotel facility at the Isle-Biloxi on August 1,
1995. The Company anticipates that additional hotels will need to be developed
at its existing gaming facilities in order to remain competitive in those
markets. If the Company determines to develop additional hotels, it will do so
either alone or with a to-be-determined business partner or partners. The
Company has limited experience in hotel development or operations and
undertaking such development, if any, will be subject to all of the risks
inherent
9
<PAGE>
in the establishment of a new enterprise. In addition, numerous permits and
approvals are required for the development of hotel projects, and no assurance
can be given that such permits and approvals can or will be obtained. Although
the Company may enter into management contracts with experienced hotel
management companies with respect to any future hotels, there can be no
assurance that such contracts will be entered into or entered into on terms
favorable to the Company. Moreover, to the extent the Company undertakes to
develop hotel facilities at its properties with a business partner or partners,
the Company will be exposed to certain risks inherent in joint ventures. The
Company has expanded its operations in the past into new venues by entering
into joint venture relationships, such as the LRGP and SCGC joint ventures. In
any future joint venture arrangement, the Company may not have authority to
control or make unilateral decisions with respect to the activities of such
joint venture. As a result, any management dispute between the Company and any
joint venture partner, or any financial problems of the joint venture partner,
may have a material adverse effect on any such joint venture project and,
accordingly, on the Company's business.
LOSS OF FACILITIES FROM SERVICE
The Company's profitability is dependent upon the operations of its riverboat
casino and pavilion facilities. A gaming vessel could be lost from service due
to casualty, mechanical failure or extended or extraordinary maintenance or
inspection. Business activity at any location would also be adversely affected
by a flood, hurricane, tornado or other severe weather conditions. Areas along
the Gulf of Mexico (the site of the Isle-Biloxi), the Mississippi River (the
site of the Isle-Vicksburg), the Red River (the site of the Isle-Bossier City)
and the Calcasieu River (the site of the Isle-Lake Charles) are subject to
severe storms and hurricanes and the Company's facilities have been closed from
time to time as a result. In addition, each riverboat operated by the Company
in Louisiana must hold a Certificate of Documentation and Inspection issued by
the U.S. Coast Guard, the loss of which could preclude its use as a riverboat
casino. A prolonged or total loss of any gaming vessel would have a material
adverse effect on the Company. The Company maintains limited business
interruption insurance, but the proceeds therefrom may be insufficient to
compensate the Company in the event that one or more of its casinos is lost
from service.
EFFECT OF LOCAL ECONOMIC AND WEATHER RELATED FACTORS
The Company's results of operations may be adversely affected by local
economic and weather-related factors. If the local economy in a market in which
the Company operates one or more casinos suffered a downturn, the casino or
casinos located within that market could be adversely affected as the
disposable income of consumers in that market declined, resulting in a decrease
in the number of patrons at the Company's casino or casinos or a decrease in
the amount that patrons are willing to wager. In addition, storms or hurricanes
that destroy a large amount of personal and real property may result in patrons
spending time and money cleaning up and restoring property and less time and
money in the Company's casinos.
DEPENDENCE ON KEY PERSONNEL
The success of the Company is largely dependent upon the efforts and skills
of a few key executive officers. The loss of the services of any of such key
executive officers could have a material adverse effect on the Company. There
can be no assurance that the Company would be able to attract and hire suitable
replacements in the event of any such loss of services. The Company does not
maintain "key man" life insurance on any of its employees.
DIFFICULTY IN ATTRACTING AND RETAINING QUALIFIED EMPLOYEES
The operation of the Company's business requires qualified executives,
managers and skilled employees with gaming industry experience. Increasing
competition in the Company's markets is expected to lead to higher costs in
order to retain and attract qualified employees. In addition, to the extent the
Company enters new markets, the Company may incur higher labor costs to attract
qualified employees from existing gaming facilities. The Company believes that
a shortage of skilled labor exists in the gaming industry which will make it
10
<PAGE>
increasingly difficult and expensive to attract and retain qualified
employees. While the Company believes that it will be able to attract and
retain qualified employees, there can be no assurance that the Company will be
able to do so.
POTENTIAL NEED FOR ADDITIONAL FINANCING
The Company believes that it will have sufficient funds to finance its
anticipated capital expenditure requirements. However, the Company is
exploring, and will continue to explore, multiple projects or larger-scale
development activities, including projects in new markets, that may require
additional debt or equity financing. The lack of sufficient financing on
acceptable terms may inhibit the ability of the Company to expand into new
markets or to further renovate or expand existing projects, and may put such
properties or projects at a substantial competitive disadvantage with their
competitors. There can be no assurance that such financing will be available
given the highly leveraged position of the Company or, if available, that it
would be available on terms satisfactory to the Company.
TAXATION
The Company believes that the prospect of significant additional revenue is
one of the primary reasons that jurisdictions have legalized gaming. As a
result, gaming companies are typically subject to significant taxes and fees
in addition to normal federal and state corporate income taxes; such taxes and
fees are subject to increase at any time and are not within the control of the
Company. Any material increase in these taxes or fees could have a material
adverse effect on the Company.
RIGHTS OFFERING
TERMS OF THE OFFERING
The Company has issued, at no cost, to each Holder of Common Stock of record
as of the Record Date (including, (i) the Grand Palais Secured Debt Holders in
respect of shares of Common Stock issued to them in connection with the Grand
Palais Acquisition and Crown Casino in respect of a warrant to purchase Common
Stock held by it and shares of Common Stock (and the New Crown Warrant) issued
to it in connection with the SCGC Acquisition), other than the Goldstein
Family, 0.2552 of one Right to purchase one share of Common Stock at the
Subscription Price of $5.875 for each share of Common Stock held by such
Holder on such Record Date (or, in the case of the Grand Palais Secured Debt
Holders and Crown Casino, held on May 3, 1996). If a Holder of shares of
Common Stock as of the Record Date was entitled to receive an aggregate number
of Rights which would include a fractional Right, the number of Rights issued
to such Holder has been rounded down to the nearest whole number.
A Holder of Rights may purchase Common Stock through the exercise of all of
such Holder's Rights, or may allow part or all of such Holder's Rights to
expire unexercised. If a Holder exercises Rights for fewer than all of the
whole shares of Common Stock issuable upon exercise of such Rights by such
Holder, the unexercised Rights will be deemed to have lapsed. Holders of
Rights will not have the opportunity to exercise Rights not exercised by the
Holder to whom such Rights were issued.
Holders wishing to exercise Rights should exercise such Rights in accordance
with the procedures set forth below under "Method of Exercising Rights," as
well as in the Rights Subscription Form.
Rights are not transferable.
BACKGROUND AND PURPOSE OF THE OFFERING
In order to meet capital requirements for planned and ongoing transactions
(including the Grand Palais Acquisition), the Goldstein Family indicated a
desire to make an additional investment in the Company through
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<PAGE>
the purchase of additional shares of Common Stock. The Company's Board of
Directors, with Bernard Goldstein and Robert Goldstein not voting, decided to
permit the Goldstein Family to make such an equity investment at $5.875 per
share of Common Stock and also to permit the Company's other shareholders to
make similar equity investments on a pro rata basis, at the same price, in
order to give the other shareholders the opportunity to prevent dilution of
their equity interests in the Company as a result of the Goldstein Family
investment. At the time that the Company's Board of Directors determined to
proceed with the sale of shares to the Goldstein Family and authorized the
issuance of the Rights, the Company was party to definitive agreements
regarding the GPRI Acquisition and the SCGC Acquisition that contained
restrictions on the issuance of Common Stock by the Company. The Board of
Directors accordingly voted to also issue Rights to the Grand Palais Secured
Debt Holders and Crown Casino, contingent upon the consummation of their
respective transactions, with respect to the shares of Common Stock (and, in
the case of Crown Casino, the New Crown Warrant) that each was to receive. The
terms of the warrant to purchase Common Stock already held by Crown Casino at
such date permitted Crown Casino to receive Rights in connection with the
issuance of Rights. With respect to the 684,786 Shares being offered to Crown
Casino hereby, the Company has agreed that the exercise period with respect
thereto shall commence on the date the shares of Common Stock issued to it in
the SCGC Acquisition are registered for resale with the Commission.
The Goldstein Family purchased (the "Goldstein Family Equity Purchase") a
total of 1,020,940 shares of Common Stock (approximately 0.2552 shares of
Common Stock for each share of Common Stock then held by members of the
Goldstein Family) at a price of $5.875 per share, for an aggregate purchase
price of $5,998,022.52. The purpose of the Offering is to provide all other
shareholders of the Company (including the Grand Palais Secured Debt Holders
and Crown Casino) the opportunity to acquire additional shares of Common Stock
to prevent dilution of their percentage ownership interest in the Company, as
if the Goldstein Family Equity Purchase had occurred concurrently with a pro
rata purchase of shares of Common Stock by all other shareholders of the
Company (including the Grand Palais Secured Debt Holders and Crown Casino).
On March 1, 1996, the date that the Board adopted resolutions authorizing
the Company's officers to consummate the Goldstein Family Equity Purchase,
issuing the Rights and approving the Offering, the last reported sales price
of the Common Stock on NASDAQ was $5.75 per share of Common Stock.
EFFECT OF OFFERING ON COMMON STOCK OWNERSHIP
As a result of the terms of the Offering, shareholders (including the Grand
Palais Secured Debt Holders and Crown Casino) who do not exercise their Rights
in full will own, at the completion of the Offering, a smaller proportionate
interest in Common Stock than they owned prior to the Offering or the
Goldstein Family Equity Purchase. See "Description of Common Stock-Common
Stock Market Price Information."
METHOD OF EXERCISING RIGHTS
Shares of Common Stock may be subscribed for pursuant to the exercise of the
Rights by delivering to the Rights Agent prior to 5:00 p.m., New York City
time, on the Expiration Date set forth on the cover of this Prospectus, the
properly completed and executed Rights Subscription Form accompanying this
Prospectus, together with payment in full of the Subscription Price for each
whole share of Common Stock subscribed for pursuant to the exercise of Rights.
Such payment in full must be by check or bank draft drawn upon a U.S. bank or
postal, telegraphic or express money order payable to the Rights Agent. The
Subscription Price will be deemed to have been received by the Rights Agent
only upon (i) clearance of any uncertified check or (ii) receipt by the Rights
Agent of any certified check or bank draft drawn upon a U.S. bank or of any
postal, telegraphic or express money order. If paying by uncertified personal
check, please note that the funds paid thereby may take at least five business
days to clear.
If payment is made by an uncertified check which does not clear by the
Expiration Date, the attempted exercise will be invalid. Accordingly, Holders
of Rights who wish to pay the Subscription Price by means of uncertified
personal check are urged to make payment sufficiently in advance of the
Expiration Date to ensure
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<PAGE>
that such payment is received and cleared by such date and are urged to
consider payment by means of certified or cashier's check or money order.
The method of delivery of Rights Subscription Forms and payment of the
Subscription Price to the Rights Agent will be at the election and risk of the
Holder, but if sent by mail it is recommended that such Subscription Forms and
payments be sent by registered mail, properly insured, with return receipt
requested, and that a sufficient number of days be allowed to ensure delivery
to the Rights Agent and clearance of payment, if required, prior to 5:00 p.m.,
New York City time, on the Expiration Date. Any person exercising a Right
should be sure to follow the instructions contained in the Rights Subscription
Form. Failure to make timely payment or to comply with the instructions
received with the statement shall constitute a forfeiture of Rights.
Holders who hold shares of the Company's Common Stock for the account of
others, such as banks, brokers, trustees or depositories for securities, should
notify each beneficial owner of such shares as soon as possible to ascertain
such beneficial owner's intentions and to obtain instructions with respect to
the Rights. If the beneficial owner so instructs, the record holder should
complete the Rights Subscription Form and submit it to the Rights Agent. In
addition, beneficial owners should contact the record holder and request the
record holder to effect transactions in accordance with the beneficial owner's
instructions.
THE INSTRUCTIONS CONTAINED IN THE RIGHTS SUBSCRIPTION FORM SHOULD BE READ
CAREFULLY AND FOLLOWED IN DETAIL. DO NOT SEND RIGHTS SUBSCRIPTION FORMS OR
PAYMENTS TO THE COMPANY.
All questions concerning the timeliness, validity, form and eligibility of
any exercise of Rights will be determined by the Company, whose determinations
will be final and binding. The Company in its sole discretion may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such time as it may determine, or reject the purported exercise of any
Right. Subscriptions will not be deemed to have been received or accepted until
all irregularities have been waived or cured within such time as the Company
determines in its sole discretion. Neither the Company nor its agents will be
under any duty to give notification of any defect or irregularity in connection
with the submission of a Rights Subscription Form or incur any liability for
failure to give such notification.
Any questions or requests for assistance concerning the method of exercising
Rights or requests for additional copies of this Prospectus or Rights
Subscription Forms should be directed to the Rights Agent, Norwest Bank
Minnesota, N.A. (telephone no. 1-800- - ).
The Company has retained D.F. King & Co., Inc. to assist it in the
distribution of documentation in connection with the Offering.
RIGHTS OF SUBSCRIBERS
Subscribers will have no rights as shareholders of the Company with respect
to any shares of Common Stock subscribed for until and only to the extent
certificates representing such shares of Common Stock are issued to them.
Subscribers will not have any right to revoke their subscriptions after
delivery to the Rights Agent of a completed Rights Subscription Form and any
other required documents and payment.
SUBSCRIPTION PROCEEDS
All proceeds received by the Rights Agent with respect to the Exercise of
Rights will be held by the Rights Agent until completion of the Offering. If
the Offering is withdrawn or terminated without being completed for any reason,
the Rights Agent will return to each subscriber, as soon as practicable, all
funds received from such subscriber, together with interest thereon.
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<PAGE>
DELIVERY OF CERTIFICATES
Certificates for shares of Common Stock purchased pursuant to the exercise
of Rights will be mailed as soon as practicable following the receipt of all
required documents and payment in full of the Subscription Price due for such
shares of Common Stock.
FEDERAL INCOME TAX CONSEQUENCES
For federal income tax purposes, neither the receipt nor the exercise of
Rights will result in taxable income to Holders, and no loss will be realized
if the Rights expire without exercise. The Company will realize no gain or
loss on the issuance or expiration of Rights.
The holding period for a share of Common Stock acquired upon exercise of a
Right begins with the date of exercise. The gain or loss recognized upon a
sale of that share will be capital gain or loss if the share was held as a
capital asset at the time of sale and will be long-term capital gain or loss
if it was held at the time of sale for more than one year.
FRACTIONAL RIGHTS
If a Holder of shares of Common Stock as of the Record Date would be
entitled to receive an aggregate number of Rights which would include a
fractional Right, the number of Rights issued to such Holder shall be rounded
down to the nearest whole number. Banks, trust companies, securities dealers
and brokers that hold shares of Common Stock as nominees for more than one
beneficial owner may have their Rights divided by the Rights Agent or may,
upon proper showing to the Rights Agent, complete their Rights Subscription
Forms on the same basis as if the beneficial owners were record holders on the
Record Date. The Company reserves the right to deny any division of Rights if
in its opinion the result would be inconsistent with the intent of this
privilege.
RIGHTS AND STOCK TRANSFER AGENT
Norwest Bank Minnesota, N.A., Minneapolis, Minnesota, serves as the
Company's Rights Agent in connection with the exercise of Rights and as
registrar and transfer agent for the Common Stock.
DESCRIPTION OF COMMON STOCK
The following summarizes certain provisions of the Company's Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), and the
Company's By-Laws (the "By-Laws"). Such summaries do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all of the provisions of the Certificate of Incorporation and the By-Laws,
including the definitions therein of certain terms. Copies of the Certificate
of Incorporation and the By-Laws are incorporated by reference as exhibits to
the Registration Statement of which this Prospectus is a part.
GENERAL
The Certificate of Incorporation authorizes the issuance of 45,000,000
shares of Common Stock, 3,000,000 shares of Class B Common Stock, $.01 par
value (the "Class B Common Stock") and 2,000,000 shares of preferred stock,
$.01 par value (the "Preferred Stock"). As of March 15, 1996, 15,013,142
shares of Common Stock were issued and outstanding and no shares of Class B
Common Stock or Preferred Stock were issued or outstanding. As of May 29,
1996, all issued and outstanding shares of Common Stock are, and upon
consummation of the Offering the shares of Common Stock offered hereby will
be, fully paid and non-assessable.
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<PAGE>
COMMON STOCK
The rights and privileges of the holders of the Common Stock are subject to
the preferential rights and privileges of the holders of any Class B Common
Stock or Preferred Stock outstanding.
Dividend Rights. Holders of shares of Common Stock are entitled to a pro rata
share of any dividends declared on the Common Stock by the Board of Directors
from funds legally available therefor. The Company has never paid a dividend
and does not anticipate paying one in the near future. See "Dividend Policy."
Liquidation Rights. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Company, holders of shares of Common Stock are
entitled to share ratably in all assets remaining after payment in full of
liabilities, including the liquidation rights of any outstanding Preferred
Stock.
Voting Rights. Holders of Common Stock are entitled to one vote for each
share held on all matters submitted to a vote of the stockholders. Holders are
not entitled to cumulate votes for the election of directors. Accordingly, the
holders of more than 50% of all of the shares outstanding can elect all of the
directors. Significant corporate transactions such as amendments to the
Certificate of Incorporation, mergers, sale of assets and dissolution or
liquidation require approval by the affirmative vote of a majority of the
outstanding shares of Common Stock. Other matters to be voted upon by the
holders of the Common Stock require the affirmative vote of a majority of the
shares present at the particular stockholders meeting.
Redemption, Conversion and Sinking Fund Privileges. There are no redemption,
conversion or sinking fund provisions with respect to the Common Stock.
Preemptive and Other Subscription Rights. There are no preemptive or other
subscription rights with respect to the Common Stock.
CLASS B COMMON STOCK AND PREFERRED STOCK
The Board of Directors is authorized by the Certificate of Incorporation to
establish one or more series of Class B Common Stock or one or more series of
Preferred Stock and to fix such powers, rights, preferences and limitations of
such class or series, which rights and preferences could be superior to those
of the existing Common Stock. The Company currently has no plans to issue Class
B Common Stock or Preferred Stock.
LIMITATION ON SHARE OWNERSHIP
The Certificate of Incorporation prohibits any person from becoming the
beneficial owner of 5% or more of any class or series of the Company's issued
and outstanding capital stock unless such person agrees in writing to (i)
provide to the Gaming Authorities (as defined in the Certificate of
Incorporation) information regarding such person and (ii) respond to written or
oral questions that may be propounded by any Gaming Authority and (iii) consent
to the performance of any background investigation that may be required by any
Gaming Authority, including without limitation, an investigation of any
criminal record of such person. Subject to the rights of the holders of any
Class B Common Stock or Preferred Stock then outstanding, the Board of
Directors may redeem any shares of capital stock of the Company held by a
Disqualified Holder at a price equal to the Fair Market Value of such shares or
such other redemption price as required by pertinent state or federal law
pursuant to which the redemption is required. A "Disqualified Holder" means any
beneficial owner of shares of capital stock of the Company or any of its
subsidiaries, whose holding of shares of capital stock or the Company, when
taken together with the holder of shares of capital stock by any other
beneficial owner may in the judgment of the Board of Directors, result in (i)
the disapproval, modification, or non-renewal of any contract under which the
Company or any of its subsidiaries has sole or shared authority to manage any
gaming operations, or (ii) the loss or non-reinstatement of any license or
franchise from any governmental agency held by the Company or any of
15
<PAGE>
its subsidiaries to conduct any portion of its business, which license or
franchise is conditioned upon some or all of the holders of capital stock of
the Company meeting certain criteria.
ANTI-TAKEOVER EFFECTS OF DELAWARE LAW AND CERTIFICATE OF INCORPORATION AND BY-
LAWS
The Certificate of Incorporation and By-Laws and Section 203 of the Delaware
General Corporation Law ("Delaware GCL") contain certain provisions that may
make more difficult the acquisition of control of the Company by means of a
tender offer, open market purchase, a proxy fight or otherwise. These
provisions could have the effect of discouraging a prospective acquirer from
making a tender offer or otherwise attempting to obtain control of the Company.
To the extent that these provisions discourage takeover attempts, they could
deprive stockholders of opportunities to realize takeover premiums for their
shares or could depress the market price of the shares.
Set forth below is a description of the relevant provisions of Section 203 of
the Delaware GCL, the Certificate of Incorporation and the By-Laws. The
descriptions are intended as a summary only and are qualified in their entirety
by reference to the Certificate of Incorporation and By-Laws, which are filed
as exhibits to the Registration Statement of which this Prospectus is a part,
and to Section 203 of the Delaware GCL.
Delaware General Corporation Law and Business Combination Provision. Section
203 of the Delaware GCL prohibits certain "business combination" transactions
between a publicly held Delaware corporation and any "interested stockholder"
for a period of three years after the date on which the latter became an
interested stockholder, unless (i) prior to that date either the proposed
business combination or the proposed acquisition of stock resulting in its
becoming an interested stockholder is approved by the Board of Directors, (ii)
in the same transaction in which it becomes an interested stockholder, the
interested stockholder acquires at least 85% of those shares of the voting
stock of the corporation which are not held by the directors, officers or
certain employee stock plans or (iii) the business combination with the
interested stockholder is approved by the Board of Directors and also approved
at a stockholders' meeting by the affirmative vote of the holders of at least
two-thirds of the outstanding shares of the corporation's voting stock other
than shares held by the interested stockholder.
Availability of Shares of Capital Stock for Future Issuance. The availability
for issue of shares of Class B Common Stock, Preferred Stock and Common Stock
by the Company without further action by stockholders (except as may be
required by applicable stock exchange or Nasdaq regulations) could be viewed as
enabling the Board of Directors to make more difficult a change in control of
the Company, including by issuing warrants or rights to acquire shares of Class
B Common Stock, Preferred Stock or Common Stock to discourage or defeat
unsolicited stock accumulation programs and acquisition proposals and by
issuing shares in a private placement or public offering to dilute or deter
stock ownership of persons seeking to obtain control of the Company. The
Company has no present plans to issue any shares of Class B Common Stock,
Preferred Stock or Common Stock other than as offered hereby or as contemplated
under the Company's employee benefit plans.
Vote Required for Certain Matters. Significant corporate transactions such as
amendments to the Certificate of Incorporation, mergers, sale of assets and
dissolution or liquidation require approval by the affirmative vote of majority
of the outstanding shares of Common Stock. Other matters to be voted upon by
the holders of the Common Stock require the affirmative vote of a majority of
the shares present at the particular stockholders meeting.
COMMON STOCK MARKET PRICE INFORMATION
The following table sets forth, for the periods indicated, (a) the high and
low bid quotations for the Company's Common Stock as reported on the Nasdaq
Small-Cap Market until May 10, 1993 and (b) the high and low sale prices on the
Nasdaq National Market thereafter. The quotations reflect interdealer prices,
without retail mark-up or commissions, and may not necessarily represent actual
transactions. All prices listed have been
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adjusted to reflect the Company's three-for-two stock dividend distributed in
June 1993 and the Company's three-for-two stock dividend distributed in April
1994.
<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
Fiscal Year Ended April 30, 1994
First Quarter.................................................. $20.00 $11.00
Second Quarter................................................. 16.67 11.00
Third Quarter.................................................. 18.33 12.67
Fourth Quarter................................................. 24.50 17.75
Fiscal Year Ending April 30, 1995
First Quarter.................................................. 23.25 9.50
Second Quarter................................................. 14.25 10.00
Third Quarter.................................................. 11.50 7.25
Fourth Quarter................................................. 15.38 8.38
Fiscal Year Ending April 30, 1996
First Quarter.................................................. 17.50 13.50
Second Quarter................................................. 16.00 6.50
Third Quarter.................................................. 8.00 5.13
Fourth Quarter................................................. 7.88 5.63
Fiscal Year Ending April 30, 1997
First Quarter (through June , 1996)..........................
------ ------
</TABLE>
For a recent last reported sale price of the Common Stock on the Nasdaq
National Market, see the cover page of this Prospectus.
The Company has never paid any cash dividends with respect to its Common
Stock and the current policy of the Board of Directors is to retain earnings to
provide for the growth of the Company. In addition, the First Mortgage Note
Indenture limits the Company's ability to pay dividends. See Note 2 of Notes to
Consolidated Financial Statements. Consequently, no cash dividends are expected
to be paid on the Common Stock in the foreseeable future. Further, there can be
no assurance that the current and proposed operations of the Company will
generate the funds needed to declare a cash dividend or that the Company will
have legally available funds to pay dividends. In addition, the Company may
fund part of its operations in the future from indebtedness, the terms of which
may prohibit or restrict the payment of cash dividends. If a holder of Common
Stock is disqualified by applicable regulatory authorities from owning such
shares, such holder will not be permitted to receive any dividends with respect
to such stock.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale of shares of
Common Stock pursuant to the Offering, estimated at $23.8 million, assuming
that all Rights are exercised in full and after deducting the expenses of the
Offering, will be used by the Company for general corporate purposes.
LEGAL MATTERS
The validity of the shares of Common Stock being offered hereby will be
passed upon for the Company by Mayer, Brown & Platt, Chicago, Illinois.
EXPERTS
The consolidated financial statements of the Company and the financial
statements of LRGP appearing in the Company's Annual Report on Form 10-K for
the year ended April 30, 1995, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon included therein
and incorporated hereinby reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
17
<PAGE>
The balance sheets of St. Charles Gaming Company, Inc. as of December 31,
1995, and April 30, 1995, the statements of operations, stockholder's equity,
and cash flows for the eight months ended December 31, 1995 and the year ended
April 30, 1995, the balance sheets of St. Charles Gaming Company, Inc. as of
April 30, 1995 and 1994, and the statements of operations, stockholder's
equity, and cash flows for the year ended April 30, 1995 and the period from
June 25, 1993 (acquisition date) to April 30, 1994, appearing in the Company's
Current Report on Form 8-K/A dated June 4, 1996, incorporated by reference in
this prospectus, have been incorporated herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.
The financial statements of St. Charles Gaming Company, Inc. as of June 24,
1993 and for the period from January 18, 1993 (date of inception) through June
24, 1993, appearing in the Company's Current Report on Form 8-K/A dated June
4, 1996, have been audited by Fred J. Bastie & Associates, P.C., independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
----------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY OF THE SECURITIES COVERED BY THIS
PROSPECTUS IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
18
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the distribution
of the securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee................. 8,237
Printing and Engraving Expenses..................................... 30,000
Accounting Fees and Expenses........................................ 7,000
Attorneys' Fees and Expenses........................................ 20,000
Transfer Agent's and Registrar's Fees............................... 5,000
Blue Sky Fees and Expenses (including attorneys' fees).............. 15,000
Nasdaq Listing Fees................................................. 17,500
Miscellaneous....................................................... 22,263
--------
Total............................................................... $125,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) The Delaware GCL (Section 145) gives Delaware corporations broad powers
to indemnify their present and former directors and officers and those of
affiliated corporations against expenses incurred in the defense of any
lawsuit to which they are made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions, gives a
director or officer who successfully defends an action the right to be so
indemnified, and authorizes the Registrant to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other rights
to which those indemnified may be entitled under any by-laws, agreement, vote
of stockholders or otherwise.
(b) Article 8 of the Certificate of Incorporation of the Registrant provides
for indemnification of directors and officers to the fullest extent permitted
by law.
(c) In accordance with Section 102(b)(7) of the Delaware GCL, the
Registrant's Certificate of Incorporation provides that directors shall not be
personally liable for monetary damages for breaches of their fiduciary duty as
directors except for (1) breaches of their duty of loyalty to the Registrant
or its stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (3) under Section 174 of
the Delaware GCL (unlawful payment of dividends) or (4) transactions from
which a director derives an improper personal benefit.
ITEM 16. EXHIBITS
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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 14, or
II-1
<PAGE>
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 the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by 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.
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 shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For purposes 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 this Offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all the requirements
for filing on Form S-3 and has duly caused this amended Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Biloxi and State of Mississippi on the 4th day of June, 1996.
Casino America, Inc.
/s/ Allan B. Solomon
By ---------------------
Allan B. Solomon Executive
Vice President, Secretary and
General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John Gallaway, Rexford Yeisley and Allan B. Solomon and each of them, the true
and lawful attorneys-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and hereby grants to
such attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as the undersigned might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amended Registration Statement has been signed by the following persons in the
capacities indicated on the 4th day of June, 1996.
Title
Name
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
- --------------------------------- Officer and Director
Bernard Goldstein
/s/ John A. Gallaway
- --------------------------------- President and Director
John A. Gallaway
Chief Financial Officer (Principal
/s/ Rexford Yeisley Financial and Accounting Officer)
- ---------------------------------
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
- --------------------------------- General Counsel and Director
Allan B. Solomon
/s/ Robert S. Goldstein Director
- ---------------------------------
Robert S. Goldstein
/s/ Martin Greenberg Director
- ---------------------------------
Martin Greenberg
Director
/s/ Emanuel Crystal
- ---------------------------------
Emanuel Crystal
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
------- --------------------------------------------------------- ----------
<C> <S> <C>
4.1 Certificate of Incorporation of Casino America, Inc., as
amended (Incorporated by reference to the Company's
Registration Statement on Form S-1 filed September 3,
1993, as amended (File No. 33-68434))
4.2 Bylaws of Casino America, Inc., as amended (Incorporated
by reference to the Company's Registration Statement on
Form S-1 filed September 3, 1993, as amended (File No.
33-68434))
4.3 Indenture dated November 1, 1993 between the Company and
Shawmut Bank Connecticut, National Association, as
Trustee (Incorporated by reference to the Company's
Annual Report on Form 10-K for the fiscal year ended
April 30, 1994 (File No. 0-20538))
4.4 First Supplemental Indenture dated as of April 29, 1994
between the Company and Shawmut Bank Connecticut,
National Association, as Trustee (Incorporated by
reference to the Company's Annual Report on Form 10-K for
the fiscal year ended April 30, 1994 (File No. 0-20538))
4.5 Second Supplemental Indenture dated as of March 8, 1995
between the Company and Shawmut Bank Connecticut,
National Association, as Trustee*
4.6 Third Supplemental Indenture dated as of May 3, 1996
between the Company and Fleet National Bank, as Trustee*
4.7 Casino America, Inc. hereby agrees to furnish to the
Securities and Exchange Commission, upon its request, the
instruments defining the rights of holders of long-term
debt where the total amount of securities authorized
thereunder does not exceed 10% of Casino America, Inc.'s
total consolidated assets
4.8 Promissory Note, dated June 9, 1995, made by LRGP in
favor of Crown Casino Corporation*
4.9 Warrant, dated June 9, 1995, of Crown Casino Corporation
to purchase up to 416,667 shares of Common Stock of
Casino America, Inc.*
4.10 Warrant, dated May 3, 1996, of Crown Casino Corporation
to purchase up to 416,667 shares of Common Stock of
Casino America, Inc.*
4.11 Form of Rights Subscription Form**
5.1 Opinion of Mayer, Brown & Platt*
23.1 Consent of Ernst & Young LLP**
23.2 Consent of Coopers & Lybrand L.L.P.**
23.3 Consent of Fred J. Bastie & Associates, P.C.**
23.4 Consent of Mayer, Brown & Platt (contained in Exhibit
5.1)*
24.1 Power of Attorney (contained on the signature page to the
initial registration statement)
</TABLE>
- --------
*To be filed by amendment.
**Filed herewith.
<PAGE>
EXHIBIT 4.11
(FRONT)
<TABLE>
<S> <C> <C> <C>
THE RIGHTS EXPIRE AT ONE RIGHT AND THE SUBSCRIPTION FORM RIGHTS
5:00 P.M. NEW YORK PRICE SHOWN HEREON ARE REQUIRED NUMBER REPRESENTED
CITY TIME ON TO SUBSCRIBE FOR EACH SHARE OF BY FORM
JUNE , 1996
</TABLE>
CASINO AMERICA, INC. RIGHTS SUBSCRIPTION FORM FOR SHARES OF COMMON STOCK
The registered owner of this Rights Subscription Form named herein, or
permitted assigns, is entitled to the number of Rights shown hereon to
subscribe for shares of Common Stock, $.01 par value per share, of Casino
America, Inc. at the price of $5.875 per share of Common Stock and upon the
terms and conditions specified in the Prospectus dated June , 1996. Use the
appropriate forms on the reverse side hereof to subscribe for shares of Common
Stock.
This Rights Subscription Form is not valid unless countersigned and
registered by the Rights Agent.
Countersigned and Registered:
NORWEST BANK MINNESOTA, N.A.
By:
-------------------------------
Authorized Signature
Dated: June , 1996
THIS CERTIFICATE IS NOT TRANSFERABLE. IT MAY BE EXERCISED OR DIVIDED AT THE
OFFICE OF NORWEST BANK MINNESOTA, N.A. [ADDRESS] SUBJECT TO THE TERMS AND
CONDITIONS OF THE PROSPECTUS REFERRED TO ABOVE.
- -------------------------------------------------------------------------------
(REVERSE)
Signature(s) of Subscriber(s)
------------------
I irrevocably subscribe for the
following shares of Common Stock,
$.01 par value, of Casino America,
Inc. upon the terms specified in the
Prospectus (receipt of which is
hereby acknowledged).
Address---------------------------------
---------------------------------------
Taxpayer I.D. or Social Security No.
-------------
Telephone Number
-------------------------
No. of Shares Price
Payment
DELIVERY INSTRUCTIONS: (Fill out ONLY
if delivery of stock certificate is to
be made to address other than that
shown on face of Rights Subscription
form or the address provided above)
x $5.875 per share =
- ---------- ----------
Please make checks payable to
"Norwest Bank Minnesota, N.A., as
Agent for Casino America, Inc."
PRINT NAME AND ADDRESS INCLUDING ZIP
CODE
---------------------------------------
---------------------------------------
---------------------------------------
IF THE SIGNATURE(S) ABOVE DO(ES) NOT CONFORM EXACTLY TO THE NAME OF THE
REGISTERED OWNER ON THE FACE HEREOF, THIS RIGHTS SUBSCRIPTION FORM MUST BE
ACCOMPANIED BY EVIDENCE SATISFACTORY TO THE COMPANY TO ESTABLISH THE AUTHORITY
OF THE SIGNED PERSON. *IMPORTANT: PAYMENT OF THE AGGREGATE PAYMENT PRICE
CORRESPONDING TO YOUR SUBSCRIPTION MUST ACCOMPANY THE COMPLETED RIGHTS
SUBSCRIPTION FORM.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-2610) and related Prospectus of
Casino America, Inc. for the registration of 4,066,405 shares of common stock
issuable upon exercise of rights and to the incorporation by reference therein
of our report dated June 13, 1995, except for the last paragraph of Note 9 as
to which the date is June 29, 1995, with respect to the consolidated financial
statements of Casino America, Inc. and our report dated May 26, 1995, except
for Note 2 as to which the date is June 9, 1995, with respect to the financial
statements of Louisiana Riverboat Gaming Partnership, both of which were
included in Casino America, Inc.'s Annual Report on Form 10-K for the year
ended April 30, 1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Chicago, Illinois
June 3, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-3 (File No. 333-2610) of our report, dated August 7, 1995, except as
to the third paragraph of Note D for which the date is September 21, 1995 on
our audits of the financial statements of St. Charles Gaming Company, Inc., as
of April 30, 1995 and 1994 and for the year ended April 30, 1995 and the
period from June 25, 1993 (acquisition date) to April 30, 1994, and of our
report, which includes an explanatory paragraph relating to the substantial
doubt about the Company's ability to continue as a going concern as a result
of significant current debt obligations, dated March 8, 1996, except for Note
11 as to which the date is March 26, 1996 on our audits of the financial
statements of St. Charles Gaming Company, Inc., as of December 31, 1995 and
April 30, 1995 and for the eight month period ended December 31, 1995 and the
year ended April 30, 1995, both appearing in the Form 8-K/A of Casino America,
Inc. filed with the Securities and Exchange Commission pursuant to the
Securities and Exchange Act of 1934. The latter report updates our previous
opinion on the financial statements for the year ended April 30, 1995. We also
consent to the reference to our firm under the caption "Experts."
Coopers & Lybrand L.L.P.
Dallas, Texas
June 3, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-2610) and related Prospectus of
Casino America, Inc. for the registration of 4,066,405 shares of common stock
issuable upon exercise of rights and to the incorporation by reference therein
of our report dated October 22, 1993, with respect to the financial statements
of St. Charles Gaming Company, Inc. included in Casino America, Inc.'s Current
Report on Form 8-K/A dated May 3, 1996, filed with the Securities and Exchange
Commission on or about June 4, 1996.
FRED J. BASTIE & ASSOCIATES, P.C.
Dallas, Texas
June 4, 1996
