<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
CASINO AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 41-1659606
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
(ADDITIONAL REGISTRANTS ARE LISTED ON THE FOLLOWING PAGE)
711 WASHINGTON LOOP
BILOXI, MISSISSIPPI 39530
(601) 436-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF PRINCIPAL EXECUTIVE OFFICES FOR EACH OF THE
REGISTRANTS)
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 EACH OF THE REGISTRANTS)
--------------
COPIES TO:
PAUL W. THEISS THEODORE H. LATTY
MAYER, BROWN & PLATT HUGHES HUBBARD & REED LLP
190 SOUTH LASALLE STREET 350 SOUTH GRAND AVENUE
CHICAGO, ILLINOIS 60603 LOS ANGELES, CALIFORNIA 90071
--------------
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: [X] 333-7517.
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
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
OFFERING PRICE AGGREGATE
TITLE OF EACH CLASS OF AMOUNT TO BE PER OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT PRICE REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Senior Secured Notes.................. $15,000,000 100% $15,000,000 $5,172.41
- ------------------------------------------------------------------------------------------------------
Guarantees of Senior Secured Notes.... -- -- -- (1)
- ------------------------------------------------------------------------------------------------------
Guarantees of Guarantees.............. -- -- -- (1)
</TABLE>
- -------------------------------------------------------------------------------
(1) No separate consideration will be paid for the Guarantees; therefore no
registration fee is required with respect thereto.
--------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended. The contents of the Registration Statement
on Form S-3 (Commission File No. 333-7517) filed by Casino America, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") on
July 3, 1996, as amended by Amendment No. 1 to Registration Statement on Form
S-3 filed by the Company with the Commission on July 18, 1996 and Amendment
No. 2 to Registration Statement on Form S-3 filed by the Company with the
Commission on July 31, 1996, which was declared effective July 31, 1996, are
incorporated herein by reference.
<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 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 1ST DAY OF AUGUST, 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ 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
/s/ Emanuel Crystal Director
___________________________________________
Emanuel Crystal
</TABLE>
II-1
<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 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 1ST DAY OF AUGUST, 1996.
Riverboat Corporation of Mississippi
/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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
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 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 1ST DAY OF AUGUST, 1996.
Riverboat Corporation of
Mississippi-- Vicksburg
/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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-3
<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 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 1ST DAY OF AUGUST, 1996.
Riverboat Services Incorporated
/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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-4
<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 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 1ST DAY OF AUGUST, 1996.
CSNO, 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-5
<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 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 1ST DAY OF AUGUST, 1996.
Louisiana Riverboat Gaming
Partnership
By: CSNO, Inc., its General Partner
/s/ Allan B. Solomon
By __________________________________
Allan B. Solomon
Member of the Executive Committee
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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Member of the Executive Committee
___________________________________________
Bernard Goldstein
/s/ Allan B. Solomon Member of the Executive Committee
___________________________________________
Allan B. Solomon
/s/ Gerald Wiemann Member of the Executive Committee
___________________________________________
Gerald Wiemann
</TABLE>
II-6
<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 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 1ST DAY OF AUGUST, 1996.
St. Charles Gaming Company
/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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-7
<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 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 1ST DAY OF AUGUST, 1996.
Grand Palais Riverboat, 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-8
<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 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 1ST DAY OF AUGUST, 1996.
LRG Hotels, L.L.C.
/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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-9
<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 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 1ST DAY OF AUGUST, 1996.
LRGP Holdings, 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-10
<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 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 1ST DAY OF AUGUST, 1996.
P.P.I., 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-11
<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 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 1ST DAY OF AUGUST, 1996.
ASMI Management 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-12
<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 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 1ST DAY OF AUGUST, 1996.
Isle of Capri Casino Colorado, 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
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 1ST DAY OF AUGUST, 1996.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<S> <C>
/s/ Bernard Goldstein Chairman of the Board, Chief Executive
___________________________________________ Officer and Director
Bernard Goldstein
/s/ John Gallaway President and Director
___________________________________________
John Gallaway
/s/ Rexford Yeisley Chief Financial Officer (Principal
___________________________________________ Financial and Accounting Officer)
Rexford Yeisley
/s/ Allan B. Solomon Executive Vice President, Secretary,
___________________________________________ General Counsel and Director
Allan B. Solomon
</TABLE>
II-13
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------- ----------
<C> <S> <C>
*1.1 Form of Senior Secured Notes Purchase Agreement
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 (Incorporated by
reference to the Company's Annual Report on Form 10-K
for the fiscal year ended April 30, 1995 (File No. 0-
20538))
4.6 Third Supplemental Indenture dated as of May 8, 1996
between the Company and Fleet National Bank (successor
to Shawmut Bank Connecticut, National Association) as
Trustee (Incorporated by reference to Amendment No. 2
to the Company's Registration Statement on Form S-3
filed June 28, 1996 (File No. 333-2610))
*4.7 Fourth Supplemental Indenture dated July 26, 1996
between the Company and Fleet National Bank (successor
to Shawmut Bank Connecticut, National Association) as
Trustee................................................
4.8 Promissory Note, dated June 9, 1995, made by LRGP in
favor of Crown Casino Corporation (Incorporated by
reference to the Company's Annual Report on Form 10-K
for the fiscal year ended April 30, 1995 (File No. 0-
20538))
*4.9 Form of Senior Secured Notes Indenture
*4.10 Form of Senior Secured Note
*4.11 Form of Senior Secured Notes Subsidiary Guarantee
4.12 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
**5.1 Opinion of Mayer, Brown & Platt........................
10.1 Purchase Agreement, dated July 2, 1996, by and between
CSNO Inc., LRGP Holdings, Inc. and Louisiana River Site
Development, Inc. (Incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal
year ended April 30, 1996 (File No. 0-20538))
*10.2 Form of Accounts Pledge Agreement
*10.3 Form of Company Security Agreement
*10.4 Form of Subsidiary Security Agreement
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- ------------------------------------------------------- ----------
<C> <S> <C>
*10.5 Form of Company Pledge Agreement
*10.6 Form of Subsidiary Guarantor Pledge Agreement
*10.7 Form of Mortgage (Louisiana)
*10.8 Form of Deed of Trust (Mississippi)
*10.9 Form of Mortgage (Florida)
*10.10 Form of Ship/Fleet Mortgage
12.1 Computation of Ratio of Earnings to Fixed Charges
(Incorporated by reference to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (File No.
333-7517))
**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)
</TABLE>
- --------
* Incorporated herein by reference to the like-numbered exhibit to Amendment
No. 2 to the Company's Registration Statement on Form S-3 filed with the
Securities and Exchange Commission on July 31, 1996 (File No. 333-7517).
** Filed herewith.
2
<PAGE>
EXHIBIT 5.1
August 1, 1996
Casino America, Inc.
711 Washington Loop
Biloxi, Mississippi 39530
Ladies and Gentlemen:
We have acted as special counsel to Casino America, Inc., a Delaware
corporation ("Casino America"), and have advised Casino America in connection
with the proposed issuance and sale of $15,000,000 in additional principal
amount of Casino America's Senior Secured Notes (the "Securities") and the
guarantee by certain subsidiaries of Casino America (the "Subsidiary
Guarantors") of Casino America's obligations under the Securities (the
"Guarantees"). The Securities and the Guarantees are to be issued under an
Indenture (the "Indenture") among Casino America, the Subsidiary Guarantors and
Fleet National Bank, as Trustee (the "Trustee"), with certain terms of the
Securities to be established by certain officers of Casino America who have been
authorized by its Board of Directors to do so, as part of the corporate action
taken and to be taken (the "Casino America Corporate Proceedings") relating to
the issuance of the Securities. The Guarantees will be issued with certain terms
to be established by certain officers of the Subsidiary Guarantors who have been
authorized by their Board of Directors or Management Committees (in the case of
Louisiana Riverboat Gaming Partnership) to do so, as part of the action taken
and to be taken (the "Subsidiary Guarantor Proceedings") relating to the
issuance of the Guarantees.
We have participated in the preparation and filing of a Registration
Statement on Form S-3 (the "Registration Statement") being filed jointly by
Casino America and the Subsidiary Guarantors pursuant to which the Securities
and the Guarantees are to be registered under the Securities Act of 1933, as
amended. In addition, we have reviewed, examined and are otherwise familiar
with such corporate and other records, instruments, certificates and documents
as we considered necessary to enable us to express this opinion.
Based on the foregoing, it is our opinion that, upon its proper execution
by all required signatories, the Indenture shall be a valid and binding
instrument and that, upon the completion of the Casino America Corporate
Proceedings and the authentication, issuance, sale and delivery
<PAGE>
August 1, 1996
Page 2
of the Securities, the Securities shall be legal, valid and binding obligations
of Casino America, entitled to the benefits of the Indenture, including such
terms as are established pursuant to the Casino America Corporate Proceedings,
in accordance with the respective terms thereof (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other laws affection creditors' rights generally from time to time in effect and
to general principles of equity).
It is also our opinion that, when the Securities have been duly executed,
authenticated, issued, sold and delivered, and upon the completion of the
Subsidiary Guarantor Corporate Proceedings, the Guarantees will be valid and
binding obligations of each Subsidiary Guarantor, enforceable against each
Subsidiary Guarantor in accordance with their terms and entitled to the benefits
of the Indenture, including such terms as are established pursuant to the
Subsidiary Guarantor Corporate Proceedings, in accordance with the respective
terms thereof (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors' rights
generally from time to time in effect and the general principles of equity).
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to being named in the prospectus under the caption
"Legal Matters" with respect to the matters stated therein.
We are admitted to practice law in the State of Illinois and we express no
opinions as to matters under or involving any laws other than the laws of the
State of Illinois, the federal laws of the United States of America and the
General Corporation Law of the State of Delaware.
Very truly yours,
Mayer, Brown & Platt
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" and
"Selected Historical Consolidated Financial Information", and to the use of
our report dated June 3, 1996, with respect to the consolidated financial
statements of Casino America, Inc., and to the use of our report dated May 22,
1996, with respect to the financial statements of Louisiana Riverboat Gaming
Partnership, included in the Registration Statement (Form S-3 No. 333-7517)
and related Prospectus of Casino America, Inc. filed with the Securities and
Exchange Commission on July 3, 1996, as amended on July 18, 1996 and July 31,
1996; such Registration Statement is incorporated by reference in this
Registration Statement on Form S-3 filed pursuant to Rule 462(b) of the
Securities Act of 1933.
Ernst & Young LLP
Chicago, Illinois
August 1, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-3 (file no. 333-7517) and related Prospectus of Casino America, Inc.
filed with the Securities and Exchange Commission on July 3, 1996, as amended
on July 18, 1996 and July 31, 1996 (such Registration Statement is
incorporated by reference in this Registration Statement on Form S-3 filed
pursuant to Rule 462(b) of the Securities Act of 1933) 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
Amendment No. 1 to the Form 8K/A of Casino America, Inc. filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1934. We
also consent to the inclusion in the aforementioned Registration Statement on
Form S-3 (file no. 333-7517) of our report, dated June 14, 1996, on our audits
of the financial statements of St. Charles Gaming Company, Inc., as of April
30, 1995 and 1996 and for the period from June 25, 1993 (acquisition date) to
April 30, 1994 and for the years ended April 30, 1995 and 1996. Our report
dated June 14, 1996, updates the aforementioned reports. We also consent to
the reference to our firm under the caption "Experts".
Coopers & Lybrand L.L.P.
Dallas, Texas
August 1, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 333-7517) and related Prospectus of Casino America, Inc. filed
with the Securities and Exchange Commission on July 3, 1996, as amended on
July 18, 1996 and July 31, 1996 (such Registration Statement is incorporated
by reference in this Registration Statement on Form S-3 filed pursuant to Rule
462(b) of the Securities Act of 1933) 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 June 4, 1996 and
amended on June 28, 1996.
FRED J. BASTIE & ASSOCIATES, P.C.
Dallas, Texas
August 1, 1996
