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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A / A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CASINO AMERICA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 41-1659606
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
711 Washington Loop
Biloxi, Mississippi 39530
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None Not Applicable
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box [ ].
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box [ ].
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of Class)
Page 1 of 8 Pages
Exhibit Index at Page 8.
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Item 1. Description of Registrant's Securities to be Registered
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On February 7, 1997, the Board of Directors of Casino America, Inc. (the
"Company") declared a dividend distribution of one Right for each outstanding
share of common stock, par value $.01 per share (the "Common Stock"), of the
Company to stockholders of record at the close of business on March 3, 1997
(the "Record Date"). Except as described below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one one-thousandth
of a share of Series A Junior Participating Preferred Stock, par value $.01 per
share (the "Preferred Stock"), at a price of $12.50 per one one-thousandth
share (the "Purchase Price"), subject to adjustment.
The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Norwest Bank
Minnesota, N.A., as Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right certificates will
be distributed. Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock (the "Shares
Acquisition Date") or (ii) 15 business days (or such later date as may be
determined by action of the Board of Directors of the Company (the "Board of
Directors") prior to the time that any person becomes an Acquiring Person)
following the commencement of (or a public announcement of an intention to
make) a tender or exchange offer if, upon consummation thereof, such person or
group would be the beneficial owner of 15% or more of such outstanding shares
of Common Stock, (the earlier of such dates being called the "Distribution
Date"), the Rights will be evidenced by the Common Stock certificates together
with a copy of this Summary of Stockholder Rights Plan and not by separate
certificates. Bernard Goldstein, his descendants, certain relatives of Bernard
Goldstein and his descendants, and certain charitable organizations and
entities controlled by or for the benefit of such persons (collectively, the
"Goldstein Family") are not Acquiring Persons or affiliated or associated
persons thereof for any purposes under the Rights Agreement.
The Rights Agreement also provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption, expiration or termination of the
Rights), the transfer of any certificates for Common Stock, with or without a
copy of this Summary of Stockholder Rights Plan, will also constitute the
transfer of the Rights associated with the Common Stock represented by such
certificates. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, such separate Right Certificates alone will
evidence the Rights.
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The Rights are not exercisable until the Distribution Date and will
expire at the earlier of (i) March 3, 2007 (the "Final Expiration Date") and
(ii) the redemption of the Rights by the Company as described below.
If any person (other than the Company, its subsidiaries, any person
receiving newly-issued shares of Common Stock directly from the Company or
members of or entities in the Goldstein Family) becomes the beneficial owner of
15% or more of the then outstanding shares of Common Stock, each holder of a
Right will thereafter have the right to receive, upon exercise at the then
current exercise price of the Right, Common Stock (or, in certain
circumstances, cash, property or other securities of the Company) having a
value equal to two times the exercise price of the Right. The Rights Agreement
contains an exemption for any issuance of Common Stock by the Company directly
to any person (for example, in a private placement or an acquisition by the
Company in which Common Stock is used as consideration), even if that person
would become the beneficial owner of 15% or more of the Common Stock, provided
that such person does not acquire any additional shares of Common Stock. The
Rights Agreement also contains an exemption for any person who beneficially
owns 15% of the Common Stock of the Company outstanding on the Record Date
unless such person (i) individually or together with its affiliates or
associates, becomes the Beneficial Owner of any additional shares of Common
Stock or (ii) sells or otherwise disposes of a sufficient number of shares of
Common Stock so that such person no longer holds 15% of the Common Stock of the
Company and subsequently becomes the Beneficial Owner of 15% or more of the
Common Stock of the Company.
If, at any time following the Shares Acquisition Date, the Company is
acquired in a merger or other business combination transaction or 50% or more
of the Company's assets or earning power are sold, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon exercise at the then current exercise price of the Right, common stock of
the acquiring or surviving company having a value equal to two times the
exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution, among other
circumstances, in the event of a stock dividend on, or a subdivision, split,
combination, consolidation or reclassification of, the Preferred Stock or the
Common Stock, or a reverse split of the outstanding shares of the Preferred
Stock or the Common Stock.
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With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. The Company will not be required to issue fractional
shares of Preferred Stock or Common Stock (other than fractions in multiples of
one-thousandths of a share of Preferred Stock) and, in lieu thereof, an
adjustment in cash may be made based on the market price of the Preferred Stock
or Common Stock on the last trading date prior to the date of exercise.
The Preferred Stock is a new series of preferred stock that is
nonredeemable and that ranks junior to other series of preferred stock of the
Company that are currently issued or may be issued in the future. Each share
of Preferred Stock will be entitled to a minimum preferential quarterly
dividend of $1.00 per share but will be entitled to an aggregate dividend equal
to 1000 times the dividend declared per share of Common Stock. In the event of
liquidation, each share of Preferred Stock will be entitled to a minimum
preferential liquidation payment of $.01 per share but will be entitled to an
aggregate payment of 1000 times the payment made per share of Common Stock.
Each share of Preferred Stock will have 1000 votes, voting together with the
Common Stock. Finally, in the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 1000 times the amount received per
share of Common Stock. These rights are protected by customary antidilution
provisions. Because of the nature of the Preferred Stock's dividend,
liquidation and voting rights, the value of the one one-thousandth of a share
of Preferred Stock purchasable upon the exercise of each Right should
approximate the value of one share of Common Stock.
At any time after the date of the Rights Agreement until the time that a
person becomes an Acquiring Person, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"), which may (at the option of the Company) be paid in cash, shares of
Common Stock or other consideration deemed appropriate by the Board of
Directors. Upon the effectiveness of any action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Board of Directors of the Company is generally responsible for
administering, interpreting and making all decisions and taking all actions
with respect to the Rights Agreement, including, without limitation, the
decision to redeem or exchange the Rights or to amend the Rights Agreement.
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The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.
As of February 1, 1997, there were 23,326,787 shares of Common Stock
outstanding and 2,258,750 shares of Common Stock reserved for issuance under
employee benefit plans. Each outstanding share of Common Stock on March 3,
1997 will receive one Right. 50,000 shares of Preferred Stock will be reserved
for issuance in the event of exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group will become void. The Rights
should not interfere with any merger or other business combination approved by
the Board of Directors because, if the Rights would become exercisable as a
result of such merger or business combination, the Board of Directors may, at
its option, at any time prior to the time that any Person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at
the Redemption Price.
A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an exhibit to this Registration Statement on Form 8-A.
This summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
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Item 2. Exhibits
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1. Rights Agreement, dated as of February 7, 1997, between Casino
America, Inc. and Norwest Bank Minnesota, N.A., as Rights Agent,
which includes as Exhibit A thereto the Form of Certificate of
Designation, Preferences and Rights, as Exhibit B thereto the Form
of Right Certificate and as Exhibit C thereto the Summary of
Stockholder Rights Plan. Pursuant to the Rights Agreement, Right
Certificates will not be mailed until the occurrence or one of
certain events described more fully in Section 3 of the Rights
Agreement.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.
CASINO AMERICA, INC.
Date: February 21, 1997 By: /s/ Allan B. Solomon
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Name: Allan B. Solomon
Title: Executive Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
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1. Rights Agreement, dated as of February 7, 1997, *
between Casino America, Inc. and Norwest Bank Minnesota,
N.A., as Rights Agent, which includes as Exhibit A
thereto the Form of Certificate of Designation,
Preferences and Rights, as Exhibit B thereto the Form
of Right Certificate and as Exhibit C thereto the Summary
of Stockholder Rights Plan. Pursuant to the Rights
Agreement, Right Certificates will not be mailed until
the occurrence of certain events described more fully in
Section 3 of the Rights Agreement.
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* Previously filed
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