ARGOSY GAMING CO
S-4/A, 1996-07-16
AMUSEMENT & RECREATION SERVICES
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<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 16, 1996
    
   
                                                       REGISTRATION NO. 333-7299
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------
   
                                AMENDMENT NO. 1
    
   
                                       TO
    
                                    FORM S-4
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
                             ARGOSY GAMING COMPANY
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<S>                           <C>                                                              <C>
          DELAWARE                                                                                   37-1304247
(State or other jurisdiction                                                                      (I.R.S. Employer
             of                                                                                Identification Number)
      incorporation or
       organization)
                                              AND ITS GUARANTOR SUBSIDIARIES
          ILLINOIS                                 ALTON GAMING COMPANY                              37-1261292
         LOUISIANA                               ARGOSY OF LOUISIANA, INC.                           72-1265121
         LOUISIANA                        CATFISH QUEEN PARTNERSHIP IN COMMENDAM                     72-1274791
          INDIANA                               THE INDIANA GAMING COMPANY                           37-1314871
            IOWA                                    IOWA GAMING COMPANY                              37-1329487
         LOUISIANA                                JAZZ ENTERPRISES, INC.                             72-1214771
          MISSOURI                              THE MISSOURI GAMING COMPANY                          37-1311505
          MISSOURI                             THE ST. LOUIS GAMING COMPANY                          37-1314873
(State of other jurisdiction      (Exact name of Registrant as specified in its charter)          (I.R.S. Employer
             of                                                                                Identification Number)
      incorporation or
       organization)
</TABLE>
 
                           --------------------------
 
                                      7999
            (Primary Standard Industrial Classification Code Number)
                           --------------------------
 
                                219 PIASA STREET
                             ALTON, ILLINOIS 62002
                                 (618) 474-7500
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)
 
                                 J. THOMAS LONG
                            CHIEF EXECUTIVE OFFICER
                             ARGOSY GAMING COMPANY
                                219 PIASA STREET
                             ALTON, ILLINOIS 62002
                                 (618) 474-7500
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                           --------------------------
 
                                    COPY TO:
                             R. Cabell Morris, Jr.
                                Winston & Strawn
                              35 West Wacker Drive
                            Chicago, Illinois 60601
                                 (312) 558-5600
                           --------------------------
 
   
    If  the  securities  being registered  on  this  Form are  being  offered in
connection with the formation of a holding company and there is compliance  with
General Instruction G, check the following box: / /
    
                           --------------------------
 
    THE  REGISTRANT HEREBY  AMENDS THIS REGISTRATION  STATEMENT ON  SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A  FURTHER  AMENDMENT  WHICH SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT  SHALL THEREAFTER BECOME EFFECTIVE IN  ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT  OF 1933 OR  UNTIL THIS REGISTRATION  STATEMENT SHALL  BECOME
EFFECTIVE  ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
   
EXPLANATORY NOTE
    
 
   
    This Amendment No. 1 to Form S-4 is being filed solely to add the signatures
of  the  Guarantor  Subsidiaries listed  on  the  cover hereof  as  well  as the
requisite officers and directors thereof. Such signatures are contained on pages
II-7 through II-14  hereof. The Registrants  are not updating  or modifying  any
other information in the Registration Statement at this time.
    
<PAGE>
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
    Section  145  of  the  Delaware  General  Corporation  Law  ("Delaware GCU")
empowers a  corporation,  subject  to  certain  limitations,  to  indemnify  its
directors  and officers against expenses  (including attorneys' fees, judgments,
fines and  certain settlements)  actually  and reasonably  incurred by  them  in
connection with any suit or proceeding to which they are a party so long as they
acted  in good faith and in a manner reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to a criminal action
or proceeding, so long as they had no reasonable cause to believe their  conduct
to have been unlawful. The Registrant's Certificate of Incorporation and By-laws
provide  that  the Registrant  shall  indemnify its  directors  and such  of its
officers, employees and agents as the Board of Directors may determine from time
to time, to the fullest extent permitted by Section 145 of the Delaware GCL.
 
    Section 102 of the Delaware GCL permits a Delaware corporation to include in
its  certificate  of  incorporation  a  provision  eliminating  or  limiting   a
director's  liability to a corporation or  its stockholders for monetary damages
for breaches of  fiduciary duty.  The enabling statute  provides, however,  that
liability  for breaches of  the duty of  loyalty, acts or  omissions not in good
faith or involving intentional misconduct, or knowing violation of the law,  and
the unlawful purchase or redemption of stock or payment of unlawful dividends or
the  receipt of  improper personal benefits  cannot be eliminated  or limited in
this manner. The Registrant's Certificate of Incorporation and By-Laws include a
provision which eliminates, to the fullest extent permitted, director  liability
for monetary damages for breaches of fiduciary duty.
 
ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
    (a)Exhibits:
 
   
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                 DESCRIPTION
- -----------  ---------------------------------------------------------------------------------------------------
<C>          <S>
      3.1    Amended and Restated Certificate of Incorporation of the Company (previously filed with the
              Securities and Exchange Commission ("SEC") as an Exhibit to the Company's Registration Statement
              on Form S-1 (File No. 33-55878) and incorporated herein by reference).
      3.2    Amended and Restated By-laws of the Company (previously filed with the SEC as an Exhibit to the
              Company's Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by
              reference).
      4.1 *  Form of the Company's 13 1/4% First Mortgage Notes due 2004 issued on June 5, 1996 in the aggregate
              principal amount of $235,000,000.
      4.2 *  Form of Guarantee issued on June 5, 1996 by Alton Gaming Company, Argosy of Louisiana, Inc.,
              Catfish Queen Partnership in Commendam, The Indiana Gaming Company, Iowa Gaming Company, Jazz
              Enterprises, Inc., The Missouri Gaming Company and The St. Louis Gaming Company.
      4.3 *  Indenture dated as of June 5, 1996 by and among the Company, First National Bank of Commerce, as
              Trustee, and the Guarantors named therein, for the Company's $235,000,000 of 13 1/4% First
              Mortgage Notes due 2004.
      4.4 *  Registration Rights Agreement dated as of June 5, 1996 by and among the Company, the Guarantors
              named therein and the Initial Purchasers named therein.
      4.5 *  Cash Collateral and Disbursement Agreement dated June 5, 1996 by and among the Company, First
              National Bank of Commerce, as Trustee, and LaSalle National Trust, N.A., as disbursement agent.
      4.6 *  Form of Security Agreement dated as of June 5, 1996 by and between First National Bank of Commerce,
              as Trustee, and the Company, as Grantor.
</TABLE>
    
 
                                      II-1
<PAGE>
   
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                 DESCRIPTION
- -----------  ---------------------------------------------------------------------------------------------------
<C>          <S>
      4.7 *  Form of Subsidiary Security Agreements dated as of June 5, 1996 by and between First National Bank
              of Commerce, as Trustee, and each of Alton Gaming Company, Argosy of Louisiana, Inc., Catfish
              Queen Partnership in Commendam, The Indiana Gaming Company, Iowa Gaming Company, Jazz Enterprises,
              Inc., The Missouri Gaming Company and The St. Louis Gaming Company, each as a Grantor.
      4.8 *  Form of Pledge Agreement dated as of June 5, 1996 by and between First National Bank of Commerce,
              as Trustee, and the Company, as Pledgor.
      4.9 *  Form of Subsidiary Pledge Agreements dated as of June 5, 1996 by and between First National Bank of
              Commerce, as Trustee, and each of Alton Gaming Company, Argosy of Louisiana, Inc., Catfish Queen
              Partnership in Commendam, The Indiana Gaming Company, Iowa Gaming Company, Jazz Enterprises, Inc.,
              The Missouri Gaming Company and The St. Louis Gaming Company, each as a Pledgor.
      4.10*  Form of First Preferred Ship Mortgages dated as of June 5, 1996 executed in favor of First National
              Bank of Commerce, as Trustee, by each of Alton Gaming Company (relating to Argosy I, Alton Belle
              Casino II and Alton Landing), Catfish Queen Partnership in Commendam (relating to Argosy III), The
              Missouri Gaming Company (relating to Argosy IV), Iowa Gaming Company (relating to Argosy V) and
              the Company (relating to Spirit of America).
      4.11*  Form of Deed of Trust, Assignment of Leases and Rents and Security Agreement dated as of June 5,
              1996 by and among the Company, First National Bank of Commerce, as Trustee, and Chicago Title
              Insurance Company.
      4.12*  Form of Mortgage of Jazz Enterprises, Inc., and Catfish Queen Partnership in Commendam to Secure
              Present and Future Indebtedness, Assignment of Leases and Rents and Security Agreement dated as of
              June 5, 1996 execute in favor of First National Bank of Commerce, as Trustee.
      4.13   Specimen Common Stock Certificate (previously filed with the SEC as an Exhibit to the Company's
              Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference).
      4.14   Indenture dated as of June 6, 1994 between the Company and Bank One, Springfield, as trustee, for
              the Company's $115,000,000 12% Convertible Subordinated Notes due 2001 (previously filed with the
              SEC as an Exhibit to the Company's Registration Statement on Form S-3 (File No. 33-76456) and
              incorporated herein by reference).
      4.15   Specimen 12% Convertible Subordinated Note due 2001 (previously filed with the SEC as an Exhibit to
              the Company's Registration Statement on Form S-3 (File No. 33-76456) and incorporated herein by
              reference).
      4.16   Registration Rights Agreement (previously filed with the SEC as an Exhibit to the Company's
              Registration Statement on Form S-3 (File No. 33-76456) and incorporated herein by reference).
      5.1    Legal Opinion of Winston & Strawn regarding the validity of the issuance of the 13 1/4% First
              Mortgage Notes due 2004 (to be filed by amendment).
      9.1    Pratt Voting Trust Agreement dated as of May 5, 1992 by and between John Biggs Pratt, Sr. and
              Stephanie Pratt (previously filed with the SEC as an Exhibit to the Company's Registration
              Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference).
     10.1    Lease dated August 1, 1992 by and between Edward McPike d/b/a Grand Properties and Alton Riverboat
              Gambling Partnership (previously filed with the SEC as an Exhibit to the Company's Form 10-K for
              the year ended December 31, 1994 and incorporated herein by reference).
</TABLE>
    
 
                                      II-2
<PAGE>
   
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                 DESCRIPTION
- -----------  ---------------------------------------------------------------------------------------------------
<C>          <S>
     10.2    Bond and Easement Agreement dated as of April 18, 1991 by and between the Alton Riverboat Gambling
              Partnership and the City of Alton, Illinois (previously filed with the SEC as an Exhibit to the
              Company's Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by
              reference).
     10.3    Employment Agreement by and between the Company and J. Thomas Long (previously filed with the SEC
              as an Exhibit to the Company's Form 10-K for the year ended December 31, 1995 and incorporated
              herein by reference).
     10.4    Employment Agreement by and between the Company and Patsy S. Hubbard (previously filed with the SEC
              as an Exhibit to the Company's Form 10-K for the year ended December 31, 1995 and incorporated
              herein by reference).
     10.5    Stock Option Plan (previously filed with the SEC as an Exhibit to the Company's Registration
              Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference).
     10.6    Form of Indemnification Agreement (previously filed with the SEC as an Exhibit to the Company's
              Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference).
     10.7    Director Option Plan (previously filed with the SEC as an Exhibit to the Company's Registration
              Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference).
     10.8    Argosy Gaming Company Savings Plan (previously filed with the SEC as an Exhibit to the Company's
              Form 8-K dated March 10, 1994 and incorporated herein by reference).
     10.9    Letter Agreement dated as of January 28, 1993 by and between L. Thomas Lakin and the Alton
              Riverboat Gambling Partnership (previously filed with the SEC as an Exhibit to the Company's
              Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference).
     10.10   Letter Agreement dated as of January 28, 1993 by and between the Alton Riverboat Gambling
              Partnership and H. Steven Norton (previously filed with the SEC as an Exhibit to the Company's
              Registration Statement on Form S-1 (File No. 33-55878) and incorporated herein by reference).
     10.11   Letter Agreement dated March 29, 1995 by and between Floyd C. Warmann and the Company (previously
              filed with the SEC as an exhibit to the Company's Form 10-K for the year ended December 31, 1994
              dated March 31, 1995 and incorporated herein by reference).
     10.12   Agreement to Purchase Stock dated January 30, 1995 by and among the Company, Jazz Enterprises, Inc.
              and the signatory shareholders of Jazz Enterprises, Inc. (previously filed with the SEC as an
              Exhibit to the Company's Form 10-K for the year ended December 31, 1994 and incorporated herein by
              reference).
     10.13   Contract dated June 7, 1993 by and among the City of Riverside, Missouri, The Missouri Gaming
              Company and the Company, together with amendments thereto (previously filed with the SEC as an
              Exhibit to the Company's Form 8-K dated March 10, 1994 and incorporated herein by reference).
     10.14   Second Amended and Restated Agreement of Limited Partnership dated February 21, 1996 of Indiana
              Gaming Company, L.P. (previously filed with the SEC as an Exhibit to the Company's Form 10-K for
              the year ended December 31, 1995 and incorporated herein by reference).
</TABLE>
    
 
                                      II-3
<PAGE>
   
<TABLE>
<CAPTION>
  EXHIBIT
  NUMBER                                                 DESCRIPTION
- -----------  ---------------------------------------------------------------------------------------------------
<C>          <S>
     10.15   Management Agreement dated April 11, 1994 by and between Indiana Gaming Company, L.P. and The
              Indiana Gaming Company, as amended by Amendment No. 1 to Management Agreement dated February 21,
              1996 (previously filed with the SEC as an Exhibit to the Company's Form 10-K for the year ended
              December 31, 1995 and incorporated herein by reference).
     10.16   Affirmation of Limited Parent Guaranty of Argosy Gaming Company in favor of the partners of Indiana
              Gaming Company, L.P. dated February 21, 1996 (previously filed with the SEC as an Exhibit to the
              Company's Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).
     10.17   Vessel Construction Contract by and between Service Marine Industries, Inc. and Indiana Gaming
              Company, L.P. dated as of November 14, 1995 (previously filed with the SEC as an Exhibit to the
              Company's Form 10-K for the year ended December 31, 1995 and incorporated herein by reference).
     10.18   Riverboat Gaming Development Agreement between the City of Lawrenceburg, Indiana and Indiana Gaming
              Company, L.P. dated as of April 13, 1994 as amended by Amendment Number One to Riverboat
              Development Agreement between the City of Lawrenceburg, Indiana and Indiana Gaming Company, L.P.
              dated as of December 28, 1995 (previously filed with the SEC as an Exhibit to the Company's Form
              10-K for the year ended December 31, 1995 and incorporated herein by reference).
     10.19   Guaranty of Development Agreement dated as of April 13, 1994 by the Company in favor of the City of
              Lawrenceburg (previously filed with the SEC as an Exhibit to the Company's Form 10-K for the year
              ended December 31, 1995 and incorporated herein by reference).
     10.20   Charter Agreement dated October 27, 1994 by and between President Riverboat Casino-New York, Inc.
              and The Missouri Gaming Company (previously filed with the SEC as an Exhibit to the Company's Form
              10-K for the year ended December 31, 1994 and incorporated herein by reference).
     12.1 *  Statement re Computation of Earnings to Fixed Charges.
     21   *  List of Subsidiaries.
     23.1 *  Consent of Ernst & Young LLP.
     23.2 *  Consent of Grant Thornton LLP.
     24   *  Powers of Attorney of certain directors.
     25.1 *  Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act of 1939 of
              First National Bank of Commerce, as Trustee under the Indenture relating to the 13 1/4% First
              Mortgage Notes due 2004.
     99.1 *  Form of Letter of Transmittal.
     99.2 *  Form of Notice of Guaranteed Delivery.
     99.3 *  Form of Letter to Securities Dealers, Commercial Banks, Trust Companies and Other Nominees.
     99.4 *  Form of Letter to Clients.
     99.5 *  Guidelines for Certification of Taxpayer Identification Number on Form W-9.
</TABLE>
    
 
- ------------
 
   
*   previously  filed with the SEC as  an Exhibit to this Registration Statement
    on Form S-4 (File No. 333-7299).
    
 
                                      II-4
<PAGE>
    (b)Financial Statement Schedules
 
    None.
    All schedules are omitted because the required information is not present in
amounts sufficient  to  require  submission  of  the  schedule  or  because  the
information required is included in the financial statements or notes thereto.
 
ITEM 22.  UNDERTAKINGS
 
    Insofar  as indemnification for liabilities arising under the Securities Act
of 1933, as  amended, may be  permitted to directors,  officers and  controlling
persons  of the Registrant  pursuant to the  foregoing provisions, or otherwise,
the Registrant  has been  advised that  in  the opinion  of the  Securities  and
Exchange  Commission such indemnification is  against public policy as expressed
in the Act  and is,  therefore, unenforceable.  In the  event that  a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses incurred  or paid by a  director, officer or  controlling
person  of  the Registrant  in the  successful  defense of  any action,  suit or
proceeding) is  asserted by  such  director, officer  or controlling  person  in
connection  with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to  a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is  against public policy as  expressed in the Securities
Act and win 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, as amended, 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 the purpose of determining any liability under the Securities Act
           of 1933, as  amended, 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.
 
       (3) For the purpose of determining any liability under the Securities Act
           of  1933, each filing  of the Registrant's  annual report pursuant to
    Section 13(a) or Section 15(d) of  the Securities Exchange Act of 1934  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.
 
    The  undersigned  registrant hereby  undertakes to  respond to  requests for
information that is incorporated  by reference into  the prospectus pursuant  to
Items  4, 10(b), 11, or 13  of this Form, within one  business day of receipt of
such request, and  to send  the incorporated documents  by first  class mail  or
other  equally prompt  means. This  includes information  contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
 
    The undersigned  registrant  hereby  undertakes  to supply  by  means  of  a
post-effective  amendment  all  information concerning  a  transaction,  and the
company being acquired therein, that was not the subject of and included in  the
registration statement when it became effective.
 
                                      II-5
<PAGE>
                                   SIGNATURES
 
   
    Pursuant  to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its  behalf by  the undersigned  thereunto duly  authorized, in  the City  of
Alton, State of Illinois on July 16, 1996.
    
 
                                          ARGOSY GAMING COMPANY
 
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
                                                   CHIEF EXECUTIVE OFFICER
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment  to Registration Statement has been signed by the following persons on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                  /s/ J. THOMAS LONG             Chief Executive Officer and Director
     -------------------------------------                                                     July 16, 1996
                J. Thomas Long
 
                  /s/ JOSEPH G. URAM             Executive Vice President, Chief
     -------------------------------------        Financial Officer (Principal                 July 16, 1996
                Joseph G. Uram                    Accounting Officer)
 
               /s/ EDWARD F. BRENNAN*
     -------------------------------------       Director
               Edward F. Brennan
 
               /s/ GEORGE L. BRISTOL*
     -------------------------------------       Director
               George L. Bristol
 
                 /s/ F. LANCE CALLIS*
     -------------------------------------       Director
                F. Lance Callis
 
               /s/ WILLIAM F. CELLINI*
     -------------------------------------       Director
              William F. Cellini
 
              /s/ JIMMY F. GALLAGHER*
     -------------------------------------       Director
              Jimmy F. Gallagher
 
                /s/ WILLIAM McENERY*
     -------------------------------------       Director
                William McEnery
 
               /s/ JOHN B. PRATT, SR.*
     -------------------------------------       Director
              John B. Pratt, Sr.
 
         *By:       /s/ J. THOMAS LONG
       --------------------------------
                  J. Thomas Long
                 ATTORNEY-IN-FACT
                   July 16, 1996
</TABLE>
    
 
                                      II-6
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended,  the
Registrant has duly caused this Amendment to Registration Statement to be signed
on  its behalf  by the  undersigned thereunto  duly authorized,  in the  City of
Alton, State of Illinois on July 16, 1996.
    
 
   
                                          ALTON GAMING COMPANY
    
 
   
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
    
   
                                                          PRESIDENT
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed by the following persons  on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                  /s/ J. THOMAS LONG             President and Sole Director (Principal
     -------------------------------------        Executive Officer)                           July 16, 1996
                J. Thomas Long
 
                  /s/ JOSEPH G. URAM             Treasurer (Principal Financial Officer and
     -------------------------------------        Principal Accounting Officer)                July 16, 1996
                Joseph G. Uram
</TABLE>
    
 
                                      II-7
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant  to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its  behalf by  the undersigned  thereunto duly  authorized, in  the City  of
Alton, State of Illinois on July 16, 1996.
    
 
   
                                          ARGOSY OF LOUISIANA, INC.
    
 
   
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
    
   
                                                          PRESIDENT
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment  to Registration Statement has been signed by the following persons on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                  /s/ J. THOMAS LONG             President and Sole Director (Principal
     -------------------------------------        Executive Officer)                           July 16, 1996
                J. Thomas Long
 
                  /s/ JOSEPH G. URAM             Treasurer (Principal Financial Officer and
     -------------------------------------        Principal Accounting Officer)                July 16, 1996
                Joseph G. Uram
</TABLE>
    
 
                                      II-8
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended,  the
Registrant has duly caused this Amendment to Registration Statement to be signed
on  its behalf  by the  undersigned thereunto  duly authorized,  in the  City of
Alton, State of Illinois on July 16, 1996.
    
 
   
                                          CATFISH QUEEN PARTNERSHIP IN
                                            COMMENDAM
    
 
   
                                          By: Argosy of Louisiana, Inc.
                                          Its: General Partner
    
 
   
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
    
   
                                                          PRESIDENT
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed by the following persons  on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                                                 President (Principal Executive Officer) of
                  /s/ J. THOMAS LONG              Argosy of Louisiana, Inc., the general
     -------------------------------------        partner of Catfish Queen Partnership in      July 16, 1996
                J. Thomas Long                    Commendam
 
                                                 Treasurer (Principal Financial Officer and
                  /s/ JOSEPH G. URAM              Principal Accounting Officer) of Argosy of
     -------------------------------------        Louisiana, Inc., the general partner of      July 16, 1996
                Joseph G. Uram                    Catfish Queen Partnership in Commendam
</TABLE>
    
 
                                      II-9
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant  to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its  behalf by  the undersigned  thereunto duly  authorized, in  the City  of
Alton, State of Illinois on July 16, 1996.
    
 
   
                                          THE INDIANA GAMING COMPANY
    
 
   
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
    
   
                                                          PRESIDENT
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment  to Registration Statement has been signed by the following persons on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                  /s/ J. THOMAS LONG             President and Sole Director (Principal
     -------------------------------------        Executive Officer)                           July 16, 1996
                J. Thomas Long
 
                  /s/ JOSEPH G. URAM             Treasurer (Principal Financial Officer and
     -------------------------------------        Principal Accounting Officer)                July 16, 1996
                Joseph G. Uram
</TABLE>
    
 
                                     II-10
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended,  the
Registrant has duly caused this Amendment to Registration Statement to be signed
on  its behalf  by the  undersigned thereunto  duly authorized,  in the  City of
Alton, State of Illinois on July 16, 1996.
    
 
   
                                          IOWA GAMING COMPANY
    
 
   
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
    
   
                                                          PRESIDENT
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed by the following persons  on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                  /s/ J. THOMAS LONG             President and Sole Director (Principal
     -------------------------------------        Executive Officer)                           July 16, 1996
                J. Thomas Long
 
                  /s/ JOSEPH G. URAM             Treasurer (Principal Financial Officer and
     -------------------------------------        Principal Accounting Officer)                July 16, 1996
                Joseph G. Uram
</TABLE>
    
 
                                     II-11
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant  to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its  behalf by  the undersigned  thereunto duly  authorized, in  the City  of
Alton, State of Illinois on July 16, 1996.
    
 
   
                                          JAZZ ENTERPRISES, INC.
    
 
   
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
    
   
                                                          PRESIDENT
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment  to Registration Statement has been signed by the following persons on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                  /s/ J. THOMAS LONG             President and Sole Director (Principal
     -------------------------------------        Executive Officer)                           July 16, 1996
                J. Thomas Long
 
                  /s/ JOSEPH G. URAM             Treasurer (Principal Financial Officer and
     -------------------------------------        Principal Accounting Officer)                July 16, 1996
                Joseph G. Uram
</TABLE>
    
 
                                     II-12
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended,  the
Registrant has duly caused this Amendment to Registration Statement to be signed
on  its behalf  by the  undersigned thereunto  duly authorized,  in the  City of
Alton, State of Illinois on July 16, 1996.
    
 
   
                                          THE MISSOURI GAMING COMPANY
    
 
   
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
    
   
                                                          PRESIDENT
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment to Registration Statement has been signed by the following persons  on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                  /s/ J. THOMAS LONG             President and Sole Director (Principal
     -------------------------------------        Executive Officer)                           July 16, 1996
                J. Thomas Long
 
                  /s/ JOSEPH G. URAM             Treasurer (Principal Financial Officer and
     -------------------------------------        Principal Accounting Officer)                July 16, 1996
                Joseph G. Uram
</TABLE>
    
 
                                     II-13
<PAGE>
   
                                   SIGNATURES
    
 
   
    Pursuant  to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to Registration Statement to be signed
on its  behalf by  the undersigned  thereunto duly  authorized, in  the City  of
Alton, State of Illinois on July 16, 1996.
    
 
   
                                          THE ST. LOUIS GAMING COMPANY
    
 
   
                                          By:         /s/ J. THOMAS LONG
 
                                             -----------------------------------
                                                       J. Thomas Long
    
   
                                                          PRESIDENT
    
 
   
    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment  to Registration Statement has been signed by the following persons on
the dates and in the capacities indicated.
    
 
   
<TABLE>
<CAPTION>
                   SIGNATURE                                        TITLE                          DATE
- -----------------------------------------------  -------------------------------------------  ---------------
 
<C>                                              <S>                      <C>                 <C>
                  /s/ J. THOMAS LONG             President and Sole Director (Principal
     -------------------------------------        Executive Officer)                           July 16, 1996
                J. Thomas Long
 
                  /s/ JOSEPH G. URAM             Treasurer (Principal Financial Officer and
     -------------------------------------        Principal Accounting Officer)                July 16, 1996
                Joseph G. Uram
</TABLE>
    
 
                                     II-14


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