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FORM 8 - A/A - 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Argosy Gaming Company
(Exact name of registrant in its charter)
Delaware 37-1304247
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
219 Piasa Street, Alton, Illinois 62002
(Address of principal executive offices) (Zip Code)
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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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Common Stock, $.01 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES
TO BE REGISTERED
The description of the Common Stock, par value $.01 per share (the "Common
Stock") of Argosy Gaming Company (the "Company") contained in Company's
Amendment No. 3 to Registration Statement on Form S-1 (No. 33-55878) (the
"Registration Statement"), filed with the Securities and Exchange Commission on
February 17, 1993, under the heading "DESCRIPTION OF CAPITAL STOCK" on pages 55
and 56 of the Preliminary Prospectus contained therein is hereby incorporated by
reference pursuant to Rule 12b - 23 of the Securities Exchange Act of 1934.
ITEM 2. EXHIBITS
1. All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
2. "DESCRIPTION OF CAPITAL STOCK" pages from Registration Statement.<PAGE>
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SIGNATURES
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.
ARGOSY GAMING COMPANY
Registrant
By: /s/ Joseph G. Uram
Its: Chief Financial Officer
Dated: June 25, 1996
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EXHIBIT 2
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 60,000,085 shares
of Common Stock, $.01 par value per share ("Common Stock"), 85 shares of which
will be redeemable common stock (the "Redeemable Common Stock"), and 10,000,000
shares of Preferred Stock, $.01 par value per share ("Preferred Stock").
COMMON STOCK.
Holders of Common Stock are entitled to one vote per share on all matters
submitted to a vote of the Company's stockholders, including the election of
directors. Except as otherwise required by law or as provided in any resolution
adopted by the Board of Directors with respect to any series of Preferred Stock,
the holders of such shares will exclusively possess all voting power. Holders of
Common Stock do not have the right of cumulative voting for the election of
directors. Subject to the preferential rights of any outstanding series of
Preferred Stock, the holders of Common Stock will be entitled to such dividends
as may be declared from time to time by the Board of Directors from funds
legally available therefor, and will be entitled to receive pro rata all assets
of the Company available for distribution to such holders upon liquidation. No
shares of the Common Stock have any preemptive or conversion rights, or the
benefits of any sinking fund. The Redeemable Common Stock will be issued by the
Company in connection with the Reorganization pursuant to the advice of tax
counsel. The 85 shares of Redeemable Common Stock will be redeemable for their
par value, $.01 per share. Otherwise, they will be identical to all other shares
of Common Stock. After the Reorganization the Company anticipates holding the
Redeemable Common Stock in treasury. All of the shares offered hereby will be,
when issued and sold, validly issued, fully paid and nonassessable.
The Bylaws provide that any action that can be taken at a meeting of the
stockholders may be taken by written consent in lieu of meeting if the Company
receives consents signed by stockholders having the minimum number of votes that
would be necessary to approve the action at a meeting at which all shares
entitled to vote on the matter were present. This would enable the current
stockholders to take all actions required to be taken by the stockholders
without providing the other stockholders the opportunity to make nominations or
raise other matters at a meeting.
PREFERRED STOCK.
The Board of Directors has authority to establish the designations,
liquidation preferences, dividend rights, terms of redemption, conversion
rights, sinking fund terms and all other preferences and rights (including
voting rights) of any series of Preferred Stock. The Board of Directors, without
stockholder approval, can issue Preferred Stock with voting and conversion
rights which could adversely affect the voting power and other rights of holders
of shares of Common Stock. The Board of Directors has no current
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EXHIBIT 2
plans to issue any shares or to designate any series of Preferred Stock. Any
designation and issuance of such shares could be used to dilute the stock
ownership of persons seeking to gain control of the Company and could
otherwise have the effect of delaying, deferring or preventing a change in
control of the Company.
DELAWARE LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS.
The Certificate and the Bylaws provide that the number of directors of the
Company will be fixed from time to time exclusively by the Board of Directors,
the Board of Directors will consist of not less than two nor more than thirteen
directors, and subject to any rights of holders of Preferred Stock of the
Company, if any, and unless the Board of Directors otherwise determines, a
majority of the directors then in office may fill any vacancies on the Board of
Directors. As described under "Management," the Certificate provides for a
classified Board of Directors. Under Delaware law, members of a classified Board
of Directors may be removed prior to end of their term by the stockholders only
for cause.
The provisions of Delaware law, the Certificate and the Bylaws summarized
above may tend to deter any potential unsolicited or hostile takeover attempt or
other efforts to obtain control of the Company and thereby deprive some
stockholders of opportunities to sell shares of the Company at higher than
market prices.
In addition, the gaming laws and regulations of Illinois and other
jurisdictions in which the Company may seek or obtain licenses contain
restrictions on the ability of a person or group to gain control over the stock
of a licensee without regulatory approval and may under certain circumstances if
the applicable regulatory body determines a stockholder does not meet certain
criterion, such stockholder may be required to divest his, her or its shares of
Common Stock. See "Risk Factors - Gaming Licensing, Regulation and Legalization"
and "Regulatory Matters."
TRANSFER AGENT AND REGISTRAR.
The Transfer Agent and Registrar for the Common Stock is the Harris Trust
and Savings Bank, Chicago, Illinois.
