AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1995.
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHOWBOAT, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0090766
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
2800 FREMONT STREET
LAS VEGAS, NEVADA 89104
(702) 385-9141
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JOHN N. BREWER, ESQ.
KUMMER KAEMPFER BONNER & RENSHAW
3800 HOWARD HUGHES PARKWAY
SEVENTH FLOOR
LAS VEGAS, NEVADA 89109
(702) 792-7000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: From time
to time after this 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, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. [X]
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same
offering [ ]
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box [ ]
CALCULATION OF REGISTRATION FEE
Title of each class of Amount to be Proposed Proposed Amount of
securities to be registered maximum maximum Registration
registered offering aggregate Fee
price per offering
Warrant or price(1)
Share(1)
COMMON STOCK, $1.00 PAR
VALUE 150,000(2) $23 3/4 $3,562,500 $1,250
WARRANTS TO PURCHASE
COMMON STOCKS 150,000(2) (3) (3) (3)
(1) Estimated solely for the purposes of calculating the
registration fee in accordance with Rule 457.
(2) 150,000 shares of common stock registered hereby and
issuable upon exercise of warrants ("Warrants") issued to
Selling Security Holders pursuant to Rule 416, any shares of
Common Stock issued under the Anti-dilution provisions of the
Warrants are deemed to be registered herewith.
(3) No Registration Fee required.
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 SECURITY 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>
SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 1995
PROSPECTUS
________, 1995
SHOWBOAT, INC.
150,000 Shares of Common Stock
This Prospectus relates to (i) warrants to purchase 150,000
shares of common stock (the "Warrants") of Showboat, Inc., a
Nevada corporation (the "Company"); and (ii) 150,000 shares (the
"Shares") of common stock, $1.00 par value (the "Common Stock"),
of the Company, issuable upon the exercise of the Warrants. The
Warrants and the Shares are being offered for sale, pursuant to
this Prospectus, from time to time, by or for the account of the
security holders named herein (the "Selling Security Holders").
See "Selling Security Holders." The Company will not receive any
of the proceeds of the offering, except for the receipt of the
exercise price of the Warrants upon exercise of the Warrants.
See "Use of Proceeds."
Each Warrant entitles its holder to purchase one share of
Common Stock of the Company at a price of $15.50. The exercise
price and the number of shares of Common Stock issuable upon the
exercise of each Warrant are subject to adjustment upon certain
events. The Warrants expire on May 6, 1999. The exercise price
of the Warrants will be payable, at the holder's option either in
cash, certified check or by surrender of debt or preferred equity
securities of the Company. In the alternative, each holder of
Warrants may exercise its right to receive Shares on a net basis,
without the exchange of any funds. See "Description of
Warrants."
The Selling Security Holders either directly, through agents
designated or to be designated from time to time by them, or
through underwriters or dealers, may sell the Warrants and Shares
from time to time on terms to be determined by the Selling
Security Holders at the time of sale. To the extent required by
applicable law, the specific amount of the Warrants and Shares
sold, the names of the Selling Security Holder, the respective
purchase price and public offering price, the name of such
agents, underwriters or dealers, and any applicable commission or
discount with respect to a particular offer will have to be set
forth in a Prospectus Supplement or an amendment to the
Registration Statement of which this Prospectus is a part. The
Selling Security Holders may also seek, to the extent permitted
by applicable laws, to sell the Warrants and Shares in
transactions under Rule 144 of the Securities Act of 1944, as
amended (the "Securities Act"). See "Selling Security Holders"
and "Plan of Distribution."
All expenses of this offering, other than commissions or
discounts of broker-dealers, will be borne by the Company. It is
estimated that such expense to be borne by the Company, including
accounting and legal fees) will approximate $21,750.
The Selling Security Holders and any broker-dealers, agents,
underwriters or dealers that participate with the Selling
Security Holders in the distribution of the Warrants and Shares
may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any
profit on the resale of the Warrants and Shares purchased by them
may be deemed to be underwriting commissions and discounts under
the Securities Act.
The Common Stock is listed on the New York Stock Exchange
(the "NYSE"). On September 6, 1995, the last reported sale price
of the Common Stock on the NYSE Composite Tape was $23 3/4. The
Warrants are not listed on any exchange.
<PAGE>
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
PROSPECTIVE INVESTORS SHOULD CONSIDER PRIOR TO AN INVESTMENT IN
THE SHARES.
NEITHER THE NEVADA GAMING COMMISSION, THE NEVADA STATE GAMING
CONTROL BOARD, THE NEW JERSEY CASINO CONTROL COMMISSION
NOR ANY OTHER GAMING REGULATORY AGENCY WITH
WHICH THE COMPANY IS LICENSED OR HAS APPLIED
FOR A LICENSE, HAS PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS OR THE
INVESTMENT MERIT OF THE SECURITIES
OFFERED HEREBY. ANY REPRESENTATION
TO THECONTRARY IS UNLAWFUL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMIS-
SION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN
THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING MADE HEREBY. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING SECURITY HOLDERS, OR ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY IN
ANY JURISDICTION IN WHICH OR TO ANY PERSON TO WHOM IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCE, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN
IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational reporting
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at
the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549; at the New York Regional Office of the Commission, 7
World Trade Center, 13th Floor, New York, New York 10048; and at
the Chicago Regional Office of the Commission, Citicorp Center,
500 West Madison Street, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Company's Common Stock is listed on the
NYSE. Reports, proxy statements, and other information
concerning the Company may be inspected at the offices of the
NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act, with respect to the Warrants and the Shares
offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the
exhibits thereto, certain portions which have been omitted as
permitted by the regulations of the Commission. Statements
contained in this Prospectus or in any document incorporated by
reference as to the contents of any contract or other documents
referred to herein or therein are not necessarily complete and,
in each instance, reference is made to the copy of such documents
filed as an exhibit to the Registration Statement or such other
documents, which may be obtained from the Commission at its
principal office in Washington, D.C., upon payment of the fees
prescribed by the Commission. Each such statement is qualified
in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the
Company with the Commission, are hereby incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the Year Ended
December 31, 1994 (File No. 1-7123);
(ii) The Company's Quarterly Reports on Form 10-Q for the
Quarters Ended March 31, 1995 and June 30, 1995 (File No.
1-7123); and
(iii) The Company's Current Report on Form 8-K dated
March 31, 1995 (File No. 1-7123).
In addition, each document filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(b) of the Exchange Act subsequent
to the date of this Prospectus and prior to termination of the
offering of securities made hereby shall be deemed to be
incorporated by reference into this Prospectus and to be a part
hereof from the date such document is filed.
Any statement contained herein, or any document, all or a
portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded
for purposes of the Registration Statement and this Prospectus to
the extent that a statement contained herein, or in any
subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
part of the Registration Statement or this Prospectus. All
information appearing in this Prospectus is qualified in its
entirety by the information and financial statements (including
<PAGE>
notes thereto) appearing in the documents incorporated herein by
reference. This Prospectus incorporates documents by reference
which are not presented herein or delivered herewith. These
documents (other than exhibits thereto) are available without
charge, upon written or oral request by any person to whom this
Prospectus has been delivered, from H. Gregory Nasky, Secretary,
Showboat, Inc., 2800 Fremont Street, Las Vegas, Nevada 89104
(telephone (702) 385-9141).
<PAGE>
THE COMPANY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE
REQUIRES, THE "COMPANY" OR "SHOWBOAT" REFERS TO SHOWBOAT, INC.
AND ITS SUBSIDIARIES. SEE "RISK FACTORS" FOR FACTORS A
PROSPECTIVE INVESTOR SHOULD CONSIDER IN EVALUATING THE COMPANY
BEFORE PURCHASING THE SHARES OR WARRANTS.
Showboat owns and operates the Atlantic City Showboat and
the Las Vegas Showboat. In addition to its existing facilities,
Showboat maintains an active development program to identify and
develop gaming opportunities in existing and emerging gaming
venues. Showboat has announced expansion opportunities in
Sydney, Australia, East Chicago, Indiana and St. Louis, Missouri.
Showboat generated income from operations of consolidated
subsidiaries before depreciation and amortization plus equity in
earnings from all unconsolidated subsidiaries of $80.2 million,
$68.7 million and $68.5 million during the years ended December
31, 1994, 1993 and 1992, respectively.
Showboat's marketing and operating strategy is to develop a
high volume of traffic through its casinos, emphasizing slot
machine play. The Atlantic City Showboat targets the drive-in
customer by providing competitive games and excellent service in
an attractive and convenient facility. Customers are attracted
to the Las Vegas Showboat by competitive slot machines, bingo,
moderately priced food and accommodations, a friendly "locals"
atmosphere and a 106-lane bowling center. The Atlantic City
Showboat was voted "best casino" in 1995 for the second straight
year by the readers of the Southern New Jersey COURIER POST, and
the Las Vegas Showboat was voted "best in Las Vegas" for slot
machines, video poker, bingo, keno and bowling in 1994 by the
readers of the LAS VEGAS REVIEW JOURNAL. At future venues,
Showboat will modify its marketing strategies to maximize casino
revenues by focusing on a specific venue's unique location and
demographics.
Showboat's development strategy is to identify new and
existing gaming opportunities with strong demographics, in
attractive and accessible locations, and which Showboat believes
will meet or exceed Showboat's return on investment objectives.
In 1993, Showboat created a Development and Management Services
Division to investigate and secure new properties in the United
States and around the world. Showboat's Development and
Management Services Division also provides management services to
support new facilities upon opening, including human resources,
marketing, design and construction, management information
systems, regulatory compliance and operating and financial
services.
THE ATLANTIC CITY SHOWBOAT
Since March 30, 1987, Showboat has operated the Atlantic
City Showboat fronting the Boardwalk in Atlantic City, New
Jersey. The Atlantic City Showboat is located at the eastern end
of the Atlantic City Boardwalk on approximately 13 acres. Access
to the Atlantic City Showboat's four-story podium, which houses
the casino and a 20-story hotel tower, is provided by two main
entrances, one on the Boardwalk and one on Pacific Avenue, which
runs parallel to the Boardwalk. Adjacent to the casino, is a
newly constructed 17-story hotel tower containing 284 hotel
rooms. The Atlantic City Showboat has been designed to promote
ease of customer access to the casino and all other public areas
of the casino hotel.
The Atlantic City Showboat contains two public levels. Two
pairs of large escalators directly accessible from the two ground
level entrances and six elevators provide easy access to the
second level. Public areas located on the ground level, in
addition to the approximately 95,000 square feet of gaming space,
include a show lounge, five restaurants, two cocktail lounges, a
pizza snack bar, an ice cream parlor and two shops. Public areas
located on the second level include a buffet, a coffee shop, a
private Players Club, a beauty salon, a health spa, approximately
2,000 square feet of space for video games, approximately 27,000
square feet of meeting rooms, convention, board room and
<PAGE>
exhibition space and the 60-lane bowling center, including a
snack bar and cocktail lounge.
The casino features approximately 3,000 slot machines, 116
table games, a horse race simulcast facility, and a keno
facility. The 20-story hotel tower features 516 guest rooms and
the adjacent 17-story hotel tower features 284 guest rooms. Many
of the guest rooms in both towers have a view of the ocean.
Included in the number of guest rooms are 59 suites, 40 of which
have ocean-front decks. A nine-story parking garage is located
on-site at the Pacific Avenue entrance. The facility provides
self-parking for approximately 2,000 cars and a 14-bus depot
integrated within the casino podium. In addition, on-site
underground parking accommodates valet parking for approximately
500 cars. Two stories of the four story podium are occupied by
kitchens, storage for food and other perishables, surveillance
and security areas, an employee cafeteria, computer equipment and
executive and administrative offices.
The Atlantic City Showboat recently completed a three-phase,
$91.3 million expansion project which made the facility one of
the largest casinos in Atlantic City by adding 20,000 square feet
of casino space. The expansion also included the construction of
the new 284-room hotel tower.
Adjacent to the Atlantic Showboat is the Taj Mahal Casino
Hotel (the "Taj Mahal"). The Taj Mahal is the largest casino in
Atlantic City and is connected to both the Atlantic City Showboat
and Merv Griffin's Resorts International Casino Hotel by
pedestrian passageways. These three properties form an "uptown
casino complex" in which patrons can pass from property to
property, either on the ocean-front Boardwalk or through the
pedestrian connectors.
THE LAS VEGAS SHOWBOAT
The Las Vegas Showboat includes an approximately 78,000
square foot casino centrally located in a 453-room 18-story
hotel, featuring a 106-lane bowling center, a buffet, a coffee
shop, a 1,300-seat bingo parlor garden, a showroom and two
specialty restaurants. The casino features approximately 1,900
slot machines, 31 table games and a keno facility. In addition,
8,300 square feet of meeting room area is available with a
seating capacity of 1,000 persons. Showboat also owns and
operates a 33-room motel directly across from the hotel. The Las
Vegas Showboat covers approximately 26 acres and is approximately
two and one-half miles from the hotel casinos located in downtown
Las Vegas or on the "Strip."
Showboat has commenced an $18.5 million renovation of the
Las Vegas Showboat which will improve the quality of the casino
space and which Showboat believes will improve its competitive
position. Approximately 30,000 square feet or 40% of the casino
space has been closed due to the renovation, which closure will
cause a significant disruption in operations and earnings at the
Las Vegas Showboat.
The Las Vegas Showboat sponsors a variety of special events
designed to produce a high volume of traffic through the casino.
The Las Vegas Showboat had sponsored events such as the
Professional Bowlers Association tour and Superstar Bingo, a high-
stakes bingo game, and provided the site for the annual High
Rollers Million Dollar Bowling Tournament. The Las Vegas
Showboat also regularly hosts small conventions and groups. In
addition, the Las Vegas Showboat provides a slot club, the
Officer's Club, which is designed to attract and reward frequent
slot players at the Las Vegas Showboat.
<PAGE>
EXPANSION OPPORTUNITIES
Showboat is actively pursuing expansion opportunities in
emerging gaming markets throughout the United States and
internationally, including land-based casinos, riverboats and
Native American gaming. Announced expansion opportunities
include:
SYDNEY, NEW SOUTH WALES, AUSTRALIA
The New South Wales Casino Control Authority selected Sydney
Harbour Casino Pty Limited ("SHCP"), a subsidiary of Sydney
Harbour Casino Holdings ("SHCL"), a corporation in which Showboat
currently owns 26.3% of the equity, as the licensee to develop,
construct and operate the single full-service casino with slot
machines and table games in New South Wales, Australia. The
casino license has a term, subject to earlier termination, of 99
years, and provides to SHCP the exclusive right to operate a full-
service casino in New South Wales for 12 years commencing upon
the opening of its temporary casino.
The Sydney Harbour Casino will begin operations in a
temporary casino which will be located at Pyrmont Bay on Wharves
12 and 13 in an existing building which will be renovated to
permit the operation of a casino. The temporary casino is
anticipated to open in September 1995 and is expected to contain
approximately 500 slot machines, 150 table games (30 of which are
expected to be located in a private gaming room) and, subject to
certain approvals, keno. Additional amenities are expected to
include cocktail lounges, specialty restaurants, retail shops and
on-site parking for 428 cars.
The permanent Sydney Harbour Casino is expected to be open
in early 1998. Based on the maximum allowable number of table
games, the permanent Sydney Harbour Casino will rank as one of
the largest casinos in the world. The Sydney Harbour Casino will
be located less than one mile from the Sydney central business
district on an eight-acre waterfront site on Pyrmont Bay next to
Darling Harbour. The Sydney Harbour Casino will feature
approximately 136,000 square feet of casino space, including an
approximately 20,000 square foot private gaming area to be
located on a separate level which will target a premium
clientele. The Sydney Harbour Casino will have approximately
1,500 slot machines and 200 table games, including 20 slot
machines and 30 table games in the private gaming area. The
Sydney Harbour Casino will also contain 14 restaurants, 12
cocktail lounges, a deluxe 2,000-seat lyric theater, a 700-seat
cabaret style theater and extensive public areas. The Sydney
Harbour Casino complex will include a 352-room hotel tower and an
adjacent condominium tower containing 139 privately owned luxury
units with full hotel services. The complex will also include
extensive retail facilities, a station for Sydney's proposed
light rail system, a bus terminal, docking facilities for
commuter ferries and parking for approximately 2,500 cars.
EAST CHICAGO, INDIANA
On January 31, 1994, the Showboat Marina Partnership, an
Indiana general partnership ("SMP"), was formed by Showboat
Indiana Investment Limited Partnership, a Nevada limited
partnership ("Showboat Indiana") and Waterfront Entertainment and
Development, Inc., an Indiana corporation ("Waterfront"), for the
purpose of applying for a riverboat gaming license, designing,
constructing, owning and operating a riverboat casino ("East
Chicago Riverboat") and related facilities in East Chicago,
Indiana. SMP is owned 55% by Showboat Indiana and 45% by
Waterfront. The East Chicago Riverboat will be located
approximately 20 minutes from downtown Chicago, Illinois and
approximately 3 miles from the Chicago city limits. The
Partnership anticipates that licensing hearings for SMP will
commence in the Fall of 1995 with an anticipated commencement of
gaming operations in late 1996.
<PAGE>
SMP expects to award a construction contract to construct
the East Chicago Riverboat and related facilities immediately
following the issuance of the certificate of suitability by the
Indiana Gaming Commission and receipt of necessary approvals to
commence construction. The Army Corps of Engineers denied and
returned for further modification SMP's application for the East
Chicago Project. Preliminary plans for the East Chicago
Riverboat contemplated an approximately 55,800 square feet of
casino space on two levels and will feature approximately 2,000
slot machines and 70 table games. The East Chicago Riverboat and
related facilities will cost approximately $170 million. Subject
to available resources, Showboat expects to invest approximately
$35 million. Under the current limited partnership agreement
Showboat will receive a 12% preferred return on its investment
prior to additional partnership distribution.
ST. LOUIS, MISSOURI
On May 1, 1995, the Southboat Limited Partnership, a
Missouri limited partnership ("SLP"), was formed by Showboat
Lemay, Inc., a Nevada corporation wholly-owned by Showboat, and
Futuresouth, Inc., an unrelated Missouri corporation
("Futuresouth") for the purpose of designing, developing,
constructing, owning and operating a riverboat casino (the
"Southboat Casino") and related facilities (collectively, the "
Southboat Project") to be located on approximately 29 acres at
the southernmost portion of the St. Louis County Port Authority
Site on the Missouri River near Lemay, Missouri. The Southboat
Project is intended to contain a multi-level gaming and
entertainment facility within a New Orleans-themed barge complex.
The SLP is owned 80% by Showboat Lemay, Inc., the sole general
partner, and 20% by Futuresouth, the sole limited partner. The
total cost of the Southboat Project is anticipated to be
approximately $115 million. Subject to available financial
resources, Showboat expects to invest approximately $22.4 million
in the SLP and will help the SLP obtain the remaining amount
through debt financings. In the event SLP is granted a gaming
license, it will commence gaming operations approximately one
year following the licensing hearings.
Showboat or an affiliate of Showboat shall provide
management services to the Southboat Project in exchange for a
management fee of 5 1/4% of the net gaming revenues of the
Southboat Project, 2% of gross food and beverage revenue of the
Southboat Project and an additional incentive fee of 20% of all
earnings before interest expense, income taxes, property taxes,
ground lease rent, capital lease rent, depreciation and
amortization in excess of $30 million.
The Company's principal executive offices are located at
2800 Fremont Street, Las Vegas, Nevada 89104. The telephone
number is (702) 385-9141.
<PAGE>
RISK FACTORS
EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER THE
FOLLOWING FACTORS, AMONG OTHERS, IN EVALUATING THE COMPANY BEFORE
PURCHASING THE SHARES OR WARRANTS.
COMPETITION. The Atlantic City Showboat competes with 11
other casino hotels in Atlantic City containing, in the
aggregate, approximately 788,000 square feet of casino space and
approximately 8,400 rooms. In addition, the Atlantic City
Showboat competes with Foxwood's High Stakes Bingo and Casino on
the Mashantucket Pequot Indian Reservation in Ledyard,
Connecticut. Competition among casino hotels in Atlantic City is
intense. Casino hotels in Atlantic City generally compete on the
basis of promotional allowances, entertainment, advertising,
service provided to patrons, caliber of personnel, attractiveness
of the hotel and casino areas and related amenities.
The Las Vegas Showboat competes generally with approximately
130 casinos in Clark County, Nevada, which includes the cities of
Las Vegas, Henderson, Laughlin and Mesquite. Competition among
casinos in Clark County is intense. The Company has experienced
increased competition from new and existing Las Vegas hotel
casinos which have also sought to attract slot machine players
and Las Vegas-area residents, including construction of a new
hotel casino and renovation of another hotel casino which are
located on Boulder Highway near the Las Vegas Showboat. The
Company anticipates continuing increased competition for these
customers.
The Company believes that the growing legalization of casino
gaming in states other than New Jersey and Nevada, including
Colorado, Connecticut, Illinois, Iowa, Indiana, Louisiana,
Mississippi, Missouri, and South Dakota, and on various Indian
reservations has not to date had a material adverse impact on its
operations. The legalization of casino and other gaming venues
in states close to Nevada, particularly California, or in or near
New Jersey, particularly Delaware, Maryland, New York or
Pennsylvania, may have a material adverse effect on the Company's
business. Gaming legislation has been introduced, but not
passed, in Pennsylvania and has received an initial approval in
New York.
The Company expects that many riverboat casinos, land-based
casinos, and Indian gaming will be licensed eventually throughout
the United States. Moreover, each announced opportunity will
compete with other nearby gaming operations. See "The Company -
Expansion Opportunities." Some of these gaming operations may be
owned by companies that are larger and have significantly greater
financial and other resources than the Company. Given these
factors, it is possible that substantial competition will arise
which could adversely affect the Company's existing and proposed
operations. The Company's ability to maintain its competitive
position may require the expenditure of significant funds on an
ongoing basis at all of its casino properties.
NEW GAMING JURISDICTIONS AND EXPANSION OPPORTUNITIES. The
Company is actively pursuing potential gaming opportunities in
certain jurisdictions where gaming has recently been legalized,
as well as jurisdictions where gaming is not yet, but is expected
soon to be legalized. There can be no assurance that legislation
to legalize gaming will be enacted in any additional
jurisdictions, that any properties in which the Company may have
invested will be compatible with any gaming legislation so
enacted, that legalized gaming will continue to be authorized in
any jurisdiction or that the Company will be able to obtain the
required licenses in any jurisdiction.
Furthermore, competition for the development of new gaming
opportunities has intensified as established and newly organized
gaming companies compete for a limited number of sites and
licenses. There can be no assurance that attractive
opportunities to develop new gaming operations will be available
to the Company.
The Company may invest in real property related to potential
gaming opportunities. Such investments are subject to the risks
generally incident to the ownership of real property, including
changes in economic conditions, environmental risks, governmental
<PAGE>
regulations and other circumstances over which the Company may
have little or no control. There can be no assurance that the
Company will be able to recover its investment in any such
property.
LEVERAGE AND DEBT SERVICE. As of June 30, 1995, the Company
had long-term obligations of approximately $392.2 million,
inclusive of current maturities, and total stockholders' equity
of approximately $158.9 million.
The Company has significant interest expense. The Company's
ratio of earnings to fixed charges was 1.7 to 1 and 1.5 to 1
for the year ended December 31, 1994 and the six months ended
June 30, 1995, respectively. The Company's ability to satisfy
its obligations is dependent upon its future performance, which
will be subject to prevailing economic conditions and to
financial, business and other factors, including factors beyond
the control of the Company, affecting business operations of the
Company. If the Company is unable to generate sufficient cash
flow from operations in the future, it may be required to
refinance all or a portion of its existing debt or to obtain
additional financing. There can be no assurance that any such
refinancing would be possible or that any additional financing
could be obtained on terms that are favorable or acceptable to
the Company.
SYDNEY HARBOUR CASINO - RISK OF CONSTRUCTION DELAYS
LITIGATION. The Sydney Harbour Casino is currently being
constructed at a total cost, including licensing fees, of
approximately A$1.2 billion. The Company invested A$135.0
million in Sydney Harbour Casino. The construction of the Sydney
Harbour Casino will be subject to the risks of delay and higher
expenses to which construction projects of this type are exposed
due to factors such as shortage of materials or skilled labor,
structural engineering, environmental and/or geological problems,
work stoppages and weather interference. Accordingly, there can
be no assurance that the Sydney Harbour Casino will be completed
or completed in a timely manner and within budget.
Following the receipt of the gaming license in New South
Wales, Australia, Darling Harbour Casino Limited ("DHCL")
initiated legal proceedings in both the Land & Environment Court
of the State of New South Wales and the Administrative Law
Division of the Supreme Court. The action in the Land &
Environment Court sought to invalidate the approved development
plans for the casino and this action was dismissed in April 1995.
DHCL has filed a notice of appeal of the dismissal. The action
in the Supreme Court seeks to nullify the issues of the casino
license. Sydney Harbour Casino intends to virorously defend
these actions. However, no assurance can be given regarding the
eventual outcome of either lawsuit.
RISKS OF POTENTIAL DISRUPTIONS FROM CONSTRUCTION.
Construction on the $18.5 million renovation and expansion of the
Las Vegas Showboat began during 1995 and will take approximately
6 months to complete. The construction of the renovation and
expansion project will disrupt casino operations and will
require, that a significant portion of the casino area be
temporarily closed. The resulting loss of casino revenues could
be significant. Any significant disruption in casino operations,
could have a material adverse effect on the Company's business
and results of operations.
TAXATION. The Company believes that the prospect of
significant additional revenue is one of the primary reasons that
jurisdictions have legalized gaming. As a result, gaming
companies are typically subject to significant taxes and fees in
addition to normal federal and state income taxes, and such taxes
and fees are subject to increase at any time. The Company pays
substantial taxes and fees with respect to its operations and
will likely incur similar burdens in any other jurisdiction in
which it may conduct gaming operations in the future. In
addition, there have been suggestions from time to time to tax
all gaming establishments at the federal level. Any increase in
the Company's tax rates would adversely affect the Company.
<PAGE>
LOSS OF A RIVERBOAT FROM SERVICE. A riverboat, such as the
proposed East Chicago and St. Louis Riverboats, could be lost
from service for a variety of reasons, including casualty,
mechanical failure or extended or extraordinary maintenance or
inspection. U.S. Coast Guard regulations require a hull
inspection for all riverboats at five-year intervals. To comply
with this inspection requirement, which could take a substantial
amount of time, the riverboats, that the Company operates in the
future must be taken to a U.S. Coast Guard approved dry docking
facility.
HOTEL/GAMING BUSINESS. The Company is subject to the risks
inherent in the hotel and gaming operations business. Gaming
activity can vary significantly as a result of a number of
factors, including the competitive environment, hotel occupancy
rate, and general economic conditions, and is subject to
substantial governmental regulation. See "Regulatory Matters."
Additionally, hotel and gaming operations are subject to the
imposition of special taxes or assessments by regulatory bodies.
Any new tax or assessment may have an adverse impact on the
Company's operations.
REGULATORY MATTERS. The ownership and operation of the Las
Vegas Showboat, the Atlantic City Showboat and other gaming
facilities which may be operated by the Company in the future are
subject to extensive regulation by state and local gaming
authorities in Nevada, New Jersey, and in other states and
foreign countries the Company may conduct business in the future
(collectively, the "Gaming Authorities"). The Company may be
required to disclose to the Gaming Authorities, upon request, the
identities of the Company's securityholders. The Gaming
Authorities may, in their discretion, (i) require securityholders
of the Company to file applications in states in which the
Company does business; (ii) investigate such securityholders; and
(iii) require such securityholders to be found suitable or
qualified to own such securities. Pursuant to the regulations of
the Gaming Authorities, the Company may be sanctioned, including
the loss of its approvals, if, without prior approval of the
Gaming Authorities, it (i) pays to the unsuitable or unqualified
person any dividend, interest or other distribution;
(ii) recognizes any voting right by such unsuitable or
unqualified person in connection with the securities; (iii) pays
the unsuitable or unqualified person remuneration in any form; or
(v) makes any payments to the unsuitable or unqualified person by
way of principal, redemption, conversion, exchange, liquidation,
or similar transaction.
DEVELOPMENT OF NEW FACILITIES. The development of any
significant new venture which requires the Company to make a
substantial capital investment may require additional debt or
equity financing. There can be no assurance that the cash flow
generated by the operations of the Company or any other new
venture will be sufficient to service any additional debt which
may be incurred in connection therewith. In addition there can
be no assurance that additional financing can be obtained which
is acceptable to the Company.
The opening of any new facility, such as the Sydney Harbour
Casino, or expansion of an existing facility will be contingent
upon the completion of construction, hiring and training of
experienced management and sufficient personnel and receipt of
all regulatory licenses, permits, allocations and authorizations.
The scope of the approvals required to construct and open a new
facility or expand an existing facility may be extensive, and the
failure to obtain such approvals could prevent or delay the
completion of construction or opening of all or part of such
facilities or otherwise affect the design and features of the
project. Major construction projects, such as the Sydney Harbour
Casino or another new casino development, entail significant
risks, including management's ability to control and manage such
projects effectively, shortages of materials or skilled labor,
engineering, environmental or regulatory problems, work
stoppages, weather interference and unanticipated cost increases.
Accordingly, there can be no assurance that any project,
including the Sydney Harbour Casino, will be completed on time or
within budget or that unanticipated delays or cost increases will
not have a material adverse effect on any project.
<PAGE>
The Company is pursuing a number of gaming opportunities.
In many cases, the Company is competing against other gaming
companies, some of which may have greater financial resources.
There can be no assurance that these opportunities will be
realized by the Company. The Company reserves the right to cease
pursuing any of the gaming opportunities at any time.
ABSENCE OF PUBLIC TRADING MARKET
The Warrants constitute a new issue of securities, have no
established trading market and may not be widely distributed.
The SEC has broad discretion to determine whether any
registration statement will be declared effective and may delay
or deny the effectiveness of any such registration statement
filed by the Company for a variety of reasons. Failure to have
the registration statement declared effective could adversely
affect the liquidity and price of the Warrants. If a market does
develop, the price of the Warrants may fluctuate and liquidity
may be limited. If a market for the Warrants does not develop,
purchasers may be unable to resell such securities for an
extended period of time, if at all.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the
sale of the Warrants and Shares which are being sold by the
Selling Security Holders. Any proceeds from the exercise of the
Warrants, to the extent that the Warrants are exercised, will be
used by the Company for general corporate purposes.
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Company's Common Stock has been listed on the NYSE since
May 30, 1984 under the symbol "SBO." The range of high and low
sales prices per share as reported on the NYSE Composite Tape,
and the dividends declared by the Company, for each quarter in
1993, 1994 and 1995 are as follows:
Dividends
High Low declared
Year ended December 31, 1993
Quarter ended March 31, 1993 24 5/8 15 3/8 .025
Quarter ended June 30, 1993 24 3/8 17 5/8 .025
Quarter ended September 30, 1993 21 1/2 15 3/8 .025
Quarter ended December 31, 1993 23 3/8 15 5/8 .025
Year ended December 31, 1994
Quarter ended March 31, 1994 21 16 1/4 .025
Quarter ended June 30, 1994 22 7/8 15 3/8 .025
Quarter ended September 30, 1994 17 7/8 13 1/8 .025
Quarter ended December 31, 1994 14 1/2 11 3/4 .025
Year ended December 31, 1995
Quarter ended March 31, 1995 15 3/4 13 1/2 .025
Quarter ended June 30, 1995 18 5/8 13 1/2 .025
Quarter ended September 30, 1995 24 17 1/2 .025
(through September 6, 1995)
On September 6, 1995, the closing price of the Company's
Common Stock on the New York Stock Exchange was 23 3/4. There
were approximately 1,796 holders of record of the Company's
Common Stock as of September 6, 1995.
The Company has paid quarterly dividends since 1970. The
declaration and payment of dividends is at the discretion of the
Board of Directors. The Board of Directors considers, among
other factors, the Company's earnings, financial condition and
capital spending requirements in determining the appropriate
dividend.
The Company and its subsidiaries are restricted in the
payment of cash, dividends, loans or other similar transactions
by the terms of Indentures executed by the Company in connection
with the issuance of (i) 9 1/4% First Mortgage Bonds Due 2008 and
(ii) 13% Senior Subordinated Notes Due 2009. See "Management's
Discussion and Analysis - Liquidity and Capital Resources" the
Company's 10-K for the year ended December 31, 1994.
SELLING SECURITY HOLDERS
The following table lists the names of the persons whose
Warrants and Shares are covered by this Prospectus (the "Selling
Security Holders"), and for each, the number of Warrants and/or
Shares beneficially owned at the commencement of the offering,
the number of Warrants and/or Shares being offered for sale and
the number of Warrants and/or Shares to be beneficially owned
after the offering. The columns "Number of Shares Owned at
Commencement of Offering" and "Number of Shares Being Offered"
include all of the Shares issuable upon exercise of the Warrants
held by each Selling Security Holder. An affiliate of the
Selling Security Holder, Donaldson, Lufkin & Jenrette Securities
Corporation (the "Underwriter"), has acted as an underwriter to
<PAGE>
the Company from time to time in connection with its public
offerings for over 10 years. An affiliate of the
Underwriter provided a standby bridge loan commitment to the
Company relating to the Company's investment in SHCL, for which
it received customary fees, [including the Warrants].
<TABLE>
<CAPTION>
Warrants Common Stock(1)
Number
of Number Number of
Warrants Number of Shares
Owned at of Warrants Owned at Number of
Commence- Warrants Owned Commence- Shares Number of
ment of Being After ment of Being Shares Owned
Selling Security Offering Offered Offering Offering Offered After Offering
Holder
<S> <C> <C> <C> <C> <C> <C>
DLJ Capital Corporation 93,686 93,686 0 93,686 93,686 0
Equitable Life 41,387 41,387 0 41,387 41,387 0
Assurance Society of
the United States
Equitable Variable Life 8,563 8,453 0 8,563 8,563 0
Insurance Company
DLJ First ESC LLC 6,364 6,364 0 6,364 6,364 0
<FN>
__________________________
(1)Beneficial ownership for each of the Selling Security Holders
does not exceed 1% of the outstanding common stock at the
commencement of the offering or after the offering.
</FN>
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The Warrants and Shares may be sold from time to time to
purchasers directly by any of the Selling Security Holders or,
alternatively, any of the Selling Security Holders may from time
to time offer the Warrants and Shares through dealers or agents,
who may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Security
Holders and/or the purchasers of the Warrant and Shares for whom
they may act as agent. Any discounts, commissions or concessions
received by any such dealers or agents and any profits on the
sale of Warrants and Shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
At any time a particular offer of Warrants and Shares is made, if
required by applicable law or regulations, a Prospectus
Supplement will have to be distributed which will set forth the
aggregate amount of Warrants and Shares being offered and the
terms of the offering, including the name or names of any dealers
or agents, any discounts, commissions and other items
constituting compensation from the Selling Security Holders and
any discounts, commissions or concessions allowed or paid to
dealers. Guidelines adopted by the National Association of
Securities Dealers, Inc. ("NASD") set forth the maximum
commission that any NASD member firm can receive in connection
with a distribution of any of the Warrants and Shares without
further clearance from the NASD. If required by applicable law
or regulations, a Prospectus Supplement and/or a post-effective
amendment to the Registration Statement of which this Prospectus
is a part will have to be filed with the Commission to reflect
the disclosure of additional information with respect to the
distribution of the Warrants and Shares, including, if
applicable, the factors used to determine the price of the
Warrants and Shares then being offered.
Subject to the preceding paragraph, the Warrants and Shares
may be sold from time to time in one or more transactions at a
fixed offering price, which may be changed, at varying prices
determined at the time of sale, or at negotiated prices. Such
prices will be determined by the Selling Security Holders or by
agreement between the Selling Security Holders and/or dealers.
The Shares are listed on the NYSE and may also be sold in
transactions on the NYSE. The Warrants are not listed on an
exchange and there is no public market for the Warrants. In
addition, the Warrants and Shares may be sold, to the extent
permitted, from time to time in transactions effected in
accordance with the provision of Rule 144 under the Securities
Act.
Upon applicable rules and regulations under the Exchange
Act, any person engaged in a distribution of the Warrants and
Shares may not bid for or purchase the Warrants and Shares until
after such person has completed his or her participation in such
distribution, including the period of nine business days prior to
the commencement of such distribution. In addition to and
without limiting the foregoing, the Selling Security Holders and
any other person participating in such distribution will be
subject to other applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without
limitation rules 10b-2, 10b-6, and 10b-7, which provisions may
affect the timing of purchases and sales of any of the Warrants
and Shares by the Selling Security Holders and any such other
person. All of the foregoing may affect the marketability of the
Warrants and Shares and the ability of any person or entity to
engage in market making activities with respect to the Warrants
and Shares.
Pursuant to prior agreements entered into with the Selling
Security Holders, the Company will pay substantially all of the
expenses incident to the registration, offering and sale of the
Warrants and Shares to the public, other than commissions and
discounts of dealers or agents.
<PAGE>
DESCRIPTION OF WARRANTS
The Warrants are issued in fully registered form under a
Warrant Agreement dated as of May 6, 1994 (the "Warrant
Agreement"), between the Company and DLJ Bridge Finance ("DLJ"),
an affiliate of the Selling Security Holders. A copy of the form
of the Warrant Agreement is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. The
following summary of certain provisions of the Warrant Agreement
does not purport to be complete and is subject, and is qualified
in its entirety by reference, to all the provisions of the
Warrants and the Warrant Agreement, including the definitions
therein of certain terms. All capitalized terms not otherwise
defined herein have the meanings assigned in the Warrant
Agreement.
EXERCISE OF WARRANTS
Each Warrant entitles the holder thereof to purchase one
share of Common Stock of the Company at a price of $15.50. The
exercise price and the number of shares of Common Stock issuable
upon the exercise of each Warrant are subject to adjustment. The
Warrants may be exercised at any time until 5:00 p.m. New York
City Time on May 6, 1999. The exercise price of the Warrants
will be payable at the holder's option either (i) in cash,
(ii) by certified check or official bank check payable to the
order of the Company, or (iii) by surrender of debt or preferred
equity securities of the Company having a principal amount or
liquidation preference, as the case may be, equal to the
aggregate exercise price to be paid. In the alternative, each
holder of Warrants may exercise its rights to receive Shares on a
net basis, such that, without the exchange of any funds, the
holder of Warrants receives that number of Shares otherwise
issuable upon exercise of its Warrants less that number of Shares
having an aggregate Quoted Price at the time of exercise equal to
the aggregate exercise price that would otherwise have been paid
by the holder of the Shares. The Warrants shall be exercisable,
at the option of the holders thereof, either in full or from time
to time in part (in whole shares).
PAYMENT OF TAXES
The Company shall pay all documentary stamp taxes
attributable to the initial issuance of Shares upon the exercise
of the Warrants; provided, however, the Company shall not be
required to pay any tax or taxes which may be payable in respect
of any transfer involved in the issuance of any certificates for
Warrants or any certificates for Shares in a name other than that
of the registered holder of a Warrant surrendered upon the
exercise of a Warrant.
STOCK EXCHANGE LISTING
The Company shall take all action which may be necessary so
that the Shares, immediately upon their issuance upon the
exercise of the Warrants, will be listed on the NYSE or other
principal securities exchanges and markets, if any, on which
other shares of Common Stock of the Company are listed.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES
The Exercise Price and the number of Shares issuable upon
the exercise of each Warrant are subject to adjustment from time
to time upon the occurrence of certain events.
ADJUSTMENTS FOR CHANGE IN CAPITAL STOCK
The exercise and the number of Shares of Common Stock
issuable upon exercise of the Warrants are subject to adjustment
in certain circumstances, including in the event of (a) the
payment of a stock dividend or distribution, the occurrence of a
stock split or reverse-split, the reclassification of Common
Stock or the reorganization, merger, or consolidation of the
Company; (b) the distribution to stockholders generally of
<PAGE>
evidence of indebtedness or assets of the Company or rights or
options to, or securities convertible into or exchangeable or
exercisable for, the same or (c) the issuance of Common Stock at
a price less the then current market value of the Common Stock or
rights or options to, or securities convertible into or
exchangeable or exercisable for, the same. No adjustment in the
exercise price need be made unless the adjustment would require
an increase or decrease of at least 1% in the exercise price of
the Warrant. Any adjustments that are not made shall be carried
forward and taken into account in any subsequent adjustment.
No adjustment need be made for a transaction if Warrant
holders agree to participate in the transaction on a basis and
with notice that the Board of Directors determined to be fair and
appropriate in light of the basis and notice on which the holders
of Common Stock participate in the transaction. No adjustment
need be made for rights to purchase Common Stock pursuant to the
Company's plan for reinvestment of dividends or interest.
Additionally, no adjustment need be made for a change in the par
value or no par value of the Common Stock. To the extent the
Warrants become convertible to cash, no adjustment need be made
thereafter as to the cash. Interest will not accrue on the cash.
CURRENT MARKET PRICE
The current market price per share of Common Stock on any
date is the average of the Quoted Prices of the Common Stock for
30 consecutive trading days commencing 45 trading days before the
date in question. The "Quoted Price" of the Common Stock is the
last reported sales price of the Common Stock as reported by the
NYSE, or if the Common Stock is listed on another securities
exchange, the last reported sales price of the Common Stock on
such exchange which shall be for consolidated trading if
applicable to such exchange, or as reported by NASDAQ, National
Market System, or if neither so reported or listed, the last
reported bid price of the Common Stock. In the absence of one or
more such quotations, the Board of Directors of the Company shall
determine the current market price on the basis of such
quotations as it in reasonable good faith considers appropriate.
REORGANIZATION OF THE COMPANY
If the Company consolidates or merges with or into, or
transfers or leases all or substantially all its assets to, any
person, upon consummation of such transaction the Warrants shall
automatically become exercisable for the kind and amount of
securities, cash or other assets which the holder of a Warrant
would have owned immediately after the consolidation, merger,
transfer or lease if the holder had exercised the Warrant
immediately before the effective date of the transaction.
Concurrently with the consummation of such transaction, the
corporation formed by or surviving any such consolidation or
merger if other than the Company, or the person to which such
sale or conveyance shall have been made, shall enter into a
supplemental Warrant Agreement so providing and further providing
for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for above. The successor
shall mail to Warrant holders a notice describing the
supplemental Warrant Agreement. If the issuer of securities
deliverable upon exercise of Warrants under the supplemental
Warrant Agreement is an affiliate of the formed, surviving,
transferee or lessee corporation, that issuer shall join in the
supplemental Warrant Agreement.
WHEN ISSUANCE OR PAYMENT MAY BE DEFERRED
In any case in which the Warrant Agreement shall require
that an adjustment in the Exercise Price be made effective as of
a record date for a specified event, the Company may elect to
defer until the occurrence of such event (i) issuing to the
holder of any Warrant exercised after such record date the Shares
and other capital stock of the Company, if any, issuable upon
such exercise over and above the Warrant Shares and other capital
stock of the Company, if any, issuable upon such exercise on the
basis of the Exercise Price and (ii) paying to such holder any
<PAGE>
amount in cash in lieu of a fractional share; PROVIDED, HOWEVER,
that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive
such additional Shares, other capital stock and cash upon the
occurrence of the event requiring such adjustment.
DESCRIPTION OF COMMON STOCK
The authorized Common Stock of the Company consists of
50,000,000 shares of Common Stock, $1.00 par value. All
outstanding Shares of Common Stock are fully paid and
nonassessable. The Shares that are to be sold hereby are fully
paid and nonassessable. All holders of Common Stock have the
right to cast one vote for each Share held of record on any
matter coming before the Security Holders for a vote. Security
Holders have no preemptive or subscription rights. There are no
conversion or redemption rights or sinking fund provisions with
respect to the Common Stock.
LEGAL MATTERS
Certain legal matters with regard to the validity of the
Warrants and Shares will be passed upon for the Company by Kummer
Kaempfer Bonner & Renshaw, Las Vegas, Nevada. H. Gregory Nasky,
of counsel to the law firm of Kummer Kaempfer Bonner & Renshaw,
is a Director and the Secretary of the Company.
EXPERTS
The consolidated financial statements and schedules of the
Company and its subsidiaries as of December 31, 1994 and 1993,
and for each of the years in the three-year period ended
December 31, 1994, included in the Company's Annual Report on
Form 10-K as filed with the Securities and Exchange Commission,
which are incorporated by reference herein and elsewhere in the
Registration Statement, have been included and incorporated by
reference herein and elsewhere in the Registration Statement in
reliance upon the reports of KPMG Peat Marwick LLP, independent
certified public accountants, included and incorporated by
reference herein and elsewhere in the Registration Statement, and
upon the authority of said firm as experts in accounting and
auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses set forth below will be borne
entirely by the Company:
ITEM AMOUNT
Securities and Exchange Commission Registration Fee $ 1,250
Blue Sky Fees 500
NASD Fees -0-
New York Stock Exchange Listing Fee -0-
Transfer Agents' Fees -0-
Legal Fees and Expenses 15,000
Accounting Fees and Expenses 5,000
Miscellaneous Expenses -0-
Total $21,750
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ARTICLES OF INCORPORATION. Section 78.037 of the Nevada
Revised Statutes and Article XI of the Company's Articles of
Incorporation contain provisions that eliminate or limit, in
certain situations, the personal liability of a director or
officer of the Company. The Articles of Incorporation provide
that a director or officer of the Company will not be personally
liable to the Company or its shareholders for breach of his
fiduciary duty as a director or officer, but Article XI does not
eliminate or limit the director's or officer's liability for: (i)
acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or (ii) the unlawful payment of
distributions.
BYLAWS. Section 78.751 of the Nevada Revised Statutes and
Article VIII of the Company's Bylaws contain provisions for the
indemnification of directors, officers, employees or agents of
the Company. The Company's Bylaws provide that the Company shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer, employee or agent of the Company or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Such indemnification may be
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner which the
individual reasonably believed to be in or not opposed to, the
best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful. Where the action or suit for
which indemnification is sought is one brought by or in the name
of the Company to procure a judgment in the Company's favor, no
indemnification shall be made in respect to any claim, issue, for
<PAGE>
matter as to which such person has been adjudged to be liable or
negligence or misconduct in the performance of such person's duty
to the Company unless and only to the extent that the court in
which such action or suit was brought shall determine upon
application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification,
despite the adjudication of liability.
The indemnification discussed above shall only be made where
a determination is made that such indemnification is proper in
the circumstances because such person has met the applicable
standard of conduct discussed above. Such determination is to be
made: (i) by the shareholders; (ii) by a majority vote of the
Board of Directors consisting of a quorum of disinterested
directors; (iii) if such a quorum of disinterested directors so
orders; or (iv) if such a quorum of disinterested directors
cannot be obtained, by independent legal counsel in a written
opinion.
To the extent that a director, officer, employee or agent of
the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding of the type discussed
above, the Bylaws state that such person shall be indemnified
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with such defense.
Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall be ultimately
determined that he is entitled to indemnification by the Company
as authorized by the Bylaws.
The indemnification described above does not exclude any
other rights to which a person seeking indemnification may be
entitled under any agreement, vote of shareholders or
disinterested directors under the Articles of Incorporation or
Bylaws, if amended to so provide in the future or otherwise, and
the above right shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, and administrators of such
person.
The Company's Bylaws also indemnify the spouses of the
Company's directors and officers for such director's or officer's
acts if such spouses were or are a party or threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding due to the fact that they are married to a director or
officer of the Company. Each spouse's indemnification rights are
governed by Article VIII of the Bylaws.
INDEMNIFICATION AGREEMENTS. The Company has entered into
indemnification agreements with each member of the Board of
Directors and certain officers of the Company (individually, an
"Indemnified Person"). The agreement provides that the Company
will hold harmless and indemnify such Indemnified Person in
certain specified instances and, in any event, to the fullest
extent authorized or permitted by law. However, no such
specified indemnity shall be paid by the Company if payment is
actually made to such Indemnified Person under an insurance
policy (except in the event that an award is in excess of the
insured amount, in which case the payment may be made for such
excess); aggregate losses do not exceed $1,000; the Indemnified
Person is indemnified by the Company otherwise than pursuant to
the indemnity agreement; a judgment is rendered against such
Indemnified Person for the payment of dividends or other
distributions in violation of Section 78.300 the Nevada Revised
Statutes, as amended; a judgment is rendered against such
Indemnified Person for "short swing" profits pursuant to
Section 16(b) of the Securities Exchange Act of 1934, as amended,
or similar state and local laws; such Indemnified Person's
conduct is finally adjudged by a court of competent jurisdiction
to have involved intentional misconduct, fraud or a knowing
violation of the law and such conduct was material to the cause
of action; a judgment is rendered against such person by a court
of competent jurisdiction, after exhaustion of all appeals
therefrom, and the court determines that such Indemnified Person
is not entitled to indemnity; or, except as otherwise provided in
<PAGE>
such agreement, the Indemnified Person initiates or maintains an
action against the Company or the Company's directors, officers,
employees or other agents.
All agreements and obligations of the Company contained in
the indemnity agreement shall continue during the period the
person is serving in such position and shall continue so long as
such person shall be subject to any possible claim or threatened,
pending or completed action, suit or proceeding.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION(1)
4.01 Specimen Common Stock Certificate for the Common Stock
of the Company is incorporated herein by reference from
the Company's Registration Statement under Form S-3
(Registration No. 33-54327) filed July 8, 1994, Part
II, Item 16, Exhibit 4.01.
4.02 Restated Articles of Incorporation of the Company dated
June 10, 1994 is incorporated herein by reference from
the Company's Registration Statement under Form S-3
(Registration No. 33-54327) filed July 8, 1994, Part
II, Item 16, Exhibit 4.01.
4.03 Restated Bylaws of the Company dated February 25, 1993
is incorporated herein by reference from the Company's
Annual Report on Form 10-K for the Year Ended
December 31, 1992, Part IV, Item 14(a)(3), Exhibit
3.02.
4.04 Indenture relating to the 9 1/4% First Mortgage Bonds
due 2008 is incorporated by reference from the Company's
Current Report on Form 10-K dated May 18, 1993, Item 5,
Exhibit 28.01.
4.05 Indenture relating to the 13% Senior Subordinated Notes
due 2009, including form of Note, is incorporated
herein by reference from the Company's Current Report
on Form 8-K dated August 10, 1994, Item 7(c), Exhibit
4.01.
4.06 Warrant Agreement dated May 6, 1994, by and between the
Company and DLJ Bridge Finance, Inc., including form of
Warrant Certificate, is incorporated herein by
reference 4 from the Company's Current Report on Form 8-
K dated August 10, 1994, Item 7(c), Exhibit 99.01.
5.01 Opinion and consent of Kummer Kaempfer Bonner & Renshaw
as to the legality of securities being registered.
24.01 Consent of Kummer Kaempfer Bonner & Renshaw, contained
in Exhibit 5.01.
24.02 Consent of the KPMG Peat Marwick.
25.01 Power of Attorney (see p. II-6).
------------------
(1) All exhibits which are incorporated by reference are incorporated
from the company's respective periodic reports, Securities and
Exchange Commision File No. 1-7123
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
Prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this registration statement as of the time it was declared
effective.
(2) For the purposes of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered
<PAGE>
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the security being registered hereby which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for
purposes 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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 the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of the registrant pursuant to the
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 of whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933
Act"); (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which
individually or in aggregate, represent a fundamental change in
the information set forth in the registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement; provided, however, that paragraphs (i)
and (ii) do not apply if the information required to be included
in a post-effective amendment by the paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference
in this registration statement.
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO
BELIEVE THAT IT MEETS ALL OF 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 LAS VEGAS, STATE OF NEVADA ON SEPTEMBER 6, 1995.
SHOWBOAT, INC.
By: /s/J.K. Houssels, III
J.K. HOUSSELS, III
President and Chief Executive
Officer
THE UNDERSIGNED DIRECTORS AND OFFICERS OF THE SHOWBOAT, INC.
HEREBY APPOINT LEANN SCHNEIDER OR JOHN N. BREWER AS ATTORNEY-IN-
FACT FOR THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, FOR
AND IN THE NAME, PLACE AND STEAD OF THE UNDERSIGNED, TO SIGN AND
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933 ANY AND ALL AMENDMENTS (INCLUDING POST-
EFFECTIVE AMENDMENTS) AND EXHIBITS TO THIS REGISTRATION STATEMENT
AND ANY AND ALL APPLICATIONS AND OTHER DOCUMENTS TO BE FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION PERTAINING TO THE
REGISTRATION OF THE SECURITIES COVERED HEREBY, WITH FULL POWER
AND AUTHORITY TO DO AND PERFORM ANY AND ALL ACTS AND THINGS
WHATSOEVER REQUISITE AND NECESSARY OR DESIRABLE, HEREBY RATIFYING
AND CONFIRMING ALL THAT SAID ATTORNEY-IN-FACT, 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,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURES TITLE DATE
Chairman of the Board September __, 1995
J.K. Houssels
/s/J.K. Houssels, III Director, President and September 6, 1995
J.K. Houssels, III Chief Executive Officer
/s/Leann Schneider Vice President-Finance, September 6, 1995
Leann Schneider Treasurer and Chief
Financial Officer
(Principal Accounting
Officer)
/s/William C. Richardson Director September 6, 1995
William C. Richardson
<PAGE>
Director September __, 1995
John D. Gaughan
/s/Jeanne Stewart Director September 6, 1995
Jeanne Stewart
/s/Frank A. Modica Director September 6, 1995
Frank A. Modica
Director, Executive Vice September __, 1995
H. Gregory Nasky President and Secretary
/s/George A. Zettler Director September 6, 1995
George A. Zettler
/s/Carolyn M. Sparks Director September 6, 1995
Carolyn M. Sparks
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER PAGE
4.01 Specimen Common Stock Certificate for the Common
Stock of the Company is incorporated herein by
reference from the Company's Registration
Statement under Form S-3 (Registration No. 33-
54327) filed July 8, 1994, Part II, Item 16,
Exhibit 4.01.
4.02 Restated Articles of Incorporation of the Company
dated June 10, 1994 is incorporated herein by
reference from the Company's Registration
Statement under Form S-3 (Registration No. 33-
54327) filed July 8, 1994, Part II, Item 16,
Exhibit 4.01.
4.03 Restated Bylaws of the Company dated February 25,
1993 is incorporated herein by reference from the
Company's Annual Report on Form 10-K for the Year
Ended December 31, 1992, Part IV, Item 14(a)(3),
Exhibit 3.02.
4.04 Indenture relating to the 9 1/4% First Mortgage
Bonds due 2008 is incorporated by reference from
the Company's Current Report on Form 10-K dated
May 18, 1993, Item 5, Exhibit 28.01.
4.05 Indenture relating to the 13% Senior Subordinated
Notes due 2009, including form of Note, is
incorporated herein by reference from the
Company's Current Report on Form 8-K dated August
10, 1994, Item 7(c), Exhibit 4.01.
4.06 Warrant Agreement dated May 6, 1994, by and
between the Company and DLJ Bridge Finance, Inc.,
including form of Warrant Certificate, is
incorporated herein by reference 4 from the
Company's Current Report on Form 8-K dated August
10, 1994, Item 7(c), Exhibit 99.01.
5.01 Opinion and consent of Kummer Kaempfer Bonner &
Renshaw as to the legality of securities being
registered.
24.01 Consent of Kummer Kaempfer Bonner & Renshaw,
contained in Exhibit 5.01.
24.02 Consent of the KPMG Peat Marwick.
25.01 Power of Attorney (see p. II-6).
September 7, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20001
Re: Showboat, Inc.
Registration Statement on Form S-3
Registration No. 33-_________
Gentlemen:
As counsel to Showboat, Inc., a Nevada corporation (the
"Company"), we are rendering this opinion in connection with the
registration by the Company of (i) warrants to purchase 150,000
shares of common stock (the "Warrants") of the Company; and (ii)
150,000 shares of common stock, $1.00 par value (the "Shares"),
of the Company, issuable upon the excercise of the Warrants, and
the proposed sale thereof.
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination and subject to the
limitations hereinabove provided, we are of the opinion that the
Company has the full power and authority under the laws of the
state of Nevada, and under its Articles of Incorporation and
Bylaws, as amended, to issue the Warrants and Shares; that the
Warrants have been legally issued, fully paid and are not
assessable; and that the Shares are validly authorized Shares of
Common Stock of the Company, and when issued upon the excercise
of, and in accordance with the terms of, the Warrants, will be
legally issued, fully paid and not assessable and not subject to
any preemptive or similar rights.
We hereby consent to the filing of the foregoing
opinion as an exhibit to the above-referenced Registration
Statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and to the use of our
name in such Registration Statement and in the related Prospectus
under the heading "Legal Matters."
Very truly yours,
KUMMER KAEMPFER BONNER & RENSHAW
JCJ:tsn
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Showboat, Inc.:
We consent to incorporation by reference in the registration statement
on Form S-3 of Showboat, Inc. of our report dated March 10, 1995, relating
to the consolidated balance sheets of Showboat, Inc. as of December 31, 1994
and 1993, and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1994, and the related schedule, which report appears in the
December 31, 1994 annual report on Form 10-K of Showboat, Inc. and to the
reference to our firm under the heading "Experts" in the prospectus.
Our report refers to a change in the method of accounting for income taxes.
KPMG Peat Marwick LLP
Las Vegas, Nevada
September 6, 1995
