FORM 8-A
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
SHOWBOAT, INC.
(Exact name of registrant as specified in charter)
Nevada 88-0090766
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
2800 Fremont Street, Las Vegas, Nevada 89104
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which each
to be so registered class is to be registered
13% Senior Subordinated Notes New York Stock Exchange
due 2009 in principal amount
of $120,000,0000
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [X]
[Added in Release No. 34-34922 (Par. 85,450), effective December
7, 1994, 59 F.R. 55342.]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box [ ] [Added in Release No. 34-
34922 (Par. 85,450), effective December 7, 1994, 59 F.R. 55342.]
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 information required for this item is incorporated
herein by reference from the Company's Prospectus (file number 33-
54325) filed with the Commission pursuant to Rule 424(b) on
August 3, 1994, registering the 13% Senior Subordinated Notes due
2009 in the principal amount of $120,000,000 ("Notes") with the
Securities and Exchange Commission.
ITEM 2. EXHIBITS
Exhibit
No. DESCRIPTION OF EXHIBIT
1. Restated Articles of Incorporation of the Company dated
June 28, 1985 is incorporated herein by reference from the
Company's Form 10-K for the year Ended December 31, 1988,
Part IV, Item 14(a)(3), Exhibit 3.01.
2. Restated Bylaws of the Company dated February 25, 1993 is
incorporated herein by reference from the Company's Form
10-K for the Year Ended December 31, 1993, Part IV, Item
14(a)(3), Exhibit 3.02.
3. Form of Indenture relating to the 13% Senior Subordinated
Notes due 1009 is incorporated herein by reference from
the Company's Form 8-K (file number 1-7123) filed August
23, 1994.
4. Specimen Note Certificate relating to the 13% Senior
Subordinated Notes due 1009, including guaranties of Ocean
Showboat, Inc., Atlantic City Showboat, Inc. and Showboat
Operating Company, is incorporated herein by reference
from the Company's Form 8-K (file number 1-7123) filed
August 23, 1994.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
SHOWBOAT, INC.
Date April 3, 1996 By /s/ John N. Brewer
John N. Brewer
Assistant Secretary
