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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM T-3/A
______________
FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER TRUST INDENTURE ACT OF 1939
BALLY ENTERTAINMENT CORPORATION
(Name of Applicant)
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631-3547
(Address of principal executive office)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED
TITLE OF CLASS AMOUNT
8% Convertible Senior Up to aggregate principal
Subordinated Debentures amount of $15,390,000
Approximate date of proposed public offering: June 7, 1995
Name and address of agent for service: With a copy to:
Carol Stone DePaul Mark D. Gerstein
Bally Entertainment Corporation Katten Muchin & Zavis
8700 West Bryn Mawr Avenue 525 West Monroe Street, #1600
Chicago, Illinois 60631-3547 Chicago, Illinois 60661-3693
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10. CONTENTS OF APPLICATION FOR QUALIFICATION.
This application for qualification comprises:
(a) Pages numbered 1 through 7 consecutively.
(b) A statement of eligibility and qualification of the New
Trustee on Form T-1, as amended.
(c) The following exhibits are in addition to those to be filed
as part of the statement of eligibility and qualification of
the New Trustee:
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<S> <C> <C>
T3A** Restated Certificate of Incorporation, as amended, of Bally Entertainment
Corporation, is incorporated herein by reference to the Company's
Registration Statement on Form S-8 dated December 13, 1994, registration
no. 33-56831.
T3B** By-laws of Bally Entertainment Corporation, as amended, are incorporated
herein by reference to the Company's Annual Report on Form 10-K, file no.
1-7244, for the year ended December 31, 1992.
T3C* Form of Indenture to be entered into between Bally Entertainment
Corporation and First Bank National Association, as Trustee, relating to
the New Debentures.
T3E.1* Form of Offering Circular and Consent Solicitation dated June 7, 1995.
T3E.2* Letter of Transmittal and Consent.
T3E.3* Notice of Guaranteed Delivery.
T3E.4* Letter to brokers.
T3E.5* Letter from brokers to clients.
T3E.6* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
T3F* Cross reference sheet (included as part of Exhibit T3C).
------------------
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* Previously filed.
** Incorporated by reference to the filing indicated.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, Bally Entertainment Corporation, a corporation organized and
existing under the laws of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized, and its
seal to be hereunto affixed and attested, all in the City of Chicago, and State
of Illinois, on the 30th day of June, 1995.
BALLY ENTERTAINMENT CORPORATION
By: Lee S. Hillman
--------------------------
a duly authorized signatory
Attest:
By: Carol Stone DePaul
-----------------------------
a duly authorized signatory
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM T-1
AS AMENDED
Statement of Eligibility and Qualification Under the
Trust Indenture Act of 1939 of a Corporation
Designated to Act as Trustee
FIRST BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
United States 41-0256895
(State of Incorporation) (I.R.S. Employer
Identification No.)
First Trust Center
180 East Fifth Street
St. Paul, Minnesota 55101
(Address of Principal Executive Offices) (Zip Code)
BALLY ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2512405
(State of Incorporation) (I.R.S. Employer
Identification No.)
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631
(Address of Principal Executive Offices) (Zip Code)
8% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE DECEMBER 15, 2000
(Title of the Indenture Securities)
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GENERAL
1. General Information Furnish the following information as to the Trustee.
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes
2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any
underwriter for the obligor is an affiliate of the Trustee, describe each
such affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's
knowledge the obligor is not in default under any Indenture for which the
Trustee acts as Trustee.
16. LIST OF EXHIBITS List below all exhibits filed as a part of this
statement of eligibility and qualification. Each of the exhibits listed
below is incorporated by reference from a previous registration numbered
33-90786.
1. Copy of Articles of Association.
2. Copy of Certificate of Authority to Commence Business.
3. Authorization of the Trustee to exercise corporate trust powers
(included in Exhibits 1 and 2; no separate instrument).
4. Copy of existing By-Laws.
5. Copy of each Indenture referred to in Item 4. N/A.
6. The consents of the Trustee required by Section 321(b) of the
act.
7. Copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority.
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NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee
has no reason to doubt the accuracy of any such information, it cannot accept
any responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, First Bank National Association, an Association organized and existing
under the laws of the United States, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested,
all in the City of Saint Paul and State of Minnesota on the 23rd day of June,
1995.
FIRST BANK NATIONAL ASSOCIATION
[SEAL]
/s/R. Prokosch
----------------
Richard Prokosch
Trust Officer
/s/T. Wirt
- -------------------
T. Wirt
Assistant Secretary
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EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, FIRST BANK NATIONAL ASSOCIATION hereby consents that reports
of examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: June 23, 1995
FIRST BANK NATIONAL ASSOCIATION
/s/ R. Proskosch
----------------
Richard Prokosch
Trust Officer
