EXHIBIT 4.04
LETTER OF TRANSMITTAL
SHOWBOAT MARINA CASINO PARTNERSHIP
SHOWBOAT MARINA FINANCE CORPORATION
Offer to Exchange
All Outstanding
13 1/2% Series A First Mortgage Notes Due 2003
Aggregate Principal Amount of $140,000,000 Outstanding
for
13 1/2% Series B First Mortgage Notes Due 2003
Pursuant to the Prospectus dated June ___, 1996
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME
ON ________, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON THE EXPIRATION DATE.
TO: AMERICAN BANK NATIONAL ASSOCIATION, EXCHANGE AGENT
BY HAND OR OVERNIGHT BY FACSIMILE: BY REGISTERED OR
COURIER: CERTIFIED MAIL:
(612) 229-6415
American Bank National American Bank
Association National Association
101 East 5th Street 101 East 5th Street
St. Paul, Minnesota St. Paul, Minnesota
55101 CONFIRM BY TELEPHONE 55101
Attention: Frank (612) 229-2600 Attention: Frank
Leslie Leslie
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER
THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges that he or she has received and
reviewed a prospectus dated June __, 1996 (the "Prospectus"), of
Showboat Marina Casino Partnership, an Indiana general
partnership, and Showboat Marina Finance Corporation, a Nevada
corporation (collectively the "Company"), and this Letter of
Transmittal (this "Letter"), which together constitute the
Company's offer (the "Exchange Offer") to exchange an aggregate
principal amount at maturity of up to $140,000,000 of 13 1/2%
Series B First Mortgage Notes due 2003 (the "New Notes") of the
Company for a like principal amount at maturity of the issued and
outstanding 13 1/2% Series A First Mortgage Notes due 2003 (the
"Old Notes" and together with the New Notes, the "Notes") of the
Company currently held by the Holders. Capitalized terms used
but not defined herein have the meanings given to them in the
Prospectus.
For each Old Note accepted for exchange and not validly
withdrawn, the Holder of such Old Note will receive a New Note
having a principal amount at maturity equal to that of the
surrendered Old Note. If (a) the Company fails to file any of the
registration statements required by the Registration Rights
Agreement on or before the date specified for such filing, (b)
any of such registration statements is not declared effective by
the Commission on or prior to the Effectiveness Target Date, or
(c) the Company fails to consummate the Exchange
Offer or file a shelf registration statement (if required) within
135 days of the Issuance Date, or (d) the shelf registration
statement or the Exchange Offer Registration Statement is
declared effective but thereafter ceases to be effective or
usable in connection with resales of Transfer Restricted
Securities during the periods specified in the Registration
Rights Agreement (each such event referred to in clauses (a)
through (d) above a "Registration Default"), then the Company
will pay Liquidated Damages to each Holder of Old Notes, with
respect to the first 90-day period immediately following the
occurrence of such Registration Default in an amount equal to
$.05 per week per $1,000 principal amount of Old Notes held by
such Holder. The amount of the Liquidated Damages will increase
by an additional $.05 per week per $1,000 principal amount of Old
Notes with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of
Liquidated Damages of $.50 per week per $1,000 principal amount
of Old Notes. All accrued Liquidated Damages will be paid by the
Company on each Damages Payment Date to the Global Note Holder by
wire transfer of immediately available funds or by federal funds
check and to Holders of certificated Old Notes by wire transfer
to the accounts specified by them or by mailing checks to their
registered addresses if no such accounts have been specified.
Following the cure of all Registration Defaults, the accrual of
Liquidated Damages will cease. Holders of New Notes, and, upon
consummation of the Exchange Offer or declaration of
effectiveness of a Shelf Registration Statement (provided such
Shelf Registration Statement remains effective for the requisite
period of time), Holders of Old Notes, will not be eligible to
receive Liquidated Damages.
The Company reserves the right, at any time or from time to
time, to extend the Exchange Offer at its discretion, in which
event the term "Expiration Date" shall mean the latest time and
date to which the Exchange Offer is extended. The Company shall
notify the Holders of the Old Notes of any extension by means of
a press release or other public announcement prior to 9:00 A.M.,
New York City time, on the next business day after the previously
scheduled Expiration Date.
This Letter is to be completed by a Holder of Old Notes
either if certificates are to be forwarded herewith or if a
tender of certificates for Old Notes, if available, is to be made
by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility") pursuant to the procedures set forth in the Prospectus
under "The Exchange Offer - Book-Entry Transfer." Holders of Old
Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or confirmation of the
book-entry tender of their Old Notes into the Exchange Agent's
account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to
the Exchange Agent on or prior to the Expiration Date, must
tender their Old Notes according to the guaranteed delivery
procedures set forth in the Prospectus under "The Exchange Offer
- - Guaranteed Delivery Procedures." See Instruction 1. Delivery
of documents to the Book-Entry Transfer Facility does not
constitute delivery to the Exchange Agent.
2
List below the Old Notes to which this Letter relates. If
the space provided below is inadequate, the certificate numbers
and principal amount at maturity of Old Notes should be listed on
a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES
1 2 3
Aggregate
Principal Principal
Name(s) and Address(es) of Certificate Amount at Amount at
Registered Holders(s) Number(s)<F1> Maturity Maturity
(Please fill in, if blank) of Old Tendered<F2>
Notes
Total
<FN>
<F1> Need not be completed if Old Notes are being tendered by book-
entry transfer.
<F2> Unless otherwise indicated in this column, a holder will be
deemed to have tendered ALL of the Old Notes represented by the
Old Notes indicated in column 2. See Instruction 2. Old Notes
tendered hereby must be in denominations of principal amount at
maturity of $1,000 and any integral multiple thereof. See
Instruction 1.
</FN>
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-
ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE
AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE
FOLLOWING:
Name of Tendering Institution
Account Number Transaction Code Number
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE
EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s)
Window Ticket Number (if any)
Date of Execution of Notice of Guaranteed Delivery
Name of Institution which guaranteed delivery
IF DELIVERY BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number Transaction Code Number
3
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
Address:
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange
Offer, the undersigned hereby tenders to the Company the
aggregate principal amount at maturity of Old Notes indicated
above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby
sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Old Notes as
are being tendered hereby.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign
and transfer the Old Notes tendered hereby and that the Company
will acquire good and unencumbered title thereto, free and clear
of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim when the same are accepted by the
Company. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent its agent and attorney-in-fact with
full power of substitution, for purposes of delivering this
Letter and the Old Notes to the Company. The Power of Attorney
granted in this paragraph shall be deemed irrevocable from and
after the Expiration Date and coupled with an interest. The
undersigned hereby further represents that any New Notes acquired
in exchange for Old Notes tendered hereby will have been acquired
in the ordinary course of business of the person receiving such
New Notes, whether or not such person is the undersigned, that
neither the Holder of such Old Notes nor any such other person is
engaged in, or intends to engage in, or has an arrangement or
understanding with any person to participate in, the distribution
(within the meaning of the Securities Act of 1933, as amended
(the "Securities Act")) of such New Notes and that neither the
Holder of such Old Notes nor any such person is an "affiliate" of
the Company within the meaning in Rule 405 ("Rule 405") under the
Securities Act.
The undersigned also acknowledges that this Exchange Offer
is being made by the Company in reliance on an interpretation by
the staff of the Securities and Exchange Commission (the "SEC"),
as set forth in no-action letters issued to third parties, that
the New Notes issued in exchange for the Old Notes pursuant to
the Exchange Offer may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such
holder that is an "affiliate" of the Company within the meaning
of Rule 405), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided
that such New Notes are acquired in the ordinary course of such
holders' business and such holders have no arrangement with any
person to participate in the distribution (within the meaning of
the Securities Act) of such New Notes. If the undersigned is not
a broker-dealer, the undersigned represents that it is not
engaged in, and does not intend to engage in, and has no
arrangement or understanding with any person to participate in, a
distribution (within the meaning of the Securities Act) of New
Notes. If the undersigned is a broker-dealer that will receive
New Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading
activities, it represents that the Old Notes to be exchanged for
New Notes were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it
will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes;
however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an
"underwriter" within the
4
meaning of the Securities Act. The undersigned acknowledges
that in reliance on an interpretation by the staff of the SEC, a
broker-dealer may fulfill his prospectus delivery requirements
with respect to the New Notes (other than a resale of an unsold
allotment from the original sale of the Old Notes) with the
Prospectus which constitutes part of this Exchange Offer.
The undersigned will, upon request, execute and deliver any
additional documents reasonably deemed by the Company to be
necessary or desirable to complete the sale, assignment and
transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees
in bankruptcy and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or
incapacity of the undersigned. The tender may be withdrawn only
in accordance with the procedures set forth in "The Exchange
Offer - Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled
"Special Issuance Instructions" below, please deliver the New
Notes (and, if applicable, substitute certificates representing
Old Notes for any Old Notes not exchanged) in the name of the
undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained as
the Book-Entry Transfer Facility. Similarly, unless otherwise
indicated under the box entitled "Special Delivery Instructions"
below, please send the New Notes (and, if applicable, substitute
certificates representing Old Notes for any Old Notes not
exchanged) to the undersigned at the address shown above in the
box entitled "Description of Old Notes."
5
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED
"DESCRIPTION OF OLD NOTES" ABOVE AND SIGNING THIS LETTER, WILL BE
DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX
ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if To be completed ONLY if
certificates for Old Notes not certificates for Old Notes not
exchanged and/or New Notes are exchanged and/or New Notes are
to be issued in the name of to be sent to someone other
and sent to someone other than than the person or persons
the person or persons whose whose signature(s) appear(s)
signature(s) appear(s) on this on this Letter below or to
Letter below, or if Old Notes such person or persons at an
delivered by book-entry address other than shown in
transfer which are not the box entitled "Description
accepted for exchange are to of Old Notes" on this Letter
be returned by credit to an above.
account maintained at the Book-
Entry Transfer Facility other
than the account indicated
above.
Mail: New Notes and/or Old
Notes
Issue: New Notes and/or Old
Notes
Name(s): Name(s):
(Please Type or Print) (Please Type or Print)
(Please Type or Print) (Please Type or Print)
Address: Address:
(Zip Code) (Zip Code)
(Complete Substitute Form W-9)
[ ] Credit unexchanged Old Notes
delivered by book-entry
transfer to the Book-Entry
Transfer Facility account
set forth below.
(Book-Entry Transfer Facility
Account Number, if applicable)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH
THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND
ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete Accompanying Substitute Form W-9)
Dated: , 1996
X , 1996
X , 1996
Signature(s) of Owner(s) Date
Area Code and Telephone Number
If a Holder is tendering any Old Notes,
this Letter must be signed by the
registered Holder(s) as the name(s)
appear(s) on the certificate(s) for the Old
Notes or by any person(s) authorized to
become registered Holder(s) by endorsements
and documents transmitted herewith. If
signature is by a trustee, executor,
administrator, guardian, officer or other
person acting in a fiduciary or
representative capacity, please set forth
full title. See Instruction 3.
Name(s):
(Please Type or Print)
Capacity:
Address:
(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 3)
Signature(s) Guaranteed by
an Eligible Institution:
(Authorized Signature)
(Title)
(Name and Firm)
Dated:
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
REGARDING THE EXCHANGE OF
13 1/2% SERIES B FIRST MORTGAGE NOTES DUE 2003 FOR THE
13 1/2% SERIES A FIRST MORTGAGE NOTES DUE 2003
OF
SHOWBOAT MARINA CASINO PARTNERSHIP
AND
SHOWBOAT MARINA FINANCE CORPORATION
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter is to be completed by Holders (which term, for
purposes of the Exchange Offer, includes any participant in the
Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Old Notes) either
if certificates are to be forwarded herewith or if tenders are to
be made pursuant to the procedures for delivery by book-entry
transfer set forth in the Prospectus under "The Exchange Offer -
Procedures for Tendering Old Notes." Certificates for all
physically tendered Old Notes, as well as this properly completed
and duly executed Letter (or manually signed facsimile hereof)
and any other documents required by this Letter, must be received
by the Exchange Agent at the address set forth herein prior to
5:00 p.m., New York City time, on the Expiration Date, or the
tendering Holder must comply with the guaranteed delivery
procedures set forth below. Old Notes tendered hereby must be in
denominations of principal amount at maturity of $1,000 and any
integral multiple thereof.
Any Holder using the procedures for book-entry transfer may
make book-entry delivery of the Old Notes by causing DTC to
transfer such Old Notes into the Exchange Agent's account in
accordance with DTC's procedures for such transfer. In
connection with a book-entry transfer, a Letter of Transmittal
need not be transmitted to the Exchange Agent, provided that the
book-entry transfer procedure must be complied with prior to 5:00
p.m., New York City time, on the Expiration Date.
Holders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other
documents required by this Letter to the Exchange Agent prior to
5:00 p.m., New York City time, on the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely
basis, may tender their Old Notes pursuant to the guaranteed
delivery procedures set forth in the Prospectus under "The
Exchange Offer - Guaranteed Delivery Procedures." Pursuant to
such procedures: (i) such tender must be made by or through an
Eligible Institution and a properly completed Notice of
Guaranteed Delivery must be signed by each Holder; (ii) on or
prior to the Expiration Date, the Exchange Agent must have
received from the Holder and such Eligible Institution a properly
completed and duly executed Notice of Guaranteed Delivery (by
facsimile transmission, mail or hand delivery) setting forth the
name and address of the Holder, the certificate number or numbers
of the tendered Old Notes, and the principal amount of tendered
Old Notes, stating that the tender is being made thereby and
guaranteeing that, within five business days after the date of
delivery of the Notice of Guaranteed Delivery, the tendered Old
Notes, this duly executed Letter and any other required documents
will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) such properly completed and executed documents
required by this Letter and the tendered Old Notes in proper form
for transfer (or confirmation of a book-entry transfer of such
Old Notes into the Exchange Agent's account at DTC) must be
received by the Exchange Agent within five business days after
the Expiration Date. Any Holder who wishes to tender Old Notes
pursuant to the guaranteed delivery procedures described above
must ensure that the Exchange Agent receives the Notice of
Guaranteed Delivery and Letter of Transmittal relating to such
Old Notes prior to 5:00 p.m., New York City time, on the
Expiration Date.
The method of delivery of this Letter, the Old Notes and all
other required documents is at the election and risk of the
tendering Holders, but the delivery will be deemed made only when
actually received or confirmed by the Exchange Agent. If Old
Notes are sent by mail, it is suggested that the mailing be made
sufficiently in
8
advance of the Expiration Date to permit delivery to the Exchange
Agent prior to 5:00 p.m., New York City time, on the Expiration
Date.
See the Prospectus under "The Exchange Offer."
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-
ENTRY TRANSFER).
If less than all of the Old Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should
fill in the aggregate principal amount at maturity of Old Notes
to be tendered in the box above entitled "Description of Old
Notes - Principal Amount at Maturity Tendered." A reissued
certificate representing the balance of nontendered Old Notes
will be sent to such tendering Holder, unless otherwise provided
in the appropriate box on this Letter, promptly after the
Expiration Date. All of the Old Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise
indicated.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter is signed by the registered Holder of the Old
Notes tendered hereby, the signature must correspond exactly with
the name as written on the face of the certificates without any
change whatsoever.
If any tendered Old Notes are owned of record by two or more
joint owners, all such owners must sign this Letter.
If any tendered Old Notes are registered in different names
on several certificates, it will be necessary to complete, sign
and submit as many separate copies of this Letter as there are
different registrations of certificates.
When this Letter is signed by the registered Holder or
Holders of the Old Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are
required. If, however, the New Notes are to be issued, or any
untendered Old Notes are to be reissued, to a person other than
the registered Holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required.
Signatures on such certificate(s) or bond powers must be
guaranteed by an Eligible Institution.
If this Letter or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-
fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when
signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON
BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY
A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES
EXCHANGE OR A MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY HAVING AN
OFFICE OR CORRESPONDENT IN THE UNITED STATES AND WHICH IS A
PARTICIPANT IN THE SECURITY TRANSFER AGENT MEDALLION PROGRAM
(COLLECTIVELY, "ELIGIBLE INSTITUTIONS"). IN ALL OTHER CASES, ALL
SIGNATURES ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN
ELIGIBLE INSTITUTION.
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY
A REGISTERED HOLDER OF OLD NOTES WHO HAS NOT COMPLETED THE BOX
ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY
INSTRUCTIONS" ON THIS LETTER; OR (II) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering Holders of Old Notes should indicate in the
applicable box the name and address to which New Notes issued
pursuant to the Exchange Offer and/or substitute certificates
evidencing Old Notes not exchanged are to be issued or sent, if
different from the name or address of the person signing this
Letter. In the case of issuance in a different name, the
employer identification or social security number of the person
named must also be
9
indicated. Holders tendering Old Notes by book-entry transfer
may request that Old Notes not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such
Holder may designate hereon. If no such instructions are given,
such Old Notes not exchanged will be returned to the name or
address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering
Holder whose Old Notes are accepted for exchange must provide the
Company (as payor) with such Holder's correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 below, which
in the case of a tendering Holder who is an individual, is his or
her social security number. If the Company is not provided with
the current TIN or an adequate basis for an exemption, such
tendering Holder may be subject to a $50 penalty imposed by the
Internal Revenue Service. In addition, delivery to such
tendering Holder of New Notes may be subject to backup
withholding in an amount equal to 31% of all reportable payments
made after the exchange. If withholding results in an
overpayment for taxes, a refund may be obtained.
Exempt Holders of Old Notes (including, among others, all
corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. See the
enclosed Guidelines of Certification of Taxpayer Identification
Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding, each tendering Holder of Old
Notes must provide its correct TIN by completing the "Substitute
Form W-9" set forth below, certifying that the TIN provided is
correct (or that such Holder is awaiting a TIN) and that (i) the
Holder is exempt from backup withholding; (ii) the Holder has not
been notified by the Internal Revenue Service that such Holder is
subject to a backup withholding as a result of a failure to
report all interest or dividends; or (iii) the Internal Revenue
Service has notified the Holder that such Holder is no longer
subject to backup withholding. If the tendering Holder of Old
Notes is a nonresident alien or foreign entity not subject to
backup withholding, such Holder must give the Company a completed
Form W-8, Certificate of Foreign Status. These forms may be
obtained from the Exchange Agent. If the Old Notes are in more
than one name or are not in the name of the actual owner, such
Holder should consult the W-9 Guidelines for information on which
TIN to report. If such Holder does not have a TIN, such Holder
should consult the W-9 Guidelines for instructions on applying
for a TIN, check the box in Part 2 of the Substitute Form W-9 and
write "applied for" in lieu of its TIN. Note: Checking this box
and writing "applied for" on the form means that such Holder has
already applied for a TIN or that such Holder intends to apply
for one in the near future. If such Holder does not provide its
TIN to the Company within 60 days, backup withholding will begin
and continue until such Holder furnishes its TIN to the Company.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable
to the transfer of Old Notes to it or its order pursuant to the
Exchange Offer. If, however, New Notes and/or substitute Old
Notes not exchanged are to be delivered to, or are to be
registered or issued in the name of, any person other than the
registered Holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other
than the person signing this Letter, or if a transfer tax is
imposed for any reason other than the transfer of Old Notes to
the Company or its order pursuant to the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the
registered Holder or any other person) will be payable by the
tendering Holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such
tendering Holder.
Expect as provided in this Instruction 6, it will not be
necessary for transfer tax stamps to be affixed to the Old Notes
specified in this Letter.
10
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the
Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders
will be accepted. All tendering Holders of Old Notes, by
execution of this Letter, shall waive any right to receive notice
of the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person
is obligated to give notice of any defect or irregularity with
respect to any tender of Old Notes, nor shall any of them, incur
any liability for failure to give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any Holder whose Old Notes have been mutilated, lost, stolen
or destroyed should contact the Exchange Agent at the address
indicated above for further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well
as requests for additional copies of the Prospectus and this
Letter, may be directed to the Exchange Agent, at the address and
telephone number indicated above.
11
TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 5)
PAYORS' NAMES:
SHOWBOAT MARINA CASINO PARTNERSHIP
AND
SHOWBOAT MARINA FINANCE CORPORATION
PART 1-PLEASE PROVIDE YOUR TIN
IN THE BOX AT RIGHT AND CERTIFY TIN:
SUBSTITUTE BY SIGNING AND DATING BELOW. (Social
BELOW. Security
Number or
Employer
Form W-9 Identifi-
Department of the cation
Treasury Number)
Internal Revenue
Services PART 2-TIN APPLIED FOR
CERTIFICATION: UNDER THE PENALTIES OF
PAYOR'S REQUEST PERJURY, I CERTIFY THAT
FOR TAXPAYER (1) the number shown on this form is my
IDENTIFICATION correct Taxpayer Identification Number
NUMBER ("TIN") (or I am waiting for a number to be
AND CERTIFICATION issued to me),
(2) I am not subject to backup withholding
either because: (a) I am exempt from
backup withholding, or (b) I have not
been notified by the Internal Revenue
Service (the "IRS") that I am subject to
backup withholding as a result of a
failure to report all interest or
dividends, or (c) the IRS has notified
me that I am no longer subject to backup
withholding, and
(3) any other information provided on this
form is true and correct.
SIGNATURE DATE
You must cross out item (2) of the above certification if you
have been notified by the IRS that you are subject to backup
withholding because of underreporting of interest or dividends on
your tax return and you have not been notified by the IRS that
you are no longer subject to backup withholding.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer
Identification Number has not been issued to me, and either (a) I
have made or delivered an application to receive a Taxpayer
Identification Number to the appropriate Internal Revenue Service
Center or Social Security Administrative Office; or (b) I intend
to mail or deliver an application in the near future. I
understand that if I do not provide a Taxpayer Identification
Number by the time of the exchange, 31 percent of all reportable
payments made to me thereafter will be withheld until I provide a
number.
Signature Date
12