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 MARINA CASINO PARTNERSHIP
(Exact name of registrant as specified in charter)
Indiana 35-1978576
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
400 East Chicago Avenue, East Chicago, Indiana 46312
(Address of principal executive offices) (Zip Code)
SHOWBOAT MARINA FINANCE CORPORATION
(Exact name of registrant as specified in charter)
Nevada 88-0356197
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
400 East Chicago Avenue, East Chicago, Indiana 46312
(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 1/2% Series B
First Mortgage Notes due 2003
in principal amount of New York Stock Exchange
$140,000,000
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]
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 [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
The information required for this item is incorporated
herein by reference from the Registrants' Prospectus (file number
333-4402) filed with the Securities and Exchange Commission (the
"Commission") on July 8, 1996, registering the 13 1/2% Series
B First Mortgage Notes due 2003 in the principal amount of
$140,000,000 ("Notes") with the Commission.
ITEM 2. EXHIBITS<F1>
Exhibit DESCRIPTION OF EXHIBIT
NO.
1. Registrants' Form S-4 Registration Statement, Amendment
No. 2, file number 333-4402, filed with the Commission
on July 8, 1996 and effective July 11, 1996.
2. Registrants' Form 10-Q for the Quarter Ended June 30,
1996.
3. Articles of Incorporation of Showboat Marina Finance
Corporation filed March 7, 1996.
4. Bylaws of Showboat Marina Finance Corporation certified
March 21, 1996.
5. Partnership Agreement of Showboat Marina Casino
Partnership dated as of March 1, 1996.
6. Indenture relating to the Notes.
7. Specimen Note Certificate relating to the Notes.
<FN>
<F1>
Pursuant to Instruction II to Form 8A, the Registrants have not
filed any exhibits with the Commission. Item 2 sets forth the
exhibits which were filed by the Registrants with the New York
Stock Exchange.
</FN>
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: November 1, 1996
SHOWBOAT MARINA CASINO
PARTNERSHIP, an Indiana general
partnership
By: SHOWBOAT MARINA INVESTMENT By: SHOWBOAT MARINA
PARTNERSHIP, an Indiana PARTNERSHIP, an Indiana
general partnership, a general partnership, a
general partner general partner
By: SHOWBOAT INDIANA INVESTMENT By: SHOWBOAT INDIANA INVESTMENT
LIMITED PARTNERSHIP, a LIMITED PARTNERSHIP, a
Nevada limited partnership, Nevada limited partnership,
a general partner a general partner
By: SHOWBOAT INDIANA, INC., a By: SHOWBOAT INDIANA, INC., a
Nevada corporation, its Nevada corporation, its
general partner general partner
/s/ J. Keith Wallace /s/ J. Keith Wallace
J. Keith Wallace J. Keith Wallace
President and Chief President and Chief
Executive Officer Executive Officer
By: WATERFRONT ENTERTAINMENT AND By: WATERFRONT ENTERTAINMENT
DEVELOPMENT, INC., an AND DEVELOPMENT, INC., an
Indiana corporation, a Indiana corporation, a
general partner general partner
/s/ Michael A. Pannos /s/ Michael A. Pannos
Michael A. Pannos Michael A. Pannos
President President
SHOWBOAT MARINA FINANCE
CORPORATION, a Nevada corporation
/s/ Michael A. Pannos
By: Michael A. Pannos
Secretary
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