AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2004
REGISTRATION NO. 333-110993
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
THE MAJESTIC STAR CASINO, LLC
THE MAJESTIC STAR CASINO CAPITAL CORP.
AND THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO
(Exact names of Registrants as Specified in their Charters)
<Table>
INDIANA 7900 43-1664986
INDIANA 7900 35-2100872
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Numbers) Identification Numbers)
</Table>
301 FREMONT STREET, 12TH FLOOR
LAS VEGAS, NEVADA 89101
(702) 388-2224
(Address, including zip code, and telephone number,
including area code, of Registrants'
principal executive offices)
JON S. BENNETT
VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
THE MAJESTIC STAR CASINO, LLC
THE MAJESTIC STAR CASINO CAPITAL CORP.
301 FREMONT STREET, 12TH FLOOR
LAS VEGAS, NEVADA 89101
(702) 388-2224
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
WITH A COPY TO:
JIN-KYU KOH, ESQ.
DYKEMA GOSSETT PLLC
400 RENAISSANCE CENTER
DETROIT, MICHIGAN 48243
(313) 568-6627
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 this Form is a post-effective amendment filed pursuant to Rule 462(d)
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. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT
WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933
OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SEC ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE A
OTHER REGISTRANTS--SUBSIDIARY GUARANTORS
<Table>
<Caption>
PRIMARY
STATE OR OTHER STANDARD IRS
JURISDICTION OF INDUSTRIAL EMPLOYER
INCORPORATION OR CLASSIFICATION IDENTIFICATION
NAME OF REGISTRANT ORGANIZATION CODE NUMBER NUMBER
- ------------------ ---------------- --------------- --------------
Majestic Investor, LLC............................... Delaware 7900 35-2117363
Majestic Investor Holdings, LLC...................... Delaware 7900 36-4468392
Majestic Investor Capital Corp. ..................... Delaware 7900 36-4471622
Barden Colorado Gaming, LLC.......................... Colorado 7900 91-2118674
Barden Mississippi Gaming, LLC....................... Mississippi 7900 62-1868783
</Table>
The address, including zip code, and telephone number, including area code,
of the principal offices of the other registrants listed above is 301 Fremont
Street, 12th Floor, Las Vegas, Nevada 89101 (702) 388-2224.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
1.1** Purchase Agreement, dated as of September 26, 2003, by and
among The Majestic Star Casino, LLC, The Majestic Star
Casino Capital Corp., Jefferies & Company, Inc. and Wells
Fargo Securities, LLC., filed as Exhibit 1.1 to the
Company's Registration Statement, No. 333-110993.
3.1** Amended and Restated Articles of Organization of The
Majestic Star Casino, LLC, filed as Exhibit 3.1 to the
Company's Registration Statement, No. 333-06489.
3.2** Third Amended and Restated Operating Agreement of The
Majestic Star Casino, LLC dated as of March 29, 1996, filed
as Exhibit 3.2 to the Company's Registration Statement, No.
333-06489.
3.3** First Amendment of Third Amended and Restated Operating
Agreement of The Majestic Star Casino, LLC, dated as of June
18, 1999, filed as Exhibit 3.3 to the Company's Registration
Statement, No. 333-085089.
3.4** Articles of Incorporation of The Majestic Star Casino
Capital Corp., filed as Exhibit 3.4 to the Company's
Registration Statement, No. 333-085089.
3.5** Bylaws of The Majestic Star Casino Capital Corp., filed as
Exhibit 3.5 to the Company's Registration Statement, No.
333-085089.
3.6** Certificate of Formation of Majestic Investor Holdings,
LLC., filed as Exhibit 3.6 to the Company's Registration
Statement, No. 333-110993.
3.7** Limited Liability Company Agreement of Majestic Investor
Holdings, LLC dated September 25, 2001, filed as Exhibit 3.7
to the Company's Registration Statement, No. 333-110993.
3.8** Certificate of Incorporation of Majestic Investor Capital
Corp., filed as Exhibit 3.8 to the Company's Registration
Statement, No. 333-110993.
3.9** Bylaws of Majestic Investor Capital Corp., filed as Exhibit
3.9 to the Company's Registration Statement, No. 333-110993.
3.10** Amended and Restated Articles of Organization of Barden
Colorado Gaming, LLC., filed as Exhibit 3.10 to the
Company's Registration Statement, No. 333-110993.
3.11** Operating Agreement of Barden Colorado Gaming, LLC., filed
as Exhibit 3.11 to the Company's Registration Statement, No.
333-110993.
3.12** Certificate of Formation of Barden Mississippi Gaming, LLC.,
filed as Exhibit 3.12 to the Company's Registration
Statement, No. 333-110993.
3.13** Certificate of Amendment to Certificate of Formation of
Barden Mississippi Gaming, LLC, filed September 25, 2001,
filed as Exhibit 3.13 to the Company's Registration
Statement, No. 333-110993.
3.14** Certificate of Amendment to Certificate of Formation of
Barden Mississippi Gaming, LLC, filed October 17, 2001,
filed as Exhibit 3.14 to the Company's Registration
Statement, No. 333-110993.
3.15** Amended and Restated Operating Agreement of Barden
Mississippi Gaming, LLC., filed as Exhibit 3.15 to the
Company's Registration Statement, No. 333-110993.
4.1** Indenture, dated as of October 7, 2003, among The Majestic
Star Casino, LLC and Majestic Star Casino Capital Corp., as
issuers, and the subsidiary guarantors, as subsidiary
guarantors and The Bank of New York, as trustee, filed as
Exhibit 4.1 to the Company's Registration Statement, No.
333-110993.
4.2** Indenture, dated as of December 6, 2001, between Majestic
Investor Holdings, LLC and Majestic Investor Capital Corp.,
as issuers, Barden Colorado Gaming, LLC, Barden Nevada
Gaming, LLC, and Barden Mississippi Gaming, LLC, as
guarantors, and The Bank of New York, as trustee, filed as
Exhibit 4.2 to the Company's Registration Statement, No.
333-110993.
</Table>
II-1
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
4.3** Supplemental Indenture, dated as of September 25, 2003, by
and among The Majestic Star Casino, LLC, The Majestic Star
Casino Capital Corp. and The Bank of New York, filed as
Exhibit 4.3 to the Company's Registration Statement, No.
333-110993.
4.4** Supplemental Indenture, dated as of September 25, 2003, by
and among Majestic Investor Holdings, Majestic Investor
Capital Corp. and The Bank of New York, filed as Exhibit 4.4
to the Company's Registration Statement, No. 333-110993.
4.5** Registration Rights Agreement, dated as of October 7, 2003,
among The Majestic Star Casino, LLC, The Majestic Star
Casino Capital Corp., Jefferies & Company, Inc., and Wells
Fargo Securities, LLC., filed as Exhibit 4.5 to the
Company's Registration Statement, No. 333-110993.
4.6** Intercreditor Agreement, dated as of October 7, 2003,
between The Bank of New York and Wells Fargo Foothill, Inc.,
filed as Exhibit 4.6 to the Company's Registration
Statement, No. 333-110993.
5.1** Opinion of Dykema Gossett PLLC, filed as Exhibit 5.1 to the
Company's Registration Statement, No. 333-110993.
5.2** Opinion of Ice Miller, filed as Exhibit 5.2 to the Company's
Registration Statement, No. 333-110993.
5.3** Opinion of Watkins Ludlam Winter & Stennis, P.A., filed as
Exhibit 5.3 to the Company's Registration Statement, No.
333-110993.
5.4** Opinion of Robinson Waters & O'Dorisio, filed as Exhibit 5.4
to the Company's Registration Statement, No. 333-110993.
10.1** Loan and Security Agreement dated as of October 7, 2003, by
and among The Majestic Star Casino, LLC, certain
subsidiaries signatory thereto, the lenders signatories
thereto and Wells Fargo Foothill, Inc., as Agent, filed as
Exhibit 10.1 to the Company's Registration Statement, No.
333-110993.
10.2** Letter Agreement, dated October 22, 2001, between Don H.
Barden and The Majestic Star Casino, LLC, filed as Exhibit
10.2 to the Company's Registration Statement, No.
333-110993.
10.3** Employment Agreement, dated October 22, 2001, between
Michael E. Kelly and The Majestic Star Casino, LLC, filed as
Exhibit 10.3 to the Company's Registration Statement, No.
333-110993.
10.4** Employment Agreement, dated October 21, 2002, between Jon
Bennett and The Majestic Star Casino, LLC, filed as Exhibit
10.4 to the Company's Registration Statement, No.
333-110993.
10.5** Employment Agreement, dated March 24, 2003, between Troy
Keeping and The Majestic Star Casino, LLC, with Addendum,
filed as Exhibit 10.5 to the Company's Registration
Statement, No. 333-110993.
10.6** Employment Agreement, dated July 20, 2001, between Domenic
Mezzetta and Barden Mississippi Gaming, LLC, filed as
Exhibit 10.6 to the Company's Registration Statement, No.
333-110993.
10.7** Employment Agreement, dated June 25, 2001, between Joseph
Collins and Barden Colorado Gaming, LLC, filed as Exhibit
10.7 to the Company's Registration Statement, No.
333-110993.
10.8** Management Agreement dated as of October 7, 2003, between
The Majestic Star Casino, LLC and Barden Development, Inc.,
filed as Exhibit 10.8 to the Company's Registration
Statement, No. 333-110993.
10.9** Expense Reimbursement Agreement, dated as of October 7,
2003, between Barden Nevada Gaming, LLC and The Majestic
Star Casino, LLC, filed as Exhibit 10.9 to the Company's
Registration Statement, No. 333-110993.
10.10** Berthing Agreement dated as of April 23, 1996 between The
Majestic Star Casino, LLC and Buffington Harbor Riverboats,
filed as Exhibit 10.5 to the Company's Registration
Statement, No. 333-06489.
10.11** First Amended and Restated Operating Agreement of Buffington
Harbor Riverboats, LLC made as of October 31, 1995 by and
between Trump Indiana, Inc. and The Majestic Star Casino,
LLC, as amended by Amendment No. 1 to First Amended and
Restated Operating Agreement of Buffington Harbor
Riverboats, LLC, dated as of April 23, 1996, filed as
Exhibit 10.6 to the Company's Registration Statement No.
333-06489.
</Table>
II-2
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
10.12** Second Amendment to The First Amended and Restated Operating
Agreement of Buffington Harbor Riverboats, LLC, filed as
Exhibit 10.12 to the Company's Registration Statement, No.
333-110993.
10.13** Development Agreement, dated March 26, 1996, by and between
the Company and the City of Gary, Indiana, filed as Exhibit
10.8 to the Company's Registration Statement, No. 333-06489.
12.1* Computation of Ratio of Earnings to Fixed Charges for The
Majestic Star Casino, LLC.
21.1** List of Subsidiaries of The Majestic Star Casino, LLC, filed
as Exhibit 21.1 to the Company's Registration Statement, No.
333-110993.
23.1** Consent of Dykema Gossett PLLC (included as part of its
opinion filed as Exhibit 5.1), filed as Exhibit 23.1 to the
Company's Registration Statement, No. 333-110993.
23.2** Consent of Ice Miller (included as part of its opinion filed
as Exhibit 5.2), filed as Exhibit 23.2 to the Company's
Registration Statement, No. 333-110993.
23.3** Consent of Watkins Ludlam Winter & Stennis, P.A. (included
as part of its opinion filed as Exhibit 5.3), filed as
Exhibit 23.3 to the Company's Registration Statement, No.
333-110993.
23.4** Consent of Robinson Waters & O'Dorisio (included as part of
its opinion filed as Exhibit 5.4), filed as Exhibit 23.4 to
the Company's Registration Statement, No. 333-110993.
23.5** Consent of PricewaterhouseCoopers LLP, filed as Exhibit 23.5
to the Company's Registration Statement, No. 333-110993.
23.6** Consent of Deloitte & Touche LLP, filed as Exhibit 23.6 to
the Company's Registration Statement, No. 333-110993.
23.7** Consent of Ernst & Young LLP, filed as Exhibit 23.7 to the
Company's Registration Statement, No. 333-110993.
24.1* Powers of Attorney (included on the signature page of this
Registration Statement).
25.1** Statement of Eligibility of Trustee on Form T-1, filed as
Exhibit 25.1 to the Company's Registration Statement, No.
333-110993.
99.1** Form of Letter of Transmittal for 9 1/2% Senior Secured
Notes due 2010, filed as Exhibit 99.1 to the Company's
Registration Statement, No. 333-110993.
99.2** Form of Notice of Guaranteed Delivery of 9 1/2% Senior
Secured Notes due 2010, filed as Exhibit 99.2 to the
Company's Registration Statement, No. 333-110993.
99.3** Form of Letter to DTC Participants, filed as Exhibit 99.3 to
the Company's Registration Statement, No. 333-110993.
99.4** Form of Letter to Beneficial Owners, filed as Exhibit 99.4
to the Company's Registration Statement, No. 333-110993.
99.5** Guidelines for Certification of Taxpayer Identification
Number on Form W-9, filed as Exhibit 99.5 to the Company's
Registration Statement, No. 333-110993.
99.6** Form of Exchange Agent Agreement, filed as Exhibit 99.6 to
the Company's Registration Statement, No. 333-110993.
</Table>
- ---------------
* Filed herewith
** Previously Filed
(b) Financial Statement Schedules
None.
II-3
ITEM 22. UNDERTAKINGS
(a) The undersigned registrants hereby undertake:
(1) 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 "Securities 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 the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than payment by the registrants of expenses
incurred or paid by a director, officer or controlling person in connection with
the securities being registered, the registrants will, unless in the opinion of
their counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
them is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
(c) The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, 13, or 19(c) of this Form, within one business day of receipt
of such request, and to send the incorporated documents filed subsequent to the
effective date of the registration statement through the date of responding to
the request.
(d) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired therein, that was not the subject of and included in the
registration statement when it became effective.
II-4
(e) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports pursuant to Section 13(a) or 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 the time shall be deemed to be
the initial bona fide offering thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants listed below has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan, on January 8, 2004.
THE MAJESTIC STAR CASINO, LLC
By: /s/ DON H. BARDEN
------------------------------------
Don H. Barden
Member, Chairman, President and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does herby constitute and appoint Don H. Barden and Jon S. Bennett
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, 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 indicated on January 8, 2004.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DON H. BARDEN Member, Chairman, President and
- -------------------------------------- Chief Executive Officer
Don H. Barden (Principal Executive Officer)
/s/ JON S. BENNETT Vice President and Chief Financial Officer
- -------------------------------------- (Principal Financial and
Jon S. Bennett Principal Accounting Officer)
</Table>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants listed below has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan, on January 8, 2004.
THE MAJESTIC STAR CASINO CAPITAL CORP.
By: /s/ DON H. BARDEN
------------------------------------
Don H. Barden
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does herby constitute and appoint Don H. Barden and Jon S. Bennett
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, 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 indicated on January 8, 2004.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DON H. BARDEN Chairman, President, Chief Executive Officer,
- -------------------------------------- and Director
Don H. Barden (Principal Executive Officer)
/s/ JON S. BENNETT Vice President and Chief Financial Officer
- -------------------------------------- (Principal Financial Officer and
Jon S. Bennett Principal Accounting Officer)
</Table>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants listed below has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan, on January 8, 2004.
MAJESTIC INVESTOR HOLDINGS, LLC
By: /s/ DON H. BARDEN
------------------------------------
Don H. Barden
Member, Chairman, President and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does herby constitute and appoint Don H. Barden and Jon S. Bennett
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, 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 indicated on January 8, 2004.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DON H. BARDEN Member, Chairman, President and
- -------------------------------------- Chief Executive Officer
Don H. Barden (Principal Executive Officer)
/s/ JON S. BENNETT Vice President and Chief Financial Officer
- -------------------------------------- (Principal Financial and
Jon S. Bennett Principal Accounting Officer)
</Table>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants listed below has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan, on January 8, 2004.
BARDEN COLORADO GAMING, LLC
By: /s/ DON H. BARDEN
------------------------------------
Don H. Barden
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does herby constitute and appoint Don H. Barden and Jon S. Bennett
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, 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 indicated on January 8, 2004.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DON H. BARDEN Chairman, President and Chief Executive Officer
------------------------------------------------ (Principal Executive Officer)
Don H. Barden
/s/ JON S. BENNETT Vice President and Chief Financial Officer
----------------------------------------- (Principal Financial and
Jon S. Bennett Principal Accounting Officer)
</Table>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants listed below has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan, on January 8, 2004.
BARDEN MISSISSIPPI GAMING, LLC
By: /s/ DON H. BARDEN
------------------------------------
Don H. Barden
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does herby constitute and appoint Don H. Barden and Jon S. Bennett
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, 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 indicated on January 8, 2004.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DON H. BARDEN Chairman, President and Chief Executive Officer
------------------------------------------------ (Principal Executive Officer)
Don H. Barden
/s/ JON S. BENNETT Vice President and Chief Financial Officer
----------------------------------------- (Principal Financial and
Jon S. Bennett Principal Accounting Officer)
</Table>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants listed below has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan, on January 8, 2004.
MAJESTIC INVESTOR, LLC
By /s/ DON H. BARDEN
------------------------------------
Don H. Barden
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does herby constitute and appoint Don H. Barden and Jon S. Bennett
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, 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 indicated on January 8, 2004.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DON H. BARDEN Chairman, President and Chief Executive Officer
------------------------------------------------ (Principal Executive Officer)
Don H. Barden
/s/ JON S. BENNETT Vice President and Chief Financial Officer
----------------------------------------- (Principal Financial and
Jon S. Bennett Principal Accounting Officer)
</Table>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
registrants listed below has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Detroit, State of Michigan, on January 8, 2004.
MAJESTIC INVESTOR CAPITAL CORP.
By: /s/ DON H. BARDEN
------------------------------------
Don H. Barden
Chairman, President and Chief
Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below does herby constitute and appoint Don H. Barden and Jon S. Bennett
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes, as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, 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 indicated on January 8, 2004.
<Table>
<Caption>
SIGNATURE TITLE
--------- -----
/s/ DON H. BARDEN Chairman, President, Chief Executive
------------------------------------------------ Officer and Director
Don H. Barden (Principal Executive Officer)
/s/ JON S. BENNETT Vice President and Chief Financial Officer
----------------------------------------- (Principal Financial and
Jon S. Bennett Principal Accounting Officer)
</Table>
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
1.1** Purchase Agreement, dated as of September 26, 2003, by and
among The Majestic Star Casino, LLC, The Majestic Star
Casino Capital Corp., Jefferies & Company, Inc. and Wells
Fargo Securities, LLC, filed as Exhibit 1.1 to the Company's
Registration Statement, No. 333-110993.
3.1** Amended and Restated Articles of Organization of The
Majestic Star Casino, LLC, filed as Exhibit 3.1 to the
Company's Registration Statement, No. 333-06489.
3.2** Third Amended and Restated Operating Agreement of The
Majestic Star Casino, LLC dated as of March 29, 1996, filed
as Exhibit 3.2 to the Company's Registration Statement, No.
333-06489.
3.3** First Amendment of Third Amended and Restated Operating
Agreement of The Majestic Star Casino, LLC, dated as of June
18, 1999, filed as Exhibit 3.3 to the Company's Registration
Statement, No. 333-085089.
3.4** Articles of Incorporation of The Majestic Star Casino
Capital Corp., filed as Exhibit 3.4 to the Company's
Registration Statement, No. 333-085089.
3.5** Bylaws of The Majestic Star Casino Capital Corp., filed as
Exhibit 3.5 to the Company's Registration Statement, No.
333-085089.
3.6** Certificate of Formation of Majestic Investor Holdings, LLC,
filed as Exhibit 3.6 to the Company's Registration
Statement, No. 333-110993.
3.7** Limited Liability Company Agreement of Majestic Investor
Holdings, LLC dated September 25, 2001, filed as Exhibit 3.7
to the Company's Registration Statement, No. 333-110993.
3.8** Certificate of Incorporation of Majestic Investor Capital
Corp., filed as Exhibit 3.8 to the Company's Registration
Statement, No. 333-110993.
3.9** Bylaws of Majestic Investor Capital Corp., filed as Exhibit
3.9 to the Company's Registration Statement, No. 333-110993.
3.10** Amended and Restated Articles of Organization of Barden
Colorado Gaming, LLC., filed as Exhibit 3.10 to the
Company's Registration Statement, No. 333-110993.
3.11** Operating Agreement of Barden Colorado Gaming, LLC, filed as
Exhibit 3.11 to the Company's Registration Statement, No.
333-110993.
3.12** Certificate of Formation of Barden Mississippi Gaming, LLC,
filed as Exhibit 3.12 to the Company's Registration
Statement, No. 333-110993.
3.13** Certificate of Amendment to Certificate of Formation of
Barden Mississippi Gaming, LLC, filed September 25, 2001,
filed as Exhibit 3.13 to the Company's Registration
Statement, No. 333-110993.
3.14** Certificate of Amendment to Certificate of Formation of
Barden Mississippi Gaming, LLC, filed October 17, 2001,
filed as Exhibit 3.14 to the Company's Registration
Statement, No. 333-110993.
3.15** Amended and Restated Operating Agreement of Barden
Mississippi Gaming, LLC, filed as Exhibit 3.15 to the
Company's Registration Statement, No. 333-110993.
4.1** Indenture, dated as of October 7, 2003, among The Majestic
Star Casino, LLC and Majestic Star Casino Capital Corp., as
issuers, and the subsidiary guarantors, as subsidiary
guarantors and The Bank of New York, as trustee, filed as
Exhibit 4.1 to the Company's Registration Statement, No.
333-110993.
4.2** Indenture, dated as of December 6, 2001, between Majestic
Investor Holdings, LLC and Majestic Investor Capital Corp.,
as issuers, Barden Colorado Gaming, LLC, Barden Nevada
Gaming, LLC, and Barden Mississippi Gaming, LLC, as
guarantors, and The Bank of New York, as trustee, filed as
Exhibit 4.2 to the Company's Registration Statement, No.
333-110993.
4.3** Supplemental Indenture, dated as of September 25, 2003, by
and among The Majestic Star Casino, LLC, The Majestic Star
Casino Capital Corp. and The Bank of New York, filed as
Exhibit 4.3 to the Company's Registration Statement, No.
333-110993.
</Table>
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
4.4** Supplemental Indenture, dated as of September 25, 2003, by
and among Majestic Investor Holdings, Majestic Investor
Capital Corp. and The Bank of New York, filed as Exhibit 4.4
to the Company's Registration Statement, No. 333-110993.
4.5** Registration Rights Agreement, dated as of October 7, 2003,
among The Majestic Star Casino, LLC, The Majestic Star
Casino Capital Corp., Jefferies & Company, Inc., and Wells
Fargo Securities, LLC, filed as Exhibit 4.5 to the Company's
Registration Statement, No. 333-110993.
4.6** Intercreditor Agreement, dated as of October 7, 2003,
between The Bank of New York and Wells Fargo Foothill, Inc.,
filed as Exhibit 4.6 to the Company's Registration
Statement, No. 333-110993.
5.1** Opinion of Dykema Gossett PLLC, filed as Exhibit 5.1 to the
Company's Registration Statement, No. 333-110993.
5.2** Opinion of Ice Miller, filed as Exhibit 5.2 to the Company's
Registration Statement, No. 333-110993.
5.3** Opinion of Watkins Ludlam Winter & Stennis, P.A., filed as
Exhibit 5.3 to the Company's Registration Statement, No.
333-110993.
5.4** Opinion of Robinson Waters & O'Dorisio, filed as Exhibit 5.4
to the Company's Registration Statement, No. 333-110993.
10.1** Loan and Security Agreement dated as of October 7, 2003, by
and among The Majestic Star Casino, LLC, certain
subsidiaries signatory thereto, the lenders signatories
thereto and Wells Fargo Foothill, Inc., as Agent, filed as
Exhibit 10.1 to the Company's Registration Statement, No.
333-110993.
10.2** Letter Agreement, dated October 22, 2001, between Don H.
Barden and The Majestic Star Casino, LLC, filed as Exhibit
10.2 to the Company's Registration Statement, No.
333-110993.
10.3** Employment Agreement, dated October 22, 2001, between
Michael E. Kelly and The Majestic Star Casino, LLC, filed as
Exhibit 10.3 to the Company's Registration Statement, No.
333-110993.
10.4** Employment Agreement, dated October 21, 2002, between Jon
Bennett and The Majestic Star Casino, LLC, filed as Exhibit
10.4 to the Company's Registration Statement, No.
333-110993.
10.5** Employment Agreement, dated March 24, 2003, between Troy
Keeping and The Majestic Star Casino, LLC, with Addendum,
filed as Exhibit 10.5 to the Company's Registration
Statement, No. 333-110993.
10.6** Employment Agreement, dated July 20, 2001, between Domenic
Mezzetta and Barden Mississippi Gaming, LLC, filed as
Exhibit 10.6 to the Company's Registration Statement, No.
333-110993.
10.7** Employment Agreement, dated June 25, 2001, between Joseph
Collins and Barden Colorado Gaming, LLC, filed as Exhibit
10.7 to the Company's Registration Statement, No.
333-110993.
10.8** Management Agreement dated as of October 7, 2003, between
The Majestic Star Casino, LLC and Barden Development, Inc.,
filed as Exhibit 10.8 to the Company's Registration
Statement, No. 333-110993.
10.9** Expense Reimbursement Agreement, dated as of October 7,
2003, between Barden Nevada Gaming, LLC and The Majestic
Star Casino, LLC, filed as Exhibit 10.9 to the Company's
Registration Statement, No. 333-110993.
10.10** Berthing Agreement dated as of April 23, 1996 between The
Majestic Star Casino, LLC and Buffington Harbor Riverboats,
filed as Exhibit 10.5 to the Company's Registration
Statement, No. 333-06489.
10.11** First Amended and Restated Operating Agreement of Buffington
Harbor Riverboats, LLC made as of October 31, 1995 by and
between Trump Indiana, Inc. and The Majestic Star Casino,
LLC, as amended by Amendment No. 1 to First Amended and
Restated Operating Agreement of Buffington Harbor
Riverboats, LLC, dated as of April 23, 1996, filed as
Exhibit 10.6 to the Company's Registration Statement No.
333-06489.
10.12** Second Amendment to The First Amended and Restated Operating
Agreement of Buffington Harbor Riverboats, LLC, filed as
Exhibit 10.12 to the Company's Registration Statement, No.
333-110993.
</Table>
<Table>
<Caption>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- ------- ----------------------
10.13** Development Agreement, dated March 26, 1996, by and between
the Company and the City of Gary, Indiana, filed as Exhibit
10.8 to the Company's Registration Statement, No. 333-06489.
12.1* Computation of Ratio of Earnings to Fixed Charges for The
Majestic Star Casino, LLC.
21.1** List of Subsidiaries of The Majestic Star Casino, LLC, filed
as Exhibit 21.1 to the Company's Registration Statement, No.
333-110993.
23.1** Consent of Dykema Gossett PLLC (included as part of its
opinion filed as Exhibit 5.1), filed as Exhibit 23.1 to the
Company's Registration Statement, No. 333-110993.
23.2** Consent of Ice Miller (included as part of its opinion filed
as Exhibit 5.2), filed as Exhibit 23.2 to the Company's
Registration Statement, No. 333-110993.
23.3** Consent of Watkins Ludlam Winter & Stennis, P.A. (included
as part of its opinion filed as Exhibit 5.3), filed as
Exhibit 23.3 to the Company's Registration Statement, No.
333-110993.
23.4** Consent of Robinson Waters & O'Dorisio (included as part of
its opinion filed as Exhibit 5.4), filed as Exhibit 23.4 to
the Company's Registration Statement, No. 333-110993.
23.5** Consent of PricewaterhouseCoopers LLP, filed as Exhibit 23.5
to the Company's Registration Statement, No. 333-110993.
23.6** Consent of Deloitte & Touche LLP, filed as Exhibit 23.6 to
the Company's Registration Statement, No. 333-110993.
23.7** Consent of Ernst & Young LLP, filed as Exhibit 23.7 to the
Company's Registration Statement, No. 333-110993.
24.1* Powers of Attorney (included on the signature page of this
Registration Statement).
25.1** Statement of Eligibility of Trustee on Form T-1, filed as
Exhibit 25.1 to the Company's Registration Statement, No.
333-110993.
99.1** Form of Letter of Transmittal for 9 1/2% Senior Secured
Notes due 2010, filed as Exhibit 99.1 to the Company's
Registration Statement, No. 333-110993.
99.2** Form of Notice of Guaranteed Delivery of 9 1/2% Senior
Secured Notes due 2010, filed as Exhibit 99.2 to the
Company's Registration Statement, No. 333-110993.
99.3** Form of Letter to DTC Participants, filed as Exhibit 99.3 to
the Company's Registration Statement, No. 333-110993.
99.4** Form of Letter to Beneficial Owners, filed as Exhibit 99.4
to the Company's Registration Statement, No. 333-110993.
99.5** Guidelines for Certification of Taxpayer Identification
Number on Form W-9, filed as Exhibit 99.5 to the Company's
Registration Statement, No. 333-110993.
99.6** Form of Exchange Agent Agreement, filed as Exhibit 99.6 to
the Company's Registration Statement, No. 333-110993.
</Table>
- ---------------
* Filed herewith
** Previously Filed