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EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
TENDER OF
12 3/4% SENIOR SECURED NOTES DUE 2003 WITH CONTINGENT INTEREST
IN EXCHANGE FOR
12 3/4% SENIOR EXCHANGE SECURED NOTES DUE 2003 WITH CONTINGENT INTEREST
THE MAJESTIC STAR CASINO, LLC
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). SENIOR NOTES
TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
Deliver to the Exchange Agent:
IBJ SCHRODER BANK & TRUST COMPANY
By Mail:
By Hand/Overnight Courier: IBJ Schroder Bank & Trust Company
IBJ Schroder Bank & Trust Company P.O. Box 84
One State Street Bowling Green Station
New York, New York 10004 New York, New York 10274-0084
Attention: Securities Processing Window Subcellar Attention: Reorganization Operations
One Dept.
By Facsimile:
IBJ Schroder Bank & Trust Company
Attention: Reorganization Operations Dept.
(212) 858-2611
(For Eligible Institutions Only)
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN
THE ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned hereby acknowledges receipt and review of the Prospectus
dated , 1996 (the "Prospectus") of The Majestic Star Casino, LLC,
an Indiana limited liability company (the "Company") and this Letter of
Transmittal (the "Letter of Transmittal"), which together describe the Company's
offer (the "Exchange Offer") to exchange its 12 3/4% Senior Exchange Secured
Notes due May 15, 2003 With Contingent Interest (the "Senior Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part, for a like principal amount of its issued and outstanding 12 3/4%
Senior Secured Notes due May 15, 2003 With Contingent Interest (the "Senior
Notes"). Capitalized terms used but not defined herein have the respective
meaning given to them in the Prospectus.
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 in which the Exchange Offer is extended. The
Company shall notify the holders of the Senior Notes of any extension by written
notice prior to 9:00 A.M., New York City time, on the next business day after
the previously scheduled Expiration Date.
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This Letter of Transmittal is to be used by a Holder of Senior Notes either
if original Senior Notes are to be forwarded herewith or if delivery of Senior
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 caption "The Exchange Offer-Book-Entry Transfer." Holders
of Senior Notes whose Senior Notes are not immediately available, or who are
unable to deliver their Senior Notes and all other documents required by this
Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date,
or who are unable to complete the procedure for book-entry transfer on a timely
basis, must tender their Senior Notes according to the guaranteed delivery
procedures set forth in the Prospectus under the caption "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.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Senior Notes are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
Holder. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Senior Notes must
complete this Letter of Transmittal in its entirety.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY
BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Senior Notes to which this Letter of Transmittal relates. If
the space below is inadequate, list the registered numbers and principal amounts
on a separate signed schedule and affix the list to this Letter of Transmittal.
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DESCRIPTION OF SENIOR NOTES TENDERED
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AGGREGATE
PRINCIPAL AGGREGATE
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S), AMOUNT PRINCIPAL
EXACTLY AS NAME(S) APPEAR(S) ON SENIOR NOTES REGISTERED REPRESENTED BY AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* NOTE(S) TENDERED**
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- ------------------------------------------------------------------------------------------------------------
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- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
TOTAL
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* Need not be completed by book-entry Holders.
** Unless otherwise indicated, any tendering Holder of Senior Notes will be deemed to have tendered the
entire aggregate principal amount represented by such Senior Notes. All tenders must be in integral
multiples of $1,000.
- ------------------------------------------------------------------------------------------------------------
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/ / CHECK HERE IF TENDERED SENIOR NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED SENIOR 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 (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
Name of Tendering Institution:________________________________
Account Number:__________________________
Transaction Code Number:_________________
/ / CHECK HERE IF TENDERED SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s) of Senior Notes:____________________________
Date of Execution of Notice of Guaranteed Delivery:_________________________
Window Ticket Number (if available):________________________________________
Name of Eligible Institution that Guaranteed Delivery:______________________
Account Number (if delivered by book-entry transfer):_______________________
/ / 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:_____________________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of Senior
Exchange Notes. If the undersigned is a broker-dealer that will receive Senior
Exchange Notes for its own account in exchange for Senior Notes, it acknowledges
that the Senior Notes were acquired as a result of market-making activities or
other trading activities and that it will deliver a prospectus in connection
with any resale of such Senior Exchange 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 meaning of the Securities Act.
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company for exchange the principal amount of Senior Notes
indicated above. Subject to and effective upon the acceptance for exchange of
the principal amount of Senior Notes tendered in accordance with this Letter of
Transmittal, the undersigned hereby exchanges, assigns and transfers to the
Company all right, title and interest in and to the Senior Notes tendered for
exchange hereby. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent, the agent and attorney-in-fact of the undersigned (with full
knowledge that the Exchange Agent also acts as the agent of the Company in
connection with the Exchange Offer) with respect to the tendered Senior Notes
with full power of substitution to (i) deliver such Senior Notes, or transfer
ownership of such Senior Notes on the account books maintained by the Book-Entry
Transfer Facility, to the Company and deliver all accompanying evidences of
transfer and authenticity, and (ii) present such Senior Notes for transfer on
the books of the Company and receive all benefits and otherwise exercise all
rights of beneficial ownership of such Senior Notes, all in accordance with the
terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Senior
Notes tendered hereby and to acquire the Senior Exchange Notes issuable upon the
exchange of such tendered Senior Notes, 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 for exchange by the Company.
The undersigned acknowledge(s) that this Exchange Offer is being made in
reliance upon interpretations contained in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the
"Commission") that the Senior Exchange Notes issued in exchange for the Senior
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 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Senior Exchange Notes are
acquired in the ordinary course of such Holders' business and such Holders are
not engaging in and do not intend to engage in a distribution of the Senior
Exchange Notes and have no arrangement or understanding with any person to
participate in a distribution of such Senior Exchange Notes. The undersigned
hereby further represent(s) to the Company that (i) any Senior Exchange Notes
acquired in exchange for Senior Notes tendered hereby are being acquired in the
ordinary course of business of the person receiving such Senior Exchange Notes,
whether or not the undersigned, (ii) neither the undersigned nor any such other
person is engaging in or intends to engage in a distribution of the Senior
Exchange Notes, (iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the distribution
of such Senior Exchange Notes, and (iv) neither the Holder nor any such other
person is an "affiliate," as defined in Rule 405 under the Securities Act, of
the Company.
If the undersigned or the person receiving the Senior Exchange Notes is a
broker-dealer that is receiving Senior Exchange Notes for its own account in
exchange for Senior Notes that were acquired as a result of market-making
activities or other trading activities, the undersigned acknowledges that it or
such other person will deliver a prospectus in connection with any resale of
such Senior Exchange Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that the undersigned or
such other person is an "underwriter" within the meaning of the Securities Act.
The undersigned acknowledges that if the undersigned is participating in the
Exchange Offer for the purpose of distributing the Senior Exchange Notes (i) the
undersigned cannot rely on the position of the staff of the Commission in
certain no-action letters and, in the absence of an exemption therefrom, must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with a secondary resale transaction of the Senior
Exchange Notes, in which case the registration statement must contain the
information required by the Securities Act, and (ii) failure to comply with such
requirements in such instance
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could result in the undersigned incurring liability under the Securities Act for
which the undersigned is not indemnified by the Company.
If the undersigned or the person receiving the Senior Exchange Notes is an
"affiliate" (as defined in Rule 405 under the Securities Act), the undersigned
represents to the Company that the undersigned understands and acknowledges that
the Senior Exchange Notes may not be offered for resale, resold or otherwise
transferred by the undersigned or such other person without registration under
the Securities Act or an exemption therefrom.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the exchange, assignment and transfer of the Senior Notes
tendered hereby, including the transfer of such Senior Notes on the account
books maintained by the Book-Entry Transfer Facility.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted for exchange validly tendered Senior Notes when, as and if the Company
gives oral or written notice thereof to the Exchange Agent. Any tendered Senior
Notes that are not accepted for exchange pursuant to the Exchange Offer for any
reason will be returned, without expense, to the undersigned at the address
shown below or at a different address as may be indicated herein under "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this Letter of
Transmittal shall be binding upon the undersigned's heirs, personal
representatives, successors and assigns.
The undersigned acknowledges that the Company's acceptance of properly
tendered Senior Notes pursuant to the procedures described under the caption
"The Exchange Offer -- Procedures for Tendering" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Company upon the terms and subject to the conditions of the Exchange
Offer.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Senior Exchange Notes issued in exchange for the Senior Notes accepted
for exchange and return any Senior Notes not tendered or not exchanged, in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail or deliver the Senior Exchange Notes issued
in exchange for the Senior Notes accepted for exchange and any Senior Notes not
tendered or not exchanges (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the Senior Exchange Notes issued in
exchange for the Senior Notes accepted for exchange in the name(s) of, and
return any Senior Notes not tendered or not exchanged to, the person(s) so
indicated. The undersigned recognizes that the Company has no obligation
pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Senior Notes from the name of the registered
holder(s) thereof if the Company does not accept for exchange any of the Senior
Notes so tendered for exchange.
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SPECIAL ISSUANCE
INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Senior Notes in a principal amount not
tendered, or Senior Exchange Notes issued in exchange for Senior Notes
accepted for exchange, are to be issued in the name of someone other than the
undersigned, or (ii) if Senior Notes tendered by book-entry transfer which are
not exchanged are to be returned by credit to an account maintained by at the
Book-Entry Transfer Facility. Issue Senior Exchange Notes and/or Senior Notes
to:
Name(s): .....................................................................
(PLEASE TYPE OR PRINT)
Address: .....................................................................
..............................................................................
(INCLUDE ZIP CODE)
..............................................................................
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
(COMPLETE SUBSTITUTE FORM W-9)
/ / Credit unexchanged Senior Notes delivered by book-entry transfer to the
Book-Entry Transfer Facility set forth below:
..............................................................................
(BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER, IF APPLICABLE)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if Senior Notes in a principal amount not tendered,
or Senior Exchange Notes issued in exchange for Senior Notes accepted for
exchange, are to be mailed or delivered to someone other than the undersigned,
or to the undersigned at an address other than that shown below the
undersigned's signature.
Mail or deliver Senior Exchange Notes and/or Senior Notes to:
Name: ........................................................................
(PLEASE TYPE OR PRINT)
Address: .....................................................................
..............................................................................
(INCLUDE ZIP CODE)
..............................................................................
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
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PLEASE SIGN HERE WHETHER OR NOT
SENIOR NOTES ARE BEING PHYSICALLY TENDERED HEREBY
(Complete Accompanying Substitute Form W-9 on Reverse Side)
X .............................................................. ........
Date
X .............................................................. ........
Date
Area Code and Telephone
Number: ............................................................
The above lines must be signed by the registered Holder(s) of Senior Notes as
name(s) appear(s) on the Senior Notes or on a security position listing, or by
person(s) authorized to become registered Holder(s) by a properly completed bond
power from the registered Holder(s), a copy of which must be transmitted with
this Letter of Transmittal. If Senior Notes to which this Letter of Transmittal
relate are held of record by two or more joint Holders, then all such Holders
must sign this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, then such person must
(i) set forth his or her full title below and (ii) unless waived by the Company,
submit evidence satisfactory to the Company of such person's authority so to
act. See Instruction 5 regarding the completion of this Letter of Transmittal,
printed below.
Name(s): ...................................................................
.............................................................................
(Please Type or Print)
Capacity: ..................................................................
Address: ...................................................................
(Include Zip Code)
MEDALLION SIGNATURE GUARANTEE
(If Required by Instruction 5)
Certain signatures must be Guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an Eligible Institution:
..........................................
(Authorized Signature)
.............................................................................
(Title)
.............................................................................
(Name of Firm)
.............................................................................
(Address, Include Zip Code)
.............................................................................
(Area Code and Telephone Number)
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Senior Notes or Book-Entry
Confirmations. All physically delivered Senior Notes or any confirmation of a
book-entry transfer to the Exchange Agent's account at the Book-Entry Transfer
Facility of Senior Notes tendered by book-entry transfer (a "Book-Entry
Confirmation"), as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile hereof, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. The method of delivery of the tendered Senior Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Holder and, except as otherwise provided below,
the delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. Instead of delivery by mail, it is recommended that the Holder
use an overnight or hand delivery service. In all cases, sufficient time should
be allowed to assure delivery to the Exchange Agent before the Expiration Date.
No Letter of Transmittal or Senior Notes should be sent to the Company.
2. Guaranteed Delivery Procedures. Holders who wish to tender their Senior
Notes and (a) whose Senior Notes are not immediately available, or (b) who
cannot deliver their Senior Notes, this Letter of Transmittal or any other
documents required hereby to the Exchange Agent prior to the Expiration Date or
(c) who are unable to complete the procedure for book-entry transfer on a timely
basis, must tender their Senior Notes according to the guaranteed delivery
procedures set forth in the Prospectus. Pursuant to such procedures: (i) such
tender must be made by or through a firm which is a member of a registered
national securities exchange or of the National Association of Securities
Dealers Inc. or a commercial bank or a trust company having an office or
correspondent in the United States (an "Eligible Institution"); (ii) prior to
the Expiration Date, the Exchange Agent must have received from the 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 of the Senior Notes, the registration number(s) of such
Senior Notes and the principal amount of Senior Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within three (3) New York
Stock Exchange, Inc. ("NYSE") trading days after the Expiration Date, this
Letter of Transmittal (or facsimile hereof) together with the Senior Notes (or a
Book-Entry Confirmation) in proper form for transfer, will be received by the
Exchange Agent within three (3) NYSE trading days after the Expiration Date; and
(iii) the certificates for all physically tendered shares of Senior Notes, in
proper form for transfer, or Book-Entry Confirmation, as the case may be, and
all other documents required by this Letter are received by the Exchange Agent
within three (3) NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
Any Holder of Senior Notes who wishes to tender Senior Notes pursuant to
the guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery prior to 5:00 p.m., New York
City time, on the Expiration Date. Upon request of the Exchange Agent, a Notice
of Guaranteed Delivery will be sent to Holders who wish to tender their Senior
Notes according to the guaranteed delivery procedures set forth above.
See "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus.
3. Tender by Holder. Only a Holder of Senior Notes may tender such Senior
Notes in the Exchange Offer. Any beneficial Holder of Senior Notes who is not
the registered Holder and who wishes to tender should arrange with the
registered Holder to execute and deliver this Letter of Transmittal on his
behalf or must, prior to completing and executing this Letter of Transmittal and
delivering his Senior Notes, either make appropriate arrangements to register
ownership of the Senior Notes in such Holder's name or obtain a properly
completed bond power from the registered Holder.
4. Partial Tenders. Tenders of Senior Notes will be accepted only in
integral multiples of $1,000. If less than the entire principal amount of any
Senior Notes is tendered, the tendering Holder should fill in the principal
amount tendered in the fourth column, entitled "Principal Amount Tendered," of
the box entitled "Description of Senior Notes Tendered" above. The entire
principal amount of Senior Notes delivered to the
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Exchange Agent will be deemed to have been tendered unless otherwise indicated.
If the entire principal amount of all Senior Notes is not tendered, then Senior
Notes for the principal amount of Senior Notes not tendered and New Notes issued
in exchange for any Senior Notes accepted will be sent to the Holder at his or
her registered address, unless a different address is provided in the
appropriate box on this Letter of Transmittal, promptly after the Senior Notes
are accepted for exchange.
5. Signatures on This Letter of Transmittal; Bond Powers and Endorsements;
Medallion Guarantee of Signatures. If this Letter of Transmittal (or facsimile
hereof) is signed by the record Holder(s) of the Senior Notes tendered hereby,
the signature must correspond with the name(s) as written on the face of the
Senior Notes without alteration, enlargement or any change whatsoever. If this
Letter of Transmittal is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the Holder of the Senior Notes.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder or Holders of Senior Notes listed and tendered hereby and the
New Notes issued in exchange therefor is to be issued (or any untendered
principal amount of Senior Notes is to be reissued) to the registered Holder,
the said Holder need not and should not endorse any tendered Senior Notes, nor
provide a separate bond power. In any other case, such Holder must either
properly endorse the Senior Notes tendered or transmit a properly completed
separate bond power with this Letter of Transmittal, with the signatures on the
endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder or Holders of any Senior Notes listed, such
Senior Notes must be endorsed or accompanied by appropriate bond powers, in each
case signed as the name of the registered Holder or Holders appears on the
Senior Notes.
If this Letter of Transmittal (or facsimile hereof) or any Senior Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or 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, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Senior Notes or signatures on bond powers required by this
Instruction 5 must be guaranteed by an Eligible Institution.
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered holder(s) of the Senior Notes tendered herewith (or by
a participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of the tendered Senior Notes) and the
issuance of New Notes (and any Senior Notes not tendered or not accepted) are to
be issued directly to such registered holder(s) (or, if signed by a participant
in the Book-Entry Transfer Facility, any New Notes or Senior Notes not tendered
or not accepted are to be deposited to such participant's account at such
Book-Entry Transfer Facility) and neither the box entitled "Special Delivery
Instructions" nor the box entitled "Special Issuance Instructions" has been
completed, or (ii) such Senior Notes are tendered for the account of an Eligible
Institution. In all other cases, all signatures on this Letter of Transmittal
must be guaranteed by an Eligible Institution.
6. Special Registration and Delivery Instructions. Tendering holders should
indicate, in the applicable box or boxes, the name and address (or account at
the Book-Entry Transfer Facility) to which New Notes or substitute Senior Notes
for principal amounts not tendered or not accepted for exchange are to be issued
or sent, if different from the name and address of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
7. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Senior Notes pursuant to the Exchange Offer. If,
however, New Notes or Senior Notes for principal amounts not tendered or
accepted for exchange 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 Senior Notes
tendered hereby, or if tendered Senior Notes are
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registered in the name of any person other than the person signing this Letter
of Transmittal, or if a transfer tax is imposed for any reason other than the
exchange of Senior Notes pursuant to the Exchange Offer, then the amount of any
such transfer taxes (whether imposed on the registered Holder or any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering Holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 7, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SENIOR NOTES LISTED IN THIS LETTER OF
TRANSMITTAL.
8. Tax Identification Number. Federal income tax law requires that a holder
of any Senior Notes which are accepted for exchange must provide the Company (as
payor) with its correct taxpayer identification number ("TIN"), which, in the
case of a Holder who is an individual is his or her social security number. If
the Company is not provided with the correct TIN, the Holder may be subject to a
$50 penalty imposed by Internal Revenue Service. (If withholding results in an
over-payment of taxes, a refund may be obtained.) Certain holders (including,
among others, all corporations and certain foreign individuals) are not subject
to these backup withholding and reporting requirements. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional instructions.
To prevent backup withholding, each tendering Holder must provide such
Holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such Holder is awaiting a
TIN), and that (i) the Holder has not been notified by the Internal Revenue
Service that such Holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the Holder that such Holder is no longer subject to backup withholding.
If the Senior Notes are registered in more than one name or are not in the name
of the actual owner, see the enclosed "Guidelines for Certification of Taxpayer
Identification Number of Substitute Form W-9" for information on which TIN to
report.
The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligation regarding backup
withholding.
9. Validity of Tenders. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of tendered Senior Notes will be
determined by the Company, in its sole discretion, which determination will be
final and binding. The Company reserves the right to reject any and all Senior
Notes not validly tendered or any Senior Notes, the Company's acceptance of
which would, in the opinion of the Company or its counsel, be unlawful. The
Company also reserves the right to waive any conditions of the Exchange Offer or
defects or irregularities in tenders of Senior Notes as to any ineligibility of
any holder who seeks to tender Senior Notes in the Exchange Offer. The
interpretation of the terms and conditions of the Exchange Offer (includes this
Letter of Transmittal and the instructions hereto) by the Company shall be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Senior Notes must be cured within such time as the
Company shall determine. The Company will use reasonable efforts to give
notification of defects or irregularities with respect to tenders of Senior
Notes, but shall not incur any liability for failure to give such notification.
10. Waiver of Conditions. The Company reserves the absolute right to waive,
in whole or part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Senior Notes or transmittal of this Letter of Transmittal
will be accepted.
12. Mutilated, Lost, Stolen or Destroyed Senior Notes. Any Holder whose
Senior Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
13. Requests for Assistance or Additional Copies. Requests for assistance
or for additional copies of the Prospectus or this Letter of Transmittal may be
directed to the Exchange Agent at the address or telephone
11
number set forth on the cover page of this Letter of Transmittal. Holders may
also contact their broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Exchange Offer.
14. Acceptance of Tendered Senior Notes and Issuance of Senior Exchange
Notes; Return of Senior Notes. Subject to the terms and conditions of the
Exchange Offer, the Company will accept for exchange all validly tendered Senior
Notes as soon as practicable after the Exchange Date and will issue Senior
Exchange Notes therefor as soon as practicable thereafter. For purposes of the
Exchange Offer, the Company shall be deemed to have accepted tendered Senior
Notes when, as and if the Company has given written and oral notice thereof to
the Exchange Agent. If any tendered Senior Notes are not exchanged pursuant to
the Exchange Offer for any reason, such unexchanged Senior Notes will be
returned, without expense, to the undersigned at the address shown above (or
credited to the undersigned's account at the Book-Entry Transfer Facility
designated above) or at a different address as may be indicated under the box
entitled "Special Delivery Instructions."
15. Withdrawal. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF
(TOGETHER WITH THE SENIOR NOTES) WHICH MUST BE DELIVERED BY BOOK-ENTRY TRANSFER
OR IN ORIGINAL HARD COPY FROM) OR THE NOTICE OF GUARANTEED DELIVERY MUST BE
RECEIVED BY THE EXCHANGE AGENT PRIOR TO THE EXPIRATION TIME.
12
(TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE INSTRUCTION 5))
PAYER'S NAME: THE MAJESTIC STAR CASINO, LLC
- ---------------------------------------------------------------------------------------------------
SUBSTITUTE PART I--TAXPAYER IDENTIFICATION
FORM W-9 NO.--For all accounts, enter
your taxpayer identification
number in the appropriate box. Social Security Number
For most individuals and sole
proprietors, this is your OR
DEPARTMENT OF THE TREASURY social security number. For
INTERNAL REVENUE SERVICE other entities, it is your
Employer Identification Number.
If you do not have a number,
see How to Obtain a TIN in the
enclosed Guidelines. Note: If
the account is in more than one
name, see the Employer
identification number the chart
on page 2 of the enclosed
Guidelines to determine what
number to enter.
---------------------------------------
PART II--FOR PAYEES EXEMPT
FROM BACKUP WITHHOLDING
(SEE ENCLOSED GUIDELINES)
- ---------------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER
- ---------------------------------------------------------------------------------------------------
CERTIFICATION--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and either (a) I have
mailed or delivered an application to receive a taxpayer identification
number to the appropriate Internal Revenue Service Center or Social
Security Administration 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 within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide
a number;
(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 ("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, correct and complete.
- --------------------------------------------------------------------------------
SIGNATURE DATE , 1996
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT TO THE NEW NOTES. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.