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LETTER OF TRANSMITTAL
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 p.m., NEW YORK CITY TIME, ON _______, 1997 (AS SUCH DATE MAY
BE EXTENDED, THE "EXPIRATION DATE").
GRAND CASINOS, INC.
Series A Senior Notes Due 2004
PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS
IF YOU DESIRE TO ACCEPT THE EXCHANGE OFFER, THIS LETTER OF TRANSMITTAL SHOULD BE
COMPLETED, SIGNED, AND SUBMITTED TO:
FIRSTAR BANK OF MINNESOTA, N.A.
Exchange Agent
101 East Fifth Street
St. Paul, Minnesota 55101-1860
Attention: Corporate Trust Administration
Telecopier No. (612) 229-6415
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned hereby acknowledges receipt of the prospectus dated
________, 1997 (the "Prospectus") Grand Casinos, Inc., a Minnesota corporation (
the "Company"), and this Letter of Transmittal (the "Letter of Transmittal")
that together constitute the Company's offer (the "Exchange Offer") to exchange
$1,000 in principal amount of its Series B Senior Notes due 2004 (the "New
Notes") for each $1,000 in principal amount of its outstanding Series A Senior
Notes due 2004 (the "Old Notes"). The Old Notes and New Notes are collectively
referred to as the "Notes." Capitalized terms used but not defined herein have
the meanings ascribed to them in the Prospectus.
The undersigned hereby tenders the Old Notes described in Box 1 below
(the "Tendered Old Notes") pursuant to the terms and conditions described in the
Prospectus and this Letter of Transmittal. If the undersigned is not the
beneficial owner of all the Tendered Old Notes (such beneficial owner(s) other
than the undersigned being called herein the "Beneficial Owners"), the
undersigned represents that it has received from each Beneficial Owner a duly
completed and executed form of "Instruction to Registered Holder from Beneficial
Owner" accompanying this
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Letter of Transmittal (the "Instruction to Registered Holder"), instructing the
undersigned to take the action described in this Letter of Transmittal.
Subject to, and effective upon, the acceptance for exchange of the
Tendered Old Notes, the undersigned hereby exchanges, assigns, and transfers to,
or upon the order of, the Company all right, title, and interest in, to, and
under the Tendered Old Notes.
Unless otherwise indicated under "Special Exchange Instructions" below
(Box 3A), please issue the New Notes exchanged for Tendered Old Notes in the
name(s) of the undersigned. Similarly, unless otherwise indicated under "Special
Delivery Instructions" below (Box 3B), please send or cause to be sent the
certificates for New Notes (and accompanying documents, as appropriate) to the
undersigned at the address shown below in Box 1.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the true and lawful agent and attorney in fact of the
undersigned with respect to the Tendered Old Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (i) deliver the Tendered Old Notes to the Company
or cause ownership of the Tendered Old Notes to be transferred to, or upon the
order of, the Company, on the books of the Registrar for the Old Notes and
deliver all accompanying evidences of transfer and authenticity to, or upon the
order of, the Company upon receipt by the Exchange Agent, as the undersigned's
agent, of the New Notes to which the undersigned is entitled upon the acceptance
by the Company of the Tendered Old Notes pursuant to the Exchange Offer and (ii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of the Tendered Old Notes, all in accordance with the terms of the Exchange
Offer.
The undersigned understands that tenders of Old Notes pursuant to the
procedures described under the caption "THE EXCHANGE OFFER - Procedures for
Tendering Old Notes" 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.
The tender of Tendered Old Notes made hereby shall be binding on the
undersigned and all future holders and owners of the Tendered Old Notes, subject
only to withdrawal of such tender on the terms set forth in the Prospectus under
the caption "THE EXCHANGE OFFER - Withdrawal Rights." All authority herein
conferred or agreed to be conferred shall survive the death or incapacity of the
undersigned and any Beneficial Owner(s), and every obligation of the undersigned
or any Beneficial Owners hereunder shall be binding upon the heirs,
representatives, successors, and assigns of the undersigned and such Beneficial
Owner(s).
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign, and transfer the Tendered
Old Notes and that the Company will acquire good and unencumbered title thereto,
free and clear of all liens, restrictions, charges, encumbrances, and adverse
claims when the Tendered Notes are acquired by the Company as contemplated
herein. The undersigned and each Beneficial Owner will, upon request, execute
and
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deliver any additional documents reasonably requested by the Company as
necessary or desirable to complete and give effect to the transactions
contemplated hereby.
The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.
By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the New Notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned and any Beneficial Owner(s) in the ordinary course of business
of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each
Beneficial Owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution of the New Notes, and (iii) the undersigned and each Beneficial
Owner acknowledge that any person participating in the Exchange Offer for the
purpose of distributing the New Notes must comply with the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended
(together with the rules and regulations promulgated thereunder, the "Securities
Act"), in connection with a secondary resale transaction of the New Notes
acquired by such person and cannot rely on the position of the Staff of the
Securities and Exchange Commission (the "Commission") set forth in no-action
letters that are discussed in the section of the Prospectus entitled "THE
EXCHANGE OFFER Resales of the New Notes."
The undersigned and each Beneficial Owner understands that a secondary
resale transaction described in clause (iii) above should be covered by an
effective registration statement containing the selling securityholder
information required by Item 507 of Regulation S-K of the Commission.
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PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
BOX 1
DESCRIPTION OF OLD NOTES TENDERED
(Attach additional signed pages, if necessary)
Name(s) and address(es) of Registered Old Amount
Note Holder(s), exactly as name(s) Certificate Principal Aggregate
appear(s) on Old Note Certificate(s) Number(s) and Amount Principal
(Please fill in, if blank) Series of Old Represented Amount
Notes by Certificate(s) Tendered*
______________ _______________ _____________
______________ _______________ _____________
______________ _______________ _____________
Total
______________ _______________ _____________
BOX 2
BENEFICIAL OWNER(S)
State of Principal Principal Amount of
Residence of Each Beneficial Tendered Old Notes Held
Owner of Tendered Old Notes for Account of Beneficial Owner
_______________________________ ____________________________________
_______________________________ ____________________________________
_______________________________ ____________________________________
_______________________________ ____________________________________
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BOX 3A BOX 3B
SPECIAL EXCHANGE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
SEE INSTRUCTIONS 5, 6 AND 7) (SEE INSTRUCTIONS 5, 6 AND 7)
To be completed ONLY if New Notes for the Old To be completed ONLY if the New Notes exchanged
Notes or Old Notes (if any) represented by Old Note for the Old Notes and untendered Old Notes are to be
Certificates delivered to the Exchange Agent herewith, sent to someone other than the undersigned, or to the
to the extent not tendered, are to be issued in the undersigned at an address other than that shown above.
name of someone other than the undersigned.
Issue New Note(s) and any untendered Old Notes to: Issue New Note(s) and any untendered Old Notes to:
Names(s): Names(s):
- ------------------------------------------- -------------------------------------------
(please print) (please print)
Address: Address:
- ------------------------------------------- -------------------------------------------
- ------------------------------------------- -------------------------------------------
- ------------------------------------------- -------------------------------------------
(include Zip Code) (include Zip Code)
Tax Identification or Tax Identification or
Social Security No.: Social Security No.:
- ------------------------------------------- -------------------------------------------
BOX 4
USE OF GUARANTEED DELIVERY
/ / CHECK HERE ONLY IF OLD NOTES ARE BEING TENDERED BY MEANS OF A NOTICE OF
GUARANTEED DELIVERY. See Instruction 2. If this box is checked, please
provide the following information:
Name(s) of Registered Holder(s):_______________________________________________
_______________________________________________________________________________
Date of Execution of Notice of Guaranteed Delivery: ___________________________
Name of Institution which Guaranteed Delivery: ________________________________
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BOX 5
TENDERING HOLDER SIGNATURE
(SEE INSTRUCTIONS 1 AND 5)
IN ADDITION, COMPLETE SUBSTITUTE FORM W-7
X ____________________________________________ Signature Guarantee
(If required by Instruction 5)
X ____________________________________________
(Signatures of Registered Holder(s) Authorized Signature
or Authorized Signatory)
X _______________________________________________
Note: The above lines must be signed by the
registered holder(s) of Old Notes as their
Name(s) appear(s) on the Old Notes or by person(s) Name: ___________________________________________
authorized to become registered holder(s) by a (please print)
properly completed bond power from the registered
holder(s) and other documents required by the Title:___________________________________________
Purchase Agreements (all of which must be transmitted
with this Letter of Transmittal). If signature is Name of Firm:____________________________________
by a trustee, executor, administrator, guardian, (Must be an Eligible institution
attorney-in-fact, officer, or other person acting in a (as defined in Instruction 2)
fiduciary or representative capacity, such person must
set forth his or her full title below. See Instruction 5. Address: ________________________________________
_________________________________________________
Name(s): __________________________________________ _________________________________________________
(include Zip Code)
__________________________________________
Capacity:__________________________________________ Area Code and Telephone Number:
__________________________________________ _________________________________________________
Street Address: ___________________________________ Dated: __________________________________________
_________________________________________
_________________________________________
(include Zip Code)
_________________________________________
Area Code and Telephone Number:
_________________________________________
Tax Identification or Social Security Number:
_________________________________________
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PAYOR'S NAME: GRAND CASINOS, INC.
SUBSTITUTE Name (if joint names, list first and circle the name of
the person or entity whose number you enter in Part I
below. See Instructions if your name has changed.)
FORM W-9 ________________________________________________________
Address
Department of the ________________________________________________________
Treasury City, state and ZIP Code
________________________________________________________
Internal Revenue List account number(s) here (optional)
Service
Part 1 - PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION TIN
NUMBER ("TIN") (YOUR SOCIAL SECURITY NUMBER OR
EMPLOYER IDENTIFICATION NUMBER) IN THE BOX AT
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW ____________
Part 2 - Check the box if you are NOT
subject to backup withholding under the provisions of
section 3408(a)(1)(C) of the Internal Revenue Code
because (1) you have not been notified that you are
subject to backup withholding as a result of failure to
report all interest or dividends or (2) the Internal
Revenue Service has notified you that you are no longer
subject to backup withholding. / /
Payor's Request CERTIFICATION - UNDER PENALTIES OF PERJURY, I CERTIFY PART 3 -
for TIN THAT THE INFORMATION PROVIDED ON THIS FORM IS TRUE, CHECK
CORRECT AND COMPLETE. BOX IF
AWAITING
Signature _____________________________ Date ___________ TIN
/ /
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INSTRUCTIONS TO LETTER OF TRANSMITTAL
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. The Tendered
Old Notes, as well as properly completed and duly executed copy of this Letter
of Transmittal, a Substitute Form W-9 (or facsimile thereof), 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 CERTIFICATES FOR OLD
NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
TENDERING ELIGIBLE HOLDER (AS DEFINED IN THE PROSPECTUS) AND DELIVERY WILL BE
DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE ELIGIBLE
HOLDER USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. Neither the Company nor the
Registrar is under any obligation to notify any tendering Eligible Holder of the
Company's acceptance of Tendered Old Notes prior to the Closing of the Exchange
Offer.
2. GUARANTEED DELIVERY PROCEDURES. Eligible Holders who wish to tender
their Old Notes but whose Old Notes are not immediately available and who cannot
deliver their Old Notes, Letter of Transmittal and any other documents required
by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date
must tender their Old Notes according to the guaranteed delivery procedures set
forth below, including completion of Box 4. 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 is a commercial bank or trust company having an office or
correspondent in the United States, or is otherwise an "eligible guarantor
institution" within the meaning of Rule 17Ad-15 under the Securities Exchange
Act of 1934, as amended (an "Eligible Institution") and the Notice of Guaranteed
Delivery must be signed by the Eligible Holder; (ii) prior to the Expiration
Date, the Exchange Agent must have received from the Eligible Holder and the
Eligible Institution a properly completed and duly executed Letter of
Transmittal and a Notice of Guaranteed Delivery (by facsimile transmission,
mail, or hand delivery) setting forth the name and address of the Eligible
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 four business days after the date of
delivery of the Notice of Guaranteed Delivery, the Tendered Old Notes and any
other inquired documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed documents
required by this Letter of Transmittal and the Tendered Old Notes in proper form
for transfer must be received by the Exchange Agent within four business days
after the Expiration Date. Any Eligible 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. Failure to complete the guaranteed delivery
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procedures outlined above will not, of itself, affect the validity or effect a
revocation of any Letter of Transmittal form properly completed and executed by
an Eligible Holder who attempted to use the guaranteed delivery process.
3. BENEFICIAL OWNER INSTRUCTIONS TO REGISTERED HOLDERS. Only an
Eligible Holder in whose name the Old Notes are registered on the books of the
Registrar (a "Registered Holder") (or the legal representative or
attorney-in-fact of such Registered Holder) may execute and deliver this Letter
of Transmittal. Any Beneficial Owner of Old Notes who is not the Registered
Holder must arrange promptly with the Registered Holder to execute and deliver
this Letter of Transmittal on his or her behalf through the execution and
delivery to the Registered Holder of the Instructions to Registered Holder form
accompanying this Letter of Transmittal. If such Beneficial Owner wishes to
tender directly, such Beneficial Owner must, prior to completing and executing
this Letter of Transmittal and tendering Old Notes, make appropriate
arrangements to register ownership of the Old Notes in such Beneficial Owner's
name. Beneficial Owners should be aware that the Letter of registered ownership
may take considerable time.
4. PARTIAL TENDERS. Tenders of Old Notes will be accepted only in
integral multiples of $1,000 in principal amount. If less than the entire
principal amount of any Old Note is tendered, the tendering Eligible Holder
should fill in the principal amount tendered in the column labeled "Aggregate
Principal Amount Tendered" of the box entitled "Description of Old Notes
Tendered" (Box 1) above. The entire principal amount of Old Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated. If the entire principal amount of all Old Notes is not tendered, Old
Notes for the principal amount of Old Notes not tendered and New Notes exchanged
for any Old Notes tendered will be sent to the Eligible 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 Old Notes are accepted.
5. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed
by the Registered Holder(s) of the Tendered Old Notes, the signature must
correspond with the name(s) as written on the face of the Tendered Old Notes
without alteration, enlargement, or any change whatsoever.
If any of the Tendered Old Notes are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal. If any
Tendered Old Notes are held in different names on several Old Notes, it will be
necessary to complete, sign, and submit as many separate copies of the Letter of
Transmittal documents as there are names in which Tendered Old Notes are held.
If this Letter of Transmittal is signed by the Registered Holder(s) of
Tendered Old Notes tendered and New Notes are to be issued (and any untendered
principal amount of Old Notes is to be reissued) to the Registered Holder(s),
the Registered Holder(s) need not and should not endorse any Tendered Old Notes
nor provide a separate bond power. In any other case, such Registered Holder(s)
must either properly endorse the Old Notes tendered or transmit a properly
completed separate bond power with this Letter of Transmittal, with the
signature(s) on the endorsement or
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bond power guaranteed by an Eligible Institution along with the other documents
required upon transfer by the Purchase Agreements.
If this Letter of Transmittal is signed by a person other than the
Registered Holder(s) of any Old Notes, the Tendered Old Notes must be endorsed
or accompanied by appropriate bond powers, in each case, signed as the name of
the Registered Holder(s) appears on the Old Notes, with the signature on the
endorsement or bond power guaranteed by an Eligible Institution along with the
other documents required upon transfer by the Purchase Agreement.
If this Letter of Transmittal or any Old Notes 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, evidence satisfactory to the Company of their authority to so act must
be submitted with this Letter of Transmittal.
Endorsements on Old Notes or signatures on bond powers required by this
Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal must be guaranteed by an
Eligible Institution unless the Tendered Old Notes are tendered (1) by a
Registered Holder who has not completed the box set forth herein entitled
"Special Exchange Instructions" (Box 3A) or the box entitled "Special Delivery
Instructions" (Box 3B) or (ii) by an Eligible Institution.
6. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS. Tendering Eligible
Holders should indicate, in the applicable box or boxes (Box 3A and/or 3B), the
name and address to which the New Notes and/or substitute Old 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 sale and transfer of Old Notes to it or its order pursuant to
the Exchange Offer. If, however, New Notes are to be issued to, or Old Notes for
principal amounts not tendered or accepted are to be delivered to, or are to be
registered or issued 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 transfer and sale of Old Notes to the Company or its order pursuant to
the Exchange Offer, then the amount of any such transfer taxes (whether imposed
on the registered holder or on any other person) will be payable by the
tendering Eligible Holder. If satisfactory evidence of payment of such taxes or
exemption from taxes therefrom is not submitted with this Letter of Transmittal,
the amount of transfer taxes will be billed directly to such tendering Eligible
Holder.
Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Old Notes listed in this Letter of
Transmittal.
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8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that an
Eligible Holder of any Old Notes which are accepted for exchange (who does not
otherwise establish an exemption from backup Federal income tax withholding)
must provide the Company (as payor) with its correct taxpayer identification
number ("TIN"), which, in the case of an Eligible 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 the Internal
Revenue Service.
To prevent backup withholding, each tendering Eligible 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 Eligible
Holder is awaiting a TIN), and that (i) the Eligible Holder has not been
notified by the Internal Revenue Service that such Eligible 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 Eligible Holder that such
Eligible Holder is no longer subject to backup withholding. (If withholding
results in an over-payment of taxes, a refund may be obtained.) Certain Eligible
Holders (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements.
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 Old Notes
will be determined by the Company in its sole discretion, which determination
will be final and binding. The Company reserves the right to inject any and all
Old Notes not properly tendered or any Old 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 Old Notes as to any ineligibility of any
holder who seeks to tender Old Notes in the Exchange Offer. The interpretation
of the terms and conditions of the Exchange Offer (including 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 Old 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 Old Notes,
but shall not incur any liability for failure to give such notification.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right
to amend, waive, or modify specified conditions in the Exchange Offer in
the case of any Tendered Old Notes.
11. NO CONDITIONAL TENDER. No alternative, conditional,
irregular, or contingent tender of Old Notes or transmittal of this Letter of
Transmittal will be accepted.
12. MUTILATED, LOST, STOLEN, OR DESTROYED OLD NOTES. Any tendering
Eligible Holder whose Old Notes have been mutilated, lost, stolen, or
destroyed should contact the Exchange Agent at the address indicated above for
further instruction.
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13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance and requests for additional copies of the Prospectus may
be directed to the Exchange Agent at the address specified in the Prospectus.
Eligible Holders may also contact their broker, dealer, commercial bank, trust
company, or other nominee for assistance concerning the Exchange Offer.
14. ACCEPTANCE OF TENDERED OLD NOTES AND ISSUANCE OF NEW NOTES; RETURN
OF OLD NOTES. Subject to the terms and conditions of the Exchange Offer, the
Company will accept for exchange all properly tendered Old Notes as promptly as
practicable after the Expiration Date and will issue New Notes therefor promptly
thereafter. For purposes of the Exchange Offer, the Company shall be deemed to
have accepted tendered Old Notes when, as and if the Company has given written
or oral notice thereof to the Exchange Agent. If any Tendered Old Notes are not
exchanged pursuant to the Exchange Offer for any reason, such unexchanged Old
Notes 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
Exchange Instructions" or "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 Rights".
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INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
GRAND CASINOS, INC.
Series A Notes Due 2004
The undersigned hereby acknowledges receipt of the Prospectus dated
_________, 1997 (the "Prospectus") of Grand Casinos, Inc., a Minnesota
corporation (the "Company"), and the accompanying letter of Transmittal (the
"Letter of Transmittal"), that together constitute the Company's offer (the
"Exchange Offer").
This will instruct you, the registered holder, as to the action to be
taken by you relating to the Exchange Offer with respect to the Old Notes held
by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (fill in amount):
$______________ of the Series A Senior Notes Due 2004
With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):
/ / To TENDER the following Old Notes held by you for the account
of the undersigned (insert principal amount of Old Notes to be
tendered, if any):
$______________ of the Series A Senior Notes Due 2004
/ / NOT to TENDER any Old Notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender the Old Notes held by you
for the account of the undersigned, it is understood that you are authorized (a)
to make, on behalf of the undersigned (and the undersigned, by its signature
below, hereby makes to you), the representations and warranties contained in the
Letter of Transmittal that are to be made with respect to the undersigned as a
Beneficial Owner (as defined in the Letter of Transmittal), including but not
limited to the representations that (i) the undersigned's principal residence is
in the state of (fill in state) ______________, (ii) the undersigned is
acquiring the New Notes in the ordinary course of business of the undersigned,
(iii) the undersigned is not participating, does not intend to participate, and
has no arrangement or understanding with any person to participate, in the
distribution of the New Notes, and (iv) the undersigned acknowledges that any
person participating in the Exchange Offer for the purpose of distributing the
New Notes must comply with the registration and prospectus delivery
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requirements of the Securities Act of 1933, as amended, in connection with a
secondary resale transaction of the New Notes acquired by such person and cannot
rely on the position of the Staff of the Securities and Exchange Commission set
forth in no-action letters that are discussed in the section of the Prospectus
entitled "THE EXCHANGE OFFER - Resales of the New Notes"; (b) to agree, on
behalf of the undersigned, to the covenants and agreements to be made on behalf
of or with respect to the undersigned, as set forth in the Letter of
Transmittal; and (c) to take such other action as necessary under the Prospectus
or the Letter of Transmittal to effect the valid tender of such Old Notes.
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SIGN HERE
Name of Beneficial Owner(s):____________________________________________________
Signature(s):___________________________________________________________________
Name(s) (please print): ________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Telephone Number:_______________________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
Date:___________________________________________________________________________
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NOTICE OF GUARANTEED DELIVERY
With Respect to
GRAND CASINOS, INC.
Series A Senior Notes Due 2004
This form must be used by an Eligible Holder of the Series A Senior
Notes Due 2004 (the "Old Notes") of Grand Casinos, Inc. (the "Company") who
wishes to tender Old Notes to the Exchange Agent pursuant to the guaranteed
delivery procedures described in "THE EXCHANGE OFFER - Guaranteed Delivery
Procedures" of the Prospectus dated ________, 1997 (the "Prospectus") and in
Instruction 2 to the Letter of Transmittal. Any Eligible Holder who wishes to
tender Old Notes pursuant to such guaranteed delivery procedures must ensure
that the Exchange Agent receives this Notice of Guaranteed Delivery prior to
5:00 p.m. New York City time on the Expiration Date of the Exchange Offer. Any
Eligible Holder providing this Notice of Guaranteed Delivery must also execute
and deliver a Letter of Transmittal herewith. Capitalized terms not defined
herein have the meanings ascribed to them in the Prospectus or the Letter of
Transmittal.
To: FIRSTAR BANK OF MINNESOTA, N.A., Exchange Agent
101 East Fifth Street
St. Paul, Minnesota 55101-1860
Attention: Corporate Trust Administration
Telecopier No. (612) 229-6415
A DULY COMPLETED AND EXECUTED LETTER OF TRANSMITTAL MUST BE
DELIVERED WITH THIS NOTICE OF GUARANTEED DELIVERY.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes specified below pursuant to the guaranteed delivery procedures set
forth in the Prospectus and in Instruction 2 of the Letter of Transmittal. The
undersigned hereby tenders the Old Notes listed below:
Certificate Number(s) (if known) Aggregate Aggregate
and Principal Principal
Series of Old Notes Amount Amount
Represented Tendered
________________________________ _______________________ ______________________
________________________________ _______________________ ______________________
________________________________ _______________________ ______________________
________________________________ _______________________ ______________________
SIGN HERE
Name of Eligible Holder: _______________________________________________________
Signature(s):___________________________________________________________________
Name(s) (please print):_________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________
Telephone Number:_______________________________________________________________
Date:___________________________________________________________________________
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a firm which is a member of a registered national
securities exchange or of the National Association of Securities Dealers, Inc.,
or is a commercial bank or trust company having an office or correspondent in
the United States, or is otherwise an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as
amended, guarantees deposit with the Exchange Agent of the Letter of Transmittal
(or facsimile thereof), together with the Old Notes tendered hereby in proper
form for transfer and any other required documents, all by 5:00 p.m., New York
City time, on the third business day following the date of delivery of this
Notice of Guaranteed Delivery.
SIGN HERE
Name of Firm:
_____________________________________________
Authorized Signature:
_____________________________________________
Name (please print):
_____________________________________________
Address:
_____________________________________________
_____________________________________________
_____________________________________________
Telephone Number:____________________________
Date:________________________________________
DO NOT SEND NOTES WITH THIS FORM. ACTUAL SURRENDER OF NOTES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, A COPY OF THE PREVIOUSLY EXECUTED LETTER OF
TRANSMITTAL.
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INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY
1. DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY. A properly completed
and duly executed copy of this Notice of Guaranteed Delivery, a properly
completed and duly executed Letter of Transmittal, and any other documents
required by this Notice of Guaranteed Delivery 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 this Notice of Guaranteed
Delivery and any other required documents to the Exchange Agent is at the
election and risk of the Eligible Holder, and the delivery will be deemed made
only when actually received by the Exchange Agent. If delivery is by mail,
registered mail with return receipt requested, properly insured, is recommended.
Instead of delivery by mail, it is recommended that the Eligible Holder use an
overnight or hand delivery service. In all cases sufficient time should be
allowed to assure timely delivery. For a description of the guaranteed delivery
procedure, see Instruction 2 of the Letter of Transmittal.
2. SIGNATURES ON THIS NOTICE OF GUARANTEED DELIVERY. If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Old Notes
referred to herein, the signature must correspond with the name(s) written on
the face of the Old Notes without alteration, enlargement, or any change
whatsoever.
If this Notice of Guaranteed Delivery is signed by a person other than
the registered holder(s) of any Old Notes listed, this Notice of Guaranteed
Delivery must be accompanied by appropriate bond powers, signed as the name of
the registered holder(s) appears on the Old Notes.
If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing.
3. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Eligible Holders may also contact their broker, dealer, commercial bank, trust
company, or other nominee for assistance concerning the Exchange Offer.
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