Exhibit 99.3
JACOBS ENTERTAINMENT, INC
EXCHANGE OF ALL OUTSTANDING
11 7/8 % SENIOR SECURED NOTES DUE 2009
FOR
11 7/8 % SENIOR SECURED NOTES DUE 2009
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_________________, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). NOTES TENDERED
IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
To Our Clients:
We are enclosing herewith a prospectus, dated _________________, 2002, of
Jacobs Entertainment, Inc., and the accompanying letter of transmittal that
together constitute the offer by Jacobs Entertainment, Inc. (the "Exchange
Offer"), to exchange its 11 7/8 % Senior Secured Notes due 2009 (the "New
Notes"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), for like principal amount of its issued and outstanding
11 7/8 % Senior Secured Notes due 2009 (the "Old Notes"), upon the terms and
subject to the conditions set forth in the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
We are the holder of record of Old Notes held by us for your own account. A
tender of such Old Notes can be made only by us as the record holder and
pursuant to your instructions. The letter of transmittal is furnished to you for
your information only and cannot be used by you to tender Old Notes held by us
for your account.
We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of
the Exchange Offer. We also request that you confirm that we may, on your
behalf, make the representations contained in the letter of transmittal.
Pursuant to the letter of transmittal, each holder of Old Notes will
represent to Jacobs Entertainment, Inc. that:
(i) any New Notes that the holder will acquire in exchange for Old Notes
will be acquired in the ordinary course of business of the holder,
(ii) the holder has not engaged in, does not intend to engage in, and has
no arrangement with any person to engage in, a distribution of any New
Notes issued to the holder, and
(iii) the holder is not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Jacobs Entertainment, Inc.
If the holder is a broker-dealer (whether or not it is also an "affiliate")
that will receive New Notes for its own account in exchange for Old Notes, it
will represent that the Old Notes were acquired as a result of market-making
activities or other trading activities, and it will acknowledge that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of those New Notes. By acknowledging that it will
deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of those New Notes, the
broker-dealer is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
Please return your instructions to us in the enclosed envelope within ample
time to permit us to submit a tender on your behalf prior to the Expiration
Date.
INSTRUCTIONS TO BOOK ENTRY TRANSFER PARTICIPANT
To Participant of the DTC:
The undersigned hereby acknowledges receipt of the prospectus, dated
_______________, 2002 (the "Prospectus") of Jacobs Entertainment, Inc., and the
accompanying letter of transmittal (the "Letter of Transmittal"), that together
constitute Jacobs Entertainment, Inc.'s offer (the "Exchange Offer") to exchange
its 11 7/8 % Senior Secured Notes due 2009 (the "New Notes"), for all of its
outstanding 11 7/8 % Senior Secured Notes due 2009 (the "Old Notes").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the Prospectus or the Letter of Transmittal.
This will instruct you, the DTC participant, 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 11 7/8 % Senior Secured Notes due 2009.
With respect to the Exchange Offer, we hereby instruct you (check
appropriate box):
[ ] TO TENDER the following amount of Old Notes you hold for our account
(Insert Principal Amount of Old Notes to be Tendered, if any) $____________.
[ ] NOT TO TENDER any Old Notes you hold for our account.
If we instruct you to tender the Old Notes held by you for our account, it
is understood that you are authorized to make, on behalf of us (and, by signing
below, we hereby make to you), the representations contained in the Letter of
Transmittal that are to be made with respect to us as a beneficial owner,
including, but not limited to, the representations, that:
(i) any New Notes that we will acquire in exchange for Old Notes will be
acquired in the ordinary course of our business;
(ii) we have not engaged in, do not intend to engage in, and have no
arrangement with any person to engage in, a distribution of any New
Notes issued to us; and
(iii) we are not an "affiliate" (as defined in Rule 405 under the
Securities Act) of Jacobs Entertainment, Inc.
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If we are a broker-dealer that will receive New Notes for our own account
in exchange for Old Notes, we represent that the Old Notes were acquired as a
result of market-making activities or other trading activities, and we
acknowledge that we will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of those New Notes. By
acknowledging that we will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of those New
Notes, we are not deemed to admit that we are an "underwriter" within the
meaning of the Securities Act.
Name of beneficial owner(s):
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Signature(s):
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Name(s) (please print):
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Address:
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Telephone Number:
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Taxpayer Identification or Social Security Number:
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Date:
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