Exhibit 99.4
JACOBS ENTERTAINMENT, INC.
LETTER TO
DEPOSITORY TRUST COMPANY PARTICIPANTS
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")
OLD NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR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 Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the offer
by Jacobs Entertainment, Inc., 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 Jacobs Entertainment,
Inc.'s prospectus, dated _____________, 2002, and the related letter of
transmittal (which together constitute the "Exchange Offer").
Enclosed are copies of the following documents:
1. Prospectus, dated _________________, 2002;
2. Letter of Transmittal (together with accompanying Substitute Form W-9
Guidelines);
3. Notice of Guaranteed Delivery; and
4. Letter that may be sent to your clients for whose account you hold Old
Notes in your name or in the name of your nominee, with space provided
for obtaining such client's instruction with regard to the Exchange
Offer.
We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire on the Expiration Date unless extended.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
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.
The enclosed Letter to Clients contains an authorization by the beneficial
owners of the Old Notes for you to make the foregoing representations.
Jacobs Entertainment, Inc. will not pay any fee or commission to any broker
or dealer to any other persons (other than the Exchange Agent) in connection
with the solicitation of tenders of Old Notes pursuant to the Exchange Offer.
Jacobs Entertainment, Inc. will pay or cause to be paid any transfer taxes
payable on the transfer of Old Notes to it, except as otherwise provided in
Instruction [ ] of the enclosed letter of transmittal.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,