LETTER OF TRANSMITTAL
CASINO MAGIC OF LOUISIANA, CORP.
OFFER TO EXCHANGE ITS 13% SERIES B FIRST MORTGAGE NOTES DUE 2003 WITH
CONTINGENT INTEREST FOR ANY AND ALL OF ITS 13% SERIES A FIRST MORTGAGE NOTES
DUE 2003 WITH CONTINGENT INTEREST PURSUANT TO THE PROSPECTUS, DATED July
______, 1997.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON August ____, 1997, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
ON EXPIRATION DATE.
Delivery to: First Union National Bank, Exchange Agent
By Mail, Overnight Courier or By Hand:
First Union National Bank
Corporate Trust Department
1525 W. T. Harris Boulevard
Charlotte, North Carolina 28288-1153
By Facsimile:
(704) 590-7628
Confirm by Telephone:
(704) 590-7408
Delivery of this Instrument to an address other than as set forth above,
or transmission of instructions via facsimile other than as set forth above,
will not constitute a valid delivery.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated July, ____ 1997 (the "Prospectus"), of Casino Magic of
Louisiana, Corp., a Louisiana corporation (the "Company"), and this Letter of
Transmittal (this "Letter"), which together constitute the Company's offer
(the "Exchange Offer") to exchange an aggregate principal amount at
maturity of up to $115,000,000 of 13% Series B First Mortgage Notes due
2003 with Contingent Interest (the "Series B Notes") of the Company for a
like principal amount of the issued and outstanding 13% Series A First
Mortgage Notes due 2003 with Contingent Interest (the "Series A Notes") of
the Company from the Holders thereof.
This Letter is to be completed by a Holder of Series A Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Series A 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
Exchange Offer -- Book-Entry Transfer Facility" section of the Prospectus.
Holders of Series A Notes whose certificates are not immediately available, or
who are unable to deliver their certificates or confirmation of the book-entry
tender of their Series A Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Series A Notes according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery
Procedures" section of the Prospectus. See Instruction 1. Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent. The undersigned has completed the appropriate boxes below
and signed this Letter to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE CHECKING ANY BOX BELOW
DESCRIPTION OF 13% SERIES A FIRST MORTGAGE NOTES DUE 2003 WITH CONTINGENT
INTEREST (Series A Notes)
Name(s) and
Address(es) of Aggregate Principal Amount
Registered Principal Tendered (must be
Holder(s) Amount in integral
(Please fill in, Certificate Represented multiples of
if blank) Number(s) by Certificate(s) $1,000)
- ----------------- ------------ ----------------- -----------------
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
________________________________________Total_________________________________
Unless indicated in the column labeled "Principal Amount Tendered," any
tendering Holder of Series A Notes will be deemed to have tendered the entire
aggregate principal amount represented by the column labeled "Aggregate
Principal Amount Represented by Certificate(s)."
If the space provided above is inadequate, list the certificate
numbers and principal amounts on a separate signed schedule and affix the list
to this Letter of Transmittal.
The minimum permitted is $1,000 in principal amount of Series A Notes.
All other tenders must be integral multiples of $1,000
SPECIAL PAYMENT INSTRUCTIONS
(See Instruction 5)
To be completed ONLY if certificates for Series A Notes in a principal amount
not tendered or not purchased, or Series B Notes issued in exchange for Series
A Notes accepted for exchange are to be issued in the name of someone other
than the undersigned.
Issue Certificate to:
Name:
(Please Print)
Address:
(Include Zip Code)
(Tax Identification or Social Security No.)
SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 5)
To be completed ONLY if certificates for Series A Notes in a principal amount
not tendered or not purchased, or Series B Notes issued in exchange for Series
A Notes accepted for exchange are to be sent to someone other than that shown
below.
Mail Certificate to:
Name:
(Please Print)
Address:
(Include Zip Code)
(Tax Identification or Social Security No.)
Ladies and Gentlemen:
Subject to the terms and conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Series A
Notes indicated above. Subject to and effective upon the acceptance for
exchange of the principal amount of Series A Notes tendered in accordance with
this Letter of Transmittal, the undersigned sells, assigns and transfers to,
or upon the order of, the Company all right, title and interest in and to the
Series A Notes tendered hereby. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent its agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as the agent of the
Company) with respect to the tendered Series A Notes with full power of
substitution to (i) deliver certificates for such Series A Notes to the
Company and deliver all accompanying evidences of transfer and authenticity
to, or upon the order of, the Company and (ii) present such Series A Notes for
transfer on the books of the Company and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Series A Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney
granted in this paragraph shall be deemed irrevocable and coupled with an
interest.
The name(s) and address(es) of the registered Holder(s) should be printed
herein under "Description of 13% Series A First Mortgage Notes Due 2003
with Contingent Interest"(unless a label setting forth such information
appears thereunder), exactly as they appear on the Series A Notes tendered
hereby. The certificate number(s)and the principal amount of Series A Notes
to which this Letter of Transmittal relates, together with the principal
amount of such Series A Notes that the undersigned wishes to tender, should be
indicated in the appropriate boxes herein under "Description of 13% Series A
First Mortgage Notes Due 2003 with Contingent Interest."
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Series A
Notes tendered hereby 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 acquired
by the Company. The undersigned hereby further represents that any Series B
Notes acquired in exchange for Series A Notes tendered hereby will have been
acquired in the ordinary course of business of the Holder receiving such
Series B Notes, that neither the Holder nor any such other person has an
arrangement with any person to participate in the distribution of such Series
B Notes and that neither the Holder nor any such other person is an
"affiliate," as defined under Rule 405 of the Securities Act, of the Company
or any of its affiliates. 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 assignment, transfer and purchase
of the Series A Notes tendered hereby.
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
Series B Notes. If the undersigned is a broker-dealer that will receive
Series B Notes for its own account in exchange for Series A Notes that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any
resale of such Series B 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.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Series A Notes, when, as and if the Company has
given oral or written notice thereof to the Exchange Agent.
If any tendered Series A Notes are not accepted for exchange pursuant to
the Exchange Offer for any reason, certificates for any such unaccepted Series
A 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 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 understands that tenders of Series A Notes pursuant to
the procedures described under the caption "The Exchange Offer -- Procedures
for Tendering Series A 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.
Unless otherwise indicated under "Special Payment Instructions," please issue
the certificates representing the Series B Notes issued in exchange for the
Series A Notes accepted for exchange and return any Series A Notes not
tendered or not exchanged in the name(s) of the undersigned. Similarly,
unless otherwise indicated under "Special Delivery Instructions," please send
the certificates representing the Series B Notes issued in exchange for the
Series A Notes accepted for exchange and any certificates for Series A Notes
not tendered or not exchanged (and accompanying documents, as appropriate) to
the undersigned at the address shown below the undersigned's signature(s). In
the event that both "Special Payment Instructions" and "Special Delivery
Instructions" are completed, please issue the certificates representing the
Series B Notes issued in exchange for the Series A Notes accepted for exchange
and return any Series A Notes not tendered or not exchanged in the name(s) of,
and send said certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation pursuant to the "Special Payment
Instructions" and "Special Delivery Instructions" to transfer any Series A
Notes from the name of the registered Holder(s) thereof if the Company does
not accept for exchange any of the Series A Notes so tendered.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
X________________________________________ __________________________, 1997
Signature(s) of Owner Date
X________________________________________ __________________________, 1997
Signature(s) of Owner Date
Area code and Telephone Number _____________________________________________
If a Holder is tendering any Series A Notes, this Letter must be signed
by the registered Holder(s) as the name(s) appear(s) on the certificate(s) for
the Series A Notes or by any person(s) authorized to become registered
Holder(s) by endorsements and documents transmitted herewith. If signature is
by a trustee, executor, administrator, guardian, officer or other person
acting in a fiduciary or representative capacity, please set forth full title.
See Instruction 4.
Name(s)____________________________________________________________________
____________________________________________________________________________
(Please Type or Print)
Capacity:___________________________________________________________________
Address:____________________________________________________________________
____________________________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(If required by Instruction 4)
Signature(s) Guaranteed by an Eligible Institution:_________________________
(Authorized Signature)
____________________________________________________________________________
(Title)
____________________________________________________________________________
(Name and Firm)
Dated:______________________________________________, 1997
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer of 13%
Series B First Mortgage Notes due 2003 with Contingent Interest for any and
all of the 13% Series A First Mortgage Notes due 2003 with Contingent
Interest of Casino Magic of Louisiana, Corp.
1. Delivery of this Letter and Notes; Guaranteed Delivery Procedures.
This letter is to be completed by Holders either if certificates are to
be forwarded herewith or if tenders are to be made pursuant to the procedures
for delivery by book-entry transfers set forth in "The Exchange
Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Series A Notes, or Book-Entry confirmation, as the case
may be, as well as a properly completed and duly executed Letter (or manually
signed facsimile hereof) and any other documents required by this Letter, must
be received by the Exchange Agent by physical delivery or fascsimile at the
address set forth herein on or prior to the Expiration Date, or the tendering
Holder must comply with the guaranteed delivery procedures set forth below.
Holders whose certificates for Series A Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Series A Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
a firm which is a member of a registered national securities exchange or a
member of the National Association of Securities Dealers, Inc. or by a
commercial bank or trust company having an office or correspondent in the
United States (collectively "Eligible Institutions), (ii) prior to the
Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed Letter (or a facsimile
thereof) and Notice of Guaranteed Delivery, substantially in the form provided
by the Company (by telegram, telex, facsimile transmission, mail or hand
delivery), setting forth the name and address of the Holder of Series A Notes
and the amount of Series A Notes tendered, stating that the tender is being
made thereby and guaranteeing that within five business days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Series A Notes, or a Book-Entry Confirmation, and any
other documents required by the Letter will be deposited by the Eligible
Institution with the Exchange Agent, and (iii) the certificates for all
physically tendered Series A Notes, in proper form for transfer, or Book-Entry
Confirmation, as the case may be, and all other documents required by this
Letter must be received by the Exchange Agent within five business days after
the date of execution of the Notice of Guaranteed Delivery.
The method of delivery of this Letter, the Series A Notes and all other
required documents is at the election and risk of the tendering Holders, but
the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If Series A Notes are sent by mail, it is suggested that
the mailing be made by overnight or hand delivery services sufficiently in
advance of the Expiration Date to permit delivery to the Exchange Agent prior
to 5:00 P.M., New York City time, on the Expiration Date. No Letter, Notice
of Guaranteed Delivery or Series A Notes should be sent to the
Company.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance of tendered Series A Notes and withdrawal of tendered
Series A Notes will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the right to
waive any defects or irregularities or conditions of tender as to the Exchange
Offer and/or particular Series A Notes. The Company's interpretation of the
terms and conditions of the Exchange Offer (including the instructions in this
Letter) shall be final and binding on all parties. Unless waived, any defects
or irregularities in connection with tenders of Series A Notes must be cured
within such time as the Company shall determine. Neither the Company, the
Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Series A
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Series A Notes will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Series A
Notes received by the Exchange Agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering Holders of Series A Notes,
unless otherwise provided in this Letter, as soon as practicable following the
Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. TENDER BY HOLDER.
Only a Holder of Series A Notes may tender such Series A Notes in the
Exchange Offer. Any beneficial Holder of Series A Notes who is not the
registered Holder and who wishes to tender should arrange with the registered
Holder to execute and deliver this Letter on his or her behalf or must, prior
to completing and executing this Letter and delivering his or her Series A
Notes, either make appropriate arrangements to register ownership of the
Series A Notes in such Holder's name or obtain a properly completed bond power
from the registered Holder.
3. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY
BOOK-ENTRY
TRANSFER).
If less than all of the Series A Notes evidenced by a submitted
certificate are to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Series A Notes to be tendered in the box above
entitled "Description of Series A Notes -- Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Series A Notes
will be sent to such tendering Holder, unless otherwise provided in the
appropriate box on this Letter, promptly after the Expiration Date. ALL of
the Series A Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
4. SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS; GUARANTEE
OF
SIGNATURES
If this Letter is signed by the registered Holder of the Series A Notes
tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Series A Notes are owned by record by two or more joint
owners, all such owners must sign this letter.
If any tendered Series A Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter as there are different registrations of
certificates.
When this letter is signed by the registered Holder or Holders of the
Series A Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Series B
Notes are to be issued, or any untendered Series A Notes are to be reissued,
to a person other than the registered Holder, then endorsements of any
certificates transmitted hereby or separate bond powers are required.
Signature on such certificate(s) or bond powers must be guaranteed by an
Eligible Institution.
If this letter is signed by a person other than the registered Holder or
Holders of any certificate specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder or Holders appear(s) on
the certificate(s) and signatures on such certificate(s) or bond powers must
be guaranteed by an Eligible Institution.
If this Letter or any certificates 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 indicate when signing, and, unless waived by Company, proper
evidence satisfactory to the Company of their authority to so act must be
submitted.
Endorsements on certificates for Series A Notes or signatures on bond
powers required by this Instruction 4 must be guaranteed by an Eligible
Institution.
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Series A Notes are tendered: (i) by a registered
Holder of Series A Notes (which term, for purposes of the Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose name
appears on a security position listing as the Holder of such Series A Notes)
tendered who has not completed the box entitled "Special Payment
Instructions" or "Special Delivery Instructions," on this Letter, or (ii) for
the account of an Eligible Institution.
5. SPECIAL ISSUANCE AND DELIVER INSTRUCTIONS.
Tendering Holders of Series A Notes should indicate in the applicable box
the name and address to which Series B Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Series A Notes not exchanged
are to be issued or sent, if different from the name or address of the person
signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must
also be indicated. Noteholders tendering Series A Notes by book-entry
transfer may request that Series A Notes not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such noteholder may
designate hereon. If no such instructions are given, such Series A Notes not
exchanged will be returned to the name or address of the person signing this
Letter.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Series A Notes to it or its order pursuant to the Exchange Offer.
If, however, Series B Notes and/or substitute Series A Notes are exchanged 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 Series A Notes tendered hereby,
or if tendered Series A Notes are registered in the name of any person other
than the person signing this Letter, or if a transfer tax is imposed for any
reason other than the transfer of Series A Notes to the Company or its order
pursuant to the Exchange Offer, 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 payments of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer
taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Series A Notes specified in this
Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to amend, waive satisfaction of
or modify any or all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Series A Notes, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Series A Notes for exchange.
9. MUTILATED, LOST, STOLEN OR DESTROYED SERIES A NOTES.
Any Holder whose Series A Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter, may be directed to
the Exchange Agent at the address and telephone number indicated above.