Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Form S-4 Amendment No. 1 175 766K
2: EX-3.1 Amended & Restated Cert. of Incorp. of Cmlc 7 31K
3: EX-3.2 By-Laws of Casino Magic of Louisiana, Corp. 9± 34K
4: EX-4.12 Form of Accounts Pledge Agreement 7± 34K
5: EX-5.1 Legal Opinion of Akin, Gump, Strauss, Hauer & Feld 4± 21K
6: EX-5.2 Legal Opinion of Hoffman Sutterfield Ensenant 10± 45K
7: EX-23.1 Consent of Arthur Andersen, L.L.P. 1 5K
8: EX-25.2 Report of Financial Condition of Trustee 56± 217K
9: EX-27 Financial Data Schedule 1 9K
EX-3.1 — Amended & Restated Cert. of Incorp. of Cmlc
Exhibit Table of Contents
UNITED STATES OF AMERICA
STATE OF (brown pelican graph) LOUISIANA
Fox Mckeithen
SECRETARY OF STATE
As Secretary of State, of the State of Louisiana, I do hereby Certfity that
a copy of an Amendment to the Articles of Incorporation of
CRESCENT CITY CAPITAL DEVELOPMENT CORPORATION
A Louisiana corporation domiciled at Baton Rouge, changing the corporate
name-to
CASINO MAGIC OF,-LOUISIANA, CORP.
Said Amendment being by Act before a Notary Public in and for the County of
Atlantic, State of New Jersey, on May 9, 1996, the date Amendment became
effective,
Was filed and recorded in this office on May 10, 1996, in the Record of
Charters Book 345,
In testimony whereof, I have hereunto set
my hand and caused the Seal of my Office, (LOUSIANA STATE
SEAL)
to be affixed at the City of Baton Rouge on
May 10, 1996
/s/ Fox McKeithen
TAG
UNITED STATES OF AMERICA
STATE OF (brown pelican graph) LOUISIANA
Fox McKeithen
SECRETARY OF STATE
As Secretary of State, of the State of Louisiana, I do hereby Certify that
the annexed transcript was prepared by and in this office from the record
on file, of which purports to be a copy and that it is full, true and correct.
In testimony where, I have hereunto set
my hand and caused the Seal of my Office
to be affixed at the City of Baton Rouge on, (LOUISIANA STATE
seal)
May 10, 1996
/s/ Fox McKeithen
Secretary of State
AMENDMENT TO ARTICLES OF INCORPORATION
OF
CRESCENT CITY CAPITAL DEVELOPMENT CORPORATION
STATE OF NEW JERSEY
COUNTY OF ATLANTIC
BEFORE ME,, the undersigned authority, personally came and appeared EDWARD M.
TRACY, President, and WILLLAM S. PAPAZIAN, Assistant Secretary of and acting
for CRESCENT CITY CAPITAL DEVELOPMENT CORPORATION, a corporation organized
and the under the laws of the State of Louisiana. who declare, that pursuant
to the Unanimous Written Consent by all shareholders of this corporation held
on the 9th day of May 1996, a certified copy of said Unanimous Consent
being attached hereto, that they do now appear for the purpose of effecting an
amendment to the Articles of Incorporation, as follows:
I.
The article entitled "FIRST" be amended to reflect the following:
FIRST: The name of the corporation shall be:
CASINO MAGIC OF LOUISLANA, CORP.
They further declare the the original date of incorporation was June 9, 1993.
II
That in lieu of a meeting and vote of shareholders, the sole shareholder of
the corporation has written consent to said amendment in accordance with the
provisions of R.S. 12:76 La. Rev. Stats, 1950.
THUS DONE AND SIGNED in my office in the City of W. Atlantic City, County of
Atlantic, State of New Jersey, on this 9th day of May, 1996, in the presence
of the undersigned competent witnesses and me, Notary Public, after due
reading of the whole.
WITNESSES:
/s/ Sylvia DeSantis - DeCamp /s/ Edward M. Tracy
Edward M. Tracy, President
/s/ Suzanne L. Glass /s/ William S. Papazian
William S. Papazian, Asst. Secretary
/s/ Rochelle
NOTARY PUBLIC
My commission expires: ______________
ROCHELLE KIRSCHNER
A NOTARY PUBLIC OF NEW JERSEY
MY COMMISSION EXPIRES 12/6/99
UNANIMOUS WRITTEN CONSENT OF THE SOLE SHAREHOLDER OF
CRESCENT CITY CAPITAL DEVELOPMENT CORPORATION
The undersigned, constituting all of the shareholders of the corporation known
as CRESCENT CAPITAL DEVELOPMENT CORPORATION, a Louisiana corporation, do
hereby consent to the adoption of the following resolution effective
immediately:
RESOLVED that Edward M. Tracy, President, and William S. Papazian, Asst.
Secretary, are hereby authorized to amend the Articles of Incorporation as
follows:
I
The article entitled "FIRST" shall be amended to reflect the following:
FIRST: The name of the corporation shall be:
CASINO MAGIC OF LOUIIANA, CORP.
They further declare that the original date of incorporation was June 9, 1993.
RESOLVED that-Edward M. Tracy, President, and William S. Papazian,
Asst.Secetary, are authorized to execute any
and all documents necessary or incidental for the amendment to the Articles of
Incorporation.
THUS DONE EFFECTIVE this 9th day of May, 1996.
CAPITAL GAMING INTERNATIONAL, INC.
BY: /s/ Edward M. Tracy
Edward M. Tracy, President
ARTICLES OF INCORPORATION
OF
CRESCENT CITY CAPITAL DEVELOPMENT CORPORATION
We, the undersigned, each capable of contracting, for the purpose of
forming a corporation pursuant to Chapter 1 of Title 12 of the Louisiana
Revised Statutes, do hereby certify:
FIRST: The name of the corporation is Crescent City Capital
Development Corporation.
SECOND: The address (and zip code) of this corporation's
initial registered office is
8550 United Plaza Boulevard
Baton Rouge, Louisiana 70809
and the name of this corporation' s initial registered agent at such
address is
CT Corporation System
THIRD: The purposes for which this corporation is organized
are:
(a) To engage in any activity within the purposes for which corporations
may be organized under the Louisiana Business Corporation Law, including
without limitation, to license, construct, develop, own and operate a
riverboat casino in Orleans Parish, Louisiana.
(b) The foregoing and following clauses shall be construed as objects
and powers in furtherance and not in limitation of general powers conferred by
the laws of the State of Louisiana, and it is hereby expressly provided that
the foregoing and following enumeration of specific powers shall not be held
to limit or restrict in any manner the powers of this corporation and that
this corporation may do all and everything necessary,, suitable or proper for
the accomplishment of any of the purposes or objects hereinabove enumerated,
either alone or in association with other corporations, firms or individuals
to the same extent and as fully as individuals might or could do as
principals, agents, contractors or otherwise.
FOURTH: The duration of the corporation is perpetual.
FIFTH: The aggregate number of shares which the corporation
shall have authority to issue is Two Hundred (200) Shares, $.01 par
value.
SIXTH: The first Board of Directors of the corporation shall consist of
three (3) Directors and the name and post office address of each person who is
to serve as such a Director is as follows:
NAME ADDRESS
I.G. Davis, Jr. c/o Capital Gaming International, Inc.
Bayport One, Suite 250
8025 Black Horse Pike
West Atlantic City, NJ 08232
Edward M. Tracy c/o Capital Gaming International, Inc.
Bayport One, Suite 250
8025 Black Horse Pike
West Atlantic City, NJ 08232
Col. Clinton Pagano c/o Capital Gaming International, Inc.
Bayport One, Suite 250
8025 Black Horse Pike
West Atlantic City, NJ 08232
SEVENTH: The name and address of each incorporator is as
follows:
NAME ADDRESS
I.G. Davis, Jr. c/o Capital Gaming International, Inc.
Bayport One, Suite 250 8025 Black Horse Pike West
Atlantic City, NJ 08232
EIGHTH: Pursuant to the provisions of Section 24 of the Louisiana
Business Corporation Law, any director or officer of this corporation shall
not be personally liable to the corporation or its shareholders for damages
for breach of any duty owed to the corporation or its shareholders, except
that this provision shall not relieve a director or officer of liability for
any breach of duty based upon an act or omission (a) in breach of such
person's duty of loyalty to the corporation or its shareholders; (b) for any
action not taken in good faith, involving intentional misconduct or in knowing
violation of law; (c) amounting to an unlawful distribution or other violation
of R.S. 12:92(D); or (d) resulting in receipt by such person of an improper
personal benefit.
NINTH:
(a) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director or
officer of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a director, officer,
employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Louisiana Business
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment) , against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators: provided, however, that, except as provided in
paragraph (b) hereof, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be
paid by the corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if the Louisiana
Business Corporation Law, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any
other capacity in which services were or are rendered by such person while a
director or officer, including, without limitation, service to any employee
benefit plan) in advance of the final disposition of a proceeding, shall be
made only upon delivery to the corporation of an undertaking, by or on behalf
of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under this Section or otherwise. The corporation may, by action
of its Board of Directors, provide indemnification to employees and agents of
the corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(b) Right of Claimant to Bring Suit. If a claim under paragraph (a) of
this Section is not paid in full by the corporation within thirty (30) days
after a written claim has been received by the corporation, the claimant may
at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim ' and, if successful, in whole or in part, the
claimant
shall be entitled to be paid also the expense of prosecuting such claim. It
shall be a defense to any such action (other than an action brought to enforce
a claim for expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is required, has been
tendered to the corporation) that the claimant has not met the standards of
conduct which make it permissible under the Louisiana Business Corporation Law
for the corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the corporation. Neither the
failure of the corporation (including its Board of Directors, independent
legal counsel, or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she had met the applicable standard of conduct
set forth in the Louisiana Business Corporation Law, nor an actual
determination by the corporation (including the Board of Directors,
independent legal counsel, or its shareholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to an action or create
a presumption that the claimant has not met the applicable standard of
conduct.
(c) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, by-law, agreement, vote of
shareholders or disinterested directors or
otherwise.
(d) Insurance. The corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such
expense, liability or loss under the New Jersey Business Corporation Act.
TENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in these articles in the manner now or
hereafter prescribed by statute, and all rights conferred upon shareholders
herein are granted subject to this reservation.
IN WITNESS WHEREOF, I the undersigned, capable of cont. Vacting, have
hereunto affixed my signature on this the 4th day of June 1993.
/s/ I.G. Davis, Jr.
I.G. Davis, Jr., Chairman and CEO
STATE OF NEW JERSEY)
)
COUNTY OF MERCER )
BE IT KNOWN, That on this 4th day of the month of June, in the year of
our Lord, 1993, before me, the undersigned, a Notary Public in and for the
County and State aforesaid duly commissioned and qualified, there came and
appeared I.G. Davis, Jr., known to me, Notary, and known by me to be the
person whose name appears upon the foregoing instrument and said appearer
declared and acknowledged unto me, Notary, that he executed the said
instrument for the uses and purposes therein set forth and apparent.
IN WITNESS WHEREOF, said appearer has signed these presents, and I have
hereunto set my official hand and seal on the day and date first hereinabove
written.
(Notarial Seal)
/s/ L. Maria Vazquez
Notary Public
L. Maria Vazquez
A Notary Public of New Jersey
My Commission Expires Oct. 22, 1997
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 10/22/97 | | 7 | | | | | None on these Dates |
| Filed on: | | 2/5/97 |
| | 5/10/96 | | 1 | | 2 |
| | 5/9/96 | | 1 |
| | 6/9/93 | | 3 | | 5 |
| List all Filings |
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