SC TO-I

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

SHUFFLE MASTER, INC.
(Name of Subject Company (Issuer))

SHUFFLE MASTER, INC. (Issuer)
(Name of Filing Person (Identifying Status as Offeror, Issuer or Other Person))

1.25% Contingent Convertible Notes Due 2024
(Title of Class of Securities)

825549AA6
825549AB4
(CUSIP Numbers of Class of Securities)

Jerome R. Smith, Esq.
Senior Vice President and General Counsel
1106 Palms Airport Drive
Las Vegas, Nevada 89119-3730
(702) 897-7150
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of Filing Persons)

Copy to:
Kirk A. Davenport, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Phone: (212) 906-1200
Fax: (212) 751-4864

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$145,322,917	$5,712

*

Determined pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934. Based upon the maximum amount of cash that might be paid for the 1.25% Contingent Convertible Senior Notes Due 2024 (the "Notes") assuming that $150,000,000 aggregate principal amount of outstanding Notes are purchased at a price of $965 per $1,000 principal amount plus accrued and unpaid interest up to, but not including, the date of payment for the Notes accepted for payment.

**

The amount of the filing fee equals $39.30 per $1,000,000 of the value of the transaction.

o

Check the box if any part of the filing fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Not Applicable	Filing Party:	Not Applicable
Form or Registration No.:	Not Applicable	Date Filed:	Not Applicable

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transaction to which the statement relates:


o

third-party tender offer subject to Rule 14d-1.




ý

issuer tender offer subject to Rule 13e-4.




o

going-private transaction subject to Rule 13e-3.




o

amendment to Schedule 13D under Rule 13d-2.

          Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTORY STATEMENT

        This Tender Offer Statement on Schedule TO is being filed with the United States Securities and Exchange Commission (the "SEC") by Shuffle Master, Inc. ("Shuffle Master" or the "Company"), a Minnesota corporation, in connection with Shuffle Master's offer to purchase for cash, on the terms and subject to the conditions set forth in the attached Offer to Purchase, dated July 14, 2008 (the "Offer to Purchase"), and Letter of Transmittal, dated July 14, 2008 (the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer"), any and all of Shuffle Master's outstanding 1.25% Contingent Convertible Senior Notes Due 2024 (the "Notes"). The Offer to Purchase is attached to this Schedule TO as Exhibit (a)(1)(A). Pursuant to General Instruction F to Schedule TO, information contained in the Offer to Purchase is hereby incorporated by reference in the answers to items of this Schedule TO.

        This Schedule TO and the Offer to Purchase are intended to satisfy the filing and disclosure requirements of Rules 13e-4(c)(2) and 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Item 1.    Summary Term Sheet.

        The information set forth in the Offer to Purchase under the title "Summary Term Sheet" is incorporated herein by reference.

Item 2.    Subject Company Information.

        (a)    Name and Address.    The name of the issuer is Shuffle Master, Inc., a Minnesota corporation. The address of its principal executive offices is 1106 Palms Airport Drive, Las Vegas, Nevada 89119-3730 and its telephone number is (702) 897-7150.

        (b)    Securities.    The subject class of securities subject to the Offer to Purchase is Shuffle Master's 1.25% Contingent Convertible Senior Notes Due 2024. As of July 11, 2008, there was $150.0 million aggregate principal amount of Notes outstanding, which are convertible into shares of the Company's common stock, $0.01 par value per share.

        (c)    Trading Market and Price.    The Notes are not listed on any national securities exchange. The Notes are eligible for trading on The PORTAL Market of The NASDAQ Stock Market, Inc. However, there is no established public reporting or trading system for the Notes and trading in the Notes has been limited and sporadic. The information with respect to our common stock set forth in the section titled "Trading Market for the Notes and Common Stock" of the Offer to Purchase is incorporated herein by reference.

Item 3.    Identity and Background of Filing Person.

        (a)    Name and Address.    This is an issuer tender offer. Shuffle Master, Inc. is the filing person. The information set forth in Item 2(a) above and the section titled "The Company" of the

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Offer to Purchase is incorporated herein by reference. Pursuant to General Instruction C to Schedule TO, the following persons are the executive officers and/or directors of Shuffle Master:

Name	Title
Mark L. Yoseloff	Chief Executive Officer and Chairman of the Board
Paul C. Meyer	President and Chief Operating Officer
Coreen Sawdon	Senior Vice President, Chief Accounting Officer and Acting Chief Financial Officer
R. Brooke Dunn	Senior Vice President
Garry W. Saunders	Director
Louis Castle	Director and Chairman of the Compensation Committee
Phillip C. Peckman	Director and Chairman of the Audit Committee
John R. Bailey	Director and Chairman of the Governance Committee

The business address and telephone number for all of the above directors and executive officers are c/o Shuffle Master, Inc., 1106 Palms Airport Drive, Las Vegas, Nevada 89119-3730, tel. (702) 897-7150.

Item 4.    Terms of the Transaction.

        (a)    Material Terms.

        (1)    Tender Offers.

        (i)-(iii), (v)-(viii), (xii) The information set forth in the sections titled "Summary Term Sheet," "Purpose of the Offer," "Source and Amount of Funds," "Terms of the Offer," "Certain Significant Considerations," and "Certain United States Federal Income Tax Consequences" of the Offer to Purchase are incorporated herein by reference.

        (iv), (ix)-(xi) Not applicable.

        (2)    Mergers or Similar Transactions.    Not applicable.

        (b)    Purchases.    To the best knowledge of the Company, it will not purchase any Notes from any of its officers, directors or affiliates.

Item 5.    Past Contracts, Transactions, Negotiations and Agreements.

        (e)    Agreements Involving the Subject Company's Securities.    There are no agreements, arrangements or understandings (including with respect to the transfer of voting securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations) whether or not legally enforceable, between any person identified in Item 3 of this Schedule TO and any other person with respect to any securities of the Company (including any securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person the power to direct the voting or disposition of the Notes or the shares of common stock underlying the Notes) other than (i) the Indenture, dated as of April 21, 2004, between Shuffle Master, Inc. and Wells Fargo Bank, N. A.

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governing the Notes, (ii) the Shareholder Rights Plan dated June 26, 1998, (iii) Amendment No. 1 to Rights Agreement dated January 25, 2005, and (iv) Amendment to Rights Agreement dated June 26, 2008. In addition to the foregoing, certain members of our senior management and Board of Directors have, in connection with our contemporaneous sale of common stock pursuant to our Registration Statement on Form S-1 filed with the SEC on June 27, 2008, as amended by Amendment No. 1 to the Form S-1, filed on July 14, 2008 (the "Registration Statement"), agreed to enter into lock-up agreements restricting the ability of each to sell securities of the Company. The sections of the Offer to Purchase titled "Source and Amount of Funds" and "Incorporation of Documents By Reference", and the sections of the Registration Statement titled "Description of Certain Indebtedness", "Description of Capital Stock" and "Underwriting" are hereby incorporated by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

        (a)    Purposes.    The section of the Offer to Purchase titled "Purpose of the Offer" is incorporated herein by reference.

        (b)    Use of Securities Acquired.    The Notes acquired pursuant to the Offer will be retired.

        (c)    Plans.

(1)

None.



(2)

None.



(3)

The sections of the Registration Statement titled "Prospectus Summary", "Use of Proceeds", "Capitalization" and "Description of Certain Indebtedness" are hereby incorporated by reference.



(4)

On December 10, 2007, we announced that the Board of Directors had retained Spencer Stuart to conduct an executive search to assist in evaluating and developing the long-term succession plans for our Chief Executive Officer position. The search for a new Chief Executive Officer is currently an active and ongoing process. The employment contract of Mark Yoseloff, Ph.D., our Chairman and Chief Executive Officer, expires on October 31, 2009 subject to earlier termination as set forth in the agreement. Dr. Yoseloff has expressed a desire to possibly re-evaluate his role with us at the end of his current employment contract. In addition, on November 2, 2007, we announced the resignation of Richard Baldwin, formerly our Senior Vice President and Chief Financial Officer. At that time, Paul Meyer, our President and Chief Operating Officer, was appointed Acting Chief Financial Officer, a capacity in which he has previously served. Subsequently, on March 6, 2008, we announced that effective March 1, 2008, Senior Vice President and Chief Accounting Officer Coreen Sawdon was appointed as Acting Chief Financial Officer, replacing Paul Meyer in that role. Mr. Meyer continues to serve as our President and Chief Operating Officer. We are currently still conducting the search for a permanent Chief Financial Officer.



(5)

None.



(6)

None.



(7)

None.



(8)

None.



(9)

The sections of the Registration Statement titled "Prospectus Summary" and "Underwriting" are hereby incorporated by reference.



(10)

None.

4

Item 7.    Source and Amount of Funds or Other Consideration.

        (a)    Source of Funds.    The section of the Offer to Purchase titled "Source and Amount of Funds" is incorporated herein by reference.

        (b)    Conditions.    The sections of the Offer to Purchase titled "Source and Amount of Funds" and "Terms of the Offer—Conditions to the Offer" are incorporated herein by reference.

        (d)    Borrowed Funds.

(1) and (2)    The section of the Offer to Purchase titled "Source and Amount of Funds" and the section of the Registration Statement titled "Description of Certain Indebtedness" are incorporated herein by reference.

Item 8.    Interest in Securities of the Subject Company.

        (a)    Securities Ownership.    To the best knowledge of the Company, no Notes are beneficially owned by any person whose ownership would be required to be disclosed by this item.

        (b)    Securities Transactions.    Not applicable.

Item 9.    Persons/Assets, Retained, Employed, Compensated or Used.

        (a)    Solicitations or Recommendations.    The section of the Offer to Purchase titled "The Dealer Manager, Depositary and Information Agent" is incorporated herein by reference.

Item 10.    Financial Statements.

        (a)    Financial Information.

(1) and (2)    The Consolidated Financial Statements of the Company included in the Registration Statement are incorporated herein by reference.

(3)

Not applicable.

(4)    The section of the Registration Statement titled "Prospectus Summary—Summary Consolidated Financial Data" is incorporated herein by reference.

        (b)    Pro Forma Information.    The section of the Registration Statement titled "Prospectus Summary—Summary Consolidated Financial Data" is incorporated herein by reference.

Item 11.    Additional Information.

        (a)    Agreements, Regulatory Requirements and Legal Proceedings.

(1)

None.



(2)

None.



(3)

None.



(4)

None.



(5)

None.

        (b)    Other Material Information.    The information contained in the Offer to Purchase and the Registration Statement is hereby incorporated by reference.

5

Item 12.    Exhibits.

Exhibit Number	Description of Document
(a)(1)(A)*	Offer to Purchase, dated July 14, 2008.
(a)(1)(B)*	Form of Letter of Transmittal.
(a)(1)(C)*	IRS Form W-9.
(a)(5)(A)	Registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission on June 27, 2008 as amended by Amendment No. 1 to the Form S-1, filed on July 14, 2008 (incorporated by reference).
(a)(5)(B)	Press Release Regarding Offer, dated July 14, 2008 (incorporated by reference to exhibit 99.1 to our Current Report on Form 8-K, filed July 14, 2008).
(b)(1)	Credit Agreement, dated November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A. (incorporated by reference to exhibit 10.1 of our Current Report on Form 8-K, filed December 6, 2006).
(b)(2)	Amendment No. 1, dated April 5, 2007 to the Credit Agreement, dated as of November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, as Administrative Agent and the lenders party thereto (incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K, filed April 6, 2007).
(b)(3)	Amendment No. 2, dated July 14, 2008 to the Credit Agreement, dated as of November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, as Administrative Agent and the lenders party thereto (incorporated by reference to exhibit 10.28 to Amendment No. 1 to our Registration Statement on Form S-1, filed on July 14, 2008).
(d)(1)	Indenture, dated as of April 21, 2004, between Shuffle Master, Inc. and Wells Fargo Bank, N. A. relating to the 1.25% Contingent Convertible Senior Notes due 2024 (incorporated by reference to exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended April 30, 2004).
(d)(2)	Shareholder Rights Plan dated June 26, 1998 (incorporated by reference to our Registration Statement on Form 8-A dated July 10, 1998).
(d)(3)	Amendment No. 1 to Rights Agreement dated January 25, 2005 (incorporated by reference to our Current Report on Form 8-K dated February 10, 2005).
(d)(4)	Amendment to Rights Agreement dated June 26, 2008 (incorporated by reference to our Current Report on Form 8-K dated July 2, 2008).
(d)(5)	Form of Lock-Up Agreement (incorporated by reference to exhibit 10.27 to Amendment No. 1 to our Registration Statement on Form S-1, filed July 14, 2008).
(g)	Not Applicable.
(h)	Not Applicable.

*

Filed herewith.

Item 13.    Information Required by Schedule 13E-3.

        Not applicable.

6

SIGNATURE

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Shuffle Master, Inc.
By:	/s/  MARK L. YOSELOFF Name: Mark L. Yoseloff Title: Chief Executive Officer

Dated: July 14, 2008

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INDEX TO EXHIBITS

Exhibit Number	Description of Document
(a)(1)(A)*	Offer to Purchase, dated July 14, 2008.
(a)(1)(B)*	Form of Letter of Transmittal.
(a)(1)(C)*	IRS Form W-9.
(a)(5)(A)	Registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission on June 27, 2008 as amended by Amendment No. 1 to the Form S-1, filed on July 14, 2008 (incorporated by reference).
(a)(5)(B)	Press Release Regarding Offer, dated July 14, 2008 (incorporated by reference to exhibit 99.1 to our Current Report on Form 8-K, filed July 14, 2008).
(b)(1)	Credit Agreement, dated November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, Deutsche Bank Securities Inc. and Wells Fargo Bank, N.A. (incorporated by reference to exhibit 10.1 of our Current Report on Form 8-K, filed December 6, 2006).
(b)(2)	Amendment No. 1, dated April 5, 2007 to the Credit Agreement, dated as of November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, as Administrative Agent and the lenders party thereto (incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K, filed April 6, 2007).
(b)(3)	Amendment No. 2, dated July 14, 2008 to the Credit Agreement, dated as of November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, as Administrative Agent and the lenders party thereto (incorporated by reference to exhibit 10.28 to Amendment No. 1 to our Registration Statement on Form S-1, filed on July 14, 2008).
(d)(1)	Indenture, dated as of April 21, 2004, between Shuffle Master, Inc. and Wells Fargo Bank, N. A. relating to the 1.25% Contingent Convertible Senior Notes due 2024 (incorporated by reference to exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended April 30, 2004).
(d)(2)	Shareholder Rights Plan dated June 26, 1998 (incorporated by reference to our Registration Statement on Form 8-A dated July 10, 1998).
(d)(3)	Amendment No. 1 to Rights Agreement dated January 25, 2005 (incorporated by reference to our Current Report on Form 8-K dated February 10, 2005).
(d)(4)	Amendment to Rights Agreement dated June 26, 2008 (incorporated by reference to our Current Report on Form 8-K dated July 2, 2008).
(d)(5)	Form of Lock-Up Agreement (incorporated by reference to exhibit 10.27 to Amendment No. 1 to our Registration Statement on Form S-1, filed July 14, 2008).

*

Filed herewith.

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Copy to: Kirk A. Davenport, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 Phone: (212) 906-1200 Fax: (212) 751-4864
INTRODUCTORY STATEMENT

Item 1. Summary Term Sheet.
Item 2. Subject Company Information.
Item 3. Identity and Background of Filing Person.
Item 4. Terms of the Transaction.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
Item 6. Purposes of the Transaction and Plans or Proposals.
Item 7. Source and Amount of Funds or Other Consideration.
Item 8. Interest in Securities of the Subject Company.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
Item 10. Financial Statements.
Item 11. Additional Information.
Item 12. Exhibits.
Item 13. Information Required by Schedule 13E-3.

SIGNATURE
INDEX TO EXHIBITS

EX-99.(A)(1)(A)

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OFFER TO PURCHASE

Offer to Purchase for Cash any and all of the outstanding
1.25% Contingent Convertible Senior Notes Due 2024
(CUSIP Nos. 825549AA6 and 825549AB4)
of Shuffle Master, Inc.

Shuffle Master, Inc., a Minnesota corporation, is offering to purchase for cash, on the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, this "Statement") and the accompanying Letter of Transmittal (the "Letter of Transmittal") any and all of its outstanding 1.25% Contingent Convertible Senior Notes Due 2024 (the "Notes") from each holder of Notes (each, a "Holder" and collectively, the "Holders"). The offer, on the terms set forth in this Statement and the Letter of Transmittal, and any amendments or supplements hereto or thereto, is referred to as the "Offer." In this Statement, "Shuffle Master, Inc.," "Shuffle Master," "we," "us," "our" and the "Company" refer to Shuffle Master, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

Subject to the terms and conditions of the Offer, Holders who properly tender their Notes at or prior to 12:00 midnight New York City time on the Expiration Date, described below, will receive $965 for each $1,000 principal amount of Notes purchased pursuant to the Offer, plus accrued and unpaid interest up to, but not including, the date of payment for the Notes accepted for payment.

This Statement and the accompanying Letter of Transmittal contain or incorporate by reference important information that should be read before any decision is made with respect to the Offer. See the section titled "Incorporation of Documents by Reference."

As of July 11, 2008, there was $150.0 million aggregate principal amount of Notes outstanding, which are convertible into cash and shares of the Company's common stock, $0.01 par value per share, at a conversion rate (subject to adjustment) of approximately 35.6210 shares of common stock per $1,000 in principal amount of Notes. This represents a conversion price per share of $28.07. The Company's common stock is listed on The NASDAQ Global Select Market ("NASDAQ") under the symbol "SHFL." On July 11, 2008, the closing price of the Company's common stock, as reported on NASDAQ was $4.25 per share.

THE OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME ON AUGUST 8, 2008, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). YOUR ACCEPTANCE OF THE OFFER MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THIS STATEMENT AND IN THE LETTER OF TRANSMITTAL.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM PRINCIPAL AMOUNT OF NOTES BEING TENDERED. HOWEVER, THE OFFER IS SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS, INCLUDING THE COMPANY OBTAINING SUFFICIENT FINANCING FOR THE REPURCHASE OF THE NOTES. SEE THE SECTION TITLED "TERMS OF THE OFFER—CONDITIONS TO THE OFFER."

NONE OF THE COMPANY, THE DEALER MANAGER, THE DEPOSITARY, THE INFORMATION AGENT OR THE TRUSTEE MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER ANY OR ALL OF THEIR NOTES.

Questions and requests for assistance may be directed to Deutsche Bank Securities Inc. (the "Dealer Manager") or Morrow & Co., LLC (the "Information Agent"). Requests for additional copies of this Statement or the Letter of Transmittal should be directed to the Information Agent.

The Dealer Manager for the Offer is:

Deutsche Bank Securities

The date of this Offer to Purchase is July 14, 2008

TABLE OF CONTENTS

	Page
IMPORTANT	2
FORWARD-LOOKING STATEMENTS	3
WHERE YOU CAN FIND MORE INFORMATION	5
SUMMARY TERM SHEET	6
THE COMPANY	11
PURPOSE OF THE OFFER	12
SOURCE AND AMOUNT OF FUNDS	13
TRADING MARKET FOR THE NOTES AND COMMON STOCK	13
TERMS OF THE OFFER	14
CERTAIN SIGNIFICANT CONSIDERATIONS	20
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	22
THE DEALER MANAGER, DEPOSITARY AND INFORMATION AGENT	25
INCORPORATION OF DOCUMENTS BY REFERENCE	26
MISCELLANEOUS	27

        THE OFFER IS NOT BEING MADE TO, NOR WILL NOTES BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF, HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

IMPORTANT

        No person has been authorized to give any information or to make any representations in connection with the Offer other than those contained in this Statement, and, if given or made, such information or representations should not be relied upon as having been authorized by Shuffle Master, the Dealer Manager, the Depositary, the Information Agent or the Trustee (each as defined herein). This Statement and the related documents do not constitute an offer to buy or solicitation of an offer to sell Notes in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, "Blue Sky" or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Shuffle Master by one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of this Statement and related documents nor any purchase of Notes will, under any circumstances, create any implication that the information contained in this Statement or such other documents is current as of any time after the date of such document. None of the Company or its Board of Directors or employees, the Dealer Manager, the Depositary, the Information Agent or the Trustee is making any representation or recommendation to any Holder as to whether or not to tender such Holder's Notes. You should consult your own financial and tax advisors and must make your own decision as to whether to tender your Notes for repurchase and, if so, the amount of Notes to tender.

        We and our affiliates, including our executive officers and directors, will be prohibited by Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from repurchasing any of the Notes outside of the Offer until at least the tenth business day after the expiration or termination of the Offer. Following that time, we expressly reserve the absolute right, in our sole discretion from time to time in the future, to purchase any of the Notes, whether or not any Notes are purchased pursuant to the Offer, through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, upon such terms and at such prices as we may determine, which may be more or less than the

2

price to be paid pursuant to the Offer and could be for cash or other consideration. We can not assure you as to which, if any, of these alternatives, or combinations thereof, we will pursue.

        The CUSIP numbers referenced in this Statement have been assigned by Standard & Poor's Corporation and are included solely for the convenience of the Holders. None of Shuffle Master, the Dealer Manager, the Depositary, the Information Agent or the Trustee is responsible for the selection or use of the above CUSIP numbers, and no representation is made as to their correctness on the Notes or as indicated in this Statement, the Letter of Transmittal or any other document.

FORWARD-LOOKING STATEMENTS

        This Statement and the documents that we incorporate by reference contain forward-looking statements, which include statements concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. In some cases, you can identify forward-looking statements by the following words: "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "objective," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology intended to identify statements about the future. These statements involve risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this Statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements reflect and are subject to inherent known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the following:

•

we may be unable to repurchase all of the Notes;



•

our intellectual property or products may be infringed, misappropriated, invalid, or unenforceable, or subject to claims of infringement, invalidity or unenforceability, or insufficient to cover competitors' products;



•

the gaming industry is highly regulated and we must adhere to various regulations and maintain our licenses to continue our operations;



•

the search for and possible transition to a new chief executive officer, and the search for and the transition to a new chief financial officer, could be disruptive to our business or simply unsuccessful;



•

our ability to implement our five-point strategic plan successfully is subject to many factors, some of which are beyond our control;



•

litigation may subject us to significant legal expenses, damages and liability;



•

our products currently in development may not achieve commercial success;



•

we compete in a single industry, and our business would suffer if our products become obsolete or demand for them decreases;

3

•

any disruption in our manufacturing processes or significant increases in manufacturing costs could adversely affect our business;



•

our gaming operations, particularly our Utility, Electronic Table Systems and Electronic Gaming Machines may experience losses due to technical difficulties or fraudulent activities;



•

we operate in a very competitive business environment;



•

we are dependent on the success of our customers and are subject to industry fluctuations;



•

risks that impact our customers may impact us;



•

certain market risks may affect our business, results of operations and prospects;



•

a downturn in general economic conditions or in the gaming industry or a reduction in demand for gaming may adversely affect our results of operations;



•

economic, political and other risks associated with our international sales and operations could adversely affect our operating results;



•

changes in gaming regulations or laws;



•

we are exposed to foreign currency risk;



•

we could face considerable business and financial risk in implementing acquisitions;



•

if our products contain defects, our reputation could be harmed and our results of operations adversely affected;



•

we may be unable to adequately comply with public reporting requirements;



•

our continued compliance with our financial covenants in our revolving credit facility is subject to many factors, some of which are beyond our control;



•

the restrictive covenants in the agreement governing our revolving credit facility may limit our ability to finance future operations or capital needs or engage in other business activities that may be in our interest;



•

our available cash and access to additional capital may be limited by our substantial leverage; and



•

our business is subject to quarterly fluctuation.

        In addition, you should refer to the "Risk Factors" section of our Registration Statement on Form S-1 filed on June 27, 2008, as amended by Amendment No. 1 to Form S-1, filed on July 14, 2008 (the "Registration Statement") with the United States Securities and Exchange Commission (the "Commission" or the "SEC") for a discussion of other important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Statement will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. Except for our obligations under Rule 13e-4(c)(3) and Rule 13e-4(e)(3) of the Exchange Act to disclose any material changes in the information previously disclosed to Holders, we undertake no obligation to publicly update

4

any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

        You should read this Statement and the documents that we reference in this Statement and have filed as exhibits to the Tender Offer Statement on Schedule TO filed with the SEC, of which this Statement is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by each of these cautionary statements.

WHERE YOU CAN FIND MORE INFORMATION

        We are subject to the information and reporting requirements of the Exchange Act, and, in accordance therewith, we file with the SEC periodic reports and other information relating to our business, financial condition and other matters. We are required to disclose in such reports certain information as of particular dates, concerning operating results and financial condition, our officers and directors, the principal holders of our securities, any material interests of such persons in transactions with Shuffle Master and other matters. These reports and other informational filings required by the Exchange Act may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a website (http://www.sec.gov) that makes available reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. Copies of such material may be obtained by mail, upon payment of the Commission's customary fees, from the Commission's principal office at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.

5

SUMMARY TERM SHEET

The following are answers to some of the questions that you, as a Holder, may have about the Offer. We urge you to read carefully the remainder of this Statement and the other documents that are incorporated in this document by reference because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this document and the documents incorporated by reference.

INFORMATION ABOUT THE OFFER

WHO IS OFFERING TO PURCHASE THE NOTES?

•

Shuffle Master, Inc., a Minnesota corporation, is offering to purchase the Notes.

WHAT CLASS OF SECURITIES IS SOUGHT IN THE OFFER?

•

We are offering to acquire any and all of our outstanding 1.25% Contingent Convertible Senior Notes Due 2024, which we refer to as the "Notes." We issued the Notes pursuant the Indenture, dated as of April 21, 2004, between us and Wells Fargo Bank, National Association, as Trustee (the "Indenture").

WHY IS SHUFFLE MASTER MAKING THE OFFER?

•

We are making the Offer in order to repurchase any or all of the outstanding Notes. We will deliver the Notes that we repurchase in the Offer to the Trustee for cancellation and those Notes will cease to be outstanding.

HOW MUCH IS SHUFFLE MASTER OFFERING TO PAY FOR THE NOTES?

•

We are offering to pay $965 in cash plus accrued and unpaid interest to, but not including, the payment date for each $1,000 principal amount of Notes. Under no circumstances will any interest be paid or payable because of any delay in the transmission of funds by the Depositary.

WHAT ARE THE SIGNIFICANT CONDITIONS TO THE OFFER?

•

The Offer is not conditioned on a minimum principal amount of Notes being tendered. However, we may terminate or amend the offer or may postpone the acceptance for payment of, or the purchase of and payment for, Notes tendered upon the occurrence of certain events, including the failure to obtain sufficient financing for the repurchase of the Notes, material litigation, government investigations, national crisis or other events adversely affecting our business or the general markets. You should read the section titled "Terms of the Offer—Conditions to the Offer" for more information.

HOW MANY NOTES WILL SHUFFLE MASTER PURCHASE?

•

We will purchase for cash, upon the terms and subject to the conditions of the Offer, any and all of the Notes that are validly tendered and not properly withdrawn.

HOW WILL SHUFFLE MASTER FUND THE PURCHASE OF NOTES IN THE OFFER?

•

We intend to use the net proceeds of the sale of our common stock pursuant to our Registration Statement on Form S-1 filed on June 27, 2008, as amended by Amendment

6

No. 1 to Form S-1, filed on July 14, 2008 with the SEC (the "Registration Statement"), and the net proceeds from our new term loan facility to repurchase the Notes accepted for payment pursuant to the Offer. You should read the section titled "Source and Amount of Funds" for more information.

WHAT IS THE MARKET VALUE OF THE NOTES?

•

There is no established reporting or trading system for the Notes. We believe that trading in the Notes has been limited and sporadic. Our common stock is listed on NASDAQ under the symbol "SHFL." On July 11, 2008, the closing price of our common stock, as reported on NASDAQ, was $4.25 per share.

WHAT IS THE PROCESS FOR TENDERING NOTES?

•

There are three ways to tender your Notes, depending upon the manner in which your Notes are held:

•

If your Notes are registered in your name, (a) complete and sign the Letter of Transmittal or a facsimile copy in accordance with the instructions to the Letter of Transmittal, (b) mail or deliver it and any other required documents to the Depositary and (c) either deliver the certificates for the tendered Notes to the Depositary or transfer your Notes pursuant to the book-entry transfer procedures described in this Statement.



•

If your Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, meaning your Notes are owned in "street name," then you must instruct your broker, dealer, commercial bank, trust company or other nominee to tender your Notes.



•

If your Notes are held of record by The Depository Trust Company, or DTC, you may tender them through DTC's Automated Tender Offer Program.

You should read the section titled "Terms of the Offer—Procedure for Tendering Notes" for more information on how to tender your Notes.

WHEN DOES THE OFFER EXPIRE?

•

The Offer expires at 12:00 midnight, New York City time, on August 8, 2008, unless we extend the Offer in our sole discretion.

MAY THE OFFER BE EXTENDED, AMENDED OR TERMINATED AND UNDER WHAT CIRCUMSTANCES?

•

We may extend the Offer until the conditions to the completion of the Offer described in the section titled "Terms of the Offer—Conditions to the Offer" are satisfied. We may amend the Offer in any respect by giving written notice of such amendment to the Depositary.

We may extend or amend the Offer in our sole discretion. If we extend the Offer, we will delay the acceptance of any Notes that have been tendered. We may terminate the Offer under certain circumstances. You should read the section titled "Terms of the Offer—Extension, Waiver, Amendment and Termination" for more information.

7

HOW WILL HOLDERS OF NOTES BE NOTIFIED IF THE OFFER IS EXTENDED?

•

If we extend the Offer, we will notify you as promptly as practicable by a public announcement, which will be issued no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to Business Wire. You should read the section titled "Terms of the Offer—Extension, Waiver, Amendment and Termination" for more information. In addition, if we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer to the extent required by Rule 13e-4(d)(2) and Rule 13e-4(e)(3) under the Exchange Act.

WHEN WILL HOLDERS RECEIVE PAYMENT FOR TENDERED NOTES?

•

You will receive payment for your Notes promptly after the date on which we accept all Notes properly tendered and not validly withdrawn. Under no circumstances will any interest be paid or payable because of any delay in the transmission of funds by the Depositary. You should read the section titled "Terms of the Offer—General" for more information.

CAN HOLDERS WITHDRAW TENDERED NOTES?

•

You may withdraw your tendered Notes at any time on or before the Offer expires at 12:00 midnight, New York City time, on August 8, 2008 or, if the Offer is extended, the time and date when the extended Offer expires. You may also withdraw your Notes if we have not accepted them for payment by September 8, 2008.

HOW DO HOLDERS WITHDRAW PREVIOUSLY TENDERED NOTES?

•

To withdraw your previously tendered Notes, you must deliver a written or facsimile transmission notice of withdrawal, with the required information to the Depositary before your right to withdraw has expired. You may not rescind a withdrawal of tendered Notes. However, you may re-tender your Notes by again following the proper tender procedures. You should read the section titled "Terms of the Offer—Withdrawal of Tendered Notes" for more information on how to withdraw previously tendered Notes.

WHAT HAPPENS TO NOTES THAT ARE NOT TENDERED?

•

Any Notes that remain outstanding after the completion of the Offer will continue to be our obligations. Holders of those outstanding Notes will continue to have all the rights associated with those Notes. You should read the sections titled "Purpose of the Offer" and "Certain Significant Considerations."

MAY HOLDERS STILL CONVERT NOTES INTO SHARES OF SHUFFLE MASTER COMMON STOCK?

•

Yes. However, if you tender your Notes in the Offer, you may convert your Notes only if you properly withdraw your Notes before your right to withdraw has expired. The Notes are convertible into cash and shares of the Company's common stock, $0.01 par value per share, at a conversion rate (subject to adjustment) of approximately 35.6210 shares of common stock per $1,000 in principal amount of Notes. This represents a conversion price

8

per share of $28.07. Our common stock is listed on NASDAQ under the symbol "SHFL." On July 11, 2008, the closing price of our common stock, as reported on NASDAQ, was $4.25 per share.

DO HOLDERS HAVE TO PAY A BROKERAGE COMMISSION FOR TENDERING NOTES?

•

No brokerage commissions are payable by Holders to Shuffle Master, the Dealer Manager, the Trustee, the Depositary or the Information Agent in connection with the tender of your Notes in the Offer. Except as set forth in Instruction 7 to the Letter of Transmittal, we will pay any transfer taxes with respect to the transfer and sale of Notes pursuant to the Offer.

WHERE CAN HOLDERS GET MORE INFORMATION REGARDING THE OFFER?

•

If you have any questions or requests for assistance or for additional copies of this Statement or the Letter of Transmittal, please contact Morrow & Co., LLC, the Information Agent for the Offer, at (203) 658-9400 or (800) 662-5200. You may also contact us by writing or call us at Shuffle Master, Inc., 1106 Palms Airport Drive, Las Vegas, Nevada 89119-3730, attention: Jerome R. Smith, Esq., Senior Vice President and General Counsel, telephone: (702) 897-7150. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee through which they hold their Notes with questions and requests for assistance.

IS SHUFFLE MASTER MAKING ANY RECOMMENDATION ABOUT THE OFFER?

•

Neither we nor the Dealer Manager, the Depositary, the Information Agent or the Trustee makes any recommendation as to whether or not you should tender your Notes pursuant to the Offer. Holders should determine whether or not to tender their Notes pursuant to the Offer based upon, among other things, their own assessment of the current market value of the Notes, liquidity needs and investment objectives.

INFORMATION ABOUT THE NOTES

WHAT IS THE AMOUNT OF CURRENTLY OUTSTANDING NOTES?

•

As of July 11, 2008, there was $150.0 million aggregate principal amount of Notes outstanding.

WHAT IS THE CONVERSION RATE OF THE NOTES?

•

The Notes are convertible into cash and shares of the Company's common stock, $0.01 par value per share, at a conversion rate (subject to adjustment) of approximately 35.6210 shares of common stock per $1,000 in principal amount of Notes. This represents a conversion price per share of $28.07. Our common stock is listed on NASDAQ under the symbol "SHFL." On July 11, 2008, the closing price of our common stock, as reported on NASDAQ, was $4.25 per share. You may, subject to the terms of the Indenture, convert your Notes at any time prior to the close of business on the business day immediately preceding April 15, 2024, unless we have previously repurchased or redeemed the Notes. You may, subject to the terms of the Indenture, convert your Notes called for redemption up to the close of business on the second business day immediately preceding the date specified for redemption of such Note.

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DO HOLDERS HAVE ANY RIGHTS TO REQUIRE SHUFFLE MASTER TO REPURCHASE THE NOTES?

•

Holders have the option to require us to repurchase all or a portion of the Notes on April 15, 2009, April 15, 2014 and April 15, 2019 at 100% of their principal amount plus any accrued and unpaid interest up to the repurchase date. We may choose to pay the repurchase price in cash or shares of our common stock, or a combination of cash and shares of our common stock. If we pay the repurchase price with shares of our common stock, the common stock will be valued at 100% of the average closing sales prices of our common stock for the five trading day period ending on the third business days prior to the repurchase date. If we undergo a change of control, Holders have the right to require us to repurchase all or a portion of the Notes at 100% of their principal amount plus any accrued and unpaid interest to the repurchase date. We may pay such purchase price either in cash or, if we satisfy the conditions set forth in the Indenture, in shares of our common stock. If we pay such repurchase price in common stock, the common stock will be valued at 95% of the average closing prices of our common stock for the five trading day period ending on the third business day prior to the repurchase date.

In this Statement, "Shuffle Master, Inc.," "Shuffle Master," "we," "us," "our" and the "Company" refer to Shuffle Master, Inc. and its consolidated subsidiaries, unless the context requires otherwise.

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THE COMPANY

        Shuffle Master specializes in providing casino and other gaming customers with products and services that improve their table game speed, profitability, productivity and security. Shuffle Master operates through four business segments: Utility, Proprietary Table Games, Electronic Table ("e-Table") Systems and Electronic Gaming Machines. Utility products include automatic card shufflers, Intelligent Table Systems components, such as our iShoe, and roulette chip sorters. Proprietary Table Games include live proprietary table games, progressive table games with bonus options, side bets for both Shuffle Master's proprietary table games as well as public domain table games, and proprietary table game licensing for other gaming media. Electronic Table Systems include electronic and wireless table gaming platforms. Electronic Gaming Machines are traditional video slot machines.

        Shuffle Master believes that installed units and installed seats are important gauges of segment performance because they measure historic market placements of leased and sold products and provide insight into potential markets for expansion of existing product placements, next generation products and service. As of April 30, 2008, Shuffle Master had an installed base of approximately 27,000 shuffler and other Utility products, approximately 6,000 live proprietary table game units, approximately 7,000 e-Table system seats and approximately 20,000 electronic gaming machine seats. Installed units is the sum of the product units currently under lease or license agreements plus the aggregate amount of product units Shuffle Master has sold since its inception. Similarly, installed seat base is the sum of the seats (with each chair at an electronic gaming table considered a seat) currently under lease plus the aggregate amount of seats Shuffle Master has sold since its inception. Some sold units and seats may no longer be in use by Shuffle Master's casino customers or may have been replaced by other models. Accordingly, Shuffle Master is unable to determine the precise number of units or seats currently in use.

        Shuffle Master groups its product offerings into four business segments, summarized as follows:

        Utility.    Shuffle Master's Utility segment develops products for its casino customers that enhance table game speed, productivity, profitability and security. Shuffle Master introduced the first successful automatic card shuffling equipment to the gaming industry, and continues to develop and market a full complement of automatic card shufflers for use with the vast majority of card-based table games placed in casinos and other gaming locations, including its own proprietary table games. Shuffle Master is working on the development of next generation shufflers and technological advancements in the areas of card recognition, deck validation and remote diagnostics, among other improvements. Currently, Shuffle Master's Utility segment revenue is derived substantially from the lease and sale of its automatic card shufflers and associated service revenue. Shuffle Master also offers chip-sorting products that simplify the handling of gaming chips on high volume roulette tables. Additionally, Shuffle Master has acquired or is developing products (such as our iShoe™ card reading shoe) that gather data and enable casinos to track table game play. These products are intended to cost-effectively provide casinos and Shuffle Master's other customers with data on table game play for security and marketing purposes, which in turn allows them to increase their profitability.

        Proprietary Table Games.    Shuffle Master's Proprietary Table Games ("PTG") segment develops and delivers proprietary table games which enhance its casino customers' and other licensed operators' table game operations. Products in this segment include Shuffle Master's proprietary table games as well as proprietary features added to public domain games such as poker, baccarat, pai gow poker, and blackjack table games. Shuffle Master believes it has a

11

leading worldwide market position in proprietary table games, as its current proprietary table games titles include all of the top six most popular titles in the world and eleven of the top 15 most popular titles in the world.

        Shuffle Master intends to broaden its proprietary table game content through development and acquisition. By enhancing the value of its existing installed base with add-on features and capabilities and increasing its presence with new titles, Shuffle Master hopes to increase its domestic market penetration and expand further into international markets. Shuffle Master has also begun to install proprietary progressives and side bets on public domain table games as well as on its proprietary table games. Additionally, to maximize the reach of its broad intellectual property portfolio, Shuffle Master has licensed several of its popular proprietary table game titles for use on non-traditional gaming formats.

        Electronic Table Systems.    Shuffle Master's Electronic Table Systems ("ETS") segment develops and delivers various products involving popular table game content using e-Table game platforms. Shuffle Master's primary ETS products are Table Master™, Vegas Star®, and Rapid Table Games™. The Company's Table Master™ and Vegas Star® products feature a virtual dealer which enable the Company to offer table game content in markets where live table games are not permitted, such as racinos, video lottery and arcade markets. Shuffle Master's Rapid Table Games™ products enable the automation of certain components of traditional table games such as data collection, placement of bets, collection of losing bets and payment of winning bets combined with live dealer and game outcomes. This automation provides benefits to both casino operators and players, including greater security and faster speed of play. Shuffle Master also offers its proprietary table games via wireless gaming solutions.

        Electronic Gaming Machines.    Shuffle Master's Electronic Gaming Machines ("EGM") segment develops and delivers its PC-based video slot machines into select markets, primarily in Australia and Asia (together, "Australasia") and, to a lesser extent, Latin America. Although these products are designed primarily for the Australasian market, Shuffle Master is also exploiting the marketing of these products in other jurisdictions that do not require any significant incremental product design costs. Through its Stargames subsidiary, Shuffle Master offers an extensive selection of video slot titles which include a range of bonus round options and can be configured as a network of machines or as stand-alone units. In addition to selling the full EGM complement of hardware, operating system and game kit, Shuffle Master sells conversion kits which allow existing EGM terminals to be converted to other games on the Stargames platform. Popular titles for its EGMs include Drifting Sands 3, Ninja 3, and The Pink Panther series of linked games (Kelly Country, Deep Sea Dollars Cuba, Galapagos Wild and Tango Passion).

        For additional information about Shuffle Master's segments, including segment revenue, operating income and assets, see the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company's consolidated financial statements and related footnotes thereto in the Registration Statement.

PURPOSE OF THE OFFER

        We are making the Offer in order to acquire any or all of the outstanding Notes. We will deliver the Notes that we purchase in the Offer to the Trustee for cancellation, and those Notes will cease to be outstanding. Any Notes that remain outstanding after the Offer will continue to be our obligations. Holders of those outstanding Notes will continue to have all the rights associated with those Notes. We are not seeking the approval of Holders for any amendment to the Notes or the Indenture.

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SOURCE AND AMOUNT OF FUNDS

        The maximum amount of funds required by us to purchase the Notes pursuant to the Offer is estimated to be approximately $145.3 million. In order to finance the Offer, we plan to sell common stock pursuant to the Registration Statement (the "Common Stock Offering"), resulting in gross proceeds of approximately $75.0 million. In addition, we have amended our existing revolving credit facility (the "Revolving Credit Facility") to provide for a new term loan facility of at least $60.0 million and no more than $80.0 million (the "Term Loan Facility"). The amendment to the Revolving Credit Facility has been executed and delivered by (i) us; (ii) a sufficient number of the lenders under the Revolving Credit Facility for the amendment to become effective; and (iii) lenders under the Term Loan Facility with aggregate commitments of $60.0 million. We are seeking additional commitments for up to $20.0 million. The amendment will become effective upon the satisfaction of certain conditions, including the receipt by the Company of at least $135.0 million in aggregate proceeds from the Common Stock Offering and borrowings under the Term Loan Facility. For more information on the Term Loan Facility, see the section titled "Description of Certain Indebtedness" in the Registration Statement.

        We intend to use the net proceeds from the Common Stock Offering and the net proceeds from borrowings under the Term Loan Facility to repurchase the Notes accepted for payment pursuant to the Offer. The consummation of the Offer is conditioned on, among other things, the receipt by us of at least $135.0 million in aggregate gross proceeds from the Common Stock Offering and borrowings under the Term Loan Facility (the "Financing Condition"). If we obtain less than $145.3 million in aggregate gross proceeds from the Common Stock Offering and borrowings under the Term Loan Facility (but enough combined gross proceeds to satisfy the Financing Condition), we expect to fund the remaining cash required to consummate the Offer from cash on hand and borrowings under the Revolving Credit Facility. See "Terms of the Offer—Conditions to the Offer."

TRADING MARKET FOR THE NOTES AND COMMON STOCK

        The Notes are eligible for trading on The PORTAL Market of The NASDAQ Stock Market. However, there is no established public reporting or trading system for the Notes and trading in the Notes has been limited and sporadic.

        Our common stock is traded on The NASDAQ Global Select Market under the symbol SHFL. As of June 2, 2008, we had approximately 276 shareholders of record. There are a significantly greater number of shareholders whose shares are held in street name. Based on information we collected as of January 31, 2008, we estimate that we have approximately 18,759 beneficial holders in total. The following table sets forth quarterly high and low prices for trades of our common stock during the six month period ended April 30, 2008 and fiscal 2007 and 2006:

	2008				2007				2006
	High		Low		High		Low		High		Low
First Quarter	$	14.04	$	7.77	$	32.82	$	23.65	$	28.90	$	23.88
Second Quarter		10.24		4.60		27.75		16.50		38.35		22.49
Third Quarter		8.38		3.93		19.78		14.47		40.75		26.62
Fourth Quarter						17.87		13.15		30.53		24.09

        The closing price of our common stock on July 11, 2008, was $4.25 per share. For more information on possible effects of the Offer on the trading market for the Notes, see "Certain Significant Considerations — Limited Trading Market."

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TERMS OF THE OFFER

General

        Upon the terms and subject to the conditions set forth in this Statement and in the related Letter of Transmittal (which, together with this Statement and any amendments or supplements hereto or thereto, collectively constitute the "Offer"), including, if the Offer is extended or amended, the terms and conditions of the extension or amendment, we are offering to purchase for cash any and all of the outstanding Notes at a repurchase price of $965 for each $1,000 principal amount of Notes plus accrued interest to, but excluding, the payment date. You will not be required to pay a commission to the Depositary, the Information Agent, or the Trustee in connection with the tender of your Notes in the Offer. Except as set forth in Instruction 7 to the Letter of Transmittal, we will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Notes pursuant to the Offer.

        We expressly reserve the right to:

•

terminate the Offer and not accept for payment and purchase the tendered Notes and promptly return all tendered Notes to tendering Holders, subject to the conditions set forth below;



•

waive all the unsatisfied conditions and accept for payment and purchase all Notes that are validly tendered on or before the Expiration Date and not validly withdrawn;



•

extend the Expiration Date at any time; or



•

amend the Offer.

        Our right to delay acceptance for payment of Notes tendered pursuant to the Offer or the payment for Notes accepted for purchase is subject to Rule 14e-1(c) under the Exchange Act, which requires that we pay the consideration offered or return the Notes deposited by or on behalf of the Holders promptly after the termination or withdrawal of the Offer. The Offer will expire at 12:00 midnight, New York City time, on August 8, 2008, unless we extend it in our sole discretion. You should read the sections titled "—Conditions to the Offer" and "—Extension, Waiver, Amendment and Termination" below.

        For purposes of the Offer, we will be deemed to have accepted for payment (and thereby purchased) Notes validly tendered and not properly withdrawn if, as and when we give written notice to the Depositary of our acceptance for payment of such Notes. We will deposit the aggregate purchase price for the Notes purchased in the Offer with the Depositary, which will act as agent for the tendering Holders for the purpose of transmitting payments to the tendering Holders. Notes purchased pursuant to the Offer will be paid for in immediately available funds promptly after the date on which we accept all Notes properly tendered and not withdrawn.

        We reserve the right to transfer or assign, from time to time, in whole or in part, to one or more of our affiliates the right to purchase any or all of the Notes validly tendered pursuant to the Offer. If this transfer or assignment occurs, the assignee-affiliate will purchase the Notes validly tendered. However, the transfer or assignment will not relieve us of our obligations under the Offer and will not prejudice Holders' rights to receive the purchase price in exchange for the Notes validly tendered and accepted for payment.

        NONE OF SHUFFLE MASTER, THE DEALER MANAGER, THE DEPOSITARY, THE INFORMATION AGENT OR THE TRUSTEE MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR NOTES PURSUANT TO THE OFFER.

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        There are three ways to tender your Notes, depending on the manner in which your Notes are held:

•

If your Notes are registered in your name, (a) complete and sign the Letter of Transmittal or a facsimile copy in accordance with the instructions to the Letter of Transmittal, (b) mail or deliver it and any other required documents to the Depositary, and (c) either deliver the certificates for the tendered Notes to the Depositary or transfer your Notes pursuant to the book-entry transfer procedures described in this Statement;



•

If your Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, meaning your Notes are owned in "street name," then you must instruct your broker, dealer, commercial bank, trust company or other nominee to tender your Notes; or



•

If your Notes are held of record by DTC, you may tender them through DTC's Automated Tender Offer Program.

        A HOLDER WITH NOTES REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT AND INSTRUCT THAT BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE IF SUCH HOLDER DESIRES TO TENDER THOSE NOTES. TO BE VALID, TENDERS MUST BE RECEIVED BY THE DEPOSITARY ON OR BEFORE THE EXPIRATION DATE.

Procedure For Tendering Notes

        Valid Tender.    For a Holder to validly tender Notes pursuant to the Offer, a properly completed and duly executed Letter of Transmittal or facsimile thereof, with any required signature guarantee, or in the case of a book-entry transfer, an Agent's Message (as defined below) in lieu of the Letter of Transmittal, and any other required documents, must be received by the Depositary at the address set forth on the back cover of this Statement on or before the Expiration Date. In addition, on or before the Expiration Date, either:

•

certificates for tendered Notes must be received by the Depositary at such address; or



•

such Notes must be transferred pursuant to the procedures for book-entry transfer, and a confirmation of such tender must be received by the Depositary, including an Agent's Message if the tendering Holder has not delivered a Letter of Transmittal.

        The term "Agent's Message" means a message, transmitted by DTC to and received by the Depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant, which acknowledgment states that such participant has received and agrees to be bound by the Letter of Transmittal and that we may enforce such Letter of Transmittal against such participant.

        Only Holders are authorized to tender their Notes. In all cases, notwithstanding any other provision of the Offer or contained in this Statement, the payment for the Notes tendered and accepted for payment will be made only after timely receipt by the Depositary of certificates representing tendered Notes or book-entry confirmation, the Letter of Transmittal, or a facsimile thereof, properly completed and duly executed and any required signature guarantees or, in the case of a book-entry transfer, an Agent's Message and other documents required by the Letter of Transmittal.

        If the Notes are held of record in the name of a person other than the signer of the Letter of Transmittal, or if certificates for unpurchased Notes are to be issued to a person other than the registered Holder, the Notes must be endorsed or accompanied by appropriate instruments of transfer entitling the signer to tender the Notes on behalf of the registered

15

Holder, in any case signed exactly as the name of the registered Holder appears on the Notes, with the signatures on the certificates or instruments of transfer guaranteed as described below.

        Need for Signature Guarantee.    Signatures on a Letter of Transmittal must be guaranteed by a recognized participant (each, a "Medallion Signature Guarantor") in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, unless the tendered Notes are tendered:

•

by the registered Holder of such Notes, or by a participant in DTC whose name appears on a Note position listing as the owner of such Notes, and that Holder has not completed either of the boxes titled "A. Special Issuance /Delivery Instructions" or "B. Special Payment Instructions" on the Letter of Transmittal; or



•

for the account of a firm that is a member of a registered national securities exchange or the Financial Industry Regulatory Authority, Inc. or is a commercial bank or trust company having an office in the United States (each, an "Eligible Institution").

        Book-Entry Delivery of the Notes.    Within two business days after the date of this Statement, the Depositary will establish an account with respect to the Notes at DTC for purposes of the Offer. Any financial institution that is a participant in the DTC system may make book-entry delivery of Notes by causing DTC to transfer such Notes into the Depositary's account in accordance with DTC's procedure for such transfer. Although delivery of Notes may be effected through book-entry at DTC, the Letter of Transmittal or facsimile thereof, with any required signature guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any other required documents, must be transmitted to and received by the Depositary on or before the Expiration Date at one of its addresses set forth on the back cover of this Statement. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

        General.    The tender of Notes pursuant to the Offer by one of the procedures set forth above will constitute:

•

the tendering Holder's acceptance of the terms and conditions of the Offer; and



•

a representation and warranty by the tendering Holder that:



•

such Holder has the full power and authority to tender, sell, assign and transfer the tendered Notes; and



•

when the same are accepted for payment by us, we will acquire good and unencumbered title to such Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to adverse claims or rights.

        The acceptance for payment by us of Notes will constitute a binding agreement between us and the tendering Holder upon the terms and subject to the conditions of the Offer.

        THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL, CERTIFICATES FOR NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER. IF A HOLDER CHOOSES TO DELIVER BY MAIL, THE RECOMMENDED METHOD IS BY REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

        Form and Validity.    All questions as to the form of all documents and the validity, eligibility, including time of receipt, acceptance for payment and withdrawal of tendered Notes

16

will be determined by us, in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any and all tenders of Notes that we determine are not in proper form or the acceptance for payment of or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right in our sole discretion to waive any of the conditions of the Offer or any defect or irregularity in the tender of Notes of any particular Holder, whether or not similar defects or irregularities are waived in the case of other Holders. Our interpretation of the terms and conditions of the Offer, including the instructions in the Letter of Transmittal, will be final and binding. None of us, the Dealer Manager, the Depositary, the Information Agent or the Trustee or any other person will be under any duty to give notification of any defects or irregularities in tenders or any notices of withdrawal or will incur liability for failure to give any such notification.

Withdrawal of Tendered Notes

        When Notes may be Withdrawn.    You may withdraw your tendered Notes at any time on or before the Expiration Date. You may also withdraw your Notes if we have not accepted them for payment by September 8, 2008. A withdrawal of previously tendered Notes may not be rescinded. Any Notes properly withdrawn will be deemed not validly tendered for purposes of the Offer unless such Notes are properly re-tendered.

        Holders who have withdrawn their previously tendered Notes may re-tender Notes at any time on or before the Expiration Date, by following one of the procedures described in "—Procedure for Tendering Notes." In the event of a termination of the Offer, the Notes tendered pursuant to the Offer will be promptly returned to the tendering Holder.

        Procedure for Withdrawing Notes.    For a withdrawal of Notes to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Statement. The withdrawal notice must:

•

specify the name of the person who tendered the Notes to be withdrawn;



•

contain a description of the Notes to be withdrawn;



•

specify the certificate numbers shown on the particular certificates evidencing such Notes and the aggregate principal amount represented by such Notes; and



•

be signed by the Holder of such Notes in the same manner as the original signature on the Letter of Transmittal, including any required signature guarantees.

        Alternatively, the withdrawal notice must be accompanied by evidence satisfactory to us, in our sole discretion, that the person withdrawing the tender has succeeded to the beneficial ownership of the Notes. In addition, any such notice of withdrawal must specify, in the case of Notes tendered by delivery of certificates for such Notes, the name of the registered Holder, if different from that of the tendering Holder or, in the case of Notes tendered by book-entry transfer, the name and number of the account at DTC to be credited with the withdrawn Notes. The signature on the notice of withdrawal must be guaranteed by an Eligible Institution unless such Notes have been tendered for the account of an Eligible Institution. If certificates for the Notes to be withdrawn have been delivered or otherwise identified to the Depositary, a signed notice of withdrawal will be effective immediately upon receipt by the Depositary of a written or facsimile transmission notice of withdrawal even if physical release is not yet effected. Any Notes properly withdrawn will be deemed to be not validly tendered for purposes of the Offer. Withdrawals of Notes can be accomplished only in accordance with the foregoing procedures.

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        If a Holder tenders its Notes in the Offer, such Holder may convert its Notes only if such Holder withdraws its Notes prior to the time such Holder's right to withdraw has expired. The Notes are convertible into shares of our common stock at a conversion rate (subject to adjustment) of 35.6210 shares per $1,000 principal amount, which is equal to a conversion price of $28.07 per share.

        Form and Validity.    All questions as to the form and validity, including time of receipt, of notices of withdrawal of tenders will be determined by us, in our sole discretion, which determination will be final and binding. None of us, the Dealer Manager, the Depositary, the Information Agent or the Trustee or any other person will be under any duty to give notification of any defects or irregularities in any notices of withdrawal or be subject to any liability for failure to give any such notification.

Conditions to the Offer

        The Offer is not conditioned on a minimum principal amount of Notes being tendered. Notwithstanding any other provision of the Offer, we may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and payment for, Notes tendered, subject to the rules under the Exchange Act, if at any time before the Expiration Date, any of the following events have occurred (or been determined by us to have occurred) that in our sole judgment and regardless of the circumstances giving rise to the event or events, makes it inadvisable to proceed with the Offer or with acceptance of the Notes for payment:

        (i)    the Financing Condition shall not have been satisfied;

        (ii)   there is pending or has been threatened or instituted any action, proceeding or investigation by or before any court or governmental regulatory or administrative agency or authority or tribunal, domestic or foreign, which (a) challenges the making of the Offer, the acquisition of Notes pursuant to the Offer or otherwise relates in any manner to the Offer or (b) in our reasonable judgment, could have a material adverse effect on the business, financial condition, income, operations or prospects of Shuffle Master and its subsidiaries, taken as a whole (a "Material Adverse Effect");

        (iii)  there has been any material adverse development, in our reasonable judgment, with respect to any action, proceeding or investigation concerning Shuffle Master existing on the date hereof;

        (iv)  a statute, rule, regulation, judgment, order, stay or injunction shall have been threatened, proposed, sought, promulgated, enacted, entered, enforced or deemed to be applicable by any court or governmental regulatory or administrative agency, authority or tribunal, domestic or foreign, which, in our reasonable judgment, would or might directly or indirectly prohibit, prevent, restrict or delay consummation of the Offer or that could have a Material Adverse Effect;

        (v)   there has been or is likely to occur any event or series of events that, in our reasonable judgment, would or might prohibit, prevent, restrict or delay consummation of the Offer or that will, or is reasonably likely to, materially impair the contemplated benefits to Shuffle Master of the Offer, or otherwise result in the consummation of the Offer not being, or not being reasonably likely to be, in the best interests of Shuffle Master;

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        (vi)  there has been (a) any general suspension of, shortening of hours for or limitation on prices for trading in securities in the United States securities or financial markets for a period in excess of 24 hours, (b) a material impairment in the trading market for debt securities, (c) a declaration of a banking moratorium or any suspension of payments in respect of banks by federal or state authorities in the United States (whether of not mandatory), (d) a commencement of a war, armed hostilities, act of terrorism or other national or international crisis, (e) any limitation (whether or not mandatory) by any governmental authority on, or other event having a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in the United States, (f) any material change in the United States currency exchange rates or a suspension of, or limitations on, the markets therefor (whether or not mandatory) or (g) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof; or

        (viii)  there has been or is likely to occur any change or development, including without limitation, a change or development involving a prospective change, in or affecting the business or financial affairs of Shuffle Master and its subsidiaries which, in our reasonable judgment, could or might prohibit, restrict or delay consummation of the Offer or impair the contemplated benefits of the Offer to Shuffle Master or might be material in deciding whether to accept any tenders of Notes.

        IMPORTANT: The above conditions are for our sole benefit and may be asserted by us regardless of the circumstances, including any action or inaction by us, giving rise to such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion prior to the Expiration Date. The failure by us at any time to exercise any of the foregoing rights will not be deemed a waiver of any other right, and each right will be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by us concerning the events described above will be final and binding upon all parties.

Extension, Waiver, Amendment and Termination

        We expressly reserve the right, in our sole discretion at any time or from time to time, subject to applicable law:

•

to extend the Expiration Date and thereby delay acceptance for payment of, and the payment for, any Notes, by giving written notice of such extension to the Depositary and making a public announcement of the extension;



•

to amend the Offer in any respect, by giving written notice of such amendment to the Depositary and making a public announcement of the amendment; or



•

to waive in whole or in part any condition to the Offer and accept for payment and purchase all Notes validly tendered and not validly withdrawn before the Expiration Date.

        We expressly reserve the right, in our sole discretion, to terminate the Offer. If any of the events set forth under "—Conditions to the Offer" have occurred, we reserve the right, in our sole discretion, to (i) terminate the Offer and reject for payment and not pay for any Notes tendered that we have not already accepted for payment and paid for and (ii) subject to applicable law, postpone payment for any tendered Notes. If we elect to terminate the Offer or postpone payment for tendered Notes, we will give written notice to the Depositary and make a public announcement of such termination or postponement. Our reservation of the right to delay payment for Notes that we have accepted for payment is limited by Section 13e-4(f)(5),

19

which requires that we pay the consideration offered or return the Notes tendered promptly after the termination or withdrawal of the Offer.

        If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer to the extent required by Rule 13e-4(d)(2) and Rule 13e-4(e)(3) under the Exchange Act.

        We will notify you as promptly as practicable of any other extension, waiver, amendment or termination by public announcement, with the announcement in the case of an extension to be issued no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. Without limiting the manner in which we may choose to make any public announcement, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to the Dow Jones News Service.

        If we terminate the Offer, we will give immediate notice of the termination to the Depositary, and all Notes previously tendered will be returned promptly to the tendering Holders thereof. If the Offer is withdrawn or otherwise not completed, the purchase price will not be paid or become payable to Holders of Notes who have validly tendered their Notes in the Offer.

CERTAIN SIGNIFICANT CONSIDERATIONS

        In deciding whether to participate in the Offer, you should consider the following factors, in addition to the other information presented in this Statement and the documents that we incorporate by reference into this Statement, including the important factors described in "Forward-Looking Statements." These are not the only risks we face. Any of such risks, as well as other risks and uncertainties that we do not know about now or that we do not think are important, could seriously harm our business and financial results and cause the value of the Notes to decline, which in turn could cause you to lose all or part of your investment.

        No Recommendations Concerning the Offer.    None of Shuffle Master, its Board of Directors, the Dealer Manager, the Information Agent, the Trustee or the Depositary or any of their respective affiliates makes any recommendation to any Holder whether to tender or refrain from tendering any or all of such Holder's Notes, and none of them has authorized any person to make any such recommendation. Holders are urged to evaluate carefully all information in the Offer, consult their own investment, legal and tax advisors and make their own decisions whether to tender Notes, and, if they decide to tender Notes, the principal amount of Notes to tender.

        Limited Trading Market.    The Notes are not listed on any national or regional securities exchange. To our knowledge, the Notes are traded infrequently in transactions arranged through brokers. Quotations for securities that are not widely traded, such as the Notes, may differ from actual trading prices and should be viewed as approximations. Holders are urged to contact their brokers with respect to current information regarding the Notes. To the extent that some but not all of the Notes are purchased pursuant to the Offer, any existing trading market for the remaining Notes may become more limited. A debt security with a smaller outstanding principal amount available for trading (the "float") may command a lower price than would a comparable debt security with a greater float. The reduced float may also make the trading price of Notes that are not accepted for payment pursuant to the Offer more volatile. Consequently, the liquidity, market value and price volatility of Notes that remain outstanding may be adversely affected. Holders of Notes not purchased in the Offer may attempt to obtain quotations for such Notes from their brokers; however, there can be no

20

assurance that any trading market will exist for such Notes following consummation of the Offer. The extent of the public market for the Notes following consummation of the Offer depends upon the number of Holders remaining at such time, the interest in maintaining a market in such Notes on the part of securities firms and other factors.

        Existence of Debt.    We have now, and after consummating the Offer, will continue to have a significant amount of indebtedness. Our substantial indebtedness could have important consequences to us including

•

limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of our growth strategy, or other purposes;



•

limiting our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt;



•

increasing our vulnerability to general adverse economic and industry conditions;



•

limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in government regulation;



•

limiting our ability or increasing the costs to refinance indebtedness; and



•

limiting our ability to enter into marketing, hedging, optimization and trading transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions.

        If an event of default were to occur under our existing or future financing agreements, the lenders under such agreements may be able to discontinue lending, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies, or declare all borrowings outstanding thereunder to be due and payable. In additional, the lenders could terminate any commitments they had made to supply us with further funds.

        Ranking of Notes.    The Notes that remain outstanding upon consummation of the Offer will remain obligations of the Company with regard to payments of principal, interest and premium. In the event of bankruptcy, liquidation or reorganization of Shuffle Master, the assets of Shuffle Master pledged to secure indebtedness will be available to pay obligations on such Notes only after all secured indebtedness has been paid in full from the assets securing the secured obligations, and there may not be sufficient assets remaining to pay amounts due on any or all of the Notes then outstanding.

        Effective Subordination.    Substantially all of our operations are conducted through our subsidiaries and other affiliates. As a result, we depend almost entirely upon their earnings and cash flow to service our indebtedness, including our ability to pay the interest on and principal of the Notes. The financing agreements of certain of our subsidiaries and other affiliates generally restrict their ability to pay dividends, make distributions, or otherwise transfer funds to us prior to the payment of other obligations, including operating expenses lease payments and reserves. None of our subsidiaries or affiliates guarantee the Notes. Because our subsidiaries and other affiliates are separate and distinct legal entities, they will have no obligation to pay any amounts due on the Notes. As a result, any Notes that remain outstanding after the Offer will be effectively subordinated to all present and future debts and other liabilities (including trade payables) of our subsidiaries and other affiliates upon their liquidation or reorganization.

        Shuffle Master May Realize Cancellation of Indebtedness Income.    The purchase of Notes pursuant to the Offer will result in cancellation of indebtedness income for U.S. federal

21

income tax purposes to Shuffle Master to the extent that the cash paid is less than the adjusted issue price (as defined for U.S. federal income tax purposes) of the Notes that are purchased.

        Consummation of the Offer Is Subject to Conditions.    Each of the conditions to the Offer is described in more detail in the section titled "Terms of the Offer—Conditions to the Offer." There can be no assurance that such conditions will be met or waived or that, in the event the Offer is not consummated, the market value and liquidity of the Notes will not be materially adversely affected.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

        The following discussion is a summary of certain U.S. federal income tax considerations relevant to the sale of the Notes pursuant to the Offer. This discussion applies only to persons who hold the Notes as capital assets (generally, property held for investment within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code")). This discussion is based upon the Code, Treasury Regulations, Internal Revenue Service ("IRS") rulings and pronouncements, and judicial decisions now in effect, all of which are subject to change at any time by legislative, administrative, or judicial action, possibly with retroactive effect. This discussion does not discuss every aspect of U.S. federal income taxation that may be relevant to a particular taxpayer in light of their personal circumstances or to persons who are otherwise subject to special tax treatment (including, without limitation, banks, broker-dealers, insurance companies, pension and other employee benefit plans, tax-exempt organizations and entities, persons who acquire Notes in connection with the performance of services, certain U.S. expatriates, persons holding Notes as a part of a hedging or conversion transaction or a straddle, partnerships or pass-through entities and owners of interest therein, United States persons whose functional currency is not the U.S. dollar and, except to the extent discussed below, persons who are not U.S. Holders (as defined below)) and it does not discuss the effect of any applicable U.S. state and local or non-U.S. federal tax laws or U.S. federal tax laws other than U.S. income tax law. We have not sought and will not seek any rulings from the IRS concerning the tax consequences of the repurchase of the Notes and, accordingly, there can be no assurance that the IRS will not successfully challenge the tax consequences described below.

        If a partnership holds Notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Notes, you should consult your tax advisor regarding the tax consequences of the repurchase of the Notes.

        EACH PROSPECTIVE PURCHASER IS URGED TO CONSULT SUCH PURCHASER'S OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REPURCHASE OF NOTES, AS WELL AS ANY TAX CONSEQUENCES APPLICABLE UNDER THE LAWS OF ANY U.S. STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION AND OTHER U.S. FEDERAL TAX LAWS.

U.S. Holders

        As used herein, the term "U.S. Holder" refers to a person that is classified for U.S. federal income tax purposes as a "United States person". For this purpose, a United States person includes any person who is, for U.S. federal income tax purposes, (i) an individual who is citizen or resident of the United States, (ii) a corporation created or organized in the United States or under the laws of the United States or of any state or political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its

22

source, or (iv) a trust whose administration is subject to the primary supervision of a U.S. court and which has one or more United States persons who have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury Regulations, certain trusts in existence on August 20, 1996 and treated as United States persons prior to such date that elect to continue to be treated as United States persons shall also be considered U.S. Holders.

        Upon the sale of a Note pursuant to the Offer, a U.S. Holder will recognize gain or loss to the extent of the difference between the cash received in exchange therefor (except to the extent attributable to the payment of accrued and unpaid interest on the Notes, which generally will be taxed as ordinary income to the extent that the holder has not previously recognized this income), and the U.S. Holder's adjusted tax basis in the Notes. A U.S. Holder's tax basis in a Note will initially equal the cost of the Note and will subsequently be increased by any market discount previously included in income by the U.S. holder with respect to the Note and reduced by any amortizable bond premium previously taken into account by the U.S. holder with respect to the Note. Generally, except to the extent of accrued market discount (if any) on repurchased Notes that such holder has not previously included in income (which will be taxable as ordinary income as discussed below), any such gain or loss recognized by a U.S. Holder upon the repurchase will be capital gain or loss. In the case of a non-corporate U.S. Holder, such capital gain will be subject to tax at a reduced rate if the Note is held for more than one year. The deductibility of capital losses is subject to limitation.

        An exception to the capital gain treatment described above may apply to a U.S. Holder who purchased a Note at a "market discount." Subject to a statutory de minimis exception. Notes have market discount if they were purchased at an amount less than the stated principal amount of the Notes. In general, unless the U.S. Holder has elected to include market discount in income currently as it accrues, any gain realized by a U.S. Holder on the sale of Notes having market discount in excess of a de minimis amount will be treated as ordinary income to the extent of the lesser of (a) the gain recognized or (b) the portion of the market discount that has accrued (on a straight-line basis or, at the election of the U.S. Holder, on a constant-yield basis) while such Notes were held by the U.S. Holder.

Non-U.S. Holders

        As used herein, the term "Non-U.S. Holder" refers to a person that is classified for U.S. federal income tax purposes as (i) a non-resident alien individual, (ii) a foreign corporation, or (iii) a foreign estate or trust.

        In general, amounts received by a Non-U.S. Holder on the repurchase of the Notes attributable to interest will not be subject to U.S. federal withholding tax under the so-called "portfolio interest" exception provided that:

•

the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all our classes of stock entitled to vote;



•

the Non-U.S. Holder is not a controlled foreign corporation that is related to us actually or constructively through stock ownership;



•

the Non-U.S. Holder is not a bank that received the Notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and



•

either (1) the Non-U.S. Holder certifies on IRS Form W-8BEN (or a suitable substitute or successor form) provided to us or the paying agent, under penalties of perjury, that it is not a United States person and provides its name and address, (2) a securities clearing

23

organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the Notes on behalf of the Non-U.S. Holder certifies to us or the paying agent under penalties of perjury that it, or the financial institution between it and the Non-U.S. Holder, has received from the Non-U.S. Holder a statement, under penalties of perjury, that such holder is not a United States person and provides us or the paying agent with a copy of such statement or (3) the Non-U.S. Holder holds its Notes directly through a "qualified intermediary" and the qualified intermediary has sufficient information in its files indicating that the holder is not a U.S. Holder. A qualified intermediary is a bank, broker or other intermediary that (i) is either a U.S. or non-U.S. entity, (ii) is acting out of a non-U.S. branch or office and (iii) has signed an agreement with the IRS providing that it will administer all or part of the U.S. tax withholding rules under specified procedures.

        If a Non-U.S. Holder cannot satisfy the requirements described above, payments of interest to such holder will be subject to the 30% U.S. federal withholding tax and will be made net of such withholding, unless, prior to such payment of interest, the holder provides us with a properly executed (1) IRS Form W-8BEN (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty or (2) IRS Form W-8ECI (or successor form) stating that interest paid on the Note is not subject to withholding tax because it is effectively connected with the conduct of a U.S. trade or business. If a Non-U.S. Holder is engaged in a trade or business in the United States and interest on a Note is effectively connected with the conduct of that trade or business, the holder will be subject to U.S. federal income tax on that interest on a net income basis (although the holder will be exempt from the 30% withholding tax, provided the certification requirements described above are satisfied) generally in the same manner as if the Non-U.S. Holder was a United States person as defined under the Code. In addition, if the Non-U.S. Holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of its earnings and profits for the taxable year, subject to adjustments, that are effectively connected with its conduct of a trade or business in the United States.

        Non-U.S. Holders generally will not be subject to U.S. federal income taxation, including by way of withholding, on gain recognized on a repurchase of Notes unless (i) the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and if a tax treaty applies, the gain is attributable to a U.S. permanent establishment maintained by such Non-U.S. Holder), (ii) in the case of a Non-U.S. Holder who is an individual, such Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of disposition and certain other requirements are met, or (iii) we are or have been a "U.S. real property holding corporation" for U.S. federal income tax purposes. We believe we are not and have not been a "U.S. real property holding corporation" for U.S. federal income tax purposes.

        A Non-U.S. Holder whose gain is effectively connected with the conduct of a trade or business within the United States generally will be subject to U.S. federal income tax on the net gain derived from the sale. Any such effectively connected gain received by a Non-U.S. Holder that is a corporation may also, under certain circumstances, be subject to an additional branch profits tax at a 30% rate or such lower rate as may be applicable under an income tax treaty.

Backup Withholding

        To prevent backup withholding on payments made to each surrendering U.S. Holder, each such U.S. Holder should either (x) provide such Holder's correct taxpayer identification

24

number ("TIN") by completing an IRS Form W-9, certifying that (1) such Holder is a "United States person" (as defined in section 7701(a)(30) of the Code), (2) the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and (3) that such U.S. Holder is not subject to backup withholding because: (a) such Holder is exempt from backup withholding, (b) such Holder has not been notified by the IRS that such Holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified such U.S. Holder that he, she or it is no longer subject to backup withholding, or (y) otherwise establish an exemption. Otherwise, backup withholding may apply until such Holder furnishes such Holder's TIN (and, if such Holder has not already done so, the completed IRS Form W-9 described above). If a tendering U.S. Holder does not provide the correct TIN or an adequate basis for exemption, such Holder may be subject to a $50 penalty imposed by the IRS, and payments made with respect to the tendered Notes may be subject to backup withholding. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.

        Certain U.S. Holders (including among others corporations) are exempt recipients not subject to backup withholding requirements. To avoid possible erroneous backup withholding exempt U.S. Holders while not required to file IRS Form W-9 should complete and return the IRS Form W-9 (checking the "Exempt" box on its face).

        To prevent backup withholding, non-U.S. Holders should (i) submit a properly completed IRS Form W-8BEN, certifying under penalties of perjury to the holder's foreign status or (ii) otherwise establish an exemption.

THE DEALER MANAGER, DEPOSITARY AND INFORMATION AGENT

Dealer Manager

        Deutsche Bank Securities Inc. is acting as the Dealer Manager for Shuffle Manager in connection with the Offer and has provided certain financial advisory services to Shuffle Master in connection with the Offer for which it will receive customary fees. Pursuant to the Dealer Manager Agreement, Shuffle Master will reimburse Deutsche Bank Securities Inc. for out-of-pocket expenses. Shuffle Master has agreed to indemnify Deutsche Bank Securities Inc. and its affiliates against certain liabilities in connection with the Offer, including liabilities under the U.S. federal securities laws.

        From time to time in the ordinary course of their business, Deutsche Bank Securities Inc. and its affiliates have in the past engaged and may in the future engage in commercial banking, financial advisory or investment banking transactions with us and our affiliates, for which the underwriter and its affiliates have received and will be entitled to receive separate fees. For example, Deutsche Bank Securities Inc. is acting as an underwriter for the offering of our common stock, the proceeds of which will be used, in part, to pay the purchase price for the Notes. Deutsche Bank Trust Company Americas, an affiliate of Deutsche Bank Securities Inc., is the Administrative Agent and a lender under our revolving credit facility. Deutsche Bank Securities Inc. also acted as an initial purchaser for the Notes. From time to time, Deutsche Bank Securities Inc. has acted and is acting as a financial advisor to us, for which it has received and is receiving customary fees.

        Any Holder who has questions concerning the terms of the Offer may contact the Dealer Manager at the address set forth on the back cover page of this Statement.

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Depositary and Information Agent

        The Depositary for the Offer is Deutsche Bank Trust Company Americas. All deliveries, correspondence and questions sent or presented to the Depositary relating to the Offer should be directed to the address or telephone number set forth on the back cover of this Statement. The Company will pay the Depositary reasonable and customary compensation for its services in connection with the Offer, plus reimbursement of out-of-pocket expenses. The Company will indemnify the Depositary against certain liabilities and expenses in connection therewith, including liabilities under the federal securities laws.

        Morrow & Co., LLC is acting as the Information Agent for the Company in connection with the Offer. The Company will pay the Information Agent reasonable and customary compensation for such services, plus reimbursement for out-of-pocket expenses. All inquiries and correspondence addressed to the Information Agent relating to the Offer should be directed to the address or telephone number set forth on the back cover page of this Statement.

        The Dealer Manager may contact Holders regarding the Offer and may request brokers, dealers, commercial banks, trust companies and other nominees to forward this Statement and related materials to beneficial owners of Notes. Brokers, dealers, commercial banks and trust companies will be reimbursed by the Company for customary mailing and handling expenses incurred by them in forwarding material to their customers. The Company will not pay any fees or commissions to any broker, dealer or other person, other than the Dealer Manager, in connection with the solicitation of tenders of Notes pursuant to the Offer.

INCORPORATION OF DOCUMENTS BY REFERENCE

        We are incorporating by reference certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this Statement. We incorporate by reference the following documents, which we have filed with the SEC (File No. 000-20820) :

•

our Tender Offer Statement on Schedule TO filed with the SEC on July 14, 2008;



•

our Registration Statement on Form S-1 filed on June 27, 2008 with the SEC, as amended by Amendment No. 1 to the Form S-1, filed on July 14, 2008;



•

the Indenture, dated as of April 21, 2004, between Shuffle Master and Wells Fargo Bank, N. A. (filed as exhibit 10.6 to our Quarterly Report on Form 10-Q for the quarter ended April 30, 2004);



•

the Shareholder Rights Plan dated June 26, 1998 (filed as exhibit 4.1 to our Registration Statement on Form 8-A, filed July 10, 1998);



•

the Amendment No. 1 to Rights Agreement dated January 25, 2005 (filed as exhibit 4.2(A) to our Current Report on Form 8-K dated February 10, 2005);



•

the Amendment to Rights Agreement dated June 26, 2008 (filed as exhibit 4.1 to our Current Report on Form 8-K dated July 2, 2008);



•

The Credit Agreement, dated as of November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, the other Lenders party thereto from time to time, Deutsche Bank Securities, Inc. and Wells Fargo Bank, N.A. (filed as exhibit 10.1 to our Current Report on Form 8-K, filed on December 6, 2006);

26

•

Amendment No. 1, dated as of April 5, 2007, to the Credit Agreement, dated as of November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, the other Lenders party thereto from time to time, Deutsche Bank Securities, Inc. and Wells Fargo Bank, N.A. (filed as exhibit 10.1 to our Current Report on Form 8-K, filed April 6, 2007);



•

Amendment No. 2, dated as of July 14, 2008, to the Credit Agreement, dated as of November 30, 2006, among Shuffle Master, Inc., Deutsche Bank Trust Company Americas, the other Lenders party thereto from time to time, Deutsche Bank Securities, Inc. and Wells Fargo Bank, N.A. (filed as exhibit 10.28 to Amendment No. 1 to our Registration Statement on Form S-1, filed on July 14, 2008);



•

our Definitive Proxy Statement on Schedule 14A filed with the SEC on February 15, 2008;



•

our Annual Report on Form 10-K for the fiscal year ended October 31, 2007;



•

Amendment to our Annual Report on Form 10-K/A for the fiscal year ended October 31, 2007, filed with the SEC on July 8, 2008;



•

our Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31 and April 30, 2008; and



•

our Current Reports on Form 8-K filed on November 5, 2007, November 9, 2007, January 11, 2008, January 15, 2008, January 24, 2008, March 6, 2008, March 20, 2008, May 29, 2008, June 13, 2008, July 2, 2008, July 11, 2008 and July 14, 2008.

        You may request a copy of these filings, at no cost to you, by writing or telephoning us at: Shuffle Master, Inc., 1106 Palms Airport Drive, Las Vegas, Nevada 89119-3730, attention: Jerome R. Smith, Senior Vice President and General Counsel, telephone: (702) 897-7150. If you request a copy of any or all of the documents incorporated by reference, we will send to you the copies you request. However, we will not send exhibits to the documents, unless the exhibits are specifically incorporated by reference in the documents. These documents are also available from the SEC's public reference room and Internet site referred to in the section titled "Where You Can Find More Information."

MISCELLANEOUS

        Pursuant to Rule 13e-4 under the Exchange Act, we have filed with the SEC a tender offer statement on Schedule TO that contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments to the Schedule TO, may be examined, and copies may be obtained, at the same places and in the same manner as described in the sections titled "Incorporation of Documents by Reference" and "Where You Can Find More Information."

        The Offer is being made to all Holders of Notes. We are not aware of any jurisdiction in which the making of the Offer is prohibited by administrative or judicial action pursuant to a state statute. If we become aware of any jurisdiction where the making of the Offer is so prohibited, we will make a good faith effort to comply with any such statute. If, after such good faith effort, we cannot comply with any applicable statute, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the Holders in such jurisdiction.

        The statements contained herein are made as of the date hereof, and the delivery of this Statement and the accompanying materials will not, under any circumstances, create any implication that the information contained herein is correct at any time subsequent to the date hereof.

27

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THE DEPOSITARY FOR THE OFFER IS:

Deutsche Bank Trust Company Americas
DB Services TN Inc.
Attn: Reorganization Unit
648 Grassmere Park Rd.
Nashville, TN 37211
Phone: (800) 735-7777 Option 1

Any questions or requests for assistance or additional copies of this Statement, the Letter of Transmittal or other materials may be directed to the Information Agent at the telephone number and locations listed below. You may also contact your broker, dealer, commercial bank or trust company or nominee for assistance concerning the Offer.

THE INFORMATION AGENT FOR THE OFFER IS:

470 West Avenue
Stamford, CT 06902
Banks and Brokerage Firms, Please Call: (203) 658-9400
Holders Call Toll Free: (800) 662-5200

Email: shuffle@morrowco.com

Any questions regarding the terms and conditions of the Offer may be directed to the Dealer Manager.

THE DEALER MANAGER FOR THE OFFER IS:

DEUTSCHE BANK SECURITIES
60 Wall Street
New York, New York
10005
(212) 250-6500

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LETTER OF TRANSMITTAL

SHUFFLE MASTER, INC.

Offer to Purchase for Cash
any and all of the outstanding
1.25% Contingent Convertible Senior Notes Due 2024
of
Shuffle Master, Inc.

(CUSIP NOS. 825549AA6 and 825549AB4)

Pursuant to the Offer to Purchase
dated July 14, 2008

        THE OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON AUGUST 8, 2008, UNLESS EXTENDED (SUCH DATE AND TIME AS IT MAY BE EXTENDED, THE "EXPIRATION DATE"). YOUR ACCEPTANCE OF THE OFFER MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE OFFER TO PURCHASE AND IN THIS LETTER OF TRANSMITTAL.

The Depositary for the Offer is:

Deutsche Bank Trust Company Americas
DB Services TN Inc.
Attn: Reorganization Unit
648 Grassmere Park Rd.
Nashville, TN 37211
Phone: (800) 735-7777    Option 1

DELIVERY OF THIS LETTER OF TRANSMITTAL (THIS "LETTER OF TRANSMITTAL") TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

        Capitalized terms used but not defined herein shall have the same meanings given them in the related Offer to Purchase dated July 14, 2008.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED AND SIGNED.

        This Letter of Transmittal is to be used by the Holders of the 1.25% Contingent Convertible Senior Notes Due 2024 (the "Notes") of Shuffle Master, Inc., a Minnesota corporation ("Shuffle Master") if:

•

certificates for tendered Notes are to be physically delivered to the Depositary; or



•

tender of Notes is to be made by book-entry transfer to the Depositary's account at The Depositary Trust Company ("DTC") pursuant to the procedures for book-entry transfer set forth under the caption "Terms of the Offer—Procedure for Tendering Notes" in the Offer to Purchase

and, in each case, instructions are not being transmitted through the DTC's Automated Tender Offer Program ("ATOP").

        Holders who are tendering by book-entry transfer to the Depositary's account at DTC can execute the tender through ATOP. DTC participants that are accepting the Offer may transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Depositary's account at DTC. DTC will then transmit an Agent's Message to the Depositary for its acceptance. Delivery of the Agent's Message by DTC will satisfy the terms of the Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.

HOLDERS SHOULD BE AWARE THAT NO GUARANTEED DELIVERY PROCESS IS AVAILABLE TO TENDER NOTES.

        Only Holders are authorized to tender their Notes. The undersigned should complete, execute and deliver this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Offer.

TENDERING OF NOTES

o

CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE BEING DELIVERED HEREWITH.

o

CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

        Name of Tendering Institution:

        Account Number: Transaction Code Number:

        List below the Notes to which this Letter of Transmittal relates. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Letter of Transmittal. Tenders of Notes will be accepted only in principal amounts equal to $1,000 or integral multiples.

DESCRIPTION OF NOTES
Name(s) and Address(es) of Holder(s)		Certificate Number(s)*	Aggregate Principal Amount Represented	Principal Amount Tendered**
		Total Principal Amount of Notes:
*	Need not be completed by Holders tendering by book-entry transfer.
**	Unless otherwise specified, it will be assumed that the entire aggregate principal amount of the Notes described above is being tendered. See Instruction 4. Only Holders may validly tender their Notes pursuant to the Offer.

        The names and addresses of the Holders should be printed exactly as they appear on the certificates representing the tendered Notes. The Notes and the principal amount of Notes that the undersigned wishes to tender should be indicated in the appropriate boxes.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        The undersigned hereby tenders to Shuffle Master, Inc. ("Shuffle Master"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 14, 2008 (the "Statement") , receipt of which is acknowledged, and in accordance with this Letter of Transmittal (which together with the Statement, constitutes the "Offer"), the principal amount of Notes indicated in the table above labeled "Description of Notes" under the column heading "Principal Amount Tendered." If nothing is indicated in that column, then the entire aggregate principal amount represented by the Notes described in the table is tendered.

        Subject to, and effective upon, the acceptance for payment of the Notes tendered in accordance with the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, Shuffle Master, all right, title and interest in and to all of the tendered Notes. The undersigned hereby irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned, with full knowledge that the Depositary also acts as the agent of Shuffle Master, with respect to tendered Notes, and with full powers of substitution and revocation:

•

to present such Notes and all evidences of transfer and authenticity to, or transfer of ownership of, such Notes on the account books maintained by the Depositary Trust Company ("DTC") to, or upon the order of, Shuffle Master; and



•

to receive all benefits and otherwise exercise all rights of beneficial ownership of such Notes,

all in accordance with the terms and conditions of the Offer as described in the Statement. The above granted power of attorney is deemed to be an irrevocable power of attorney coupled with an interest.

        If the undersigned is not the registered Holder listed in the box above labeled "Description of Notes" under the column heading "Principal Amount Tendered" or the Holder's legal representative or attorney in-fact, then in order to validly tender, the undersigned must obtain and deliver with this Letter of Transmittal Notes that are endorsed or accompanied by appropriate instruments of transfer entitling the undersigned to tender the Notes on behalf of such registered Holder, in any case signed exactly as the name of the registered Holder appears on the Notes, with the signatures on the certificates or instruments of transfer guaranteed as described below.

        The undersigned understands that tenders of Notes pursuant to any of the procedures described in the Statement and in the Letter of Transmittal instructions will constitute the undersigned's acceptance of the terms and conditions of the Offer. Shuffle Master's acceptance of such Notes for payment will constitute a binding agreement between the undersigned and Shuffle Master upon the terms and subject to the conditions of the Offer. For purposes of the Offer, the undersigned understands that Shuffle Master will be deemed to have accepted for payment (and thereby purchased) tendered Notes, or defectively tendered Notes with respect to which Shuffle Master has, or has caused to be, waived such defect, if, as and when Shuffle Master gives written notice to the Depositary of its acceptance for payment of such Notes.

        The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Notes tendered hereby, and that when such tendered Notes are accepted for payment by Shuffle Master, Shuffle Master will acquire good and unencumbered title to the Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to adverse claims or rights.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or by Shuffle Master to be necessary or desirable to complete the sale, assignment and transfer of the Notes tendered hereby.

        The undersigned understands that Shuffle Master reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates that right to purchase all or any of the Notes validly tendered pursuant to the Offer. If such assignment occurs, the assignee-affiliate will purchase the Notes validly tendered. However, any such transfer or assignment will not relieve Shuffle Master of its obligations under the Offer and will not prejudice the undersigned's right to receive the purchase price in exchange for the Notes validly tendered and accepted for payment on the acceptance date.

        All authority herein conferred or agreed to be conferred by this Letter of Transmittal will not be affected by, and will survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder will be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

        The undersigned understands that the delivery and surrender of any Notes is not effective, and the risk of loss of the Notes does not pass to the Depositary, until receipt by the Depositary of this Letter of Transmittal, or a facsimile hereof, properly completed and duly executed, together with all accompanying evidences of authority and any other required documents in form satisfactory to Shuffle Master. All questions as to the form of all documents and the validity, including time of receipt, acceptance for payment and withdrawal of tendered Notes, will be determined by Shuffle Master, in its sole discretion, which determination will be final and binding.

        Unless otherwise indicated herein in the box below labeled "A. Special Issuance/Delivery Instructions," the undersigned hereby request(s) that any Notes representing principal amounts not tendered or not accepted for purchase be issued in the name(s) of, and delivered to, the undersigned, and in the case of Notes tendered by book-entry transfer, by credit to the account of DTC. Unless otherwise indicated herein in the box below labeled "B. Special Payment Instructions," the undersigned hereby request(s) that any checks for payments to be made in connection with the Offer be issued to the order of, and delivered to, the undersigned.

        If the "A. Special Issuance/Delivery Instructions" box is completed, the undersigned hereby request(s) that any Notes representing principal amounts not tendered or not accepted for purchase be issued in the name(s) of, and be delivered to, the person(s) at the address(es) therein indicated.

        The undersigned recognizes that Shuffle Master has no obligation pursuant to the "A. Special Issuance/Delivery Instructions" box to transfer any Notes from the names of the registered Holder(s) thereof if Shuffle Master does not accept for purchase any of such tendered Notes. In the event that the "B. Special Payment Instructions" box is completed, the undersigned hereby request(s) that name(s) of, and be delivered to, the person(s) at the address(es) therein indicated.

A. SPECIAL ISSUANCE/DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

        To be completed ONLY if Notes in a principal amount not tendered or not accepted for purchase are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or sent to an address different from that shown in the box entitled "Description of Notes" within this Letter of Transmittal.

Name:

(PLEASE PRINT)

Address:

(INCLUDING ZIP CODE)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE IRS FORM W-9 HEREIN)

B. SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)

        To be completed ONLY if checks are to be issued in the name of someone other than the person(s) whose signature(s) appear(s) within this Letter of Transmittal or sent to an address different from that shown in the box entitled "Description of Notes" within this Letter of Transmittal.

Name:

(PLEASE PRINT)

Address:

(INCLUDING ZIP CODE)

(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE IRS FORM W-9 HEREIN)

PLEASE SIGN HERE

(TO BE COMPLETED BY ALL TENDERING HOLDERS REGARDLESS OF WHETHER
NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)

        By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders the principal amount of the Notes listed in the box above labeled "Description of Notes" under the column heading "Principal Amount Tendered" (or, if nothing is indicated therein, with respect to the entire aggregate principal amount represented by the Notes described in such box).

        This Letter of Transmittal must be signed by the Holder(s) exactly as its name(s) appear(s) on certificate(s) representing Notes, or if tendered by a participant in DTC, exactly as such participant's name appears on a Note position listing as the owner of Notes. If signature is by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.

SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
(SEE GUARANTEE REQUIREMENT BELOW)

Dated:

Names(s):

(PLEASE PRINT)

Capacity:

Address:

(INCLUDING ZIP CODE)

Area Code and Telephone Number:

Tax Identification or Social Security No.:

(COMPLETE ACCOMPANYING IRS FORM W-9)

MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED—SEE INSTRUCTIONS 1 AND 5)

Authorized Signature:

Name of Firm:

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

        1.    Signature Guarantees.    Signatures on this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor, unless the Notes are tendered (i) by the registered Holder of such Notes, or by a participant in DTC whose name appears on a Note position listing as the owner of such Notes, and that Holder has not completed either of the boxes entitled "A. Special Issuance/Delivery Instructions" or "B. Special Payment Instructions" on this Letter of Transmittal or (ii) for the account of an Eligible Institution. If the Notes are registered in the name of a person other than the signer of this Letter of Transmittal, or if certificates for unpurchased Notes are to be issued to a person other than the registered Holder, the signatures on this Letter of Transmittal accompanying the tendered Notes must be guaranteed by a Medallion Signature Guarantor as described above. See Instruction 5.

        2.    Delivery of Letter of Transmittal and Notes.    This Letter of Transmittal is to be completed by Holders if:

•

certificates for tendered Notes are to be physically delivered to the Depositary; or



•

tender of Notes is to be made by book-entry transfer to the Depositary's account at DTC pursuant to the procedures for book-entry transfer set forth under the caption "Terms of the Offer—Procedure for Tendering" in the Statement, and instructions are not being transmitted through ATOP.

All physically delivered Notes, or a confirmation of a book-entry transfer into the Depositary's account at DTC of all Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at its address set forth herein on or before the expiration date (in order to receive the purchase price). DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY. DELIVERY WILL BE DEEMED MADE ONLY WHEN DOCUMENTS ARE ACTUALLY RECEIVED BY THE DEPOSITARY.

The method of delivery of this Letter of Transmittal, certificates for Notes and all other required documents, including delivery through DTC and any acceptance or Agent's Message delivered through ATOP, is at the election and risk of the tendering Holder. If a Holder chooses to deliver by mail, the recommended method is by registered mail with return receipt requested, properly insured. In all cases, sufficient time should be allowed to ensure timely delivery to the Depositary.

        No alternative, conditional or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal, or a facsimile hereof, waive any right to receive any notice of the acceptance of their Notes for payment.

        3.    Inadequate Space.    If the space provided in this Letter of Transmittal is inadequate, the certificate numbers and/or the principal amount represented by Notes should be listed on a separate signed schedule attached to this Letter of Transmittal.

        4.    Partial Tenders.    (Not applicable to Holders who tender by book-entry transfer.) Tenders of Notes will be accepted only in integral multiples of $1,000 principal amount. If Holders wish to tender with respect to less than the entire principal amount of any Notes submitted, Holders must fill in the principal amount that is to be tendered in the columns entitled "Principal Amount Tendered." In the case of a partial tender of Notes, as soon as practicable after the Expiration Date, new certificates for the remainder of the Notes that were evidenced by such Holder's old certificates will be sent to such Holder, unless otherwise provided in the appropriate box of this Letter of Transmittal. The entire principal amount that is represented by the Notes delivered to the Depositary will be deemed to have been tendered, unless otherwise indicated.

        5.    Signature on Letter of Transmittal, Instruments of Transfer and Endorsements.    If this Letter of Transmittal is signed by the registered Holders tendered hereby the signatures must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If this Letter of Transmittal is signed by a participant in DTC whose name is shown as the owner of the Notes tendered hereby, the signature must correspond with the name shown on the Note position listing as the owner of the Notes.

        If any of the Notes tendered hereby are registered in the name of two or more Holders, all such Holders must sign this Letter of Transmittal. If any of the Notes tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

        If this Letter of Transmittal or any Note or instrument of transfer is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or

representative capacity, such person should so indicate when signing, and proper evidence satisfactory to Shuffle Master of such person's authority to so act must be submitted.

        When this Letter of Transmittal is signed by the registered Holders of the Notes listed and transmitted hereby, no endorsements of Notes or separate instruments of transfer are required unless payment is to be made, or Notes not tendered or purchased are to be issued, to a person other than the registered Holders, in which case signatures on such Notes or instruments of transfer must be guaranteed by a Medallion Signature Guarantor.

        If this Letter of Transmittal is signed other than by the registered Holders of the Notes listed, the Notes must be endorsed or accompanied by appropriate instruments of transfer entitling the undersigned to tender the Notes on behalf of such registered Holders, in any case signed exactly as the name or names of the registered Holders appear on the Notes, with the signatures on the certificates or instruments of transfer guaranteed by a Medallion Signature Guarantor, unless the signature is that of an Eligible Institution.

        6.    Special Issuance and Delivery Instructions.    If a check and/or certificates for Notes representing principal amounts not tendered or not accepted for payment are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if a check is to be sent and/or such Notes are to be returned to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate "A. Special Issuance/Delivery Instructions" or "B. Special Payment Instructions" box on this Letter of Transmittal should be completed. All Notes tendered by book-entry transfer and not accepted for payment will be returned by crediting the account at DTC designated above as the account for which such Notes were delivered.

        7.    Transfer Taxes.    Except as set forth in this Instruction 7, Shuffle Master will pay or cause to be paid any transfer taxes with respect to the transfer and sale of Notes to Shuffle Master, or to Shuffle Master's order, pursuant to the Offer. If payment is to be made to, or if Notes not tendered or purchased are to be registered in the name of, any persons other than the registered owners, or if tendered Notes are registered in the name of any persons other than the persons signing this Letter of Transmittal, the amount of any transfer taxes (whether imposed on the registered Holder or such other person) payable on account of the transfer to such other person will be deducted from the payment unless satisfactory evidence of the payment of such taxes or exemption therefrom is submitted.

        8.    Waiver of Conditions.    The conditions of the Offer are for the sole benefit of Shuffle Master. The conditions may be asserted by Shuffle Master regardless of the circumstances, including any action or inaction by Shuffle Master, giving rise to such condition or may be waived by Shuffle Master in whole or in part at any time and from time to time in its sole discretion prior to the Expiration Date. The failure of Shuffle Master at any time to exercise any of its rights will not be deemed a waiver of any other right and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

        9.    IRS Form W-9.    Each tendering Holder must either (i) provide the Depositary with a correct taxpayer identification number ("TIN"), generally the Holder's social security or federal employer identification number, and with certain other information, on Internal Revenue Service ("IRS") Form W-9, which is provided herein, and certify, under penalty of perjury, that such TIN is correct, such Holder is not subject to backup withholding and such Holder is a United States person or (ii) establish another basis for exemption from backup withholding. Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to backup withholding and reporting requirements. A foreign person (including a foreign corporation) may qualify as an exempt recipient by submitting to the Depositary a properly completed IRS Form W-8, signed under penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can be obtained from the Depositary. See the enclosed IRS Form W-9 for additional instructions.

        10.    Requests for Assistance or Additional Copies.    Any questions or requests for assistance or additional copies of the Statement or this Letter of Transmittal may be directed to the Dealer Manager or the Information Agent at their respective telephone numbers set forth below. A Holder may also contact such Holder's broker, dealer, commercial bank or trust company or nominee for assistance concerning the Offer.

        IMPORTANT: This Letter of Transmittal, or a facsimile hereof, together with Notes and all other required documents, must be received by the Depositary on or before the Expiration Date in order for Holders to receive the purchase price.

IMPORTANT TAX INFORMATION

        Under U.S. federal income tax law, a Holder whose tendered Notes are accepted for payment is generally required to provide the Depositary with such Holder's correct TIN on IRS Form W-9 below or otherwise establish a basis for exemption from backup withholding. A TIN is generally an individual Holder's social security number or a Holder's employer identification number. If the Depositary is not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS. More serious penalties may be imposed for providing false information, which, if willfully done, may result in fines and/or imprisonment. In addition, any payment made to a Holder with respect to Notes purchased pursuant to the Offer may be subject to U.S. backup withholding tax (currently set at 28% of the payment). If a Holder is required to provide a TIN but does not have the TIN, the Holder should consult its own tax advisor regarding how to obtain a TIN. If the Depositary is not provided with a required TIN by such Holder by the time of the payment the U.S. backup withholding tax may apply.

        U.S. backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained provided that the required information is timely furnished to the IRS.

        Certain Holders (including, among others, corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Foreign Holders must establish their status as exempt recipients from backup withholding and can do so by submitting to the Depositary a properly completed IRS Form W-8 (available from the Depositary), signed, under penalties of perjury, attesting to such Holder's exempt foreign status.

        Holders are urged to consult their own tax advisors to determine whether they are exempt from backup withholding or other withholding taxes.

WHAT NUMBER TO GIVE THE DEPOSITARY

        The Holder is required to give the Depositary the TIN of the record owner of the Notes. If the Notes are registered in more than one name or are not registered in the name of the actual owner, consult the enclosed IRS Form W-9 for additional guidance on which number to report.

        Any questions or requests for assistance or for additional copies of the Statement or this Letter of Transmittal may be directed to the Dealer Manager or the Information Agent as set forth below. A Holder may also contact such Holder's broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offer.

The Depositary for the Offer is:

Deutsche Bank Trust Company Americas

DB Services TN Inc.
Attn: Reorganization Unit
648 Grassmere Park Rd.
Nashville, TN 37211
Phone: (800) 735-7777 Option 1

The Information Agent for the Offer is:

470 West Avenue
Stamford, CT 06902
Banks and Brokerage Firms, Please Call: (203) 658-9400

Holders Call Toll Free: (800) 662-5200

Email: shuffle@morrowco.com

The Dealer Manager for the Offer is:

Deutsche Bank Securities
60 Wall Street
New York, New York 10005
(212) 250-6500

QuickLinks

Deutsche Bank Trust Company Americas DB Services TN Inc. Attn: Reorganization Unit 648 Grassmere Park Rd. Nashville, TN 37211 Phone: (800) 735-7777 Option 1
TENDERING OF NOTES
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
IMPORTANT TAX INFORMATION
Deutsche Bank Trust Company Americas DB Services TN Inc. Attn: Reorganization Unit 648 Grassmere Park Rd. Nashville, TN 37211 Phone: (800) 735-7777 Option 1

EX-99.(A)(1)(C)

Form       W-9
(Rev. October 2007)
  
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification Give form to the
requester. Do not
send to the IRS.

Print or type
        See Specific Instructions on page 2.

Name (as shown on your income tax return)
Business name, if different from above
Check appropriate box:	o Individual/Sole proprietor	o Corporation	o Partnership		o Exempt
o Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) > .....					payee
o Other (see instructions) >
Address (number, street, and apt, or suite no.)				Requester's name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

  Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The Tin provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note: If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number
[  ][  ][  ]- [  ][  ]- [  ][  ][  ][  ] or     Employer identification number
[  ][  ]- [  ][  ][  ][  ][  ][  ]

  Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.)

Sign
Here Signature of
U.S. person > Date >

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

    Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

    1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

    2. Certify that you are not subject to backup withholding, or

    3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 1-2002)

Form W-9 (Rev. 10-2007) Page 2

    The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust, and

• The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident client for tax purposes.

    If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

    1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

    2. The treaty article addressing the income.

    3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

    4. The type and amount of income that qualifies for the exemption from tax.

    5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

    If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

    You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

    Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

    Also see Special rules for partnerships on page 1.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

    If the account is in joint names, list first, and then circle, the name of the person or entity whose number you enter in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line.

Limited liability company (LLC). Check the "Limited liability company" box only and enter the appropriate code for the tax classification ("D" for disregarded entity, "C" for corporation, "P" for partnership) in the space provided.

    For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line.

    For an LLC classified as a partnership or a corporation, enter the LLC's name on the "Name" line and any business, trade, or DBA name on the "Business name" line.

Other entities. Enter your business name as shown on required federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Form W-9 (Rev. 10-2007) Page 3

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the "Exempt payee" box in the line following the business name, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

    The following payees are exempt from backup withholding:

    1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

    2. The United States or any of its agencies or instrumentalities,

    3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

    4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

    5. An international organization or any of its agencies or instrumentalities.

    Other payees that may be exempt from backup withholding include:

    6. A corporation,

    7. A foreign central bank of issue,

    8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

    9. A futures commission merchant registered with the Commodity Futures Trading Commission,

    10. A real estate investment trust,

    11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

    12. A common trust fund operated by a bank under section 584(a),

    13. A financial institution,

    14. A middleman known in the investment community as a nominee or custodian; or

    15. A trust exempt from tax under section 664 or described in section 4947.

    The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 13. Also, a person registered under the investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 72

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.

2 However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

    If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

    If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note: See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for a EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

    If you are asked to complete Form W-9 but do not have a TIN, write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, and 5 below indicate otherwise.

    For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

Form W-9 (Rev. 10-2007) Page 4

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester
For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor 2
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or disregarded entity owned by an individual		The owner 3
For this type of account:			Give name and EIN of:
6.	Disregarded entity not owned by an individual		The owner
7.	A valid trust, estate, or pension trust		Legal entity 4
8.	Corporate or LLC electing corporate status on Form 8832		The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization		The organization
10.	Partnership or multi-member LLC		The partnership
11.	A broker or registered nominee		The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

2 Circle the minor's name and furnish the minor's SSN.

3 You must show your individual name and you may also enter your business or "DBA" name on the second line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

    To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

    Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes.

    Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

    The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

    If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS personal property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: span@uce.gov or contact them at www.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).

    Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.