S-3/A

As filed with the Securities and Exchange Commission on August 5, 2002

Registration No. 333-90426

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PINNACLE ENTERTAINMENT, INC.

and Additional Subsidiary Guarantor Registrants

(See Table of Other Registrants Below)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	95-3667491
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

330 North Brand Boulevard, Suite 1100

Glendale, California 91203-2308

(818) 662-5900

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Loren S. Ostrow, Esq.

Pinnacle Entertainment, Inc.

330 North Brand Boulevard, Suite 1100

Glendale, California 91203-2308

(818) 662-5900

(Name, Address, Including Zip Code, and Telephone

Number, Including Area Code, of Agent for Service)

COPY TO:

Alvin G. Segel, Esq.

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

(310) 277-1010

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:    From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Amount to be Registered(1)(2)		Proposed Maximum Offering Price Per Unit(1)(2)		Aggregate Offering Price(1)(2)		Amount of Registration Fee
Debt Securities(3)(4)
Preferred Stock(4)(5)
Depositary Shares(4)(6)
Common Stock, par value $0.10 per share(4)(7), as may be sold by us
Common Stock, par value $0.10 per share(8), as may be sold by the selling stockholder		2,322,699
Warrants to Purchase Common Stock(4)(9)
Guarantees of the Debt Securities(10)
TOTAL	$	500,000,000	100	%	$	500,000,000	$	46,000.00(11)

  (1) We or the selling stockholder, as applicable, will determine the proposed maximum offering price per unit from time to time in connection with issuances of securities registered hereunder. The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

  (2) Not applicable pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933.

  (3) There is being registered hereunder an indeterminate principal amount of debt securities of our company as may be offered or sold from time to time by us. If any debt securities are issued at an original issue discount, then the offering price shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $500,000,000.

  (4) Includes such indeterminate amount of securities of our company as may be issued upon conversion of or exchange for, as the case may be, any other securities registered hereunder.

  (5) There is being registered hereunder an indeterminate number of shares of preferred stock as may be sold from time to time by us.

  (6) There is being registered hereunder an indeterminate number of depositary shares as may be sold from time to time by us.

  (7) There is being registered hereunder an indeterminate number of shares of our common stock as may be sold from time to time by us.

  (8) There is being registered hereunder 2,322,699 shares of our common stock as may be sold from time to time by the selling stockholder.

  (9) There is being registered hereunder an indeterminate number of warrants to purchase common stock as may be sold from time to time by us.

(10) No separate consideration will be received for the Guarantees.

(11) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

OTHER REGISTRANTS*

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Belterra Resort Indiana, LLC	Nevada	93-1199012
Biloxi Casino Corp.	Mississippi	64-0814408
Boomtown, Inc.	Delaware	94-3044204
Boomtown Hotel & Casino, Inc.	Nevada	88-0101849
Casino Magic Corp.	Minnesota	64-0817483
Casino One Corporation	Mississippi	64-0814345
Crystal Park Hotel and Casino Development Company, LLC	California	95-4595453
HP/Compton, Inc.	California	95-4545471
Louisiana-I Gaming, a Louisiana Partnership in Commendam	Louisiana	72-1238179
Louisiana Gaming Enterprises, Inc.	Louisiana	72-1229201
Ogle Haus, LLC	Indiana	35-2084979
PNK (Bossier City), Inc.	Louisiana	64-0878110
PNK (Lake Charles), LLC	Louisiana	02-0614452
PNK Development 1, Inc.	Delaware	46-0486393
PNK Development 2, Inc.	Delaware	46-0486395
PNK Development 3, Inc.	Delaware	46-0486396
St. Louis Casino Corp.	Missouri	64-0836600

* This list does not purport to be a complete list of all of the subsidiaries of Pinnacle Entertainment, Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the securities and exchange commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 5, 2002

PROSPECTUS

PINNACLE ENTERTAINMENT, INC.

$500,000,000

DEBT SECURITIES

PREFERRED STOCK

DEPOSITARY SHARES

COMMON STOCK

WARRANTS TO PURCHASE COMMON STOCK

We may offer and sell, from time to time, in one or more classes or series and in amounts, at prices and on terms that we will determine at the time of offering, with an aggregate initial offering price not exceeding $500,000,000:

• debt securities, which may consist of debentures, notes or other types of debt;

• shares of preferred stock;

• shares of preferred stock represented by depositary shares;

• shares of common stock; and

• warrants to purchase common stock.

We will provide the specific terms of these securities in supplements to this prospectus. This prospectus may not be used to sell securities unless accompanied by a prospectus supplement. WE URGE YOU TO READ CAREFULLY THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, WHICH WILL DESCRIBE THE SPECIFIC TERMS OF THE SECURITIES OFFERED, BEFORE YOU MAKE YOUR INVESTMENT DECISION.

One of our stockholders also may offer and sell common stock under this prospectus. The aggregate offering price of securities covered by this prospectus includes any common stock sold by such stockholder.

One or more of our subsidiaries may guarantee our payment obligations under any series of debt securities offered by this prospectus and the related prospectus supplement. These subsidiaries are listed in this prospectus under the heading “Description of Debt Securities—Guarantee.”

Our common stock trades on the New York Stock Exchange under the symbol “PNK”. If we decide to list or seek a quotation for any other securities, the prospectus supplement relating thereto will disclose the exchange or market on which such securities will be listed or quoted.

INVESTING IN THESE SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY REVIEW THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE APPLICABLE PROSPECTUS SUPPLEMENT UNDER THE HEADING “RISK FACTORS.”

None of the Securities and Exchange Commission, the Louisiana Gaming Control Board, the Indiana Gaming Commission, the Mississippi Gaming Commission, the Nevada Gaming Commission, the Nevada State Gaming Control Board, or any state securities commission or other gaming authority, has passed upon the adequacy or accuracy of this prospectus or the investment merits of the securities offered hereby. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2002

TABLE OF CONTENTS

	Page
About this Prospectus	i
Where You Can Find More Information	i
Disclosure Regarding Forward-Looking Statements	iii
Pinnacle Entertainment, Inc.	1
Risk Factors	4
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends	12
Use of Proceeds	12
Description of Debt Securities	13
Description of Preferred Stock and Depositary Shares	21
Description of Common Stock	26
Description of Warrants	29
Government Regulations and Gaming Issues	31
Selling Stockholder	46
Plan of Distribution	46
Legal Matters	48
Experts	48

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the SEC, using the SEC’s shelf registration rules. Under the shelf registration rules, using this prospectus, together with a prospectus supplement, we and the selling stockholder collectively may sell from time to time, in one or more offerings, any of the applicable securities described in this prospectus having a total initial offering price not exceeding $500,000,000.

In this prospectus “Pinnacle Entertainment,” “the company,” “we,” “us,” and “our” refer to Pinnacle Entertainment, Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context otherwise requires.

This prospectus provides you with a general description of the securities we may sell. Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. We use market and industry data throughout this prospectus that we have obtained from market research, publicly available information and industry publications. These sources generally state that the information that they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information are not guaranteed. The market and industry data is often based on industry surveys and the preparers’ experience in the industry. Similarly, although we believe that the surveys and market research that others have performed are reliable, we have not independently verified this information. You should read this prospectus, the applicable prospectus supplement and the additional information described below under “Where You Can Find More Information” before making an investment decision.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC at its public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our filings are also available to the public on the Internet, through a

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database maintained by the SEC at http://www.sec.gov.

We filed a registration statement on Form S-3 to register with the SEC the securities described in this prospectus. This prospectus is part of that registration statement. As permitted by SEC rules, this prospectus does not contain all the information contained in the registration statement or the exhibits to the registration statement. You may refer to the registration statement and accompanying exhibits for more information about us and our securities.

The SEC allows us to incorporate by reference into this document the information we have filed with it. This means that we can disclose important business, financial and other information to you by referring you to other documents separately filed with the SEC. All information incorporated by reference is part of this document, unless and until that information is updated and superseded by the information contained in this document or any information subsequently incorporated by reference.

We incorporate by reference the documents listed below:

1.  Our annual report on Form 10-K for the year ended December 31, 2001;

2.  Our amendment to our annual report on Form 10-K for the year ended December 31, 2001 filed on April 30, 2002;

3.  Our quarterly report on Form 10-Q for the quarter ended March 31, 2002;

4.  Our current report on Form 8-K filed on April 11, 2002;

5.  Our current report on Form 8-K filed on May 3, 2002;

6.  Our current report on Form 8-K filed on May 30, 2002;

7.  Our current report on Form 8-K filed on June 19, 2002; and

8.  The description of our common stock contained in our registration statement on Form 8-A/A filed on August 10, 2001.

You may request a copy of these filings, at no cost, by writing or telephoning us at the following address:

Pinnacle Entertainment, Inc.

Investor Relations

330 North Brand Boulevard

Suite 1100

Glendale, California 91203

(818) 662-5900

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference.

We also incorporate by reference all future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (i) on or after the date of the filing of the registration statement containing this prospectus and prior to the effectiveness of such registration statement and (ii) on or after the date of this prospectus and prior to the termination of the offering made hereby. Such documents will become a part of this prospectus from the date that the documents are filed with the SEC.

You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer and sale is not permitted. You should assume that

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the information appearing or incorporated by reference in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operation and prospects may have changed since that date.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus, any prospectus supplement and any documents incorporated by reference may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements, which may include, without limitation, statements regarding our expansion plans, cash needs, cash reserves, liquidity, operating and capital expenses, financing options, expense reductions and earnings and other operating results, are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those anticipated by our management. Factors that may cause our actual performance to differ materially from that contemplated by such forward-looking statements include, among others:

• any failure to comply with the conditions negotiated with the Louisiana Gaming Control Board for our casino development project in Lake Charles, Louisiana, and our ability to complete the project on time and on budget;

• a failure to improve results at the Belterra Casino Resort and the effectiveness of management at the Belterra Casino Resort in containing costs without negatively affecting revenues, customer service or efforts to expand the number of customers visiting the property;

• the effectiveness of the planned new hotel tower at the Belterra Casino Resort in enhancing Belterra’s status as a regional resort property and in increasing utilization of its casino and other facilities;

• additional costs in connection with our settlement of the Indiana Gaming Commission investigation;

• changes in gaming laws and regulations, including the expansion of casino gaming in states in which we operate (or in states bordering the states in which we operate), such as the expansion of Indian gaming in California and Louisiana and the introduction of casino gaming in Kentucky, Ohio or Arkansas;

• the effectiveness of the planned capital improvements at our Bossier City casino in drawing additional customers to the property despite significant competition in the local market;

• the effect of current and future weather conditions and other natural events affecting the key markets in which we operate;

• the amount and effect of future impairment charges under Statement of Financial Accounting Standards No. 121 and Statement of Financial Accounting Standards No. 142;

• any failure to obtain adequate financing to meet strategic goals, including financing for the Lake Charles project;

• any failure to obtain or retain gaming licenses or regulatory approvals, or the limitation, conditioning, suspension or revocation of any existing gaming license;

• risks associated with substantial indebtedness, leverage, debt service and liquidation;

• loss or retirement of key executives;

• risks related to pending litigation and the possibility of future litigation;

• increased competition from casino operators who have more resources and have built or are building competitive casino properties;

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• increases in existing taxes or the imposition of new taxes on gaming revenues or gaming devices;

• adverse changes in the public perception and acceptance of gaming and the gaming industry;

• the impact of fuel and transportation costs on the willingness of customers to travel by automobile to our casino properties; and

• other adverse changes in the gaming markets in which we operate.

In addition, these statements could be affected by general domestic and international economic and political conditions, including slowdowns in the economy, uncertainty as to the future direction of the economy and vulnerability of the economy to domestic or international incidents, as well as market conditions in our industry. For a more detailed discussion of certain of these factors, see the section entitled “Risk Factors” on page 4 of this prospectus, “Risk Factors” in the applicable prospectus supplement and “Factors Affecting Future Operating Results” in our most recent Form 10-K and Form 10-Q (incorporated by reference in this prospectus) and similar sections in our future filings which are incorporated by reference in this prospectus, which describe risks and factors that could cause results to differ materially from those projected in such forward-looking statements. We caution the reader that these risk factors may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. Management cannot predict such new risk factors, nor can it assess the impact, if any, of such new risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

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PINNACLE ENTERTAINMENT, INC.

We are a diversified, multi-jurisdictional owner and operator of gaming entertainment facilities in growing gaming markets. We own and operate five properties in the United States, located in southeastern Indiana; Reno, Nevada; Bossier City and New Orleans, Louisiana; and Biloxi, Mississippi. We also own and operate two casinos in Argentina and we receive lease income from two card clubs and own 97 acres of vacant land in southern California. All of our properties primarily cater to customers who live within driving distance.

Our revenues in 2001 and the first quarter of 2002 were $528.6 million and $127.3 million, respectively. Our cash flow from operating activities in 2001 and the first quarter of 2002 was $36.1 million and $356,000, respectively. After certain asset impairment charges and other factors, we had a net loss in 2001 and the first quarter of 2002 of $28.6 million and $59.0 million, respectively.

Properties

The following table summarizes certain features of each of our properties as of June 30, 2002:

Property	Type of Facility	Customer Feeder Market	Slot Machines (approx.)	Table Games (approx.)	Hotel Rooms
Boomtown New Orleans, LA	Dockside	Local	1,474	44	—
Casino Magic Biloxi, MS	Dockside	Regional	1,340	31	378
Boomtown Bossier City, LA	Dockside	Regional	1,135	36	188
Belterra-Vevay, IN	Riverboat(3)	Regional	1,357	47	308
Boomtown Reno, NV	Land-based	Local/Regional	1,285	37	318
Casino Magic Argentina(1)	Land-based	Local	615	50	—
Card Clubs, Los Angeles, CA(2)	Land-based	Local	—	141	237
Property Total			7,206	386	1,429

(1) Data presents the combined operations of the two facilities we operate in Argentina.

(2) Data presents the combined operations of two card clubs in California that we lease to a third party operator.

(3) Indiana law was changed effective July 1, 2002 to permit dockside gaming on terms that we believe are favorable to Belterra. Belterra began dockside operation on August 1, 2002.

Our principal properties include:

Boomtown New Orleans is a locals-oriented dockside riverboat casino. The property features an 88,000 square foot adjoining building with two restaurants, a deli, a 350-seat nightclub, 21,000 square feet of meeting space and an amusement center. The property opened in 1994 and was expanded and renovated within the past year. It is located on a 54 acres in Harvey, Louisiana, across the Mississippi River and approximately ten miles from downtown New Orleans.

Casino Magic Biloxi is a regional resort built around a dockside casino. The property features a 378 guest-room hotel, four restaurants, 6,600 square feet of convention space and a health club. In 2001, the resort was awarded a four-diamond rating from AAA. The facility opened in 1993, was expanded in 1998 and is located on a 16 acres in Biloxi, Mississippi.

Boomtown Bossier City is a regional resort built around a dockside riverboat casino. We have recently substantially completed a $25 million renovation and expansion in Bossier City, including rebranding the facility from “Casino Magic” to “Boomtown.” The property opened in 1996 and is located on 23 acres in Bossier City, Louisiana, directly off, and highly visible from, Interstate 20, the major thoroughfare connecting Shreveport/Bossier City to Dallas/Fort Worth.

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Belterra is a regional resort built around a riverboat casino. It features a 15-story, 308 guest-room hotel, six restaurants, a 1,500 seat entertainment showroom, a spa and a Tom Fazio-designed 18-hole golf course. The property opened in October 2000 and is located on 315 acres along the Ohio River in southeastern Indiana, approximately 45 miles southwest of downtown Cincinnati, Ohio, and 70 miles northeast of Louisville, Kentucky. Indiana law was changed effective July 1, 2002 to permit dockside gaming on terms that we believe are favorable to Belterra. Belterra began dockside operation on August 1, 2002. We intend to begin construction of a new $30 million, 300 guest-room hotel tower in early 2003 and to complete construction in 2004. We believe the new hotel tower will enhance Belterra’s status as a regional resort and will increase utilization of the resort’s casino and other facilities.

Boomtown Reno is a land-based casino. The property features 318 guest-rooms, four restaurants, two large gas stations, an RV park, a 25,000 square foot amusement center (including a motion simulator theater) and over 10,000 square feet of meeting space. The facility has been operating for over 30 years and is located on a portion of our 569 acres of land near Verdi, Nevada, directly off Interstate 80, the primary highway connecting northern California to northern Nevada and most of the rest of the United States.

Our Strategy and Competitive Strengths

Our strategy is to grow our revenues, cash flow and earnings through internal growth initiatives, including a disciplined capital expenditure program at our existing properties, and the strategic development or acquisition of gaming properties in attractive gaming markets.

We believe that the following key competitive strengths will contribute to the successful implementation of our strategy:

• High Quality Properties in Attractive Locations

We own high quality casino properties in attractive locations. We are committed to maintaining the quality of our properties by offering up-to-date slot machine product, presenting fresh entertainment offerings and renovating and improving our facilities wherever necessary. Most of our properties have either opened or been extensively refurbished within the past four years.

• Significant Near-Term Development Plans

We believe our new development in Lake Charles, the Belterra expansion and the Boomtown Bossier City renovation will provide substantial growth in revenues, cash flows and earnings.

• Significant Opportunities to Further Develop Our Properties

Several of our properties occupy only a portion of their sites, allowing us ample opportunities to add casino capacity, guest-rooms and other facilities, as our markets grow and demand warrants.

• Geographically Diversified Portfolio

We own and operate five U.S. properties, each in a distinct market. Our regional diversification reduces our dependence on any one market, while providing us with an opportunity to build a diversified base of gaming customers. This diversification will be enhanced upon the opening of our Lake Charles project. In the 12 months ended March 31, 2002, no one property accounted for more than one-third of our cash flow. We intend to broaden the diversification of our portfolio of properties through the continued pursuit of development opportunities and strategic acquisitions in attractive gaming markets.

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• Well-Positioned to Expand Into New Jurisdictions

Historically, some states have legalized gaming to reduce budget shortfalls. According to the National Association of State Budget Officers, as of June 11, 2002, there are currently an estimated 45 states with projected budget shortfalls for fiscal 2002. We believe we are well-positioned to enter into and successfully compete in any new market that may elect to introduce or expand gaming.

• Experienced Management Team

Our executive and property-level management teams, led by Daniel R. Lee and Wade W. Hundley, have extensive industry experience and an established record of developing, acquiring, integrating and operating gaming facilities. Mr. Lee, formerly the Chief Financial Officer and Senior Vice President-Development of Mirage Resorts, became our Chief Executive Officer and Chairman of the Board on April 10, 2002. Mr. Hundley, formerly the Executive Vice President in the Office of the CEO, Harveys Casino Resorts, became our Executive Vice President and Chief Operating Officer in September 2001. Prior to being at Harveys, Mr. Hundley was a principal at Colony Capital, which then owned Harveys.

Background

We were incorporated in the State of Delaware in 1981 as the successor to a business that started in 1938. Our executive offices are located at 330 North Brand Boulevard, Suite 1100, Glendale, California 91203 and our telephone number is (818) 662-5900.

Our website address is www.pinnacle-entertainment-inc.com. Information contained in our website, including any links contained in our website, does not constitute part of this prospectus.

Belterra^® and Casino Magic^® are our registered servicemarks. Boomtown^® is our registered servicemark. We have applied for servicemark registration for “Belterra Casino Resort” and its design. Each trademark, tradename or servicemark of any other company appearing in this prospectus belongs to its holder.

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RISK FACTORS

Before making any decision to invest in our securities, you should carefully consider the following factors in addition to the other information contained in this prospectus and the applicable prospectus supplement and incorporated by reference in this prospectus and the applicable prospectus supplement. If any of the following risks actually occur, our business, financial condition and results of operations may suffer. As a result, you could lose part or all of your investment.

RISKS RELATED TO OUR BUSINESS

The gaming industry is very competitive and increased competition could adversely affect our profitability.

We face significant competition in all of our markets. This competition would intensify if new gaming operations enter our markets or existing competitors expand their operations. Several of our properties are located in jurisdictions that restrict gaming to certain areas and/or are adjacent to states that prohibit or restrict gaming operations. Economic difficulties faced by state governments could lead to intensified political pressures for the legalization of gaming. Further legalization of gaming could be an expansion opportunity for us or a significant threat to us, depending on where the legalization occurs and our ability to capitalize on it. The legalization or authorization of gaming within or near a market area of one of our properties could make it harder for us to attract customers and therefore adversely affect our business. In particular, our ability to attract customers would be significantly affected by legalization or expansion of gaming in Alabama, Arkansas, California, Kentucky, Ohio or Texas. In the past, legislation to legalize or expand gaming has been introduced in some of these jurisdictions. We expect similar proposals will be made in the future and we cannot assure you that such proposals will not be successful.

The entry of additional competitors into the jurisdictions in which our casinos operate could likewise harm our ability to attract customers, particularly if a competitor were to obtain a license to operate a gaming facility at a location superior to ours. In some instances, Native American gaming facilities operate under regulatory requirements and tax environments that are less stringent than those imposed on state-licensed casinos, which could provide them with a competitive advantage. Even in gaming markets where the maximum number of gaming licenses available has already been issued, we face the risk that existing casino licensees will expand their operations and the risk that Native American gaming, which generally is not subject to a limit on the number of licenses issued, will continue to grow. For example, in February 2002, the Governor of Louisiana signed a compact with a Native American tribe to allow for the development and operation of a land-based casino in the city of Vinton, Louisiana, which is 20 miles closer to Houston, Texas, the major market for casinos in Lake Charles, than our proposed Lake Charles project. Although that compact was disapproved by the U.S. Department of the Interior, it is possible that the Native American tribe or another competitor will eventually be able to open a gaming facility in a location superior to ours.

Many of our competitors are larger and have substantially greater name recognition, marketing resources and access to lower cost sources of financing. Moreover, consolidation of companies in the gaming industry could increase the concentration of large gaming companies in the markets in which we operate. This may result in our competitors having even greater resources, name recognition and licensing prospects than such competitors currently enjoy.

Furthermore, increases in the popularity of, and competition from, internet lotteries and other account wagering gaming services, which allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home, could divert customers from our properties and thus adversely affect our business.

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The competitive environment facing each of our key properties is discussed in greater detail under the caption “Description of Business—Competition” in the Annual Report on Form 10-K for the year ended December 31, 2001 incorporated by reference in this prospectus

Many factors, some of which are beyond our control, could prevent us from completing our construction and development projects as planned.

General Construction Risks—Delays and Cost Overruns.    Construction and expansion projects for our properties entail significant risks which could cause construction delays and cost overruns. These risks include:

• shortages of materials, including slot machines or other gaming equipment;

• shortages of skilled labor or work stoppages;

• unforeseen construction scheduling, engineering, environmental, geological or archaeological problems;

• weather interference, floods, fires or other casualty losses; and

• unanticipated cost increases.

Our anticipated costs and construction periods for construction projects are based upon budgets, conceptual design documents and construction schedule estimates prepared by us in consultation with our architects, consultants and contractors. The cost of any construction project undertaken by us may vary significantly from initial expectations. We may have a limited amount of capital resources to fund cost overruns on any project. If we cannot finance cost overruns on a timely basis, the completion of one or more projects may be delayed until adequate cash flow from operations or other financing is available. The completion date of any of our construction projects could also differ significantly from initial expectations for construction-related or other reasons. We cannot assure you that any project will be completed on time, if at all, or within established budgets. Significant delays or cost overruns on our construction projects could significantly reduce our return on our investment in these projects and adversely affect our earnings and financial resources.

Our estimated costs of $325 million and $30 million, respectively, for completing the Lake Charles project and the expansion of the Belterra Resort Casino are based solely on estimates prepared by us. Due to typical construction uncertainties associated with any project or changes in the design or concepts of such projects, we cannot assure you that our construction costs at Lake Charles and Belterra will not be higher than the estimated cost of completion.

Construction Dependent Upon Available Bank Financing.    The availability of funds under our credit facilities will be, at any time, dependent upon satisfaction of various financial and operational covenants customary for credit facilities of this type. Our ability to satisfy these covenants will be subject to financial, economic, business, competitive, regulatory and other factors, many of which are beyond our control. Accordingly, we cannot assure you that in the future we will be able to access borrowings under our credit facilities sufficient to allow us to undertake or complete current or future construction projects.

Construction at our existing properties could disrupt our operations.

There are additional risks and uncertainties associated with undertaking construction on properties with ongoing operations. For example, the renovation of our Boomtown Bossier City casino has, and the expansion of the Belterra Resort Casino could, disrupt business at, and lessen the appeal of, these properties during the construction phase, and thus deter customers from visiting those locations. Facility disruption during expansions and remodels could impair profitability at these properties. In the future, we are likely to undertake other construction projects at these and other properties.

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We could lose our right to pursue the Lake Charles project if we fail to meet the conditions imposed by Louisiana Gaming Regulators.

In October 2001, we were selected by the Louisiana Gaming Control Board to receive the fifteenth and final gaming license to be issued by the Board. Issuance of the license is subject to a number of remaining conditions, including, but not limited to, building a facility consistent with presentations made to the Louisiana Gaming Control Board, meeting various construction milestone dates and satisfying the financing requirements to complete the project. These financing requirements include setting aside $22.5 million in a refundable account, which we satisfied in April 2002, and demonstrating sufficient financial resources for the full project once construction commences in early 2003. We anticipate we will continue to meet each of these conditions for our Lake Charles project including obtaining an amendment to our existing bank credit facilities, which amendment is required for us to borrow under the facilities because, as of June 2002, we did not meet all of the financial covenant ratios specified in the facilities. In the event we are not successful in securing an amendment to the existing credit facilities, we will need to secure an alternative source of financing. There are no assurances that we will do so, or will be able to meet the other conditions for our Lake Charles project, in which event we would not be licensed to operate a casino in Lake Charles, Louisiana. See “Government Regulation and Gaming Issues.”

Development of the Lake Charles project, expansion of our Belterra Resort Casino and other capital intensive projects could strain our financial resources and might not provide for a sufficient return.

Our Lake Charles project is expected to be completed in 2004 at a cost of $325 million. The new 300 guest-room hotel tower for our Belterra Casino Resort is also expected to be completed in 2004, at a cost of $30 million. The capital required for these projects is significant and such capital requirements may exhaust all of our currently available cash and borrowing resources. We cannot assure you that there will be sufficient capital for our other present and future business activities.

In addition, we cannot assure you that, once completed, the revenues generated from our new developments will be sufficient to pay their expenses or, even if revenues are sufficient to pay expenses, that the projects will yield an adequate return on our significant investments. Our projects may take significantly longer than we expect to generate returns, if any. For example, despite the fact that our Belterra Casino Resort earned positive cash flow of $5.2 million in the first five months of 2002, it generated a net loss in excess of $24.0 million from its opening in October 2000 through December 31, 2001. Our total capital expenditures and other pre-opening costs incurred to build and open the property were approximately $223 million.

Although we believe the new hotel tower will enhance the Belterra Casino Resort’s stature as a regional resort and will increase utilization of the resort’s casino and other facilities, we cannot assure you that the resort will provide net profits or maintain positive cash flow or that the additional capital investments we are making to construct the new hotel tower will yield an adequate return.

We operate in a highly taxed industry, and may be subject to higher taxes in the future.

In virtually all gaming jurisdictions, state and local governments raise considerable revenues from taxes based on casino revenues. In certain jurisdictions, we pay taxes and fees based on the number of customers that attend casinos and the number of slot machines that we operate. We also pay property taxes, sales taxes, payroll taxes, franchise taxes and income taxes. Taxes in certain states, including Indiana and Louisiana, where there are a limited number of casino licenses, tend to be higher than in other states. We cannot assure you that the relationship between the number of licenses in a given market and the applicable tax rates will not be changed to our detriment.

Our profitability depends on generating enough revenues to pay gaming taxes and other largely variable expenses, such as payroll, as well as largely fixed expenses, such as our property taxes, utilities and interest expense on fixed rate debt. From time to time, state and local governments have increased gaming taxes and such

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increases can significantly impact the profitability of gaming operations. For example, the Illinois legislature, where we do not currently conduct operations, recently increased gaming tax rates significantly. We cannot assure you that other legislatures will not enact similar tax legislation.

From time to time, certain legislators have proposed the imposition of a federal tax on gross gaming revenues. Such a tax would reduce our profitability.

For a more detailed description of the tax and regulatory environments affecting us, see “Government Regulation and Gaming Issues” in this prospectus.

Our industry is highly regulated, which makes us dependent on obtaining and maintaining gaming licenses and subjects us to potentially significant fines and penalties.

The ownership and operation of gaming facilities are subject to extensive state and local regulation. The states and localities in which we and our subsidiaries conduct gaming operations require us to hold various licenses, findings of suitability, registrations, permits and approvals. The various regulatory authorities, including the Indiana Gaming Commission, the Louisiana Gaming Control Board, the Mississippi Gaming Commission, the Nevada State Gaming Control Board and the Nevada Gaming Commission, may, among other things, limit, condition, suspend, revoke or fail to renew a license or approval to own any of our gaming subsidiaries for any cause deemed reasonable by such licensing authorities. Substantial fines or forfeitures of assets for violations of gaming laws or regulations may be levied against us, our subsidiaries and the persons involved.

To date, we have obtained all governmental licenses, findings of suitability, registrations, permits and approvals necessary for the operation of our gaming facilities. However, we cannot assure you that we will be able to obtain any new licenses, findings of suitability, registrations, permits and approvals that may be required in the future or that existing ones will be renewed or will not be suspended or revoked. Any expansion of our gaming operations in our existing jurisdictions or into new jurisdictions will require various additional licenses, findings of suitability, registrations, permits and approvals of the gaming authorities. The approval process can be time consuming and costly and has no assurance of success. See “Government Regulation and Gaming Issues.”

Potential changes in the regulatory environment could harm our business.

From time to time, legislators and special interest groups have proposed legislation that would expand, restrict or prevent gaming operations in the jurisdictions in which we operate. In addition, from time to time, certain anti-gaming groups propose referenda that, if adopted, could limit our ability to continue to operate in those jurisdictions in which such referenda are adopted. Any expansion of gaming could significantly increase competition for our properties. Any new restriction on or prohibition of our gaming operations could force us to curtail operations and incur significant losses.

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For example, in recent years, certain anti-gaming groups proposed for adoption through the initiative and referendum process certain amendments to the Mississippi Constitution which would prohibit gaming in the state. The proposals were declared illegal by the Mississippi courts on constitutional and procedural grounds. The latest ruling was appealed to the Mississippi Supreme Court, which affirmed the decision of the lower court. If another such proposal were to be offered and if a sufficient number of signatures were to be gathered to place a legal initiative on the ballot, it is possible for the voters of Mississippi to consider such a proposal in November 2003. While we are unable to predict whether such an initiative will appear on a ballot or the likelihood of such an initiative being approved by the voters, if such an initiative were passed and gaming were prohibited in Mississippi, we would need to close our Mississippi gaming operations and it would have a significant adverse effect on us.

The concentration and evolution of the slot machine manufacturing industry poses a significant risk to us.

A majority of our revenues are attributable to slot machines operated by us at our casinos. It is important, for competitive reasons, that we offer the most popular slot machine games to our customers.

It is our belief that a substantial majority of the slot machines sold in the U.S. in 2001 were manufactured by a few companies. In addition, it is our belief that one company in particular provided over a majority of all slot machines sold in the U.S. in 2001.

In recent years, the prices of new slot machines have escalated faster than inflation. Furthermore, in recent years, slot machine manufacturers have frequently refused to sell slot machines featuring the most popular games, instead requiring participating lease arrangements in order to acquire the machines. Generally, a participating lease is substantially more expensive than the cost to purchase a new machine.

For competitive reasons, we may be forced to purchase new slot machines or enter into participating lease arrangements that are more expensive than continuing to operate our existing slot machines. If the newer slot machines do not result in sufficient incremental revenues to offset the increased investment and participating lease costs, it could hurt our profitability.

Because we are highly leveraged, future cash flows may not be sufficient to meet our obligations and we might have difficulty obtaining additional financing.

We have a substantial amount of consolidated debt in relation to our stockholders’ equity. As of March 31, 2002, we had $496.5 million of debt, including $350.0 million of unsecured 9.25% senior subordinated notes due February 2007 and $125.0 million of unsecured 9.50% senior subordinated notes due August 2007. During the three months ended March 31, 2002, cash paid for interest on our debt was $22.6 million, including $22.1 million related to the 9.25% and 9.50% senior subordinated notes, and in 2001, cash paid for interest on our debt was $45.7 million, including $44.2 million related to the 9.25% and 9.50% senior subordinated notes. While we currently believe that we have sufficient cash and cash-generating resources to meet our debt service obligations during the next year, we cannot assure you that in the future we will generate sufficient cash flow from operations or through asset sales to meet our long-term debt service obligations. Our substantial debt and related debt service obligations could have important adverse consequences to us, such as:

• limiting our ability to obtain additional financing;

• requiring a substantial portion of our cash flow to be used for payments on the debt and related interest;

• reducing our ability to use cash flow to fund working capital, capital expenditures and general corporate requirements;

• limiting our ability to respond to changing business and economic conditions and to withstand competitive pressures, which may affect our financial condition;

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• incurring higher interest expense in the event of increases in interest rates on our borrowings which have variable interest rates;

• heightening our vulnerability to downturns in our business or in the general economy and restricting us from making improvements or acquisitions, or exploring business opportunities;

• limiting our ability to dispose of assets or pay cash dividends; and

• restricting our activities compared to those of competitors with less debt or greater resources.

In addition, we will have the right to incur additional indebtedness, subject to the limitations imposed by the covenants in our credit facilities and the indentures governing our 9.25% and 9.50% senior subordinated notes. If our existing and contemplated levels of indebtedness are further increased, the related risks will increase correspondingly.

If we fail to generate sufficient cash flow from future operations to meet our debt service obligations, we may need to seek refinancing of all or a portion of our indebtedness or obtain additional financing in order to meet our obligations with respect to our indebtedness. We cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing on satisfactory terms or at all, particularly because of our anticipated high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt.

We may pursue strategic acquisitions that could have an adverse impact on our business if unsuccessful.

We may from time to time acquire or invest in complementary companies, either on our own or through joint ventures. From time to time, we may evaluate acquisition opportunities that could increase our profitability or provide us with additional industry expertise. These acquisitions, if any, may result in difficulties for us in assimilating acquired operations. This could result in the diversion of our financial resources and our management’s attention from other business issues and opportunities. For instance, the integration of acquired companies may result in problems related to the integration of management teams. We may not be able to successfully integrate operations or personnel that we may acquire in the future. Any failure to successfully integrate a future acquisition could significantly reduce the financial returns from that acquisition and significantly harm our earnings and cash flow. In addition, any acquisitions may not be successful in achieving our desired strategic objectives, which would also cause our business to suffer. Acquisitions also may present other risks, such as exposing our company to potential unknown liabilities associated with acquired businesses.

Adverse weather conditions, natural disasters and highway construction in the areas in which we operate could have a material adverse effect on our results of operations and financial condition.

Adverse weather conditions, particularly hurricanes, flooding, heavy snowfall and other extreme weather conditions, natural disasters or highway construction can deter our customers from traveling or make it difficult for them to frequent our properties. If any of our properties were to experience prolonged adverse weather conditions or prolonged disruption due to natural disasters or highway construction, or if several of our properties were to simultaneously experience such events, our results of operations and financial condition could be materially adversely affected.

Loss of land-based, riverboat or dockside facilities from service would adversely affect our operations.

Our riverboat and dockside gaming facilities in Indiana, Louisiana and Mississippi, as well as any additional riverboat casino properties that might be developed or acquired, are subject to risks in addition to those associated with land-based casinos, including loss of service due to casualty, mechanical failure, extended or extraordinary maintenance, flood, hurricane, snow and ice storms or other severe weather conditions. There are additional risks associated with the movement of vessels on waterways, including risks of casualty due to river turbulence, collisions with other vessels and severe weather conditions.

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In September 1998, a hurricane struck the Gulf Coast region, and Casino Magic Biloxi, Boomtown New Orleans and some of our competitors were forced to shut down operations for approximately one week. If any of our casinos, be it riverboat, dockside or land-based, cease operations for any material period of time, it could adversely affect our results of operations.

The loss of management and other key personnel could significantly harm our business.

Our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior management team, including Daniel R. Lee, our Chairman of the Board and Chief Executive Officer. Although we have entered into employment agreements with Mr. Lee and certain of our senior managers, we cannot guarantee that these individuals will remain with us. If we lose the services of any members of our management team or other key personnel, our business may be significantly impaired. We cannot assure you that we will be able to retain our existing senior management personnel or attract additional qualified senior management personnel.

In addition, our officers, directors and key employees also are required to file applications with the gaming authorities in each of the jurisdictions in which we operate and are required to be licensed or found suitable by these gaming authorities. If the gaming authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, we would have to sever all relationships with that person. Furthermore, the gaming authorities may require us to terminate the employment of any person who refuses to file appropriate applications. Either result could significantly impair our gaming operations. Mr. Lee has filed applications with the requisite gaming authorities and they are pending. We cannot assure you that the licenses will be granted or that Mr. Lee will be found suitable by these gaming authorities.

We experience significant quarterly and annual fluctuations in operating results.

We experience significant fluctuations in our quarterly and annual operating results due to seasonality and other factors. Historically, the summer months are our strongest period and we have generated a substantial majority of the income from operations before non-recurring items in the quarters ending June 30 and September 30. Conversely, the winter months are our slowest period. The gaming industry historically has experienced a general slowdown in the fourth quarter of the calendar year with revenues typically declining during this period.

We are subject to litigation which, if adversely determined, could cause us to incur substantial losses.

We are, from time to time, during the normal course of operating our businesses, subject to various litigation claims and legal disputes. Among such litigation claims are the lawsuits described under the caption “Legal Proceedings” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2002 incorporated by reference in this prospectus. Some of the litigation claims may not be covered under our insurance policies or our insurance carriers may seek to deny coverage. As a result, we might be required to incur significant legal fees, which may have a material adverse impact on our financial position. In addition, because we cannot predict the outcome of any action, it is possible that, as a result of current and/or future litigation, we will be subject to adverse judgments or settlements that could significantly reduce our earnings or result in losses.

We face environmental and archaeological regulation of our real estate.

Our business is subject to a variety of federal, state and local governmental regulations relating to the use, storage, discharge, emission and disposal of hazardous materials. We believe that we are presently in material compliance with applicable environmental laws. However, failure to comply with such laws could result in the imposition of severe penalties or restrictions on our operations by government agencies or courts of law. We currently do not have environmental impairment liability insurance, and a material fine or penalty or a severe restriction would adversely affect our business.

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In addition, the locations of our developments may coincide with sites containing archaeologically significant artifacts, such as Native American remains and artifacts. Federal, state and local governmental regulations relating to the protection of such sites may require us to modify, delay or cancel construction projects at significant cost to us.

Terrorism and the uncertainty of war, as well as other factors affecting discretionary consumer spending, may harm our operating results.

The strength and profitability of our business depends on consumer demand for hotel casino resorts and gaming in general and for the type of amenities we offer. Changes in consumer preferences or discretionary consumer spending could harm our business. The terrorist attacks of September 11, 2001, and ongoing terrorist and war activities in the United States and elsewhere have had a negative impact on travel and leisure expenditures, including lodging, gaming (in some jurisdictions) and tourism. We cannot predict the extent to which the events of September 11 may continue to affect us, directly or indirectly, in the future. An extended period of reduced discretionary spending and/or disruptions or declines in airline travel and business conventions could significantly harm our operations.

In addition to fears of war and future acts of terrorism, other factors affecting discretionary consumer spending, including general or regional economic conditions, disposable consumer income, fears of recession and consumer confidence in the economy, may negatively impact our business. Negative changes in factors affecting discretionary spending could reduce customer demand for the products and services we offer, thus imposing practical limits on pricing and harming our operations.

Also, the terrorist attacks of September 11 have substantially affected the availability, scope of coverage and cost of insurance for certain types of damages or occurrences. We cannot assure you that we will be able to obtain any insurance coverage with respect to occurrences of terrorist acts and any losses that could result from these acts. This could expose us to heavy losses in the event that any damages occur, directly or indirectly, as a result of terrorist attacks and have a significant negative impact on our operations.

We operate in Argentina.

Our operations in Argentina accounted for approximately 17% of the operating income of our combining properties, before corporate expenses and non-recurring charges, in 2001 and approximately 2% of our consolidated assets at December 31, 2001. Argentina has experienced substantial political and economic turmoil over the last year. The value of the Argentine peso has declined from $1.00 on December 31, 2001 to $0.27 as of June 30, 2002. Laws have been enacted that converted dollar-denominated bank accounts owned by us in Argentina to peso-denominated accounts and, simultaneously with that, the government devalued the peso. New laws have also restricted our ability to transfer funds out of Argentina. These events have adversely affected our operations in Argentina and will probably continue to do so.

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RATIO OF EARNINGS TO FIXED CHARGES AND

RATIO OF EARNINGS TO COMBINED FIXED

CHARGES AND PREFERRED STOCK DIVIDENDS

The following table sets forth the unaudited consolidated ratio of earnings to fixed charges and the unaudited consolidated ratio of earnings to combined fixed charges and preferred dividend requirements for the periods shown:

	Year Ended December 31,					Three Months Ended March 31,
	1997	1998	1999	2000	2001	2001	2002
Ratio of earnings to fixed charges (1)	2.74x	1.73x	2.20x	2.93x	.05x	.73x	.73x
Ratio of earnings to combined fixed charges and preferred stock dividends (2)	2.31x	1.73x	2.20x	2.93x	.05x	.73x	.73x

(1) In computing the ratio of earnings to fixed charges: (1) earnings were calculated from income from continuing operations, before income taxes and fixed charges, and excluding capitalized interest; and (2) fixed charges were computed from interest expense, amortization of debt issuance costs, capitalized interest, and the estimated interest included in rental expense. Earnings were insufficient to cover fixed charges by $51 million for the year ended December 31, 2001 and $3.5 million and $3.6 million for the three months ended March 31, 2001 and 2002, respectively.

(2) The ratio of earnings to combined fixed charges and preferred dividend is computed in the same manner as described in the footnote immediately above for the preferred dividend paid in 1997.

USE OF PROCEEDS

Unless indicated otherwise in the applicable prospectus supplement, we expect to use the net proceeds from the sale of our securities for our operations and for other general corporate purposes, including, but not limited to, repayment or refinancing of borrowings, working capital, capital expenditures, investments, acquisitions and the repurchase of our common stock. Additional information on the use of net proceeds from the sale of securities offered by this prospectus may be set forth in the applicable prospectus supplement relating to such offering.

We will not receive any proceeds from the sale of common stock by the selling stockholder.

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DESCRIPTION OF DEBT SECURITIES

The following provides a general description of the terms of the debt securities that we may issue. The particular terms of any debt securities we may offer and the extent, if any, to which the general provisions set forth below may be modified or not apply will be described in the prospectus supplement relating to those debt securities.

The debt securities will be issued under one or more indentures, each dated as of a date on or before the issuance of the debt securities to which it relates and in the form filed as an exhibit to the registration statement of which this prospectus is a part, subject to any amendments or supplements as we may adopt from time to time. Each indenture will be entered into between us, as obligor, a trustee chosen by us and qualified to act as a trustee under the Trust Indenture Act of 1939, and any of our subsidiaries which guarantee our obligations under the indenture. You should read the indenture because it will control your rights as a holder of debt securities. The terms of the indenture will also be governed by the Trust Indenture Act.

General

The debt securities will be our direct obligations, which will be unsecured, rank subordinate to our credit facilities and any other existing or future senior debt, and may rank subordinate to or equally with our other subordinated indebtedness, including, as of March 31, 2002, $350.0 million principal amount of our unsecured 9.25% notes due February 2007 and $125.0 million principal amount of our unsecured 9.50% notes due August 2007. Under the indenture, unsecured subordinated debt securities may be issued without limit as to aggregate principal amount, in one or more series, in each case as established from time to time in or pursuant to authority granted by a resolution from our board of directors or as established in one or more indentures supplemental to the indenture. All debt securities of one series do not need to be issued at the same time. Additionally, unless otherwise provided, a series may be reopened, without the consent of the holders of the debt securities of such series, for issuances of additional debt securities of such series.

Terms of the Debt Securities

You should refer to the prospectus supplement for some or all of the following terms of each series of the debt securities offered by such supplement:

• the designation, aggregate principal amount and authorized denominations of the series;

• the issue price as a percentage of the principal amount at which the series will be issued and, if other than the principal amount of such series, the portion of the principal amount of such series payable upon declaration of acceleration of the maturity or upon redemption of such series and the rate or rates at which original issue discount will accrue;

• the date or dates on which the series will mature;

• the rate or rates per annum, if any, at which the series will bear interest;

• whether the debt securities of the series will accrete in principal amount prior to accruing cash interest, or otherwise be issued with original issue discount;

• the times from which any interest will accrue, be payable and the record dates pertaining to such payment;

• the place or places where the principal and interest, if any, on the series will be payable;

• any redemption or other special terms;

• the covenants applicable to the debt securities which are in addition to, modify or delete those described in the indenture;

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• the events of default relating to the debt securities which are in addition to, modify or delete those described in the indenture;

• whether the debt securities will be issued in certificated or book-entry form, and the denominations of such debt securities;

• if applicable, the terms of any right to convert debt securities into shares of, or exchange debt securities for, our common stock or other securities or property;

• provisions, if any, for the defeasance or discharge of certain of our obligations with respect to such debt securities, which provisions may be in addition to, in substitution for, or in modification of (or any combination of the foregoing), the provisions of the indenture;

• the manner in which the amounts of payment of principal of, premium, if any, or any interest on such debt securities will be determined, if such amounts may be determined by reference to an index based on a currency or currencies other than that in which such debt securities are denominated or designated to be payable or by reference to a commodity, commodity index, stock exchange index or financial index;

• a discussion of any material and/or special United States federal income tax considerations applicable to such debt securities;

• any depositaries, trustees, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities other than those originally appointed;

• whether such debt securities will be issued in the form of one or more global securities and whether such global securities are to be issuable in a temporary global form or permanent global form;

• the terms, if any, on which such debt securities will be subordinate to other debt;

• any listing or intended listing of the debt securities on a securities exchange;

• the provisions, if any, relating to any guarantees of the debt securities; and

• any other terms of the debt securities, which will not be inconsistent with the provisions of the indenture.

Our debt securities may be sold at a discount below their principal amount. Even if our debt securities are not issued at a discount below their principal amount, these securities may, for United States federal income tax purposes, be deemed to have been issued with original issue discount because of certain interest payment or other characteristics. Special United States federal income tax considerations applicable to debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement. In addition, special United States federal tax considerations or other restrictions or terms applicable to any debt securities offered exclusively to foreigners or denominated in a currency other than United States dollars will also be set forth in the prospectus supplement, if applicable.

Information About the Trustee

Under our indenture, there may be more than one trustee, each with respect to one or more series of debt securities. Any trustee under our indenture may resign at any time or be removed with respect to one or more series of debt securities, and a successor trustee may be appointed to act with respect to such series. If two or more persons are acting as trustees with respect to different series of debt securities, each trust shall be separate and apart from the trust administered by any other trustee. Except as indicated in any prospectus supplement, any action to be taken by the trustee may be taken only with respect to the one or more series of debt securities for which it is trustee under the indenture.

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Merger, Consolidation or Sale of Assets

Our indenture does not allow us to consolidate or merge with or into, or sell, assign, convey, transfer or lease our properties and assets, substantially in their entirety, as computed on a consolidated basis, to another corporation, person or entity unless:

• either we are the surviving person, in the case of a merger or consolidation, or the successor or transferee is a corporation organized under the laws of the United States, or any state thereof or the District of Columbia and the successor or transferee corporation expressly assumes, by supplemental indenture, all of our obligations under the debt securities and the indenture; and

• no default or event of default exists immediately after such transaction.

Denominations

Unless we specify in the prospectus supplement, the debt securities of any series will be issuable only as debt securities in denominations of $1,000, and integral multiples of $1,000, and will be payable only in U.S. dollars. The indenture also provides that debt securities of a series may be issuable in global form. See “Global Securities” below.

Registration and Transfer

If you surrender for transfer your registered debt securities at the office or agency we maintain for such purpose, we will deliver, in the name you have designated as transferee, one or more new debt securities of the same series of like aggregate principal amount in such denominations as are authorized for debt securities of such series and of a like maturity and with like terms and conditions. You will not incur a service charge for any transfer or exchange of debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange.

We will not be required to:

• register, transfer or exchange debt securities of any series during a period beginning with the opening of business 15 days before the day of the transmission of a notice of redemption of debt securities of such series selected for redemption, and ending at the close of business on the day of the transmission; or

• register, transfer or exchange any debt security so selected for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part.

Events of Default

Unless we inform you otherwise in the prospectus supplement, events of default means any of the following:

• default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days;

• default in the payment of principal of or premium, if any, on any debt security of that series when due;

• if applicable, default in the deposit of any sinking fund payment, when and as due in respect of any debt security of that series;

• default in the performance, or breach, of any covenants or warranties in the indenture if the default continues uncured for a period of 120 days after written notice to us by the applicable trustee or to us and the applicable trustee by the holders of at least 25% in principal amount of the outstanding debt securities of that series as provided in the indenture; and

• certain events of bankruptcy, insolvency or reorganization.

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If an event of default for any series of debt securities, which are at that time outstanding, occurs and continues, then the applicable trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us, and to the applicable trustee if given by the holders, declare to be due and payable immediately the principal, or, if the debt securities of that series are discount securities, such portion of the principal amount as may be specified in the terms of that series and premium, if any, of all debt securities of that series.

At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the applicable trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may, subject to our having paid or deposited with the trustee a sum sufficient to pay overdue interest and principal which has become due other than by acceleration and certain other conditions, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated principal and premium, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. For information as to waiver of defaults see the discussion set forth below under “Modification and Waiver.”

You should refer to our prospectus supplement with regard to any series of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence and continuation of an event of default.

The indenture provides that the trustee is not obligated to exercise any of its rights or powers under the indenture at the request of any holder of outstanding debt securities, unless the trustee receives indemnity satisfactory to it against any loss, liability or expense. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless such holder shall have previously given to the applicable trustee written notice of a continuing event of default with respect to debt securities of that series and the holders of at least 25% in principal amount of the outstanding debt securities of that series shall have made written request, and offered reasonable indemnity, to such trustee to institute such proceeding as trustee, and the trustee shall not have received from the holders of a majority in principal amount of the outstanding debt securities of that series direction inconsistent with such request and shall have failed to institute such proceeding within 60 days. However, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, premium, if any, and any interest on such debt security on or after the due dates expressed in such debt security and to institute suit for the enforcement of any such payment.

We are required by the indenture, within 120 days after the end of each fiscal year, to furnish to the trustee a statement as to compliance with the indenture. The indenture provides that the trustee with respect to any series of debt securities may withhold notice to the holders of debt securities of such series of any default or event of default (except a default in payment on any debt securities of such series) with respect to debt securities of such series if and so long as a committee of its trust officers, in good faith, determines that withholding such notice is in the interest of the holders of debt securities of such series.

Modification and Waiver

We and the applicable trustee, at any time and from time to time, may modify the indenture without prior notice to or consent of any holder of any series of debt securities for any of the following purposes:

• to permit a successor corporation to assume our covenants and obligations under the indenture and in such series of debt securities in accordance with the terms of the indenture;

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• to add to our covenants for the benefit of the holders of any series of debt securities (and if the covenants are to be for the benefit of less than all series, we shall state that the covenants are expressly being included solely for the benefit of the applicable series);

• to surrender any of our rights or powers conferred in the indenture;

• to add any additional events of default (and if the events of default are to be applicable to less than all series, we shall state that the events of default are expressly being included solely for the benefit of the applicable series);

• to add to, change or eliminate any of the provisions of the indenture in a manner that will become effective only when there is no outstanding debt security which is entitled to the benefit of the provision and as to which the modification would apply;

• to secure a series of debt securities or to provide that our obligations under a series of debt securities or the indenture will be guaranteed and the terms and conditions for the release or substitution of the security or guarantee;

• to supplement any of the provisions of the indenture to the extent needed to permit or facilitate the defeasance and discharge of a series of debt securities in a manner that will not adversely affect the interests of the holders of debt securities of that series or any other series of debt securities issued under the indenture in any material respect;

• to establish the form or terms of debt securities as permitted by the indenture;

• to provide for the acceptance of appointment by a successor trustee regarding one or more series of debt securities and to add to or change any of the provisions of the indenture as is necessary to provide for the administration of the trusts by more than one trustee;

• to comply with the requirements of the Securities and Exchange Commission in connection with qualification of the indenture under the Trust Indenture Act;

• to cure any ambiguity;

• to correct or supplement any provision in the indenture which may be defective or inconsistent with any other provision in the indenture;

• to eliminate any conflict between the terms of the indenture and the debt securities and the Trust Indenture Act; or

• to make any other provisions with respect to matters or questions arising under the indenture which will not be inconsistent with any provision of the indenture as long as the new provisions do not adversely affect in any material respect the interests of the holders of any outstanding debt securities of any series created prior to the modification.

We may also modify the indenture for any other purpose if we receive the written consent of the holders of not less than a majority in principal amount of the outstanding debt securities of each series affected by such modification voting separately. However, we may not, without the consent of the holder of each outstanding debt security of each series affected:

• change the stated maturity or reduce the principal amount or the rate of interest, or extend the time for payment of interest of any debt security or any premium payable upon the redemption of any debt security, or change the stated maturity of, or reduce the amount of the principal of a discount security that would be due and payable upon a declaration of acceleration of the maturity of a discount security or impair the right to institute suit for the enforcement of any payment on or after the due date thereof (including, in the case of redemption, on or after the redemption date), or alter any redemption provisions in a manner adverse to the holders of such series of debt securities;

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• reduce the percentage in principal amount of the outstanding debt securities of a series where the consent of the holder is required for any such amendment, supplemental indenture or waiver which is provided for in the indenture;

• if applicable, adversely affect the right of a holder to convert any debt security;

• modify any of the waiver provisions, except to increase any required percentage or to provide that certain other provisions of the indenture cannot be modified or waived without the consent of the holder of each outstanding debt security which would be affected; or

• modify any provision described in the prospectus supplement as requiring the consent of each affected holder of debt securities.

A modification that changes or eliminates any covenant or other provision of the indenture with respect to one or more particular series of debt securities, or that modifies the rights of the holders of debt securities of a series with respect to such covenant or other provision, shall be deemed not to affect the rights under the indenture of the holders of debt securities of any other series.

The indenture provides that the holders of not less than a majority in aggregate principal amount of the then outstanding debt securities of any series, by notice to the relevant trustee, may on behalf of the holders of the debt securities of such series waive any default and its consequences under the indenture, except (1) a continuing default in the payment of interest on, premium, if any, or the principal of, any such debt security held by a nonconsenting holder or (2) a default in respect of a covenant or provision of the indenture which cannot be modified or amended without the consent of the holder of each outstanding debt security of each series affected.

Defeasance of Debt Securities or Certain Covenants in Certain Circumstances

Defeasance and Discharge.    The indenture provides that we may be discharged from any and all obligations under any debt securities other than:

• certain obligations to pay additional amounts, if any, upon the occurrence of certain tax, assessment or governmental charge events regarding payments on debt securities;

• to register the transfer of debt securities;

• to permit temporary debt securities to be exchanged for definitive debt securities;

• to replace stolen, lost or mutilated debt securities; or

• to maintain paying agencies and to hold money for payment in trust.

We may only defease and discharge all of our obligations under the debt securities of any series if:

• we irrevocably deposit with the trustee, in trust, the amount, as certified by an officers’ certificate, of money and/or U.S. government obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will be sufficient to pay and discharge each installment of principal and premium, if any and any interest on, and any mandatory sinking fund payments in respect of, the debt securities of such series on the dates such payments are due; and

• we deliver to the trustee an opinion of counsel or a ruling from the United States Internal Revenue Service, in either case to the effect that holders of the debt securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge.

Defeasance of Certain Covenants.    Upon compliance with certain conditions, we may omit to comply with certain restrictive covenants contained in the indenture or in the applicable prospectus supplement or any other restrictive covenant relating to any series of debt securities provided for in a board resolution or supplemental indenture which by its terms may be defeased pursuant to the terms of such series of debt securities. Any

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omission to comply with such covenants shall not constitute a default or event of default with respect to any such debt securities. In that event, you would lose the protection of these covenants, but would gain the protection of having money and/or U.S. government obligations set aside in trust to repay the series of debt securities. We may only defease any covenants if, among other requirements:

• we irrevocably deposit with the trustee money and/or U.S. government obligations that, through the payment of interest and principal in respect to such obligations, in accordance with their terms, will provide money in an amount, as certified by an officers’ certificate, sufficient to pay principal, premium, if any, and any interest on and any mandatory sinking fund payments in respect of the debt securities of such series on the dates such payments are due; and

• we deliver to the trustee an opinion of counsel or a ruling from the United States Internal Revenue Service to the effect that the holders of the debt securities of such series will not recognize income, gain or loss, for United States federal income tax purposes, as a result of the covenant defeasance.

Limited Liability of Certain Persons

The indenture provides that none of our past, present or future stockholders, incorporators, employees, officers or directors, or of any successor corporation or any of our affiliates shall have any personal liability in respect of our obligations under the indenture or the debt securities by reason of his, her or its status as such stockholder, incorporator, employee, officer or director.

Mandatory Disposition Pursuant to Gaming Laws

The indenture provides that each holder and beneficial owner, by accepting any of the debt securities subject thereto, shall be deemed to have agreed that if the gaming authority of any jurisdiction of which we or any of our subsidiaries conducts or proposes to conduct gaming, requires that a person who is a holder or the beneficial owner of the debt securities be licensed, qualified or found suitable under applicable gaming laws, such holder or beneficial owner, as the case may be, shall apply for a license, qualification or a finding of suitability within the required time period. If such person fails to apply or become licensed or qualified or is found unsuitable, we shall have the right, at our option:

• to require such person to dispose of its debt securities or beneficial interest therein within 30 days of receipt of notice of our election or such earlier date as may be requested or prescribed by such gaming authority; or

• to redeem such debt securities at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the earlier of the redemption date or the date of the finding of unsuitability, which may be less than 30 days following the notice of redemption if so requested or prescribed by the applicable gaming authority or such lesser amount as may be required by applicable law or by order of any gaming authority.

We shall notify the trustee in writing of any such redemption as soon as practicable. We shall not be responsible for any costs or expenses any such holder may incur in connection with its application for a license, qualification or a finding of suitability.

Conversion Rights

The terms and conditions, if any, upon which the debt securities are convertible into common stock or other securities or property will be set forth in the applicable prospectus supplement. Such terms will include the conversion price (or manner of its calculation), the conversion period, provisions as to whether conversion will be at our option or at the option of the holders, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of such debt securities.

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Guarantee

Under our indenture, one or more of our subsidiaries may be a guarantor and may “guarantee” the performance and punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all of our obligations under the debt securities of any series and the indenture. The liability of the guarantors will be independent of and not in consideration of or contingent upon our liability or any other party obligated under the debt securities or the indenture. A separate action or actions may be brought or prosecuted against us or any other party obligated under the debt securities or the indenture whether or not we or any other party obligated under the debt securities or the indenture are joined in any such action or actions. However, any guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by the guarantor without rendering the guarantee, as it relates to such guarantor, original issue discountable under Section 548 of the Federal Bankruptcy Code or any applicable provision of comparable state law. Each guarantee will be a continuing guarantee and will remain in full force and effect until payment in full of all of the guaranteed obligations.

The following of our subsidiaries may be guarantors of the debt securities: Belterra Resort Indiana, LLC; Biloxi Casino Corp.; Boomtown, Inc.; Boomtown Hotel & Casino, Inc.; Casino Magic Corp.; Casino One Corporation; Crystal Park Hotel and Casino Development Company, LLC; HP/Compton, Inc.; Louisiana-I Gaming, a Louisiana Partnership in Commendam; Louisiana Gaming Enterprises, Inc.; Ogle Haus, LLC; PNK (Bossier City), Inc.; PNK (Lake Charles), LLC; PNK Development 1, Inc.; PNK Development 2, Inc.; PNK Development 3, Inc.; and St. Louis Casino Corp.

Payment, Paying and Transfer Agents

We covenant and agree, for the benefit of each series of debt securities, that we will duly and punctually pay the principal of, premium, if any, and any interest on the debt securities in accordance with the terms of the debt securities and the indenture. We will maintain an office or agency where debt securities of that series may be presented or surrendered for payment, where debt securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon us in respect of the debt securities of that series and the indenture may be served.

Global Securities

The debt securities of any series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in the applicable prospectus supplement relating to such series. Global securities will be in registered form and may be issued in either temporary or permanent form. The specific terms of the depositary arrangement regarding a series of debt securities will be described in the applicable prospectus supplement relating to such series.

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DESCRIPTION OF PREFERRED STOCK AND

DEPOSITARY SHARES

This section describes the general terms and provisions of the preferred stock that we may offer by this prospectus. The applicable prospectus supplement will describe the specific terms of the series of preferred stock then offered, and the terms and provisions described in this section will apply only to the extent not superseded by the terms of the applicable prospectus supplement.

This section is only a summary of the preferred stock that we may offer. We urge you to read carefully our certificate of incorporation and the certificate of designation we will file in relation to an issue of any particular series of preferred stock before you buy any preferred stock.

Preferred Stock

Our certificate of incorporation permits us to issue, without prior permission from our stockholders, up to 250,000 shares of our $1.00 par value preferred stock. As of June 30, 2002, none of our preferred stock was issued and outstanding.

Terms of Future Series of Preferred Stock

Our board of directors may, without further action of the stockholders, issue undesignated preferred stock in one or more classes or series. Any undesignated preferred stock issued by us may:

• rank prior to our common stock as to dividend rights, liquidation preference or both;

• have full or limited voting rights; and

• be convertible into shares of common stock or other securities.

The powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, of the preferred stock of each series will be fixed or designated by our board of directors pursuant to a certificate of designation. We will describe in the applicable prospectus supplement the specific terms of a particular series of preferred stock, which may include the following:

• the maximum number of shares in the series;

• the designation of the series;

• the terms of any voting rights of the series;

• the dividend rate, if any, on the shares of such series, the conditions and dates upon which such dividends will be payable, the preference or relation which such dividends will bear to the dividends payable on any other class or classes or on any other series of capital stock, and whether such dividends will be cumulative or non-cumulative;

• whether the shares of such series will be redeemable by us and, if so, the times, prices and other terms and conditions of such redemption;

• the rights of the holders of shares of such series upon the liquidation, dissolution or winding up of our company;

• whether or not the shares of such series will be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof;

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• whether or not the shares of such series shall be convertible into, or exchangeable for, (a) our debt securities, (b) shares of any other class or classes of stock of our company, or of any other series of the same or different class of stock, or (c) shares of any class or series of stock of any other corporation, and if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same;

• while any shares of such series are outstanding, the limitations and restrictions, if any, upon the payment of dividends or making of other distributions on, and upon the purchase, redemption or other acquisition by our company of, our common stock, or any other class or classes of stock of our company ranking junior to the shares of such series either as to dividends or upon liquidation;

• the conditions or restrictions, if any, upon the creation of indebtedness of our company or upon the issue of any additional stock, including additional shares of such series or of any other series or of any other class, ranking on a parity with or prior to the shares of such series as to dividends or distribution of assets on liquidation, dissolution or winding up;

• whether fractional interests in shares of the series will be offered in the form of depositary shares as described below under “—Depositary Shares;”

• any other preference or provision and relative, participating, optional or other special rights or qualifications, limitations or restrictions thereof; and

• our ability to modify the rights of holders otherwise than by a vote of a majority or more of the series outstanding.

The preferred stock will, when issued, be fully paid and non-assessable. We will select the transfer agent, registrar and dividend disbursement agent for a series of preferred stock and will describe its selection in the applicable prospectus supplement. The registrar for shares of preferred stock will send notices to stockholders of any meetings at which holders of the preferred stock have the right to elect directors of our company or to vote on any other matter of our company.

Although we have no present plans to issue any shares of preferred stock, any issuance of shares of preferred stock, or the issuance of rights to purchase preferred shares, may have the effect of delaying, deferring or preventing a change of control in our company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings and assets available for distribution to the holders of common stock or could adversely affect the rights and powers, including voting rights, of the holders of common stock.

Depositary Shares

This section describes the general terms and provisions of the depositary shares we may offer. The applicable prospectus supplement will describe the specific terms of the depositary shares offered through that prospectus supplement, including, but not limited to, the title of the depositary shares and the deposited security, the amount of deposited securities represented by one depositary share and any general terms outlined in this section that will not apply to those depositary shares.

We have summarized certain terms and provisions of the depositary agreement, the depositary shares and the depositary receipts in this section. The summary is not complete. We will file with the SEC, upon an offering of depositary shares, the form of depositary agreement, including the form of depositary receipt, both of which will be incorporated herein. You should read the forms of depositary agreement and depositary receipt relating to a series of preferred stock for additional information before you buy any depositary shares that represent preferred stock of such series.

General.    We may offer fractional interests in preferred stock rather than full shares of preferred stock. If this occurs, we will provide for the issuance by a depositary to the public of receipts for depositary shares, each of which will represent a fractional interest in a share of a particular series of preferred stock.

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The stock of any series of preferred stock underlying the depositary shares will be deposited under a separate depositary agreement between us and a depositary. For these purposes, the depositary will be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million. We will name the depositary and give the address of its principal executive office in the applicable prospectus supplement. Subject to the terms of the depositary agreement, each owner of a depositary share will have a fractional interest in all the rights and preferences of the preferred stock underlying such depositary shares. Those rights include any dividend, voting, redemption, conversion and liquidation rights.

The depositary shares will be evidenced by depositary receipts issued under the depositary agreement. If you purchase fractional interests in shares of the related series of preferred stock, you will receive depositary receipts as described in the applicable prospectus supplement. While the final depositary receipts are being prepared, we may order the depositary to issue temporary depositary receipts substantially identical to the final depositary receipts in final form. The holders of the temporary depositary receipts will be entitled to the same rights as if they held the depositary receipts although not in final form. Holders of the temporary depositary receipts can exchange them for the final depositary receipts at our expense.

If you surrender depositary receipts at the principal office of the depositary, unless the related depositary shares have previously been called for redemption, you will not be entitled to receive at such office the number of shares of preferred stock and any money or other property represented by such depositary shares. We will not issue partial shares of preferred stock. If you deliver depositary receipts evidencing a number of depositary shares that represent more than a whole number of shares of preferred stock, the depositary will issue you a new depositary receipt evidencing such excess number of depositary shares at the same time that the shares of preferred stock are withdrawn. Holders of preferred stock received in exchange for depositary shares will no longer be entitled to deposit such shares under the depositary agreement or to receive depositary shares in exchange for such preferred stock.

Dividends and Other Distributions.    The depositary will distribute all cash dividends or other distributions received with respect to the preferred stock to the record holders of depositary shares representing the preferred stock in proportion to the number of depositary shares owned by the holders on the relevant record date. The depositary will distribute only the amount that can be distributed without attributing to any holder of depositary shares a fraction of one cent. The balance not distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders of depositary shares.

If there is a distribution other than in cash, the depositary will distribute property to the holders of depositary shares, unless the depositary determines that it is not feasible to make such distribution. If this occurs, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of depositary shares.

The depositary agreement will also contain provisions relating to how any subscription or similar rights offered by us to the holders of the preferred stock will be made available to the holders of depositary shares.

Conversion and Exchange.    If any series of preferred stock underlying the depositary shares is subject to conversion or exchange, the applicable prospectus supplement will describe the rights or obligations of each record holder of depositary receipts to convert or exchange the depositary shares.

Redemption of Depositary Shares.    If the series of the preferred stock underlying the depositary shares is subject to redemption, the depositary shares will be redeemed from the redemption proceeds, in whole or in part, of such series of the preferred stock held by the depositary. The depositary will mail notice of redemption between 30 to 60 days prior to the date fixed for redemption to the record holders of the depositary shares to be redeemed at their addresses appearing in the depositary’s records. The redemption price per depositary share will bear the same relationship to the redemption price per share of preferred stock that the depositary share bears to the underlying preferred share. Whenever we redeem preferred stock held by the depositary, the depositary will

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redeem, as of the same redemption date, the number of depositary shares representing the preferred stock redeemed. If less than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as determined by the depositary.

After the date fixed for redemption, the depositary shares called for redemption will no longer be outstanding. When the depositary shares are no longer outstanding, all rights of the holders will cease, except the right to receive money or other property that the holders of the depositary shares were entitled to receive upon such redemption. Such payments will be made when holders surrender their depositary receipts to the depositary.

Voting the Preferred Stock.    Upon receipt of notice of any meeting at which the holders of the preferred stock are entitled to vote, the depositary will mail information about the meeting contained in the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of such depositary shares on the record date, which will be the same date as the record date for the preferred stock, will be entitled to instruct the depositary as to how the preferred stock underlying the holder’s depositary shares should be voted.

The depositary will try, if practical, to vote the number of shares of preferred stock underlying the depositary shares according to the instructions received. We will agree to take all action requested and deemed necessary by the depositary in order to enable the depositary to vote the preferred stock in that manner. The depositary will not vote any preferred stock for which it does not receive specific instructions from the holder of the depositary shares relating to such preferred stock.

Taxation.    Provided that each obligation in the depositary agreement and any related agreement is performed in accordance with its terms, owners of depositary shares will be treated for United States federal income tax purposes as if they were owners of the shares of preferred stock represented by the depositary shares. Accordingly, for United States federal income tax purposes they will have the income and deductions to which they would be entitled if they were holders of the preferred stock. In addition:

• no gain or loss will be recognized for United States federal income tax purposes upon withdrawal of preferred stock in exchange for depositary shares as provided in the depositary agreement;

• the tax basis of each share of preferred stock to an exchanging owner of depositary shares will, upon the exchange, be the same as the aggregate tax basis of the depositary shares exchanged for such preferred stock; and

• the holding period for the preferred stock, in the hands of an exchanging owner of depositary shares who held the depositary shares as a capital asset at the time of the exchange, will include the period that the owner held such depositary shares.

Amendment and Termination of the Depositary Agreement.    The form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement between our company and the depositary at any time. However, any amendment that materially and adversely alters the rights of the existing holders of depositary shares will not be effective unless approved by the record holders of at least a majority of the depositary shares then outstanding. A depositary agreement may be terminated by us or the depositary only if:

• all outstanding depositary shares relating to the depositary agreement have been redeemed; or

• there has been a final distribution on the preferred stock of the relevant series in connection with the liquidation, dissolution or winding up of the business, and the distribution has been distributed to the holders of the related depositary shares.

Charges of Depositary.    We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay associated charges of the depositary for the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay

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transfer and other taxes and governmental charges and any other charges that are stated to be their responsibility in the depositary agreement.

Miscellaneous.    We will forward to the holders of depositary shares all reports and communications that we must furnish to the holders of the preferred stock.

Neither the depositary nor we will be liable if the depositary is prevented or delayed by law or any circumstance beyond its control in performing its obligations under the depositary agreement. Our obligations and the depositary’s obligations under the depositary agreement will be limited to performance in good faith of duties set forth in the depositary agreement. Neither the depositary nor we will be obligated to prosecute or defend any legal proceeding connected with any depositary shares or preferred stock unless satisfactory indemnity is furnished to us or the depositary. We and the depositary may rely upon written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary.    The depositary may resign at any time by delivering notice to us. We also may remove the depositary at any time. Resignations or removals will take effect upon the appointment of a successor depositary and its acceptance of the appointment. The successor depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50 million.

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DESCRIPTION OF COMMON STOCK

Our authorized common stock consists of 40,000,000 shares of common stock, par value $.10 per share. As of June 30, 2002, 25,910,812 shares of common stock were issued and outstanding and held of record by approximately 2,898 stockholders. The following description of our common stock and provisions of our certificate of incorporation and restated bylaws are only summaries, and we encourage you to review complete copies of our certificate of incorporation and restated bylaws, which we have previously filed with the SEC.

The holders of our common stock are entitled to one vote for each share of the common stock on all matters voted on by such stockholders, including elections of directors and, except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of the common stock exclusively possess all voting power. Subject to any preferential rights of any outstanding series of preferred stock designated by the board of directors from time to time, the holders of the common stock are entitled to dividends from the funds legally available therefor, and upon liquidation are entitled to receive pro rata all of our assets available for distribution to such holders after distribution in full of the preferential amount to be distributed to holders of shares of preferred stock. All outstanding shares of the common stock are validly issued, fully paid and nonassessable. The common stock has no preemptive or conversion rights or other subscription rights and there are no sinking fund or, except as described below under the heading “Delaware Anti-Takeover Law and Certain Certificate of Incorporation and Bylaw Provisions,” redemption provisions applicable to the common stock.

The rights and privileges of our common stock may be subordinate to the rights and preferences of any of our preferred stock.

Our common stock is traded on the New York Stock Exchange under the symbol “PNK”.

Delaware Anti-Takeover Law and Certain Certificate of Incorporation and Bylaw Provisions

The provisions of Delaware law, and of our certificate of incorporation and restated bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of our company, including takeover attempts that might result in a premium over the market price for the shares of common stock.

Delaware Law

Our company has not expressly elected not to be governed by the provisions of Section 203 of the Delaware corporate law. In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner.

Certificate of Incorporation and Restated Bylaw Provisions

General

Under our restated bylaws, any vacancy on our board of directors, however occurring, including a vacancy resulting from an enlargement of our board, may only be filled by vote of a majority of our directors then in office, even if less than a quorum. The limitations on the filling of vacancies could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of us.

Our restated bylaws also provide that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken by written consent in lieu of a meeting. Our

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restated bylaws further provide that special meetings of the stockholders may only be called by the chairman of the board of directors or by a majority of the board of directors. Our restated bylaws provide that stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board or by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and who has given to our corporate secretary timely written notice, in proper form, of the stockholder’s intention to bring that proposal or nomination before the meeting. In addition to some other applicable requirements, for a stockholder proposal or nomination to be properly brought before an annual meeting by a stockholder, the stockholder generally must have given notice in proper written form to the corporate secretary not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. Although our restated bylaws do not give the board of directors the power to approve or disapprove stockholder nominations of candidates or proposals regarding other business to be conducted at annual meeting, our restated bylaws may have the effect of precluding the consideration of some business at a meeting if the proper procedures are not followed or may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting to obtain control of us.

The Delaware corporate law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws or to approve mergers, consolidations or the sale of all or substantially all its assets, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our restated bylaws may be amended or repealed by a majority vote of the board of directors, subject to any limitations set forth in the restated bylaws, and may also be amended by the stockholders by the affirmative vote of the holders of at least two-thirds of the outstanding voting power of our capital stock issued and outstanding and entitled to vote generally in the election of directors. The two-thirds stockholder vote would be in addition to any separate class vote that might in the future be required pursuant to the terms of any series of preferred stock that might be outstanding at the time any of these amendments are submitted to stockholders.

Our certificate of incorporation authorizes the board of directors to issue, without stockholder approval, preferred stock with such terms as our board may determine.

Suitability Requirements

In addition to the foregoing, our certificate of incorporation requires that if a person owns or controls our securities or the securities of our affiliated companies and is determined by a gaming authority to be unsuitable to own or control such securities, or in the sole discretion of our board of directors, is deemed likely to jeopardize our right to conduct gaming activities in any of the jurisdictions in which we conduct gaming activities, we may redeem, and if required by a gaming authority, shall redeem, his securities to the extent required by the government gaming authority or deemed necessary or advisable by us.

If a gaming authority requires us, or if we deem it necessary or advisable, to redeem such securities, we will serve notice on the holder who holds securities subject to redemption and will call for the redemption of the securities of such holder at a redemption price equal to that required to be paid by the gaming authority making the finding of unsuitability, of if such gaming authority does not require a certain price per share to be paid, a sum deemed reasonable by us, which in our discretion may include the original purchase price per share of such securities. The redemption price may be paid in cash, by promissory note, or both, as required by the applicable gaming authority and, if not so required, as we elect. Unless the gaming authority requires otherwise, the redemption price will in no event exceed:

(1)  the closing sales price of the securities on the national securities exchange on which such shares are then listed on the date the notice of redemption is delivered to the person who has been determined to be unsuitable, or

(2)  if such shares are not then listed for trading on any national securities exchange, then the closing sales price of such shares as quoted in the NASDAQ National Market System, or

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(3)  if the shares are not then so quoted, then the mean between the representative bid and the ask price as quoted by NASDAQ or another generally recognized reporting system.

The foregoing is not a complete summary of all of the suitability requirements and other gaming law requirements contained in our certificate of incorporation. Please refer to the complete text of our certificate of incorporation filed as an exhibit to the registration statement of which this prospectus is a part.

Limitations of Liability and Indemnification of Directors and Officers

Our certificate of incorporation limits the liability of directors to us and our stockholders. Specifically, a director will not be personally liable for monetary damages for breach of fiduciary duty as a director, except for liability:

• for any breach of the director’s duty of loyalty to us or our stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law;

• under Section 174 of the Delaware General Corporation Law, which concerns unlawful payments of dividends, stock purchases or redemptions; or

• for any transaction from which the director derived an improper personal benefit.

Our certificate of incorporation provides that we will indemnify our officers and directors to the fullest extent permitted by the Delaware General Corporation Law, and our restated bylaws provide that we will indemnify and advance expenses to our officers and directors to the fullest extent permitted by the Delaware General Corporation Law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on behalf of our company. We believe that these provisions will assist us in attracting and retaining qualified individuals to serve as directors and officers.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

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DESCRIPTION OF WARRANTS

We may issue common stock warrants for the purchase of our common stock. Warrants may be issued independently or together with any debt securities or common stock offered by any prospectus supplement and may be attached to or separate from those debt securities or common stock.

Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with warrant certificates evidencing the warrants. The warrant agent will not assume any obligation or relationship of agency or trust for or with any holders of warrant certificates or beneficial owners of warrants.

As of June 30, 2002, there were no warrants outstanding to purchase our common stock.

The following description summarizes the general terms of the form of warrant agreement and warrant certificate which we will file as exhibits to the registration statement of which this prospectus forms a part upon our offering of warrants. You should read the warrant agreement and warrant certificate for provisions summarized below and others that may be important to you.

General

The prospectus supplement relating to a particular series of warrants will include the specific terms of the series, including, where applicable, the following:

• the title and aggregate number of the warrants;

• the offering price;

• the number of shares of common stock purchasable upon the exercise of a Warrant;

• the exercise price or manner of determining the exercise price, the manner in which the exercise price may be paid, including the currency or currency units in which the price may be payable, and any minimum number of warrants exercisable at one time;

• when the warrants become exercisable and the expiration date;

• the terms of any right of ours to redeem or call the warrants;

• the terms of any right of ours to accelerate the exercisability of the warrants;

• where the warrant certificates may be transferred and exchanged;

• whether the warrants are to be issued with common stock or debt securities and, if so, the number and terms of any such offered securities;

• the date, if any, on and after which the warrants and the related shares of common stock or debt securities will be separately transferable;

• United States federal income tax consequences applicable to the warrants; and

• any other terms of the warrants, including terms, procedures and limitations relating to exchange and exercise of the warrants.

Transfers and Exchange

Warrant certificates may be exchanged for new warrant certificates of different denominations, may, if in registered form, be presented for registration of transfer, and may be exercised at the corporate trust office of the warrant agent. We may specify other offices where these activities may be conducted in a prospectus supplement. No service charge will be made for any permitted transfer or exchange of warrant certificates, but holders must

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pay any tax or other applicable governmental charge. Before the exercise of any warrants, holders of the warrants will not have any of the rights of holders of the common stock purchasable upon exercise. This means holders of warrants will not have the right to receive payments of dividends, if any, on the common stock purchasable upon such exercise or to exercise any applicable right to vote.

Exercise

Each warrant will entitle its holder to purchase the number of shares of common stock at the exercise price that is set forth in, or calculable from, the applicable prospectus supplement. Holders will be able to exercise warrants at any time up to the time on the expiration date set forth in the applicable prospectus supplement. After that time, or a later date to which such expiration date may be extended by us, unexercised warrants will become void.

Holders will be able to exercise warrants by delivering to the warrant agent at its corporate trust office warrant certificates properly completed and paying the exercise price. As soon as practicable after such delivery, we will issue and deliver to the indicated holder the shares of common stock issuable upon that exercise. If fewer than all of the warrants represented by a warrant certificate are exercised, we will issue a new warrant certificate for the remaining number of warrants. The holder of a warrant must pay any tax or other governmental charge imposed in connection with the issuance of underlying common stock purchased upon exercise of a warrant.

Modifications

The warrant agreements and the terms of the warrants may be modified or amended by us and the warrant agent, without the consent of any holder, for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective or inconsistent provision contained therein, or in any other manner that we deem necessary or desirable and that will not materially adversely affect the interests of the holders of the warrants.

Together with the warrant agent, we may also modify or amend the warrant agreement and the terms of the warrants with the consent of a majority of the holders of the then outstanding unexercised warrants affected thereby. No modification or amendment of that type that accelerates the expiration date, increases the exercise price, reduces the number of outstanding warrants required for consent of any such modification or amendment, or otherwise materially adversely affects the rights of the holders of the warrants may be made without the consent of each holder affected thereby.

Warrant Adjustments

The terms and conditions on which the exercise price of and/or the number of shares of our common stock covered by a Warrant are subject to adjustment will be set forth in the warrant certificate and the applicable prospectus supplement. Such terms may include:

• provisions for adjusting the exercise price and/or the number of shares of our common stock covered by the Warrant;

• the events requiring an adjustment;

• the events upon which we may, in lieu of making an adjustment, make proper provisions so that the holder of the warrant, upon its exercise, would be treated as if the holder had exercised the warrant prior to the occurrence of the events; and

• provisions affecting exercise in the event of certain events affecting our common stock.

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GOVERNMENT REGULATION AND GAMING ISSUES

The ownership and operation of gaming companies are subject to extensive regulation. In particular, Indiana, Louisiana, Mississippi, Nevada, California and Argentina have regulations affecting the operation of our gaming business and the ownership and disposition of our securities, including the securities offered pursuant to this prospectus. We summarize these regulations below.

Our certificate of incorporation requires that anyone who owns or controls our securities must comply with gaming regulations governing their “suitability” as investors. These provisions apply to all the securities offered using this prospectus. Any purchaser or holder of securities that we or the selling stockholder have offered using this prospectus shall be deemed to have agreed to such provisions. If a person owns or controls our securities or the securities of our affiliated companies and is determined by a gaming authority to be unsuitable to own or control such securities, or in the sole discretion of our board of directors, is deemed likely to jeopardize our right to conduct gaming activities in any of the jurisdictions in which we conduct gaming activities, we may redeem, and if required by a gaming authority, shall redeem, his securities to the extent required by the gaming authority or deemed necessary or advisable by us.

If a gaming authority requires us, or if we deem it necessary or advisable, to redeem a holder’s securities, we will serve notice on the holder who holds the securities subject to redemption and will call for the redemption of the securities of such holder at a redemption price equal to that required to be paid by the gaming authority making the finding of unsuitability, of if such gaming authority does not require a certain price per share to be paid, a sum deemed reasonable by us. See the section of this prospectus entitled “Description of Common Stock—Certificate of Incorporation and Bylaw Provisions” for additional information about these suitability and redemption requirements.

Indiana.    The ownership and operation of riverboat casinos at Indiana-based sites are subject to extensive state regulation under the Indiana Riverboat Gaming Act (“Indiana Act”), as well as regulations which the Indiana Gaming Commission (the “Indiana Commission”) has adopted pertaining to the Indiana Act. The Indiana Act grants broad and pervasive regulatory powers and authorities to the Indiana Commission. The comprehensive regulations cover ownership, reporting, rules of game and operational matters; thus, the Indiana Act and regulations are significant to our prospects for successfully operating the Belterra facility. The Indiana Act has been challenged based on its constitutionality on two occasions. The Indiana Act was found constitutional on both occasions.

The Indiana Act authorizes the issuance of up to eleven Riverboat Owner’s Licenses to be operated from counties that are contiguous to the Ohio River, Lake Michigan and Patoka Lake. In October 2000, Belterra, the tenth riverboat, commenced operations. Five of the riverboats are in counties contiguous to the Ohio River and five are in counties contiguous to Lake Michigan. The Indiana Commission has not considered an application for a license to be sited in a county contiguous to Patoka Lake since Patoka Lake is a project of the U.S. Army Corps of Engineers (“Corps”) and the Corps has determined Patoka Lake is unsuitable for a riverboat project. A riverboat owner’s license is a revocable privilege and is not a property right under the Indiana Act.

An Indiana license entitles the licensee to own and operate one riverboat. A company may own 100% of one licensee and up to 10% of a second licensee. An Indiana riverboat owner’s license has an initial effective period of five years; thereafter, a license is subject to annual renewal. After the expiration of the initial license, the Indiana Commission will conduct a complete re-investigation every three years, but the Indiana Commission reserves the right to investigate licenses at any times it deems necessary. The Indiana Commission has broad discretion over the initial issuance of licenses and over the renewal, revocation, suspension, restriction and control of riverboat owner’s licenses. Belterra will be subject to a reinvestigation in 2003 to ensure it continues to be in compliance with the Indiana Act. Officers, directors and principal owners of the actual license holder and employees who are to work on the riverboat are subject to substantial disclosure requirements as a part of securing and maintaining necessary licenses.

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Contracts to which Belterra is party are subject to disclosure and approval processes imposed by the regulations. A riverboat owner’s licensee may not enter into or perform any contract or transaction in which it transfers or receives consideration which is not commercially reasonable or which does not reflect the fair market value of the goods or services rendered or received. All contracts are subject to disapproval by the Indiana Commission. Suppliers of gaming equipment and materials must also be licensed under the Indiana Act.

Licensees are statutorily required to disclose to the Indiana Commission the identity of all directors, officers and persons holding direct or indirect beneficial interests of 1% or greater. The Indiana Commission also requires a broad and comprehensive disclosure of financial and operating information on licensees and their principal officers, and their parent corporations and other upstream owners. The Indiana Act prohibits contributions to a candidate for a state, legislative, or local office, or to a candidate’s committee or to a regular party committee by the holder of a riverboat owner’s license or a supplier’s license, by an officer of a licensee, by an officer of a person that holds at least a 1% interest in the licensee or by a person holding at least a 1% interest in the licensee. The prohibition against political contributions extends for three years following a change in the circumstances that resulted in the prohibition. The Indiana Commission has promulgated a rule requiring the quarterly reporting of such licensees, officers, and persons.

In June 2002, the Indiana General Assembly authorized riverboats to either continue conducting excursions or to implement a flexible boarding schedule or dockside gaming. Belterra began dockside operation on August 1, 2002.

Under the Indiana Act, “Adjusted gross receipts” (“AGR”) means the total of all cash and property received from gaming less cash paid out as winnings and uncollectible gaming receivables (not to exceed 2%). A wagering tax of 22.5% is imposed on those riverboats that continue to conduct excursions. Those riverboats electing to operate dockside will be subject to the following graduated wagering tax based on a state fiscal year (July 1 of one year through June 30 of the following year):

• 15% of the first $15 million of AGR.

• 20% of AGR in excess of $25 million, but not exceeding $50 million.

• 25% of AGR in excess of $50 million, but not exceeding $75 million.

• 30% of AGR in excess of $75 million, but not exceeding $150 million.

• 35% of AGR in excess of $250 million.

The Indiana Act also prescribes an additional tax for admissions, based on $3 per person. Those riverboats conducting excursions must pay the admissions on a passenger per excursion basis which requires payment of the admission tax on carryover patrons. Those riverboats conducting dockside operations pay the admission tax on each person admitted to the riverboat. The carryover patron calculation is, thus, eliminated with the commencement of dockside operations.

Real Property taxes are imposed on riverboats at rates determined by local taxing authorities. Income to us from Belterra is subject to the Indiana gross income tax, the Indiana adjusted gross income tax and the Indiana supplemental corporate net income tax. Sales on a riverboat and at related resort facilities are subject to applicable use, excise and retail taxes. The Indiana Act requires a riverboat owner licensee to directly reimburse the Indiana Commission for the costs of inspectors and agents required to be present while authorized gaming is conducted.

Through the establishment of purchasing goals, the Indiana Act encourages minority and women’s business enterprise participation in the riverboat gaming industry. Each riverboat licensee must establish goals of expending at least 10% of total dollar value of the licensee’s qualified contracts for goods and services with minority business enterprises and 5% with women business enterprises. The Indiana Commission may suspend, limit or revoke the owner’s license or impose a fine for failure to comply with the statutory goals. The Indiana Commission has indicated it will be vigilant in monitoring attainment of these goals. We are currently in

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compliance with such purchasing goals, but have failed to achieve these goals at various times in the past. We have adopted an Action Plan to insure compliance with the purchasing goals. The Action Plan has been reviewed and approved by the Indiana Commission.

Minimum and maximum wagers on games on the riverboat are left to the discretion of the licensee. Wagering may not be conducted with money or other negotiable currency. There are no statutory restrictions on extending credit to patrons; however, the matter of credit continues to be a matter of potential legislative action.

If an institutional investor acquires 5% or more of any class of voting securities of a holding company of a licensee, the investor is required to notify the Indiana Commission and to provide additional information, and may be subject to a finding of suitability. Institutional investors who acquire 15% or more of any class of voting securities are subject to a finding of suitability. Any other person who acquired 5% or more of any class of voting securities of a holding company of a licensee is required to apply to the Indiana Commission for a finding of suitability. A riverboat licensee or an affiliate may not enter into a debt transaction of $1,000,000 or more without the approval of the Indiana Commission. The Indiana Commission has taken the position that a “debt transaction” includes increases in maximum amount available under reducing revolving credit facilities. A riverboat owner licensee or any other person may not lease, hypothecate, borrow money against or loan money against or otherwise securitize a riverboat owner’s license.

A licensee, or its parent company, that is publicly traded must notify the Indiana Commission of a public offering that will be registered with the SEC. The licensee must notify the Indiana Commission within 10 business days of the initial filing of a registration statement with the SEC. An ownership interest in a licensee may only be transferred in accordance with the Indiana Act and rules promulgated thereunder.

The Indiana Commission has promulgated a rule that prohibits distributions, excluding distributions for the payment of taxes, by a licensee to its partners, shareholders, itself or any affiliated entity if the distribution would impair the financial viability of the riverboat gaming operation. The Indiana Commission has also promulgated a rule mandating licensees to maintain a cash reserve against defaults in gaming debts. The cash reserve must be equal to licensee’s average payout for a three-day period based on the riverboat’s performance the prior calendar year. The cash reserve can consist of cash on hand, cash maintained in Indiana bank accounts and cash equivalents not otherwise committed or obligated.

On April 11, 2002, we announced that the Indiana Commission had begun an investigation into our regulatory compliance at Belterra Casino Resort. The investigation was initiated as a result of allegations of harassment in a lawsuit filed by two former employees of Belterra Casino Resort. On August 5, 2002, we announced that we had executed a settlement with the Indiana Commission in connection with the matter. At the Indiana Commission meeting held July 29, 2002, we agreed, among other things, to pay a fine of $2.26 million, suspend gaming operations at Belterra Casino Resort for a three-day period beginning at 6:00 p.m. on October 6 to 12:01 p.m. on October 9, 2002, build a new 300 guest-room tower at the property within two years and establish a new compliance committee of our board of directors.

Louisiana.    The ownership and operation of a riverboat gaming vessel is subject to the Louisiana Riverboat Economic Development and Gaming Control Act (the “Louisiana Act”). As of May 1, 1996, gaming activities are regulated by the Louisiana Gaming Control Board (the “Board”). The Board is responsible for issuing the gaming license and enforcing the laws, rules and regulations relative to riverboat gaming activities. The Board is empowered to issue up to fifteen licenses to conduct gaming activities on a riverboat of new construction in accordance with applicable law. However, no more than six licenses may be granted to riverboats operating from any one designated waterway. An initial license to conduct gaming operations is valid for a term of five years. The Louisiana Act provides for successive five year renewals after the initial five year term.

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The laws and regulations of Louisiana seek to: (i) prevent unsavory or unsuitable persons from having any direct or indirect involvement with gaming at any time or in any capacity; (ii) establish and maintain responsible accounting practices and procedures; (iii) maintain effective control over the financial practices of licensees, including establishing procedures for reliable record keeping and making periodic reports to the Board; (iv) prevent cheating and fraudulent practices; (v) provide a source of state and local revenues through fees; and (vi) ensure that gaming licensees, to the extent practicable, employ and contract with Louisiana residents, women and minorities. The Louisiana Act specifies certain restrictions and conditions relating to the operation of riverboat gaming, including, but not limited to, the following: (i) in parishes bordering the Red River, such as the our Casino Magic property in Bossier, gaming may be conducted dockside; however, prior to the passage of legislation legalizing dockside gaming effective April 1, 2001 in the 2001 Special Session of the Louisiana Legislature, in all other authorized locations such as Boomtown New Orleans, gaming is not permitted while a riverboat is docked, other than for forty-five minutes between excursions, unless dangerous weather or water conditions exist; (ii) prior to the passage of legislation legalizing dockside gaming effective April 1, 2001 in the 2001 Special Session of the Louisiana Legislature, each round trip riverboat cruise may not be less than three nor more than eight hours in duration, subject to specified exceptions; (iii) agents of the Board are permitted on board at any time during gaming operations; (iv) gaming devices, equipment and supplies may be purchased or leased from permitted suppliers; (v) gaming may only take place in the designated river or waterway; (vi) gaming equipment may not be possessed, maintained, or exhibited by any person on a riverboat except in the specifically designated gaming area, or a secure area used for inspection, repair, or storage of such equipment; (vii) wagers may be received only from a person present on a licensed riverboat; (viii) persons under 21 are not permitted in designated gaming areas; (ix) except for slot machine play, wagers may be made only with tokens, chips, or electronic cards purchased from the licensee aboard a riverboat; (x) licensees may only use docking facilities and routes for which they are licensed and may only board and discharge passengers at the riverboat’s licensed berth; (xi) licensees must have adequate protection and indemnity insurance; (xii) licensees must have all necessary federal and state licenses, certificates and other regulatory approvals prior to operating a riverboat; and (xiii) gaming may only be conducted in accordance with the terms of the license and the rules and regulations adopted by the Board.

No person may receive any percentage of the profits from our operations in Louisiana without first being found suitable. In March 1994, Boomtown New Orleans, its officers, key personnel, partners and persons holding a 5% or greater interest in the partnership were found suitable by the predecessor to the Board. In April 1996, the Board’s predecessor confirmed that Casino Magic Bossier’s officers, key personnel, partners and persons holding a 5% or greater interest in the corporation were suitable and authorized to acquire an existing licensee. In July 1999, the Board renewed Boomtown New Orleans’ license to conduct gaming operations. In May 2001, the Board renewed Casino Magic Bossier’s license to conduct gaming operations. A gaming license is deemed to be a privilege under Louisiana law and as such may be denied, revoked, suspended, conditioned or limited at any time by the Board. In issuing a license, the Board must find that the applicant is a person of good character, honesty and integrity and the applicant is a person whose prior activities, criminal record, if any, reputation, habits and associations do not pose a threat to the public interest of the State of Louisiana or to the effective regulation and control of gaming, or create or enhance the dangers of unsuitable, unfair or illegal practices, methods, and activities in the conduct of gaming or the carrying on of business and financial arrangements in connection therewith. The Board will not grant any licenses unless it finds that: (i) the applicant is capable of conducting gaming operations, which means that the applicant can demonstrate the capability, either through training, education, business experience, or a combination of the above, to operate a gaming casino; (ii) the proposed financing of the riverboat and the gaming operations is adequate for the nature of the proposed operation and from a source suitable and acceptable to the Board; (iii) the applicant demonstrates a proven ability to operate a vessel of comparable size, capacity and complexity to a riverboat in its application for a license; (v) the applicant designates the docking facilities to be used by the riverboat; (vi) the applicant shows adequate financial ability to construct and maintain a riverboat; (vii) the applicant has a good faith plan to recruit, train and upgrade minorities in all employment classifications; and (viii) the applicant is of good moral character.

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The Board may not award a license to any applicant who fails to provide information and documentation to reveal any fact material to qualification or who supplies information which is untrue or misleading as to a material fact pertaining to the qualification criteria; who has been convicted of or pled nolo contendere to an offense punishable by imprisonment of more than one year; who is currently being prosecuted for or regarding whom charges are pending in any jurisdiction of an offense punishable by more than one year imprisonment; if any holder of 5% or more in the profits and losses of the applicant has been convicted of or pled guilty or nolo contendere to an offense which at the time of conviction is punishable as a felony.

The transfer of a license is prohibited; however, the sale, assignment, transfer, pledge, or disposition of securities which represent 5% or more of the total outstanding shares issued by a holder of a license may be transferred, subject to prior Board approval. A security issued by a holder of a license must generally disclose these restrictions.

Section 2501 of the regulations enacted by the Louisiana State Police Riverboat Gaming Division pursuant to the Louisiana Act (the “Regulations”) requires prior written approval of the Board of all persons involved in the sale, purchase, assignment, lease, grant or foreclosure of a security interest, hypothecation, transfer, conveyance or acquisition of an ownership interest (other than in a corporation) or economic interest of five percent (5%) or more in any licensee.

Section 2523 of the Regulations requires notification to and prior approval from the Board of the: (a) application for, receipt, acceptance or modification of a loan, the (b) use of any cash, property, credit, loan or line of credit, or the (c) guarantee or granting of other forms of security for a loan by a licensee or person acting on a licensee’s behalf. Exceptions to prior written approval include, without limitation, any transaction for less than $2,500,000 in which all of the lending institutions are federally regulated, the transaction modifies the terms of an existing, previously approved loan transaction, or if the transaction involves publicly registered debt and securities sold pursuant to a firm underwriting agreement.

The failure of a licensee to comply with the requirements set forth above may result in the suspension or revocation of that licensee’s gaming license. Additionally, if the Board finds that the individual owner or holder of a security of a corporate license or intermediary company or any person with an economic interest in a licensee is not qualified under the Louisiana Act, the Board may require, under penalty of suspension or revocation of the license, that the person not: (a) receive dividends or interest on securities of the corporation, (b) exercise directly or indirectly a right conferred by securities of the corporation, (c) receive remuneration or economic benefit from the licensee, or (d) continue in an ownership or economic interest in the licensee.

A licensee must periodically report the following information to the Board, which is not confidential and is to be available for public inspection: (a) the licensee’s net gaming proceeds from all authorized games; (b) the amount of net gaming proceeds tax paid; and, (c) all quarterly and annual financial statements presenting historical data that are submitted to the Board, including annual financial statements that have been audited by an independent certified public accountant.

The Louisiana Act restricts gaming space on riverboats to no more than 30,000 square feet. The Board has adopted rules governing the method for approval of the area of operations and the rules and odds of authorized games and devices permitted, and prescribing grounds and procedures for the revocation, limitation or suspension of licenses and permits.

On April 19, 1996, the Louisiana legislature adopted legislation requiring statewide local elections on a parish-by-parish basis to determine whether to prohibit or continue to permit licensed riverboat gaming, licensed video poker gaming, and licensed land-based gaming in Orleans Parish. The applicable local election took place on November 5, 1996, and the voters in the parishes of Boomtown New Orleans and Casino Magic Bossier voted to continue licensed riverboat and video poker gaming. However, it is noteworthy that the current legislation does not provide for any moratorium on future local elections on gaming.

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Prior to the passage of legislation in the 2001 Special Session of the Louisiana Legislature, fees to the state of Louisiana for conducting gaming activities on a riverboat include: (i) $50,000 per riverboat for the first year of operation and $100,000 per year, per riverboat thereafter, plus (ii) 18.5% of net gaming proceeds. In the 2001 Special Session of the Louisiana Legislature, a law was passed legalizing dockside gaming and increasing the fees paid to the state of Louisiana to 21.5% of net gaming proceeds effective April 1, 2001 for the nine riverboats in the southern region of the state, including our Boomtown New Orleans property, while the fee increase to 21.5% of net gaming proceeds will be phased in over an approximately two year period for the riverboats operating in parishes bordering the Red River, including our Casino Magic Bossier City property.

Mississippi.    The ownership and operation of casino gaming facilities in Mississippi are subject to extensive state and local regulation, but primarily the licensing and regulatory control of the Mississippi Gaming Commission (the “Mississippi Commission”). The Mississippi Gaming Control Act (the “Mississippi Act”), which legalized dockside casino gaming in Mississippi, is similar to the Nevada Gaming Control Act discussed below. The Mississippi Commission has adopted regulations which are also similar in many respects to the Nevada gaming regulations.

The laws, regulations and supervisory procedures of Mississippi and the Mississippi Commission are based upon declarations of public policy that are concerned with, among other things, (1) the prevention of unsavory or unsuitable persons from having direct or indirect involvement with gaming at any time or in any capacity; (2) the establishment and maintenance of responsible accounting practices and procedures; (3) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and safeguarding of assets and revenues, providing for reliable record keeping and requiring the filing of periodic reports with the Mississippi Commission; (4) the prevention of cheating and fraudulent practices; (5) providing a source of state and local revenues through taxation and licensing fees; and (6) ensuring that gaming licensees, to the extent practicable, employ Mississippi residents. The regulations are subject to amendment and interpretation by the Mississippi Commission. We believe that our compliance with the licensing procedures and regulatory requirements of the Mississippi Commission will not affect the marketability of our securities. Changes in Mississippi laws or regulations may limit or otherwise materially affect the types of gaming that may be conducted and such changes, if enacted, could have an adverse effect on us and our Mississippi gaming operations.

The Mississippi Act provides for legalized dockside gaming in each of the fourteen counties that border the Gulf Coast or the Mississippi River, but only if the voters in the county have not voted to prohibit gaming in that county. As of July 1, 2002, dockside gaming was permissible in nine of the fourteen eligible counties in the state and gaming operations had commenced in seven counties. Under Mississippi law, gaming vessels must be located on the Mississippi River or on navigable waters in eligible counties along the Mississippi River or in the waters lying south of the counties along the Mississippi Gulf Coast.

The Mississippi Act permits unlimited stakes gaming on permanently moored vessels on a 24-hour basis and does not restrict the percentage of space which may be utilized for gaming. The Mississippi Act permits substantially all traditional casino games and gaming devices.

We and any subsidiary of ours that operates a casino in Mississippi (a “Mississippi Gaming Subsidiary”) are subject to the licensing and regulatory control of the Mississippi Commission. We are registered under the Mississippi Act as a publicly traded corporation (a “Registered Corporation”) of Biloxi Casino Corp. d/b/a Casino Magic Biloxi (“Casino Magic Biloxi”) and have been found suitable to own the stock of Casino Magic Corp., which is registered as an intermediary company (an “Intermediary Company”). Casino Magic Corp. has been found suitable to own the stock of Casino Magic Biloxi. As a Registered Corporation, we are required periodically to submit detailed financial and operating reports to the Mississippi Commission and furnish any other information which the Mississippi Commission may require. If we are unable to continue to satisfy the registration requirements of the Mississippi Act, we and any Mississippi Gaming Subsidiary cannot own or operate gaming facilities in Mississippi. No person may become a stockholder of or receive any percentage of

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profits from an Intermediary Company or a Mississippi Gaming Subsidiary of a Registered Corporation without first obtaining licenses and approvals from the Mississippi Commission. We have obtained such approvals from the Mississippi Commission.

A Mississippi Gaming Subsidiary must maintain a gaming license from the Mississippi Commission to operate a casino in Mississippi. Such licenses are issued by the Mississippi Commission subject to certain conditions, including continued compliance with all applicable state laws and regulations. There are no limitations on the number of gaming licenses that may be issued in Mississippi. Gaming licenses require the payment of periodic fees and taxes, are not transferable, are issued for a three-year period (and may be continued for two additional three-year periods) and must be renewed periodically thereafter. Casino Magic Biloxi was granted a renewal of its gaming license by the Mississippi Commission on December 21, 2000.

Certain of our officers and employees and the officers, directors and certain key employees of Casino Magic Corp. and Casino Magic Biloxi must be found suitable or approved by the Mississippi Commission. We believe that we have obtained or applied for all necessary findings of suitability with respect to such persons associated with us, Casino Magic Corp. or Casino Magic Biloxi, although the Mississippi Commission, in its discretion, may require additional persons to file applications for findings of suitability. In addition, any person having a material relationship or involvement with us, Casino Magic Corp. or Casino Magic Biloxi may be required to be found suitable, in which case those persons must pay the costs and fees associated with such investigation. The Mississippi Commission may deny an application for a finding of suitability for any cause that it deems reasonable. Changes in certain licensed positions must be reported to the Mississippi Commission. In addition to its authority to deny an application for a finding of suitability, the Mississippi Commission has jurisdiction to disapprove a change in a person’s corporate position or title and such changes must be reported to the Mississippi Commission. The Mississippi Commission has the power to require us, Casino Magic Corp. and Casino Magic Biloxi to suspend or dismiss officers, directors and other key employees or sever relationships with other persons who refuse to file appropriate applications or whom the authorities find unsuitable to act in such capacities. Determinations of suitability or questions pertaining to licensing are not subject to judicial review in Mississippi.

At any time, the Mississippi Commission has the power to investigate and require the finding of suitability of any of our record or beneficial stockholders. The Mississippi Act requires any person who acquires more than five percent of any class of voting securities of a Registered Corporation, as reported to the Securities and Exchange Commission (“SEC”), to report the acquisition to the Mississippi Commission, and such person may be required to be found suitable. Also, any person who becomes a beneficial owner of more than ten percent of any class of voting securities of a Registered Corporation, as reported to the SEC, must apply for a finding of suitability by the Mississippi Commission. The Mississippi Commission generally has exercised its discretion to require a finding of suitability of any beneficial owner of more than five percent of any class of voting securities of a Registered Corporation. If a stockholder who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information, including a list of beneficial owners. Any record or beneficial stockholder required to apply for a finding suitability must pay all investigative fees and costs of the Mississippi Commission in connection with such investigation.

The Mississippi Commission has adopted a policy which provides that under certain circumstances, an “institutional investor,” as defined in the policy, which acquires more than ten percent, but not more than fifteen percent, of a Registered Corporation’s voting securities may apply to the Mississippi Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the Registered Corporation, any change in the Registered Corporation’s corporate charter, restated bylaws, management, policies or operations of the Registered Corporation, or any of its gaming affiliates, or any other action which the Mississippi Commission finds to be inconsistent with holding the Registered Corporation’s voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding

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voting securities for investment purposes only include: (i) voting on all matters voted on by stockholders; (ii) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and (iii) such other activities as the Mississippi Commission may determine to be consistent with such investment intent.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty (30) days after being ordered to do so by the Mississippi Commission may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner. Any person found unsuitable and who holds, directly or indirectly, any beneficial ownership of such securities beyond such time as the Mississippi Commission prescribes, may be guilty of a misdemeanor. We may be subject to disciplinary action if, after receiving notice that a person is unsuitable to be a stockholder or to have any other relationship with us, Casino Magic Corp. or Casino Magic Biloxi, the company involved: (1) pays the unsuitable person any dividend or other distribution upon such person’s voting securities; (2) recognizes the exercise, directly or indirectly, of any voting rights conferred by securities held by the unsuitable person; (3) pays the unsuitable person any remuneration in any form for services rendered or otherwise, except in certain limited and specific circumstances; or (4) fails to pursue all lawful efforts to require the unsuitable person to divest himself of the securities, including, if necessary, the immediate purchase of the securities for cash at a fair market value.

We may be required to disclose to the Mississippi Commission, upon request, the identities of the holders of any of our debt or other securities. In addition, under the Mississippi Act, the Mississippi Commission may in its discretion require the holder of any debt security of a Registered Corporation to file an application, be investigated and be found suitable to own the debt security. Although the Mississippi Commission generally does not require the individual holders of obligations such as notes to be investigated and found suitable, the Mississippi Commission retains the discretion to do so for any reason, including but not limited to, a default, or where the holder of the debt instrument exercises a material influence over the gaming operations of the entity in question. Any holder of debt securities required to apply for a finding of suitability must pay all investigative fees and costs of the Mississippi Commission in connection with such an investigation.

If the Mississippi Commission determines that a person is unsuitable to own a debt security, then the Registered Corporation may be sanctioned, including the loss of its approvals, if without the prior approval of the Mississippi Commission it: (1) pays to the unsuitable person any dividend, interest, or any distribution whatsoever; (2) recognizes any voting right by the unsuitable person in connection with those securities; (3) pays the unsuitable person remuneration in any form; or (4) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

Each Mississippi Gaming Subsidiary and Intermediary Company must maintain in Mississippi a current ledger with respect to ownership of its equity securities and we must maintain in Mississippi a current list of our stockholders, which must reflect the record ownership of each outstanding share of any class of our equity securities. The ledger and stockholder lists must be available for inspection by the Mississippi Commission at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Mississippi Commission. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We must also render maximum assistance in determining the identity of the beneficial owner.

The Mississippi Act requires that the certificates representing securities of a Registered Corporation bear a legend indicating that the securities are subject to the Mississippi Act and the regulations of the Mississippi Commission. We have received from the Mississippi Commission a waiver from this legend requirement. The Mississippi Commission has the power to impose additional restrictions on the holders of our securities at any time.

Substantially all material loans, leases, sales of securities and similar financing transactions by a Registered Corporation, an Intermediary Company or a Mississippi Gaming Subsidiary must be reported to or approved by

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the Mississippi Commission. A pledge of the stock of a Mississippi Gaming Subsidiary and the foreclosure of such a pledge are ineffective without the prior approval of the Mississippi Commission. Moreover, restrictions on the transfer of an equity security issued by a Mississippi Gaming Subsidiary or Intermediary Company and agreements not to encumber such securities are ineffective without the prior approval of the Mississippi Commission.

A Registered Corporation may not make a public offering of its securities without the prior approval of the Mississippi Commission if any part of the proceeds of the offering is to be used to finance the construction, acquisition or operation of gaming facilities in Mississippi or to retire or extend obligations incurred for those purposes. Under the regulations of the Mississippi Commission, a Mississippi Gaming Subsidiary may not guarantee a security issued by an affiliated company pursuant to a public offering, or pledge its assets to secure payment or performance of the obligations evidenced by the security issued by the affiliated company, without the prior approval of the Mississippi Commission. Such approval, if given, does not constitute a recommendation or approval of the investment merits of the securities subject to the offering.

On February 20, 2002, the Mississippi Commission granted us prior approval to make public offerings and private placements of securities for a period of two years, subject to certain conditions (the “Mississippi Shelf Approval”). The Mississippi Shelf Approval also includes approval for Casino Magic Corp. and Casino Magic Biloxi to guarantee any security issued by, and for Casino Magic Biloxi to hypothecate its assets to secure the payment or performance of, any obligations evidenced by a security issued by us in a public offering or private placement under the Mississippi Shelf Approval. The Mississippi Shelf Approval also includes approval to place restrictions upon the transfer of and enter into agreements not to encumber the equity securities of Casino Magic Corp. and Casino Magic Biloxi. The Mississippi Shelf Approval, however, may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Mississippi Commission. The Mississippi Shelf Approval does not constitute a finding, recommendation or approval of the Mississippi Commission as to the accuracy or the adequacy of any prospectus or the investment merits of any securities offered thereby. Any representation to the contrary is unlawful. The sale of securities pursuant to this shelf registration statement will qualify as an offering made pursuant to the terms of the Mississippi Shelf Approval as currently in effect or as may be renewed in the discretion of the Mississippi Commission.

Changes in control of us through merger, consolidation, acquisition of assets, management or consulting agreements, or any act or conduct by a person by which he or she obtains control, may not occur without the prior approval of the Mississippi Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Mississippi Commission in a variety of stringent standards prior to assuming control of the Registered Corporation. The Mississippi Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control, to be investigated and licensed as part of the approval process relating to the transaction.

The Mississippi legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and other corporate defense tactics that affect corporate gaming licensees in Mississippi and Registered Corporations may be injurious to stable and productive corporate gaming. The Mississippi Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Mississippi’s gaming industry and to further Mississippi’s policy to (1) assure the financial stability of corporate gaming operations and their affiliates; (2) preserve the beneficial aspects of conducting business in the corporate form; and (3) promote a neutral environment for the orderly governance of corporate affairs.

Approvals are, in certain circumstances, required from the Mississippi Commission before a Registered Corporation may make exceptional repurchases of voting securities (such as repurchases which treat holders differently) in excess of the current market price and before a corporate acquisition opposed by management can be consummated. Mississippi’s gaming regulations also require prior approval by the Mississippi Commission of a plan of recapitalization proposed by the Registered Corporation’s board of directors in response to a tender

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offer made directly to the Registered Corporation’s stockholders for the purpose of acquiring control of the Registered Corporation.

Neither we, any Intermediary Company nor any Mississippi Gaming Subsidiary may engage in gaming activities in Mississippi while also conducting gaming operations outside of Mississippi without approval of the Mississippi Commission. The Mississippi Commission may require determinations that, among other things, there are means for the Mississippi Commission to have access to information concerning the out-of-state gaming operations of us and our affiliates. We have previously obtained a waiver of foreign gaming approval from the Mississippi Commission for operations in other states in which we conduct gaming operations and will be required to obtain the approval or a waiver of such approval from the Mississippi Commission prior to engaging in any additional future gaming operations outside of Mississippi.

If the Mississippi Commission determined that we, Casino Magic Corp. or Casino Magic Biloxi violated a gaming law or regulation, the Mississippi Commission could limit, condition, suspend or revoke our approvals, the approvals of Casino Magic Corp. and the license of Casino Magic Biloxi, subject to compliance with certain statutory and regulatory procedures. In addition, we, Casino Magic Corp., Casino Magic Biloxi and the persons involved could be subject to substantial fines for each separate violation. Because of such a violation, the Mississippi Commission could seek to appoint a supervisor to operate our Mississippi casino facilities. Limitation, conditioning or suspension of any gaming license or approval or the appointment of a supervisor could (and revocation of any gaming license or approval would) materially adversely affect us, our gaming operations and our results of operations.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Mississippi and to the counties and cities in which a Mississippi Gaming Subsidiary’s respective operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon (1) a percentage of the gross gaming revenues received by the casino operation, (2) the number of gaming devices operated by the casino, or (3) the number of table games operated by the casino. The license fee payable to the State of Mississippi is based upon “gaming receipts” (generally defined as gross receipts less payouts to customers as winnings) and the current maximum tax rate imposed is 8% of gaming receipts in excess of $134,000 per month. The gross revenue fees imposed by the local governments equal approximately 4% of the gaming receipts.

The Mississippi Commission’s regulations require as a condition of licensure or license renewal that an existing licensed gaming establishment’s plan include a 500-car parking facility in close proximity to the casino complex and infrastructure facilities which amount to at least twenty-five percent of the casino cost. We believe that Casino Magic Biloxi is in compliance with this requirement. The Mississippi Commission later adopted amendments to the regulation that increase the infrastructure development requirement from twenty-five percent to one hundred percent for new casinos (or upon acquisition of a closed casino), but grandfathered existing licensees.

In recent years, certain anti-gaming groups proposed for adoption through the initiative and referendum process certain amendments to the Mississippi Constitution which would prohibit gaming in the state. The proposals were declared illegal by the Mississippi courts on constitutional and procedural grounds. The latest ruling was appealed to the Mississippi Supreme Court, which affirmed the decision of the lower court. If another such proposal were to be offered and if a sufficient number of signatures were to be gathered to place a legal initiative on the ballot, it is possible for the voters of Mississippi to consider such a proposal in November 2003. While we are unable to predict whether such an initiative will appear on a ballot or the likelihood of such an initiative being approved by the voters, if such an initiative were passed and gaming were prohibited in Mississippi it would have a significant adverse effect on us and our Mississippi gaming operations.

The sale of food or alcoholic beverages at Casino Magic Biloxi is subject to licensing, control and regulation by the applicable state and local authorities. The agencies involved have full power to limit, condition,

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suspend or revoke any such license, and any such disciplinary action against Casino Magic Biloxi could (and revocation would) have a materially adverse effect upon our operations. Certain of our, Casino Magic Corp.’s and Casino Magic Biloxi’s officers and managers must be investigated by the Alcoholic Beverage Control Division of the State Tax Commission (the “ABC”) in connection with Casino Magic Biloxi’s liquor permits. Changes in licensed positions must be approved by the ABC.

Nevada.    The ownership and operation of casino gaming facilities in Nevada are subject to: (i) the Nevada Gaming Control Act and the regulations promulgated there under (collectively, “Nevada Act”); and (ii) various local regulations. Our gaming operations are subject to the licensing and regulatory control of the Nevada Gaming Commission (“Nevada Commission”), the Nevada State Gaming Control Board (“Nevada Board”) and Washoe County. The Nevada Commission, the Nevada Board and Washoe County are collectively referred to as the “Nevada Gaming Authorities.”

The laws, regulations and supervisory procedures of the Nevada Gaming Authorities are based upon declarations of public policy which are concerned with, among other things: (i) the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time or in any capacity; (ii) the establishment and maintenance of responsible accounting practices and procedures; (iii) the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum procedures for internal fiscal affairs and the safeguarding of assets and revenues, providing reliable record keeping and requiring the filing of periodic reports with the Nevada Gaming Authorities; (iv) the prevention of cheating and fraudulent practices; and (v) providing a source of state and local revenues through taxation and licensing fees. Changes in such laws, regulations and procedures could have an adverse effect on Boomtown Reno’s gaming operations.

Boomtown Hotel & Casino, Inc. (the “Gaming Subsidiary”), which operates Boomtown Reno and two other gaming operations with slot machines only, is required to be licensed by the Nevada Gaming Authorities. The gaming licenses require the periodic payment of fees and taxes and are not transferable. We are currently registered by the Nevada Commission as a publicly traded corporation (a “Registered Corporation”) and have been found suitable to own the stock of Boomtown, Inc., which is registered as an intermediary company (“Intermediary Company”). Boomtown has been found suitable to own the stock of the Gaming Subsidiary, which is a corporate licensee (a “Corporate Licensee”) under the terms of the Nevada Act. As a Registered Corporation, the we are required periodically to submit detailed financial and operating reports to the Nevada Commission and furnish any other information which the Nevada Commission may require. No person may become a stockholder of, or holder of an interest of, or receive any percentage of profits from an Intermediary Company or a Corporate Licensee without first obtaining licenses and approvals from the Nevada Gaming Authorities. We, Boomtown and the Gaming Subsidiary have obtained from the Nevada Gaming Authorities the various registrations, findings of suitability, approvals, permits and licenses required in order to engage in gaming activities in Nevada.

The Nevada Gaming Authorities may investigate any individual who has a material relationship to, or material involvement with, us, Boomtown or the Gaming Subsidiary in order to determine whether such individual is suitable or should be licensed as a business associate of a gaming licensee. Our, Boomtown’s and the Gaming Subsidiary’s officers, directors and certain key employees must file applications with the Nevada Gaming Authorities and may be required to be licensed or found suitable by the Nevada Gaming Authorities. Our and Boomtown’s officers, directors and key employees who are actively and directly involved in gaming activities of the Gaming Subsidiary may be required to be licensed or found suitable by the Nevada Gaming Authorities. The Nevada Gaming Authorities may deny an application for licensing for any cause which they deem reasonable. A finding of suitability is comparable to licensing, and both require submission of detailed personal and financial information followed by a thorough investigation. The applicant for licensing or a finding of suitability must pay all the costs of the investigation. Changes in licensed positions must be reported to the Nevada Gaming Authorities and, in addition to their authority to deny an application for a finding of suitability or licensure, the Nevada Gaming Authorities have jurisdiction to disapprove a change in a corporate position.

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If the Nevada Gaming Authorities were to find an officer, director or key employee unsuitable for licensing or unsuitable to continue having a relationship with us, Boomtown or the Gaming Subsidiary, the companies involved would have to sever all relationships with such person. In addition, the Nevada Commission may require us, Boomtown or the Gaming Subsidiary to terminate the employment of any person who refuses to file appropriate applications. Determinations of suitability or of questions pertaining to licensing are not subject to judicial review in Nevada.

We and the Gaming Subsidiary are required to submit detailed financial and operating reports to the Nevada Commission. Substantially all material loans, leases, sales of securities and similar financing transactions by us, Boomtown and the Gaming Subsidiary must be reported to or approved by the Nevada Commission.

If it were determined that the Nevada Act was violated by the Gaming Subsidiary, the gaming licenses it holds could be limited, conditioned, suspended or revoked, subject to compliance with certain statutory and regulatory procedures. In addition, we, Boomtown, the Gaming Subsidiary and the persons involved could be subject to substantial fines for each separate violation of the Nevada Act at the discretion of the Nevada Commission. Further, a supervisor could be appointed by the Nevada Commission to operate Boomtown Reno and, under certain circumstances, earnings generated during the supervisor’s appointment (except for reasonable rental value of the casino) could be forfeited to the State of Nevada. Limitation, conditioning or suspension of the gaming licenses of the Gaming Subsidiary or the appointment of a supervisor could (and revocation of any gaming license would) negatively affect our gaming operations.

Any beneficial holder of our voting securities, regardless of the number of shares owned, may be required to file an application, be investigated, and be found suitable as a beneficial holder of the our voting securities if the Nevada Commission has reason to believe that such ownership would otherwise be inconsistent with the declared policies of the State of Nevada. The applicant must pay all costs of investigation incurred by the Nevada Gaming Authorities in conducting any such investigation.

The Nevada Act requires any person who acquires beneficial ownership of more than 5% of a Registered Corporation’s voting securities to report the acquisition to the Nevada Commission. The Nevada Act requires that beneficial owners of more than 10% of a Registered Corporation’s voting securities apply to the Nevada Commission for a finding of suitability within thirty days after the Chairman of the Nevada Board mails the written notice requiring such filing. Under certain circumstances, an “institutional investor,” as defined in the Nevada Act, which acquires more than 10%, but not more than 15%, of a Registered Corporation’s voting securities may apply to the Nevada Commission for a waiver of such finding of suitability if such institutional investor holds the voting securities for investment purposes only. An institutional investor shall not be deemed to hold voting securities for investment purposes unless the voting securities were acquired and are held in the ordinary course of business as an institutional investor and not for the purpose of causing, directly or indirectly, the election of a majority of the members of the board of directors of the Registered Corporation, any change in the Registered Corporation’s corporate charter, restated bylaws, management, policies or operations of the Registered Corporation, or any of its gaming affiliates, or any other action which the Nevada Commission finds to be inconsistent with holding the Registered Corporation’s voting securities for investment purposes only. Activities which are not deemed to be inconsistent with holding voting securities for investment purposes only include: (i) voting on all matters voted on by stockholders; (ii) making financial and other inquiries of management of the type normally made by securities analysts for informational purposes and not to cause a change in its management, policies or operations; and (iii) such other activities as the Nevada Commission may determine to be consistent with such investment intent. If the beneficial holder of voting securities who must be found suitable is a corporation, partnership or trust, it must submit detailed business and financial information, including a list of beneficial owners. The applicant is required to pay all costs of investigation.

Any person who fails or refuses to apply for a finding of suitability or a license within thirty days after being ordered to do so by the Nevada Commission or the Chairman of the Nevada Board, may be found unsuitable. The same restrictions apply to a record owner if the record owner, after request, fails to identify the beneficial owner.

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Any stockholder found unsuitable and who holds, directly or indirectly, any beneficial ownership of the common stock beyond such period of time as may be prescribed by the Nevada Commission may be guilty of a criminal offense. We are subject to disciplinary action if, after we receive notice that a person is unsuitable to be a stockholder or to have any other relationship with us, Boomtown or the Gaming Subsidiary, we: (i) pay that person any dividend or interest upon voting securities of the company, (ii) allow that person to exercise, directly or indirectly, any voting right conferred through securities held by that person, (iii) pay remuneration in any form to that person for services rendered or otherwise, or (iv) fail to pursue all lawful efforts to require such unsuitable person to relinquish his voting securities including, if necessary, the immediate purchase of said voting securities for cash at fair market value.

The Nevada Commission may, in its discretion, require the holder of any debt or other security of a Registered Corporation to file applications, be investigated and be found suitable to own the debt or other security of a Registered Corporation if the Nevada Commission has reason to believe that his acquisition of such debt or other security would otherwise be inconsistent with the policy of the State of Nevada. If the Nevada Commission determines that a person is unsuitable to own such security, then pursuant to the Nevada Act, the Registered Corporation can be sanctioned, including the loss of its approvals, if without the prior approval of the Nevada Commission, it: (i) pays to the unsuitable person any dividend, interest, or any distribution whatsoever; (ii) recognizes any voting right by such unsuitable person in connection with such securities; (iii) pays the unsuitable person remuneration in any form; or (iv) makes any payment to the unsuitable person by way of principal, redemption, conversion, exchange, liquidation, or similar transaction.

We are required to maintain a current stock ledger in Nevada which may be examined by the Nevada Gaming Authorities at any time. If any securities are held in trust by an agent or by a nominee, the record holder may be required to disclose the identity of the beneficial owner to the Nevada Gaming Authorities. A failure to make such disclosure may be grounds for finding the record holder unsuitable. We are also required to render maximum assistance in determining the identity of the beneficial owner. The Nevada Commission has the power to require that the our stock certificates bear a legend indicating that the securities are subject to the Nevada Act. However, to date the Nevada Commission has not imposed such a requirement on us.

We are not permitted to make a public offering of our securities without the prior approval of the Nevada Commission if the securities or the proceeds therefrom are intended to be used to construct, acquire or finance gaming facilities in Nevada, or to retire or extend obligations incurred for such purposes. On March 22, 2001, the Nevada Commission granted the us prior approval to make public offerings for a period of two years, subject to certain conditions (the “Nevada Shelf Approval”). The Nevada Shelf Approval also applies to any affiliated company wholly owned by us (an “Affiliate”), which is a publicly traded corporation or would thereby become a publicly traded corporation pursuant to a public offering. The Nevada Shelf Approval also includes approval for Boomtown and the Gaming Subsidiary to guarantee any security issued by, and for the Gaming Subsidiary to hypothecate its assets to secure the payment or performance of any obligations evidenced by a security issued by us or an Affiliate in a public offering under the Nevada Shelf Approval. The Nevada Shelf Approval also includes approval to place restrictions upon the transfer of and enter into agreements not to encumber the equity securities of Boomtown and the Gaming Subsidiary. The Nevada Shelf Approval, however, may be rescinded for good cause without prior notice upon the issuance of an interlocutory stop order by the Chairman of the Nevada Board. The Nevada Shelf Approval does not constitute a finding, recommendation or approval of the Nevada Gaming Authorities as to the accuracy or the adequacy of the prospectus or the investment merits of the securities offered thereby. Any representation to the contrary is unlawful. The sale of securities pursuant to this prospectus will qualify as a public offering and will be made pursuant to the terms of the Nevada Shelf Approval as currently in effect or as may be renewed in the discretion of the Nevada Gaming Commission.

Changes in control of a Registered Corporation through merger, consolidation, stock or asset acquisitions, management or consulting agreements, or any act or conduct by a person whereby he obtains control, may not occur without the prior approval of the Nevada Commission. Entities seeking to acquire control of a Registered Corporation must satisfy the Nevada Board and Nevada Commission in a variety of stringent standards prior to

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assuming control of such Registered Corporation. The Nevada Commission may also require controlling stockholders, officers, directors and other persons having a material relationship or involvement with the entity proposing to acquire control to be investigated and licensed as part of the approval process relating to the transaction.

The Nevada legislature has declared that some corporate acquisitions opposed by management, repurchases of voting securities and corporate defense tactics affecting Nevada corporate gaming licensees, and Registered Corporations that are affiliated with those operations, may be injurious to stable and productive corporate gaming. The Nevada Commission has established a regulatory scheme to ameliorate the potentially adverse effects of these business practices upon Nevada’s gaming industry and to further Nevada’s policy to: (i) assure the financial stability of corporate gaming licensees and their affiliates; (ii) preserve the beneficial aspects of conducting business in the corporate form; and (iii) promote a neutral environment for the orderly governance of corporate affairs. Approvals are, in certain circumstances, required from the Nevada Commission before the Registered Corporation can make exceptional repurchases of voting securities above the current market price thereof and before a corporate acquisition opposed by management can be consummated. The Nevada Act also requires prior approval of a plan of recapitalization proposed by the Registered Corporation’s Board of Directors in response to a tender offer made directly to the Registered Corporation’s stockholders for the purposes of acquiring control of the Registered Corporation.

License fees and taxes, computed in various ways depending on the type of gaming or activity involved, are payable to the State of Nevada and to Washoe County, in which the Gaming Subsidiary’s operations are conducted. Depending upon the particular fee or tax involved, these fees and taxes are payable either monthly, quarterly or annually and are based upon either: (i) a percentage of the gross revenues received; (ii) the number of gaming devices operated; or (iii) the number of table games operated. A casino entertainment tax is also paid by casino operations where entertainment is furnished in a cabaret, nightclub, cocktail lounge or casino showroom in connection with the serving or selling of food or refreshments, or the selling of any merchandise.

Any person who is licensed, required to be licensed, registered, required to be registered, or is under common control with such persons (collectively, “Licensees”), and who proposes to become involved in a gaming venture outside of Nevada, is required to deposit with the Nevada Board, and thereafter maintain, a revolving fund in the amount of $10,000 to pay the expenses of investigation by the Nevada Board of such Licensee’s participation in such foreign gaming. The revolving fund is subject to increase or decrease in the discretion of the Nevada Commission. Thereafter, Licensees are required to comply with certain reporting requirements imposed by the Nevada Act. Licensees are also subject to disciplinary action by the Nevada Commission if they knowingly violate any laws of the foreign jurisdiction pertaining to the foreign gaming operation, fail to conduct the foreign gaming operation in accordance with the standards of honesty and integrity required of Nevada gaming operations, engage in activities or enter into associations that are harmful to the State of Nevada or its ability to collect gaming taxes and fees, or employ, contract with, or associate with a person in the foreign operation who has been denied a license or finding of suitability in Nevada on the ground of unsuitability.

California.    Operation of California card club casinos such as the Hollywood Park-Casino and the Crystal Park Casino is governed by the Gambling Control Act (the “GCA”) and is subject to the oversight of the California Attorney General and the California Gambling Control Commission. Under the GCA, a California card club casino may only offer certain forms of card games, including Poker, Pai Gow, and California Blackjack. A card club casino may not offer many of the card games and other games of chance permitted in Nevada and other jurisdictions where we conduct business. Although the California Attorney General takes the position that, under the GCA, only individuals, partnerships or privately-held companies (as opposed to publicly-traded companies such us) are eligible to operate card club casinos, the enactment of California Senate Bill 100 (“SB-100”) in 1995, and the subsequent enactment of Senate Bill-8 permit a publicly-owned racing association to own and operate a card club casino if it also owns and operates a race track on the same premises.

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In September 1995, the Attorney General granted us a provisional registration under SB-100 to operate the Hollywood Park-Casino, which provisional registration was renewed effective January 1, 1999. Pursuant to the GCA, on September 10, 1999, in connection with the sale of the Hollywood Park Race Track (see Note 11 to the Notes to Consolidated Financial Statements of our Annual Report on Form 10-K for the year ended December 31, 2001, which we incorporate be reference in this prospectus), we were no longer eligible to operate the Hollywood Park-Casino and therefore entered into a sublease arrangement of the Hollywood Park-Casino with the same third party operator which leases the Crystal Park Casino. In the event the GCA were to be amended to permit publicly-traded companies such as us to operate card clubs, we, and our officers, directors and certain stockholders, would likely have to file the necessary licensing applications with the Attorney General, if we wished to operate the Hollywood Park-Casino or the Crystal Park Casino.

Pursuant to the GCA, the operator of a card club casino, and its officers, directors and certain stockholders are required to be registered by the Attorney General and licensed by the municipality in which it is located. A permanent registration will not be granted until the California Department of Justice completes its review of our applications and the applications of our corporate officers and directors. The Attorney General has broad discretion to deny a gaming registration and may impose reasonably necessary conditions upon the granting of a gaming registration. Grounds for denial include felony convictions, criminal acts, convictions involving dishonesty, illegal gambling activities, and false statements on a gaming application. Such grounds also generally include having a financial interest in a business or organization that engages in gaming activities that are illegal under California law. In addition, the Attorney General possesses broad authority to suspend or revoke a gaming registration on any of the foregoing grounds, as well as for violation of any federal, state or local gambling law, failure to take reasonable steps to prevent dishonest acts or illegal activities on the premises of the card club casino, failure to cooperate with the Attorney General in its oversight of the card club casino and failure to comply with any condition of the registration. The City of Inglewood and the City of Compton have granted the operator of the Hollywood Park-Casino and the Crystal Park Casino all municipal gaming licenses necessary for operation of such facilities, and the operator has received provisional registrations for both locations from the California Department of Justice.

Argentina.    The Provincial Government of Neuquen, Argentina enacted a casino privatization program to issue twelve-year exclusive concession agreements to operate existing casinos. Our two casinos are the only casinos in the province of Neuquen, in west central Argentina, and are located in Neuquen City and San Martin de los Andes. The casinos had previously been operated by the provincial government. The Ministry of Finance of Argentina has adopted a modified regulatory system for casinos, based somewhat on the regulatory system utilized by the State of Nevada, and such regulatory system is being administered by the Provincial Government of Neuquen. We cannot predict what effect the enactment of other laws, regulations or pronouncements relating to casino operations may have on the operations of Casino Magic Argentina.

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SELLING STOCKHOLDER

The selling stockholder named below, R. D. Hubbard, or certain of his affiliates, may from time to time offer to sell pursuant to this prospectus and the applicable prospectus supplement up to an aggregate of the number of shares of our common stock indicated below. Mr. Hubbard is a former director and Chairman of the Board of the Company. Based on a Schedule 13D/A filed by Mr. Hubbard on May 16, 2002, the following table sets forth the number of shares of our common stock that Mr. Hubbard beneficially owns:

	Positions with Pinnacle Entertainment	Shares of Common Stock Beneficially Owned Prior to the Offering				Number of Shares of Common Stock Offered		Shares of Common Stock Beneficially Owned After the Offering
Name of Beneficial Owner		Number		Percent				Number		Percent
R.D. Hubbard	Former director and Chairman of the Board	2,322,699	(a)	8.9	%(b)	(c	)	(c	)	(c	)

(a) Includes 282,000 shares of our common stock which Mr. Hubbard has the right to acquire upon the exercise of options which are exercisable within 60 days of May 15, 2002. These shares also include 249,990 shares of our common stock owned by the R.D. and Joan Dale Hubbard Foundation, a non-profit organization; Mr. Hubbard may be deemed to have beneficial ownership of such shares.

(b) Assumes exercise of stock options beneficially owned by the selling stockholder into 282,000 shares of our common stock. Based on 25,910,812 shares outstanding as of June 30, 2002.

(c) To be provided in the applicable prospectus supplement.

The prospectus supplement for any offering of our common stock by the selling stockholder will include, among other things, the following information:

• the percentage of shares of our outstanding common stock held by the selling stockholder; and

• the number of shares of common stock offered by the selling stockholder.

PLAN OF DISTRIBUTION

We and the selling stockholder (with respect to common stock) may sell the securities offered by this prospectus to one or more underwriters or dealers for public offering, through agents, directly to purchasers or through a combination of any such methods of sale. The name of any such underwriter, dealer or agent involved in the offer and sale of the securities, the amounts underwritten and the nature of its obligation to take the securities will be stated in the applicable prospectus supplement. We and/or the selling stockholder have reserved the right to sell the securities directly to investors on our own and/or the selling stockholder’s behalf in those jurisdictions where we and/or the selling stockholder are authorized to do so. The sale of the securities may be effected in transactions (a) on any national or international securities exchange or quotation service on which the securities may be listed or quoted at the time of sale, (b) in the over-the-counter market, (c) in transactions otherwise than on such exchanges or in the over-the-counter market or (d) through the writing of options.

In addition, we may issue the securities as a dividend or distribution or in a subscription rights offering to our existing security holders. In some cases, we or dealers acting with us or on our behalf, and/or selling stockholder or dealers acting with them on their behalf, may also purchase securities and reoffer them to the public by one or more of the methods described above. This prospectus may be used in connection with any offering of our securities through any of these methods or other methods described in the applicable prospectus supplement.

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We, our agents and underwriters, and/or the selling stockholder and its agents and underwriters, may offer and sell the securities at a fixed price or prices that may be changed, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The securities may be offered on an exchange, which will be disclosed in the applicable prospectus supplement. We and/or the selling stockholder may, from time to time, authorize dealers, acting as our or their agents, to offer and sell the securities upon such terms and conditions as set forth in the applicable prospectus supplement.

If we and/or the selling stockholder use underwriters to sell securities, we and/or the selling stockholder will enter into an underwriting agreement with them at the time of the sale to them. In connection with the sale of the securities, underwriters may receive compensation from us and the selling stockholder in the form of underwriting discounts or commissions and may also receive commissions from purchasers of the securities for whom they may act as agent. Any underwriting compensation paid by us and/or the selling stockholder to underwriters or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers, will be set forth in the applicable prospectus supplement to the extent required by applicable law. Underwriters may sell the securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters or commissions (which may be changed from time to time) from the purchasers for whom they may act as agents.

Dealers, agents and selling stockholders participating in the distribution of the securities may be deemed to be underwriters, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Unless otherwise indicated in the applicable prospectus supplement, an agent will be acting on a best efforts basis, and a dealer will purchase debt securities as a principal, and may then resell the debt securities at varying prices to be determined by the dealer.

If so indicated in the prospectus supplement, we and/or the selling stockholder will authorize underwriters, dealers or agents to solicit offers by certain specified institutions to purchase offered securities from us and/or the selling stockholder at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to any conditions set forth in the applicable prospectus supplement, and the prospectus supplement will set forth the commission payable for solicitation of such contracts. The underwriters and other persons soliciting such contracts will have no responsibility for the validity or performance of any such contracts.

If we offer securities in a subscription rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.

Underwriters, dealers and agents may be entitled, under agreements entered into with our company and/or the selling stockholder to indemnification against and contribution towards certain civil liabilities, including any liabilities under the Securities Act of 1933, as amended.

To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize, maintain, or otherwise affect the price of the securities. These may include over-allotment, stabilization, syndicate, short covering transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions involve bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Syndicate short covering transactions involve purchases of securities in the open market after the distribution has been completed in order to cover syndicate short positions. Penalty bids permit the underwriters to reclaim selling concessions from dealers when the securities originally sold by the dealers are purchased in covering transactions to cover

47

syndicate short positions. These transactions may cause the price of the securities sold in an offering to be higher than it would otherwise be. These transactions, if commenced, may be discontinued by the underwriters at any time.

Any securities other than our common stock issued hereunder may be new issues of securities with no established trading market. Any underwriters or agents to or through whom such securities are sold for public offering and sale may make a market in such securities, but such underwriters or agents will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for any such securities. The amount of expenses expected to be incurred by us in connection with any issuance of securities will be set forth in the applicable prospectus supplement. Certain of the underwriters, dealers or agents and their associates may engage in transactions with, and perform services for, us and certain of our affiliates in the ordinary course of our business.

LEGAL MATTERS

Unless otherwise specified in a prospectus supplement, the validity of any securities issued hereunder will be passed upon for our company by Irell & Manella LLP, Los Angeles, California.

EXPERTS

The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for Pinnacle Entertainment, Inc. for the year ended December 31, 2001 have been so incorporated in reliance on the report of Arthur Andersen LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. Arthur Andersen LLP has not consented to the inclusion of their report in this prospectus, and we have dispensed with the requirement to file their consent in reliance upon Rule 437a of the Securities Act of 1933. Because Arthur Andersen LLP has not consented to the inclusion of their report in this prospectus, you will not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of a material fact contained in the financial statements audited by Arthur Andersen LLP or any omissions to state a material fact required to be stated therein.

On May 30, 2002, we filed a current report on Form 8-K which stated in substance as follows: On May 28, 2002, we dismissed Arthur Andersen LLP (“Andersen”) as our independent public accountants. Our Audit Committee of the Board of Directors participated in and approved the decision to dismiss Andersen. The reports of Andersen on our financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the two most recent fiscal years and through May 28, 2002, there have been no disagreements between us and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Andersen, would have caused Andersen to make reference to the subject matter thereof in its report on Pinnacle Entertainment’s financial statements for such periods. During the two most recent fiscal years and through May 28, 2002, there have been no reportable events (as defined in Item 304(a) (1) of Regulation S-K under the Securities Act of 1933, as amended). At our request, Andersen furnished a letter addressed to the SEC stating that it agrees with the above statements. A copy of such letter, dated May 29, 2002, is filed as Exhibit 16 to the current report on Form 8-K.

On June 19, 2002, we filed a current report on Form 8-K which stated in substance as follows: We engaged Deloitte & Touche LLP (“Deloitte & Touche”) as our new independent accountants on June 17, 2002. During the two most recent fiscal years and through June 17, 2002, neither we nor anyone acting on our behalf has consulted with Deloitte & Touche regarding the matters described in, and required to be disclosed pursuant to, Item 304(a)(2)(i) or Item 304(a)(2)(ii) of Regulation S-K under the Securities Act of 1933, as amended. The Audit Committee of our Board of Directors participated in and approved the engagement of Deloitte & Touche.

48

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

The following table sets forth all fees and expenses payable by the registrant in connection with the issuance and distribution of the securities being registered hereby (other than underwriting discounts and commissions). All such expenses, except the Securities and Exchange Commission, which we refer to as the SEC, registration fee, are estimated.

Securities and Exchange Commission registration fee	$	46,000
Legal fees and expenses		450,000
Trustee’s and Transfer Agent’s fees and expenses		25,000
Accounting fees and expenses		350,000
Printing and engraving expenses		100,000
Miscellaneous		29,000
Total	$	1,000,000

Item 15.    Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at its request in such capacity in another corporation or business association, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.

As permitted by Section 102(b)(7) of the DGCL, the Registrant’s Certificate of Incorporation, as amended, includes a provision that limits a director’s personal liability to the Registrant or its stockholders for monetary damages for breaches of his or her fiduciary duty as a director. Article XII of the Registrant’s Certificate of Incorporation, as amended, provides that no director of the Registrant shall be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.

As permitted by Section 145 of the DGCL, the Registrant’s Restated bylaws provide that, to the fullest extent permitted by the DGCL, directors, officers and certain other persons who are made, or are threatened to be made, parties to, or are involved in, any action, suit or proceeding will be indemnified by the Registrant with respect thereto.

The Registrant maintains insurance policies under which its directors and officers are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions,

II-1

suits or proceedings, and certain liabilities that might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers of the Registrant.

Item 16.    Exhibits and Financial Statements Schedules.

The exhibits to this registration statement are listed in the Exhibit Index to this registration statement, which Exhibit Index is hereby incorporated by reference.

Item 17.    Undertakings.

The undersigned registrant hereby undertakes:

(a)  (1)  To file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to the registration statement:

(i)  To include any prospectus required by Section 10(a)(3) to the Securities Act of 1933;

(ii)  To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that the undertakings set forth in clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement;

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(b)  That, for the purposes of determining any liability under the Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such

II-2

director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue; and

(d)  The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.

(e)  (1)  For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)  For the purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, California, on the 5th day of August, 2002.

PINNACLE ENTERTAINMENT, INC.,
By:	*
	Daniel R. Lee Chairman of the Board, and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to Registration Statement has been signed by the following persons on August 5, 2002 in the capacities indicated below.

Signature	Title
* Daniel R. Lee	Chairman of the Board, Chief Executive and Officer (Principal Executive Officer)
* Bruce C. Hinckley	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
* James L. Martineau	Director
* Gary G. Miller	Director
* Michael Ornest	Director
* Timothy J. Parrot	Director
* Lynn P. Reitnouer	Director
* Marlin Torguson	Director

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company
By:	its Managing Member
	PINNACLE ENTERTAINMENT, INC.,     a Delaware Corporation
By:	*
	Daniel R. Lee Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
PINNACLE ENTERTAINMENT, INC.	Managing Member of BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company	August 5, 2002
* Daniel R. Lee	Chairman of the Board and Chief Executive Officer of PINNACLE ENTERTAINMENT, INC.	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

BILOXI CASINO CORP., a Mississippi corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Chief Executive Officer and Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

BOOMTOWN, INC., a Delaware Corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Chief Financial Officer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

BOOMTOWN HOTEL & CASINO, INC., a Nevada corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

CASINO MAGIC CORP., a Minnesota corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

CASINO ONE CORPORATION, a Mississippi corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

CRYSTAL PARK HOTEL AND CASINO DEVELOPMENT COMPANY, LLC, a California limited liability company
By:	its Manager/Member
	HP/COMPTON, INC.,     a California corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
HP/COMPTON, INC.	Manager of CRYSTAL PARK HOTEL & CASINO DEVELOPMENT COMPANY, LLC	August 5, 2002
* Daniel R. Lee	Sole Director, President and Chief Executive Officer of HP/COMPTON, INC.	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

HP/COMPTON, INC., a California corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Chief Financial Officer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

LOUISIANA-I GAMING, A LOUISIANA PARTNERSHIP IN COMMENDAM
By:	its General Partner
	LOUISIANA GAMING ENTERPRISES, INC.,     a Louisiana corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
LOUISIANA GAMING ENTERPRISES, INC.	General Partner of LOUISIANA-I GAMING, a Louisiana Partnership in Commendam	August 5, 2002
* Daniel R. Lee	Sole Director, President and Chief Executive Officer of LOUISIANA GAMING ENTERPRISES, INC.	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

LOUISIANA GAMING ENTERPRISES, INC., a Louisiana corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

OGLE HAUS, LLC an Indiana limited liability company
By:	its Managing Member
	BELTERRA RESORT INDIANA, LLC,     a Nevada limited liability company
By:	its Managing Member
	PINNACLE ENTERTAINMENT, INC.,     a Delaware Corporation
By:	/s/    Daniel R. Lee
	Daniel R. Lee Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them, severally, as his attorney-in-fact and Agent, with full power of substitution and resubstitution, in his name and on his behalf, to sign in any and all capacities this registration statement and any and all amendments (including post-effective amendments) and exhibits to this registration statement, any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and any and all amendments (including post-effective amendments) and exhibits thereto, and any and all applications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
BELTERRA RESORT INDIANA, LLC	Managing Member of OGLE HAUS, LLC, an Indiana limited liability company	August 5, 2002
PINNACLE ENTERTAINMENT, INC.	Managing Member of BELTERRA RESORT INDIANA, LLC, a Nevada limited liability company	August 5, 2002
/s/     DANIEL R. LEE         Daniel R. Lee	Chairman of the Board and Chief Executive Officer of PINNACLE ENTERTAINMENT, INC.	August 5, 2002

S-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

PNK (BOSSIER CITY), INC., a Louisiana corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

PNK (LAKE CHARLES), LLC an Louisiana limited liability company
By:	PINNACLE ENTERTAINMENT, INC. a Delaware Corporation
By:	*
	Daniel R. Lee Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
PINNACLE ENTERTAINMENT, INC.	Managing Member of PNK (Lake Charles), LLC, a Louisiana limited liability company	August 5, 2002
* Daniel R. Lee	Chairman of the Board and Chief Executive Officer of PINNACLE ENTERTAINMENT, INC.	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

PNK DEVELOPMENT 1, INC., a Delaware corporation
By:	*
	Daniel R. Lee Sole Director and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

PNK DEVELOPMENT 2, INC., a Delaware corporation
By:	*
	Daniel R. Lee Sole Director and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

PNK DEVELOPMENT 3, INC., a Delaware corporation
By:	*
	Daniel R. Lee Sole Director, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this amendment to Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
* Daniel R. Lee	Sole Director, President and Chief Executive Officer (Principal Executive Officer)	August 5, 2002
* Bruce C. Hinckley	Treasurer (Principal Financial and Accounting Officer)	August 5, 2002

* By:	/s/    BRUCE C. HINCKLEY
	Bruce C. Hinckley As attorney-in-fact and agent of the undersigned

S-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glendale, State of California on the 5th day of August, 2002.

ST. LOUIS CASINO CORP. A Missouri Corporation
By:	/s/    Daniel R. Lee
	Daniel R. Lee Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Daniel R. Lee, Bruce C. Hinckley and Loren S. Ostrow and each of them, severally, as his attorney-in-fact and Agent, with full power of substitution and resubstitution, in his name and on his behalf, to sign in any and all capacities this registration statement and any and all amendments (including post-effective amendments) and exhibits to this registration statement, any subsequent registration statement for the same offering which may be filed under Rule 462(b) under the Securities Act of 1933, as amended, and any and all amendments (including post-effective amendments) and exhibits thereto, and any and all applications and other documents relating thereto, with the Securities and Exchange Commission, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above-described matters, as fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney or substitute.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capabilities and on the dates indicated.

Signature	Title	Date
/s/     DANIEL R. LEE         Daniel R. Lee	President, Chairman of the Board and Chief Executive Officer	August 5, 2002
/s/    Bruce C. Hinckley         Bruce C. Hinckley	Chief Financial Officer (Principal Financial and Accounting Officer)	August 5, 2002

S-18

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
1.1*	Form of Underwriting Agreement.
4.1	Certificate of Incorporation of Hollywood Park, Inc. is hereby incorporated by reference to Exhibit 3.1 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.2	Restated Bylaws of Hollywood Park, Inc. are hereby incorporated by reference to Exhibit 3.2 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.3	Certificate of Ownership and Merger, dated February 23, 2000, merging Pinnacle Entertainment, Inc. into Hollywood Park, Inc., is hereby incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K filed March 29, 2000.
4.4	Articles of Incorporation of HP/Compton, Inc., are hereby incorporated by reference to Exhibit 3.9 to the Company’s Amendment No. 1 to Form S-4 Registration dated October 30, 1997.
4.5	Restated Bylaws of HP/Compton, Inc. are hereby incorporated by reference to Exhibit 3.10 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.
4.6	Articles of Organization of Crystal Park Hotel and Casino Development Company, LLC, are hereby incorporated by reference to Exhibit 3.11 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.
4.7	Operating Agreement of Crystal Park Hotel and Casino Development Company, LLC, are hereby incorporated by reference to Exhibit 3.12 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.
4.8	Amended and Restated Certificate of Incorporation of Boomtown, Inc. is hereby incorporated by reference to Exhibit 3.17 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.
4.9	Restated Bylaws of Boomtown, Inc. are hereby incorporated by reference to Exhibit 3.18 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.
4.10	Certificate of Amended and Restated Articles of Incorporation of Boomtown Hotel & Casino, Inc., are hereby incorporated by reference to Exhibit 3.19 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.
4.11	Revised and Restated Restated Bylaws of Boomtown Hotel & Casino, Inc. are hereby incorporated by reference to Exhibit 3.20 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated October 30, 1997.
4.12	Articles of Incorporation of Louisiana Gaming Enterprises, Inc. are hereby incorporated by reference to Exhibit 3.25 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated October 30,1997.
4.13	Second Amended and Restated Partnership Agreement of Louisiana-I Gaming, a Louisiana Partnership in Commendam, is hereby incorporated by reference to Exhibit 3.26 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.14	Articles of Incorporation of Casino Magic Corp. are hereby incorporated by reference to Exhibit 3.29 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.15	Amended Restated Bylaws of Casino Magic Corp. are hereby incorporated by reference to Exhibit 3.30 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.

E-1

Exhibit Number	Description of Exhibit
4.16	Articles of Incorporation of Biloxi Casino Corp. are hereby incorporated by reference to Exhibit 3.33 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.17	Restated Bylaws of Biloxi Casino Corp. are hereby incorporated by reference to Exhibit 3.34 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.18	Articles of Incorporation of Casino One Corporation are hereby incorporated by reference to Exhibit 3.37 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.19	Restated Bylaws of Casino One Corporation are hereby incorporated by reference to Exhibit 3.38 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.20	Articles of Organization of Indiana Ventures, LLC (subsequently renamed Belterra Resort Indiana, LLC) are hereby incorporated by reference to Exhibit 3.45 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.21	Operating Agreement of Indiana Ventures, LLC (subsequently renamed Belterra Resort Indiana, LLC) is hereby incorporated by reference to Exhibit 3.46 to the Company’s Amendment No. 1 to Form S-4 Registration Statement dated March 26, 1999.
4.22	Articles of Incorporation of PNK (Bossier City), Inc. (formerly Casino Magic of Louisiana) are hereby incorporated by reference to Exhibit 3.44 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.
4.23	Restated Bylaws of PNK (Bossier City), Inc. (formerly Casino Magic of Louisiana) are hereby incorporated by reference to Exhibit 3.45 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2000.
4.24****	Articles of Organization of PNK (Lake Charles), LLC.
4.25****	Operating Agreement of PNK (Lake Charles), LLC.
4.26***	Certificate of Incorporation of PNK Development 1, Inc.
4.27***	Bylaws of PNK Development 1, Inc.
4.28***	Certificate of Incorporation of PNK Development 2, Inc.
4.29***	Bylaws of PNK Development 2, Inc.
4.30***	Certificate of Incorporation of PNK Development 3, Inc.
4.31***	Bylaws of PNK Development 3, Inc.
4.32***	Form of Indenture.
4.33*	Form of Common Stock Warrant Agreement.
4.34*	Form of Warrant Certificate for Common Stock.
4.35*	Form of Deposit Agreement.
4.36*	Resolutions Establishing Terms of Preferred Stock.
4.37****	Amended and Restated Articles of Organization of Ogle Haus, LLC.
4.38****	Operating Agreement of Ogle Haus, LLC (f/k/a OHIRC, LLC).
4.39****	Articles of Incorporation of St. Louis Casino Corp.
4.40****	By-Laws of St. Louis Casino Corp.
5.1****	Opinion of Irell & Manella LLP.
8.1*	Opinion of Company Counsel Regarding Tax Matters.
12.1***	Computation of Ratios.

E-2

Exhibit Number	Description of Exhibit
23.1****	Consent of Irell & Manella LLP (included as Exhibit 5.1).
24.1	Powers of Attorney (included in Signature pages of this Registration Statement).
25.1*	Form T-1 Statement of Eligibility of the Indenture Trustee.

* To be filed by post-effective amendment to the Registration Statement or incorporated by reference in the event of an offering of the specified securities.

** To be filed by amendment.

*** Previously filed.

**** Filed herewith.

E-3

EX-4.24

                                                                    Exhibit 4.24

  W. Fox McKeithen                      ARTICLES OF ORGANIZATION
  Secretary of State                          (R.S. 12:1301)

[Seal of the Secretary              Domestic Limited Liability Company
of State of Louisiana]                   Enclose $60.00 filing fee
                                        Make remittance payable to:
                                            Secretary of State
                                             Do not send cash


STATE OF CALIFORNIA                           COUNTY OF LOS ANGELES

Check one:  (X)  Business             (  )  Non Profit

1.   The name of this limited liability company is: HPK (Lake Charles), L.L.C.
                                                    ----------------------------

2.   This company is formed for the purpose of: (check one)

     (X) Engaging in any lawful activity for which limited liability companies
     may be formed.

    (  )________________________________________________________________________
                (use for limiting activity)

3.   The duration of this limited liability company is: (may be perpetual)
     Perpetual
     ---------------------------------------------------------------------------

4.   Other provisions: This company is subject to the provisions of the
                       ---------------------------------------------------------
     Louisiana Gaming Control Law, La. R.S. 27:1 et. seq., including, without
     ---------------------------------------------------------------------------
     limitation, the provisions of La. R.S. 27:68, as amended.
     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

     ---------------------------------------------------------------------------

                       Signatures:

                       HPK (Lake Charles), L.L.C.
                       ----------------------------------
                       By: Hollywood Park, Inc.
                       ----------------------------------
                           Sole Member/Manager
                       ----------------------------------
                           /s/ Loren S. Ostrow
                       ----------------------------------
                                     Secretary

Sworn to and subscribed before me at Glendale, California, this 9th day of
November, 1999.

[Stamp of Secretary of State]   /s/ Tina Nemerof                [Notary Seal]
                                -----------------
                                    Notary



                                 FIRST AMENDMENT
                                     to the
                            ARTICLES OF ORGANIZATION
                                       of
                           HPK (LAKE CHARLES), L.L.C.

     The undersigned sole Member/Manager of HPK (LAKE CHARLES), L.L.C., a
Louisiana limited liability company (the "Company"), does hereby certify that
the following resolution amending the Articles of Organization of the Company
was duly adopted by the sole Member/Manager of the Company on November 7, 2001.

          RESOLVED, that Article I shall be amended in its entirety to read as
follows:

                                   ARTICLE I.

          The name of the Company shall be: PNK (LAKE CHARLES), L.L.C.


     Except as amended herein, the Articles of Organization shall remain in full
force and effect.

     THUS DONE AND SIGNED this 7th day of November, 2001.


                                 HPK (LAKE CHARLES), L.L.C.
                                 (hereafter named PNK (LAKE CHARLES), L.L.C.)


                                 By: Pinnacle Entertainment, Inc.
                                     Sole Member/Manager


                                     By: /s/ Bruce C. Hinckley
                                         -------------------------------
                                         Bruce C. Hinckley, Treasurer

EX-4.25

                               OPERATING AGREEMENT

                                       OF

                           PNK (LAKE CHARLES), L.L.C.

         THIS OPERATING AGREEMENT is made and entered into as of this 31st day
of July 2002, by PINNACLE ENTERTAINMENT, INC. (the "Member").


                              W I T N E S S E T H:

         A limited liability company was formed pursuant to the Articles of
Organization of PNK (LAKE CHARLES), L.L.C., dated November 9, 1999, and as
modified November 7, 2001, prepared and filed in accordance with the laws of the
State of Louisiana and subject to the provisions of the Louisiana Limited
Liability Company Act, LSA R.S. ss.12:1301, et seq. (the "Act").

         Accordingly, in consideration of the mutual covenants contained in said
Articles and in this Agreement, the Members do hereby adopt the following
written Operating Agreement to govern the affairs of the Company in the conduct
of business:

                     ARTICLE I. NAME; ORGANIZATION; OFFICES;
                             TAX STATUS; DEFINITIONS

         1.1   Formation. The Company has been organized as a Louisiana Limited
Liability Company by the filing of Articles of Organization (the "Articles")
pursuant to the Act and the issuance of a certificate of organization for the
Company by the Secretary of State of Louisiana.

         1.2   Name. The name of the Company is PNK (LAKE CHARLES), L.L.C., and
all Company business must be conducted in that name or such other names that
comply with applicable law as the members may select from time to time.

         1.3   Registered Office; Registered Agent; Principal Office; Other
Offices. The registered office of the Company required by the Act to be
maintained in the State of Louisiana shall be 4132 Peters Road, Harvey,
Louisiana, or such other office (which need not be a place of business of the
Company) as the Member may designate from time to time in the manner provided by
law. The registered agent of the Company in the State of Louisiana shall be the
initial registered agent named in the initial report filed with the Articles or
such other person or persons as the Member may designate from time to time in
the manner provided by law. The principal office of the Company shall be 4132
Peters Road, Harvey, Louisiana, or such other place as the Member may designate
from time to time. The Company may have such other offices as the Member may
designate from time to time.






         1.4   Defined Terms. The terms used in this Agreement with their
initial letters capitalized, shall, unless the context otherwise requires or
unless otherwise expressly provided herein, have the meanings specified in this
section 1.4. When used in this Agreement, the following terms shall have the
meanings set forth below:

               "Act" shall mean the Louisiana Limited Liability Company Law
         and any successor statute, as the same may be amended from time to
         time.

               "Additional Member" shall mean any person or Entity admitted
         as a Member pursuant to Section 2.4 hereof.

               "Agreed Value" shall mean the fair market value of Contributed
         Property as agreed to by the contributing Member and the Company,
         using such reasonable method of valuation as they may adopt.

               "Agreement" shall mean this Operating Agreement, as originally
         executed and as amended from time to time.

               "Capital Contribution" shall mean the property contributed to
         the Company by the Member, as shown in Exhibit "A", as such Exhibit may
         be amended from time to time. Any reference in this Agreement to the
         Capital Contribution of a then Member shall include a Capital
         Contribution previously made by any prior Member that is attributable
         to the interest of such then Member acquired from such prior Member,
         reduced by any prior distribution to such prior Member as a return of
         Capital Contribution that is attributable to the interest of such then
         Member acquired from such prior Member.

               "Code" shall mean the Internal Revenue Code of 1986, as amended.

               "Company" shall refer to PNK (LAKE CHARLES), L.L.C.

               "Entity" shall mean any association, corporation, general
         partnership, limited partnership, limited liability company, joint
         stock association, joint venture, firm, trust, business trust,
         cooperative, and foreign associations of like structure.

               "Fiscal Year" shall mean the calendar year.

               "Interest" shall mean the entire ownership interest of a
         Member in the Company at any particular time, including all interests
         in profits, gains, losses, cash distributions and capital and the right
         of such Member to any and all benefits to which a Member may be
         entitled as provided in this Agreement and under the Act, together with
         the obligations of such Member to comply with all of the terms and
         provisions of this Agreement and the Act.

                                      -2-




               "Member" means any person executing this Agreement as of the
         date of this Agreement as a member, or hereafter admitted to the
         Company as a member as provided in this Agreement, and shall have the
         same meaning as the term "member" under the Act, but does not include
         any person who has ceased to be a member in the Company.

               "Percentage Interest" of a Member shall mean the ownership
         percentage of such Member set forth opposite the name of such Member
         under the column "Percentage Interest" in Exhibit "A" hereto, as such
         percentage may be adjusted from time to time pursuant to the terms
         hereof.

               "Principal Office" shall mean the office of the Company located
         at 4132 Peters Road, Harvey, Louisiana.

               "Regulations" means the income tax regulations promulgated
         under the Code, as such regulations may be amended from time to time
         (including corresponding provisions of succeeding regulations).

               "Substitute Member" shall mean any person or Entity who or
         which is admitted into membership upon the written consent of all
         Members pursuant to Section 5.4 hereof.

               "Transfer" shall have the meaning assigned to it in Section
         5.1 hereof.

                    ARTICLE II. MEMBERS; MEMBERSHIP INTERESTS

         2.1   Names, Addresses, Initial Capital Contributions and Percentage
Interest of Members. The Members, their respective addresses, their initial
Capital Contributions to the Company and their respective Percentage Interests
in the Company are set forth on Exhibit "A", attached hereto and made a part
hereof.

         2.2   Form of Contribution.

         (a)   Each Member's initial Capital Contribution shall be the property
as set forth on Exhibit "A" attached hereto, receipt of which is hereby
acknowledged by the Members. Subsequent contributions shall be in such amounts
and may be in any type of property as may be agreed upon by all of the Members
by amendment of this Agreement. No Member shall be required to make any Capital
Contributions to the Company other than the Capital Contributions required to be
made by such Member under this Section 2.2.

         (b)   No interest shall be paid on any Capital Contribution.

         (c)   No Member shall have the right to withdraw his Capital
Contribution or to demand and receive property of the Company or any
distribution in return for his Capital Contribution, nor shall such Member have
the right or obligation to contribute additional capital.


                                      -3-




         2.3   Member Loans or Services.  Loans or services by any Member to
the Company shall not be considered contributions to the capital of the Company.

         2.4   Admission of Additional Members. The Members may admit to the
Company additional Members who will participate in the profits, losses,
available cash flow, and ownership of the assets of the Company on such terms as
are determined by all of the Members; admission of any such Additional Members
shall require the written consent of all Members of the Company; and such
Additional Members shall be allocated gain, loss, income or expense by such
method as is provided in this Agreement and as may be permitted by the Code.

         2.5   Limitation of Liability. No Member shall be liable under a
judgment, decree, or order of the court, or in any other manner, for a debt,
obligation or liability of the Company. No Member shall be required to loan any
funds to the Company.

                 ARTICLE III. MANAGEMENT AND CONTROL OF BUSINESS

         As provided in the Articles and this Agreement, all management powers
over the business and affairs of the Company shall be exclusively vested in
PINNACLE ENTERTAINMENT, INC., who shall be the Manager of the Company. No
Member, by virtue of having the status of a Member, shall have any management
power over the business and affairs of the Company or actual or apparent
authority to enter into contracts on behalf of, or to otherwise bind, the
Company. Except as otherwise specifically provided in the Articles or this
Agreement, the business and affairs of the Company shall be managed under the
direction of the Manager, and the day-to-day activities of the Company shall be
conducted on the Company's behalf by the Manager, who shall be an agent of the
Company. In addition to the powers that now or hereafter can be granted to
managers under the Act and to all other powers granted under any other provision
of the Articles or this Agreement, the Manager shall have full power and
authority to do all things on such terms as he, in his sole discretion, may deem
necessary or appropriate to conduct, or cause to be conducted, the business and
affairs of the Company. The Manager of the Company shall be PINNACLE
ENTERTAINMENT, INC., who shall serve in such capacity until such time as it
resigns or is unable to serve, and it shall not be subject to removal by the
Members.

                    ARTICLE IV; ALLOCATIONS AND DISTRIBUTIONS

         4.1   Allocations. Except as otherwise provided in and subject to the
provisions of this Agreement, net losses incurred by the Company and net profits
from operation of the business of the Company (including gain or loss from the
sale, exchange or disposition of all or any portion of the assets of the
Company) shall be divided among and borne by the Members in accordance with each
member's Percentage Interest as set forth on Exhibit "A".


                                      -4-




         4.2   Distributions. Except as otherwise provided herein,
distributions shall be made at such time and in such amount as determined by the
sole discretion of the Manager and shall be made in accordance with each
Member's Percentage Interest.

                          ARTICLE V. CHANGES IN MEMBERS

         5.1   Consent of Other Members. Prior to any sale, exchange, mortgage,
pledge or other transfer, whether gratuitous or remunerative or onerous
("Transfer"), of all or any portion of any Interest of a Member, or assignee
thereof, the transferring Member shall obtain the consent of Members required by
Article VII.

         5.2   Death, Interdiction, Withdrawal, etc. of a Member. A Member does
not have the right or power to withdraw from the Company as a Member. If a
Member dissolves, terminates, becomes bankrupt, dies, or is adjudged to be
incompetent by a court of competent jurisdiction, the Member's membership
ceases. In any such case, and in any other case in which a Member's membership
ceases, the former Member or such Member's executor, administrator, guardian,
conservator, or other legal representative shall be treated as an assignee of
such Member's Interest and shall have no right to immediate valuation or payment
of the affected Interest.

         5.3   Security Interest. The granting of a security interest in or
against any or all of a Member's Interest shall not cause the Member to cease to
be a Member. However, the Interest of a Member or assignee cannot be transferred
to satisfy the creditor without complying with Section 5.1.

         5.4   Rights of Assignee. Any person acquiring an Interest in the
Company by a Transfer permitted under Sections 5.1, 5.3 or Article VII or any
person becoming an assignee under Section 5.2 shall not become a Substitute
Member unless and until he is admitted as a Member, but shall be treated only as
an assignee of an Interest. An assignee shall only be entitled to receive such
distribution or distributions to which the assignor was entitled to the extent
assigned and shall be allocated the share of Company capital, profits,
depreciation, deductions, losses and cash attributable to the Interest
transferred to him. An assignee of an Interest shall not become a Member or
participate in the management of the Company unless the other Members
unanimously consent in writing and the assignee executes an instrument
satisfactory to the Company accepting and adopting the terms and provisions of
this Agreement.

                             ARTICLE VI. DISSOLUTION

         6.1   Events Causing Dissolution.  The Company shall be dissolved and
its affairs shall be wound up upon the first to occur of the following:

         (a)   The unanimous consent of the Members.



                                      -5-




         (b)   The entry of a decree of judicial dissolution.

         6.2   Winding Up.  Upon dissolution, the Members shall wind up the
               Company's affairs. The liquidation shall take place without the
               appointment of a liquidator. The Company shall have the benefit
               of R.S. 12:1338 by complying therewith.

         6.3   Distribution of Assets.  Upon the winding up of the Company, the
assets of the Company shall be distributed to the Members.



                    ARTICLE VII. TRANSFER OF MEMBER INTERESTS

         7.1   Restrictions on Transfer. Without the prior written approval of
all Members and the proper amendment to this Agreement to reflect such approval
executed by all Members (a) no Member may retire or withdraw from the Company
and (b) no Member (or transferee thereof) may Transfer all or any portion of an
Interest, except pursuant to Section 7.2.

         7.2   Right of First Refusal.

         (a)   Prior to any Transfer of all or any portion of an Interest of a
Member (or transferee thereof), the Interest to be transferred (the "Offered
Interest") shall first be offered to the Company by delivering to the Company
and to each other Member ("Offeree Member") a written notice (the "Transfer
Notice") stating that the Member intends to transfer an Interest. The Transfer
Notice shall also include the name and address of the proposed transferee, a
description of the Interests to be Transferred, the price offered for the
Interests (the "Transfer Price"), a description of the form in which the
Transfer Price will be paid, the terms upon which such Transfer is to be made
and a copy of all contracts and other agreements relating to the proposed
Transfer. The Company shall have a period of thirty (30) days after receipt of
the Transfer Notice to accept such offer at the Transfer Price, or if such
Transfer is a gratuitous Transfer, at the value of such Interests determined
pursuant to Section 7.2(e) (the "Offered Price").

         (b)   In the event the Company fails to accept such offer in such
thirty (30) day period, each Offeree Member shall be offered in writing such
Interest in the proportion that such Offeree Member's then interest in the net
profits of the Company bears to the then interest in the net profits of the
Company of all Offeree Members (each Member's share of the Offered Interest
being referred to herein as his "Proportionate Share"), at a price which bears
the same ratio to the Offered Price as his Proportionate Share bears to all
Proportionate Shares. Such Offeree Member shall have a period of thirty (30)
days after receipt of said written offer to accept such offer to the extent of
each Offeree Member's Proportionate Share, or to reject such offer. In the event
any Offeree Member fails to accept the transferring Member's offer within such
thirty (30) day period, the portion of the Offered Interest then remaining
shall, within ten (10) days thereafter, be divided among and sold to the Offeree
Members who accepted such offer in amounts agreed among each such Offeree Member
or if


                                      -6-




no agreement is reached, in the proportion that each such Offeree Member's then
share of Company net profits bears to all such Offeree Members' then shares of
Company net profits, at a price which bears the same ratio to the Offered Price
as the interest sold to such Offeree Member bears to the Offered Interest.

         (c)   In the event the Company and Offeree Members have not purchased
the entire Offered Interest after said ten (10) day period, the offering Member
may, at any time during the ensuing fifteen (15) days, Transfer to the
transferee identified in the Transfer Notice on the same terms and conditions
and for the same price set forth in the Transfer Notice, any of such Offered
Interest that has not been so acquired; provided, however, that the transferee
of such Interests must execute a written acknowledgment that he or they agree to
be bound by the terms of this Agreement. Under no circumstances may any
unpurchased Interest be Transferred to any person or entity other than the
transferee or transferees named in the Transfer Notice, on any terms and
conditions other than those set forth in the Transfer Notice, for any price less
than that set forth in the Transferred Notice or after the expiration of such
fifteen (15) day period, unless and until such Interests have been reoffered to
the Company and Offeree Members in the manner provided in this Agreement.

         (d)   In the event either or both of the Company or one or more Members
accepts such offer, as to all or a portion of the Offered Interest, the Company
and/or the Offeree Members, as appropriate, shall deliver written notice of such
election, together with cash, in the amount of the Offered Price or appropriate
portion thereof as determined pursuant to this Article VII. The closing of the
purchase and sale of the interest to be transferred shall take place at the
principal office of the Company at such time and date as the Company and Offeree
Members shall designate, but in no event later than thirty (30) days after the
date of delivery of such written notice.

         (e)   The value of the interest to be transferred pursuant to a
gratuitous Transfer shall be determined as the greater of (i) the book value of
the Interest to be transferred or (ii) the value of the interest as determined
by an appraiser who is qualified to appraise property of the same nature held by
the Company in the locality in which such property is situated and is chosen by
the majority vote of the nontransferring Members.

                      ARTICLE VIII. ADMISSION INTO COMPANY

         In the event of a sale, assignment, donation, bequest or other transfer
of an interest in the Company to a party who is not a Member, said transferee
shall not be recognized as a substituted Member unless and until he is approved
by all of the remaining Members and an amendment to this Agreement is executed
by him and by all remaining Members. No party shall be admitted into the Company
as a Member unless and until he is approved by all of the other Members and an
amendment to this Agreement is executed by all other Members.



                                      -7-



                            ARTICLE IX. MISCELLANEOUS


         9.1   Governing Law.  This Agreement and the rights of the parties
hereunder will be governed by, interpreted, and enforced in accordance with the
laws of Louisiana applicable to agreements to be performed entirely in
Louisiana.

         9.2   Binding Effect.  Subject to the provisions of this Agreement
relating to transferability, this Agreement will be binding upon and inure to
the benefit of the Members, and their respective distributees, successors and
assigns.

         9.3   Terms. Common nouns and pronouns will be deemed to refer to the
masculine, feminine, neuter, singular and plural, as the identity of the person
or persons, firm or corporation may in the context require. Any reference to the
Code or other statutes or laws will include all amendments, modifications, or
replacements of the specific sections and provisions concerned.

         9.4   Headings.  All headings herein are inserted only for convenience
and ease of reference and are not to be considered in the construction or
interpretation of any provision of this Agreement.

         9.5   Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under the present or future laws effective
during the term of this Agreement, such provision will be fully severable; this
Agreement will be construed and enforced as if such illegal, invalid, or
unenforceable provision had never comprised a part of this Agreement; and the
remaining provisions of this Agreement will remain in full force and effect and
will not be affected by the illegal, invalid, or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of such illegal,
invalid, or unenforceable provision, there will be added automatically as a part
of this Agreement a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.

         9.6   Multiple Counterparts.  This Agreement may be executed in
several counterparts, each of which will be deemed an original but all of which
will constitute one and the same instrument.

         9.7   Additional Documents and Acts. Each member agrees to execute and
deliver such additional documents and instruments and to perform such additional
acts as may be necessary or appropriate to effectuate, carry out and perform all
of the terms, provisions, and conditions of this Agreement and the transactions
contemplated hereby.

         9.8   No Third Party Beneficiary. This Agreement is made solely and
specifically among and for the benefit of the parties hereto, and their
respective successors and assigns subject to the express provisions hereof
relating to successors and assigns, and no other person will have any rights,
interest, or claims hereunder or be entitled to any benefits under or on account
of this Agreement as a third party beneficiary or otherwise.

         9.9   References to this Agreement. Numbered or lettered articles,
sections and subsections herein contained refer to articles, sections and
subsections of this Agreement unless otherwise expressly stated.


                                      -8-




         9.10  Notices. Any notice to be given or to be served upon the Company
or any party hereto in connection with this Agreement must be in writing and
will be deemed to have been given and received when delivered to the address
specified by the party to receive the notice. Such notices will be given to a
Member at the address specified in Exhibit "A" hereto. Any Member of the Company
may, at any time by giving five (5) days' prior written notice to the other
Members and the Company, designate any other address in substitution of the
foregoing address to which such notice will be given.

         9.11  Amendments.  All amendments to this Agreement must be in writing
and signed by all the Members.

         9.12  Title to Company Property.  Legal title to all property of the
Company will be held and conveyed in the name of the Company.


         IN WITNESS WHEREOF, this agreement is executed as of the day and year
set forth above.

                                             PINNACLE ENTERTAINMENT, INC.



                                             By:  /s/ Loren S. Ostrow
                                                  ------------------------------
                                                  Loren S. Ostrow, Secretary





                                      -9-




                                   EXHIBIT "A"

               Names, Addresses, Initial Capital Contributions and
                         Percentage Interest of Members






                                Initial Capital                    Percentage
Name and Address                  Contribution                Ownership Interest
- ---------------------------------------------------------------------------------
                                                         

Pinnacle Entertainment, Inc.         $100.00                         100%
330 N. Brand Ave., Ste. 1100
Glendale, California  91203

EX-4.37

                                                                    EXHIBIT 4.37

                              AMENDED AND RESTATED
[SEAL]                      ARTICLES OF ORGANIZATION                      [SEAL]
                                       OF
                                 OGLE HAUS, LLC

     These Articles of Organization of OGLE HAUS, LLC (the "Company"), dated
October 18, 1999, are being duly executed and filed by the undersigned person
pursuant to the Indiana Business Flexibility Act, Indiana Code Section 23-18-1
et seq. (the "Act"):

                                    ARTICLE I
                                      NAME

     The name of the Company is hereby changed to "OGLE HAUS, LLC." The former
name of the Company was OHIRC, LLC.

                                   ARTICLE II
                           REGISTERED OFFICE AND AGENT

     The street address of the Company's registered office in the State of
Indiana at the time of filing these Articles of Organization is One Indiana
Square, Suite 1800, Indianapolis, Indiana 46204, and the name of its registered
agent at such office is John W. Boyd, Esq.

                                   ARTICLE III
                                TERM OF EXISTENCE

     The term of existence of the Company is perpetual, unless earlier dissolved
in accordance with the Act or the Company's Operating Agreement as in effect
from time to time hereafter.

                                   ARTICLE IV
                                   MANAGEMENT

     The Company is to be managed by its Members, in accordance with and with
such powers, duties and liabilities as provided in the Company's Operating
Agreement as in effect from time to time hereafter.




     IN WITNESS WHEREOF, the undersigned person has executed these Amended and
Restated Articles of Organization as of the date first above written.

                            "Company"


                            /s/ R.D. Hubbard,
                            ----------------------------------------------------
                            R.D. Hubbard,
                            C.E.O. of Boomtown Hoosier, Inc.,
                            a Nevada Corporation,
                            in its capacity as the Managing Member of
                            Indiana Ventures, LLC,
                            a Nevada limited liability company and
                            the sole Member of Ogle Haus, LLC (f/k/a OHIRC, LLC)


This instrument prepared by John W. Boyd, Attorney-at-Law, JOHNSON, SMITH, PENCE
& HEATH, LLP, One Indiana Square, Suite 1800, Indianapolis, Indiana 46204.

EX-4.38

                                                                    EXHIBIT 4.38

                               OPERATING AGREEMENT

                                       OF

                                 OGLE HAUS, LLC

                               (f/k/a OHIRC, LLC)


                          DATED AS OF OCTOBER 22, 1999



                               OPERATING AGREEMENT
                                       OF
                                   OHIRC, LLC

This Operating Agreement (this "Agreement") is executed this 22nd day of
October, 1999, by Indiana Ventures, LLC, an Indiana limited liability company
("Initial Member").

                              EXPLANATORY STATEMENT

     The Initial Member agreed to organize and operate a limited liability
company in accordance with the terms of, and subject to the conditions set
forth in, this Agreement, and the Indiana Business Flexibility Act, I.C. Section
23-18-1 et seq. ("Act").

     NOW, THEREFORE, for good and valuable consideration, the Initial Member,
intending legally to be bound, agrees as follows:

                                    SECTION I
                                  DEFINED TERMS

     The following capitalized terms shall have the meanings specified in this
Section I. Other terms are defined in the text of this Agreement; and,
throughout this Agreement, those terms shall have the meanings respectively
ascribed to them.

     "Agreement" means this Agreement, as amended from time to time.

     "Code" means the Internal Revenue Code of 1986, as amended, or any
corresponding provision of any succeeding law.

     "Company" means the limited liability company organized in accordance with
this Agreement.

     "Interest" means a Person's share of the Profits and Losses of, and the
right to receive distributions from, the Company.

     "Interest Holder" means any Person who hold an Interest, whether as a
Member or as an unadmitted assignee of a Member.

     "Involuntary Withdrawal" means, with respect to a Member, the occurrence of
any of the following events:

            (i)    A Member makes an assignment for the benefit of creditors;

            (ii)   A Member files a voluntary petition of bankruptcy;



            (iii)  A Member is adjudged bankrupt or insolvent or there is
     entered against a Member an order for relief in any bankruptcy or
     insolvency proceeding;

            (iv)   A Member files a petition or answer seeking for the Member
     any reorganization, arrangement, composition, readjustment, liquidation,
     dissolution, or similar relief under any statute, law, or regulation;

            (v)    A Member seeks, consents to, or acquiesces in the appointment
     of a trustee for, receiver for, or liquidation of the Member or of all or
     any substantial part of the Member's properties;

            (vi)   A Member files an answer or other pleading admitting or
     failing to contest the material allegations of a petition filed against the
     Member in any proceeding described in Subsections (i) through (v);

            (vii)  Any proceeding against the Member seeking reorganization,
     arrangement, composition, readjustment, liquidation, dissolution, or
     similar relief under any statute, law, or regulation, continues for one
     hundred twenty (120) days after the commencement thereof, or the
     appointment of a trustee, receiver, or liquidator for the Member or all or
     any substantial part of the Member's properties without the Member's
     agreement or acquiescence, which appointment is not vacated or stayed for
     one hundred twenty (120) days or, if the appointment is stayed, for one
     hundred twenty (120) days after the expiration of the stay during which
     period the appointment is not vacated; or

            (viii) A Member's death or adjudication by a court of competent
     jurisdiction as incompetent to manage the Member's person or property.

     "Member" means the Initial Member and any Person who subsequently is
admitted as a member of the Company.

     "Membership Rights" means all of the rights of a Member in the Company,
including a Member's: (i) interest; (ii) right to inspect the Company's books
and records; (iii) right to participate in the management of and vote on matters
coming before the Company; and (iv) unless this Agreement or the Articles of
Organization provide to the contrary, right to act as an agent of the Company.

     "OSSI" means the Office of the Secretary of State of Indiana.

     "Person" means and includes an individual, corporation, partnership,
association, limited liability company, trust, estate, or other entity.

     "Positive Capital Account" means a Capital Account with a balance greater
than zero.

                                        2



     "Profit" and "Loss" means, for each taxable year of the Company (or other
period for which Profit or Loss must be computed) the Company's taxable income
or loss determined in accordance with the Code.

     "Regulation" means the income tax regulations, including any temporary
regulations, from time to time promulgated under the Code.

     "Successor" means all Persons to whom all or any part of an interest is
transferred either because of (i) the sale or gift by a Member of all or any
part of his interest, (ii) an assignment of a Member's interest due to the
Member's Involuntary Withdrawal, or (iii) because a Member dies and the Persons
are the Member's personal representatives, heirs, or legatees.

     "Transfer" means, when used as a noun, any voluntary sale, hypothecation,
pledge, assignment, attachment, or other transfer, and, when used as a verb,
means voluntarily to sell, hypothecate, pledge, assign, or otherwise transfer.

     "Withdrawal" means a Member's dissociation from the Company by any means.

                                   SECTION II
                    FORMATION AND NAME; OFFICE; PURPOSE; TERM

     2.1.   Organization. The Member hereby organizes a limited liability
company pursuant to the Act and the provisions of this Agreement and, for that
purpose, has caused Articles of Organization to be prepared, executed and filed
with OSSI on October 18, 1999.

     2.2.   Name of the Company. The name of the Company shall be "OHIRC, LLC."
The Company may do business under that name and under any other name or names
which the Member may, in his sole discretion, determine. If the Company does
business under a name other than that set forth in its Articles of Organization,
then the Company shall file a trade name certificate as required by law.
Effective as of October 26, 1999, the Company will change its name to "Ogle
Haus, LLC" upon closing of a transaction pursuant to which the Company will
acquire the assets of The Ogle Haus Inn and Resort in Vevay, Indiana.

     2.3.   Purpose. The Company is organized to engage in any lawful business
permitted under the Act and shall have the power and authority to do all things
necessary, customary, incidental or convenient to carry out such lawful
business.

     2.4.   Term. The term of the Company began upon the acceptance of the
Articles of Organization by OSSI and shall continue in existence perpetually,
unless its existence is sooner terminated pursuant to Section VII of this
Agreement.

                                        3



     2.5.   Principal Office. The Principal office of the Company in the State
of Indiana shall be located at 1013 West Main Street, Vevay, Indiana 47043, or
at any other place within the State of Indiana which the Member, in his sole
discretion, determines.

     2.6.   Resident Agent. The name and address of the Company's resident agent
in the State of Indiana shall be that Person and location reflected in the
Company's Articles of Organization as filed with the OSSI. The Member may, from
time to time, change the resident agent or office by designating a replacement
and filing a statement of change with the OSSI.

     2.7.   Members. The name, present mailing address, taxpayer identification
number and Percentage of each Member are set forth on Exhibit A.

                                   SECTION III
                       MEMBERS; CAPITAL; CAPITAL ACCOUNTS

     3.1.   Initial Capital Contributions. Upon the execution of this Agreement,
the Member shall contribute to the Company the cash and property set forth on
Exhibit B.

     3.2.   No Other Capital Contributions Required. No Member shall be required
to contribute any additional capital to the Company, and except as set forth in
the Act, no Member shall have any personal liability for any obligations of the
Company.

     3.3.   Loans. Any Member may, at any time, make or cause a loan to be made
to the Company in any amount and on those terms upon which the Company and the
Member agree.

                                   SECTION IV
                         PROFIT, LOSS, AND DISTRIBUTIONS

     4.1.   Distributions of Cash Flow. Cash Flow for each taxable year of the
Company shall be distributed to the Member no later than seventy-five (75) days
after the end of the taxable year.

     4.2.   Allocation of Profit or Loss. All Profit or Loss shall be allocated
to the Member.

     4.3.   Liquidation and Dissolution. If the Company is liquidated, the
assets of the Company shall be distributed to the Member or to a Successor or
Successors.

                                   SECTION V.
                      MANAGEMENT: RIGHTS, POWERS, AND DUTIES

     5.1.   Management. The Company shall be managed solely by the Member. For
so long as the Member is the sole member of the Company, the Manager of the
Member shall be authorized

                                        4



to and recognized as acting on behalf of the Company in executing instruments
for the Company by its Member.

     5.2.   Personal Services. The Member shall not be required to perform
services for the Company solely by virtue of being a Member.

     5.3.   LIABILITY AND INDEMNIFICATION

            5.3.1. The Member shall not be liable, responsible, or accountable,
     in damages or otherwise, to the Company for any act performed by him with
     respect to Company matters, except for fraud.

            5.3.2. The Company shall indemnify the Member or any of its agents
     or managers with respect to Company matters, except for fraud.

                                   SECTION VI
                TRANSFER OF INTERESTS AND WITHDRAWALS OF MEMBERS

     6.1.   Transfers. The Member may Transfer all, or any portion of, or his
interest or rights in, his Membership Rights to one or more Successors.

     6.2.   Transfer to a Successor. In the event of any Transfer of all or any
part of the Member's Interest to a Successor, the Successor shall thereupon
become a Member and the Company shall be continued.

                                   SECTION VII
            DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE COMPANY

     7.1.   Events of Dissolution. The Company shall be dissolved if the Member
determines to dissolve the Company. The Company shall not dissolve merely
because of the Member's Involuntary Withdrawal.

     7.2.   Procedure for Winding Up and Dissolution. If the Company is
dissolved, the affairs of the Company shall be wound up. On winding up of the
Company, the assets of the Company shall be distributed, first, to creditors of
the Company in satisfaction of the liabilities of the Company, and then to the
Persons who are the Members of the Company in proportion to their interests.

     7.3.   Filing of Articles of Cancellation. If the Company is dissolved,
Articles of Cancellation shall be promptly filed with the OSSI. If there are no
remaining Members, the Articles shall be filed by the last Person to be a
Member; if there are no remaining members, or a Person who last was a Member,
the Articles shall be filed by the legal or personal representatives of the
Person who last was a Member.

                                        5



                                  SECTION VIII
                  BOOKS, RECORDS, ACCOUNTING, AND TAX ELECTIONS

     8.1.   Bank Accounts. All funds of the Company shall be deposited in a bank
account or accounts opened in the Company's name. The Member shall determine the
institution or institutions at which the accounts will be opened and maintained,
the types of accounts, and the Persons who will have authority with respect to
the accounts and the funds therein.

     8.2.   Books and Records. The Member shall keep or cause to be kept
complete and accurate books and records of the Company and supporting
documentation of the transactions with respect to the conduct of the Company's
business. The books and records shall be maintained in accordance with sound
accounting principles and practices.

     8.3.   Annual Accounting Period. The annual accounting period of the
Company shall be its taxable year. The Company's taxable year shall be selected
by the Member, subject to the requirements and limitations of the code.

                                   SECTION IX
                               GENERAL PROVISIONS

     9.1.   Assurances. Each Member shall execute all such certificates and
other documents and shall do all such filing, recording, publishing, and other
acts as the Members deem appropriate to comply with the requirements of law for
the formation and operation of the Company and to comply with any laws, rules,
and regulations relating to the acquisition, operation, or holding of the
property of the Company.

     9.2.   Notifications. Any notice, demand, consent, election, offer,
approval, request, or other communication (collectively, a "notice") required or
permitted under this Agreement must be in writing and either delivered
personally or sent by certified or registered mail, postage prepaid, return
receipt requested. A notice must be addressed to an Interest Holder at the
Interest Holder's last known address on the records of the Company. A notice to
the Company must be addressed to the Company's principal office. A notice
delivered personally will be deemed given only when acknowledged in writing by
the person to whom it is delivered. A notice that is sent by mail will be deemed
give three (3) business days after it is mailed. Any party may designate, by
notice to all of the others, substitute addresses or addressees for notices;
and, thereafter, notices are to be directed to those substitute addresses or
addressees.

     9.3.   Complete Agreement. This Agreement constitutes the complete and
exclusive statement of the agreement among the Members. It supersedes all prior
written and oral statements, including any prior representation, statement,
condition, or warranty. Except as expressly provided otherwise herein, this
Agreement may not be amended without the written consent of all of the Members.

                                        6



     9.4.   Applicable Law. All questions concerning the construction, validity
and interpretation of this Agreement and the performance of the obligations
imposed by this Agreement shall be governed by the internal law, not the law of
conflicts, of the State of Indiana.

     9.5.   Section Titles. The headings herein are inserted as a matter
of convenience only, and do not define, limit, or describe the scope of this
Agreement or the intent of the provisions hereof.

     9.6.   Binding Provisions. This Agreement is binding upon, and inures to
the benefit of, the parties hereto and their respective heirs, executors,
administrators, personal and legal representatives, Successors, and permitted
assigns.

     9.7.   Jurisdiction and Venue. Any suit involving any dispute or matter
arising under this Agreement may only be brought in the United States District
Court for the Southern District of Indiana or any Indiana State Court having
jurisdiction over the subject matter of the dispute or matter. All Members
hereby consent to the exercise of personal jurisdiction by any such court with
respect to any such proceeding.

     9.8.   Terms. Common nouns and pronouns shall be deemed to refer to the
masculine, feminine, neuter, singular and plural, as the identity of the Person
may in the context require.

     9.9.   Separability of Provisions. Each provision of this Agreement shall
be considered separable; and if, for any reason, any provision or provisions
herein are determined to be invalid and contrary to any existing or future law,
such invalidity shall not impair the operation of or affect those portions of
this Agreement which are valid.

     9.10.  Counterparts. This Agreement may be executed simultaneously in two
or more counterparts each of which shall be deemed an original, and all of
which, when taken together, constitute one and the same document. The signature
of any party to any counterpart shall be deemed a signature to, and may be
appended to, any other counterpart.

     IN WITNESS WHEREOF, the parties have executed, or caused this Agreement to
be executed, under seal, as of the date set forth hereinabove.

WITNESS OR ATTEST:                             MEMBER:

[ILLEGIBLE]                                    INDIANA VENTURES, LLC, an
[ILLEGIBLE]                                    Indiana limited liability company

                                               By: /s/ Loren S. Ostrow
                                                  ------------------------------
                                                  Loren S. Ostrow, its Manager

                                        7



STATE OF Indiana        )
                        )SS:
COUNTY OF Jefferson     )

     Before me, a Notary Public in and for said County and State, personally
appeared Loren S. Ostrow, the Manager of Indiana Ventures, LLC, an Indiana
limited liability company, and acknowledged the execution of the foregoing
Operating Agreement as a voluntary act and deed.

     Witness my hand and Notarial Seal, this 26 day of October, 1999.

                                               /s/ Beverly J. Ford
                                               --------------------------
                                               Notary Public - Signature

                                               /s/ Beverly J. Ford
                                               --------------------------
                                               Notary Public - Printed

My Commission Expires:                         My County of Residence:

    6-27-2000                                  /s/ Jefferson
- ----------------------                         --------------------------

                                        8



                                    EXHIBIT A

Name, Address and
Taxpayer I.D. Number
of Initial Member                              Percentage
- --------------------                           ----------

Indiana Ventures, LLC                             100%
330 North Brand Boulevard
Suite 1100
Glendale, California, 91203
Taxpayer I.D. Number: 93-1199012

                                        9



                                    EXHIBIT B

                                               Initial Capital
Initial Member                                  Contribution
- --------------                                 ---------------

Indiana Ventures, LLC                          $        100.00

TOTALS:                                        $        100.00
                                               ===============
                                       10

EX-4.39

                                                                    EXHIBIT 4.39

                                                                          [SEAL]

                            ARTICLES OF INCORPORATION

                                       OF

                             ST. LOUIS CASINO CORP.

     The undersigned, being of full age, for the purpose of organizing a
corporation under Missouri Revised Statutes, Chapter 351, and acts amendatory
thereto, does hereby adopt, sign and acknowledge the following Articles of
Incorporation.

                                    ARTICLE I

                                      Name

     The name of the corporation shall be "St. Louis Casino Corp."

                                   ARTICLE II

                           Registered Office and Agent

     The address of the corporation's registered office in the State of Missouri
is 906 Olive Street, St. Louis, Missouri 63101, and the name of the registered
agent at such address is CT Corporation System.

                                   ARTICLE III

                                Authorized Shares

     The corporation shall have the authority to issue an aggregate of 30,000
shares, all of which shall be common voting shares having a par value of $0.01
per share.

                                   ARTICLE IV

                                  Incorporator

     The name and place of residence of the sole incorporator of the corporation
is Jean M. Davis, 1363 Osceola Avenue, St. Paul, Minnesota 55105.




                                    ARTICLE V

                                Cumulative Voting

     No Shareholder of the corporation shall have any right to cumulate votes
with respect to shares of the corporation in the election of members of the
Board of Directors of the corporation, or when voting on any other matter.

                                   ARTICLE VI

                                Preemptive Rights

     No shareholder of the corporation, solely by reason of such status as a
shareholder, shall have any right to acquire any portion of the unissued shares
or other securities of the corporation, or any rights to purchase such shares or
other securities, which the corporation may from time to time offer or sell to
any person.

                                   ARTICLE VII

                               Board of Directors

     The number of members of the initial Board of Directors of the corporation
shall be four, and thereafter the number of members of the Board of Directors
shall be fixed in the manner provided in the By-Laws of the corporation. The
corporation shall report to the Missouri Secretary of State any change in the
number of members of the Board of Directors of the corporation within thirty
calendar days of such change or otherwise as required by law. The names and
addresses of the persons who shall constitute the members of the initial Board
of Directors of the corporation, to serve until the first annual meeting of the
shareholders of the corporation or until their successors are elected and
qualified, are as follows:

                                        2




     Marlin F. Torguson                         Allen J. Kokesch
     711 Casino Magic Drive                     711 Casino Magic Drive
     Bay Saint Louis, MS 39520                  Bay Saint Louis, MS 39520

     Roger H. Frommelt                          Wayne K. Lund
     580 International Centre                   1621 Sheridan Lake Road
     900 Second Avenue South                    Rapid City, SD 57702-3423
     Minneapolis, MN 55402

                                  ARTICLE VIII

                                    Duration

     The duration of the corporation shall be perpetual.

                                   ARTICLE IX

                                     Purpose

     The corporation is formed for the purpose of engaging in any or all lawful
businesses for which a corporation may be incorporated under Missouri Revised
Statutes, Chapter 351. The corporation initially intends to engage in the
development and operation of gaming establishments.

     IN WITNESS WHEREOF, I have hereunto set my hand this 26th day of January,
1993.
                                                /s/ Jean M. Davis
                                                ------------------------------
                                                Jean M. Davis, Incorporator

STATE OF MINNESOTA)
                  ) ss.
COUNTY OF HENNEPIN)

     I, Mary K. Petersen, a Notary Public, do hereby certify that on this 26th
day of January, 1993, personally appeared before me, Jean M. Davis, who being
first duly sworn, declared that she is the person who signed the foregoing
document as Incorporator, and that the statements therein contained are true.

                                                /s/ Mary K. Petersen
(NOTARIAL SEAL)                                 ------------------------------
                                                Notary Public

[SEAL]                                                                    [SEAL]

                                        3

EX-4.40

                                                                    EXHIBIT 4.40

                                     BY-LAWS

                                       OF

                             ST. LOUIS CASINO CORP.

                            (a Missouri corporation)

                                    ARTICLE I

                                   DEFINITIONS

BY-LAW 1.01. The following words or phrases when used in these By-Laws, shall
have the meanings set forth below:

          a.  "Articles of Incorporation" shall mean the Articles of
     Incorporation of the Corporation.

          b.  "Board of Directors" shall mean the Board of Directors of the
     Corporation.

          c.  "Corporation" shall mean St. Louis Casino Corp.

          d.  "Director" shall mean a member of the Board of Directors.

          e.  "Shares" shall mean the authorized shares of the Corporation as
     identified in the Corporation's Articles of Incorporation.

          f.  "Shareholder" or "Shareholders" shall mean a shareholder or the
     shareholders of record of the Corporation.

          g.  "Statute" shall mean the applicable statute or statutes of The
     General and Business Corporation Law of Missouri, being Chapter 351 of the
     Missouri Revised Statutes.

          h.  "Voting Shares" shall mean the shares which entitle the record
     owner to vote on matters relating to the affairs of the Corporation under
     the Articles of Incorporation or by statute.



                                   ARTICLE II

                           OFFICES, BOOKS AND RECORDS

BY-LAW 2.01 Registered and Other offices. The registered office of the
Corporation in Missouri shall be that most recently adopted either in the
Articles of Incorporation or any amendment thereto, or by the Board of Directors
in a statement filed with the Secretary of State of Missouri establishing the
registered office in the manner prescribed by law. The Corporation may have such
other offices, within or without the State of Missouri, as the Board of
Directors shall, from time to time, determine.

BY-LAW 2.02 Maintenance of Records. The original books and records of the
Corporation, or copies thereof, shall be maintained at the principal executive
office of the Corporation. Books and records of the Corporation containing
information regarding the shares and shareholders of the Corporation will be
maintained at either the Corporation's registered office or principal place of
business in the State of Missouri as required by statute. Certain records,
statements and agreements, or copies thereof, shall be available for examination
by the shareholders on such terms and conditions as the Board of Directors may
from time to time impose, consistent with statute.

                                   ARTICLE III

                              SHAREHOLDERS' MEETING

BY-LAW 3.01 Place. Meetings of the shareholders shall be held in the county
where the principal executive office of the Corporation is located; provided
that any meeting not called by or at the demand of a shareholder or shareholders
pursuant to statute, may be

                                        2



held at such other place as the chief executive officer or the Board of
Directors may designate.

BY-LAW 3.02 Annual Meeting. An annual meeting of the shareholders shall be held
during the third month following the end of the Corporation's fiscal year for
federal income tax purposes, on such date, and at such time and place, as may be
specified by the chief executive officer, unless some other date, time or place
is specified by the Board of Directors.

BY-LAW 3.03 Special Meeting. A special meeting of the shareholders may be called
for any purpose by the chief executive officer, the chief financial officer or
the Board of Directors of the Corporation. Business transacted at any special
meeting of the shareholders shall be confined to the purposes stated in the
notice of such meeting.

BY-LAW 3.04 Notice. Written or printed notice of the place, date and time of any
meeting of the shareholders shall be given to each shareholder entitled to vote
thereat by mailing said notice postage prepaid, to the shareholder's address of
record. Notice of a meeting of the shareholders shall be given at least ten days
before the meeting. No notice of any meeting of the shareholders may be mailed
more than fifty days before such meeting. The notice of any special meeting
shall set forth the purposes of the meeting and, in a general nature, the
business to be transacted. In determining the number of days of notice required
under this By-Law, the date upon which any notice is deposited in the U.S. Mail
shall be included as one day and the date of the meeting which is the subject of
the notice shall not be included.

                                        3



BY-LAW 3.05 Waiver of Notice; Consent Meetings. Notice of the time, place and
purpose of any meeting of the shareholders may be waived by any shareholder
before, at, or after any such meeting. Any action which may be taken at a
meeting of the shareholders may be taken without a meeting if authorized by a
writing, setting forth the action so taken, signed by all shareholders who would
be entitled to vote on such action. Attendance at a meeting of the shareholders
is a waiver of the notice of that meeting, unless at the meeting a shareholder
objects that the meeting is not lawfully called or convened.

BY-LAW 3.06 Quorum; Adjournment. The presence at any meeting, in person or by
proxy, of the shareholders owning at least a majority of the outstanding voting
shares shall constitute a quorum for the transaction of business. Once a quorum
is established at any meeting of the shareholders, the voluntary withdrawal of
any shareholder from the meeting shall not affect the authority of the remaining
shareholders to conduct any business which properly comes before the meeting. In
the absence of a quorum, those present may adjourn the meeting from day to day
or time to time without further notice other than announcement at such meeting
of such date, time and place of the adjourned meeting which must be held within
90 days after such adjournment. At an adjourned meeting of the shareholders at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally noticed.

BY-LAW 3.07 Voting; Record Date. At each meeting of the shareholders, each
shareholder entitled to vote thereat may vote in person or by proxy duly
appointed by an instrument in writing

                                        4



subscribed by such shareholder. At a meeting of the shareholders, each
shareholder shall have one vote for each voting share standing in such
shareholder's name on the books of the Corporation, or on the books of any
transfer agent appointed by the Corporation, on the record date established by
the Board of Directors, which date may not be more than seventy days from the
date of any such meeting. If no record date has been established, the record
date shall be as of the close of business on the twentieth day preceding the
date of the meeting of the shareholders. Upon the demand of any shareholder at
the meeting, the vote for directors, or the vote upon any question before the
meeting, shall be by written ballot. All elections shall be effected, and all
questions shall be decided, by shareholders owning a majority of the shares
present in person and by proxy, except as otherwise specifically provided for by
statute or by Articles of Incorporation.

BY-LAW 3.08 Voting; Cumulative. Except to the extent limited or prevented by the
Articles of Incorporation, shareholders may cumulate their votes in the election
of directors. A shareholder shall cumulate votes by multiplying the number of
members of the Board of Directors to be elected by the number of shares owned by
such shareholder, and casting the resulting number of votes for one candidate,
or dividing such votes among any number of candidates, for membership on the
Board of Directors.

BY-LAW 3.09 Presiding Officer. The chief executive officer of the Corporation or
any person so designated by the chief executive officer shall preside as
chairman over all meetings of the shareholders; provided, however, that in the
absence of the chief executive officer or his designee at any meeting of the
share-

                                        5



holders, the meeting shall choose any person present to act as the presiding
officer of the meeting.

BY-LAW 3.10 Conduct of Meetings of Shareholders. Subject to the following,
meetings of shareholders generally shall follow accepted rules of parliamentary
procedure:

          a.  The chairman of the meeting shall have absolute authority over
     matters of procedure and there shall be no appeal from the ruling of the
     chairman. If the chairman, in his absolute discretion, deems it advisable
     to dispense with the rules of parliamentary procedure as to any one meeting
     of shareholders or part thereof, the chairman shall so state and shall
     clearly state the rules under which the meeting or appropriate part thereof
     shall be conducted.

          b.  If disorder should arise which prevents continuation of the
     legitimate business of the meeting, the chairman may quit the chair and
     announce the adjournment of the meeting; and upon his so doing, the meeting
     is immediately adjourned.

          c.  The chairman may ask or require that anyone leave the meeting who
     is not a bona fide shareholder or record entitled to notice of the meeting,
     or a duly appointed proxy thereof.

BY-LAW 3.11 Inspectors of Election. The Board of Directors in advance of any
meeting of shareholders may appoint one or more inspectors to act at such
meeting or adjournment thereof. If inspectors of election are not so appointed,
the person acting as chairman of any such meeting may, and on the request of any
shareholder or his or her proxy shall, make such appointment. In case any person
appointed as inspector shall fail to appear to act,

                                        6



the vacancy may be filled by appointment made by the Board of Directors in
advance of the meeting, or at the meeting by the officer or person acting as
chairman. 6XThe inspectors of election shall determine the number of shares
outstanding, the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity and effect of proxies, and
shall receive votes, ballots, assents or consents, hear and determine all
challenges and questions in any way arising and announce the result, and do such
acts as may be proper to conduct the election or vote with fairness to all
shareholders. No inspector whether appointed by the Board of Directors or by the
officer or person acting as chairman need be a shareholder.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

BY-LAW 4.01 Number, Election and Term. The Board of Directors shall consist of
three or more members. The number of the members of the Board of Directors to be
elected at any meeting of the shareholders shall be determined from time to time
by the Board of Directors and, if the Board of Directors does not expressly fix
the number of directors to be so elected, then the number of directors shall be
the number of directors elected at the preceding annual meeting of shareholders.
The number of directors may be increased at any subsequent special meeting of
shareholders called for the election of additional directors, by the number so
elected. A director need not be a shareholder. Directors shall be elected at
each annual meeting of the shareholders, and each director shall be elected to
serve for an indefinite term, terminating at the next annual meeting of the
shareholders and the election of a qualified

                                        7



successor by the shareholders, or the earlier death, resignation, removal or
disqualification of such director.

BY-LAW 4.02 Regular Meetings. Unless otherwise specified by the directors, the
regular meeting of the Board of Directors shall be held at the place of, and
immediately following the adjournment of, the annual meeting of the
shareholders. At such meeting of the Board of Directors, the Board of Directors
shall elect such officers as are deemed necessary for the operation and
management of the Corporation, and transact such other business as may properly
come before it.

BY-LAW 4.03 Special Meetings. Special meetings of the Board of Directors may be
called by the chief executive officer, the President or any director at any
time, to be held at the principal executive office of the Corporation, or at
some other location which is either within 50 miles of the principal executive
offices of the Corporation, determined at any prior meeting of the Board of
Directors, or agreed to by a majority of the members of the Board of Directors.

BY-LAW 4.04 Notice. Notice of the date, time and place of meetings of the Board
of Directors shall be given to each director personally or by telecopier or
telegraph dispatched at least two days prior to the meeting, or shall be given
by mail dispatched at least four days prior to the meeting. In determining the
number of days of notice required under this By-Law, the date upon which any
such notice is delivered, deposited in the U.S. Mail, telecopied or telegraphed,
shall be included as one day, and the date of the meeting which is the subject
of the notice shall not be included. In the case of meetings held by voice
communication as provided in

                                        8



By-Law 4.05 below, such notice shall set forth the specific manner in which the
meeting is to be held. Any director may, before, at, or after a meeting of the
Board of Directors, waive notice thereof. Any director who attends a meeting
shall be deemed to have waived notice of the meeting, unless such director
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened. Unless otherwise provided by the
Board of Directors, the provisions of this By-Law shall apply in all respects to
the notice requirements of meetings of any committee established by the Board of
Directors.

BY-LAW 4.05 Telephone and Consent Meetings. Participation in any meeting of the
Board of Directors or of any committee established by the Board of Directors by
conference telephone or other similar means of communication, whereby all
persons participating in the meeting can simultaneously and continuously hear
each other, shall constitute presence in person at that meeting. Any action
which might be taken at a meeting of the Board of Directors or any committee
established by the Board of Directors may be taken without a meeting if done in
writing, signed by all members of the Board of Directors or such committee, as
the case may be.

BY-LAW 4.06 Quorum/Voting. At all meetings of the Board of Directors or of any
committee established by the Board of Directors, a majority of the members must
be present to constitute a quorum for the transaction of business. Each member
shall have one vote. Voting by proxy, or the establishment of a quorum by proxy,
is prohibited. The act of the majority of the members present at any meeting at
which there is a quorum shall be the act of the Board of Directors or such
committee, as the case may be.

                                        9



In the absence of a quorum, a majority of those present may adjourn the meeting
from day to day or time to time without notice other than announcement at such
meeting of the date, time and place of the adjourned meeting.

BY-LAW 4.07 Order of Business/Record. The Board of Directors, or any committee
established by the Board of Directors, may, from time to time, determine the
order of the business at any meeting thereof. If a secretary of the Corporation
has been elected by the Board of Directors, such secretary shall keep a record
of all proceedings at a meeting of the Board of Directors; otherwise, a
Secretary Pro Tem, chosen by the person presiding over the meeting as chairman,
shall so act.

BY-LAW 4.08 Vacancy. A vacancy in membership of the Board of Directors shall be
filled by the affirmative vote of the remaining members of the Board of
Directors, though less than a quorum, and a member so elected shall serve until
his successor is elected by the shareholders at their next annual meeting, or at
a special meeting duly called for that purpose.

BY-LAW 4.09 Committees. The directors may, by resolution adopted by a majority
of the members of the Board of Directors, designate one or more members of the
Board of Directors to constitute a committee which, to the extent provided in
such resolution, shall have and exercise the authority of the Board of Directors
in the management of the business of the Corporation. Any such committee shall
act only in the interval between meetings of the Board of Directors and shall be
subject at all times to the control and direction of Board of Directors. Unless
otherwise provided by

                                       10



the Board of Directors, a meeting of any committee established by the Board of
Directors may be called by any member thereof.

BY-LAW 4.10 Other Powers. In addition to the powers and authorities conferred
upon them by By-Laws, the Board of Directors shall have the power to do all acts
necessary and expedient to the conduct of the business of the Corporation which
are not conferred upon the shareholders by statute, these By-Laws, or the
Articles of Incorporation.

                                    ARTICLE V

                                     SHARES

BY-LAW 5.01 Issuance of Securities. The Board of Directors is authorized to
issue securities of the Corporation, and rights thereto, to the full extent
authorized by the Articles of Incorporation, in such amounts, at such times and
to such persons as may be determined by the Board of Directors and permitted by
law, subject to any limitations specified in these By-Laws.

BY-LAW 5.02 Certificates for Shares. Every shareholder shall be entitled to a
certificate, to be in such form as prescribed by statute and adopted by the
Board of Directors, evidencing the number of shares of the Corporation owned by
such shareholder. The certificates shall be signed by the president or vice
president and by the secretary or assistant secretary or the treasurer or an
assistant treasurer; provided that if a transfer agent has been appointed for
the Corporation's shares, such signatures may be a facsimile.

BY-LAW 5.03 Transfer of Shares. Subject to any applicable or reasonable
restrictions which may be imposed by the Board of Directors, shares of the
Corporation shall be transferred upon

                                       11



written demand of the shareholder named in the certificate, or the shareholder's
legal representative, or the shareholder's duly authorized attorney-in-fact,
accompanied by a tender of the certificates to be transferred properly endorsed,
and payment of all transfer taxes due thereon, if any. The Corporation may
treat, as the absolute owner of shares of the Corporation, the person or persons
in whose name or names the shares are registered on the books of the
Corporation.

BY-LAW 5.04 Lost Certificate. Any shareholder claiming a certificate evidencing
ownership of shares to be lost, stolen or destroyed shall make an affidavit or
affirmation of that fact in such form as the Board of Directors may require, and
shall, if the Board of Directors so require, give the Corporation (and its
transfer agent, if a transfer agent be appointed) a bond of indemnity in such
form with one or more sureties satisfactory to the Board of Directors, in such
amount as the Board of Directors may require, whereupon a new certificate may be
issued of the same tenor and for the same number of shares as the one alleged to
have been lost, stolen or destroyed.

BY-LAW 5.05 Preemptive Rights. Except to the extent limited or prevented in the
Articles of Incorporation or by statute, each shareholder shall have the right
to acquire a fraction of the unissued shares or rights to purchase unissued
shares, of the same class or series held by the shareholder, which the
Corporation proposes to issue. The fraction of the shares of the new issue which
may be purchased under this paragraph shall be the ratio that the number of
shares of that class or series owned by the

                                       12



shareholder before the new issue bears to the total number of shares of that
class or series outstanding before the new issue.

                                   ARTICLE VI

                                    OFFICERS

BY-LAW 6.01 Election of Officers. The Board of Directors, at its regular meeting
held after each annual meeting of shareholders shall, and at any special meeting
may, elect a President and a Secretary. Except as may otherwise be determined
from time to time by the Board of Directors, such officers shall exercise such
powers and perform such duties as are prescribed by these By-Laws. The Board of
Directors may elect such other officers and agents as it shall deem necessary
from time to time, including Treasurer, Vice Presidents and a Chairman of the
Board who shall exercise such powers and perform such duties, not in conflict
with the duties of officers designated in these By-Laws, as shall be determined
from time to time by the Board of Directors.

BY-LAW 6.02 Terms of Office. The officers of the Corporation shall hold office
until their successors are elected and qualified, notwithstanding an earlier
termination of their office as directors. Any officer elected by the Board of
Directors may be removed with or without cause by the affirmative vote of a
majority of the Board of Directors present at a meeting.

BY-LAW 6.03 Salaries. The salaries of all officers of the Corporation shall be
determined by the Board of Directors.

BY-LAW 6.04 Chief Executive Officer. The President shall be the Chief Executive
Officer of the Corporation, unless the Board of Directors shall elect a Chairman
of the Board, and designate such Chairman as the Chief Executive Officer, in
which case the Chairman

                                       13



of the Board shall be the Chief Executive Officer. The Chief Executive Officer
shall:

          a.  have general active management of the business of the Corporation;

          b.  when present, and except where the Board of Directors elect a
     Chairman of the Board, preside at all meetings of the Board of Directors
     and of the shareholders;

          c.  see that all orders and resolutions of the Board of Directors are
     carried into effect;

          d.  sign and deliver in the name of the Corporation any deeds,
     mortgages, bonds, contracts or other instruments pertaining to the business
     of the Corporation, except in cases in which the authority to sign and
     deliver is required by law to be exercised by another person or is
     expressly delegated by the Articles of Incorporation or these By-Laws or by
     the Board of Directors to some other officer or agent of the Corporation;

          e.  maintain records of and, whenever necessary, certify all
     proceedings of the Board of Directors and the shareholders; and

          f.  perform other duties prescribed by the Board of Directors.

BY-LAW 6.05 Chief Financial Officer. The Treasurer, if elected, shall be the
Chief Financial Officer of the Corporation, and as such shall:

          a.  keep accurate financial records for the Corporation;

                                       14



          b.  deposit all money, drafts, and checks in the name of and to the
     credit of the Corporation in the banks and depositories designated by the
     Board of Directors;

          c.  endorse for deposit all notes, checks, and drafts received by the
     Corporation as ordered by the Board of Directors, making proper vouchers
     therefor;

          d.  disburse funds of the Corporation, and issue checks and drafts in
     the name of the Corporation, as ordered by the Board of Directors;

          e.  render to the President and the Board of Directors, whenever
     requested, an account of all transactions by the Treasurer and of the
     financial condition of the Corporation; and

          f.  perform other duties prescribed by the Board of Directors or by
     the President, under whose supervision the Treasurer shall be.

BY-LAW 6.06 Secretary. The Secretary shall:

          a.  attend all meetings of the Board of Directors at the request of
     the chief executive officer of the Board of Directors, and shall attend all
     meetings of the shareholders and record all votes and the minutes of all
     proceedings in a book kept for that purpose; and shall perform like duties
     for a committee when required by the chief executive officer; and

          b.  perform other duties prescribed by the Board of Directors or by
     the President, under whose supervision the Secretary shall be.

                                       15



BY LAW 6.07 Delegation of Authority. Except where prohibited or limited by the
Board of Directors, an officer elected by the Board of Directors may delegate
some or all of the duties or powers of his or her office to another person,
provided that such delegation is in writing, and a copy of such written
delegation, identifying the person to whom those duties or powers are delegated,
and specifying the nature, extent and any limitations of the duties or powers
delegated, is delivered in the same manner as provided for notices of meetings
of the Board of Directors to all members of the Board of Directors prior to such
delegation becoming effective.

                                   ARTICLE VII

                                  MISCELLANEOUS

BY-LAW 7.01 Corporate Seal. If so directed by the Board of Directors, the
Corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
Corporation. The seal need only include the word "seal," but it may also
include, at the discretion of the Board of Directors, such additional wording as
is permitted by the statute.

BY-LAW 7.02 Reimbursement by Directors and officers. Any payments made to any
officer or director of this Corporation, such as salary, commission, bonus,
interest, or rent, or entertainment expenses incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal Revenue
Service, shall be reimbursed by such officer or director to the Corporation to
the full extent of such disallowance. It shall be the duty of the Board of
Directors to enforce payment of each said amount disallowed. In lieu of payment
by the officer or director, subject

                                       16



to the determination of the Board of Directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed to the
Corporation has been recovered.

BY-LAW 7.03 Amendments to By-Laws. These By-Laws may be amended or altered by
the affirmative vote of shareholders owning a majority of the shares present in
person and by proxy at any annual or special meeting of the shareholders called
for that purpose.

     The foregoing By-Laws of this Corporation were adopted by the Board of
Directors on the 15th day of March, 1993.


                                              /s/ Marlin F. Torguson
                                              ----------------------------------
                                              Marlin F. Torguson, President

                                       17

EX-5.1

                      [LETTERHEAD OF IRELL & MANELLA LLP]


                                  August 5, 2002

                                                                     EXHIBIT 5.1

Pinnacle Entertainment, Inc.
330 North Brand Street
Suite 1100
Glendale, CA 91203

Ladies and Gentlemen:

     We have acted as special counsel to Pinnacle Entertainment, Inc., a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (File No. 333-90426) (the "Registration Statement")
originally filed by the Company and the subsidiaries of the Company indicated on
the Registration Statement as being additional registrants (the "Subsidiary
Guarantors") with the Securities and Exchange Commission (the "Commission") on
June 13, 2002 under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the resale from time to time by a certain
stockholder of the Company (the "Selling Stockholder") of up to 2,322,699 shares
of Common Stock (as defined below) owned by the Selling Stockholder (the
"Secondary Shares"), and the issuance and sale from time to time by the Company,
pursuant to Rule 415 of the General Rules and Regulations promulgated under the
Act, of the following securities of the Company with an aggregate public
offering price of up to U.S. $500,000,000 or the equivalent thereof, based on
the applicable exchange rate at the time of sale, in one or more foreign
currencies, currency units or composite currencies as shall be designated by the
Company, less the aggregate public offering price of any sales of Secondary
Shares: (i) debt securities, which may be in one or more series (the "Debt
Securities"), and which may be issued under an indenture the form of which has
been filed as an exhibit to the Registration Statement (the "Indenture"), which
Indenture is proposed to be entered into between the Company and a trustee to be
named (the "Trustee"); (ii) shares of preferred stock, $1.00 par value per
share, of the Company (the "Preferred Stock"), in one or more series; (iii)
shares of common stock, $0.10 par value per share, of the Company ("Common
Stock"); (iv) warrants ("Warrants") to purchase Common Stock, which may be
issued pursuant to one or more warrant agreements (each, a "Warrant Agreement")
which may be entered into between the Company and one or more warrant agents to
be named (the "Warrant Agent" or "Warrant Agents"); (v) shares of the Preferred
Stock represented by depositary shares ("Depositary Shares"), evidenced by
depositary receipts (the "Receipts"), which may be issued pursuant to one or
more deposit agreements (each, a "Deposit Agreement") which may be entered into
between the Company and a depositary to be named; and (vi) guarantees of the
Subsidiary Guarantors to be issued in connection with the Debt Securities (the
"Debt



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August 5, 2002
Page 2

Guarantees"). In addition, the Company may issue an indeterminate number of
shares of Common Stock upon conversion or exercise of any Warrants, an
indeterminate number of shares of Preferred Stock or Common Stock upon
conversion of any Debt Securities, and an indeterminate number of shares of
Common Stock or Preferred Stock upon conversion of any Preferred Stock (the
"Indeterminate Stock"). The Debt Securities, the Preferred Stock, the Common
Stock, the Warrants, the Depositary Shares, the Debt Guarantees and the
Indeterminate Stock are collectively referred to herein as the "Offered
Securities."

     This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.

     In connection with this opinion we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company, such agreements, certificates of public officials, and certificates of
officers or other representatives of the Company and others, and such other
documents, instruments, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

     In our examination, we have assumed: (a) the legal capacity of all natural
persons; (b) the genuineness of all signatures; (c) the authenticity of all
documents submitted to us as originals; (d) the conformity to original documents
of all documents submitted to us as certified, conformed, photostatic or
facsimile copies; (e) the authenticity of the originals of such latter
documents; and (f) the truth, accuracy and completeness of the information,
representations and warranties contained in the records, documents, instruments,
certificates and records we have reviewed. In making our examination of executed
documents or documents to be executed, we have assumed that the parties thereto,
other than the Company, had or will have the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution,
countersignature (if necessary) and delivery by such parties of such documents
and that such documents constitute or will constitute valid and binding
obligations of such parties enforceable against such parties in accordance with
their terms. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral or
written statements and representations of officers and other representatives of
the Company and others.

     We have assumed further that at the time of execution, authentication,
issuance and delivery of the Debt Securities, and the Debt Guarantees, if
applicable, the Indenture will have been duly authorized, executed and delivered
by the Company and the Subsidiary Guarantors, if applicable.

     We have assumed further that at the time of execution, issuance and
delivery of the Depositary Shares, the Deposit Agreement will have been duly
authorized, executed and delivered by the Company.



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Pinnacle Entertainment, Inc.
August 5, 2002
Page 3

     We have assumed further that at the time of execution, countersignature,
issuance and delivery of any Warrants, the related Warrant Agreements will have
been duly authorized, executed and delivered by the Company.

     Members of our firm are admitted to the bar in the State of California and
the State of New York, and we do not express any opinion herein concerning the
applicability of, compliance with, or effect of any laws other than the laws of
the State of California with respect to instruments and agreements specifically
governed by the laws of such jurisdiction, and the laws of the State of New York
with respect to instruments and agreements specifically governed by the laws of
such jurisdiction, the Federal law of the United States and the Delaware General
Corporation Law (including the statutory provisions, all applicable provisions
of the Delaware Constitution and required judicial decisions interpreting the
foregoing).

     Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that:

     1.   With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), has become effective under the Act and
the Indenture has been qualified under the Trust Indenture Act of 1939, as
amended (and a Form T-1 shall have been properly filed as an exhibit to the
Registration Statement); (ii) an appropriate prospectus supplement or term sheet
with respect to the Offered Debt Securities has been prepared, delivered and
filed in compliance with the Act and the applicable rules and regulations
thereunder; (iii) if the Offered Debt Securities are to be sold pursuant to a
firm commitment underwritten offering, the underwriting agreement with respect
to the Offered Debt Securities has been duly authorized, executed and delivered
by the Company and the other parties thereto; (iv) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the issuance
and terms of the Offered Debt Securities and related matters; (v) the terms of
the Offered Debt Securities and of their issuance and sale have been duly
established in conformity with the Indenture so as not to violate any applicable
law, the Certificate of Incorporation or the By-laws of the Company or result in
a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company; and (vi) the
Offered Debt Securities have been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the purchasers
thereof upon payment of the agreed-upon consideration therefor, the Offered Debt
Securities, when issued and sold in accordance with the Indenture and the
applicable underwriting agreement, if any, or any other duly authorized,
executed and delivered valid and legally binding purchase or agency agreement,
will be valid and binding



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Pinnacle Entertainment, Inc.
August 5, 2002
Page 4

obligations of the Company, enforceable against the Company in accordance with
their respective terms.

     2.   With respect to any series of Warrants (the "Offered Warrants"), when
(i) the Registration Statement, as finally amended (including all necessary
post-effective amendments), has become effective under the Act; (ii) an
appropriate prospectus supplement or term sheet with respect to the Offered
Warrants has been prepared, delivered and filed in compliance with the Act and
the applicable rules and regulations thereunder; (iii) if the Offered Warrants
are to be sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the Offered Warrants has been duly
authorized, executed and delivered by the Company and the other parties thereto;
(iv) the Board of Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance and terms of the Offered Warrants and
related matters; (v) the terms of the Offered Warrants and of their issuance and
sale have been duly established in conformity with the Warrant Agreement so as
not to violate any applicable law, the Certificate of Incorporation or By-laws
of the Company or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company; and (vi) the Offered Warrants have been duly executed, delivered
and countersigned in accordance with the provisions of the applicable Warrant
Agreement and duly issued and sold in the applicable form to be filed as an
exhibit to the Registration Statement or any amendment thereto and in the manner
contemplated in the Registration Statement or any prospectus supplement or term
sheet relating thereto, the Offered Warrants, when issued and sold in accordance
with the applicable Warrant Agreement and the applicable underwriting agreement,
if any, or any other duly authorized, executed and delivered valid and legally
binding purchase or agency agreement, will be valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective
terms.

     3.   With respect to the shares of any series of Preferred Stock (the
"Offered Preferred Stock"), when (i) the Registration Statement, as finally
amended (including all necessary post-effective amendments), has become
effective under the Act; (ii) an appropriate prospectus supplement or term sheet
with respect to the shares of the Offered Preferred Stock has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations thereunder; (iii) if the Offered Preferred Stock is to be sold
pursuant to a firm commitment underwritten offering, the underwriting agreement
with respect to the shares of the Offered Preferred Stock has been duly
authorized, executed and delivered by the Company and the other parties thereto;
(iv) the Board of Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have taken all necessary
corporate action to approve the issuance and terms of the shares of the Offered
Preferred Stock and related matters, including the adoption of a Certificate of
Designations for the Offered Preferred Stock in accordance with the applicable



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provisions of the corporate laws of the State of Delaware (the "Certificate of
Designations") in the form to be filed as an exhibit to the Registration
Statement, any amendment thereto or any document incorporated by reference
therein; (v) the filing of the Certificate of Designations with the Secretary of
State of the State of Delaware has duly occurred; (vi) the terms of the Offered
Preferred Stock and of their issuance and sale have been duly established in
conformity with the Company's Certificate of Incorporation, including the
Certificate of Designations relating to the Offered Preferred Stock, and the
By-laws of the Company so as not to violate any applicable law, the Certificate
of Incorporation or By-laws of the Company or result in a default under or
breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (vii) certificates in the form
required under Delaware corporate law representing the shares of the Offered
Preferred Stock are duly executed, countersigned, registered and delivered upon
payment of the agreed-upon and legal consideration therefor, the shares of the
Offered Preferred Stock (including any Preferred Stock duly issued upon
conversion, exchange or exercise of any Debt Securities or Preferred Stock
and/or underlying any Depositary Shares), when issued or sold in accordance with
the applicable underwriting agreement, if any, or any other duly authorized,
executed and delivered valid and binding purchase or agency agreement, will be
duly authorized, validly issued, fully paid and nonassessable.

     4.   With respect to the shares of Common Stock, when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) an appropriate prospectus
supplement or term sheet with respect to the Common Stock has been prepared,
delivered and filed in compliance with the Act and the applicable rules and
regulations thereunder; (iii) if the Common Stock is to be sold pursuant to a
firm commitment underwritten offering, the underwriting agreement with respect
to the Common Stock has been duly authorized, executed and delivered by the
Company, the Selling Stockholders, if applicable, and the other parties thereto;
and (iv) in the case of Common Stock being issued and sold by the Company (the
"Offered Common Stock"), (A) the Board of Directors, including any appropriate
committee appointed thereby, and appropriate officers of the Company have taken
all necessary corporate action to approve the issuance of the Offered Common
Stock and related matters; (B) the terms of the issuance and sale of the Offered
Common Stock have been duly established in conformity with the Certificate of
Incorporation and the By-laws of the Company so as not to violate any applicable
law, the Certificate of Incorporation or the By-laws of the Company or result in
default under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company; and (C) certificates in
the form required under Delaware corporate law representing the shares of
Offered Common Stock have been duly executed, countersigned, registered and
delivered upon payment of the agreed-upon and legal consideration therefor
(provided that such consideration is not less than the par value thereof); and
in the case of the Secondary Shares, when the actions described in clauses (i),



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Pinnacle Entertainment, Inc.
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Page 6

(ii) and (iii) above have taken place and assuming that such Secondary Shares
had been duly authorized and validly issued and were fully paid and
nonassessable in connection with the original issuance and sale of such
Secondary Shares, the shares of Offered Common Stock (including any Common Stock
duly issued upon conversion, exercise or exchange of any other Offered
Securities) and the Secondary Shares, when issued and sold in accordance with
the applicable underwriting agreement, if any, or any other duly authorized,
executed and delivered valid and binding purchase or agency agreement, will be
duly authorized, validly issued, fully paid and nonassessable.

     5.   With respect to any offering of Depositary Shares (the "Offered
Depositary Shares"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective under
the Act; (ii) an appropriate prospectus supplement or term sheet with respect to
the Offered Depositary Shares has been prepared, delivered and filed in
compliance with the Act and the applicable rules and regulations thereunder;
(iii) if the Offered Depositary Shares are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to the
Offered Depositary Shares has been duly authorized, executed and delivered by
the Company and other parties thereto; (iv) the Board of Directors, including
any appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary corporate action to approve the issuance of the
Offered Depositary Shares and related matters, including the adoption of a
Certificate of Designations for such related series of Preferred Stock in
accordance with the applicable provisions of the corporate laws of the State of
Delaware in the form to be filed as an exhibit to the Registration Statement,
any amendment thereto or any document incorporated by reference therein; (v) the
filing of such Certificate of Designations with the Secretary of State of the
State of Delaware has duly occurred; (vi) the terms of the Offered Depositary
Shares and of their issuance and sale have been duly established in conformity
with the Company's Certificate of Incorporation, including the Certificate of
Designations relating to such related series of Preferred Stock, and the By-laws
of the Company so as not to violate any applicable law, the Certificate of
Incorporation or By-laws of the Company or result in a default under or breach
of any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; (vii) the applicable Deposit Agreement has been
duly executed and delivered; (viii) the related series of Preferred Stock has
been duly authorized and validly issued in accordance with the corporate laws of
the State of Delaware and delivered to the depositary for deposit in accordance
with the Deposit Agreement; and (ix) the Receipts evidencing the Depositary
Shares have been duly issued against deposit of the related series of Preferred
Stock with the depositary in accordance with the Deposit Agreement, the issuance
and sale of the Depositary Shares will be validly issued and the Receipts will
entitle the holders thereof to the rights specified therein and in the Deposit
Agreement.



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     6.   With respect to the Debt Guarantees, when (i) the Registration
Statement, as finally amended (including all necessary post-effective
amendments), has become effective under the Act; (ii) the Indenture has been
qualified under the Trust Indenture Act of 1939, as amended (and a Form T-1
shall have been properly filed as an exhibit to the Registration Statement);
(iii) an appropriate prospectus supplement or term sheet with respect to the
applicable Debt Securities has been prepared, delivered and filed in compliance
with the Act and the applicable rules and regulations promulgated thereunder;
(iv) if the applicable Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, the underwriting agreement with respect to
such Debt Securities has been duly authorized, executed and delivered by the
parties thereto; (v) the Board of Directors (or comparable governing body),
including any appropriate committee appointed thereby, and appropriate officers
of the applicable Subsidiary Guarantors have taken all necessary corporate (or
limited liability company, partnership or other) action to approve the issuance
and terms of the Debt Guarantees and related matters; (vi) the terms of the Debt
Guarantees and their issuance and sale have been duly established in conformity
with the Indenture so as not to violate any applicable law, the Certificate of
Incorporation or the By-laws (or comparable instruments) of the applicable
Subsidiary Guarantors or result in default under or breach of any agreement or
instrument binding upon such Subsidiary Guarantors and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over such Subsidiary Guarantors; and (vii) the Debt Guarantees have
been duly executed and delivered in accordance with the provisions of the
Indenture and the applicable Debt Securities have been duly delivered to the
purchasers thereof upon payment of the agreed-upon consideration therefor, the
Debt Guarantees, when issued in accordance with the provisions of the Indenture,
will constitute valid and binding obligations of the applicable Subsidiary
Guarantors, enforceable against such Subsidiary Guarantors in accordance with
their terms.

     The opinions set forth above are subject to the following additional
exceptions, limitations and qualifications: (a) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally; (b) the effect of general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity), and the
discretion of the court before which any proceeding therefor may be brought; (c)
public policy considerations which may limit the rights of parties to obtain
remedies; (d) the unenforceability under certain circumstances under law or
court decisions of provisions providing for the indemnification or contribution
to a party with respect to a liability, whether because such indemnification or
contribution is contrary to public policy or otherwise; (e) we express no
opinion concerning the enforceability of the waiver of rights or defenses
contained in the Indenture; (f) the unenforceability of any provision requiring
the payment of attorneys' fees, except to the extent a court determines such
fees to be reasonable; (g) we express no opinion with respect to any provisions
of the Offered Debt Securities or the Indenture that may provide for interest on
interest or penalty interest or



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whether acceleration of the Offered Debt Securities may affect the
collectibility of that portion of the stated principal amount thereof which
might be determined to constitute unearned interest thereon; (h) requirements
that a claim with respect to any Offered Debt Securities denominated in a
currency, currency unit or composite currency other than United States dollars
(or a judgment denominated other than in United States dollars in respect of
such claim) be converted into United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law; (i) governmental
authority to limit, delay or prohibit the making of payments outside the United
States or in foreign currencies, currency units or composite currencies; (j) we
express no opinion regarding the effectiveness of any waiver in respect of any
of the Offered Securities of any rights that a party has, or of duties that are
owed to it, as a matter of law, or that is broadly stated or does not describe
the right or duty purportedly waived with reasonably specificity; (k) we express
no opinion on the effect on the enforceability of the Debt Guarantees against
any Subsidiary Guarantor of any facts or circumstances that would constitute a
defense to the obligation of a surety, unless such defense has been waived
effectively by such Guarantor, and we also express no opinion as to the
effectiveness of any waiver of any such defense by any Guarantor; (l) the
Offered Securities being offered, issued and sold solely in the manner stated in
the Registration Statement and any appropriate prospectus supplement; and (m) in
the case of the Warrant Agreement, the Offered Warrants, the Deposit Agreement,
the Offered Depositary Shares, the Receipts, the Debt Guarantees, any
Certificates of Designations, any underwriting agreement and any other
agreements or instruments pursuant to which any Offered Securities or Secondary
Shares are to be issued or sold that come into existence after the date of this
opinion or that were otherwise not provided to us (including, without
limitation, any supplements to or other amendments of the Indenture), that such
agreements or instruments shall, if necessary, have been duly filed as exhibits
to the Registration Statement or duly incorporated therein by reference and that
there shall be no terms or provisions contained therein that would have the
effect, under applicable law, of vitiating or creating a contractual defense to
the validity and binding nature of such instrument or agreement, or that would
affect the validity of any of the opinions rendered herein.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also hereby consent to the use of our
name under the heading "Legal Matters" in the prospectus which forms a part of
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable laws.



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August 5, 2002
Page 9




                                  Very truly yours,

                                  /s/ Irell & Manella LLP