MINUTES OF THE MISSISSIPPI GAMING … · MINUTES OF THE MISSISSIPPI GAMING COMMISSION Regular...

MINUTES OF THE MISSISSIPPI GAMING COMMISSION

Regular Monthly Meeting December 18, 2008

The regular monthly meeting of the Mississippi Gaming Commission was held at 9:00 a.m., Thursday, December 18, 2008, at the Golden Moon Casino located in Choctaw, Mississippi. Staff attending: Jerry St. Pe�, Chairman, MS Gaming Commission Nolen Canon, Commissioner, MS Gaming Commission John M. Hairston, Commissioner, MS Gaming Commission Larry K. Gregory, Executive Director, MS Gaming Commission Eddie Williams, Deputy Director, MS Gaming Commission Alan Godfrey, Deputy Director, MS Gaming Commission Sonny Weathersby, Director, Charitable Gaming, MS Gaming Commission Thomas H. Mueller, Special Assistant Attorney General, Attorney General's Office Becky Clark, Regulatory Staff Officer, MS Gaming Commission

ITEM I. The meeting was called to order at 9:05 a.m. Deputy Director, Eddie Williams gave the invocation and Chairman St. Pe� led the Pledge of Allegiance. Chairman St. Pe� expressed appreciation for the hospitality shown to the MS Gaming Commission by the staff of the Golden Moon and Silver Star. Eddie Gibson, Choctaw Gaming Commission, thanked the MS Gaming Commission for holding the monthly meeting at the Golden Moon. Miko Beasley Denson spoke briefly on some of the changes he has brought about to the casinos in Choctaw and the challenges they are facing in the slow economy. He pointed out that many of their attractions are “family friendly” and wholesome recreation for the entire family. He very graciously expressed his appreciation to the MS Gaming Commission for holding the meeting in Choctaw. A. Administrative Update: Larry Gregory made the following administrative

announcements: 1. The next regular meeting of the Mississippi Gaming Commission will be

held on Thursday, January 29, 2008 beginning at 9:00 a.m. at the Jackson office of the Mississippi Gaming Commission. The deadline for submission of agenda items for this meeting is December 31, 2008.

2. On December 09, 2008, Golden Triangle Bingo relocated its bingo hall to 1522 Gardner Boulevard, Columbus, Mississippi.

ITEM II. APPROVAL OF MINUTES A. APPROVAL OF MINUTES 1. November 20, 2008 Regular Monthly Meeting

Minutes of the Mississippi Gaming Commission December 18, 2008 Regular Monthly Meeting

EXECUTIVE DIRECTOR’S RECOMMENDATION: “The Executive Director recommends approval of the Minutes of the November 20, 2008 Regular Monthly Meeting.”

Commissioner Canon: Motion to adopt recommendation

Chairman St. Pe�: Second RECORDED VOTE:

Chairman St. Pe’: YES Commissioner Canon: YES

ITEM III.

GAMING MATTERS A. APPLICATION FOR FINDING OF SUITABILITY - Gaming Partners

International USA, Inc. and Gaming Partners International S.A.S. 1. Gerard P. Charlier

President and CEO Dan M. McDaniel, Jr., Esquire with Phelps Dunbar introduced Mr. Charlier to the

Commission and Mr. Charlier offered a brief personal history.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Mr. Gerard Charlier be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:

1) The finding of suitability is valid for a period of nine (9) years, beginning December 18, 2008;

2) Applicant shall file an annual report as required by Mississippi Gaming Commission Regulation II. A. 3;

3) Applicant will comply with all federal and state laws, including the laws of Mississippi and particularly the Mississippi Gaming Control Act;

4) Applicant will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

5) Applicant will comply with and does hereby agree to be

bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and


6) The finding of suitability is based on the applicant’s ability to maintain satisfactory results for all investigations and agency checks.

Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second

RECORDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES

Commissioner Hairston YES B. REQUEST FOR APPROVALS - IGT

Scott E. Andress, Esquire with Balch & Bingham LLP, introduced LaVonne

Withey, IGT Regulatory Compliance Manager in Las Vegas, to the Commission.

1. Recommendation for Licensure as a Manufacturer and Distributor

2. Recommendation for Licensure as a Multi-Site Wide Area Progressive

Operator

3a. Continuous Approval of Public Offerings and/or Private Placements

b. Pledges of Equity Interests or Securities

c. Imposition of Equity Restrictions including Negative Equity

Pledges

d. Guarantee of Securities and Hypothecation of Assets EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that:

1. The Mississippi Gaming

Commission grant to IGT a manufacturer and distributor’s license to conduct business in the State of Mississippi subject to the following conditions:

(a) The license will be issued for a three-year period, effective

January 24, 2009, through January 23, 2012;

(b) Licensee will comply with all federal, state and local laws, Including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;


(c) Licensee will comply with all the policies, rules and

regulations adopted by the Mississippi Gaming Commission; (d) Licensee will comply with and does hereby agree to be bound

by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

(e) The license is based on the licensee’s ability to maintain

satisfactory results for all investigations and agency checks. 2. The Mississippi Gaming Commission grant to IGT a multi-site wide

area progressive operator’s license to conduct business in the State of Mississippi subject to the following conditions:

(a) The license will be issued for a three-year period, effective

January 24, 2009, through January 23, 2012;

(b) Licensee shall maintain a compliance review and reporting system, which shall include a compliance committee. Licensee shall maintain a written compliance review and reporting plan that meets the requirements of Mississippi Gaming Commission Regulation II. A. Section 3(I) and such other conditions as may be required by the Executive Director;

(c) Licensee will comply with all federal, state and local laws,

including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

(d) Licensee will comply with all the policies, rules and

regulations adopted by the Mississippi Gaming Commission;

(e) Licensee will comply with and does hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

(f) The software program(s) utilized by IGT must remain

available for review and inspection for the Mississippi Gaming Commission, upon request; and

(g) The license is based on the licensee’s ability to maintain

satisfactory results for all investigations and agency checks.


3. For a three-year period, effective January 24, 2009, through January

23, 2012, that:

(a) The Mississippi Gaming Commission exempt International Game Technology, a publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order with respect to any public offering and/or private placement by International Game Technology. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to International Game Technology, to require that International Game Technology submit any proposed public offerings and/or private placements of its securities to the Executive Director at least fourteen (14) calendar days prior to offering such public offerings and/or private placements. At the request of International Game Technology, the fourteen (14) calendar day period may be reduced, in the sole discretion of the Executive Director, to such period of time as shall be designated in writing by the Executive Director. This recommendation for exemption is conditioned on compliance with the laws of the State of Mississippi and the regulations of the Mississippi Gaming Commission. This action is not to be relied upon as a finding by the Mississippi Gaming Commission of the truth or accuracy of any statements contained in documents submitted to the Mississippi Gaming Commission. The Mississippi Gaming Commission, its officers, and employees disclaim any liability in respect to such a public offering and/or private placement of securities;

(b) The Mississippi Gaming Commission grant approval, as

otherwise required by the Mississippi Gaming Commission Regulations, to International Game Technology and its affiliated companies and subsidiaries, current and hereafter acquired, to pledge the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 3(a), above;

(c) The Mississippi Gaming Commission grant approval, as

otherwise required by the Mississippi Gaming Commission Regulations, to International Game Technology and its affiliated companies and subsidiaries, current and hereafter acquired, to place restrictions, including negative stock


pledges, upon the transfer of, and to enter into agreements not to encumber, the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 3(a), above;

(d) The Mississippi Gaming Commission grant approval, as

otherwise required by the Mississippi Gaming Commission Regulations, to the Mississippi licensees, current and hereafter acquired, of International Game Technology, to guarantee the securities issued by International Game Technology, pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 3(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by International Game Technology, pursuant to a public offering and/or private placement made under the approval granted by paragraph 3(a), above; and

(e) International Game Technology shall report to the Executive

Director of the Mississippi Gaming Commission all public offerings and/or private placements of its securities by simultaneously filing with the Executive Director all related reports, statements, etc. (and amendments thereto) that must be filed with the U.S. Securities and Exchange Commission (“SEC”). If the proposed transaction is not required to be filed/reported to the SEC, International Game Technology shall report such transaction to the Mississippi Gaming Commission by filing copies of all documents related to the transaction within fourteen (14) calendar days of the closing of such transaction. Within fourteen (14) calendar days after the closing of any public offering and/or private placement, International Game Technology shall file with the Executive Director a report of all participants in the public offering and/or private placement, which shall include (at a minimum) name, amount of securities issued and purchase price. If the offering is an equity offering, International Game Technology shall also file, within thirty (30) calendar days after the closing, an updated master list of all shareholders following such offering, which shall include (at a minimum) the names of all record shareholders and number of shares owned.


Commissioner Hairston: Second



Commissioner Hairston YES

C. APPLICATION FOR FINDING OF SUITABILITY – Gemaco, Inc.

1. Paul D. Quinlan Executive Vice President and General Manager Mr. Quinlan introduced himself to the Commission and offered a brief personal history.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon

the investigative reports, the Executive Director recommends that Mr. Paul Quinlan be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:

1) The finding of suitability is valid for a period of nine (9) years, beginning December 18, 2008;

2) Applicant shall file an annual report as required by Mississippi

Gaming Commission Regulation II. A. 3; 3) Applicant will comply with all federal and state laws,

including the laws of Mississippi and particularly the Mississippi Gaming Control Act;

4) Applicant will comply with all the policies, rules and


5) Applicant will comply with and does hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

6) The finding of suitability is based on the applicant’s ability to

maintain satisfactory results for all investigations and agency checks.




D. REQUEST FOR APPROVALS - Las Vegas Gaming, Inc.


1. Finding of Suitability of IGT as a Greater than 5% Equity Owner of Las

Vegas Gaming, Inc. (Copy attached as Exhibit “1”) Scott E. Andress, Esquire with Balch & Bingham LLP, introduced LaVonne Withey,

IGT Regulatory Compliance Manager in Las Vegas, to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that the Mississippi Gaming Commission grant to IGT a finding of suitability as a greater than 5% shareholder of Las Vegas Gaming, Inc. subject to the following conditions:

1. The finding of suitability is valid for a period of nine (9)

years, effective January 24, 2009, through January 23, 2018;

2. Applicant will comply with all federal, state and local laws, including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

3. Applicant will comply with all the policies, rules and


4. Applicant will comply with and does hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, applicant agrees to adjudicate all legal proceedings (both state and federal) relative to said finding of suitability in the courts located in the State of Mississippi; and

5. The finding of suitability is based on the applicant’s ability to


Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second



E. RECOMMENDATION FOR LICENSURE AS A MANUFACTURER AND

DISTRIBUTOR - A.C. Coin / IGT Proprietary Games Alliance


Scott E. Andress, Esquire with Balch & Bingham LLP, introduced LaVonne Withey, IGT Regulatory Compliance Manager in Las Vegas, to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that A.C. Coin/IGT Proprietary Games Alliance be granted a manufacturer and distributor’s license to conduct business in the State of Mississippi subject to the following conditions:

(1) The license will be issued for a three-year period, effective January

24, 2009, through January 23, 2012;

(2) Licensee will comply with all federal, state and local laws, including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

(3) Licensee will comply with all the policies, rules and regulations

adopted by the Mississippi Gaming Commission; (4) Licensee will comply with and does hereby agree to be bound by all

laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

(5) The license is based on the licensee’s ability to maintain satisfactory

results for all investigations and agency checks. Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second

RECORDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES Commissioner Hairston YES

F. APPLICATION FOR FINDING OF SUITABILITY - Grand Casinos of Biloxi, LLC

d/b/a/ Grand Casino Biloxi 1. Gerald M. Mavar, Sr.

Managing Member - Mavar Properties, LLC 2. John S. Mavar

Managing Member - Mavar Properties, LLC 3. Nicholas A. Mavar, Jr.

Managing Director - Mavar Properties, LLC


4. Sam J. Mavar, Jr.

Managing Member - Mavar Properties, LLC 5. Victor V. Mavar, Sr.

Managing Member - Mavar Properties, LLC

The Mavars introduced themselves to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that the above referenced individuals be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:

1. The finding of suitability is valid for a period of nine (9) years,

beginning December 18, 2008;

2. Applicant shall file an annual report as required by Mississippi Gaming Commission Regulation II. A. 3;

3. Applicant will comply with all federal and state laws, including the

laws of Mississippi and particularly the Mississippi Gaming Control Act;

4. Applicant will comply with all the policies, rules and regulations adopted

by the Mississippi Gaming Commission; 5. Applicant will comply with and does hereby agree to be bound by all laws,

including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

6. The finding of suitability is based on the applicant’s ability to maintain


Commissioner Hairston: Motion to adopt recommendation as to Gerald M. Mavar, Sr., John S. Mavar, Nicholas A. Mavar, Jr. and Sam J. Mavar, Jr.

Commmissioner Canon: Second RECORDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES

Commissioner Hairston: YES Chairman St. Pe�: Motion to adopt recommendation as to Victor V. Mavar,

Sr.


Commissioner Canon: Second

RDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES

Commissioner Hairston: ABSTAIN G. REQUEST FOR APPROVAL - Grand Casinos of Biloxi, LLC d/b/a Grand Casino Biloxi No one appeared on behalf of Grand Casino for this item. 1. Finding of Suitability of N & N, LLC to Receive a Percentage of Gaming

Revenue

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of N & N, LLC have been found suitable. The Executive Director recommends that the Mississippi Gaming Commission grant to N & N, LLC a finding of suitability to receive a percentage of gaming revenue from Grand Casinos of Biloxi, LLC subject to the following conditions:

(1) The finding of suitability is valid for a period of nine (9) years, effective December 18, 2008, through December 17, 2017;

(2) Applicant will comply with all federal, state and local laws, including the

laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

(3) Applicant will comply with all the policies, rules and regulations adopted

by the Mississippi Gaming Commission;

(4) Applicant will comply with and does hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, applicant agrees to adjudicate all legal proceedings (both state and federal) relative to said finding of suitability in the courts located in the State of Mississippi; and

(5) The finding of suitability is based on the applicant’s ability to maintain

satisfactory results for all investigations and agency checks. Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second

RECORDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES Commissioner Hairston YES

H. APPLICATION FOR FINDING OF SUITABILITY – International Merchant Services,

Inc.


1. Esther J. Johnson

Treasurer, International Merchant Services, Inc. 2. Jonathan D. Johnson

Vice President of Operations and Chief Information Officer, International Merchant Services, Inc.

3. Neil C. Johnson

President / Secretary, International Merchant Services, Inc. The Johnsons introduced themselves to the Commission and gave a brief personal

history.







4. Applicant will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

5. Applicant will comply with and does hereby agree to be bound by

all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and


maintain satisfactory results for all investigations and agency checks. Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second RECORDED VOTE: Chairman St. Pe’: YES

Commissioner Canon: YES Commissioner Hairston YES


I. RECOMMENDATION FOR LICENSURE AS A MANUFACTURER AND

DISTRIBUTOR – International Merchant Services, Inc. Esther J. Johnson, Jonathan D. Johnson and Neil C. Johnson appeared on behalf of

International Merchant Services, Inc.

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that International Merchant Services, Inc. be granted a manufacturer and distributor’s license to conduct business in the State of Mississippi subject to the following conditions:

(1) The license will be issued for a three-year period, effective

December 18, 2008, through December 17, 2011;


(3) Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;

(4) Licensee will comply with and does hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

(5) The license is based on the licensee’s ability to maintain satisfactory results for all investigations and agency checks.



RECORDED VOTE: Chairman St. Pe’: YES

Commissioner Canon: YES

Commissioner Hairston: YES

J. RECOMMENDATION FOR LICENSURE AS A MANUFACTURER AND DISTRIBUTOR – Midwest Game Supply Company

Kimberly and Paul Atkins, the daughter and son-in-law of the owners of Midwest Game Supply Company, introduced themselves to the Commission and gave a brief history of the company.


EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that Midwest game Supply Company be granted a manufacturer and distributor’s license to conduct business in the State of Mississippi subject to the following conditions:

(1) The license will be issued for a three-year period, effective January 25, 2009, through January 24, 2012;


(3) Licensee will comply with all the policies, rules and regulations adopted by the Mississippi Gaming Commission;


(5) The license is based on the licensee’s ability to maintain satisfactory results for all investigations and agency checks.

Commissioner Hairston: Motion to adopt recommendation

Commissioner Canon: Second



Commissioner Hairston: YES

K. APPLICATION FOR FINDING OF SUITABILITY - Atronic Americas, LLC, Speilo Manufacturing ULC

1. Don Reilly

Vice President - Gtech Corporation and Chief Financial Officer, Corporate Controller - Lottomatica Group

Thomas B. Shepherd, III, Esquire, with Watkins, Ludlam, Winter & Stennis, P.A. introduced Mr. Reilly to the Commission.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Mr. Don Reilly be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:


1. The finding of suitability is valid for a period of nine (9) years, beginning December 18, 2008;





5. Applicant will comply with and does hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

6. The finding of suitability is based on the applicant’s ability to maintain satisfactory results for all investigations and agency checks.






L. APPLICATION FOR FINDING OF SUITABILITY - Ameristar Casino Vicksburg, Inc. d/b/a Ameristar Casino Vicksburg

1. Larry A. Hodges

Director, President and Chief Operating Officer

Thomas B. Shepherd, III with Watkins, Ludlam, Winter & Stennis, P.A. introduced Mr.

Hodges to the Commission. Also present was Ray Nielson, owner of Ameristar.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Mr. Larry Hodges be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:

1. The finding of suitability is valid for a period of nine (9) years, beginning December 18, 2008;

2. Applicant shall file an annual report as required by Mississippi Gaming


Commission Regulation II. A. 3;

3. Applicant will comply with all federal and state laws, including the laws of Mississippi and particularly the Mississippi Gaming Control Act;

4. Applicant will comply with all the policies, rules and regulations

adopted by the Mississippi Gaming Commission;



maintain satisfactory results for all investigations and agency checks. Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second



M. REQUEST FOR APPROVALS – Ameristar Casino Vicksburg, Inc. d/b/a Ameristar

Casino Vicksburg (Copy attached as Exhibit “2”) Thomas B. Shepherd, III, Esquire, with Watkins, Ludlam, Winter & Stennis, P.A. introduced Larry Hodges and Ray Nielson to the Commission.

1. Recommendation for Licensure

2a. Continuous Approval of Public Offerings and/or Private Placements

b. Pledges of Equity Interests or Securities

c. Imposition of Equity Restrictions including Negative Equity Pledges

d. Guarantee of Securities and Hypothecation of Assets

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that:

1. The Mississippi Gaming Commission grant to Ameristar Casino Vicksburg, Inc. an operator’s license to conduct business in the State of Mississippi subject to the


following conditions:

(a) The license will be issued for a three-year period, effective January 25, 2009, through January 24, 2012;

(b) Licensee shall maintain a compliance review and reporting system,

which shall include a compliance committee. Licensee shall maintain a written compliance review and reporting plan that meets the requirements of Mississippi Gaming Commission Regulation II. A. Section 3(I) and such other conditions as may be required by the Executive Director;

(c) Licensee will comply with all federal, state and local laws,

including the laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

(d) Licensee will comply with all the policies, rules and regulations

adopted by the Mississippi Gaming Commission;

(e) Licensee will comply with and does hereby agree to be bound by all laws, including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

(f) The license is based on the licensee’s ability to maintain


2. For a three-year period, effective January 25, 2009, through January 24, 2012, that:

(a) The Mississippi Gaming Commission exempt Ameristar Casinos,

Inc., a publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order with respect to any public offering and/or private placement by Ameristar Casinos, Inc. The Mississippi Gaming Commission further grants the Executive Director the power, at any time and upon notice to Ameristar Casinos, Inc., to require that Ameristar Casinos, Inc. submit any proposed public offerings and/or private placements of its securities to the Executive Director at least fourteen (14) calendar days prior to offering such public offerings and/or private placements. At the request of Ameristar Casinos, Inc., the fourteen (14) calendar day period may be reduced, in the sole discretion of the Executive Director, to such period of time as shall be designated in writing by the Executive


Director. This recommendation for exemption is conditioned on compliance with the laws of the State of Mississippi and the regulations of the Mississippi Gaming Commission. This action is not to be relied upon as a finding by the Mississippi Gaming Commission of the truth or accuracy of any statements contained in documents submitted to the Mississippi Gaming Commission. The Mississippi Gaming Commission, its officers, and employees disclaim any liability in respect to such a public offering and/or private placement of securities;

(b) The Mississippi Gaming Commission grant approval, as otherwise

required by the Mississippi Gaming Commission Regulations, to Ameristar Casinos, Inc. and its affiliated companies and subsidiaries, current and hereafter acquired, to pledge the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 2(a), above;

(c) The Mississippi Gaming Commission grant approval, as otherwise

required by the Mississippi Gaming Commission Regulations, to Ameristar Casinos, Inc. and its affiliated companies and subsidiaries, current and hereafter acquired, to place restrictions, including negative stock pledges, upon the transfer of, and to enter into agreements not to encumber, the equity interests or securities of such affiliated companies and subsidiaries, pursuant to a public offering and/or private placement made under the approval granted by paragraph 2(a), above;

(d) The Mississippi Gaming Commission grant approval, as otherwise

required by the Mississippi Gaming Commission Regulations, to the Mississippi licensees, current and hereafter acquired, of Ameristar Casinos, Inc., to guarantee the securities issued by Ameristar Casinos, Inc., pursuant to a public offering and/or private placement made under the approval granted, pursuant to paragraph 2(a), above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by securities issued by Ameristar Casinos, Inc., pursuant to a public offering and/or private placement made under the approval granted by paragraph 2(a), above; and

(e) Ameristar Casinos, Inc. shall report to the Executive Director of

the Mississippi Gaming Commission all public offerings and/or private placements of its securities by simultaneously filing with the Executive Director all related reports, statements, etc. (and amendments thereto) that must be filed with the U.S. Securities and Exchange Commission (“SEC”). If the proposed transaction is not required to be filed/reported to the SEC, Ameristar Casinos,


Inc. shall report such transaction to the Mississippi Gaming Commission by filing copies of all documents related to the transaction within fourteen (14) calendar days of the closing of such transaction. Within fourteen (14) calendar days after the closing of any public offering and/or private placement, Ameristar Casinos, Inc. shall file with the Executive Director a report of all participants in the public offering and/or private placement, which shall include (at a minimum) name, amount of securities issued and purchase price. If the offering is an equity offering, Ameristar Casinos, Inc. shall also file, within thirty (30) calendar days after the closing, an updated master list of all shareholders following such offering, which shall include (at a minimum) the names of all record shareholders and number of shares owned.




N. APPLICATION FOR FINDING OF SUITABILITY - Bally Gaming Inc., Rainbow

Casino-Vicksburg Partnership, L.P. d/b/a Rainbow Casino

1. James A. Dungan

Vice President of Business Development and Casino Operations, Bally Technologies, Inc.; Rainbow Casino

2. Vivian A. Piskovitz

Vice President and General Manager, Rainbow Casino Thomas B. Shepherd, III, Esquire, with Watkins, Ludlam, Winter & Stennis, P.A.

introduced Mr. Dungan and Ms. Piskovitz to the Commission and each gave a brief personal history.


1. The finding of suitability is valid for a period of nine (9) years, beginning

December 18, 2008;



3. Applicant will comply with all federal and state laws, including the laws of

Mississippi and particularly the Mississippi Gaming Control Act;

4. Applicant will comply with all the policies, rules and regulations adopted by the

Mississippi Gaming Commission; 5. Applicant will comply with and does hereby agree to be bound by all laws,

including the Gaming Control Act, of the State of Mississippi; further, licensee agrees to adjudicate all legal proceedings (both state and federal) relative to said license in the courts located in the State of Mississippi; and

6. The finding of suitability is based on the applicant’s ability to maintain

satisfactory results for all investigations and agency checks. Commissioner Hairston: Motion to adopt recommendation Commissioner Canon: Second

RDED VOTE: Chairman St. Pe’: YES


RECOMMENDATION FOR LICENSURE AS A MANUFACTURER AND DISTRIBUTOR - Reel Games, Inc.

attached as Exhibit “3”)

Thomas B. Shepherd, III, Esquire, with Watkins, Ludlam, Winter & Stennis, P.A. introduced Eric Berzok, Director of Information Technology for Reel Games, Inc.

EXECUTIVE DIRECTOR’S RECOMMENDATION: With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that Reel Games, Inc. be granted a manufacturer and distributor’s license to conduct business in the State of Mississippi subject to the following conditions:

(1) The license will be issued for a three-year period, effective December 19, 2008, through December 18, 2011;

(2) Licensee will comply with all federal, state and local laws, including the

laws of the State of Mississippi and particularly the Mississippi Gaming Control Act;

(3) Licensee will comply with all the policies, rules and regulations adopted


by the Mississippi Gaming Commission;


(5) The license is based on the licensee’s ability to maintain satisfactory

results for all investigations and agency checks. Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second



APPLICATION FOR FINDING OF SUITABILITY - Konami Gaming, Inc.

1. Ryoichi Kimura Vice President, Chief Administrative Officer and Senior Director of Corporate Planning, Kolami Gaming, Inc.

Brit Singletary, Esquire, with Singletary and Thrash introduced Mr. Kimura and Tom Jingoli, Director of Compliance, to the Commission. Mr. Kimura provided a brief personal history.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Mr. Kimura be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:











RDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES Commissioner Hairston YES

APPLICATION FOR FINDING OF SUITABILITY - BSL, Inc. d/b/a Hollywood Casino Bay St. Louis; BTN, Inc. d/b/a Boomtown Casino Biloxi; and HWCC-Tunica, Inc. d/b/a Hollywood Casino Tunica

1. Timothy J. Wilmott President and Chief Operating Officer, Penn National Gaming, Inc.

Dan M. McDaniel, Jr., Esquire with Phelps Dunbar appeared on behalf of Penn National Gaming, Inc. and advised that Mr. Wilmott was unable to attend the meeting due to the weather.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Mr. Timothy Wilmott be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:














APPLICATION FOR FINDING OF SUITABILITY - Shuffle Master, Inc.

1. Coreen Ann Sawdon Senior Vice President, Chief Accounting Officer and Chief Financial Officer

Amy K. Elder, Esquire with Phelps Dunbar introduced Ms. Rawdon to the Commission and Ms. Rawdon provided a brief personal history.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative reports, the Executive Director recommends that Ms. Coreen Sawdon be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act, subject to the following:









Commissioner Hairston: Motion to adopt recommendation


Commissioner Canon: Second RDED VOTE: Chairman St. Pe’: YES


REQUEST FOR APPROVAL - Withdrawal of Application for Finding of Suitability

1. Robert Cucinotta

2. Karim Abdul Maskatiya

Dan M. McDaniel, Jr., Esquire and Fred L. Banks, Jr., Esquire, both with Phelps Dunbar, appeared on behalf of Mr. Cucinotta and Mr. Maskatiya. Mr. Banks asked that the Commission allow Mr. Cucinotta and Mr. Maskatiya to withdraw their applications and further requested that they be granted a hearing. Chairman St. Pe� responded that the Commission has taken this matter very seriously, but as this was a public meeting and not a hearing, no further details would be submitted and accepted.

EXECUTIVE DIRECTOR’S RECOMMENDATION: The Executive Director makes no recommendation.




APPLICATION FOR FINDING OF SUITABILITY- Karim Abdul Maskatiya

n Decision attached as Exhibit “4")

Dan M. McDaniel, Jr., Esquire and Fred L. Banks, Jr., Esquire, both with Phelps Dunbar, appeared on behalf of Mr. Maskatiya. Mr. Banks requested that his client be given more time and again requested a hearing.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative report, the Executive Director recommends that Mr. Karim Abdul Maskatiya be denied suitability.





APPLICATION FOR FINDING OF SUITABILITY - Robert Cucinotta

n Decision attached as Exhibit “5")

Dan M. McDaniel, Jr., Esquire and Fred L. Banks, Jr., Esquire, both with Phelps Dunbar, appeared on behalf of Mr. Cucinotta. Mr. Banks requested that his client be given more time and again requested a hearing.

EXECUTIVE DIRECTOR’S RECOMMENDATION: Based upon the investigative report, the Executive Director recommends that Mr. Robert Cucinotta be denied suitability.




Recommendation Regarding Work Permit Hearing Held and Decision Rendered on October 7, 2008.

Attached as Exhibit “6”)

1. Deloris A. Brown D on R 08-00197 (ND) EXECUTIVE DIRECTOR’S RECOMMENDATION: “The

Executive Director Recommends that the Commission accept the Findings of Fact and Recommendations of the Hearing Examiner, Joan Myers, Special Attorney General.”

Commissioner Hairston: Motion to reverse the recommendation and decision of the Hearing Examiner to deny Deloris Brown’s work permit renewal application.

Commissioner Canon: Second RECORDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES


W. REVIEW OF HEARING EXAMINER’S DECISION FOR HEARING HELD ON AUGUST 5, 2008.

(Documentation attached as Exhibit “7")


1. Marcy Bartman D on R 08-00272 (SD)

EXECUTIVE DIRECTOR’S RECOMMENDATION: The Executive Director recommends to the Commission that they decline to review the decision of the Hearing Examiner, Special Assistant Attorney General Joan Myers, in the matter of the denial of the work permit renewal application of Marcy Bartman.

Commissioner Canon: Motion to adopt recommendation and decision of the

Hearing Examiner. Chairman St. Pe�: Second RECORDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES


ITEM IV.

PUBLIC COMMENT None.

ITEM V.

CHARITABLE GAMING MATTERS A. RECOMMENDATION OF DENIAL OF LICENSURE – Animal Relief and Rescue

Fellowship, Inc. (Documentation attached as Exhibit “8”)

EXECUTIVE DIRECTOR’S RECOMMENDATION: The Executive Director recommends that the previously identified organization be Denied for licensure.

Commissioner Canon: Motion to adopt recommendation Commissioner Hairston: Second RECORDED VOTE: Chairman St. Pe’: YES Commissioner Canon: YES

Commissioner Hairston YES ITEM VI.

PUBLIC COMMENT


None.

ITEM VII.

ADJOURNMENT There being no further business, the meeting was adjourned at 9:50 a.m.

JERRY ST. PE�, CHAIRMAN

NOLEN CANON

JOHN M.HAIRSTON

LARRY K. GREGORY, EXECUTIVE DIRECTOR

ATTEST: THOMAS H. MUELLER SPECIAL ASSISTANT ATTORNEY GENERAL MISSISSIPPI GAMING COMMISSION

MINUTES OF THE MISSISSIPPI GAMING … · MINUTES OF THE MISSISSIPPI GAMING COMMISSION Regular...

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