Minutes of the Mississippi Gaming Commission September 23, 1999 Page 1

MINUTES OF THE MISSISSIPPI GAMING COMMISSION

Regular Monthly Meeting September 23, 1999

The regular monthly meeting of the Mississippi Gaming Commission was held at 9:00 a.m., Thursday, September 23, 1999, in the Stuart C. Irby, Jr. Conference Room at the Mississippi Gaming Commission, Jackson, Mississippi. Staff attending:

W. W. Gresham, Jr. Chairman, MS Gaming Commission Victor P. Smith, Commissioner, MS Gaming Commission Chuck Patton, Executive Director, MS Gaming Commission Larry Gregory, Deputy Director, MS Gaming Commission Mick Lura, Chief of Staff, MS Gaming Commission Charlene Pierce, Special Assistant Attorney General, Attorney General's Office Gary McGee, Director of Enforcement, MS Gaming Commission J. Ledbetter, Chief of Investigations, MS Gaming Commission Brenda Redfern, Director of Compliance, MS Gaming Commission Pam Carnathan, Assistant Division Director of Compliance, MS Gaming Commission Leigh Ann Cappaert, Administrative Assistant, MS Gaming Commission Teresa Tucker, Sr. Legal Secretary, Attorney General=s Office

Chairman W. W. Gresham, Jr. presided and called the meeting to order at 9:00 a.m. Chairman Gresham stated that Commissioner Robert Engram was not present at today’s meeting because of a prior business engagement.

Chuck Patton, Executive Director, announced the date for the October meeting would be October 18, 1999 at the Grand Casino, Oasis – Gulfport.

Brenda Redfern, Director of Compliance, was introduced and welcomed to the Commission.

ITEM I.

Commissioner Victor Smith gave the invocation.

Minutes of the Mississippi Gaming Commission September 23, 1999 Page 2

ITEM II.

APPROVAL OF MINUTES

A. August 19, 1999

EXECUTIVE DIRECTOR'S RECOMMENDATION: "The Executive Director recommends that the minutes of the August 19, 1999, meeting be adopted."

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

ITEM IV.

GAMING MATTERS

A. ANNOUNCEMENT OF QUARTERLY MEETING BETWEEN MISSISSIPPI GAMING COMMISSION AND CHOCTAW GAMING COMMISSION

The Compact between the State of Mississippi and the Choctaw Tribe requires quarterly meetings between the Mississippi Gaming Commission and the Choctaw Gaming Commission. This quarter’s meeting was held in conjunction with the September Gaming Commission meeting. Chairman Eddie Gibson and Commissioner Tom Benn were present.

No recommendation necessary.

B. RECOMMENDATION FOR LICENSURE – HWCC - Tunica d/b/a Hollywood Casino

Sam Begley, with Maxey, Wann, Begley & Fyke, came forward. Also present were Ed Kraft and John Osborne.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “With past Commission action, key principals of the company have been found suitable. The Executive Director recommends that they be granted an operator’s license to conduct business in the State of Mississippi subject to the following conditions:

Minutes of the Mississippi Gaming Commission September 23, 1999 Page 3

1) The license will be issued for a two-year period, beginning October 19, 1999;

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

5) Licensee must comply with the definition of navigable waters in §27- 109-1 of the Miss. Code of 1972, as amended; and

6) Pending the results of background agency checks of key principals.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

C. APPLICATION FOR FINDING OF SUITABILITY- Bally Gaming, Inc. and Rainbow Casino Vicksburg Partnership, L.P. d/b/a Rainbow Casino

1. Mr. David Duane Johnson (Updated) Senior Vice President, Secretary and General Counsel – Alliance Gaming Corp.; Secretary and Director – Bally Gaming International, Inc.; Secretary and Director – Bally Gaming, Inc.; and Secretary and Director – United Gaming Rainbow.

Tommy Shepherd, with Watkins, Ludlam, Winter & Stennis, came forward to introduce David Duane Johnson to the Commission. Minutes of the Mississippi Gaming Commission September 23, 1999 Page 4

EXECUTIVE DIRECTOR'S RECOMMENDATION: “Based upon the investigative reports, the Executive Director recommends that Mr. David Duane Johnson be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

D. REQUEST FOR APPROVAL OF LIMITED SOFT OPENING – Rainbow Casino Vicksburg Partnership, L.P. d/b/a Rainbow Casino

Tommy Shepherd, with Watkins, Ludlam, Winter & Stennis, and David D. Johnson, were present. Mr. Johnson stated that they broke ground in May and expected to be completed by the last of October for a November 1, 1999 opening.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that, subject to a final inspection by the Executive Director of the Mississippi Gaming Commission, the company be authorized to conduct a limited “soft” opening and subject to meeting all requirements of the Mississippi Gaming Commission, be allowed to open permanently.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

E. APPLICATION FOR FINDING OF SUITABILITY- Bally’s Olympia Limited Partnership d/b/a Bally’s Saloon and Gambling Hall, Grand Casinos of Mississippi, LLC – Gulfport, Grand Casinos of Mississippi, Inc. – Biloxi and BL Development Corp. d/b/a Grand Casino - Tunica

1. Mr. Mark Ranne Dodson (Initial) Executive Vice President - Park Place Entertainment

Tommy Shepherd, with Watkins, Ludlam, Winter & Stennis, came forward to introduce Mark Ranne Dodson to the Commission. Minutes of the Mississippi Gaming Commission September 23, 1999 Page 5

EXECUTIVE DIRECTOR'S RECOMMENDATION: “Based upon the investigative reports, the Executive Director recommends that Mr. Mark Ranne Dodson be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

F. REQUEST FOR CONTINUOUS APPROVAL OF PUBLIC OFFERINGS AND PRIVATE PLACEMENTS – Bally’s Olympia Limited Partnership d/b/a Bally’s Saloon and Gambling Hall, Grand Casinos of Mississippi, LLC – Gulfport, Grand Casinos of Mississippi, Inc. – Biloxi and BL Development Corp. d/b/a Grand Casino - Tunica

Tommy Shepherd, with Watkins, Ludlam, Winter & Stennis, was present.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Mississippi Gaming Commission exempt Park Place Entertainment Corporation, a publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities for a period of two years. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order. An application for approval shall be submitted two weeks prior to any public offering and/or private placement of any securities of Park Place Entertainment Corporation of which the proceeds are to be used as defined in Regulation II.H.6.b. of the Mississippi Gaming Commission. The Executive Director may shorten the two-week period upon written agreement with the applicant. 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 or private placements of securities.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to Park Place Entertainment Corporation and its affiliated subsidiaries, for a period of two years, to pledge the equity interests or securities of their affiliated subsidiaries pursuant to a public offering or Minutes of the Mississippi Gaming Commission September 23, 1999 Page 6

private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to Park Place Entertainment Corporation and its affiliated subsidiaries, for a period of two years, 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 their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to the affiliated subsidiaries of Park Place Entertainment Corporation, for a period of two years, to guarantee the equity interests or securities issued by Park Place Entertainment Corporation, pursuant to a public offering or private placement made under the approval granted pursuant to paragraph 1, above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by equity interests or securities issued by Park Place Entertainment Corporation, pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

Park Place Entertainment Corporation shall report to the Executive Director of the Mississippi Gaming Commission any transaction conducted pursuant to paragraphs 2, 3 or 4, above, no later than two weeks after its closing.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

G. APPLICATION FOR FINDING OF SUITABILITY - Fitzgeralds Mississippi, Inc. d/b/a Fitzgeralds Casino - Tunica.

1. Mr. Philip Patrick Hannifin (Updated) Executive Vice President and Director – Fitzgeralds Gaming Corporation.

Scott Andress, with Eaton and Cottrell, came forward and introduced Philip Patrick Hannifin to the Commission. Minutes of the Mississippi Gaming Commission September 23, 1999 Page 7

EXECUTIVE DIRECTOR'S RECOMMENDATION: “Based upon the investigative reports, the Executive Director recommends that Mr. Philip Patrick Hannifin be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

H. REQUEST FOR CONTINUOUS APPROVAL OF PUBLIC OFFERINGS AND PRIVATE PLACEMENTS – IGT

Scott Andress, with Eaton and Cottrell, came forward.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that 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 for a period of two years. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order. An application for approval shall be submitted two weeks prior to any public offering and/or private placement of any securities of International Game Technology of which the proceeds are to be used as defined in Regulation II.H.6.b. of the Mississippi Gaming Commission. The Executive Director may shorten the two-week period upon written agreement with the applicant. 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 or private placements of securities.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to International Game Technology and its affiliated subsidiaries, for a period of two years, to pledge the equity interests or securities of their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

Minutes of the Mississippi Gaming Commission September 23, 1999 Page 8

The Executive Director recommends that the Mississippi Gaming Commission grant approval to International Game Technology and its affiliated subsidiaries, for a period of two years, 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 their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to the affiliated subsidiaries of International Game Technology, for a period of two years, to guarantee the equity interests or securities issued by International Game Technology, pursuant to a public offering or private placement made under the approval granted pursuant to paragraph 1, above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by equity interests or securities issued by International Game Technology, pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

International Game Technology shall report to the Executive Director of the Mississippi Gaming Commission any transaction conducted pursuant to paragraphs 2, 3 or 4, above, no later than two weeks after its closing.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

I. APPLICATION FOR FINDING OF SUITABILITY - MGC, Inc.

1. Mr. David John Thompson (Updated) Chairman, President and Chief Executive Officer – Mikohn Gaming Corporation

2. Mr. Donald Wilson Stevens (Updated) Executive Vice President, Treasurer and Chief Financial Officer – Mikohn Gaming Corporation

Dan Hise, with Butler Snow, came forward and introduced David John Thompson and Donald Wilson Stevens to the Commission. Minutes of the Mississippi Gaming Commission September 23, 1999 Page 9

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

1. Mr. David John Thompson; and 2. Mr. Donald Wilson Stevens.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

J. REQUEST FOR CONTINUOUS APPROVAL OF PUBLIC OFFERINGS AND PRIVATE PLACEMENTS – Beau Rivage Resorts, Inc. and Beau Rivage Distribution Corp.

Dan Hise, with Butler Snow, was present.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Mississippi Gaming Commission exempt Mirage Resorts Incorporated, a publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities for a period of two years. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order. An application for approval shall be submitted two weeks prior to any public offering and/or private placement of any securities of Mirage Resorts Incorporated of which the proceeds are to be used as defined in Regulation II.H.6.b. of the Mississippi Gaming Commission. The Executive Director may shorten the two-week period upon written agreement with the applicant. 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 or private placements of securities.

The Executive Director recommends that the Mississippi Gaming Minutes of the Mississippi Gaming Commission September 23, 1999 Page 10

Commission grant approval to Mirage Resorts Incorporated and its affiliated subsidiaries, for a period of two years, to pledge the equity interests or securities of their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to Mirage Resorts Incorporated and its affiliated subsidiaries, for a period of two years, 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 their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to the affiliated subsidiaries of Mirage Resorts Incorporated, for a period of two years, to guarantee the equity interests or securities issued by Mirage Resorts Incorporated, pursuant to a public offering or private placement made under the approval granted pursuant to paragraph 1, above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by equity interests or securities issued by Mirage Resorts Incorporated, pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

Mirage Resorts Incorporated shall report to the Executive Director of the Mississippi Gaming Commission any transaction conducted pursuant to paragraphs 2, 3 or 4, above, no later than two weeks after its closing.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

K. APPLICATION FOR FINDING OF SUITABILITY- UNIDESA, U.S.A., Inc.

1. Mr. Manuel Lao Hernandez (Updated) President and Director – UNIDESA, U.S.A., Inc.; President and Director – L & G CIRSA Corporation, S.A.; President and Director – Leisure & Gaming Corporation, S.L.; and

Minutes of the Mississippi Gaming Commission September 23, 1999 Page 11

2. Mr.Eduardo Antonja Giralt (Updated) Vice President - UNIDESA, U.S.A., Inc.; Managing Director- UNIDESA; and

3. Mr. Charles F. Harrison (Initial) Secretary – UNIDESA, U.S.A., Inc.; and

4. Mr. David W. Mena (Initial) North American Manager – UNIDESA, U.S.A., Inc.

Dan McDaniel, with Phelps Dunbar, came forward to introduce Charles F. Harrison and David W. Mena to the Commission. Mr. Manuel Lao Hernandez was excused from attending the meeting for health reasons.

MR. EDUARDO ANTONJA GIRALT’S FINDING OF SUITABILITY WAS HELD OVER UNTIL NEXT MONTH’S MEETING.

1. Mr. Manuel Lao Hernandez; 2. Mr. Charles F. Harrison; and 3. Mr. David W. Mena.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

L. REQUEST FOR CONTINUOUS APPROVAL FOR INVOLVEMENT IN FOREIGN GAMING – UNIDESA, U.S.A., Inc.

Dan McDaniel, with Phelps Dunbar, was present. Also present were Charles F. Harrison and David W. Mena for UNIDESA.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Mississippi Gaming Commission waive the requirements of sections §75-76-269 through §75-76-277 of the Gaming Control Act, as consistent with public policy of the State of Mississippi concerning gaming, for UNIDESA, U.S.A., Inc. and any related “licensee,” as defined in section §75-76-269(b), to be involved in foreign gaming in the Minutes of the Mississippi Gaming Commission September 23, 1999 Page 12

jurisdiction of Buenos Aires, Argentina.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

M. REQUEST FOR CONTINUOUS APPROVAL OF PUBLIC OFFERINGS AND PRIVATE PLACEMENTS – Riverboat Corporation of Mississippi - Vicksburg d/b/a Isle of Capri - Vicksburg, Riverboat Corporation of Mississippi d/b/a Isle of Capri Casino - Biloxi and Isle of Capri Casino - Tunica, Inc.

Dan McDaniel, with Phelps Dunbar, came forward.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Mississippi Gaming Commission exempt Isle of Capri Casinos, Inc., a publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities for a period of two years. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order. An application for approval shall be submitted two weeks prior to any public offering and/or private placement of any securities of Isle of Capri Casinos, Inc. of which the proceeds are to be used as defined in Regulation II.H.6.b. of the Mississippi Gaming Commission. The Executive Director may shorten the two-week period upon written agreement with the applicant. 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 or private placements of securities.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to Isle of Capri Casinos, Inc. and its affiliated subsidiaries, for a period of two years, to pledge the equity interests or securities of their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to Isle of Capri Casinos, Inc. and its affiliated Minutes of the Mississippi Gaming Commission September 23, 1999 Page 13

subsidiaries, for a period of two years, 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 their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to the affiliated subsidiaries of Isle of Capri Casinos, Inc., for a period of two years, to guarantee the equity interests or securities issued by Isle of Capri Casinos, Inc., pursuant to a public offering or private placement made under the approval granted pursuant to paragraph 1, above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by equity interests or securities issued by Isle of Capri Casinos, Inc., pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

Isle of Capri Casinos, Inc. shall report to the Executive Director of the Mississippi Gaming Commission any transaction conducted pursuant to paragraphs 2, 3 or 4, above, no later than two weeks after its closing.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

N. REQUEST FOR CONTINUOUS APPROVAL OF PUBLIC OFFERINGS AND PRIVATE PLACEMENTS – WMS Gaming, Inc.

Dan McDaniel, with Phelps Dunbar, came forward.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Mississippi Gaming Commission exempt WMS Industries, Inc., a publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities for a period of two years. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order. An application for approval shall be submitted two weeks prior to any public offering and/or private placement of any securities of WMS Industries, Inc. of which the proceeds are to be used as defined in Regulation II.H.6.b. of the Mississippi Gaming Commission. The Executive Director may shorten the two-week period upon written agreement with the applicant. This recommendation for exemption is conditioned on compliance Minutes of the Mississippi Gaming Commission September 23, 1999 Page 14

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 or private placements of securities.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to WMS Industries, Inc. and its affiliated subsidiaries, for a period of two years, to pledge the equity interests or securities of their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to WMS Industries, Inc. and its affiliated subsidiaries, for a period of two years, 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 their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to the affiliated subsidiaries of WMS Industries, Inc., for a period of two years, to guarantee the equity interests or securities issued by WMS Industries, Inc., pursuant to a public offering or private placement made under the approval granted pursuant to paragraph 1, above, and to hypothecate their assets to secure the payment or performance of obligations evidenced by equity interests or securities issued by WMS Industries, Inc., pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

WMS Industries, Inc. shall report to the Executive Director of the Mississippi Gaming Commission any transaction conducted pursuant to paragraphs 2, 3 or 4, above, no later than two weeks after its closing.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

O. REQUEST FOR CONTINUOUS APPROVAL OF PUBLIC OFFERINGS AND Minutes of the Mississippi Gaming Commission September 23, 1999 Page 15

PRIVATE PLACEMENTS – Shuffle Master of Mississippi, Inc.

Dan McDaniel, with Phelps Dunbar, came forward.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Mississippi Gaming Commission exempt Shuffle Master, Inc., a publicly traded corporation, from the requirement to obtain prior approval of continuous public offerings and/or private placements of its securities for a period of two years. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order. An application for approval shall be submitted two weeks prior to any public offering and/or private placement of any securities of Shuffle Master, Inc. of which the proceeds are to be used as defined in Regulation II.H.6.b. of the Mississippi Gaming Commission. The Executive Director may shorten the two-week period upon written agreement with the applicant. 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 or private placements of securities.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to Shuffle Master, Inc. and its affiliated subsidiaries, for a period of two years, to pledge the equity interests or securities of their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to Shuffle Master, Inc. and its affiliated subsidiaries, for a period of two years, 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 their affiliated subsidiaries pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

The Executive Director recommends that the Mississippi Gaming Commission grant approval to the affiliated subsidiaries of Shuffle Master, Inc., for a period of two years, to guarantee the equity interests or securities issued by Shuffle Master, Inc., pursuant to a public offering or private placement made under the approval granted pursuant to paragraph 1, above, Minutes of the Mississippi Gaming Commission September 23, 1999 Page 16

and to hypothecate their assets to secure the payment or performance of obligations evidenced by equity interests or securities issued by Shuffle Master, Inc., pursuant to a public offering or private placement made under the approval granted by paragraph 1, above.

Shuffle Master, Inc. shall report to the Executive Director of the Mississippi Gaming Commission any transaction conducted pursuant to paragraphs 2, 3 or 4, above, no later than two weeks after its closing.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

P. APPLICATION FOR FINDING OF SUITABILITY - Magnolia Lady, Inc. d/b/a Lady Luck Rhythm and Blues Casino - Hotel

1. Mr. Neal Miller (Updated) General Manager and Vice President of Mississippi Operations

Wilson Carroll, in-house counsel for Lady Luck Gaming Corp., came forward to introduce Neal Miller to the Commission. EXECUTIVE DIRECTOR'S RECOMMENDATION: “Based upon the investigative reports, the Executive Director recommends that Mr. Neal Miller be found suitable to be associated with a gaming license granted under the Mississippi Gaming Control Act.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES Minutes of the Mississippi Gaming Commission September 23, 1999 Page 17

Q. REQUEST TO SURRENDER LICENSE – Lady Luck Biloxi, Inc.

Wilson Carroll, in-house counsel for Lady Luck Gaming Corp., was present.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Commission accept the surrender of the license of Lady Luck Biloxi, Inc. as an operator.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

R. REQUEST FOR CONTINUOUS APPROVAL FOR INVOLVEMENT IN FOREIGN GAMING – Lady Luck Gaming Finance Corporation, Lady Luck Mississippi, Inc. d/b/a Lady Luck Natchez, Magnolia Lady, Inc. d/b/a Lady Luck Rhythm and Blues Casino - Hotel and Lady Luck Vicksburg

Wilson Carroll, in-house counsel for Lady Luck Gaming Corp., was present.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Mississippi Gaming Commission waive the requirements of sections §75-76-269 through §75-76-277 of the Gaming Control Act, as consistent with public policy of the State of Mississippi concerning gaming, for Lady Luck Gaming Corporation and any related “licensee”, as defined in section §75-76-269(b), to be involved in foreign gaming in the jurisdiction of Nevada.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

S. REQUEST FOR APPROVAL OF PUBLIC OFFERINGS AND PRIVATE PLACEMENTS – Lady Luck Gaming Finance Corporation, Lady Luck Mississippi, Inc. d/b/a Lady Luck Natchez, Magnolia Lady, Inc. d/b/a Lady Luck Rhythm and Blues Casino - Hotel and Lady Luck Vicksburg

Wilson Carroll, in-house counsel for Lady Luck Gaming Corp., was present.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Minutes of the Mississippi Gaming Commission September 23, 1999 Page 18

Director recommends that the Mississippi Gaming Commission approve Lady Luck Gaming Corporation’s request for a public offering and private placement of debt securities. The Mississippi Gaming Commission grants the Executive Director the power to issue an interlocutory stop order. 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 offer or private placement of debt securities.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

T. REQUEST FOR APPROVAL OF GUARANTY – Lady Luck Gaming Finance Corporation, Lady Luck Mississippi, Inc. d/b/a Lady Luck Natchez, Magnolia Lady, Inc. d/b/a Lady Luck Rhythm and Blues Casino - Hotel and Lady Luck Vicksburg

Wilson Carroll, in-house counsel for Lady Luck Gaming Corp., was present.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the licensed affiliated subsidiaries of Lady Luck Gaming Corporation be approved to guarantee the Senior Subordinated Notes under the conditions specified in the request.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

U. PROPOSED AMENDMENTS – Public Notice

(Copy attached as Exhibit “1”).

1. MGC Regulation I. Organization and Administration, C. Public and Confidential Records, Section 1. Definitions, (g)

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the proposed amendments to MGC Regulation I. Minutes of the Mississippi Gaming Commission September 23, 1999 Page 19

Organization and Administration, C. Public and Confidential Records, Section 1. Definitions, (g) be adopted for public notice.” Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

U. PROPOSED AMENDMENTS – Public Notice

(Copy attached as Exhibit “2”).

2. MGC Regulation II. Licensing, A. Applications, Section 3. Licenses and Other Commission Actions, (a)

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the proposed amendments to MGC Regulation II. Licensing, A. Applications, Section 3. Licenses and Other Commission Actions, (a) be adopted for public notice.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

U. PROPOSED AMENDMENTS – Public Notice

(Copy attached as Exhibit “3”).

3. MGC Regulation II. Licensing, A. Applications, Section 7. Application and Investigative Fees, (b)

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the proposed amendments to MGC Regulation II. Licensing, A. Applications, Section 7. Application and Investigative Fees, (b) be adopted for public notice.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES Minutes of the Mississippi Gaming Commission September 23, 1999 Page 20

U. PROPOSED AMENDMENTS – Public Notice

(Copy attached as Exhibit “4”).

4. MGC Regulation III. Operations, A. In General, Section 8. Gaming By, and Issuance of Gaming Credit to, Owners, Directors, Officers and Employees, (a)

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the proposed amendments to MGC Regulation III. Operations, A. In General, Section 8. Gaming By, and Issuance of Gaming Credit to, Owners, Directors, Officers and Employees, (a) be adopted for public notice.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

U. PROPOSED AMENDMENTS – Public Notice

(Copy attached as Exhibit “5”).

5. MGC Regulation VII. Internal Controls for Gaming Establishments, A. Definitions, (11)

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the proposed amendments to MGC Regulation VII. Internal Controls for Gaming Establishments, A. Definitions, (11) be adopted for public notice.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES Minutes of the Mississippi Gaming Commission September 23, 1999 Page 21

V. PROPOSED AMENDMENTS – Final Adoption

(Copy attached as Exhibit “6”).

1. MGC Regulation VII. Internal Controls for Gaming Establishments, A. Definitions, Section 1 (a) and (b) “Baccarat Commissions” and G. Gross Revenue Computations, Sections 12-13

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Commission give approval for final adoption of the proposed amendments to MGC Regulation VII. Internal Controls for Gaming Establishments, A. Definitions, Section 1 (a) and (b) “Baccarat Commissions” and G. Gross Revenue Computations, Sections 12 – 13.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

W. RECOMMENDATIONS REGARDING WORK PERMIT HEARINGS HELD AND DECISIONS RENDERED ON JUNE 1, 1999,JULY 7, 1999,JULY 13, 1999, AUGUST 9, 1999 AND AUGUST 10, 1999

(Copies attached as Exhibit “7” collectively).

HEARING EXAMINER’S DECISIONS:

The following work permits were revoked:

John T. Hicks Chastity A. Butler Shelia A. Swain Mary Smith-Powell Gwin Williams Erica Tradup

The following work permit revocation recommendation was dismissed:

Tiffany J. Washington Minutes of the Mississippi Gaming Commission September 23, 1999 Page 22

The following work permit denial application was withdrawn:

Lawrence Williams

The following work permit denial was reversed upon meeting certain conditions:

Johnnie Willis

The following work permits were expired and of no force and effect:

Elisa M. Coney Charles R. Moore Patty M. Smith Noel Smoot Gregory J. White Tommy L. Woods

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Commission accept into the minutes the Findings of Facts and recommended actions of the Hearing Examiner, Special Assistant Attorney General Larry J. Stroud.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

X. RECOMMENDATION REGARDING PLAYER DISPUTE HEARINGS HELD AND DECISIONS RENDERED FOR JULY 14, 1999 AND JULY 16, 1999 IN GULFPORT, MISSISSIPPI AND JULY 20, 1999, JULY 21, 1999 AND JULY 22, 1999 IN JACKSON, MISSISSIPPI

(Copies attached as Exhibit “8” collectively).

1. Bernice Morissey vs. Beau Rivage Casino, Biloxi 2. Ethel Abrams vs. Isle of Capri Casino, Biloxi 3. Seyed F. Toliat vs. Ameristar Casino, Vicksburg 4. Billy Rinehart vs. Isle of Capri Casino, Vicksburg 5. Nancy Black vs. Ameristar Casino, Vicksburg Minutes of the Mississippi Gaming Commission September 23, 1999 Page 23

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

Y. REVIEW OF HEARING EXAMINER’S DECISION - Player Dispute

(Copy attached as Exhibit “9”).

1. Hollywood Casino-Tunica vs. Steve Young

Sam Begley, counsel for Hollywood Casino-Tunica, came forward to ask the Commission to review the Hearing Examiner’s decision in this matter.

Commissioner Smith stated that there needed to be clearer rules regarding promotions by the casinos. EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Commission decline to review Hollywood Casino’s request for review of the Hearing Examiner’s decision.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

Y. APPLICATION FOR RECONSIDERATION OF GAMING WORK PERMIT – Unanimous Approval of Commission Required

1. David V. Sauls

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Commission unanimously approve the application of David V. Sauls for a gaming work permit.”

Commissioner Smith: Move to adopt recommendation Minutes of the Mississippi Gaming Commission September 23, 1999 Page 24

Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

ITEM IV.

PUBLIC COMMENTS - GAMING

Commissioner Victor Smith requested a report from Betty Greer with the Mississippi Council on Problem and Compulsive Gambling regarding the training they had done with the casinos. Ms. Greer reported that they had trained with 20 casinos, 70 people had been trained as “trainers,” and intervention training was done at one casino. Ms. Greer told the Commission that the MCPCG annual training seminar was to be held soon, and provided MGC staff with posters for this seminar.

Mr. Chuck Patton, Executive Director, asked Ms. Greer if they had done any training with the bingo licensees. Ms. Greer stated that they had sent out information to several bingo halls, but at this time there had been no request for training.

A recess was taken at 10:21 a.m. Charitable Bingo matters to be taken up next.

Meeting was reconvened at 10:50 a.m.

Staff present:

W. W. Gresham, Jr. Chairman, MS Gaming Commission Victor P. Smith, Commissioner, MS Gaming Commission Chuck Patton, Executive Director, MS Gaming Commission Larry Gregory, Deputy Director, MS Gaming Commission Charlene Pierce, Special Assistant Attorney General, Attorney General's Office Rick Ward, Director of Charitable Bingo Division, MS Gaming Commission Gary McGee, Director of Enforcement, MS Gaming Commission Brenda Redfern, Director of Compliance, MS Gaming Commission Doug Tyron, Division Director of Charitable Bingo Division, MS Gaming Commission JoAn Miller, Charitable Bingo Division, MS Gaming Commission Rodney Smith, Charitable Bingo Division, MS Gaming Commission Don Howarth, Charitable Bingo Division, MS Gaming Commission Bill Addy, Charitable Bingo Division, MS Gaming Commission Pam Carnathan, Assistant Director of Compliance, MS Gaming Commission Minutes of the Mississippi Gaming Commission September 23, 1999 Page 25

Joel Jones, Special Assistant Attorney General, Attorney General’s Office Teresa Tucker, Sr. Legal Secretary, Attorney General=s Office

ITEM V.

CHARITABLE BINGO MATTERS

A. APPROVALS FOR LICENSURE

(Copy attached to the minutes as Exhibit “10”).

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the attached list of organizations be approved for licensure”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

B. DENIALS FOR LICENSURE

(Copy attached as Exhibit “11” and “12”).

1. Bingo Pro 2. U.S. Amusements & Novelties, Inc.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that U. S. Amusements & Novelties, Inc. be denied a Distributor license.

In addition, the Executive Director recommends that the Commission approve an additional basis for the denial of a manufacturer license to Bingo Pro. The Commission voted to deny Bingo Pro’s application in its July, 1999 meeting. Subsequently, this Division has discovered information that would provide an additional, independent basis for denial. “ Minutes of the Mississippi Gaming Commission September 23, 1999 Page 26

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

C. TEMPORARY CHARITABLE BINGO LICENSE

1. Recovery Lodge, Inc.

EXECUTIVE DIRECTOR'S RECOMMENDATION: “The Executive Director recommends that the Commission issue a 30-day temporary license to Recovery Lodge, Inc.”

Commissioner Smith: Move to adopt recommendation Chairman Gresham: Second

RECORDED VOTE: Chairman Gresham: YES Commissioner Smith: YES

ITEM VI.

PUBLIC COMMENTS – CHARITABLE BINGO MATTERS

Bucky Murphy, board member of Recovery Lodge, Inc., asked to be recognized. Mr. Murphy wanted to apologize for his comments that had been printed in the media. He stated that he meant no disparagement toward the Mississippi Gaming Commission or its staff.

John Marley, M&M Operators, Inc., stated that the editorial that was recently printed in the Clarion Ledger affected the public’s perception of the bingo industry. Patrice Sawyer, a reporter with the Clarion Ledger, recommended that representatives of the bingo industry meet with the Editorial Board of the paper to clear up any questions or concerns that they had.

Minutes of the Mississippi Gaming Commission September 23, 1999 Page 27

ITEM VII.

ADJOURNMENT

There being no further business, the meeting was adjourned at 11:02 a.m.

______W. W. GRESHAM, JR., CHAIRMAN

______VICTOR P. SMITH, COMMISSIONER

______CHARLES PATTON, EXECUTIVE DIRECTOR

COMMISSIONER ROBERT ENGRAM WAS NOT PRESENT.

ATTEST:

Teresa Tucker