UNITED STATES BANKRUPTCY COURT EASTERN DISTRICT OF MISSOURI EASTERN DIVISION In Re: Case No. 02-53005-659, PRESIDENT CASINOS, INC. et al., Chapter 11 (Jointly Administered) Debtors, PUBLICATION NOTICE OF HEARING ON LIQUIDATION TRUSTEE'S MOTION FOR CONFIRMATION OF FIRST LIQUIDATION DISTRIBUTION AND APPROVAL OF SECOND LIQUIDATION DISTRIBUTION To All Claimants of Beneficial Interests in the President Casinos, Inc. Liquidation Trust: Background PLEASE TAKE NOTICE that the Liquidation Trustee of the President Casinos, Inc. Liquidation Trust has filed the "Third Amended Motion for an Interim Order Approving Notices to Potential Claimants and for Confirmation of First Liquidation Distribution and Approval of Second Liquidation Distribution" ("Motion for Approval") in these jointly administered bankruptcy cases, which are pending in the United States Bankruptcy Court for the Eastern District of Missouri (the "Bankruptcy Court") in Case No. 02-53005-659. The Motion for Approval is available for inspection at the Office of the Clerk of the Bankruptcy Court during normal business hours. It also can be accessed electronically through the Bankruptcy Court's PACER system. PLEASE TAKE FURTHER NOTICE that pursuant to a Liquidation Trust Agreement dated as of December 8, 2008 ("Liquidation Trust Agreement"), which also is the effective date of the Jointly Proposed Chapter 11 Plan of Liquidation of President Casinos, Inc. ("President Casinos"), and PRC Management, Inc. (collectively, together with President Casinos, the "Debtors") dated August 27, 2008 (the "Plan"), a liquidating trust (the "Liquidation Trust") was formed in accordance with the terms of the Plan. Henry Gusky (the "Liquidation Trustee") serves as sole trustee of the Liquidation Trust. PLEASE TAKE FURTHER NOTICE that the common stock of President Casinos ("Common Stock") was cancelled by the Bankruptcy Court on December 8, 2008 ("the Record Date"), the Debtors' assets (mostly claims in pending litigation) were transferred to the Liquidation Trust, the Debtors were dissolved, and the owners of the Common Stock were deemed to have received pro rata beneficial interests in the Liquidation Trust. Under the terms of the Plan, these beneficial interests were not transferrable, except in certain narrow circumstances not relevant to the Motion for Approval. PLEASE TAKE FURTHER NOTICE that prior to their cancellation, shares of President Casinos were held either directly by registered owners or in "street name." When shares in a corporation are held in "street name," the person who actually owns the shares (the "Beneficial Owner") does not appear as the owner of the shares on the records of the corporation itself; instead, the Beneficial Owner's broker keeps a record in its books that the person owns that particular security. In the case of the President Casinos' Common Stock, the record holder of President Casinos Common Stock held in street name was at all times Cede & Co. ("Cede"), the nominee of the Depository Trust Company ("DTC"), a securities depository and clearing agency registered with the Securities and Exchange Commission for the settlement of trades in corporate and municipal securities on behalf of the financial institutions and brokers that constitute its "Participants." The brokers and financial institution Participants, in turn, were the only ones who actually knew who the Beneficial Owners of the Common Stock were. Although the Common Stock was cancelled on the Record Date, and therefore all trading in the Common Stock should have ceased at that time, some Common Stock continued to trade after the Record Date despite the Liquidation Trustee's efforts to halt the trading. For a more detailed explanation of these background facts, please see the Motion for Approval and the Exhibits attached thereto. Why This Notice Is Being Published The Motion for Approval may affect your rights if you claim to have held Common Stock on the Record Date, or to have bought Common Stock after the Record Date. If you make any such claim, you fall into one or more of the following categories: " You held the Common Stock directly in your own name, as of the close of business on December 8, 2008 ("Record Date Registered Owner"); " You held the Common Stock "in street name" through a brokerage house or other financial institution and therefore were a Beneficial Owner of the Common Stock as of the close of business on December 8, 2008 ("Record Date Beneficial Owner"); " You are a Record Date Beneficial Owner who claims to have sold some or all of the Common Stock you had held in street name, after the close of business on December 8, 2008 ("Post-Record Date Beneficial Seller"); " You claim to have purchased the Common Stock after the close of business on December 8, 2008 ("Post-Record Date Beneficial Purchaser"). Potential Conflicting Claims on the Liquidation Trust As set forth in detail in the Motion for Approval, in July, 2011, the Liquidation Trust commenced a distribution (the "First Liquidation Distribution") as required by the Plan to Record Date Registered Owners and to Cede, which was the only registered holder of the Common Stock owned by the Record Date Beneficial Owners who held their Common Stock in street name. It was the Liquidation Trustee's intention that DTC would distribute the proceeds received by Cede to its Participants based on the Participants' holdings of the Common Stock as of the Record Date and that the Participants would then distribute the proceeds received by Cede to Record Date Beneficial Owners only. After the First Liquidation Distribution, one Post-Record Date Beneficial Seller alleged that it was deprived of a portion of its pro rata share of the First Liquidation Distribution. Although no other alleged Post-Record Date Beneficial Sellers have ever complained to the Liquidation Trustee, the Liquidation Trustee is aware that there were likely other Post-Record Date Beneficial Sellers. Moreover, a number of Post-Record Date Beneficial Purchasers and their representatives have also contacted the Liquidation Trustee claiming entitlement to a pro rata share of all liquidation distributions corresponding to the number of shares of the cancelled Common Stock of President Casinos that these Post-Record Date Beneficial Purchasers claimed to have purchased after the Record Date. In light of these potential conflicting claims to the proceeds of the Liquidation Trust asserted by Post-Record Date Beneficial Sellers and Post-Record Date Beneficial Purchasers, the Liquidation Trustee has concluded that he cannot move forward with the proposed Second Liquidation Distribution or any other or final distribution absent a determination by the Bankruptcy Court as to the effect of the alleged sales and purchases of the cancelled shares of President Casinos Common Stock. Consequently, on October 15, 2013, the Liquidation Trustee filed a Motion for Approval, on December 6, 2013, he filed the Amended Motion, on January 6, 2014, he filed the Second Amended Motion for Approval, and on February 12, 2014, he filed the present Motion for Approval seeking (i) confirmation that he fulfilled his duties as Liquidation Trustee in connection with the First Liquidation Distribution and (ii) guidance from the Bankruptcy Court as to the Second Liquidation Distribution. The Bankruptcy Court has scheduled a hearing on the Motion for Approval on September 23, 2014 at 10:00 a.m. Central Daylight Time to be held inUnited State Bankruptcy Court, Thomas F. Eagleton United States Courthouse, Courtroom 7 North, 111 South Tenth Street, St. Louis, MO 63102 Written Responses You or your attorney may submit a written response to the Liquidation Trustee's Motion for Approval no later than September 9, 2014. You are welcome to attend the Hearing in person but you are not required to do so in order to have the concerns set forth in your written response considered by the Bankruptcy Court. Written responses must be filed electronically using the Bankruptcy Court's Electronic Filing ("ECF") system or sent by regular mail to the following address: Clerk of Court, CASE NO. 02-53005-659, United States Bankruptcy Court, Thomas F. Eagleton United States Courthouse, 111 South Tenth Street, 4th Floor, St. Louis, MO 63102 With a Copy to: Henry Gusky, Liquidation Trustee, c/o K&L Gates LLP, K&L Gates Center, 210 Sixth Avenue, Pittsburgh, Pennsylvania 15222, Attn: Joseph Leibowicz, Esq., joseph.leibowicz@klgates.com and George Cheever, Esq., george.cheever@klgates.com, 412-355-6501 (facsimile) and must prominently include the following identifying information on the first and on the upper right hand corner of each subsequent page of the document: IN RE PRESIDENT CASINOS, INC., CASE NO. 02-53005-659 Failure to include this information on the written response may result in your response not being considered in connection with the Motion for Approval. Contents of Any Written Response All written responses should include the following information: If you are a Post-Record Date Beneficial Seller: Your Name, The number of shares of Common Stock you held on the Record Date, The number of shares of Common Stock you beneficially owned on the Record Date, The name of the broker or financial institution where you held your shares, Each date on which you purported to sell such shares of Common Stock and the price per share and number of shares purportedly sold on each such date, Total amount you were paid for all shares of Common Stock you purported to sell after the Record Date, The identity of the broker or brokers, if any, who executed each such sale, The identity of the Post-Record Date Purchaser, if known, for each such sale, Whether you received any additional distribution, consideration, or compensation in connection with the alleged sale of these shares of Common Stock, whether or not in connection with the First Liquidation Distribution, The dollar amount, if any, you received in connection with the First Liquidation Distribution, Whether you believe you were entitled to your ratable share of the proceeds of the First Liquidation Distribution from the Liquidation Trust on account of any or all of the shares of Common Stock you purported to sell after the Record Date, Whether you believe you are entitled to share in the proceeds of the Second Liquidation Distribution or any further or final distribution from the Liquidation Trust on account of any or all of the shares of Common Stock you purported to sell after the Record Date, Any other facts or arguments you would like the Bankruptcy Court to consider in deciding the Motion for Approval, Whether you or your representative plan to attend the Hearing on the Motion for Approval If you are a Post-Record Date Beneficial Purchaser: Your Name, The number of shares of Common Stock, if any, you beneficially owned on the Record Date, The number of shares of Common Stock you purported to purchase after the Record Date, The name of the broker or financial institution where you held your shares, Each date on which you purported to purchase such shares of Common Stock and the price per share and number of shares purportedly purchased on each such date, The total amount you paid for all shares of Common Stock you purported to purchase after the Record Date, The identity of the broker or brokers, if any, who executed each such purchase, The identity of the Post-Record Date Seller, if known, for each such sale, Whether you paid any additional distribution, consideration, or compensation for such shares, whether or not in connection with the First Liquidation Distribution, The dollar amount, if any, you received in connection with the First Liquidation Distribution, Whether you believe you were entitled to share in the proceeds of the First Liquidation Distribution from the Liquidation Trust on account of any or all of the shares of Common Stock you purported to purchase after the Record Date, Whether you believe you are entitled to share in the proceeds of the Second Liquidation Distribution or any further or final distribution from the Liquidation Trust on account of any or all of the shares of Common Stock you purported to purchase after the Record Date, Any other facts or arguments you would like the Bankruptcy Court to consider in deciding the Motion for Approval, Whether you or your representative plan to attend the Hearing on the Motion for Approval. Note to Record Date Registered Owners and Record Date Beneficial Holders: If you are a Record Date Registered Owner or a Record Date Beneficial Owner who did not purport to sell or purchase any Common Stock after the Record Date, then the Motion for Approval should not affect your pro rata share of the proceeds of the Second Liquidation Distribution or any subsequent or final distribution. If you nevertheless desire to submit a written response concerning the Liquidation Trustee's Motion for Approval, please provide the following: If you are a Record Date Registered Owner Only (that is, you did not purport to sell or purchase after the Record Date) Your name, The number of shares of Common Stock you owned directly on the Record Date, The name of the broker or financial institution, if any, where you held your shares, Any facts or arguments you would like the Bankruptcy Court to consider in deciding the Motion for Approval, Whether you or your representative plan to attend the Hearing on the Motion for Approval. If you are a Record Date Beneficial Owner Only (that is, you did not purport to sell or purchase after the Record Date) Your name, The number of shares of Common Stock you beneficially owned on the Record Date, The name of the broker or financial institution where you held your beneficially owned shares, Any other facts or arguments you would like the Bankruptcy Court to consider in deciding the Motion for Approval, Whether you or your representative plan to attend the Hearing on the Motion for Approval Further Questions or Concerns If you have any further questions, comments, or concerns regarding the Motion for Approval, the Liquidation Trust, or this Notice, please feel free to mail or e-mail: Henry Gusky, Liquidation Trustee, c/o K&L Gates LLP, K&L Gates Center, 210 Sixth Avenue, Pittsburgh, Pennsylvania 15222, Attn: Joseph Leibowicz, Esq., joseph.leibowicz@klgates.com or George Cheever, Esq., george.cheever@klgates.com, 412-355-6501 (facsimile)
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