<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
AMERICAN WAGERING, INC.
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
---------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------------
3) Filing Party:
---------------------------------------------------------------------------
4) Date Filed:
---------------------------------------------------------------------------
<PAGE>
AMERICAN WAGERING, INC.
675 Grier Drive, Las Vegas, Nevada 89119
NOTICE AND PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD 10:00 A.M., JULY 29, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of American
Wagering, Inc. (the "Company") will be held on Wednesday, July 29, 1998, at
10:00 a.m., local time, at the Company's executive offices at 675 Grier Drive,
Las Vegas, Nevada, for consideration of and action by the holders of the
Company's Common Stock upon the following matters:
1. The election of a Board of five directors, with each director to serve
until the next annual meeting of Stockholders or until the election and
qualification of his respective successor;
2. The ratification of the appointment of Arthur Andersen LLP as the
Company's independent public accountants for the fiscal year ending January 31,
1999; and
3. The transaction of such other business as may properly come before the
Annual Meeting and any adjournment thereof, and matters incident to the conduct
of the Annual Meeting.
The Board of Directors has fixed the close of business on June 26, 1998, as
the record date for the determination of holders of Common Stock of the Company
entitled to notice of, and to vote at, the Annual Meeting. The Company's Annual
Report to Stockholders for the year ended January 31, 1998, accompanies this
Notice and Proxy Statement.
STOCKHOLDERS (WHETHER THEY OWN ONE OR MANY SHARES AND WHETHER THEY EXPECT
TO ATTEND THE ANNUAL MEETING OR NOT) ARE REQUESTED TO VOTE, SIGN, DATE AND
RETURN PROMPTLY THE ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES.
By Order of the Board of Directors
Michael Merillat, Secretary
<PAGE>
AMERICAN WAGERING, INC.
675 Grier Drive, Las Vegas, Nevada 89119
PROXY STATEMENT
This Proxy Statement is furnished and is being mailed with the accompanying
proxy on approximately July 9, 1998, to each Stockholder of record of American
Wagering, Inc. (the "Company") in connection with the solicitation of proxies by
the Board of Directors of the Company, to be voted at the Annual Meeting of
Stockholders of the Company (the "Meeting") to be held on Wednesday, July 29,
1998, at 10:00 a.m., local time, at the Company's executive offices at 675 Grier
Drive, Las Vegas, Nevada, and at any adjournment thereof, for the purposes
stated below.
Any person giving a proxy has the power to revoke it at any time before its
exercise by a later dated proxy, a written revocation sent to the Secretary of
the Company or attendance at the Meeting and voting in person. In the absence of
contrary instructions, properly executed proxies, received and unrevoked, will
be voted by the persons named in the proxy: (i) for the election of the
directors proposed by the Board of Directors; (ii) for the ratification of
Arthur Andersen LLP as the Company's independent public accountants for the
fiscal year ending January 31, 1999; and (iii) in their discretion, on such
other business as may properly come before the Meeting and matters incident to
the conduct of the Meeting.
VOTING SECURITIES OF THE COMPANY
Only Stockholders of record at the close of business on June 26, 1998 are
entitled to notice of, and to vote at, the Meeting. On June 25, 1998, the
outstanding voting securities of the Company consisted of 7,785,933 shares of
Common Stock. Each share of Common Stock is entitled to one vote on all matters
presented to the Meeting with no right to vote cumulatively.
The Company's By-laws provide that the presence, in person or by proxy, of
two thirds of the issued and outstanding shares of the Company entitled to vote
at the Meeting will constitute a quorum. Provided that the quorum requirements
are met, the nominees for election as directors of the Company at the Meeting
who receive the greatest number of votes cast will be elected as directors.
Abstentions and broker non-votes are counted for purposes of determining
whether a quorum is present for the transaction of business at the Meeting.
Abstentions are counted as negative votes in tabulations of the votes cast on
proposals presented to Stockholders, whereas broker non-votes have no effect on
the outcome of voting.
The following table sets forth, at June 26, 1998, the number and percentage
of shares of Common Stock which, according to information supplied to the
Company, are beneficially owned by: (i) each person who is a beneficial owner of
<PAGE>
more than 5% of the Common Stock; (ii) each of the directors, and named
executive officers of the Company individually; and (iii) all current directors
and executive officers of the Company as a group. Under rules adopted by the
Securities and Exchange Commission, a person is deemed to be a beneficial owner
of Common Stock with respect to which he has or shares voting power (which
includes the power to vote or to direct the voting of the security), or
investment power (which includes the power to dispose of, or to direct the
disposition of, the security). A person is also deemed to be the beneficial
owner of shares with respect to which he could obtain voting or investment power
within 60 days of June 26, 1998, such as upon the exercise of options or
warrants.
Name and Address Number of Shares Percentage
- ---------------- ---------------- ----------
Robert Barengo 525,400(1) 6.75%
675 Grier Drive
Las Vegas, Nevada 89119
Robert D. Ciunci 108,000(2) 1.38%
675 Grier Drive
Las Vegas, Nevada 89119
Michael Merillat 210,000(2) 2.70%
675 Grier Drive
Las Vegas, Nevada 89119
Victor J. Salerno 1,942,500 24.95%
675 Grier Drive
Las Vegas, Nevada 89119
Judith Salerno 1,942,500 24.95%
675 Grier Drive
Las Vegas, Nevada 89119
Philip P. Hannifin --(3) --
675 Grier Drive
Las Vegas, Nevada 89119
All directors and executive officers 2,785,900 35.78%
as a group (5 persons)
- ---------------
(1) Includes 525,000 shares held jointly with Mr. Barengo's wife. Includes 400
shares which may only be issued upon the exercise of stock options after January
31, 1998 but does not include 400 shares which may only be issued upon the
exercise of stock options after January 31, 1999.
(2) Does not include 50,000 shares, which may only be issued upon exercise of
stock options after August 22, 1999.
(3) Does not include 2,000 shares, which may only be issued upon exercise of
stock options after June 24, 1999.
<PAGE>
ELECTION OF DIRECTORS
In accordance with the Company's By-laws, a Board of five directors will
serve until the next Meeting or until successors to the directors have been
elected and have qualified. All directors are elected annually. It is the
intention of the persons named in the proxy, unless otherwise directed, to vote
all proxies in favor of the election to the Board of Directors for the nominees
listed below. The Board has no reason to believe that any of the nominees will
be unable or unwilling to be a candidate for election at the time of the
Meeting. If any nominee is unable or unwilling to serve, the persons named in
the proxy will use their best judgment in selecting and voting for a substitute
candidate.
The Board of Directors has unanimously recommended a slate of nominees for
election as directors at the Meeting. The names of the nominees for directors of
the Company, their ages, and certain other information is set forth as follows:
Name Age Position
- ---- --- --------
Victor J. Salerno....... 54 President, Chief
Executive Officer and Director
Robert D. Ciunci........ 51 Executive Vice President,
Chief Operating Officer,
Chief Financial Officer and Director
Michael Merillat........ 47 Vice President, Secretary
and Director
Robert R. Barengo....... 56 Director
Philip P. Hannifin ..... 63 Director
Victor J. Salerno has been President, Chief Executive Officer and a
Director of the Company since its inception. Mr. Salerno has been the President,
Chief Executive Officer and a Director of Leroy's Horse and Sports Place
("Leroy's") since September 1979. Mr. Salerno served as an Executive Vice
President and Director of Autotote CBS Corporation, a company that designs and
installs computer systems for the sports betting business, from April 1989 until
March 1, 1996. He is a past president of the Nevada Association of Race and
Sports Operators.
Robert D. Ciunci has been Executive Vice President, Chief Financial Officer
and a Director of the Company since its inception and became the Chief Operating
Officer of the Company on March 7, 1997. Mr. Ciunci has been the Chief Financial
Officer of Leroy's since August 1, 1995. From 1981 to June 1995 he was employed
by Autotote Corporation, a company that provides computerized wagering systems
to racetracks and off track race wagering establishments, as its Vice President
Finance, Secretary and Treasurer. He holds a master's degree in business
administration and has been a certified public accountant since 1971.
Michael Merillat has been Vice President, Secretary and a Director of the
Company since its inception. Mr. Merillat has been employed by Leroy's since
September 1978, currently as Vice President, Secretary and a Director.
<PAGE>
Robert R. Barengo has been a Director of the Company since its inception.
Mr. Barengo has been a Director of Leroy's since February 1992. He has been an
attorney in private practice since 1972. Mr. Barengo was Speaker Pro Tempore and
Speaker of Nevada's Assembly from 1978 to 1983. Mr. Barengo has been a director
of the Riviera Holdings Corporation and the Riviera Operating Corporation since
1992. Since 1993, Mr. Barengo has also been President and the sole shareholder
of Silver State Disseminators Company, a company licensed by Nevada gaming
authorities to disseminate racing information in the State of Nevada. Mr.
Barengo has also been since 1993 and continues to be at present Chairman of the
Nevada Dairy Commission. Mr. Barengo is a member of the Audit, Compensation,
Stock Option and Compliance Committees of the Company's Board of Directors.
Philip P. Hannifin has been a Director of the Company since June 24, 1998.
Mr. Hannifin was a director of the Rivera Holdings Corporation and the Riviera
Operating Corporation from February 1993 until June 1998. Mr. Hannifin was a
Director from 1986 to 1995 and an Executive Vice-President of Fitzgerald's Reno,
Inc. (a casino/hotel operator) since 1991. From 1987 to 1990, Mr. Hannifin was a
Director and Executive Vice-President of MGM Grand, Inc. (a casino/hotel
operator). From January 1971 to September 1977, Mr. Hannifin was chairman of the
Nevada Gaming Control Board. Mr. Hannifin is a member of the Audit, Compensation
and Stock Option Committees of the Company's Board of Directors.
Executive Officers
The directors listed above, who are executive officers of the Company in
the positions indicated, comprise all the executive officers of the Company.
CERTAIN TRANSACTIONS
Prior to May 10, 1996, Leroy's, Leroy's Hotel Corporation (the "Hotel
Operator"), the subsidiary of the Company which owns and operates a Howard
Johnson's hotel and International House of Pancakes restaurant, and B-P Gaming
Corporation ("B-P"), the former subsidiary of the Company and operator of the
casino adjacent to the hotel, were S Corporations under the Internal Revenue
Code. From inception through February 29, 1996 Leroy's made cash distributions
of approximately $4.4 million in the aggregate to Messrs. Salerno, Barengo,
Ciunci and Merillat and Mr. Michael Roxborough. (the "Original Stockholders.")
On March 21, 1996 Leroy's made cash distributions to the Original Stockholders
in the aggregate amount of $3.0 million representing undistributed income
through January 31, 1996 on which such stockholders had previously paid federal
income taxes. Of the $3.0 million distributed approximately $2.4 million was
loaned back to Leroy's by the Original Stockholders and $558,000 was contributed
as capital to Leroy's by such stockholders. On January 31, 1998, the outstanding
aggregate principal balance of the shareholder notes was $2,433,124. Of the
$2,433,124 outstanding, $540,700 in the aggregate is repayable to Michael
Merillat, Robert Ciunci, Robert Barengo, and Michael Roxborough pursuant to
restated stockholder notes maturing on May 1, 1998 and bearing interest at a
current annual rate of prime plus 1/2%. Of the remaining balance, $946,212 is
due and payable to Victor Salerno on November 1, 1998 and $946,212 to Judith
Salerno on May 1, 1999 pursuant to restated stockholder notes bearing interest
at a current annual rate of prime plus 1/2%. In addition, B-P made cash
distributions to its stockholders for the year ended December 31, 1995 and
Leroy's, the Hotel Operator and B-P made cash distributions for the short tax
year ended May 10, 1996 for the taxable income of such companies for such
periods. Such distributions eliminate Leroy's, the Hotel Operator's and B-P's
accumulated earnings through the date of termination of the S Corporation status
of such corporations.
Leroy's, the Hotel Operator and B-P and the Original Stockholders entered
into an agreement on May 10, 1996 which provides that if Leroy's, the Hotel
Operator or B-P obtain a tax benefit to the detriment of such stockholders for
any tax period, on or prior to May 10, 1996, the affected company shall pay to
<PAGE>
the stockholders the tax benefit actually derived up to the amount of the tax
detriment actually incurred. In addition, for up to $200,000 in the aggregate,
such companies have agreed to pay to such stockholders any increased tax
liability of such stockholders attributable to a determination by a court of
competent jurisdiction or a federal taxing authority that with respect to the
federal tax returns of such companies for taxable years prior to May 10, 1996,
the tax liability of such companies shall be increased.
The Company, through its wholly-owned subsidiary, American Wagering
Management Company, Inc., provides managerial and related services to Leroy's,
Computerized Bookmaking Systems, Inc. ("CBS") and Leroy's Hotel Corporation
("Operating Companies"). The Company provides executive and administrative
services in exchange for a management fee equal to 9.5% of each Operating
Company's gross operating revenues (including promotional allowances). During
the years ended January 31, 1998 and 1997, respectively, the Operating Companies
paid the Company an aggregate of $886,832 and $541,282.
The Company and the Operating Companies entered into a consolidated income
tax return tax sharing agreement on May 10, 1996. In general, the agreement
provides that in conjunction with the filing of a consolidated federal income
tax return with the Internal Revenue Service each of the Operating Companies
will pay to the Company an amount equal to the federal income tax liability that
such company would have paid if it were filing its own separate federal income
tax return.
Mr. Barengo is a director of the Riviera Holdings Corporation and the
Riviera Operating Corporation, at which the Company maintains one of its
satellite sports book operations pursuant to a renewable one month lease for
which the Company leases 200 square feet. The Company paid the Riviera rent of
$193,888 and $158,654 for the years ended January 31, 1998 and 1997,
respectively.
CBS leases 2,000 square feet of office space to MEGA$PORTS, Inc. in the
building owned by CBS. Lease payments made were $59,100 and $14,775 for the
years ended January 31, 1998 and 1997, respectively.
CBS leases 3,735 square feet of office space to Las Vegas Sports
Consultants, Inc., a company of which Mr. Roxborough is an employee, in the
building owned by CBS. Lease payments made to CBS were $97,640 and $16,470 for
the years ended January 31, 1998 and 1997, respectively. Mr. Roxborough served
as a director of the Company during the year ended January 31, 1998 and through
March 11, 1998, the effective date of his resignation.
Mega$ports(R) paid fees for odds-making services to a company where Mr.
Roxborough is an employee. Odds-making fees paid by Mega$ports(R) were $74,750
for the fiscal year ended January 31, 1998.
As at January 31, 1998, LHSP had a receivable balance of $18,920 related to
transactions in the normal course of business with a company where Mr.
Roxborough is an employee.
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held four meetings during the fiscal year
ended January 31, 1998. All other actions taken by the Board during the fiscal
year ended January 31, 1998 were taken by unanimous written consent. Each of the
then-serving directors attended or participated in at least 75% of the aggregate
of all meetings of the Board and all committees of which they were members
during the fiscal year ended January 31, 1998.
The Company has a Compensation Committee and a Stock Option Committee, each
composed of Messrs. Barengo and Hannifin. Mr. Roxborough served on the committee
during the year ended January 31, 1998. The Compensation Committee is
responsible for recommending executive compensation programs to the Board of
Directors and approving compensation decisions with respect to the executive
officers of the Company. The Stock Option Committee is authorized to administer
and grant options pursuant to the Company's 1995 Stock Option Plan. The
Compensation Committee held no meetings during the fiscal year ended January 31,
1998.The Stock Option Committees held one meeting during the fiscal year ended
January 31, 1998, which was attended by both of the then-serving committee
members.
The Company has an Audit Committee composed of Messrs. Barengo and
Hannifin. Mr. Roxborough served on the committee during the year ended January
31, 1998. The Audit Committee recommends the independent public accountants for
appointment by the Board of Directors and reviews reports submitted by the
accountants. The Audit Committee held no meetings during the fiscal year ended
January 31, 1998.
The Company has a Compliance Committee composed of Messrs. Barengo and
Merillat and Bart Jacka. The Compliance Committee oversees the Company's
compliance with gaming law and regulations. The Compliance Committee held five
meetings during the fiscal year ended January 31, 1998, which was attended by
all of the then-serving Compliance Committee members.
The Company's By-laws provide that Stockholders may make nominations for
election to the Company's Board of Directors if such nominations are in writing
and delivered to the Secretary of the Company not less than 60 days and not more
than 90 days before the day and month of the previous year's annual meeting;
subject to certain exceptions as set forth in the By-laws. Thus, nominations for
election to the Board of Directors at the 1999 Annual Meeting must be delivered
to the Secretary between April 30, 1999 and May 30, 1999. The stockholder making
the nomination must provide certain stock ownership and financial information
concerning such nominating stockholder. Only those persons nominated by the
Board of Directors and by Stockholders as described above shall be voted upon at
the Meeting.
EXECUTIVE COMPENSATION
The following table sets forth certain information covering the
compensation paid or accrued by the Company during the fiscal year indicated to
its Chief Executive Officer and to its most highly compensated executive officer
<PAGE>
whose annual salary and bonus exceeded $100,000 during the fiscal year ended
January 31, 1998 ("named executive officer"):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long term
Annual Compensation Compensation
---------------------------------------------------------- Awards
Name and Fiscal Year Ended Number of Securities
Principal Position January 31 Salary Bonus ($) Underlying Options(1)
- ------------------ ----------------- ------ --------- ---------------------
<S> <C> <C> <C> <C>
Victor J. Salerno 1998 $200,000 9,391 0
President and Chief 1997 $208,000 39,604 0
Executive Officer
Robert D. Ciunci 1998 $110,000 6,261 0
Executive Vice President, 1997 $110,000 31,262 50,000
Chief Operating Officer &
Chief Financial Officer
</TABLE>
- -------------
(1) Represents options granted under the Company's 1995 Stock Option Plan. Mr.
Salerno and Mr. Ciunci were not granted options during the fiscal year ended
January 31, 1998.
The following table sets forth the number of exercisable and unexercisable
options as of January 31, 1998 and the value of such options for the Chief
Executive Officer and the named executive officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTIONS VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- ------------------------------------------------------------------------------------------------------------------------------
Number of Securities Value of
Underlying Unexercised
Shares Unexercised Options In-The-Money
Acquired or Value At Fiscal Year end (#) Options at FY End ($)
Name Exercised(#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Victor J. Salerno 0 0 0/0 0/0
Robert D. Ciunci 0 0 0/50,000(1) 0/$157,600
</TABLE>
- --------------
(1) Options become exercisable on August 22, 1999 and expire on August 22, 2004.
Director's Compensation
Directors who are not employees of the Company receive a fee of $2,000 plus
traveling expenses for each of the Board and Committee of the Board meetings
they attend.
<PAGE>
During the fiscal year ended January 31, 1998, pursuant to the Company's
Directors' Stock Option Plan, options to purchase, respectively, 400 and 300
shares of the Company's common stock at an exercise price of $6.69 per share
were granted to Messr. Barengo and Mr. Roxborough. These options are fully
exercisable on January 31, 1999 and expire on January 31, 2008.
In the year ended January 31, 1998, the Company paid $21,429 to Las Vegas
Sports Consultants, Inc. and Mega$ports(R) paid $74,750 to Las Vegas Sports
Consultants for certain consulting services. Mr. Roxborough is an employee of
Las Vegas Sports Consultants, Inc.
On June 24, 1998, as compensation for Director services to be performed for
the Company for the year ended January 31, 1999, the Company granted to Mr.
Hannifin, options to purchase 2,000 shares of Common Stock of the Company, at
an exercise price equal to the fair market value of the Common Stock on the
grant date.
Employment Agreements
On May 10, 1996, the Company entered into employment agreements with Victor
Salerno and Robert Ciunci. Each agreement has a five-year initial term and shall
automatically renew for one-year periods unless either party gives the other
sixty (60) days written notice to terminate prior to the expiration of the
current term. On June 11, 1998, Mr. Ciunci's employment agreement was amended to
increase his base salary.
Pursuant to his employment agreement, Mr. Salerno is employed as the
President and Chief Executive Officer of the Company for a base salary of
$200,000 per year ("Base Salary"). In addition, Mr. Salerno will be entitled to
receive a performance bonus each calendar year ("Performance Bonus") equal to 5%
of the Company's Pre-Tax Earnings (as defined in the agreement) for the prior
fiscal year. In the event the agreement is terminated by the Company in
violation thereof, the Company has agreed to pay as termination benefits to Mr.
Salerno a continuation of his Base Salary, Performance Bonus and all other
benefits under the agreement for the remainder of the then outstanding term. In
the event Mr. Salerno dies or becomes disabled (as defined in the agreement),
the Company has agreed to pay the termination benefits for up to one year. Mr.
Salerno is entitled to participate in the Company's benefit plans available to
the Company's officers and employees generally.
Pursuant to his employment agreement, Mr. Ciunci is employed as the Chief
Financial Officer and Executive Vice President of the Company for a base salary
("Base Salary") of $150,000 per year plus a performance bonus ("Performance
Bonus") each calendar year equal to 3% of the Company's Pre-Tax Earnings (as
defined in the agreement) for the prior fiscal year. In the event the agreement
is terminated by the Company in violation thereof or there is a "Change of
Control" or "Constructive Termination," the Company has agreed to pay to Mr.
Ciunci, as termination benefits, a continuation of his Base Salary, Performance
Bonus and all other benefits under the agreement for the remainder of the then
outstanding term. A Change of Control occurs when a substantial portion of the
assets of the Company is transferred, exchanged or sold to a non-affiliated
third party or any person other than Mr. Salerno becomes the owner of securities
of the Company representing 35% or more of the combined voting power of the
Company's securities then outstanding. A Constructive Termination occurs when
Mr. Ciunci is not re-appointed or re-elected to the position of Executive Vice
President and Chief Financial Officer or if there is a change of his duties
inconsistent with such offices. In the event Mr. Ciunci dies or becomes disabled
(as defined in the agreement), the Company has agreed to pay the termination
benefits for up to one year. Mr. Ciunci is entitled to participate in the
Company's benefit plans available to the Company's officers and employees
generally.
<PAGE>
RATIFICATION OF APPOINTMENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has appointed the Company's present independent
public accountants, Arthur Andersen LLP, for the fiscal year ending January 31,
1999. This appointment will be submitted to the Stockholders for ratification at
the Meeting.
The submission of the appointment of Arthur Andersen LLP for ratification
by the Stockholders is not required by law or by the By-laws of the Company. The
Board of Directors is nevertheless submitting it to the Stockholders to
ascertain their views. If the Stockholders do not ratify the appointment, the
selection of other independent public accountants will be considered by the
Board of Directors.
Representatives of Arthur Andersen LLP are expected to be present at the
Meeting to respond to appropriate questions and will have the opportunity to
make a statement if they so desire.
OTHER MATTERS
No other matters requiring a vote of the stockholders are expected to come
before the Meeting. However, if other matters should properly come before the
Meeting, it is the intention of the persons named in the enclosed proxy to vote
in accordance with their best judgement on such matters.
EXPENSES OF SOLICITATION
The solicitation of proxies being on behalf of the Board of Directors, all
expenses in connection therewith will be paid by the Company. Request will be
made of brokerage houses and other custodians, nominees and fiduciaries to
forward the solicitation material at the expense of the Company to the
beneficial owners of stock held of record by such persons.
STOCKHOLDER PROPOSALS
Proposals by Stockholders intended to be presented at the next annual
meeting of Stockholders of the Company must be received by the Company at its
executive offices at 675 Grier Drive, Las Vegas, Nevada 89119, between April 30,
1999 and May 30, 1999 to be included in the Company's proxy statement and form
of proxy for the 1999 annual meeting. THE COMPANY WILL PROVIDE TO EACH PERSON
SOLICITED, WITHOUT CHARGE EXCEPT FOR EXHIBITS, UPON REQUEST IN WRITING, A COPY
OF ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND
FINANCIAL STATEMENT SCHEDULES, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED JANUARY 31, 1998. REQUESTS SHOULD BE
DIRECTED TO MR. ROBERT D. CIUNCI, CHIEF FINANCIAL OFFICER, AMERICAN WAGERING,
INC., 675 GRIER DRIVE, LAS VEGAS, NEVADA 89119.
By Order of the Board of Directors
Michael Merillat, Secretary
<PAGE>
AMERICAN WAGERING, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Victor J. Salerno, Robert D. Ciunci, Michael
Merillat, Robert R. Barengo and Philip P. Hannifin, or any of them with full
power of substitution, proxies to vote at the Annual Meeting of Stockholders of
American Wagering, Inc. (the "Company") to be held on July 29, 1998 at 10:00
A.M., local time and at any adjournment or adjournments thereof, hereby revoking
any proxies heretofore given, to vote all shares of common stock of the Company
held or owned by the undersigned as directed on the reverse, and in their
discretion upon such other matters as may come before the meeting.
/X/ Please mark your votes as in this example
1. Election of Directors
Nominees: Victor J. Salerno Robert D. Ciunci
Michael Merillat Robert R. Barengo
Philip P. Hannifin
/ / FOR / / WITHHELD
For except vote withheld from the following nominee(s):
- --------------------------------------------------------------------------------
2. Ratification of the appointment of Arthur Andersen LLP as the Company's
independent accountants for the fiscal year ending January 31, 1999.
/ / FOR / / AGAINST / / ABSTAIN
(To Be Continued and Signed On The Reverse Side)
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE
NOMINEES FOR DIRECTORS AND FOR PROPOSAL 2, THIS PROXY WILL ALSO BE VOTED ON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE__________________________________________________DATE___________
SIGNATURE__________________________________________________DATE___________
NOTE: Please sign exactly as name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as such.
