<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 28, 1999
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of American
Wagering, Inc. (the "Company") will be held on Wednesday, July 28, 1999, 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,
2000; 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 30, 1999,
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, 1999,
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 1, 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 28, 1999, 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, 2000; 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 30, 1999 are
entitled to notice of, and to vote at, the Meeting. On June 30, 1998, the
outstanding voting securities of the Company consisted of 7,824,513 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 28, 1999, 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 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 28, 1999, such as upon the exercise of
options or warrants.
1
<PAGE>
Name and Address Number of Shares Percentage
- ---------------- ---------------- ----------
Victor J. Salerno .................. 1,949,600 24.92%
675 Grier Drive
Las Vegas, Nevada 89119
Robert D. Ciunci ................... 159,600(2) 2.03%
675 Grier Drive
Las Vegas, Nevada 89119
Michael Merillat ................... 260,000(2) 3.30%
675 Grier Drive
Las Vegas, Nevada 89119
Robert Barengo ..................... 525,800(1) 6.71%
675 Grier Drive
Las Vegas, Nevada 89119
Philip P. Hannifin ................. 2,000(3) 0.03%
675 Grier Drive
Las Vegas, Nevada 89119
Judith Salerno ..................... 1,942,500 24.83%
675 Grier Drive
Las Vegas, Nevada 89119
All directors and executive officers
as a group (5 persons) ............. 2,897,000 36.99%
- ------------
(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 and 400 shares which may only be issued upon the exercise
of stock options after January 31, 1999 but does not include 400 shares
which may only be issued upon the exercise of stock options after January
31, 2000.
(2) Includes 50,000 shares, which may only be issued upon exercise of stock
options after August 22, 1999.
(3) Includes 2,000 shares, which may be issued upon exercise of stock options
but does not include 300 shares which may only be issued upon the exercise
of stock options after January 31, 2000.
2
<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:
<TABLE>
<CAPTION>
Name Age Principal Position
- ---- --- ------------------
<S> <C> <C>
Victor J. Salerno ........... 55 President, Chief Executive
Officer and Director
Robert D. Ciunci ............ 52 Executive Vice President,
Chief Operating Officer,
Chief Financial Officer and Director
Michael Merillat ............ 48 Vice President, Secretary
and Director
Robert R. Barengo ........... 57 Director
Philip P. Hannifin .......... 64 Director
</TABLE>
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 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. Mr.
Salerno is the former brother in-law of Mr. Merillat.
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. Mr.
Merillat is the former brother-in-law of Mr. Salerno.
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 Hotel and Casino
since 1992. Since 1993, Mr. Barengo has 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. Since
1993, Mr. Barengo has been Chairman of the Nevada Dairy Commission. Mr. Barengo
is a member of the Audit, Compensation, Stock Option and Compliance Committee
of the Company's Board of Directors.
3
<PAGE>
Philip P. Hannifin has been a Director of the Company since June 24, 1998.
Mr. Hannifin was a director of the Riviera Holdings Corporation and the Riviera
Operating Company from February 1993 until June 1998. Mr. Hannifin was a
Director from 1986 to 1995 and since 1991 has been an Executive Vice-President
of Fitzgerald's Reno, Inc. (a casino/hotel operator). 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 the Reorganization, Leroy's was an S Corporation under the
Internal Revenue Code. 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,
$2,433,124 was loaned back to Leroy's by the original stockholders and $558,000
was contributed as capital to Leroy's by such stockholders. Of the $2,433,124
outstanding on January 31, 1998, $540,700 in the aggregate was 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 an annual rate of prime plus 1/2%. Of the remaining balance,
$946,212 was 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 an annual rate of prime plus 1/2%. On May 1, 1998, $540,700 in the
aggregate was paid by the Company to Michael Merillat, Robert Ciunci, Robert
Barengo, and Michael Roxborough pursuant to the restated stockholder notes. On
December 9, 1998, the Company redeemed its shareholder notes of $1,892,424 in
the aggregate for 18,924 shares of Series A Preferred Stock at $100 per share.
The holders of the Series A Preferred Stock are entitled to receive, upon
declaration by the Board of Directors, cumulative cash dividends at the annual
rate per share of 10%. Such dividends are payable in equal quarterly
installments on each March 31, June 30, September 30 and December 31,
commencing with December 31, 1998. The Series A Preferred Stock is not
convertible but is redeemable, in whole or (on a pro rata basis) in part, at
any time at the option of the Company, by resolution of the Board of Directors.
The holders of Series A Preferred Stock are not entitled to vote (on a
cumulative basis or otherwise) as a class or with the Common Stock upon any
matters submitted to shareholders for a vote, except as otherwise mandated
under Nevada law.
In conjunction with the Reorganization, Leroy's, LHC 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 the effective
date of the Reorganization, the affected company shall pay to 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.
Mr. Barengo is a director of the Riviera Hotel and Casino (the "Riviera"),
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 $211,259 and $158,654 for the years
ended January 31, 1999 and 1998, respectively.
CBS leases 2,000 square feet of office space to MEGA$PORTS, Inc. in the
building owned by CBS. Lease payments made were $59,100 and $59,100 for the
years ended January 31, 1999 and 1998, respectively.
CBS leases 3,735 square feet of office space to a company of which Michael
Roxborough, a former board member was an employee, in the building owned by
CBS. Mr. Roxborough was a member of the Board of Directors of the Company until
March 11, 1998 and was a 5% owner of the Company until June 1998. Lease
payments made to CBS were $116,972 and $97,640 for the years ended January 31,
1999 and 1998, respectively.
4
<PAGE>
Mega$ports paid fees for odds-making services to a company where Michael
Roxborough, a former board member was an employee. Odds-making fees paid were
$74,000 and $74,750 for the fiscal years ended January 31, 1999 and 1998,
respectively.
Leroy's paid fees for odds-making services to a company where Michael
Roxborough, a former board member was an employee. Odds-making fees paid were
$19,200 and $19,829 for the fiscal years ended January 31, 1999 and 1998,
respectively.
BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors held four meetings during the fiscal year
ended January 31, 1999. All other actions taken by the Board during the fiscal
year ended January 31, 1999 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, 1999.
The Company has a Compensation Committee and a Stock Option Committee,
each composed of Messrs. Barengo and Hannifin. 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 and the Stock Option Committee held one meeting during
the fiscal year ended January 31, 1999, which were attended by both of the
then-serving committee members.
The Company has an Audit Committee composed of Messrs. Barengo and
Hannifin. 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 two meetings during the fiscal year ended
January 31, 1999.
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 six
meetings during the fiscal year ended January 31, 1999, 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 2000 Annual Meeting
must be delivered to the Secretary between April 29, 2000 and May 29, 2000. 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 whose annual salary and bonus exceeded $100,000 during the fiscal year
ended January 31, 1999 ("named executive officer"):
5
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long term
Compensation
Awards
---------------------
Name and Fiscal Year Ended Annual Compensation Number of Securities
Principal Position January 31, Salary Bonus ($) Underlying Options(1)
- ------------------ ----------------- ------ ------------ ---------------------
<S> <C> <C> <C> <C>
Victor J. Salerno ............. 1999 $200,000 0 0
President and Chief 1998 $200,000 9,391 0
Executive Officer 1997 $208,000 39,604 0
Robert D. Ciunci .............. 1999 $134,154 0 0
Executive Vice President, 1998 $110,000 6,261 0
Chief Operating Officer & Chief 1997 $110,000 31,262 50,000
Financial Officer
</TABLE>
- ------------
(1) Represents options granted under the Company's 1995 Stock Option Plan. Mr.
Salerno and Mr. Ciunci were not granted options during the fiscal years
ended January 31, 1999 and January 31, 1998.
The following table sets forth the number of exercisable and unexercisable
options as of January 31, 1999, and the value of such options for the Chief
Executive Officer and the named executive officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTIONS VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
- --------------------------------------------------------------------------------------------------------------------
Number of Securities Value of
Underlying Unexercised
Shares Unexercised Options In-The-Money
Acquired or Value At Fiscal Year end (#) Options at FY End ($)
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 per
month including traveling expenses for each of the Board and Committee of the
Board meetings they attend.
During the fiscal year ended January 31, 1999, 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 $6.56 per share
were granted to Messrs. Barengo and Hannifin. These options are fully
exercisable on January 31, 2000 and expire on January 31, 2009. On June 24,
1998, as compensation for services as a director to be performed for the
Company for the year ended January 31, 1999, the Company granted Mr. Hannifin
options to purchase 2,000 shares of the Company's Common Stock, at an exercise
price of $5.89 per share, the fair market value of the Common Stock on the
grant date.
6
<PAGE>
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
Operating Officer, 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.
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,
2000. 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 is nevertheless submitting it to the stockholders to ascertain their
views. If the stockholders do not ratify the appointment, the Board will
consider the selection of other independent public accountants.
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
All expenses in connection with the solicitation of proxies on behalf of
the Board of Directors 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.
7
<PAGE>
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
29, 2000 and May 29, 2000 to be included in the Company's proxy statement and
form of proxy for the 2000 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, 1999. 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
8
<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 28,
1999 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, 2000.
/ / FOR / / AGAINST / / ASTAIN
(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.
