<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-12
Florida Gaming Corporation
- --------------------------------------------------------------------------------
(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>
FLORIDA GAMING CORPORATION
November 22, 1999
Dear Florida Gaming Stockholder:
You are cordially invited to attend the 1999 Annual Meeting of
Stockholders of Florida Gaming Corporation which will be held on December 20,
1999 at Ramada Inn, 700 W. Riverside Drive, Jeffersonville, Indiana 47130 at
2:00 P.M., local time. We hope you will be able to attend.
The enclosed meeting notice and proxy statement contain details
concerning the business to come before the Meeting. You will note that the
Board of Directors of the Company recommends a vote:
* "FOR" the election of six directors to serve until the 2000
Annual Meeting of stockholders.
* "FOR" the appointment of King & Company PSC as the Company's
auditor for 1999.
Please sign and return your proxy card in the enclosed envelope at
your earliest convenience to assure that your shares will be represented and
voted at the Meeting even if you cannot attend. Included in these materials
is the Company's Annual Report on Form 10-KSB for the year ended December 31,
1998.
W. B. Collett
Chairman of the Board and
Chief Executive Officer
<PAGE>
FLORIDA GAMING CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To all Holders of Common Stock of Florida Gaming Corporation:
The 1999 Annual Meeting (the "Meeting") of Stockholders of Florida
Gaming Corporation (the "Company"), a Delaware corporation, will be held on
December 20, 1999 at Ramada Inn, 700 W. Riverside Drive, Jeffersonville,
Indiana 47130 at 2:00 P.M., local time for the following purposes:
1. To elect six directors to serve until the 2000 Annual Meeting
of Stockholders;
2. To appoint King & Company PSC, as the Company's auditor for
1999;
3. To transact such other business as may properly come before the
Meeting and adjournments thereof.
Stockholders of record at the close of business on November 19, 1999,
are entitled to notice of and to vote at the Meeting, and any adjournments
thereof.
A list of stockholders of the Company as of the close of business on
November 19, 1999, will be available for inspection during normal business
hours from December 1 through December 30, 1999 at the offices of the Company
located at 2669 Charlestown Road, Suite D, New Albany, Indiana 47150.
By Order of the Board of Directors
November 22, 1999 W. B. Collett, Jr.
Executive Vice President and
Secretary
EACH STOCKHOLDER IS URGED TO EXECUTE AND RETURN THE ENCLOSED PROXY PROMPTLY.
IF A STOCKHOLDER DECIDES TO ATTEND THE MEETING, HE OR SHE MAY, IF SO DESIRED,
REVOKE THE PROXY AND VOTE THE SHARES IN PERSON.
<PAGE>
FLORIDA GAMING CORPORATION
3500 N.W. 37TH AVENUE
MIAMI, FLORIDA 33142
(305) 633-6400
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is furnished to the holders of common stock
(the "Common Stock") of Florida Gaming Corporation (the "Company") in
connection with the solicitation of proxies on behalf of the Board of
Directors of the Company to be voted at the 1999 Annual Meeting of
Stockholders of the Company to be held on December 20, 1999 at Ramada Inn,
700 W. Riverside Drive, Jeffersonville, Indiana 47130 at 2:00 P.M. local
time, and at any adjournments thereof (the "Annual Meeting").
All proxies delivered pursuant to this solicitation are revocable at
any time at the option of the persons executing them by giving written notice
to the Secretary of the Company, by delivering a later proxy, or by voting in
person at the Annual Meeting.
The mailing address of the principal executive offices of the
Company is Florida Gaming Corporation, 3500 N.W. 37th Avenue, Miami, Florida
33142. The approximate date on which this Proxy Statement and form of proxy
are first being sent or given to stockholders is December l, 1999.
At the Annual Meeting, stockholders will be asked to vote on the
election of nominees to the Board of Directors and the appointment of King &
Company PSC as the Company's auditor for 1999.
All properly executed proxies delivered pursuant to this
solicitation and not revoked will be voted at the Annual Meeting in
accordance with the directions given. Regarding the election of directors to
serve until the 2000 Annual Meeting of Stockholders, in voting by proxy,
stockholders may vote in favor of all nominees or withhold their votes as to
all nominees or withhold their votes as to specific nominees. Regarding the
appointment of King & Company PSC as the Company's auditor for 1999,
stockholders may vote in favor of, against or abstain from voting on the
proposal. Stockholders should specify their choice on the enclosed form of
proxy.
If no specific instructions are given with respect to the matters to
be acted upon, the shares represented by a properly signed and dated proxy
will be voted "FOR" the election of all nominees and "FOR" the approval of
King & Company PSC as the Company's auditor for 1999.
The election of directors will require the affirmative vote by the
holders of a plurality of the shares of Common Stock of the Company voting in
person or by proxy at the Annual Meeting and all other actions will require
the affirmative vote by the holders of a majority of the shares of Common
Stock of the Company voting in person or by proxy at the Annual Meeting.
Only holders of record of shares of Common Stock of the Company at
the close of business on November 19, 1999, (the "Record Date") are entitled
to vote at the Annual Meeting or adjournments thereof. Each holder of record
on the Record Date is entitled to one vote on all matters considered for each
share of Common Stock of the Company so
1
<PAGE>
held. On the Record Date, there were 6,066,816 shares of Common Stock of the
Company issued and outstanding. One-third of the outstanding shares will
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
are counted for purposes of determining the presence or absence of a quorum
for the transaction of business. Abstentions are counted in tabulations of
the votes cast on proposals presented to stockholders, whereas broker
non-votes are not counted for purposes of determining whether a proposal has
been approved.
ELECTION OF DIRECTORS
BOARD OF DIRECTORS
The Board of Directors of the Company, pursuant to the By-Laws of
the Company, has set the number of directors of the Company at six. All
directors elected at the Annual Meeting will hold office until the next
annual meeting of stockholders following their election and until their
successors are elected and qualified.
The Board of Directors has nominated W. Bennett Collett, W. Bennett
Collett, Jr., George W. Galloway, Jr., Timothy L. Hensley, Roland M. Howell,
and Robert L. Hurd for election at the Annual Meeting.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information concerning the
Company's executive officers and directors as of the Record Date:
<TABLE>
<CAPTION>
Director or
Executive Officer
Name Age Position With The Company Since
---- --- ------------------------- -----
<S> <C> <C> <C>
W. Bennett Collett 67 Chief Executive Officer, 1993
Director and Chairman
Robert L. Hurd 60 President and Director 1993
W. Bennett Collett, 44 Executive Vice President, 1993
Jr. Secretary and Director
Timothy L. Hensley 43 Director 1997
George Galloway, Jr 65 Director 1994
Roland M. Howell 83 Director 1995
</TABLE>
NOMINEES FOR ELECTION TO BOARD OF DIRECTORS
The following information is furnished as of the Record Date. Each
of the nominees for election to the Board of Directors is currently serving
as a director of the Company.
W. BENNETT COLLETT has served as Chairman of the Board, Chief
Executive Officer and a director of Freedom Financial Corporation ("Freedom")
since its formation in 1985. Freedom was a bank holding company until January
1988 at which point it sold its banking subsidiaries. Mr. Collett has served
as President and as a director of Freedom Holding, Inc.
2
<PAGE>
("Holding") since its formation in December 1992. Holding's sole business
currently is to hold shares of Freedom. Mr. Collett has been involved in the
management of banking and financial service companies for over 23 years
having been a principal of ten commercial banks. For 14 years Mr. Collett was
a principal shareholder and chief executive officer of various banks and
finance companies in Alabama, Arkansas, Georgia, Indiana and Missouri ranging
in asset size from $1,000,000 to $250,000,000.
ROBERT L. HURD has served as President and a director of Freedom
since July 1, 1991 and as President and as a director of Holding since April
20, 1998. Mr. Hurd has served as President and Chairman of General Health
Care Corporation, a New Jersey based company in the health care apparel
business, since February 13, 1995. From 1987 until 1991, Mr. Hurd was
President and Chairman of Pacific Press & Shear Inc. a hydraulic press and
shear manufacturer.
W. BENNETT COLLETT JR. served as President of Freedom from 1988 to
1989. Since August 1989, Mr. Collett has served Freedom as Executive Vice
President. He has been a director of Freedom since its formation in 1985 and
a director of Holding since April 20, 1998. He presently serves as Secretary
and Treasurer of Holding. Mr. Collett is responsible for supervision of the
Company's gaming operations (live jai-alai performances and inter track
wagering). Mr. Collett was appointed to the Company's Board of Directors on
August 9, 1994. W. Bennett Collett Jr. is the son of W. Bennett Collett.
TIMOTHY L. HENSLEY served Freedom from 1988 to June 1998 in various
capacities, including President, Executive Vice President, Treasurer and a
Director. Mr. Hensley was appointed to the Company's Board of Directors on
February 27, 1997. Mr. Hensley served as Executive Vice President, Treasurer
and Chief Financial Officer of the Company from 1993 until he resigned in
June 1998 to accept a position as Chief Financial Officer of Park Trust
Development, a residential and commercial real estate development company
located in Murfreesboro, Tennessee.
GEORGE W. GALLOWAY JR. has been a self-employed physician since 1958
and has served as the medical director of the emergency room at Kennestone
Hospital in Marietta, Georgia since 1983.
ROLAND M. HOWELL served in hotel management for over thirty years
and was an owner and operator of hotels in Florida for approximately twenty
years before his retirement in 1969. He is currently a private investor with
investments primarily in municipal bonds, stocks, and real estate.
The Company's Board of Directors held 7 meetings during 1998 . Dr.
George W. Galloway, Jr. attended 4 meetings of the Board of Directors, and
Mr. Robert Hurd attended 5 of the meetings. All of the other directors
attended six or more meetings of the Board of Directors. The Board of
Directors has no standing audit, nominating or compensation committees.
COMPLIANCE WITH SECTION l6(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than 10
per Cent of the Company's Common stock to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock.
3
<PAGE>
Officers, directors and greater than 10 percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
To the Company's knowledge, based solely on a review of the copies
of such reports and certain representations furnished to the Company, during
the fiscal year ended December 31, 1998, all Section 16(a) filing
requirements applicable to its officers, directors and greater than ten
percent beneficial owners were satisfied.
EXECUTIVE COMPENSATION
The following table sets forth all cash compensation paid by the
Company for the fiscal years ended December 31, 1998, 1997, and 1996 to W.
Bennett Collett, W. Bennett Collett, Jr. (W. B. Collett, Jr.) and Robert L.
Hurd. W. Bennett Collett received no cash compensation from the Company from
the time he began service as an executive officer on March 31, 1993 through
December 31, 1995.
<TABLE>
<CAPTION>
Summary Compensation Table
--------------------------
Annual Long Term
Compensation Compensation
------------ ------------
Name and Principal Fiscal Options/ All Other
Position Year Salary SARS Compensation
-------- ---- ------ ---- ------------
<S> <C> <C> <C> <C>
W. Bennett Collett 1998 $ * -0- -0-
Chairman of the 1997 237,000 165,000 -0-
Board and Chief 1996 390,000 -0- -0-
Executive Officer
Robert L. Hurd 1998 $ ** -0- -0-
President and 1997 84,876 40,000 -0-
Director 1996 108,000 -0- -0-
W. B. Collett, Jr. 1998 $ 154,500 -0- -0-
Executive Vice 1997 165,500 40,000 -0-
President and 1996 97,000 100,000 -0-
Director
</TABLE>
* During the first eight months of 1997, Mr. Collett received monthly salary
payments totaling $237,000. In September, 1997, the Company discontinued the
salary payments to Mr. Collett and began paying $30,000 per month to Freedom
Financial Corporation in lieu of paying a salary to Mr. Collett. The payments
to Freedom Financial Corporation totaled $120,000 in 1997 and $360,000 in
1998. Mr. Collett is Chairman of the Board and Chief Executive Officer of
Freedom Financial Corporation. There is no written employment or consulting
agreement between the Company and Freedom Financial Corporation.
** During the first ten months of 1997, Mr. Hurd received monthly salary
payments totaling $84,876. In November, 1997, the Company discontinued salary
payments to Mr. Hurd and began paying an average of $5,500 per month to
Freedom Financial Corporation in lieu of paying a salary to Mr. Hurd. The
payments to Freedom Financial Corporation totaled $17,500 in 1997 and $66,000
in 1998. Mr. Hurd is President of Freedom Financial
4
<PAGE>
Corporation. There is no written employment or consulting agreement between
the Company and Freedom Financial Corporation.
AGGREGATED OPTION EXERCISES IN FISCAL 1998
AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised
Options at Fiscal Year End
(#)
Shares Acquired Value Exercisable/
Name on Exercise (#) Realized($) Unexercisable(#)
---- --------------- ----------- ----------------
<S> <C> <C> <C>
W. Bennett Collett -0- -0- -0-/-0-
W. B. Collett, Jr. -0- -0- -0-/-0-
Robert L. Hurd -0- -0- -0-/-0-
</TABLE>
DIRECTOR COMPENSATION
The Company currently pays its non-management directors, Timothy L.
Hensley, Dr. George W. Galloway, Jr., and Roland M. Howell a $500 monthly
fee. W. Bennett Collett, W. B. Collett, Jr., and Robert L. Hurd receive no
directors fees.
On August 9, 1994, the Company adopted a Directors' Stock Option
Plan pursuant to which each current and future directors of the Company will
receive an option to purchase 25,000 shares of Common Stock. All options
previously granted pursuant to the Directors' Stock Option Plan were canceled
effective November 2, 1998.
On February 26, 1997, the Company adopted a Directors' Continuing
Stock Option Plan that provides that every director will be granted an option
to purchase 10,000 shares of common Stock for each full or partial year that
such director served as such before January 1, 1997 and for each full year as
a director after December 31, 1996. All options previously granted pursuant
to the Directors' Continuing Stock Option Plan were canceled effective
November 2, 1998.
On February 9, 1999, the Board of Directors rescinded the Company's
Directors Stock Option Plan, which was adopted in 1994, and the Company's
Directors Continuing Stock Option Plan, which was adopted in 1997. On the
same date, the Board of Directors adopted a new Directors and Officers Stock
Option Plan and on February 11, 1999 options were granted to each director,
including W. Bennett Collett, W. B. Collett, Jr. and Robert L. Hurd, to
purchase 60,000 shares Common Stock for $1.125 per share, which was the last
sales price of the Common Stock in the over-the-counter market on February
10, 1999. Additional options were granted to W. Bennett Collett for 400,000
shares, W. B. Collett, Jr. for 150,000 shares, and Robert L. Hurd for 25,000
shares. The options are exercisable, in whole or in part, from time to time,
anytime after August 26, 1999 and before August 11, 2004.
5
<PAGE>
New options were granted to purchase stock at the market price
prevailing on the date prior to the date of grant because the old options,
which were canceled, were significantly out of the money and did not provide
an incentive for the directors and officers to strive to contribute to the
success of the Company.
INDEMNIFICATION
Under Section 145 of the Delaware General Corporation Law ("DGCL"),
the Company has the power to indemnify directors and officers under certain
prescribed circumstances and subject to certain limitations against certain
costs and expenses, including attorney's fees, actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative, or investigative, to which any of them is a party
by reason of his being a director or officer of the Company if it is
determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provisions. The Company's Bylaws provide
that the Company shall indemnify each person who may be indemnified pursuant
to Section 145, as amended from time to time (or any successor provision
thereto), to the fullest extent permitted by Section 145. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Freedom and Holding may each be deemed to be a "parent" of the
Company as such term is defined in the rules promulgated under the Exchange
Act. For information with respect to the ownership of stock in Freedom and
Holding, see "Security Ownership of Certain Beneficial Owners and Management"
elsewhere herein.
On June 22, 1998, the Company repurchased 84 shares of its $1,000
par value Series F Preferred Stock from Interstate for $84,000 and Freedom
paid in full the remaining balance of $233,034, plus interest at 2% above the
prime rate due the Company on an existing loan.
During 1996, the Board of Directors established the annual salary of
W. Bennett Collett, the Chairman of the Board and Chief Executive Officer of
the Company, at $360,000, payable monthly. Mr. Collect had received no salary
for the previous two years. During 1997, Mr. Collett received 8 monthly
payments of $30,000 consistent with the Board's directive. In September,
1997, the Company discontinued the salary payments to the Mr. Collett and
began paying $30,000 per month to Freedom in lieu of his salary. No written
employment or consulting agreement exists between the Company and Freedom.
Beginning November 1, 1997, the Company discontinued salary payments of
$9,000 per month to Robert L. Hurd, the President of the Company, and began
paying $8,000 per month to Freedom in lieu of his salary. Mr. Collett and Mr.
Hurd are Chairman of the Board and Chief Executive Officer and President,
respectively, of Freedom.
On November 10, 1998, the Board of Directors of the Company
authorized the Company to borrow up to $1,500,000 from Freedom Financial
Corporation ("Freedom"), an affiliate, with the loan to be represented by a
promissory note (the "Company Note") bearing interest at the rate of 15% per
annum and secured by a first lien on the shares of
6
<PAGE>
the Company's wholly-owned subsidiaries, Florida Gaming Centers, Inc.
("Centers") and Tara Club Estates, Inc. ("Tara") and by a second lien on
substantially all of the Company's other assets. The Note will be guaranteed
by Centers and Tara with their guaranties secured by a second lien on
substantially all of their respective assets. Freedom may partially fund the
Company Note out of the proceeds of a loan from a commercial bank (the
"Freedom Note"). The Freedom Note to the Commercial Bank, if incurred, will
bear interest at 13% per annum and must be personally guaranteed by W.
Bennett Collett, the Company's Chairman and Chief Executive Officer. The
Freedom Note will be secured by an assignment of the Company Note and the
collateral securing the Company Note. The Company Note and the Freedom Note
will be due on demand or one (1) year from date if no demand is made. Five
points must be paid at the closing of the Freedom Note and a like amount will
be paid at the closing of the Company Note to Freedom.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of the Record
Date concerning each stockholder known to the Company to own beneficially
more than five percent of the outstanding Common Stock of the Company and
information regarding beneficial ownership of Common Stock, the Class B
Common Stock of Freedom and the Common Stock of Holding by each director and
executive officer, and all directors and executive officers as a group. Of
the 1,774,480 shares of the Company's Common Stock currently held of record
by Freedom, 1,100,000 shares have been pledged by Freedom to a bank to secure
a $1,800,000 line of credit and the remaining shares have been pledged to
other creditors. Freedom and Holding each may be deemed to be a "parent" of
the Company as such term is defined in the rules promulgated under the
Securities Exchange Act of 1934. Holding's sole business currently is to hold
shares of Freedom.
<TABLE>
<CAPTION>
THE COMPANY FREEDOM HOLDING
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
Number Percent Number Percent Number Percent
Directors Of Of Of Of Of Of
And Shares Class Shares Class Shares Class
Executive Officers (1) (2) (1) (3) (1) (4)
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
W.B. Collett 2,531,149(5) 38.8% 1,109,011(6) 95.0% 412.1 74.3%
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
Robert L Hurd 86,000(7) 1.4% 54.3(8) 9.8%
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
W.B.Collett, Jr 210,000(16) 4.1% --- --- 87.9 15.9%
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
Roland M. Howell 856,669(9,14) 14% --- --- --- ---
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
Timothy L. Hensley 60,000(17) 1% --- --- --- ---
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
George W. Galloway, Jr. 60,000(18) 1% --- --- --- ---
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
All current directors and
Executive officers as a
group (6 persons)
(10)........................ 3,803,818 50.1% 1,109,011 95.0% 554.30 100%
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
Number Percent Number Percent Number Percent
Of Of Of Of Of Of
5% Beneficial Shares Class Shares Class Shares Class
Owners (1) (2) (1) (3) (1) (4)
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
Freedom Financial
Corporation (5)(11) 2,071,149 34.1% N/A N/A N/A N/A
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
BOK DPC Asset Holding
Corporation(13) 703,297 11.6% N/A N/A N/A N/A
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
Roland M. and
Dorothy V.
Howell(9)(14) 856,669 14% N/A N/A N/A N/A
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
Isle of Capri Casinos,
Inc.*(15) 369,426(12) 6.1% N/A N/A N/A N/A
- ----------------------------- ---------------- ------------ -------------- ---------- ------------ ----------
</TABLE>
*Casino America, Inc. changed their name to Isle of Capri Casinos, Inc. on
September 25, 1998
(1) Based upon information furnished to the Company by the named person, and
information contained in filings with the Securities and Exchange Commission
(the "Commission"). Under the rules of the Commission, a person is deemed to
beneficially own shares over which the person has or shares voting or
investment power or which the person has the right to acquire beneficial
ownership within 60 days. Unless otherwise indicated, the named persons have
sole voting and investment power with respect to shares shown by them.
(2) Based on 6,066,816 shares outstanding as of the Record Date. Shares of
Common Stock subject to options exercisable or preferred stock convertible
within 60 days are deemed outstanding for computing the percentage of class
of the person holding such options or preferred stock, but are not deemed
outstanding for computing the percentage of class for any other person.
(3) Based on 1,167,943 shares outstanding as of the Record Date. Class B
Common Stock is the only class of Freedom's capital stock issued and
outstanding.
(4) Based on 554.3 shares outstanding on the Record Date.
(5) Includes 2,071,149 shares beneficially owned by Freedom, which includes
296,669 shares into which 1,000 shares of the Company's Series F Preferred
Stock owned by Interstate are convertible. Mr. Collett may be deemed to
beneficially own the shares held by Freedom, although he disclaims beneficial
ownership of such shares. In addition, it includes options granted to Mr.
Collett to purchase 460,000 shares.
(6) Includes 1,109,011 shares owned by Holding. Mr. Collett may be deemed to
beneficially own the shares held by Holding, although he disclaims beneficial
ownership of such shares.
(7) Includes 1,000 shares owned by the Hurd Family Partnership, L.P., of
which Mr. Hurd is general partner. In addition, it includes Mr. Hurds option
to purchase 85,000 shares.
8
<PAGE>
(8) Includes 54.3 shares owned by the Hurd Family Partnership, L.P., of which
Mr. Hurd is general partner.
(9) Includes 296,669 shares into which 1,000 shares of the Company's Series F
Preferred Stock owned jointly by Mr. and Mrs. Howell are convertible. Of the
856,669 shares, Mr. and Mrs. Howell own 641,669 shares as joint tenants and
share voting and investment power, Mr. Howell owns 10,000 shares individually
and retains sole voting and investment power with respect to these shares,
and Mrs. Howell owns 145,000 shares individually and retains sole voting and
investment power with respect to these shares. In addition, it includes
options granted to Mr. Howell to purchase 60,000 shares.
(10) Includes 1,528,338 shares which may be acquired by all directors and
executive officers as a group.
(11) See Note (5). The address of Freedom Financial Corporation and Freedom
Holding, Inc. is 2669 Charlestown Road, Suite D, New Albany, Indiana 47150.
The business address of W. B. Collett is 1750 South Kings Highway, Fort
Pierce, Florida 34945-3099.
(12) Isle of Capri Casinos, Inc. owns 27,707 shares of Freedom's 7% Series AA
Mandatorily Redeemable Preferred Stock. (the "Freedom Preferred Stock").
Until October 4, 1999, the Freedom Preferred Stock is convertible into
184,713 shares of the Company's Common Stock owned by Freedom if at the time
of conversion Florida law permits casino style gaming in Florida and 369,426
shares if at the time of conversion Florida law does not permit casino style
gaming in Florida.
(13) BOK DPC Asset Holding Corporation's address is Bank of Oklahoma Tower,
P.O. Box 2300, Tulsa Oklahoma 74192
(14) Roland M. and Dorothy V. Howell's address is Plaza Venetia, Suite 22
A-B, Miami, Florida 33123.
(15) Isle of Capri Casinos, Inc. address is 711 Washington Loop, Biloxi,
Mississippi 39530.
(16) W. Bennett Collett, Jr. has been granted the option to purchase 210,000
shares.
(17) Timothy L. Hensley has been granted the option to purchase 60,000 shares.
(18) George W Galloway, Jr. has been granted the option to purchase 60,000
shares.
INDEPENDENT PUBLIC ACCOUNTANTS
King & Company, PSC serves as the Company's independent public
accountants and audited the Company's financial statements for the fiscal
years ended December 31, 1995, 1996, 1997 and 1998 following the engagement
of King & Company PSC on January 9, 1995. It is anticipated that a
representative of King & Company PSC will be present at the Annual Meeting,
will have an opportunity to make a statement should he desire to do so, and
will be available to respond to appropriate questions.
9
<PAGE>
EXPENSES OF SOLICITATION
All expenses incurred in connection with the solicitation of proxies
will be borne by the Company. The Company will reimburse brokers, fiduciaries
and custodians for their costs in forwarding proxy materials to beneficial
owners of Common Stock held in their names. Solicitation may be undertaken by
mail, telephone and personal contact by directors, officers and employees of
the Company without additional compensation.
STOCKHOLDERS' PROPOSALS FOR 2000 ANNUAL MEETING
Proposals of stockholders intended to be presented at the 2000
Annual Meeting of Stockholders must be received by the Company on or before
August 17, 2000 to be eligible for inclusion in the Company's proxy statement
and proxy relating to that meeting.
OTHER INFORMATION
Management does not know of any matters other than those referred to
in the accompanying Notice of Annual Meeting of Stockholders which may
properly come before the meeting. As to any other matter or proposal that may
properly come before the meeting, it is intended that proxies solicited will
be voted in accordance with the discretion of the proxy holders. The form of
proxy and the proxy statement have been approved by the Board of Directors
and are being mailed and delivered to stockholders by its authority.
A COPY OF THE COMPANY'S FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31,
1998, WITHOUT EXHIBITS, IS BEING DELIVERED WITH THIS PROXY STATEMENT. A COPY
OF THE COMPANY'S FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1998 AND/OR A
COPY OF THE COMPANY'S FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1999
MAY BE OBTAINED WITHOUT CHARGE BY WRITING TO: MRS. KIM THARP, FLORIDA GAMING
CORPORATION, 2669 CHARLESTOWN ROAD, SUITE D, NEW ALBANY, INDIANA 47150 OR BY
CALLING (502) 589-2000.
10
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This Proxy is Solicited by the Board of Directors
FLORIDA GAMING CORPORATION (THE "CORPORATION")
The undersigned hereby appoints Robert L. Hurd and W. B. Collett, Jr., or
either of them (with full power to act alone), as proxies, with the
Corporation's Chief Executive Officer retaining the power of substitution should
either of them be unable to serve, to represent and to vote all of the stock of
the Corporation held of record or which the undersigned is otherwise entitled to
vote, at the close of business on November 19, 1999, at the 1999 Annual Meeting
of Stockholders to be held at Ramada Inn, 700 W. Riverside Dr., Jeffersonville,
IN 47130 on December 20, 1999, at 2:00 P.M. (local time) and at any adjournments
thereof, with all the powers the undersigned would possess if personally
present, as follows:
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1. ELECTION OF DIRECTORS
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to
(except as marked to the contrary below) vote for all nominees listed below
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W. Bennett Collett, W. Bennett Collett, Jr., George W. Galloway, Jr.,
Timothy L. Hensley, Roland M. Howell, and Robert L. Hurd
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEES,
WRITE THE NOMINEE'S NAME ON THE LINE BELOW)
________________________________________
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2. PROPOSAL TO RATIFY THE APPOINTMENT OF KING & COMPANY AS INDEPENDENT AUDITORS OF THE CORPORATION FOR
1999.
/ / FOR / / AGAINST / / ABSTAIN
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3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come
before the meeting.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS AND WILL BE VOTED AS SPECIFIED
AND IN ACCORDANCE WITH THE ACCOMPANYING PROXY STATEMENT. IF NO INSTRUCTION IS
INDICATED, THIS SIGNED AND DATED PROXY WILL BE VOTED "FOR" ALL OF THE NOMINEES
LISTED IN ITEM 1 AND "FOR" ITEM 2.
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Signature
Additional signature, if held jointly
Dated: , 1999
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENVELOPE PROVIDED
Please sign exactly as name appears at left.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full corporate
name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized officer.
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