<PAGE> 1
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
INLAND CASINO 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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> 2
INLAND CASINO CORPORATION
4225 EXECUTIVE SQUARE, SUITE 1650
LA JOLLA, CALIFORNIA 92037
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
------------------------
You are invited to attend the Annual Meeting of Shareholders of Inland
Casino Corporation (the "Company") to be held at 10:00 A.M., California time, on
Thursday, December 12, 1996, at the La Jolla Marriott Hotel, located at 4240 La
Jolla Village Drive, La Jolla, California 92037 for the following purposes:
1. To elect eight directors to the Board of Directors to hold office
for a term of one year and until their respective successors are elected
and qualified.
2. To consider and act upon a proposal to approve the Company's 1996
Nonemployee Directors Stock Option Plan.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors nominates Duane M. Eberlein, Forrest J. Gerard,
Andrew B. Laub, Jana McKeag, G. Fritz Opel, Arthur R. Pfizenmayer, Cornelius E.
("Neil") Smyth, and L. Donald Speer, II, for election to the Board of Directors.
The Board of Directors has fixed the close of business on October 23, 1996,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the meeting.
EACH SHAREHOLDER IS CORDIALLY INVITED TO BE PRESENT AND TO VOTE AT THIS
ANNUAL MEETING IN PERSON. SHAREHOLDERS ARE REQUESTED TO SIGN, DATE AND RETURN
THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE PAID AND ADDRESSED ENVELOPE, WHETHER
OR NOT THEY EXPECT TO ATTEND. IN THE EVENT A SHAREHOLDER WHO HAS RETURNED A
SIGNED PROXY ELECTS TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON, THE
SHAREHOLDER WILL BE ENTITLED TO VOTE.
By Order of the Board of Directors,
[SIG]
Duane M. Eberlein
Secretary
La Jolla, California
October 28, 1996
<PAGE> 3
INLAND CASINO CORPORATION
4225 EXECUTIVE SQUARE, SUITE 1650
LA JOLLA, CALIFORNIA 92037
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Inland Casino Corporation (the "Company")
to be voted at the Annual Meeting of Shareholders of the Company to be held on
Thursday, December 12, 1996, at the La Jolla Marriott Hotel, located at 4240 La
Jolla Village Drive, La Jolla, California 92037, at 10:00 A.M., California time,
and at any adjournments thereof (the "Annual Meeting"), for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders and described
herein. The approximate date on which this Proxy Statement and the enclosed form
of proxy are first being sent or given to shareholders is November 12, 1996.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Board of Directors of the Company (the "Board of Directors" or the
"Board") has fixed the close of business on October 23, 1996, as the record date
for the determination of shareholders entitled to receive notice of, and to vote
at, the Annual Meeting (the "Record Date"). The only outstanding class of stock
of the Company is its common stock, par value $.001 per share ("Common Stock"),
and, at the Record Date, 3,854,548 shares were outstanding. Each share of Common
Stock entitles the record holder on the Record Date to one vote on all matters.
With respect to the election of directors only (Proposal 1), shareholders may
vote in favor of all nominees or withhold their votes as to all nominees or
withhold their votes as to specific nominees.
Any shareholder giving a proxy has the power to revoke the proxy prior to
its exercise. A proxy may be revoked (i) by delivering to the Secretary of the
Company, Duane M. Eberlein, at or prior to the Annual Meeting, an instrument of
revocation or a duly executed proxy bearing a date or time later than the date
or time of the proxy being revoked or (ii) at the Annual Meeting if the
shareholder is present and elects to vote in person. Mere attendance at the
Annual Meeting will not serve to revoke a proxy.
All proxies received and not revoked will be voted as directed. If no
directions are specified, such proxies will be voted "FOR" (i) election of the
Board's eight nominees for directors and (ii) approval of the Company's 1996
Nonemployee Directors Stock Option Plan. As to any other business which may
properly come before the Annual Meeting, the persons named in such proxies will
vote in accordance with their best judgment, although the Company does not
presently know of any other such business.
A majority of the outstanding shares of Common Stock entitled to vote must
be represented in person or by proxy at the Annual Meeting in order to
constitute a quorum for the transaction of business. Abstentions and non-votes
will be counted for purposes of determining the existence of a quorum at the
Annual Meeting. A candidate for election as a director will be elected by the
affirmative vote of a plurality of the shares of Common Stock present in person
or by proxy, entitled to vote and actually voting at the Annual Meeting. The
affirmative vote of a majority of the shares of Common Stock present in person
or by proxy and entitled to vote on a proposal (other than election of
directors) is required for the adoption of such proposal. Abstentions will be
counted as votes against any proposal as to which a shareholder abstains, but
non-votes will have no effect on the voting with respect to any proposal as to
which there is a non-vote. A non-vote may occur when a nominee holding shares of
Common Stock for a beneficial owner does not vote on a proposal because such
nominee does not have discretionary voting power and has not received
instructions from the beneficial owner.
The expenses of soliciting proxies for the Annual Meeting are to be paid by
the Company. Solicitation of proxies may be made by means of personal calls
upon, or telephonic or telegraphic communications with, shareholders or their
personal representatives by directors, officers and employees of the Company who
will not be specially compensated for such services. Although there is no formal
agreement to do so, the Company may reimburse banks, brokerage houses and other
custodians, nominees and fiduciaries for their reasonable
<PAGE> 4
expenses in forwarding this Proxy Statement to shareholders whose Common Stock
is held of record by such entities.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table contains certain information as of the Record Date
regarding all persons who, to the knowledge of the Company, were the beneficial
owners of more than 5% of the outstanding shares of Common Stock, each of the
directors of the Company, the nominees for director, each of the executive
officers named in the Summary Compensation Table set forth herein under the
caption "Compensation of Executive Officers" (such officers, collectively, the
"Named Executive Officers") and all directors and executive officers as a group.
The persons named hold sole voting and investment power with respect to the
shares shown opposite their respective names, unless otherwise indicated. The
information with respect to each person specified is as supplied or confirmed by
such person or based upon statements filed with the Securities and Exchange
Commission (the "SEC").
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OWNERSHIP(1)(2) CLASS(1)(2)
--------------------------------------------------------- ----------------- -----------
<S> <C> <C>
Directors/Nominees
L. Donald Speer, II(3)(4).............................. 2,528,360 65.6%
Arthur R. Pfizenmayer(4)(5)............................ 35,000 *
Andrew B. Laub(4)(5)................................... 50,000 1.3%
G. Fritz Opel(4)(5).................................... 20,000 *
Duane M. Eberlein(4)(5)................................ 42,270 1.1%
Jana McKeag(5)......................................... 10,000 *
1350 I Street, N.W.
Suite 200
Washington, D.C. 20005
Forrest J. Gerard...................................... -- --
2901 Don Pablo, N.W.
Albuquerque, New Mexico 87104
Cornelius E. ("Neil") Smyth............................ -- --
20 Bahama Bend
Coronado, California 92118
Named Executive Officers, Who are Not Directors/Nominees
Karol M. Schoen(6)..................................... 501,773 12.9%
9254-B Lake Murray Boulevard
San Diego California 92119
Jack R. Smith.......................................... -- --
676070 Saratoga Corte
Rancho Santa Fe, California 92067
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (10
persons)(7)............................................ 2,705,630 67.1%
</TABLE>
- ---------------
* Less than one percent.
(1) Subject to applicable community property and similar statutes.
(2) Includes (a) shares beneficially owned, whether directly or indirectly,
individually or together with associates, and (b) shares of which beneficial
ownership may be acquired within 60 days of the Record Date by exercise of
stock options ("Stock Option Shares").
(3) Mr. Speer holds an irrevocable proxy to vote 190,000 shares of Common Stock
held of record and beneficially by Alan Henry Woods; accordingly, all
190,000 shares held by such shareholder are also deemed to be beneficially
held by Mr. Speer.
(Footnotes continued on the following page)
2
<PAGE> 5
(Footnotes continued from the preceding page)
- ---------------
(4) The mailing address of such shareholder is in care of Inland Casino
Corporation, 4225 Executive Square, Suite 1650, La Jolla, California 92037.
(5) All Stock Option Shares.
(6) Includes 24,557 Stock Option Shares.
(7) Includes 177,270 Stock Option Shares. In addition, Ms. Schoen and Mr. Smith
are not counted among the ten persons comprising "all directors and
executive officers as a group" because they are no longer executive officers
or directors of the Company.
CHANGE IN CONTROL OF THE COMPANY
Historical. Effective as of May 22, 1995 (the "Effective Date"), Inland
Casino Corporation, a Delaware corporation ("ICC II") was merged (the "Merger")
with and into Twin Creek Exploration Co., Inc., a Utah corporation ("Twin
Creek"). Following the Merger, the name of Twin Creek was changed to Inland
Casino Corporation.
Pursuant to the Merger, the Company's common stock issued and outstanding
immediately prior to the Merger was reverse split on a 1-for-100 basis, each
issued and outstanding share of common stock of ICC II was converted into 99.42
shares of common stock of the Company, and each option to purchase common stock
of ICC II was converted into an option to purchase 99.42 shares of common stock
of the Company. As a result of the Merger, approximately 95% of the outstanding
capital stock of the Company was acquired by the shareholders of ICC II.
In connection with the Merger, the directors of Twin Creek resigned and
were replaced by the directors of ICC II. The officers of Twin Creek also
resigned in connection with the Merger and were replaced by the officers of ICC
II.
ICC II was organized in June 1994 to consolidate, through a roll-up
transaction, various entities which were owned by the shareholders of ICC II and
which were directly or indirectly involved in the operation of the Barona Casino
(the "Barona Casino") in San Diego County, California (the "Roll-Up
Transaction"). These entities included Inland Casino Corporation, a Nevada
corporation ("ICC I"), Inland Casino Partners, a California general partnership
("ICP"), Eagle Edge Partners, a California limited partnership ("EEP") and
Redwood Gaming, Inc., a California corporation ("Redwood").
FOR PURPOSES OF THIS PROXY STATEMENT, REFERENCES TO THE COMPANY AND TO ANY
FINANCIAL INFORMATION RELATING TO THE COMPANY SHALL REFER TO THE COMBINED
COMPANIES (I.E., ICC II PRIOR TO THE MERGER AND PRIOR TO THE ROLL-UP
TRANSACTION, ICC I, ICP, EEP AND REDWOOD) AS IF SUCH COMPANIES HAD ALWAYS
OPERATED AS A SINGLE ENTITY, RATHER THAN TO TWIN CREEK PRIOR TO THE MERGER.
Repurchase Transactions. In March 1996, the Company purchased 1,908,865
shares of Common Stock from a former executive officer and director and in
September 1996, the Company purchased 6,778,244 shares of Common Stock, from two
principal shareholders, one of whom was a non-employee director of the Company.
As a result of such repurchase transactions and since March 1996, Mr. L. Donald
Speer, II's beneficial ownership in the shares of Common Stock increased from
50.5% to 65.6%. See "Transactions with Management and Others," herein.
Arrangements Which May Result in a Change of Control. Pursuant to the
Company's Articles of Incorporation (the "Articles"), no person may become an
officer, director or the beneficial owner of such number of any class or series
of the Company's issued and outstanding capital stock such that he or she shall
hold, directly or indirectly, one of the ten greatest financial interests in the
Company (an "Interested Person") unless such Interested Person agrees in writing
to (i) provide the National Indian Gaming Commission ("Gaming Commission") or
other gaming authority having jurisdiction over the Company's operations
("Gaming Authority") with information regarding such Interested Person,
including information regarding other gaming-related activities of such
Interested Person and financial statements, in such form, and with such updates,
as may be required by the Gaming Commission or other Gaming Authority; (ii)
respond to written or oral questions that may be propounded by the Gaming
Commission or any Gaming Authority; and (iii) consent to the performance of any
background investigation that may be required by the Gaming
3
<PAGE> 6
Commission or any Gaming Authority, including an investigation of any criminal
record of such Interested Person.
In the event that an Interested Person (i) fails to provide information
requested by the Gaming Commission or any Gaming Authority; (ii) gives the
Gaming Commission or any Gaming Authority cause either to deny approval of or to
seek to void a management contract to which the Company is a party; or (iii)
takes action that will affect the voiding of any such management contract, such
Interested Person shall be required to divest all of the Company's stock owned
by such shareholder within a 90-day period. If the Interested Person is unable
to sell such stock within this period, the Interested Person shall notify the
Company in writing, and the Company shall repurchase such stock at a purchase
price equivalent to the lower of such stock's book value or cost.
ELECTION OF DIRECTORS
PROPOSAL 1
Under the Articles and Bylaws of the Company (the "Bylaws"), eight persons,
Duane M. Eberlein, Forrest J. Gerard, Andrew B. Laub, Jana McKeag, G. Fritz
Opel, Arthur R. Pfizenmayer, Cornelius E. ("Neil") Smyth, and L. Donald Speer,
II, have been nominated by the Board of Directors for election at the Annual
Meeting to serve one year terms expiring at the Company's annual meeting in 1997
and until his or her respective successor is elected and qualified. A plurality
of the votes cast at the Annual Meeting is required for election of each
nominee.
The Bylaws provide for not less than three nor more than ten directors, the
exact number within the range being set by the Board of Directors, from time to
time. Currently, the Board of Directors has set that number at eight directors.
Each of the eight nominees, whose term expires at the Annual Meeting, presently
serves as a director and has served continuously as a director of the Company
since the date indicated under the caption "Information with Respect to the
Director Nominees" below. In the event the nominee is unable to or declines to
serve as a director at the time of the Annual Meeting, which is not anticipated,
the persons named in the proxy will vote for the election of such person or
persons as may be designated by the present Board of Directors. UNLESS OTHERWISE
DIRECTED IN THE ACCOMPANYING PROXY, THE PERSONS NAMED THEREIN WILL VOTE FOR THE
ELECTION OF THE EIGHT DIRECTOR NOMINEES LISTED BELOW.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
DUANE M. EBERLEIN, FORREST J. GERARD, ANDREW B. LAUB, JANA MCKEAG, G. FRITZ
OPEL, ARTHUR R. PFIZENMAYER, CORNELIUS E. ("NEIL") SMYTH, AND L. DONALD SPEER,
II AS DIRECTORS.
4
<PAGE> 7
INFORMATION WITH RESPECT TO THE DIRECTOR NOMINEES
The following table sets forth information regarding the nominees,
including age on the date of the Annual Meeting, present position with the
Company, and other business experience during the past five years. Messrs. Opel
and Pfizenmayer became directors in October 1995, Ms. Jana McKeag became a
director of the Company in February 1996 and Mr. Gerard became a director in
September 1996; each of the other nominee/directors named below became directors
on the Effective Date. With the exception of Messrs. Gerard and Smyth, each of
the other directors/nominees is an executive officer of the Company.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME AGE OTHER INFORMATION CONCERNING NOMINEE
- ------------------------------ --- --------------------------------------------------------
<S> <C> <C>
L. Donald Speer, II........... 47 L. Donald Speer, II has served as Chief Executive
Officer and Chairman of the Board of the Company since
the Effective Date and of ICC II from June 1994 to the
Effective Date. From March 1991 through June 1994, Mr.
Speer was the founder, Chairman of the Board, Chief
Executive Officer and a director of ICC I, and managing
general partner of ICP. Mr. Speer was President of ICC I
from its inception through March 1994. From July 1986
through January 1992, Mr. Speer was Chairman of the
Board, Chief Executive Officer and a director of
Southwest Gaming, Inc., which provided operating
services for the Desert Oasis Indian Casino, a poker
casino on the Cabazon Indian Reservation near Indio,
California.
Arthur R. Pfizenmayer......... 51 Arthur R. Pfizenmayer has served as the Company's
President and Chief Operating Officer since February
1996. Prior thereto, Mr. Pfizenmayer has held several
executive officer positions with the Company including
Vice President, Corporate Development from July 1995 to
February 1996 and Vice President, Corporate Security
from the Effective Date to July 1995. From 1969 through
January 1995, Mr. Pfizenmayer was an agent of the
Federal Bureau of Investigation ("FBI"), serving most
recently as supervisor and program manager for the
Organized Crime Program, as well as supervisor of all
organized crime investigations in the FBI's jurisdiction
in Imperial County.
Andrew B. Laub................ 44 Andrew B. Laub has served as Executive Vice President,
Finance and Development of the Company since July 1995
and Treasurer since the Effective Date. From the
Effective Date to July 1995, Mr. Laub also held the
position of Vice President. From September 1994 to the
Effective Date, Mr. Laub was Vice President, Treasurer
and a director of ICC II. From January 1994 through
August 1994, he was self-employed as a financial
consultant. From July 1987 through January 1994, Mr.
Laub was Treasurer for Southwest Gas Corporation, a
natural gas distribution utility.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME AGE OTHER INFORMATION CONCERNING NOMINEE
- ------------------------------ --- --------------------------------------------------------
<S> <C> <C>
G. Fritz Opel................. 53 G. Fritz Opel has served as Executive Vice President,
Marketing and Consulting Services of the Company since
June 1996. He served as Vice President, Marketing and
Communications from October 1995 until June 1996. From
July 1995 to October 1995, Mr. Opel was employed by the
Company to coordinate the Company's marketing
activities. From September 1993 through June 1995, Mr.
Opel served as a consultant to the Sycuan Casino,
located on the Sycuan Indian Reservation near San Diego,
California, to other Indian tribes, and to the Company.
From August 1989 through September 1993, Mr. Opel served
as Director of Marketing for the Sycuan Casino.
Duane M. Eberlein............. 57 Duane M. Eberlein has served as Vice President and Chief
Accounting Officer of the Company since the Effective
Date. In July 1995, he also was named Chief Financial
Officer of the Company and in September 1996, Secretary.
Mr. Eberlein served as Vice President and Chief
Accounting Officer and a director of ICC II from June
1994 to the Effective Date. From February 1994 through
June 1994, Mr. Eberlein was Controller for ICP. From
July 1993 through February 1994, he was self-employed as
a certified public accountant and a consultant. From
January 1993 through June 1993, he was Controller for
St. Charles Riverfront Station, Inc. owned by Station
Casinos, Inc. in Las Vegas, Nevada. From January 1992
through December 1992, he was Chief Financial Officer
for Audio Communications, Inc. and National Sports
Services, Inc. in Las Vegas, Nevada. From November 1991
through January 1992, Mr. Eberlein performed consulting
work and served as a lecturer in hotel accounting at the
University of Nevada-Las Vegas. From February 1989
through October 1991, he was Director of Construction
Finance, Caesars Palace, Las Vegas.
Jana McKeag................... 45 Jana McKeag has served as a consultant to the Company
from February to March 1996 and Vice President,
Governmental Relations since April 1996. Prior to
joining the Company, Ms. McKeag served from April 1991
through December 1995 as a Commissioner on the National
Indian Gaming Commission. From January through April
1991, Ms. McKeag served as Director of Native American
Programs for the U.S. Department of Agriculture and from
April 1995 to December 1990, she held several senior
management and policy level posts at the U.S. Department
of the Interior including Assistant to the Assistant
Secretary of Indian Affairs.
Forrest J. Gerard............. 71 Currently retired, Mr. Gerard was appointed by President
Jimmy Carter in 1977 as the first Assistant Secretary
for Indian Affairs, a position in which he was
responsible for oversight and administration of the
Bureau of Indian Affairs and the Office of Indian
Education. Prior to his retirement in 1992, Mr. Gerard
spent 12 years (from January 1980 to November 1992) as a
public affairs and public relations consultant
representing various Indian clients including tribes in
Arizona, Minnesota, New Mexico, Oregon and Washington,
as well as other clients in matters related to Indian
affairs.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME AGE OTHER INFORMATION CONCERNING NOMINEE
- ------------------------------ --- --------------------------------------------------------
<S> <C> <C>
Cornelius E. ("Neil") Smyth... 70 Cornelius E. ("Neil") Smyth served as a director of ICC
II from September 1994 to the Effective Date. Mr. Smyth
is currently retired. From February 1990 through August
1990, Mr. Smyth was a consultant in the gaming industry.
From March 1989 through February 1990, he was President
of Mexican operations of Caesars World International
Inc. and from September 1983 through March 1989, Mr.
Smyth was Executive Vice President of Latin American
operations for Caesars World International Inc. From
1981 through 1983, he was President of the Sands Hotel
in Las Vegas. From 1970 through 1981, he was Chief
Financial Officer and Senior Vice President of Caesars
Palace in Las Vegas.
</TABLE>
INFORMATION WITH RESPECT TO EXECUTIVE OFFICERS WHO ARE NOT DIRECTOR NOMINEES
The following table sets forth similar information as that provided for the
director nominees with respect to the executive officers of the Company who are
not director nominees.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION AND
NAME AGE OTHER INFORMATION CONCERNING EXECUTIVE OFFICER
- ------------------------------ --- --------------------------------------------------------
<S> <C> <C>
Bill C. Hammer................ 49 Bill C. Hammer, Esq. was appointed Vice President and
General Counsel of the Company in July 1995. From 1987
until September 1995, Mr. Hammer has been a principal or
shareholder in the Las Vegas law firms of Curran, Hammer
& Parry (from August 1994 to September 1995), Nitz,
Walton & Hammer (from 1989 to July 1994) and Schreck,
Jones, Bernhard, Woloson & Godfrey (from 1987 to 1989).
Robert Regent................. 56 Robert Regent has served as Vice President, Casino
Operations of the Company since February 1996. Prior
thereto, from October 1995 to February 1996, Mr. Regent
served as Director of Casino Operations for the Company
primarily focusing on the Barona Casino. From May to
October 1995, Mr. Regent served as Manager of the Barona
Casino for the Barona Group of Capitan Grande Band of
Mission Indians (the "Barona Tribe"), the principal
client of the Company. Mr. Regent has held numerous
positions with various casinos including Director of
Gaming for the Gold Coast/Gold Shore Casino in Biloxi,
Mississippi from February 1993 to May 1995; Assistant
Casino Manager/Shift Manager for the Splash Casino in
Tunica, Mississippi from September 1992 to February
1993; and Pit Boss and Shift Manager for the Horseshoe
Hotel & Casino in Las Vegas, Nevada from June 1988 to
September 1992.
</TABLE>
7
<PAGE> 10
INFORMATION ABOUT THE BOARD OF DIRECTORS
AND COMMITTEES OF THE BOARD
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board of Directors manages the business of the Company. It establishes
overall policies and standards for the Company and reviews the performance of
management. In addition, the Board has established an audit committee and a
compensation committee whose functions are briefly described below. The Company
has not established a nominating committee. The directors are kept informed of
the Company's operations at meetings of the Board and its committees through
reports and analyses and discussions with management.
During the fiscal year ended June 30, 1996 (the "Fiscal Year" or "Fiscal
1996") the Board of Directors met on three occasions. In addition, the Board
took action on several occasions by Unanimous Written Consent.
Audit Committee. The principal duties of the Audit Committee are to (i)
meet with the independent accountants to review and approve the scope of their
audit engagement; (ii) meet with the Company's financial management personnel
and independent accountants to review matters relating to internal accounting
controls, the Company's accounting practices and procedures and other matters
relating to the financial condition of the Company; and (iii) report to the
Board periodically any recommendations the Audit Committee may have with respect
to such matters. The current members of the Audit Committee are Cornelius E.
("Neil") Smyth, Forrest J. Gerard and Duane M. Eberlein. During the Fiscal Year,
until their resignations as directors respectively in February 1996 and July
1996, Marsha Jones and Jonathan Ungar served on the Audit Committee together
with Mr. Smyth. During the Fiscal Year, the Audit Committee held no meetings.
Compensation Committee. The principal functions of the Compensation
Committee are to evaluate (i) the performance of the Company's officers,
including the Chief Executive Officer, and (ii) the recommendations of the
Company's Chief Executive Officer with respect to performance and compensation
of all the Company's officers, and thereafter to make recommendations to the
Board relating to the Company's compensation plans and arrangements relating to
such persons, including approval of loans to, or guaranteeing the obligations
of, such officers. In October 1995, the scope of the Compensation Committee was
expanded to include administering, and making compensation determinations under,
all of the Company's then existing stock option plans. The current members of
the Compensation Committee are Forrest J. Gerard and Cornelius E. ("Neil")
Smyth. Prior to his resignation as a director in July 1996, Mr. Ungar served
with Mr. Smyth on the Compensation Committee for the Fiscal Year. The
Compensation Committee met four times during the Fiscal Year and acted by
Unanimous Written Consent on several occasions.
With the exception of L. Donald Speer, II, who attended two of the three
Board of Directors' Meetings held during Fiscal 1996, each of the other
incumbent directors who were directors during the Fiscal Year attended at least
75% of the aggregate of (i) the total number of meetings of the Board of
Directors held during the Fiscal Year and (ii) the total number of meetings held
by each committee of the Board on which such director served during the part of
the Fiscal Year of his service.
COMPENSATION OF DIRECTORS
During Fiscal 1996, the directors of the Company who also are employees of
the Company received no additional compensation for their services as directors,
and it is presently intended that this policy will continue. Non-employee
directors of the Company receive for their services as directors $2,500 per
meeting plus travel expenses incurred in connection with attendance at each
Board of Directors' meeting. Non-employee directors are not compensated for
telephonic meetings of the Board of Directors or committee meetings.
8
<PAGE> 11
COMPENSATION OF EXECUTIVE OFFICERS
Except as noted below, the following table discloses compensation paid by
the Company during Fiscal 1996, the fiscal year ended June 30, 1995 ("Fiscal
1995"), and the six-month period ended June 30, 1994 ("Fiscal 1994") (following
the end of the Company's January 1, 1993 to December 31, 1993 fiscal year, the
Company moved from a December 31 to a June 30 fiscal year end) to (i) the
Company's Chief Executive Officer during Fiscal 1996, (ii) the four most
highly-compensated executive officers, other than the Chief Executive Officer,
who were serving as executive officers at the end of Fiscal 1996, and (iii) Jack
R. Smith who served as the Company's President and Chief Operating Officer
during part of Fiscal 1996 but resigned prior to the end of Fiscal 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
-------------------------------------------- SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND COMPENSATION OPTIONS/SARS COMPENSATION
PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) (#) ($)
- --------------------------------- ---- ---------- --------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
L. Donald Speer, II.............. 1996 $325,000 $100,000 $ 8,553 -- $ 20,920(2)
Chairman of the Board and 1995 325,000 131,681 -- -- 56,624(3)
Chief Executive Officer 1994 67,885 -- 28,627 -- --
Andrew B. Laub................... 1996 174,043 -- 13,167 250,000(4) --
Executive Vice President, 1995 125,000 7,541 28,870 -- --
Finance and Development 1994 -- -- -- -- --
and Treasurer(5)
Arthur R. Pfizenmayer............ 1996 162,460 -- 6,339 300,000(6) --
President and Chief 1995 47,115 -- 8,966 -- --
Operating Officer(7) 1994 -- -- -- -- --
Duane M. Eberlein................ 1996 150,000 -- 3,905 100,000(8) --
Vice President, Chief 1995 150,000 15,688 -- 27,838 --
Financial Officer(9) 1994 29,585 -- -- -- --
Karol M. Schoen.................. 1996 149,036 -- 22,018 122,784(10) --
Vice President 1995 125,000 14,596 -- -- --
and Secretary 1994 34,808 -- 9,833 -- --
Jack R. Smith.................... 1996 190,384 -- -- -- 80,000(12)
Former President and 1995 275,000 -- 35,724 -- --
Chief Operating Officer(13) 1994 49,808 -- 18,353 -- --
</TABLE>
- ---------------
(1) The amounts disclosed in this column include:
(a) L. Donald Speer, II -- In Fiscal 1996, the amount reflects tax
gross-up payments related to automobile benefits. Perquisites
provided to Mr. Speer in each of Fiscal 1996 and 1995 did not meet
the disclosure threshold established by the SEC. In Fiscal 1994, the
amount reflects payments attributable to perquisites. Included in
such amount for Fiscal 1994 is $19,726 in rent and utilities
attributable to housing for Mr. Speer; the remaining perquisites and
related amounts do not meet the disclosure threshold established by
the SEC.
(b) Andrew B. Laub -- In Fiscal 1996, the amount reflects tax gross-up
payments related to automobile and housing benefits. Perquisites
provided to Mr. Laub in Fiscal 1996 did not meet the disclosure
threshold established by the SEC. In Fiscal 1995, the amounts relate
to perquisites. Of the total amount, $19,689 was attributable to
payment of temporary housing and moving expenses and $8,188 related
to an automobile allowance; the remaining perquisites and related
amounts do not meet the disclosure threshold established by the SEC.
(c) Arthur R. Pfizenmayer -- In Fiscal 1996, the amount reflects tax
gross-up payments related to automobile benefits. Perquisites
provided to Mr. Pfizenmayer in Fiscal 1996 did not meet the
disclosure threshold established by the SEC. In Fiscal 1995, the
amounts relate to perquisites. Of the total amount, $8,358 relates
to an automobile allowance; the remaining perquisites and related
amounts do not meet the disclosure threshold established by the SEC.
(Footnotes continued on the following page)
9
<PAGE> 12
(Footnotes continued from the preceding page)
- ---------------
(d) Duane M. Eberlein -- In Fiscal 1996, the amount reflects tax
gross-up payments related to automobile benefits. Perquisites
provided to Mr. Eberlein in Fiscal 1996 and Fiscal 1995 did not meet
the disclosure threshold established by the SEC. In Fiscal 1994,
perquisites provided to Mr. Eberlein did not meet the disclosure
threshold established by the SEC.
(e) Karol M. Schoen -- In Fiscal 1996, the amount reflects tax gross-up
payments related to automobile benefits in the amount of $6,593 and
payments related to perquisites in the amount of $15,425. The
amounts attributable to perquisites include a $13,475 automobile
allowance; the remaining perquisites and related amounts do not meet
the disclosure threshold established by the SEC. Perquisites
provided to Ms. Schoen in Fiscal 1995 did not meet the disclosure
threshold established by the SEC. In Fiscal 1994, all amounts
reflect perquisites provided to Ms. Schoen by the Company. The
amounts attributable to perquisites in Fiscal 1994 include $4,200 in
rent for housing, an automobile allowance of $3,012 and $2,621 in
paid medical costs.
(f) Jack R. Smith -- In Fiscal 1996, the year Mr. Smith ceased to be
employed by the Company, perquisites provided to Mr. Smith did not
meet the disclosure threshold established by the SEC. In Fiscal 1995
and Fiscal 1994 all amounts reflect perquisites provided to Mr.
Smith by the Company. The amounts attributable to perquisites in
Fiscal 1995 include a cash payment of $20,900 in lieu of life
insurance and an automobile allowance in the amount of $13,284; the
remaining perquisites and related amounts do not meet the disclosure
threshold established by the SEC. The amounts attributable to
perquisites in Fiscal 1994 include $12,900 in rent and utilities
payment for housing and $5,453 in paid medical costs.
(2) The Fiscal 1996 amounts include the term life portion ($3,900) and the
non-term portion ($17,020) of the premiums for split-dollar life insurance.
(3) The Fiscal 1995 amounts include the term life portion ($3,400) and the
non-term portion ($53,224) of the premiums for split-dollar life insurance.
(4) During Fiscal 1996, options to purchase 250,000 shares of Common Stock at
an exercise price of $5.34 per share were cancelled and were replaced by
options to purchase 250,000 shares of Common Stock at $3.50 per share.
(5) Mr. Laub joined the Company in September 1994.
(6) During Fiscal 1996, options to purchase 175,000 shares of Common Stock at
an exercise price of $5.34 per share were cancelled and were replaced by
options to purchase 175,000 shares of Common Stock at $3.50 per share.
(7) Mr. Pfizenmayer joined the Company in July 1995.
(8) During Fiscal 1996, an option to purchase 72,162 shares of Common Stock at
an exercise price of $5.34 per share was cancelled and was replaced by a
grant of an option to purchase 72,162 shares of Common Stock at $3.50 per
share.
(9) Mr. Eberlein joined the Company in February 1994.
(10) During Fiscal 1996, an option to purchase 122,784 shares of Common Stock at
an exercise price of $5.34 per share was cancelled and was replaced by an
option to purchase 122,784 shares of Common Stock at $3.50 per share.
(11) Ms. Schoen ceased to be an executive officer and a director of the Company,
effective August 1, 1996.
(12) In February 1996, the Company accrued $80,000 attributable to severance
benefits payable to Mr. Smith pursuant to a severance agreement with the
Company. As of June 30, 1996, the Company had paid severance benefits to
Mr. Smith in the amount of $53,677. Also see "Transactions with Management
and Others," herein.
(13) Mr. Smith ceased to be an executive officer and a director of the Company,
effective February 23, 1996.
10
<PAGE> 13
STOCK OPTIONS
Stock Option Grants. During Fiscal 1996, no stock options or SARs were
granted to the Company's Chief Executive Officer. Stock options were awarded in
Fiscal 1996 to certain of the other Named Executive Officers in the amounts and
with the terms indicated in the following table:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------
% OF TOTAL
OPTIONS/SARS EXERCISE
NUMBER OF SECURITIES GRANTED TO OR BASE
UNDERLYING OPTIONS/ EMPLOYEES IN PRICE EXPIRATION
NAME SARS GRANTED (#) FISCAL YEAR ($/SH)(1) DATE
- -------------------------------------- -------------------- ------------ --------- ----------
<S> <C> <C> <C> <C>
Andrew B. Laub........................ 250,000(2) 15.2% $3.50 02/14/06
Arthur R. Pfizenmayer................. 175,000(3) 10.6% 3.50 02/14/06
125,000(4) 7.6% 3.50 02/14/06
Duane M. Eberlein..................... 72,162(5) 4.4% 3.50 02/14/06
27,838(4) 1.7% 3.50 02/14/06
Karol M. Schoen....................... 122,784(5) 7.5% 3.50 05/01/97
</TABLE>
- ---------------
(1) All options were granted at the market price on the date of grant.
(2) Options granted on February 14, 1996 replacing nonstatutory options granted
on October 26, 1995 with an exercise price of $5.34 per share. Includes
140,000 incentive stock options and 110,000 nonstatutory stock options, of
which 20% vest on August 14, 1996, 20% vest on January 1, 1997, and the
remainder vest pro rata over a three-year period commencing January 1, 1997.
(3) Options granted on February 14, 1996 replacing nonstatutory options granted
on October 26, 1995 with an exercise price of $5.34 per share. Includes
140,000 incentive stock options and 35,000 nonstatutory stock options, of
which 20% vest on August 14, 1996, 20% vest on January 1, 1997, and the
remainder vest pro rata over a three-year period commencing January 1, 1997.
(4) All nonstatutory stock options, which vest pro rata over a five-year period
commencing on February 14, 1996, the date of grant.
(5) Options granted on February 14, 1996 replacing nonstatutory options granted
on October 26, 1995 with an exercise price of $5.34 per share. All incentive
stock options, of which 20% vest on August 14, 1996, 20% vest on January 1,
1997, and the remainder vest pro rata over a three-year period commencing
January 1, 1997.
11
<PAGE> 14
Option Exercises/Fiscal Year End Value. During Fiscal 1996, none of the
Named Executive Officers, including the Chief Executive Officer, exercised any
stock options or SARs. None of the Named Executive Officers, including the Chief
Executive Officer, holds SARs. As of June 30, 1996, the Chief Executive Officer
held no stock options. The following table includes the number of shares of
Common Stock covered by both exercisable and unexercisable stock options as of
June 30, 1996 for the Named Executive Officers who hold options:
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTION/SARS
OPTIONS/SARS AT FY-END(#) AT FY-END($)(1)(2)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
--------------------------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Andrew B. Laub......................... 50,000 200,000 $12,500 $50,000
Arthur R. Pfizenmayer.................. 35,000 265,000 8,750 66,250
Duane M. Eberlein...................... 42,270 85,568 80,163 21,392
Karol M. Schoen........................ 24,557 98,227 6,139 24,557
</TABLE>
- ---------------
(1) Represents the positive difference between $3.75, the closing price of the
Common Stock on June 28, 1996 (the last stock trading day of Fiscal 1996)
and the exercise price of the options.
(2) Excludes the value of all unexercised options for which the fair market
value of the Common Stock on June 28, 1996 was less than or equal to the
exercise price of the options.
Compensation Committee Report on Repricing Transaction. On February 14,
1996, the Compensation Committee of the Board of Directors of the Company,
cancelled (with the optionees' consent) nonstatutory options to purchase
1,195,468 shares of Common Stock, each at an exercise price of $5.34 per share,
the fair market value of a share of Common Stock on October 26, 1995, the date
of grant, held by fourteen key employees and one consultant and granted
replacement options to the same optionees with an exercise price of $3.50 per
share, the fair market value of a share of Common Stock on the date of grant. In
taking such action, the Compensation Committee focused primarily on the fact
that the options granted on October 26, 1995 were intended to serve as a
significant component of overall compensation paid to such key employees and
consultant; however, due to a decrease in the market value after the date of
grant, the amount of compensation benefit was considerably less than intended.
Accordingly, the Compensation Committee took such action to provide such
optionees with the compensation benefit closer to the one originally intended.
The new option grants, to the extent permissible under applicable Federal income
tax regulations, were granted as incentive stock options (with the remainder
being granted as nonstatutory options) with vesting to occur in five
installments, 20% on August 14, 1996, 20% on January 1, 1997 and the remainder
on a pro rata basis over a three year period commencing January 1, 1997. The
Compensation Committee's decision and rationale to cancel the "underwater
options" previously granted on October 26, 1995 and grant replacement options
applied equally to all persons who were granted options on October 26, 1995
including the following Named Executive Officers: Andrew B. Laub, Arthur R.
Pfizenmayer, Duane M. Eberlein and Karol M. Schoen. See the table above entitled
"Option/SAR Grants in the Last Fiscal Year" for a description of the cancelled
options and the replacement options granted to the Named Executive Officers.
EMPLOYMENT CONTRACTS WITH CERTAIN NAMED EXECUTIVE OFFICERS
In connection with the employment of Arthur R. Pfizenmayer, the Company's
President and Chief Operating Officer, the Company has guaranteed a minimum
annual compensation of $125,000 for two years commencing February 1, 1995.
CHANGE OF CONTROL ARRANGEMENTS
In connection with the Merger, the Company assumed all of the obligations
of the ICC II 1994 Stock Option Plan (the "ICC II Plan") with respect to
outstanding and vested stock options which had been granted under the ICC II
Plan prior to the Merger. The ICC II Plan contains a change in control provision
providing that the stock option committee under such plan may, in its sole
discretion and upon such terms as it
12
<PAGE> 15
may establish, allow for acceleration of all or a portion of the options
outstanding under the ICC II Plan to the extent not previously exercised or
assumed by any successor corporation or its parent corporation at the time of
(i) a merger, consolidation or acquisition in which the Company is not the
surviving entity, except for a transaction the principal purpose of which is to
change the state of the Company's incorporation; (ii) a sale, transfer or other
disposition of all or substantially all of the assets of the Company; or (iii)
any other corporate reorganization or business combination in which greater than
50% of the Company's outstanding voting stock is transferred to different
holders in a single transaction or a series of related transactions.
TRANSACTIONS WITH MANAGEMENT AND OTHERS
In March 1996, the Company entered into an agreement to repurchase
1,908,865 shares of Common Stock and an outstanding option to purchase 894,780
shares of Common Stock from Jack R. Smith, a former executive officer, director,
and principal shareholder for consideration totaling $1,400,000 and continued
benefits for the three-year period ended February 1999 in the approximate amount
of $80,000. The purchase price of the Common Stock consisted of a $500,000 cash
payment and issuance of a $900,000, 7% unsecured promissory note, payable in
three equal installments of principal and interest of $342,947. In addition, if
the Common Stock reaches certain levels during measurement periods prior to
March 1998 and 1999, Mr. Smith will be entitled to up to $250,000 for each
measurement period. See "Compensation of Executive Officers -- Summary
Compensation Table," herein.
In September 1996, pursuant to a Stock Purchase and Settlement and Release
Agreement, dated September 27, 1996 (the "Stock Purchase Agreement"), by and
among Jonathan Ungar, Alan Henry Woods, and the Company, the Company purchased
3,424,913 shares of Common Stock, from Mr. Ungar, a former non-employee director
of the Company, and 3,353,331 shares of Common Stock from Mr. Woods. The terms
of the Stock Purchase Agreement include (i) a cash payment of $200,000 upon
closing; (ii) the issuance of unsecured promissory notes in the principal amount
of $3,500,000, with interest at a rate of 10% per annum, payments of interest
only for the first three years, followed by three equal annual installments of
principal repayment, with interest on the remaining balance, commencing
September 30, 1997; (iii) a contingent obligation (the "Initial Contingent
Obligations") to issue a total of $9,856,488 in unsecured promissory notes
($4,981,276 in principal amount to Mr. Ungar and $4,875,212 in principal amount
to Mr. Woods) including $2,000,000 in principal amount of notes each year for
four years, and $1,856,488 in principal amount of notes to be issued in a fifth
year, each note with interest at 10% per annum, payments of interest only for
the first three years, followed by three equal annual installments of principal
plus interest on the remaining principal balance; and (iv) another contingent
obligation to issue an additional $3,000,000 principal amount ($1,515,000 to Mr.
Ungar, $1,485,000 to Mr. Woods) in unsecured promissory notes (or cash, if the
Company has closed a firm commitment underwritten public offering of securities
of not less than $35 million prior to the contingencies being met) when and if
certain conditions are met, with interest at the then "preferred" or "prime"
rate of interest charged to the Company by the Company's principal bank, with
interest only for three years from the date of issuance, followed by two equal
annual installments of principal, plus interest on the remaining balance.
The obligations to issue the Initial Contingent Obligations (i.e.,
$2,000,000 in notes for four years and $1,856,488 in notes for a fifth year) are
contingent upon the Company's retained earnings balance being at least
$4,000,000 for the fiscal year ending immediately prior to the date the notes
are to be issued. Dividends paid by the Company and certain other payments, if
any, are to be added back to the retained earnings balance for purposes of this
contingency calculation. The period for determining the Company's obligation to
issue each of the $2,000,000 and $1,856,488 in principal amount of notes is an
eight year period commencing with the fiscal year ending June 30, 1997. If the
$4,000,000 retained earnings test is not met in one year, the Company is not
obligated to issue the notes in that year. However, the test is to be made each
year for eight successive years commencing with the fiscal year ending June 30,
1997, but each year can be used only once during the eight year period, and only
five out of the eight years may be used. The Second Contingent Obligation is
subject to the following conditions: (i) the Barona Tribe enters into a Class
III Gaming Compact (the "Compact") with the State of California which permits
the operation of video gaming machines at the Barona Casino; (ii) at the time
that the Barona Tribe enters into the Compact, the Company has a consulting
agreement or similar contractual arrangement with the Barona Tribe; and (iii)
consulting fees
13
<PAGE> 16
paid to the Company by the Barona Tribe relating to the Barona Casino for any
consecutive 12-month period within five years after the Barona Tribe has entered
into the Compact, equals or exceeds one and one-half times such consulting fees
for the year ended June 30, 1996. The Company intends to record as an additional
cost of the repurchase of its common stock each contingent obligation as each
contingency is met. All payments pursuant to the Stock Purchase Agreement are
further subject to compliance with certain state law provisions and the Articles
concerning repurchase transactions.
During Fiscal 1995, a payment of $193,000 was made to Alan Woods, a
shareholder of the Company, for market research consulting services with respect
to overseas markets which were provided over the course of the six month period
ended June 30, 1995, pursuant to a verbal agreement with the Company.
During Fiscal 1995, the Company made payments totaling $357,511 to Alan
Woods, a shareholder of the Company, and $357,511 to Jonathan Ungar, a
shareholder and a director of the Company, representing the remaining balance of
debt owed by the Company to EEP, of which Messrs. Woods and Ungar were the sole
partners, in connection with the Roll-up Transactions. See "Security Ownership
of Certain Beneficial Owners and Management -- Change in Control of the
Company," herein.
In the opinion of management, the terms of the above-described transactions
are fair and reasonable and as favorable to the Company as those which could
have been obtained from unrelated third parties at the time of their execution.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors and executive officers, and
persons who beneficially own more than 10% of a registered class of the
Company's equity securities, to file with the SEC initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than 10% 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 review of the copies of such
reports furnished to the Company and written representations that no other
reports were required during the Fiscal Year and except as disclosed in the
table below, the Company's officers, directors and greater than 10% beneficial
owners complied with all Section 16(a) filing requirements:
<TABLE>
<CAPTION>
LATE FILED NO. OF TRANSACTIONS
PERSON RELATIONSHIP TO COMPANY SEC. 16(A) REPORT REPORTED LATE
- -------------------------------- ----------------------------- ----------------- --------------------------
<S> <C> <C> <C>
Andrew B. Laub.................. Executive Vice President, Form 5 1 stock option grant
Treasurer and Director
Arthur R. Pfizenmayer........... President, Chief Operating Form 5 1 stock option grant
Officer and Director
Jana McKeag..................... Vice President and Director Form 3 Appointment as a director
Form 5 1 stock option grant
</TABLE>
APPROVAL OF 1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
PROPOSAL 2
The Board of Directors has directed the submission to a vote of the
shareholders a proposal to ratify and approve the 1996 Nonemployee Directors
Stock Option Plan (the "Nonemployee Directors' Plan" or the "Plan").
The Board intends to cause the shares of Common Stock to be issued under
the Nonemployees Directors' Plan to be registered on a Form S-8 Registration
Statement to be filed with the SEC (and, if deemed appropriate under the
circumstances, a separate prospectus for the resale of such shares of Common
Stock, by affiliates of the Company also will be filed) at the Company's
expense.
The Nonemployees Directors' Plan is set forth in full as Appendix "A" to
this Proxy Statement and is summarized below. Such summary is not intended to be
complete and reference should be made to Appendix "A" for a complete statement
of the terms and provisions of the Nonemployees Directors' Plan.
14
<PAGE> 17
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
COMPANY'S NONEMPLOYEE DIRECTORS' PLAN. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A
MAJORITY OF SHARES OF COMMON STOCK, PRESENT IN PERSON OR REPRESENTED BY PROXY
AND ENTITLED TO VOTE ON THE PROPOSAL IS REQUIRED FOR APPROVAL OF THIS PROPOSAL.
PURPOSE AND ADOPTION
The purpose of the Nonemployee Directors' Plan is to attract, retain and
compensate highly qualified individuals who are not current employees of the
Company to serve as members of the Board of Directors and to enable them to
increase their ownership of shares of Common Stock. The Nonemployee Directors'
Plan allows these directors to have a greater personal financial stake in the
Company through the ownership of Common Stock, in addition to underscoring their
common interest and identification with shareholders in increasing the value of
Common Stock. The Nonemployee Directors' Plan was adopted by the Board of
Directors on September 16, 1996, subject to shareholder approval. The effective
date of the Plan shall be the date of the shareholders' meeting at which this
Plan is approved.
PLAN LIMITS
The Company's Nonemployee Directors' Plan provides for the granting of
stock options for up to an aggregate of 100,000 shares of Common Stock. This
limit is subject to adjustments as provided in the Nonemployee Directors' Plan
for stock splits, stock dividends, recapitalizations and other similar events.
The shares of Common Stock covered by the Nonemployee Directors' Plan may be
shares of original issue or shares held in treasury or a combination thereof. In
the event that any option granted under the Plan shall terminate, expire, or,
with the consent of the optionee, be canceled as to any shares of Common Stock,
without having been exercised in full, new options may be granted with respect
to such shares without again being charged against the maximum share
limitations.
AWARDS
Each Nonemployee Director elected at the Annual Meeting who was in office
immediately prior to the Annual Meeting will be granted an option to purchase
10,000 shares of Common Stock automatically on the date of the Annual Meeting if
the Nonemployee Directors' Plan is approved by the shareholders at the Annual
Meeting.
Each Nonemployee Director who first becomes a member of the Board at or
after the date of the Annual Meeting will be granted an option to purchase
10,000 shares of Common Stock automatically on the date of his or her election
to the Board of Directors if the Plan is approved by the shareholders.
Each Nonemployee Director will be granted an option to purchase 5,000
additional shares of Common Stock automatically each year on the day of the
Company's annual meeting of shareholders at which such Nonemployee Director is
elected, commencing with the Annual Meeting, if the shareholders approve the
Nonemployees Directors' Plan.
Options granted under the Nonemployee Directors' Plan are not intended to
qualify under Section 422 of the Internal Revenue Code, as in effect from time
to time (the "Code").
ELIGIBILITY
All members of the Company's Board of Directors who are not current
employees of the Company or any of its subsidiaries at the time of the option
award are eligible to participate in the Nonemployee Directors' Plan.
EXERCISE PRICE AND PAYMENT
The exercise price per share of Common Stock for which each option is
exercisable is equal to 100% of the fair market value of a share of Common Stock
as of the date such option is granted. Such fair market value will be (i) the
closing price of the Common Stock on such date, if available, or, if there are
no sales of the Common Stock on such date or if a closing sales price is not
available, (ii) the average of the "bid" and "asked" prices of Common Stock on
such date as reported by The Nasdaq Stock Market or any national securities
exchange on which the Common Stock is then traded or any other generally
recognized over-the-counter trading or quotation service if the Common Stock is
traded in the over-the-counter market, or if (i) or (ii) are not available, the
fair market value on such date as determined by the Nonemployee Directors' Plan
15
<PAGE> 18
Committee in accordance with applicable law and regulations. As of the Record
Date, the closing sale price of the Common Stock, as reported by The Nasdaq
Stock Market, was $4.00 per share.
Common Stock purchased upon the exercise of options shall be paid for by
the optionee (i) in cash (including check, bank draft, or money order, or wire
or other transfer of funds, or advice of credit to the Company), (ii) in shares
of Common Stock with a fair market value equal to the purchase price or (iii) a
combination of cash and shares of Common Stock which in the aggregate are equal
in value to such purchase price. All grants will provide for a deferred payment
of the purchase price from the proceeds of sale through a bank or broker on the
date of exercise of some or all of the shares of Common Stock to which the
exercise relates.
VESTING
Except in the case of cessation of service as described below, each option
granted to a Nonemployee Director shall be exercisable in full six months
following the date of grant. Each option granted under the Nonemployee
Directors' Plan will expire 10 years from the date of grant and will be subject
to earlier termination as described below. If a Nonemployee Director
subsequently becomes an employee of the Company while remaining a member of the
Board of Directors, any options held under the Nonemployee Directors' Plan by
such individual at the time of such commencement of employment will not be
affected thereby.
CESSATION OF SERVICE
Except as provided in the Nonemployee Directors' Plan, no option will be
exercisable after the date of cessation of an optionee's service as a Director
of the Company. Upon the death of an optionee at any time, all of the then
outstanding options of such optionee will become immediately exercisable. If an
optionee's service ceases for any reason, exercisable options may be exercised
by the optionee within one year after such cessation of service. If an optionee
dies within such one-year period, or if cessation of his or her service is due
to such optionee's death, such options may be exercised at any time within one
year after such death by the optionee's executor or administrator or by his or
her distributee to whom such options may have been transferred by will or by the
laws of descent and distribution. In no event may an option be exercised beyond
its expiration date.
ADMINISTRATION
The Nonemployee Directors' Plan is administered by a committee consisting
of all Directors who are not eligible to participate in the Nonemployee
Directors' Plan and the Chief Financial Officer of the Company (the "Nonemployee
Directors' Plan Committee"). Subject to the provisions of the Nonemployee
Directors' Plan, the Nonemployee Directors' Plan Committee is authorized to
interpret the Nonemployee Directors' Plan, to establish, amend and rescind any
rules and regulations relating to the Nonemployee Directors' Plan, and to make
all other determinations necessary or advisable for the administration of the
Nonemployee Directors' Plan. The Nonemployee Directors' Plan Committee has no
discretion with respect to the eligibility or selection of Directors to receive
options under the Nonemployee Directors' Plan, the times at which options will
be granted or will become exercisable, the number of shares subject to any such
options or the Nonemployee Directors' Plan, or the purchase price thereunder,
except for adjustments as described below. The Nonemployee Directors' Plan
Committee does not have the authority to take any action or make any
determination that would materially increase the benefits accruing to
participants under the Nonemployee Directors' Plan.
TRANSFERABILITY
Options granted pursuant to the Nonemployee Directors' Plan will not be
transferable by a Nonemployee Director other than by will or the laws of descent
and distribution or a qualified domestic relations order.
ADJUSTMENTS
The Nonemployee Directors' Plan Committee is required to make or provide
for adjustments in (i) the option price; (ii) the number or kind of shares or
other securities covered by outstanding options; (iii) the
16
<PAGE> 19
number or kind of shares of the Company's capital stock or other securities
which may be acquired pursuant to options granted under the Plan; and (iv) the
number of such securities to be awarded to each optionee as the Nonemployee
Directors' Plan Committee in its sole discretion, exercised in good faith,
determines is equitably required to prevent dilution or enlargement of rights of
optionees that would otherwise result from (a) any stock dividend, stock split,
combination of shares, issuance of rights or warrants to purchase stock,
spin-off, recapitalization or other changes in the capital structure of the
Company, (b) any merger, consolidation, reorganization or partial or complete
liquidations, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. In the event of any such transaction or event,
the Nonemployee Directors' Plan Committee may provide in substitution for any or
all outstanding options under the Nonemployee Directors' Plan such alternative
consideration (including securities of another issuer) as it may in good faith
determine to be equitable under the circumstances and may require in connection
therewith the surrender of all options so replaced. In such case, such
substitution of securities shall not require the consent of any person who is
granted options pursuant to the Plan. The determination of the Nonemployee
Directors' Plan Committee as to what adjustments will be made, and the extent
thereof will be final, binding and conclusive.
AMENDMENT, SUSPENSION OR TERMINATION OF THE NONEMPLOYEE DIRECTORS' PLAN
The Board of Directors at any time and from time to time may amend, suspend
or terminate the Nonemployee Directors' Plan. However, no amendment to the Plan
may increase the number of shares of Common Stock which may be granted pursuant
to the Plan without the approval of a majority of the total votes cast by
shareholders in person or by proxy on such proposal to amend the Plan. Without
the written consent of the optionee, no amendment, suspension or termination of
the Nonemployee Directors' Plan can adversely affect any option previously
granted under the Nonemployee Directors' Plan, but it will be conclusively
presumed that any adjustment as described above does not adversely affect any
such right.
The Nonemployee Directors' Plan will terminate at such time as all of the
shares of Common Stock authorized under the Nonemployee Directors' Plan have
been granted. In the event that at any future grant date, the aggregate number
of options to be granted at such time exceed the remaining options available
under the Nonemployee Directors' Plan as determined in accordance with the
Nonemployee Directors' Plan, the remaining options available will be granted on
a pro rata basis among each Nonemployee Director. Termination of the Nonemployee
Directors' Plan, however, will not affect outstanding options which have been
granted prior to such termination, and all unexpired options will continue in
full force and operation after termination of the Nonemployee Directors' Plan,
except as they lapse or terminate by their own terms and conditions. The terms
of the Nonemployee Directors' Plan will continue to apply to such options.
PLAN BENEFITS
Each of Forrest J. Gerard and Cornelius E. ("Neil") Smyth, the only current
Nonemployee Directors of the Company and only Nonemployee Director/nominees for
election at the Annual Meeting, will, pursuant to the Nonemployee Directors'
Plan, be granted options to purchase 10,000 and 5,000 shares of Common Stock if
the Plan is approved by shareholders at the Annual Meeting and an option to
purchase an additional 5,000 shares of Common Stock following each annual
meeting date thereafter that they are elected as Nonemployee Directors.
NEW PLAN BENEFITS
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
NAME OF UNDERLYING
NONEMPLOYEE OPTIONS
DIRECTOR GRANTED DATE OF GRANT EXERCISE PRICE EXPIRATION DATE
- ---------------------------------------- --------- -------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Forrest J. Gerard....................... 15,000 Annual Meeting Date FMV of Common 10 years after
Stock on the Date Grant Date
of Grant
Cornelius E. ("Neil") Smyth............. 15,000 Annual Meeting Date FMV of Common 10 years after
Stock on the Date Grant Date
of Grant
</TABLE>
17
<PAGE> 20
If the Plan had been adopted by the shareholders at the Company's 1995
Annual Meeting of Shareholders held on November 30, 1995, Mr. Smyth would have
received options to purchase 10,000 and 5,000 shares of Common Stock on November
30, 1995, each with an exercise price of $3.75 per share, the closing sale price
of a share of Common Stock on that date. In light of the fact that the closing
sale price of a share of Common Stock on June 28, 1996 (the last stock trading
day of Fiscal 1996) was $3.75 per share, Mr. Smyth would not have had a positive
difference between the exercise price of such options and the closing sale price
at Fiscal 1996 year-end.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain of the Federal income tax
consequences of certain transactions under the Nonemployee Directors' Plan
described above. This summary is not intended to be complete and does not
describe state or local tax consequences.
Tax Consequences to Participants. In general, (i) no income will be
recognized by an optionee at the time a Nonemployee Director option is granted;
(ii) at the time of exercise of a Nonemployee Director option, ordinary income
will be recognized by the optionee in an amount equal to the difference between
the option price paid for the shares and the fair market value of the shares on
the date of exercise; and (iii) at the time of sale of shares acquired pursuant
to the exercise of a Nonemployee Director option, appreciation (or depreciation)
in value of the shares after the date of exercise will be treated as either
short-term or long-term capital gain (or loss) depending on how long the shares
have been held. In limited circumstances where the sale of stock received as a
result of a grant or award could subject a Director to suit under Section 16(b)
of the Exchange Act, the tax consequences to the Director may differ from the
tax consequences described above. In these circumstances, unless a special
election under Section 83(b) of the Code has been made, the principal difference
(in cases where the Nonemployee Director would otherwise be currently taxed upon
his receipt of the stock) usually will be to postpone valuation and taxation of
the stock received so long as the sale of the stock received could subject the
Nonemployee Director to suit under Section 16(b) of the Securities and Exchange
Act of 1934, but no longer than six months.
Tax Consequences to the Company or Subsidiary. To the extent that a
participant recognizes ordinary income in the circumstances described above, the
Company or subsidiary for which the participant performs services will be
entitled to a corresponding deduction provided that, among other things, the
income meets the test of reasonableness, is an ordinary and necessary business
expense, is not an "excess parachute payment" within the meaning of Section 280G
of the Code and is not disallowed by the $1 million limitation on certain
executive compensation.
RELATIONSHIP OF THE COMPANY WITH INDEPENDENT
PUBLIC ACCOUNTANTS
Selection of Accountants. The Board of Directors selected the firm of
Grant Thornton LLP ("Grant Thornton"), independent certified public accountants,
as auditors for Fiscal 1996 and have selected such firm to act as auditors for
the fiscal year ending June 30, 1997. Representatives of Grant Thornton are
expected to be present at the Annual Meeting and will have the opportunity to
make a statement if they desire to do so and are expected to be available to
respond to appropriate questions.
Change in Accountants. During Twin Creek's fiscal year ended September 30,
1994, and the subsequent period up to the Effective Date, Twin Creek's firm of
independent accountants was Tanner + Company. Immediately following the Merger,
the Board of Directors of the Company dismissed Tanner + Co. and appointed Grant
Thornton as the Company's firm of independent accountants for future periods. At
the time of the Merger, Grant Thornton also was engaged by ICP II as its
independent accounting firm for the fiscal year ended June 30, 1995. Tanner +
Co. is referred to herein as the "Prior Accountant."
No adverse opinion or disclaimer of opinion was included in the Prior
Accountant's reports during the Company's two most recent fiscal years or,
within the past two calendar years, or any other fiscal period (respectively,
the "Applicable Period"). In addition, no opinion of the Prior Accountant was
qualified or modified as to uncertainty, audit scope or accounting principles
during the Applicable Period. During the Applicable Period, Twin Creek (prior to
the Merger) and the Company (from the time of the Merger) did
18
<PAGE> 21
not have any disagreements with its Prior Accountant as to matters of accounting
principles or practices, financial statement disclosure or auditing scope or
procedures, which disagreement, if not resolved to the satisfaction of the Prior
Accountant, would have caused it to make reference to such disagreement in
connection with its report. The Prior Accountant has been provided a copy of the
disclosures under this caption and has furnished a letter addressed to the
Securities and Exchange Commission indicating agreement with the foregoing.
SHAREHOLDER PROPOSALS
Shareholders of the Company who intend to submit proposals to the Company's
shareholders at the annual meeting of shareholders to be held in 1997 must
submit such proposals to the Company no later than June 30, 1997, in order for
them to be included in the Company's proxy materials for such meeting.
Shareholder proposals should be directed to the attention of the Secretary of
the Company at the address of the Company set forth on the first page of this
Proxy Statement.
ANNUAL REPORT
A COPY OF THE ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR (THE "FORM
10-KSB"), INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT
SCHEDULES REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 13A-1 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, MAY
BE OBTAINED BY EACH SHAREHOLDER OF RECORD (AND EACH BENEFICIAL HOLDER) ON THE
RECORD DATE, WITHOUT CHARGE. COPIES OF EXHIBITS TO THE FORM 10-KSB ARE
AVAILABLE, BUT A REASONABLE FEE WILL BE CHARGED TO A SHAREHOLDER REQUESTING
EXHIBITS. ALL SUCH REQUESTS SHOULD BE MADE IN WRITING TO THE COMPANY AT THE
ADDRESS OF THE COMPANY SET FORTH ON THE FIRST PAGE OF THIS PROXY STATEMENT,
ATTENTION: MR. DUANE M. EBERLEIN, VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND
SECRETARY.
By Order of the Board of Directors,
[SIG]
Duane M. Eberlein
Secretary
La Jolla, California
Dated: October 28, 1996
19
<PAGE> 22
APPENDIX A
INLAND CASINO CORPORATION
1996 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN
SECTION 1. PURPOSE.
The purpose of the Inland Casino Corporation 1996 Nonemployee Directors
Stock Option Plan (the "Plan") is to attract, retain and compensate highly
qualified individuals to serve as members of the Board of Directors who are not
current employees of Inland Casino Corporation (the "Company") and to enable
them to increase their ownership of shares of common stock, par value $.001 per
share, of the Company ("Common Stock"). The Plan will be beneficial to the
Company and its shareholders since it will allow these directors to have a
greater personal financial stake in the Company through the ownership of Common
Stock, in addition to underscoring their common interest and identification with
shareholders in increasing the value of Common Stock.
SECTION 2. SHARES SUBJECT TO PLAN.
The total number of shares of Common Stock with respect to which options
may be granted under the Plan shall not exceed 100,000 (as adjusted pursuant to
Section 7 hereof). Shares issued upon exercise of options granted under the Plan
may be either authorized and previously unissued shares, issued shares which
have been reacquired by the Company, or any combination thereof. In the event
that any option granted under the Plan shall terminate, expire or, with the
consent of the optionee, be cancelled as to any shares of Common Stock, without
having been exercised in full, new options may be granted with respect to such
shares without again being charged against the maximum share limitations set
forth above in this Section 2.
SECTION 3. ADMINISTRATION.
The Plan shall be administered by a committee consisting of all directors
who are not eligible to participate in the Plan and the Chief Financial Officer
of the Company (the "Committee"). Subject to the provisions of the Plan, the
Committee shall be authorized to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration of the Plan. The
Committee shall have no discretion with respect to the eligibility or selection
of directors to receive options under the Plan, the times at which options shall
be granted or shall become exercisable, the number of shares subject to any such
options or the Plan, or the purchase price thereunder, except for adjustments as
described in Section 7. The Committee shall not have the authority to take any
action or make any determination that would materially increase the benefits
accruing to participants under the Plan. The determination of the Committee in
the administration of the Plan, as described herein, shall be final and
conclusive and binding upon all persons, including, without limitation, the
Company, its shareholders and persons granted options under the Plan. The
Secretary of the Company shall be authorized to implement the Plan in accordance
with its terms and to take such actions of a ministerial nature as shall be
necessary to effectuate the intent and purposes hereof. The validity,
construction, and effect of the Plan and any rules and regulations relating to
the Plan shall be determined in accordance with the internal substantive laws of
the State of Utah.
SECTION 4. ELIGIBILITY.
All members of the Company's Board of Directors who are not current
employees of the Company or any of its subsidiaries at the time of the option
award ("Nonemployee Directors") are eligible to participate in the Plan.
SECTION 5. OPTION AWARDS.
(a) Initial Awards. Each Nonemployee Director who was in office
immediately prior to the meeting at which the shareholders of the Company
approve this Plan and continues in office immediately after the meeting at which
the shareholders of the Company approve this Plan shall be granted an option to
purchase 10,000 shares of Common Stock. Such option shall be granted on the date
of the shareholders' meeting at which this Plan is approved (the "Effective
Date").
A-1
<PAGE> 23
(b) Future Awards. (i) Each Nonemployee Director who first becomes a
member of the Board at the meeting at which the shareholders of the Company
approve this Plan or after the Effective Date shall be granted an option to
purchase 10,000 shares of Common Stock (as adjusted pursuant to Section 7
hereof) automatically on the date of his or her election to the Board of
Directors.
(ii) Each Nonemployee Director shall be granted an option to purchase
5,000 shares of Common Stock (as adjusted pursuant to Section 7 hereof)
automatically effective on the date of each of the Company's Annual Meeting
of Shareholders, commencing on the Effective Date, at which such
Nonemployee Director is elected a Nonemployee Director.
(c) Nonstatutory Stock Options. All options granted under the Plan shall
be nonstatutory options not intended to qualify under Section 422 of the
Internal Revenue Code, as in effect from time to time (the "Code"). Each option
granted under the Plan shall provide that such option shall not be treated as an
"incentive stock option," as that term is defined in Section 422(b) of the Code.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
All options granted under the Plan shall be evidenced by stock option
agreements in writing (hereinafter referenced to as "option agreements"), in
such form as the Committee may from time to time approve, executed on behalf of
the Company by the Chairman of the Board or the President of the Company. Each
option agreement shall be subject to the Plan, and, in addition to such other
terms and conditions as the Committee may deem desirable, shall provide in
substance as follows:
(a) Purchase Price. The purchase price per share of Common Stock for
which each option is exercisable shall be equal to 100% of the fair market value
of a share of Common Stock as of the date such option is granted ("Fair Market
Value"). Such Fair Market Value shall be, for any date, (i) the closing price of
the Common Stock on such date, if available, or, if there are no sales of the
Common Stock on such date or if a closing sales price is not available, (ii) the
average of the "bid" and "asked" prices of Common Stock on such date, in each
case as reported by The Nasdaq Stock Market or any national securities exchange
on which the Common Stock is then traded or any other generally recognized
over-the-counter trading or quotation system if the Common Stock is traded in
the over-the-counter market or if (i) or (ii) are not available, the fair market
value on such date as determined by the Committee in accordance with applicable
law and regulations. The option price shall be subject to adjustment as provided
in Section 7 hereof.
(b) Exercisability and Terms of Options. Subject to Section 6(c) hereof,
each option granted pursuant to Sections 5(a) and 5(b) hereof shall be
exercisable in full six months following the date of grant. Each option granted
under the Plan shall expire 10 years from the date of grant and shall be subject
to earlier termination as hereinafter provided. If a Nonemployee Director
subsequently becomes an employee of the Company while remaining a member of the
Board of Directors, any options held under the Plan by such individual at the
time of such commencement of employment shall not be affected thereby.
(c) Cessation of Service. Except as hereinafter set forth, no option
shall be exercisable after the date of cessation of an optionee's service as a
director of the Company. Upon the death of an optionee at any time, all of the
then outstanding options of such optionee shall become immediately exercisable.
If an optionee's service ceases for any reason, such optionee's exercisable
options may be exercised by the optionee within one year after such cessation of
service. If an optionee shall die within such one-year period, or if cessation
of his or her service shall have been due to such optionee's death, such options
may be exercised at any time within one year after such death by the optionee's
executor or administrator or by his or her distributee to whom such options may
have been transferred by will or by the laws of descent and distribution. The
foregoing provisions shall not extend the period during which an option may be
exercised beyond the date it expires by its terms.
(d) Manner of Exercise. Each option agreement shall provide that any
option therein granted shall be exercisable only by giving in each case written
notice of exercise, accompanied by full payment of the purchase price either (i)
in cash (including check, bank draft, or money order, or wire or other transfer
of funds, or advice of credit to the Company), (ii) in shares of Common Stock
with a fair market value equal to the purchase price or (iii) a combination of
cash and shares of Common Stock which in the aggregate are equal in value to
such purchase price. At the discretion of the Committee, the option agreement
may provide that shares of Common Stock may be issued in the name of the
optionee and another person jointly with the
A-2
<PAGE> 24
right of survivorship. All grants will provide for a deferred payment of the
purchase price from the proceeds of sale through a bank or broker on the date of
exercise of some or all of the shares of Common Stock to which the exercise
relates.
(e) Nontransferability. Each option agreement shall provide that any
option therein granted is not transferable by the optionee other than by will or
by the laws of descent and distribution or a qualified domestic relations order
and that, during the lifetime of the optionee, such option may be exercised only
by the optionee or such optionee's legal representative or permitted successor.
SECTION 7. ADJUSTMENT UPON CHANGES IN STOCK.
The Committee shall make or provide for such adjustments in the option
price and in the number or kind of shares or other securities (including shares
or other securities of another issuer) covered by outstanding options as the
Committee in its sole discretion, exercised in good faith, shall determine is
equitably required to prevent dilution or enlargement of rights of optionees
that would otherwise result from (a) any stock dividend, stock split,
combination of shares, issuance of rights or warrants to purchase stock,
spin-off, recapitalization or other changes in the capital structure of the
Company, (b) any merger, consolidation, reorganization or partial or complete
liquidation, or (c) any other corporate transaction or event having an effect
similar to any of the foregoing. The Committee also shall make or provide for
such adjustment in the number or kind of shares of the Company's capital stock
or other securities (or in shares or other securities of another issuer) which
may be acquired pursuant to options granted under the Plan and the number of
such securities to be awarded to each optionee as the Committee in its sole
discretion, exercised in good faith, shall determine is appropriate to reflect
any transaction or event described in the preceding sentence. In the event of
any such transaction or event, the Committee may provide in substitution for any
or all outstanding options under the Plan such alternative consideration
(including securities of any surviving entity) as it may in good faith determine
to be equitable under the circumstances and may require in connection therewith
the surrender of all options so replaced. In any case, such substitution of
securities shall not require the consent of any person who is granted options
pursuant to the Plan. The determination of the Committee as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.
SECTION 8. FRACTIONAL SHARES.
No fractional shares shall be issued pursuant to options granted hereunder
and any fractional share resulting from an adjustment pursuant to Section 7
hereof shall be eliminated.
SECTION 9. GOVERNMENT REGULATIONS.
The Plan, the grant and exercise of options hereunder, and the Company's
obligation to sell and deliver shares of stock pursuant to any such exercise,
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any regulatory or government agency as shall be
required.
SECTION 10. TERM OF THE PLAN.
The Plan shall become effective on the Effective Date. The Plan shall
terminate at such time as all of the shares of Common Stock authorized under
Section 2 of this Plan have been granted. In the event that at any future grant
date as determined under Section 5 hereof, the aggregate number of options to be
granted at such time exceed the remaining options available under the Plan as
determined in accordance with Section 2 hereof, the remaining options available
shall be granted on a pro rata basis among each Nonemployee Director.
Termination of the Plan, however, shall not affect outstanding options which
have been granted prior to such termination, and all unexpired options shall
continue in full force and operation after termination of the Plan, except as
they shall lapse or terminate by their own terms and conditions, and the terms
of the Plan shall continue to apply to such options.
A-3
<PAGE> 25
SECTION 11. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN.
The Board of Directors at any time and from time to time may, amend,
suspend or terminate the Plan; provided, however, that no amendment to the Plan
may increase the number of shares of Common Stock which may be granted pursuant
to the Plan without the approval of a majority of the total votes cast by
shareholders in person or by proxy on such proposal to amend the Plan. Without
the written consent of the optionee, no amendment, suspension or termination of
the Plan shall adversely affect any option previously granted under the Plan,
but it shall be conclusively presumed that any adjustment or change as provided
in Section 7 does not adversely affect any such right.
SECTION 12. NO RIGHT TO CONTINUE AS DIRECTOR.
Neither the Plan, nor the granting of an option nor any other action taken
pursuant to the Plan, shall constitute or be evidence of any agreement or
understanding, express or implied, that a director has a right to continue as a
director for any period of time, or at any particular rate of compensation.
A-4
<PAGE> 26
APPENDIX TO PROXY STATEMENT
DATED 10/28/96
PROXY
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
INLAND CASINO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
The undersigned shareholder(s) of Inland Casino Corporation, a Utah corporation
(the "Company") hereby appoints Arthur R. Pfizenmayer, Duane M. Eberlein, or
either of them, proxies, each with full power of substitution, for and in the
name of the undersigned at the Annual Meeting of Shareholders of the Company to
be held on December 12, 1996, and at any and all adjournments, to vote all
shares of the capital stock of said Company held of record by the undersigned
on October 23, 1996, as if the undersigned were present and voting the shares.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED. IN
THE ABSENCE OF ANY DIRECTION, THE SHARES WILL BE VOTED FOR PROPOSAL 2, FOR THE
NOMINEES NAMED IN PROPOSAL 1 ON THE REVERSE SIDE AND IN ACCORDANCE WITH THEIR
DISCRETION ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.
(CONTINUED AND TO BE VOTED, SIGNED AND DATED ON THE REVERSE SIDE)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 27
Please mark
your votes as
indicated in [X]
this example.
1 ELECTION OF DIRECTORS.
Nominees for election to the Board of Directors:
Duane M. Eberlein, Forrest J. Gerard, FOR all the nominees
Andrew B. Laub, Jana McKeag, G. Fritz Opel, listed (except as indicated
Arthur R. Pfizenmayer, Cornelius E. ("Neil") to the contrary).
Smyth, and L. Donald Speer, II. [ ]
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE WITHHOLD
FOR ANY NOMINEE(S), WRITE THE NOMINEE'S(S') AUTHORITY to vote for all
NAME(S) ON THE SPACE PROVIDED BELOW.) nominees listed.
[ ]
--------------------------------------------
--------------------------------------------
2. Proposal to approve the Company's 1996 FOR AGAINST ABSTAIN
Nonemployee Directors Stock Option Plan. [ ] [ ] [ ]
3. The proxies are authorized to vote in their discretion upon such other
business as may properly come before the meeting.
I PLAN TO ATTEND THE MEETING. [ ]
ALL OF THE LISTED NOMINEES AND EACH PROPOSAL
HAVE BEEN PROPOSED BY THE COMPANY. THE BOARD
OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF
THE NOMINEES LISTED AND "FOR" EACH OF THE
LISTED PROPOSALS. PLEASE MARK INSIDE THE BLUE
BOXES SO THAT DATA PROCESSING EQUIPMENT WILL
RECORD YOUR VOTES.
Signature(s) Dated: ,1996
------------------------------------ ------------
(Please date this Proxy and sign exactly as your name appears hereon. When
signing as attorney, executor administrator, trustee or guardian, please give
your full title. If there is more than one trustee, all should sign. All joint
owners should sign.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
