UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
Commission File Number 1-9728
JACKPOT ENTERPRISES, INC.
_______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 88-0169922
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1110 Palms Airport Drive, Las Vegas, Nevada 89119
___________________________________________ _________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 263-5555
_____________
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
________________________________________ _______________________
Common Stock - Par value $.01 per share, New York Stock Exchange
which include certain preferred stock
purchase rights
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days: Yes x No
___ ___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K: x
___
As of August 31, 1998, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was $80,414,574.
As of September 25, 1998, there were 8,616,680 shares of the Registrant's
common stock outstanding.
Jackpot Enterprises, Inc. ("Jackpot" or the "Company") hereby amends its
Annual Report on Form 10-K for the fiscal year ended June 30, 1998 by
deleting its responses to Items 10 through 13 contained in its original
filing and replacing such sections with the following:
PART III
Item 10. Directors and Executive Officers of the Registrant
__________________________________________________
Directors of the Registrant
___________________________
At the annual meeting on December 17, 1997, four directors were elected to
serve and hold office (subject to Jackpot's By-Laws) until the next annual
meeting of stockholders and until a respective successor is elected and
qualified.
The directors of Jackpot (none of whom has a family relationship with one
another) are as follows:
<TABLE>
Name Age Position
_______________________ ____ ___________________________
<S> <C> <C>
Allan R. Tessler 62 Chairman of the Board
Don R. Kornstein 46 President, Chief Executive
Officer and Director
David R. Markin 67 Director
Robert L. McDonald, Sr. 78 Director
</TABLE>
Allan R. Tessler has served as Chairman of the Board since May 1994
and has been a director of Jackpot since 1980. Mr. Tessler also served as
Secretary of Jackpot from 1980 through August 1993. He has been Chairman
and Chief Executive Officer of International Financial Group, Inc., an
international merchant banking firm, since 1987. He has been Co-Chairman
and Co-Chief Executive Officer of Data Broadcasting Corporation, a securities
market data supplier, since June 1992. Mr. Tessler has been Chairman of the
Board of Enhance Financial Services, Inc., an insurance holding company, since
1986, and was Chairman of the Board of Great Dane Holdings Inc., a diversified
holding company, from 1987 through December 1996. He is also a director of The
Limited, Inc. and Allis-Chalmers Corporation.
Don R. Kornstein has served as President, Chief Executive Officer and a
director of Jackpot since September 1994. Prior to his appointment with
Jackpot, Mr. Kornstein was a Senior Managing Director of Bear, Stearns & Co.
Inc., a leading worldwide investment banking firm where he had been employed
since 1977. Mr. Kornstein was in such firm's Investment Banking Department and
was head of that firm's gaming industry group. Mr. Kornstein is also a
director of Riddell Sports Inc., a manufacturer of athletic equipment.
David R. Markin has been a director of Jackpot since 1980. Mr. Markin
has been Chairman of the Board, Chief Executive Officer and President of
Checker Motors Corporation ("Checker"), an automobile parts manufacturer and
taxicab fleet operator since 1970. Mr. Markin was President and Chief
Executive Officer of Great Dane Holdings Inc. from 1989 through December 1996.
Mr. Markin is presently President of Checker Holdings Corp. IV, the parent
company of Checker. Mr. Markin is also a director of Enhance Financial
Services, Inc. and Data Broadcasting Corporation.
Robert L. McDonald, Sr. has been a director of Jackpot since 1980. Mr.
McDonald is a senior partner in the law firm of McDonald Carano Wilson McCune
Bergin Frankovich & Hicks LLP, counsel to Jackpot. Mr. McDonald is a
principal stockholder, executive officer and a director of Little Bonanza,
Inc., the corporate operator of the Bonanza Casino located in Reno, Nevada.
Executive Officers of the Registrant
____________________________________
For information relating to the identification of the executive officers
of Jackpot, see page 12 in Part I of the Registrant's Annual Report on Form
10-K for the year ended June 30, 1998.
Item 11. Executive Compensation
______________________
The following table sets forth certain information concerning compensation
for those persons who were (i) the Chief Executive Officer, and (ii) the other
most highly paid executive officers whose total annual salary and bonus
exceeded $100,000 (collectively, the "Named Executives") for service provided
for the fiscal years ended June 30, 1998, 1997 and 1996.
<PAGE>
<TABLE>
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
__________________
Annual Compensation AWARDS PAYOUTS
_________________________________ __________ _______
Stock
Name and Other Option All Other
Principal Fiscal Annual Awards LTIP Compen-
Position Year Salary Bonus Compensation (in shares) Payout sation
(1) (2) (3)
_________ ______ ________ ________ ____________ __________ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Don R. 1998 $725,000 $ 97,000 $98,603 (4) 27,500 - $9,228(5)
Kornstein 1997 $715,695 $169,000 - 27,500 - $7,500(5)
President 1996 $675,000 $204,920 - 27,500 - $7,500(5)
and Chief
Executive
Officer
George 1998 $145,000 $ 65,000 - 30,000 - -
Congdon 1997 $115,000 $ 75,000 - 10,000 - -
Senior 1996 $105,000 $ 40,000 - - - -
Vice
President-
Operations
Bob Torkar 1998 $145,000 $ 55,000 - 30,000 - -
Senior 1997 $115,000 $ 75,000 - 10,000 - -
Vice 1996 $105,000 $ 40,000 - - - -
President-
Finance,
Treasurer
and Chief
Accounting
Officer
</TABLE>
_____________________
(1) Includes incentive compensation based on a predetermined formula, and
bonuses which were not pursuant to a predetermined plan or agreement.
(2) The Named Executives each received certain perquisites, the aggregate
value of which did not exceed, except as indicated, as to any Named
Executive in any of the last three fiscal years, the lesser of $50,000
or 10% of such Named Executive's annual salary and bonus.
(3) Represents the number of shares subject to options granted during such
fiscal year.
(4) Includes $78,867 for reimbursement by Jackpot to Mr. Kornstein for
relocation related costs associated with the sale of Mr. Kornstein's
residence. Pursuant to his employment agreement, such reimbursement
includes $32,375 for taxes.
(5) Represents premiums paid by Jackpot for term life insurance for the
benefit of Mr. Kornstein.
Option Grants
_____________
The following table summarizes information concerning individual grants
of options, including the potential realizable dollar value of grants of
options made during the fiscal year ended June 30, 1998, to each Named
Executive, assuming that the market value of the underlying security
appreciates in value, from the date of grant to the end of the option
term, at the assumed rates indicated in the following table.
<TABLE>
FISCAL 1998 OPTION GRANTS
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants for Option Term (1)
___________________________________________________________ ____________________
Percent
Number of of Total
Securities Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted (#) in Fiscal Year ($/Share) Date 5%($) 10%($)
(2)
_________ ___________ ______________ _________ __________ _______ ________
<S> <C> <C> <C> <C> <C> <C>
Don R.
Kornstein 27,500 (3) 16% $ 9.94 6/30/03 $71,200 $156,800
George
Congdon 30,000 (4) 18% $11.00 7/30/02 $91,200 $201,600
Bob
Torkar 30,000 (4) 18% $11.00 7/30/02 $91,200 $201,600
</TABLE>
_____________________
(1) The dollar amounts under these columns are the result of calculations at
annualized rates of 5% and 10%, respectively, which were established by
rules promulgated by the Securities and Exchange Commission and
therefore are not intended to forecast possible future appreciation, if
any, of Jackpot's Common Stock price.
(2) Total options granted include options to purchase an aggregate of
110,000 shares of Common Stock granted to the Board of Directors.
(3) As a member of the Board of Directors on June 30, 1998, Mr. Kornstein
was automatically granted an option to purchase 27,500 shares of Common
Stock on such date. Pursuant to the 1992 Incentive and Non-qualified
Stock Option Plan, the exercise price for each June 30 automatic grant
will be the fair market value of the Common Stock on the following
September 30. On September 30, 1998, the exercise price of such grant
was vested at $9.94 per share.
(4) Such option vests as to one-third of the securities underlying the
option on July 30, 1997, 1998 and 1999, respectively.
Option Exercises and Fiscal Year-End Values
___________________________________________
The following table summarizes information with respect to the exercise
of options to purchase Common Stock of Jackpot during the last fiscal year by
each of the Named Executives and the value of unexercised options held by
each of them as of the end of fiscal 1998. None of the Named Executives
exercised any options during fiscal 1998.
<TABLE>
AGGREGATED OPTION EXERCISES IN FISCAL 1998
AND FISCAL YEAR-END OPTION VALUES
Number of Shares
Underlying Value of Unexercised
Shares Unexercised Options In-the-Money Options
Acquired Value at Fiscal Year-End (#) at Fiscal Year-End ($)
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable (1)
__________ ___________ ________ ______________________ _______________________
<S> <C> <C> <C> <C>
Don R.
Kornstein - - 782,500/27,500 $2,468,673/$72,187
George
Congdon - - 42,000/20,000 $ 71,890/$31,260
Bob
Torkar - - 60,000/20,000 $ 71,890/$31,260
</TABLE>
(1) Based on the closing price of $12.56 for Jackpot's Common Stock on the
New York Stock Exchange on June 30, 1998.
Director Compensation
_____________________
Directors who are not salaried employees of the Company receive annual
fees of $32,000. In addition, a director who serves as a member of the
Compensation Committee and/or Audit Committee is entitled to receive
$10,800 and $7,200 per year, respectively. For the fiscal year ended
June 30, 1998, Messrs. Tessler, Markin and McDonald received aggregate
fees of $50,000, $50,000 and $42,800, respectively. Mr. Kornstein did not
receive any fees for service on the Board of Directors during fiscal 1998.
The 1992 Incentive and Non-qualified Stock Option Plan (the "1992 Plan")
provides that each individual who is a member of the Board of Directors on
June 30 of any year, including any future director on any such date, will
automatically be granted a nonqualified option to purchase 27,500 shares of
Common Stock on each such June 30. The exercise price for each June 30 grant
will be 100% of the fair market value of the Common Stock on the following
September 30. Each option granted to a director will become exercisable
after September 30 of each year and expire five years from the date of grant.
On June 30, 1998 options to purchase an aggregate of 110,000 shares of Common
Stock (27,500 each to Messrs. Tessler, Kornstein, Markin and McDonald) were
automatically granted at an exercise price of $9.94 per share pursuant to the
terms of the 1992 Plan.
Employment Agreements
_____________________
Jackpot has an employment agreement (the "Agreement") with Mr. Kornstein,
which became effective on September 8, 1994, and currently expires on
September 30, 2001. The Agreement is automatically extended for additional
one year periods on each October 1 unless, not later than March 31, immediately
preceding each October 1, notice is given by either the Company or Mr.
Kornstein. From September 19, 1994 through September 7, 1996, Mr.
Kornstein's annual base salary was $675,000. Presently, Mr. Kornstein's
annual base salary, which became effective September 8, 1996, is $725,000.
The Agreement provides for an annual bonus for each fiscal year equal
to (i) 2% of the amount up to the first $5 million by which the Company's
earnings before interest, taxes, depreciation, amortization and certain other
items, as defined in the Agreement ("EBITDA") for such fiscal year exceeds
$10 million, (ii) 4% of the amount up to the first $5 million by which
EBITDA for such fiscal year exceeds $15 million, (iii) 5% of the amount up to
the first $5 million by which EBITDA for such fiscal year exceeds $20
million, (iv) 6% of the amount up to the first $5 million by which EBITDA for
such fiscal year exceeds $25 million, plus (v) 7% of the amount by which
EBITDA for such fiscal year exceeds $30 million. The Board of Directors may,
in its discretion, grant Mr. Kornstein additional bonuses. To date, no such
additional bonuses have been granted to Mr. Kornstein. In addition, the
Company, at its cost, provides term life and disability insurance to Mr.
Kornstein in the amount of $5 million and $25,000 per month, respectively.
As part of the Agreement, Mr. Kornstein was granted an option under the
1992 Plan to acquire 700,000 shares of Common Stock at $9.25 per share (the
closing price on the effective date of the Agreement). The option, which
expires on September 8, 2004, vested as to one-third of the shares on
September 8, 1995, 1996 and 1997, respectively. Under certain circumstances,
such option is exercisable for a period of 18 months following the
termination of the Agreement, but in no event beyond the expiration of the
term of such option.
In the event Mr. Kornstein is disabled during the term of the Agreement,
he will receive his full base salary for the first six months of such
disability. At the end of such six month period or upon his death, Mr.
Kornstein, or his beneficiary, will receive a payment for accrued salary,
if any, and a pro rata bonus, as defined in the Agreement, through such date.
In addition, Mr. Kornstein or his beneficiary will receive a lump sum payment
equal to the sum of (i) Mr. Kornstein's base salary, which would have been in
effect for the twelve months following the date of disability or death, and
(ii) the average bonus, as defined in the Agreement, for the prior three
fiscal years.
In the event of a termination of the Agreement by the Company without
cause (as defined in the Agreement), for "Good Reason", or a "Change in
Control" (as described below), Mr. Kornstein would receive a lump sum amount
equal to his base salary, which would have been in effect for the three year
period commencing on the date of termination, plus his bonus for a three year
period, pursuant to a formula, as well certain pension and welfare benefit
coverage to the extent not provided to Mr. Kornstein by a subsequent
employer. Assuming such termination occurred on or about October 27, 1998
such lump sum payment would be approximately $2.7 million. In addition, Mr.
Kornstein would receive any amount necessary to reimburse him for any excise
tax imposed under the Internal Revenue Code, including any tax payable by
reason of such reimbursement. Mr. Kornstein agreed that for a period of
three years following the termination of his employment, for any reason,
he will not compete with Jackpot or its subsidiaries.
For purposes of the Agreement, Mr. Kornstein shall have "Good Reason" to
terminate his employment (i) upon a failure by the Company to comply with a
material provision of the Agreement, (ii) upon a diminution of Mr.
Kornstein's title or authority, or (iii) upon receipt by Mr. Kornstein of a
notice from the Company indicating that the contract term is not being
automatically extended.
For a period of time of up to one year after a Change in Control of
Jackpot, Mr. Kornstein has the option of terminating the Agreement. As defined
in the Agreement, Change in Control occurs when (i) any person or group of
persons become the beneficial owner of 20% or more of the outstanding voting
securities of Jackpot, (ii) during any two consecutive years, the
individuals who constituted the Board of Directors of Jackpot at the
beginning of such period cease for any reason to constitute at least a
majority thereof, unless the election of each director who was not a
director at the beginning of the period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of the period, (iii) certain mergers or consolidations, and (iv) a
liquidation of the Company or a sale of all or substantially all of the
Company's assets.
Compensation Committee Interlocks and Insider Participation
___________________________________________________________
The Compensation Committee consists of three non-employee directors.
Currently the members of the Compensation Committee are Messrs. Tessler,
Markin and McDonald. See Item 13, Certain Relationships and Related
Transactions, for a description of transactions and agreements in which
members of the Compensation Committee and their associates were involved.
None of the executive officers of Jackpot serves as a director of another
corporation in a case where an executive officer of such other corporation
serves as a director of Jackpot.
Item 12. Security Ownership of Certain Beneficial Owners and Management
______________________________________________________________
The following table sets forth as of October 1, 1998, certain information
regarding the shares of Common Stock beneficially owned by (i) each
beneficial holder of more than five percent of the outstanding shares of
Common Stock ("Beneficial Holder"), (ii) each director, (iii) each Named
Executive, and (iv) all directors and executive officers of Jackpot as a
group.
<TABLE>
OWNERSHIP OF JACKPOT COMMON STOCK
________________________________________________________________________________
Amount and Nature
Name of Beneficial Holder, of Beneficial
Director, Named Executive Ownership of Percent
or Identity of Group Common Stock (5) of Class (5)
_____________________________________________________________________________
<S> <C> <C>
Beneficial Holders:
___________________
Don R. Kornstein (1) 810,000 8.59%
Gabelli Funds, Inc. 516,000 (2) 5.99%
Dimensional Fund Advisors Inc. 500,978 (3) 5.81%
The Pavia and Powers Group 465,700 (4) 5.40%
David R. Markin (1) 471,979 5.33%
Directors other than Messrs.
Kornstein and Markin:
_________________________________
Allan R. Tessler 404,257 4.57%
Robert L. McDonald, Sr. 332,878 3.76%
Named Executives other than
Mr. Kornstein:
_________________________________
George Congdon 40,000 *
Bob Torkar 40,000 *
All directors and executive
officers as a group (6 persons) 2,099,114 20.58%
_____________________________________________________________________________
</TABLE>
* less than one percent
(1) Messrs. Kornstein and Markin have an address in care of the Company
at 1110 Palms Airport Drive, Las Vegas, Nevada 89119.
(2) Based solely upon a Schedule 13D dated January 22, 1998, which was
filed by Mario J. Gabelli and various entities which Mr. Gabelli
directly or indirectly controls or for which he acts as chief investment
officer, and a Schedule 13F for the period ended June 30, 1998. The
address of Gabelli Funds, Inc. is One Corporate Center, Rye, NY 10580.
(3) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 500,978 shares of
Jackpot's Common Stock as of December 31, 1997, all of which shares are
held in portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership of all
such shares. All of the above information has been provided by
Dimensional and is based solely upon a Schedule 13G, dated February 9,
1998. The address of Dimensional's principal business office is
1299 Ocean Avenue, 11th Floor, Santa Monica, CA 90401.
(4) Based solely upon Schedule 13D (Amendment No. 2), dated May 21, 1998,
which states Bolero Investment Group, L.P. ("Bolero"), Kenneth W. Pavia,
Sr. ("Mr. Pavia"), FHI, Inc. ("FHI"), Florence Partners, Inc. ("Florence
Partners") and Charles Powers ("Mr. Powers") (the "Reporting Persons",
and collectively the "Pavia and Powers Group") may be deemed a group
pursuant to the provisions of Rule 13d-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"). By reason
of the provisions of Rule 13d-5 under the Act, any member of the Pavia
and Powers Group may be deemed to own all shares beneficially owned by
such group. Florence Partners and Mr. Powers do not affirm the
existence of such a group and disclaim beneficial ownership of shares
beneficially owned by Bolero, FHI and Mr. Pavia. Bolero, FHI and
Mr. Pavia also do not affirm the existence of such a group and disclaim
beneficial ownership of shares beneficially owned by Florence Partners
and Mr. Powers. The address of the Pavia and Powers Group is Ingraham
Building, 25 S.E. 2nd Avenue, Suite 720, Miami, FL 33131.
(5) Includes shares of Common Stock which may be acquired upon the exercise
of vested options held by the following: Mr. Tessler (231,094),
Mr. Kornstein (810,000), Mr. Markin (231,094), Mr. McDonald
(228,894), Mr. Congdon (40,000), Mr. Torkar (40,000) and all directors
and executive officers as a group (1,581,082). Excludes shares of
Common Stock which may be acquired upon the exercise of unvested options
held by the following: Mr. Congdon (35,000), Mr. Torkar (30,000) and
all directors and executive officers as a group (65,000). The nature of
the beneficial ownership for all the shares is sole voting and
investment power.
Item 13. Certain Relationships and Related Transactions
______________________________________________
Robert L. McDonald, Sr., a director of Jackpot, is a senior partner in
the law firm of McDonald Carano Wilson McCune Bergin Frankovich & Hicks LLP
("McDonald Carano"), counsel to Jackpot. In addition, A. J. Hicks, a
partner in McDonald Carano is the Secretary of Jackpot. For the fiscal year
ended June 30, 1998, the amount of fees paid by the Company to McDonald
Carano, based on representation provided by McDonald Carano to the Company,
did not exceed 5% of the gross revenues of such firm for its last full fiscal
year. The Company believes that the fees for the services provided by
McDonald Carano were at least as favorable to the Company as the fees for
such services from unaffiliated third parties.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Form 10-K to be signed
on its behalf by the undersigned thereunto duly authorized.
JACKPOT ENTERPRISES, INC.
_________________________
(Registrant)
By: /s/ Bob Torkar
_________________________
BOB TORKAR
Senior Vice President - Finance,
Treasurer and
Chief Accounting Officer
(Principal Financial and Accounting
Officer)
Date: October 27, 1998
