Colorado Casino Resorts, Inc.
304 South 8th Street, Suite # 201, Colorado Springs, Colorado 80905
Notice of Annual Meeting of Shareholders
To be held September 24, 1997
Notice is hereby given that the annual meeting of the shareholders of Colorado
Casino Resorts, Inc. (the OCompanyO), will be held at the Double Eagle Hotel &
Casino, 442 E. Bennett Avenue, 3rd Floor, Cripple Creek, Colorado, 80813, on
Wednesday, September 24, 1997, at the hour of 10:30 a.m. (local time) for the
following purposes:
1. To elect Rudy S. Saenz, Gilbert M. Sisneros, Sam Halpern, and
Michael S. Smith as Directors of the Company.
2. To ratify the selection of Williams, Richey & Co., as
independent auditors for the Company until the next annual
meeting of Shareholders.
3. To transact such further or other business as may properly come
before the meeting and at any and all adjournments,
postponements or continuations thereof.
*********************************
Only shareholders of record at the close of business on August 18, 1997 are
entitled to notice of and to vote at the meeting or any adjournments,
postponements or continuations thereof.
You are cordially invited and urged to attend the meeting. All
shareholders, whether or not they expect to attend the meeting in person, are
requested to complete, date and sign the enclosed form of proxy and return it
promptly in the postage paid, return-addressed envelope provided for that
purpose. By returning your proxy promptly you can help the Company avoid the
expense of follow-up mailings to ensure a quorum so that the meeting can be
held. Shareholders who attend the meeting may revoke a prior proxy and vote
their proxy in person as set forth in the Proxy Statement.
THE ENCLOSED PROXY IS BEING SOLICITED BY THE BOARD OF DIRECTORS OF THE
COMPANY. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSED ITEMS. YOUR VOTE IS IMPORTANT.
By Order of the Board
/s/Michael S. Smith
-------------------
Michael S. Smith, Secretary
Colorado Springs, Colorado
Dated: August 22, 1997.
<PAGE>
COLORADO CASINO RESORTS, INC.
304 South 8th Street, Suite 201
Colorado Springs, Colorado 80905
_______________________________________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be held September 24, 1997
________________________________________________________
General Information
This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Directors (the OBoardO) of Colorado Casino
Resorts, Inc. (the OCompanyO) for use at the Annual Meeting of the Shareholders
of the Company to be held at the Double Eagle Hotel & Casino, 442 E. Bennett
Avenue, 3rd Floor, Cripple Creek, Colorado, on Wednesday, September 24, 1997 at
10:30 a.m. (local time), and at any and all postponements, continuations or
adjournments thereof (collectively the OMeetingO). This Proxy Statement, the
accompanying form of proxy (the OProxyO) and the Notice of Annual Meeting will
be first mailed or given to the CompanyOs shareholders on or about August 22,
1997.
It is expected that the solicitation will be primarily by mail, but proxies also
may be solicited personally or by telephone by officers and employees of the
Company who will not receive additional compensation for such solicitation. The
cost of solicitation of proxies will be borne directly by the Company.
The Proxy forwarded to shareholders with the Notice of Meeting confers
discretionary authority upon the Proxy nominees with respect to various matters
identified in the Notice of Meeting, or other matters that may properly come
before the Meeting. The Proxy allows the shareholder to specify that the shares
registered in his name shall be voted or withheld from voting in the election of
Directors, and the appointment of auditors, all as specified in the Notice of
Meeting.
All shares of the Company's common stock, $.001 par value per share (the
"Shares"), represented by properly executed and valid Proxies received in time
for the Meeting will be voted at the Meeting in accordance with the instructions
marked thereon or otherwise as provided therein, unless such Proxies have
previously been revoked. Owners of the Company's $10 par value convertible
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<PAGE>
Non-voting Preferred Shares (the "Preferred Shares") are not entitled to vote at
the Meeting. Unless instructions to the contrary are marked, or if no
instructions are specified, Shares represented by the Proxies will be voted
"FOR" the proposals set forth on the Proxy, and in the discretion of the person
named as proxies, on such other matters as may properly come before the Meeting.
Any Proxy may be revoked at any time prior to the exercise thereof by submitting
another Proxy bearing a later date and depositing it with the Secretary of the
Company or by giving written notice of revocation to the Company at the address
indicated above or by voting in person at the Meeting. Any notice of revocation
sent to the Company must include the shareholder's name and must be received
prior to the Meeting to be effective.
Voting
Only holders of record of Shares at the close of business on August 18, 1997
(the "Record Date") will be entitled to receive notice of and to vote at the
Meeting. On the Record Date there were 38,282,715 Shares outstanding, each of
which will be entitled to one vote on each matter properly submitted for vote to
the Company's shareholders at the Meeting. The presence, in person or by Proxy,
of holders of a majority of Shares entitled to vote at the Meeting constitutes a
quorum for the transaction of business at the Meeting.
The directors and officers (and their affiliates) of the Company held voting
power, as of the Record Date, with respect to an aggregate of 23,864,720 Shares
(approximately 62.34% of the outstanding Shares).
The election of each director nominee requires the affirmative vote of a
plurality of the Shares cast in the election of directors.
Votes cast by proxy will be tabulated by the Company's transfer agent, American
Securities Transfer and & Trust, Inc. Votes cast by proxy or in person at the
meeting will be counted by the person appointed by the Company to act as
election inspectors for the Meeting. Abstentions, broker non-votes and Shares to
which authority to vote on any proposal is withheld, are each included in the
determination of the number of Shares present and voting at the Meeting for
purposes of obtaining a quorum. Each will be tabulated separately. Abstentions
will be counted in tabulations of the votes cast on proposals presented to
shareholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved.
3
<PAGE>
Proposal 1: Election of Directors
General
The Board has nominated Messrs. Rudy S. Saenz, Gilbert M. Sisneros, Sam Halpern
and Michael S. Smith for election as directors until the next annual meeting of
shareholders or until their successors are elected and qualified. Each nominee
is currently a member of the Board and has consented to serve as a director if
elected, and it is intended that the Shares represented by properly executed
Proxies will be voted for the election of the director nominees except where
authority to so vote is withheld. The Board has no reason to believe that any of
the director nominees will be unable to serve as directors or become unavailable
for any reason. If, at the time of the Meeting, any of the director nominees
shall become unavailable for any reason, the person entitled to vote the Proxy
will vote, as such persons shall determine, for such substituted nominee or
nominees, if any, in his or her discretion.
Information is set forth below regarding the director nominees, including the
name and age of each director nominee, his principal occupation and business
experience during the past five years and the commencement of his term as a
director of the Company.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSAL TO ELECT
MESSRS. RUDY S. SAENZ, GILBERT M. SISNEROS, SAM HALPERN, AND MICHAEL S. SMITH TO
THE BOARD.
Directors
The following table sets fort the name and age of each nominee for re- election,
his principal occupation and business experience during the past five years, and
the year of commencement of his term as a director of the Company.
Principal Occupation or Employment During the Past Five years; Other
Name and Age Directorships Director Since
- ----------------- ------------- --------------
Rudy S. Saenz President and a Director of the Company, 1992
(41) and its subsidiary Double Eagle Resorts,
Inc., and predecessors since 1992.
From 1989 through 1992 Mr. Saenz was
employed in marketing and new business
development at Hughes Aircraft Co.
Mr. Saenz received a B.S. in Engineering
from the University of California at
San Diego in 1982.
4
<PAGE>
Name and Age Directorships Director Since
- ------------------ ------------- --------------
Gilbert M.Sisneros Vice President and a Director of the 1995
(58) Company, and its subsidiary Double Eagle
Resorts, Inc., since 1995. Since 1991,
Mr. Sisneros has been the President of
Creeker's, Inc., a casino in Cripple
Creek, Colorado, which is a wholly owned
subsidiary of the Company. From 1983 to 1991,
he was the president and owner of
Metro Wholesale, Inc., a food supply
company in Colorado Springs, Colorado.
Mr. Sisneros attended Leadville Community
College in Leadville, Colorado.
Sam Halpern A Director of the Company, Mr. Halpern is 1996
(52) the president of Indela Holdings, Inc.,
and a managing member of Indela
Camelsquare, L.L.C., and of Camelsquare
Executive Suites. He is also the principal
trustee of the Gregory Halpern Charitable
Trust. Since 1990, he has served as a
director and CFO of a diversified family
investment portfolio. He received an
appointment to the United States Military
Academy at West Point, graduating with
honors in 1965.
Michael S. Smith Secretary and a Director of the Company 1992
(38) since 1992. He ha been a self-employed
attorney in the Denver, Colorado area since
1992. Prior to joining the Company,
Mr. Smith was an attorney with McKenna
& Cuneo. Mr. Smith received a B. A. in
1981 and Juris Doctor in 1984 from Marquette
University, Milwaukee, Wisconsin.
Board Meetings
During the fiscal year ended October 31, 1996, Sixteen Directors' meetings were
held. But for Willard F. Clarey, Jr., all directors attended 100% of such
meetings. Mr. Clarey attended less than 10% of the meetings. Mr. Clarey resigned
as an officer and director on July 12, 1996. Mr. Halpern was appointed to
replace Mr. Clarey until the 1997 annual shareholders meeting, and he has
attended all meetings since his appointment.
Committees of the Board
The Company does not now have any standing nominating, audit or compensation
committees of the board of Directors nor any committee performing similar
functions.
5
<PAGE>
Compensation of Directors
The Company does not currently pay any directors fees.
Executive Officers
Information is set forth below regarding the executive officers of the Company
including their age, principal occupation during the last five years and the
date each first became an executive officer of the Company.
Executive Officer of
Name and Age Present Executive Office Registrant Since
- ------------ ------------------------ -----------------
Rudy S. Saenz President and Director of the Company. 1992
(41) More detailed information regarding Mr.
Saenz' business experience is set
forth under "Directors".
Gilbert M.Sisneros Vice President and Director of the Company. 1995
(58) More detailed information regarding Mr.
Sisneros' business experience is set forth
under "Directors".
Michael S. Smith Secretary and Director of the Company. 1992
(38) More detailed information regarding Mr.
Smith's business experience is set
forth under "Directors".
Farid E. Tannous Chief Financial Officer of the Company since 1996
(31) February 5, 1996. Before joining the Company,
Mr. Tannous was the vice president and
chief financial officer of a start-up high
tech company called Phoenix Micro-Lite,
Inc. He also was the owner and president of
F.E. Tannous & Co. Investment Management
Group, in Los Angeles, California. Previously,
he was a Business Analyst with Hughes Power
Products, Inc. In June of 1994, Mr. Tannous
received his MBA from the University of
Chicago. He also holds a Masters degree
(1990) and Bachelors degree (1988) of
Science in Electrical Engineering from the
University of Southern California.
6
<PAGE>
Executive Compensation
The following table sets forth certain information concerning compensation paid
by the Company to the Chief Executive Officer ("CEO") and any other executive
officer whose total annual salary and bonus exceeded $100,000 for the last
fiscal year (the "named Executive Officers"):
<TABLE>
<CAPTION>
Summary of Compensation Table
Name and Securities Underlying All Other
Principal Position Year Salary($) Options(#) Compensation
- ------------------ ---- --------- ---------- ------------
<S> <C> <C> <C> <C>
Rudy S. Saenz, 1996 148,000 250,000 220,000
President 1995 120,453 240,000 0
1994 0 0 0
1993 0 0 0
Gilbert M. Sisneros, 1996 148,000 250,000 220,000
Vice President 1995 232,962 0 0
1994 26,000* 0 0
1993 0 0 0
<FN>
(*) Salary earned as an officer of Creeker's, Inc., before the
merger with CCRI.
</FN>
</TABLE>
The foregoing compensation table does not include certain fringe benefits made
available on a nondiscriminatory basis to all Company employees such as group
health insurance, dental insurance, long-term disability insurance, vacation and
sick leave. In addition, the Company makes available certain non-monetary
benefits to its executive officers with a view to acquiring and retaining
qualified personnel and facilitating job performance. The Company considers such
benefits to be ordinary and incidental business costs and expenses. The
aggregate value of such benefits in the case of each executive officer listed in
the above table, which cannot be precisely ascertained but which is less than
$50,000 or ten percent of the cash compensation paid to each such executive
officer, is not included in such table.
7
<PAGE>
Aggregated Option Exercise and
Fiscal Year-End Option Table
The following table provides information relating to the exercise of stock
options during the year ended October 31, 1996 by the CEO and each of the Named
Executive Officers and the 1996 fiscal year end value of unexercised options.
<TABLE>
<CAPTION>
Value of
Shares Number of Securities Unexercised
Name and Acquired Value Underlying Unexercised In-the Money
Principal Position Exercised(#) Realized($) Options at FY-End Options at FY- End
- ------------------ ------------ ----------- Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------------
<S> <C> <C> <C> <C>
Rudy S. Saenz, 0 0 0/490,000 0/$423,750
President
Gilbert M. Sisneros, 0 0 0/250,000 0/ $93,750
Vice President
</TABLE>
Proposal II: Ratification of Selection of Independent Auditors
The Board has selected Williams, Richey & Co. to serve again as independent
auditors of the Company until the next annual meeting of shareholders.
Representatives of Williams, Richey & Co. will not be present at the Meeting.
Although it is not required to do so, the Board is submitting its selection of
the Company's independent auditors for ratification by the shareholders at the
Meeting in order to ascertain the views of shareholders regarding such
selection. Whether the proposal is approved or defeated, the Board may
reconsider its selection.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL II.
8
<PAGE>
Security Ownership of
Certain Beneficial Owners and Management
The following table sets forth certain information regarding beneficial
ownership of outstanding Shares as of the Record Date, by (i) each person who is
known by the Company to own beneficially five percent or more of the outstanding
Shares, (ii) the Company's Directors, CEO, and other executive named officers,
and (iii) all directors and executive officers as a group.
To the knowledge of the directors and officers of the Company, the persons who
as of this date beneficially own or exercise control over Common Shares carrying
more than 5 per cent of the votes attaching to Common Shares of the Company, and
the shareholdings of the directors of the Company are those listed below:
<TABLE>
<CAPTION>
Name, address, title Number Percent of
of beneficial owner of Shares Class
- ------------------- --------- -----
<S> <C> <C>
Rudy S. Saenz .......................... 10,933,610 28.56
3150 Angel Terrace (Note 1)
Colorado Springs, CO 80904
(President, Director)
Gilbert M. Sisneros .................... 10,878,610 28.42
1730 Southmoor Drive (Note 1)
Fountain, CO 80817
(Vice-President, Director)
Michael S. Smith ....................... 2,500 *
304 South 8th St., #201
Colorado Springs, CO. 80905
(Secretary and Director)
Sam Halpern ............................ 2,050,000 5.35
4350 East Camelback Rd.,
Suite F-100
Phoenix, AZ. 85018
(Director)
All Officers and Directors as a Group 23,864,720 62.34
(4 persons)
_____________________
<FN>
* Less than 1%
Note 1: Messrs. Saenz and Sisneros control 10,933,610 common shares,
and 10,878,610 Shares respectively, as direct registered owners of common
stock, and through their respective ownership interests in Double Eagle
Investments, a Colorado limited partnership, and their respective ownership
interest in Double Eagle Consolidated, Inc., a Colorado corporation and the
general partner of Double Eagle Investments.
</FN>
</TABLE>
9
<PAGE>
Reports under Section 16(a)
of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder
require the Company's directors and officers, and persons who beneficially own
more than ten percent of a registered class of the Company's equity securities,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and with the NASDAQ and to furnish the Company with copies.
Based solely on its review of the copies of the Section 16(a) forms received by
it, or written representations from certain reporting persons, the Company
believes that, during the last fiscal year, all Section 16(a) filing
requirements applicable to its officers and directors were filed in a timely
manner.
Further, despite inquiry, the Company does not know whether all persons who, at
any time during the fiscal year ended October 31, 1996, owned more than ten
percent of the Company's Common Stock, have timely filed all reports required
under Section 16(a). However, the Company has no knowledge that any such person
has not so timely filed.
Certain Relationships and Related Transactions
During the fiscal year ended October 31, 1996:
1. Rudy S. Saenz, President and a Director of the Company, received a
salary from the Company. In addition, the company advanced money to and borrowed
money from Mr. Saenz during the fiscal year. As of October 31, 1996 he was
indebted to the Company in the amount of $184,477. Terms of this loan are a
demand note payable at two points over the prime rate.
2. Michael S. Smith, Secretary and a Director of the Company, did not
receive a salary from the Company in the past fiscal year. He was paid a flat
monthly fee as corporate counsel to the Company.
3. Gilbert M. Sisneros, Vice President and a Director of the Company,
received a salary from the Company. In addition, the company advanced money to
and borrowed money from Mr. Sisneros during the fiscal year. As of October 31,
1996, he was indebted to the Company for the amount of $195,140. Terms of this
loan are a demand note payable at two points over the prime rate.
Solicitation of Proxies
This solicitation is being made by mail on behalf of the Board, but may also be
made without additional remuneration by officer or employees of the Company by
telephone, telegraph, facsimile transmission or personal interview. The expense
of the preparation, printing and mailing of this Proxy Statement and the
enclosed form of Proxy and Notice of Annual Meeting, and any additional material
relating to the Meeting which may be furnished to shareholders by the Board
subsequent to the furnishing of this proxy statement, has been or will be borne
by the
10
<PAGE>
Company. The Company will reimburse banks and brokers who hold Shares in their
name or custody, or in the name of nominees for others, for their out-of-pocket
expenses incurred in forwarding copies of the proxy materials to those persons
for whom they hold such Shares. To obtain the necessary representation of
shareholders at the Meeting, supplementary solicitations may be made by mail,
telephone or personal interview by officers of the Company or selected
securities dealers. It is anticipated that the cost of such supplementary
solicitations, if any, will not be material.
Annual Report
The Annual Report of the Company for the 1996 fiscal year will be mailed to
shareholders along with this Proxy Statement. The Company will, upon written
request and without charge, provide to any person solicited hereunder a copy of
the Company's Annual Report on Form 10- KSB for the year ended October 31, 1996,
as filed with the Securities and Exchange Commission. Requests should be
addressed to the Corporate Secretary of the Company at 304 South 8th Street,
Suite 201, Colorado Springs, CO. 80905.
Other Matters
The Company is not aware of any business to be presented for consideration at
the Meeting, other than that specified in the Notice of Annual Meeting. If any
other matters are properly presented at the meeting, it is the intention of the
persons named in the enclosed Proxy to vote in accordance with their best
judgment.
Shareholders Proposals
Any shareholder who intends to submit a proposal at the next Annual Meeting of
Shareholder and who wishes to have the proposal considered for inclusion in the
proxy statement and form of proxy for that meeting must, in addition to
complying with the applicable laws and regulations governing submission of such
proposals, deliver the proposal to the Company for consideration no later than
April 30, 1998. Such proposals should be sent to the Corporate Secretary of the
Company at 304 South 8th Street, Suite 201, Colorado Springs, Colorado 80905.
Notice to Banks, Broker-Dealers
and Voting Trustees and their nominees
Please advise the Company whether other persons are the beneficial owners of the
Shares for which proxies are being solicited from you, and, if so, the number of
copies of this Proxy Statement and other soliciting materials you wish to
receive in order to supply copies to the beneficial owners of the Shares.
11
<PAGE>
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS, WHETHER OR NOT
THEY EXPECT TO ATTEND THE MEETING IN PERSON, ARE REQUESTED TO COMPLETE, DATE AND
SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED
FOR THAT PURPOSE. BY RETURNING YOUR PROXY PROMPTLY YOU CAN HELP THE COMPANY
AVOID THE EXPENSE OF FOLLOW-UP MAILINGS TO ENSURE A QUORUM SO THAT THE MEETING
CAN BE HELD. SHAREHOLDERS WHO ATTEND THE MEETING MAY REVOKE A PRIOR PROXY AND
VOTE THEIR PROXY IN PERSON AS SET FORTH IN THIS PROXY STATEMENT.
By Order of the Board of Directors
/s/ Michael S. Smith
---------------------
Michael S. Smith, Secretary
Colorado Springs, CO.
August 9, 1997
<PAGE>
(Front of Proxy Card)
PROXY Colorado Casino Resorts, Inc. PROXY
304 South 8th Street, Suite 201,Colorado Springs, Colorado 80905
Form of Proxy for use at the Annual Meeting of Shareholders
September 24, 1997
The undersigned shareholder of Colorado Casino Resorts, Inc. (the Company )
hereby appoints Rudy S, Saenz, President of the Company, or failing him, Michael
S. Smith, Secretary of the Company, or instead of either of the foregoing
- --------------------------------------------------------------------------------
as nominee of the undersigned to attend and act for and on behalf of the
undersigned at the annual meeting of the shareholders of the Company to be held
on Wednesday, September 24, 1997, and at any adjournment or adjournments
thereof, to the same extent and with the same power as if the undersigned was
personally present at the said meeting or such adjournment or adjournments
thereof and without limiting the generality of the power hereby conferred, the
proxy nominees designate above are directed, with regard to the shares
registered in the name of the undersigned, to:
1. (a) Vote ____ or Withhold from Voting ______
in the election of Rudy S. Saenz as a director of the Company (Note 1).
(b) Vote ____ or Withhold from Voting ______
in the election of Gilbert M, Sisneros as a director of the Company(Note 1)
(c) Vote ____ or Withhold from Voting ______
in the election of Sam Halpern as a director of the Company (Note 1).
(d) Vote ____ or Withhold from Voting ______
in the election of Michael S. Smith as a director of the Company (Note 1).
2. Vote ____ or Withhold from Voting ______
in the appointment of Williams, Richey & Co. as auditors of the Company.
If any amendments or variations to the matters above referred to or to any other
matters identified in the Notice of Meeting are proposed at the Meeting or any
adjournment or adjournments thereof, or if any other matters which are not now
known to Management should properly come before the Meeting or any adjournment
or adjournments thereof, this proxy confers discretionary authority on the
person voting the proxy to vote on such amendments or variations or such other
matters in accordance with the best judgment of such person.
<PAGE>
(Back of Proxy Card.)
This proxy is solicited by Management of the Company and by the Board of
Directors of the Company. A shareholder has the right to appoint a person (who
need not be a shareholder) to represent him and to attend, vote and act for him
or her and on his or her behalf at the Meeting other than the proxy nominee
designated above and may exercise such right by inserting the name of a person
s/he nominates as proxy nominee in the blank space provided above for that
purpose.
This form of proxy must be dated and signed by the shareholder or by his
attorney authorized in writing or, if the shareholder is a corporation, under
its corporate seal, or by an officer or attorney thereof duly authorized. If
this form of proxy is not dated in the space provided below, it will be deemed
to bear the date on which this form of proxy is mailed to the shareholder. A
shareholder who has submitted a proxy for the Meeting may revoke it at any time
before its is voted at the Meeting.
Dated this ______ day of ______________, 1996. (Note 2)
_________________________________________________
Signature
_________________________________________________
Signature if held jointly
Notes:
1. In the event that no specification has been made with respect to voting or
withholding from voting in the election of directors (Item 1) or the appointment
of auditors (Item 2), the proxy nominee is instructed to Vote the shares
represented by this form of proxy for Items 1 and 2.
2. If this form of proxy is not dated in the space provided above, it will be
deemed to bear the date on which this form of proxy is mailed to the
shareholder.
