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THE CLARIDGE HOTEL AND CASINO CORPORATION
INDIANA AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 340-3400
----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 7, 1994
----------
The regular annual meeting of the shareholders of The Claridge Hotel
and Casino Corporation will be held on Tuesday, June 7, 1994, at 10:00
a.m., local time, at The Claridge Hotel and Casino, Indiana Avenue and the
Boardwalk, Atlantic City, New Jersey, for the following purposes and to
transact such other business as may properly be brought before the
meeting:
(A) To elect six Directors to the Board of Directors.
(B) To approve the appointment by the Corporation's Board of
Directors of KPMG Peat Marwick, independent certified public
accountants, as auditors for the year 1994.
The Board of Directors has fixed the close of business on April 22,
1994 as the record date for the Annual Meeting to determine the
shareholders entitled to notice of and to vote at the meeting and any
adjournments thereof.
PLEASE FILL IN, SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY
By Order of the Board of
Directors
/s/ Frank A. Bellis, Jr.
-------------------------
Frank A. Bellis, Jr.
Secretary
April 26, 1994
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THE CLARIDGE HOTEL AND CASINO CORPORATION
INDIANA AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
----------
PROXY STATEMENT
----------
April 26, 1994
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of The Claridge Hotel and Casino Corporation
(the "Corporation") of proxies for use at the Corporation's annual
meeting of shareholders to be held on June 7, 1994.
Any shareholder giving a proxy will have the right to revoke it at any
time prior to the time it is voted. A proxy may be revoked by written
notice to the Corporation, execution of a subsequent proxy or attendance
at the annual meeting and voting in person. Attendance at the meeting will
not automatically revoke the proxy. All shares represented by effective
proxies will be voted at the meeting or any adjournment thereof.
The cost of soliciting proxies will be borne by the Corporation. In
addition to solicitation by mail, officers and employees of the
Corporation may solicit proxies by telephone or in person.
The Corporation's Annual Report on Form 10-K was mailed to each
shareholder on or about April 8, 1994. This Proxy Statement and form of
Proxy were first mailed to shareholders on or about April 26, 1994.
ITEM A. ELECTION OF DIRECTORS
Six Directors are to be elected at the annual meeting to serve terms
of one year and until their respective successors have been elected. The
nominees for Director, all of whom are now serving as Directors of the
Corporation with the exception of A. Bruce Crawley, are listed below,
together with biographical information. Mr. Crawley was nominated to serve
on the Corporation's Board of Directors at the March 22, 1994 Board of
Directors meeting. His participation as a Director is pending New Jersey
Casino Control Commission (the "Commission") approval and election by
the shareholders. If the Commission does not approve Mr. Crawley, the
Board will seek to appoint another candidate. All of the Directors also
serve as Directors of The Claridge at Park Place, Incorporated ("New
Claridge") and Claridge Gaming Incorporated, wholly-owned subsidiaries of
the Corporation. Claridge Gaming Incorporated was formed on March 16, 1994
for the purpose of exploring and developing gaming opportunities in other
jurisdictions.
Ms. Jean Abbott, who has served as a Director since August 1989 was
appointed Senior Vice President of Planning and Development of Claridge
Gaming Incorporated and Vice President of Planning and Development of New
Claridge effective March 27, 1994 and will not stand for re-election to
the Corporation's Board of Directors. Mr. John Feehan, who has served as a
Director since April 1990, has decided to retire effective with the
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expiration of his current Board term and will not stand for re-election to
the Corporation's Board of Directors.
David W. Brenner, age 58. Mr. Brenner has served as a member of the
Board of Directors of the Corporation since February 1991, and became
Chairman of the Board of Directors in August 1993. He has served as
President of the Philadelphia Sports Congress since January 1987. Mr.
Brenner served as Chairman of the Hospital and Higher Education Facilities
Authority of Philadelphia from January 1986 to June 1992, and as Director
of Commerce of the City of Philadelphia from January 1984 to September
1986. He was with the accounting firm of Arthur Young & Company from 1957
to September 1983. He was managing partner of the Philadelphia office of
Arthur Young from November 1969 until March 1980.
Shannon L. Bybee, age 55. Mr. Bybee has served as a member of the
Board of Directors of the Corporation since July 1988. He presently serves
as President and Chief Operating Officer for United Gaming, Inc., a
position he has held since July 1993. Mr. Bybee was the Corporation's
Chairman of the Board from November 1988 to July 1993, and from August
1988 to October 1988. In June 1989, Mr. Bybee was appointed to serve as
the Chief Executive Officer of the Corporation and New Claridge, a
position held through July 1993. Mr. Bybee has been of counsel in the law
firm of Schreck, Jones, Bernhard, Woloson & Godfrey since 1978. From 1983
to 1987, he was Senior Vice President of Golden Nugget, Incorporated which
operated the Golden Nugget Casino Hotel in Atlantic City. From 1981 to
1983, Mr. Bybee was President of GNAC Corporation, which operated the
Golden Nugget Casino Hotel in Atlantic City.
James W. O'Brien, age 58. Mr. O'Brien has served as a member of the
Board of Directors of the Corporation since June 1988. Mr. O'Brien was the
Corporation's Acting Chairman of the Board from October 20, 1988 to
November 22, 1988. Mr. O'Brien served as Vice President of Human Resources
of Genesco, Inc. of Nashville, Tennessee from July 1987 to August 1993. He
was Vice President of Human Resources of Southwest Forest Industries of
Phoenix, Arizona from February 1986 to May 1987. He was President of Del
E. Webb Hotel Group from April 1982 to January 1986 and as Chief Executive
Officer and a Director of the Corporation from October 1983 to January
1986.
Robert M. Renneisen, age 47. Mr. Renneisen has served as President of
the Corporation since June 1992, and as Chief Executive Officer of the
Corporation and New Claridge since July 1993. Mr. Renneisen was Executive
Vice President of the Corporation from June 1991 to June 1992. He has
served as President of New Claridge since January 1991. He was Chief
Operating Officer of New Claridge from January 1991 to July 1993. Mr.
Renneisen was Executive Vice President of New Claridge, responsible for
marketing and later casino operations from February 1988 to January 1991.
Prior to joining New Claridge, Mr. Renneisen served from January 1987 to
December 1987 as Vice President of Marketing of Treasure Island Hotel and
Casino in St. Maarten. From June 1986 to May 1987, he served as President
of Renneisen, Kincade & Associates, Inc. of Las Vegas, Nevada, a marketing
consulting firm. He was Senior Vice President of Marketing of the
Tropicana Hotel and Casino in Atlantic City from May 1982 to August 1984.
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Mark H. Sayers, age 44. Mr. Sayers has served as a member of the Board
of Directors since February 1990. Mr. Sayers has served as Vice President
of EMES Management Corporation, a real estate management and development
company, of New York, New York, since February 1976.
A. Bruce Crawley, age 48. Mr. Crawley has been President and Chief
Executive Officer of Crawley, Haskins & Rodgers, Philadelphia,
Pennsylvania, an independent public relations and advertising firm, since
1989. Mr. Crawley held various management positions with First
Pennsylvania Bank Corporation from 1967 to 1989, including Senior Vice
President and Director of Public and Investor Relations from 1985 to 1989.
Additional Information Concerning Board of Directors
Compensation of Directors - Directors who are not employees of the
Corporation or New Claridge receive an annual retainer of $20,000 and a
fee of $1,000 for each meeting of the Board of Directors and each
Committee meeting attended. The members of the Special Committee also
received a monthly retainer as described below.
Audit Committee - The Audit Committee consists of four Directors who
are not employees of the Corporation. It is the responsibility of the
Audit Committee to review with the Corporation's independent auditors the
Corporation's financial statements and the scope and results of the annual
audit, to monitor the internal accounting controls and practices of the
Corporation, to review the Annual Report to shareholders and to recommend
the appointment, subject to shareholder approval, of independent auditors.
The Committee met four times in 1993. Members of the Committee are David
W. Brenner, Chairman, Jean I. Abbott, John D. Feehan and James W. O'Brien.
Human Resources and Compensation Committee - The Human Resources and
Compensation Committee consists of three Directors. It is the
responsibility of the Human Resources and Compensation Committee to
evaluate the compensation of Senior Executives of New Claridge. The
committee met four times in 1993. Members of the Committee are James W.
O'Brien, Chairman, Mark H. Sayers and John D. Feehan.
Finance Committee - The Finance Committee consists of four members. It
is the responsibility of the Finance Committee to work with outside
counsel, Rogers & Wells, to develop a set of defined specifications for
recapitalizing the Corporation. The committee met twice during 1993.
Members of the Finance Committee are Jean I. Abbott, Chairperson, Shannon
L. Bybee, Mark H. Sayers and David W. Brenner.
Special Committee - The Special Committee consisted of three members.
It was the responsibility of the Special Committee to review the proposed
merger of the Corporation and Fitzgeralds Las Vegas, L.P.
("Fitzgeralds") and related issues, including any offers that might be
received from other parties. The Special Committee was dissolved effective
June 28, 1993 with the expiration of the Letter of Intent between the
Corporation and Fitzgeralds. The committee met four times during 1993.
There were also eleven telephonic Special Committee meetings in 1993.
Members of the Special Committee were Mark H. Sayers, Chairman, Jean I.
Abbott and David W. Brenner. Mr. Sayers received a monthly retainer of
$10,000 and Ms. Abbott and Mr. Brenner each received a monthly retainer of
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$2,500. The Special Committee members also received a meeting fee of
$1,000 for Special Committee meetings attended and $250 per hour for
telephonic meetings.
Attendance at Meetings - During 1993, there were six regular meetings
of the Board of Directors and three telephonic meetings. With the
exception of the October 5, 1993 Board of Directors meeting and Audit
Committee meeting which John Feehan did not attend, all of the Directors
attended 100% of the meetings of the Board of Directors and of any
Committee of which he or she was a Member occurring in 1993.
ITEM B. APPROVAL OF AUDITORS
Subject to the approval of the shareholders, the Board of Directors of
the Corporation has appointed KPMG Peat Marwick, independent certified
public accountants, to audit the annual consolidated financial statements
of the Corporation and its subsidiaries, New Claridge and Claridge Gaming
Incorporated, for 1994. The shareholders will be asked at the meeting to
approve the appointment. The firm of KPMG Peat Marwick has audited the
accounts of the Corporation since 1983. A representative of KPMG Peat
Marwick will be present at the meeting to make a statement, if such
representative so desires, and to respond to shareholders' questions.
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COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth information concerning the cash
compensation paid by New Claridge, the wholly-owned subsidiary of the
Corporation, for services rendered during the last three calendar years to
the Chief Executive Officer and the four most highly compensated executive
officers of New Claridge whose aggregate remuneration exceeded $100,000
during 1993.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION OTHER ANNUAL AWARDS (2) OTHER
----------------------------- COMPENSATION RESTRICTED COMPENSATION
NAME AND POSITION YEAR SALARY BONUS (3) STOCK (4)
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Shannon L. Bybee 1993 $166,154 $ -0- 3,730 - -
Former Chairman of 1992 267,693 95,000 3,491 73,963 -
the Board/Chief 1991 244,423 -0- - - -
Executive Officer of
New Claridge (1)
Robert M. Renneisen 1993 246,154 123,077 4,047 - -
President and Chief 1992 217,693 80,000 2,369 60,266 -
Executive Officer of 1991 187,308 -0- - - -
New Claridge
Albert T. Britton 1993 150,000 45,000 3,375 - -
Executive Vice President 1992 126,548 30,878 2,531 32,873 -
of Operations of New 1991 102,166 -0- - - -
Claridge
Raymond A. Spera 1993 150,000 50,000 3,375 - 9,519
Executive Vice President 1992 124,625 30,409 2,492 32,873 -
of Finance/Corporate 1991 101,823 -0- - - -
Development of New
Claridge
Peter F. Tiano 1993 130,000 39,000 2,925 - 6,750
Executive Vice President 1992 123,558 30,148 1,890 32,873 -
of Administration of New 1991 104,452 -0- - - -
Claridge
John T. Arnold 1993 116,816 12,382 2,624 - -
Vice President of Casino 1992 112,174 13,685 2,244 - -
Operations of New 1991 108,114 -0- - - -
Claridge
</TABLE>
----------
(1) Mr. Bybee served as the Chief Executive Officer and Chairman of the
Board during the fiscal years covered by the Summary Compensation
Table, and resigned effective July 25, 1993. Mr. Renneisen has served
as Chief Executive Officer since that date and also continues to serve
as President. Shares held by Mr. Bybee were returned to the
Corporation upon his resignation.
(2) Number of shares awarded in 1992 under the Long-Term Management
Incentive Plan described under "Management - Compensation Plans."
The shares are subject to vesting provisions under the Plan. 25% of
the shares awarded under the Plan have vested. The Corporation does
not believe the shares have any value.
(3) Amounts reported in this column were paid pursuant to the Retirement
Savings Plan of New Claridge described under "Management -
Compensation Plans." In accordance with the transitional provisions
applicable to the rules on disclosure of executive officer and
director compensation adopted by the Securities and Exchange
Commission, amounts reported in this column are excluded for the 1991
fiscal year.
(4) Amounts reported in the column represent compensation received for
certain vacation time previously earned and accrued but not taken.
Amounts paid were determined at a discounted rate.
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The Corporation has not included in this Proxy Statement a chart
comparing the performance of the price of its shares to the performance of
the Standard & Poor's 500 Stock Index and an index of gaming industry
stocks because there has not been, to the knowledge of the Corporation,
any trading in the Corporation's shares since the private placement of the
shares in 1983. In addition, the Corporation believes that the
Corporation's shares do not have any value. Although, as may be noted from
the Corporation's financial statements, the shareholders' equity of the
Corporation has increased significantly over the last several years, under
the terms of the Restructuring Agreement entered into by the Corporation
in October 1988, the Corporation is not permitted to make any payment to
the shareholders of the Corporation as such until payment in full is made
on the "Webb Payment" (which amounts to $20 million plus 15% interest
per annum), with corresponding payments made to Releasing Investors as
provided under the terms of the Restructuring Agreement. As a result of
the requirement to make these payments, the Corporation believes, based on
its estimate of the current value of the Claridge, that it is unlikely
that any amounts will be available for distribution on its shares of
common stock.
Until his resignation as the Corporation's Chief Executive Officer in
July 1993, Shannon L. Bybee was a party to an employment agreement with
the Corporation dated July 1, 1991. That agreement provided for automatic
annual renewal and increases in annual base salary at the discretion of
the Board of Directors. In February 1993, Mr. Bybee's annual base salary
was increased to $280,000, payable in weekly installments. The agreement
also provided that if Mr. Bybee were to be terminated without cause (as
defined), he would be entitled to receive a termination payment in an
amount equal to his current base annual salary.
New Claridge is a party to an employment agreement with Robert M.
Renneisen dated June 26, 1991. The agreement is automatically renewed
annually unless either party gives notice of termination not less than
ninety (90) days in advance of the renewal date (May 31 of each year). New
Claridge's Board of Directors may, from time to time, in their sole
discretion, increase the base annual salary. In February 1994, Mr.
Renneisen's annual base salary was increased to $300,000, payable in
weekly installments. In the event that Mr. Renneisen is terminated without
cause (as defined), he is entitled to receive a termination payment in an
amount equal to his current base annual salary.
New Claridge is also a party to employment agreements with Albert T.
Britton, Raymond A. Spera and Peter F. Tiano each dated November 1, 1992.
The agreements are automatically renewed annually unless either party
gives notice of termination not less than ninety (90) days in advance of
such renewal date. New Claridge's Board of Directors may, from time to
time, in their sole discretion, increase the base annual salary. In
February 1994, annual base salaries for Messrs. Britton, Spera and Tiano
increased to $165,000, $160,000 and $145,000 respectively, payable in
weekly installments. In the event that Messrs. Britton, Spera or Tiano are
terminated without cause (as defined), they are entitled to receive a
termination payment in an amount equal to their current base annual
salary.
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New Claridge, from time to time, utilizes the services of Renneisen &
Associates, Inc., a special events planning and decorating firm. Robert
Renneisen's spouse, Susan, is president and sole owner of Renneisen &
Associates, Inc. During 1993, Renneisen & Associates, Inc., which engaged
with Herb Paley & Associates and later Putting Green Associates to provide
such services, was paid approximately $51,667.00.
COMPENSATION PLANS
The following plans are available to officers of New Claridge.
a. Senior Officer Medical Plan. New Claridge maintains a senior
officer medical plan under which eligibility is limited to officers
and certain employees of New Claridge. The plan covers medical
expenses of the participant (up to a maximum of $7,500 per year) not
paid by New Claridge's medical reimbursement plan which is available
to all employees not covered by collective bargaining agreements.
b. Retirement Savings Plan. New Claridge employees participate in
a profit sharing plan named the "Retirement Savings Plan." This plan
is intended to be qualified under Section 401(k) of the Internal
Revenue Code of 1986, as amended. Under the Retirement Savings Plan,
for up to the first 5% of an employee's salary which is contributed at
the direction of the employee from amounts he or she would otherwise
have received as current compensation, New Claridge contributed an
amount equal to 45% of the employee's contribution in 1993 and will
contribute 50% in 1994. Employees could contribute a maximum of 15% of
their base salary but not in excess of $8,994 for 1993 and may
contribute up to $9,240 in 1994. An employee's account may be paid
out, at the employee's election, in one cash payment or in installment
payments over a ten-year period.
c. Incentive Compensation Plan. Under New Claridge's 1993
Incentive Compensation Plan, key management personnel were eligible to
receive bonuses expressed as a percentage of base salary, depending
upon the achievement of specific financial objectives which were
established at the beginning of the plan year. New Claridge reserves
the right to not pay bonuses to participants if operating earnings do
not meet minimum requirements. For the year ended December 31, 1993,
$301,000 in bonuses were awarded under this plan. These bonuses were
paid in March 1994.
Mr. Renneisen was eligible for an incentive bonus up to 50% of his
1993 salary. The incentive bonus was based on his performance and was
issued at the sole discretion of the outside members of the Board of
Directors of the Corporation and New Claridge. For 1993, Mr. Renneisen
was awarded a bonus equal to 50% of his 1993 base salary. The bonus
was paid in February 1994.
Messrs. Britton, Spera, Tiano and Bellis were awarded
discretionary bonuses in addition to amounts awarded pursuant to New
Claridge's 1993 Incentive Compensation Plan. These bonuses amounted to
$47,000.
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d. Long Term Management Incentive Plan. In February 1992, the
Corporation's Board of Directors adopted a Long-Term Management
Incentive Plan (the "Plan") in which certain key employees of the
Corporation and/or New Claridge participate. The Plan provides for the
grant of the 273,938 shares of the Corporation's Class A Stock, which
were held as treasury shares of the Corporation ("Treasury Shares"),
and for the issuance of 100 Equity Units. The aggregate value of the
100 Equity Units is equal to 5.41 percent of certain amounts,
generally equal to the equity of the Claridge entities, as further
defined in the Plan. Specified portions of the awarded Treasury Shares
and Equity Units held by participants vest upon the attainment of
specific goals as described in the Plan. The Treasury Shares and
Equity Units fully vest upon a further restructuring or a change in
control as defined in the Plan. Payment with respect to the Equity
Units will only be made (a) upon the occurrence of a transaction in
which substantially all of the assets and business operations of the
Claridge entities are transferred to one or more entities in a merger,
sale of assets or other acquisition-type transaction, (b) upon
termination of employment of any participant in the Plan within one
year after any change of control of the Corporation occurs, as defined
in the Plan, or (c) if the Corporation pays dividends to its
stockholders, if the Partnership makes distributions to its partners,
or if the Corporation or the Partnership makes certain distributions
under the Restructuring Agreement. A participant is entitled to vote
all awarded Treasury Shares whether or not such shares are vested.
Upon his resignation in July 1993, Mr. Bybee forfeited units and
shares of the Corporation's Class A Stock. These units and shares of
stock were awarded to key management employees in 1994.
REPORT ON EXECUTIVE COMPENSATION
This report is presented to describe the compensation policies applied
by the Human Resources and Compensation Committee (the "Committee") of
the Board of Directors with regard to the Corporation's executive
officers, and the basis for the compensation of the Chief Executive
Officer of the Corporation, for the year 1993. Shannon Bybee was the Chief
Executive Officer of the Corporation through July 25, 1993, and Robert
Renneisen was Chief Executive Officer for the balance of 1993.
In February of each year, the Committee reviews the compensation of
each executive officer of the Corporation or its subsidiary. This review
includes salary for the prior two years and the management recommendation
as to salary for the following year. It is the objective of the Committee
in setting the base salary for the officers to attract and retain
experienced, competent personnel. The Committee places particular emphasis
on this objective because of the intense competition within the gaming
industry for managerial employees. With this objective in mind, through
1992 the Committee had recommended increases in the base salaries of the
executive officers of the Corporation and its subsidiary so that their
base salaries were at least within the lower range of base compensation
paid by other casino companies in Atlantic City. The primary reason for
targeting the lower range of other casino companies was to recognize the
relatively smaller size of the Corporation in relation to its competitors.
However, it is essential that the Corporation's officers be as competent
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as those of its competitors. Having previously set the base salaries of
the executive officers at that level, the Committee anticipates that
future adjustments in the base salary for those persons will generally be
made only to reflect increases in the consumer price index and changes in
industry compensation levels, and adjustments were made in base salaries
in 1993 on this basis.
Having established what the Committee believes to be the appropriate
level for the base salary of the officers of the Corporation and its
subsidiary, the Committee believes that any significant adjustment to the
compensation of the officers should be in the form of bonuses and the
bonuses should be based largely upon the performance of the Corporation.
For this purpose, the officers are entitled to bonuses on the basis of a
bonus plan that compares the performance of the Corporation during the
bonus year to a business plan established by the management of the
Corporation for that year. The business plan upon which the bonus is based
is developed by the management of the Corporation with the oversight of
the Committee, which typically approves the business plan in December of
each year. As previously indicated, bonuses are determined largely on the
basis of performance as compared to the business plan so that in years,
such as 1991, when the Corporation fails to achieve its profit plan, no
bonuses are paid even if the reason for the failure to achieve the plan
was largely beyond the control of the Corporation's management (such as
occurred in 1991 with the Gulf War and the beginning of the economic
downturn).
In addition to bonuses under the bonus plan, the Committee retains the
discretion to pay the Corporation's senior officers bonuses that are
different than what would otherwise be dictated by the bonus plan. For
this purpose, the Committee in addition to considering the performance of
the Corporation against the business plan, also considers various
qualitative factors, including the success in retaining competent
personnel, favorable relationships with the New Jersey Casino Control
Commission, efforts and accomplishments in achieving the Corporation's
long-term restructuring objectives, success in dealing with the various
regulatory requirements and the New Jersey Casino Control Act and efforts
in exploring expansion opportunities, none of which was considered
determinative by the Committee.
The Committee made its decision regarding the 1993 compensation of the
Chief Executive Officer of the Corporation on the basis of the policies
and objectives set forth above. Based on a review of the base salaries of
chief executive officers of other casinos in Atlantic City, the Committee
determined that at a base salary of $275,000, Mr. Renneisen would receive
a base salary that could be considered comparable to the base salaries of
chief executives of other Atlantic City casinos, but that was clearly at
the low end of the range of such salaries. Mr. Bybee was paid at a
comparable rate during the period in 1993 when he served as Chief
Executive Officer of the Corporation. In determining to pay Mr. Renneisen
a bonus of $123,077 for 1993 (which amount was paid in 1994), the
Committee's decision was largely based on the strong performance of the
Corporation during 1993, as well as the significant efforts made by Mr.
Renneisen, in conjunction with other managerial employees, in improving
employee morale, enhancing the Corporation's marketing programs,
maintaining positive relationships with the New Jersey Casino Control
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Commission and ongoing efforts to achieve the Corporation's long-term
restructuring objectives, including the recent refinancing of the
Corporation's long-term debt through the issuance of $85,000,000 of First
Mortgage Notes.
During 1993, the Committee did not make any awards under the
Corporation's Long-Term Management Incentive Plan (the "Plan"). Key
management employees of the Corporation received awards under the Plan in
1992. Upon his resignation in July 1993, Mr. Bybee forfeited the Common
Stock and Equity Units previously awarded to him under the Plan. The
Committee awarded such Common Stock and Equity Units to key management
employees in 1994. As described elsewhere in this Proxy Statement, the
Plan provides for the vesting of units granted to key management employees
upon the achievement of certain long-term restructuring objectives of the
Corporation and bases the timing and amount of payment with respect of
those units upon the value received upon achievement of those objectives.
The Committee does not consider the grants made to the key management
employees under the Plan in determining the base salary and bonus amounts
for those employees because the Committee does not consider the Plan to
provide current compensation to those employees. Instead, the Committee
considers the Plan to be key to the Committee's objective of retaining its
top managerial employees while providing them with an added incentive to
achieve the Corporation's long-term restructuring objectives by holding
out the possibility of significant compensation if those objectives are
achieved. The Committee believes that this Plan ties the long-term
interests of these key management employee participants directly to the
long-term interests of the Corporation's shareholders.
The Corporation does not have a stock option plan.
James W. O'Brien, Chairman
John D. Feehan
Mark H. Sayers
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are James W. O'Brien,
Chairman, Mark H. Sayers and John D. Feehan. There is no insider
participation on the Compensation Committee and there is no interlock
between any Compensation Committee member or executive officer of the
Corporation, on the one hand, and the compensation committees of other
companies on the other hand.
VOTING
Shareholders of record on the books of the Corporation at 4:00 P.M.
E.S.T., April 22, 1994, will be entitled to vote at the meeting. The
Corporation had outstanding on April 22, 1994, 5,062,500 shares of Common
Stock, par value $.001 per share. Each share entitles the holder to one
vote on each matter submitted to a vote at the meeting, and to cast one
vote for or against each Director.
The shares represented by proxies will be voted as directed in the
proxies. In the absence of specific direction, the shares represented by
the proxies will be voted for the election as Directors of the nominees
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named in this Proxy Statement and for approval of the appointment of KPMG
Peat Marwick as Auditors. In the event any nominee for Director is unable
to serve, which is not now contemplated, the proxies may or may not be
voted for a substitute nominee.
Assuming the presence of a quorum, the affirmative vote of a majority
of the shares of stock represented at the meeting is required for the
election of Directors and approval of the appointment of Auditors.
Set forth in the table below is information regarding the ownership of
shares of the Corporation's common stock by directors and certain
executive officers of the Corporation and/or New Claridge, and the
directors and executive officers of the Corporation and/or New Claridge as
a group:
<TABLE>
<CAPTION>
No. of Percent of
Name Title Shares Owned Class
--------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Shannon L. Bybee ......................... Former Chairman of Board/Chief - -
Executive Officer
Robert M. Renneisen ...................... President and Chief Executive Officer 73,962 1.50%
Albert T. Britton ........................ Executive Vice President of Operations 36,526 .72%
Raymond A. Spera ......................... Executive Vice President of Finance and 36,526 .72%
Corporate Development
Peter F. Tiano ........................... Executive Vice President of 36,526 .72%
Administration
John T. Arnold ........................... Vice President of Casino Operations 8,218 .16%
Directors and Officers as a Group ........................................................ 273,938 5.41%
</TABLE>
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All of the shares shown in this table are owned by directors or
executive officers of the Corporation and/or New Claridge under the Long
Term Incentive Plan described above. Shares of the common stock were
granted under the Plan subject to certain vesting provisions, and as of
the date hereof 25% of such shares have vested. Recipients of such awards
are permitted, however, to vote all shares granted to the recipients
whether or not vesting has occurred.
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Shareholder Proposals
Any shareholder proposal intended to be presented at the 1995 annual
meeting of the Corporation's shareholders must be received at the
principal executive offices of the Corporation, Indiana Avenue and the
Boardwalk, Atlantic City, New Jersey 08401, by December 26, 1994, in order
to be considered for inclusion in the Corporation's proxy materials
relating to that meeting.
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As of the date of this Proxy Statement, management knows of no matters
to be brought before the meeting other than the matters referred to in
this Proxy Statement. If, however, further business is presented, the
proxy holders will act in accordance with their best judgment.
By order of the Board of
Directors
/s/ Frank A. Bellis, Jr.
--------------------------
Frank A. Bellis, Jr.
Secretary
April 26, 1994
12
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PROXY PROXY
The Claridge Hotel and Casino Corporation
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders June 7, 1994
The undersigned hereby appoints James W. O'Brien and Robert M.
Renneisen, and each of them, the proxies of the undersigned with full
power of substitution of each of them, to vote all shares of The Claridge
Hotel and Casino Corporation (the "Corporation") which the undersigned
is entitled to vote at the Annual Meeting of the Shareholders of the
Corporation to be held at The Claridge Hotel and Casino, Indiana Avenue
and the Boardwalk, Atlantic City, New Jersey, on June 7, 1994 at 10:00
a.m. and any adjournment thereof.
Unless otherwise specified in the squares provided, the undersigned's
vote will be FOR each candidate for Board of Directors and FOR item 2, and
in the discretion of the proxies, on such other matters as may properly be
brought before the meeting.
1. To elect the following six candidates to the Board of Directors:
FOR WITHHOLD
David W. Brenner / / / /
Shannon L. Bybee / / / /
James W. O'Brien / / / /
Robert M. Renneisen / / / /
Mark H. Sayers / / / /
A. Bruce Crawley / / / /
2. To approve the appointment by the Corporation's Board of Directors of
KPMG Peat Marwick, independent certified public accountants, as
auditors for the year 1994.
FOR / / AGAINST / / ABSTAIN / /
________________________________________
(Signature of shareholder)
________________________________________
(Signature of joint owner, if any)
Date _____________________________, 1994
Please sign exactly as your name appears
on the label. When signing as attorney,
executor, administrator, trustee or
guardian, please give your full title as
such.
PLEASE SIGN AND RETURN AS SOON AS POSSIBLE IN ENCLOSED ENVELOPE.
NO POSTAGE IS REQUIRED.
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