<PAGE> 1
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 5, 1995
---------------------
The regular annual meeting of the shareholders of The Claridge Hotel and
Casino Corporation will be held on Monday, June 5, 1995, 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 nine Directors to the Board of Directors.
(B) To approve the appointment by the Corporation's Board of Directors
of KPMG Peat Marwick LLP, independent certified public accountants, as
auditors for the year 1995.
The Board of Directors has fixed the close of business on April 21, 1995,
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
Frank A. Bellis, Jr.
Secretary
April 28, 1995
<PAGE> 2
THE CLARIDGE HOTEL AND CASINO CORPORATION
INDIANA AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
-----------------------
PROXY STATEMENT
-----------------------
April 28, 1995
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 5, 1995.
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 10, 1995. This Proxy Statement and form of Proxy were first
mailed to shareholders on or about April 28, 1995.
ITEM A. ELECTION OF DIRECTORS
Nine 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 Donald G. Drapkin and Ned P. DeWitt, are listed below,
together with biographical information. Both Mr. Drapkin and Mr. DeWitt were
nominated to serve on the Corporation's Board of Directors at the December 5,
1994, Board of Directors meeting. Their participation as Directors is pending
New Jersey Casino Control Commission (the "Commission") approval and election by
the shareholders. If the Commission does not approve Mr. Drapkin and Mr. DeWitt,
the Board will seek to appoint other candidates. 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.
<PAGE> 3
David W. Brenner, age 59. 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 served as President of the Philadelphia
Sports Congress from January, 1987, to June, 1994. Mr. Brenner served as
Chairman of the Hospital and Higher Education Facilities Authority of
Philadelphia from January, 1986, to June, 1992. He also served as Director of
Commerce of the City of Philadelphia from January, 1984, to September, 1986, and
as Director of Finance of the City of Philadelphia from April, 1991, to January,
1992. 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.
Robert M. Renneisen, age 48. 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. From June, 1994, to present, Mr. Renneisen
has also served as Vice Chairman of New Claridge. Mr. Renneisen was Executive
Vice President of the Corporation from June, 1991, to June, 1992. He served as
President of New Claridge from January, 1991, to June, 1994. 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, Incorporated, of Las Vegas, Nevada, a marketing
consulting firm. From February, 1985, to March, 1986, he was Senior Vice
President of Marketing at Caesars Palace, Las Vegas. He was Vice President of
Marketing of the Tropicana Hotel and Casino in Atlantic City from May, 1982, to
August, 1984.
Shannon L. Bybee, age 56. Mr. Bybee has served as a member of the Board of
Directors of the Corporation since July, 1988. He currently is Associate
Professor for Gaming Management, Law & Regulation, at University of Nevada Las
Vegas, where he occupies the Michael D. Rose Distinguished Chair in Gaming, a
position he has held since August, 1994. From July, 1993, to August, 1994, he
was President and Chief Operating Officer for United Gaming, Incorporated. 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. 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 59. Mr. O'Brien has served as a member of the Board
of Directors of the Corporation since June, 1988. Mr. O'Brien has also served as
President and Chief Operating Officer of New Claridge since June, 1994. 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, Incorporated, 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 was
Chief Executive Officer and a Director of the Corporation from October, 1983, to
January, 1986.
<PAGE> 4
Mark H. Sayers, age 45. 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 49. Mr. Crawley has served as a member of the Board
of Directors of the Corporation since March, 1995. He has served as 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.
James M. Montgomery, age 55. Mr. Montgomery has served as a member of the
Board of Directors of the Corporation since March, 1995. Since 1978, he has
served as President of Houze, Shourds, and Montgomery, Incorporated, a
management consulting firm located in Long Beach, California. Prior to 1978, Mr.
Montgomery held various managerial positions with Rohr Industries, Incorporated,
and Rockwell International.
Donald G. Drapkin, age 45. Mr. Drapkin has been Vice Chairman of McAndrews
& Forbes Holdings, Incorporated, from March, 1987, to present. From 1979 to
1987, Mr. Drapkin was a partner with the law firm of Skadden, Arps, Slate,
Meagher & Flom.
Ned P. DeWitt, age 55. Mr. DeWitt has served as President, Chief Executive
Officer, and a member of the Board of Directors of LBE Technologies,
Incorporated, in Saratoga, California, from November, 1994, to present. From
November, 1993, to August, 1994, he served as President of SEGA Enterprises
(USA) in Redwood City, California. Mr. DeWitt also served as President of the
Entertainment Group of Madison Square Garden from July, 1990, to August, 1991,
and as President of Source Service Group of Irving, Texas, from December, 1986,
to April, 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
$1,200 for each meeting of the Board of Directors and $1,000 for each Committee
meeting attended. David W. Brenner, Chairman of the Corporation's Board of
Directors receives an annual retainer of $60,000.
Audit Committee - The Audit Committee consists of five 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 three times in 1994. Members of the Committee are Shannon L.
Bybee, Chairman, Mark H. Sayers, A. Bruce Crawley, James M. Montgomery, and
David W. Brenner as an Ex-Officio member.
<PAGE> 5
Human Resources and Compensation Committee - The Human Resources and
Compensation Committee consists of five 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 five times in 1994. Members
of the Committee are David W. Brenner, Chairman, Mark H. Sayers, Shannon L.
Bybee, A. Bruce Crawley, and James M. Montgomery.
Finance Committee - The Finance Committee consists of three 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 three times during 1994. Members of the Finance
Committee are Mark H. Sayers, Chairman, Shannon L. Bybee, and David W. Brenner
as an Ex-Officio member.
Executive Committee - The Executive Committee, a committee of Claridge
Gaming Incorporated, consists of three Directors. It is the responsibility of
the Executive Committee to assist management in the evaluation of new gaming
projects. The Committee met once in 1994. Members of the Executive Committee are
David W. Brenner, Chairman, Mark H. Sayers, and Shannon L. Bybee.
Attendance at Meetings - During 1994, there were five regular meetings of
the Board of Directors and three telephonic meetings. All of the Directors
attended 100% of the meetings of the Board of Directors and any Committee of
which he or she was a member occurring in 1994.
ITEM B. APPROVAL OF AUDITORS
Subject to the approval of the shareholders, the Board of Directors of the
Corporation has appointed KPMG Peat Marwick LLP, independent certified public
accountants, to audit the annual consolidated financial statements of the
Corporation and its subsidiaries, New Claridge, and Claridge Gaming Incorporated
for 1995. The shareholders will be asked at the meeting to approve the
appointment. The firm of KPMG Peat Marwick LLP has audited the accounts of the
Corporation since 1983. A representative of KPMG Peat Marwick LLP will be
present at the meeting to make a statement, if such representative so desires,
and to respond to shareholders' questions.
<PAGE> 6
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 1994.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION OTHER ANNUAL AWARDS (1) OTHER
---------------------------- COMPENSATION RESTRICTED COMPENSATION
NAME AND POSITION YEAR SALARY BONUS (2) STOCK (3)
- ----------------- ---- ------ ----- --- ----- ---
<S> <C> <C> <C> <C> <C> <C>
Robert M. Renneisen 1994 $302,404 $ - $3,954 13,696 $ 42,061
Vice Chairman/Chief 1993 246,154 123,077 4,047 - -
Executive Officer of 1992 217,693 80,000 2,369 60,266 -
New Claridge
Albert T. Britton 1994 166,154 - 3,750 3,653 16,309
Executive Vice President/ 1993 150,000 45,000 3,375 - -
General Manager of 1992 126,548 30,878 2,531 - -
New Claridge
Raymond A. Spera 1994 161,731 6,500 3,750 3,653 16,309
Executive Vice President of 1993 150,000 50,000 3,375 - 9,519
Finance/Corporate Develop- 1992 124,625 30,409 2,492 32,873 -
ment of New Claridge
Peter F. Tiano 1994 147,692 - 3,668 3,653 35,490
Executive Vice President 1993 130,000 39,000 2,925 - 6,750
of Operations of 1992 123,558 30,148 1,890 32,873 -
New Claridge
John T. Arnold 1994 126,039 - 3,000 8,218 -
Vice President of 1993 116,816 12,382 2,624 - -
Casino Operations of 1992 112,174 13,685 2,244 - -
New Claridge
</TABLE>
- -----------------------
(1) Number of shares awarded 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.
(2) Amounts reported in this column were paid pursuant to the Retirement
Savings Plan of New Claridge described under "Management - Compensation
Plans."
(3) Amounts reported in this column for 1994 represent amounts accrued with
respect to the Corporation's future liability pursuant to the Corporation's
Supplemental Executive Retirement Plan. The amounts included in this column
for Mr. Spera and Mr. Tiano with respect to 1993 represent compensation
received for certain vacation time previously earned and accrued but not
taken. The amounts paid were determined at a discounted rate.
<PAGE> 7
New Claridge is a party to an employment agreement with Robert M. Renneisen
dated February 6, 1995, which is effective from January 1, 1994. The agreement
is for a term of three years and may be renewed and extended for consecutive
one-year renewal terms upon specific action by the Board of Directors. The
annual base salary under the agreement is $300,000. New Claridge's Board of
Directors may, from time to time, in their sole discretion, increase the base
annual salary. 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
125% of 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 February 6, 1995, and
effective from January 1, 1994. Each agreement is for a term of three years and
may be renewed and extended for consecutive one-year renewal terms upon specific
action by the Board of Directors. New Claridge's Board of Directors may, from
time to time, in their sole discretion, increase the base annual salary. The
annual base salaries for Messrs. Britton, Spera, and Tiano under the agreements
are $171,600, $166,400, and $166,400 respectively, payable in weekly
installments. In the event that any of Messrs. Britton, Spera, or Tiano is
terminated without cause (as defined), each is entitled to receive a termination
payment in an amount equal to 125% of current base annual salary.
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 50% of the
employee's contribution in 1994 and will contribute 50% in 1995. Employees
could contribute a maximum of 15% of their base salary but not in excess of
$9,240 for 1994 and may contribute up to $9,240 in 1995. 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.
<PAGE> 8
c. Incentive Compensation Plan. Under New Claridge's 1994 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, 1994, no bonuses were awarded
under this plan because New Claridge failed to achieve the financial
objectives for 1994.
Mr. Renneisen was eligible for an incentive bonus up to 50% of his
1994 salary. The incentive bonus is based on performance and is issued at
the sole discretion of the outside members of the Board of Directors of the
Corporation and New Claridge. For 1994, Mr. Renneisen was not awarded any
such bonus.
Mr. Spera was awarded a discretionary bonus for 1994 of $6,500.
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.
e. Supplemental Executive Retirement Plan. In February, 1995, New
Claridge adopted a Supplemental Executive Retirement Plan (the "SERP") to
provide extra and additional retirement income security benefits to certain
key management employees as an inducement for outstanding future services.
The SERP is an unfunded supplemental retirement plan. Participants under
the SERP are entitled to annual payments for a period of fifteen years
<PAGE> 9
commencing on the later of the Participant's termination from service with
New Claridge or his or her early retirement date (as defined in the SERP)
in an amount equal to the unit value assigned to that Participant times the
number of full years of service of the Participant after January 1, 1994.
The SERP provides for commencement of payments on an earlier date in the
event of the disability of Participant or death of the Participant (in
which case payments would be made to a survivor). In addition, the SERP
provides for forfeiture of benefits if a Participant fails to comply with
the noncompetition or nondisclosure provisions set forth in his or her
employment agreement with the Company or assumes a position within the
gaming industry in Atlantic City, New Jersey, voluntarily terminates his or
her employment before the completion of five years of service or is
terminated for cause (as defined in the SERP). The SERP also provides for
immediate payment of benefits in the event of a change of control (as
defined in the SERP) of New Claridge. The Participants in the SERP and the
value of their units and their designated early retirement ages are set
forth below:
Age Name of Participant Unit Value Early Retirement
--- ------------------- ---------- ----------------
48 Robert Renneisen $10,000 55
38 Albert Britton $ 6,000 55
38 Raymond Spera $ 6,000 55
59 Peter Tiano $ 6,000 63
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
1994. Robert Renneisen was Chief Executive Officer for 1994.
In February of each year, the Committee reviews the compensation of each
executive officer of the Corporation and New Claridge. 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 New Claridge
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 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 1994 on this
basis.
<PAGE> 10
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).
Similarly, no bonuses were paid under the incentive plan for 1994, because the
Corporation failed to achieve the business plan (which in part may be attributed
to bad weather during the winter of 1993-1994).
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.
The Committee made its decision regarding the 1994 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 $300,000, 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. Renneisen did not receive a bonus for 1994 because the
Corporation failed to achieve its business plan for 1994.
During 1994, the Committee awarded 73,963 shares of stock and 27 Equity
Units under the Corporation's Long-Term Management Incentive Plan (the "Plan")
to certain key management employees. These shares and units had been forfeited
by Mr. Bybee upon his resignation as Chief Executive Officer of the Corporation
in July, 1993. Key management employees of the Corporation also received awards
under the Plan in 1992. 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
<PAGE> 11
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.
As described above, certain key management employees of New Claridge were
awarded units under the SERP. The SERP is designed to provide an inducement for
those employees to provide outstanding future service. The SERP was established
in conjunction with entering into new employment agreements with the key
management employees who are Participants under the SERP. The new employment
agreements eliminate certain compensation benefits that were available to those
employees under the previously existing employment agreements upon their
voluntary termination of service.
The Corporation does not have a stock option plan.
David W. Brenner, Chairman
Mark H. Sayers
Shannon L. Bybee
A. Bruce Crawley
James M. Montgomery
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are David W. Brenner, Chairman,
Mark H. Sayers, Shannon L. Bybee, A. Bruce Crawley, and James M. Montgomery.
There is no insider participation on the Compensation Committee, except that
David W. Brenner is the Chairman of the Board of Directors of the Company, 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.
Unavailability of Comparative Information
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.
However, 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.
<PAGE> 12
VOTING
Shareholders of record on the books of the Corporation at 4:00 P.M. E.D.T.,
April 21, 1995, will be entitled to vote at the meeting. The Corporation had
outstanding on April 21, 1995, 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 named in this Proxy
Statement and FOR approval of the appointment of KPMG Peat Marwick LLP 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>
Robert M. Renneisen .................... President and Chief Executive Officer 73,962 1.50%
Albert T. Britton ...................... Executive Vice President/General Manager 36,526 .72%
Raymond A. Spera ....................... Executive Vice President of Finance and Corporate Development 36,526 .72%
Peter F. Tiano ......................... Executive Vice President of Operations 36,526 .72%
John T. Arnold ......................... Vice President of Casino Operations 8,218 .16%
Directors and Officers as a Group ......................................................................... 273,938 5.41%
</TABLE>
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.
--------------------------------
<PAGE> 13
Shareholder Proposals
Any shareholder proposal intended to be presented at the 1996 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, 1995, in order to be considered for
inclusion in the Corporation's proxy materials relating to that meeting.
--------------------------------
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
Frank A. Bellis, Jr.
Secretary
April 28, 1995
<PAGE> 14
- -------------------------------------------------------------------------------
PROXY PROXY
The Claridge Hotel and Casino Corporation
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders June 5, 1995
The undersigned hereby appoints David W. Brenner 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
5, 1995 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 nine candidates to the Board of Directors:
FOR WITHHOLD
David W. Brenner / / / /
Shannon L. Bybee / / / /
A. Bruce Crawley / / / /
Ned P. Dewitt* / / / /
Donald G. Drapkin* / / / /
James M. Montgomery / / / /
James W. O'Brien / / / /
Robert M. Renneisen / / / /
Mark H. Sayers / / / /
*Pending Casino Control Commission Approval
- -------------------------------------------------------------------------------
<PAGE> 15
- -------------------------------------------------------------------------------
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 1995.
FOR / / AGAINST / / ABSTAIN / /
------------------------------------------
(Signature of shareholder)
------------------------------------------
(Signature of joint owner, if any)
Date________________________________, 1995
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.
- ------------------------------------------------------------------------------
