<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
</TABLE>
THE SANDS REGENT
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] Fee not required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[LOGO OF THE SANDS REGENT]
345 NORTH ARLINGTON AVENUE
RENO, NEVADA 89501
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 3, 1997
------------------------
To Our Shareholders:
The Annual Meeting of Shareholders of The Sands Regent will be held at
10:00 a.m., on November 3, 1997, at the Sands Regency Hotel/Casino, 345 North
Arlington Avenue, Reno, Nevada, for the following purposes:
1. To elect two (2) directors each to serve for a three-year term.
2. To approve an amendment to the Company's Amended and Restated Stock
Option Plan for Executive and Key Employees of The Sands Regent.
3. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The Board of Directors has fixed the close of business on September 24,
1997, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the meeting and any adjournments thereof.
All shareholders are cordially invited to attend the meeting in person.
HOWEVER, WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE PROMPTLY SIGN, DATE AND MAIL
THE ENCLOSED PROXY CARD IN THE ENCLOSED RETURN ENVELOPE WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES. Returning your proxy card does not
deprive you of your right to attend the meeting and vote your shares in person.
By Order of the Board of Directors
PETE CLADIANOS III, Secretary
September 25, 1997
<PAGE> 3
[LOGO OF THE SANDS REGENT]
345 NORTH ARLINGTON AVENUE
RENO, NEVADA 89501
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 3, 1997
The accompanying Proxy is solicited by the Board of Directors of The Sands
Regent (the "Company") for use at the Annual Meeting of Shareholders to be held
at the Sands Regency Hotel/Casino, 345 North Arlington Avenue, Reno, Nevada, on
November 3, 1997 at 10:00 a.m. and at any and all adjournments or postponements
thereof. All shares represented by proxies will be voted in the manner
designated. If no designation is made on a proxy, it will be voted FOR the
election of the two nominees for election to the Board of Directors listed in
the proxy and for approval of the amendment to the Company's Amended and
Restated Stock Option Plan for Executives and Key Employees. THIS PROXY
STATEMENT AND THE ACCOMPANYING FORM OF PROXY ARE BEING MAILED TO THE
SHAREHOLDERS ON OR ABOUT OCTOBER 3, 1997.
Execution and delivery of the enclosed proxy will not affect the right of
any person to attend the meeting and vote in person. Any shareholder giving a
proxy has the power to revoke it at any time before it is voted by delivery of a
written instrument of revocation or a duly executed proxy bearing a later date
to the Secretary of The Sands Regent, 345 North Arlington Avenue, Reno, Nevada
89501. The presence of a shareholder at the meeting will not operate to revoke a
proxy, but the casting of a ballot by a shareholder who is present at the
meeting will revoke a proxy as to the matter on which the ballot is cast.
Votes cast by proxy or in person at the Annual Meeting will be counted by
persons appointed by the Company to act as election inspectors for the meeting.
The election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and for purposes of determining the outcome
of any matter submitted to the stockholders for a vote. Abstentions do not
constitute a vote "for" or "against" any matter.
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners or persons entitled to vote and the broker
or nominee does not have discretionary voting power on a particular matter) as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matter as to which the broker or nominee has physically indicated on the proxy
that it does not have discretionary authority to vote, those shares will be
treated as not present and not entitled to vote with respect to that matter
(even though those shares are considered entitled to vote for quorum purposes
and may be entitled to vote on other matters).
<PAGE> 4
Notwithstanding the above, for purposes of determining the outcome of any
matter as to which the broker or nominee who does not have discretion to vote
has delivered a proxy but has failed to physically indicate on the proxy the
lack of authority to vote, the shares will be treated as present and will be
voted in accordance with the instructions on the proxy card (i.e., as a vote FOR
the director nominees named herein and for the amendment to the Company's
Amended and Restated Stock Option Plan for Executives and Key Employees).
SOLICITATION EXPENSES
The cost of this solicitation will be borne by the Company. In addition to
the mails, the Company's officers, directors and other regular employees,
without additional compensation, may solicit Proxies personally or by other
appropriate means.
VOTING SECURITIES
Only shareholders of record at the close of business on September 24, 1997,
will be entitled to vote at the meeting. The outstanding voting securities of
the Company on that date were 4,498,722 shares of $0.05 par value Common Stock.
Each of the outstanding shares will be entitled to one vote.
PRINCIPAL SHAREHOLDERS
The following table sets forth as of September 24, 1997, all persons, other
than the nominees for director and continuing directors as set forth under
"Directors and Executive Officers" herein, known by the Company to own
"beneficially," as such term is defined in the Rules of the Securities and
Exchange Commission, more than 5% of the Company's outstanding shares of Common
Stock. Except to the extent indicated in the footnotes to the following table,
the person or entity listed has sole voting or dispositive power with respect to
the shares which are deemed beneficially owned by such person or entity.
<TABLE>
<CAPTION>
SHARES
NAME AND ADDRESS BENEFICIALLY PERCENT
OF BENEFICIAL OWNER OWNED OF CLASS
------------------------------------------------------ ------------ --------
<S> <C> <C>
Deborah Lundgren(1) 658,678 14.6%
c/o Doug Damon, CPA
5301 Longley Lane, Bldg. D-142
Reno, Nevada 89511
Dimensional Fund Advisors, Inc. 273,648(2) 6.1%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
FMR Corp. 286,072(3) 6.4%
82 Devonshire St.
Boston, Massachusetts 02109
Stephen Feinberg 382,800(4) 8.5%
450 Park Avenue, 28th Floor
New York, New York 10022
</TABLE>
- ---------------
(1) Ms. Lundgren is the daughter of Katherene Latham, Chairman of the Board of
Directors, and niece of Pete Cladianos, Jr., President and Chief Executive
Officer. Ms. Lundgren, Ms. Latham and Messrs. Cladianos, Jr. and Cladianos
III have entered into an agreement to sell all of the shares beneficially
owned by them to Desert Golden Sun, LLC; such agreement is subject to
certain conditions including approval of such purchase by the Nevada Gaming
Commission and the Mississippi Gaming Commission.
(2) Held with shared voting power as to 87,892 shares.
(3) Held without discretionary voting power.
(4) 96,600 shares are owned by Cerberus Partners, L.P., a Delaware limited
partnership; 140,800 shares are owned by Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas; and 18,300 shares are
owned by Ultra Cerberus Fund, Ltd., a corporation organized under the laws
of the Bahamas all over which Mr. Feinberg possesses sole voting and
dispositive power. 127,100 shares are owned by certain other private
investment funds for which Stephen Feinberg possesses dispositive power.
2
<PAGE> 5
DIRECTORS AND EXECUTIVE OFFICERS
The Company's Articles of Incorporation allow for not less than three nor
more than nine directors. The number of directors is currently set at seven
members as provided by the Company's Bylaws. In accordance with the Articles of
Incorporation, members of the Board of Directors have been divided into three
classes with approximately the same number of directors in each class. Each year
one class of Directors shall be elected to hold office until their respective
successors have been duly elected and qualified. All Directors elected shall
serve until their successors shall have been duly elected and qualified. The
nominees securing the highest number of votes, up to the number of directors
elected, will be elected as directors. All Proxies received by the Board of
Directors will be voted for the election, as directors, of the nominees listed
below if no direction to the contrary is given. In the event that any nominee is
unable or declines to serve, an event that is not anticipated, the Proxies will
be voted for the election of any nominee who may be designated by the Board of
Directors.
All of the Continuing Directors and the Director Nominees were elected by
the shareholders. Information regarding the nominees for election and the
Continuing Directors and executive officers, furnished in part by each such
person, appears below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NAMED NOMINEE.
DIRECTOR NOMINEES
<TABLE>
<CAPTION>
EXPIRATION SHARES PERCENT OF
DIRECTOR OF NEW TERM BENEFICIALLY COMMON
NAME(1) SINCE AS DIRECTOR OWNED(2) STOCK
- ------------------------------------------------ -------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Jon N. Bengtson(3) 8/84 2000 12,002 .3%
David R. Wood(4) 7/85 2000 104,406 2.3%
</TABLE>
CONTINUING DIRECTORS
<TABLE>
<CAPTION>
EXPIRATION SHARES PERCENT OF
DIRECTOR OF TERM BENEFICIALLY COMMON
NAME(1) SINCE AS DIRECTOR OWNED(2) STOCK
- ------------------------------------------------- -------- ----------- ------------- -----------
<S> <C> <C> <C> <C>
Pete Cladianos, Jr.(5)(6)(8) 8/84 1999 1,068,175 23.7%
Pete Cladianos III(5)(7)(8) 11/85 1999 18,909 .4%
Joseph G. Fanelli 11/89 1998 200 *
Katherene Latham(5)(8) 8/84 1999 323,860 7.2%
Weldon C. Upton 2/89 1998 424 *
All Officers and Directors
as a group (7 persons) 1,527,976 33.1%
</TABLE>
- ---------------
* Less than 1%
(1) The address of the Director Nominees and Continuing Directors is c/o The
Sands Regent, 345 North Arlington Avenue, Reno, Nevada 89501.
(2) Held directly and with sole voting and investment power unless otherwise
indicated.
(3) Includes 12,000 shares subject to options which are presently exercisable.
(4) Includes 96,000 shares subject to options which are presently exercisable.
(5) Pete Cladianos, Jr. and Katherene Latham are brother and sister. Pete
Cladianos III, Antonia Cladianos II and Leslie Cladianos are the son and
daughters of Pete Cladianos, Jr. and Allison Cladianos is the daughter of
Pete Cladianos III.
(6) Includes 366,286 shares in trusts for the benefit of Pete Cladianos III,
355,500 shares in trusts for the benefit of Antonia Cladianos II, 234,596
shares in trusts for the benefit of Leslie Cladianos and 13,565 shares in a
trust for the benefit of Allison Cladianos. Mr. Cladianos, as trustee for
such trusts, exercises sole voting and investment power.
(7) Includes 6,909 shares in a trust for the benefit of Bradley Cladianos, son
of Pete Cladianos III, and 12,000 shares subject to options which are
presently exercisable.
3
<PAGE> 6
(8) Ms. Latham and Messrs. Cladianos, Jr. and Cladianos III have entered into an
agreement to sell all of the shares beneficially owned by them to Desert
Golden Sun, LLC; such agreement is subject to certain conditions including
approval of such purchase by the Nevada Gaming Commission and the
Mississippi Gaming Commission.
DIRECTOR BIOGRAPHIES
JON N. BENGTSON (age 53) was appointed Executive Vice President and Chief
Operating Officer of the Company in January 1996 and has served as a Director
since August 1984. Mr. Bengtson has also served, since January 1996, as Chairman
of the Board of Directors of Radica Games, Limited. From June 1995 to January
1996, Mr. Bengtson held the positions of Executive Vice President, Chief
Operating Officer and a Director of Radica Games Limited. Prior to that, from
January 1994 to June 1995, Mr. Bengtson was Executive Vice President, Chief
Financial Officer and a Director of Radica Games Limited and served as President
and Chief Executive Officer of Radica USA since December 1994. Mr. Bengtson also
previously served as Executive Vice President of the Company from November 1991
to December 1994 and, prior to that, was Senior Vice President of the Company
from November 1985. From May 1984 to July 1985, Mr. Bengtson served as Vice
President -- Finance and Administration and Treasurer of the Company. From July
1985 to November 1985, Mr. Bengtson served as Executive Vice President and a
Director of Stride Micro, a computer hardware development/sales company. Prior
to May 1984, Mr. Bengtson served, for almost four years, in various corporate
officer capacities with International Game Technology and was a Director from
May 1981 to May 1984.
DAVID R. WOOD (age 45) has been Executive Vice President, Treasurer and
Chief Financial Officer of the Company since January 1996 and a Director since
joining the Company in 1985. From July 1985 to January 1996, Mr. Wood served as
Vice President -- Finance and Administration, Chief Financial Officer, and
Treasurer of the Company. Prior to joining the Company, Mr. Wood, a certified
public accountant, was in public accounting for over 9 years and was a partner
in a local Nevada based public accounting firm. Mr. Wood specialized in
hotel/casino accounting and auditing while in public accounting and is an
enrolled agent before the Nevada Gaming Authorities.
PETE CLADIANOS, JR. (age 67) has been President, Chief Executive Officer
and a Director of the Company since 1978. Mr. Cladianos has been involved in the
gaming and lodging industries in Reno for over 43 years.
PETE CLADIANOS III (age 38) became an Executive Vice President of the
Company in January 1996, Secretary in August 1984, and was elected as a Director
in November of 1985. From February 1987 to January 1996, Mr. Cladianos served as
Vice President of the Company and was Treasurer from 1983 to 1984. Mr. Cladianos
joined the Company in 1982 as an internal auditor, became outside property
manager in July 1983, and the cage and credit manager in September of 1984.
JOSEPH G. FANELLI (age 79) retired in January 1986 as Vice President of
Food and Beverage Operations of Harrah's Reno, Lake Tahoe and Atlantic City, a
position he held since 1971. From 1948 to 1971, Mr. Fanelli was the Corporate
Food and Beverage Director for Kahler Corporation of Rochester, Minnesota. In
such capacity, Mr. Fanelli managed the food and beverage operations for 13
hotel/resort properties located in three states.
KATHERENE LATHAM (age 66) has been Chairman of the Board of Directors of
the Company since August 1984. Ms. Latham also served as Executive Vice
President until November of 1991 and was Vice President of the Company in 1982
and from January to August of 1984, and has been a Director since 1978. From
1978 to 1984, Ms. Latham was Secretary of the Company. Ms. Latham has been
involved in the gaming and lodging industries in Reno for over 41 years.
WELDON C. UPTON (age 68) retired in May 1984 from the Nevada State Gaming
Control Board. Mr. Upton began his career with the Gaming Control Board in 1955
and held various positions in the Audit, Intelligence and Taxes and Licenses
Divisions, including Chief of the Audit Division.
4
<PAGE> 7
INFORMATION RELATING TO THE BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF THE BOARD
MEETINGS AND ATTENDANCE
The Board of Directors of the Company held four meetings during the fiscal
year ended June 30, 1997. Each incumbent Director (with the exception of Joseph
G. Fanelli) attended at least 75% of the aggregate number of meetings of the
Board of Directors and all committees on which each served during fiscal 1997 or
the portion of the year during which each served as Director.
COMMITTEES
The Board of Directors of the Company has, in addition to its Executive
Committee (whose present members are Pete Cladianos, Jr. and Katherene Latham),
which may exercise all powers of the Board of Directors to the extent permitted
by law, an Audit Committee, an Executive Compensation Committee and a Special
Stock Grant Committee. The Board does not have a nominating committee. The
general functions of such Board Committees, the identity of each committee
member and the number of committee meetings held by each committee during the
last fiscal year are set forth below.
Audit Committee. The Audit Committee meets with the Company's independent
auditors and makes recommendations to the Board of Directors concerning
acceptance of the reports of such auditors and reviews and make recommendations
to the Board concerning the accounting policies and procedures of the Company.
The current members of the Audit Committee are Messrs. Fanelli and Upton, both
outside Directors. There was one meeting held during fiscal 1997.
Executive Compensation Committee. The Executive Compensation Committee
determines the compensation of all principal officers other than the Chairman of
the Board of Directors, the President and the Executive Vice Presidents. The
Committee also administers the Company's stock option plan and the deferred
compensation plan for the Company Directors. The current members of the
Executive Compensation Committee are Pete Cladianos, Jr. and Katherene Latham.
There were no meetings held during fiscal 1997.
Special Stock Grant Committee. A Special Stock Grant Committee, whose sole
duty shall be to consider and grant stock options to officers, has been
appointed in order to comply with the requirements of Rule 16b-3 of the Security
Exchange Act of 1934, as amended. The members of such Committee shall be
non-employee directors within the meaning of the aforementioned Rule 16b-3 and
are presently Joseph G. Fanelli and Weldon C. Upton. There were no formal
meetings held during fiscal 1997.
COMPENSATION OF OUTSIDE DIRECTORS
The two outside Directors, who are not employees of the Company, are to
receive as compensation for services: (i) a $6,000 annual retainer; (ii) $500
for each Board of Directors meeting attended; (iii) $300 for each Board
committee meeting attended on the same date as a Board meeting; and (iv) $500
for each Board committee meeting attended on a date when there is no Board
meeting. In the fiscal year ended June 30, 1997, one outside Director earned
$8,300 and the other outside Director earned $7,800. Under the Company's
Deferred Compensation Plan for Directors, the outside Directors may elect to
defer the payment of the amounts due them as compensation for services. The
deferred amounts bear interest at 9% per annum and are payable, at the
Director's election, in a lump sum or in level monthly, semi-annual or annual
installments at the end of the deferral period. Directors who are officers or
employees of the Company do not receive compensation for their services as
Directors.
5
<PAGE> 8
COMPENSATION OF EXECUTIVE OFFICERS
COMPENSATION OF NAMED OFFICERS
The following table sets forth information concerning the compensation for
services in all capacities to the Company, for the fiscal years ended June 30,
1997, 1996 and 1995, of those persons who were, respectively, at June 30, 1997
(i) the Company's Chief Executive Officer and (ii) the other four most highly
compensated executive officers of the Company whose annual salary and bonus for
the fiscal year ended June 30, 1997 exceeded $100,000 (the "Named Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
NAME AND ----------------------------- OPTIONS GRANTED
PRINCIPAL POSITION YEAR SALARY BONUS (SHARES)(1)
------------------------------------------ ----- -------- ------- ---------------
<S> <C> <C> <C> <C>
Katherene Latham 1997 $ 99,167 -- --
Chairman of the Board of Directors 1996 100,000 -- --
1995 100,000 $57,716 --
Pete Cladianos, Jr. 1997 361,076 -- --
President and Chief Executive Officer 1996 364,110 -- --
1995 364,110 57,716 --
Jon N. Bengtson 1997 183,399 -- --
Executive Vice President and 1996 83,385 -- 60,000
Chief Operating Officer 1995 -- -- --
David R. Wood 1997 155,643 -- --
Executive Vice President, 1996 157,000 8,197 60,000
Treasurer and Chief Financial Officer 1995 155,729 21,233 --
Pete Cladianos III 1997 124,514 -- --
Executive Vice President and Secretary 1996 125,600 8,197 60,000
1995 124,582 21,233 --
</TABLE>
- ---------------
(1) The Company has not issued stock appreciation rights or restricted stock
awards.
STOCK OPTIONS GRANTED IN LAST FISCAL YEAR
During the year ended June 30, 1997, the Company did not grant any options
to purchase the Company's Common Stock to the Named Officers.
STOCK OPTIONS EXERCISED IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information with respect to the Named
Officers concerning the exercise of options during fiscal 1997 and, based upon
the fair market value of the Common Stock as of June 30, 1997, stock options
held as of the end of fiscal 1997.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR END: AT JUNE 30, 1997(1)
ACQUIRED ON VALUE ----------------------------- -----------------------------
NAME EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------- ------------ ------------ ------------ -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C>
Jon N. Bengtson........... -- -- 12,000 48,000 $ -- $ --
David R. Wood............. -- -- 84,000 60,000 -- --
Pete Cladianos III........ -- -- 12,000 48,000 -- --
</TABLE>
- ---------------
(1) Market value of the underlying securities at exercise date or year-end, as
the case may be, minus the exercise price of "in-the-money" options.
SEVERANCE ARRANGEMENT
The Company has entered into an agreement with Mr. Wood which provides that
if Mr. Wood's employment with the Company is terminated by the Company for any
reason other than for cause, disability or retirement (each, as defined) or by
Mr. Wood for good reason (as defined) within three years after a change in
control (as defined) of the Company, Mr. Wood shall be entitled to receive (a) a
lump sum
6
<PAGE> 9
payment equal to three times (x) the greater of (1) Mr. Wood's annual base
compensation for the 12-month period prior to the change in control or (2) Mr.
Wood's annual base compensation at the time of the termination and (y) any bonus
paid during the 12-month period immediately preceding the termination, and (b)
life, disability, accident and health insurance coverage substantially the same
as Mr. Wood received immediately prior to the change in control but increased to
the extent the such benefits were increased following the change in control for
36 months (or such lesser number of months up to the date of Mr. Wood's
retirement or the date on which Mr. Wood obtains a new job of similar status).
In addition, upon such a termination, all options held by Mr. Wood shall be
immediately exercisable and all restrictions on transfer, if any, on securities
then held by Mr. Wood shall lapse. In the event that any payment or benefit
received pursuant to the agreement with Mr. Wood would not be deductible (in
whole or part) by the Company as a result of the operation of Section 280G of
the Internal Revenue Code, the amount of any such payments or benefit shall be
reduced until no portion of the payment or benefit is not deductible as a result
of Section 280G.
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following Executive
Compensation Report and the Stock Price Performance Graph on Page 10 shall not
be incorporated by reference into any such filings.
EXECUTIVE COMPENSATION REPORT
The Executive Compensation Committee of the Board of Directors (the
"Committee"), whose present members are Pete Cladianos, Jr. and Katherene
Latham, is empowered, pursuant to the Company's By-laws, to determine the
compensation of all executive officers other than the Chairman of the Board, the
President and the Executive Vice Presidents. Such committee shall also
administer the Company's Amended and Restated Stock Option Plan for Executive
and Key Employees and the Company's Deferred Compensation Plan for Directors.
The Executive Compensation Committee may not grant stock options.
In order to comply with the requirements of Rule 16b-3 of the Security
Exchange Act of 1934, as amended, a Special Stock Grant Committee (the "Special
Committee") has been appointed whose sole duty shall be to consider and to grant
stock options to officers. Such Special Committee, whose present members are
Joseph G. Fanelli and Weldon C. Upton, shall be composed of non-employee
directors within the meaning of the aforementioned Rule 16b-3.
Compensation for the Chairman of the Board, the President and the Executive
Vice Presidents is reviewed and established, from time to time, by the Board of
Directors. It is a policy of the Board that such Executive Officers shall not
participate in any Board decision relative to such respective person's
compensation.
The Company's executive compensation policy and philosophy is multifaceted.
Such compensation program seeks to provide salaries that are competitive in the
marketplace and designed to attract and retain highly-qualified executives. In
addition, the program is designed to closely link certain compensation received
by individuals to the performance of the Company and, in certain instances, the
achievement of individual goals. Recognition is also given to an executive's
individual performance. The Company's executive compensation program
additionally establishes motivational incentives by providing the executive with
a financial interest in the success of the Company similar to the interests of
the Company's shareholders.
Consistent with the aforementioned policy and philosophy, the Company's
current compensation plan involves a combination of salary and bonuses to reward
short-term performance and grants of stock options to encourage and reward
longer-term performance. The key performance criterion in determining bonus
payments is the levels of income from operations attained by the Company.
Appropriate adjustments are considered, from time to time, to take into account
market conditions and other factors impacting the Company's performance. The
levels of supervisory or management responsibilities of the Company's executives
and individual performances are also given significant consideration.
7
<PAGE> 10
The Company's primary long-term incentive program consists of stock options
that are intended to encourage achievement of long-term goals and objectives
consistent with results that benefit stockholders. These objectives include, but
are not limited to, operating profitability, earnings per share growth, return
on invested capital and return on shareholders' equity. Such stock option grants
are intended to provide executives and key employees with increased motivation
and incentive to exert their best efforts on behalf of the Company by enlarging
their personal stake in its success through the opportunity to acquire an
increased stock ownership in the Company and to benefit from appreciation in the
value of the Company's stock. In making such awards, the Special Committee takes
into account such other factors as it deems appropriate to a determination of
the individual optionee's value to the Company and his potential contribution to
its long-term success. The practice of the Special Committee has been to issue
all stock options at exercise prices of not less than the market value of the
Company's Common Stock on the date of grant, thus insuring that any value
derived from such options will depend on subsequent increases in share value
realized by shareholders generally.
The Revenue Reconciliation Act of 1993, enacted August 10, 1993, amended
the Internal Revenue Code of 1986 and included a provision which denies a
deduction to any publicly held corporation for compensation paid to any "covered
employee" (which are defined as the Chief Executive Officer and the Company's
other four most highly compensated officers, as of the end of a taxable year) to
the extent that the compensation exceeds $1 million in any taxable year of the
corporation beginning after 1993. Compensation which is payable pursuant to
written binding agreements entered into before February 18, 1993 and
compensation which constitutes "performance based compensation" is excludable in
applying the $1 million limit. Although the present compensation paid to any
"covered employee" by the Company is presently less than the $1 million limit,
it is the Company's policy to qualify future compensation paid to its top
executives for deductibility under the new law in order to maximize the
Company's income tax deductions to the extent that so qualifying the
compensation is not inconsistent with the Company's fundamental compensation
policies.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
During the fiscal year ended June 30, 1997, the compensation of the
Company's Chief Executive Officer, Pete Cladianos, Jr., was a base salary of
$361,076 which has not increased in seven years.
<TABLE>
<CAPTION>
EXECUTIVE
COMPENSATION SPECIAL STOCK
COMMITTEE GRANT COMMITTEE BOARD OF DIRECTORS
- ------------------- ---------------- ---------------------
<S> <C> <C>
Katherene Latham Joseph G. Fanelli Katherene Latham
Pete Cladianos, Jr. Weldon C. Upton Pete Cladianos, Jr.
Joseph G. Fanelli
Weldon C. Upton
Pete Cladianos III
Jon N. Bengtson
David R. Wood
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors is responsible for the compensation policies of the
Company with respect to its current executive officers. All of the members of
the Board, except Messrs. Fanelli and Upton, are employees of the Company. No
member of the Board participates in the determination of his or her own
compensation.
8
<PAGE> 11
STOCK PRICE PERFORMANCE GRAPH
The following graph illustrates a comparison of the cumulative total
shareholder return of the Company's Common Stock during the previous five years
in comparison to the cumulative total return on the NASDAQ Stock Market-U.S.
Index and the Dow Jones Casinos index. The comparisons are required by the
Securities and Exchange Commission and are not intended to forecast or be
indicative of possible future performance of the Company's Common Stock.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG THE SANDS REGENT, THE NASDAQ STOCK MARKET -- US INDEX
AND THE DOW JONES CASINOS INDEX
<TABLE>
<CAPTION>
MEASUREMENT PERIOD THE SANDS RE- NASDAQ STOCK DOW JONES
(FISCAL YEAR COVERED) GENT MARKET - US CASINOS
<S> <C> <C> <C>
6/92 100 100 100
6/93 220 126 189
6/94 161 127 148
6/95 71 169 247
6/96 70 218 322
6/97 44 265 233
</TABLE>
- ---------------
* $100 invested on June 30, 1992 in stock or index including reinvestment of
dividends. Fiscal year ending June 30.
COMPLIANCE WITH SECURITIES LAWS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who own more than ten (10)
percent of a registered class of the Company's equity securities (collectively,
"Insiders"), to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission (the "Commission") and the
Nasdaq Stock Market. Insiders are required by regulation of the Commission to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of copies of such forms received by it with
respect to fiscal 1997, or written representations from certain reporting
persons, the Company believes that its Insiders complied with all Section 16(a)
filing requirements.
APPROVAL OF THE AMENDMENT TO THE AMENDED AND RESTATED STOCK OPTION PLAN FOR
EXECUTIVE AND KEY EMPLOYEES OF THE SANDS REGENT
On August 4, 1997, the Board of Directors of the Company (the "Board")
unanimously authorized an amendment (the "Amendment") to the Amended and
Restated Stock Option for Executives and Key Employees of the Sands Regent (the
"Stock Option Plan"). Subject to shareholder approval, the
9
<PAGE> 12
Amendment provides, among other things, for an increase in the number of shares
of Common Stock reserved for issuance under the Stock Option Plan from 500,000
to 800,000 and an extension of the period during which options may be granted
under the Stock Option Plan from September 16, 2002 to August 4, 2007.
The summary of the provisions of the Amendment, and Stock Option Plan,
which follows is not intended to be complete, and reference should be made to
the Amendment and the Stock Option Plan for complete statements of the terms and
provisions. The complete text of the Amendment is set forth in Appendix A to
this Proxy Statement. Due to its length, the Stock Option Plan is not included
with the Proxy Statement. To obtain a copy of the Stock Option Plan, send a
written request to the Company, 345 N. Arlington Avenue, Reno, Nevada 89501,
Attention: Investor Relations.
BACKGROUND AND GENERAL NATURE AND PURPOSE OF THE STOCK OPTION PLAN
The Company's Stock Option Plan was originally adopted by the Board and
approved by the Company's stockholders in January 1985. In 1990, the Plan was
amended by the Board of Directors to conform to certain changes in applicable
tax law and in certain further respects which did not materially increase the
benefits accruing thereunder. Neither such amendment required a vote of
shareholders. In 1992, the Board and Stockholders approved the Amended and
Restated Stock Option Plan for Executive and Key Employees which restated and
amended the Company's Stock Option Plan. This amendment to the Company's Stock
Option Plan increased the number of shares reserved for issuance thereunder from
300,000 to 500,000 and conformed the provisions of the plan to the requirements
of Rule 16b-3 adopted under the Securities Exchange Act of 1934, as amended.
The principal purpose of the Stock Option Plan is to attract and retain the
services of experienced and capable persons who can make significant
contributions to the further growth and success of the Company and its
affiliates. The Plan authorizes the Company to grant "Incentive" as well as
"Non-Qualified" options to purchase shares of its Common Stock to officers and
key employees of the Company and the Company's subsidiaries.
The shares available for issuance under the Stock Option Plan are shares of
the Company's $0.05 par value Common Stock. The Plan provides for appropriate
adjustment in the number and kind of shares for which options may be granted in
the event of a stock split, stock dividend, reorganization or other specified
changes in the capitalization of the Company. A maximum of 500,000 shares of the
Company's Common Stock are currently reserved for issuance under the Stock
Option Plan, and 800,000 shares will be reserved for issuance if the
shareholders approve the Amendment.
Shares issued pursuant to the Plan may be either previously authorized but
unissued shares or issued shares which have been reacquired by the Company. Any
unexercised and canceled or forfeited options may be reissued at a future date.
As of September 24, 1997, the Company's record date, options to purchase
667,680 shares of the Company's Common Stock had been granted under the Stock
Option Plan. Of these options to purchase 667,680 shares, 154,136 shares have
been issued and 179,544 have been canceled or terminated without exercise and
were again subject to additional options granted under the Stock Option Plan.
This leaves options to purchase 334,000 shares outstanding as of the record date
with options to purchase 11,864 shares of Common Stock remaining available for
future option grants under the Stock Option Plan.
The Stock Option Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended, and is not a qualified plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended. Proceeds
received by the Company from the sale of Common Stock pursuant to the Stock
Option Plan will be used for general corporate purposes.
DESCRIPTION OF AMENDMENT TO STOCK OPTION PLAN
The Amendment increases the number of shares of the Company's Common Stock
reserved for issuance under the Stock Option Plan from 500,000 shares to 800,000
shares and extends the period during which options may be granted under the
Stock Option Plan from September 16, 2002 to August 4, 2007. The Amendment also
deletes all reference to a Special Committee under the Stock Option Plan and
instead
10
<PAGE> 13
requires that all Option grants made to Officers be in compliance with Rule
16b-3 under the Securities Exchange Act of 1934. To be effective, the Amendment
must be approved by the shareholders.
The Stock Option Plan constitutes an important part of the Company's
compensation programs. In order to attract and retain the services of
experienced and capable persons who can make significant contributions to the
further growth and success of the Company, the Board believe that it is in the
best interest of the Company and its stockholders to approve the Amendment.
DESCRIPTION OF THE STOCK OPTION PLAN
Administration
The Stock Option Plan provides for the granting of options to officers and
key employees designated from time to time by a committee of directors (or a
"Special Committee" of disinterested directors, in the case of grants to
officers). The Executive Compensation Committee (the "Committee") of the Board
administers the Stock Option Plan, which includes interpreting the Stock Option
Plan and related options and adopting such rules for the administration,
interpretation and application of the Stock Option Plan as are consistent
therewith and interpreting, amending or revoking any such rules. The costs of
administering the Stock Option Plan are paid by the Company.
Eligibility and Participation
All officers and other key employees of the Company and the Company's
subsidiaries are eligible to receive options under the Stock Option Plan. As of
the record date, the outstanding options to purchase 334,000 shares had a
weighted average exercise price of $4.71 per share. As of such date, the
following groups held the following options:
<TABLE>
<CAPTION>
NUMBER OF WEIGHTED AVERAGE
GROUP SHARES EXERCISE PRICE
- ------------------------------- ---------------- ----------------
<S> <C> <C>
Officer Group 264,000 $ 5.03
Non-Officer Key Employee Group 70,000 $ 3.50
</TABLE>
As of September 25, 1997, the closing price of the Company's Common Stock
reported by the NASDAQ Stock Market was $2.13.
Options Under the Stock Option Plan
In General. The Committee shall determine which employees of the Company
and of the Company's subsidiaries are executives (officers) or key employees to
whom options under the Stock Option Plan may be granted. The Committee shall
determine the number of shares to be subject to any option grants and whether
the options are to be Incentive stock options or Non-Qualified stock options.
The Committee may impose certain conditions or restrictions on the grant of any
options deemed appropriate. As amended, unless approved by a subcommittee of
non-employee directors, the Committee may not grant options to officers or key
employees who are then Directors of the Company or Officers of the Company as
defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.
Exercise of Options. Options granted under the Stock Option Plan are
exercisable at such times and in such installments (which may be cumulative) as
the Committee shall provide in the terms of each stock option agreement. In
general, the options become exercisable in five cumulative installments of 20%
of the shares covered by the option per year for five years. In conformity with
the Stock Option Plan, the expiration date, maximum number of shares
purchasable, the conditions to exercise and the other provisions of the
individual stock option agreements are established by the Committee at the time
of grant. However, option terms may not exceed ten years and one day from the
date of grant. Except as the Committee may otherwise provide, no option may be
exercised in whole or in part during the first year after such option is
granted. No portion of an option which is unexercisable upon the termination of
employment shall thereafter become exercisable.
Option Price. The price of the shares subject to each option shall be set
by the Committee or Special Committee; provided, however, that the price per
share shall be not less than 100% of the fair market value of
11
<PAGE> 14
such shares on the date such option is granted. Further, in the case of an
Incentive stock option, the price per share shall not be less than 110% of the
fair market value of such shares on the date such option is granted in the case
of options granted to an individual then owning more than 10% of the total
combined voting power of all classes of stock of the Company or any subsidiary
of the Company. Upon exercise, the option price (and any applicable withholding
taxes) must be paid in full by check or in cash. The agreement or instrument
evidencing the grant of a stock option may contain such other terms, provisions
and conditions not inconsistent with the Stock Option Plan as the Committee or
the Special Committee may determine.
Expiration of Options. Each option shall expire on the date established by
the Committee. However, no incentive stock option may be exercised after ten
years from the date the option was granted (or five years in the case of an
individual owning more than 10% of the total combined voting power of stock of
the Company, any subsidiary or any parent corporation) or one year from the date
of the employee's termination of employment, except that if the option is
exercised after three months from the date of the termination by reason other
than death or permanent disability, the option will not be considered an
incentive stock option but rather will be taxed as non-qualified option. No
nonqualified option may be exercised after ten years and one day from the date
the option was granted.
Assignment. No option granted under the Plan may be assigned or transferred
by the holder of the option except upon death. During the lifetime of the holder
of the option, the option may be exercised only by such holder.
Stockholder Rights. Holders of options shall not have the rights and
privileges of a stockholder of the Company unless and until certificates
representing such shares have been issued by the Company to such holders.
Nontransferable
No option or interest or right therein or part thereof shall be subject to
or liable for the debts, contracts or engagements of the holder of the option or
his or her successors in interest or shall be subject to disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any other
means, whether such disposition be voluntary or involuntary or by operation of
law by judgment, levy, attachment, garnishment or any legal or equitable
proceedings (including bankruptcy), and any attempted disposition thereof shall
be null and void and of no effect; provided, however, that nothing in the Stock
Option Plan prevents transfers by will or by the applicable laws of descent and
distribution.
Amendment, Suspension or Termination of the Stock Option Plan
No option may currently be granted under the Stock Option Plan after
September 16, 2002 , and if the stockholders approve the Amendment, this period
will be extend to August 4, 2007. The Plan may be wholly or partially amended or
otherwise modified, suspended or terminated at any time or from time to time by
the Board. However, without the approval of the Company's stockholders given
within 12 months before or after the action of the Board or the Committee, no
action of the Committee or Board may, except to accommodate certain changes in
the Company's Common Stock, increase the maximum number of shares which may be
issued on exercise of options, modify the eligibility requirements, reduce the
minimum option price requirements or extend the limit on the period during which
options may be granted. Neither the amendment, suspension or termination of the
Stock Option Plan shall, without the consent of the holder of the option, alter
or impair any rights or obligations under an option theretofore granted. No
option may be granted during any period of suspension nor after termination of
the Stock Option Plan.
Merger, Consolidation, Acquisition, Liquidation or Dissolution
In its absolute discretion, on such terms as it deems appropriate, the
Committee may provide in the terms of any stock option agreement that such
option cannot be exercised after the merger or consolidation of the Company with
or into another corporation, the acquisition by another corporation of all or
substantially all of the Company's assets or 80% or more of the Company's then
outstanding voting stock or the liquidation or dissolution of the Company. The
Committee may also provide that, for some period of time prior to any such
event, such option shall be exercisable as to all shares covered thereby.
12
<PAGE> 15
Adjustments Upon Changes in Capitalization
In the event that the outstanding shares of the Company's Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company, or of another corporation, by reason of
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, stock dividend or combination of shares, appropriate adjustments may
be made by the Committee in the number and kind of shares for which options
shall be granted and/or exercised.
FEDERAL INCOME TAX CONSEQUENCES
An optionee generally will not recognize taxable income upon the grant of a
stock option, and neither gain nor loss will be recognized as a deduction by the
Company. Upon the exercise of a nonqualified stock option, the optionee will
recognize ordinary income in an amount equal to the difference between the
option price and the fair market value of the underlying shares on the date of
the exercise, and the Company generally will be entitled to a deduction for the
amount recognized as ordinary income by the optionee. Generally, an optionee
will not be deemed to have received taxable income upon the exercise of an
incentive stock option. Any gain realized upon a disposition of shares received
pursuant to the exercise of an incentive stock option will be taxed as a
long-term capital gain or loss, assuming the optionee holds the shares for at
least two years after the date of grant and for at least one year after the date
of exercise. If shares of Common Stock acquired upon the exercise of an
incentive stock option are disposed of prior to satisfaction of the holding
periods described above, the optionee will generally recognize ordinary income,
and the Company will be allowed to deduct an amount, equal to lesser of (i) the
excess of the market value of the shares at the date of exercise over the option
price or (ii) the excess of the amount realized upon disposition of the shares
over the option price. If an optionee pays the exercise price of any option by
delivery of shares of Common Stock, the exchange of shares generally will be
treated as a non-taxable transaction (provided, in the case of an incentive
stock option, that the shares delivered in payment are not shares acquired upon
exercise of an incentive stock option which has not satisfied the holding period
requirements discussed above).
VOTE AND RECOMMENDATION
The affirmative vote of a majority of the outstanding shares of the
Company's Common Stock present or represented at the meeting is required to
approve the Amendment. Properly executed, unrevoked Proxies will be voted FOR
this proposal unless a vote against this proposal or abstention is specifically
indicated in the Proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE STOCK OPTION PLAN
AMENDMENT.
13
<PAGE> 16
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as auditors of the Company for the year ended
June 30, 1997. The auditors will have a representative at the meeting who will
have an opportunity to make a statement and will be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Shareholder proposals intended to be presented at the next Annual Meeting
must be received by June 5, 1998. Proposals should be addressed to the attention
of Pete Cladianos III, Secretary of The Sands Regent, 345 North Arlington
Avenue, Reno, Nevada, 89501, and should be sent Certified Mail -- Return Receipt
Requested.
OTHER MATTERS
The management knows of no other matters other than those described above
which will be presented for action at the meeting. If any other matters properly
come before the meeting, or any adjournments, the people voting the management
proxies will vote them in accordance with their best judgment.
By Order of the Board of Directors
PETE CLADIANOS III, Secretary
14
<PAGE> 17
APPENDIX A
AMENDMENT TO THE
AMENDED AND RESTATED STOCK OPTION
PLAN FOR EXECUTIVE AND KEY EMPLOYEES
OF
THE SANDS REGENT
This Amendment to the Amended and Restated Stock Option Plan for Executive
and Key Employees of The Sands Regent (the "Amendment") is adopted by The Sands
Regent, a Nevada corporation (the "Company"), effective as of November 3, 1997,
subject to receipt of required shareholder approval.
RECITALS
A. The Amended and Restated Stock Option Stock Plan for Executive and Key
Employees of The Sands Regent (the "Restated Plan") was adopted by the Board of
Directors of the Company (the "Board") on September 16, 1992 and approved by the
shareholders of the Company on November 2, 1992.
B. On February 26, 1993, the Company effected a 100% stock dividend which,
pursuant to the terms of the Restated Plan, resulted in an increase in the
number of shares of the Company's Common Stock reserved for issuance under the
Restated Plan from 250,000 shares to 500,000 shares.
C. On August 4, 1997, the Restated Plan was amended by the Board, subject
to shareholder approval, to (i) increase the number of shares of the Company's
common stock reserved for issuance under the Restated Plan from 500,000 shares
to 800,000 shares, (ii) extend the expiration of the period during which options
to purchase Common Stock may be granted under the Restated Plan from September
16, 2002 to August 4, 2007 and (iii) delete all reference to "Special Committee"
and instead provide that all Option grants to Officers be in compliance with
Rule 16b-3 and related rules, as amended from time to time, promulgated under
the Securities Exchange Act of 1934, as amended.
AMENDMENTS
The Restated Plan is hereby amended as follows:
1. Section 1.12 of the Restated Plan is hereby amended to read in its
entirety as follows:
Section 1.13 -- Plan
The "Plan" shall mean this Amended and Restated Stock Option Plan
for Executive and Key Employees of The Sand Regent, as amended from time
to time.
2. Section 1.16 of the Restated Plan entitled "Special Committee" is
hereby deleted in its entirety.
3. Section 2.1 of the Restated Plan is hereby amended to read in its
entirety as follows:
Section 2.1 -- Shares Subject to Plan
The shares of stock subject to Options shall be shares of the
Company's common stock, par value $.05 per share (the "Common Stock").
The aggregate number of shares of Common Stock which have been or may be
issued upon exercise of Options shall not exceed 800,000.
4. Section 3.3(c) of the Restated Plan is hereby amended to read in
its entirety as follows:
Notwithstanding the foregoing, Options may not be granted to
executive or key Employees who are then Officers unless such grants
comply with the applicable requirements of Rule 16b-3 and related
applicable rules, as amended from time to time, promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended from time
to time.
5. The first sentence of Section 6.1 of the Restated Plan is hereby
amended to read in its entirety as follows:
The Stock Option Committee (or another committee or a subcommittee
of the Board assuming the functions of the Committee under this Plan)
shall consist solely of two (2) or more Directors, appointed by and
holding office at the pleasure of the Board.
A-1
<PAGE> 18
6. Section 6.4 of the Restated Plan entitled "Special Committee" is
hereby deleted in its entirety.
7. The last sentence of Section 7.2 of the Restated Plan is hereby
amended to read in it entirety as follows:
No Option may be granted during any period of suspension nor after
termination of the Plan, and in no event may any Option be granted under
this Plan after August 4, 2007.
I hereby certify that the foregoing Amendment to the Amended and Restated
Stock Option Plan for Executive and Key Employees of The Sands Regent was duly
adopted by the Board of Directors of the Company as of August 4, 1997.
Executed this day of , 1997.
--------------------------------------
Pete Cladianos III
Executive Vice President and Secretary
Corporate Seal
I hereby certify that the foregoing Amendment to the Amended and Restated
Stock Option Plan for Executive and Key Employees of The Sands Regent was duly
approved by the shareholders of the Company on November 3, 1997.
Executed this day of , 1997.
--------------------------------------
Pete Cladianos III
Executive Vice President and Secretary
A-2
<PAGE> 19
REVOCABLE PROXY
THE SANDS REGENT
ANNUAL MEETING OF SHAREHOLDERS -- NOVEMBER 3, 1997
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Pete Cladianos, Jr. and Katherene Latham, or
either of them, with full power of substitution, proxies of the undersigned to
vote all of the shares of capital stock of The Sands Regent that the
undersigned is entitled to vote at the Annual Meeting of Shareholders of The
Sands Regent, and at any adjournment thereof, upon the matters described in the
Proxy Statement, for the meeting to be held on November 3, 1997, as follows:
(Continued on the other side.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE> 20
Please mark
your vote as [X]
indicated in
this example
1. ELECTION OF DIRECTORS:
Nominees: John N. Bengtson and David R. Wood, each for a three (3) year term.
[ ] VOTE FOR all nominees listed above, [ ] VOTE WITHHELD
except vote withheld from the following from all nominees.
nominees (if any):
----------------------------------------------------------------------------
2. To approve an amendment to the Company's Amended and Restated Stock Option
Plan for Executive and Key Employees of The Sands Regent.
[ ] VOTE FOR [ ] VOTE AGAINST [ ] VOTE ABSTAIN
3. IN THEIR DISCRETION ON ANY OTHER MATTER THAT MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
I DO [ ] DO NOT [ ] PLAN TO ATTEND THE ANNUAL MEETING
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS GIVEN, WILL BE
VOTED FOR THE DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS, FOR ITEM (2)
AND FOR ITEM 3.
Please check your mailing address as shown on this Revocable Proxy. If it is
inaccurate, please correct your address in the space provided below.
PLEASE MARK, SIGN, DATE, AND RETURN
-------- THIS REVOCABLE PROXY PROMPTLY
| USING THE ENCLOSED ENVELOPE.
|
|
Signature(s)_______________________________________ Dated:_______________, 1997
(Please date this Revocable Proxy and sign exactly as your name appears on your
stock certificate. If signing as a fiduciary, please give your full title.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
