SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
SECURITIES EXCHANGE ACT OF 1943
For the transition period from __________to ___________
Commission file number 0-14897
Players International, Inc.
Nevada 95-4175832
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1300 Atlantic Ave., Suite 800 Atlantic City, NJ 08401
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (609) 449-7777
Former name, former address and former fiscal year, if changed
since last report.
Indicate by check whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the registrant's
classes of common stock was 29,187,480 shares at August 12, 1996.
PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
PAGE
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
June 30, 1996 and March 31, 1996 1
Condensed Consolidated Statements of
Operations for the Three Months Ended
June 30, 1996 and 1995 3
Condensed Consolidated Statements of
Cash Flows for the Three Months Ended
June 30, 1996 and 1995 4
Notes to Condensed Consolidated
Financial Statements 5
Item 2. Management's Discussion and Analysis
of Results of Operations and Financial
Condition 7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
ASSETS
June 30, 1996 March 31,1996
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 20,610 $ 18,786
Marketable securities, net 2,945 4,461
Accounts receivable, net of
allowance for doubtful accounts of
$280 at June 30, 1996 and $118 at
March 31, 1996 6,610 4,541
Notes receivable 768 3,062
Inventories 3,005 2,719
Deferred income tax 2,978 2,970
Prepaid expenses and other
current assets 2,806 5,044
Total current assets 39,722 41,583
PROPERTY AND EQUIPMENT, net of
accumulated depreciation and
amortization of $27,119 at June 30,
1996 and $23,078 at March 31, 1996 289,775 279,916
DEFERRED INCOME TAX - long-term 4,897 4,897
INTANGIBLES, net of accumulated
amortization of $2,013 at June 30,
1996 and $1,714 at March 31, 1996 36,966 37,126
INVESTMENT IN JOINT VENTURE 59,474 39,474
OTHER ASSETS 9,674 10,436
TOTAL ASSETS $ 440,508 $ 413,432
PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except par value)
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, 1996 March 31,1996
(Unaudited)
CURRENT LIABILITIES:
Accounts payable $ 7,643 $ 6,736
Accrued liabilities 26,299 32,432
Other liabilities 1,662 537
Total current liabilities 35,604 39,705
OTHER LONG-TERM LIABILITIES 27,079 27,100
LONG-TERM DEBT, net of current portion 179,500 153,000
STOCKHOLDERS' EQUITY:
Preferred stock, no par value,
Authorized--10,000,000 shares
Issued and outstanding--none
Common stock, $.005 par value,
Authorized--90,000,000 shares
Issued--29,859,580 at June 30,
1996 and March 31, 1996 149 149
Additional paid-in capital 123,670 123,719
Unrealized loss on marketable
securities, net of tax (16) (1)
Treasury stock, at cost; 672,100 (7,294) (7,294)
shares at June 30, 1996 and
March 31, 1996
Retained earnings 81,816 77,054
Total Stockholders' Equity 198,325 193,627
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 440,508 $ 413,432
PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except per share data)
(Unaudited)
For the Three Months
Ended June 30,
1996 1995
REVENUES:
Casino $ 72,252 $ 63,110
Food and beverage 3,705 1,668
Hotel 1,811 -
Other 1,843 834
79,611 65,612
COSTS AND EXPENSES:
Casino 31,455 24,399
Food and beverage 3,745 1,547
Hotel 827 -
Other gaming related expenses 23,593 14,496
Corporate administrative expenses 2,372 1,830
Pre-opening and gaming development
costs 1,411 5,758
Depreciation and amortization 4,636 3,477
68,039 51,507
Income before other income (expense)
and provision for income taxes 11,572 14,105
OTHER INCOME (EXPENSE):
Interest income 113 2,123
Other income (expense), net (15) 304
Interest expense (3,864) (3,388)
Income before provision for income
taxes 7,806 13,144
PROVISION FOR INCOME TAXES 3,044 5,126
NET INCOME $ 4,762 $ 8,018
EARNINGS PER COMMON AND COMMON
SHARE EQUIVALENT
Primary $ 0.15 $ 0.25
Fully Diluted 0.15 0.25
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
Primary 31,217,804 32,473,170
Fully Diluted 31,217,804 32,473,501
PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
For the Three Months
Ended June 30,
1996 1995
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,762 $ 8,018
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 4,636 3,477
Other 189 (547)
Changes in assets and liabilities:
Accounts and notes receivable 62 (1,631)
Inventories, prepaid expenses and
other current assets 1,878 (2,153)
Other assets 331 (7,248)
Accounts payable and accrued (7,732) (4,776)
liabilities
Other liabilities (263) 45
Income tax payable 3,356 (217)
Net cash provided by (used in) operating
activities 7,219 (5,032)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of property and equipment (13,314) (29,704)
Purchase of marketable securities - (117,277)
Proceeds from sale of marketable
securities 1,467 19,245
Investment in joint venture (20,000) -
Net cash used in investing activities (31,847) (127,736)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 26,500 150,000
Payments of long-term debt - (8,876)
Proceeds from exercise of stock options - 1,157
Other (48) (1)
Net cash provided by financing
activities 26,452 142,280
NET INCREASE IN CASH AND CASH
EQUIVALENTS 1,824 9,512
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 18,786 23,886
CASH AND CASH EQUIVALENTS AT END OF $ 20,610 $ 33,398
PERIOD
SUPPLEMENTAL CASH FLOW DISCLOSURE:
Interest paid $ 8,855 $ 187
Income taxes paid 4 5,350
Unrealized gain (loss) on marketable
securities, net of tax (23) 394
PLAYERS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 - Basis of Presentation
The accompanying unaudited condensed consolidated financial
statements have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and note disclosures normally included in annual
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to those rules and regulations. It is suggested that
these condensed consolidated financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Company's Form 10-K for the year ended March 31,
1996. In the opinion of management, all adjustments (which
include normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows of
all periods presented have been made.
The results of operations for the three month period ended
June 30, 1996, are not necessarily indicative of the operating
results for the full year.
Certain reclassifications have been made to the financial
statements as previously presented to conform to current
classifications.
Note 2 - Casino Revenues and Promotional Allowances
Casino revenues are the net of gaming wins less losses.
Revenues exclude the retail value of complimentary admissions,
food and beverage and other items furnished to customers, which
totaled approximately $6,900,000 and $3,941,000 for the three
months ended June 30, 1996 and 1995.
The estimated cost of providing such complimentary services
are included in casino costs and expenses through inter-
department allocations from the department granting the services
as follows (dollars in thousands):
For the Three Months
Ended June 30,
1996 1995
Food and beverage $ 5,726 $ 2,784
Hotel 274 -
Admissions and other 294 810
$ 6,294 $ 3,584
Note 3 - Pre-opening and Gaming Development Costs
All costs in connection with the identification and
development of new gaming jurisdictions and sites are being
expensed, except for the cost of property and equipment which is
capitalized.
Note 4 - Primary and Fully Diluted Shares
Per share amounts have been computed based on the weighted
average number of outstanding shares and common stock
equivalents, if dilutive, during each period. A summary of the
number of shares used in computing primary earnings per share
follows:
For the Three Months
Ended June 30,
1996 1995
Weighted average number of shares
outstanding 29,494,862 29,726,225
Dilutive effect of options and
warrants 1,722,942 2,746,945
Shares used in computing primary 31,217,804 32,473,170
earnings per share
The number of shares used in computing fully diluted
earnings per share is as follows:
For the Three Months
Ended June 30,
1996 1995
Weighted average number of shares
outstanding 29,494,862 29,726,225
Dilutive effect of options and
warrants 1,722,942 2,747,276
Shares used in computing fully 31,217,804 32,473,501
diluted earnings per share
Note 5 - Long-Term Debt
On August 25, 1995, the Company entered into a $120,000,000
reducing revolving credit agreement (the "Credit Line") with a
consortium of banks. As of June 30, 1996, there was $29,500,000
outstanding under the Credit Line. Under the Credit Line
financial covenant ratios, the Company has $38,300,000 of
borrowing capacity as of August 9, 1996.
Note 6 - Stockholders' Equity
During the quarter ended June 30, 1996, 100,000 put options
sold by the Company on its shares with strike prices ranging
from $11.00 to $11.50 per share were exercised. The Company
elected to settle these exercises in cash. The net effect of
these exercises reduced cash and stockholders' equity by
$49,000.
Note 7 - Contingencies
In 1996, Louisiana enacted legislation providing for local
(parish-wide) option elections in November 1996 which will give
the voters the opportunity to decide whether to continue gaming
in their parishes. If a majority of the voters elect to prohibit
riverboat gaming activities in Calcasieu Parish, the Company
would be allowed to continue gaming at its Louisiana facilities
until the expiration of its gaming licenses in August and
December of 1998. At June 30, 1996, the Company had
approximately $213,300,000 invested in Louisiana and generated
approximately $47,300,000 in net gaming revenues during the first
quarter of fiscal 1997.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Comparison of Operating Results for the Three Month Periods ended
June 30, 1996 and 1995
The Company is a developer and operator of gaming, resort
and entertainment facilities. These include a riverboat casino
in Metropolis, Illinois, two riverboat casinos in Lake Charles,
Louisiana and a land based casino resort in Mesquite, Nevada,
which opened on June 29, 1995. The Company also operates a
thoroughbred racetrack in Paducah, Kentucky and, through a joint
venture, is co-developing a riverboat casino entertainment
complex in Maryland Heights, Missouri. The Company's fiscal year
ends on March 31. References to the first quarter of 1997 or
1996, mean the three month periods ended June 30, 1996 and June
30, 1995, respectively.
Results of Operations
Financial Highlights
% Increase
Three months ended June 30 1996 1995 (Decrease)
(Dollars in thousands,
except per share amounts)
Casino Revenues
Metropolis $19,152 $19,596 (2.3)%
Lake Charles 47,348 43,448 9.0%
Mesquite 5,752 66 n.m.
$72,252 $63,110 14.5%
Total Revenues
Metropolis $19,924 $20,492 (2.8)%
Lake Charles 49,827 44,609 11.7%
Mesquite 9,540 151 n.m.
Other 320 360 (11.1)%
$79,611 $65,612 21.3%
Operating Income
Metropolis $ 5,735 $ 7,216 (20.5)%
Lake Charles 11,430 14,790 (22.7)%
Mesquite (1,348) (58) n.m.
Corporate, Development and Pre-
opening expenses (4,245) (7,843) 45.8%
$11,572 $14,105 (18.0)%
Operating Margin (operating
income/total revenues)
Metropolis 28.8% 35.2% (6.4)pts
Lake Charles 22.9% 33.2% (10.3)pts
Mesquite Neg. Neg. n.m.
Consolidated 14.5% 21.5% (7.0)pts
Depreciation and amortization 4,636 3,477 33.3%
Interest expense, net
3,751 1,265 196.5%
Net income $ 4,762 $ 8,018 (40.6)%
Net income per share $ 0.15 $ 0.25 (40.0)%
n.m. - not meaningful
neg. - negative
The 21.3% increase in revenues during the 1997 first quarter
versus the 1996 first quarter, resulted from the opening of
Players Island Resort in Mesquite and the addition of gaming,
dining, entertainment and parking capacity in Lake Charles.
Players Island Resort in Mesquite is a 500 room resort
hotel, with a 40,000 square foot casino and a wide variety of
dining, entertainment, sports and spa facilities. It opened on
June 29, 1995, thus having negligible impact on operations for
the first quarter of 1996. An 18-hole championship golf course
is presently under construction, with an expected opening in
October 1996.
In Lake Charles, the Company added the Star riverboat on
April 27, 1995, doubling the then-existing gaming space. In
October 1995, Players II was replaced with the larger Players III
riverboat. In December 1995, a 540 space patron parking garage
opened and, in February 1996, a 60,000 square foot floating
entertainment "island" added significant dining and entertainment
offerings.
In anticipation of the December 1995 opening of a competing
riverboat casino in Evansville, Indiana, the original Metropolis
Players I riverboat was replaced with the larger Players II
riverboat in November 1995. In May 1996, a 200 space riverfront
parking facility opened. The increased competitiveness of the
improved facility limited the impact of the new competition on
Metropolis' revenues.
Overall operating income decreased 18.0%. The Company
invested in additional gaming, entertainment and logistical
capacity in Metropolis and Lake Charles in order to meet the
demands of new competition. This resulted in increased staffing
costs as well as increases in other operating expenses at both
facilities. Simultaneously, to maintain or increase market
share, the level of expenditure for advertising, marketing,
promotions and entertainment was also increased at all
properties. In Lake Charles, the per passenger tax paid to local
governments was increased by $.50 in August 1995, while
admissions charges in both Lake Charles and Metropolis and all
parking fees in Lake Charles were eliminated. The operating loss
in Mesquite reflects the less than anticipated growth in gaming
volume despite very favorable guest response to the resort and
spa facilities. Hotel occupancy in Mesquite was 84.5% for the
first quarter of 1997.
The Mesquite property opened on June 29, 1995, and the Lake
Charles Star opened on April 27, 1995. As a result, pre-opening
expenses in the first quarter of 1996 were approximately $3.8
million higher than the first quarter of 1997.
Depreciation and amortization expense increased primarily as
a result of the opening of Players Island Resort in Mesquite and
the additional Lake Charles facilities as well as the operation
of the Lake Charles Star for the full 1997 quarter compared to
two months in the 1996 quarter. The increase was offset by a
change in the estimated useful lives of certain depreciable
assets and intangibles, effective October 1, 1995.
In 1996, Louisiana enacted legislation providing for local
(parish-wide) option elections in November 1996 which will give
the voters the opportunity to decide whether to continue gaming
in their parishes. If a majority of the voters elect to prohibit
riverboat gaming activities in Calcasieu Parish, the Company
would be allowed to continue gaming at its Louisiana facilities
until the expiration of its gaming licenses in August and
December of 1998. At June 30, 1996, the Company had
approximately $213.3 million invested in Louisiana and generated
approximately $47.3 million in net gaming revenues during the
first quarter of fiscal 1997.
Other Factors Affecting Net Income
Net interest expense increased by $2.5 million for the three
months ended June 30, 1996, versus the same period in the prior
year. Interest cost reflects the $150 million, 10-7/8% Senior
Notes issued in April 1995, borrowings under a $120 million
revolving bank credit facility entered into in August 1995
(totaling $29.5 million as of June 30, 1996) and imputed interest
associated with the August 1995 acquisition of the Downtowner
Hotel in Lake Charles. Capitalized interest increased by
approximately $1.0 million in the first quarter of 1997, to $1.2
million, due to the ongoing investment in the Maryland Heights
project and the development of the Mesquite golf course.
Interest income decreased by $2.0 million, as a result of the
decrease in investable funds resulting from capital expenditures
in Lake Charles, Maryland Heights and Mesquite.
Capital Resources, Capital Spending and Liquidity
During the first quarter of 1997, cash flow from operations
and $26.5 million in borrowings from the Company's $120 million
revolving bank credit facility were the sources of funds for
capital expenditures, investment in joint venture, debt service
and other corporate requirements. During the comparable period
in 1996, the primary source of funds for such purposes was the
proceeds from the April 1995 issuance of $150 million of 10-7/8%
Senior Notes.
Operating activities provided $7.2 million in cash in the
first quarter of 1997, while using $5.0 million in the first
quarter of 1996. The increase is primarily attributable to the
issuance costs associated with the Senior Notes in the 1996 first
quarter, and a timing change in the payment of quarterly Federal
income taxes in the 1997 first quarter.
Capital expenditures during the 1997 first quarter totaled
$13.3 million, primarily for the ongoing development of the golf
course in Mesquite and maintenance capital spending at the
Company's three major operating facilities. Capital expenditures
do not include a $20.0 million investment during this quarter in
the unconsolidated joint venture which is constructing the casino-
entertainment facility in Maryland Heights.
Capital expenditures during the 1996 first quarter totaled
$29.7 million, which consisted principally of construction costs
for Players Island Resort in Mesquite and the addition of the
Lake Charles Star.
The Company has never declared or paid cash dividends on its
Common Stock. Under the terms of the revolving bank credit
facility, the Company cannot pay cash dividends to the holders of
the Common Stock. The Company presently intends to retain
earnings to finance the operation and expansion of its business.
The Company's portion of the Maryland Heights project is
expected to cost approximately $143 million, excluding
capitalized interest. As of June 30, 1996, the Company had
funded approximately $64.6 million of this amount. The project
is expected to open in early 1997, subject to the receipt of all
necessary gaming approvals. Management believes that existing
cash balances, anticipated cash flow from operations and amounts
available under its bank credit facility will be sufficient to
complete the Maryland Heights project and the Mesquite golf
course. The credit agreement contains certain financial
covenants requiring the Company to maintain a specified tangible
net worth and to meet certain financial ratios. The credit
agreement also contains covenants that restrict the ability of
the Company to incur additional debt, make significant capital
expenditures or commit funds to new business ventures. As of
August 9, 1996, the Company has $38.3 million of borrowing
capacity with $24 million of borrowings outstanding under the
bank credit agreement. Should other developmental projects be
undertaken by the Company it is probable that additional
financing would be required.
Forward-Looking Information
Certain information included in this Quarterly Report on
Form 10-Q contains, and other materials filed or to be filed by
the Company with the Securities and Exchange Commission (as well
as information included in oral statements or other written
statements made or to be made by the Company) contain or will
contain or include, forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as
amended. Such forward-looking statements address, among other
things, the effects of competition, plans for projects currently
under development, plans for future expansion and property
enhancements, business development activities, capital
expenditure programs and requirements, financing sources and the
effects of regulation (including gaming licensure and regulation,
state and local regulation and tax regulation). Such forward-
looking information is based upon management's current plans or
expectations and is subject to a number of uncertainties and
risks that could significantly affect current plans, anticipated
actions and the Company's future financial condition and results.
As a consequence, current plans, anticipated actions and future
financial condition and results may differ from those expressed
in any forward-looking statements made by or on behalf of the
Company. These uncertainties and risks include, but are not
limited to, those relating to conducting operations in an
increasingly competitive environment, conducting operations at a
newly or recently developed site or in a jurisdiction for which
gaming has recently been permitted, changes in gaming, state and
local laws and regulations (including local referenda to
terminate the authority to conduct gaming operations),
development and construction activities, leverage and debt
service requirements (including sensitivity to fluctuation in
interest rates), general economic conditions, changes in federal
or state tax laws, action taken under applications for licenses
(including renewals) and approvals under applicable laws and
regulations (including gaming laws and regulations) and the
legalization of gaming in certain jurisdictions.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company has the following developments to report
concerning outstanding legal matters previously reported:
Transam, Ltd. d/b/a/ Two Bunch Palms Resort & Spa v. Players
International, Inc., et al.
On or about November 21, 1995, Transam, Ltd., a Delaware
Corporation, d/b/a/ Two Bunch Palms Resort & Spa ("Two Bunch
Palms") filed an action in the United States District Court,
Central District of California, against the Company, a subsidiary
of the Company, certain principals of the Company, and certain
other defendants alleging various causes of action arising out of
an agreement for services entered into by the Company with Gerald
Greenbach and Creative Hospitality Management. Mr. Greenbach, at
the time the Agreement was executed by the Company, was an
executive of Two Bunch Palms. Mr. Greenbach both individually
and through Creative Hospitality Management agreed to provide the
Company with a variety of consulting services with respect to the
operation and marketing of the Company's spa facilities at
Players Island Resort in Mesquite, Nevada. Two Bunch Palms
alleges that the Company and/or Mr. Greenbach and Creative
Hospitality Management engaged in copyright infringement, trade
dress infringement, unfair competition, false advertising,
misappropriation of trade secrets, unfair competition as well as
certain related allegations with respect to the services provided
by Mr. Greenbach and Creative Hospitality Management to the
Company. The Company has denied all of these allegations and
intends to continue to defend this matter vigorously.
Poulos and Ahern Litigation
The Company, certain suppliers and distributors of video
poker and electronic slot machines and over forty other casino
operators have been named as defendants in a class action suit
filed April 26, 1994 in the United States District Court, Middle
District of Florida, by William Ahern and William H. Poulos. The
plaintiffs allege common law fraud and deceit, mail fraud, wire
fraud and Racketeer Influenced and Corrupt Organizations Act
violations in the marketing and operation of video poker games
and electronic slot machines. The suit seeks unspecified damages
and recovery of attorney's fees and costs. On December 9, 1994,
an Order was entered by the District Court in Florida
transferring the consolidated action to the United States
District Court for the District of Nevada. The defendants filed
various motions seeking dismissal of the action. On April 17,
1996, the Court dismissed plaintiffs' Complaint without prejudice
for failure to plead their claims with specificity and dismissed
defendants' remaining substantive motions as moot. The Court
permitted plaintiffs until May 31, 1996 to file an Amended
Complaint, within which time an Amended Complaint was filed. The
Company refiled its substantive motions for dismissal of the
Amended Complaint, which motions are currently pending. The
Company believes that the claims are wholly without merit and
does not expect that the lawsuit will have a material adverse
effect on the Company's financial position or results of
operations.
Schreier v. Players International, Inc., et al.
On or about October 27, 1995 the Company was served with a
purported class action in the United States District Court for
the District of Nevada which is essentially identical to the
Poulos and Ahearn litigation, except for certain variations in
the definition of the purported class. The Company has filed
motions to dismiss the Complaint, which are substantively similar
to those filed in the Poulos and Ahearn matter.
Hyland vs. Players International, Inc., et al
This purported class action was filed on May 5, 1995 in the
United State District Court, District of New Jersey seeking
damages for violation of the Sherman Anti-Trust Act, the Federal
Fair Credit Reporting Act and various State law causes of action
arising out of an alleged conspiracy on the part of the casino
industry to prohibit card counters from playing blackjack. The
Compliant named 88 defendants consisting of virtually every
casino operating in the North America continent. On October 25,
1995, the Company successfully obtained a voluntary dismissal
without prejudice of the plaintiff's Complaint on the grounds
that the plaintiff had failed to name the proper corporate
entities. On May 30, 1996, the Company granted defendants'
motion to dismiss plaintiff's Complaint with prejudice. The
Plaintiff failed to appeal this ruling within the appropriate
time frame and the dismissal of the Plaintiff's complaint is
final.
Item 6. Exhibits and Reports on Form 8-K
Exhibits Filed with this Form 10-Q
Exhibit No. Exhibit Description
3.2 By-laws, as amended, of Players International, Inc.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Ernst & Young LLP
27.0 Financial Data Schedule
Reports on Form 8-K Filed During Quarter
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
PLAYERS INTERNATIONAL, INC.
Date: August 12, 1996 By: /s/ Henry M. Applegate
Henry M. Applegate, Senior Vice President,
Chief Financial Officer and Chief Accounting
Officer
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<PERIOD-END> JUN-30-1996
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<ALLOWANCES> 280
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0
0
<OTHER-SE> 198176
<TOTAL-LIABILITY-AND-EQUITY> 440508
<SALES> 0
<TOTAL-REVENUES> 79611
<CGS> 0
<TOTAL-COSTS> 36027
<OTHER-EXPENSES> 32012
<LOSS-PROVISION> 0
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BY-LAWS, AS AMENDED
OF
PLAYERS INTERNATIONAL, INC.
ARTICLE I - OFFICES
The principal executive office of the Corporation shall be
located at 1300 Atlantic Avenue, Suite 800, Atlantic City, NJ
08401 and it may be changed from time to time by the Board of
Directors. The Corporation may also maintain offices at such
other places within or without the United States as the Board of
Directors may, from time to time, determine.
ARTICLE II - MEETING OF THE STOCKHOLDERS
Section 1 - Annual Meetings:
The annual meeting of the stockholders of the Corporation
shall be held within six (6) months after the close of the fiscal
year of the Corporation or at such later date as may be
determined by the Board of Directors, for the purposes of
electing directors and transacting such other business as may
properly come before the meeting.
Section 2 - Special Meetings:
Special meetings of the stockholders may be called at any
time by the Board of Directors or by the President, and shall be
called by the President or the Secretary at the written request
of the holder of twenty-five percent (25%) of the shares then
outstanding and entitled to vote thereat, or as otherwise
required by law.
Section 3 - Place of Meetings:
All meetings of stockholders shall be held at the principal
office of the Corporation, or at such other places as shall be
designated in the notices or waivers of notice of such meetings.
Section 4 - Notice of Meetings:
(a) Except as otherwise provided by statute, written notice
of each meeting of stockholders, whether annual or special,
stating the time when and place where it is to be held, shall be
served either personally or by mail, not less than ten or more
than sixty (60) days before the meeting, upon each stockholder of
record entitled to vote at such meeting, and to any other
stockholder to whom the giving of notice may be required by law.
Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called, and shall indicate that
it is being issued by, or at the direction of, the person or
persons calling the meeting. If, at any meeting, action is
proposed to be taken that would, if taken, entitle stockholders
to receive payment for their share pursuant to statute, the
notice of such meeting shall include a statement of that purpose
and to that effect. If mailed, such notice shall be directed to
each such stockholder at his address, as it appears on the
records of the stockholders of the Corporation, unless he shall
have previously filed with the Secretary of the corporation a
written request that notices intended for him be mailed to the
address designated in such request
(b) Notice of any meeting need not be given to any person
who may become a stockholder of record after the mailing of such
notice and prior to the meeting, or to any stockholder who
attends such meeting, in person or by proxy, or to any
stockholder who, in person or by proxy, submits a signed waiver
of notice either before or after such meeting. Notice of any
adjourned meeting of stockholders need not be given, unless
otherwise required by statute.
Section 5 - Quorum:
(a) Except as otherwise provided herein, or by statute, or
in the Certificate of Incorporation (such certificate and any
amendments thereof being hereinafter collectively referred to as
the "Certificate of Incorporation"), at all meetings of
stockholders of the Corporation, the presence at the commencement
of such meetings in person or by proxy of stockholders holding of
record 51% of the total number of shares of the Corporation then
issued and outstanding and entitled to vote, shall be necessary
and sufficient to constitute a quorum for the transaction of any
business. The withdrawal of any stockholder after the
commencement of a meeting shall have no effect on the existence
of a quorum, after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or
special meeting of stockholders, the stockholders, by a majority
of the votes cast by the holders of shares entitled to vote
thereat, may adjourn the meeting. At any such adjourned meeting
at which a quorum is present, any business may be transacted at
the meeting as originally called is a quorum had been present.
Section 6 - Voting:
(a) Except as otherwise provided by statute or by the
Certificate of Incorporation, any corporate action, other than
the election of directors, to be taken by vote of the
stockholders, shall be authorized by a majority of votes cast at
a meeting of stockholders by the holders of shares entitled to
vote thereat.
(b) Except as otherwise provided by statute or by the
Certificate of Incorporation, at each meeting of stockholders,
each holder or record of stock of the corporation entitled to
vote thereat, shall be entitled to one vote for each share of
stock registered in his name on the books of the Corporation.
(c) Each stockholder entitled to vote or to express consent
or dissent without a meeting, may do so by proxy; provided,
however, that the instrument authorizing such proxy to act shall
have been executed in writing by the stockholder himself, or by
his attorney-in-fact thereunto duly authorized in writing. No
proxy shall be valid after the expiration of eleven (11) months
from the date of its execution, unless the person executing it
shall have specified therein the length of time it is to continue
in force. Such instrument shall be exhibited to the Secretary at
the meeting and shall be filed with the minutes of the meeting.
(d) Any action, except election of directors, which may be
taken by a vote of stockholders at a meeting, may be taken
without a meeting if authorized by a written consent of
shareholders holding at least a majority of the voting power;
provided that if a greater proportion of voting power is required
by such action at such meeting, then such greater proportion of
written consents shall be required.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Election and Term of Office:
(a) The number of the directors of the Corporation shall be
not less than 1 not more than 9, unless and until otherwise
determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three
(3), unless all of the outstanding shares of stock are owned
beneficially and of record by less than three (3) stockholders,
in which event the number of directors shall not be less than the
number of stockholders or the minimum permitted by statute.
(b) Except as may otherwise be provided herein or in the
Certificate of Incorporation the members of the Board of
Directors of the Corporation, who need not be stockholders, shall
be elected by a majority of the votes cast at a meeting of
stockholders, by the holders of shares of stock present in person
or by proxy, entitled to vote in the election. There shall be no
cumulative voting with respect to the election of the members of
the Board of Directors.
(c) Each director shall hold office until the annual
meeting of the stockholders next succeeding his election, and
until his successor is elected and qualified, or until his prior
death, resignation, or removal.
Section 2 - Duties and Powers:
The Board of Directors shall be responsible for the control
and management of the affairs, property and interests of the
Corporation and may exercise all powers of the Corporation,
except as are in the Certificate of incorporation or by statute
expressly conferred upon or reserved to the stockholders.
Section 3 - Annual and Regular Meetings; Notice:
(a) A regular annual meeting of the board of Directors
shall be held immediately following the annual meeting of the
stockholders, at the place of such annual meeting of
stockholders.
(b) The Board of Directors, from time to time, may provide
by resolution for the holding of other regular meetings of the
Board of Directors, and may fix the time and place thereof.
(c) Notice of any regular meeting of the Board of Directors
shall not be required to be given and, if given, need not specify
the purpose of the meeting; provided, however, that in case the
Board of Directors shall fix or change the time or place of any
regular meeting, notice of such action shall be given to each
director who shall not have been present at the meeting at which
such change was made within the time limited, and in the manner
set forth in Paragraph (b) Section (4) of this Article III, with
respect to special meetings, unless such notice shall be waived
in the manner set forth in Paragraph (c) of such Section 4.
Section 4 - Special Meeting; Notice:
(a) Special meetings of the Board of Directors shall be
held whenever called by the President or by one of the directors,
at such time and place as may be specified in the respective
notices or waivers of notice thereof.
(b) Except as otherwise required by statute, notice of a
special meeting shall be mailed directly to each director,
addressed to him at his residence or usual place of business, at
least four (4) days before the day on which the meeting is to be
held, or shall be sent to him at such place by facsimile
transmission telegram, radio, or cable, or shall be delivered to
him personally or given to him orally, not later than the day
before the day on which the meeting is to be held. A notice, or
waiver of notice except as required by Section 8 of this Article
III, need not specify the purpose of the meeting.
(c) Notice of any special meeting shall not be required to
be given to any director who shall attend such meeting without
protesting prior thereto or at its commencement, the lack of
notice to him or who submits a signed waiver of notice, whether
before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5 - Chairman:
At all meetings of the Board of Directors, the Chairman of
the Board, if any and if present, shall preside. If there shall
be no Chairman, or he shall be absent, then the Vice Chairman
shall preside, and in his absence, a Chairman chosen by the
directors shall preside.
Section 6 - Quorum and Adjournments:
(a) At all meetings of the Board of Directors, the presence
of a majority of the entire Board shall be necessary and
sufficient to constitute a quorum for the transaction of
business, except as otherwise provided by law, by the Certificate
of Incorporation or by these By-Laws.
(b) A majority of the directors, present at the time and
place of any regular or special meeting, although less than a
quorum, may adjourn the same from time to time without notice,
until a quorum shall be present.
Section 7 - Manner of Acting:
(a) At all meetings of the Board of Directors, each
director present shall have one vote, irrespective of the number
of shares of stock, if any, which he may hold.
(b) Except as otherwise provided by statute, by the
Certificate of Incorporation, or by these By-Laws, the action of
a majority of the directors present at any meeting at which a
quorum is present shall be the act of the Board of Directors.
(c) Unless otherwise required by amendment to the Articles
of Incorporation or statute, any action required or permitted to
be taken at any meeting of the Board of Directors or any
Committee thereof may be taken without a meeting if a written
consent thereto is signed by all the members of the Board or
Committee. Such written consent shall be filed with the minutes
of the proceedings of the Board or Committee.
(d) Unless otherwise prohibited by Amendments to the
Articles of Incorporation or statute, members of the Board of
Directors or of any Committee of the Board of Directors may
participate in a meeting of such Board or Committee by means of a
conference telephone network or a similar communications method
by which all persons participating in the meeting can hear each
other. Such participation is constituted presence of all the
participating persons at such meeting The minutes of any such
meeting shall be either signed or otherwise approved by the
persons participating in the meeting.
Section 8 - Vacancies:
Any vacancy in the Board of Directors, occurring by reason
of an increase in the number of directors, or by reason of the
death, resignation, disqualification, removal (unless vacancy
created by the removal of a director by the stockholders shall be
filled by the stockholders at the meeting at which the removal
was effected) or inability to act of any director, or otherwise,
shall be filled for the unexpired portion of the term by a
majority vote of the remaining directors, though less than a
quorum, at any regular meeting or special meeting of the Board of
Directors called for that purpose.
Section 9 - Resignation:
Any director may resign at any time by giving written notice
to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice
such resignation shall take effect upon receipt thereof by the
Board of Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
Section 10 - Removal:
Any director may be remove with or without cause at any time
by the affirmative vote of stockholders holding of record in the
aggregate at least a majority of the outstanding share of stock
of the Corporation at a special meeting of the stockholders
called for that purpose, and may be removed for cause by action
of the Board.
Section 11 - Compensation:
The Board of Directors may, from time to time, establish or
alter by resolution appropriate compensation to be paid to all
members of the Board of Directors who are not otherwise employed
by the Corporation. The Board of Directors may also establish,
and from time to time alter, appropriate compensation for service
by a member of the Board of Directors as Chairman of a Committee
of the Board of Directors. The Board shall establish a fixed sum
to be paid to non-employee members of the Board of Directors for
attendance at any Committee meetings and shall provide for the
payment of expenses of members of the Board of Directors for
attendance at any meetings of the Board of Directors or of a
Committee thereof. Nothing herein contained shall be construed
to preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 12 - Contracts:
(a) No contract or other transaction between this
Corporation and any other corporation shall be impaired, affected
or invalidated, nor shall any director be liable in any way by
reason of the fact that any one or more of the directors of this
Corporation is or are interested in, or is a director or officer,
or are directors or officers of such other corporation, provided
that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction.
(b) Any director, personally or individually, may be a
party to or may be interested in any contract or transaction of
this Corporation, and no director shall be liable in any way by
reason of such interest, provided that the fact of such interest
be disclosed or made known to the Board of Directors prior to
their authorization of such contract or transaction, and provided
that the Board of Directors shall authorize, approve or ratify
such contract or transaction by vote (not counting the vote of
any such Director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action
is taken. Such director or directors may be counted in
determining the presence of a quorum at such meeting. This
Section shall not be construed to impair or invalidate or in any
way affect any contract or other transaction which would
otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
Section 13 - Committees:
The Board of Directors, by resolution adopted by a majority
of the entire Board, may from time to time designate from among
its members an executive committee and such other committees, and
alternate members thereof, as they may deem desirable, with such
powers and authority (to the extent permitted by law) as may be
provided is such resolution. Each such committee shall serve at
the pleasure of the Board.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(a) The officers of the Corporation shall consist of a
President, a Secretary, a Treasurer, or a President and Secretary-
Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board
of Directors may form time to time deem advisable. Any officer
other than the Chairman or Vice Chairman of the Board of
Directors may be, but is not required to be a director of the
Corporation. Any two or more offices may be held by the same
person.
(b) The officers of the Corporation shall be elected by the
Board of Directors at the regular annual meeting of the Board
following the annual meeting of the stockholders.
(c) Each officer shall hold office until the annual meeting
of the Board of Directors next succeeding his election, and until
his successor shall have been elected and qualified or until his
death, resignation, or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice
of such resignation to the Board of Directors, or to the
President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, such resignation shall take
effect upon receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be
necessary to make it effective.
Section 3 - Removal:
Any officer may be remove, either with or without cause, and
a successor elected by a majority vote of the Board of Directors
at any time.
Section 4 - Vacancies:
A vacancy in any office by reason of death, resignation,
inability to act, disqualification, or any other cause, may at
any time be filled for the unexpired portion of the term by a
majority vote of the Board of Directors.
Section 5 - Duties of Officers:
Officers of the Corporation shall, unless otherwise provided
by the Board of Directors, each have such powers and duties as
generally pertain to their respective offices as will as such
powers and duties as may be set forth in these by-laws, or may
from time to time be specifically conferred or imposed by the
Board of Directors. The President shall be the chief executive
officer of the corporation, unless otherwise provided.
Section 6 - Sureties and Bonds:
In case the Board of Directors shall so require any officer,
employee, or agent of the Corporation shall execute to the
Corporation a bond in such sum. and with such surety or sureties
as the Board of Directors may direct, conditioned upon the
faithful performance of his duties to the Corporation, including
responsibility for negligence for the accounting for all
property, funds or securities of the corporation which may come
into his hands.
Section 7 - Share of Stock of Other Corporations:
Whenever the Corporation is the holder of shares of stock of
any other corporation, any right or power of the Corporation as
such stockholder (including the attendance, acting and voting at
stockholder's meetings and execution of waivers, consents proxies
or other instruments) may be exercised on behalf of the
Corporation by the President, any Vice President or such other
person as the Board of Directors may authorize.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock:
(a) The certificates representing shares of the
Corporation's stock shall be in such form as shall be adopted by
the Board of Directors, and shall be numbered and registered in
the order issued. They shall bear the holder's name and the
number of shares of stock and shall be signed by (i) the Chairman
of the Board or the President or a Vice President, and (ii) the
Secretary or Treasurer, or any Assistant Secretary or Assistant
Treasurer, and shall bear the corporate seal.
(b) No certificate representing share of stock shall be
issued until the full amount of consideration therefor has been
paid, except as otherwise permitted by law.
(c) To the extent permitted by law, the Board of Directors
may authorize the issuance of certificates for fractions of a
share of stock which shall entitle the holder to exercise voting
rights, receive dividends and participate in liquidating
distributions, in proportion to the fractional holdings; or it
may authorize the payment in cash of the fair value of fractions
of a share of stock as of the time when those entitled to receive
such fractions are determined; or it may authorize the issuance,
subject to such conditions as may be permitted by law, of scrip
in registered or bearer form over the signature of an officer or
agent of the Corporation, exchangeable as therein provided for
full shares of stock, but such scrip shall not entitle the holder
to any rights of a stockholder, except as therein provided.
Section 2 - Lost or Destroyed Certificates:
The holder of any certificate representing shares of stock
of the Corporation shall immediately notify the corporation of
any loss or destruction of the certificate representing the same.
The Corporation may issue a new certificate in the place of any
certificate theretofore issued by it, alleged to have been lost
or destroyed. On production of such evidence of loss or
destruction as the Board of Directors in its discretion may
require, the Board of Directors may, in its discretion require
the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond in such sum as
the Board may direct, and with such surety or sureties as may be
satisfactory to the Board, to indemnify the Corporation against
any claims, loss, liability or damage it may suffer on account of
the issuance of the new certificate. A new certificate may be
issued without requiring any such evidence or bond when, in the
judgement of the Board of Directors, it is proper to do so.
Section 3 - Transfer of Shares:
(a) Transfer of shares of stock of the Corporation shall be
made on the stock ledger of the Corporation only by the holder of
record thereof, in person or by his duly authorized attorney,
upon surrender for cancellation of the certificate or
certificates representing such share of stock with an assignment
or power of transfer endorsed thereon or delivered therewith,
duly executed, with such proof of the authenticity of the
signature and of authority to transfer and of payment of taxes as
the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the absolute owner
thereof for all purposes and, accordingly, shall not be bound to
recognize any legal, equitable or other claim to, or interest in,
such share or shares of stock on the part of any other person,
whether or not it shall have express or other notice thereof,
except as otherwise expressly provided by law.
Section 4 - Record Date:
In lieu of closing the stock ledger of the corporation, the
Board of Directors may fix, in advance, a date not exceeding
sixty (60) days, nor less than ten (10) days, as the record date
for the determination of stockholders entitled to receive notice
of, or to vote at, any meeting of stockholders, or to consent to
any proposal without a meeting, or for the purpose of determining
stockholders entitled to receive payment of any dividends or
allotment of any rights, or for the purpose of any other action.
If no record date is fixed, the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if no notice is
given, the day preceding the day on which the resolution of the
directors relating thereto is adopted. When a determination of
stockholders of record entitled to notice of or to vote at any
meeting of stockholders has been made as provided for herein,
such determination shall apply to any adjournment thereof, unless
the directors fix a new record date for the adjourned meeting.
ARTICLE VI - DIVIDENDS
Subject to applicable law, dividends may be declared and
paid out of any funds available therefor, as often, in such
amounts, and at such time or times as the Board of Directors may
determine.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be March 31 and may
be changed by the Board of Directors from time to time subject to
applicable law.
ARTICLE VIII - CORPORATE SEAL
The corporate seal shall be in such form as shall be
approved from time to time by the Board of Directors.
ARTICLE IX - INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHER PERSONS
Section 1 - Right to Indemnification:
Each Indemnitee (as defined below) shall be indemnified and
held harmless by the corporation for all actions taken by him and
for all failures to take action (regardless of the date of any
such action or failure to take action) to the fullest extent
permitted by the Nevada General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such
amendment, the rights of indemnification provided hereby shall
continue as theretofore to the maximum extent permitted by law
notwithstanding such amendment unless such amendment permits the
corporation to provide broader indemnification rights than the
law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including
attorneys' fees, judgements, fines, Employee Retirement Income
Security Act excise taxes or penalties and amounts paid or to be
paid in settlement) actually and reasonably incurred or suffered
by the Indemnitee in connection with any Proceeding (as defined
below). The right to indemnification conferred in this Article
shall be a contract right and shall include the right to be paid
by the corporation the expenses incurred by an Indemnitee in
defending a civil or criminal action, suit or proceeding as they
are incurred and in advance of the final disposition of such
action, suit or proceeding; provided, however, that, if the
Nevada General Corporation Law continues so to require, the
payment of such expenses incurred by an Indemnitee in advance of
the final disposition of such action, suit or proceeding, shall
be made only upon delivery to the Corporation of an undertaking,
by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by a court of
competent jurisdiction that such Indemnitee is not entitled to be
indemnified by the Corporation under this Article or otherwise.
(ii) Indemnification pursuant to this Section shall continue
as to an Indemnitee who has ceased to be a director or officer
and shall inure to the benefit of his or her heirs, executors and
administrators.
(iii) For purpose of this Article, (A), "Indemnitee" shall
mean each director or officer of the Corporation who was or is a
party or is threatened to be made a party to any Proceeding, by
reason of the fact that he is or was director or officer of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, including service with respect to employee benefit
plans; and (B) "Proceeding" shall mean any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative.
Section 2 - Indemnification of Employees and Agents:
The Corporation may, by action of its Board of Directors,
provide indemnification to employees and agents of the
corporation with the same scope and effect as of the foregoing
indemnification of directors and officers.
Section 3 - Non-Exclusivity of Rights:
The rights to indemnification and to the advancement of
expenses provided in this Article shall not be exclusive of any
other rights that any person may have or hereafter acquire under
any statute, provision of the Articles of Incorporation or By-
laws, agreement, vote of stockholders or disinterested directors
or otherwise for either an action in his official capacity while
holding his office; provided, however, if the Nevada General
Corporation Law so requires, indemnification, unless ordered by a
court (with respect to a proceeding by or in the right of the
Corporation) or for the advancement of expenses as set forth in
Section 1 above, may not be made to or behalf of any director or
officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.
Section 4 - Insurance:
The Corporation may purchase and maintain insurance or make
any other financial arrangements permitted by applicable law on
behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him and liability
and expenses incurred by him in his capacity as a director,
officer, employee or agent, or arising out of his status of such,
whether or not the Corporation has the authority to indemnify him
against such liability and expenses.
ARTICLE X - AMENDMENTS
Section 1 - By Stockholders:
All by-laws of the Corporation shall be subject to
alteration or repeal, and new by-laws may be made, by the
affirmative vote of stockholders holding of record in the
aggregate at least a majority of the outstanding shares of stock
entitled to vote in the election of directors at any annual or
special meeting of stockholders, provided that the notice or
waiver of notice of such meeting shall have summarized or set
forth in full therein, the proposed amendment.
Section 2 - By Directors:
The Board of Directors shall have power to make, adopt,
alter, amend and repeal, from time to time, by-laws of the
Corporation; provided, however, that the stockholders entitled to
vote with respect thereto as in this Article X above-provided may
alter, amend or repeal by-laws made by the Board of Directors,
except that the Board of Directors shall have no power to change
the quorum for meetings of stockholders or the Board of Directors
or to change any provisions of the by-laws with respect to the
removal of directors or the filling of vacancies in the Board
resulting from the removal by the stockholders.
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-37412) pertaining to
the Players International, Inc. Incentive Stock Option Plan
(1985), Players International, Inc. Stock Option Plan for
Non-Employee Directors, Players International, Inc. 1990
Incentive Stock Option and Non-Qualified Option Plan of our
report dated May 23, 1996, with respect to the consolidated
financial statements of Players International, Inc. included
in the Annual Report (Form 10-K) for the year ended March
31, 1996.
Ernst & Young LLP
Philadelphia, Pennsylvania
August 12, 1996
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8 No. 33-70110) pertaining to
the Players International, Inc. Amended and Restated 1993
Stock Incentive Plan of our report dated May 23, 1996, with
respect to the consolidated financial statements of Players
International, Inc. included in the Annual Report (Form 10-
K) for the year ended March 31, 1996.
Ernst & Young LLP
Philadelphia, Pennsylvania
August 12, 1996
