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:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Players International, Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
[INSERT NAME OF FILER WHEN APPLICABLE]
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / 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>
PLAYERS INTERNATIONAL, INC.
1300 ATLANTIC AVENUE, SUITE 800
ATLANTIC CITY, NEW JERSEY 08401
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
TO BE HELD ON NOVEMBER 14, 1996 AT 10:00 A.M.
AT RENAISSANCE ST. LOUIS HOTEL-AIRPORT
9801 NATURAL BRIDGE ROAD
ST. LOUIS, MISSOURI 63134
------------------------
The Annual Meeting of Stockholders (the 'Meeting') of Players
International, Inc. (the 'Company') will be held on Thursday, November 14, 1996
at Renaissance St. Louis Hotel-Airport, 9801 Natural Bridge Road, St. Louis,
Missouri 63134 to elect nine directors to hold office as specified in the proxy
statement.
The close of business on September 16, 1996 has been fixed as the record
date for the Meeting. Only stockholders of record as of the close of business on
such date will be entitled to notice of and to vote at the Meeting and any
adjournments or postponements thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the attached proxy statement for further information with
respect to the business to be transacted at the Meeting.
You are cordially invited to attend the Meeting. If you do not expect to
attend the Meeting in person, please mark, sign and date the enclosed proxy and
mail it promptly to the Secretary in the enclosed envelope. The return of the
enclosed proxy will not affect your right to vote in person if you do attend the
Meeting.
Peter J. Aranow
Secretary
September 25, 1996
<PAGE>
PLAYERS INTERNATIONAL, INC.
1300 ATLANTIC AVENUE, SUITE 800
ATLANTIC CITY, NEW JERSEY 08401
------------------------
PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
THURSDAY, NOVEMBER 14, 1996
------------------------
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Players International, Inc. (the 'Company')
for use at the Company's Annual Meeting of Stockholders (the 'Meeting') to be
held on Thursday, November 14, 1996 at 10:00 a.m. at Renaissance St. Louis
Hotel-Airport, 9801 Natural Bridge Road, St. Louis, Missouri 63134, for the
purposes set forth in the foregoing notice. This proxy statement, the foregoing
notice and the enclosed proxy are being sent to stockholders commencing on or
about September 30, 1996.
The Board of Directors does not intend to bring any matters before the
Meeting except those indicated in this notice and does not know of any matter
that anyone else proposes to present for action at the Meeting. If any other
matters properly come before the Meeting, however, the persons named in the
enclosed proxy, or their duly constituted substitutes acting at the Meeting,
will be authorized to vote or otherwise act thereon in accordance with their
judgment on such matters.
If the enclosed proxy is properly executed and returned prior to voting at
the Meeting, the shares represented thereby will be voted in accordance with the
instructions marked thereon. In the absence of instructions, the shares will be
voted 'FOR' the nominees of the Board of Directors in the election of directors.
Any proxy may be revoked at any time prior to its exercise by notifying the
Secretary of the Company in writing, by delivering a duly executed proxy bearing
a later date or by attending the Meeting and voting in person.
RECENT SENIOR MANAGEMENT CHANGES AND
EXPANSION OF BOARD OF DIRECTORS
On September 9, 1996, the Company announced senior management changes,
including the retirement of co-founders Edward Fishman and David Fishman and the
promotion of John Groom to Chief Operating Officer, and the addition of four new
directors effective October 1, 1996, Jay Green, Merv Griffin, Charles Masson and
Earl Webb. Subsequent to his nomination to the Board of Directors
<PAGE>
of the Company and prior to commencement of his term as director, Mr. Griffin
advised the Company that the extent of his existing commitments would make it
difficult for him to begin service as a director during the next few months.
Accordingly, Mr. Griffin asked that the Company not proceed with his nomination
at this time and proposed that Mr. Lawrence Cohen be nominated in lieu thereof.
Mr. Cohen currently serves as Executive Vice President and Chief Financial
Officer of The Griffin Group, a corporation controlled by Mr. Griffin and a
significant stockholder of the Company. On September 25, 1996, the Company's
Board of Directors elected Mr. Cohen to serve on the Board effective October 1,
1996 and agreed to nominate Mr. Cohen for election to the Company's Board in
this proxy statement in lieu of electing and nominating Mr. Griffin for Board
service. Edward Fishman has been nominated by the Board of Directors for
election to the Board of Directors and, if so elected, will serve as Chairman of
the Board until the next annual meeting of stockholders. See 'Outstanding
Shares, Voting Rights and Stockholdings of Certain Persons,' 'Election of
Directors' and 'Executive Severance and Change of Control Agreements.'
OUTSTANDING SHARES, VOTING RIGHTS
AND STOCKHOLDINGS OF CERTAIN PERSONS
At the close of business on September 16, 1996, the record date fixed for
the determination of stockholders entitled to notice of and to vote at the
Meeting, there were outstanding 29,859,544 shares of the Company's common stock,
par value $.005 per share (the 'Common Stock'), the only class of voting
securities outstanding. Only the record holders of such Common Stock as of the
close of business on September 16, 1996 will be entitled to vote at the Meeting.
The presence at the Meeting, in person or by proxy, of stockholders entitled to
cast a majority of the votes that all stockholders are entitled to cast will
constitute a quorum. Shares presented at the Meeting in person or by proxy but
not voted will nevertheless be counted for purposes of determining the presence
of a quorum. Accordingly, abstentions and broker non-votes (i.e., shares as to
which a broker or nominee has indicated that it does not have discretionary
authority to vote) on a particular matter will be treated as shares that are
present and entitled to vote for purposes of determining the presence of a
quorum. Directors will be elected by a plurality of the votes cast and
therefore, abstentions and broker non-votes will have no impact on such vote.
Each share of Common Stock is entitled to one vote, without cumulation, on each
matter to be voted upon at the Meeting. All information concerning Common Stock
presented herein reflects the effects of a three-for-two Common Stock split that
was paid on May 19, 1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the close of business on September
19, 1996, certain information with respect to the beneficial ownership of Common
Stock (i) by each director and executive officer of the Company, (ii) by all
executive officers and directors, as a group, (iii) by each stockholder who was
known to the Company to be the beneficial owner, as defined in Rule 13d-3 under
the Securities Exchange Act of 1934 (the 'Exchange Act'), of more than 5% of the
Common Stock and (iv) by each Director nominee who was not formally serving as a
Director on September 19, 1996. As noted below, certain ownership information is
presented as of December 31, 1995, the last date for reporting significant
ownership positions by certain institutions under Securities and Exchange
2
<PAGE>
Commission ('SEC') rules. Each of the persons listed below has sole voting and
investment power with respect to such shares, unless otherwise indicated.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY PERCENT OF CLASS
NAME OF BENEFICIAL OWNER(1) OWNED BENEFICIALLY OWNED
- --------------------------- ----------------- ------------------
<S> <C> <C>
The Griffin Group, Inc....................................... 4,267,350(2) 13.5%
Lawrence Cohen............................................... 221,100(3) *
Edward Fishman............................................... 1,704,245(4) 5.7%
David Fishman................................................ 867,632(5) 2.9%
Thomas E. Gallagher.......................................... 1,051,050(6) 3.5%
Marshall S. Geller........................................... 184,627(7) *
Howard Goldberg.............................................. 778,880(8) 2.6%
Jay M. Green................................................. -- --
Charles M. Masson............................................ -- --
Steven P. Perskie............................................ 18,000(9) *
Lee Seidler.................................................. 145,250(10) *
Earl E. Webb................................................. -- --
Henry M. Applegate, III...................................... -- --
Peter J. Aranow.............................................. 263,000(11) *
John Groom................................................... 106,500(12) *
All directors and executive officers as a group (10
persons)................................................... 5,129,174(13) 15.9%
Chancellor Capital Management, Inc........................... 2,327,050(14) 7.8%
Neuberger & Berman L.P....................................... 1,539,600(15) 5.2%
</TABLE>
- ------------------
* Less than 1%.
(1) The address of The Griffin Group is 780 Third Avenue, Suite 1801, New
York, New York 10017. The address for David Fishman is c/o Don Russell,
CPA, 6400 Canoga Avenue Suite 312, Woodland Hills, California 91367. The
address for each of Thomas Gallagher and Lawrence Cohen is c/o The Griffin
Group, Inc. ('Griffin Group'), 780 Third Avenue, Suite 1801, New York, New
York 10017. The address of Edward Fishman, Howard Goldberg, John Groom,
Peter Aranow, Henry M. Applegate, III and Steven Perskie is c/o Players
International, Inc., 1300 Atlantic Avenue, Suite 800, Atlantic City, New
Jersey 08401. The address of Marshall Geller is c/o Geller & Friend
Capital Partners, Inc., 1875 Century Park East, #2300, Los Angeles,
California 90067. The address of Lee Seidler is c/o Bear Stearns & Co.
Inc., 12th Floor -- Research, 245 Park Avenue, New York, New York 10167.
All of the individuals named in the table, except John Groom, Peter J.
Aranow and Henry M. Applegate, III, are directors of the Company as of
September 16, 1996.
(2) Based upon information contained in Amendment No. 2 to Schedule 13D, dated
March 7, 1995, as filed with the SEC. Includes 1,680,000 shares that are
subject to license warrants that were issued pursuant to a License and
Service Agreement (the 'License Warrants'). The holdings do not include
the holdings of Mr. Thomas Gallagher, President of The Griffin Group, or
Lawrence Cohen, Executive Vice President and Chief Financial Officer of
The Griffin Group.
(3) Includes 105,000 shares subject to License Warrants.
(4) Includes 240,000 shares that are subject to options that are exercisable
within 60 days of September 19, 1996 ('currently exercisable') and 60,000
shares held in trust in the name of Edward Fishman's children. Also
includes 214,286 shares, as of the close of business on September 19,
1996, that could have been acquired pursuant to a Retirement Agreement,
subject to the consent of the Company. See 'Executive
Compensation--Employment, Severance and Change of Control Agreements.'
Under such agreement, the number of shares potentially issuable pursuant
to such right changes with increases and decreases in the Company's Common
Stock at the then existing fair market value for such shares.
(5) Includes 352,500 shares that are subject to currently exercisable options.
Also includes 214,286 shares, as of the close of business on September 19,
1996, that could have been acquired pursuant to a Retirement Agreement,
subject to the consent of the Company. See 'Executive
Compensation--Employment, Severance and Change of Control Agreements.'
Under such agreement, the number of shares potentially issuable pursuant
to such right
(Footnotes continued on next page)
3
<PAGE>
(Footnotes continued from previous page)
changes with increases and decreases in the Company's Common Stock at the
then existing fair market value for such shares.
(6) Includes 101,250 shares that are subject to currently exercisable options
and 315,000 shares subject to currently exercisable License Warrants.
(7) Includes 119,127 shares subject to currently exercisable options.
(8) Includes 35,217 shares held in trust and in the name of Mr. Goldberg's
children and father-in-law and 476,250 shares that are subject to
currently exercisable options.
(9) Includes 10,000 shares subject to currently exercisable options.
(10) Includes 101,250 shares that are subject to currently exercisable options.
(11) Includes 248,000 shares subject to currently exercisable options.
(12) Represents shares purchased with personal funds.
(13) Includes 1,933,377 shares that are subject to currently exercisable
options and warrants.
(14) Reflects holdings as of December 31, 1995 reported in Schedule 13G filed
with the SEC. The beneficial owner's address is 1166 Avenue of the
Americas, New York, New York 10036. Beneficial ownership of the shares
listed herein by Chancellor Capital Management, Inc. and Chancellor Trust
Company, as investment advisors for various fiduciary accounts, consists
exclusively of sole voting and dispositive power.
(15) Reflects holdings as of December 31, 1995 reported in Schedule 13G filed
with the SEC. The beneficial owner's address is 605 Third Avenue, New
York, New York 10158-3698. Includes 44,700 shares subject to sole voting
power and 1,539,600 shares subject to sole dispositive power. Partners of
Neuberger and Berman L.P. have disclaimed ownership of certain of the
shares reported herein.
4
<PAGE>
ELECTION OF DIRECTORS
At the Meeting, the stockholders will elect nine directors to hold office,
subject to the provisions of the Company's By-laws, until the Annual Meeting of
Stockholders in 1997 and until their respective successors shall have been duly
elected and qualified. Unless contrary instructions are given, the shares
represented by the enclosed proxy will be voted 'FOR' the election of the
nominees set forth below. Proxies cannot be voted for a greater number of
directors than the number of nominees named. Stockholders are not entitled to
vote cumulatively in electing directors.
Each nominee has consented to being named in the proxy statement and to
serve if elected. However, if any nominee at the time of his election is unable
or unwilling to serve or is otherwise unavailable for election, and as a result
another nominee is designated by the Board of Directors, the persons named in
the enclosed proxy, or their substitutes, will have discretion and authority to
vote or refrain from voting for such nominee in accordance with their judgment.
Each Company director may be required to be licensed or qualified to serve
as a director of the Company by the gaming regulatory authorities in the
jurisdictions in which the Company does business. All nominees, except Lawrence
Cohen, Jay M. Green, Charles M. Masson and Earl E. Webb, are incumbent directors
who have already met these requirements with respect to the Company, and Messrs.
Cohen, Green and Masson have been licensed or otherwise approved to be involved
in gaming companies by regulators in one or more jurisdictions. In the event
that any regulatory authority having jurisdiction over the Company finds a
director unsuitable for directorship, the director shall become ineligible to
serve on the Board of Directors and a majority of the remaining directors may
appoint a qualified replacement to serve as a director until the next annual
meeting of stockholders.
The nominees for election as directors, together with certain information
about them, are as follows:
<TABLE>
<CAPTION>
PRESENT POSITION(S) DIRECTOR
DIRECTOR NAME WITH THE COMPANY SINCE AGE
- ------------- ------------------- --------- ---
<S> <C> <C> <C>
Lawrence Cohen................ Director(1) 1996 38
Edward Fishman................ Chairman of the Board of Directors 1985 53
Thomas E. Gallagher........... Director(2)(3) 1992 51
Marshall S. Geller............ Director(2)(3) 1989 57
Howard A. Goldberg............ President, Chief Executive Officer and Director 1986 51
Jay M. Green.................. Director(1) 1996 49
Charles M. Masson............. Director(1) 1996 43
Lee Seidler................... Director(2)(3) 1987 61
Earl E. Webb.................. Director(1) 1996 40
</TABLE>
- ------------------
(1) These nominees were elected to the Board of Directors effective October 1,
1996. Following election at the Meeting, it is anticipated that Messrs.
Cohen, Green, Masson and Webb will be appointed to one or more committee
assignments.
(2) Member of the Audit Committee, of which Mr. Seidler is Chairman.
(3) Member of the Compensation Committee, of which Mr. Gallagher is Chairman.
LAWRENCE COHEN has been Executive Vice President and Chief Financial
Officer of Griffin Group since 1988. From 1986 to 1988 he was Assistant
Corporate Controller of Columbia Pictures Entertainment, Inc. Prior to 1986,
Mr. Cohen was with the accounting firm of Paneth, Haber & Zimmerman. He has
served since 1994 as a Director of Resorts International Hotel, Inc., a
subsidiary of Griffin Gaming & Entertainment, Inc., a publicly traded company
formerly known as Resorts International, Inc., which owns and operates a casino
hotel in Atlantic City, New Jersey ('GG&E'). From 1994 until July 1996, Mr.
Cohen served as a Director of Liberty Broadcasting, Inc., a privately held
broadcasting company.
5
<PAGE>
EDWARD FISHMAN has served as Chairman of the Board of the Company since
1985. He served as Chief Executive Officer from 1985 until December 1995 and
served as President during May 1993. Prior to his retirement as an active
Company employee in September 1996, his principal activities for the Company
related to marketing, long-range development and strategic planning. He has 18
years of marketing experience in the casino industry and he has served as a
marketing and strategic planning consultant to casinos throughout the world.
THOMAS E. GALLAGHER has been President and Chief Executive Officer of
Griffin Group since April 1992. Since November 1, 1993, he has served as a
director, and since May 1995, he has served as President and Chief Executive
Officer of GG&E. For the preceding 15 years, he was a partner in the law firm of
Gibson, Dunn & Crutcher.
MARSHALL S. GELLER is the Chairman, Chief Executive Officer and founding
partner of Geller & Friend Capital Partners, Inc., a merchant banking investment
company. He was formerly interim President and Chief Operating Officer of the
Company from November, 1992 through April, 1993 and now serves as a member of
the Compensation Committee, of which he was Chairman from September 1995 to
September 1996. From 1991 through 1995, Mr. Geller was the Senior Managing
Partner and founder of Golenberg & Geller, Inc., a merchant banking investment
firm. Mr. Geller served as Vice Chairman of Gruntal & Co. Inc., an investment
banking firm, from 1988 to 1990. From 1967 until 1988, he was a Senior Managing
Director of Bear Stearns & Co. Inc., an investment banking firm ('Bear
Stearns'). He is currently a director, and was formerly the interim Co-Chairman,
of Hexcel Corporation. Mr. Geller is a director of Value Vision International,
Inc. and serves as Chairman of its Investment Committee. He also serves on the
Boards of Ballantyne of Omaha, Inc., Styles-on-Video, Inc. and Dycam, Inc.
HOWARD A. GOLDBERG became President and Chief Operating Officer of the
Company in May 1993, and then became Chief Executive Officer in December 1995.
Prior to joining the Company, he was the managing shareholder practicing law in
the Atlantic City, New Jersey law firm of Horn, Goldberg, Gorny, Plackter &
Weiss ('Horn, Goldberg'), which has represented the Company since its inception.
Since the advent of casino gaming in Atlantic City, Mr. Goldberg specialized in
representing casinos in New Jersey and other jurisdictions for development and
regulatory matters. Mr. Goldberg's name remains a part of the firm name of Horn,
Goldberg, but he does not currently engage in any firm-related activities or
matters. The amount of any payments due to him from the firm is not affected by
or dependent upon fees paid by the Company to the Horn, Goldberg.
JAY M. GREEN has been the Chief Financial Officer and Treasurer of Culbro
Corporation ('Culbro'), a diversified consumer and industrial products company,
since 1988. He also served as Chairman of the Board of The Eli Witt Company, a
Culbro subsidiary, from February 1993 to August 1995, and, prior to 1988, as
Vice President and Controller of Columbia Pictures Entertainment, Inc. He has
served as a Director of GG&E, Inc. since 1994.
CHARLES M. MASSON is an independent consultant and has been President of
McCloud Partners, a private advisory firm in New York City, since 1993. He
served as the Chairman of the Board of Directors of Cadillac Fairview
Corporation Limited, a real estate management and development company, from
September 1994 through August 1995; as a director of Salomon Brothers Inc from
1991 through May 1993, and as Vice President of Salomon Brothers Inc from 1983
through 1990. He has been a director of GG&E since 1994 and is also a director
of Color Tile, Inc.
LEE SEIDLER is a private investor. He is affiliated with Bear Stearns as
Managing Director Emeritus. From 1981 to 1989, he was a Senior Managing Director
of Bear Stearns. He is a Director of Synthetic Industries, Inc., The Shubert
Organization, Inc. and The Shubert Foundation.
EARL E. WEBB is the head of LaSalle Partners' Investment Banking Group,
which provides real estate acquisition, disposition and financing services to
clients that include domestic and foreign corporations, pension funds,
developers and financial institutions. He serves on the Board of Directors of
LaSalle Partners and as a member of its Management Committee.
Howard Goldberg and Lee Seidler are brothers-in-law.
6
<PAGE>
Messrs. Cohen, Gallagher, Green and Masson currently hold the positions
described above with GG&E and its affiliates pending the completion of the
previously announced merger between GG&E and Sun International Hotels Limited
('Sun International').
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors has permanent Audit and Compensation Committees. The
membership and chairmanship of each of these Committees are determined from time
to time by the Board of Directors. However, only directors who are not employed
by the Company ('Non-employee Directors') may serve on the Audit Committee and
the Compensation Committee.
The Audit Committee held seven (7) meetings during the fiscal year ended
March 31, 1996 ('Fiscal 1996') and the Compensation Committee held seven (7)
meetings during Fiscal 1996. During the course of Fiscal 1996, the members of
both Committees also held informal discussions about Committee business.
The Audit Committee's functions include: providing an avenue of
communication among the Company's independent accountants, its management and
the Board of Directors; recommending independent accountants and approving their
compensation and services; considering the audit scope and plan; reviewing with
management and the independent accountants the annual financial statements and
matters relating to the audit; reviewing other matters relating to the Company's
auditing procedures, and reviewing the adequacy of various internal controls and
procedures. The Company's Internal Audit Department reports directly to the
Audit Committee. The Audit Committee continually reviews the plans, scope and
work of the Internal Audit Department.
The Compensation Committee's functions include: making recommendations
regarding all forms of compensation to be paid to the executive officers;
establishing goals for executive compensation policies and monitoring the extent
to which performance by executive officers fulfills such goals; and
administering the Company's various stock option and stock incentive plans,
including the determination of awards to be made under such plans.
The Board of Directors does not have a standing Nominating Committee. The
functions of a nominating committee are carried on by the Board of Directors as
a whole.
The Company's Board of Directors met fifteen (15) times during Fiscal 1996,
including telephonic meetings. No member of the Board of Directors participated
in fewer than 93% of the aggregate of the total number of meetings of the Board
of Directors and the total number of meetings held by all committees on which
such director served.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth, for the Company's last
three fiscal years, the cash compensation paid by the Company, as well as
certain other compensation paid or accrued for those years, to Edward Fishman,
the Company's Chief Executive Officer from April 1 to December 1995, and Howard
Goldberg, the Company's Chief Executive Officer thereafter, and to each of the
Company's other four most highly compensated executive officers as of March 31,
1996 (collectively, the 'Named Executives'):
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION ------------------------
FISCAL YEAR ----------------------------------- SECURITIES ALL OTHER
NAME AND PRINCIPAL ENDING OTHER ANNUAL RESTRICTED UNDERLYING COMPENSATION
POSITION MARCH 31, SALARY BONUS COMPENSATION STOCK AWARD OPTIONS (1)
- ----------------------- ----------- ----------- --------- ------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Edward Fishman ........ 1996 $500,000 -- $ 2,000(1) -- -0- --
Chairman of the 1995 500,000 $ 250,000 -- -- 600,000(2) --
Board and Director 1994 325,000 437,500 -- -- -- $ 5,175
David Fishman ......... 1996 $500,000 -- $ 2,000(1) -- -0- $ 4,074(3)
Vice Chairman of 1995 500,000 $ 250,000 -- -- 600,000(2) 13,400
the Board and 1994 325,000 437,500 -- -- -- 3,645
Director
Howard Goldberg ....... 1996 $500,000 -- $ 2,000(1) -- -0- $ 4,842(3)
President, Chief 1995 500,000 $ 250,000 -- -- 600,000(2) 6,088
Executive 1994 283,214(4) 437,500 $ 5,500(5) $887,500(6) 431,250(7) 3,595
Officer and Director
Peter J. Aranow ....... 1996 350,000 -- -- -- 25,000(8) $ 6,464(3)
Executive Vice 1995 300,000 $ 150,000 -- -- 45,000(9) 4,404
President -- Finance 1994 170,470(4) 250,000 -- $177,500(10) 225,000(11) 3,705
Steven P. Perskie ..... 1996 $325,000 -- -- -- 25,000(8) --
Executive Vice 1995 122,019(4) $ 150,000 -- -- 150,000(12) $ 6,079
President, General 1994 -- -- -- -- -- --
Counsel and Director
</TABLE>
- ------------------
(1) Represents monthly compensation of $1,000 (beginning February 1, 1996) to
cover miscellaneous out-of-pocket travel and entertainment expenditures.
(2) Includes 150,000 shares subject to options granted on April 14, 1994, with
an exercise price of $11.50 per share and 450,000 shares subject to options
granted on March 1, 1995, with an exercise price of $16.50 per share. With
respect to each of the Messrs. Fishman, 150,000 options to purchase Common
Stock at $11.50 per share and 90,000 options to purchase Common Stock at
$16.50 per share will remain outstanding for certain specified periods
following September 9, 1996, and the remaining options depicted above
expired unexercised. Mr. Goldberg's options depicted above are subject to
repricing and cancellation. See '-- Fiscal 1997 Option Repricing' and '--
Employment, Severance and Change of Control Agreements.'
(3) Represents the following life insurance premium payments made by the
Company during Fiscal 1996 with respect to policies for which the
beneficiary is not the Company: David Fishman ($4,074); Howard Goldberg
($3,595); and Peter Aranow ($2,519). Also includes additional disability
income protection for Mr. Goldberg ($1,247) and Mr. Aranow ($3,945).
(4) Represents fiscal year compensation following May 19, 1993 for Howard
Goldberg, May 26, 1993 for Peter Aranow and May 2, 1994 for Steven Perskie,
the dates when each became an officer.
(5) Represents directors fees before Howard Goldberg became an officer.
(6) Represents restricted stock grant of 75,000 shares of Common Stock awarded
to Howard Goldberg upon his joining the Company as an officer, valued at
$11.83 per share, the fair market value of the shares on the date of award.
The value of such award as of March 31, 1996 was $713,672.
(Footnotes continued on next page)
8
<PAGE>
(Footnotes continued from previous page)
(7) Includes 375,000 shares subject to options granted on May 19, 1993 with an
exercise price of $11.83 per share, which were fully exercisable as of, and
subject to repricing and cancellation on, September 19, 1996. See '--
Fiscal 1997 Option Repricing.' Also includes 56,250 shares subject to
options which were granted to Howard Goldberg while he served as a
Non-employee Director, before he became President of the Company.
(8) Includes 25,000 shares subject to options granted on November 17, 1995 with
an exercise price of $13.56 per share. Mr. Perskie's options depicted above
are subject to repricing and cancellation. See '-- Fiscal 1997 Option
Repricing.'
(9) Includes 45,000 shares subject to options granted on April 14, 1994, with
an exercise price of $11.50. The options vest 20% on each of the first and
second anniversaries of the date of the grant, respectively, and the
remaining 60% of the options vest on the third anniversary of the date of
grant.
(10) Represents restricted stock grant of 15,000 shares of Common Stock awarded
to Peter Aranow upon his joining the Company as an officer, valued at
$11.83 per share, the fair market value of the shares on the date of
award. The value of such award as of March 31, 1996 was $142,734.
(11) Represents grant of options to purchase 225,000 shares on May 26, 1993
with an exercise price of $11.83 per share. The options vest in equal
monthly installments over 36 months.
(12) Includes 150,000 shares subject to options granted on May 2, 1994, with an
exercise price of $13.25 per share. All of these options are subject to
repricing and cancellation. See '-- Fiscal 1997 Option Repricing.'
No other annual compensation or long-term incentive plan payouts were paid
during the fiscal year ending March 31, 1996.
STOCK OPTION GRANTS
The following table relates to options granted to the Named Executives
during the fiscal year ended March 31, 1996.
OPTIONS GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
--------------------------------------------------- RATES OF
% OF TOTAL STOCK PRICE
OPTIONS APPRECIATION FOR
GRANTED TO EXERCISE OPTION TERMS
OPTIONS EMPLOYEES IN PRICE EXPIRATION ------------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
---- --------- --------------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Edward Fishman ............... -- -- -- -- -- --
David Fishman ................ -- -- -- -- -- --
Howard Goldberg .............. -- -- -- -- -- --
Peter J. Aranow .............. 25,000(1) 5.4% $13.56 11/17/02(1) $ 98,004 $ 217,922
Steven P. Perskie ............ 25,000(1)(2) 5.4% 13.56 11/17/02(1) 98,004 217,922
</TABLE>
- ------------------
(1) Options vest in 20% increments on each of the first through fifth
anniversaries of November 17, 1996. These options expire on November 17,
2001 except for the final vested increment, which expires one year
following vesting, on November 17, 2002.
(2) These options are subject to repricing and cancellation. See '-- Fiscal
1997 Option Repricing.'
9
<PAGE>
STOCK OPTION EXERCISES
The following table relates to options exercised during the fiscal year
ended March 31, 1996 and options outstanding at the year end.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS
SHARES MARCH 31, 1996(2) AT MARCH 31, 1996(3)
ACQUIRED ON VALUE -------------------------- -------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Edward Fishman ................. -- -- 120,000 480,000 -- --
David Fishman .................. -- -- 345,000 480,000 $ 734,760 --
Howard Goldberg ................ 45,000(4) $674,187 538,750 492,500 183,690 --
Peter J. Aranow ................ -- -- 221,500 73,500 -- --
Steven P. Perskie .............. -- -- 30,000 145,000 -- --
</TABLE>
- ------------------
(1) Based upon the difference between the Nasdaq National Market closing
quotation for the Common Stock and the exercise price on the date of
exercise multiplied by the number of shares acquired upon exercise.
(2) Certain of the following unexercised options as of the end of Fiscal 1996
are subject to repricing and cancellation or expiration. See 'Executive
Compensation -- Summary Compensation Table,' Notes 2, 7, 8, and 12,
'--Fiscal 1997 Option Repricing' and '-- Employment, Severance and Change of
Control Agreements.'
(3) Based upon the aggregate sum of the positive difference between the Nasdaq
National Market closing quotation for the Common Stock on March 31, 1996 and
the exercise price for each option.
(4) Represents the exercise of stock options that were granted to Mr. Goldberg
for services rendered as a Non-employee Director, before he became an
executive of the Company.
FISCAL 1997 OPTION REPRICING
On September 19, 1996, the Compensation Committee of the Board of Directors
authorized an option repricing and exchange program concerning certain
outstanding stock options of key employees and executive officers who are
critical to the Company's future success in order to provide a meaningful
long-term incentive compensation opportunity in light of recent trading prices
for the Common Stock. The repricing program was approved on September 19, 1996
at exercise prices equal to at least a ten percent (10%) premium above the
then-prevailing price of Common Stock ($7.70 per share, based upon the September
19, 1996 closing quotation of $7.00 for Common Stock on the Nasdaq National
Market). On such date, the Company also authorized new stock option grants for
certain executive officers and key employees.
Among the Named Executives, the Compensation Committee authorized Howard
Goldberg to exchange stock options to purchase 375,000 shares of Common Stock at
an exercise price of $11.83 per share for 375,000 stock options with an exercise
price per share of $7.70 and stock options to purchase 600,000 shares of Common
Stock at a weighted average exercise price of $15.25 per share for options to
purchase 225,000 shares of Common Stock at $8.47 per share, and Mr. Perskie to
exchange options to purchase 175,000 shares of Common Stock at a weighted
average exercise price of $13.30 per share for options to purchase 50,000 shares
of Common Stock at an exercise price of $7.70 per share. Excluding Named
Executives, the Company permitted key employees to exchange an aggregate of
292,900 stock options with exercise prices ranging from $11.17 to $19.75 per
share for an aggregate of 192,300 stock options with an exercise price of $7.70
per share.
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS
Edward Fishman and David Fishman Agreements. On September 9, 1996, the
Company announced senior management changes and an expansion of its Board of
Directors, and in connection therewith, Edward Fishman and David Fishman (the
'Fishmans') retired from the Company and
10
<PAGE>
executed separate agreements which became effective on September 17, 1996 (the
'Retirement Agreements').
Each of the Retirement Agreements provides the Fishmans with severance
benefits equal to the salary, bonus and fringe benefits, perquisites and
retirement accruals which approximate the amounts the Fishmans may have been
entitled to receive during the succeeding three years assuming employment
continued with the Company and based upon such amounts and benefits paid to each
of the Fishmans for the preceding three years. See 'Executive
Compensation--Summary Compensation Table.' The cash amounts associated therewith
are payable in four equal installments of $500,000, less tax withholding, as of
September 17, 1996 and on each of the three succeeding anniversaries (the
'Installment Payments'), subject to acceleration in certain events described
below. With regard to each of the Fishmans, the Company accelerated the vesting
of outstanding options to purchase 90,000 shares of Company Common Stock at
$11.50 per share, which options were scheduled to vest in full on April 14,
1997. The Company also agreed that Edward Fishman could exercise currently
exercisable options through September 9, 1997, and that David Fishman could
exercise currently exercisable options for a one-year period following the
cessation of consulting services (i.e., until the earlier of March 31, 1997 or
the opening of the Company's Maryland Heights casino development project) to be
provided pursuant to his Retirement Agreement. The Retirement Agreements also
provide for continuation, at current cost levels, of long-term care insurance
and medical insurance through age 65, with any increases in future premiums
payable by each of the Fishmans.
The Retirement Agreements provide that, subject to the consent of the
Company, each of the Fishmans may request in writing at any time, and from time
to time, that all or any unpaid Installment Payment which is due or scheduled to
become due in the future be paid currently in the form of shares of Common Stock
if written notice of such election is delivered to the Company (which, when
given, represents the 'Stock Election Date') and such election is not revoked
prior to the close of business on the fourth trading day following the Stock
Election Date (the 'Stock Payment Date'). Any payment so authorized by the
Company in the form of Common Stock (a 'Stock Payment') would be made based upon
the following fair market valuation methodology: the number of shares issuable
pursuant to a Stock Payment shall be determined based on the average reported
high and low trading prices of the Common Stock for each of the five trading
days beginning on the Stock Election Date and ending on the Stock Payment Date,
less applicable tax withholding; and any Stock Payment which satisfies part of,
but not all of, the total aggregate outstanding Installment Payment shall be
deemed to satisfy Installment Payment amounts in their reverse order of due
date.
The Fishmans may also be entitled to accelerated payment of any outstanding
Installment Payment, which amount shall be payable at the election of the
Fishmans in a lump sum payment in cash or Company Common Stock, in the event of
a change in control of the Company (as defined in the Retirement Agreements).
The Fishmans have agreed to become subject to certain confidentiality,
non-solicitation and non-competition agreements, as part of the Retirement
Agreements, which prohibit (i) the misuse of Company confidential information,
(ii) the solicitation, hiring, or the encouragement of any solicitation or
hiring of any managerial or high-level Company employee for one year following
execution of the Retirement Agreements and (iii) competition with the Company
within certain geographic limits for one year following execution of the
Retirement Agreements.
Agreements Presently Subject to Negotiation. In May of 1996, the employment
contracts of Howard Goldberg, President and Chief Executive Officer, and Peter
Aranow, Executive Vice President--Finance, expired. The Company is presently
engaged in discussions with Messrs. Goldberg and Aranow in order to enter into
employment contracts, which in general would provide for an overall reduction in
compensation relative to past contractual amounts and Fiscal 1996 compensation
and contain severance and change of control payment provisions.
Steven P. Perskie Agreement. Steven P. Perskie has an employment agreement
with the Company for a three-year term ending May 1, 1997, to serve as Executive
Vice President and General Counsel. Mr. Perskie and the Company have agreed to
enter into a new agreement effective December 1, 1996 pursuant to which
Mr. Perskie will perform consulting services for the Company over a two-year
11
<PAGE>
period for a monthly fee of $10,000 and surrender all of his outstanding stock
options for new stock options to purchase 50,000 shares of Common Stock at $7.70
per share. See '-- Fiscal 1997 Option Repricing.' This agreement will supersede
Mr. Perskie's existing employment agreement.
STOCK PERFORMANCE GRAPH
The following graph and table compare the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock during the
five years ended March 31, 1996 with the cumulative return on the Dow Jones
Casinos Index ('DJ Casinos Index') and the Standard & Poor's 500 Stock Index
('S&P 500').
[CHART]
TOTAL RETURN TO STOCKHOLDERS
(DIVIDENDS REINVESTED)
The following table illustrates various returns for the Company's Common
Stock, the S&P 500 and the DJ Casinos Index, assuming $100 was invested in the
Company's Common Stock on March 31, 1991 in each of the foregoing indices and
assumes the reinvestment of any dividends (no dividends have been paid on the
Company's Common Stock).
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
3/91 3/92 3/93 3/94 3/95 3/96
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Players International, Inc...................................... 100 93 325 594 808 613
- -------------------------------------------------------------------------------------------------------------------------------
S&P............................................................. 100 111 128 130 150 198
- -------------------------------------------------------------------------------------------------------------------------------
DJ Casinos...................................................... 100 139 192 239 274 342
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
INTRODUCTION
Pursuant to SEC rules, the Compensation Committee of the Board of Directors
has prepared the following report for inclusion in this Proxy Statement
addressing the Company's executive compensation policies for Fiscal 1996. The
Compensation Committee is composed of three non-employee directors of the
Company: Marshall Geller (Chairman from September 1995 to September 1996),
Thomas Gallagher (Chairman from September 1996 to date) and Lee Seidler. See
'Compensation Committee Interlocks and Insider Participation.'
COMPENSATION POLICIES
The Company's compensation package consists currently of the following
major components: base salary, performance bonuses, stock options and stock
awards.
The Company's compensation policies for its senior executives are intended
to further the interests of the Company and its stockholders by encouraging the
growth of its business and its earnings on a stable and consistent basis through
securing, retaining and motivating management employees of high caliber who
possess skills useful to the development and growth of the Company. The Company
periodically assesses the compensation paid to its executives in order to
maximize the extent to which compensation may be deducted, for tax purposes, in
accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended.
The compensation package awarded to the Company's three principal executive
officers during Fiscal 1996 reflected the historical view of its Board of
Directors during the past year that the Company's Chairman, Vice Chairman and
President worked essentially as a team, with each of them contributing his own
area of expertise to the Company. For this reason, the Company established and
maintained similar base compensation for each of these officers during the year.
In prior years, when individual efforts merited additional recognition, the
Company supplemented the normal compensation package with awards of additional
compensation such as stock options or bonuses. No such awards were made in
Fiscal 1996 to the Company's three principal executive officers.
During Fiscal 1996 the Company's administrative offices were relocated to
Atlantic City and Howard Goldberg was named Chief Executive Officer, with the
responsibility to consolidate and streamline the Company's management functions
and structures.
BASE COMPENSATION
The base compensation paid to the Company's officers is influenced
significantly by the need to attract and retain management employees with high
levels of expertise. Moreover, the casino industry is continuing to undergo
growth within existing jurisdictions, as well as the periodic expansion into new
locations. This requires the Company to compete with other companies, some with
greater resources or locations perceived to be more desirable for relocation
than those of the Company, for the availability and services of a limited pool
of experienced and skilled managers. As employment opportunities have increased
within the gaming industry, the demand for senior managers has often exceeded
the supply of available skilled personnel.
The Compensation Committee has continued to review publicly available
information in the casino industry to determine the level of base compensation
necessary to remain competitive and to accomplish the goal of attracting and
retaining high caliber senior executives. The Compensation Committee believes
that the base compensation paid to its senior executives during Fiscal 1996 was
in the upper middle range of compensation for comparable positions in the casino
industry.
13
<PAGE>
As noted in the last annual report of the Compensation Committee, during
Fiscal 1995 the Compensation Committee and Company management implemented a
decision to eliminate the concept of 'guaranteed' bonus payments for senior
managers and establish base salaries at levels designed to take into account the
responsibilities and expectations placed upon these executives. During the
course of Fiscal 1996 several senior executives were added to the Company's
management, as part of a concerted effort to strengthen and broaden the
Company's administration of its existing properties. In the opinion of the
Compensation Committee, the levels of base compensation paid to the Company's
senior executives continue to be in the upper middle range of base compensation
paid in the casino industry, particularly in light of the fact that each of
these executives is eligible to receive discretionary performance bonuses, as
are the rest of the Company's senior management personnel.
PERFORMANCE BONUSES
The Company uses performance bonuses in its executive compensation packages
to recognize the achievement of certain goals by the Company as a whole and to
reward extraordinary performance by individual executives. In keeping with the
Company's philosophy to award executives for the impact that their decisions
have on the Company's and its subsidiaries' financial operations, the Company's
policy has been to make a distinction in how it awards bonus compensation to its
senior officers and to other members of its senior management staff. Performance
bonus payments granted to senior executive officers have generally been linked
to the net income earned by the Company. Bonus compensation awarded to the
Company's other senior management personnel has generally been more closely
aligned with the operating performance of the specific operating entity or
subsidiary for which the individual primarily works and is based upon
performance criteria related to that entity, usually measured at least in part
by its operating earnings rather than by the net income earned by the Company as
a whole. For Fiscal 1996 no performance bonuses were paid to senior executive
corporate personnel, in view of the net corporate earnings during the fiscal
year.
STOCK OPTIONS
The third component of the Company's compensation package consists of the
granting of stock options. Historically, the Company has relied heavily upon the
grant of stock options as part of its executive compensation policy. The Company
believes that the granting of stock options encourages its officers to achieve
long-term goals and objectives that are consistent with results that benefit the
Company's stockholders. In addition, in view of the entrepreneurial
opportunities available to individual executives in the casino industry, the
Company believes that the grant of an equity stake in the Company, in the form
of stock options, is important in attracting and retaining key executives.
As noted in its last annual report, the Compensation Committee last year
granted significant stock options to the three senior executive officers of the
Company. During Fiscal 1996 management recommended to the Compensation Committee
a comprehensive option program for all senior managers and certain of the
personnel at the several operating properties. In November 1995, the
Compensation Committee approved these recommendations, as a result of which
Peter Aranow and Steven Perskie were each granted 25,000 options as a part of
this program. All of the options were awarded at exercise prices equal to the
closing price of the Company's Common Stock on the date of the grant, and all
were issued in conformity with the general policy of the Compensation Committee
to provide a vesting schedule extending over a five year period from the date of
the grant, in equal annual installments of twenty percent (20%).
COMPENSATION AWARDED TO THE CHIEF EXECUTIVE OFFICER
In December, 1995, Howard Goldberg succeeded Edward Fishman as Chief
Executive Officer of the Company. Edward Fishman remains as Chairman of the
Board of Directors, and Mr. Goldberg continues to serve as President. As
previously noted and for the reasons indicated, the compensation policies of the
Company provided comparable compensation packages for the Chairman, Vice
Chairman and President during Fiscal 1996, so this change in responsibility did
not result in any changes in compensation for Mr. Goldberg or Edward Fishman.
For Fiscal 1996 each of the three
14
<PAGE>
senior executive officers received base compensation of $500,000. No bonus or
other form of incentive compensation was paid to any of the Company's three
senior executive officers during Fiscal 1996.
THE COMPENSATION COMMITTEE
Marshall Geller (Chairman, as of March 31, 1996)
Thomas Gallagher
Lee Seidler
COMPENSATION OF DIRECTORS
During Fiscal 1996, directors who were not also full-time employees of the
Company (Non-employee Directors) received compensation at an annual rate of
$40,000, payable in quarterly installments (the 'Annual Fee'), and options for
22,500 shares of the Company's Common Stock exercisable at a price equal to the
fair market value per share of Common Stock on the date of the grant, April 1,
1995 (the 'Annual Grant'). In addition, directors were paid an attendance fee of
$500 for actual attendance at Board or Committee meetings and $250 for
attendance by telephone at any such meetings. Fees for Committee meetings are
limited to one fee per day, in addition to any fee for attendance at a Board
meeting on that day. Committee Chairs also receive an additional fee of $3,500
per year (the 'Committee Chair Fee'). The Company reimburses the directors for
reasonable expenses incurred in attending Board or Committee meetings.
Effective October 1, 1996, the Company amended its compensation package for
Non-employee Directors to reduce the Annual Fee to $25,000 and increase the
Committee Chair Fee to $5,000; award a fair market value stock option grant for
22,500 shares on October 1, 1996, to the Non-employee Director nominees
disclosed herein (Messrs. Cohen, Gallagher, Geller, Green, Masson, Seidler and
Webb); reduce the size of the Annual Grant of options from 22,500 options to
5,000 options; and reset the award date for Annual Grants to the date of
election of directors at the Annual Meeting of Stockholders commencing with the
1997 Annual Meeting of Stockholders. The Company established in its stock-based
compensation program for Non-employee Directors an initial grant of 22,500 stock
options, exercisable at a price equal to the fair market value per share of
Common Stock on the date of grant, for each director who initially joins the
Board. Fifty percent (50%) of the October 1, 1996, option grant will vest as of
the date of the grant, with the balance vesting upon the first re-election to
the Board after completion of the first full year of service as a Director.
Future Annual Grants will be immediately exercisable as of the date of the
grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors are
Marshall Geller, Thomas Gallagher and Lee Seidler. Mr. Geller was a director of
Amerihost Properties, Inc. ('Amerihost') and the merchant banking firm with
which Mr. Geller was previously affiliated, Golenberg & Geller, Inc. ('GGI'),
served from February 1992 until May 1994 as a consultant to Amerihost for which
it received a monthly retainer. Amerihost is a party to a joint venture
agreement dated May 6, 1993, with the Company relating to the development and
operation of a hotel and ancillary facilities adjacent to the landing for the
Company's riverboat casino in Metropolis, Illinois (the 'Hotel Joint Venture').
For services that GGI rendered to Amerihost, including but not limited to its
introduction of Amerihost and the Company and its efforts relating to the Hotel
Joint Venture, Amerihost transferred, in 1994, a 12 1/2% interest from its share
of the Hotel Joint Venture to GGI. Mr. Gallagher has never served as an officer
of the Company or any of its subsidiaries. He is President and Chief Executive
Officer of The Griffin Group, with which the Company has material business
relationships. Mr. Gallagher is also President and Chief Executive Officer of
GG&E which owns and operates a casino hotel in Atlantic City, New Jersey.
The Company entered into a contract, dated July 18, 1995, with a subsidiary
of GG&E, for the production of theater shows at the Players Island Resort. Under
the contract, which expired on March 7, 1996, the Company paid an aggregate of
$396,000.
15
<PAGE>
The Company is a party to a license (the 'Griffin License') with The
Griffin Group, which is a company controlled by Mr. Merv Griffin. Pursuant to
the Griffin License, Mr. Griffin acts as the public representative for all of
the Company's riverboat and dockside casinos. In addition, Mr. Griffin provides
other services, principally of a promotional nature. The Company's right to
Mr. Griffin's services are exclusive in the riverboat and dockside casino
industry, except that Mr. Griffin has the right to represent casinos of GG&E.
GG&E currently has only one land-based casino in Atlantic City, New Jersey. Upon
the closing of GG&E's previously announced merger with Sun International, Sun
International will have the right to the services of Mr. Griffin with respect to
Sun International's land-based casinos in Atlantic City, New Jersey, the Bahamas
and Connecticut. In consideration of Mr. Griffin's services under the Griffin
License, the Company, in 1992, issued to The Griffin Group a warrant to purchase
2.1 million shares of Common Stock an exercise price of $2.67 per share (on a
split-adjusted basis). The warrant currently is outstanding and has not been
exercised. In addition, the Griffin License requires the Company to pay annual
fees to The Griffin Group for each riverboat casino complex equal to the greater
of (i) $50,000 or (ii) an amount based upon a percentage of the respective
casino's earnings per fiscal year before depreciation, interest and taxes
('EBDIT') for the year.
Subsequent to the end of Fiscal 1996, the Company and The Griffin Group
entered into an agreement to modify the Griffin License to reflect the extension
of its terms to the Company's second riverboat casino in Lake Charles and its
land-based casino in Mesquite effective as of the opening of each facility. The
EBDIT fees that would have been payable with respect to these two additional
facilities were replaced with one lump-sum payment of approximately $300,000 for
Mr. Griffin's services at these facilities through the period ending December
31, 1996. The parties will mutually determine prior to that date whether, and if
so, on what terms, the Griffin License will be extended beyond December 31,
1996.
CERTAIN TRANSACTIONS
During the year ended March 31, 1996, the Company purchased approximately
$1,052,000 of merchandise from Marketing Innovations International, Inc.
('MII'). Edward and David Fishman, along with their brother, Stanley Fishman
(who resigned as a director of the Company effective March 31, 1994), own a
majority of the common stock of MII. The Company expects to continue to purchase
merchandise from MII. In the opinion of the Company, the merchandise purchased
from MII, was acquired in arms'-length transactions at prices comparable to that
which could have been obtained from unaffiliated vendors for comparable
merchandise.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP was the Company's independent public accountant with
respect to the consolidated financial statements of the Company and its
subsidiaries during Fiscal 1996. A representative of Ernst & Young LLP is
expected to be present at the Meeting and will have the opportunity to make a
statement if the representative desires to do so. The representative is also
expected to be available to respond to appropriate questions of stockholders.
STOCKHOLDER PROPOSALS
All proposals that any stockholder of the Company desires to present at the
Annual Meeting of Stockholders in 1997 and to have included in the next Board of
Directors' proxy statement and form of proxy relating to that meeting must be
received by the Company no later than June 30, 1997.
16
<PAGE>
COST OF SOLICITATION OF PROXIES
The Company will bear the cost of the solicitation of the Board of
Directors' proxies for the Meeting, including the cost of preparing and
distributing material, the handling and tabulation of proxies received and
charges of brokerage houses and other institutions in forwarding such documents
to beneficial owners. In addition to the mailing of proxy material, solicitation
may be made in person or by telephone or telegraph by directors, officers or
regular employees of the Company, or by other persons who may be engaged to
perform soliciting activities.
ANNUAL REPORT ON FORM 10-K
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON SOLICITED BY THIS
PROXY STATEMENT, ON THE WRITTEN REQUEST OF SUCH PERSON, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR ITS MOST
RECENT FISCAL YEAR. SUCH WRITTEN REQUESTS SHOULD BE DIRECTED TO INVESTOR
RELATIONS DEPARTMENT, C/O PLAYERS SERVICES, INC. AT 800 BILBO STREET, LAKE
CHARLES, LOUISIANA 70601.
17
<PAGE>
PROXY
PLAYERS INTERNATIONAL, INC.
1300 ATLANTIC AVENUE, SUITE 800, ATLANTIC CITY, NEW JERSEY 08401
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of PLAYERS INTERNATIONAL, INC. (the 'Company')
hereby appoints EDWARD FISHMAM, HOWARD GOLDBERG and PETER ARANOW, and each of
them acting individually, as the attorney and proxy of the undersigned, with the
powers the undersigned would possess if personally present, and with full power
of substitution, to vote all shares of Common Stock of the Company at the Annual
Meeting of Stockholders of the Company to be held on November 14, 1996 at 10:00
a.m. at Renaissance St. Louis Hotel - Airport, 9801 Natural Bridge Road, St.
Louis, Missouri 63134, and any adjournment or postponement thereof, upon all
subjects that may properly come before the Meeting, including the matters
described in the Proxy Statement furnished herewith, subject to any directions
indicated below.
PROPOSAL 1 -- ELECTION OF DIRECTORS:
/ / FOR all nine nominees listed below.
/ / WITHHOLD AUTHORITY to vote for all nine nominees for director listed
below.
/ / FOR all nine nominees for director listed below, except WITHHOLD AUTHORITY
to vote for the nominee(s) whose name(s) is(are) lined through.
Nominees: Lawrence Cohen, Edward Fishman, Thomas E. Gallagher, Marshall S.
Geller, Howard Goldberg, Jay M. Green, Charles M. Masson, Lee Seidler and
Earl E. Webb.
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED 'FOR' THE NOMINEES OF THE BOARD OF DIRECTORS IN THE ELECTION OF DIRECTORS.
THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY
OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR
POSTPONEMENT THEREOF.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL MEETING,
THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH AND THE ANNUAL REPORT AND
HEREBY RATIFIES ALL THAT THE SAID ATTORNEYS AND PROXIES MAY DO BY VIRTUE HEREOF.
Dated: _____________________ , 1996
(Complete Date)
___________________________________
(Stockholder's Signature)
___________________________________
(Stockholder's Signature)
NOTE: Please mark, date and sign
this proxy card and return it in
the enclosed envelope. Please sign
as your name appears below. If
shares are registered in more than
one name, all owners should sign.
If signing in a fiduciary or
representative capacity, please
give full title and attach evidence
of authority. Corporations please
sign with full corporate name by a
duly authorized officer and affix
corporate seal.
