18
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1996
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to
___________
Commission file number: 0-14897
PLAYERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 95-4175832
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
Suite 800, 1300 Atlantic Avenue, Atlantic City, New Jersey
(Address of principal executive offices)
08401
(Zip Code)
(609) 449-7777
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.005 par value
Indicate by check mark 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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant was approximately $253,806,124
million at July 19, 1996. Such aggregate value was computed by
reference to the closing price of the Common Stock as reported on
the Nasdaq National Market of The Nasdaq Stock Market on July 19,
1996. For purposes of making this calculation only, the
registrant has defined affiliates as including all directors and
beneficial owners of more than ten percent of the Common Stock
of the Company.
As of July 19, 1996, there were 29,859,544 shares of the
registrant's Common Stock outstanding.
Documents Incorporated by Reference: None
TABLE OF CONTENTS
PART III Page Number
Item 10. Directors and Executive Officers of
the Registrant 3
Item 11. Executive Compensation 5
Item 12. Security Ownership of Certain
Beneficial Owners and Management 8
Item 13. Certain Relationships and Related
Transactions 10
Preliminary Note:
This Form 10-K/A-1 is being filed to report Part III
information in lieu of the incorporation of such information by
reference to Players International, Inc.'s definitive proxy
material for its 1996 Annual Meeting of Stockholders.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning directors of Players International,
Inc. ("the Company"), as of July 19, 1996, is as follows:
Direc
Director Name Present Position(s) With The tor Age
Company Since
Edward Fishman Chairman of the Board of 1985 53
Directors
David Fishman Vice Chairman of the Board of 1985 48
Directors
Howard President, Chief Executive 1986 51
Goldberg Officer and Director
Steven P. Perskie Executive Vice President, 1994 51
General Counsel and Director
Thomas E. Gallagher (1)(2) Director 1992 51
Marshall S. Geller (1)(2) Director 1989 57
Lee Seidler (1)(2) Director 1987 61
_________
(1) Member of the Audit Committee, of which Mr. Seidler is
Chairman.
(2) Member of the Compensation Committee, of which Mr. Geller is
Chairman.
Edward Fishman has served as Chairman of the Board of the
Company since 1985. Mr. Edward Fishman served as Chief Executive
Officer from 1985 until December 1995 and served as President
during May 1993. His principal activities for the Company relate
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.
David Fishman has served as the Company's Vice Chairman of
the Board since 1985 and he served as Secretary from 1985 until
May 1993. His principal activities for the Company relate to
overall supervision of the design and development of projects.
Howard 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 firm.
Thomas E. Gallagher has been President and Chief Executive
Officer of The Griffin Group, Inc. ("The 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 Griffin Gaming & Entertainment, Inc.
(formerly Resorts International Inc.) a publicly traded company
("GG&E"), which owns and operates a casino hotel in Atlantic
City, New Jersey. 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 the Chairman
of the Compensation Committee. From 1991 through 1995, Mr.
Geller was the Senior Managing Partner and founder of Golenberg &
Geller, Inc., a merchant banking investment company. 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 was formerly the
interim Co-Chairman of Hexcel Corporation and is still on the
Board of Directors. Mr. Geller is a director of Value Vision
International, Inc. and serves as Chairman of their Investment
Committee. He also serves on the Boards of Ballantyne of Omaha,
Inc., Styles-on-Video, Inc. and Dycam, 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.
Steven P. Perskie joined the Company's Board of Directors
and became a Vice President and its General Counsel in May 1994
and became Executive Vice President in March 1995. His
responsibilities include the supervision of the Company's legal
affairs and the development of opportunities for the Company in
new and emerging gaming jurisdictions and strategic planning.
From 1990 to May 1994, he served as Chairman of the New Jersey
Casino Control Commission (the "NJCCC"). Prior to joining the
NJCCC, he served from January to October 1990 as Chief of Staff
to Governor Jim Florio of the State of New Jersey. For seven
years prior to October 1989, he was a judge of the Superior Court
in the State of New Jersey. He also served from 1971 through
1982 in the New Jersey Legislature, first as a member of the
General Assembly and then as a member of the Senate. As a state
legislator, he was the author and principal sponsor of the New
Jersey Casino Control Act in 1977.
Edward and David Fishman are brothers. Howard Goldberg and
Lee Seidler are brothers-in-law.
Information concerning the Company's executive officers who
are not directors has previously been discloses under Part I,
Item 4 of the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996.
ITEM 11. 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 Howard Goldberg, the Company's Chief
Executive Officer since December, 1995 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
Annual Compansation Long-Term Compensation
Fiscal
Name and Year Other Restricted Securitie All
Principal Ending Salary Bonus Annual Stock Underlying Other
Position March Compensation Award Options Compensation
Edward 1996 $500,000 - $2,000(1) - -0- -
Fishman 1995 $500,000 $250,000 - - 600,000(2) -
Chairman 1994 $325,000 $437,500 - - - $5,175
of the
Board &
Director
David 1996 $500,000 - $2,000(1) - -0- $4,074(3)
Fishman 1995 $500,000 $250,000 - - 600,000(2) $13,400(4)
Vice 1994 $325,000 $437,500 - - - 3,645
Chairman
of
the
Board
and
Director
Howard 1996 $500,000 - $2,000(1) - -0- $4,842(3)
Goldberg 1995 $500,000 $250,000 - - 600,000(2) $6,088(4)
President 1994 $283,214(5) $437,500 $5,500 $887,599(7) 431,250(8) 3,595
& Chief
Executive
Officer
Director
Peter J. 1996 $350,000 - - - 25,000(9) $6,464(3)
Aranow 1995 $300,000 $150,000 - - 45,000(10) $4,404(4)
Executive 1994 $170,470(5)$250,000 - $177,500(11) 225,000(12) 3,705
Vice
President
Finance
Steven P. 1996 $325,000 - - - 25,000(9) -
Perskie 1995 $122,019(5)$150,000 - - 150,000(13) $6,079(4)
Perskie 1994 - - - - - -
Executive
Vice
President,
General
Counsel
and
Director
_______________
(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
(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 the following life insurance premium payments
made by the Company during Fiscal 1995 with respect to
policies for which the beneficiary is not the Company: David
Fishman ($2,900); Howard Goldberg ($3,595); and Peter Aranow
($2,519). Also includes $10,500 in prerequisites for Mr.
David Fishman, $2,493 in additional disability income
protection for Mr. Goldberg, $1,885 in additional disability
income protection for Mr. Aranow and $6,079 in reimbursed
COBRA payments for Mr. Perskie.
(5) 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.
(6) Represents directors fees before Howard Goldberg became an
officer.
(7) 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.
(8) Includes 375,000 shares subject to options granted on May
19, 1993 with an exercise price of $11.83 per share. The
options vest at 18,750 shares per month during the first
year and 6,250 per month in the second and third years.
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.
(9) Includes 25,000 shares subject to options granted on
November 17, 1995 with an exercise price of $13.56 per
share. The options vest 20% on each of the first through
fifth anniversaries of the date of the grant.
(10) 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.
(11) 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.
(12) Represents grant of options to purchase 225,000 shares on
Mary 26, 1993 with an exercise price of $11.83 per share.
The options vest in equal monthly installments over 36
months.
(13) Includes 150,000 shares subject to options granted on May 2,
1994, with an exercise price of $13.25 per share. 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.
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
Potential Realizable Value
at Assumed Annual Rates
of Stock Price Appreciation
for Option Terms
______________Individual Grants____________________________
% of
Total
Options
Granted Exercise Expira-
Name Options to Price tion 5% 10%
Granted Employees Per Date
in Share
Fiscal
Year
Edward - - - - - -
Fishman
David - - - - - -
Fishman
Howard - - - - - -
Goldberg
Peter J. 25,000(1) 5.4% 13.56 11/17/02(1) 98,004 217,922
Aranow
Steven P.25,000(1) 5.4% 13.56 11/17/02(1) 98,004 217,922
Perskie
(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.
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
Number of Value of
Shares Unexercised Unexercised
Acquir Value Options at In-the-Money
Name ed on Realiz March 31, 1996 Options
Exerci ed(1) Exercisable at March 31,
se Unexercisable 1996(2)
Exercisable
Unexercisable
Edward - - 120,000 480,000 - -
Fishman....
....
David - - 345,000 480,000 $734,760 -
Fishman....
......
Howard 45,000 $674,187 538,750 492,500 $183,690 -
Goldberg...
...
Peter J. - - 221,500 73,500 - -
Aranow.....
....
Steven P. - - 30,000 145,000 - -
Perskie....
...
(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) 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.
Employment Agreements
Mr. 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. His initial annual
contractual salary was $135,000, with minimum increases of
$50,000 in the second and third years. Under the terms of the
agreement, upon joining the Company he received a five-year
option to purchase 150,000 shares, exercisable in installments at
$13.25 per share. Mr. Perskie's agreement contains certain
restrictions on competitive activities after the termination of
employment.
Compensation of Directors
During Fiscal 1996, directors who were not also full-time
employees of the Company received compensation at an annual rate
of $40,000, payable in quarterly installments, 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). 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 Company reimburses the directors for
reasonable expenses incurred in attending Board or Committee
meetings.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of the close of business
on July 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, and (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. As noted
below, certain information is presented regarding more than 5%
beneficial ownership of Common Stock as of December 31, 1995, the
last date for reporting significant ownership positions by
certain institutions under Securities and Exchange Commission
("SEC") rules. Each of the persons listed below has sole voting
and investment power with respect to such shares, unless
otherwise indicated.
Number of Percent of
Name of Beneficial Owner (1) Shares Class
Beneficially Beneficially
Owned Owned
The Griffin Group, Inc. 4,267,350(2) 13.5%
Edward Fishman 1,399,959(3) 4.7%
David Fishman 563,336(4) 1.9%
Thomas E. Gallagher 1,051,050(5) 3.5%
Howard Goldberg 886,830(6) 2.9%
Marshall S. Geller 141,627(7) *
Steven P. Perskie 60,000(8) *
Lee Seidler 145,250(9) *
Peter J. Aranow 258,000(10) *
Henry M. Applegate, III - -
All directors and executive officers 4,506,052(11) 14.2%
as a group (9 persons)
Chancellor Capital Management, Inc. 2,327,050(12) 7.8%
Neuberger & Berman L.P. 1,539,600(13) 5.2%
_________
* Less than 1%.
(1) The address of The Griffin Group is 780 Third Avenue, Suite
1801, New York, New York 10017. The address of Edward
Fishman and David Fishman is 5142 Clareton Drive, Suite 110,
Agoura Hills, Los Angeles, California 91301. The address of
Thomas Gallagher is c/o The Griffin Group, 780 Third Avenue,
Suite 1801, New York, New York 10017. The address of Howard
Goldberg, 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, #1770, Los Angeles,
California 90067. The address of Lee Seidler is c/o Bear
Stearns & Co. Inc., 245 Park Avenue, New York, New York
10041. All of the individuals named in the table, except
Peter J. Aranow and Henry M. Applegate, III, are directors
of the Company.
(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, President and Chief Ececutive Officer of
GG&E and a director of the Company) or 116,100 shares of
Common Stock and 105,000 shares subject to License Warrants
that are owned by another executive of the The Griffin Group
who is not otherwise associated with the Company.
(3) Includes 150,000 shares that are subject to options that are
exercisable within 60 days of July 19, 1996 ("currently
exercisable") and 60,000 shares held in trust in the name of
Edward Fishman's children.
(4) Includes 262,500 shares that are subject to currently
exercisable options.
(5) Includes 101,250 shares that are subject to currently
exercisable options and 315,000 shares subject to currently
exercisable License Warrants.
(6) Includes 48,267 shares held in trust and in the name of Mr.
Goldberg's children and father-in-law and 581,250 shares
that are subject to currently exercisable options.
(7) Includes 119,127 shares subject to currently exercisable
options.
(8) Includes 60,000 shares subject to currently exercisable
options.
(9) Includes 101,250 shares that are subject to currently
exercisable options.
(10) Includes 243,000 shares subject to currently exercisable
options.
(11) Includes 1,933,377 shares that are subject to currently
exercisable options and warrants.
(12) Reflects holdings as of December 31, 1995 reported in
Schedule 13G filed with the SEC. The beneficial owners'
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.
(13) 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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee of the Board of
Directors are Marshall Geller (Chairman), 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 Griffin Entertainment, Inc., an affiliate of The Griffin
Group and at the time of entry into the contract 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 to Griffin Entertainment,
Inc.
The Company is a party to a license (the "Griffin License")
with The Griffin Group, which is a company controlled by Mr. Merv
Griffin, a major stockholder of the Company, under which 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. This relationship with Mr. Griffin is designed to
develop, on the Company's behalf, a high profile in new markets
and access to national media. The Company features Mr. Griffin
in print, radio and television advertisements. 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, although GG&E is
believed to be examining the possibility of developing riverboat
and other land-based casinos at one or more locations. 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.
The Griffin License has an initial four-year term expiring
December 31, 1996; provided, however, the fee payable under
clauses (i) or (ii) is not payable with respect to the Metropolis
Complex and the Company's original riverboat at the Lake Charles
Complex through December 31, 1996. The EBDIT fee payable to The
Griffin Group is payable in the following cumulative amounts: to
the extent that EBDIT per complex is $15 million or less, the
payment is two-thirds of 1% of EBDIT (against which any minimum
$50,000 payment for the particular riverboat will be credited);
to the extent that EBDIT per complex is more than $15 million but
not more than $30 million, the additional payment is 1% of EBDIT
in excess of $15 million; and to the extent that EBDIT per
complex is more than $30 million, the additional payments will be
1-1/2% of EBDIT in excess of $30 million. The Griffin Group also
is entitled to reimbursement of certain expenses and
indemnification against certain claims. Mr. Griffin will be
entitled to additional compensation, as negotiated in good faith,
if he hosts, produces or performs in any shows at a Company
casino.
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 Other 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 is at prices
comparable to that which could have been obtained from
unaffiliated vendors for comparable merchandise.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities 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: July 29, 1996 /s/ Henry M. Applegate
Henry M. Applegate
Senior Vice President and Chief
Finanical Officer
Date: July 29, 1996 /s/ Peter J. Aranow
Peter J. Aranow
Executive Vice President - Finance,
Treasurer and Secretary
