19
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1998
OR
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to
___________
Commission file number: 0-14897
PLAYERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)
95-4175832 (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. [ ]
As of July 17, 1998, the aggregate market value of the
registrant's Common Stock held by non-affiliates of the
registrants was not less than $128,000,000.
As of July 17, 1998, there were 31,941,737 shares of the
registrant's Common Stock outstanding, net of treasury stock.
GENERAL
Players International, Inc. (the "Company") hereby amends
its Annual Report on Form 10-K for the fiscal year ended March
31, 1998, by deleting its responses to Items 10, 11, 12 and 13
contained in its original filing and replacing such sections with
the following:
PART III
Item 10. Directors and Executive Officers of the Registrant
The directors and executive officers of the Company are as
follows:
PRESENT POSITION DIRECTOR
NAME WITH THE COMPANY SINCE AGE
Edward Fishman Chairman of the Board of 1985 55
Directors
Howard Goldberg President, Chief Executive 1986 53
Officer and Director
John Groom Executive Vice President, 1997 53
Chief Operating Officer and
Director
Marshall S. Director 1989 59
Geller (1)
Lee Seidler (2) Director 1987 63
Charles Masson Director 1996 45
Earl Webb (1) Director 1996 42
Lawrence Cohen Director 1996 40
(1) (2)
Vincent J. Director 1997 59
Naimoli
Alan R. Buggy Director 1997 49
Peter J. Aranow Executive Vice President -- 52
Finance, Chief Financial
Officer, Treasurer and
Secretary
Patrick H. Vice President and General -- 36
Madamba, Jr. Counsel
(1) Member of the Compensation Committee, of which Mr. Webb is
chairman.
(2) Member of the Audit Committee, of which Mr. Seidler is
chairman.
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.
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 as an officer, Mr. Goldberg was a director, and was the
managing shareholder practicing law in the Atlantic City, New
Jersey law firm of Horn, Goldberg, Gorny, Plackter, Weiss &
Perskie ("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 him from the firm is not affected by or dependent
upon fees paid by the Company to Horn, Goldberg. Mr. Goldberg
currently serves as a director of iMall, Inc.
John Groom joined the Company as Executive Vice President,
Operations in January, 1996, and became Chief Operating Officer
of the Company in September, 1996. From May, 1979 until January,
1995, Mr. Groom served in various executive management positions
within the Caesars organization at Caesars Atlantic City and
Caesars Palace Las Vegas.
Marshall S. Geller is the Chairman and Chief Executive
Officer of Geller & Friend Capital, a merchant banking investment
company. He was formerly interim President and Chief Operating
Officer of the Company from November, 1992, through April, 1993.
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 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., iMall, Inc., DataLink
Systems Corporation and Cabletel Communications Corporation.
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. Mr. Seidler was a Professor of
Accounting and Price Waterhouse Professor of Auditing at New York
University from 1965 to 1985.
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 1990 through 1993. Mr. Masson served as a director of
Griffin Gaming & Entertainment, Inc. ("GG&E") (formerly Resorts
International, Inc.) from November, 1993 until December, 1996.
Mr. Masson served as a director of Color Tile, Inc. from August,
1996 until July, 1997.
Earl E. Webb is a Managing Director and serves on the Board
of Directors of LaSalle Partners Incorporated and serves as 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.
Lawrence Cohen has served as President and Chief Executive
Officer of The Griffin Group since July 1, 1997. From 1988 to
June, 1997, he served as Executive Vice President and Chief
Financial Officer of The Griffin Group. 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 also served as
a director of Resorts International Hotel, Inc. from 1994 to
December, 1996. From 1994 until July, 1996, Mr. Cohen served as
a director of Liberty Broadcasting, Inc., a privately held
broadcasting company.
Vincent J. Naimoli has served as Chairman, President and
Chief Executive Officer of Anchor Industries International, Inc.,
a multi-industry, operating, holding and financial services
company since 1989 and as the Managing General Partner and Chief
Executive Officer of the Tampa Bay Devil Rays since 1995. Mr.
Naimoli served as a director of GG&E from May 1994 to December
1996, as Chairman, President and Chief Executive Officer of
Doehler-Jarvis, Inc., a designer and manufacturer of precision
aluminum castings, from 1991 to 1995, as Chairman, President and
Chief Executive Officer of Harvard Industries, Inc., an
automotive components company, from 1993 to 1997, and as
Chairman, President and Chief Executive Officer of Ladish
Company, Inc., a manufacturer of forged titanium and other metal
components, from 1993 to 1995. He serves on the Board of
Directors of Florida Progress Corporation and Russell-Stanley
Corporation.
Alan R. Buggy has served as the President and Chief
Executive Officer, and as a member of the Board of Directors of
The Chalfont Group, an investment company, since 1997. From 1994
to 1997, Mr. Buggy served as Managing Director of Price
Waterhouse. From 1990 to 1993, Mr. Buggy served as Executive
Chairman of ITC Entertainment Group. Mr. Buggy also served as
Managing Director of Samuel Montagu, Inc., a merchant banking
firm, from 1983 to 1990. From 1982 to 1983, he served as Senior
Vice President of American Scandinavian Bank, managing the
corporate finance and treasury divisions.
Peter J. Aranow joined the Company as an Executive Vice
President in May 1993, became Secretary in September 1993 and
Treasurer in March 1996. Mr. Aranow also served as Chief
Financial Officer of the Company from May 1993 until March 1996,
and from August 1997 to the present. From 1977 to May 1993, he
was a Senior Managing Director in the investment banking
department of Bear Stearns specializing in the gaming industry.
Patrick H. Madamba, Jr. was appointed Vice President and
General Counsel to the Company on June 10, 1997. Mr. Madamba
joined the Company in January 1995 as Vice President and
Associate General Counsel. From May, 1988 through January, 1995,
he was associated with the law firm of Horn, Goldberg. From 1985
through 1988, he held various positions at the Claridge Casino
Hotel in Atlantic City, New Jersey, including the position of
Regulatory Affairs Manager.
Howard Goldberg and Lee Seidler are brothers-in-law.
Section 16(a) - Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities and Exchange Act of 1934, as
amended, requires the Company's executive officers and directors
to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission. Executive
officers and directors are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such forms furnished to
the Company and written representations from the Company's
executive officers and directors, the Company believes that none
of its executive officers and directors failed to comply with
Section 16(a) reporting requirements in fiscal year 1998 except
for Edward Fishman, who filed in February, 1998, late reports
concerning transactions involving sales of 50,000 shares of
common stock during November, 1997 and 20,000 shares of common
stock during December of 1997.
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 and to each of the Company's other most highly
compensated executive officers as of March 31, 1998
(collectively, the "Named Executives"):
Summary Compensation Table
Annual Long-term
Compensation Compensation
All
Name and Fiscal Year Securities Other
Principal Ending Underlying Compen-
Position March 31 Salary Bonus Options/SARs sation
Howard 1998 $462,500 $476,250 230,000(1) -
Goldberg 1997 $475,000 - 600,000(2) -
President, 1996 $500,000 - - -
Chief
Executive
Officer
and
Director
Peter J. 1998 $262,500 $150,000 40,000(1) -
Aranow 1997 $300,000 - 150,000(3) -
Executive 1996 $350,000 - 25,000(4) -
Vice
President-
Finance
and Chief
Financial
Officer
John Groom 1998 $315,000 $300,000 140,000(1) -
Chief 1997 $300,000 - 100,000(5) -
Operating 1996 $ 54,918(6) - 100,000(6) -
Officer and
Director
Patrick 1998 $156,250 $110,000 30,000(1) -
Madamba, Jr. 1997 $139,829 $25,000 15,000(7) -
Vice 1996 $127,356 - 7,500(8) -
President and
General
Counsel
_____________
(1) Relates to options granted on November 19, 1997, with an
exercise price of $3.125 per share. The options vest 25% on
the date of the grant and on each of the first through third
anniversaries of the date of the grant.
(2) Includes 375,000 shares subject to options granted on
September 19, 1996, with an exercise price of $7.70 per
share which vests 100% on date of issuance and 225,000
shares subject to options granted on September 19, 1996,
with an exercise price of $8.47 which vests 20% on date of
the grant and on each of the first through fourth
anniversaries of the date of grant.
(3) Includes 50,000 shares subject to options and
100,000 Stock Appreciation Rights ("SARs") granted on
September 19, 1996, with an exercise price of $7.70
per share. The options vest 20% on the date of the grant
and on each of the first through fourth anniversaries of the
date of the grant. The SARs vest upon a change of control.
(4) 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.
(5) Includes 100,000 shares subject to options granted
on September 19, 1996, with an exercise price of $7.00 per
share. The options vest 20% on each of the first
through fifth anniversaries of the date of the grant.
(6) Represents fiscal year compensation following January 25,
1996 for John Groom, the date when he became an employee of
the Company. Includes 100,000 shares subject to options
granted on January 24, 1996, with an exercise price of
$9.25 per share. The options vest 20% on each of the first
through fifth anniversaries of the date of the grant.
(7) Includes 15,000 shares subject to options granted on
September 19, 1996, with an exercise price of $7.70 per share.
The options vest 20% on date of the grant and on each of the
first through fourth anniversaries of the date of grant.
(8) Includes 7,500 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.
No other annual compensation or long-term incentive plan payouts
were paid during the fiscal year ending March 31, 1998.
Stock Option Grants
The following table relates to options granted to the
Named Executives during the fiscal year ended March 31, 1998.
Option Grants in Last Fiscal Year
Potential
Realizable Value
at Assumed
Individual Grants Annual Rates of
Stock Price
Appreciation for
Option Terms
% of Total Exer-
Options cise
Options Granted to Price Expira-
Granted Employees Per tion
Name (1) in Fiscal Yr. Share Date 5% 10%
Howard 230,000 36.28 $3.13 11/19/07 $452,018 $1,145,502
Goldberg
Peter J. 40,000 6.31 $3.13 11/19/07 $ 78,612 $ 199,218
Aranow
John 140,000 22.08 $3.13 11/19/07 $275,141 $ 697,262
Groom
Patrick 30,000 4.73 $3.13 11/19/07 $ 58,959 $ 149,413
Madamba,
Jr.
(1) The options in this table were granted in fiscal year 1998
and have an exercise price equal to the fair market value of the
Company's common stock on the date of grant.
Stock Option Exercises
The following table relates to options exercised during
the fiscal year ended March 31, 1998 and options outstanding at
year end.
Aggregated Option Exercises in Last
Fiscal Year and Fiscal Year End Option Values
Number of Value of Unexercised
Unexercised In-the-Money
Options at Options at March 31
Shares March 31, 1998 1998(1)
Acquired
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable Unexercisable
Howard - - 578,750 307,500 $104,248 $312,743
Goldberg
Peter J. - - 175,000 175,000 $ 18,130 $ 54,390
Aranow
John - - 95,000 245,000 $ 63,455 $190,365
Groom
Patrick - - 13,500 31,500 $ 13,598 $ 40,793
Madamba, Jr.
(1) Based upon the aggregate sum of the positive difference
between the Nasdaq National Market closing quotation for the
Common Stock on March 31, 1998 and the exercise price for
each option.
COMPENSATION OF DIRECTORS
Each director not employed by the Company ("Non-Employee
Director") is paid a retainer at an annual rate of $25,000,
payable in quarterly installments. Each Non-Employee Director
who is a Chairman of a Board Committee is paid a Chairman's fee
at an annual rate of $5,000, also payable in quarterly
installments. In addition, directors are paid an attendance fee
of $1,000 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. The Company reimburses the directors for reasonable
expenses incurred in attending Board or Committee meetings.
Upon election to the Board, Non-Employee Directors receive
an initial stock option grant of 22,500 shares, exercisable at a
price equal to the fair market value per share of common stock on
the date of grant. Fifty percent (50%) of the initial 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. Subsequent future annual
grants ("Future Annual Grant") of 5,000 stock options are granted
upon each re-election to the Board. Future Annual Grants are
immediately exercisable as of the date of the grant.
EMPLOYMENT AND CHANGE OF CONTROL AGREEMENTS
The Company has entered into employment agreements with
three executives, Howard A. Goldberg, Peter J. Aranow and Patrick
Madamba, Jr. ("Employment Agreements"). The Company has entered
into a change of control agreement with John Groom.
Employment Agreements for Howard A. Goldberg and Peter J.
Aranow. In 1996, the Company entered into new Employment
Agreements with Howard A. Goldberg and Peter J. Aranow to replace
their 1993 agreements. Mr. Goldberg's Employment Agreement
extends to September 30, 1999, and Mr. Aranow's Employment
Agreement extends to September 30, 1998. During the terms of
the respective Employment Agreements, Mr. Goldberg will serve as
Chief Executive Officer of the Company, and Mr. Aranow will serve
as Executive Vice President-Finance and Treasurer of the Company.
Mr. Goldberg's base compensation will be not less than $450,000
per year. Mr. Aranow's base compensation will be not less than
$300,000 per year for the period through March 31, 1997 and
$250,000 for the balance of the term of the Employment Agreement.
The Board may grant discretionary bonuses and stock-based
compensation. The executives, their spouses and dependents will
be provided with welfare and retirement benefit coverages
pursuant to the Employment Agreements.
If the Company terminates an executive's employment without
cause (as defined in the applicable Employment Agreement), for a
reason other than death or disability, or in the event of
constructive termination (as defined in the applicable Employment
Agreement), the executive will be entitled to receive severance
compensation upon his execution of a release of the Company as to
all matters arising in connection with his employment and
termination. If the Employment Agreement expires at the end of
its present term or at the expiration of any renewal and the
Company has not given six months prior notice of its intention
not to renew, the executive will receive severance compensation
upon execution of a release of the Company. The severance
compensation payable upon expiration of Mr. Goldberg's Employment
Agreement on September 30, 1999, or Mr. Aranow's Employment
Agreement on September 30, 1998, will consist of continued base
compensation for a period of six months less the number of months
of non-renewal notice provided by the Company. The severance
compensation payable in the other circumstances described above
will consist of continued base compensation and performance
bonuses for a period of 12 months following his termination of
employment or, if longer, to the end of the term of the
Employment Agreement. The executive may elect to have the
present value of the base compensation payments paid in a lump
sum after his termination of employment. In addition, the
executive will immediately vest in all stock options previously
granted to him and may exercise the options for 12 months
following his date of termination, but in no event beyond the
expiration of the option term; provided, however, that such
accelerated vesting and continued exercisability shall not apply
to the Non-Qualified Stock Option and Stock Appreciation Right
granted to Mr. Aranow on September 19, 1996. The executive will
continue to participate in the Company's applicable employee
benefit programs during the period for which he receives
severance compensation (without regard to whether payments are
made in a lump sum), unless the Company provides him with a
payment equal to the cost of such coverage.
If a change of control occurs and the Company terminates the
executive's employment without cause (including constructive
termination), or, in the case of Mr. Goldberg, if the executive
terminates employment within 180 days following a change of
control because there has been a change of circumstances with the
Company that affects his position or responsibilities such that
he is no longer able to discharge his duties and responsibilities
effectively, the executive will be entitled to receive severance
compensation. In addition, if a change of control occurs and the
executive's employment is terminated without cause (including
constructive termination) within six months before the change of
control, the executive will be entitled to receive severance
compensation. As severance compensation under this paragraph,
the executive will receive a lump sum payment equal to the
present value of the base compensation that would be due him for
a period of 36 months following his termination of employment,
based on his average annual base compensation for the 36-month
period preceding his termination, and a lump sum payment equal to
the present value of the aggregate performance bonuses that he
received for the 36-month period preceding his termination (or,
in the case of Mr. Goldberg, if greater, 150% of the largest
performance bonus paid to him during the 36-month period). The
executive will immediately vest in all stock options previously
granted to him and may exercise the options for 12 months
following his date of termination, but in no event beyond the
expiration of the option term. The executive will continue to
participate in the Company's applicable employee benefit programs
during the period for which he receives severance compensation
(without regard to whether payments are made in a lump sum),
unless the Company provides him with a payment equal to the cost
of such coverage.
The benefits provided under the Employment Agreements in the
event of a change of control are limited by the Internal Revenue
Code parachute provisions. If and to the extent that the
benefits to be provided under the Agreements are considered
"excess parachute payments" under section 280G of the Internal
Revenue Code, the benefits will be reduced to the maximum amount
that may be paid under section 280G without resulting in the
imposition of penalties on "excess parachute payments."
For purposes of the Employment Agreements, the occurrence of
any of the following events will be considered a change in
control: (i) any person (except The Griffin Group, Inc., Company
management as of the effective date of the Agreements, the
Company or any employee benefit plan of the Company), shall
become the beneficial owner of 30% or more of the Company's
voting stock; (ii) consummation by the Company of a merger or
similar transaction with respect to which the persons who were
the beneficial owners of the Company's voting stock immediately
before the transaction do not, following the transaction,
beneficially own more than 50% of the then outstanding shares of
voting stock in substantially the same proportion as their
ownership before the transaction; (iii) a complete liquidation
or dissolution of the Company; (iv) a sale or other disposition
of all or substantially all the assets of the Company other than
to a corporation with respect to which, following such sale or
disposition, more than 50% of the voting stock is owned
beneficially by the persons who were the beneficial owners of the
Company's voting stock immediately before such sale or
disposition in substantially the same proportion as their
ownership before the sale or disposition; (v) individuals who, as
of the beginning of any 24-month period, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any individual who
becomes a director after the beginning of such period and whose
election or nomination was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection
with an actual or threatened Board election contest; or (vi) a
"change in control" (as defined in the form of indenture
governing any indebtedness of the Company) shall have occurred.
If the Company terminates the executive's employment because
of the termination of his license to take part in the casino and
gaming business in any state in which the Company conducts
business, the executive will receive continued base compensation
for six months after his termination (or 12 months if the loss of
license was not the result of an activity that the executive knew
or should have known would result in the loss of his license).
If the executive dies, his base compensation will continue
to be paid for three months following the month of his death. If
the executive is disabled, he will be entitled to benefits
payable under applicable plans of the Company. In the event of
death or disability, the Company will also pay a proportionate
portion of any performance bonus for the year in which his death
or disability occurs or, if performance results are not
available, the applicable portion of the performance bonus paid
to the executive for the prior year.
If the executive voluntarily terminates employment or the
Company terminates his employment for cause, the executive will
be prohibited from engaging in competition with the Company for
one year following such termination. If the executive is
terminated on any other basis resulting in payments under the
Employment Agreement (without regard to whether the payments are
made in a lump sum), the executive will be prohibited from
engaging in competition with the Company for a period equal to
the payment period.
Employment Agreement for Patrick Madamba, Jr. In 1997, the
Company entered into a new Employment Agreement with Patrick
Madamba, Jr. to replace his 1995 agreement. Mr. Madamba's
Employment Agreement extends to January 22, 1999. During the
term of the Employment Agreement, Mr. Madamba will serve as Vice
President and General Counsel of the Company. Mr. Madamba's base
compensation will be not less than $150,000 per year for the
period commencing January 23, 1997 through January 22, 1999. The
Board may grant discretionary bonuses and stock-based
compensation. The executive and his spouse and dependents will
be provided with welfare and retirement benefit coverages
pursuant to the Employment Agreement.
If the Company terminates the executive's employment without
cause (as defined in the Employment Agreement), for a reason
other than death or disability, or in the event of constructive
termination (as defined in the Employment Agreement), the
executive will be entitled to receive severance compensation
consisting of continued base compensation through the end of the
term of the Employment Agreement, payable in a lump sum.
If a change of control occurs and the Company terminates the
executive's employment without cause (including constructive
termination) within two years after the change of control or
within six months before the change of control, the executive
will be entitled to receive severance compensation. As severance
compensation, the executive will receive a lump sum payment equal
to the present value of the base compensation that would be due
him for a period of 36 months following his termination of
employment, based on his average annual base compensation for the
36-month period preceding his termination, and a lump sum payment
equal to the present value of the aggregate performance bonuses
that he received for the 36-month period preceding his
termination. The executive will immediately vest in all stock
options previously granted to him and may exercise the options
for 12 months following his date of termination, but in no event
beyond the expiration of the option term. The executive will
continue to participate in the Company's applicable employee
benefit programs during the period for which he receives
severance compensation (without regard to whether payments are
made in a lump sum), unless the Company provides him with a
payment equal to the cost of such coverage. "Change of control"
has the meaning described in the section above entitled
"Employment Agreements for Howard A. Goldberg and Peter J.
Aranow." The benefits provided under the Employment Agreement in
the event of a change of control are limited by the Internal
Revenue Code parachute provisions, as described in the section
above entitled "Employment Agreements for Howard A. Goldberg and
Peter J. Aranow."
If the executive voluntarily terminates employment with the
Company (unless he terminates employment after the expiration of
the term of the Employment Agreement because of the Company's
failure to renew the Agreement on at least as favorable terms as
the current Agreement), or if the Company terminates the
executive's employment for cause, the executive is prohibited
from engaging in competition with the Company for one year
following such termination.
Change of Control Agreement. The Company has entered into a
change of control agreement ("Agreement") with John Groom that
will provide severance benefits in the event Mr. Groom's
employment is terminated as a result of a change of control of
the Company. If the Company terminates Mr. Groom's employment
other than for cause (as defined in the Agreement) within two
years after a change of control or within six months before a
change in control, or if Mr. Groom terminates employment for good
reason (as defined in the Agreement) within such period, Mr.
Groom will be entitled to receive severance benefits. The
severance benefits include a lump sum payment equal to the
present value of Mr. Groom's base compensation that would be due
to him for a period of 36 months following his termination of
employment, based on his average annual base compensation for the
36-month period preceding his termination, and a lump sum payment
equal to the present value of the aggregate performance bonuses
that the executive received for the 36-month period preceding his
termination. In addition, Mr. Groom will continue to participate
in the Company's applicable employee benefit programs during the
period for which he receives severance benefits, unless the
Company provides Mr. Groom with a payment equal to the cost of
such coverage. The benefits under the Agreement are limited,
however, by the Internal Revenue Code parachute provisions, as
described in the section above entitled "Employment Agreements
for Howard A. Goldberg and Peter J. Aranow."
For purposes of the Agreement, the occurrence of any of the
change of control events described above under "Employment
Agreements for Howard A. Goldberg and Peter J. Aranow" will be
considered a change of control, unless the Board determines
otherwise before the event occurs. An event may be considered a
change of control for purposes of other plans or agreements of
the Company without being considered a change of control for
purposes of this Agreement.
The Agreement will continue through December 31, 1998,
provided that if a change of control occurs during the term of
the Agreement, the Agreement will automatically continue in
effect for 24 months after the month in which the change of
control occurs.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth, as of the close of business
on July 17, 1998, 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 ownership information is presented as of December
31, 1997, 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 SHARES PERCENT
BENEFICIALLY OF CLASS
NAME OF BENEFICIAL OWNER OWNED BENEFICIALLY OWNED
The Griffin Group, Inc. (1) 4,267,350(2) 13.08%
Edward Fishman 1,486,843(3) 4.56%
Howard Goldberg 944,330(4) 2.85%
Lawrence Cohen 248,600(5) *
John Groom 236,500(6) *
Marshall S. Geller 211,127(7) *
Lee Seidler 195,250(8) *
Peter J. Aranow 77,500(9) *
Charles M. Masson 27,500(10) *
Earl E. Webb 27,500(10) *
Patrick Madamba, Jr. 13,500(11) *
Vincent Naimoli 13,250(12) *
Alan Buggy 11,250(12) *
All directors and
executive officers as a 3,493,150 10.34%
group (12)
Legg Mason, Inc.(1) 2,485,000(13) 7.62%
Dimensional Fund 2,029,400(14) 6.22%
Advisors, Inc.(1)
* Less than 1%.
(1) The address of The Griffin Group, Inc. ("Griffin Group") is
780 Third Avenue, Suite 1801, New York, New York 10017. The
address for Legg Mason is 100 Light Street, Baltimore,
Maryland 21202. The address for Dimensional Fund Advisors,
Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica,
California 90401.
(2) Based upon information contained in Amendment No. 3 to
Schedule 13D, dated January 31, 1997, as filed with the SEC.
The holdings do not include the holdings of Lawrence Cohen,
President and Chief Executive Officer of The Griffin Group.
(3) Includes 5,000 shares that are subject to options that are
exercisable within 60 days of July 17, 1998 ("currently
exercisable") and 60,000 shares held in trust in the name of
Edward Fishman's children.
(4) Includes 18,400 shares held in trust and in thename of Mr.
Goldberg's family members and 578,750 shares that are
subject to currently exercisable options.
(5) Includes 27,500 shares that are subject to currently
exercisable options.
(6) Includes 95,000 shares that are subject to currently
exercisable options and 126,500 shares in which Mr. Groom has
shared voting and investment power.
(7) Includes 146,627 shares that are subject to currently
exercisable options.
(8) Includes 151,250 shares that are subject to currently
exercisable options.
(9) Includes 62,500 shares that are subject to currently
exercisable options.
(10) Includes 27,500 shares that are subject to currently
exercisable options.
(11) Includes 13,500 shares that are subject to currently
exercisable options.
(12) Includes 11,250 shares that are subject to currently
exercisable options.
(13) Reflects holdings as of December 31, 1997 reported in
Schedule 13G filed with the SEC. The shares are held by
Legg Mason Special Investment Trust, Inc., with Legg Mason
Fund Advisor, Inc. having power to dispose thereof.
(14) Reflects holdings as of December 31, 1997 reported in
Schedule 13G filed with the SEC. All securities reported are
owned by advisory clients of Dimensional Fund Advisors, Inc.
Dimensional Fund Advisors, Inc. disclaim beneficial ownership of
all such securities. The total amount beneficially owned
includes 2,029,400 shares subject to sole dispositive power and
1,330,050 shares subject to sole voting power. Persons who are
officers of Dimensional Fund Advisors, Inc. also serve as
officers of DFA Investment Dimension Group, Inc. (the "Fund") and
the DFA Investment Trust Company (the "Trust"), each an open-end
management investment company registered under the Investment
Company Act of 1940. In their capacities as officers of the Fund
and the Trust, those persons vote 222,900 additional shares which
are owned by the Fund and 476,250 shares which are owned by the
Trust (included in beneficial shares owned).
Item 13. Certain Relationships and Related Transactions
During fiscal year 1998, the Company had no transactions in
which any director of the Company or any member of the immediate
family of any such director had a material direct or indirect
interest reportable under the applicable rules of the SEC.
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 24, 1998 By /s/ Peter J. Aranow
Peter J. Aranow
Executive Vice President Finance,
Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer)
