PLAYERS INTERNATIONAL INC /NV/
8-K, 1999-12-15
MISCELLANEOUS AMUSEMENT & RECREATION
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  ____________


                                   FORM 8-K


                                CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



   Date of Report (Date of earliest event reported)       DECEMBER 1, 1999
                                                     --------------------------



                         PLAYERS INTERNATIONAL, INC.
                        -----------------------------
            (Exact Name of registrant as specified in its charter)



          NEVADA                        0-14897              95-4175832
- --------------------------------    ---------------        ----------------
(State or other jurisdiction of      (Commission            (I.R.S. Employer
incorporation or organization        File Number)           Identification No.)



        1300 ATLANTIC AVENUE, SUITE 800                           08401
          ATLANTIC CITY, NEW JERSEY                         ----------------
- --------------------------------------------                   (Zip Code)
   Address of principal executive offices)



     Registrant's telephone number, including area code   (609) 449-7727
                                                         ----------------



       ------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

ITEM 5.  OTHER EVENTS.

STIPULATION OF SETTLEMENT

     On December 1, 1999, Players International, Inc., a Nevada corporation,
announced that Players and the Louisiana Gaming Control Board
approved a stipulation of settlement regarding the renewal of Players'
riverboat licenses. The terms of the stipulation constitute a
full and final release and settlement of Players and its current and former
officers, directors and employees of all alleged violations set forth in the
August 1999 report of the Riverboat Gaming Division of the Louisiana State
Police. Players does not admit any wrongdoing or liability in the
stipulation, which also states that the state police report does not allege
that Players obtained its licenses by fraud or any improper means.

     Players and the Louisiana gaming authorities entered into the
stipulation to avoid the time and expense of a contested hearing, to settle
pending litigation, and to effectuate a change of control of Players in a
timely manner. Under the terms of the stipulation, Players will pay to the
State of Louisiana ten million two hundred thousand dollars but only if a
change of control occurs. The stipulation states that this payment is
remedial in nature and does not constitute a forfeiture, fine or penalty by
Players, but is intended to offset the anticipated economic gain that will
occur upon a change of control of Players. Louisiana asserts it is entitled
to this gain because of the impact of the investigations stemming from the
administration of former Louisiana Governor Edwin Edwards on the integrity of
the gaming industry and the related lost gaming and other revenues.

     The stipulation will allow Players to proceed with its merger with
Harrah's Entertainment, Inc., without any changes in the price or other terms
of the merger agreement. Harrah's has consented to the terms of the Louisiana
settlement. The transfer of Players' licenses to Harrah's is still subject to
regulatory approval in Louisiana, Illinois, Kentucky and Missouri. Players
expects the Harrah's merger to be completed by January 31, 2000.

     The stipulation is contingent upon a change of control of Players
occurring within the next 150 days. In the event a change of control does not
occur, the stipulation will have no further force or effect, no payment will
be made under the stipulation and a hearing on Players' license renewals will
be held.   Louisiana reserves its rights in the stipulation to bring action
against any former officer, director or employee named in the report to
prevent the payment of any economic benefit to such persons and compel the
payment of any such benefit to the LGCB or the state, but Players will not be
subject to any additional liability or payments related to these persons.

     In addition, both the Louisiana Gaming Control Board Stipulation and
attached Order and the press release of Players, dated December 1, 1999, are
filed as Exhibit 99.1 and Exhibit 99.2, respectively, and is incorporated by
reference.

ITEM 7.  EXHIBITS

     The following exhibits are incorporated by reference into this report:


                                    -2-

<PAGE>


<TABLE>
<CAPTION>

Exhibit
Number           Description
- -------          -----------
<S>              <C>
99.1             Louisiana Gaming Control Board Stipulation and attached Order.

99.2             Press Release, dated December 1, 1999.

</TABLE>



                                    -3-
<PAGE>


                                  SIGNATURE



     Pursuant to the requirements 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: December 1 , 1999                  /s/ John Groom
              ---                        -----------------------------------
                                         John Groom
                                         President,
                                         Chief Executive Officer and
                                         Chief Operational Officer





                                    -4-

<PAGE>

                EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

<TABLE>
<CAPTION>

Exhibit
Number          Description
- -------         -----------
<S>             <C>
99.1            Louisiana Gaming Control Board Stipulation and attached Order.

99.2            Press Release, dated December 1, 1999.

</TABLE>






                                    -5-

<PAGE>

                                                       EXHIBIT 99.1


                                    IN THE
                        LOUISIANA GAMING CONTROL BOARD



IN RE:             SHOWBOAT STAR PARTNERSHIP, licensee
                   License No. R011000801


                             and


                   PLAYERS LAKE CHARLES, LLC, licensee
                   License No. R016500086


                               STIPULATION
                               -----------


          NOW COMES Showboat Star Partnership ("Star") and Players Lake
Charles, LLC ("Players"), licensees (collectively, the "Licensees"), Players
International, Inc. ("PII"), the parent corporation of the Licensees, and the
Louisiana Department of Public Safety and Corrections, Office of Louisiana
State Police, Riverboat Gaming Division (the "Division"), each duly
represented by undersigned counsel who respectfully represent:

          I. Background

          A.  This matter is before the Louisiana Gaming Control Board
("Board") pursuant to its authority to consider renewals of licenses and the
conditional renewals it has previously granted in these matters.

          B.  The license of Star was conditionally renewed by this Board on
July 21, 1998, effective August 19, 1998, pending an investigation. By
Stipulation dated July 15, 1999, Star waived any objection it had to the
Board not acting upon the renewal of its license at a time earlier than the
regularly-scheduled Board meeting on August 17, 1999, that non-action by the
Board prior to the August 17, 1999 meeting would not constitute an automatic
renewal of any license held by Star or otherwise prejudice the Board's
consideration of such renewal, and that Star would continue to operate
pursuant to the existing conditional license renewal pending further action
by the Board at its meeting on August 17, 1999.

          C.  On August 12, 1999, the report of the Division regarding the
conditional license renewal of Star (hereinafter "Report") was filed with the
Board.

                                      1

<PAGE>


          D.  On August 17, 1999, the Board conditionally renewed the license
of Star pending the outcome of a hearing on the Report.

          E.  The license of Players was conditionally renewed by this Board
on October 20, 1998, effective December 6, 1998, pending an investigation.

          F.  On September 30, 1999, Star filed its response (hereinafter
"Response") to the Report.

          G.  By stipulation dated October 7, 1999, the Division and the
Licensees agreed that the Report shall be deemed to have been filed in
connection with the license of Players, as well as Star, and that the
interests of justice and administrative efficiency will be promoted by
joining the Licensees in any hearing before the Board.

          H.  On October 19, 1999, the Board conditionally renewed the
license of Players, pending the outcome of a hearing on the Report.

          I.  The Licensees employ approximately 1,613 persons, have since
commencement of operations paid salaries of over $165,488,197, the City of
Lake Charles over $35,000,000 in admission fees and approximately $7,500,000
in development fees, Calcasieu Parish over $1,200,000 in sales, use and
property taxes, and the State of Louisiana over $160,000,000 in gaming fees
and otherwise contributed to the economic development of the City of Lake
Charles and State of Louisiana in fulfillment of the statutory goals of the
Riverboat Economic Development and Gaming Control Act through the utilization
of Louisiana resources, goods and services in the construction and operation
of the Licensees' riverboats and projects.

          J.  There has been a complete change in the senior management of
PII since 1996, including the persons who held the positions of Chairman,
Vice-Chairman, Chief Executive Officer, President, Chief Operating Officer,
Chief Financial Officer and General Counsel, and, as a publicly-traded
company, the ownership of PII is changing constantly and has changed
substantially since 1996.

          In order to avoid the time and expense of a contested hearing,
settle pending litigation, and to effectuate in a timely manner a change in
control (as hereinafter defined) of the Licensees, the Licensees and the
Division hereby stipulate as follows to settle, compromise, remedy and
resolve the pending license renewals of the Licensees:

                                      2

<PAGE>


    II.   PLAYERS INTERNATIONAL, INC., SHOWBOAT STAR PARTNERSHIP and PLAYERS
LAKE CHARLES, LLC, agree to the following terms and conditions as amendments
to the existing conditional license renewals of SHOWBOAT STAR PARTNERSHIP AND
PLAYERS LAKE CHARLES, LLC.:

          A.  To the payment to the State of Louisiana of ten million two
hundred thousand dollars ($10,200,000.00). This payment is remedial in nature
and does not constitute a forfeiture, fine or penalty. Such payment is
intended to offset the anticipated economic gain that will occur upon a
change in control (as hereinafter defined) and to which the State asserts it
is entitled to be compensated for because of the economic damage to the State
and the citizenry for the impact on the integrity and reputation of the
gaming industry and related lost gaming, sales, use of income tax revenues
during the period of these proceedings. The payment has been computed by
calculating the portion of the purchase price to be paid to the shareholders
of PII pursuant to a proposed change in control (as hereinafter defined)
which is allocable to the Licensees and subtracting from it the unrecouped
investment of PII in the Licensees (exclusive of certain expenses, including
payments to Richard D. Shetler and Stephen Edwards, and compensation and
severance payments to Howard A. Goldberg). One-half of the payment specified
in this sub-paragraph shall be placed in escrow pursuant to a written escrow
agreement within seven (7) business days of the effective date (as
hereinafter defined) of this Stipulation, and the remaining amount by
January 4, 2000, and shall be returned to the Licensees, with interest
actually earned, less any costs of the escrow which are to be deducted from
interest only, if a change in control (as hereinafter defined) does not occur.

          B.  To ensure the non-participation of prior management, employees,
and consultants in the management of PII as described in I. Background,
paragraph J, above.

          C.  To use their best efforts to effectuate a change in control of
either the Licensees or PII to an unaffiliated third party (herein "Change in
Control") as soon as practicable, subject to the approval of the Board.

          D.  To not contest the admissibility of facts relating to the
Report admitted in the Licensees November 30, 1999 response to the Division's
Request For Admissions of Fact and January 20, 1999 proffer for purposes of
any license administrative proceedings held pursuant to paragraph V D hereof,
and to waive any right to contest the plenary authority of the Board to
conduct a hearing, but reserving such rights on appeal.

          E.  To compensate the Division for the full amount of its
investigative costs and expenses incurred in these proceedings, which the
parties agree consists of payments previously made to the Division in the


                                      3

<PAGE>

amount of approximately sixty thousand dollars ($60,000.00) in 1998 and 1999
and license renewal fees of one hundred thousand dollars ($100,000.00) for
each of the Licensees for each of 1998 and 1999, for a total of four hundred
sixty thousand dollars ($460,000.00).

          F.  To immediately institute enhanced interim compliance
procedures, which shall include the following and which shall remain in place
until a Change in Control:

     (1)  separating the compliance functions from and making them
independent of management by reconstituting the membership of the Compliance
Committee from one controlled by management to one consisting solely of
outside members of the Board of Directors of PII;

     (2)  transferring the compliance function from the position of General
Counsel to the position of Vice-President of Compliance, an independent
position which reports to the independent Compliance Committee rather than
management;

     (3)  Increasing the reporting and investigation obligations for certain
transactions and persons, including lobbyists, and

     (4)  implementing an employee training program designed to educate
employees of the requirements of the Compliance Policy and their statutory
and regulatory obligations.

    III.  The RIVERBOAT GAMING DIVISION OF THE LOUISIANA STATE POLICE
submits to the BOARD for its consideration that the proposed amended
conditions of conditional license renewal accomplish the following:

          A.  A publicly-traded, multi-state corporate entity, which no
longer employs those officers and employees who were directly involved in the
management of PII during the pendency of the matters at issue in the Report,
is held accountable for its prior conduct in Louisiana;

          B.  Economic gains relating to the transfer of publicly-traded
stock involving Louisiana gaming properties and operations are paid to the
citizens of the State of Louisiana, thus rejecting a "safe harbor" for a
licensed gaming corporate entity which no longer employs officers, directors,
employees and consultants as an exclusive or adequate remedy for such conduct;

          C.  The actions taken, if approved by the Board, provide a
substantial deterrence against the recurrence of such activity.

                                      4

<PAGE>


          D.  The actions taken, if approved by the Board, provide an orderly
transition of ownership of the publicly-traded corporation to the benefit of
Louisiana employees and vendors and local government interests without unduly
prejudicing their legitimate interests and still result in significant
sanctions and deterrence, and

          E.  The actions taken, if approved by the Board, provide enhanced
interim compliance with the laws and regulations of Louisiana and expedite
the consideration of renewal in the event of a Change in Control is not
approved by the Board.


     IV.  THE PARTIES AGREE THAT UPON APPROVAL BY THE BOARD OF THIS
STIPULATION, THE FOLLOWING WOULD TAKE PLACE:

          A.  The existing conditional renewal would be amended by the Board
to include the conditions set forth herein.

          B.  The period of conditional renewal would be effective until such
time as a Change in Control occurs or 150 days from the effective date (as
hereinafter defined) of this Stipulation, whichever is earlier, subject to
paragraph V D.

          C.  In the event that a Change in Control does not occur within 90
days of the effective date (as hereinafter defined) of this Stipulation, the
Board may, but is not obligated, to appoint a person (hereinafter "Monitor")
who, subject to the general supervision of the Board, shall have the power
to: (1) inspect all papers, books and records of the Licensees; (2) access
any portion of the premises of the Licensees' riverboats or dockside
facilities for the purpose of inspecting or examining records or documents
required to be kept by the Licensees under the provisions of the Louisiana
Riverboat Economic and Development Gaming Control Act and the regulations
promulgated in connection therewith (collectively, the "Gaming Laws");
(3) inspect any and all records or documents, of whatsoever nature, relating
to any Change in Control; (4) report to the Board for review and action, any
matters which relate, directly or indirectly, to the Licensees' compliance
with the Gaming Laws pertaining to the Licensees' gaming activities and
operations under the jurisdiction of the Board, including, but not limited to
any Change in Control, and (5) receive immediate and detailed reports of any
Change in Control offers or negotiations. All reasonable costs of the Monitor
shall be paid by the Licensees. The Licensees acknowledge the authority of
the Board to accomplish the purposes of this paragraph.

         V.  Miscellaneous

         A.  EFFECT OF STIPULATION.  The Division and the Licensees stipulate
that the Report does not allege that the Licensees obtained their licenses by
fraud or any improper means. The approval of this Stipulation by the Board
shall not

                                      5

<PAGE>

constitute a finding by the Board regarding the allegations in the Report or
that any violation of administrative regulations or state law occurred and
shall not constitute an acknowledgment by the Licensee of such.

          B.  SCOPE OF STIPULATION. Except as provided in this paragraph, the
Board and the Division, as representatives of the State, acknowledge that
approval of this Stipulation by the Board and satisfaction of the conditions
contained herein shall result in a full and final compromise, release and
settlement as to the Licensees, PII, their current and former officers,
directors, employees, agents and representatives and their successors and
assigns of all alleged violations set forth in the Report and any other
proceedings, actions, claims for compensation, fines or other remedies which
may be commenced or asserted based upon the acts, transactions, occurrences,
or omissions set forth in the Report or relating to Richard D. Shetler,
Stephen Edwards, Edwin Edwards, the Licensees, or PII during the time period
covered in the Report. Notwithstanding the scope of stipulation set forth
above, the Division and Board, as representatives of the State, reserve all
rights to bring any action or proceeding pursuant to the provisions of the
Louisiana Gaming Control Law and Regulations, including without limitation
La. R.S. 27:68, as to any former officer, director, employee, agent or
representative of the Licensees or PII named in the Report (with notice and
opportunity to be heard) to seek to prevent or limit the payment after the
effective date (as hereinafter defined) of this Stipulation of any economic
benefit or funds to the Board or the State. In connection therewith, the
Licensees, PII and their successors or assigns agree to cooperate to the full
extent possible, consistent with their contractual and legal obligations, to
assure that the contested issues, if litigated, are litigated in a federal or
state court within the State of Louisiana which has jurisdiction over the
Board and is a court of proper venue. In order to facilitate resolution of
such issues in any action which may be brought by the Licensees, PII, or
their successors or assigns in a federal court, the Board will consent to
jurisdiction. The Board and Division, as representatives of the State,
however, agree that they will not seek the payment of such benefits or funds
by the Licensees, PII, their successors or assigns to the Board or State if,
after complying with all obligations of this Stipulation, including the
obligations set forth in the prior sentence, there is a final judgment after
a contested proceeding directing that the benefits or funds be paid to the
former officer, director, employee, agent or representative of the Licensees
or PII or that such persons are entitled to indemnification thereof, there
being no intent to subject the Licensees, PII, their successors or assigns to
multiple liability for the benefits or funds described above.

          C.  BOARD APPROVAL REQUIRED. This proposed Stipulation is subject
to the approval of the Board and will be submitted to the Board for its
approval on December 1, 1999.

                                      6

<PAGE>

          D.  EFFECTIVE DATE OF STIPULATION. This Stipulation shall become
effective upon approval by the Board ("Effective Date"). This Stipulation
shall be of no further force and effect if a Change in Control does not occur
within 150 days of the Effective Date, whereupon a hearing shall be held on
the license renewals in accordance with applicable law.

          E.  SURVIVABILITY OF CERTAIN PROVISIONS. Paragraphs II B, II C and
II D shall survive the termination of this Stipulation, notwithstanding
paragraph V D.

          F.  APPLICABLE LAW. This Stipulation and the terms and conditions
hereof shall be controlled and interpreted under the laws of the State of
Louisiana.

          G.  SUCCESSORS AND ASSIGNS. This Stipulation shall be binding on
the parties hereto, as well as their successors and assigns.

          This Stipulation is signed by the undersigned on the dates set
forth below in Baton Rouge, Louisiana.

                                   SHOWBOAT STAR PARTNERSHIP,
                                   A Louisiana general partnership,
                                   By Players Riverboat Management, Inc.,
                                   A Nevada corporation, Its General Partner

                                   By: /s/ John Groom
                                       --------------

                                   Its: President
                                        -------------

                                   Date: 12/1/99
                                         ------------


                                   PLAYERS LAKE CHARLES, LLC,
                                   A Louisiana limited liability company,
                                   By Players Lake Charles Riverboat, Inc.
                                   A Louisiana corporation, Its Managing Member

                                   By: /s/ John Groom
                                       --------------

                                   Its: President
                                        -------------

                                   Date: 12/1/99
                                         ------------


                                      7

<PAGE>

                                   PLAYERS INTERNATIONAL, INC.,
                                   A Nevada corporation

                                   By: /s/ John Groom
                                       --------------

                                   Its: President
                                        -------------

                                   Date: 12/1/99
                                         ------------


                                   SHOWBOAT STAR PARTNERSHIP,
                                   PLAYERS LAKE CHARLES, LLC, and
                                   PLAYERS INTERNATIONAL, INC.,
                                   by attorneys

                                   By: /s/ Leon Gary, Jr.
                                       ---------------------
                                       Leon Gary, Jr., Esq.
                                       Jones, Walker, Waechter, Poitevent,
                                             Carrere & Denegre, L.L.P.

                                   Date: Dec. 1, 1999
                                         -------------------

                                   By: J. Kelly Duncan, Esq.
                                       ---------------------
                                       J. Kelly Duncan, Esq.
                                       Jones, Walker, Waechter, Poitevent,
                                             Carrere & Denegre, L.L.P.

                                   Date: 12/1/99
                                         -------------------


                                   DEPARTMENT OF PUBLIC SAFETY
                                   AND CORRECTIONS, OFFICE OF
                                   LOUISIANA STATE POLICE,
                                   RIVERBOAT GAMING DIVISION

                                   By: /s/ Dane K. Morgan
                                       ------------------
                                       Lt. Dane K. Morgan

                                   Its: Supervisor
                                        -----------------

                                   Date: 12/1/99
                                         ----------------


                                      8

<PAGE>

                                   DEPARTMENT OF PUBLIC SAFETY
                                   AND CORRECTIONS, OFFICE OF
                                   LOUISIANA STATE POLICE,
                                   RIVERBOAT GAMING DIVISION,
                                   by attorneys

                                   By: /s/ P. Raymond Lamonica
                                       ---------------------------
                                       P. Raymond Lamonica, Esq.,
                                       Special Assistant Attorney General

                                   Date: 12-1-99
                                         -------------------------

                                   By: /s/ William J. Quinlan, Jr.
                                       ---------------------------
                                       William J. Quinlan, Jr., Esq.
                                       Assistant Attorney General

                                   Date: 12/1/99
                                         -------------------------


                                      9

<PAGE>

                                   IN THE
                       LOUISIANA GAMING CONTROL BOARD


IN RE:         SHOWBOAT STAR PARTNERSHIP, licensee
               License No. R011000801

                         and

               PLAYERS LAKE CHARLES, LLC, licensee
               License No. R016500086


                                    ORDER
                                    -----

          WHEREAS, Showboat Star Partnership ("Star") and Players Lake
Charles, LLC ("Players"), licensees (collectively, the "Licensees"), Players
International, Inc. ("PII"), the parent corporation of the Licensees, and the
Louisiana Department of Public Safety and Corrections, Office of Louisiana
State Police, Riverboat Gaming Division (the "Division"), have entered into a
Stipulation dated as of December 1, 1999 relating to the matters which are
the subject of the August 12, 1999 report of the Division regarding the
conditional license renewals of Star and Players (the "Stipulation");

          WHEREAS, the Stipulation came before the Louisiana Gaming Control
Board (the "Board") on December 1, 1999 at a properly noticed and scheduled
meeting of the Board for its review and consideration;

          WHEREAS, the Board adopted and approved the Stipulation at its
December 1, 1999 meeting;

          WHEREAS, it is the purpose of this Order to memorialize in writing
said approval of the Stipulation.

          IT IS HEREBY ORDERED BY THE LOUISIANA GAMING CONTROL BOARD THAT:

          1.    The Stipulation is hereby adopted and approved.

          ORDERED this 1st day of December, 1999, by the Louisiana Gaming
Control Board.


                                  /s/ Hillary J. Crain
                                  --------------------
                                  Hillary J. Crain
                                  Chairman
                                  Louisiana Gaming Control Board

<PAGE>

                                                                 EXHIBIT 99.2

WEDNESDAY, DECEMBER 1, 1:11 PM Eastern Time

COMPANY PRESS RELEASE

PLAYERS INTERNATIONAL ANNOUNCES SETTLEMENT
WITH LOUISIANA GAMING AUTHORITIES

ATLANTIC CITY, NJ--(BUSINESS WIRE)--December 1, 1999--Players International,
Inc. (NASDAQ: PLAY - NEWS) today announced that Players and the Louisiana
Gaming Control Board have approved a stipulation of settlement regarding the
renewal of Players' riverboat licenses. The stipulation will allow Players to
proceed with its merger with Harrah's Entertainment, Inc., without any
changes in the price or other terms of the merger agreement. Players expects
the Harrah's merger to be completed by January 31, 2000. The terms of the
stipulation constitute a full and final release and settlement of Players and
its current and former officers, directors and employees of all alleged
violations set forth in the August 1999 report of the Riverboat Gaming
Division of the Louisiana State Police. Players does not admit any wrongdoing
or liability in the stipulation, which also states that the state police
report does not allege that Players obtained its licenses by fraud or any
improper means.

Reacting to the stipulation, John Groom, Players' chief executive officer,
said, "The settlement with the Louisiana Gaming Control Board clears away a
significant contingency to the closing of the acquisition by Harrah's. We are
very pleased to be able to move toward a timely completion of the
transaction."

Harrah's has consented to the terms of the Louisiana settlement. The transfer
of Players' licenses to Harrah's is still subject to regulatory approval in
Louisiana, Illinois, Kentucky and Missouri.

Players and the Louisiana gaming authorities entered into the stipulation to
avoid the time and expense of a contested hearing, to settle pending
litigation, and to effectuate a change of control of Players in a timely
manner. Under the terms of the stipulation, Players will pay to the State of
Louisiana ten million two hundred thousand dollars but only if a change of
control occurs. The stipulation states that this payment is remedial in
nature and does not constitute a forfeiture, fine or penalty by Players, but
is intended to offset the anticipated economic gain that will occur upon a
change of control of Players. Louisiana asserts it is entitled to this gain
because of the impact of the investigations stemming from the administration
of former Louisiana Governor Edwin Edwards on the integrity of the gaming
industry and the related lost gaming and other revenues.

The stipulation is contingent upon a change of control of Players occurring
within the next 150 days. In the event a change of control does not occur,
the stipulation will have no further force or effect, no payment will be made
under the stipulation and a hearing on Players' license renewals will be
held.

Louisiana reserves its rights in the stipulation to bring action against any
former officer, director or employee named in the report to prevent the
payment of any economic benefit to such persons and compel the payment of any
such benefit to the LGCB or the state, but Players will not be subject to any
additional liability or payments related to these persons.

Players International, Inc., is a multi-jurisdictional casino and
entertainment gaming company. The Company owns and operates riverboat casino
facilities on the Ohio River in Metropolis, Illinois, in Lake Charles,
Louisiana and in Maryland Heights, Missouri, a suburb of St. Louis.

This press release contains forward-looking statements made pursuant to the
safe harbor provisions of Section 27A of the Securities Act of 1993 and
Section

<PAGE>


21E of the Securities Exchange Act of 1934. These forward-looking statements
are subject to the following risks and uncertainties which could cause actual
events to differ from anticipated events: changes in patronage levels;
changes in gaming activity or wagering per passenger; and adverse regulatory
or competitive developments. Additional information concerning risk factors
that could cause actual results to differ materially from those projected in
the forward-looking statements is contained in the Company's filings with the
Securities and Exchange Commission.

- -----------------------------
Contact:

Investors
Raymond A. Spera
Chief Financial Officer
(609) 449-7795

       or

Media
Peter K. Duda
BSMG Worldwide
(212) 445-8222



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