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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1997
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: 33-51672
CALIFORNIA HOTEL AND CASINO
(Exact name of Registrant as specified in its charter)
NEVADA 88-0121743
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2950 SOUTH INDUSTRIAL ROAD, LAS VEGAS NV 89109
(Address of principal executive offices)(Zip Code)
(702) 792-7200
(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:
None
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 than 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 October 31, 1997, none of the voting stock was held by
non-affiliates of the Registrant.
As of October 31, 1997, the registrant had outstanding 1,000 shares of
Common Stock.
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the directors and executive officers of
the Company as of October 31, 1997.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
William S. Boyd 65 President and Director
Donald D. Snyder 50 Senior Vice President and Director
Robert L. Boughner 44 Senior Vice President and Director
Ellis Landau 53 Senior Vice President, Chief
Financial Officer and Treasurer
James W. Hippler 50 Senior Vice President - Administration
Keith E. Smith 37 Vice President and Controller
Charles E. Huff 52 Vice President, Secretary and General Counsel
</TABLE>
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William S. Boyd, a co-founder of the Company, has served as a director
and President of the Company since its inception in 1973 and Chairman of the
Board of Directors and Chief Executive Officer from January 1988. Prior to
joining the Company, Mr. Boyd practiced law in Las Vegas for 15 years. Between
1970 and 1974 he also was Secretary and Treasurer and a member of the Board of
Directors of the Union Plaza Hotel and Casino. Mr. Boyd is active in numerous
business and civic organizations in Las Vegas.
Donald D. Snyder has been Senior Vice President and director of the
Company since January 1997. From July 1996 to January 1997, Mr. Snyder served as
Boyd Gaming Corporation's Executive Vice President -- Administration. From 1993
to the present, Mr. Snyder served as Chairman, President and Chief Executive
Officer of the Fremont Street Experience, Limited Liability Company, the
developer and operator of the Fremont Street Experience in Downtown Las Vegas.
From 1992 to 1993, he was President of Strategic Associates, Inc., a consulting
firm. From 1987 through 1991, he served as Chairman of the Board and Chief
Executive Officer of First Interstate Bank of Nevada.
Robert L. Boughner has served as Senior Vice President of the Company
since 1985 and was elected as a Director of the Company in November 1994. Prior
to that time, he held various management positions in the Company. Mr. Boughner
also serves as Executive Vice President and Chief Operating Officer of Boyd
Gaming Corporation since April 1990. Mr. Boughner is active in civic and
industry affairs, and serves on the Board of Directors of the Las Vegas
Convention and Visitors Authority, the Nevada Hotel and Motel Association and
the Nevada Restaurant Association.
Ellis Landau has been Senior Vice President Chief Financial Officer and
Treasurer of the Company since August 1990. From April 1990 through
July 1990, he served as a consultant to the Company. Prior to joining the
Company, Mr. Landau held various management positions with Ramada, Inc., a
gaming and hospitality company whose gaming operations were transferred to Aztar
Corporation, including Vice President and Treasurer of that company from 1978 to
February 1990.
James W. Hippler has been Senior Vice President-Administration of the
Company since April 1990. From 1980 to 1990, Mr. Hippler held various positions
with CH&C, including Director of Risk Management, Director of Internal Audit and
Director of Human Resources.
Keith E. Smith has served as Vice President and Controller since June
1993 and, from September 1990 to June 1993 he served as Corporate Controller of
the Company. From May 1989 to September 1990, Mr. Smith was Vice President-
Finance of the Dunes Hotel, Casino and Country Club in Las Vegas. From 1982 to
May 1989, he was employed by Ramada, Inc., a gaming and hospitality company,
in a variety of positions, including Controller of the Tropicana Resort and
Casino in Las Vegas.
Charles E. Huff has served as Vice President and General Counsel of
the Company since July 1986 and Secretary since January 1988. Mr. Huff also
served as Vice President, Secretary and General Counsel of Boyd Gaming since
its inception. Prior to joining the Company, Mr. Huff practiced law in Las
Vegas for 13 years.
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Directors of the Company are elected annually to serve for one year and
until their successors are duly elected and qualified. Officers serve at the
discretion of the Board of Directors.
Each director of the Company is also a director of Boyd Gaming and, as
such, is entitled to receive certain compensation and/or reimbursement of
expenses from Boyd Gaming.
ITEM 11. EXECUTIVE COMPENSATION
The Company is a wholly-owned subsidiary of Boyd Gaming. The following
table sets forth the cash compensation earned for services performed for Boyd
Gaming during the three fiscal years in the period ended June 30, 1997 by Boyd
Gaming's Chief Executive Officer, each of its other four most highly compensated
executive officers, and two former executive officers who would have been one of
the four other most highly compensated executive officers had they continued to
be executive officers through the end of the fiscal year (collectively, the
"Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
AWARDS
------------
ANNUAL SECURITIES
COMPENSATION(2) UNDERLYING ALL OTHER
--------------------- OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) (#) ($)(3)
- ------------------------------------------- ------ --------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
William S. Boyd............................ 1997 1,000,000 0 200,000 5,601
Chairman and Chief 1996 1,000,000 0 0 7,865
Executive Officer 1995 1,000,000 574,137 140,000 5,706
Robert L. Boughner......................... 1997 525,000 7,875 50,000 5,601
Executive Vice President and 1996 500,000 30,000 0 4,250
Chief Operating Officer 1995 400,000 115,680 40,000 5,706
Ellis Landau............................... 1997 367,500 5,513 35,000 5,340
Executive Vice President, Treasurer, 1996 350,000 21,000 0 5,592
and Chief Financial Officer 1995 300,000 86,760 30,000 5,445
Donald D. Snyder........................... 1997 350,000 3,750 50,000 2,340
President(4)
James W. Hippler........................... 1997 210,000 3,150 41,334(5) 5,340
Senior Vice President, 1996 200,000 12,000 0 5,592
Administration 1995 175,000 33,740 6,500 5,445
Maunty C. Collins(6)....................... 1997 400,000 31,996 100,000(7) 5,340
Senior Vice President -- 1996 375,000 22,500 0 5,705
Director of Operations, 1995 275,000 79,530 30,000 5,780
Central Region
Ralph W. Purnell(8)........................ 1997 335,000 27,236 35,000 5,340
Senior Vice President -- 1996 335,000 77,385 0 6,650
Director of Operations, 1995 310,000 89,652 30,000 5,445
Nevada Region
</TABLE>
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(1) Positions held are those with Boyd Gaming.
(2) The incremental cost to Boyd Gaming of providing perquisites and other
personal benefits during the last three fiscal years did not exceed, as to
any named executive officer, the lesser of $50,000 or 10% of the total
salary and bonus paid to such executive officer for any such year and,
accordingly, is omitted from the table.
(3) Amounts represent Boyd Gaming's Profit Sharing and 401(k) Plan contributions
and payments of term life insurance premiums. In fiscal 1997, Boyd Gaming's
Profit Sharing and 401(k) Plan contributions were $3,000, $3,000, $3,000,
$0, $3,000, $3,000 and $3,000 for Messrs. Boyd, Boughner, Landau, Snyder,
Hippler, Collins and Purnell, respectively. In fiscal 1997, life insurance
premium payments by Boyd Gaming for Messrs. Boyd, Boughner, Landau, Snyder,
Hippler, Collins and Purnell were $2,601, $2,601, $2,340, $2,340, $2,340,
$2,340 and $2,340, respectively.
(4) Mr. Snyder has been an executive officer of the Company and Boyd Gaming
since July 1996 and has served as President of Boyd Gaming since January
1997. Prior to Mr. Snyder's employment with the Company, he served as a
consultant and received options to purchase 45,000 shares of Boyd Gaming's
Common Stock in fiscal 1996.
(5) 16,334 shares represent options previously awarded and repriced in 1997.
(6) Mr. Collins was an executive officer of Boyd Gaming until March 27, 1997.
(7) 65,000 shares represent options previously awarded and repriced in 1997.
(8) Mr. Purnell was an executive officer of Boyd Gaming until March 27, 1997.
Mr. Purnell retired as Boyd Gaming's Senior Vice President, Director of
Operations, Nevada Region, on June 30, 1997. Mr. Purnell subsequently
entered into a Consulting Agreement with Boyd Gaming pursuant to which he
receives annual compensation of $115,000 per year for a 3 year period and
continued insurance coverage. In connection with his Consulting Agreement,
Mr. Purnell received a fully-vested option to purchase 30,000 shares of
Common Stock at an exercise price of $5.75 per share.
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OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------------------------------------- VALUE AT
% OF TOTAL ASSUMED ANNUAL RATES
NUMBER OF OPTIONS/SARS OF STOCK PRICE
SECURITIES GRANTED TO EXERCISE APPRECIATION FOR
UNDERLYING EMPLOYEES IN OR OPTION TERM(2)
OPTIONS/SARS FISCAL BASE PRICE EXPIRATION --------------------
NAME GRANTED(#) YEAR(1) ($/SHARE) DATE 5%($) 10%($)
---- ------------ ------------ ----------- --------------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
William S. Boyd.......... 50,000 1.80 11.50 8/28/06 361,614 916,402
150,000 5.39 8.375 12/20/06 790,049 2,002,139
Robert L. Boughner....... 50,000 1.80 8.375 12/20/06 263,350 667,380
Ellis Landau............. 35,000 1.26 8.375 12/20/06 184,345 467,166
Donald D. Snyder......... 50,000 1.80 8.375 12/20/06 263,350 667,380
James W. Hippler(3)...... 25,000 0.90 8.375 12/20/06 131,675 333,690
12,000 0.43 5.75 10/14/03 25,138 57,591
4,334 0.16 5.75 4/21/05 11,692 27,916
Maunty C. Collins(4)..... 35,000 1.26 8.375 12/20/06 184,345 467,166
45,000 1.62 5.75 10/14/03 94,267 215,965
20,000 0.72 5.75 4/21/05 53,957 128,824
Ralph W. Purnell......... 35,000 1.26 8.375 12/20/06 184,345 467,166
</TABLE>
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(1) Based on options for 2,783,671 shares granted to employees of Boyd Gaming
and its affiliates in the fiscal year ended June 30, 1997. The options shown
as granted during such fiscal year included options for 1,277,971 shares
granted in previous years that were repriced June 2, 1997. All options
granted, except as specifically noted, had ten year terms and vest ratably
over three years.
(2) The potential realizable value is calculated based on the term of the option
at its time of grant (10 years). It is calculated by assuming that the stock
price appreciates at the indicated rate compounded annually for the entire
term of the option and that the option is exercised and sold on the last day
of its term for the appreciated stock price. No gain to the option holder is
possible unless the stock price increases over the exercise price during the
term of the option.
(3) The option grants for 12,000 and 4,334 shares represent options granted in
prior years that were repriced in 1997. Pursuant to the terms of the
repricing, the optionee received a repriced option for half of the shares
covered by his original $17.00 option and a repriced option for two-thirds
of the shares covered by his original $13.625 option. Although options
originally priced at $17.00 were fully vested at the time of repricing and
two-thirds of the shares originally priced at $13.625 were vested, all
repriced options will not become exercisable until December 31, 1998.
(4) The grants of options for 45,000 and 20,000 shares represent options granted
in prior years and repriced in 1997 on the terms discussed in (3) above.
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FISCAL YEAR-END(#) FISCAL YEAR-END($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1)
---- ----------- -------------- ------------------ ------------------
<S> <C> <C> <C> <C>
William S. Boyd...................... 0 0 618,334/246,666 0/0
Robert L. Boughner................... 0 0 176,667/63,333 0/0
Ellis Landau......................... 0 0 140,000/45,000 0/0
Donald D. Snyder..................... 0 0 15,000/80,000 0/0
James W. Hippler..................... 0 0 0/41,334 0/0
Maunty C. Collins.................... 0 0 0/100,000 0/0
Ralph W. Purnell..................... 0 0 125,000/45,000 0/0
</TABLE>
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(1) Value is based on the closing price of Boyd Gaming's Common Stock on the New
York Stock Exchange on June 30, 1997 ($5.75), less the exercise price.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on
November 12, 1997.
CALIFORNIA HOTEL AND CASINO
By /s/ KEITH SMITH
-----------------------------
Keith Smith
Vice President and Controller
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