SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 30, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-5440
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AZTAR CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 86-0636534
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2390 East Camelback Road, Suite 400, Phoenix, Arizona 85016
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 381-4100
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common stock, $.01 par value New York
Preferred share purchase rights New York
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 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
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Facing Page (Continued)
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 common equity held by non-
affiliates of the registrant was $397,951,843 at March 1, 2000 and is based
on a closing price of $9.625 and 41,345,646 common shares outstanding.
At March 1, 2000, the registrant had outstanding 42,064,590 shares of
its common stock, $.01 par value.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information contained in the registrant's 2000 definitive Proxy
Statement, to be filed with the Commission, is incorporated by reference
into this Form 10-K. The following cross-referenced index details the
location of such information. All other sections of the 2000 Proxy
Statement are not required in Form 10-K and should not be considered a part
thereof.
Part and Item of the Form 10-K 2000 Proxy Statement
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PART III
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ITEM 10. Directors and Executive
- ------- Officers of the Registrant Under the caption
"ELECTION OF DIRECTORS OF
THE COMPANY"
ITEM 11. Executive Compensation Under the caption
- ------- "EXECUTIVE COMPENSATION"
except under the sub-
caption "Board
Compensation Committee
Report"
ITEM 12. Security Ownership of
- ------- Certain Beneficial Owners
and Management Under the caption
"SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL HOLDERS
AND DIRECTORS AND
OFFICERS"
2
<PAGE>
PART I
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ITEM 1. BUSINESS
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Aztar Corporation was incorporated in Delaware in June 1989 to operate the
gaming business of Ramada Inc. after the restructuring of Ramada Inc. The
terms "Aztar", "we", "our", and "us", as used in this Form 10-K, refer to
Aztar Corporation and its subsidiaries as a combined entity, except where
it is clear that these terms mean only Aztar Corporation.
The restructuring of Ramada Inc. involved the disposition of Ramada Inc.'s
hotel and restaurant businesses with Ramada Inc.'s shareholders retaining
their interest in the gaming business. As part of the restructuring of
Ramada Inc., the gaming business and certain other assets and liabilities
of Ramada Inc. were transferred to Aztar, and a wholly-owned subsidiary of
New World Hotels (U.S.A.), Inc. was merged with Ramada Inc. In this
merger, each share of Ramada Inc. common stock was converted into the right
to receive $1.00 and one share of Aztar common stock.
Aztar operates in major domestic gaming markets with casino hotel
facilities in Atlantic City, New Jersey, and Las Vegas and Laughlin,
Nevada. Aztar operates riverboat casinos in Caruthersville, Missouri, and
Evansville, Indiana. Aztar is an experienced developer and operator of
casinos that provide an excellent gaming environment for middle- to upper-
tier customers.
TROPICANA ATLANTIC CITY
Tropicana Casino and Resort is located on approximately 10 acres of land
with 220 yards of ocean frontage along the boardwalk in Atlantic City.
Tropicana Atlantic City features 1,624 hotel rooms and a 126,000 square
foot casino with 3,709 slot machines, 162 table games, a baccarat lounge
and a poker room. This facility has parking facilities to accommodate
3,300 vehicles. Tropicana Atlantic City also features:
- a 2,008 seat theatrical showroom which regularly presents
headliner entertainment;
- approximately 47,000 square feet of meeting, convention and
banquet space;
- four gourmet restaurants and several medium-priced restaurants;
and
- other amenities including indoor and outdoor swimming pools,
tennis courts, a health and fitness club and a jogging track.
The Atlantic City gaming market has historically demonstrated continued
growth despite the emergence of new gaming venues across the country. The
12 hotel casinos in Atlantic City generated approximately $4.2 billion in
gaming revenues in 1999, a 3% increase over 1998. There are several
infrastructure developments that have recently been completed or which are
underway that may attract additional visitors to Atlantic City. These
developments include new housing and retail development, an upgrade and
expansion of the Atlantic City International Airport and a new convention
center with the largest exhibition space between New York and Washington
D.C.
3
The primary target market for Tropicana Atlantic City is the area
consisting of New Jersey, New York and Pennsylvania. Based on the most
recent census data, there are approximately 25 million persons within a
120-mile radius of Atlantic City and 58 million persons within a 300-mile
radius. Several major casino operators have announced plans to develop
projects or expand existing facilities in the marina or the boardwalk
areas. The marina projects are not expected to open for a number of years.
When these projects open they will create increased competition in Atlantic
City. However, our view is that these new projects, if well-designed and
executed, may also attract new patrons to the Atlantic City gaming market.
If so, this will mitigate concern about the ultimate impact of those
projects on our existing Atlantic City operations.
TROPICANA LAS VEGAS
Tropicana Resort and Casino is located on approximately 34 acres on the
"Strip" in Las Vegas, Nevada. The Tropicana has 1,877 hotel rooms and
suites and a 62,000 square foot casino containing 1,651 slot machines and
45 table games. The facility also has parking to accommodate approximately
2,300 vehicles. Tropicana Las Vegas also features:
- one of the world's largest indoor/outdoor swimming pools;
- a five-acre water park and tropical garden;
- approximately 100,000 square feet of convention and exhibit
space;
- seven restaurants; and
- the Folies Bergere, the longest running production show in Las
Vegas.
Together with the MGM Grand, Excalibur, Luxor, Monte Carlo and New York-New
York mega-resorts, the Tropicana Las Vegas is located at the intersection
known as the "New Four Corners" at Las Vegas Boulevard and Tropicana
Avenue. The Las Vegas gaming market consisted of approximately 120,000
hotel rooms at the end of 1999. Gaming revenue in Las Vegas grew to $5.7
billion in 1999, a 14% increase over 1998. During 1999, 3 new mega-
resorts, known as Mandalay Bay, Venetian and Paris, opened on the Strip.
Another major casino hotel, known as Aladdin, with approximately 2,600
rooms, is under construction on the Strip and is expected to open in late
2000.
Aztar leases the Tropicana Las Vegas, though our wholly-owned subsidiary,
from an unconsolidated partnership in which we have a noncontrolling 50%
interest. We have an option to purchase the 50% partnership interest that
we do not own. The option agreement gives us an unconditional right, but
not the obligation, to purchase the partnership interest for $120 million
until as late as February 1, 2002. We are exploring alternatives for a
major redevelopment of the property. The amount and timing of any future
expenditure, and the extent of any impact on existing operations, will
depend on the nature of the redevelopment we ultimately undertake.
4
RAMADA EXPRESS
Ramada Express Hotel and Casino is located on approximately 28 acres in
Laughlin, Nevada. Laughlin is situated on the Colorado River at Nevada's
southern tip. The Ramada Express features a Victorian-era railroad theme,
which includes a train that carries guests between the parking areas and
the casino hotel. The property has 1,500 hotel rooms and a 55,000 square
foot casino containing 1,552 slot machines and 33 table games. The
facility also has parking to accommodate 2,400 vehicles. Ramada Express
also features:
- four restaurants;
- a lounge; and
- special events and retail space.
The Laughlin gaming market consists of approximately 11,000 rooms and its
gaming revenue for 1999 was $0.5 billion, an 8% increase over 1998.
CASINO AZTAR EVANSVILLE
Casino Aztar Evansville was the first gaming facility to open in Indiana.
It operates on the Ohio River in Evansville. The facility contains
approximately 37,250 square feet of casino space with 1,298 slot machines
and 73 table games. Casino Aztar Evansville has a 250-room hotel and has
parking for 1,700 vehicles. The casino riverboat is certified to carry
2,700 passengers and a crew of 300. The 40,000 square foot pavilion which
accompanies the riverboat contains passenger ticketing and pre-boarding
facilities, including:
- three restaurants;
- a sidewalk cafe;
- an entertainment lounge; and
- a gift shop.
Casino Aztar Evansville is located in the heart of metropolitan Evansville
and has developed strong brand recognition in Southwest Indiana. The
closest casino property is approximately 100 miles and over a two-hour
drive away. Based on the most recent census data, approximately 400,000
persons reside within a 30-mile radius of the property, approximately
850,000 persons live within a 60-mile radius, and almost four million
persons live within a 120-mile radius, which includes the metropolitan
Louisville, Kentucky area. Additionally, the economy in the Evansville
area is vibrant, fueled most recently by the opening of a large Toyota
truck manufacturing facility for which Toyota has already announced
expansion plans. Gaming revenue in the Southern Indiana market (four
riverboats) grew by 27% in 1999 to $0.7 billion. Although we believe that
Casino Aztar Evansville has a strong base of loyal customers, the property
operates in a more competitive environment due to the opening in November
1998 of a riverboat near Louisville, Kentucky.
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CASINO AZTAR CARUTHERSVILLE
Casino Aztar Caruthersville operates on a 37-acre site on the Mississippi
River in Caruthersville, Missouri, strategically located near Interstates
55 and 155. The casino riverboat has a capacity of 800 passengers plus
crew. During 1999, our casino capacity was expanded to approximately
19,000 square feet with 654 slot machines and 24 table games. The facility
has parking for 1,000 vehicles including recreational vehicles. The
property's passenger pavilion provides ticketing and pre-boarding
facilities, including:
- a restaurant;
- a sports lounge; and
- a snack bar and other amenities.
In addition, a climate-controlled pavilion and an outdoor arena are used
for exhibitions, entertainment, rodeo competitions and other events. We
have some unused land at this site and we are encouraging third-party
developers to develop facilities on this land that would complement our
operations.
Casino Aztar Caruthersville is located in the "boot heel" of Missouri in
close proximity to I-55, the major north-south interstate running along the
Mississippi River. It serves the southeast Missouri market including the
neighboring states of Illinois, Kentucky, Tennessee and Arkansas. Based on
the most recent census data, there are approximately 634,000 persons within
a 60-mile radius of the property and three million persons within a 120-
mile radius, which includes metropolitan Memphis.
COMPETITION
We face intense competition in each of the markets in which our land-based
gaming facilities are located. All of our casinos primarily compete with
other casinos in their geographic market. Our properties compete to a
lesser extent with casinos in other locations, including on Native American
lands and on cruise ships, and with other forms of legalized gaming in the
United States, including state-sponsored lotteries, off-track wagering and
card parlors. Some of our competitors have significantly greater financial
resources than we do. Several states have considered legalizing casino
gaming and others may in the future. In early March 2000, voters in
California approved expanded Native American gaming.
Tropicana Atlantic City. There are 11 casino hotel facilities operating in
Atlantic City which compete with Tropicana Atlantic City. No new casinos
have opened in Atlantic City since April 1990 but many of the existing
casinos increased their gaming capacities between 1994 and 1996 and a few
casino hotels have had major expansions. Other companies have announced a
desire to open or expand casinos in the future. Accordingly, we expect
that there will be a substantial increase in the number of hotel rooms and
casinos in Atlantic City in the next few years. This expansion will likely
increase competition, although it may also expand the overall market for
gaming in Atlantic City.
6
Tropicana Atlantic City also competes with casinos on Native American lands
in Connecticut. In 1992, the Mashantucket Pequot tribe began operating the
Foxwoods High Stakes Casino and Bingo Hall, one of the largest casinos in
the United States, in Ledyard, Connecticut. The Mohegan tribe began
operating a casino in Connecticut in 1996 and is currently working on a
significant expansion. In addition, slot machines have been added to race
tracks in Delaware and West Virginia. The adoption of legislation
approving casino gaming in any jurisdiction near New Jersey, particularly
Delaware, Maryland, New York or Pennsylvania, could have a material adverse
effect on the Atlantic City market, depending on the form and scope of this
gaming.
Tropicana Las Vegas. Our Las Vegas property operates on the intensely
competitive Las Vegas Strip. Several major casino hotels opened on the Las
Vegas Strip during the last several years, including Monte Carlo, Bellagio,
New York-New York, Mandalay Bay, Venetian and Paris. Another major casino
hotel, known as Aladdin, is under construction on the Strip and is expected
to open in late 2000. Announcements have been made for other new
developments. In addition, several casino hotels have opened or have been
expanded in other parts of Las Vegas or near Las Vegas. New developments
appear to have expanded the Las Vegas market. We cannot assure you,
however, that the increased competition from the new casinos will not have
an adverse effect on Tropicana Las Vegas.
Ramada Express. In the Laughlin market, there have been expansions of
existing casino hotels. In addition, the Mojave tribe operates a casino
hotel in Nevada approximately 8 miles south of Laughlin. The Laughlin
market has been affected by the Native American casinos in Arizona and
California and additional capacity in Las Vegas and the surrounding area.
Casino Aztar Evansville. Casino Aztar Evansville competes primarily with
an Indiana riverboat in the Louisville, Kentucky market area and a
riverboat casino in Metropolis, Illinois. The riverboat in the Louisville
area opened in November 1998. We suffered a 15% decrease in casino revenue
at Casino Aztar Evansville in 1999 compared with 1998. We believe that the
decrease in casino revenue was due to the increased competition from the
Louisville area riverboat in combination with severe winter weather in
Evansville's feeder markets in January and March 1999. Casino Aztar
Evansville also competes with two other Indiana riverboat casinos on the
Ohio River in the Cincinnati, Ohio market area. It also competes with
riverboat casinos in other Indiana locations, none of which are in its
primary 50-mile radius market area. In addition, the Indiana Gaming
Commission granted another operator a certificate of suitability to operate
a casino in our outer market 35 miles southwest of Cincinnati, which is
expected to open in late summer 2000. Casino Aztar Evansville may also
face additional future competition from the potential legalization of
casino gaming in Kentucky.
Casino Aztar Caruthersville. Casino Aztar Caruthersville competes
primarily with other riverboat casinos in nearby states, including a
riverboat in Metropolis, Illinois and riverboat casinos in Mississippi that
attract residents of Casino Aztar Caruthersville's secondary Memphis,
Tennessee market. Casino Aztar Caruthersville also competes to a lesser
extent with riverboat casinos in other cities in Missouri, none of which
are in its primary 60-mile radius market area. Casino Aztar Caruthersville
may also face additional future competition from the potential legalization
of casino gaming in Arkansas.
7
General. Competition involves not only the quality of casino, room,
restaurant, entertainment and convention facilities, but also room, food
and beverage prices. The level of gaming activity also varies
significantly from time to time depending on factors including:
- general economic conditions;
- offering of special events and promotions;
- hotel occupancies;
- the extent and quality of complimentary services to attract high-
stakes players;
- in Atlantic City, casino customers arriving under bus programs;
- personal attention offered to guests and casino customers;
- advertising;
- entertainment;
- slot machine pay-out rates; and
- credit policies with respect to high-stakes players.
As a result, our operating results can be adversely affected by significant
cash outlays for advertising and promotion and complimentary services to
patrons, the amount and timing of which are partially dictated by the
policies of competitors. If our operating revenues are insufficient to
allow management the flexibility to match the promotions of competitors,
the number of our casino patrons may decline, which may have an adverse
effect on our financial performance.
SEASONALITY
We experience significant fluctuations in our operating results due to
seasonality. Tropicana Atlantic City experiences seasonal fluctuations in
casino play that is higher during the months of May through October. As a
result, Aztar's revenues during the first and fourth quarters have
generally been lower than for the second and third quarters and from time
to time Aztar has experienced losses in the first and fourth quarters.
Because Atlantic City Tropicana's operating results especially depend upon
operations in the summer months, any event that adversely affects the
operating results of the Atlantic City Tropicana during that period could
have a material adverse effect on our operations and financial condition.
Given Atlantic City's location, it is also subject to occasional adverse
weather conditions including storms and hurricanes that would impede access
to Atlantic City and adversely impact our operations.
The gaming markets in Las Vegas and Laughlin experience a slight decrease
in gaming activity in the hot summer months and during the holiday period
between Thanksgiving and Christmas. Our casino riverboats experience
higher casino revenues in the spring and summer months than in the fall and
winter months.
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PLAYER CREDIT
We conduct our gaming activities on a credit as well as a cash basis,
except in Missouri, which prohibits gaming on a credit basis. Table games
players are typically extended more credit than slot players, and high-
stakes players are typically extended more credit than patrons who tend to
wager lower amounts. We currently market to customers in all gaming
segments. Our credit policy varies from facility to facility based upon
the various types of customers at each facility. Gaming debts are legally
enforceable under the current laws of Indiana, New Jersey and Nevada,
however, it is not clear that all other states or that foreign countries
will honor these policies. We have made provisions for estimated
uncollectible gaming receivables in order to reduce gaming receivables to
amounts deemed to be collectible. However, our inability to collect gaming
receivables could have a material adverse effect on our results of
operations.
SECURITY AND SURVEILLANCE
Gaming operations at our casinos are also subject to risk of substantial
loss as a result of employee or patron dishonesty, credit fraud or illegal
slot machine manipulation. We have in place stringent control procedures
to minimize these risks including supervision of employees, monitoring by
electronic surveillance equipment and use of two-way mirrors. However, we
cannot assure you that losses will not occur. In New Jersey, our
activities are observed and monitored on an ongoing basis by agents of both
the New Jersey Casino Control Commission and the New Jersey Division of
Gaming Enforcement, each of which maintains a staff on the premises of
Tropicana Atlantic City. Similarly, in Nevada our gaming subsidiaries must
comply with certain regulatory requirements concerning casino and game
security and surveillance. The gaming operations of Tropicana Las Vegas and
Ramada Express are subject to routine audit and supervision by agents of
the Nevada State Gaming Control Board. In Missouri and Indiana, our casino
riverboat operations are subject to the control procedures of the Missouri
Gaming Commission and the Indiana Gaming Commission, respectively. The
Missouri Gaming Commission maintains a staff at Casino Aztar Caruthersville
and the Indiana Gaming Commission maintains a staff at Casino Aztar
Evansville.
REGULATION AND LICENSING
General
Regulatory aspects of the gaming business are pervasive in nature and the
following description should not be construed as a complete summary of all
the regulatory requirements faced by Aztar. Gaming authorizations, once
obtained, can be suspended or revoked for a variety of reasons. If Aztar
is ever precluded from operating one of its gaming facilities, it would, to
the extent permitted by law, seek to recover its investment by sale of the
property affected, but Aztar cannot guarantee that it would recover its
full investment.
From time to time, legislative and regulatory changes are proposed, and
court decisions rendered, that could be adverse to Aztar. On June 18,
1999, the National Gambling Impact Study Commission released a report that
9
could result in federal legislation regulating the gaming industry. In
addition, from time to time, investigations are conducted relating to the
gaming industry. Tropicana Atlantic City, Casino Aztar Caruthersville and
Casino Aztar Evansville are required to report particular cash transactions
to the U.S. Department of the Treasury pursuant to the Bank Secrecy Act.
Violation of the reporting requirements of the Bank Secrecy Act could
result in civil as well as criminal penalties, including fines,
imprisonment or both, which in turn could result in the revocation,
suspension, imposition of conditions upon or failure to renew the casino
license of the affected facility. The States of Nevada and Indiana have
adopted regulations similar to the Bank Secrecy Act that require the Nevada
and Indiana facilities to document and report specific currency
transactions to the Nevada State Gaming Control Board and the Indiana
Gaming Commission, respectively. Violation of these regulations could
result in action by Nevada or Indiana authorities to fine or revoke,
suspend, impose conditions upon or fail to renew the Nevada or Indiana
facilities' licenses and Aztar's licensing approval. Except to the extent
of a violation as noted above, these reporting requirements are not
expected to have any adverse effects on Aztar's casino operations.
Regulation and Licensing - Nevada
The ownership and operation of casino gaming facilities in Nevada are
subject to (a) the Nevada Gaming Control Act and the regulations
promulgated under that Act, referred to collectively as the "Nevada Act"
and (b) various local regulations. The gaming operations of Tropicana Las
Vegas and Ramada Express are subject to the licensing and regulatory
control of the Nevada Gaming Commission, the Nevada State Gaming Control
Board and the Clark County Liquor and Gaming Licensing Board. Each of the
Nevada Commission, Nevada Control Board and Clark County Board are
collectively referred to as the "Nevada Gaming Authorities."
The laws, regulations and supervisory procedures of the Nevada Gaming
Authorities are based upon declarations of public policy which are
concerned with, among other things:
- the prevention of unsavory or unsuitable persons from having a direct
or indirect involvement with gaming at any time or in any capacity;
- the establishment and maintenance of responsible accounting practices
and procedures;
- the maintenance of effective controls over the financial practices of
licensees, including the establishment of minimum procedures for
internal fiscal affairs and the safeguarding of assets and revenues,
providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities;
- the prevention of cheating and fraudulent practices; and
- the provision of a source of state and local revenues through
taxation and licensing fees.
Change in these or other laws, regulations and procedures that apply to
Aztar could have an adverse effect on Aztar.
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Hotel Ramada of Nevada is Aztar's wholly-owned subsidiary which operates
the casino at Tropicana Las Vegas. Ramada Express, Inc. is Aztar's wholly-
owned subsidiary which operates the Ramada Express casino in Laughlin.
Hotel Ramada of Nevada and Ramada Express, Inc. are both required to be
licensed by the Nevada Gaming Authorities. The gaming licenses require the
periodic payment of fees and taxes and are not transferable. Aztar is
registered by the Nevada Commission as a publicly traded corporation
("Registered Corporation") and is therefore required periodically to submit
detailed financial and operating reports to the Nevada Commission and
furnish any other information which the Nevada Commission may require. No
person may become a stockholder of, or receive any percentage of profits
from, Hotel Ramada of Nevada or Ramada Express, Inc. without first
obtaining licenses and approvals from the Nevada Gaming Authorities.
Aztar, Hotel Ramada of Nevada, and Ramada Express, Inc. have obtained from
the Nevada Gaming Authorities the various registrations, approvals, permits
and licenses required in order to engage in gaming activities in Nevada.
The Nevada Gaming Authorities may investigate any individual who has a
material relationship to, or material involvement with, Aztar, Hotel Ramada
of Nevada or Ramada Express, Inc. in order to determine whether the
individual is suitable or should be licensed as a business associate of a
gaming licensee. Officers, directors and some key employees of Hotel
Ramada of Nevada and Ramada Express, Inc. must file applications with the
Nevada Gaming Authorities and may be required to be licensed or found
suitable by the Nevada Gaming Authorities. Some officers, directors and
key employees of Aztar who are actively and directly involved in gaming
activities of Hotel Ramada of Nevada and Ramada Express, Inc. may be
required to be licensed or found suitable by the Nevada Gaming Authorities.
The Nevada Gaming Authorities may deny an application for licensing for any
cause which they deem reasonable. A finding of suitability is comparable
to licensing, and both require submission of detailed personal and
financial information followed by a thorough investigation. The applicant
for licensing or a finding of suitability must pay all the costs of the
investigation. Changes in licensed positions must be reported to the
Nevada Gaming Authorities and in addition to their authority to deny an
application for a finding of suitability or licensure, the Nevada Gaming
Authorities have jurisdiction to disapprove a change in a corporate
position.
If the Nevada Gaming Authorities were to find an officer, director or key
employee unsuitable for licensing or unsuitable to continue having a
relationship with Aztar, Hotel Ramada of Nevada or Ramada Express, Inc.,
the companies involved would have to sever all relationships with this
person. In addition, the Nevada Commission may require Aztar, Hotel Ramada
of Nevada or Ramada Express, Inc. to terminate the employment of any person
who refuses to file appropriate applications. Determinations of
suitability or of questions pertaining to licensing are not subject to
judicial review in Nevada.
Aztar, Hotel Ramada of Nevada and Ramada Express, Inc. are required to
submit detailed financial and operating reports to the Nevada Commission.
Substantially all material loans, leases, sales of securities and similar
financing transactions by Hotel Ramada of Nevada and Ramada Express, Inc.
must be reported to, or approved by, the Nevada Commission.
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If it were determined that the Nevada Act was violated by Hotel Ramada of
Nevada or Ramada Express, Inc., the gaming licenses held by Hotel Ramada of
Nevada or Ramada Express, Inc. could be limited, conditioned, suspended or
revoked, subject to compliance with particular statutory and regulatory
procedures. In addition, Hotel Ramada of Nevada, Ramada Express, Inc.,
Aztar and the persons involved could be subject to substantial fines for
each separate violation of the Nevada Act at the discretion of the Nevada
Commission. Further, a supervisor could be appointed by the Nevada
Commission to operate Aztar's Nevada gaming properties and, under some
circumstances, earnings generated during the supervisor's appointment
(except for the reasonable rental value of Aztar's Nevada gaming
properties) could be forfeited to the State of Nevada. Limitation,
conditioning or suspension of any gaming license or the appointment of a
supervisor could (and revocation of any gaming license would) materially
adversely affect Aztar.
Any beneficial holder of Aztar's voting securities, regardless of the
number of shares owned, may be required to file an application, be
investigated, and have his suitability as a beneficial holder of Aztar's
voting securities determined if the Nevada Commission has reason to believe
that this ownership would otherwise be inconsistent with the declared
policies of the State of Nevada. The applicant must pay all costs of
investigation incurred by the Nevada Gaming Authorities in conducting this
investigation.
The Nevada Act requires any person who acquires more than 5% of Aztar's
voting securities to report the acquisition to the Nevada Commission. The
Nevada Act requires that beneficial owners of more than 10% of Aztar's
voting securities apply to the Nevada Commission for a finding of
suitability within thirty days after the chairman of the Nevada Control
Board mails the written notice requiring this filing. Under some
circumstances, an "institutional investor," as defined in the Nevada Act,
which acquires more than 10%, but not more than 15%, of Aztar's voting
securities may apply to the Nevada Commission for a waiver of the finding
of suitability if the institutional investor holds the voting securities
for investment purposes only. An institutional investor will not be deemed
to hold voting securities for investment purposes unless the voting
securities were acquired and are held in the ordinary course of business as
an institutional investor and not for the purpose of causing, directly or
indirectly, the election of a majority of the members of the board of
directors of Aztar, any change in Aztar's corporate charter, bylaws,
management, policies or operations of Aztar, or any of its gaming
affiliates, or any other action which the Nevada Commission finds to be
inconsistent with holding Aztar's voting securities for investment purposes
only. Activities which are not deemed to be inconsistent with holding
voting securities for investment purposes only include:
- voting on all matters voted on by stockholders;
- making financial and other inquiries of management of the type
normally made by securities analysts for informational purposes and
not to cause a change in its management, policies or operations; and
- other activities as the Nevada Commission may determine to be
consistent with this investment intent.
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If the beneficial holder of voting securities who must be found suitable is
a corporation, partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The applicant
is required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada
Commission or the chairman of the Nevada Control Board, may be found
unsuitable. The same restrictions apply to a record owner if the record
owner, after request, fails to identify the beneficial owner. Any
stockholder found unsuitable and who holds, directly or indirectly, any
beneficial ownership of the common stock of a Registered Corporation beyond
the period of time as may be prescribed by the Nevada Commission may be
guilty of a criminal offense. Aztar is subject to disciplinary action if,
after it receives notice that a person is unsuitable to be a stockholder or
to have any other relationship with Aztar, Hotel Ramada of Nevada or Ramada
Express, Inc., Aztar
- pays that person any dividend or interest upon its voting securities,
- allows that person to exercise, directly or indirectly, any voting
right conferred through securities held by that person,
- pays remuneration in any form to that person for services rendered or
otherwise, or
- fails to pursue all lawful efforts to require the unsuitable person
to relinquish his voting securities for cash at fair market value.
Additionally, the Clark County Board has taken the position that it has the
authority to approve all persons owning or controlling the stock of any
corporation controlling a gaming license.
The Nevada Commission may, in its discretion, require the holder of any
debt security of a Registered Corporation, including Aztar, to file
applications, be investigated and be found suitable to own the debt
security of a Registered Corporation. If the Nevada Commission determines
that a person is unsuitable to own the security, then pursuant to the
Nevada Act, the Registered Corporation can be sanctioned, including the
loss of its approvals, if without the prior approval of the Nevada
Commission, it:
- pays to the unsuitable person any dividend, interest, or any
distribution whatsoever;
- recognizes any voting right by the unsuitable person in connection
with the securities;
- pays the unsuitable person remuneration in any form; or
- makes any payment to the unsuitable person by way of principal,
redemption, conversion, exchange, liquidation, or similar
transaction.
Aztar is required to maintain a current stock ledger in Nevada which may be
examined by the Nevada Gaming Authorities at any time. If any securities
are held in trust by an agent or by a nominee, the record holder may be
13
required to disclose the identity of the beneficial owner to the Nevada
Gaming Authorities. A failure to make this disclosure may be grounds for
finding the record holder unsuitable. Aztar is also required to render
maximum assistance in determining the identity of the beneficial owner.
The Nevada Commission has the power to require Aztar's stock certificates
to bear a legend indicating that the securities are subject to the Nevada
Act. However, to date, the Nevada Commission has not imposed this
requirement on Aztar.
Aztar may not make a public offering of any securities without the prior
approval of the Nevada Commission if the securities or the proceeds
therefrom are intended to be used to construct, acquire or finance gaming
facilities in Nevada, or to retire or extend obligations incurred for these
purposes. This approval, if given, does not constitute a finding,
recommendation or approval by the Nevada Commission or the Nevada Control
Board as to the accuracy or adequacy of the prospectus or the investment
merits of the securities. Any representation to the contrary is unlawful.
On May 27, 1999, the Nevada Commission granted Aztar prior approval to make
public offerings for a period of two years subject to some conditions (the
"Shelf Approval"). However, the Shelf Approval may be rescinded for good
cause without prior notice upon the issuance of an interlocutory stop order
by the chairman of the Nevada Control Board. The Shelf Approval does not
constitute a finding, recommendation or approval by the Nevada Commission
or the Nevada Control Board as to the accuracy or adequacy of the
prospectus or the investment merits of the securities offered. Any
representation to the contrary is unlawful.
Changes in control of Aztar through merger, consolidation, stock or asset
acquisitions, management or consulting agreements, or any act or conduct by
a person whereby he obtains control, may not occur without the prior
approval of the Nevada Commission. Entities seeking to acquire control of
a Registered Corporation must satisfy the Nevada Control Board and Nevada
Commission in a variety of stringent standards prior to assuming control of
the Registered Corporation. The Nevada Commission may also require
controlling stockholders, officers, directors and other persons having a
material relationship or involvement with the entity proposing to acquire
control, to be investigated and licensed as part of the approval process
relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and corporate
defense tactics affecting Nevada gaming licensees and Registered
Corporations that are affiliated with those operations, may be injurious to
stable and productive corporate gaming. The Nevada Commission has
established a regulatory scheme to ameliorate the potentially adverse
effects of these business practices upon Nevada's gaming industry and to
further Nevada's policy to:
- assure the financial stability of corporate gaming operators and
their affiliates;
- preserve the beneficial aspects of conducting business in the
corporate form; and
- promote a neutral environment for the orderly governance of corporate
affairs.
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Approvals are, in some circumstances, required from the Nevada Commission
before Aztar can make exceptional repurchases of voting securities above
the current market price thereof and before a corporate acquisition opposed
by management can be consummated. The Nevada Act also requires prior
approval of a plan of recapitalization proposed by Aztar's board of
directors in response to a tender offer made directly to the Registered
Corporation's stockholders for the purposes of acquiring control of the
Registered Corporation.
License fees and taxes, computed in various ways depending on the type of
gaming or activity involved, are payable to the State of Nevada and to the
counties and cities in which the Nevada licensee's respective operations
are conducted. Depending upon the particular fee or tax involved, these
fees and taxes are payable either monthly, quarterly or annually and are
based upon either:
- a percentage of the gross revenues received;
- the number of gaming devices operated; or
- the number of table games operated.
A casino entertainment tax is also paid by Hotel Ramada of Nevada and
Ramada Express, Inc. where entertainment is furnished in connection with
the selling of food, refreshments or merchandise in a cabaret, nightclub,
cocktail lounge or casino showroom.
Any person who is licensed, required to be licensed, registered, required
to be registered or is under common control with these persons (a
"Licensee", or collectively, "Licensees"), and who proposes to become
involved in a gaming venture outside of Nevada is required to deposit with
the Nevada Control Board, and thereafter maintain, a revolving fund in the
amount of $10,000 to pay the expenses of investigation of the Nevada
Control Board of their participation in this foreign gaming. The revolving
fund is subject to increase or decrease in the discretion of the Nevada
Commission. Thereafter, Licensees are required to comply with specific
reporting requirements imposed by the Nevada Act. A Licensee is also
subject to disciplinary action by the Nevada Commission if it knowingly
violates any laws of the foreign jurisdiction pertaining to the foreign
gaming operation, fails to conduct the foreign gaming operation in
accordance with the standards of honesty and integrity required of Nevada
gaming operations, engages in activities that are harmful to the State of
Nevada or its ability to collect gaming taxes and fees, or employs a person
in the foreign operation who has been denied a license or finding of
suitability in Nevada on the ground of personal unsuitability.
The sale of alcoholic beverages by Hotel Ramada of Nevada and Ramada
Express, Inc. is subject to licensing, control and regulation by the Clark
County Board. All licenses are revocable and are not transferable. The
Clark County Board has full power to limit, condition, suspend or revoke
any license, and this disciplinary action could (and revocation would) have
a material adverse effect upon the operations of Aztar, Hotel Ramada of
Nevada or Ramada Express, Inc.
15
Regulation and Licensing - New Jersey
The ownership and operation of casino hotel facilities and gaming
activities in Atlantic City, New Jersey, are subject to extensive state
regulation under the New Jersey Casino Control Act and the regulations of
the New Jersey Casino Control Commission. In general, the New Jersey Act
and regulations provide for more extensive controls over a broader scope of
gaming-related activities than does the Nevada regulatory system.
The New Jersey Act and regulations concern primarily the financial
stability and character of casino licensees, their intermediary and holding
companies, their employees, their security holders and others financially
interested in casino operations, the nature of hotel and casino facilities
and a wide range of gaming and non-gaming related operations. The New
Jersey Act and regulations include detailed provisions concerning, among
other things:
- financial and accounting practices used in connection with casino
operations;
- residence and equal employment opportunities for employees of casino
operators, contractors for casino facilities and others;
- rules of games, levels of supervision of games and methods of selling
and redeeming chips;
- manner of granting credit, duration of credit and enforceability of
gaming debts;
- manufacture, distribution and sale of gaming equipment;
- security standards;
- management control procedures;
- accounting and cash control methods;
- reports to gaming authorities;
- advertising of casinos; and
- standards for entertainment and distribution of alcoholic beverages
in casinos.
A number of these provisions require practices which are different from
those in Nevada and some of them result in casino operating costs being
higher than those in comparable facilities in Nevada.
The New Jersey Act also established the New Jersey Division of Gaming
Enforcement (the "New Jersey Division") to investigate all license
applications, enforce the provisions of the New Jersey Act and attendant
regulations and prosecute all proceedings for violations of the New Jersey
Act and regulations before the New Jersey Commission. The New Jersey
Division also conducts audits and continuing reviews of all casino
operations.
16
Adamar of New Jersey, Inc., a wholly-owned subsidiary of Aztar, has been
licensed (subject to quadrennial renewal) by the New Jersey Commission to
operate Tropicana Atlantic City. In November 1982, the New Jersey
Commission granted a plenary license to Adamar of New Jersey, Inc. In
November 1999, the license was renewed for a period of four years. Aztar
and Ramada New Jersey Holdings Corporation, another of Aztar's New Jersey
gaming subsidiaries, have been approved as qualified holding companies for
Adamar of New Jersey, Inc.'s casino license. Officers and directors of
Aztar, Ramada New Jersey Holdings Corporation and Adamar of New Jersey,
Inc. and employees who work at casino hotel facilities operated by Adamar
of New Jersey, Inc. also have been or must be qualified, licensed or
registered. In addition, all contracts affecting the facilities are
subject to approval, and all enterprises that conduct business with Adamar
of New Jersey, Inc. must register with the New Jersey Commission and those
enterprises that conduct gaming related businesses or that conduct business
on a regular and continuing basis, as defined by the regulations under the
New Jersey Act, must be licensed by the New Jersey Commission.
The New Jersey Commission has broad discretion regarding the issuance,
renewal, revocation and suspension of casino licenses. Casino licenses are
not transferable. A casino hotel facility must also continually satisfy
specific requirements concerning, among other things, the number of
qualifying sleeping units and the relationship between the number of
qualifying sleeping units and the square footage of casino space. Aztar
believes that Tropicana Atlantic City continues to meet these requirements.
The New Jersey Act further provides that each person who directly or
indirectly holds any beneficial interest or ownership of the securities
issued by a casino licensee or any of its intermediary or holding
companies, those persons who, in the opinion of the New Jersey Commission,
have the ability to control the casino licensee or its intermediary or
holding companies or elect a majority of the board of directors of said
companies, other than a banking or other licensed lending institution which
makes a loan or holds a mortgage or other lien acquired in the ordinary
course of business, and lenders and underwriters of said companies may be
required to seek qualification from the New Jersey Commission. However,
because Aztar is a publicly traded holding company, in accordance with the
provisions of the New Jersey Act, a waiver of qualification may be granted
by the New Jersey Commission, with the concurrence of the director of the
New Jersey Division, if it is determined that said persons or entities are
not significantly involved in the activities of Adamar of New Jersey, Inc.
and, in the case of security holders, do not have the ability to control
Aztar or elect one or more of its directors. There exists a rebuttable
presumption that any person holding 5% or more of the equity securities of
a casino licensee's intermediary or holding company or a person having the
ability to elect one or more of the directors of such a company has the
ability to control the company and thus must obtain qualification from the
New Jersey Commission.
Notwithstanding this presumption of control, the New Jersey Act provides
for a waiver of qualification for passive "institutional investors," as
defined by the New Jersey Act, if the institutional investor purchased the
securities for investment purposes only and where the securities constitute
17
- less that 10% of the equity securities of a casino licensee's holding
or intermediary company or
- debt securities of a casino licensee's holding or intermediary
company representing a percentage of the outstanding debt of the
company not exceeding 20% or a percentage of any issue of the
outstanding debt of the company not exceeding 50%.
The waiver of qualification is subject to some conditions including, upon
request of the New Jersey Commission, filing a certified statement that the
institutional investor has no intention of influencing or affecting the
affairs of the issuer. A waiver of qualification may also be granted to
institutional investors holding a higher percentage of securities of a
casino licensee's holding or intermediary company upon a showing of good
cause.
If the institutional investor is granted a waiver and subsequently
determines to influence or affect the affairs of the issuer, it must
provide not less than 30 days notice of this intent and file with the New
Jersey Commission an application for qualification before taking any action
which may influence or affect the affairs of the issuer, except that an
institutional investor holding voting securities will be permitted to vote
on matters put to the vote of the holders of outstanding voting securities.
If an institutional investor that has been granted a waiver subsequently
changes its investment intent, or if the New Jersey Commission finds
reasonable cause to believe that the institutional investor may be found
unqualified, no action other than divestiture will be taken by the investor
with respect to the security holdings until the investor complies with the
provisions of the New Jersey Act concerning Interim Casino Authorization.
The provisions of the New Jersey Act concerning Interim Casino
Authorization provide that whenever a security holder of either equity or
debt is required to qualify pursuant to the New Jersey Act, the security
holder will, within 30 days after the New Jersey Commission determines that
qualification is required or declines to waive qualification,
- file a completed application for qualification, along with an
executed and approved Trust Agreement, wherein all securities of the
holding or intermediary company held by that security holder are
placed in trust pending qualification, or
- file a notice of intent to divest itself of the securities as the New
Jersey Commission may require so as to remove the need for
qualification, which securities must be divested within 120 days from
the date the determination was made.
The New Jersey Act further requires that corporate licensees and their
subsidiaries, intermediaries and holding companies adopt specific
provisions in their certificates of incorporation that require some
remedial action in the event that an individual owner of any security of
such company is found disqualified under the New Jersey Act. The required
certificate of incorporation provisions vary depending on whether the stock
of the company subject to the requirements of the New Jersey Act is
publicly or privately traded. Pursuant to the New Jersey Act, the
certificate of incorporation of a publicly held company must provide that
any securities of the corporation are held subject to the condition that if
a holder is found to be disqualified by the New Jersey Commission pursuant
18
to the New Jersey Act the holder will dispose of his interest in the
company. The certificate of incorporation of a privately held company must
create the absolute right of the company to repurchase at the market price
or purchase price, whichever is the lesser, any security, share or other
interest in the company in the event the New Jersey Commission disapproves
a transfer in accordance with the provisions of the New Jersey Act.
Aztar is a publicly held company and, accordingly, a provision has been
placed in its restated certificate of incorporation which provides that a
holder of its securities must dispose of the securities if the holder is
found disqualified under the New Jersey Act. In addition, Aztar's restated
certificate of incorporation provides that it may redeem the stock of any
holder found to be disqualified.
If, at any time, it is determined that Adamar of New Jersey, Inc. has
violated the New Jersey Act or regulations, or if any security holder of
Aztar, Adamar of New Jersey, Inc. or Ramada New Jersey Holdings Corporation
who is required to be qualified under the New Jersey Act is found
disqualified but does not dispose of the securities, Adamar of New Jersey,
Inc. could be subject to fines or its license could be suspended or
revoked. If Adamar of New Jersey, Inc.'s license is revoked, the New
Jersey Commission could appoint a conservator to operate and to dispose of
any casino hotel facilities of Adamar of New Jersey, Inc. Net proceeds of a
sale by a conservator and net profits of operations by a conservator (at
least up to an amount equal to a fair return on Adamar of New Jersey,
Inc.'s investment which is reasonable for casinos or hotels) would be paid
to Adamar of New Jersey, Inc.
In addition to compliance with the New Jersey Act and regulations relating
to gaming, any facility built in Atlantic City by Adamar of New Jersey,
Inc. or any other subsidiary of Aztar must comply with the New Jersey and
Atlantic City laws and regulations relating to, among other things, the
Costal Area Facilities Review Act, construction of buildings, environmental
considerations, operation of hotels and the sale of alcoholic beverages.
The New Jersey Commission is authorized to establish fees for the issuance
or renewal of casino licenses. Yearly casino hotel alcoholic beverage
license fees are payable for each facility in any of five specified
categories in any licensed casino hotel. There is also an annual license
fee on each slot machine. The New Jersey Commission is also authorized by
regulation to establish annual fees for the issuance and renewal of
licenses other than casino licenses.
The New Jersey Act imposes an annual tax of eight percent on gross revenues
(as defined in the New Jersey Act). In addition, casino licensees are
required to invest one and one-quarter percent of gross casino revenues for
the purchase of bonds to be issued by the Casino Reinvestment Development
Authority or make other approved investments equal to that amount; in the
event the investment requirement is not met, the casino licensee is subject
to a tax in the amount of two and one-half percent on gross revenues.
Regulation and Licensing - Missouri
On November 3, 1992, a statewide referendum authorized gaming in the state
of Missouri on the Missouri and the Mississippi Rivers. Local approval
from the home dock municipality, as required by the legislation, was also
19
obtained from the City of Caruthersville in the November 3, 1992 election.
On April 29, 1993, Missouri enacted revised legislation (the "Missouri
Gaming Law") which amended the existing legislation. The Missouri Gaming
Law established the Missouri Gaming Commission, which is responsible for
the licensing and regulation, and enforcement with respect to some aspects,
of riverboat gaming in Missouri and has the discretion to approve license
applications for riverboat gaming facilities. In July 1993, Aztar was
chosen by the City of Caruthersville as the preferred applicant to develop
a gaming facility, and on September 20, 1993, Aztar's subsidiary, Aztar
Missouri Gaming Corporation, predecessor in interest to the current
licensee, Aztar Missouri Riverboat Gaming Company, L.L.C. ("Aztar
Missouri"), filed its initial application with the Missouri Gaming
Commission. The Missouri Gaming Commission conducted a formal
investigation of Aztar Missouri's application and granted an owner/operator
gaming license to Aztar Missouri on April 26, 1995.
In a decision handed down on January 25, 1994, the Missouri Supreme Court
held that games of chance were prohibited under the Missouri constitution.
On April 5, 1994, Missouri voters narrowly defeated the adoption of a
constitutional amendment that would have excepted excursion boats and
floating facilities from the constitutional prohibition on lotteries.
Local voters did re-approve gaming in the City of Caruthersville in the
April 5, 1994 election. Following the April 5, 1994 election, the Missouri
legislature amended the existing Missouri Gaming Law to clarify some
definitions and to resolve some constitutional questions raised in the
Missouri Supreme Court decision. Pursuant to the Missouri Gaming Law,
there are ten operating riverboat gaming facility sites in Missouri (some
with multiple licensed riverboat casinos): one in Caruthersville, four in
the St. Louis area, four in the Kansas City area, and one in St. Joseph.
In a statewide election held on November 8, 1994, Missouri voters approved
the adoption of an amendment to the Missouri Constitution which permits the
legislature to allow games of chance to be conducted on excursion boats and
floating facilities on the Mississippi River and the Missouri River. As a
result of the amendment, full-scale gaming, subject to Missouri Gaming law,
is now available in Missouri.
Opponents of gaming in Missouri have brought several legal challenges to
gaming in the past and may possibly bring similar challenges in the future.
On November 25, 1997, the Missouri Supreme Court overturned a state lower
court and held that a portion of the Missouri Gaming Law that authorized
excursion gaming facilities in "artificial basins" up to 1,000 feet from
the Mississippi or Missouri rivers was unconstitutional. This ruling
created uncertainty as to the legal status of several excursion gaming
riverboat facilities in the state; however, as Aztar Missouri facilities
were fully on the Mississippi River, they did not appear to be affected.
On November 3, 1998, a statewide referendum was held, whereby the voters
amended the constitution to allow "artificial basins" for existing
facilities, effectively overturning the above Missouri Supreme Court
decision. There can be no assurances that any future challenges, if
brought, would not further interfere with full-scale gaming operations in
Missouri, including the operations of Aztar Missouri.
Under the Missouri Gaming Law, the ownership and operation of riverboat
gaming facilities in Missouri are subject to extensive state and local
regulation. Aztar, Aztar Missouri, any subsidiaries, and some of their
20
officers and employees are and will be subject to specific regulations. As
part of the application and licensing process for a gaming license, the
applicant must submit detailed financial, operating and other reports to
the Missouri Gaming Commission. Each applicant has an ongoing duty to
update the information provided to the Missouri Gaming Commission in the
application. Aztar Missouri has frequently updated its application
materials since it was initially licensed. In addition to the information
required of the applicant, directors, officers and other key persons must
submit Personal Disclosure Forms, which include detailed personal financial
information, and are subject to thorough investigations. In addition, some
officers and directors of Aztar, as well as Aztar itself, have submitted
Personal Disclosure Forms and applications to the Missouri Gaming
Commission. All gaming employees must obtain an occupational license
issued by the Missouri Gaming Commission.
The operators' licenses (or "Class A" gaming licenses) are issued through
application to the Missouri Gaming Commission, which requires, among other
things:
- investigations into an applicant's character, financial
responsibility and experience qualifications and
- that applicants furnish:
- financial information, referenced above;
- detailed information about the applicant's history, business,
affiliations, officers, directors and owners;
- an affirmative action plan for the hiring and training of
minorities and women; and
- an economic development or impact report.
License fees are a minimum of $50,000 for the initial application and
$25,000 annually thereafter. Licenses are to last for a term of two to
three years, except that the initial license and first renewal granted to
each gaming operator are to be for terms of one year. Aztar Missouri was
relicensed in March 1999 for a period of two years.
The Missouri Gaming Law regulations impose restrictions on the use and
transfer of the gaming licenses as well as limitations on transactions
engaged in by licensees. The licenses issued by the Missouri Gaming
Commission may not be transferred nor pledged as collateral. The Missouri
Gaming Law regulations bar a licensee from taking any of the following
actions without prior notice to, and approval by, the Missouri Gaming
Commission:
- any transfer or issuance of an ownership interest of five percent or
more of the issued and outstanding ownership interest;
- any private incurrence of debt by the licensee or any holding company
of $1,000,000 or more;
- any public issuance of debt by a licensee or its holding company; and
- defined "significant related party transactions".
21
In addition, the licensee must notify the Missouri Gaming Commission of
other transactions, including the transfer of five percent or more of an
ownership interest in the licensee or holding company and any transaction
of at least $1,000,000. The restrictions on transfer of ownership apply to
Aztar as well as the direct licensee, Aztar Missouri. Gaming equipment and
corporate stock of some licensees may not be pledged except in narrow
circumstances and subject to some regulatory conditions.
Missouri statutes and administrative rules contain detailed requirements
concerning the operation of a licensed excursion gaming boat facility,
including:
- a charge of two dollars per gaming customer per excursion, as
discussed below, that licensees must pay to the Missouri Gaming
Commission;
- requirements regarding minimum payouts;
- a 20% tax on adjusted gross receipts;
- prohibitions against providing credit to gaming customers, except for
the use of credit cards and cashing checks; and
- a requirement that each licensee reimburse the Missouri Gaming
Commission for all costs of any Missouri Gaming Commission staff,
including Missouri Highway Patrol Officers, necessary to protect the
public on the licensee's riverboat.
Licensees also must submit monthly and annual reports of financial and
statistical data and quarterly and annual audited financial information and
compliance reports to the Missouri Gaming Commission and pay the associated
auditing fees. Other areas of operation which are subject to regulation
under the Missouri rules are the color, denomination and handling of chips
and tokens; the surveillance methods and computer monitoring of electronic
games; accounting and audit methods and procedures; and approval of an
extensive internal control system. The Missouri Gaming Commission requires
comprehensive safety inspections and compliance with local and/or federal
safety requirements. Liquor licenses are issued and regulated by the
Commission. The Missouri rules also require that all of an operator's
purchases must be from suppliers licensed by the Missouri Gaming
Commission, or after the effective date of new legislation, another entity
approved by the Commission.
The Missouri Gaming Commission has the power, as well as broad discretion
in exercising this power, to revoke or suspend gaming licenses and impose
other penalties for violations of the Missouri Gaming Law and the rules and
regulations promulgated thereunder, including without limitation,
forfeiture of all gaming equipment used for improper gaming and fines of up
to three times a licensee's highest daily gross adjusted receipts during
the preceding twelve months.
Although the Missouri Gaming Law provides no limit on the amount of
riverboat space that may be used for gaming, the Missouri Gaming Commission
is empowered to impose space limitations through the adoption of rules and
regulations. In addition, the Missouri Gaming Law imposes a $500 loss
limit per "excursion", which is a two-hour period established by each
licensee with the approval of the Missouri Gaming Commission. In order to
22
establish an excursion schedule, which allows patrons to enter and exit the
gaming floor at any time during the excursion, the licensee must prove to
the Missouri Gaming Commission that it can enforce the $500 loss limit.
In addition, the Missouri Gaming Commission is empowered to determine on a
city and county-specific basis where "dockside" or permanently-docked
gaming is appropriate and may be permitted. The Missouri Gaming Commission
has authorized all ten licensed sites to operate all or a portion of their
facilities on a continuously docked basis. On February 15, 1996, the
Commission granted Aztar Missouri the authority to operate gambling games
on part of its floating facility previously used for non-gaming activities,
including ticketing, under the continuous docking provision of the Missouri
Gaming Law. On February 15, 1997, the Commission granted Aztar Missouri
the authority to permanently dock the excursion gambling riverboat facility
known as the "City of Caruthersville."
Regulation and Licensing - Indiana
The ownership and operation of riverboat casinos in specific designated
waters are subject to extensive state regulation under the Indiana
Riverboat Gambling Act (the "Indiana Act") and regulations which the
Indiana Gaming Commission is authorized to adopt under the Indiana Act.
The Indiana Act extends broad and pervasive regulatory powers and authority
to the Indiana Gaming Commission. The Indiana Act and the regulations of
the Indiana Gaming Commission are significant to Aztar's prospects for
successfully operating its riverboat casino and associated developments
based in Evansville, Indiana.
The Indiana Gaming Commission has issued
- five riverboat owner's licenses on Lake Michigan,
- four riverboat owner's licenses on the Ohio River, including Aztar's
facility, and
- a certificate of suitability to another applicant for a fifth
facility, subject to final licensure, on the Ohio River.
The Indiana Gaming Commission has not considered applicants for a license
on Patoka Lake in Southwestern Indiana, since that site has been determined
by the United States Army Corps of Engineers to be unsuitable for a
riverboat casino project. A licensee may own no more than a 10% interest
in any other owner's license under the Indiana Act. The Indiana Commission
has adopted regulations under the Indiana Act which covers numerous
operational matters concerning riverboat casinos licensed by the
Commission, including rules for
- authorized games,
- internal control procedures,
- accounting records,
- security,
- gaming equipment, and
- extensions of credit.
23
Among regulations adopted is one dealing with riverboat excursions, routes
and public safety. The Indiana Act requires licensed riverboat casinos to
be cruising vessels and the regulations carry out the legislative intent
with appropriate recognition of public safety needs. The Indiana Act and
the regulations explicitly preclude "dockside gambling". Riverboat gaming
excursions are limited to a duration of up to four hours unless expressly
approved by the Indiana Gaming Commission. No gaming may be conducted
while the boat is docked except:
- for 30-minute time periods at the beginning and end of a cruise while
the passengers are embarking and disembarking;
- if the master of the riverboat reasonably determines that specific
weather or water conditions present a danger to the riverboat, its
passengers and crew;
- if either the vessel or the docking facility is undergoing mechanical
or structural repair;
- if water traffic conditions present a danger to
- the riverboat, riverboat passengers and crew or
- other vessels on the water; or
- if the master has been notified that a condition exists that would
cause a violation of Federal law if the riverboat were to cruise.
However, a riverboat licensee must allow patrons to disembark at any time
the riverboat remains at the dock and gambling continues.
For Ohio River excursions, including those Aztar is conducting through its
Evansville operations, "full excursions" must be conducted at all times
during the year unless the master determines otherwise, for the above-
stated reasons. A "full excursion" is a cruise on the Ohio River.
Aztar, through an Indiana subsidiary, Aztar Indiana Gaming Corporation, has
received from the Indiana Gaming Commission a riverboat owner's license for
the Evansville, Indiana market. Aztar Indiana Gaming Corporation completed
requirements for formal licensing and commenced operations in Evansville on
December 7, 1995. On August 20, 1999, the Indiana Gaming Commission
authorized the transfer of the assets and the riverboat owner's license to
Aztar Indiana Gaming Company, L.L.C. ("Aztar Indiana"), a newly-formed
limited liability company, in which Aztar Riverboat Holding Company, L.L.C.
owns all of the membership interests. Aztar Riverboat Holding Company,
L.L.C. is owned by Aztar through wholly-owned subsidiaries. On December
31, 1999, Aztar Indiana Gaming Corporation transferred its assets and
riverboat owner's license to Aztar Indiana. The Ohio River has waters in
both Indiana and Kentucky in the Evansville vicinity. Because riverboat
casino gambling is illegal in Kentucky, authorities of that state have
raised issues about Indiana-licensed riverboats operating in Kentucky
waters. Aztar's Evansville riverboat cruises from its dock without
entering Kentucky waters under its currently approved cruising route,
thereby avoiding those issues.
24
A riverboat owner's license has an initial effective period of five years
but is subject to an annual renewal thereafter. The Indiana Gaming
Commission has broad discretion with respect to the initial issuance of
licenses and also with respect to the renewal, revocation, suspension and
control of riverboat owner's licenses. The Indiana Gaming Commission has
adopted a rule which requires, in the event a riverboat owner's license is
terminated, the riverboat licensee to secure all the assets of the
riverboat gambling operation, and the licensee may not dispose of any of
these assets without the written approval of the Indiana Gaming Commission.
The Indiana Act requires a reinvestigation after three years to ensure the
owner continues to be suitable for licensure. Officers, directors and
principal owners of the actual license holder and employees who are to work
on the riverboat are subject to substantial disclosure requirements as a
part of securing and maintaining necessary licenses. Significant contracts
are subject to disclosure. A riverboat owner licensee may not enter into
or perform any contract or transaction in which it transfers or receives
consideration which is not commercially reasonable or which does not
reflect the fair market value of the goods or services rendered or
received. All contracts are subject to disapproval by the Indiana Gaming
Commission. Suppliers of gaming equipment and materials must also be
licensed under the Indiana Act. Our present license expires in December
2000.
The Indiana Act requires licensees to disclose to the Indiana Gaming
Commission the identity of all directors, officers and persons holding
direct or indirect beneficial interests of 1% or greater. The Indiana
Gaming Commission also requires a broad and comprehensive disclosure of
financial and operating information on licensees and their principal
officers. Aztar has provided full information and documentation to the
Indiana Gaming Commission and it must continue to do so during the term of
the license. The Indiana Act prohibits, among other things:
- a key person or a person holding an ownership interest in a riverboat
licensee, or an employee of a riverboat licensee, from participating
in a game conducted on a riverboat which is the subject of a license
and
- contributions to a candidate for a state, legislative, or local
office, or to a candidate's committee or to a regular party committee
by the holder of a riverboat owner's license or a supplier's license,
by an officer of a licensee, by an officer of a person that holds at
least a 1% interest in the licensee, or by a person holding at least
a 1% interest in the licensee.
The Indiana Gaming Commission has adopted a rule requiring quarterly
reporting by the holder of a riverboat owner's license, including Aztar
Indiana, or a holder of a supplier's license, of the officers of the
licensee, officers of persons that hold at least a 1% interest in the
licensee, including Aztar, and of persons who directly or indirectly own a
1% interest in the licensee, including beneficial owners of Aztar.
The Indiana Gaming Commission has adopted a rule which prohibits the
distribution by a riverboat licensee, including Aztar Indiana, to its
partners, shareholders, itself, or any affiliated entity, if the
25
distribution would impair the financial viability of the riverboat gambling
operation. The Indiana Gaming Commission has adopted another rule which
requires riverboat licensees, including Aztar Indiana, to maintain on a
quarterly basis a cash reserve in the amount of the actual payout for three
days, and the cash reserve would include cash in the casino cage, cash in a
bank account in Indiana, or cash equivalents not committed or obligated.
In addition to receiving a license to conduct riverboat casino operations
from the Indiana Gaming Commission, Aztar Indiana has secured permits and
approvals from the United States Army Corps of Engineers to develop the
facilities it is using to conduct operations. Aztar Indiana has received
three alcoholic beverage permits which are subject to annual renewal: one
for riverboat excursions and two for land support facilities. All building
permits and other approvals for the permanent facilities have been
received, and the project is complete.
The Indiana Act prescribes a tax on adjusted gross receipts from gambling
games authorized under the Indiana Act at the rate of 20% on adjusted gross
receipts. For this purpose, adjusted gross receipts means the total of all
cash and property received from gaming operations less cash paid out as
winnings and uncollectible gaming receivables (not to exceed 2%). The
Indiana Act also prescribes an additional tax for admissions, based upon $3
for each person admitted to a gaming excursion. The admissions tax is paid
for each excursion or part of an excursion for which the person remains on
board. Riverboats are assessed for property tax purposes as real property
at rates to be determined by local taxing authorities. Indiana
corporations are also subject to the Indiana gross income tax, the Indiana
adjusted gross income tax and the Indiana supplemental corporate net income
tax. Sales on a riverboat are subject to applicable use, excise and retail
taxes. The Indiana Act requires a riverboat owner licensee to directly
reimburse the Indiana Gaming Commission for the costs of inspectors and
agents required to be present during the conduct of gaming operations.
The Indiana Act places special emphasis upon minority and women's business
enterprise participation in the riverboat industry. Any person issued a
riverboat owner's license must establish goals of at least 10% of the total
dollar value of the licensee's contracts for goods and services with
minority business enterprises and 5% of the total dollar value of the
licensee's contracts for goods and services with women's business
enterprises. The Indiana Gaming Commission may suspend, limit or revoke
the owner's license or impose a fine for failure to comply with the
statutory requirements.
Minimum and maximum wagers on games on the riverboat are left to the
discretion of the licensee. Wagering may not be conducted with money or
other negotiable currency. No person under the age of 21 is permitted to
wager on a riverboat.
An institutional investor which acquires 5% or more of any class of voting
securities of a holding company of a licensee is required to notify the
Indiana Gaming Commission and to provide additional information, and may be
subject to a finding of suitability. A person who acquires 5% or more of
any class of voting securities of a holding company of a licensee is
required to apply to the Indiana Gaming Commission for a finding of
suitability. A riverboat licensee or an affiliate may not enter into a
debt transaction of $1 million or more without approval of the Indiana
26
Gaming Commission. Aztar received approval from the Indiana Gaming
Commission in March 1998 for a senior secured reducing revolving credit
facility and for a senior secured term loan for a combined total of up to
$350 million. Aztar received approval from the Indiana Gaming Commission
on March 29, 1999, for the refinancing and restructuring of Aztar's debt,
including the offering of $235 million in 8 7/8% senior subordinated notes
due 2007. A riverboat owner's license is a revocable privilege and is not
a property right under the Indiana Act. A riverboat owner licensee or any
other person may not lease, hypothecate, borrow money against or loan money
against a riverboat owner's license.
A lawsuit was filed on October 25, 1996, by three individuals in Harrison
County, Indiana, which challenges the constitutionality of the Indiana Act.
The lawsuit alleges that the Indiana Act:
- creates an unequal privilege because supporters of riverboat
gambling, having lost a county-wide referendum, are permitted to
resubmit a proposal to county voters for approval of riverboat
gambling, while opponents, having lost a county-wide referendum, are
not allowed to resubmit a proposal; and
- was enacted as part of a state budget bill allegedly in violation of
a state constitutional requirement that legislation be confined to a
single subject and matters connected to this subject.
The State of Indiana has filed an answer to the complaint. The State of
Indiana, on behalf of the Indiana Commission, filed a motion to dismiss the
complaint, which was granted on June 10, 1999. This matter is now pending
before the Indiana Court of Appeals. The Supreme Court of Indiana has
previously upheld the constitutionality of the Indiana Act, although the
prior challenge involved different grounds than those alleged in this
recent lawsuit.
Environmental Matters
Aztar is subject to federal, state and local environmental laws,
regulations and ordinances that (a) govern activities or operations that
may have adverse environmental effects, including discharges to air and
water as well as handling and disposal practices for solid and hazardous
wastes, and (b) impose liability for the costs of cleaning up, and some
damages resulting from, past spills, disposals or other releases of
hazardous substances. Aztar uses some substances and generates some wastes
that are regulated or may be deemed hazardous under applicable
environmental laws. From time to time, its operations have resulted, or
may result, in some non-compliance with applicable requirements under
environmental laws. Aztar has also incurred, and in the future may incur,
costs related to cleaning up contamination relating to historical uses of
some of its current or former properties. Specifically, the sites of our
riverboat properties have been used for various industrial purposes in the
past. Any noncompliance with applicable requirements or liability under
environmental laws has not had, and is not expected to have, a material
adverse effect on Aztar's results of operations or its financial condition.
27
Other Regulations
Aztar's businesses are subject to various federal, state and local laws and
regulations in addition to those discussed above. These laws and
regulations include but are not limited to restrictions and conditions
concerning employees, taxation, zoning and building codes, and marketing
and advertising. These laws and regulations could change or could be
interpreted differently in the future, or new laws and regulations could be
enacted. Material changes, new laws or regulations, or material
differences in interpretations by courts or governmental authorities could
adversely affect Aztar.
EMPLOYEES
Aztar employs approximately 10,400 people. Approximately 3,200 Aztar
employees are represented by unions. Of the approximately 5,000 employees
at Tropicana Atlantic City, approximately 1,800 are covered by collective
bargaining contracts. Substantially all of these employees are covered by
a contract that expires on September 14, 2004 and a small number are
covered by contracts that expire in 2001. At Tropicana Las Vegas,
approximately 1,400 of the 2,300 employees are covered by collective
bargaining contracts. Substantially all of these employees are covered by
contracts that expire in 2002. A small number of these employees are
covered by contracts that expire on May 31, 2000 or July 31, 2000. The
remainder of employees are covered by contracts that expire in 2003 or
2004. At Ramada Express there are approximately 1,500 employees, none of
which are covered by collective bargaining agreements. Aztar has
approximately 1,100 employees and 400 employees, respectively, at Casino
Aztar Evansville and Casino Aztar Caruthersville, none of which are covered
by collective bargaining agreements.
TRADEMARKS
We use a variety of trade names, service marks and trademarks and believe
that we have all the licenses necessary to conduct our business. We have
registered several service marks and trademarks with the United States
Patent and Trademark Office or otherwise acquired the licenses to use those
which are material to the conduct of our business.
Substantially all of our trademarks and service names have been assigned to
the lenders under Aztar's bank credit facility.
Aztar, Hotel Ramada of Nevada and Adamar of New Jersey, Inc. are the
beneficiaries of an agreement with Tropicana Enterprises, which owns some
properties related to Tropicana Las Vegas, and the Jaffe family regarding
the use of the name "Tropicana" for the operation of a casino hotel in New
York State if gaming were to be authorized in New York State. Pursuant to
that agreement, Aztar has registered the name under the Lanham Act. Under
some events, the right to use the name reverts to Tropicana Enterprises.
Ramada Inc. has licensed Aztar to use the name "Ramada" in conjunction with
the operation of Ramada Express, and will not use or permit the use of the
name "Ramada" in Laughlin, Nevada by any other person or entity.
28
We have registered the following important trademarks or service marks:
Aztar, Casino Aztar, Trop, Trop Park, and The Island of Las Vegas. Aztar
believes there are no other trademarks or service marks the use of which is
material to the conduct of our business as a whole.
ITEM 2. PROPERTIES
- -------------------
TROPICANA ATLANTIC CITY
Tropicana Atlantic City is located on an approximately 10-acre site in
Atlantic City, New Jersey. In addition, we have accumulated approximately
3 1/2 acres next to our operating site for future development. In July
1993, Tropicana Atlantic City became wholly-owned by Aztar.
TROPICANA LAS VEGAS
Tropicana Las Vegas is located on a 34-acre site in Las Vegas, Nevada.
Tropicana Enterprises owns the Tropicana Las Vegas and leases it to Hotel
Ramada of Nevada, a wholly-owned subsidiary of Aztar. Hotel Ramada of
Nevada operates the casino and hotel under the lease, which expires in
2011. Adamar of Nevada, a wholly-owned subsidiary of Aztar, owns a
noncontrolling 50% general partnership interest in Tropicana Enterprises.
The remaining 50% general partnership interest in Tropicana Enterprises is
held by various individuals and trusts associated with the Jaffe family
subject to preferences on liquidation. On February 2, 1998, we acquired an
option to purchase the 50% partnership interest that we do not own. The
option agreement gives us an unconditional right, but not the obligation,
to purchase the partnership interest for $120 million. This option
agreement was amended on February 1, 1999 to extend the option until
February 1, 2002. We are exploring alternatives for a major redevelopment
of the Las Vegas Tropicana. The amount and timing of any future
expenditure, and the extent of any impact on existing operations, will
depend on the nature of the redevelopment that we ultimately undertake.
RAMADA EXPRESS
Ramada Express is located on an approximate 28-acre site in Laughlin,
Nevada. Ramada Express is wholly-owned by Aztar.
CASINO AZTAR EVANSVILLE
Casino Aztar Evansville operates on and from a base 8-acre site next to the
Ohio River in downtown Evansville, Indiana. Approximately 4 1/2 acres are
leased. The lease was entered into in 1995 for 10 years. The lease has 3
options to renew for 5 years each. The remaining approximately 3 1/2 acres
are wholly-owned by us. In addition, we have a seven-acre site located
near our base site that we are using for parking. We are searching for
third-party developers to develop facilities on this site that would
complement our operations.
CASINO AZTAR CARUTHERSVILLE
Casino Aztar Caruthersville operates on and from a 37-acre site next to the
Mississippi River in downtown Caruthersville, Missouri. The site and
facilities are wholly-owned by us. We have some unused land at this site
and we are encouraging third-party developers to develop facilities on this
land that would complement our operations.
29
GENERAL
We lease our corporate headquarters located in Phoenix, Arizona and own or
lease some other facilities which are not material to our operations.
Substantially all land, casino hotel buildings, casino riverboats,
pavilions, furnishings and equipment owned by us are pledged as collateral
under our revolving credit facility.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
Aztar is a defendant in an action originally filed in the United States
District Court for the Middle District of Florida, Orlando Division
entitled William H. Poulos, On Behalf of Himself and All Others Similarly
Situated vs. Caesars World, Inc., et al., filed on April 26, 1994. This
action was consolidated with another subsequently filed action in that
court entitled William Ahearn, On Behalf of Himself and All Others
Similarly Situated vs. Caesars World, Inc., et al., currently consolidated
Case No. CV-S-94-1126-DAE(RJJ)-BASE FILE (the "Actions" or collectively,
the "Poulos/Ahearn Case"). Both Actions were brought under RICO and state
common law and seek compensatory and punitive damages in excess of $1
billion from the defendants. The complaints allege that the defendants
took part in a scheme intended to induce people to play video poker and
electronic slot machines based on false beliefs concerning how those
machines actually operate as well as the extent to which there is actually
an opportunity to win on any given play. The precise nature of Aztar's
role in the alleged fraud and conspiracy to defraud is not discernible from
the complaint.
On September 26, 1995, an action entitled Larry Schreier, On Behalf of
Himself and All Others Similarly Situated vs. Caesars World, Inc., et al.,
Case No. CV-S-95-00923-DWH(RJJ)(the "Schreier Case") was commenced in the
United States District Court for the District of Nevada. The Schreier Case
is identical to the Poulos/Ahearn Case in all material respects, except
that the named plaintiff in the Schreier Case purports to represent a
smaller and more precisely defined class of persons than the plaintiffs in
the Poulos/Ahearn Case. The defendants (including Aztar) moved to dismiss
the Schreier complaint on the same grounds as in the previously described
Poulos/Ahearn Case, as well as on the ground that this case was filed for
an improper purpose, an attempt to circumvent prior rulings of the Court in
the Poulos/Ahearn Case. On August 15, 1996, District Judge Lloyd D. George
granted the motion to dismiss, without prejudice. An amended complaint
containing the same principal allegations was filed on September 30, 1996.
The defendants (including Aztar) filed motions to dismiss the amended
complaint for failure to state a claim and on other grounds. The Plaintiff
opposed these motions.
The Poulos/Ahearn Case and the Schreier Case were consolidated, as was the
action entitled William H. Poulos, On Behalf of Himself and All Others
Similarly Situated vs. Ambassador Cruise Lines, Inc., et al., Case No. CV-
S-95-936 LDG(RLH)(the "Cruise Ship Case"). (The allegations in the Cruise
Ship Case are nearly identical to those made in the Poulos/Ahearn and
Schreier cases, and are made against a group of defendants consisting of
several manufacturers and distributors of gaming devices, as well as
numerous cruise ship operators and companies which operate cruise ship
casinos.) The Poulos/Ahearn Case, the Schreier Case and the Cruise Ship
Case are collectively referred to as the "Consolidated Cases."
30
On February 14, 1997, the Plaintiffs filed a consolidated amended complaint
in the Consolidated Cases. On March 21, 1997, the Defendants moved to
dismiss the consolidated amended complaint for failure to state a claim and
on other grounds. The Plaintiffs opposed these motions. The defendants
filed reply memoranda in support of the motions. The motions were argued
on November 3, 1997.
On December 19, 1997, the court entered orders deciding the motions in the
Consolidated Cases. The substance of those orders is as follows:
1. The motion to dismiss was granted as to the "wire fraud"
allegation in the RICO claim; the balance of the motion to dismiss the RICO
claims was denied.
2. The motion to strike some parts of the consolidated amended
complaint was granted in part.
3. The remaining motions (to dismiss and to stay or abstain) were
denied.
4. The plaintiffs were permitted to delete Mr. Ahearn, and add Ms.
McElmore as a class representative.
The plaintiffs in the Consolidated Cases filed a second consolidated
amended complaint on January 9, 1998. The Second Consolidated Amended
Complaint contains claims which are nearly identical to those in the
previously dismissed complaints. The defendants answered, denying the
substantive allegations of the Second Consolidated Amended Complaint. On
March 18, 1998, the plaintiffs filed a motion for class certification. On
March 19, 1998, the Magistrate Judge granted defendants' motion seeking to
bifurcate discovery into "class" and "merits" phases, and to stay "merits"
discovery pending a decision on plaintiffs' motion for class certification.
On August 7, 1998, the defendants filed their opposition to the motion for
class certification. The plaintiffs' reply memorandum was filed on August
25, 1998, and the matter has been submitted to the judge for decision. The
stay of merits discovery remains in effect until the court decides the
motion for class certification.
We believe that plaintiffs' allegations are without merit, and we intend to
defend the actions vigorously.
We are a party to various claims, legal actions and complaints arising in
the ordinary course of business or asserted by way of defense or
counterclaim in actions filed by us. Management believes that its defenses
are substantial in each of these matters and that our legal posture can be
successfully defended or satisfactorily settled without material adverse
effect on our consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None
31
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
The registrant has elected not to include information concerning its
executive officers in its 2000 Proxy Statement, as allowed by the Proxy
Statement instructions. The registrant relies on General Instruction G(3)
of this report on Form 10-K in presenting the following information on its
executive officers.
Tenure
-----------------
With Present
Name Office Age Company Position
- ------------------- ---------------------------- --- -------- --------
Paul E. Rubeli Chairman of the Board, 56 21 years 8 years
President and Chief
Executive Officer
Robert M. Haddock Executive Vice President 55 19 years 13 years
and Chief Financial
Officer
Nelson W. Armstrong,
Jr. Vice President, 58 27 years 10 years
Administration, and Secretary
Joe C. Cole Vice President, 61 12 years 12 years
Corporate Communications
Meridith P. Sipek Controller 53 22 years 10 years
Neil A. Ciarfalia Treasurer 52 5 years 5 years
Paul E. Rubeli. Mr. Rubeli joined Ramada Inc. in 1979 as group vice
president, industrial operations. He served as executive vice president,
gaming, of Ramada Inc. from 1982 to December 1989, when he was appointed
president and chief operating officer of Aztar. He was appointed president
and chief executive officer in February 1990 and was appointed chairman of
the board in addition to his other positions in February 1992.
Robert M. Haddock. Mr. Haddock joined Ramada Inc. in 1980 and held various
positions before becoming executive vice president and chief financial
officer in March 1987, serving in that capacity until 1989, when he assumed
the same position with Aztar.
Nelson W. Armstrong, Jr. Mr. Armstrong joined Ramada Inc. in 1973 as an
accounting supervisor and held various positions on the corporate
accounting staff, serving as vice president and controller, of Ramada Inc.
In 1989, Mr. Armstrong became vice president and controller of Aztar until
he was appointed vice president, administration, and secretary of Aztar in
March 1990.
Joe C. Cole. Mr. Cole joined Ramada Inc. in March 1988 as vice president,
corporate communications, after having been affiliated with Phoenix
Newspapers Inc. for 26 years as a reporter, columnist and editor. He
became vice president, corporate communications of Aztar in 1989.
32
EXECUTIVE OFFICERS OF THE REGISTRANT (continued)
- ------------------------------------------------
Meridith P. Sipek. Mr. Sipek joined Ramada Inc.'s corporate accounting
staff in 1977 as a manager and held various positions in corporate and
hotel accounting, serving as hotel group controller, before being named
assistant corporate controller. Mr. Sipek became Aztar's assistant
corporate controller in 1989 and he was appointed controller in March 1990.
Neil A. Ciarfalia. Mr. Ciarfalia joined Aztar in 1995 as treasurer. Prior
to joining Aztar, Mr. Ciarfalia spent 11 years with the commercial aircraft
division of Saab-Scania AB. During that time, he served Saab as president
of the various divisional finance companies which arranged or provided
financing for the acquisition of Saab aircraft and related products.
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- ----------------------------------------------------------------------
MATTERS
- -------
Aztar had 8,407 shareholders of record as of March 1, 2000.
The additional information required by this Item 5 is included in this
report on F-18, F-32, F-42 and F-52.
ITEM 6. SELECTED FINANCIAL DATA
- -------------------------------
The information required by Item 6 is included in this report on page F-52.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------------------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
The information required by Item 7 is included in this report on pages F-42
through F-51.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
The information required by Item 7A is included in this report on pages
F-49 and F-50 under the caption "Market Risk".
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
Reference is made to the Index to Financial Statements and Schedules on
page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
None.
33
PART III
--------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information required by Item 10 is incorporated by reference to the
registrant's definitive Proxy Statement to be filed with the Securities and
Exchange Commission. A cross-referenced index is located on the facing
page of this report.
Information concerning the registrant's executive officers is presented
above under a separate caption in Part I of this report.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The information required by Item 11 is incorporated by reference to the
registrant's definitive Proxy Statement to be filed with the Securities and
Exchange Commission. A cross-referenced index is located on the facing
page of this report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
The information required by Item 12 is incorporated by reference to the
registrant's definitive Proxy Statement to be filed with the Securities and
Exchange Commission. A cross-referenced index is located on the facing
page of this report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
None
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a) 1. Financial Statements:
See the Index to Financial Statements and Schedules on page F-1.
2. Financial Statement Schedules:
See the Index to Financial Statements and Schedules on page F-1.
3. Exhibits:
See the exhibit index on page E-1 for a listing of exhibits filed
with this report and those incorporated by reference.
All other exhibits have been omitted because the information
is not required or is not applicable.
34
(b) Reports on Form 8-K:
On December 15, 1999, Aztar filed a report on Form 8-K under
Item 5. Other events to report Aztar's adoption of a new
stockholder rights plan and to file as Exhibit 4 to the Form
8-K, the Rights Agreement dated as of December 14, 1999.
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned registrant hereby undertakes as follows, which undertaking
shall be incorporated by reference into registrant's Registration
Statements on Form S-8 No. 33-32399, No. 33-44794 and No. 333-79297 (filed
January 5, 1990, December 24, 1991 and May 26, 1999, respectively):
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
35
<PAGE>
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.
AZTAR CORPORATION By ROBERT M. HADDOCK March 20, 2000
----------------- ------------------------- ------------------
Registrant Robert M. Haddock Date
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
PAUL E. RUBELI Chairman of the Board, President March 20, 2000
- ------------------------- and Chief Executive Officer, and ----------------
Paul E. Rubeli Director
ROBERT M. HADDOCK Executive Vice President and March 20, 2000
- ------------------------- Chief Financial Officer, and ----------------
Robert M. Haddock Director
MERIDITH P. SIPEK Controller March 20, 2000
- ------------------------- ----------------
Meridith P. Sipek
JOHN B. BOHLE Director March 20, 2000
- ------------------------- ----------------
John B. Bohle
GORDON M. BURNS Director March 20, 2000
- ------------------------- ----------------
Gordon M. Burns
E. M. CARSON Director March 20, 2000
- ------------------------- ----------------
Edward M. Carson
LINDA C. FAISS Director March 20, 2000
- ------------------------- ----------------
Linda C. Faiss
JAMES L. KUNKEL Director March 20, 2000
- ------------------------- ----------------
James L. Kunkel
ROBERT S. ROSOW Director March 20, 2000
- ------------------------- ----------------
Robert S. Rosow
R. SNELL Director March 20, 2000
- ------------------------- ----------------
Richard Snell
TERENCE W. THOMAS Director March 20, 2000
- ------------------------- ----------------
Terence W. Thomas
36
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
I. Financial Statements Page
----
1. Aztar Corporation and Subsidiaries
Report of Independent Accountants . . . . . . . . . . . . . . . F-2
Consolidated Balance Sheets at December 30, 1999 and
December 31, 1998 . . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Operations for the years ended
December 30, 1999, December 31, 1998 and January 1, 1998 . . F-5
Consolidated Statements of Cash Flows for the years ended
December 30, 1999, December 31, 1998 and January 1, 1998 . . F-7
Consolidated Statements of Shareholders' Equity for the
years ended December 30, 1999, December 31, 1998 and
January 1, 1998 . . . . . . . . . . . . . . . . . . . . . . . F-9
Notes to Consolidated Financial Statements. . . . . . . . . . . F-11
2. Tropicana Enterprises
Report of Independent Accountants . . . . . . . . . . . . . . . F-33
Balance Sheets at December 30, 1999 and December 31, 1998 . . . F-34
Statements of Operations for the years ended December 30,
1999, December 31, 1998 and January 1, 1998 . . . . . . . . . F-35
Statements of Cash Flows for the years ended December 30,
1999, December 31, 1998 and January 1, 1998 . . . . . . . . . F-36
Statements of Partners' Capital for the years ended
December 30, 1999, December 31, 1998 and January 1, 1998 . . F-37
Notes to Financial Statements . . . . . . . . . . . . . . . . . F-38
II. Financial Statement Schedules - Aztar Corporation and Subsidiaries
Report of Independent Accountants . . . . . . . . . . . . . . . .S-1
Schedule II - Valuation and Qualifying Accounts . . . . . . . . .S-2
All other schedules are omitted because the required information is
either presented in the financial statements or notes thereto, or is
not present in amounts sufficient to require submission of the
schedule.
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors
Aztar Corporation
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, cash flows and shareholders'
equity present fairly, in all material respects, the financial position of
Aztar Corporation and Subsidiaries (the "Company") at December 30, 1999 and
December 31, 1998, and the results of their operations and their cash flows
for each of the three years in the period ended December 30, 1999 in
conformity with accounting principles generally accepted in the United
States. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable
basis for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
Phoenix, Arizona
February 1, 2000
F-2
<TABLE>
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
----------------------------------------
(in thousands, except share data)
<CAPTION>
December 30, December 31,
1999 1998
----------- ----------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 54,180 $ 58,600
Accounts receivable, net 26,104 31,496
Refundable income taxes 881 --
Inventories 7,836 6,496
Prepaid expenses 11,293 9,234
Deferred income taxes, net 17,333 15,957
---------- ----------
Total current assets 117,627 121,783
Investments in and advances to
unconsolidated partnership 7,659 8,437
Other investments 20,379 21,005
Property and equipment:
Buildings, riverboats and equipment, net 754,900 778,420
Land 102,428 99,035
Construction in progress 4,382 2,153
Leased under capital leases, net 4,447 7,782
---------- ----------
866,157 887,390
Deferred charges and other assets 37,185 39,087
---------- ----------
$1,049,007 $1,077,702
========== ==========
</TABLE>
[FN]>
The accompanying notes are an integral part of these financial statements.
F-3
<TABLE>
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
----------------------------------------
(in thousands, except share data)
<CAPTION>
December 30, December 31,
1999 1998
----------- ----------
<S> <C> <C>
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accruals $ 51,197 $ 52,935
Accrued payroll and employee benefits 26,399 26,208
Accrued interest payable 5,198 12,608
Income taxes payable -- 3,185
Current portion of long-term debt 3,334 2,537
Current portion of other long-term liabilities 3,198 2,921
---------- ----------
Total current liabilities 89,326 100,394
Long-term debt 497,628 487,543
Other long-term liabilities 21,099 22,882
Deferred income taxes 6,041 5,635
Contingencies and commitments
Series B ESOP convertible preferred stock
(redemption value $9,734 and $7,147) 7,003 7,147
Shareholders' equity:
Common stock, $.01 par value (42,945,190
and 45,337,834 shares outstanding) 506 492
Paid-in capital 420,786 412,528
Retained earnings 63,963 58,207
Less: Treasury stock (57,345) (17,126)
---------- ----------
Total shareholders' equity 427,910 454,101
---------- ----------
$1,049,007 $1,077,702
========== ==========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-4
<TABLE>
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998
-----------------------------------
(in thousands, except per share data)
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Revenues
Casino $646,918 $666,360 $645,604
Rooms 65,268 56,064 53,126
Food and beverage 53,283 52,671 51,776
Other 34,845 31,041 31,851
-------- -------- --------
800,314 806,136 782,357
Costs and expenses
Casino 286,934 300,625 298,104
Rooms 35,361 31,912 30,258
Food and beverage 54,760 53,714 54,736
Other 30,258 26,365 25,378
Marketing 86,597 86,618 88,360
General and administrative 74,102 76,331 70,215
Utilities 14,124 13,322 14,249
Repairs and maintenance 26,129 24,399 23,741
Provision for doubtful accounts 7,753 14,913 12,944
Property taxes and insurance 23,672 23,425 24,093
Rent 17,122 19,373 21,379
Depreciation and amortization 53,908 53,493 51,508
-------- -------- --------
710,720 724,490 714,965
-------- -------- --------
Operating income 89,594 81,646 67,392
Interest income 1,481 2,154 2,026
Interest expense (52,763) (59,588) (62,543)
-------- -------- --------
Income before other items, income
taxes and extraordinary items 38,312 24,212 6,875
Equity in unconsolidated partnership's loss (3,961) (4,336) (4,618)
-------- -------- --------
Income before income taxes and
extraordinary items 34,351 19,876 2,257
Income taxes (12,222) (8,368) 2,185
-------- -------- --------
Income before extraordinary items 22,129 11,508 4,442
Extraordinary items (15,740) (1,346) --
-------- -------- --------
Net income $ 6,389 $ 10,162 $ 4,442
======== ======== ========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-5
<TABLE>
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (continued)
For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998
-----------------------------------
(in thousands, except per share data)
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Earnings per common share:
Income before extraordinary items $ .48 $ .24 $ .08
Extraordinary items (.35) (.03) --
-------- -------- ---------
Net income $ .13 $ .21 $ .08
======== ======== ========
Earnings per common share assuming
dilution:
Income before extraordinary items $ .46 $ .23 $ .08
Extraordinary items (.34) (.03) --
-------- -------- --------
Net income $ .12 $ .20 $ .08
======== ======== ========
Weighted-average common shares
applicable to:
Earnings per common share 44,598 45,230 45,121
Earnings per common share assuming
dilution 46,197 46,614 46,687
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-6
<TABLE>
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998
--------------
(in thousands)
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net income $ 6,389 $ 10,162 $ 4,442
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 55,744 55,735 54,216
Provision for losses on accounts
receivable 7,753 14,913 12,944
Loss on early retirement of debt 24,216 2,071 --
Loss on reinvestment obligation 953 52 569
Rent expense (888) (900) (984)
Distribution in excess of equity in
income of partnership 778 938 985
Deferred income taxes (970) 1,412 (184)
Change in assets and liabilities:
(Increase) decrease in accounts
receivable 353 (387) (15,128)
(Increase) decrease in refundable
income taxes (881) -- 1,201
(Increase) decrease in inventories
and prepaid expenses (3,435) 847 (1,141)
Increase (decrease) in accounts
payable, accrued expenses and
income taxes payable (9,714) 93 (8,324)
Other items, net 369 1,465 893
--------- --------- ---------
Net cash provided by (used in)
operating activities 80,667 86,401 49,489
--------- --------- ---------
Cash Flows from Investing Activities
Payments received on notes receivable 1,701 1,493 1,310
Reduction in other investments 958 4,057 8,194
Purchases of property and equipment (29,414) (25,088) (25,117)
Additions to other long-term assets (7,257) (11,102) (7,714)
--------- --------- ---------
Net cash provided by (used in)
investing activities $ (34,012) $ (30,640) $ (23,327)
--------- --------- ---------
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-7
<TABLE>
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998
--------------
(in thousands)
<CAPTION>
1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Cash Flows from Financing Activities
Proceeds from issuance of long-term debt $689,600 $478,400 $237,700
Proceeds from issuance of common stock 3,107 402 697
Principal payments on long-term debt (680,477) (517,178) (259,419)
Premium paid on early retirement of debt (15,551) -- --
Principal payments on other long-term
liabilities (1,277) (1,527) (1,777)
Debt issuance costs (6,626) (2,246) (195)
Repurchase of common stock (38,319) -- --
Preferred stock dividend (596) (649) (689)
Redemption of preferred stock (936) (492) (481)
-------- -------- --------
Net cash provided by (used in)
financing activities (51,075) (43,290) (24,164)
-------- -------- --------
Net increase (decrease) in cash and
cash equivalents (4,420) 12,471 1,998
Cash and cash equivalents at beginning
of year 58,600 46,129 44,131
-------- -------- --------
Cash and cash equivalents at end
of year $ 54,180 $ 58,600 $ 46,129
======== ======== ========
Supplemental Cash Flow Disclosures
Summary of non-cash investing and
financing activities:
Reduction in land and other long-term
liabilities $ -- $ -- $ 2,000
Capital lease obligations incurred
for property and equipment 16 9,625 552
Tax benefit from stock options
and preferred stock dividend 3,278 140 247
Forfeiture of restricted stock -- -- 24
Exchange of common stock in lieu of
cash payments in connection with
the exercise of stock options 1,900 -- --
Cash flow during the year for the following:
Interest paid, net of amount capitalized $ 58,338 $ 57,913 $ 60,041
Income taxes paid (refunded) 5,503 3,803 (3,233)
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-8
<TABLE>
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998
--------------
(in thousands)
<CAPTION>
Unearned
Common Paid-in Retained Treasury Compen-
Stock Capital Earnings Stock sation Total
-------- -------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance,
January 2, 1997 $ 489 $411,158 $ 44,846 $(17,102) $ (117) $439,274
Stock options
exercised 2 695 697
Tax benefit from
stock options
exercised 176 176
Preferred stock
dividend and
losses on
redemption,
net of income
tax benefit (634) (634)
Forfeiture of
restricted stock (24) 24 --
Amortization of
unearned
compensation 83 83
Net income 4,442 4,442
------- -------- -------- -------- -------- --------
Balance,
January 1, 1998 491 412,029 48,654 (17,126) (10) 444,038
Stock options
exercised 1 401 402
Tax benefit from
stock options
exercised 98 98
Preferred stock
dividend and
losses on
redemption,
net of income
tax benefit (609) (609)
Amortization of
unearned
compensation 10 10
Net income 10,162 10,162
------- -------- -------- -------- -------- --------
Balance,
December 31, 1998 $ 492 $412,528 $ 58,207 $(17,126) $ -- $454,101
======= ======== ======== ======== ======== ========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-9
<TABLE>
AZTAR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (continued)
For the Years Ended December 30, 1999, December 31, 1998 and January 1, 1998
-------------
(in thousands)
<CAPTION>
Unearned
Common Paid-in Retained Treasury Compen-
Stock Capital Earnings Stock sation Total
------- -------- --------- --------- --------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1998 $ 492 $412,528 $ 58,207 $(17,126) $ -- $454,101
Stock options
exercised 14 4,993 (4,571) 436
Tax benefit
from stock
options exercised 3,265 3,265
Preferred stock
dividend and losses
on redemption, net
of income tax
benefit (633) (633)
Repurchase of common
stock (35,648) (35,648)
Net income 6,389 6,389
------- -------- -------- -------- -------- --------
Balance,
December 30, 1999 $ 506 $420,786 $ 63,963 $(57,345) $ -- $427,910
======= ======== ======== ======== ======== ========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidated Statements
Aztar Corporation ("Aztar" or "Company") was incorporated in Delaware in
June 1989 to operate the gaming business of Ramada Inc. ("Ramada") after
the restructuring of Ramada ("Restructuring"). The Restructuring involved
the disposition of Ramada's hotel and restaurant businesses with Ramada's
shareholders retaining their interest in the gaming business. As part of
the Restructuring, the gaming business and certain other assets and
liabilities of Ramada were transferred to Aztar, and a wholly-owned
subsidiary of New World Hotels (U.S.A.), Inc. was merged with Ramada
("Merger"). In the Merger, each share of Ramada common stock was converted
into the right to receive $1.00 and one share of Aztar common stock.
The Company operates casino hotels in Atlantic City, New Jersey and Las
Vegas, Nevada, under the Tropicana name and in Laughlin, Nevada, as Ramada
Express. The Company operates casino riverboats in Caruthersville,
Missouri and Evansville, Indiana under the Casino Aztar name. A
substantial portion of the Company's consolidated revenues and assets is
concentrated at the Atlantic City Tropicana.
The consolidated financial statements include the accounts of Aztar and all
of its controlled subsidiaries and partnerships. All subsidiary companies
are wholly owned. In consolidating, all material intercompany transactions
are eliminated. The Company uses a 52/53 week fiscal year ending on the
Thursday nearest December 31, which included 52 weeks in 1999, 1998 and
1997.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Cash and Cash Equivalents
Highly liquid investments purchased with an original maturity of three
months or less are classified as cash equivalents. These instruments are
stated at cost, which approximates fair value because of their short
maturity.
Short-term Investments
Short-term investments purchased with an original maturity of over three
months but less than one year are stated at cost, which approximates fair
value because of their short maturity. There were no short-term
investments at December 30, 1999 or December 31, 1998.
Inventories
Inventories, which consist primarily of food, beverage and operating
supplies, are stated at the lower of cost or market value. Costs are
determined using the first-in, first-out method.
F-11
Advertising Costs
Costs for advertising are expensed as incurred, except costs for direct-
response advertising, which are capitalized and amortized over the period
of the related program. Direct-response advertising costs consist
primarily of mailing costs associated with direct-mail programs.
Capitalized advertising costs, included in prepaid expenses, were
immaterial at December 30, 1999 and December 31, 1998. Advertising costs
that were expensed during the year were $18,563,000 in 1999, $17,439,000 in
1998 and $18,423,000 in 1997.
Other Investments
The Casino Reinvestment Development Authority ("CRDA") bonds are classified
as held-to-maturity securities and are carried at amortized cost.
Property and Equipment
Property and equipment are stated at cost. During construction, the
Company capitalizes interest and other direct and indirect development
costs. Interest is capitalized monthly by applying the effective interest
rate on certain borrowings to the average balance of expenditures. There
was no interest capitalized during 1999, 1998 or 1997.
Depreciation and amortization are computed by the straight-line method
based upon the following useful lives: buildings and improvements, 3-40
years; riverboats, barge, docking facilities and improvements, 3-25 years;
furniture and equipment, 3-15 years; and leasehold improvements, shorter of
lease term or asset useful life. Accumulated depreciation and amortization
on buildings, riverboats and equipment was $352,400,000 at December 30,
1999 and $307,541,000 at December 31, 1998.
Improvements, renewals and extraordinary repairs that extend the life of
the asset are capitalized; other repairs and maintenance are expensed. The
cost and accumulated depreciation applicable to assets retired are removed
from the accounts and the gain or loss, if any, on disposition is
recognized in income as realized.
Deferred Charges
Debt issuance costs are capitalized as incurred and amortized using the
interest method. Capitalized debt issuance costs, net of accumulated
amortization of $1,199,000 and $4,916,000, were $7,672,000 and $9,690,000
at December 30, 1999 and December 31, 1998, respectively.
Costs incurred to obtain initial gaming licenses to operate a casino are
capitalized as incurred and amortized evenly over ten years beginning with
the commencement of operations; subsequent renewal costs are amortized
evenly over the renewal period. Deferred licensing costs consist primarily
of payments or obligations to civic and community organizations, legal and
consulting fees, application and selection fees with associated
investigative costs and direct internal salaries and related costs of
development personnel. Deferred licensing costs in connection with initial
gaming licenses, net of accumulated amortization of $9,689,000 and
$8,868,000, were $14,797,000 and $16,567,000 at December 30, 1999 and
December 31, 1998, respectively.
F-12
Preopening costs directly related to the opening of a gaming operation or
major addition to a gaming operation are expensed as incurred. Prior to
January 1, 1999, preopening costs were capitalized as incurred and expensed
in the period the related facility commenced operations. Preopening costs
consist primarily of salaries and wages, marketing, temporary office
expenses, professional fees and training costs. There were no capitalized
preopening costs at December 31, 1998.
Development costs associated with pursuing opportunities in gaming
jurisdictions, as well as in jurisdictions in which gaming has not been
approved, are expensed as incurred until a particular opportunity is
determined to be viable, generally when the Company has been selected as
the operator of a new gaming facility, has applied for a gaming license or
has obtained rights to a specific site. Development costs incurred
subsequent to these criteria being met are capitalized. Development costs
consist of deferred licensing costs and site acquisition costs. In
jurisdictions in which gaming has not been approved, only site acquisition
costs are capitalized. In the event a project is later determined not to
be viable or the Company is not licensed to operate a facility at a site,
the capitalized costs related to this project or site would be expensed.
At December 30, 1999 and December 31, 1998, the Company had capitalized
development costs of $4,778,000 and $2,630,000, respectively. It is
reasonably possible that management's estimate of viability with regard to
a development project may change in the near term.
Valuation of Long-Lived Assets
Long-lived assets and certain identifiable intangibles held and used by the
Company are reviewed for impairment whenever events or changes in
circumstances warrant such a review. The carrying value of a long-lived or
intangible asset is considered impaired when the anticipated undiscounted
cash flow from such asset is separately identifiable and is less than its
carrying value. In that event, a loss is recognized based on the amount by
which the carrying value exceeds the fair value of the asset. Fair value
is determined primarily using the anticipated cash flows discounted at a
rate commensurate with the risk involved. Losses on long-lived assets to
be disposed of are determined in a similar manner, except that fair values
are reduced for the cost of disposition.
Equity Instruments
The fair-value-based method of accounting is used for equity instruments
issued to nonemployees for goods or services. The intrinsic-value-based
method of accounting is used for stock-based employee compensation plans.
F-13
Revenue Recognition
<TABLE>
Casino revenue consists of gaming win net of losses. Revenues exclude the
retail value of complimentary food and beverage, accommodations and other
goods and services provided to customers. The estimated costs of providing
such complimentaries have been classified as casino expenses through
interdepartmental allocations as follows (in thousands):
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Rooms $ 20,482 $ 22,172 $ 22,710
Food and beverage 50,143 49,599 47,755
Other 3,404 3,053 2,957
-------- -------- --------
$ 74,029 $ 74,824 $ 73,422
======== ======== ========
</TABLE>
Income Taxes
Deferred tax assets and liabilities are recognized for the expected future
tax consequences of events that have been included in the financial
statements or income tax returns. Deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax
bases of assets and liabilities using enacted rates expected to apply to
taxable income in the years in which those differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of
a change in tax rates is recognized in income in the period that includes
the enactment date.
Earnings per Share
Earnings per common share excludes dilution and is computed by dividing
income applicable to common shareholders by the weighted-average number of
common shares outstanding. Earnings per common share, assuming dilution,
is computed based on the weighted-average number of common shares
outstanding after consideration of the dilutive effect of stock options and
the assumed conversion of the preferred stock at the stated rate.
Reclassifications
Certain reclassifications have been made in the 1998 Consolidated Statement
of Cash Flows in order to be comparable with the 1999 presentation.
NOTE 2. CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents, long-term investments and trade accounts receivable. The
Company places its cash and temporary cash investments with high-credit-
quality financial institutions. At times, such investments may be in
excess of the FDIC and SIPC insurance limits.
The Atlantic City Tropicana has a concentration of credit risk in the
northeast region of the U.S. Approximately 47% of the receivables at the
Nevada operations are concentrated in Asian and Latin American customers
and the remainder of their receivables are concentrated in California and
the southwest region of the U.S. As a general policy, the Company does not
F-14
require collateral for these receivables. At December 30, 1999 and
December 31, 1998, the net receivables at Tropicana Atlantic City were
$17,017,000 and $16,645,000, respectively, and the net receivables at
Tropicana Las Vegas and Ramada Express combined were $7,671,000 and
$13,441,000, respectively.
An allowance for doubtful accounts is maintained at a level considered
adequate to provide for possible future losses. At December 30, 1999 and
December 31, 1998, the allowance for doubtful accounts was $24,744,000 and
$25,296,000, respectively.
NOTE 3. INVESTMENTS IN AND ADVANCES TO UNCONSOLIDATED PARTNERSHIP
The Company's investment in unconsolidated partnership is a noncontrolling
partnership interest of 50% in Tropicana Enterprises, a Nevada general
partnership that owns the real property and certain personal property that
the Company leases in the operation of the Las Vegas Tropicana. The
Company uses the equity method of accounting for this investment and in
connection with the lease expensed rents of $17,068,000 in 1999,
$16,540,000 in 1998 and $16,554,000 in 1997, of which 50% was eliminated in
consolidation. The Company has an option to purchase the 50% partnership
interest that it does not own. The option gives the Company an
unconditional right, but not the obligation, to purchase the partnership
interest for $120,000,000 until as late as February 1, 2002.
<TABLE>
Summarized balance sheet information and operating results for the
unconsolidated partnership are as follows (in thousands):
<CAPTION>
December 30, December 31,
1999 1998
----------- -----------
<S> <C> <C>
Income producing properties $ 49,284 $ 52,018
Other assets 10,161 10,891
Bank term loan payable 56,931 60,228
Other liabilities 1,231 938
<CAPTION>
1999 1998 1997
---------- ---------- --------
<S> <C> <C> <C>
Revenues $ 17,126 $ 16,568 $ 16,591
Operating expenses (2,743) (2,743) (2,743)
-------- -------- --------
Operating income 14,383 13,825 13,848
Interest expense (4,124) (4,833) (5,397)
-------- -------- --------
Net income $ 10,259 $ 8,992 $ 8,451
======== ======== ========
</TABLE>
<TABLE>
The Company's share of the above operating results, after intercompany
eliminations, is as follows (in thousands):
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Equity in unconsolidated
partnership's loss $ (3,961) $ (4,336) $ (4,618)
</TABLE>
F-15
NOTE 4. OTHER INVESTMENTS
<TABLE>
Other investments consist of the following (in thousands):
<CAPTION>
December 30, December 31,
1999 1998
---------- ----------
<S> <C> <C>
CRDA deposits, net of a valuation
allowance of $6,025 and $6,452 $14,751 $16,645
CRDA bonds, net of an unamortized
discount of $3,292 and $1,912 5,628 4,360
------- -------
$20,379 $21,005
======= =======
</TABLE>
The Company deposits funds with the CRDA to satisfy a New Jersey assessment
based upon its casino revenues. Deposits with the CRDA bear interest at
two-thirds of market rates resulting in a fair value lower than cost. If
not used for other purposes, the CRDA deposits are used to invest in bonds
issued by the CRDA as they become available that also bear interest at two-
thirds of market rates. The CRDA bonds have various contractual maturities
that range from 15 to 48 years. Actual maturities may differ from
contractual maturities because of prepayment rights.
The Company has an agreement with the CRDA for approximately $24,000,000 in
funding in connection with a completed expansion project at the Atlantic
City Tropicana. The Company receives funds from the CRDA based on
expenditures made for the project to the extent that the Company has
available funds on deposit with the CRDA that qualify for this funding. As
of December 30, 1999, the Company has received approximately $19,100,000 in
funding from the CRDA under this agreement. At December 30, 1999 and
December 31, 1998, the Company had approximately $600,OOO and $800,000,
respectively, in available deposits with the CRDA that qualified and
accordingly reclassified these amounts to accounts receivable.
NOTE 5. LAS VEGAS TROPICANA REDEVELOPMENT
The Company is exploring alternatives for a major redevelopment of the Las
Vegas Tropicana. The amount and timing of any future expenditure, and the
extent of any impact on existing operations, will depend on the nature of
the redevelopment ultimately undertaken by the Company.
The net book value of the property and equipment used in the operation of
the Las Vegas Tropicana was $29,846,000 at December 30, 1999. It is
reasonably possible that the carrying value of some or all of these assets
may change in the near term.
F-16
NOTE 6. LONG-TERM DEBT
<TABLE>
Long-term debt consists of the following (in thousands):
<CAPTION>
December 30, December 31,
1999 1998
----------- ----------
<S> <C> <C>
8 7/8% Senior Subordinated Notes Due 2007;
redeemable at a defined premium $235,000 $ --
11% Senior Subordinated Notes Due 2002 -- 200,000
13 3/4% Senior Subordinated Notes Due 2004 ($180,000
principal amount, 14% effective interest rate);
net of unamortized discount -- 178,243
Revolving credit facility; floating rate, 7.86%
at December 30, 1999; matures June 30, 2003 210,100 53,100
Term loan; floating rate, 8.65% at December 30, 1999;
matures June 30, 2005 49,875 50,000
Other notes payable; 14.6%; maturities to 2002 594 868
Obligations under capital leases 5,393 7,869
-------- --------
500,962 490,080
Less current portion (3,334) (2,537)
-------- --------
$497,628 $487,543
======== ========
</TABLE>
Maturities of long-term debt for the five years subsequent to December 30,
1999 are as follows (in thousands):
2000 $ 3,334
2001 2,503
2002 31,524
2003 180,704
2004 12,250
During 1999, the Company completely refinanced its senior subordinated
debt.
On April 7, 1999, the Company redeemed $75,000,000 principal amount of the
11% Senior Subordinated Notes due 2002 ("11% Notes") at 101.571% of the
principal amount plus accrued interest by utilizing borrowings under the
revolving credit facility ("Revolver").
On May 3, 1999, the Company issued $235,000,000 principal amount of 8 7/8%
Senior Subordinated Notes due May 15, 2007 ("8 7/8% Notes"). Interest is
payable semiannually on May 15 and November 15. The net proceeds from the
issuance of the 8 7/8% Notes, after payment of the fees and expenses of the
issuance, were approximately $228,800,000.
On June 2, 1999, the Company redeemed $125,000,000 principal amount of the
11% Notes at 101.571% of the principal amount plus accrued interest. On
August 20, 1999, the Company redeemed $5,540,000 principal amount of the 13
3/4% Senior Subordinated Notes due 2004 ("13 3/4% Notes") at 107.5% of the
principal amount plus accrued interest and on October 1, 1999, the Company
redeemed the remaining principal amount of $174,460,000 at 106.875% of the
principal amount plus accrued interest. These redemptions were funded from
the net proceeds of the 8 7/8% Notes and borrowings under the Revolver.
F-17
At any time prior to May 15, 2003, the 8 7/8% Notes are redeemable at the
option of the Company, in whole or in part, at a price of 100% of the
principal amount plus a redemption premium plus accrued interest. The
redemption premium will be equal to the greater of (1) 1% of the principal
amount or (2) the excess of (A) the sum of the present values of (i)
104.438% of the principal amount and (ii) all required interest payments
through May 15, 2003, excluding accrued but unpaid interest, computed in
each case using a discount rate equal to the treasury rate at the time of
redemption plus 50 basis points over (B) the principal amount. On or after
May 15, 2003, the 8 7/8% Notes are redeemable at the option of the Company,
in whole or in part, at prices from 104.438% of the principal amount plus
interest declining to 100% of the principal amount plus interest beginning
May 15, 2006.
The 8 7/8% Notes are general unsecured obligations of the Company and are
subordinated in right of payment to all present and future senior
indebtedness (as defined) of the Company. Upon change of control of the
Company, the holders of the 8 7/8% Notes would have the right to require
repurchase of the notes at 101% of the principal amount plus accrued
interest. Certain covenants in the 8 7/8% Notes limit the ability of the
Company to incur indebtedness, make certain payments or engage in mergers,
consolidations or sales of assets.
In April 1999, the Company and the lenders under the Revolver agreed to
expand the maximum amount available under the Revolver from $250,000,000 to
$300,000,000. In conjunction with this change, the quarterly reductions in
the maximum amount available under the Revolver were increased from
$10,000,000 to $12,000,000, commencing on September 30, 2000. Interest is
computed on the outstanding principal balance of the Revolver based upon,
at the Company's option, a one-, two-, three- or six-month Eurodollar rate
plus a margin ranging from 1.00% to 2.25%, or the prime rate plus a margin
ranging from zero to 1.00%. The applicable margin is dependent upon the
Company's outstanding indebtedness and operating cash flow. As of December
30, 1999, the margin was at 0.625% less than the highest level. Interest
computed based upon the Eurodollar rate is payable quarterly or on the last
day of the applicable Eurodollar interest period, if earlier. Interest
computed based upon the prime rate is payable quarterly. The Company
incurs a commitment fee ranging from 0.225% to 0.4375% per annum on the
unused portion of the Revolver.
The Term loan ("Term Loan") calls for quarterly principal payments of
$125,000 beginning on September 30, 1999 through June 30, 2004, and
$11,875,000 beginning on September 30, 2004 through maturity. Interest is
computed on the Term Loan based upon, at the Company's option, a one-,
two-, three- or six-month Eurodollar rate plus a margin of 2.5%. Interest
is payable quarterly or on the last day of the applicable Eurodollar
interest period, if earlier.
The collateral securing the Revolver and the Term Loan, shared on a pari
passu basis, consists of all the property of Tropicana Atlantic City,
Ramada Express and the casino riverboat operations and, with certain
exceptions, the stock of the Company's subsidiaries. The Revolver imposes
various restrictions on the Company, including limitations on its ability
to incur additional debt, commit funds to capital expenditures and
investments, merge or sell assets. The Revolver also prohibits dividends
on the Company's common stock (other than those payable in common stock)
and repurchases of the Company's common stock in excess of $100,000,000,
F-18
increased from $30,000,000 effective October 26, 1999, with limited
exceptions. In addition, the Revolver contains quarterly financial tests,
including a minimum requirement for operating cash flow, a minimum ratio of
fixed charge coverage and maximum ratios of total debt and senior debt to
operating cash flow. The restrictions imposed on the Company by the Term
Loan are similar to those imposed by the Company's senior subordinated
debt.
NOTE 7. LEASE OBLIGATIONS
The Company is a lessee under a number of noncancelable lease agreements
involving land, buildings, leasehold improvements and equipment, some of
which provide for contingent rentals based on revenues, the consumer price
index and/or interest rate fluctuations. The leases extend for various
periods up to 11 years and generally provide for the payment of executory
costs (taxes, insurance and maintenance) by the Company. Certain of these
leases have provisions for renewal options ranging from 1 to 15 years,
primarily under similar terms, and/or options to purchase at various dates.
<TABLE>
Properties leased under capital leases are as follows (in thousands):
<CAPTION>
December 30, December 31,
1999 1998
----------- ----------
<S> <C> <C>
Furniture and equipment $ 18,616 $ 18,714
Less accumulated amortization (14,169) (10,932)
-------- --------
$ 4,447 $ 7,782
======== ========
</TABLE>
Amortization of furniture and equipment leased under capital leases,
computed on a straight-line basis, was $3,237,000 in 1999, $2,357,000 in
1998 and $269,000 in 1997.
<TABLE>
Minimum future lease obligations on long-term, noncancelable leases in
effect at December 30, 1999 are as follows (in thousands):
<CAPTION>
Year Capital Operating
---- -------- ---------
<S> <C> <C>
2000 $ 2,998 $11,442
2001 1,809 9,755
2002 781 9,027
2003 231 8,341
2004 136 8,162
Thereafter 23 44,488
-------- --------
5,978 $91,215
========
Amount representing interest (585)
--------
Net present value 5,393
Less current portion (2,662)
--------
Long-term portion $ 2,731
========
</TABLE>
The above net present value is computed based on specific interest rates
determined at the inception of the leases.
F-19
<TABLE>
Rent expense is detailed as follows (in thousands):
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Minimum rentals $ 13,946 $ 15,968 $ 18,099
Contingent rentals 3,176 3,405 3,280
-------- -------- --------
$ 17,122 $ 19,373 $ 21,379
======== ======== ========
</TABLE>
NOTE 8. OTHER LONG-TERM LIABILITIES
<TABLE>
Other long-term liabilities consist of the following (in thousands):
<CAPTION>
December 30, December 31,
1999 1998
----------- ----------
<S> <C> <C>
Deferred compensation and
retirement plans $ 12,530 $ 11,871
Accrued rent expense 9,539 10,427
Obligation to City of Evansville
and other civic and community
organizations 1,800 3,050
Las Vegas Boulevard
beautification assessment 428 455
-------- --------
24,297 25,803
Less current portion (3,198) (2,921)
-------- --------
$ 21,099 $ 22,882
======== ========
</TABLE>
NOTE 9. REDEEMABLE PREFERRED STOCK
A series of preferred stock consisting of 100,000 shares has been
designated Series B ESOP Convertible Preferred Stock ("ESOP Stock") and
those shares were issued on December 20, 1989, to the Company's Employee
Stock Ownership Plan ("ESOP"). The ESOP purchased the shares for
$10,000,000 with funds borrowed from a subsidiary of the Company. These
funds were repayable in even semiannual payments of principal and interest
at 13 1/2% per year over a 10-year term, ending on September 15, 1999.
During 1999, 1998 and 1997, respectively, 8,716 shares, 4,737 shares and
4,555 shares were redeemed primarily in connection with employee
terminations. At December 30, 1999, cumulative redemptions totaled 29,975
shares. The ESOP Stock has an annual dividend rate of $8.00 per share per
annum payable semiannually in arrears. These shares have no voting rights
except under certain limited, specified conditions. Shares may be
converted into common stock at $9.46 per share of common stock and have a
liquidation preference of $100 per share plus accrued and unpaid dividends.
The shares that have been allocated to the ESOP participant accounts and
have vested are redeemable at the higher of $100 per share plus accrued and
unpaid dividends, appraised value or conversion value, by the participant
upon termination. The excess of the redemption value of the ESOP Stock
over the carrying value is charged to retained earnings upon redemption.
In the event of default in the payment of dividends on the ESOP Stock for
six consecutive semiannual periods, each outstanding share would have one
vote per share of common stock into which the preferred stock is
convertible.
F-20
NOTE 10. CAPITAL STOCK
The Company is authorized to issue 10,000,000 shares of preferred stock,
par value $.01 per share, issuable in series as the Board of Directors may
designate. Approximately 100,000 shares of preferred stock have been
designated Series A Junior Participating Preferred Stock but none have been
issued.
The Company is authorized to issue 100,000,000 shares of common stock with
a par value of $.01 per share. Shares issued were 50,645,269 at December
30, 1999, and 49,244,268 at December 31, 1998. Common stock outstanding
was net of 7,700,079 and 3,906,434 treasury shares at December 30, 1999 and
December 31, 1998, respectively. One preferred stock purchase right
("Right") is attached to each share of the Company's common stock. Each
Right will entitle the holder, subject to the occurrence of certain events,
to purchase one one-thousandth of a share of Series A Junior Participating
Preferred Stock at a price of $50.00 per one one-thousandth of a share,
subject to adjustment. The Rights will expire in December 2009 if not
earlier extended or redeemed by the Company at $.01 per Right.
The Company issued shares of restricted common stock in 1995 to certain
executive officers and key employees; however, 3,668 of these shares were
forfeited in 1997. The restrictions on 122,998 of the unforfeited shares
lapsed over a three-year period commencing on the date of issuance.
Compensation expense in connection with this issuance of restricted common
stock was $10,000 and $83,000 in 1998 and 1997, respectively.
In accordance with the Merger agreement, 666,572 shares of common stock
that had not been claimed by the shareholders of Ramada were returned to
the Company in December 1990 to be held as treasury shares until claimed.
During 1999, 1998 and 1997, respectively, 12,701, 15,540 and 24,255 shares
were claimed and in September 1999, 314,640 unclaimed shares were
escheated; the balance of unclaimed shares was 706 as of December 30, 1999.
In May 1999, the Board of Directors authorized the Company to make
discretionary repurchases of up to 3,500,000 shares of its common stock and
by December 30, 1999, the Company repurchased 3,500,000 shares of its
common stock. In December 1999, the Board of Directors authorized the
Company to repurchase up to 4,500,000 additional shares of its common stock
and as of December 30, 1999, the Company repurchased 192,300 shares of its
common stock under this authority. All purchases under the Company's stock
repurchase programs may be made from time to time in the open market or
privately negotiated transactions, depending upon market prices and other
factors. Repurchased and forfeited shares are stated at cost and held as
treasury shares to be used for general corporate purposes.
During 1999, the Company accepted 428,686 shares of its common stock from
employees in lieu of cash due to the Company in connection with the
exercise of stock options under the Company's 1989 Stock Option and
Incentive Plan. Such shares of common stock are stated at cost and held as
treasury shares to be used for general corporate purposes.
F-21
At December 30, 1999, December 31, 1998 and January 1, 1998, common shares
reserved for future grants of stock options under the Company's stock
option plans were 2,332,000, 122,000 and 589,000, respectively. At
December 30, 1999, common shares reserved for the conversion of the ESOP
Stock were 741,000 and shares of preferred stock reserved for exercise of
the Rights were 50,000.
NOTE 11. STOCK OPTIONS
The Company has elected to follow Accounting Principles Board Opinion No.
25 entitled "Accounting for Stock Issued to Employees" ("APB 25") and
related Interpretations in accounting for its stock-based employee
compensation arrangements because the alternative fair-value-based method
of accounting provided for under Financial Accounting Standards Board
Statement of Financial Accounting Standards No. 123 entitled "Accounting
for Stock-Based Compensation" ("SFAS 123") requires use of option valuation
models that were not developed for use in valuing employee stock options.
Under APB 25, because the exercise price of the Company's stock options
equals the market price of the underlying stock on the date of grant, no
compensation expense is recognized.
The Company's 1989 Stock Option and Incentive Plan ("1989 Plan") expired in
June 1999. The 1989 Plan had authorized the grant of up to 6,000,000
shares of the Company's common stock pursuant to options, restricted shares
and performance shares to officers and key employees of the Company.
Options granted under the 1989 Plan have 10-year terms and vest and become
exercisable at the rate of 1/3 per year on each of the first three
anniversary dates of the grant, subject to continued employment on those
dates. During 1999, the Company adopted the 1999 Employee Stock Option and
Incentive Plan ("1999 Plan"). The 1999 Plan has authorized the grant of up
to 4,000,000 shares of the Company's common stock pursuant to options,
stock appreciation rights, restricted shares, deferred shares and
performance shares to officers and key employees of the Company. Options
granted under the 1999 Plan have 10-year terms and vest and become
exercisable at the rate of 1/3 per year on each of the first three
anniversary dates of the grant, subject to continued employment on those
dates. The Company's 1990 Nonemployee Director Stock Option Plan ("1990
Plan") has authorized the grant of up to 250,000 shares of the Company's
common stock pursuant to options granted to nonemployee Directors of the
Company. Options granted under the 1990 Plan have 10-year terms and vest
and become exercisable on the date of grant.
Pro forma information regarding net income and earnings per share is
required by SFAS 123, and has been determined as if the Company had
accounted for its stock option plans under the fair-value-based method of
that Statement. The fair value for these options was estimated at the date
of grant or modification using a Black-Scholes option pricing model with
the following weighted-average assumptions: risk-free interest rate of 5.7%
in 1999, 5.1% in 1998 and 6.5% in 1997, no dividend in 1999, 1998 or 1997,
volatility factor of the expected market price of the Company's common
stock of .52 in 1999, .51 in 1998 and .29 in 1997, and an expected life of
the option of 5.0 years in 1999, 4.7 years in 1998 and 5.2 years in 1997.
The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting or
trading restrictions and are fully transferable. In addition, option
F-22
valuation models require the input of highly subjective assumptions
including the expected stock price volatility. Because the Company's
employee stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fair value of its stock options.
<TABLE>
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The pro
forma information for 1999, 1998 and 1997 follows (in thousands except for
earnings per share information):
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Pro forma net income $ 4,789 $ 8,342 $ 3,693
Pro forma earnings per share:
Net income per common share $ .09 $ .17 $ .07
Net income per common share
assuming dilution $ .09 $ .17 $ .07
</TABLE>
During 1998, options to purchase 170,220 shares of the Company's common
stock at an exercise price of $6.16 that were to expire in 1998 were
extended to 2000. In addition, options to purchase 555,000 shares of the
Company's common stock at an exercise price of $5.00 that were to expire in
2001 were extended to 2006. In connection with the extension of these
option periods, the Company recorded approximately $483,000 of compensation
expense.
<TABLE>
A summary of the Company's other stock option activity and related
information for the years ended December 30, 1999, December 31, 1998 and
January 1, 1998 follows (in thousands of shares):
<CAPTION>
1999 1998 1997
----------------- ----------------- -----------------
Weighted- Weighted- Weighted-
Shares Average Shares Average Shares Average
Under Exercise Under Exercise Under Exercise
Option Price Option Price Option Price
------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Beginning balance
outstanding 3,846 $5.59 3,503 $5.29 3,230 $5.00
Granted 1,828 $8.29 527 $7.38 514 $7.00
Exercised (1,401) $3.57 (124) $3.26 (178) $3.92
Forfeited (51) $7.22 (60) $8.75 (63) $8.19
Expired -- $ -- -- $ -- -- $ --
------ ------ ------
Ending balance
outstanding 4,222 $7.40 3,846 $5.59 3,503 $5.29
====== ====== ======
Exercisable at
end of year 1,966 $6.61 3,012 $5.12 2,774 $4.77
====== ====== ======
Weighted-average
fair value of
options granted
during the year $ 4.29 $ 3.81 $ 2.39
</TABLE>
F-23
<TABLE>
The following table summarizes additional information about the Company's
stock options outstanding at December 30, 1999, December 31, 1998 and
January 1, 1998 (in thousands of shares):
<CAPTION>
Options Outstanding Options Exercisable
------------------------------ -------------------
Weighted-
Average Weighted- Weighted-
Shares Remaining Average Shares Average
Range of Under Contractual Exercise Under Exercise
Exercise Prices Option Life Price Option Price
- --------------- ------ ----------- --------- ------ ---------
<S> <C> <C> <C> <C> <C>
1999
- ----
$4.06 to $ 5.25 575 7.2 years $ 4.95 523 $ 4.98
$5.50 to $ 7.75 2,739 7.3 years $ 7.14 1,294 $ 6.95
$9.13 to $11.00 908 9.1 years $ 9.76 149 $ 9.47
------ ------
4,222 7.7 years $ 7.40 1,966 $ 6.61
====== ======
1998
- ----
$3.19 1,202 1.0 year $3.19 1,202 $3.19
$4.06 to $5.06 650 7.7 years $4.94 610 $5.00
$5.50 to $7.75 1,843 7.1 years $7.06 1,062 $6.80
$9.13 to $11.00 151 6.8 years $9.48 138 $9.43
------ ------
3,846 5.3 years $5.59 3,012 $5.12
====== ======
1997
- ----
$3.19 to $5.00 1,922 2.6 years $3.76 1,922 $3.76
$5.50 to $7.75 1,390 7.1 years $6.83 739 $6.68
$9.13 to $11.00 191 7.9 years $9.51 113 $9.46
------ ------
3,503 4.7 years $5.29 2,774 $4.77
====== ======
</TABLE>
NOTE 12. BENEFIT PLANS
<TABLE>
The Company has nonqualified defined benefit pension plans and a deferred
compensation plan. These plans are unfunded. The following table shows a
reconciliation of the changes in the plans' benefit obligation for the
years 1999 and 1998 and a statement of the funded status as of December 30,
1999 and December 31, 1998 (in thousands):
F-24
<CAPTION>
Defined Benefit Plans Deferred Compensation Plan
---------------------- --------------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Projected benefit
obligation at
beginning of year $ 6,204 $ 6,096 $ 4,819 $ 4,649
Service cost -- -- 15 15
Interest cost 569 509 400 387
Actuarial (gain)loss 625 (130) -- (48)
Benefits paid (271) (271) (211) (184)
-------- -------- -------- --------
Projected benefit
obligation at end
of year 7,127 6,204 5,023 4,819
-------- -------- -------- --------
Plan assets -- -- -- --
-------- -------- -------- --------
Funded status (7,127) (6,204) (5,023) (4,819)
Unrecognized actuarial
(gain)loss 69 (533) (606) (622)
Unrecognized prior
service cost 640 790 -- --
-------- -------- -------- --------
Net amount recognized $ (6,418) $ (5,947) $ (5,629) $ (5,441)
======== ======== ======== ========
</TABLE>
<TABLE>
The following table shows the amounts recognized in the consolidated
balance sheets (in thousands):
<CAPTION>
Defined Benefit Plans Deferred Compensation Plan
------------------------- --------------------------
December 30, December 31, December 30, December 31,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Accrued benefit
liability $ (6,418) $ (5,947) $ (5,629) $ (5,441)
</TABLE>
<TABLE>
The components of benefit plan expense are as follows (in thousands):
<CAPTION>
Defined Benefit Plans Deferred Compensation Plan
---------------------- --------------------------
1999 1998 1997 1999 1998 1997
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Service cost $ -- $ -- $ -- $ 15 $ 15 $ 17
Interest cost 569 509 504 400 387 370
Amortization of prior
service cost 150 150 166 -- -- --
Recognized net actuarial
(gain) loss 24 19 19 (16) (15) (16)
Cash surrender value
increase net of premium
expense -- -- -- (237) (218) (201)
------ ------ ------ ------ ------ ------
$ 743 $ 678 $ 689 $ 162 $ 169 $ 170
====== ====== ====== ====== ====== ======
</TABLE>
F-25
<TABLE>
The assumptions used in the measurement of the Company's benefit obligation
are as follows:
<CAPTION>
Defined Benefit Plans Deferred Compensation Plan
---------------------- --------------------------
1999 1998 1997 1999 1998 1997
------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
Discount rate 8.5% 8.5% 8.5% 8.5% 8.5% 8.5%
Rate of compensation
increase 5.0% 5.0% 5.0% N/A N/A N/A
</TABLE>
The Company has a defined contribution savings plan that covers
substantially all employees who are not covered by a collective bargaining
unit. The savings account feature of the plan allows employees, at their
discretion, to make contributions of their before-tax earnings to the plan
up to an annual maximum amount. Effective July 1, 1997, the Company
matches 50% of the employee contributions that are based on up to 4% of an
employee's before-tax earnings. Compensation expense with regard to
Company matching contributions was $1,500,000, $1,578,000 and $771,000 in
1999, 1998 and 1997, respectively. Additional Company contributions to the
savings plan are discretionary and there were none in 1999, 1998 or 1997.
The Company contributed $2,913,000, $2,840,000 and $2,711,000 in 1999, 1998
and 1997, respectively, to trusteed pension plans under various collective
bargaining agreements.
The Company's ESOP covers substantially all nonunion employees. The
Company made contributions to the ESOP so that, after the dividends were
paid on the Company's ESOP Stock, the ESOP could make its debt service
payments to the Company. Cash dividends and contributions, respectively,
paid to the ESOP were $596,000 and $1,279,000 in 1999, $649,000 and
$1,226,000 in 1998 and $689,000 and $1,186,000 in 1997. Compensation
expense recognized in 1999, 1998 and 1997, respectively, was $417,000,
$718,000 and $862,000.
NOTE 13. INCOME TAXES
<TABLE>
The (provision) benefit for income taxes is comprised of (in thousands):
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Current:
Federal $ (9,509) $ (5,746) $ 1,331
State (50) (899) 670
-------- -------- --------
(9,559) (6,645) 2,001
Deferred: -------- -------- --------
Federal (2,603) (1,499) 2,151
State (60) (224) (1,967)
-------- -------- --------
(2,663) (1,723) 184
-------- -------- --------
$(12,222) $ (8,368) $ 2,185
======== ======== ========
</TABLE>
The Company is responsible, with certain exceptions, for the taxes of
Ramada through December 20, 1989. The Internal Revenue Service ("IRS") has
completed its examinations of the income tax returns for the years 1988
through 1991 and has settled for all but one issue. The effect on the
Company of settling prior years was an income tax benefit of $2,323,000 in
1997, primarily related to cash received as a result of the settlement.
F-26
The IRS is examining the income tax returns for the years 1992 through
1996. The Indiana Department of Revenue is examining the Indiana income
tax returns for the years 1995 through 1997. Management believes that
adequate provision for income taxes and interest has been made in the
financial statements. In connection with the IRS examinations of the years
1988 through 1996, management has estimated and provided a reserve for
amounts that could be due upon settlement. It is reasonably possible that
an issue in these examinations could be favorably settled in the near term.
<TABLE>
General business credits are taken as a reduction of the provision for
income taxes during the year such credits become available. The
(provision) benefit for income taxes differs from the amount computed by
applying the U.S. federal income tax rate (35%) because of the effect of
the following items (in thousands):
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Tax (provision) benefit at U.S. federal
income tax rate $(12,023) $ (6,957) $ (790)
State income taxes, net (333) (726) (788)
Nondeductible business expenses (904) (1,586) (727)
IRS examination 7 158 1,498
General business credits 436 356 286
Ramada tax sharing agreement 334 -- 2,323
Other, net 261 387 383
-------- -------- --------
$(12,222) $ (8,368) $ 2,185
======== ======== ========
</TABLE>
<TABLE>
The income tax effects of loss carryforwards, tax credit carryforwards and
temporary differences between financial and income tax reporting that give
rise to the deferred income tax assets and liabilities are as follows (in
thousands):
<CAPTION>
December 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Net operating loss carryforward $ 12,054 $ 16,440
Accrued rent expense 6,223 6,007
Accrued bad debt expense 14,432 13,002
Accrued compensation 6,807 6,420
Accrued liabilities 10,467 9,712
General business credit carryforward 16,377 14,350
-------- --------
Gross deferred tax assets 66,360 65,931
-------- --------
Deferred tax asset valuation allowance (2,385) (3,343)
-------- --------
Other (12,868) (12,881)
Partnership investment (4,863) (5,075)
Depreciation and amortization (34,952) (34,310)
-------- --------
Gross deferred tax (liabilities) (52,683) (52,266)
-------- --------
Net deferred tax assets (liabilities) $ 11,292 $ 10,322
======== ========
</TABLE>
F-27
Gross deferred tax assets are reduced by a valuation allowance. Realization
of the net deferred tax asset at December 30, 1999, is dependent on
generating sufficient taxable income prior to expiration of the net
operating loss carryforward. Although realization is not assured,
management believes it is more likely than not that all of the net deferred
tax asset will be realized. The amount of the deferred tax asset
considered realizable, however, could change in the near future if
estimates of future taxable income during the carryforward period are
changed. The beginning-of-year valuation allowance was reduced during 1999
and 1998, which caused a decrease in income tax expense of $1,137,000 and
$1,715,000, respectively. The beginning-of-year valuation allowance was
increased during 1997, which caused an increase in income tax expense of
$876,000.
At December 30, 1999, tax benefits are available for federal income tax
purposes as follows (in thousands):
Net operating losses $26,248
General business credits 5,412
These tax benefits will expire in the years 2003 through 2019 if not used.
The Company also has alternative minimum tax credit carryforwards of
$10,965,000 that can be carried forward indefinitely and offset against the
regular federal income tax liability. In addition, the Company has net
operating loss carryforwards for state income tax purposes that will expire
in the following years if not used (in thousands):
2000 $ 1,987
2001 6,730
2002 480
2003 4,542
2004 to 2019 50,026
NOTE 14. EXTRAORDINARY ITEMS
During 1999, the Company expensed the redemption premiums, the remaining
unamortized deferred financing charges and the remaining unamortized
discount in connection with the redemptions of the 11% Notes and 13 3/4%
Notes. These items were reflected as an extraordinary loss of $15,740,000,
which was net of an income tax benefit of $8,476,000.
During 1998, the Company completed new financing and extinguished its prior
credit facilities. The Company expensed the remaining unamortized deferred
financing charges in connection with these prior credit facilities. These
items were reflected as an extraordinary loss of $1,346,000, which was net
of an income tax benefit of $725,000.
F-28
NOTE 15. EARNINGS PER SHARE
<TABLE>
The computations of earnings per common share and earnings per common
share, assuming dilution, are as follows:
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Income before extraordinary items $ 22,129 $ 11,508 $ 4,442
Less: preferred stock dividends and
losses on redemption (net of income
tax benefits of $13, $42 and $71,
credited to retained earnings) (633) (609) (634)
-------- -------- --------
Income before extraordinary items
applicable to computations 21,496 10,899 3,808
Extraordinary items (15,740) (1,346) --
-------- -------- --------
Net income applicable to computations $ 5,756 $ 9,553 $ 3,808
======== ======== ========
Weighted-average common shares
applicable to earnings per common
share 44,598 45,230 45,121
Effect of dilutive securities:
Stock option incremental shares 812 525 657
Assumed conversion of preferred stock 787 859 909
-------- -------- --------
1,599 1,384 1,566
Weighted-average common shares -------- -------- --------
applicable to earnings per common
share assuming dilution 46,197 46,614 46,687
======== ======== ========
Earnings per common share:
Income before extraordinary items $ .48 $ .24 $ .08
Extraordinary items (.35) (.03) --
-------- -------- --------
Net income $ .13 $ .21 $ .08
======== ======== ========
Earnings per common share assuming dilution:
Income before extraordinary items $ .46 $ .23 $ .08
Extraordinary items (.34) (.03) --
-------- -------- --------
Net income $ .12 $ .20 $ .08
======== ======== ========
</TABLE>
NOTE 16. CONTINGENCIES AND COMMITMENTS
The Company agreed to indemnify Ramada against all monetary judgments in
lawsuits pending against Ramada and its subsidiaries as of the conclusion
of the Restructuring on December 20, 1989, as well as all related
attorneys' fees and expenses not paid at that time, except for any
judgments, fees or expenses accrued on the hotel business balance sheet and
except for any unaccrued and unreserved aggregate amount up to $5,000,000
F-29
of judgments, fees or expenses related exclusively to the hotel business.
Aztar is entitled to the benefit of any crossclaims or counterclaims
related to such lawsuits and of any insurance proceeds received. In
addition, the Company agreed to indemnify Ramada for various lease
guarantees made by Ramada relating to the restaurant business. In
connection with these matters, the Company has an accrued liability of
$3,832,000 and $3,894,000 at December 30, 1999 and December 31, 1998,
respectively.
The Company is a party to various other claims, legal actions and
complaints arising in the ordinary course of business or asserted by way of
defense or counterclaim in actions filed by the Company. Management
believes that its defenses are substantial in each of these matters and
that the Company's legal posture can be successfully defended without
material adverse effect on its consolidated financial statements.
The Tropicana Las Vegas lease agreement contains a provision that requires
the Company to maintain an additional security deposit with the lessor of
$21,000,000 in cash or a letter of credit if the Tropicana Las Vegas
operation fails to meet certain financial tests. The Company has a 50%
partnership interest in the lessor.
The Company has severance agreements with certain of its senior executives.
Severance benefits range from a lump-sum cash payment equal to three times
the sum of the executive's annual base salary and the average of the
executive's annual bonuses awarded in the preceding three years plus
payment of the value in the executive's outstanding stock options and
vesting and distribution of any restricted stock to a lump-sum cash payment
equal to the executive's annual base salary. In certain agreements, the
termination must be as a result of a change in control of the Company.
Based upon current salary levels and stock options, the aggregate
commitment under the severance agreements should all these executives be
terminated was approximately $21,000,000 at December 30, 1999.
NOTE 17. FAIR VALUE OF FINANCIAL INSTRUMENTS
<TABLE>
The following table presents (in thousands) the carrying amounts and
estimated fair values of the Company's financial instruments. The fair
value of a financial instrument is the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale.
F-30
<CAPTION>
December 30, 1999 December 31, 1998
------------------- -------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Assets
Other investments $ 20,379 $ 20,379 $ 21,005 $ 21,005
Liabilities
Current portion of long-term
debt 3,334 3,334 2,537 2,537
Current portion of other
long-term liabilities 1,800 1,730 1,550 1,482
Long-term debt 497,628 489,403 487,543 512,200
Other long-term liabilities -- -- 1,500 1,321
Series B ESOP convertible
preferred stock 7,003 9,734 7,147 7,147
Off-Balance-Sheet
Letters of credit -- 4,524 -- 5,774
</TABLE>
The carrying amounts shown in the table are included, if applicable, in the
Consolidated Balance Sheets under the indicated captions. All of the
Company's financial instruments are held or issued for purposes other than
trading.
The following notes summarize the major methods and assumptions used in
estimating the fair values of financial instruments.
Other investments consisted of deposits with the CRDA and CRDA bonds that bear
interest at two-thirds of market rates resulting in a fair value lower than
cost. The carrying amounts of these deposits and bonds are presented net of
a valuation allowance and an unamortized discount that result in an
approximation of fair values.
The fair values of the Company's publicly traded debt were estimated based on
the bid prices in the public bond markets. The carrying amounts of the
Revolver and the Term Loan are reasonable estimates of fair values because
this debt is carried with a floating interest rate.
The amounts reported for other long-term liabilities relate to the Company's
obligation to the City of Evansville and other civic and community
organizations. The fair values were estimated by discounting expected cash
flows using a discount rate commensurate with the risks involved.
The fair value reported for the Series B ESOP convertible preferred stock
represents the latest appraised fair value as determined by an independent
appraisal.
The fair values of the letters of credit were estimated to be the same as the
contract values based on the nature of the fee arrangement with the issuing
financial institution.
F-31
NOTE 18. UNAUDITED QUARTERLY RESULTS/COMMON STOCK PRICES
<TABLE>
The following unaudited information shows selected items in thousands, except
per share data, for each quarter in the years ended December 30, 1999 and
December 31, 1998. The Company's common stock is listed on the New York Stock
Exchange.
<CAPTION>
First Second Third Fourth
-------- -------- -------- --------
<S> <C> <C> <C> <C>
1999
- ----
Revenues $190,544 $206,731 $208,770 $194,269
Operating income 19,670 24,526 26,957 18,441
Income before income taxes
and extraordinary items 4,794 9,332 13,049 7,176
Income taxes (1,942) (3,419) (4,488) (2,373)
Extraordinary items -- (4,073) (382) (11,285)
Net income (loss) 2,852 1,840 8,179 (6,482)
Earnings per common share:
Income before extraordinary
items .06 .13 .19 .11
Net income (loss) .06 .04 .18 (.15)
Earnings per common share
assuming dilution:
Income before extraordinary
items .06 .13 .18 .10
Net income (loss) .06 .04 .17 (.15)
1998
- ----
Revenues $196,825 $203,168 $210,089 $196,054
Operating income 16,866 21,582 25,431 17,767
Income before income taxes
and extraordinary items 1,021 6,146 10,099 2,610
Income taxes (403) (2,427) (4,472) (1,066)
Extraordinary items -- (1,346) -- --
Net income 618 2,373 5,627 1,544
Earnings per common share:
Income before extraordinary
items .01 .08 .12 .03
Net income .01 .05 .12 .03
Earnings per common share
assuming dilution:
Income before extraordinary
items .01 .08 .12 .03
Net income .01 .05 .12 .03
Common Stock Prices
- -------------------
1999 - High $ 6.00 $ 9.25 $10.38 $11.13
- Low 4.19 4.88 8.34 9.13
1998 - High 9.94 8.56 6.88 5.88
- Low 6.19 6.13 3.69 2.88
</TABLE>
F-32
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Tropicana Enterprises
In our opinion, the accompanying balance sheets and the related statements of
operations, cash flows and partners' capital present fairly, in all material
respects, the financial position of Tropicana Enterprises (a Nevada General
Partnership)(the "Partnership") at December 30, 1999 and December 31, 1998,
and the results of its operations and its cash flows for each of the three
years in the period ended December 30, 1999 in conformity with accounting
principles generally accepted in the United States. These financial
statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
PRICEWATERHOUSECOOPERS LLP
Phoenix, Arizona
February 1, 2000
F-33
<TABLE>
TROPICANA ENTERPRISES
(A Nevada General Partnership)
BALANCE SHEETS
-------------------------------------
(in thousands)
<CAPTION>
December 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Assets
Income producing properties $ 49,284 $ 52,018
Cash 1 1
Other receivable 1,203 904
Other assets 8,957 9,986
--------- ---------
$ 59,445 $ 62,909
========= =========
Liabilities and Partners' Capital
Term loan payable $ 56,931 $ 60,228
Unearned rental income 1,231 938
--------- ---------
58,162 61,166
Partners' capital 1,283 1,743
--------- ---------
$ 59,445 $ 62,909
========= =========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-34
<TABLE>
TROPICANA ENTERPRISES
(A Nevada General Partnership)
STATEMENTS OF OPERATIONS
For the years ended December 30, 1999, December 31, 1998 and January 1, 1998
-----------------------------------
(in thousands)
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Revenues:
Rent $ 17,068 $ 16,540 $ 16,554
Interest 18 28 37
Other 40 -- --
--------- --------- ---------
17,126 16,568 16,591
--------- --------- ---------
Costs and expenses:
General and administrative 8 8 8
Interest 4,124 4,833 5,397
Depreciation and amortization 2,735 2,735 2,735
--------- --------- ---------
6,867 7,576 8,140
--------- --------- ---------
Net income $ 10,259 $ 8,992 $ 8,451
========= ========= =========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-35
<TABLE>
TROPICANA ENTERPRISES
(A Nevada General Partnership)
STATEMENTS OF CASH FLOWS
For the years ended December 30, 1999, December 31, 1998 and January 1, 1998
------------------------------------
(in thousands)
<CAPTION>
1999 1998 1997
---------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 10,259 $ 8,992 $ 8,451
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 2,735 2,735 2,735
Gain on disposal of assets (40) -- --
Changes in assets and liabilities:
Other receivable (299) 39 15
Other assets 1,017 1,029 1,037
Unearned rental income 293 54 (45)
--------- --------- ---------
Net cash provided by operating
activities 13,965 12,849 12,193
--------- --------- ---------
Cash flows from investing activities:
Proceeds from sale of property 51 -- --
--------- --------- ---------
Net cash provided by
investing activities 51 -- --
--------- --------- ---------
Cash flows from financing activities:
Repayment of term loan (3,297) (3,076) (2,867)
Distribution to partners (10,719) (9,773) (9,326)
--------- --------- ---------
Net cash (used in) provided by
financing activities (14,016) (12,849) (12,193)
--------- --------- ---------
Net change in cash -- -- --
Cash at beginning of year 1 1 1
--------- --------- ---------
Cash at end of year $ 1 $ 1 $ 1
========= ========= =========
Cash flow during the year for the
following:
Interest paid $ 3,814 $ 4,863 $ 5,407
========= ========= =========
</TABLE>
[FN]>>
The accompanying notes are an integral part of these financial statements.
F-36
<TABLE>
TROPICANA ENTERPRISES
(A Nevada General Partnership)
STATEMENTS OF PARTNERS' CAPITAL
For the years ended December 30, 1999, December 31, 1998 and January 1, 1998
-----------------------------------
(in thousands)
<CAPTION>
Total
Partners'
Adamar Jaffe Capital
---------- ---------- ----------
<S> <C> <C> <C>
Balance, January 2, 1997 $ (1,109) $ 4,508 $ 3,399
Net income 4,225 4,226 8,451
Cash withdrawals (4,663) (4,663) (9,326)
--------- --------- ---------
Balance, January 1, 1998 (1,547) 4,071 2,524
Net income 4,496 4,496 8,992
Cash withdrawals (4,886) (4,887) (9,773)
--------- --------- ---------
Balance, December 31, 1998 (1,937) 3,680 1,743
Net income 5,130 5,129 10,259
Cash withdrawals (5,360) (5,359) (10,719)
--------- --------- ---------
Balance, December 30, 1999 $ (2,167) $ 3,450 $ 1,283
========= ========= =========
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
F-37
TROPICANA ENTERPRISES
(A Nevada General Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Significant Accounting Policies:
Basis of Financial Statements
The financial statements include the accounts of Tropicana Enterprises, a
Nevada General Partnership (the "Partnership"). Adamar of Nevada
("Adamar"), a wholly-owned subsidiary of Aztar Corporation ("Aztar"), and
the Jaffe Group ("Jaffe") each hold a 50% partnership interest. Aztar has
an option to purchase the Jaffe partnership interest. The option gives
Aztar an unconditional right, but not the obligation, to purchase the Jaffe
partnership interest until as late as February 1, 2002. The Partnership
uses a 52/53 week fiscal year ending on the Thursday nearest to December 31,
which included 52 weeks in 1999, 1998 and 1997.
The Partnership owns and leases real property (the "Tropicana Property") to
Hotel Ramada of Nevada ("HRN") a wholly-owned subsidiary of Aztar. This
property is used in the operation of the Tropicana Resort and Casino in Las
Vegas, Nevada. Aztar is exploring alternatives for a major redevelopment
of the Tropicana Property. It is reasonably possible that the carrying
value of some or all of the Partnership's assets may change in the near
term.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.
Properties
Properties are stated at cost. Improvements, renewals, and extraordinary
repairs that extend the life of the asset are capitalized; other routine
repairs and maintenance are expensed. The cost and accumulated depreciation
applicable to assets retired are removed from the accounts and the gain or
loss, if any, on disposition is recognized in income as realized.
Properties are depreciated using the straight line method over 21 to 40
years.
Deferred Lease Costs
Costs directly related to signed lease agreements are capitalized and
amortized over the term of the lease.
Revenue Recognition
Rental revenue is recorded on a straight line basis over the term of the
lease. Accrued rent, recorded in the accompanying balance sheets as other
assets, represents cumulative amounts receivable in excess of cash basis
rental revenue.
F-38
TROPICANA ENTERPRISES
(A Nevada General Partnership)
NOTES TO FINANCIAL STATEMENTS-(Continued)
Income Taxes
No federal or state income taxes are payable by the Partnership; thus, none
have been provided for in the accompanying financial statements. The
partners are to include their respective share of the Partnership income or
loss in their separate tax returns.
2. Customer Concentration:
The Partnership receives all of its income from HRN. Although the
Partnership does not anticipate a default by HRN, failure to receive
payments on the lease would adversely affect the operating results and
ability of the Partnership to service its debt.
3. Income Producing Properties:
<TABLE>
The income producing properties consist of the following (in thousands):
<CAPTION>
December 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Buildings $ 84,226 $ 84,226
Less accumulated depreciation (46,348) (43,625)
--------- ---------
37,878 40,601
Land 11,406 11,417
--------- ---------
$ 49,284 $ 52,018
========= =========
</TABLE>
4. Other Assets:
<TABLE>
Other assets consist of the following (in thousands):
<CAPTION>
December 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
Accrued rent $ 8,850 $ 9,867
Deferred lease costs 107 119
--------- ---------
$ 8,957 $ 9,986
========= =========
</TABLE>
5. Term Loan Payable:
On October 5, 1994, the Partnership entered into a term loan of $72,523,000
with a group of banks. During 1998, the maturity of the term loan was
extended to June 30, 2003. The term loan was used to refinance a prior loan
in the same amount. The term loan is collateralized by the Tropicana
Property and is serviced through rent payments made by the Tropicana
operation. Interest is computed based upon, at the Partnership's option,
a one-, two-, three- or six-month Eurodollar rate plus a margin ranging from
F-39
TROPICANA ENTERPRISES
(A Nevada General Partnership)
NOTES TO FINANCIAL STATEMENTS-(Continued)
1.00% to 2.25%, or the prime rate plus a margin ranging from zero to 1.00%.
The applicable margin to be used in connection with either rate is
determined based upon outstanding indebtedness and operating cash flow of
Aztar. Interest based on the Eurodollar rate is payable quarterly or on the
last day of the applicable Eurodollar interest period, if earlier. Interest
based on the prime rate is payable quarterly. The effective interest rate
was 7.05% for the year ended December 30, 1999.
The carrying amounts of the term loan are reasonable estimates of the fair
values based on the variable interest rate inherent in the loan.
<TABLE>
Maturities of the term loan for the four years subsequent to December 30,
1999 are as follows (in thousands):
<S> <C>
2000 $ 3,536
2001 3,791
2002 4,101
2003 45,503
--------
$ 56,931
========
</TABLE>
6. Lease Agreement:
In 1984, the Partnership signed an agreement to lease its operating
facilities at the Tropicana, which expires in January 2011. The lease
agreement provides for contingent rental income based on the consumer price
index and/or interest rate fluctuations in the prime or Eurodollar rates.
The lease of the facility is treated as an operating lease except for the
portion related to the furniture and equipment which was capitalized. The
accompanying statements of operations reflect rent revenue on a straight
line basis over the term of the lease. Included in the accompanying balance
sheets under other assets is accrued rent of $8,850,000 and $9,867,000, as
of December 30, 1999 and December 31, 1998, respectively, which represents
future rent payments.
<TABLE>
Minimum future rentals on the non-cancelable operating lease as of December
30, 1999, excluding contingent rental income as described above, are as
follows (in thousands):
<S> <C>
2000 $ 14,178
2001 14,288
2002 14,325
2003 14,325
2004 14,325
Thereafter 87,143
---------
$ 158,584
=========
</TABLE>
F-40
TROPICANA ENTERPRISES
(A Nevada General Partnership)
NOTES TO FINANCIAL STATEMENTS-(Continued)
7. Related Parties:
The Partnership leases substantially all of the operating facilities at the
Tropicana Property to HRN. The Partnership recognized rental income of
$17,068,000 in 1999, $16,540,000 in 1998 and $16,554,000 in 1997 related to
this lease.
Aztar performs various accounting and administrative services on behalf of
the Partnership. No expense is allocated to the Partnership for these
services.
F-41
Management's Discussion and Analysis
Financial Condition -
Liquidity and Capital Resources
Refinancing
Our long-term debt was refinanced during 1999. We started 1999 with
primarily fixed-rate senior subordinated debt carrying interest rates of
11% and 13 3/4% supplemented with variable-rate debt consisting of a
revolving credit facility maturing on June 30, 2003 and a term loan
maturing on June 30, 2005. We ended 1999 with our long-term debt more
evenly balanced between variable-rate debt and fixed-rate senior
subordinated debt carrying interest at 8 7/8%.
In April 1999, Aztar and the lenders under the revolving credit facility
agreed to expand the maximum amount available under the facility from $250
million to $300 million. At December 30, 1999, the outstanding balance
under the revolving credit facility was $210.1 million. The maximum amount
available under the revolving credit facility will be reduced quarterly by
$12 million commencing on September 30, 2000. The revolving credit
facility imposes various restrictions on us, including limitations on our
ability to incur additional debt, commit funds to capital expenditures and
investments, merge or sell assets. The revolving credit facility prohibits
dividends on our common stock (other than dividends payable in common
stock) and repurchases of our common stock in excess of $100 million with
limited exceptions. In addition, the revolving credit facility contains
quarterly financial tests, including a minimum requirement for operating
cash flow, a minimum ratio of fixed charge coverage and maximum ratios of
total debt and senior debt to operating cash flow.
The term loan calls for quarterly principal payments of $125,000 through
June 30, 2004 and $11,875,000 beginning on September 30, 2004 through
maturity. At December 30, 1999, the outstanding balance under the term
loan was $49,875,000. The term loan imposes restrictions on us that are
similar to those imposed by our senior subordinated debt.
On May 3, 1999, we issued $235 million principal amount of 8 7/8% Senior
Subordinated Notes due May 15, 2007. Interest is payable semiannually on
May 15 and November 15. The net proceeds from the issuance of the 8 7/8%
Notes, after payment of the fees and expenses of the issuance, were
approximately $228.8 million. The 8 7/8% Notes limit our ability to incur
indebtedness, make certain payments or engage in mergers, consolidations or
sales of assets.
Funds from our revolving credit facility and our 8 7/8% Notes were used to
redeem our 11% and 13 3/4% Senior Subordinated Notes. In the second
quarter of 1999, we redeemed $200 million principal amount of our 11% Notes
at 101.571% of the principal amount plus accrued interest. On August 20,
1999, we redeemed $5.5 million principal amount of our 13 3/4% Notes at
107.5% of the principal amount plus accrued interest and on October 1,
1999, we redeemed the remaining principal amount of $174.5 million at
106.875% of the principal amount plus accrued interest.
F-42
Stock Repurchase Program
In May 1999, we announced authorization by our board of directors to make
discretionary repurchases of up to 3.5 million shares of our common stock.
In December 1999, our board of directors authorized additional
discretionary repurchases of up to 4.5 million common shares. Through
December 30, 1999, we repurchased 3,692,300 shares of our common stock at
prices ranging from $6.69 per share to $11.00 per share and at an average
price of $9.61 per share. Purchases under our stock repurchase program are
made from time to time in the open market or privately negotiated
transactions, depending upon market prices and other business factors.
Other Activity
Our purchases of property and equipment were primarily routine in nature in
1999; however, we did purchase some land, which we had leased, in
Evansville, Indiana that we are using for parking and some land in Atlantic
City, New Jersey that is in proximity to our operating facilities.
Future Development
Tropicana Enterprises, a Nevada general partnership in which Aztar is a
noncontrolling 50% partner, owns the real property and certain personal
property that we lease in the operation of the Las Vegas Tropicana. We
have an option to purchase the 50% partnership interest that we do not own.
The option gives us an unconditional right, but not the obligation, to
purchase the partnership interest for $120 million until as late as
February 1, 2002. We are exploring alternatives for a major redevelopment
of the property. The amount and timing of any future expenditure, and the
extent of any impact on existing operations, will depend on the nature of
the redevelopment we ultimately undertake.
We own land that is in proximity to our facilities in Atlantic City, New
Jersey. This land could be used for additional development.
Commitments
Aztar is committed to making rent payments that service a bank term loan
payable by Tropicana Enterprises that matures on June 30, 2003. Tropicana
Enterprises' bank term loan calls for monthly principal payments of $0.3
million to $0.4 million, with a final payment of approximately $43 million
due at maturity. At December 30, 1999, the balance of the Tropicana
Enterprises loan was approximately $57 million.
The Tropicana Las Vegas lease agreement contains a provision that requires
Aztar to maintain an additional security deposit with the lessor of
approximately $21 million in cash or a letter of credit if the Tropicana
Las Vegas operation fails to meet certain financial tests. The financial
tests are calculated quarterly based on the preceding twelve months of
operations. For the period ended December 30, 1999, no additional security
deposit will be required because we met the financial tests.
F-43
Results of Operations -
1999 versus 1998
Our consolidated revenues were $800.3 million for 1999, a decrease of 1%
from $806.1 million in 1998. Casino revenue was the primary source of the
decrease. The primary causes for the decrease in casino revenue were a
shift away from the high-end games business, including the elimination of
baccarat play, at the Las Vegas Tropicana and the introduction of a
riverboat casino in the Louisville, Kentucky area that competes with our
riverboat casino in Evansville, Indiana. Partially offsetting the decrease
in casino revenue was an increase in rooms revenue at all of our hotel
properties.
Consolidated operating income in 1999 was $89.6 million compared with $81.6
million in 1998. Casino costs decreased as a result of the decrease in
casino revenue. Rooms costs increased with the increase in rooms revenue;
however, the rooms cost percent of rooms revenue decreased as a result of
an increase in average daily rates at the Las Vegas Tropicana. The
provision for doubtful accounts decreased due to a lower volume of table
games play at the Las Vegas Tropicana and the Atlantic City Tropicana.
Rent expense is lower due to a decreased number of operating leases at the
Atlantic City Tropicana as a result of a shift from operating leases to
capital leases or ownership. The analysis of the performance of each of
our properties follows.
Tropicana Atlantic City
Tropicana Casino and Resort in Atlantic City, New Jersey had total revenues
of $431.9 million in 1999 compared with $418.9 million in 1998 and
operating income of $73.4 million in 1999 compared with $66.5 million in
1998. Casino revenue was up $8.5 million in 1999 from 1998; however, there
was a shift in the mix of casino revenue. Tropicana Atlantic City
experienced a decrease in games revenue after four years of increases.
Games revenue decreased by $9.8 million or 7% in 1999 compared with 1998.
Games revenue declined as a result of a lower volume of high-end play.
Slot revenue increased in 1999 by 7% over 1998. Slot revenue increased as
a result of an increase in the overall market, an increase in occupied
rooms and the type of marketing programs conducted in 1999. The slot
revenue percentage of total casino revenue increased to 68% in 1999, which
approaches the market average. Our percentage was 65% in 1998, 66% in 1997,
71% in 1996 and 76% in the 1995 to 1993 time frame. Rooms revenue
increased 17% in 1999 compared with 1998 as a result of an increase in
rooms occupied on a non-complimentary basis.
Rooms costs were 15% higher in 1999 compared with 1998 primarily due to the
increase in rooms revenue. The provision for doubtful accounts was $3.1
million lower in 1999 compared with 1998 as a result of the lower volume of
high-end table game play.
Operating income is after depreciation and amortization of $25.7 million in
1999 compared with $24.3 million in 1998 and rent expense of $2.7 million
in 1999 compared with $4.5 million in 1998. Rent expense decreased due to
a decreased number of operating leases as a result of a shift from
operating leases to capital leases or ownership.
F-44
Tropicana Las Vegas
Tropicana Resort and Casino in Las Vegas, Nevada had total revenues of
$144.2 million in 1999 compared with $154.2 million in 1998 and an
operating loss of $4.9 million in 1999 compared with an operating loss of
$10.6 million in 1998. Casino revenue decreased by $16.5 million in 1999
from 1998 primarily as a result of a 41% decrease in games revenue in
addition to a 4% decrease in slot revenue. More than half of the decrease
in games revenue was attributable to lower baccarat revenue, which
decreased as a result of a 93% decline in the volume of play as we
completed our program to eliminate the increasingly expensive high-end
games business. The volume of baccarat play decreased by 35% in 1998 on
top of a 40% decrease in 1997 from 1996. The volume of baccarat play was
much higher in 1996 than it had been in prior recent years. Baccarat
revenue as a percent of casino revenue was less than 1% in 1999 as there
was some revenue before we stopped offering the game. Baccarat revenue as a
percent of casino revenue was 9% in 1998 and 1997 compared with 14% in
1996. Baccarat revenue was only 1% of casino revenue in 1995.
Partially offsetting the decline in casino revenue was a $5.5 million
increase in rooms revenue as a result of an increase in rooms occupied on a
non-complimentary basis combined with an increase in the average daily
rate. The hotel occupancy rate increased to 94% in 1999 from 92% in 1998
in spite of the increased competition in the Las Vegas market.
Casino costs were $15.0 million lower in 1999 compared with 1998 and the
provision for doubtful accounts was $4.0 million lower in 1999 as we
eliminated the costly high-end table game business. Rooms costs were $1.2
million higher in 1999 compared with 1998 due to the increase in occupied
rooms. Operating loss is after rent expense of $9.9 million in 1999
compared with $10.0 million in 1998 and depreciation and amortization of
$10.1 million in 1999 compared with $9.8 million in 1998.
Ramada Express
Ramada Express Hotel and Casino in Laughlin, Nevada had total revenues of
$94.0 million in 1999 compared with $85.3 million in 1998. Casino revenue
increased by $4.9 million in 1999 compared with 1998 as the strengthening
Laughlin market was up in 1999 compared with 1998. The trend in 1999 was a
turnaround compared with the trends in 1998, 1997 and 1996, in which our
casino revenue increased in a weak or declining Laughlin market, with
increased casino and marketing costs causing a decline in operating
margins. Casino costs and marketing costs were up only by $0.3 million in
1999 compared with 1998 with the strength in the market. As a result, the
operating margin, as measured by operating income before depreciation and
amortization and rent expense, increased to 22% in 1999 after having
declined to 20% in 1998 from 22% in 1997, compared with 23% in 1996 and 24%
in 1995.
Operating income at Ramada Express was $15.0 million in 1999 compared with
$10.6 million in 1998. Operating income is after depreciation and
amortization of $4.9 million in 1999 compared with $6.2 million in 1998 and
rent expense of $0.7 million in 1999 compared with $0.6 million in 1998.
F-45
Casino Aztar Evansville
Casino Aztar Evansville in Evansville, Indiana had total revenues of $105.8
million in 1999 compared with $123.6 million in 1998. Casino revenue was
down $16.7 million or 15% in 1999 compared with 1998 due to competition
from a riverboat in the Louisville, Kentucky area that opened in November
1998, in combination with severe winter weather in January and March 1999.
The admissions declined by 5% to 2.0 million in 1999 compared with 2.1
million in 1998; however, the win per admission declined 10% to $47.37 in
1999 compared with $52.83 in 1998. A certificate of suitability has been
granted to operate a riverboat casino on the Ohio River to be located in
Indiana between the Louisville area and the Cincinnati area, in our
Evansville property's outer market. This riverboat is anticipated to open
in late summer 2000.
Casino costs declined 13% in 1999 from 1998 with the decrease in casino
revenue. Marketing costs declined 13% in 1999 from 1998 as we controlled
costs in light of reduced revenue. Operating income was $19.7 million in
1999 compared with $29.8 million in 1998. Operating income is after
depreciation and amortization of $9.8 million in 1999 and 1998 and rent
expense of $3.5 million in 1999 compared with $3.9 million in 1998.
Casino Aztar Caruthersville
Casino Aztar Caruthersville in Caruthersville, Missouri had total revenues
of $24.4 million in 1999 compared with $24.1 million in 1998 and an
operating loss of $0.6 million in 1999 compared with an operating loss of
$1.5 million in 1998. The operating losses are after depreciation and
amortization of $3.2 million in 1999 and 1998. Casino revenue increased
$0.4 million or 2% in 1999 compared with 1998 as a result of additional
casino capacity that we installed on our barge in late June 1999 and an
open boarding policy that we were permitted to institute in August 1999.
We continued to control our costs in 1999 and they were reduced by 2% from
1998.
Interest Expense
Interest expense was $52.8 million in 1999 compared with $59.6 million in
1998. The decrease in interest expense was primarily a result of lower
interest rates achieved through the refinancing we completed in 1999,
through which our fixed-rate debt was replaced with other fixed-rate debt
and variable-rate debt with lower interest rates.
Extraordinary Items
During 1999, we expensed the remaining unamortized deferred financing costs
and unamortized discount associated with the 11% Notes and 13 3/4% Notes
and the premiums paid to retire these notes. These items were reflected as
an extraordinary loss of $15.7 million, which was net of an income tax
benefit of $8.5 million.
F-46
Results of Operations -
1998 versus 1997
Our consolidated revenues were $806.1 million for 1998, an increase of 3%
from $782.4 million in 1997. Casino revenue was the primary source of the
increase and the Atlantic City Tropicana was the principal location
providing the increase.
Consolidated operating income in 1998 was $81.6 million compared with $67.4
million in 1997. The consolidated provision for doubtful accounts
increased by $2.0 million in 1998 compared with 1997 as a result of
increasing the allowance for potential uncollectible markers associated
with the emphasis on the games segment of the market at the Atlantic City
Tropicana. Excluding the increase in the consolidated provision for
doubtful accounts, operating costs increased by only 1% in 1998.
Consolidated rent expense decreased $2.0 million in 1998 compared with 1997
primarily as a result of buying out operating leases or converting them to
capital leases at the Atlantic City Tropicana. The analysis of the
performance of each of our properties follows.
Tropicana Atlantic City
Tropicana Casino and Resort had total revenues of $418.9 million in 1998
compared with $399.2 million in 1997 and operating income of $66.5 million
in 1998 compared with $50.7 million in 1997. Casino revenue was up $18.2
million in 1998 from 1997. Tropicana Atlantic City continued its emphasis
that began in 1995 on the games revenue segment of the business and
benefited from an increase in the table games hold percentage to 15.8% in
1998 from 14.5% in 1997. Games revenue increased by $10.2 million or 8% in
1998 compared with 1997. Slot revenue also increased in 1998 compared with
1997. Slot revenue was up 3% in 1998. Rooms revenue increased 21% in 1998
compared with 1997 as a result of an increase in rooms occupied on a non-
complimentary basis and an increase in the average daily room rate.
Rooms costs were 18% higher in 1998 compared with 1997 primarily due to the
increase in rooms revenue. The provision for doubtful accounts was $3.8
million higher in 1998 compared with 1997 as a result of the emphasis on
the games business. Excluding the provision for doubtful accounts,
operating costs in 1998 were essentially even with 1997. Utilities expense
was $1.1 million lower in 1998 compared with 1997 primarily due to a
favorable electrical power contract that began in November 1997. Operating
income is after depreciation and amortization of $24.3 million in 1998
compared with $22.1 million in 1997 and rent expense of $4.5 million in
1998 compared with $7.3 million in 1997. Rent expense decreased as a
result of a shift away from operating leases to capital leases or
ownership.
Tropicana Las Vegas
Tropicana Resort and Casino had total revenues of $154.2 million in 1998
compared with $156.4 million in 1997 and an operating loss of $10.6 million
in 1998 compared with an operating loss of $9.3 million in 1997. Operating
loss is after rent expense of $10.0 million in 1998 compared with $9.8
million in 1997 and depreciation and amortization of $9.8 million in 1998
compared with $9.5 million in 1997.
F-47
Casino revenue decreased by $3.6 million in 1998 from 1997 as a result of a
decrease in table games revenue. Table games revenue other than baccarat
decreased as a result of a decrease in the hold percentage, which decreased
to 15.6% from 18.6% in 1997. The volume of baccarat play decreased by 35%
in 1998 from 1997 as we experienced a decrease in baccarat play by Asian
guests as a result of economic turmoil in Asia and a strategic decision to
place less emphasis on Asian players. Baccarat revenue in 1998 benefited
from an increase in the hold percentage, which increased to 28.8% from
18.6% in 1997. Slot revenue increased by 5% in 1998 over 1997. Casino
costs were substantially unchanged in 1998 from 1997. The hotel occupancy
rate increased to 92% in 1998 from 88% in 1997 in spite of the increased
competition in the Las Vegas market.
Ramada Express
Ramada Express Hotel and Casino had total revenues of $85.3 million in 1998
compared with $83.4 million in 1997. Casino revenue increased by $2.0
million in 1998 compared with 1997. The overall market was slightly up in
1998 from 1997, which is in contrast to the last several years of decreases
in the overall market. However, the overall market remains weak as
competition continues from Indian casinos and expansions in Las Vegas.
Casino costs and marketing costs were higher as we incurred increased costs
in order to increase market share in this market.
Operating income at Ramada Express was $10.6 million in 1998 and 1997.
Operating income is after depreciation and amortization of $6.2 million in
1998 compared with $7.1 million in 1997 and rent expense of $0.6 million in
1998 compared with $0.5 million in 1997.
Casino Aztar Evansville
Casino Aztar Evansville had total revenues of $123.6 million in 1998
compared with $119.3 million in 1997. Casino revenue was up 4% in 1998 from
1997 in spite of increased competition from expanded riverboat capacity in
the Cincinnati, Ohio market area and a new riverboat in the Louisville,
Kentucky market area. The admissions in 1998 and 1997 were 2.1 million and
the win per admission was $52.83 in 1998 compared with $51.18 in 1997. The
new riverboat in the Louisville area opened in November 1998. In fiscal
December 1998, Casino Aztar Evansville had an 18% decrease in casino
revenue compared with fiscal December 1997 due to the increased competition
and severe winter weather in Evansville's feeder markets in the last week
of December 1998.
Operating income was $29.8 million in 1998 compared with $28.8 million in
1997. Operating income is after depreciation and amortization of $9.8
million in 1998 compared with $9.3 million in 1997 and rent expense of $3.9
million in 1998 compared with $3.4 million in 1997.
Casino Aztar Caruthersville
Casino Aztar Caruthersville had total revenues of $24.1 million in 1998 and
1997 and an operating loss of $1.5 million in 1998 compared with an
operating loss of $2.8 million in 1997. The operating losses are after
depreciation and amortization of $3.2 million in 1998 compared with $3.3
million in 1997. During 1998, we focused on reducing our operating costs
and were able to reduce these costs by 5% compared with 1997 and at the
same time were able to maintain our revenue stream.
F-48
Development Costs
In connection with pursuing the development of our business in specific
gaming jurisdictions, we expensed approximately $0.5 million in 1998
compared with $0.1 million in 1997.
Interest Expense
Interest expense was $59.6 million in 1998 compared with $62.5 million in
1997. The decrease in interest expense was primarily a result of lower
levels of debt outstanding.
Income Taxes
We are responsible, with certain exceptions, for the taxes of Ramada Inc.
through December 20, 1989. See "Note 1. Significant Accounting Policies
Basis of Consolidated Statements" of the Notes to Consolidated Financial
Statements. Income taxes for 1997 included a non-recurring tax benefit of
$2.3 million primarily related to cash received as a result of a settlement
between the IRS and Ramada Inc.
Extraordinary Items
During 1998, we expensed the remaining unamortized deferred financing costs
in connection with the extinguishment of our prior credit facility and our
prior supplemental credit facility. These items were reflected as an
extraordinary loss of $1.3 million, which was net of an income tax benefit
of $0.7 million.
Market Risk
Market risk is the risk of loss arising from adverse changes in market
rates and prices, including interest rates, foreign currency exchange
rates, commodity prices and equity prices. Our primary exposure to market
risk is interest rate risk associated with our Casino Reinvestment
Development Authority investments, long-term debt and Series B ESOP
convertible preferred stock. We do not utilize these financial instruments
for trading purposes. We manage our interest rate risk on long-term debt
by managing the mix of our fixed-rate and variable-rate debt. There has
been no change in how we manage our interest rate risk when compared to the
prior fiscal year. At December 31, 1998, the carrying value, including the
current portion, of our long-term debt at a fixed rate was $387.0 million
and at a variable rate it was $103.1 million. The changes in our mix of
fixed-rate and variable-rate long-term debt during 1999 are discussed under
the "Refinancing" heading.
<TABLE>
The following table provides information at December 30, 1999, about our
financial instruments that are sensitive to changes in interest rates. The
table presents principal cash flows (in millions) and related weighted
average interest rates by expected maturity dates.
F-49
<CAPTION>
There- Fair
2000 2001 2002 2003 2004 after Total Value
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Other investments
Fixed rate -- -- -- -- -- $ 20.4 $ 20.4 $ 20.4
Average
interest rate -- -- -- -- -- 5.1%
Liabilities
Long-term debt,
including current
portion
Fixed rate $2.8 $1.9 $ 0.9 $ 0.2 $ 0.1 $235.1 $241.0 $232.7
Average
interest rate 9.4% 9.8% 10.1% 10.6% 12.0% 8.9%
Variable rate $0.5 $0.6 $30.6 $180.5 $12.1 $ 35.7 $260.0 $260.0
Average
interest rate*
Series B ESOP
convertible
preferred stock
Fixed rate -- -- -- -- -- $ 7.0 $ 7.0 $ 9.7
Average
dividend rate -- -- -- -- -- 8.0%
* Interest is based upon, at our option, a one-, two-, three-, or six-month
Eurodollar rate plus a margin of 2.5% for our term loan and a one-, two-,
three-, or six-month Eurodollar rate plus a margin ranging from 1.00% to
2.25%, or the prime rate plus a margin ranging from zero to 1.00% for our
revolving credit facility. The applicable margin is dependent upon
Aztar's outstanding indebtedness and operating cash flow.
</TABLE>
Other Matters
In June 1998, the Financial Accounting Standards Board adopted Statement of
Financial Accounting Standards No. 133 entitled "Accounting for Derivative
Instruments and Hedging Activities," which establishes accounting and
reporting standards for derivative instruments and for hedging activities.
It requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. If specific conditions are met, a derivative
may be specifically designated as a hedge of specific financial exposures.
The accounting for changes in the fair value of a derivative depends on the
intended use of the derivative and, if it is used in hedging activities, it
depends on its effectiveness as a hedge. SFAS 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 2000. SFAS 133
should not be applied retroactively to financial statements of prior
periods. Aztar will adopt SFAS 133 when required. Because of our minimal
use of derivatives, we do not anticipate that the adoption of SFAS 133 will
have a significant effect on Aztar's earnings or financial position.
F-50
Private Securities Litigation Reform Act
Certain information included in Aztar's 1999 Form 10-K and other materials
filed or to be filed by us with the Securities and Exchange Commission (as
well as information included in oral statements or other written statements
made or to be made by us including those made in Aztar's 1999 annual
report) contains statements that are forward-looking. These include
forward-looking statements relating to the following activities, among
others: operation and expansion of existing properties, including future
performance; redevelopment of the Las Vegas Tropicana and financing and/or
concluding an arrangement with a partner for such redevelopment; other
business development activities; uses of free cash flow; stock repurchases;
debt repayments; and use of derivatives. Such forward-looking information
involves important risks and uncertainties that could significantly affect
results in the future and, accordingly, such results may differ materially
from those expressed in any forward-looking statements made by us or on our
behalf. These risks and uncertainties include, but are not limited to, the
following factors as well as other factors described from time to time in
Aztar's reports filed with the SEC: construction and development factors,
including zoning issues, environmental restrictions, soil conditions,
weather and other hazards, site access matters and building permit issues;
factors affecting leverage and debt service, including sensitivity to
fluctuation in interest rates; access to available and feasible financing;
regulatory and licensing approvals; third-party consents, approvals and
representations, and relations with partners, owners, suppliers and other
third parties; reliance on key personnel; business and economic conditions;
market prices of our common stock; litigation, judicial actions and
political uncertainties, including gaming legislation and taxation; and the
effects of competition, including locations of competitors and operating
and marketing competition. Any forward-looking statements are made
pursuant to the Private Securities Litigation Reform Act of 1995 and, as
such, speak only as of the date made.
F-51
<TABLE>
SUMMARY OF SELECTED FINANCIAL DATA
Aztar Corporation and Subsidiaries
For the Five Years Ended December 30, 1999
<CAPTION>
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Operations
Data (in
thousands)
Revenues $ 800,314 $ 806,136 $ 782,357 $ 777,472 $ 572,869
Operating income 89,594 81,646 67,392 58,943 42,701
Net interest
income and
(expense) (51,282) (57,434) (60,517) (56,210) (47,801)
Equity in
unconsolidated
partnership's
loss (3,961) (4,336) (4,618) (4,793) (5,081)
Income taxes (12,222) (8,368) 2,185 22,699 5,187
Income (loss)
before
extraordinary
items 22,129 11,508 4,442 20,639 (4,994)
Extraordinary
items (15,740) (1,346) -- -- --
Net income (loss) 6,389 10,162 4,442 20,639 (4,994)
Common Stock Data
(per share)
Income (loss)
before
extraordinary
items:
Income (loss)
per common
share $ .48 $ .24 $ .08 $ .48 $ (.15)
Income (loss)
per common
share
assuming
dilution .46 .23 .08 .46 (.15)
Cash dividends
declared -- -- -- -- --
Equity 9.96 10.02 9.82 9.76 9.40
Balance Sheet
Data (in
thousands at
year end)
Total assets $1,049,007 $1,077,702 $1,091,496 $1,119,582 $1,013,238
Long-term debt 497,628 487,543 491,932 527,006 496,439
Series B ESOP
convertible
preferred
stock 7,003 7,147 6,593 6,022 5,459
Shareholders'
equity 427,910 454,101 444,038 439,274 359,659
</TABLE>
F-52
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Shareholders and Board of Directors
Aztar Corporation
Our audits of the consolidated financial statements referred to in our
report dated February 1, 2000 appearing in this 1999 Annual Report on Form
10-K also included an audit of the financial statement schedule listed in
Item 14(a)(2) of this Form 10-K. In our opinion, this financial statement
schedule presents fairly, in all material respects, the information set
forth therein when read in conjunction with the related consolidated
financial statements.
PRICEWATERHOUSECOOPERS LLP
Phoenix, Arizona
February 1, 2000
S-1
<TABLE>
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
AZTAR CORPORATION AND SUBSIDIARIES
For the Years Ended December 30, 1999, December 31, 1998 and January 1,
1998
(in thousands)
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------ ------------ ------------ ------------ ------------
Balance at Balance at
Beginning End of
Description of Year Additions Deductions Year
- ------------------- ------------ ------------ ---------- ------------
<C> <C> <C> <C> <C>
Allowance for
doubtful accounts
receivable:
1999 $ 25,296 $ 7,405(a) $ 7,957(b) $ 24,744
1998 17,919 14,913(a) 7,536(b) 25,296
1997 11,261 12,944(a) 6,286(b) 17,919
Deferred income
tax asset
valuation
allowance:
1999 $ 3,343 $ 301(a) $ 1,259(c) $ 2,385
1998 4,881 303(a) 1,841(c) 3,343
1997 4,328 1,206(a) 653(b) 4,881
Valuation allowance
for interest
differential on CRDA
deposits
1999 $ 6,452 $ 405(a) $ 832(d) $ 6,025
1998 6,706 52(a) 6(d) 6,452
300(e)
1997 6,425 569(a) 288(d) 6,706
(a) Charged to costs and expenses.
(b) Related assets charged against the account.
(c) Reflects reductions of $1,173,000 and $1,715,000 in 1999 and 1998,
respectively, with a corresponding decrease in income tax expense.
The remainder of the reductions in 1999 and 1998 represented charges
of deferred tax assets against the valuation allowance account.
(d) Reflects transfer to unamortized discount for the issuance of CRDA
bonds.
(e) Reflects reduction with a corresponding decrease in assets in
connection with the purchase of assets with funds deposited with the
CRDA.
</TABLE>
S-2
EXHIBIT INDEX
- -------------
3.1 Restated Certificate of Incorporation, filed as Exhibit 3.1
to Aztar Corporation's Registration Statement No. 33-32009
and incorporated herein by reference.
3.2 Second Amended and Restated By-Laws of Aztar Corporation, as
adopted February 25, 1998, filed as Exhibit 3 to Aztar
Corporation's Form 10-Q for the quarter ended April 2, 1998
and incorporated herein by reference.
4.1 Rights Agreement, dated as of December 14, 1999, between
Aztar Corporation and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent, filed as Exhibit 1 to Aztar
Corporation's Registration Statement on Form 8-A, filed on
December 15, 1999, and incorporated herein by reference.
4.2 Indenture, dated as of May 3, 1999, between Aztar Corporation
and U.S. Bank National Association, as Trustee, relating to
the 8 7/8% Senior Subordinated Notes due 2007 of Aztar
Corporation, filed as Exhibit 4.5 to Aztar Corporation's
Registration Statement No. 333-79371 and incorporated herein
by reference.
10.1 Amended and Restated Lease (Tropicana Hotel/Casino) between
Tropicana Enterprises and Hotel Ramada of Nevada, dated
November 1, 1984, filed as Exhibit 10.20 to Ramada Inc.'s
1984 Form 10-K (Commission File Reference Number 1-5440) and
incorporated herein by reference.
10.2 Amended and Restated Partnership Agreement by and between the
Jaffe Group and Adamar of Nevada, entered into as of November
1, 1984, filed as Exhibit 10.22 to Ramada Inc.'s 1984 Form
10-K (Commission File Reference Number 1-5440) and
incorporated herein by reference.
*10.3(a) Severance Agreement, dated July 17, 1995, by and between
Aztar Corporation and Paul E. Rubeli, filed as Exhibit 10.1
to Aztar Corporation's Form 10-Q for the quarter ended
September 28, 1995 and incorporated herein by reference.
*10.3(b) Amendment to Severance Agreement, dated March 23, 1998, by
and between Aztar Corporation and Paul E. Rubeli, filed as
Exhibit 10.1 to Aztar Corporation's Form 10-Q for the quarter
ended April 2, 1998 and incorporated herein by reference.
*10.3(c) Severance Agreement, dated July 17, 1995, by and between
Aztar Corporation and Robert M. Haddock, filed as Exhibit
10.2 to Aztar Corporation's Form 10-Q for the quarter ended
September 28, 1995 and incorporated herein by reference.
*10.3(d) Amendment to Severance Agreement, dated March 24, 1998, by
and between Aztar Corporation and Robert M. Haddock, filed as
Exhibit 10.2 to Aztar Corporation's Form 10-Q for the quarter
ended April 2, 1998 and incorporated herein by reference.
*Indicates a management contract or compensatory plan or arrangement.
E-1
EXHIBIT INDEX
- -------------
*10.3(e) Severance Agreement, dated July 18, 1995, by and between
Aztar Corporation and Nelson W. Armstrong, Jr., filed as
Exhibit 10.3 to Aztar Corporation's Form 10-Q for the quarter
ended September 28, 1995 and incorporated herein by
reference.
*10.3(f) Amendment to Severance Agreement, dated March 24, 1998, by
and between Aztar Corporation and Nelson W. Armstrong, Jr.,
filed as Exhibit 10.3 to Aztar Corporation's Form 10-Q for
the quarter ended April 2, 1998 and incorporated herein by
reference.
*10.3(g) Severance Agreement, dated July 24, 1995, by and between
Aztar Corporation and Meridith P. Sipek, filed as Exhibit
10.4 to Aztar Corporation's Form 10-Q for the quarter ended
September 28, 1995 and incorporated herein by reference.
*10.3(h) Amendment to Severance Agreement, dated March 24, 1998, by
and between Aztar Corporation and Meridith P. Sipek, filed as
Exhibit 10.4 to Aztar Corporation's Form 10-Q for the quarter
ended April 2, 1998 and incorporated herein by reference.
*10.3(i) Severance Agreement, dated July 25, 1995, by and between
Aztar Corporation and Joe Cole, filed as Exhibit 10.5 to
Aztar Corporation's Form 10-Q for the quarter ended September
28, 1995 and incorporated herein by reference.
*10.3(j) Amendment to Severance Agreement, dated March 24, 1998, by
and between Aztar Corporation and Joe Cole, filed as Exhibit
10.5 to Aztar Corporation's Form 10-Q for the quarter ended
April 2, 1998 and incorporated herein by reference.
*10.3(k) Severance Agreement, dated July 17, 1995, by and between
Aztar Corporation and Neil A. Ciarfalia, filed as Exhibit
10.6 to Aztar Corporation's Form 10-Q for the quarter ended
September 28, 1995 and incorporated herein by reference.
*10.3(l) Amendment to Severance Agreement, dated March 24, 1998, by
and between Aztar Corporation and Neil A. Ciarfalia, filed as
Exhibit 10.6 to Aztar Corporation's Form 10-Q for the quarter
ended April 2, 1998 and incorporated herein by reference.
10.4(a) Amended and Restated Reducing Revolving Loan Agreement, dated
as of May 28, 1998, among Aztar Corporation and the lenders
therein named; Bankers Trust Company and Societe Generale, as
documentation agents; Bank of Scotland, Credit Lyonnais Los
Angeles Branch and PNC Bank, National Association, as co-
agents; and Bank of America National Trust and Savings
Association, as administrative agent, filed as Exhibit 10.1
to Aztar Corporation's Form 10-Q for the quarter ended July
2, 1998 and incorporated herein by reference.
*Indicates a management contract or compensatory plan or arrangement.
E-2
EXHIBIT INDEX
- -------------
10.4(b) Amendment No. 1, dated October 8, 1998, to Amended and
Restated Reducing Revolving Loan Agreement, dated as of May
28, 1998, among Aztar Corporation and the lenders therein
named; Bankers Trust Company and Societe Generale, as
documentation agents; Bank of Scotland, Credit Lyonnais Los
Angeles Branch and PNC Bank, National Association, as co-
agents; and Bank of America National Trust and Savings
Association, as administrative agent, filed as Exhibit 10.1
to Aztar Corporation's Form 10-Q for the quarter ended
October 1, 1998 and incorporated herein by reference.
10.4(c) Amendment No. 2, dated March 5, 1999, to Amended and Restated
Reducing Revolving Loan Agreement, dated as of May 28, 1998,
among Aztar Corporation and the lenders therein named;
Bankers Trust Company and Societe Generale, as documentation
agents; Bank of Scotland, Credit Lyonnais Los Angeles Branch
and PNC Bank, National Association, as co-agents; and Bank of
America National Trust and Savings Association, as
administrative agent, filed as Exhibit 10.1 to Aztar
Corporation's Form 10-Q for the quarter ended April 1, 1999
and incorporated herein by reference.
10.4(d) Amendment No. 3, dated October 26, 1999, to Amended and
Restated Reducing Revolving Loan Agreement, dated as of May
28, 1998, among Aztar Corporation and the lenders therein
named; Bankers Trust Company and Societe Generale, as
documentation agents; Bank of Scotland, Credit Lyonnais Los
Angeles Branch and PNC Bank, National Association, as co-
agents; and Bank of America National Trust and Savings
Association, as administrative agent, filed as Exhibit 10.1
to Aztar Corporation's Form 10-Q for the quarter ended
September 30, 1999 and incorporated herein by reference.
10.4(e) Term Loan Agreement, dated as of May 28, 1998, among Aztar
Corporation and the lenders therein named; and Bank of
America National Trust and Savings Association, as
administrative agent, filed as Exhibit 10.2 to Aztar
Corporation's Form 10-Q for the quarter ended July 2, 1998
and incorporated herein by reference.
10.4(f) Restated Amendment No. 1, dated October 27, 1999, to Term
Loan Agreement, dated as of May 28, 1998, among Aztar
Corporation and the lenders therein named; and Bank of
America National Trust and Savings Association, as
administrative agent, filed as Exhibit 10.2 to Aztar
Corporation's Form 10-Q for the quarter ended September 30,
1999 and incorporated herein by reference.
*10.5 Aztar Corporation 1989 Stock Option and Incentive Plan, filed
as Exhibit 4 to Aztar Corporation's Registration Statement
No. 33-32399 and incorporated herein by reference.
*Indicates a management contract or compensatory plan or arrangement.
E-3
EXHIBIT INDEX
- -------------
*10.6(a) Employee Stock Ownership Plan of Aztar Corporation, as
amended and restated effective December 19, 1989, dated
December 12, 1990, filed as Exhibit 10.60(a) to Aztar
Corporation's 1990 Form 10-K and incorporated herein by
reference.
10.6(b) Preferred Stock Purchase Agreement, dated as of December 19,
1989, between Ramada Inc. and State Street Bank and Trust
Company, as Trustee, filed as Exhibit 10.50(c) to Aztar
Corporation's Registration Statement No. 33-51008 and
incorporated herein by reference.
10.6(c) Letter Agreement, dated as of December 19, 1989, between
Aztar Corporation and State Street Bank and Trust Company, as
Trustee, relating to the Employee Stock Ownership Plan of
Aztar Corporation, filed as Exhibit 10.50(d) to Aztar
Corporation's Registration Statement No. 33-51008 and
incorporated herein by reference.
10.7(a) Agreement and Plan of Merger, dated as of April 17, 1989,
among New World Hotels (U.S.A.), Inc., RI Acquiring Corp. and
Ramada Inc., as amended and Restated as of October 23, 1989,
filed as Exhibit 2.1 to Aztar Corporation's Registration
Statement No. 33-32009 and incorporated herein by reference.
10.7(b) Letter, dated as of October 23, 1989, from Ramada Inc. to New
World Hotels (U.S.A.), Inc. regarding certain franchising
matters and hotel projects, filed as Exhibit 2.1(b) to Aztar
Corporation's Registration Statement No. 33-32009 and
incorporated herein by reference.
10.8 Reorganization Agreement, dated as of April 17, 1989, between
Ramada Inc. and Aztar Corporation, as amended and restated as
of October 23, 1989, filed as Exhibit 2.2 to Aztar
Corporation's Registration Statement No. 33-32009 and
incorporated herein by reference.
10.9 Tax Sharing Agreement, dated as of April 17, 1989, among New
World Hotels (U.S.A), Inc., Ramada Inc. and Aztar
Corporation, as amended and restated as of October 23, 1989,
filed as Exhibit 2.3 to Aztar Corporation's Registration
Statement No. 33-32009 and incorporated herein by reference.
*Indicates a management contract or compensatory plan or arrangement.
E-4
EXHIBIT INDEX
- -------------
10.10 Guaranty and Acknowledgement Agreement, dated as of April 17,
1989, among New World Development Company Limited, New World
Hotels (Holdings) Limited, New World Hotels (U.S.A.), Inc.
and RI Acquiring Corp., filed as Exhibit 2.4 to Aztar
Corporation's Registration Statement No. 33-29562 and
incorporated herein by reference.
10.11 Master Consent Agreement, dated July 18, 1989, by and among
Ramada Inc., Adamar of Nevada, Hotel Ramada of Nevada, Adamar
of New Jersey, Inc., Aztar Corporation, Tropicana
Enterprises, Trop C.C. and the Jaffe Group, with attached
exhibits, filed as Exhibit 10.50 to Aztar Corporation's
Registration Statement No. 33-29562 and incorporated herein
by reference.
*10.12 Aztar Corporation 1990 Nonemployee Directors Stock Option
Plan, as amended and restated effective March 15, 1991, filed
as Exhibit A to Aztar Corporation's 1991 definitive Proxy
Statement and incorporated herein by reference.
*10.13 Aztar Corporation Nonqualified Retirement Plan for Senior
Executives, dated September 5, 1990, filed as Exhibit 10.2 to
Aztar Corporation's Form 10-Q for the quarter ended
September 27, 1990 and incorporated herein by reference.
10.14 Second Amended and Restated Loan Agreement, dated October 4,
1994, among Tropicana Enterprises, Hotel Ramada of Nevada and
the banks therein named; Societe Generale and Midlantic Bank,
N.A., as lead managers; Bank One, Arizona, N A and Credit
Lyonnais, as co-agents; Bankers Trust Company, as co-managing
agent; and, Bank of America National Trust and Savings
Association, as managing agent, filed as Exhibit 10.14 to
Aztar Corporation's 1994 Form 10-K and incorporated herein by
reference.
10.14(a) Amendment No. 1, dated as of May 28, 1998, to Second Amended
and Restated Loan Agreement dated as of October 4, 1994,
among Tropicana Enterprises, Hotel Ramada of Nevada and the
banks therein named; Bankers Trust Company and Societe
Generale, as documentation agents; Bank of Scotland, Credit
Lyonnais Los Angeles Branch and PNC Bank, National
Association, as co-agents; and Bank of America National Trust
and Savings Association, as administrative agent, filed as
Exhibit 10.3 to Aztar Corporation's Form 10-Q for the quarter
ended July 2, 1998 and incorporated herein by reference.
*10.15 Summary of deferred compensation program for designated
executives of Ramada, dated November 10, 1983, filed as
Exhibit 10(r) to Ramada Inc.'s 1983 Form 10-K (Commission
File Reference Number 1-5440) and incorporated herein by
reference.
*Indicates a management contract or compensatory plan or arrangement.
E-5
EXHIBIT INDEX
- -------------
*10.16 Deferred Compensation Agreements entered into by and between
Ramada and designated executives (including each Executive
Officer), dated December 1, 1983, 1984 or 1985, filed as
Exhibits 10.60(a) through (w) to Aztar Corporation's
Registration Statement No. 33-51008 and incorporated herein
by reference.
*10.17 Deferred Compensation Plan for Directors, dated December 1,
1983, filed as Exhibit 10(t) to Ramada Inc.'s 1983 Form 10-K
(Commission File Reference Number 1-5440) and incorporated
herein by reference.
*10.18 Deferred Compensation Agreements entered into by and between
Ramada and certain outside Directors as of December 1, 1983,
filed as Exhibits 10.62(a),(b),(c) and (d) to Aztar
Corporation's Registration Statement No. 33-51008 and
incorporated herein by reference.
10.19 Option Agreement, dated February 2, 1998, among Adamar of
Nevada, parties constituting the Jaffe Group, Aztar
Corporation and Hotel Ramada of Nevada, filed as Exhibit 99.2
to Aztar Corporation's Form 8-K/A, dated February 3, 1998,
and incorporated herein by reference.
10.19(a) First Amendment to Option Agreement, dated January 28, 1999,
to Option Agreement, dated February 2, 1998, by and among
Adamar of Nevada, parties constituting the Jaffe Group, Aztar
Corporation and Hotel Ramada of Nevada, filed as Exhibit
10.19(a) to Aztar Corporation's 1998 Form 10-K and
incorporated herein by reference.
*10.20 Aztar Corporation 1999 Employee Stock Option and Incentive
Plan, filed as Exhibit A to Aztar Corporation's 1999
definitive Proxy Statement and incorporated herein by
reference.
**21. Subsidiaries of Aztar Corporation.
**23. Consent of PricewaterhouseCoopers LLP
**27. Financial Data Schedule.
*Indicates a management contract or compensatory plan or arrangement.
**Filed herewith
E-6
EXHIBIT 21
SUBSIDIARIES OF AZTAR CORPORATION
The Company has no parent corporation. In addition to the subsidiaries
listed below, the Company has eleven other wholly-owned subsidiaries. The
unnamed subsidiaries, considered in the aggregate, would not constitute a
significant subsidiary.
Jurisdiction of
Incorporation
Name or Organization
---- ---------------
Adamar Garage Corporation Delaware
Adamar of Nevada Nevada
Adamar of New Jersey, Inc. New Jersey
dba Tropicana Casino and Resort
Atlantic-Deauville, Inc. New Jersey
Aztar Development Corporation Delaware
Aztar Indiana Gaming Corporation Indiana
dba Casino Aztar Evansville
Aztar Missouri Gaming Corporation Missouri
dba Casino Aztar Caruthersville
Hotel Ramada of Nevada Nevada
dba Tropicana Resort and Casino
Ramada Express, Inc. Nevada
dba Ramada Express Hotel and Casino
Ramada New Jersey, Inc. New Jersey
Ramada New Jersey Holdings Corporation Delaware
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
---------------------
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 (No. 33-32399, No. 33-44794 and
No. 333-79297) of Aztar Corporation of our reports dated February 1,
2000 relating to the consolidated financial statements and financial
statement schedule of Aztar Corporation and of the financial
statements of Tropicana Enterprises, which appear in this Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Phoenix, Arizona
March 20, 2000
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This schedule contains summary financial information extracted from the
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