<PAGE>
SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
ISLE OF CAPRI CASINOS, INC.
================================================================================
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total Fee Paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing:
(1) Amount Previously Paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
<PAGE>
ISLE OF CAPRI CASINOS, INC.
1641 POPPS FERRY ROAD
BILOXI, MISSISSIPPI 39532
(228) 396-7000
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on Friday, September 15, 2000
----------------
The 2000 Annual Meeting of Stockholders of Isle of Capri Casinos, Inc. will
be held at the Isle of Capri Casino & Hotel, 401 Main Street, Black Hawk,
Colorado 80422, on Friday, September 15, 2000 at 10:00 a.m., Mountain Standard
Time, for the following purposes:
(1) To elect seven persons to the Board of Directors;
(2) To approve our 2000 Long-Term Stock Incentive Plan;
(3) To approve our Deferred Bonus Plan;
(4) To ratify the selection of Ernst & Young LLP as our independent
auditors for the fiscal year ending April 29, 2001; and
(5) To transact such other business as may properly come before the Annual
Meeting.
The record date for the determination of stockholders entitled to vote at
the Annual Meeting, or any adjournments or postponements thereof, was the
close of business on August 11, 2000. A stockholder list will be available for
examination for the ten days prior to the meeting at the Isle of Capri Casino
& Hotel, 401 Main Street, Black Hawk, Colorado 80422. Additional information
regarding the matters to be acted on at the Annual Meeting can be found in the
accompanying Proxy Statement.
Your vote is very important to us. Whether or not you plan to attend the
meeting in person, your shares should be represented and voted. After reading
the enclosed Proxy Statement, please complete, sign, date and promptly return
the proxy in the self-addressed envelope that we have included for your
convenience. No postage is required if it is mailed in the United States.
Submitting the proxy will not preclude you from voting in person at the Annual
Meeting should you decide to attend.
BY ORDER OF THE BOARD OF DIRECTORS,
Bernard Goldstein,
Chairman and Chief Executive
Officer
Biloxi, Mississippi
August 14, 2000
Please Mark, Sign, Date and Return Your Proxy in the Enclosed Envelope
<PAGE>
ISLE OF CAPRI CASINOS, INC.
1641 POPPS FERRY ROAD
BILOXI, MISSISSIPPI 39532
(228) 396-7000
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 15, 2000
----------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Isle of Capri Casinos, Inc., a Delaware corporation, of
proxies for use at the 2000 Annual Meeting of Stockholders to be held on
Friday, September 15, 2000, beginning at 10:00 a.m., Mountain Standard Time,
at the Isle of Capri Casino & Hotel, 401 Main Street, Black Hawk, Colorado
80422, and at any adjournment(s) of the Annual Meeting.
Our principal executive offices are located at 1641 Popps Ferry Road,
Biloxi, Mississippi 39532. A copy of our 2000 Annual Report to Stockholders,
this Proxy Statement and accompanying proxy card are first being mailed to our
stockholders on or about August 15, 2000.
VOTING RIGHTS AND PROCEDURES
Our common stock, $.01 par value per share, is our only issued and
outstanding class of stock. At the close of business on August 11, 2000, we
had 30,465,301 outstanding shares of common stock. Each share entitles its
holder to one vote on each matter submitted to a vote of stockholders. Only
holders of record of our common stock at the close of business on August 11,
2000, are entitled to notice of and to vote at the Annual Meeting or any
adjournment(s) or postponements.
Shares represented by an effective proxy given by a stockholder will be
voted as directed by the stockholder. A stockholder who submits a proxy on the
accompanying form has the right to revoke it at any time prior to its use by
(1) delivering a written notice to our Secretary, (2) executing a later-dated
proxy, or (3) attending the Annual Meeting and voting in person. The form of
proxy provides a space for stockholders to withhold their vote for any
proposal. Stockholders are urged to indicate their vote on each matter in the
space provided. If a properly executed proxy form is returned to us and no
space is marked, the persons named in it will vote it: (1) for the election of
the directors recommended by the Board of Directors; (2) for the approval of
our 2000 Long-Term Stock Incentive Plan; (3) for the approval of our Deferred
Bonus Plan; (4) for the ratification of the selection of Ernst & Young LLP as
our independent auditors for the fiscal year ending on April 29, 2001; and (5)
in their discretion, upon such other business as may properly come before the
meeting. Whether or not you plan to attend the meeting, please complete, sign,
date and promptly return your proxy card in the enclosed envelope, which
requires no postage if mailed in the United States.
A majority of the outstanding shares entitled to vote, represented either in
person or by proxy, will constitute a quorum at the Annual Meeting. Directors
will be elected by a plurality of the votes present in person or represented
by proxy at the Annual Meeting and voting for the election of directors,
provided a quorum is present. Stockholders are not allowed to cumulate their
votes for the election of directors. Approval of each of the 2000 Long-Term
Stock Incentive Plan, the Deferred Bonus Plan and the selection of Ernst &
Young LLP as our independent auditors for the fiscal year ending on April 29,
2001 will require an affirmative vote of the holders of a majority of the
shares present or represented at the Annual Meeting and entitled to vote,
provided a quorum is present.
<PAGE>
In all cases, abstentions will be treated as shares that are present or
represented and entitled to vote for purposes of determining the presence of a
quorum. In the case of electing directors and approving the selection of Ernst
& Young LLP, abstentions will be treated as not voting on such matters.
Accordingly, abstentions will have no effect on the number of votes necessary
to elect directors or to ratify the selection of the independent auditors. In
the case of the proposals to approve each of the 2000 Long-Term Stock
Incentive Plan and the Deferred Bonus Plan, however, abstentions will count as
votes against such proposals.
In instances where brokers are prohibited from exercising discretionary
authority for beneficial owners who have not returned a proxy, so-called
"broker non-votes", those shares will not be treated as present or represented
and entitled to vote for purposes of determining the presence of a quorum and
will not be treated as present or represented and voting for purposes of
determining the number of votes necessary for the approval of any matter on
which they do not have discretionary authority to vote. Accordingly, broker
non-votes will have no effect on the number of votes necessary to elect
directors or to approve (1) the 2000 Long-Term Stock Incentive Plan, (2) the
Deferred Bonus Plan, or (3) the selection of the independent auditors. In the
event that there are not sufficient votes for approval of any of the matters
to be voted upon at the meeting, the meeting may be adjourned in order to
permit further solicitation of proxies.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the Annual Meeting, and such election
inspectors will determine whether or not a quorum is present.
We will bear all costs of soliciting proxies including charges made by
brokers and other persons holding stock in their names or in the names of
nominees for reasonable expenses incurred in sending proxy material to
beneficial owners and obtaining their proxies. In addition to solicitation by
mail, our directors, officers and employees may solicit proxies personally and
by telephone and telegraph, all without extra compensation. We have retained
D. F. King & Co., Inc. to assist in the solicitation of proxies. The fee to be
paid to such firm for such services will be borne by us and is not expected to
exceed $3,000 plus reasonable expenses.
2
<PAGE>
1. ELECTION OF DIRECTORS
We currently have seven directors. Each director holds office until his
successor is elected and qualified or until his earlier death, resignation,
removal or disqualification.
The seven nominees for whom the enclosed proxy is intended to be voted are
set forth below. All nominees are now serving as our directors. Each of these
nominees has indicated his willingness to serve if elected. The Board of
Directors has no reason to believe that any of these nominees will be
unavailable for election, but if such a situation should arise, the proxy will
be voted in accordance with the best judgment of the proxyholder for such
person or persons as may be designated by the Board of Directors, unless the
stockholder has directed otherwise.
<TABLE>
<CAPTION>
Name Age Position(s)
---- --- -----------
<S> <C> <C>
Bernard Goldstein.... 71 Chairman, Chief Executive Officer and Director
John M. Gallaway..... 62 President, Chief Operating Officer and Director
Allan B. Solomon..... 64 Executive Vice President, Secretary, General
Counsel and Director
Robert S. Goldstein.. 45 Director
Alan J. Glazer....... 59 Director
Emanuel Crystal...... 73 Director
W. Randolph Baker.... 53 Director
</TABLE>
Bernard Goldstein has been our Chairman of the Board since June 1992 and our
Chief Executive Officer since September 1995. From June 1992 until February
1993, and from September 1995 to December 1995, Mr. Goldstein was also our
President. Mr. Goldstein has been active in the development of the riverboat
gaming industry in a number of states and was Chairman of the Board of
Steamboat Development Corporation and Steamboat Southeast, Inc., companies
involved in the first legalized riverboat gaming ventures in the United
States. In addition to his involvement in the riverboat gaming industry, Mr.
Goldstein has been involved in scrap metal recycling since 1951 and barge-line
transportation since 1960. Mr. Goldstein is the father of Robert S. Goldstein.
John M. Gallaway has been our President since December 1995, our Chief
Operating Officer since July 1996 and a director since April 1996. From July
1995 to November 1995, Mr. Gallaway was a professor at the University of
Houston. Mr. Gallaway was Deputy Managing Director, Gaming, of Sun
International, a company engaged in owning and operating casinos and resorts,
from September 1992 to August 1994. Prior to that, from 1984 to 1992, Mr.
Gallaway was President and General Manager of TropWorld Casino Resort in
Atlantic City and, from 1981 to 1984, he was President and General Manager of
the Tropicana Casino Hotel in Las Vegas.
Allan B. Solomon has been our Secretary and a director since June 1992,
served as our Chief Financial Officer and Treasurer from June 1992 to October
1993, and was Chairman of our Executive Committee from January 1993 to April
1995. Mr. Solomon became our General Counsel in May 1994 and became Executive
Vice President in April 1995. From 1986 to May 1994, Mr. Solomon was President
of Allan B. Solomon, P.A., which was a partner in the Florida law firm of
Broad and Cassel.
Robert S. Goldstein has been a director since February 1993. Mr. Goldstein
is the President of Alter Trading Corporation, a company engaged in the
business of scrap metal recycling, and has been associated with that company
since 1977. Additionally, Mr. Goldstein is a director, officer and stockholder
of the Steamboat companies and has been an officer of several affiliated river
transportation companies engaged in stevedoring and equipment leasing since
1980. Mr. Goldstein is the son of Bernard Goldstein.
3
<PAGE>
Alan J. Glazer has been a director since November 1996, and is currently
Vice President and Regional Managing Partner and a director of Morris Anderson
& Associates, Ltd., a management consulting firm. Mr. Glazer also serves as a
director of Alter Barge Lines, Inc., a private company owned by Bernard
Goldstein and members of his family.
Emanuel Crystal has been a director since October 1993, and is currently the
Chief Executive Officer of Jackson Iron & Metal Company, Inc. in Jackson,
Mississippi. He has held that position for over five years and has served in
various positions with that company since 1949.
W. Randolph Baker has been a director since September 1997. Since June 1996,
Mr. Baker has been President of Thompson & Baker, a public relations and
public affairs firm located in Memphis, Tennessee. From July 1995 to July
1996, Mr. Baker was a visiting professor of gaming studies at the University
of Nevada--Reno. From 1989 to 1995, Mr. Baker was Director of Public Affairs
for The Promus Companies, Inc.
The Board of Directors recommends that the stockholders vote FOR the
election of each nominee for director named above.
Meetings and Committees of the Board
The Board of Directors has two standing committees: the Compensation
Committee and the Audit Committee. The Board of Directors does not have a
Nominating Committee or any committee performing similar functions. During the
fiscal year ended April 30, 2000, which we refer to as "fiscal 2000", the
Board of Directors met eight times, the Compensation Committee met two times
and the Audit Committee met three times. During fiscal 2000, all directors
attended at least 75% of the meetings of the Board of Directors and the
committees thereof on which they served.
Messrs. Alan J. Glazer, Robert S. Goldstein and Emanuel Crystal are members
of the Compensation Committee. Mr. Glazer acts as chairman of the Compensation
Committee. The Compensation Committee acts as an advisory committee to the
full Board with respect to compensation of our executive officers and other
key employees, including administration of the stock option plan, option
grants and bonuses.
Messrs. Emanuel Crystal, Alan J. Glazer and W. Randolph Baker are members of
the Audit Committee. Mr. Crystal acts as chairman of the Audit Committee. The
Audit Committee's responsibilities include recommending to the Board the
selection of our independent auditors, reviewing the arrangements and the
scope of the independent audit and reviewing all financial statements. Each
member of the Audit Committee is "independent" as defined under the Nasdaq
National Market listing requirements.
4
<PAGE>
EXECUTIVE OFFICERS AND KEY EMPLOYEES
Below is a table that identifies our executive officers other than Messrs.
Goldstein, Gallaway and Solomon, each of whom is identified in the section
entitled "Election of Directors" and other key employees.
<TABLE>
<CAPTION>
Name Age Position(s)
---- --- ----------
<S> <C> <C>
Rexford A. Yeisley....... 53 Senior Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary
Timothy M. Hinkley....... 44 Senior Vice President of Operations
James D. Guay............ 41 Vice President of Marketing
Robert F. Boone.......... 51 Vice President of Human Resources and Risk
Management
Richard L. Meister....... 55 Vice President of Construction and Design
Gregory D. Guida......... 35 Vice President of Development
Roger W. Deaton.......... 53 Regional Vice President of Operations
Robert S. Fiore.......... 59 Regional Vice President of Operations
</TABLE>
Rexford A. Yeisley has been our Chief Financial Officer since December 1995.
Mr. Yeisley was Senior Vice President and Chief Financial Officer of Six Flags
Theme Parks, Inc. from 1991 to 1995, and from 1987 to 1991, Mr. Yeisley was
Vice President and Chief Financial Officer of that company.
Timothy M. Hinkley has been our Senior Vice President of Operations since
April 1997. Mr. Hinkley was General Manager and Vice President of the Isle of
Capri Casino Crowne Plaza Resort in Biloxi, Mississippi from May 1992 to April
1997. Prior to that, from 1990 to 1992, Mr. Hinkley was Vice President of Food
and Beverage and Entertainment of Steamboat Development Corporation, a
riverboat gaming company in Iowa.
James D. Guay has been our Vice President of Marketing since March 1997.
From September 1994 to March 1997, Mr. Guay was the Vice President of
Marketing for Trump Plaza Hotel & Casino in Atlantic City, New Jersey. For
brief periods during 1994, Mr. Guay was Vice President of Marketing for
Spectrum Gaming and a Marketing Consultant for J. Caserta & Associates. From
1991 to 1994, he was Assistant Vice President--Marketing Operations for
Showboat Casino-Hotel in Atlantic City, New Jersey.
Robert F. Boone has been our Vice President of Human Resources and Risk
Management since August 1994. From 1991 to 1994, Mr. Boone was the Director,
Human Resources and Administration for Simon MOA Management Company, the
managing general partner at Mall of America, the nation's largest retail and
entertainment complex. From 1986 to 1991, Mr. Boone served as Director of
Human Resources for IDS American Express in Minneapolis, Minnesota.
Richard L. Meister has been our Vice President of Construction and Design
since May 2000. From 1990 to May 2000, Mr. Meister was President of RMII
Associates, Inc., a consulting firm assisting in the development of capital
projects for the casino and hospitality industries.
Gregory D. Guida has been our Vice President of Development since January
1999 and has served as House Counsel since June 1996. Prior to that, from
August 1992 to June 1996, Mr. Guida was associated with the Jackson,
Mississippi office of the law firm of Phelps Dunbar, L.L.P., where he
practiced in that firm's business and gaming section.
Roger W. Deaton has been our Regional Vice President of Operations since
March 2000. Mr. Deaton was General Manager and Vice President of the Isle of
Capri Casino and Hotel in Lake Charles, Louisiana from August 1997 to February
2000. From July 1996 to August 1997, Mr. Deaton was General Manager and Vice
President of the Isle of Capri Casino and Hotel in Vicksburg, Mississippi and
was Assistant General Manager of that facility from May 1995 to July 1996.
5
<PAGE>
Robert S. Fiore has been our Regional Vice President of Operations since
July 2000 and was Vice President and General Manager of Isle of Capri Black
Hawk L.L.C. from August 1998 to June 2000. From September 1997 to August 1998,
Mr. Fiore was General Manager of the Belle of Baton Rouge Casino in Baton
Rouge, Louisiana for Argosy Gaming. From April 1995 to February 1997, Mr.
Fiore was President and General Manager of the Tropicana Resort and Casino in
Las Vegas for Aztar Corporation, and from August 1989 to March 1995, Mr. Fiore
was President and General Manager of the Ramada Express Hotel and Casino in
Laughlin, Nevada for Aztar Corporation.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, and persons who own more than 10% of our
equity securities to file reports of ownership of, and transactions in, our
equity securities with the Securities and Exchange Commission. Such directors,
executive officers and 10% stockholders are also required to furnish us with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of such forms we received, and on written representations from certain
reporting persons, we have determined that all such filings were made on a
timely basis.
6
<PAGE>
OWNERSHIP OF OUR CAPITAL STOCK
The following table sets forth information with respect to the beneficial
ownership of our common stock as of July 31, 2000 (unless otherwise indicated)
by (1) each director, (2) the individual serving as our chief executive
officer during fiscal 2000 and each of the four individuals serving as our
executive officers as of April 30, 2000 named in the table under "Compensation
of Directors and Executive Officers--Summary Compensation Table", (3) all
directors and executive officers as a group, and (4) based on information
available to us and filings made under Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended, each person known by us to be the
beneficial owner of more than 5% of our common stock. Unless otherwise
indicated, all persons listed have sole voting and dispositive power over the
shares beneficially owned.
<TABLE>
<CAPTION>
Number of Percentage
Shares of of
Common Stock Outstanding
Name and Address Beneficially Shares
of 5% Beneficial Owners (1) Owned (2) Owned (2)
--------------------------- ------------ -----------
<S> <C> <C>
Bernard Goldstein (3).............................. 7,970,427 25.8%
Robert S. Goldstein (4)............................ 5,675,520 18.6%
Bernard Goldstein 1999 Irrevocable Trust (5)....... 2,977,625 9.8%
Jeffrey D. Goldstein (6)........................... 2,712,455 8.9%
Richard A. Goldstein (7)........................... 2,601,655 8.5%
Irene S. Goldstein................................. 1,575,000 5.2%
Jeffrey D. Goldstein Trust (8)..................... 1,575,000 5.2%
Richard A. Goldstein Trust (8)..................... 1,575,000 5.2%
John M. Gallaway (9)............................... 340,500 1.1%
Allan B. Solomon (10).............................. 466,700 1.5%
Alan J. Glazer (11)................................ 44,500 *
Emanuel Crystal (12)............................... 78,476 *
W. Randolph Baker (13)............................. 43,500 *
Rexford A. Yeisley (14)............................ 116,900 *
Timothy M. Hinkley (15)............................ 113,474 *
Dimensional Fund Advisors (16)..................... 1,597,350 5.2%
All Executive Officers and Directors as a Group (9
persons) (17)..................................... 11,872,372 37.3%
</TABLE>
--------
*Less than 1%.
(1) Unless otherwise indicated below, the business address for each member of
the Goldstein family listed below is 2200 Corporate Boulevard, N.W., Boca
Raton, Florida 33431.
(2) Calculated pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended. Under Rule 13d-3(d), shares not outstanding that are
subject to options, warrants, rights or conversion privileges exercisable
within 60 days of July 31, 2000, are deemed outstanding for the purpose of
calculating the number and percentage owned by such person, but are not
deemed outstanding for the purpose of calculating the percentage owned by
each other person listed.
(3) Includes 2,977,625 shares held by the Bernard Goldstein 1999 Irrevocable
Trust for the benefit of Bernard Goldstein as to which voting and
dispositive power is held by Robert S. Goldstein as Trustee, 1,320,578
shares and warrants immediately exercisable to purchase 108,248 shares
held by Valley Corporation of which Bernard Goldstein is Chairman and
389,500 shares issuable upon exercise of stock options that are
exercisable within 60 days. Includes a total of 3,150,000 shares held in
the Jeffrey D. Goldstein Trust and the Richard A. Goldstein Trust of which
Bernard Goldstein is the Trustee and on behalf of these trusts exercises
voting power and shares dispositive power as to 1,575,000 shares in each
trust with the respective beneficiaries. Mr. Goldstein disclaims
beneficial ownership of the shares held in the Jeffrey D. Goldstein Trust
and the Richard A. Goldstein Trust as well as the portion of shares owned
by Valley Corporation which exceed his 36.3% ownership interest in Valley
Corporation. Does not include an aggregate of 6,740,755 shares (including
77,000 shares issuable upon exercise of stock options and warrants that
are
7
<PAGE>
exercisable within 60 days) that are beneficially owned by members of
Bernard Goldstein's family. Bernard Goldstein disclaims beneficial
ownership of the shares owned by members of his family.
(4) Includes 2,977,625 shares held by the Bernard Goldstein 1999 Irrevocable
Trust and 77,000 shares issuable upon exercise of stock options that are
exercisable within 60 days. Does not include an aggregate of 9,035,662
shares (including 389,500 shares issuable upon exercise of stock options
and warrants that are exercisable within 60 days) that are beneficially
owned by members of Robert S. Goldstein's family. Robert S. Goldstein
disclaims beneficial ownership of the shares owned by members of his
family. The business address of Robert S. Goldstein is 555 North New
Ballas Road, Suite 150, St. Louis, Missouri 63141.
(5) The business address for the Bernard Goldstein 1999 Irrevocable Trust is
555 North New Ballas Road, Suite 150, St. Louis, Missouri 63141.
(6) The business address for Jeffrey D. Goldstein is 2117 State Street, Suite
300, Bettendorf, Iowa 52722.
(7) The business address for Richard A. Goldstein is 555 North New Ballas
Road, Suite 150, St. Louis, Missouri 63141.
(8) Shares held by this trust are included in the beneficial ownership of
Bernard Goldstein, the Trustee.
(9) Includes 287,500 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(10) Includes 271,700 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(11) Includes 34,500 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(12) Includes 54,500 shares issuable upon exercise of stock options that are
exercisable within 60 days and 1,976 shares owned by Mr. Crystal's wife.
(13) Includes 16,500 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(14) Includes 114,600 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(15) Includes 104,474 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(16) Pursuant to a Schedule 13G filed with the Securities and Exchange
Commission, Dimensional Fund Advisors, Inc., a registered investment
advisor, is deemed to have beneficial ownership of 1,597,350 shares of
our common stock as of December 31, 1999, all of which shares are held in
portfolios of four registered investment companies and certain other
investment vehicles, including commingled group trusts, of which
Dimensional Fund Advisors, Inc. serves as investment advisor and
investment manager. Dimensional Fund Advisors Inc. disclaims beneficial
ownership of all such shares. The business address for Dimensional Fund
Advisors, Inc. is 1299 Ocean Avenue, 11th Floor, Santa Monica, California
90401.
(17) Information provided is for the individuals who were our executive
officers and directors on July 31, 2000 and includes 1,350,274 shares
issuable upon exercise of stock options that are exercisable within 60
days. The amount does not include 4,042,860 shares beneficially owned by
relatives of Bernard Goldstein and Robert S. Goldstein, other than them,
the beneficial ownership of which is disclaimed by Bernard Goldstein and
Robert S. Goldstein. If such shares were included in the category "All
Executive Officers and Directors as a Group," the number of shares of
Common Stock beneficially owned by such group as of July 31, 2000 would
have been 15,915,232, and the percentage of outstanding shares of our
common stock owned by such group as of July 31, 2000 would have been
50.0%.
8
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth a summary of the annual, long-term and other
compensation for our Chief Executive Officer during fiscal 2000 and for our
four most highly compensated executive officers, other than our Chief
Executive Officer, during fiscal 2000, for the years indicated. These five
persons are referred to collectively as the "Named Executive Officers".
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------- ----------------------
Securities
Fiscal Underlying All Other
Name and Principal Year Ended Other Annual Options LTIP Compensation
Position April 30 Salary ($) Bonus ($) Compensation ($) (#) Payouts ($) ($)(1)
------------------ ---------- ---------- --------- ---------------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Bernard Goldstein....... 2000 $450,173 $360,000 $ -- 80,000 $90,000 $15,231
Chairman and Chief 1999 435,499 291,040 -- 400,000 72,760 12,465
Executive Officer 1998 414,583 178,684 -- 200,000 44,671 4,626
John M. Gallaway........ 2000 $450,084 $360,000 $ -- 70,000 $90,000 $ 8,132
President and Chief 1999 435,182 291,040 4,385 175,000 72,760 11,746
Operating Officer 1998 410,577 178,684 6,000 175,000 44,671 22,224
Allan B. Solomon........ 2000 $333,986 $268,000 $ -- 26,000 $67,000 $ 7,082
Executive Vice
President, 1999 320,519 240,429 692 65,000 -- 15,330
General Counsel and 1998 296,923 136,728 6,000 65,000 -- 10,528
Secretary
Rexford A. Yeisley...... 2000 $247,416 $200,000 $ -- 18,000 $50,000 $ 4,353
Senior Vice President 1999 216,135 126,403 692 45,000 31,601 6,091
and Chief Financial 1998 201,096 72,778 6,000 45,000 18,195 19,121
Officer
Timothy M. Hinkley...... 2000 $247,416 $200,000 $ -- 18,000 $50,000 $ 6,879
Senior Vice President 1999 216,676 127,526 692 45,000 31,882 7,376
of Operations 1998 203,058 77,866 6,000 45,000 19,466 2,690
</TABLE>
--------
(1) During fiscal 2000, includes medical insurance that we paid for Messrs.
Goldstein, Gallaway, Solomon, Yeisley and Hinkley of $3,659, $3,196,
$4,044, $1,853 and $3,244, respectively, our matching contribution to our
401(k) deferred compensation plan of $2,045 for the accounts of each of
Messrs. Goldstein, Gallaway, Solomon, Yeisley and Hinkley, life insurance
that we paid for Messrs. Goldstein, Gallaway, Solomon, Yeisley and Hinkley
of $1,406, $374, $793, $134 and $59, respectively, and other fringe
benefits that we paid for Messrs. Goldstein, Gallaway, Solomon, Yeisley
and Hinkley of $8,121, $2,517, $200, $321 and $1,076, respectively.
Option Grants in Last Fiscal Year
The following table sets forth information concerning options granted during
fiscal 2000 to the Named Executive Officers.
<TABLE>
<CAPTION>
Potential
Realizable Value at
Assumed Annual
Rates of Stock
Price Appreciation
Individual Grants for Option Term (1)
---------------------- -------------------
% of Total
Number of Options
Securities Granted to Exercise
Underlying Employees or Base
Options in Fiscal Price Expiration
Name Granted (#) Year ($/Share) Date 5% ($) 10% ($)
---- ---------- ---------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Bernard Goldstein....... 80,000 15.4% $10.25 09/22/2009 $508,450 $1,290,850
John M. Gallaway........ 70,000 13.5 10.25 09/22/2009 444,894 1,129,494
Allan B. Solomon........ 26,000 5.0 10.25 09/22/2009 165,246 419,526
Rexford A. Yeisley...... 18,000 3.5 10.25 09/22/2009 114,401 290,441
Timothy M. Hinkley...... 18,000 3.5 10.25 09/22/2009 114,401 290,441
</TABLE>
9
<PAGE>
--------
(1) The potential realizable value of a grant is the product of: (a) the
difference between (i) the product of the per-share market price at the
time of the grant and the sum of 1 plus the stock appreciation rate
compounded annually over the term of the option (here, 5% and 10%) and
(ii) the per-share exercise price of the option and (b) the number of
securities underlying the grant at fiscal year-end.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth information concerning the number and value
of shares acquired on the exercise of options and exercisable and
unexercisable stock options at the end of fiscal 2000 for the Named Executive
Officers.
<TABLE>
<CAPTION>
Shares Number of Securities
Acquired Underlying Unexercised Value of Unexercised In-
on Value Options at The-Money Options at
Exercise Realized Fiscal Year-End Fiscal Year-End ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
---- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Bernard Goldstein....... -- -- 253,500/544,000 $2,328,755/$5,275,920
John M. Gallaway........ 35,000 $326,340 203,500/339,000 1,971,390/3,130,715
Allan B. Solomon........ -- -- 240,500/133,000 1,910,264/1,239,469
Rexford A. Yeisley...... -- -- 93,000/95,000 873,138/889,707
Timothy M. Hinkley...... 9,000 105,624 82,874/95,000 697,292/893,707
</TABLE>
Compensation of Directors
Directors who are not employed by us receive a $50,000 annual retainer and
additional compensation of $2,000 and out-of-pocket expenses for each board
meeting attended. Directors who are our employees receive no additional
compensation for serving as directors. All directors are reimbursed for travel
and other expenses incurred in connection with attending board meetings. In
addition, upon the initial election or appointment of any person to the Board
of Directors, he or she may receive options to acquire shares of our common
stock.
Employment Contracts, Termination of Employment and Change-in-Control
Arrangements
In January 1999, we entered into employment agreements with Bernard
Goldstein, Chairman and Chief Executive Officer and John M. Gallaway,
President and Chief Operating Officer. Pursuant to the employment agreements,
Messrs. Goldstein and Gallaway receive an initial base salary of $450,000,
subject to increases as may be determined by the Board of Directors from time
to time. In addition, Messrs. Goldstein and Gallaway are entitled to
participate in our stock option and other benefit plans. Their employment
agreements are each for an initial term of three years and are automatically
renewable for successive one year periods thereafter, unless 90 days' written
notice is given by either party. If the respective executive dies or becomes
disabled, or if we terminate the term of employment without "cause" (as
defined in the employment agreement), either during the initial term or any
renewal term or by written notice of nonrenewal, the executive would be
entitled, upon releasing us and our affiliates from any and all claims, to
receive his salary and employment benefits for two years or until new
employment begins, whichever occurs first. Further, if the respective
executive dies or becomes disabled, he or his representative will also be
entitled to a lump sum payment equal to the average of the last three years'
bonus payments, inclusive of deferred amounts. In addition, in the event of a
change of control (as defined in the employment agreement), the respective
executive shall be entitled to the following severance: (1) salary and benefit
continuation for 24 months or until new employment begins, whichever occurs
first; (2) a lump sum payment equal to the average of the previous three
years' bonus payment, inclusive of deferred amounts; (3) vesting of all stock
options; and (4) payment of all deferred bonuses upon a change of control.
In January 1999, we entered into employment agreements with Allan B.
Solomon, Executive Vice President and General Counsel, Rexford A. Yeisley,
Senior Vice President and Chief Financial Officer and Timothy M. Hinkley,
Senior Vice President of Operations, the terms of which are substantially
similar to the employment agreements described above. Pursuant to the
employment agreements, Messrs. Solomon, Yeisley and Hinkley receive an initial
base salary of $321,000, $216,000 and $216,000, respectively. In addition,
pursuant to each of
10
<PAGE>
the employment agreements, the maximum period of salary continuation in the
event of a termination, death or disability is 12 months and in the event of a
change of control is 18 months. The employment agreements of Messrs. Solomon
and Yeisley have an initial term of two years, and Mr. Hinkley's employment
agreement has an initial term of three years.
In January 1999, we entered into employment agreements with James D. Guay,
Vice President of Marketing, Robert F. Boone, Vice President of Human
Resources and Risk Management, Gregory D. Guida, Vice President of
Development, Roger W. Deaton, Regional Vice President of Operations, and
Robert S. Fiore, Regional Vice President of Operations, the terms of which are
substantially similar to the employment agreements described above. Pursuant
to their employment agreements, Messrs. Guay, Boone, Guida, Deaton and Fiore
receive an initial base salary of $165,000, $161,000, $135,000, $170,000 and
$155,000, respectively. In addition, pursuant to their employment agreements,
the maximum periods of salary continuation in the event of termination without
"cause" or a change of control is 12 months. The employment agreements of
Messrs. Boone, Guida, Deaton and Fiore have an initial term of two years, and
Mr. Guay's employment agreement has an initial term of three years.
Compensation Committee Interlocks and Insider Participation
Messrs. Alan J. Glazer, Robert S. Goldstein and Emanuel Crystal are members
of our Compensation Committee. Mr. Robert S. Goldstein is the son of Bernard
Goldstein, our Chairman and Chief Executive Officer.
Compensation Committee Report on Executive Compensation
The Compensation Committee advises the Board of Directors concerning
executive compensation, including base salaries, bonuses, stock option grants,
health and life insurance and other benefits. Compensation Committee
recommendations concerning executive compensation are reviewed and approved by
the Board. Board members who are also our executive officers do not
participate in the deliberations of the Board concerning their respective
compensation and benefits and do not vote on such matters.
Our objective concerning executive compensation is to design an executive
compensation program that attracts and retains qualified executives and aligns
executives' interests with ours and those of our stockholders in achieving our
operating goals and business objectives and increasing stockholder value. The
principal components of our executive compensation program are base salary,
bonus and stock options. In light of our objective concerning executive
compensation, a substantial portion of the executive compensation above the
base salary is generally provided through bonuses tied to certain indicators
of our performance and through the grant of stock options.
The Compensation Committee's determinations of overall executive
compensation for the fiscal year 2000, which includes salary, bonus, certain
benefits and stock option awards, were based upon consideration of, among
other factors, our performance during the fiscal year, the individual
executive's contribution to the achievement of operating goals and business
objectives and levels of compensation in comparable companies at similar
stages of development, with particular emphasis on those operating in the
gaming industry.
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits our
deduction for compensation paid to the Named Executive Officers to $1 million
unless certain requirements are met. The policy of the Compensation Committee
with respect to section 162(m) is to establish and maintain a compensation
program which will optimize the deductibility of compensation. In that regard,
no executive officer received compensation in excess of $1 million during
fiscal 2000. The Compensation Committee, however, reserves the right to use
its judgment, where merited by the Compensation Committee's need for
flexibility to respond to changing business conditions or by an executive's
individual performance, to authorize compensation which may not, in a specific
case, be fully deductible.
By The Compensation Committee:
Alan J. Glazer
Robert S. Goldstein
Emanuel Crystal
11
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph compares the performance of an investment in our common
stock with the cumulative total return of the Nasdaq Market Index, a broad
market index, and the Dow Jones Casino Group Index, an industry index, for the
period from April 30, 1995 through April 30, 2000. The comparison assumes $100
was invested on April 30, 1995, and the reinvestment of dividends on the date
of payment without payment of any commissions, in each of our common stock,
the Nasdaq Market Index and the Dow Jones Casino Group Index. Dollar amounts
in the graph are rounded to the nearest whole dollar. The performance shown in
the graph represents past performance and should not be considered an
indication of future performance.
[Performance Graph Appears Here]
<TABLE>
<CAPTION>
NASDAQ DOW JONES
ISLE OF CAPRI MARKET CASINO
FISCAL YEAR CASINOS, INC. INDEX GROUP INDEX
----------- ------------- ------ -----------
<S> <C> <C> <C>
1995 $100.00 $100.00 $100.00
1996 51.23 139.59 113.62
1997 15.16 148.79 66.51
1998 22.13 221.00 80.05
1999 40.98 291.84 79.20
2000 90.98 453.45 96.58
</TABLE>
12
<PAGE>
CERTAIN TRANSACTIONS
On March 2, 2000 we merged with BRDC, Inc. which owned a 50% interest in
Lady Luck Gaming Corporation's Bettendorf, Iowa facility that was not owned by
Lady Luck Gaming Corporation, and related real estate. In connection with the
merger, we issued 6.3 million shares of our common stock, subject to a post-
closing adjustment totaling approximately $153,000, to members of the family
of Bernard Goldstein, including Robert S. Goldstein.
A corporation wholly owned by the Goldstein family leases to us for the Isle
of Capri Casino & Hotel in Bettendorf, Iowa on a month-to-month basis (1) land
for parking at a monthly rent of $20,000 and (2) warehouse space at a monthly
rent of $3,360. We have also agreed to remove our construction debris from
adjacent property owned by a wholly owned corporation of the Goldstein family.
We reimburse Alter Trading Corporation, a company owned by Robert S.
Goldstein and other members of the Goldstein family, for annual lease payments
of approximately $99,000 with respect to property leased by Alter Trading
Corporation. The land was leased at Isle of Capri's request in order to secure
a site for possible casino operations.
During fiscal 2000, Allan B. Solomon, our Executive Vice President,
Secretary and General Counsel, paid in full a loan from us in the aggregate
amount of $215,788.
We manage the Isle of Capri--Black Hawk for a fee which is equal to two
percent of revenue (after deducting one-half of gaming taxes), plus ten
percent of operating income, the total of which is not to exceed four percent
of revenue, as defined.
2. APPROVAL OF THE ISLE OF CAPRI CASINOS, INC. 2000 LONG-TERM STOCK INCENTIVE
PLAN
The 2000 Long-Term Stock Incentive Plan, which we refer to as the 2000 Plan,
has been established by us to (1) attract and retain persons eligible to
participate in the 2000 Plan; (2) motivate participants, by means of
appropriate incentives, to achieve our long-range goals; (3) provide incentive
compensation opportunities that are competitive with those of other similar
companies; and (4) further identify participants' interests with those of our
other stockholders through compensation that is based on our common stock and
thereby promote our long-term financial interest, including the growth in
value of our equity and enhancement of long-term stockholder return. Upon
stockholder approval of the 2000 Plan, no awards will be made under our 1993
Stock Option Plan or any prior long-term incentive plan. No awards under the
2000 Plan have been made, and the amount of the awards which will be made is
not determinable. The 2000 Plan replaces the 1993 Stock Option Plan. Awards
made under the 1993 Stock Option Plan during fiscal 2000 to the Named
Executive Officers are set forth in the "Compensation of Directors and
Executive Officers--Option Grants in Last Fiscal Year". The awards to (1) all
executive officers as a group were 212,000 options, (2) all directors who are
not executive officers as a group were 40,000 options, and (3) all employees,
including all current officers, who are not executive officers as a group were
266,200 options.
To achieve the foregoing objectives, the 2000 Plan provides for the grant of
non-qualified stock options ("NQSOs") and incentive stock options ("ISOs"),
stock appreciation rights ("SARs"), stock units, performance shares,
performance units, restricted stock and restricted stock units.
Administration
The 2000 Plan is administered by our Compensation Committee. Except for
reload options, the Compensation Committee selects the employees, officers and
directors who will be granted awards under the 2000 Plan and thereby become
"participants" in the 2000 Plan. All our employees are currently eligible to
participate in the 2000 Plan. The Compensation Committee also determines the
types of awards to be granted and the applicable terms, conditions,
performance criteria, restrictions and other provisions of such awards. The
13
<PAGE>
Compensation Committee may allocate all or any portion of its responsibilities
and powers to any one or more of its members and may delegate all or any part
of its responsibilities and powers to any person or persons selected by the
Compensation Committee, except to the extent prohibited by applicable law or
the applicable rules of a stock market.
Shares Reserved
The number of shares of our common stock reserved for issuance under the
2000 Plan is equal to 1,000,000 shares plus any shares of common stock
remaining for issuance under our prior long-term incentive plans. Any shares
allocated to an award which expires, lapses, is forfeited or terminated for
any reason without issuance of shares (whether or not cash or other
consideration is paid to a participant in respect of such shares) may again
become subject to awards under the 2000 Plan. The common stock with respect to
which awards may be made under the 2000 Plan may be shares currently
authorized but unissued, or currently held or subsequently acquired by us as
treasury shares.
The following additional limits will apply to awards under the 2000 Plan:
(1) no more than the maximum number of shares of common stock authorized under
the Plan may be issued for ISOs; (2) no more than the maximum number of shares
of common stock authorized under the Plan may be issued for stock unit awards,
performance share awards, restricted stock performance awards and restricted
stock performance unit awards; (3) no more than 200,000 shares of common stock
may be issued for options and SARs granted to any one individual in any one
fiscal year period; (4) no more than 200,000 shares of common stock may be
issued for stock unit awards, performance share awards, restricted stock
performance awards and restricted stock performance unit awards that are
intended to be "performance-based compensation" (as described below) granted
to any one individual during any one fiscal year period; and (5) no more than
$500,000 may be subject to performance unit awards granted to any one
individual during any one fiscal year period if such awards are intended to be
performance-based.
In the event of a corporate transaction involving us (including, without
limitation, any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination or exchange of shares), the Compensation Committee may adjust
awards to preserve the benefits or potential benefits of the awards. Action by
the Compensation Committee may include: (1) adjustment of the number and kind
of shares which may be delivered under the 2000 Plan; (2) adjustment of the
number and kind of shares subject to outstanding awards; (3) adjustment of the
exercise price of outstanding options and SARs; and (4) any other adjustments
that the Compensation Committee determines to be equitable.
Options
Under the 2000 Plan, the Compensation Committee may grant options to
purchase our common stock, which options may be either ISOs or NQSOs. The
purchase price of a share of common stock under each ISO may not be less than
the fair market value of a share of common stock on the date the option is
granted. The option will be exercisable in accordance with the terms
established by the Compensation Committee. Options will be exercisable in
minimum increments of 100 shares. In order to exercise an option, a
participant must deliver to us written notice of exercise and full payment of
the purchase price of each share of common stock purchased upon the exercise
of any option. The purchase price may be paid in cash or in shares of our
common stock (valued at fair market value as of the day of exercise), or in
any combination thereof. The Compensation Committee may permit a participant
to pay the purchase price by irrevocably authorizing a third party to sell
shares acquired upon exercise of the option and to remit proceeds to pay the
purchase price and tax withholding.
Reload Options
Whenever a participant holding any option outstanding under the 2000 Plan
exercises the option and makes payment of the exercise price in whole or in
part, by tendering shares of our common stock previously held by the
participant, the participant will automatically be granted a "reload option"
with respect to the number of
14
<PAGE>
shares of our common stock that is equal to the number of shares tendered by
the participant on payment of the option price of the option being exercised.
The option price of the reload option will be equal to the fair market value
per share of common stock, determined as of the date of receipt of the
participant's notice to exercise the option. The exercise period of the reload
option will expire on the later to occur of (1) the expiration date of the
originally surrendered option, or (2) one year from the date of grant of the
reload option. Any reload option granted will vest immediately upon grant. All
other terms of a reload option granted under the 2000 Plan will be identical
to the terms and conditions of the original option to which the reload option
relates.
Stock Appreciation Rights
The Compensation Committee may grant an SAR in connection with all or any
portion of a previously or contemporaneously granted option, or independent of
any option grant. An SAR entitles the participant to receive, upon exercise of
the SAR, a payment equal to the difference between the fair market value of
the number of shares of common stock with respect to which the SAR is
exercised over the exercise price established by the Compensation Committee.
An SAR may be settled in common stock, in cash, or in a combination thereof,
as determined by the Compensation Committee.
Other Stock Awards
The Compensation Committee may grant stock units (a right to receive common
stock in the future), performance shares (a right to receive shares of common
stock or stock units contingent on the achievement of performance or other
objectives during a specified period), performance units (a right to receive a
designated dollar value amount of common stock which is contingent on the
achievement of performance or other objectives during a specified period),
restricted stock (a grant of shares of common stock which shares are subject
to a risk of forfeiture) and restricted stock units (a right to future
delivery of such shares of common stock subject to a risk of forfeiture).
These types of awards are subject to such conditions as determined by the
Compensation Committee.
Performance-Based Compensation
The Compensation Committee may designate whether any award being granted to
any participant is intended to be "performance-based compensation" as that
term is used in section 162(m) of the Internal Revenue Code. Any such awards
(other than options and SARs) designated as intended to be "performance-based
compensation" shall be conditioned on the achievement of "performance
measures", as selected by the Compensation Committee, stated in terms of the
attainment of specified levels of or percentage changes in any one or more of
the following measurements: revenue; increases in stock price; market share;
primary or fully-diluted earnings per share; earnings before interest, taxes,
depreciation and/or amortization; cash flow from operations; total cash flow;
return on equity; return on capital; return on assets; management staffing; or
any combination thereof.
Imposition of Additional Restrictions
The Compensation Committee, in its discretion, may impose such conditions,
restrictions, and contingencies on common stock acquired pursuant to the 2000
Plan as the Compensation Committee determines to be desirable.
Dividends and Dividend Equivalents
An award under the 2000 Plan may provide the participant with the right to
receive dividend payments or dividend equivalent payments with respect to
shares of common stock subject to the award (both before and after the common
stock subject to the award is earned, vested, or acquired). The dividend or
dividend equivalent payments may be either made currently or credited to an
account for the participant, and may be settled in cash or shares of common
stock, as determined by the Compensation Committee.
15
<PAGE>
Nontransferability
Except as otherwise provided by the Compensation Committee, awards under the
2000 Plan are not transferable except as designated by the participant by will
or by laws of descent and distribution.
Change in Control
Generally, upon a change in control (as defined in the 2000 Plan), all
outstanding awards will become fully vested and exercisable.
Withholding of Taxes
We may require a participant to pay the amount of any withholding taxes
payable upon the settlement of any award under the 2000 Plan or withhold from
amounts otherwise payable (including in the form of common stock) to the
participant under the 2000 Plan.
Amendment and Termination
The 2000 Plan may be amended or terminated at any time by the Board,
provided that no amendment or termination may adversely affect the rights of
any participant without the participant's written consent.
Federal Income Tax Effects
The following is a brief description of the U.S. federal income tax
treatment that will generally apply to awards under the 2000 Plan based on
current U.S. federal income taxation with respect to us and participants who
are subject to U.S. federal income tax.
The grant of an NQSO will not result in taxable income to the participant
and we will not be entitled to a deduction at the time of grant. Except as
described below, the participant will realize ordinary income at the time of
exercise in an amount equal to the excess of the fair market value of the
common stock acquired over the exercise price for those shares, and we will be
entitled to a corresponding deduction. Gains or losses realized by the
participant upon disposition of such shares will be treated as capital gains
and losses, with the basis in such common stock equal to the fair market value
of the shares at the time of exercise.
The grant of an ISO will not result in taxable income to the participant and
we will not be entitled to a deduction at the time of grant. The exercise of
an ISO will not result in taxable income to the participant provided that the
participant was, without a break in service, our employee or the employee of
one of our subsidiaries during the period beginning on the date of the grant
of the option and ending on the date three months prior to the date of
exercise (one year prior to the date of exercise if the participant dies or is
disabled as determined under Internal Revenue Code rules). The excess of the
fair market value of the common stock at the time of the exercise of an ISO
over the exercise price is an adjustment that is included in the calculation
of the participant's alternative minimum taxable income for the tax year in
which the ISO is exercised. For purposes of determining the participant's
alternative minimum tax liability for the year of disposition of the shares
acquired pursuant to the ISO exercise, the participant will have a basis in
those shares equal to the fair market value of the common stock at the time of
exercise.
If the participant does not sell or otherwise dispose of the stock acquired
upon exercise of an ISO within two years from the date of the grant of the ISO
or within one year after the transfer of such stock to the participant, then
upon disposition of such common stock, any amount realized in excess of the
exercise price will be taxed to the participant as capital gain, and we will
not be entitled to a corresponding deduction for federal income tax purposes.
The participant will recognize capital loss to the extent that the amount
realized is less than the exercise price. If these holding period requirements
are not met, the participant will generally realize ordinary income at the
time of the disposition of the shares, in an amount equal to the lesser of (1)
the excess of
16
<PAGE>
the fair market value of the common stock on the date of exercise over the
exercise price, or (2) the excess, if any, of the amount realized upon
disposition of the shares over the exercise price. If the amount realized
exceeds the value of the shares on the date of exercise, any additional amount
will be capital gain. If the amount realized is less than the exercise price,
the participant will recognize no income, and a capital loss will be
recognized equal to the excess of the exercise price over the amount realized
upon the disposition of the shares.
The grant of an SAR will not result in taxable income to the participant and
we will not be entitled to a deduction at the time of grant. Upon exercise of
an SAR, the amount of cash or the fair market value of common stock received
will be taxable to the participant as ordinary income, and we will be entitled
to a corresponding deduction. Gains and losses realized by the participant
upon disposition of any such shares will be treated as capital gains and
losses, with the basis in such shares equal to the fair market value of the
shares at the time of exercise.
A participant who has been granted a stock unit award, performance stock
unit award or restricted stock unit award will not realize taxable income at
the time of grant, and we will not be entitled to a deduction at that time.
The participant will have taxable income at the time of distribution equal to
the amount of cash received and the then fair market value of the distributed
shares, and we will be entitled to a corresponding deduction.
A participant who has been granted a performance share award or restricted
stock award will not realize taxable income at the time of grant, and we will
not be entitled to a corresponding deduction at that time, assuming that the
restrictions constitute a "substantial risk of forfeiture" for U.S. federal
income tax purposes. Upon the vesting of common stock subject to the award,
the holder will realize ordinary income in an amount equal to the then fair
market value of those shares and we will be entitled to a corresponding
deduction. Gains or losses realized by the participant upon disposition of
such shares will be treated as capital gains and losses, with the basis in
such shares equal to the fair market value of the shares at the time of
vesting. Dividends, if any, paid to the holder during the restriction period
will also be compensation income to the participant and deductible as
compensation expense by us. A participant may elect, pursuant to section 83(b)
of the Internal Revenue Code, to recognize income at the date of grant of a
restricted stock award and to have the applicable capital gain holding period
commence as of that date. In the event of this election, we will be entitled
to a deduction for compensation expense at the time of grant.
Any acceleration of the vesting or payment of awards under the 2000 Plan in
the event of a change in control of us may cause part or all of the amounts
paid to be treated as an "excess parachute payment" under the Internal Revenue
Code, which may subject the participant to a 20% excise tax and preclude our
deduction.
Under section 162(m) of the Internal Revenue Code, we generally will not be
able to deduct annual compensation in excess of $1 million paid to our chief
executive officer and our four most highly compensated employees. However,
amounts that constitute "performance-based compensation" are not counted
toward the $1 million limit. Certain awards under the 2000 Plan will
automatically qualify as performance-based compensation and the Compensation
Committee may designate whether any other award is intended to constitute
performance-based compensation.
The Board of Directors recommends that the stockholders vote FOR the
approval of the Isle of Capri Casinos, Inc. 2000 Long-Term Stock Incentive
Plan.
3. APPROVAL OF THE ISLE OF CAPRI CASINOS, INC. DEFERRED BONUS PLAN
The Isle of Capri Casinos, Inc. Deferred Bonus Plan (formerly the Casino
America, Inc. Deferred Bonus Plan) was established by us effective as of April
26, 1998 as a means of attracting and retaining the services of experienced
and knowledgeable officers and employees. The Deferred Bonus Plan provides for
the deferred payment of eligible cash bonuses otherwise payable to officers
and employees who participate in the Deferred Bonus Plan.
17
<PAGE>
Participation
All of our officers and officers of our subsidiaries and each other employee
who is designated as a key employee by the Compensation Committee are eligible
to participate in the Deferred Bonus Plan. There are currently 117
participants in the Deferred Bonus Plan. An eligible employee who receives the
grant of a discretionary cash bonus following the end of any fiscal year will
automatically become a "participant" in the Deferred Bonus Plan.
Bonus Deferrals
In the event we or any of our subsidiaries grants an eligible cash bonus to
an eligible employee, payment of 20 percent of the cash bonus will be
automatically deferred under the Deferred Bonus Plan. The amount of the cash
bonus that is deferred is referred to as the "deferred bonus". Payment of the
deferred bonus will be paid on the "deferred bonus payment date" which is the
earliest of (1) death or the date of disability of the participant, (2) the
fifth anniversary of the last day of our fiscal year immediately preceding the
date the bonus was awarded, or (3) an extraordinary transaction. For purposes
of the Deferred Bonus Plan, an "extraordinary transaction" is a merger,
consolidation or reorganization of us with or into another entity pursuant to
which we are not the surviving entity, the sale of all or substantially all of
our assets, our liquidation or dissolution or a change in control of us (as
defined under securities rules).
If a participant terminates employment for any reason (other than by reason
of death or disability) prior to the deferred bonus payment date, the
participant will forfeit any and all rights to the deferred bonus.
Deferred Bonus Plan Benefits
The following table sets forth the amount of deferred bonuses and associated
number of shares of our common stock deferred in the Deferred Bonus Plan for
fiscal 2000 only and cumulatively through fiscal 2000 for the individuals
indicated. Future amounts related to deferred bonuses are not determinable.
<TABLE>
<CAPTION>
Fiscal Fiscal
2000 2000
Dollar Number Cumulative Cumulative
Value of Dollar Number of
Name and Position ($) Shares Value ($) Shares
----------------- -------- ------ ---------- ----------
<S> <C> <C> <C> <C>
Bernard Goldstein
Chairman and Chief
Executive Officer....................... $ 90,000 8,108 $ 207,431 39,841
John M. Gallaway
President and Chief
Operating Officer....................... $ 90,000 8,108 $ 207,431 39,841
Allan B. Solomon
Executive Vice President, General
Counsel and Secretary................... $ 67,000 6,036 $ 67,000 6,036
Rexford A. Yeisley
Senior Vice President and Chief
Financial Officer....................... $ 50,000 4,505 $ 99,796 17,823
Timothy M. Hinkley
Senior Vice President of Operations..... $ 50,000 4,505 $ 101,348 18,368
Executive Group
(total of Named Executive Officers)..... $347,000 31,262 $ 683,006 121,910
Non-Executive Directors Group............ $ -- -- $ -- --
Non-Executive Officer Employee Group
(112 other employee participants)....... $737,273 63,728 $1,476,754 256,115
</TABLE>
18
<PAGE>
Payment of Deferred Bonus Election
Within 30 days of the date a cash bonus is awarded to a participant, the
participant must submit a "deferral election" pursuant to which the
participant elects the form in which the deferred bonus will be paid. The
participant may elect payment in cash or shares of our common stock. If the
participant does not file a deferral election, the participant will, at our
election, either forfeit the deferred bonus or be paid the deferred bonus in
cash.
If the participant elects to have the deferred bonus paid in cash, the
participant will be entitled to an amount equal to the deferred bonus plus
interest, compounded annually, on the principal amount of the deferred bonus,
at a rate equal to the market yield of the five-year treasury bond issue which
has the closest maturity date (month and year) to the Deferred Bonus Payment
Date, as quoted in The Wall Street Journal, and as adjusted as of each
anniversary of the date on which the deferred bonus was awarded.
If the participant elects to have the deferred bonus paid in shares of our
common stock, the participant will be entitled to a number of shares (rounded
down to the nearest whole number) equal to 125 percent of the deferred bonus
divided by the fair market value of a share of our common stock as of the last
day of our fiscal year immediately prior to the date on which the deferred
bonus was awarded. If our stockholders have not approved the Deferred Bonus
Plan prior to any deferred bonus payment date, then any participant who has
made an election to receive shares of stock will instead receive cash equal to
the fair market value of the number of shares that the participant would
otherwise have received.
Shares Issuable Under the Plan/Adjustment to Shares
The shares of our common stock issuable under the Deferred Bonus Plan may be
currently authorized but unissued shares or, subject to compliance with any
trust indenture or other agreement to which we are a party or by which we may
be bound, shares purchased in the open market by us.
If we effect any subdivision or consolidation of our shares or other capital
readjustment, payment of a stock dividend, stock split, combination of shares
or recapitalization or other increase or reduction of the number of our shares
outstanding without receiving compensation in money, services or property,
then the calculation of the fair market value of our common stock and the
number of shares distributable to participants under the Deferred Bonus Plan
will be appropriately adjusted.
If we are reorganized, merged or consolidated or are a party to a plan of
exchange with another corporation, pursuant to which our stockholders receive
any shares of stock or other securities, cash or property or if we distribute
securities of another corporation to our stockholders, there will be
substituted for the shares otherwise distributable under the Deferred Bonus
Plan an appropriate number of shares of each class of stock or other
securities, cash or property which were distributed to our stockholders.
Our issuance of shares of stock of any class of securities which are
convertible into shares of stock of any class, for cash or property or for
labor or services either upon direct sale, upon the exercise of rights or
warrants to subscribe for the stock or securities or upon conversion of shares
or obligations of us convertible into shares or other securities, will not
affect and no adjustment will be made to amounts distributable under the
Deferred Bonus Plan on account of such events.
Nontransferability
The rights of a participant to a deferred bonus under the Deferred Bonus
Plan are not assignable or transferable, voluntarily or by operation of law,
except upon the death of the participant.
Withholding
All payments and issuances of shares of common stock under the Deferred
Bonus Plan are subject to all applicable taxes and we are authorized to
withhold any taxes as may be required by applicable law.
19
<PAGE>
Amendment and Termination
The Board of Directors may amend or terminate the Deferred Bonus Plan at any
time. If, however, any amendment or termination would adversely affect the
rights of participants to any deferred bonus granted prior to the adoption of
such amendment or termination, the consent of affected participants must be
obtained.
The Board of Directors recommends that the stockholders vote FOR the
approval of the Isle of Capri Casinos, Inc. Deferred Bonus Plan.
4. RATIFICATION OF THE SELECTION OF AUDITORS
Unless marked to the contrary, proxies will be voted for the ratification of
our selection of Ernst & Young LLP as our independent auditors for the fiscal
year ending on April 29, 2001. Ernst & Young LLP was engaged as our
independent auditors effective June 1993 and has audited our consolidated
financial statements for the fiscal year ended April 30, 1993 and each
subsequent fiscal year.
Representatives of Ernst & Young LLP are expected to appear at the Annual
Meeting, will have an opportunity to make a statement, if they wish to do so,
and will be available to answer appropriate questions from stockholders at
that time.
If the selection of Ernst & Young LLP is not ratified by the stockholders,
the Board will consider such a vote as advice to select other independent
auditors for fiscal 2002, rather than fiscal 2001, because of the difficulty
and expense involved in changing independent auditors on short notice.
The Board of Directors recommends that the stockholders vote FOR the
ratification of the selection of Ernst & Young LLP as our independent
auditors.
OTHER MATTERS
The Board of Directors is not aware of any other business that may come
before the Annual Meeting. However, if additional matters properly come before
the meeting, proxies will be voted at the discretion of the proxyholders.
STOCKHOLDER PROPOSALS
Stockholders who, in accordance with Rule 14a-8 of the Commission, wish to
present proposals for inclusion in our proxy materials to be distributed in
connection with our 2001 Annual Meeting must submit their proposals not later
than April 22, 2001, at our principal executive offices, Attention: Bernard
Goldstein, Chairman and Chief Executive Officer. As the rules of the
Commission make clear, simply submitting a proposal does not guarantee its
inclusion.
ADDITIONAL INFORMATION
A copy of our Annual Report to Stockholders for fiscal 2000 is being
provided to stockholders with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
Bernard Goldstein, Chairman and
Chief Executive Officer
August 14, 2000
Biloxi, Mississippi
20
<PAGE>
Exhibit A
ISLE OF CAPRI CASINOS, INC.
2000 LONG-TERM STOCK INCENTIVE PLAN
SECTION 1
GENERAL
1.1. Purpose. The Isle of Capri Casinos, Inc. 2000 Long-Term Stock Incentive
Plan (the "Plan") has been established by Isle of Capri Casinos, Inc. (the
"Company") to (i) attract and retain persons eligible to participate in the
Plan; (ii) motivate Participants, by means of appropriate incentives, to
achieve long-range goals; (iii) provide incentive compensation opportunities
that are competitive with those of other similar companies; and (iv) further
identify Participants' interests with those of the Company's other
stockholders through compensation that is based on the Company's common stock;
and thereby promote the long-term financial interest of the Company and any
Subsidiary, including the growth in value of the Company's equity and
enhancement of long-term stockholder return.
1.2. Participation. Subject to the terms and conditions of the Plan, the
Committee shall determine and designate, from time to time, those Participants
who will be granted one or more Awards under the Plan.
1.3. Operation, Administration, and Definitions. The operation and
administration of the Plan, including the Awards made under the Plan, shall be
subject to the provisions of Section 4 (relating to operation and
administration). Capitalized terms in the Plan shall be defined as set forth
in the Plan (including the definition provisions of Section 8 of the Plan).
SECTION 2
OPTIONS AND SARS
2.1. Definitions.
(a) The grant of an "Option" entitles the Participant to purchase shares
of Stock at an Exercise Price established by the Committee. Any Option
granted under this Section 2 may be either an incentive stock option (an
"ISO") or a non-qualified stock option (an "NQSO"), as determined in the
discretion of the Committee, provided that only employees of the Company or
a Subsidiary may receive ISOs. An "ISO" is an Option that is intended to
satisfy the requirements applicable to an "incentive stock option"
described in section 422(b) of the Code. An "NQSO" is an Option that is not
intended to be an "incentive stock option" as that term is described in
section 422(b) of the Code.
(b) A stock appreciation right (a "SAR") entitles the Participant to
receive, in cash or Stock (as determined in accordance with subsection
2.5), value equal to (or otherwise based on) the excess of: (a) the Fair
Market Value of a specified number of shares of Stock at the time of
exercise; over (b) the Exercise Price established by the Committee.
2.2. Exercise Price. The "Exercise Price" of each Option and SAR granted
under this Section 2 shall be established by the Committee or shall be
determined by a method established by the Committee at the time the Option or
SAR is granted; except that the Exercise Price of an ISO shall not be less
than 100% of the Fair Market Value of a share of Stock on the date of grant
(or, if greater, the par value of a share of Stock).
2.3. Exercise. An Option and a SAR shall be exercisable in accordance with
such terms and conditions and during such periods as may be established by the
Committee as set forth in the award agreement.
2.4. Payment of Option Exercise Price. The payment of the Exercise Price of
an Option granted under this Section 2 shall be subject to the following:
A-1
<PAGE>
(a) Subject to the following provisions of this subsection 2.4, the full
Exercise Price for shares of Stock purchased upon the exercise of any
Option shall be paid at the time of such exercise (except that, in the case
of an exercise arrangement approved by the Committee and described in
paragraph 2.4(c), payment may be made as soon as practicable after the
exercise).
(b)The Exercise Price shall be payable in cash or by tendering, by either
actual delivery of shares or by attestation, shares of Stock acceptable to
the Committee, and valued at Fair Market Value as of the day of exercise,
or in any combination thereof, as determined by the Committee.
(c) The Committee may permit a Participant to elect to pay the Exercise
Price upon the exercise of an Option by irrevocably authorizing a third
party to sell shares of Stock (or a sufficient portion of the shares)
acquired upon exercise of the Option and remit to the Company a sufficient
portion of the sale proceeds to pay the entire Exercise Price and any tax
withholding resulting from such exercise.
2.5. Settlement of Award. Settlement of Options and SARs is subject to
subsection 4.7.
SECTION 3
OTHER STOCK AWARDS
3.1. Definitions.
(a) A "Stock Unit" Award is the grant of a right to receive shares of
Stock in the future.
(b) A "Performance Share" Award is a grant of a right to receive shares
of Stock or Stock Units which is contingent on the achievement of
performance or other objectives during a specified period.
(c) A "Performance Unit" Award is a grant of a right to receive a
designated dollar value amount of Stock which is contingent on the
achievement of performance or other objectives during a specified period.
(d) A "Restricted Stock" Award is a grant of shares of Stock, and a
"Restricted Stock Unit" Award is the grant of a right to receive shares of
Stock in the future, with such shares of Stock or right to future delivery
of such shares of Stock subject to a risk of forfeiture or other
restrictions that will lapse upon the achievement of one or more goals
relating to completion of service by the Participant, or achievement of
performance or other objectives, as determined by the Committee.
3.2. Restrictions on Awards. Each Stock Unit Award, Restricted Stock Award,
Restricted Stock Unit Award, Performance Share Award, and Performance Unit
Award shall be subject to the following:
(a) Any such Award shall be subject to such conditions, restrictions and
contingencies as the Committee shall determine.
(b) The Committee may designate whether any such Award being granted to
any Participant is intended to be "performance-based compensation" as that
term is used in section 162(m) of the Code. Any such Awards designated as
intended to be "performance-based compensation" shall be conditioned on the
achievement of one or more Performance Measures, to the extent required by
Code section 162(m). The Performance Measures that may be used by the
Committee for such Awards shall be stated in terms of the attainment of
specified levels of or percentage changes in any one or more of the
following measurements: revenue; increases in stock price; market share;
primary or fully-diluted earnings per share; earnings before interest,
taxes, depreciation and/or amortization; cash flow from operations; total
cash flow; return on equity; return on capital; return on assets;
management staffing; or any combination thereof. For Awards under this
Section 3 intended to be "performance-based compensation," the grant of the
Awards and the establishment of the Performance Measures shall be made
during the period required under Code section 162(m).
A-2
<PAGE>
SECTION 4
OPERATION AND ADMINISTRATION
4.1. Effective Date. Subject to the approval of the stockholders of the
Company at the Company's 2000 annual meeting of its stockholders, the Plan
shall be effective as of September 1, 2000 (the "Effective Date"); provided,
however, that to the extent that Awards are granted under the Plan prior to
its approval by stockholders, the Awards shall be contingent on approval of
the Plan by the stockholders of the Company at such annual meeting. The Plan
shall be unlimited in duration and, in the event of Plan termination, shall
remain in effect as long as any Awards under it are outstanding; provided,
however, that no Awards may be granted under the Plan after the ten-year
anniversary of the Effective Date (except for Awards granted pursuant to
commitments entered into prior to such ten-year anniversary); and further
provided, that the term of any Reload Options shall be determined as provided
in subsection 4.15 of the Plan.
4.2. Shares Subject to Plan. The shares of Stock for which Awards may be
granted under the Plan shall be subject to the following:
(a) The shares of Stock with respect to which Awards may be made under
the Plan shall be shares currently authorized but unissued or currently
held or subsequently acquired by the Company as treasury shares, including
shares purchased in the open market or in private transactions.
(b) Subject to the following provisions of this subsection 4.2, the
maximum number of shares of Stock that may be delivered to Participants and
their beneficiaries under the Plan shall be equal to the sum of: (i)
1,000,000 shares of Stock; and (ii) any shares of Stock available for
future awards under any prior long-term incentive plan of the Company,
including the Casino America, Inc. 1992 Stock Option Plan and the Casino
America, Inc. 1993 Stock Option Plan (the "Prior Plans") as of the
Effective Date; and any shares of Stock that are represented by awards
granted under any Prior Plans which are forfeited, expire or are canceled
without delivery of shares of Stock or which result in the forfeiture of
the shares of Stock back to the Company.
(c) To the extent provided by the Committee, any Award may be settled in
cash rather than Stock. To the extent any shares of Stock covered by an
Award are not delivered to a Participant or beneficiary because the Award
is forfeited or canceled, or the shares of Stock are not delivered because
the Award is settled in cash or used to satisfy the applicable tax
withholding obligation, such shares shall not be deemed to have been
delivered for purposes of determining the maximum number of shares of Stock
available for delivery under the Plan.
(d) If the exercise price of any stock option granted under the Plan or
any Prior Plan is satisfied by tendering shares of Stock to the Company (by
either actual delivery or by attestation), only the number of shares of
Stock issued net of the shares of Stock tendered shall be deemed delivered
for purposes of determining the maximum number of shares of Stock available
for delivery under the Plan.
(e) Subject to paragraph 4.2(f), the following additional maximums are
imposed under the Plan:
(i) The maximum number of shares of Stock that may be issued by
Options intended to be ISOs shall be the maximum number of shares
authorized under paragraph 4.2(b) of the Plan.
(ii) The maximum number of shares that may be covered by Awards
granted to any one individual pursuant to Section 2 (relating to
Options and SARs) shall be 200,000 shares during any one fiscal year
period. If an Option is in tandem with an SAR, such that the exercise
of the Option or SAR with respect to a share of Stock cancels the
tandem SAR or Option right, respectively, with respect to such share,
the tandem Option and SAR rights with respect to each share of Stock
shall be counted as covering but one share of Stock for purposes of
applying the limitations of this paragraph (ii).
(iii) The maximum number of shares of Stock that may be issued in
conjunction with Awards granted pursuant to Section 3 (relating to
Other Stock Awards) shall be the maximum number of shares authorized
under paragraph 4.2(b) of the Plan.
A-3
<PAGE>
(iv) For Stock Unit Awards, Restricted Stock Awards, Restricted Stock
Unit Awards and Performance Share Awards that are intended to be
"performance-based compensation" (as that term is used for purposes of
Code section 162(m)), no more than 200,000 shares of Stock may be
subject to such Awards granted to any one individual during any one
fiscal year period. If, after shares have been earned, the delivery is
deferred, any additional shares attributable to dividends during the
deferral period shall be disregarded.
(v) For Performance Unit Awards that are intended to be "performance-
based compensation" (as that term is used for purposes of Code section
162(m)), no more than $500,000 may be subject to such Awards granted to
any one individual during any one fiscal year period. If, after amounts
have been earned with respect to Performance Unit Awards, the delivery
of such amounts is deferred, any additional amounts attributable to
earnings during the deferral period shall be disregarded.
(f) In the event of a corporate transaction involving the Company
(including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), the
Committee may adjust Awards to preserve the benefits or potential benefits
of the Awards. Action by the Committee may include: (i) adjustment of the
number and kind of shares which may be delivered under the Plan; (ii)
adjustment of the number and kind of shares subject to outstanding Awards;
(iii) adjustment of the Exercise Price of outstanding Options and SARs; and
(iv) any other adjustments that the Committee determines to be equitable.
4.3. General Restrictions. Delivery of shares of Stock or other amounts
under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company or any
Subsidiary shall have no liability to deliver any shares of Stock under the
Plan or make any other distribution of benefits under the Plan unless such
delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act of 1933), and
the applicable requirements of any securities exchange or similar entity.
(b) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of shares of Stock, the issuance may
be effected on a non-certificated basis, to the extent not prohibited by
applicable law or the applicable rules of any stock market.
4.4. Tax Withholding. All distributions under the Plan are subject to
withholding of all applicable taxes, and the Committee may condition the
delivery of any shares or other benefits under the Plan on satisfaction of the
applicable withholding obligations. The Committee, in its discretion, and
subject to such requirements as the Committee may impose prior to the
occurrence of such withholding, may permit such withholding obligations to be
satisfied through cash payment by the Participant, through the surrender of
shares of Stock acceptable to the Committee which the Participant already
owns, or through the surrender of shares of Stock to which the Participant is
otherwise entitled under the Plan.
4.5. Grant and Use of Awards. In the discretion of the Committee, a
Participant may be granted any Award permitted under the provisions of the
Plan, and more than one Award may be granted to a Participant. Awards may be
granted as alternatives to or replacement of awards granted or outstanding
under the Plan, or any other plan or arrangement of the Company or a
Subsidiary (including a plan or arrangement of a business or entity, all or a
portion of which is acquired by the Company or a Subsidiary). Subject to the
overall limitation on the number of shares of Stock that may be delivered
under the Plan, the Committee may use available shares of Stock as the form of
payment for compensation, grants or rights earned or due under any other
compensation plans or arrangements of the Company or a Subsidiary, including
the plans and arrangements of the Company or a Subsidiary assumed in business
combinations.
A-4
<PAGE>
4.6. Dividends and Dividend Equivalents. An Award (including without
limitation an Option or SAR Award) may provide the Participant with the right
to receive dividend payments or dividend equivalent payments with respect to
Stock subject to the Award (both before and after the Stock subject to the
Award is earned, vested, or acquired), which payments may be either made
currently or credited to an account for the Participant, and may be settled in
cash or Stock, as determined by the Committee. Any such settlements, and any
such crediting of dividends or dividend equivalents or reinvestment in shares
of Stock, may be subject to such conditions, restrictions and contingencies as
the Committee shall establish, including the reinvestment of such credited
amounts in Stock equivalents.
4.7. Settlement of Awards. The obligation to make payments and distributions
with respect to Awards may be satisfied through cash payments, the delivery of
shares of Stock, the granting of replacement Awards, or combination thereof as
the Committee shall determine. Satisfaction of any such obligations under an
Award, which is sometimes referred to as "settlement" of the Award, may be
subject to such conditions, restrictions and contingencies as the Committee
shall determine. The Committee may permit or require the deferral of any Award
payment, subject to such rules and procedures as it may establish, which may
include provisions for the payment or crediting of interest or dividend
equivalents, and may include converting such credits into deferred Stock
equivalents. Each Subsidiary shall be liable for payment of cash due under the
Plan with respect to any Participant to the extent that such benefits are
attributable to the services rendered for that Subsidiary by the Participant.
Any disputes relating to liability of a Subsidiary for cash payments shall be
resolved by the Committee.
4.8. Transferability. Except as otherwise provided by the Committee, Awards
under the Plan are not transferable except as designated by the Participant by
will or by the laws of descent and distribution.
4.9. Form and Time of Elections. Unless otherwise specified herein, each
election required or permitted to be made by any Participant or other person
entitled to benefits under the Plan, and any permitted modification, or
revocation thereof, shall be in writing filed with the Committee at such
times, in such form, and subject to such restrictions and limitations, not
inconsistent with the terms of the Plan, as the Committee shall require.
4.10. Agreement With Company. An Award under the Plan shall be subject to
such terms and conditions, not inconsistent with the Plan, as the Committee
shall, in its sole discretion, prescribe. The terms and conditions of any
Award to any Participant shall be reflected in such form of written document
as is determined by the Committee. A copy of such document shall be provided
to the Participant, and the Committee may, but need not require that the
Participant sign a copy of such document. Such document is referred to in the
Plan as an "Award Agreement" regardless of whether any Participant signature
is required.
4.11. Action by Company or Subsidiary. Any action required or permitted to
be taken by the Company or any Subsidiary shall be by resolution of its board
of directors, or by action of one or more members of the board (including a
committee of the board) who are duly authorized to act for the board, or
(except to the extent prohibited by applicable law or applicable rules of any
stock exchange) by a duly authorized officer of such company.
4.12. Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and
the plural shall include the singular.
4.13. Limitation of Implied Rights.
(a) Neither a Participant nor any other person shall, by reason of
participation in the Plan, acquire any right in or title to any assets,
funds or property of the Company or any Subsidiary whatsoever, including,
without limitation, any specific funds, assets, or other property which the
Company or any Subsidiary, in its sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a
contractual right to the Stock or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary, and nothing
contained in the Plan shall constitute a guarantee that the assets of the
Company or any Subsidiary shall be sufficient to pay any benefits to any
person.
A-5
<PAGE>
(b) The Plan does not constitute a contract of employment, and selection
as a Participant will not give any participating employee the right to be
retained in the employ of the Company or any Subsidiary, nor any right or
claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan. Except as otherwise
provided in the Plan, no Award under the Plan shall confer upon the holder
thereof any rights as a stockholder of the Company prior to the date on
which the individual fulfills all conditions for receipt of such rights.
4.14. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.
4.15. Reload Options.
(a) Whenever a Participant holding any Option outstanding pursuant to
this Plan (including Reload Options previously granted pursuant to this
Section 4.15) exercises the Option and makes payment of the Exercise Price
pursuant to Section 2.4 hereof, in whole or in part, by tendering Stock
previously held by the Participant, then the Company shall grant to the
Participant a Reload Option for the number of shares of Common Stock that
is equal to the number of shares tendered by the Participant or payment of
the Exercise Price of the Option being exercised.
(b) The Reload Option Exercise Price per share shall be equal to the Fair
Market Value per share of Stock, determined as of the date of receipt by
the Company of the notice by the Participant to exercise the Option.
(c) The exercise period of the Reload Option shall expire, and the Reload
Option shall no longer be exercisable, on the later to occur of (i) the
expiration date of the originally surrendered Option or (ii) one year from
the date of grant of the Reload Option.
(d) Any Reload Option granted pursuant to this subsection 4.15 shall vest
immediately upon grant pursuant to subsection (a) above.
(e) All other terms of the Reload Options granted hereunder shall be
identical to the terms and conditions of the original Option, the exercise
of which gives rise to the grant of the Reload Option.
SECTION 5
CHANGE IN CONTROL
Subject to the provisions of paragraph 4.2(f) (relating to the adjustment of
shares), and except as otherwise provided in the Plan or the Award Agreement
reflecting the applicable Award, upon the occurrence of a Change in Control:
(a) All outstanding Options (regardless of whether in tandem with SARs)
shall become fully exercisable.
(b) All outstanding SARs (regardless of whether in tandem with Options)
shall become fully exercisable.
(c) All Stock Units, Restricted Stock, Restricted Stock Units, and
Performance Shares shall become fully vested.
SECTION 6
COMMITTEE
6.1. Administration. The authority to control and manage the operation and
administration of the Plan shall be vested in the Compensation Committee of
the Board (the "Committee") in accordance with this Section 6.
A-6
<PAGE>
6.2. Powers of Committee. The Committee's administration of the Plan shall
be subject to the following:
(a) Subject to the provisions of the Plan, the Committee will have the
authority and discretion to select from among the Participants those
persons who shall receive Awards, to determine the time or times of
receipt, to determine the types of Awards and the number of shares covered
by the Awards, to establish the terms, conditions, performance criteria,
restrictions, and other provisions of such Awards, and (subject to the
restrictions imposed by Section 7) to cancel or suspend Awards.
(b) To the extent that the Committee determines that the restrictions
imposed by the Plan preclude the achievement of the material purposes of
the Awards in jurisdictions outside the United States, the Committee will
have the authority and discretion to modify those restrictions as the
Committee determines to be necessary or appropriate to conform to
applicable requirements or practices of jurisdictions outside of the United
States.
(c) The Committee will have the authority and discretion to interpret the
Plan, to establish, amend, and rescind any rules and regulations relating
to the Plan, to determine the terms and provisions of any Award Agreement
made pursuant to the Plan, and to make all other determinations that may be
necessary or advisable for the administration of the Plan.
(d) Any interpretation of the Plan by the Committee and any decision made
by it under the Plan is final and binding on all persons.
(e) In controlling and managing the operation and administration of the
Plan, the Committee shall take action in a manner that conforms to the
certificate of incorporation and by-laws of the Company, and applicable
state corporate law.
6.3. Delegation by Committee. Except to the extent prohibited by applicable
law or the applicable rules of a stock market, the Committee may allocate all
or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any part of its responsibilities and powers to
any person or persons selected by it. Any such allocation or delegation may be
revoked by the Committee at any time.
6.4. Information to be Furnished to Committee. The Company and Subsidiaries
shall furnish the Committee with such data and information as it determines
may be required for it to discharge its duties. The records of the Company and
Subsidiaries as to an employee's or Participant's employment, termination of
employment, leave of absence, reemployment and compensation shall be
conclusive on all persons unless determined to be incorrect. Participants and
other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to
carry out the terms of the Plan.
SECTION 7
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan, provided that no
amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board; and further provided that adjustments
pursuant to paragraph 4.2(f) shall not be subject to the foregoing limitations
of this Section 7.
SECTION 8
DEFINED TERMS
In addition to the other definitions contained herein, the following
definitions shall apply:
(a) Award. The term "Award" shall mean any award or benefit granted under
the Plan, including, without limitation, the grant of Options, SARs, Stock
Unit Awards, Restricted Stock Awards, Restricted Stock Unit Awards,
Performance Unit Awards, and Performance Share Awards.
A-7
<PAGE>
(b) Board. The term "Board" shall mean the Board of Directors of the
Company.
(c) Change in Control. The term "Change in Control" shall mean the
acquisition of any person or group (as that term is defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules promulgated pursuant to the Exchange Act) in a single transaction or
a series of transactions of 35% or more in voting power of the outstanding
stock of the Company and a change in the composition of the Board so that,
within two years after the acquisition took place, a majority of the
members of the Board, or of any corporation with which the Company may be
consolidated or merged, are persons who were not directors or officers of
the Company or one of its Subsidiaries immediately prior to the
acquisition, or the first of a series of transactions which resulted in the
acquisition of 35% or more in voting power of the outstanding stock of the
Company.
(d) Code. The term "Code" shall mean the Internal Revenue Code of 1986,
as amended. A reference to any provision of the Code shall include
reference to any successor provision of the Code.
(e) Fair Market Value. The term "Fair Market Value" shall mean: (i) if
the Stock is traded in a market in which actual transactions are reported,
the mean of the high and low prices at which the Stock is reported to have
traded on the relevant date in all markets on which trading in the Stock is
reported or, if there is no reported sale of the Stock on the relevant
date, the mean of the highest reported bid price and lowest reported asked
price for the Stock on the relevant date; (ii) if the Stock is publicly
traded but only in markets in which there is no reporting of actual
transactions, the mean of the highest reported bid price and the lowest
reported asked price for the Stock on the relevant date; or (iii) if the
Stock is not publicly traded, the value of a share of Stock as determined
by the most recent valuation prepared by an independent expert at the
request of the Committee.
(f) Participant. The term "Participant" shall mean any person employed
within the meaning of Section 3401(c) of the Code and the regulations
promulgated thereunder by the Company or a Subsidiary; and any officer or
director of the Company or a Subsidiary even if he or she is not an
employee within the meaning of the first clause of this subsection.
(g) Reload Option. The term "Reload Option" shall mean an Option granted
to a Participant equal to the number of shares of already owned Stock
delivered by the Participant to pay for the exercise of the Option, as more
fully described by subsection 4.15.
(h) Stock. The term "Stock" shall mean common stock, par value $.01 per
share, of the Company.
(i) Subsidiary. The term "Subsidiary" shall mean any company during any
period in which it is a "subsidiary corporation" (as that term is defined
in Code section 424(f)) with respect to the Company.
A-8
<PAGE>
Exhibit B
ISLE OF CAPRI CASINOS, INC.
DEFERRED BONUS PLAN
(As Amended Through the First Amendment)
1. Purpose. Isle of Capri Casinos, Inc. (the "Company") may, in its
discretion, grant cash bonuses (a "Cash Bonus") to Eligible Employees as of a
date (the "Bonus Award Date") following the end of any fiscal year of the
Company as a means of attracting and retaining the services of experienced and
knowledgeable officers and employees. The Deferred Bonus Plan allows for the
Company to provide for the deferral of a portion of the Cash Bonus and to
allow Eligible Employees an election as to the payment of the deferred portion
of the Cash Bonus, subject to the terms and conditions of this Plan.
2. The Deferred Bonus. Subject to the terms and conditions set forth below,
with respect to each Cash Bonus the Company awards to an Eligible Employee
during the term of this Plan, twenty percent (20%) of the amount of such bonus
(the "Deferred Bonus") shall be deferred and shall be payable on the first to
occur of the following (the "Deferred Bonus Payment Date"): (i) the death or
Disability of the Eligible Employee, (ii) the fifth anniversary of the last
day of the Company's fiscal year immediately preceding the Bonus Award Date,
or (iii) an Extraordinary Transaction.
3. Forfeiture of Deferred Bonus. Notwithstanding any other provision of this
Plan, if the recipient of a Cash Bonus ceases for any reason to be an Eligible
Employee at any time prior to the Deferred Bonus Payment Date (including
termination of employment with the Company without cause), except as a result
of his or her death or Disability, he or she shall forfeit any and all rights
to the Deferred Bonus.
4. The Deferral Election. Within thirty (30) days after each Bonus Award
Date, an Eligible Employee who is awarded a Cash Bonus must submit a Deferral
Election, in the form provided by the Company, pursuant to which he or she may
make any one of the following elections with respect to the payment of the
Deferred Bonus portion of such Cash Bonus (provided that, any Participant who
fails to make such an election shall, at the Company's election, either
forfeit the Deferred Bonus or be entitled to the Deferred Bonus as provided in
paragraph 4(a) below):
(a) To receive on the Deferred Bonus Payment Date, an amount equal to the
Deferred Bonus plus interest, compounded annually, on the principal amount
of the Deferred Bonus, at the Treasury Rate on the Bonus Award Date and as
adjusted as of each anniversary date of the Bonus Award Date.
(b) To receive on (or as promptly as practicable after) the Deferred
Bonus Payment Date, a number of shares of Stock (the "Bonus Shares")
calculated by multiplying the amount of the Deferred Bonus by 1.25 and
dividing the product by the Fair Market Value per share of the Stock as of
the last day of the Company's fiscal year immediately preceding the Bonus
Award Date; provided, however, in the event that prior to any Deferred
Bonus Payment Date, the stockholders of the Company shall not have approved
the Plan pursuant to any requirement of the Nasdaq National Market or the
Securities and Exchange Commission or pursuant to any other applicable law
or regulations, then, notwithstanding anything to the contrary in this
Plan, any person who has made an election under this clause (b) shall
receive an amount of cash equal to the Fair Market Value of the Bonus
Shares as of the Deferred Bonus Payment Date and the Company shall be under
no obligation to issue any shares of Stock under the Plan.
5. Issuance of Shares. With respect to any Bonus Shares deliverable under
paragraph 4(b) above: (i) if the number of shares that would otherwise be
delivered is not a whole number, then the number of shares to be delivered
shall be reduced to the next lowest whole number; (ii) unless and until Bonus
Shares are issued on (or as promptly as practicable after) the Deferred Bonus
Payment Date, pursuant to paragraph 4(b) above, the Participant shall have no
rights of a stockholder, including but not limited to the right to vote such
shares or to receive any dividends paid with respect to such shares; (iii) the
Company will use reasonable efforts, but will
B-1
<PAGE>
not be obligated, to cause the Bonus Shares to be registered under the
Securities Act of 1933 on a form of registration statement the Company deems
appropriate in its discretion; and (iv) the Bonus Shares that may be issued
pursuant to paragraph 4(b) above shall be currently authorized but unissued
shares or, subject to compliance with any trust indenture or other agreement
to which the Company is a party or by which it may be bound, shares purchased
in the open market by the Company.
6. Effective Date. The Plan shall be effective as of the Effective Date and
shall remain in effect as long as any Deferred Bonus Payments have not been
distributed, subject to any earlier termination of the Plan pursuant to
paragraph 14 hereof. The first Bonus Award Date under the Plan shall be June
16, 1998 and the corresponding Deferred Bonus Payment Date shall be April 26,
2003.
7. Adjustments to Shares.
(a) If the Company shall effect any subdivision or consolidation of
shares of Stock or other capital readjustment, payment of stock dividend,
stock split, combination of shares or recapitalization or other increase or
reduction of the number of shares of Stock outstanding without receiving
compensation therefor in money, services or property, then the calculation
of the Fair Market Value of the Stock and the number of Bonus Shares for
purposes of paragraph 4(b) above shall be appropriately adjusted.
(b) If the Company is reorganized, merged or consolidated or is party to
a plan of exchange with another corporation, pursuant to which
reorganization, merger, consolidation or plan of exchange the stockholders
of the Company receive any shares of stock or other securities, cash or
property, or the Company shall distribute securities of another corporation
to its stockholders, there shall be substituted for the Bonus Shares
subject to paragraph 4(b) above an appropriate number of shares of each
class of stock or amount of other securities, cash or property which were
distributed to the stockholders of the Company in respect of such shares;
provided that, upon the occurrence of a reorganization of the Company or
any other event described in this paragraph 7(b), any successor to the
Company shall be substituted for the Company.
(c) The existence of this Plan and the distributions hereunder shall not
affect in any way the right or power of the Company or its stockholders to
make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, any merger or consolidation of the Company, any issuance of
bonds, debentures, preferred or prior preference stocks ahead of or
affecting the Company's Stock or the rights thereof, the dissolution or
liquidation of the Company, any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
(d) Except as expressly provided by the terms of this Plan, the issuance
by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, for cash or property or for labor or
services either upon direct sale, upon the exercise of rights or warrants
to subscribe therefor or upon conversion of shares or obligations of the
Company convertible into such shares or other securities shall not affect,
and no adjustment by reason thereof shall be made with respect to, the
payment of Deferred Bonuses under this Plan.
8. Limit on Distribution. Payments of Deferred Bonuses under the Plan shall
be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company shall
have no liability to make any distribution under the Plan (including the
issuance of any shares of Stock) unless such distribution would comply with
all applicable laws and the applicable requirements of any securities
exchange or similar entity.
(b) The Company shall add such conditions and limitations to any shares
of Stock to be issued to any Participant who is subject to Section 16(a)
and 16(b) of the Securities Exchange Act of 1934 as is necessary to comply
with Section 16(a) or 16(b) and the rules and regulations thereunder or to
obtain any exemption therefrom.
(c) To the extent that the Plan provides for the issuance of certificates
to reflect the transfer of shares of Stock, the transfer of such shares may
be effected on a non-certificated basis, to the extent not prohibited by
applicable local law, the applicable rules of the Nasdaq National Market,
or any other applicable rules.
B-2
<PAGE>
9. Taxes. All payments and issuances of Stock under the Plan are subject to
all applicable taxes, which are the responsibility of the Participant, and the
Company is authorized to withhold any taxes as may be required by applicable
law.
10. Transferability. The rights to a Deferred Bonus under the Plan are not
assignable or transferable, voluntarily or by operation of law, except as
expressly provided herein upon the death of an Eligible Employee.
11. Form and Time of Elections. Any election required or permitted under the
Plan shall be in writing, and shall be deemed to be filed when delivered to
the Secretary of the Company. Any deferral election made under this Plan shall
be irrevocable after it is filed.
12. Action by Company. Any action required or permitted to be taken by the
Company shall be by resolution of the Board of Directors of the Company, or by
action of one or more members of the Board (including a committee of the
Board) who are duly authorized to act for the Board, by a duly authorized
officer of the Board, or by a duly authorized officer of the Company (except
to the extent prohibited by the provisions of Rule 16b-3, applicable local
law, the applicable rules of any stock market, or any other applicable rules).
13. Gender and Number. Where the context admits, words in any gender shall
include any other gender, words in the singular shall include the plural and
in the plural shall include the singular.
14. Amendment and Termination. The Board of Directors of the Company may, at
any time, amend or terminate the Plan, provided that, subject to paragraph 7
above (relating to certain adjustments to shares), without the consent of
affected Participants, no amendments or termination may adversely affect the
rights of any Participant to any Deferred Bonus under the Plan granted prior
to the date such amendment is adopted by the Board.
15. Defined Terms. For purposes of the Plan, the terms listed below shall be
defined as follows:
(a) Disability. The term "Disability" shall mean the absence from
employment with the Company, by reason of illness or incapacity, for a
period of 120 days, whether or not consecutive, during any 360-day period.
(b) Effective Date. The "Effective Date" shall mean April 26, 1998.
(c) Eligible Employee. The term "Eligible Employee" shall mean each
officer of the Company or any Related Company, and any other employee of
the Company or a Related Company that the Compensation Committee of the
Board of Directors of the Company designates as a key employee.
(d) Extraordinary Transaction. The term "Extraordinary Transaction" shall
mean any of the following transactions: (i) the merger, consolidation or
reorganization of the Company with or into another entity pursuant to which
the Company is not the surviving entity; (ii) the sale of all or
substantially all the assets of the Company; (iii) the liquidation or
dissolution of the Company; or (iv) a change in control of the Company
(with the term "control" as defined in Rule 405 under the Securities Act of
1933).
(e) Fair Market Value. The term "Fair Market Value" of a share of Stock
of the Company as of any date shall mean the last sale price for such Stock
as reported on the consolidated transaction reporting system of the
National Association of Securities Dealers on that date or, if Stock is not
traded on that date, on the next preceding date on which Stock was traded.
(f) Participant. The term "Participant" shall mean any person who is
entitled to a Deferred Bonus under the Plan.
(g) Related Company. The term "Related Company" shall mean any Company
during any period in which it is a "subsidiary corporation" (as that term
is defined in Code section 424(f)) with respect to the Company.
(h) SEC. The term "SEC" shall mean the Securities and Exchange
Commission.
(i) Stock. The term "Stock" shall mean shares of common stock of the
Company.
(j) Treasury Rate. The term "Treasury Rate" shall mean the market yield
of the five-year Treasury Bond issue which has the closest maturity date
(month and year) to the Deferred Bonus Payment Date, as quoted in The Wall
Street Journal.
B-3
<PAGE>
<TABLE>
<CAPTION>
[X] Please mark your
votes as in this
example.
---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
WITHHOLD Nominees: Bernard Goldstein, John M. Gallaway,
AUTHORITY Allan B. Solomon, Robert S. Goldstein
to vote for All Nominees Alan J. Glazer, Emanuel Crystal,
Proposal 1: FOR listed at right W. Randolph Baker
Election of [_] [_]
Directors
FOR All Nominees listed at right (except as marked to the
contrary below)
______________________________________________________
FOR AGAINST ABSTAIN
Proposal 2: Approve our 2000 [_] [_] [_]
Long-Term Stock
Incentive Plan
Proposal 3: Approve our [_] [_] [_]
Deferred Bonus
Plan
Proposal 4: Ratify selection of [_] [_] [_]
Ernst & Young LLP as
Independent
Auditors
Please sign exactly as your name appears on this Proxy.
If shares are registered in more than one name, the signatures
of all such holders are required. A corporation should sign in
its full corporate name by a duly authorized officer, stating
such officer's title and official capacity. A partnership should
sign in the partnership name by an authorized person, stating
such person's title and relationship to the partnership.
Signature _______________________________ DATED ____________, 2000 Signature _______________________________ DATED ___________, 2000
Signature (if held jointly)
NOTE: Please complete, date, sign and return this proxy promptly, using the enclosed envelope.
</TABLE>
================================================================================
PROXY PROXY
ISLE OF CAPRI CASINOS, INC.
Solicited by the Board of Directors for the Annual Meeting
to be held on September 15, 2000
The undersigned hereby appoints Bernard Goldstein, John M. Gallaway and
Allan B. Solomon, and each of them, the proxy or proxies of the undersigned with
full power of substitution to vote all shares of the common stock of Isle of
Capri Casinos, Inc., a Delaware corporation (the "Company"), that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on September 15, 2000, or adjournments or postponements
thereof, with all powers the undersigned would possess if personally present, on
the following as specified and, in their discretion, on such other matters as
may properly come before the meeting. Receipt of the Notice of the Annual
Meeting of Stockholders is hereby acknowledged.
This proxy, when properly executed, will be voted in the manner directed by
you. If you do not give any direction, this proxy will be voted "for" Proposals
1, 2, 3 and 4 and will be voted in the discretion of the proxies upon such other
matters as may properly come before the Annual Meeting.
