SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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 Pursuant to ss.240.14a-11(c) or ss.240.14a-12
LATIN AMERICAN CASINOS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
LATIN AMERICAN CASINOS, INC.
NOTICE OF 1998
ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
================================================================================
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, DATE, SIGN, AND RETURN YOUR PROXY IN THE
ENCLOSED ENVELOPE.
================================================================================
<PAGE>
LATIN AMERICAN CASINOS, INC.
May 29, 1998
Dear Stockholder:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend the Annual Meeting of Stockholders of Latin American Casinos, Inc. on
June 29, 1998, in Miami, Florida. Information about the meeting is presented on
the following pages.
In addition to the formal items of business to be brought before the
meeting, members of management will report on the Company's operations and
answer stockholder questions.
Your vote is very important. Please ensure that your shares will be
represented at the meeting by completing, signing, and returning your proxy card
in the envelope provided, even if you plan to attend the meeting. Sending us
your proxy will not prevent you from voting in person at the meeting should you
wish to do so.
Sincerely,
/s/ Lloyd Lyons
-----------------------------
Lloyd Lyons
Chairman of the Board and
Chief Executive Officer
<PAGE>
LATIN AMERICAN CASINOS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 29, 1998
The annual meeting of the stockholders of Latin American Casinos, Inc. (the
"Company") will be held at the Conference Center of R.I.U. Pan American Ocean
Resort, 17875 Collins Avenue, Miami Beach, Florida 33160, on June 29, 1998, at
10:00 A.M. local time, for the following purposes:
1. To elect the Directors of the Company to serve for the ensuing year;
2. To approve the engagement of Shubitz, Rosenbloom & Co., P.A. as the
Company's independent accountants for the year 1998; and
3. To transact such other and further business as may properly come
before the meeting.
The Board of Directors has fixed the close of business on May 22, 1998, as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting. A list of such stockholders will be available during
regular business hours at the Company's office, 3941 N.E. 163rd Street, North
Miami Beach, FL 33160 after May 29, 1998, for inspection by any stockholder for
any purpose germane to the meeting.
By Order of The Board of Directors,
/s/ Geraldine Lyons
-------------------
Geraldine Lyons
Secretary
<PAGE>
LATIN AMERICAN CASINOS, INC.
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Latin American Casinos, Inc. (the
"Company") for use at the annual meeting of stockholders of the Company to be
held at the time and place and for the purposes set forth in the foregoing
Notice of Annual Meeting of Stockholders. The address of the Company's principal
executive office is 3941 N.E. 163rd Street, North Miami Beach, FL 33160. This
Proxy Statement and the form of proxy are being mailed to stockholders on or
about May 29, 1998.
REVOCABILITY OF PROXY AND VOTING OF PROXY
A proxy given by a stockholder may be revoked at any time before it is
exercised by giving another proxy bearing a later date, by notifying the
Secretary of the Company in writing of such revocation at any time before the
proxy is exercised, or by attending the meeting in person and casting a ballot.
Any proxy returned to the Company will be voted in accordance with the
instructions indicated thereon. If no instructions are indicated on the proxy,
the proxy will be voted for the election of the nominees for Directors named
herein and in favor of Item 2 in the Notice of Annual Meeting. The Company knows
of no reason why any of the nominees named herein would be unable to serve. In
the event, however, that any nominee named should, prior to the election, become
unable to serve as a Director, the proxy will be voted in accordance with the
best judgment of the Proxy Committee named therein. The Board of Directors knows
of no matters, other than as described herein, that are to be presented at the
meeting, but if matters other than those herein mentioned properly come before
the meeting, the proxy will be voted by that Committee in a manner that the
members of the Committee (in their judgment) consider to be in the best
interests of the Company.
RECORD DATE AND VOTING RIGHTS
Only stockholders of record at the close of business on May 22, 1998, are
entitled to vote at the meeting. On such record date the Company had outstanding
and entitled to vote 3,300,000 shares of Common Stock. Each stockholder entitled
to vote shall have one vote for each share of Common Stock registered in such
stockholder's name on the books of the Company as of the record date.
<PAGE>
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
Five directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting. Unless otherwise specified, the enclosed proxy
will be voted in favor of the persons named below to serve until the next annual
meeting of stockholders of the Company and until their successors have been
elected and qualified. In the event that any of these nominees shall be unable
to serve as a director, the shares represented by the proxy will be voted for
the person, if any, who is designated by the Board of Directors to replace the
nominee. All nominees have consented to be named and have indicated their intent
to serve if elected. The Board of Directors has no reason to believe that any of
the nominees will be unable to serve or that any vacancy on the Board of
Directors will occur.
The names of the nominees and certain other information about them is set
forth below:
Director
Name Age Since
- ---- --- --------
Lloyd Lyons 57 1989
Donald D. Schiffour 66 1992
Jose A. Caballero 41 1994
Angel Garcia 38 1995
Ronald Zaid 61 1997
LLOYD LYONS is Chairman of the Board and Chief Executive Officer and is the
founder of the Company. Prior to founding the Company, Mr. Lyons was General
Manager and auctioneer of Miami Recovery Corp., a Miami-based used car auction
company, from 1987 to 1989. From 1984 to 1987, Mr. Lyons was President and sole
stockholder of National Lien and Recovery Corp. of Florida, a firm which
specialized in recovering movable assets subject to mortgages and liens. Mr.
Lyons is a licensed auctioneer and has over 30 years experience in the used car
business.
DONALD D. SCHIFFOUR is Vice President, Chief Financial Officer and a
Director of the Company. Mr. Schiffour joined the Company as Vice President of
International Operations in June 1992 and in 1994 he was appointed as the
Company's Chief Financial Officer. Prior to joining the Company, Mr. Schiffour
was the General Manager for Samson Automobile Leasing, Co., in Pittsburgh,
Pennsylvania.
JOSE A.CABALLERO has served on the Board of Directors since April, 1994.
Mr. Caballero is the Vice President of Exfi International Corporation, an
advertising and marketing agency that specializes in doing work for companies
that plan to expand their businesses into Latin America. Mr. Caballero has been
with Exfi International Corporation since 1987.
-2-
<PAGE>
ANGEL GARCIA joined the Company in January 1995 and serves as President of
LACI in Peru. Mr. Garcia was the Marketing Manager of Slot Operations for one of
the largest casinos in Lima, Peru before joining LACI. He was named to the Board
of Directors of the Company in April 1995.
RONALD ZAID joined the Board of Directors in March 1997. Mr. Zaid has been
a successful entrepreneur in many businesses including the leasing of security
equipment and the car business.
EXECUTIVE OFFICERS
The following table contains information as of May 1, 1998 regarding the
executive officers of the Company:
Name Age Office Held With The Company
- ---- --- ----------------------------
Lloyd Lyons 57 President and Chief Executive Officer
Donald D. Schiffour 66 Vice-President and Chief Financial Officer
Geraldine Lyons 58 Secretary
Angel Garcia 38 President, Subsidiary
MR. LYONS information can be found with the above information concerning
nominees for directors.
MR. SCHIFFOUR'S information can be found with the above information
concerning nominees for directors.
GERALDINE LYONS has served as the Secretary of the Company since its
inception. She is the wife of Lloyd Lyons, President and Chief Executive Officer
of the Company.
MR. GARCIA'S information can be found with the above information concerning
nominees for directors.
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<PAGE>
APPROVAL OF INDEPENDENT ACCOUNTANTS
(ITEM 2 ON THE PROXY CARD)
Action will be taken with respect to the approval of independent
accountants for the Company for the year 1998. The Board of Directors has,
subject to such approval, selected Shubitz Rosenbloom & Co., P.A. ("Shubitz,
Rosenbloom") of Miami, Florida to serve in this capacity. Shubitz, Rosenbloom
will serve as the Company's principal accountant to audit the Company's
financial statements.
Shubitz, Rosenbloom has represented to the Company that it has Spanish
speaking accountants who are competent to handle the Company's changing needs
and who have expertise in international tax and accounting issues.
Representatives of Shubitz, Rosenbloom are expected to be present at the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so, and are expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO APPROVE THE
ENGAGEMENT OF SHUBITZ, ROSENBLOOM AS THE COMPANY'S INDEPENDENT ACCOUNTANTS.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by the Company for
services rendered for the last three completed fiscal years to the Executive
Officers of the Company whose cash compensation exceeded $100,000 during that
year:
Summary Compensation Table
<TABLE>
<CAPTION>
====================================================================================================================
Annual Compensation Long Term Compensation
----------------------------------------------- ------------------------------------------------
Awards Payouts
----------------------------------------------- ----------------------- ------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- ------------------- ----------- ----------- ---------- ------------ ------------ ---------- ----------- ------------
Other All
Name and Annual Restricted Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary Bonus sation Awards SARs Payouts sation
$ $ $ $ (#) $ $
=================== =========== =========== ========== ============ ============ ========== =========== ============
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lloyd Lyons, 1997 317,000 - - - 350,000 - -
Chief Executive 1996 236,000 100,000 - - - - -
Officer 1995 236,000 - - - - - -
=================== =========== =========== ========== ============ ============ ========== =========== ============
</TABLE>
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<PAGE>
The following table sets forth certain information as of December 31, 1997
concerning the value of unexercised options held by the officer named in the
Summary Compensation Table above:
Fiscal Year-End Option Values
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Number of Shares Value of Unexercised
Underlying Unexercised In the Money Options
Options at December 31, 1997 at December 31, 1997(1)
====================================================================================================================
Name Exercisable Unexercisable Exercisable Unexercisable
- ------------------------------ ---------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Lloyd Lyons 650,000 - 0 -
- ------------------------------ ---------------- ---------------------- ---------------------- ----------------------
</TABLE>
(1) Represents the difference between the exercise price of the outstanding
options and the closing bid price of the Common Stock as quoted by NASDAQ
on December 31, 1997 of $2.50 per share.
The following table sets forth the options granted by the Company during
the year ended December 31, 1997 to the Chief Executive Officer of the Company.
Option/SAR Grants
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Number of
Securities Percent of Total
Underlying Options/SARs
Options/SARs Granted to Exercise or
granted Employees In Base Price
Name (#) Fiscal Year ($/Sh) Expiration Date
(a) (b) (c) (d) (e)
- ------------------------------------------- ------------------ ------------------ ---------------- -----------------
<S> <C> <C> <C> <C>
Lloyd Lyons, Chief Executive Officer 350,000 84.34% $2.50 3/6/07
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
EMPLOYMENT AGREEMENTS
The Chief Executive Officer of the Company had an employment agreement for
an annual salary of $200,000 subject to annual increases effective until
December 19, 1996. Under the terms of the Employment Agreement, if the Company
achieved a net profit before taxes of $1,000,000, the executive officer was
entitled to a $100,000 bonus. If the Company achieved a net profit before taxes
of $1,500,000, the executive officer was entitled to a $150,000 bonus.
In January 1997, the Company entered into a new five-year employment
agreement with the Chief Executive Officer which provides for an annual salary
commencing January 1997 of $275,000 and increasing $25,000 per annum commencing
January 1, 1998. The agreement provides for an adjustment in salary to reflect
increases, but not decreases, in the consumer price index. The agreement further
provides that in the event of either a merger, consolidation sale or conveyance
of
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<PAGE>
substantially all the assets of the Company which results in the discharge of
the Chief Executive Officer, he would be entitled to 200% of the balance of
payments remaining under the contract. Further, the agreement provides that an
annual bonus may be awarded to the CEO at the discretion of the Board of
Directors.
Other than the incentive bonus plan described above and the stock option
plans described below, as of December 31, 1997, the Company does not have any
contingent forms of remuneration, including any pension, retirement, stock
appreciation, cash or stock bonus, or other compensation plan.
1991 INCENTIVE STOCK PLAN AND 1994 STOCK OPTION PLAN
The Company adopted the Incentive Stock Plan (the "1991 Plan") in 1991. The
maximum number of shares available for issuance under the 1991 Plan is 450,000
shares. In June 1994 the Board of Directors adopted the 1994 Stock Option Plan
(the "1994 Plan"). The maximum number of shares available for issuance under the
1994 Plan is 1,000,000 shares. The Plans are designed to provide additional
incentives for Directors and officers and other key employees of the Company, to
promote the success of the business and to enhance the Company's ability to
attract and retain the services of qualified persons. The Plans are administered
by the Compensation Committee of the Board of Directors consisting of Messrs.
Lyons, Caballero and Zaid. The 1991 Plan and the 1994 Plan authorize the
Compensation Committee to grant key employees selected by it until September 30,
2001 and June 2004, respectively, incentive stock options and non-qualified
stock options. The exercise price of shares of Common Stock subject to options
qualifying as incentive stock options must be not less that the fair market
value of the Common Stock on the date of the grant. The exercise price of
incentive options granted under the Plans to any participant who owns stock
possessing more than 10% of the total combined voting power of all classes of
outstanding stock of the Company must be at least equal to 110% of the fair
market value on the date of grant. To date, 907,500 options have been issued
under the 1994 Plan, but none have been exercised.
The Board of Directors may amend the Plans at any time but may not, without
shareholder approval, adopt any amendment which would materially increase the
benefits accruing to participants or materially modify the eligibility
requirements. The Company also may not, without shareholder approval, adopt any
amendment which would increase the maximum number of shares which may be issued
under the Plans unless the increase results from a stock dividend, stock split
or other change in the capital stock of the Company.
The Company may adopt additional compensation programs at a later date
suitable for its executive personnel. The Company is unable to predict at this
time the format or manner of compensation to be included in any such program.
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<PAGE>
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding shares of the
Common Stock beneficially owned as of March 31, 1998, by (i) each person or a
group, known to the Company, who beneficially owns more than 5% of the Common
Stock, (ii) each of the Company's directors, and (iii) all officers and
directors as a group:
NUMBER OF
SHARES
BENEFICIALLY PERCENT OF
NAME OWNED(1) CLASS
- ---- -------- ------
Lloyd Lyons 1,734,612(2) 43.91%
c/o Latin American
Casinos, Inc.
3941 N.E. 163rd Street
North Miami Beach, FL 33160
Donald D. Schiffour 82,000(3) 2.43%
c/o Latin American
Casinos, Inc.
3941 N.E. 163rd Street
North Miami Beach, FL 33160
Geraldine Lyons 198,072(4) 5.87%
c/o Latin American
Casinos, Inc.
3941 N.E. 163rd Street
North Miami Beach, FL 33160
Angel Garcia 65,000(5) 1.93%
Mariscal Sucre 321 Miraflores
Lima, 18 Peru
Ronald Zaid 3,000 *
16 Birchwood Park Court
Jericho, NY 11753
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<PAGE>
Jose A. Caballero 0 0%
12900 SW 11th Avenue
Miami, FL 33176
All Officer and Directors 2,082,684 54.14%
as a group
- -----------------------------
(1) Based on a total of 3,300,000 shares of Common Stock issued and
outstanding.
(2) Includes options to purchase 650,000 shares of Common Stock of the Company
exercisable at $2.50 per share.
(3) Includes options to purchase 75,000 shares of Common Stock of the Company
exercisable at $2.50 per share.
(4) Includes options to purchase 75,000 shares of Common Stock of the Company
exercisable at $2.50 per share and 123,072 shares of Common Stock held in
trust for the grandchildren.
(5) Includes options to purchase 65,000 shares of Common Stock of the Company
exercisable at $2.50 per share.
* Less than 1%.
COMPLIANCE WITH SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Company's officers,
directors and persons who own more than 10% of a registered class of the
Company's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% shareholders are required by the regulation to furnish the
Company with copies of the Section 16(a) forms which they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, and written representations that no other
reports were required during the year ended December 31, 1997, all Section 16(a)
filing requirements applicable to the Company's officers, directors and greater
than ten percent (10%) beneficial owners were complied with.
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<PAGE>
CERTAIN TRANSACTIONS
During the year ended December 31, 1993, the Company loaned $150,000 to
Lloyd Lyons. In 1994, Mr. Lyons repaid $21,000 of this amount. Interest is being
accrued and paid at a rate of prime plus 1% per annum. As of December 31, 1997,
all interest accrued on the loan had been paid to the Company in a timely
manner.
ADDITIONAL INFORMATION CONCERNING THE BOARD
OF DIRECTORS OF THE COMPANY
Regular meetings of the Board of Directors of the Company are normally held
quarterly. During 1997, the Board of Directors held eight (8) meetings. A quorum
of Directors attended each meeting of the Board of Directors and of Committees
of the Board on which he served. In addition to regularly scheduled meetings, a
number of Directors were involved in several informal meetings with management,
offering valuable advice and suggestions on a broad range of corporate matters.
Each Director who is not an employee of the Company is paid a fee of $300
for each Board of Directors meeting attended or dispensed with. In addition,
each such director is paid a fee of $300.00 for attendance at a meeting of a
committee of the Board and for any other meeting of directors at which less than
a quorum of the Board is present.
AUDIT COMMITTEE
The functions of the Audit Committee are to recommend to the Board of
Directors the selection, retention or termination of the Company's independent
accountants; determine through consultation with management the appropriateness
of the scope of the various professional services provided by the independent
accountants, and consider the possible effect of the performance of such
services on the independence of the accountants; review the arrangements and the
proposed overall scope of the annual audit with management and the independent
accountants; discuss matters of concern to the Audit Committee with the
independent accountants and management relating to the annual financial
statements and results of the audit; obtain from management and the independent
accountants their separate opinions as to the adequacy of the Company's system
of internal accounting control; review with management and the independent
accountants the recommendations made by the accountants with respect to changes
in accounting procedures and internal accounting control; hold regularly
scheduled meetings, separately and jointly, with representatives of management
and independent accountants to make inquiries into and discuss their activities;
and review the overall activities of the Company's internal auditors. The audit
committee met two (2) times during 1997.
-9-
<PAGE>
Messrs. Schiffour, Zaid and Caballero served as members of the audit
committee during 1997. Mr. Edelson resigned from the Board of Directors of the
Company in February 1997. In March 1997, Mr. Ronald Zaid was appointed to the
Board of Directors of the Company and to serve on the audit committee during
1997.
ADDITIONAL INFORMATION CONCERNING
INDEPENDENT PUBLIC ACCOUNTS
The independent auditor for the Company, Weinberg, Pershes & Company, P.A.
("Weinberg") was dismissed on April 17, 1996. Weinberg's reports on the
financial statements for the past two years did not contain an adverse opinion
or disclaimer of opinion, and were not modified as to uncertainty, audit scope,
or accounting principles. At this time, management is not aware of any
disagreements with Weinberg on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to the Weinberg's satisfaction, would have caused Weinberg to make
reference to the subject matter of the disagreement in connection with its
report.
Weinberg was dismissed because management believes that its new auditors
possess better Spanish to English translation capabilities. The Company believes
that it is essential that the Company's auditors have Spanish-to-English
translation capabilities in order to conduct the audits and reviews of the
Company's financial statements efficiently and in a timely manner. Management
determined that it was in the Company's best interests to engage a new
independent auditor.
In 1996, the Company engaged Shubitz, Rosenbloom & Co., P.A. ("Shubitz,
Rosenbloom") of Miami, Florida as its principal accountant to audit the
Company's financial statements. Shubitz, Rosenbloom has Spanish speaking
accountants who are competent to handle the Company's changing needs and who
have expertise in international tax and accounting issues.
STOCKHOLDER PROPOSALS FOR 1999
Proposals of security holders intended to be presented at the Company's
1999 Annual Meeting of Stockholders must be received by the Company by not later
than January 20, 1999.
ANNUAL REPORTS
A copy of the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997 including the financial statements and the notes thereto are
being mailed to the shareholders of record along with this Proxy Statement. The
Annual Report on Form 10-KSB is not incorporated by reference in this Proxy
Statement and is not considered to be a part of the proxy material.
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<PAGE>
OTHER MATTERS
The cost of soliciting proxies will be borne by the Company and will
consist primarily of printing, postage and handling, including the expenses of
brokerage houses, custodians, nominees, and fiduciaries in forwarding documents
to beneficial owners. Solicitation also may be made by the Company's officers,
Directors, or employees, personally or by telephone.
By Order of the Board of Directors.
/s/ Geraldine Lyons
--------------------------
Geraldine Lyons
SECRETARY
Miami, Florida
May 29, 1998
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<PAGE>
LATIN AMERICAN CASINOS, INC.
3941 N.E. 163RD STREET
NORTH MIAMI BEACH, FLORIDA 33160
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lloyd Lyons and Donald D. Schiffour and
each of them, with full power of substitution, as proxies to vote as designated
on the reverse side, all the shares of common stock held by the undersigned at
the annual meeting of shareholders of Latin American Casinos, Inc. to held on
June 29, 1998, at 10:00 AM at the Conference Center, R.I.U. Pan American Ocean
Resort, 17875 Collins Avenue, Miami Beach, Florida 33160, or any adjournment
thereof, and with discretionary authority to vote on all other matters that may
properly come before the meeting.
(TO BE SIGNED ON REVERSE SIDE)
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<PAGE>
[ X ] Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
FOR WITHHELD Nominees: Lloyd Lyons FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C> <C>
1. ELECTION OF [ ] [ ] Donald D. Schiffour 2. APPROVAL OF [ ] [ ] [ ]
DIRECTORS Jose A. Caballero INDEPENDENT
Angel Garcia ACCOUNTANTS
Ronald Zaid
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION
IS INDICATED, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED
ABOVE FOR ELECTION OF DIRECTORS, FOR APPROVAL OF INDEPENDENT
ACCOUNTANTS AND IN THE DISCRETION OF THE PERSONS NAMED AS
PROXIES WITH RESPECT TO ANY OTHER BUSINESS THAT MAY PROPERLY
COME BEFORE THE MEETING.
IF Y0OU WISH TO VOTE IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS, YOU MAY JUST SIGN
AND DATE BELOW AND MAIL IN THE POSTAGE PAID ENVELOPE PROVIDED.
SPECIFIC CHOICES MAY BE MADE ABOVE.
SIGNATURE ______________________________ DATE _______ ____________________________________ DATE __________
SIGNATURE, IF HELD JOINTLY
NOTE: Please sign exactly as names appears hereon. Joint owners each should sign. When signing as attorney,
executor, administrator, trustee or guardian please give full title as such.
</TABLE>
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