SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1394 (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 Section 240.14a-11(c) or
Section 240.14a-12
PRESIDENT 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2).
/ / $500 for each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / 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:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to the Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it is 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 Form or Schedule and the date of its filing:
(1) Amount previously paid:
_________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
_________________________________________________________________
(4) Date Filed:
_________________________________________________________________
<PAGE>
PRESIDENT CASINOS, INC.
802 North First Street
St. Louis, Missouri 63102
_________________________
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 22, 1996
_________________________
The 1996 Annual Meeting of Stockholders of President Casinos, Inc. (the
"Company") will be held on August 22, 1996 at 10:00 a.m. prevailing local time
aboard The Admiral, which is moored along Lenore K. Sullivan Boulevard, St.
Louis, Missouri, for the following purposes:
1. To elect two Class I directors to hold office until the 1999 Annual
Meeting of Stockholders, or until their successors shall have been
duly elected and qualified; and
2. To transact such other business as may properly come before the
meeting or any adjournment(s) or postponement(s) thereof.
The close of business on July 2, 1996 has been fixed as the record date for
the meeting. Only stockholders of record at that date are entitled to notice
of and to vote at the meeting and any adjournment(s) or postponement(s)
thereof.
All stockholders are cordially invited to attend the meeting. The proxies
are solicited by the Board of Directors of the Company. Reference is made to
the attached proxy statement for further information with respect to the
business to be transacted at the meeting. The Board of Directors urges you to
date, sign and return promptly the enclosed proxy to give voting instructions
with respect to your shares of Common Stock. The return of the proxy will not
affect your right to vote in person if you do attend the meeting. A copy of
the Company's Annual Report is also enclosed.
DAVID DIETERICH
Secretary
July 19, 1996
<PAGE>
_________________________________________________________________
PRESIDENT CASINOS, INC.
802 North First Street
St. Louis, Missouri 63102
_________________________
PROXY STATEMENT
FOR
1996 ANNUAL MEETING OF STOCKHOLDERS
AUGUST 22, 1996
_________________________
The enclosed proxy is solicited by the Board of Directors of President
Casinos, Inc. (the "Company"), a Delaware corporation, for use at the 1996
Annual Meeting of Stockholders (the "Annual Meeting") to be held on August 22,
1996 at 10:00 a.m. prevailing local time aboard The Admiral which is moored
along Lenore K. Sullivan Boulevard in St. Louis, Missouri and any
adjournment(s) or postponement(s) thereof. This proxy statement, the
foregoing notice and the enclosed proxy are first being mailed to stockholders
on or about July 19, 1996.
The Board of Directors does not intend to bring any matter before the Annual
Meeting other than the matters specifically referred to in the notice of the
Annual Meeting, nor does the Board of Directors know of any matter which
anyone else proposes to present for action at the Annual Meeting. However, if
any other matter properly comes before the Annual Meeting, the persons named
in the accompanying proxy or their duly constituted substitutes acting at the
Annual Meeting will be deemed authorized to vote or otherwise act thereon in
accordance with their judgment on such matter.
If the enclosed proxy is properly executed and returned prior to voting at
the Annual Meeting, the shares represented thereby will be voted in the manner
indicated thereon at the Annual Meeting and any adjournment thereof. In the
absence of instructions, the shares represented at the Annual Meeting by the
enclosed proxy will be voted "FOR" the nominees of the Board of Directors in
the election of directors. Any proxy may be revoked at any time prior to its
exercise by notifying the Secretary in writing, by delivering a duly executed
proxy bearing a later date or by attending the Annual Meeting and voting in
person. Attendance alone at the Annual Meeting will not of itself revoke a
proxy.
<PAGE>
VOTING SECURITIES
At the close of business on July 2, 1996, the record date fixed for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting, there were 30,194,700 issued and outstanding shares of the Company's
Common Stock, par value $.01 per share (the "Common Stock"). There are no
other classes of voting securities outstanding.
On all matters voted upon at the Annual Meeting and any adjournment(s) or
postponement(s) thereof, each record holder of Common Stock as of the record
date will be entitled to one vote per share. In the election of directors,
stockholders will not have cumulative voting rights. The presence, in person
or by proxy, of stockholders entitled to cast at least a majority of the votes
that all stockholders are entitled to cast on each matter to be acted upon at
the Annual Meeting shall constitute a quorum for the purposes of consideration
and action on that matter. Each matter to be voted on shall be authorized
upon receiving the affirmative vote of a majority of the votes cast by all
stockholders entitled to vote thereon.
Shares subject to abstentions will be treated as shares that are present at
the Annual Meeting for purposes of determining the presence of a quorum, and
as voted for purposes of determining the base number of shares voting on a
particular proposal. If a broker or other nominee holder indicates on the
Proxy Card that it does not have discretionary authority to vote the shares it
holds of record on a proposal, those shares will not be considered as present
for purposes of determining a quorum or as voted for purposes of determining
the approval of the stockholders on a particular proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership
of the Company's Common Stock as of July 2, 1996 (i) by each person known to
the Company to own beneficially more than 5% of the outstanding shares of the
Company's Common Stock; and (ii) by each of the Company's directors and
executive officers listed in the Summary Compensation Table and by all of such
executive officers and directors as a group.
2
<PAGE>
<TABLE>
<CAPTION>
Name of Beneficial Owner No. of Shares (1) % of Class
------------------------ ------------------ ----------
<S> <C> <C>
John E. Connelly 9,602,426 (2) 31.8%
Karl G. Andren 106,800 (3) *
Floyd R. Ganassi 36,500 (4) *
John S. Aylsworth 220,000 (5) *
Royal J. Walker, Jr. 15,000 (6) *
Boris Weinstein 27,000 (7) *
James A. Zweifel 10,000 (8) *
Terrence L. Wirginis 62,350 (9) *
Edward S. Ellers 1,050,300 (10) 3.4%
All executive officers and
directors as a group
(8 persons (11)) 10,080,076 (12) 33.0%
</TABLE>
- - --------------------------------------------
* Less than 1%
(1) To the Company's knowledge, each of the persons named in the table has
sole voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them, unless otherwise noted in the
footnotes to this table.
(2) Includes shares owned of record by entities controlled by Mr. Connelly
(the "Connelly Companies"). Also includes 225,000 shares beneficially
owned by Mr. Connelly but subject to purchase options granted to certain
individuals. Does not include 1,134,948 shares owned by a charitable
remainder trust of which a Connelly Company is a beneficiary. Mr.
Connelly disclaims beneficial ownership of the shares held by the trust.
Mr. Connelly's address is 2180 Noblestown Road, Pittsburgh, Pennsylvania
15205.
(3) Consists of 75,000 shares owned by New York Cruise Lines, Inc. ("NYCL"),
of which Mr. Andren is Chairman and a principal stockholder; 30,000
shares issuable pursuant to stock options which are currently
exercisable; and 1,800 shares owned by Mr. Andren's minor children.
(4) Includes 30,000 shares issuable pursuant to stock options which are
currently exercisable.
(5) Includes 120,000 shares issuable pursuant to stock options which are
currently exercisable and 100,000 shares issuable pursuant to stock
options if certain target share prices are attained within 60 days after
July 2, 1996.
(6) Consists of 15,000 shares issuable pursuant to stock options which are
currently exercisable.
(7) Includes 12,000 shares issuable pursuant to stock options which are
currently exercisable.
(8) Includes 10,000 shares issuable pursuant to stock options which are
currently exercisable or within 60 days after July 2, 1996.
(9) Includes 60,000 shares issuable pursuant to stock options which are
currently exercisable.
3
<PAGE>
(10) Consists of 1,050,000 shares issuable pursuant to stock options which are
currently exercisable and 300 shares owned by a family trust over which
Mr. Ellers holds voting and investment powers. Mr. Ellers resigned as a
director and executive officer of the Company effective July 10, 1995.
Pursuant to an agreement executed in connection therewith, Mr. Ellers has
agreed to refrain from exercising such options prior to December 18,
1997, except under limited circumstances. See Compensation of Executive
Officers--Other Agreements.
(11) Does not include shares beneficially owned by Mr. Ellers as he is no
longer an executive officer of the Company.
(12) Includes 277,000 shares issuable pursuant stock options which are
currently exercisable or within 60 days after July 2, 1996 and 100,000
shares issuable pursuant to stock options if certain target prices are
attained within 60 days after July 2, 1996.
ELECTION OF DIRECTORS
The Company has a classified Board of Directors consisting of three classes.
At each Annual Meeting of Stockholders, directors are elected for a term of
three years to succeed those directors whose terms are expiring. The Board of
Directors has nominated Karl G. Andren and Royal P. Walker, Jr. to serve as
directors until their successors have been duly elected and qualified.
Messrs. Andren and Walker are currently serving as directors and have
indicated a willingness to continue serving as directors. Should either of
Messrs. Andren or Walker become unavailable to accept election as a director,
the persons named in the enclosed proxy will vote the shares they represent
for such other person or persons as the Board of Directors may recommend.
Unless contrary instructions are given in the proxy, the shares represented by
a properly executed proxy will be voted "FOR" the election of each Messrs.
Andren and Walker.
The directors of the Company, together with certain information about them,
are set forth below.
<TABLE>
<CAPTION>
Name Age Director Since Positions with the Company
---- --- -------------- --------------------------
<S> <C> <C> <C>
John E. Connelly 70 1992 Chairman of the Board,
President and Chief
Executive Officer
(Class III)
John S. Aylsworth 46 1995 Executive Vice President and
Chief Operating Officer
(Class III)
Terrence L. Wirginis 44 1993 Vice President-Marine and
Development (Class II)
Karl G. Andren 49 1993 Director (Class I)
Floyd R. Ganassi 69 1993 Director (Class II)
Royal P. Walker, Jr. 36 1996 Director (Class I)
</TABLE>
4
<PAGE>
Nominees for Term Expiring in 1996
KARL G. ANDREN has been Chairman of Circle-Line Sightseeing Yachts, Inc., a
subsidiary of NYCL, which operates the leading sightseeing cruise line in New
York City, since 1981. In addition, NYCL owns World Yacht, Inc., a fleet of
luxury dinner cruise, sightseeing and excursion boats in New York City. Mr.
Andren is a principal stockholder in NYCL. Mr. Andren is a member of the
Company's Audit and Compensation Committees.
ROYAL P. WALKER, JR. became a member of the President Casinos, Inc. Board of
Directors on June 4, 1996. Mr. Walker is an attorney from Jackson,
Mississippi and since June 1, 1992 has served on the staff of The Institute
for Disability Studies for the State of Mississippi University System. From
June 1991 through May 1992 he served as the first Executive Director of the
Mississippi Gaming Commission. Mr. Walker is a member of the Company's Audit
and Compensation Committees.
DIRECTORS CONTINUING IN OFFICE
Term Expiring in 1997
FLOYD R. GANASSI is a self-employed investor in Pittsburgh, Pennsylvania.
For approximately 20 years prior to his retirement in March 1988, he was the
President and owner of Davison Sand & Gravel Co., a sand, gravel and stone
supplier in New Kensington, Pennsylvania.
TERRENCE L. WIRGINIS provided consulting services to the Company with
respect to the Company's marine operations and the development and improvement
of the Company's facilities. Due to Mr. Wirginis' increased involvement with
the Company he became an employee of the Company and serves as Vice President,
Marine and Development, effective August 15, 1995. The Company has been
advised that Mr. Wirginis devotes an insubstantial amount of his time to the
Gateway Clipper Fleet, a company in which he has an ownership interest. Mr.
Wirginis is the grandson of Mr. Connelly.
Term Expiring in 1999
JOHN E. CONNELLY has served as Chairman and a director of the Company and
its predecessors since their inception. Mr. Connelly has also served as Chief
Executive Officer of the Company from its inception until March 1995 and as
President and Chief Executive Officer of the Company since July 1995.
Entities controlled by Mr. Connelly have owned and operated the Gateway
Clipper Fleet in Pittsburgh since 1958, the Station Square Sheraton Hotel in
Pittsburgh since 1981 and the Broadwater Beach Resort since 1992. In 1984,
Mr. Connelly founded World Yacht Enterprises, a fleet of dinner cruise,
sightseeing and excursion boats in New York City. In 1985, he started Gateway
Riverboat Cruises in St. Louis. Mr. Connelly is also the founder, owner and
Chief Executive Officer of J. Edward Connelly Associates, Inc., a marketing
firm based in Pittsburgh, Pennsylvania.
5
<PAGE>
JOHN S. AYLSWORTH has been Executive Vice President and Chief operating
Officer of the Company since March 1995 and a director of the Company since
July 1995, at which time Mr. Aylsworth filled the vacancy on the Board of
Directors created by the resignation of Edward S. Ellers. Prior to joining
the Company, Mr. Aylsworth served as an executive officer for Davis Companies,
located in Los Angeles, California. From January 1992 through October 1994,
Mr. Aylsworth was Chief Executive Officer of The Sports Club Company, a
company which operates premier health and fitness facilities in Los Angeles
and Irvine, California. From February 1989 through December 1991, Mr.
Aylsworth was Chief Financial Officer of SpectreVision Co., a supplier of in-
room entertainment and interactive information systems in the hotel industry
headquartered in Dallas, Texas.
Recommendation of Board of Directors
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
THE NOMINEES OF THE BOARD OF DIRECTORS IN THE ELECTION ON DIRECTORS. The
directors and officers of the Company intend to vote their shares in favor of
these nominees.
Meetings and Committees of the Board of Directors
During fiscal 1996, the Board of Directors held 18 telephonic and formal
meetings. During fiscal 1996, all Board of Directors members attended at
least seventy-five percent of the aggregate number of meetings of the full
Board of Directors and of each committee in which such director serves.
The Audit Committee, which is currently comprised of Messrs. Andren and
Walker, and whose tasks include reviewing the Company's audited financial
statements and making recommendations to the full Board of Directors
concerning the Company's audits and selection of independent public
accountants, met 2 times during fiscal year 1996. In addition, the Company
has established a Compensation Committee, also currently composed of Messrs.
Andren and Walker whose responsibilities include determining salaries, bonuses
and other compensation for the Company's executive officers and administering
the Company's stock option plan. The Company's Compensation Committee met
five times during fiscal year 1996.
Compensation of Directors
During fiscal 1996, directors who were not employees of the Company received
a retainer of $18,000 per annum and a fee of $4,000 for each Board meeting
attended. For fiscal 1997, directors who are employees of the Company do not
receive a retainer but will receive a fee of $6,000 for each Board meeting
attended. In addition, the Company's stock option plan provides that, upon a
non-employee director's election to the Board of Directors, such director is
entitled to receive a grant of non-qualified options to purchase 30,000 shares
of Common Stock at the fair market value of the Company's Common Stock on the
date of grant. These options are exercisable immediately with respect to one-
half of the shares and become exercisable with respect to the remainder of the
shares in two equal annual installments.
6
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Introduction
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for making all compensation decisions with respect to the
executive officers of the company. The Committee currently consists of Karl
G. Andren and Royal P. Walker, Jr., both were elected to the Committee in June
1996. In addition, Floyd R. Ganassi served on the Committee from April 1993
until June 1996, and William C. Nelson served on the Committee from April 1993
through March 13, 1996.
Compensation Policies
Underlying the Committee's decision with respect to executive officers'
compensation is the premise that it is fundamentally important that the
Company be able to attract, retain, motivate and benefit from the guidance and
experience of suitably talented and qualified individuals. The compensation
policy is based upon the principal that the financial rewards to the
executives should be aligned with the financial interests of the stockholders
of the Company. In this manner, the Committee believes that the Company will
meet its ultimate responsibility to its stockholders be striving to create a
suitable long-term return on their investment through earnings from operations
and prudent management of the Company's business and operations. As part of
the compensation policy, the Committee believes that its executives should be
encouraged to acquire equity interests in the Company, thereby providing
additional incentives, corresponding to the interests of stockholders, to
provide their maximum effort toward the success and profitability of the
Company's businesses and the achievement of increased stockholder value. The
Company's compensation packages for its executive officers consist of three
major components: base salary, annual bonus and stock options.
Each year, the Committee conducts a full review of the Company's executive
compensation program, as well as a review of each executive's performance
during the year. As part of such review, the Committee periodically reviews
publicly available information regarding the compensation levels and policies
in the context of other companies within the gaming industry, as well as with
a broader group of companies of comparable size and complexity. In addition,
the Committee uses its discretion to set executive compensation based upon
external and internal factors and the particular executive's circumstances.
Base Salary
Salary level for each of the Company's executives is principally based upon
the level and scope of the responsibilities of the office, the pay levels of
similarly positioned executive officers among companies competing for the
services of such executives and a consideration of the level of experience and
performance profile for the particular executive officer. Annual adjustments
to each executive officer's salary are also based on the foregoing factors.
Additionally, the Committee considers the prevailing economic conditions, the
relationship of any such adjustments to those provided to other employees
7
<PAGE>
within the Company, the performance of the executive's duties and
responsibilities and other performance-related criteria that may be relevant
with respect to such executive officer at the time.
The base salaries for each of Messrs. Connelly, Aylsworth and Wirginis and
James A. Zweifel, Vice President and Chief Financial Officer of the Company,
the base salary and minimum guaranteed bonus for Mr. Ellers and the base
salaries for Messrs. Selesner and Friedman, during fiscal 1996, were
determined pursuant to employment agreements with the Company. The employment
agreements between the Company and each of Mssrs. Ellers, Selesner and
Friedman have been terminated.
Annual Bonus
Bonuses are viewed as a reward for individual contributions to the Company's
performance, based not only on the Company's short-term results but also on
the contributions each executive officer has made to the potential for future
growth of the Company's profits. In addition, consideration is given to the
achievement of selected financial goals and progress in meeting other long-
term objectives, as well as the executive officers' leadership role in these
activities. In light of these considerations, for fiscal 1996, Mr. Aylsworth
and Mr. Weinstein received cash bonuses of $44,331 and $16,667, respectively.
Pursuant to the terms of his employment agreement with the Company, Mr. Ellers
received a pro-rated portion of his minimum guaranteed bonus of $50,491 for
fiscal 1996. No other bonuses were awarded to the Company's named executive
officers in fiscal 1996.
Stock Options
Pursuant to the Company's stock option plan, stock options and stock
appreciation rights may be granted to the Company's executive officers. The
Committee believes that long-term incentive compensation such as stock options
and stock appreciation rights are the most direct way of tying executive
compensation to increases in stockholder value. The Committee believes that
awards of stock options are an important complement to the cash elements of
the Company's executive officers' compensation described above as they align
the executive's interests with those of the Company's stockholders.
Stock options granted with an exercise price are generally equal to the
market price of the Company's Common Stock on the date of grant, and typically
are subject to vesting requirements based upon the executive's continued
employment with the Company. This approach is designed to create incentives
for the executive to seek to achieve consistent improvement in the Company's
performance and creation of stockholder value over the long term, and
additionally provides an incentive for the executive to remain in the service
of the Company.
The Committee from time to time has evaluated the level of long-term
incentives provided to each of the executive officers of the Company. When
considering whether to make grants of stock options, the Committee reviews
each officer's relative contributions to corporate performance, the practices
8
<PAGE>
of other comparable companies and takes into consideration the effect such
awards might have on Company performance and stockholder value. Executive
officers who join the Company are typically granted options to purchase shares
of the Company's Common Stock based upon a consideration of such executive's
level of duties. Mr. Aylsworth was granted options to purchase 400,000 shares
of the Company's Common Stock upon the commencement of his employment with the
Company in March 1995 as Chief Operating Officer. Additionally, Mr. Zweifel
received options to purchase 30,000 shares in connection with his employment
in November 1995 as the Chief Financial Officer of the Company.
Mr. Connelly's Compensation
Mr. Connelly has agreed to serve as Chairman of the Board of the Company
until December 15, 1999 at an annual salary of $200,000. Prior to December
18, 1992, Mr. Connelly did not receive any salary or bonus from the Company.
In determining the appropriate compensation level for Mr. Connelly, the
Committee sought to achieve the same corporate goals as discussed above and
considered the various factors that it reviewed for the Company's other
executive officers. The Committee believes that Mr. Connelly's cash
compensation is significantly below the cash compensation paid to chief
executive officers of the Company's competitors and peer companies. Mr.
Connelly has agreed to this lower level of compensation due to his significant
equity position in the Company.
This report is being submitted by the members of the Committee.
Karl G. Andren
Royal P. Walker, Jr.
June 28, 1996
COMPENSATION OF EXECUTIVE OFFICERS
The following tables set forth certain information with respect to
compensation paid by the Company during the three fiscal years ended February
29/28, 1996, 1995 and 1994, respectively, to each of the named executive
officers of the Company.
9
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION> Long-Term
Annual Compensation Compensation
-------------------- ------------
Securities All
Fiscal Underlying Other
Name and Principal Position Year Salary Bonus Options/SARs Compensation (1)
- - --------------------------- ------ ------ ----- ------------ ----------------
<S> <C> <C> <C> <C> <C>
John E. Connelly (2) 1996 $200,000 $ -- -- $ 2,660
Chairman of the Board 1995 200,000 -- -- 2,660
Chief Executive Officer 1994 200,000 -- -- 614
and President
John S. Aylsworth (3) 1996 $273,501 $ 44,331 400,000 $ 53,263 (4)
Chief Operating Officer 1995 -- -- -- --
1994 -- -- -- --
Boris Weinstein 1996 $150,000 $ 16,667 -- $ 2,217
Vice President-Sales & 1995 150,000 -- -- 2,128
Marketing 1994 150,000 10,000 -- 460
Terry Wirginis (5) 1996 $157,415 $ -- -- $ 1,097
Vice President-Marine 1995 120,000 -- -- --
and Development 1994 112,500 -- -- --
Edward S. Ellers (6) 1996 $124,614 $ 50,492 -- $ 368
Former Chief Executive Officer 1995 360,000 140,000 -- 3,582
1994 361,286 140,000 -- 553
Gary Selesner (7) 1996 $225,001 $ -- -- $ 2,690
Former Vice President 1995 150,000 -- -- 2,328
of Sales & Marketing 1994 151,286 25,000 -- 460
David Friedman (8) 1996 $197,692 $ -- -- $ 1,668
Former Senior Vice President 1995 119,199 -- 60,000 921
of Development & Legal Affairs 1994 -- -- -- --
</TABLE>
(1) Except as otherwise noted, represents contributions made to the Company's
401(k) plan for the account of the named executive.
(2) Mr. Connelly has agreed to serve as Chairman of the Board of the Company
until December 15, 1999 at an annual salary of $200,000. Mr. Connelly
also served as Chief Executive Officer of the Company from its inception
until March 1995 and from July 1995 through the present.
(3) Mr. Aylsworth became an employee of the Company in March 1995.
(4) Includes $50,000 in relocation expense reimbursement.
(5) During fiscal 1996, 1995 and 1994, Mr. Wirginis was engaged as a
consultant to the Company. Mr. Wirginis's responsibilities included
oversight and planning with respect to the renovation of "The Admiral"
and construction of new vessels. Mr Wirginis was paid approximately
$73,000, $120,000 and $112,500 as a consultant during fiscal 1996, 1995
and 1994, respectively. On August 15, 1995, Mr. Wirginis became an
employee of the Company.
10
<PAGE>
(6) Mr. Ellers ceased to be employed by the Company effective July 13, 1995.
Pursuant to the terms of his employment separation and consulting
agreement, Mr. Ellers will receive $30,000 per month through December 18,
1997.
(7) Mr. Selesner ceased to be employed by the Company effective August 1,
1995. Fiscal 1996 salary includes a severance payment of $173,078
pursuant to the terms of his separation agreement.
(8) Mr. Friedman joined the Company on May 9, 1994 and ceased to be employed
by the Company effective November 10, 1995. Fiscal 1996 salary includes
a severance payment of $80,000.
The following table contains information concerning the grant of stock
options during fiscal 1996 to the Company's executive officers named in the
Summary Compensation Table.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
----------------- Potential Realizable
Value at Assumed Annual
Number of Percent of Total Rates of Stock Price
Securities Options/SARs Exercise Appreciation for
Underlying Granted to or Base Option Term (1)
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year ($/Sh) Date 5%($) 10%($)
- - ---- ------------- ---------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
John E. Connelly -- -- -- -- -- --
John S Aylsworth 400,000 (2) 93.0% $ 6.00 March 2005 $1,132,010 $3,824,982
Boris Weinstein -- -- -- -- -- --
Terrence Wirginis -- -- -- -- -- --
Edward S. Ellers -- -- -- -- -- --
Gary Selesner -- -- -- -- -- --
David Friedman -- -- -- -- -- --
</TABLE>
(1) In accordance with the rules of the Securities and Exchange Commission,
"Potential Realizable Value" has been calculated assuming an aggregate ten
year appreciation of the fair market value of the Company's Common Stock on
the date of the grant, at annual compounded rates of 5% and 10%, respectively.
The market value of the Company's Common Stock on June 18, 1996 was $1.9375
per share.
(2) Options to purchase 60,000 were vested as of February 29, 1996 and
options to purchase an additional 60,000 shares of the Company's Common Stock
vested as of March 13, 1996. Options to purchase 60,000 shares of the
Company's Common Stock will vest on each of March 13, 1997, 1998 and 1999.
The remaining options for 100,000 shares of the Company's Common Stock will
become exercisable at such time as the price of the Company's Common Stock
exceeds a targeted stock price for ten consecutive trading days.
11
<PAGE>
The following table sets forth information regarding the number and value of
options held by each of the Company's executive officers named in the Summary
Compensation Table during fiscal 1996. None of the named executive officers
exercised any stock options during fiscal 1996.
<TABLE>
<CAPTION>
FISCAL YEAR END OPTION/SAR VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs in-the-Money Options/SARs
at Fiscal Year End (#) at Fiscal Year End ($) (1)
------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- - ---- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
John E. Connelly -- -- $ -- $ --
John S. Aylsworth 60,000 340,000 -- --
Boris Weinstein 12,000 3,000 -- --
Terrence Wirginis 30,000 -- -- --
Edward S. Ellers 1,050,000 -- -- --
Gary Selesner 108,000 -- -- --
David Friedman -- -- -- --
</TABLE>
(1) Based on the market price of the Company's Common Stock on February 29,
1996, as reported on the NASDAQ National Market System, or $1.969 per
share, minus the exercise price.
Employee Agreements
John E. Connelly
John E. Connelly, Chairman of the Board, has agreed to serve through
December 15, 1999 at an annual salary of $200,000. In connection with the
formation of the Company, Mr. Connelly and the Company entered into an
agreement whereby Mr. Connelly agreed that, other than through the Company,
neither he nor his affiliates will engage in any riverboat gaming activities
other than in the area within a 100-mile radius of Pittsburgh, Pennsylvania
(the "Pittsburgh Area"). The agreement grants to the Company an option to
purchase all of Mr. Connelly's and his affiliates' assets associated with
riverboats in any portion of the Pittsburgh Area, including all vessels,
leases and rights, at the fair market value thereof as determined by an
independent appraisal, in the event that riverboat or dockside gaming is
legalized in that locality.
John S. Aylsworth
Mr. Aylsworth entered into a five-year employment agreement with the Company
effective March 13, 1995 which provides for an annual salary of $275,000
during the first year of employment and an annual salary of $300,000 for the
remainder of the term of the agreement. Mr. Aylsworth will also be eligible
to receive an annual bonus to be determined by the Committee based on the
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<PAGE>
performance of the Company and Mr. Aylsworth's contribution to such
performance. Mr. Aylsworth also received options to purchase 400,000 shares
of the Company's Common Stock. Options with respect to 60,000 shares of
Common Stock were exercisable on the date of grant and options with respect to
an additional 60,000 shares of Common Stock became exercisable on March 13,
1996. Additional options to purchase 60,000 shares of Common Stock will
become exercisable on each of March 13, 1997, 1998 and 1999 provided Mr.
Aylsworth continues to be employed by the Company. The remaining options (the
"Performance Options") for 100,000 shares of Common Stock will become
exercisable at such time as the price of the Company's Common Stock exceeds a
targeted stock price.
Mr. Aylsworth's agreement provides that it may be terminated for cause in
the event (i) he willfully and materially neglects to perform his duties after
receiving notice of such neglect, (ii) any gaming commission with jurisdiction
over a facility owned or operated by the Company or over a venue into which
the Company intends to expand which requires Mr. Aylsworth's licensure refuses
to grant a license to him or suspends or revokes a license granted to him or
(iii) he commits certain illegal acts or is convicted of any felony. In the
event Mr. Aylsworth's employment is terminated by the Company without cause,
Mr. Aylsworth shall be entitled to cash payments over a 12-month period equal
to the lower of his base salary for the remaining term of the agreement (but
not less than one year's salary) or $600,000. In addition, all of Mr.
Aylsworth's previously non-vested options (other than the Performance Options)
will vest. In the event Mr. Aylsworth elects to terminate his employment
following a change of control (as defined), Mr. Aylsworth is entitled to
receive a lump sum payment equal to his base salary for the remaining term of
the agreement and all previously non-vested options (other than Performance
Options) will vest. All non-vested Performance Options vest upon a change of
control in certain circumstances. The agreement further provides that, for a
one-year period following termination of his employment, Mr. Aylsworth will
not engage directly or indirectly in any competitive gaming ventures located
within a 150-mile radius of any gaming facility owned or operated by the
Company; provided, however, that Mr. Aylsworth shall not be subject to this
covenant not to compete upon a change of control of the Company if Mr.
Aylsworth elects to forego the severance payments to which he would otherwise
be entitled.
James A. Zweifel
Mr. Zweifel entered into a three-year employment agreement with the Company
effective November 1, 1995, which provides for an annual base salary of
$150,000. Mr. Zweifel will be eligible to receive an annual bonus to be
determined by the Company's Compensation Committee based on performance. The
agreement provides that, upon a change of control (as defined), all previously
non-vested options granted to Mr. Zweifel vest and that the agreement may be
terminated for cause only in the event that (i) any jurisdiction in which the
Company conducts gaming operations which requires Mr. Zweifel licensure
refuses to grant a license to him or suspends or revokes a license granted to
him or (ii) Mr. Zweifel materially fails to perform or fulfill his covenants,
obligations and duties (as defined) after receiving notice of such failure or
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<PAGE>
(iii) certain defined conduct which is damaging or detrimental to the Company.
Upon the termination of Mr. Zweifel's employment by the Company without cause
or by Mr. Zweifel following a change of control, he will be entitled to
severance in an amount equal to one year's salary. Mr. Zweifel is prohibited
from being employed in a competitive riverboat or dockside gaming venture
located within a 100-mile radius of any gaming facility owned by the Company
for a one-year period following termination of Mr. Zweifel's employment,
unless Mr. Zweifel waives any post-employment compensation to which he would
otherwise be entitled.
Terrence Wirginis
Mr. Wirginis entered into a five-year employment agreement with the Company
commencing August 15, 1995, which provides for an annual salary of $150,000.
Mr. Wirginis will be eligible to receive an annual bonus and any other form of
supplementary income that the Company may award to its senior executives to be
determined by the Company's Compensation Committee based on performance. Upon
any termination of Mr. Wirginis's employment other than by reason of his
death, disability, voluntary resignation or for cause, Mr. Wirginis will be
entitled to severance in an amount equal to the lesser of his base salary for
the remainder of the term of the agreement or $150,000. Cause is defined in
the agreement to mean (i) any gaming commission with jurisdiction over a
facility owned or operated by the registrant which requires his licensure
refuses to grant a license to Mr. Wirginis or suspends or revokes a license
granted to Mr. Wirginis; (ii) any reasonable determination by the Chief
Operating Officer and the Chief Executive Officer, acting jointly, or in the
absence of either one of the foregoing, the single available officer acting
individually, of a material failure by Mr. Wirginis to perform his covenants,
obligations or duties under the agreement; and (iii) certain defined conduct
which is injurious to the Company. Upon the termination of Mr. Wirginis's
employment by the Company without cause or by Mr. Wirginis following a change
of control, as defined by the agreement, he will be entitled to severance in
an amount equal to the lesser of $300,000 or the product of the base salary
multiplied by the number of years remaining in the employment term subject to
a covenant not to compete for a period of one year within a 100-mile radius of
any gaming facility owned or operated by the Company, other than in the area
within a 100-mile radius of Pittsburgh, Pennsylvania. The Company has agreed
that the sole remedy for Mr. Wirginis's violation of the covenant not to
compete shall be to cease making foregoing severance benefits.
Other Agreements
Gary E. Selesner
On May 29, 1995, Mr. Selesner and the Company entered into an agreement
pursuant to which Mr. Selesner resigned from the Company effective August 1,
1995. Pursuant to this agreement, the Company paid Mr. Selesner $150,000 on
August 1, 1995 and agreed to provide Mr. Selesner certain medical and health
benefits through August 1, 1996 and to indemnify Mr. Selesner for actions
taken while he was an employee of the Company.
14
<PAGE>
Edward S. Ellers
On July 10, 1995, Mr. Ellers resigned as an executive officer and director
of the Company, and in connection therewith, entered into an employment
separation and consulting agreement (the "Separation Agreement") with the
Company. Mr. Ellers' then-existing employment agreement with the Company was
scheduled to terminate on December 18, 1997. Pursuant to the terms of the
Separation Agreement, Mr. Ellers will continue to assist the Company as in
independent consultant and will advise the Company on political, regulatory
and operational matters relating to the Company until December 18, 1997 (the
"Termination Date"). Under the terms of the Separation Agreement, Mr. Ellers
will also provide the Company with assistance in litigation involving the
Company and its subsidiaries. For these services, Mr. Ellers will be
compensated at the rate of $360,000 per annum. Additionally, the Company has
agreed to maintain directors and officers liability insurance coverage for Mr.
Ellers during the term of the Separation Agreement and for a period of five
years thereafter.
The Separation Agreement further provides that Mr. Ellers will not, except
in the event of a change of control (as defined in the Separation Agreement)
or upon the sale of shares of Common Stock by Mr. Connelly or the exercise of
option held by other executive officers of the Company, exercise any of his
options to purchase shares of the Company's Common Stock prior to the
Termination Date. Mr. Ellers currently holds options to purchase 1,050,000
shares of the Company's Common Stock. Mr. Ellers has also agreed, except in
certain limited circumstances and until the Termination Date, to refrain from
(i) providing consulting services to, or engaging in, any gaming ventures
within the United States without the Company's permission and (ii) soliciting
any employee of the Company or its subsidiaries to terminate his or her
employment. This latter restriction also applies for a period of one year
following the Termination Date.
Mr. Ellers may elect to terminate the Separation Agreement prior to the
Termination Date by providing 30 days written notice to the Company. Upon
termination of the Separation Agreement for any reason other than Mr. Ellers'
voluntary resignation, death, disability or for "cause" (as defined in the
Separation Agreement), Mr. Ellers shall be entitled to (i) all consulting fees
due through the date of termination, (ii) severance in an amount equal to the
product of $30,000 multiplied by the number of months remaining between the
date of termination and the Termination Date and (iii) an amount equal to the
product of $11,667 multiplied by the number of months remaining between the
date of termination and the Termination Date, which amount represents a
portion of the minimum guaranteed bonus which would have been paid to Mr.
Ellers under the terms of his employment agreement with the Company.
David Friedman
On November 14, 1995, Mr. Friedman and the Company entered into an agreement
pursuant to which Mr. Friedman resigned from the Company as of November 10,
1995. Pursuant to the agreement, the Company paid Mr. Friedman $163,000 and
agreed to indemnify for actions taken while he was an employee of the Company.
15
<PAGE>
STOCK PERFORMANCE GRAPH
The following table compares the cumulative total stockholder return on the
Company's Common Stock during the thirty seven (37) month period ended
February 29, 1996, with the cumulative return on Dow Jones Casinos Index (the
"DJ Casinos Index") and the Standard & Poor's 500 Stock Index ("S&P 500")
assuming $100 was invested in the Company's Common Stock on December 11, 1992
and in each of the foregoing indices and assumes reinvestment of any dividends
(no dividends have been paid on the Company's Common Stock during the periods
presented). The comparisons are required by the Securities Exchange
Commission and are not intended to forecast or be indicative of possible
future performance of the Company's Common Stock.
<TABLE>
<CAPTION>
12/92 02/93 02/94 02/95 02/96
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
President Casinos, Inc. 100 222 272 105 32
DJ Casinos Index 100 98 167 140 194
S&P 500 100 103 111 119 161
</TABLE>
CERTAIN TRANSACTIONS
The Company leases its Biloxi, Mississippi mooring site, parking facilities
and offices at the Broadwater Hotel and a warehouse from a Connelly Company.
The initial three-year lease term for the Broadwater Hotel expired July 14,
1995 and the Company exercised the first of its nine three-year renewal
options. Under such renewal, the rent is $3,224,000 per year on a triple net
basis. The Company is required to pay for all improvements to the leased
premises and to bear the cost of all taxes, fees, assessments and expenses.
On each subsequent renewal, the rent will be increased to reflect changes in
the Consumer Price Index, unless either party requests a new appraisal.
Future renewals and any other changes to the leases are subject to approval by
the Company's independent directors.
The Company also, generally through tour operators, arranges for groups to
stay at the Broadwater Hotel complex in anticipation that members of these
groups will utilize the Company's gaming facilities. Room costs, which are at
fair market value, are paid either by the group members, the tour operator,
the Company or a combination thereof. During fiscal 1996, the Company paid
approximately $883,000 to a Connelly Company to pay for, or subsidize the cost
of, room rentals and food and beverage costs.
During fiscal 1995, the Company, Mr. Connelly and certain other parties were
defendants in litigation involving the Broadwater Hotel complex, known as the
"Pratt litigation". On February 17, 1995, the Company, as well as the other
parties to such litigation, entered into a settlement agreement pursuant to
which all claims in such litigation were dismissed with prejudice. In
connection with the settlement, on February 17, 1995, the Company entered into
16
<PAGE>
a loan agreement with BH Acquisition Corp. ("BH"), a company controlled by Mr.
Connelly, for the principal amount of $1,000,000 (the "Existing Note") to fund
the first of four payments for the Pratt litigation settlement. On February
15, 1996, the Existing Note was amended and restated (the "Amended and Restated
Note") to extend the maturity date one calendar year and the Company entered
into a second loan agreement (the "New Note") with BH for principal amount of
$1,000,000 to fund the third installment of the settlement. The Amended and
Restated Note and the New Note (collectively, the "Notes") bear interest at the
rate of 13.0% per annum payable monthly. Principal on the Amended and Restated
Note is payable on the earlier of (i) February 8, 1998 or (ii) the transfer by
BH of its interest in any one or more of the following assets: the Broadwater
Resort, the Broadwater Towers or the Broadwater Inn. Principal on the New Note
is payable August 17, 1997. The notes are secured by various assets owned by
Mr. Connelly and he has personally guaranteed the repayment of the Notes to the
Company. Interest earned on such related party borrowings was $135,000 and
$4,000 for the years ended February 29/28, 1996 and 1995, respectively.
During fiscal 1996, the Company purchased $140,000 of promotional items from
affiliates of Mr. Connelly. These items were either sold by the Company or
given away as promotional items.
During fiscal 1996, the Company used a plane owned by an affiliate of Mr.
Connelly. The Company reimbursed the affiliate $158,000.
Mr. Connelly and his affiliates guaranteed debt and capital leases of the
Company in fiscal 1996. The highest aggregate sum guaranteed in fiscal year
1996 was $12,541,000. The guaranteed amount as of February 29, 1996 was
$4,609,000.
The responsibilities of the Company's executive officers require them to
spend a significant amount of time at the Company's St. Louis headquarters.
For those Company executives who do not reside in the St. Louis area, the
Company has paid for certain of the meals, lodging and entertainment of the
executives at the Drury Inn, a hotel owned by a Connelly Company. During
fiscal 1996, the company paid approximately $45,000 to such Connelly Company
on account of such expenses.
During fiscal 1996, through the date of termination of Mr. Ellers'
employment with the Company, the Company paid legal fees of approximately
$873,000 to the Philadelphia, Pennsylvania law firm of Klehr, Harrison,
Harvey, Branzburg & Ellers in which Mr. Ellers, then President and Chief
Executive Officer of the Company, and a member of the Board of Directors, was
a partner on leave of absence.
Through August 14, 1995, Mr. Wirginis was engaged as a consultant to the
company. Mr. Wirginis' responsibilities included oversight and planning with
respect to the Company's marine operations and facilities. The Company paid
Mr. Wirginis approximately $74,000 under this agreement in fiscal 1996.
17
<PAGE>
GENERAL INFORMATION
Annual Report
A copy of the Company's Annual Report to Stockholders for fiscal 1996 has
been furnished to stockholders with the mailing of this Proxy Statement.
FORM 10-K REPORT
UPON WRITTEN REQUEST OF ANY PERSON WHO ON JULY 2, 1996 WAS A RECORD OWNER OF
THE COMPANY'S COMMON STOCK OR WHO REPRESENTS IN GOOD FAITH THAT HE OR SHE WAS
ON SUCH DATE A BENEFICIAL OWNER OF SUCH COMMON STOCK ENTITLED TO VOTE AT THE
ANNUAL MEETING, THE COMPANY WILL SEND TO SUCH PERSON, WITHOUT CHARGE, A COPY
OF ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED FEBRUARY 29, 1996
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. REQUESTS FOR THIS
REPORT SHOULD BE DIRECTED TO:
JAMES A. ZWEIFEL, VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PRESIDENT CASINOS, INC.
802 NORTH FIRST STREET
ST. LOUIS, MISSOURI 63102
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP served as the Company's independent public accountants
for 1996 and has been selected by the Board of Directors to continue in such
capacity during fiscal year 1997. Representatives of Deloitte & Touche LLP
are expected to be present at the Annual Meeting to respond to appropriate
questions, and such representatives will have the opportunity to make
statements if they so desire.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers ("Reporting Persons") to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock of the Company. The Company has
designated an officer who is available to the Company's Reporting Persons to
assist them in filing the required reports. To the Company's knowledge, based
solely on its review of the copies of such reports furnished to the Company
and written representations that no other reports were required, during the
year ended February 29, 1996 all Section 16(a) filing requirements applicable
to the Reporting Persons were compiled with, except Mr. Zweifel filed one late
report in June 1996 covering one transaction not previously reported.
Stockholder Proposals
Stockholder proposals intended to be presented at the 1997 Annual Meeting of
Stockholders must be received by the Company at the address appearing on the
18
<PAGE>
first page of this proxy statement by March 28, 1997, in order to be
considered for inclusion in the Company's proxy statement and form of proxy
relating to that meeting.
SOLICITATION OF PROXIES
The accompanying form of proxy is being solicited on behalf of the Board of
Directors of the Company. The Company will bear the cost of the solicitation
of the Board of Directors' proxies for the Annual Meeting, including the cost
of preparing, assembling and mailing proxy materials, the handling and
tabulation of proxies received, and charges of brokerage houses and other
institutions, nominees and fiduciaries in forwarding such materials to
beneficial owners. In addition to mailing proxy materials, such solicitation
may be made in person or by telephone, telegraph or telecopy by directors,
officers or regular employees of the Company, or by a professional proxy
solicitation organization engaged by the Company.
19
<PAGE>
PRESIDENT CASINOS, INC.
FOR THE HOLDERS OF PRESIDENT CASINOS, INC. COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
1996 ANNUAL MEETING OF STOCKHOLDERS - AUGUST 22, 1996
The undersigned stockholder of PRESIDENT CASINOS, INC. (the "Company"),
revoking all previous proxies, hereby appoints JOHN E. CONNELLY AND JOHN S.
AYLSWORTH and each of them acting individually, as proxies of the undersigned,
and authorizes either or both of them to vote all shares of the Company's
Common Stock held of record by the undersigned as of the close of business on
July 2, 1996 at the 1996 Annual Meeting of Stockholders of the Company to be
held August 22, 1996, at 10:00 a.m. prevailing local time, aboard The Admiral,
which is moored along Lenore K. Sullivan Boulevard, St. Louis, Missouri, 63102
and any adjournment(s) or postponements(s) thereof (the "Annual Meeting"),
according to the votes the undersigned would be entitled to cast if then
personally present.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED "FOR" THE NOMINEES FOR DIRECTOR LISTED AND "FOR" THE SECOND
MATTER SET FORTH ON THE REVERSE HEREOF.
(Continued and to be signed on reverse side)
** FOLD AND DETACH HERE **
<PAGE>
1. Election of Two Class I Directors-Karl G. Andren and Royal P. Walker, Jr.
/ / FOR all nominees for director named above (except as marked to the
contrary).
/ / WITHHOLD AUTHORITY to vote for all nominees
(Instruction: To withhold authority for any individual nominee(s), write the
name(s) of such nominee(s) on the space provided below.)
_____________________________________________________________________
2. The authority of the proxies, in their discretion, to vote on such other
business as may properly come before the Annual Meeting, or any
adjournments(s) or postponement(s) thereof.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF NOTICE OF THE ANNUAL MEETING
AND THE PROXY STATEMENT FURNISHED IN CONNECTION THEREWITH. The undersigned
also hereby ratifies all that the said proxies may do by virtue thereof and
hereby confirms that this proxy shall be valid and may be voted regardless of
whether the stockholder's name is signed as set forth below or a seal affixed
or the description, authority or capacity of the person signing is given or
any other defect of signature exists.
DATED:__________________________________, 1996
________________________________________
(Stockholder's Signature)
________________________________________
(Stockholder's Signature)
NOTE: PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT TO THE COMPANY.
Please sign this proxy exactly as the name appears in the address above. If
shares are registered in more than one name, all owners should sign. If
signing in a fiduciary or representative capacity, such as attorney-in-fact,
executor, administrator, trustee or guardian, please give full title and
attach evidence of authority. If signer is a corporation, please sign the
full corporate name and an authorized officer should sign his/her name and
title and affix the corporate seal.
PLEASE COMPLETE, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY REGARDLESS OF
WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING.
"PLEASE MARK INSIDE BLUE BOXES SO THAT DATA PROCESSING EQUIPMENT WILL RECORD
YOUR VOTES"
** FOLD AND DETACH HERE **
<PAGE>
YOUR VOTE IS IMPORTANT TO US. PLEASE COMPLETE, DATE AND SIGN THE ABOVE PROXY
CARD AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
