<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM 10-K/A
/ X / Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended February 29, 2000
or
/ / Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Commission File Number: 0-20840
PRESIDENT CASINOS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S><C>
Delaware 51-0341200
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
802 North First Street, St. Louis, Missouri 63102
Address of principal executive offices
314-622-3000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.06 par value
Preferred Stock Purchase Rights
</TABLE>
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Registration S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
amendment to this Form 10-K. /X/
As of May 26, 2000, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was approximately $2,160,965.*
As of May 26, 2000, the number of shares outstanding of the Registrant's
Common Stock was approximately 5,032,988.
DOCUMENTS INCORPORATED BY REFERENCE
None.
* Calculated by excluding all shares that may be deemed to be beneficially
owned by executive officers and directors of the Registrant, without conceding
that all such persons are "affiliates" of the Registrant for purposes of the
federal securities laws.
<PAGE> 2
Explanatory Note: The Company hereby amends Part III of its Annual Report
on Form 10-K for the year ended February 29, 2000 as set forth in the pages
attached hereto.
PART III
Item 10. Directors and Executive Officers Registrant
As of the date hereof, the directors and executive officers of the Company,
together with certain information about them, are set forth below.
Name Age Director Since Positions with the Company
---- --- -------------- --------------------------
John E. Connelly 74 1992 Chairman of the Board and
Chief Executive Officer
(Class III)
John S. Aylsworth 49 1995 President, Chief Operating
Officer and Director
(Class III)
Terrence L. Wirginis 48 1993 Vice Chairman of the Board,
Vice President-Marine and
Development and Director
(Class II)
James A. Zweifel 54 -- Executive Vice President and
Chief Financial Officer
Karl G. Andren 53 1993 Director (Class I)
Royal P. Walker, Jr. 40 1996 Director (Class I)
W. Raymond Barrett 67 1999 Director (Class II)
----------------
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. Terms of
directors of Class I will expire in 2002, terms of directors of Class II will
expire in 2000 and terms of directors of Class III will expire in 2001.
Mr. 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 from
July 1995 to the present. Mr. Connelly served as President from July 1995
until July 1997. Entities controlled by Mr. Connelly have owned and operated
the Gateway Clipper Fleet in Pittsburgh from its inception in 1958 through
1996, the Station Square Sheraton Hotel in Pittsburgh from 1981 to 1998 and
the Broadwater Beach Resort from 1992 until the July 1997 purchase of the
property by a limited liability company in which the Company and Mr. Connelly
have interests. In 1984, Mr. Connelly founded World Yacht Enterprises, a
fleet of dinner cruise, sightseeing and excursion boats in New York City. Mr.
Connelly is also the founder, owner and Chief Executive Officer of J. Edward
Connelly Associates, Inc., a marketing firm based in Pittsburgh, Pennsylvania.
Mr. Aylsworth has been President and Chief Operating Officer since July 1997
and has served as a director of the Company since July 1995. Mr. Aylsworth
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served as Executive Vice President and Chief Operating Officer of the Company
from March 1995 until July 1997. Prior to joining the Company, Mr. Aylsworth
served for over 18 years as an executive operating and financial officer for
various company interests controlled by Martin Davis. These companies
included interests in oil and gas exploration, oil and products trading,
financial instruments trading, a chain of premier health and fitness
facilities and a supplier of in-room entertainment and interactive information
systems in the hotel industry. Mr. Aylsworth has served on the Board of
Directors of EPS Solutions Corp., a provider of executive search and
relocation, performance improvement and employee retention solutions, since
April 2000.
Mr. Wirginis has served as Vice Chairman of the Board since July 1997. Mr.
Wirginis has served as Vice President, Marine and Development since August
1995 and as a director since the Company's inception. Mr. 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
since its inception until August 1995. The Company has been advised that Mr.
Wirginis devotes an insubstantial amount of his time to Gateway Clipper Fleet,
a company in which he has an ownership interest. Mr. Wirginis is the grandson
of Mr. Connelly.
Mr. Zweifel has been Executive Vice President and Chief Financial Officer of
the Company since July 1997. Mr. Zweifel served as Vice President and Chief
Financial Officer from November 1995 until July 1997. Prior to joining the
Company, Mr. Zweifel was Executive Director of FANS, Inc., the organization
formed to bring the Los Angeles Rams to St. Louis. From July 1992 to November
1994, Mr. Zweifel was Vice President and Controller of Clark Refining and
Marketing. From July 1988 to July 1992, Mr. Zweifel was Vice President, Chief
Financial Officer and Secretary for Engineered Support Systems, a manufacturer
of ground support systems.
Mr. Andren has been Chairman of Circle-Line Sightseeing Yachts, Inc., a
subsidiary of New York Cruise Lines, Inc. ("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.
Mr. Walker holds a J.D. from Texas Southern University in Houston, Texas,
and since June 1, 1992 has served on the staff of The Institute for Disability
Studies at the University of Southern Mississippi. 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.
Mr. Barrett became a member of the Company's Board of Directors in August
1999. Mr. Barrett founded Biomedical Systems Corporation, a manufacturer of
medical equipment and provider of pharmaceutical data acquisition and
perinatal services, in 1975. Mr. Barrett served as President from inception
until 1995 and has served as Chairman since 1995.
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Item 11. Executive Compensation
The following table sets forth certain information with respect to
compensation paid by the Company during the three fiscal years ended February
29/28, 2000, 1999 and 1998, respectively, to each of the named executive
officers of the Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
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 2000 $200,000 $ -- -- $ 3,200
Chairman of the Board and 1999 200,000 -- -- 3,200
Chief Executive Officer 1998 200,000 -- -- 3,200
John S. Aylsworth 2000 $450,000 $150,000 90,000 $ 3,786
President and Chief 1999 400,000 236,677 -- 8,141
Operating Officer 1998 400,000 220,002 346,667 (2) 3,781
Terrence L. Wirginis 2000 $205,000 $ 41,000 60,000 $ 3,404
Vice Chairman of the 1999 180,000 63,900 -- 3,110
Board and Vice President 1998 180,000 59,400 52,000 (2) 3,679
-Marine and Development
James A. Zweifel 2000 $205,000 $ 41,000 60,000 $ 3,404
Executive Vice 1999 180,000 63,900 -- 3,110
President and 1998 180,000 59,400 26,000 (2) 3,679
Chief Financial Officer
</TABLE>
(1) Consists of contributions made to the Company's 401(k) plan for the
account of the named executive.
(2) On August 22, 1997, the Company repriced certain outstanding stock
options with exercise prices ranging from $5.625 to $37.00 per share by
amending the terms of such options to provide for an exercise price of
$2.625 per share. In connection with such repricing each of Messrs.
Aylsworth, Wirginis and Zweifel had previously granted options for
66,667, 10,000 and 5,000 shares, respectively, repriced.
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The following table contains information concerning the grant of stock
options during fiscal 2000 to the Company's executive officers named in the
Summary Compensation Table.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
----------------------------------------------
Potential Realizable
Value at Assumed Annual
Number of Percent of Total Rates of Stock Price
Securities Options/SARs Exercise Appreciation for
Underlying Granted to or Base Option Term (1)
Options/SARs Employees in Price Expiration
Name Granted Fiscal Year ($/Sh) Date 5%($) 10%($)
---- ------------- ---------------- -------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
John E. Connelly -- -- -- -- -- --
John S Aylsworth 90,000 (2) 29.8% 1,875 Aug. 2009 $ 57,625 $133,607
Terrence L. Wirginis 60,000 (3) 19.9% 1.875 Aug. 2009 38,417 89,071
James A. Zweifel 60,000 (4) 19.9% 1.875 Aug. 2009 38,417 89,071
</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
February 29, 2000 was $0.875 per share.
(2) Options to purchase 45,000 shares of the Company's Common Stock were
vested as of February 29, 2000 and options to purchase 45,000 shares of
the Company's Common Stock vested on May 23, 2000.
(3) Options to purchase 30,000 shares of the Company's Common Stock were
vested as of February 29, 2000 and options to purchase 30,000 shares of
the Company's Common Stock vested on May 23, 2000.
(4) Options to purchase 30,000 shares of the Company's Common Stock were
vested as of February 29, 2000 and options to purchase 30,000 shares of
the Company's Common Stock vested on May 23, 2000.
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The following table sets forth information regarding the number and value of
options held by each of the Company's executive officers named in the Summary
Compensation Table during fiscal 2000. None of the named executive officers
exercised any stock options during fiscal 2000.
<TABLE>
<CAPTION>
FISCAL YEAR END OPTION/SAR VALUES
Number of Securities
Underlying Unexercised Value of Unexercised
Options/SARs in-the-Money Options/SARs
at Fiscal Year End (#) at Fiscal Year End ($) (1)
------------------------- --------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
John E. Connelly -- -- $ -- $ --
John S. Aylsworth 391,667 45,000 -- --
Terrence L. Wirginis 82,000 30,000 -- --
James A. Zweifel 56,000 30,000 -- --
</TABLE>
(1) As of February 29, 2000, no options were in the money.
Employment Arrangements
In June 1998, the Company entered into separate Amended and Restated
Employment Agreements with each of Messrs. Connelly, Aylsworth, Wirginis and
Zweifel. The agreements with each of Messrs. Connelly, Aylsworth and Wirginis
provide for a term of employment through June 1, 2003, and the agreement with
Mr. Zweifel provides for a term of employment through June 1, 2001. The
agreements are automatically renewable thereafter for successive two-year
terms unless terminated by either party.
The agreements provide for minimum annual base salaries of $200,000 for Mr.
Connelly, $400,000 for Mr. Aylsworth, $180,000 for Mr. Wirginis and $180,000
for Mr. Zweifel. Such minimum annual base salaries are subject to increases
at the discretion of the Board of Directors. Each such executive officer may
also receive incentive bonuses provided through any incentive compensation
plan of the Company.
Each employment agreement provides that if the Company terminates the
employment of the executive without Cause or if the executive terminates his
employment for Good Reason prior to a Change in Control of the Company, the
Company will be required to pay such executive officer severance benefits
including the continuation of the executive's then-current annual salary for a
maximum of two years (except for Mr. Zweifel's agreement, which provides for
salary continuation for a one-year period), and the continuation of certain
welfare benefits to which he otherwise would have been entitled. "Cause" is
generally defined as (i) any breach or failure to perform duties or follow
instructions of the Board of Directors, (ii) commission of fraud,
misappropriation, embezzlement or other acts of dishonesty, alcoholism, drug
addiction or dependency or conviction of a felony or gross misdemeanor if the
Board of Directors determines such conduct is materially adverse to Company,
(ii) breach of the employment agreement by the executive, (iv) the refusal by
any gaming commission with jurisdiction over the Company's facilities to grant
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a license to the executive or any suspension or revocation of a license
previously granted to the executive. "Good Reason" is generally defined as (i)
a significant and adverse change in the nature or scope of the executive's
position, authority, duties or responsibility, (ii) a failure to continue the
executive officer's then-current participation in benefits or compensation;
(iii) within a period of one year following a Change in Control (as defined),
resignation by the executive in his sole and absolute discretion, or (v) any
material breach of the agreement by the Company.
Each employment agreement additionally provides that each such executive
officer will be paid severance benefits in the event that his employment with
the Company is terminated by the Company without Cause or by the executive for
Good Reason within two years of a Change in Control of the Company. The
Change in Control provisions would require, in addition to any other benefits
to which the executive is entitled, a lump-sum cash payment in an amount equal
to 2.99 times the executive officer's average annual base compensation, as
determined pursuant to the employment agreement. If payment of the foregoing
amounts and any other benefits received or receivable upon termination after a
Change in Control would subject such executive officer to the payment of a
federal excise tax, the total amount payable by the Company to such executive
officer would be increased by an amount sufficient to provide such executive
officer (after satisfaction of all excise taxes and federal income taxes
attributable to such increased payment) with a net amount equal to the amount
receivable prior to the federal excise tax owed by the executive officer.
Change in Control is generally defined as (i) the acquisition by any person
of beneficial ownership of 20% or more of the combined voting power of the
Company's then outstanding securities; (ii) a change in the composition of the
Company's Board of Directors such that during any two consecutive years the
incumbent directors and their nominees do not constitute a majority of the
Board; (iii) a merger or consolidation of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which the holders
of the Common Stock prior to such event do not have the same proportionate
ownership of the common stock of the surviving corporation, (iv) a merger or
consolidation of the Company in which the Company is the continuing or
surviving corporation in which the holders of the Company's Common Stock
immediately prior to such event do not own 50% or more of the outstanding
stock of the surviving corporation; or (v) approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company or the sale of
substantially all of the assets of the Company. A transfer by Mr. Connelly
and certain related persons and entities which would otherwise be sufficient
to constitute a Change of Control would not constitute a Change of Control for
the purpose of triggering a payment to Mr. Connelly, but would constitute a
change in control for each of the other executives.
Compensation of Directors
During fiscal 2000, directors who were not employees of the Company received
annual director's fees of $36,000. Directors who are employees of the Company
do not receive director's fees. Directors of the Company are entitled to
receive discretionary grants of stock options. During fiscal 2000, Messrs.
Andren and Walker each received options to purchase up to 10,000 shares of
Common Stock at an exercise price equal to the fair market value on the date
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<PAGE>8
of grant. In addition, under the Company's stock option plan, each non-
employee director elected to the Board of Directors receives a grant of non-
qualified stock options to purchase 5,000 shares of Common Stock at the fair
market value of the Company's Common Stock on the date of grant. These stock
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. Mr. Barrett received such a grant during fiscal 2000.
Item 12. 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 June 22, 2000: (i) by each person known to
the Company to own beneficially more than 5% of the outstanding shares of the
Company's Common Stock; (ii) by each of the Company's directors; (iii) by each
of the executive officers of the Company listed in the Summary Compensation
Table and (iv) by all of such directors and executive officers as a group.
Name of Beneficial Owner No. of Shares (1) % of Class
------------------------ ------------------ ----------
John E. Connelly 1,644,113 (2) 32.7%
John S. Aylsworth 455,334 (3) 8.3%
Terrence L. Wirginis 159,825 (4) 3.1%
Karl G. Andren 74,800 (5) *
James A. Zweifel 97,684 (6) *
Royal P. Walker, Jr. 27,000 (7) *
W. Raymond Barrett 7,500 (8) *
All executive officers and
directors as a group (7 persons) 2,466,256 42.8%
--------------------------------------------
* Less than 1%
(1) Except as otherwise noted in the footnotes to this table, 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. The percentage calculations are
Based upon 5,032,988 shares of Company Common Stock issued and
outstanding, and for each director or executive officer or the group,
The number of shares subject to options currently exercisable by such
director or executive or the group.
(2) Includes shares owned of record by entities controlled by Mr. Connelly.
Also includes 37,500 shares beneficially owned by Mr. Connelly but
subject to purchase options granted to certain individuals. Mr.
Connelly's address is 2180 Noblestown Road, Pittsburgh, PA 15205.
(3) Includes 436,667 shares issuable pursuant to stock options which are
currently exercisable.
(4) Includes 112,000 shares issuable pursuant to stock options which are
currently exercisable.
(5) Consists of 12,500 shares owned by New York Cruise Lines, Inc. of which
Mr. Andren is Chairman and a principal stockholder and 62,000 shares
issuable pursuant to stock options which are currently exercisable.
(6) Includes 86,000 shares issuable pursuant to stock options which are
currently exercisable.
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(7) Consists exclusively of shares issuable pursuant to stock options which
are currently exercisable.
(8) Includes 2,500 shares issuable pursuant to stock options which are
currently exercisable.
Item 13. Certain Relationships and Related Transactions
Mr. Connelly and his affiliates guaranteed debt of the Company in fiscal
2000. The highest aggregate sum guaranteed in fiscal 2000 was $3,400,000.
The guaranteed amount as of February 29, 2000 was $3,000,000.
Mr. Connelly formerly owned 100% of President Mississippi. Mr. Connelly
transferred all of the capital stock of President Mississippi to the Company
at the closing of the Company's initial public offering in return for 261,022
shares of PCI Common Stock, a distribution of $4,253,492 representing cash
advanced by Mr. Connelly to President Mississippi, and a tax distribution
equal to 37% of President Mississippi S corporation's taxable income from
formation to date of reorganization. The Company agreed to indemnify Mr.
Connelly against any future income tax liability arising as a result of income
tax audit adjustments for the period prior to the reorganization. The
Internal Revenue Service subsequently audited said period. During fiscal
2000, the Company reimbursed Mr. Connelly $225,646 for the income tax
liability, and related interest, which resulted from the audit.
8
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
PRESIDENT CASINOS, INC.
By: /s/ James A. Zweifel
---------------------------
Name: James A. Zweifel
Title: Executive Vice President
and Chief Financial Officer
Date: June 22, 2000
9
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PRESIDENT CASINOS, INC.
EXHIBIT INDEX
Exhibits
3.1 Articles of Incorporation of the Company, as amended. (19)
3.2 By-Laws of the Company, as amended. (16)
4.1 Indenture dated as of August 26, 1994, by and among the Company,
the Guarantors and United States Trust Company of New York ("U.S.
Trust"). (6)
4.1.1 Form of Senior Exchange Note issued pursuant to Indenture. (5)
4.1.2 Warrant Agreement dated as of September 23, 1993, by and between
the Company and U.S. Trust, as Warrant agent. (4)
4.1.3 Warrant Agreement dated as of August 26, 1994, by and between the
Company and U.S. Trust. (6)
4.1.4 Subsidiary Stock Pledge and Collateral Assignment Agreement dated
as of August 26, 1994, by the Company and Subsidiary Pledgors in
favor of U.S. Trust, as collateral agent. (6)
4.2 Rights Agreement, dated as of November 20, 1997, between the
Company and ChaseMellon Shareholder Services, LLC. (20)
4.3 Agreement to Exchange Securities, dated December 3, 1998 by and
among the Company, President Riverboat Casino-Iowa, Inc.
("President Iowa"), President Riverboat Casino-Missouri, Inc.
("President Missouri"), The President Riverboat Casino-
Mississippi, Inc. ("President Mississippi"), TCG/Blackhawk, Inc.
("Blackhawk"), P.R.C.-Louisiana, Inc., President Riverboat Casino-
New York, Inc. ("President New York"), President Casino New
Yorker, Inc., PRC Holdings Corporation, PRC Management, Inc. ("PRC
Management"), PRCX Corporation, President Riverboat Casino-
Philadelphia, Inc. ("President Philadelphia"), Vegas Vegas, Inc.,
and The Connelly Group, L.P. ("TCG") and each holder of the
Company's 13% Senior Exchange Notes due 2001. (23)
4.3.1 Indenture dated as of December 3, 1998, among the Company,
President Iowa, President Missouri, President Mississippi,
Blackhawk, P.R.C.-Louisiana, Inc., President New York, President
Casino New Yorker, Inc., PRC Holdings Corporation, PRC Management,
PRCX Corporation, President Philadelphia, Vegas Vegas, Inc. and
TCG and U.S. Trust Company of Texas, N.A. (23)
10.1 Amended and Restated Agreement of Limited Partnership of TCG. (1)
10.2 Agreement between the Company and John E. Connelly. (2)
10.3 Employment Agreement dated November 4, 1992, between the Company
and Mr. Connelly. (2)
10.3.1 Amendment No. 1 to Employment Agreement dated December 15, 1994,
between the Company and Mr. Connelly. (8)
10.3.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Connelly. (22)
* 10.4 The Company's 1992 Stock Option Plan, as amended. (5)
* 10.4.1 The Company's 1996 Amended and Restated Stock Option Plan. (13)
* 10.4.2 The Company's 1997 Stock Option Plan. (18)
* 10.4.3 The Company's 1999 Incentive Stock Plan. (27)
10.5 Amended and Restated Davenport-Connelly Development Agreement
dated November 29, 1990, between TCG and the City of Davenport,
Iowa (the "Development Agreement"). (1)
10.5.1 First Amendment to the Development Agreement dated August 21,
1991.(1)
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10.5.2 Second Amendment to the Development Agreement dated April 10,
1992. (1)
10.6 Operator's Contract dated December 28, 1989, between the Riverboat
Development Authority and TCG. (1)
10.6.1 Amendment to Operator's Contract, dated December 29, 1993, between
the Riverboat Development Authority and TCG. (5)
10.6.2 Amendment to the Operator's Agreement dated March 1, 1998. (21)
10. 7 Lease dated November 29, 1990, between the City of Davenport, Iowa
and TCG. (1)
10.8 Management Advisory Agreement for TCG. (1)
10.9 Credit Agreement dated as of March 11, 1991, among TCG, Blackhawk
and Firstar Bank Davenport, N.A. ("Firstar"). (1)
10.9.1 Note dated March 11, 1991, from TCG and Blackhawk to Firstar. (1)
10.9.2 Security Agreement dated March 11, 1991 between TCG and Firstar.
(1)
10.9.3 First Preferred Fleet Mortgage dated March 11, 1991, from TCG to
Firstar. (1)
10.9.4 Mortgage, Security Agreement, Fixture Financing Statement and
Assignment of Leases and Rents, dated March 11, 1991, by TCG to
Firstar on the Landing Promenade Property. A similar mortgage has
been given to Firstar by Blackhawk on the Blackhawk Hotel. (1)
10.9.5 Amendment to Note dated March 16, 1993, from TCG and Blackhawk
to Firstar. (2)
10.9.6 Second Amendment to Note dated March 31, 1997, from TCG and
Blackhawk to Firstar. (14)
10.10 Lease Agreement dated August 7, 1986, between the City of St.
Louis and St. Louis River Cruise Lines, Inc. (the "'Belle'
Lease"). (1)
10.10.1 Amended Lease Agreement dated July 16, 1990, amending the "Belle"
Lease. (1)
10.10.2 Second Amendment to Lease Agreement, effective June 19, 1992,
amending the "Belle" Lease. (1)
10.11 Lease Agreement dated December 20, 1983 between the City of St.
Louis and S.S. Admiral Partners (the "'Admiral' Lease"). (1)
10.11.1 Amendment and Assignment of Mooring Lease dated December 12, 1990,
amending the "Admiral" Lease. (1)
10.11.2 Second Amendment to Lease Agreement effective June 19, 1992,
amending the "Admiral" Lease. (1)
10.12 Promissory Note (Vessel-Term) dated July 8, 1992, from President
Mississippi to Caterpillar. (3)
10.12.1 Loan Agreement dated July 31, 1992, between President Mississippi
and Caterpillar. (1)
10.12.2 Preferred Fleet Mortgage dated July 8, 1992, between President
Mississippi and Caterpillar. (1)
10.13 Form of Indemnification Agreement for Directors and Officers. (1)
10.14 Agreement for Purchase of Partnership Interest dated September 24,
1997, by and among Massena Management Corp., Gary A. Melius,
Native American Management Corp., PRC-St. Regis, Inc. and Naussau
County Native American, Inc. (21)
10.14.1 Agreement dated September 24, 1997, by and among Massena
Management LLC, Native American Management Corp., Gary A. Melius,
PRC-St. Regis, Inc. and Massena Management Corp. (21)
10.15 Lease Agreement, dated as of December 14, 1993, by and between
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Liberty Landing Associates ("Liberty Landing") and President
Philadelphia.(4)
10.15.1 First Amendment to Lease Agreement, dated July 31, 1996, by and
between President Philadelphia and Liberty Landing. (12)
10.15.2 Second Amendment to Lease Agreement, dated July 31, 1996, by and
between Liberty Landing and President Philadelphia. (12)
10.15.3 Modification to First Amendment to Lease Agreement, dated
September 12, 1997, by and between Liberty Landing and President
Philadelphia. (16)
10.15.4 Assignment, dated as of December 14, 1993, pursuant to which
Liberty Landing assigns, transfers and sets over unto President
Philadelphia all of the rights, title and interest of Liberty
Landing in, to and under that certain Master Agreement to Lease,
dated September 25, 1989, by and between Philadelphia Port
Corporation and Liberty Landing, as amended. (4)
10.15.5 Letter Agreement dated May 7, 1996, by and between President
Philadelphia, Liberty Landing, The Sheet Metal Workers'
International Association Local Union #19, Delaware Avenue
Development Corp. and Delaware-Washington Corp. (11)
10.16 Option Agreement dated July 31, 1996, by and between Liberty
Landing and President Philadelphia. (12)
10.16.1 Modification to Option Agreement dated December 12, 1996, by and
between Liberty Landing and President Philadelphia. (13)
10.16.2 Second Modification to Option Agreement, dated September 12,
1997, by and between Liberty Landing and President Philadelphia.
(16)
10.16.3 First Amendment to Corporate Guaranty dated July 31, 1996, by
The Company. (12)
10.16.4 Third Modification to Option Agreement, dated October 22, 1998,
by and between Liberty Landing and President Philadelphia. (24)
10.17 Charter Agreement dated February 17, 1995, by and between American
Gaming & Entertainment, Ltd. ("AGEL") and the President
Mississippi Charter Corporation ("Charter Corp."). (7)
10.17.1 Subcharter Agreement dated February 17, 1995, by and between
Charter Corp. and President Mississippi. (7)
10.17.2 Collateral Assignment Agreement dated February 17, 1995, by
Charter Corp. to AGEL. (7)
10.17.3 First Amendment to Charter, dated October 30, 1998 (effective as
of December 1, l997), by and between AGEL, owner, and Charter
Corp., with the concurrence of the following parties: AmGam
Associates ("AmGam"), American Gaming & Resorts of Mississippi,
Inc. ("AGRM"), the Official Committee of the Unsecured
Creditors of AmGam, the Official Committee of the Unsecured
Creditors of AGRM, AGEL and Shamrock Holdings, Inc. (formerly
known as Bennett Holdings Group, Inc.). (24)
10.18 Employment Agreement dated March 13, 1995, by and between the
Company and John S. Aylsworth. (8)
10.18.1 Option Agreement dated March 13, 1995, by and between Mr.
Aylsworth and the Company. (10)
10.18.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Aylsworth. (22)
10.19 Promissory Note dated February 17, 1995, from BH Acquisition Corp.
("BH") to PRC Management. (10)
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10.19.1 Surety Agreement dated February 13, 1995, between Mr. Connelly
and PRC Management. (10)
10.19.2 Amended and Restated Promissory Note dated February 15, 1996, from
BH to PRC Management. (11)
10.19.3 Promissory Note dated February 15, 1996, from BH to PRC
Management. (11)
10.19.4 Amended and Restated Surety Agreement dated February 15, 1996,
between Mr. Connelly and PRC Management. (11)
10.19.5 Collateral Pledge Agreement dated February 15, 1996, between
Connelly Hotel Associates, Inc. and PRC Management. (11)
10.20 Employment Agreement dated November 1, 1995, by and between the
Company and James A. Zweifel. (9)
10.20.1 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Zweifel. (22)
10.21 "Natatorium Site" Lease Agreement dated July 20, 1995, by and
between the City of Davenport, Iowa and TCG through the President
Iowa. (9)
10.22 Independent Contractor Consulting Agreement dated May 15, 1996, by
and between the Company and Mr. Wirginis. (11)
10.22.1 Employment Agreement dated May 1, 1996, by and between the Company
and Mr. Wirginis. (11)
10.22.2 Amended and Restated Employment Agreement, dated June 26, 1998 by
by and between the Company and Mr. Wirginis. (22)
* 10.23 1998 Fiscal Year Management Incentive Plan Participant Form. (16)
10.24 Promissory Note dated July 22, 1997, by and between President
Broadwater Hotel, L.L.C. (Broadwater LLC) and Lehman Brothers
Holdings Inc. ("Lehman"). (15)
10.24.1 Redemption Agreement dated July 22, 1997, by and among J. Edward
Connelly Associates, Inc. ("JECA") and Broadwater LLC and
Broadwater Hotel, Inc. (15)
10.24.2 Indemnity Agreement dated July 22, 1997, by Broadwater LLC, the
Company and President Mississippi, jointly and severally, in favor
of Lehman. (15)
10.24.3 Indemnity and Guaranty Agreement dated July 22, 1997, by the
Company and President Mississippi in favor of Lehman. (15)
10.24.4 Unconditional Guaranty of Lease Obligations dated July 22, 1997,
by the Company. (15)
10.24.5 Amended and Restated Limited Liability Company Operating
Agreement, dated as of July 22, 1997, by and between JECA and
President Broadwater Hotel, Inc. (15)
10.25 Public Trust Tidelands Lease Agreement dated August 6, 1992, by
and between the Secretary of State, with the approval of the
Governor, for and on behalf of the State of Mississippi, and BH.
(25)
10.25.1 Amendment to Public Trust Tidelands Lease Agreement dated November
10, 1993, by and between the Secretary of State, with the approval
of the Governor, for and on behalf of the State of Mississippi,
and BH. (25)
10.25.2 Amendment No. 1 to the Lessee's Assignment of Public Trust
Tidelands Lease dated July 22, 1997, between JECA, successor by
merger to BH, and President Broadwater Hotel, LLC. (25)
10.26 Public Trust Tidelands Lease of Fast Lands dated December 31,
1996, by and between the Secretary of State, with approval of the
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<PAGE>15
Governor, for and on behalf of the State of Mississippi, and BH.
(25)
10.26.1 Amendment No. 1 to the Lessee's Assignment of Fast Lands Lease
dated July 22, 1997, between JECA, successor by merger to BH
and President Broadwater Hotel, Inc. (25)
10.27 Sale and Purchase of Real Estate Agreement dated March 30, 1999,
by and among R. David Sanders, James W. Sanders, Julia Sheila
Sanders and June Sanders Clement and President Casinos, Inc. (26)
10.27.1 Deer Island Agreement dated March 30, 1999, by and between Eric
Clark and President Casinos, Inc. (26)
10.28 Sale Agreement dated July 2, 1999, by and between President
Mississippi, the Company and Charter Corp., on the one hand, and
AGEL, AmGam, AGRM, the Committee for the Unsecured Creditors of
AmGam, the Committee for the Unsecured Creditors of AGRM,
International Game Technology, Inc.("IGT"), and Shamrock Holdings
Group, Inc. (formerly known as Bennett Holdings Group, Inc.)
("Shamrock" and collectively with AGEL, AmGam, AGRM, the Committee
for the Unsecured Creditors of AmGam, the Committee for the
Unsecured Creditors of AGRM and IGT), on the other hand. (27)
10.28.1 Promissory Note dated August 10, 1999, from President
Mississippi to AGEL. (27)
10.28.2 Security Agreement, dated August 10, 1999, between President
Mississippi and AGEL. (27)
10.28.3 Preferred Ship Mortgage dated August 10, 1999, granting by
President Mississippi to and in favor of AGEL. (27)
10.28.4 Guaranty Agreement dated August 10, 1999, made by President
Mississippi, in favor of AGEL. (27)
10.29 Relocation Funding Agreement entered into January 18, 2000, by and
among the City of St. Louis, Missouri, the Port Authority of the
City of St. Louis, President Missouri and Mercantile Bank National
Association. **
10.29.1 Lease and Sublease Agreement entered into January 18, 2000, among
the City of St. Louis, the Port Authority of the City of St. Louis
and President Missouri. **
10.29.2 Escrow Agreement made as of January 18, 2000, by and among
Mercantile Bank, President Missouri and U.S. Title Guaranty
Company, Inc. **
10.29.3 Escrow Agreement made as of January 18, 2000, by and among the
Port Authority of the City of St. Louis, President Missouri and
U.S. Title Guaranty Company, Inc. **
21 Schedule of subsidiaries of the Company. **
23.1 Consent of Deloitte & Touche, L.L.P. with respect to the Company's
Registration Statements on Form S-8, as filed on June 8, 1994 and
January 8, 1998. **
27 Financial Data Schedule. **
__________________
(1) Incorporated by reference from the Company's Registration Statement on
Form S-1 (File No. 33-48446) filed on June 5, 1992.
(2) Incorporated by reference from the Company's Registration Statement on
Form S-1 (Registration No. 33-63174), filed on May 21, 1993.
(3) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1993 filed on June 1, 1993.
14
<PAGE>16
(4) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-71332) filed November 5, 1993.
(5) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated June 8, 1994.
(6) Incorporated by reference from the Company's Registration Statement on
Form S-4 (File No. 33-86386) filed November 15, 1994.
(7) Incorporated by reference from the Company's Report on Form 8-K dated
February 7, 1995.
(8) Incorporated by reference from the Company's Report on Form 8-K dated
March 16, 1995.
(9) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1995 filed January 12,
1996.
(10) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1995 filed on May 30, 1995.
(11) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 29, 1996 filed on May 30, 1996.
(12) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1996 filed October 15,
1996.
(13) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1996 filed January 14,
1997.
(14) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1997 filed on May 30, 1997.
(15) Incorporated by reference from the Company's Report on Form 8-K dated
July 24, 1997.
(16) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1997 filed October 10,
1997.
(17) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1997 filed January 14,
1998.
(18) Incorporated by reference from the Company's Definitive Proxy Statement
for the 1997 Annual Meeting of Stockholders.
(19) Incorporated by reference from the Company's Registration Statement on
Form S-8 dated January 8, 1998.
(20) Incorporated by reference from the Company's Registration Statement on
Form 8-A dated December 5, 1997.
(21) Incorporated by reference from the Company's Annual Report on Form 10-K
for fiscal year ended February 28, 1998 filed on May 29, 1998.
(22) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1998 filed October 15,
1998.
(23) Incorporated by reference from the Company's Report on Form 8-K
dated December 15, 1998.
(24) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended November 30, 1998 filed January 14,
1999.
(25) Incorporated by reference from the Company's Annual Report on Form 10-K
for the Fiscal Year Ended February 28, 1999 filed on May 28, 1999.
(26) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended May 31, 1999 filed July 12, 1999.
15
<PAGE>17
(27) Incorporated by reference from the Company's Quarterly Report on Form
10-Q for the quarterly period ended August 31, 1999 filed October 15,
1999.
* Compensatory plan filed as an exhibit pursuant to Item 14(c) of this
report.
** Previously filed.
16
