<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
ARGOSY GAMING COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
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<PAGE>
[LOGO]
ARGOSY GAMING COMPANY
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 22, 1999
------------------------
The Annual Meeting of Stockholders of Argosy Gaming Company ("Argosy" or the
"Company") will be held at the Sioux City Convention Center, Room 2, 801 Fourth
Street, Sioux City, Iowa 51101 on Thursday, April 22, 1999, at 2:00 p.m., local
time, for the following purposes:
1. To elect two directors to hold office until the 2002 Annual Meeting of
Stockholders; and
2. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items are fully discussed in the Proxy Statement accompanying
this Notice. A copy of the Company's Annual Report is also enclosed.
The close of business on February 26, 1999 has been fixed as the record date
for the meeting. Only stockholders of record at that time are entitled to notice
of and to vote at the meeting and any adjournment or postponement thereof.
All stockholders are cordially invited to attend the meeting. However, to
assure your representation at the meeting, the Board of Directors of Argosy urge
you to date, execute 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.
DONALD J. MALLOY
SECRETARY
March 18, 1999
<PAGE>
ARGOSY GAMING COMPANY
219 PIASA STREET
ALTON, ILLINOIS 62002
------------------------
PROXY STATEMENT
------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Argosy Gaming Company ("Argosy" or the
"Company") for use in voting at the Annual Meeting of Stockholders (the
"Meeting") to be held at the Sioux City Convention Center, Room 2, 801 Fourth
Street, Sioux City, Iowa 51101 on Thursday, April 22, 1999, at 2:00 p.m. local
time, and at any postponement or adjournment thereof, for the purposes set forth
in the attached notice. This proxy statement, the attached notice and the
enclosed proxy are being sent to stockholders on or about March 18, 1999.
The Board of Directors does not intend to bring any matters before the
Meeting except those indicated in the notice. If any other matters properly come
before the Meeting, however, the persons named in the enclosed proxy, or their
duly constituted substitutes acting at the Meeting, will be authorized to vote
or otherwise act thereon in accordance with their judgment on such matters.
If proxies are properly dated, executed and returned, the shares they
represent will be voted at the Meeting in accordance with the instructions of
the stockholder. If no specific instructions are given, the shares will be voted
FOR the election of the two nominees for director set forth herein and with
respect to any other matter that may properly come before the meeting, in the
discretion of the persons voting the respective proxies.
A stockholder giving a proxy has the power to revoke it at any time prior to
its exercise by voting in person at the meeting, by giving written notice to the
Secretary of the Company prior to the Meeting, or by giving a later dated proxy.
The solicitation of proxies from the stockholders is being made by the Board
of Directors and management of the Company and the cost of solicitation,
including the cost of preparing and making the Proxy Statement, the Proxy,
Notice of Annual Meeting and Annual Report is being paid for by the Company.
1
<PAGE>
RECORD DATE, REQUIRED VOTE,
OUTSTANDING SHARES AND HOLDINGS
OF CERTAIN STOCKHOLDERS
RECORD DATE AND OUTSTANDING SHARES
At the close of business on February 26, 1999, the record date fixed for the
determination of stockholders entitled to notice of and to vote at the Meeting,
there were outstanding 27,668,717 shares of the Company's common stock, par
value $0.01 per share, ("Common Stock"), the only class of voting securities
outstanding. Only the record holders of Common Stock as of the close of business
on February 26, 1999 will be entitled to vote. The presence at the Meeting, in
person or by proxy, of stockholders entitled to cast a majority of the votes
which all stockholders are entitled to cast will constitute a quorum. Each share
of Common Stock is entitled to one vote, without cumulation, on each matter to
be voted upon at the Meeting. See "Election of Directors."
In addition, there are outstanding $115,000,000 of the Company's Convertible
Subordinated Notes Due 2001 (the "Convertible Notes"), which are convertible
into Common Stock of the Company at any time prior to maturity at a conversion
price of $17.70 per share. Although no Convertible Notes have been converted
into Common Stock as of the record date, these securities represent an
additional 6,497,175 shares of Common Stock that may be outstanding in the
future.
Further, at the close of business on February 26, 1999 there were
outstanding 119 shares of the Company's Series A Convertible Preferred Stock
(the "Series A Shares") which are convertible into Common Stock and 292,612
separate detachable Warrants to Purchase Common Stock ("Warrants"). As of the
close of business on March 8, 1999 all 800 issued and outstanding shares of the
Series A Shares had been converted into 3,641,991 shares of Common Stock.
Warrants remain outstanding, which entitle the holders thereof to purchase
292,612 shares of Common Stock at an exercise price of $3.89 per share.
REQUIRED VOTE
Only votes cast in person at the Meeting or by proxy received by the Company
before commencement of the Meeting will be counted at the Meeting. The election
of the nominees for director (the "Proposal") will become effective only upon
the affirmative vote of shares of Common Stock representing a majority of the
votes cast on the Proposal (whether for or against or abstained on such
Proposal). Votes cast as abstentions will not be counted as a vote for or
against the Proposal, but will nevertheless have the effect of increasing the
total votes cast on the matter and thus increase the number of votes necessary
to effectuate the Proposal. So called "broker non-votes" (brokers failing to
vote by proxy shares of the Company's Common Stock held in nominee name for
customers) will not be counted at the Meeting. The effect of such broker
non-votes is to decrease the total votes cast on the matter and thus decrease
the number of votes necessary to effectuate the Proposal. The executive officers
and directors of the Company own shares, and exercisable rights to acquire
shares, representing an aggregate of 8,095,823 shares of Common Stock or 28.8%
of the outstanding shares of Common Stock (See "Security Ownership of Certain
Beneficial Owners and Management"). Such officers and directors have indicated
an intention to the Company to vote in favor of the Proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the close of business on February 26,
1999, certain information with respect to the beneficial ownership of Common
Stock and shares of Common Stock represented by convertible securities
beneficially owned by (i) each director of the Company, (ii) the most highly
compensated executive officers of the Company (collectively, the "named
officers"), (iii) all executive officers and directors as a group and (iv) each
stockholder who is known to the Company to be the beneficial owner, as defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
2
<PAGE>
"Exchange Act"), of more than 5% of the outstanding Common Stock. Each of the
persons listed below has sole voting and investment power with respect to such
shares, unless otherwise indicated.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK
REPRESENTED BY
CONVERTIBLE
SECURITIES
COMMON STOCK BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED (A) OF CLASS
- ------------------------------------------- ------------------------- ---------------- ------------
<S> <C> <C> <C>
DIRECTORS AND NAMED OFFICERS:
William F. Cellini 1,843,456(b)(c) 31,075 6.7%
219 Piasa Street
Alton, IL 62002
Edward F. Brennan 22,000(d) -- *
219 Piasa Street
Alton, IL 62002
George L. Bristol 3,000(d) -- *
219 Piasa Street
Alton, IL 62002
F. Lance Callis 1,537,778 17,512 5.6
219 Piasa Street
Alton, IL 62002
Jimmy F. Gallagher 1,337,778 -- 4.8
219 Piasa Street
Alton, IL 62002
William J. McEnery 1,527,778 -- 5.5
219 Piasa Street
Alton, IL 62002
John B. Pratt, Sr. 1,324,124(e) -- 4.7
219 Piasa Street
Alton, IL 62002
James B. Perry 300,000(d)(f) -- *
219 Piasa Street
Alton, IL 62002
James A. Gulbrandsen 75,000(d)(g) -- *
219 Piasa Street
Alton, IL 62002
Arnold Block 10,156(d) -- *
219 Piasa Street
Alton, IL 62002
Brenda K. Bauer 1,000 -- *
219 Piasa Street
Alton, IL 62002
Larry Kinser -- -- *
219 Piasa Street
Alton, IL 62002
All directors and executive officers as a 8,047,236(d) 48,587 28.8%
group (15 persons)
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK
REPRESENTED BY
CONVERTIBLE
SECURITIES
COMMON STOCK BENEFICIALLY PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OWNED (A) OF CLASS
- ------------------------------------------- ------------------------- ---------------- ------------
<S> <C> <C> <C>
PRINCIPAL STOCKHOLDERS:
Kornitzer Capital Management, Inc. 735,400(h) 1,729,661 8.3%
P.O. Box 918
Shawnee Mission, Kansas 66201
Dimensional Fund Advisors, Inc. 1,651,900(i) -- 5.9
1299 Ocean Ave. 11th Floor
Santa Monica, California 90401
James S. Connors 2,291,667(j) -- 8.2
219 Piasa Street
Alton, Illinois 62002
Stephanie Pratt 1,124,124(e) -- 4.0%
Box 104 Moro Road
Moro, IL 62067
</TABLE>
- ------------------------
* Less than 1%
(a) Shares of Common Stock represented by such person's ownership of Convertible
Notes, which are convertible into Common Stock of the Company at any time
prior to maturity at a conversion price of $17.70 per share.
(b) Includes 381,945 shares held in Trust for William F. Cellini, Jr., as
beneficiary with an independent third party as sole trustee and 381,944
shares held in Trust for William F. Cellini, Jr., as beneficiary, with
William F. Cellini, Jr. and William F. Cellini, father of William F.
Cellini, Jr., as co-trustees. Mr. William F. Cellini disclaims beneficial
ownership of the 381,945 shares of Common Stock held in the William F.
Cellini, Jr. Trust by an independent third party as sole trustee.
(c) Includes 381,945 shares held in Trust for Claudia Marie Cellini, as
beneficiary, with an independent third party as sole trustee and 381,944
shares held in Trust for Claudia Marie Cellini as beneficiary with Claudia
Marie Cellini and William F. Cellini, father of Claudia Marie Cellini, as
co-trustees. Mr. William F. Cellini disclaims beneficial ownership of the
381,945 shares of Common Stock held in the Claudia Marie Cellini Trust by an
independent third party as sole trustee.
(d) Amounts shown include 3,000 shares of Common Stock for Edward F. Brennan,
3,000 shares of Common Stock for George L. Bristol, 10,156 shares of Common
Stock for Arnold Block, 200,000 shares of Common Stock for James B. Perry,
35,000 shares of Common Stock for James A. Gulbrandsen and 316,322 for all
directors and executive officers as a group represented by stock options
exercisable within 60 days of February 26, 1999.
(e) Includes 1,124,125 shares of Common Stock held by Mr. Pratt as Trustee
pursuant to a Voting Trust Agreement with Stephanie Pratt, his
sister-in-law, over which Mr. Pratt exercises sole voting power.
(f) Represents 100,000 shares of restricted Common Stock issued pursuant to an
Employment Agreement dated April 14, 1997 and governed by the terms of a
Restricted Stock Award Certificate and Deposit Agreement.
(g) Represents 40,000 shares of restricted Common Stock issued pursuant to an
Employment Agreement dated May 21, 1997 and governed by the terms of a
Restricted Stock Award Certificate and Deposit Agreement.
(h) According to a Schedule 13G filed with the Securities and Exchange
Commission under the Exchange Act, Kornitzer Capital Management, Inc. has
shared voting power with respect to such shares.
4
<PAGE>
(i) According to a Schedule 13G filed with the Securities and Exchange
Commission under the Exchange Act, Dimensional Fund Advisors, Inc. has sole
voting power with respect to such shares.
(j) From February 25, 1993 until September 8, 1994 Mr. James S. Connors was a
director of the Company.
------------------------
Section 16(b) of the Exchange Act requires the Company's executive officers
and directors and persons who own more than ten percent of a registered class of
the Company's equity securities (collectively, the "reporting persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Company with copies of these reports. Based on the
Company's review of the copies of these reports received by it, and written
representations, if any, received from reporting persons with respect to such
filings, the Company believes that all filings required to be made by the
reporting persons for the period January 1, 1998 to December 31, 1998 were made
on a timely basis.
5
<PAGE>
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 full term of
three years to succeed those directors whose terms are expiring.
At the Meeting, the stockholders will elect two directors to hold office,
subject to the provisions of the Company's By-laws, until the annual meeting of
stockholders in 2002 and until their successors shall have been duly elected and
qualified. Unless contrary instructions are given, the shares represented by the
enclosed proxy will be voted FOR the election of Messrs. William F. Cellini and
William J. McEnery, the nominees set forth below. Proxies cannot be voted for a
greater number of directors than the number of nominees named. See "Record Date,
Required Vote, Outstanding Shares and Holdings of Certain Stockholders."
Messrs. Cellini and McEnery have consented to being named in this proxy
statement and to serve if elected. However, if any nominee at the time of his
election is unable or unwilling to serve or is otherwise unavailable for
election, and as a result another nominee is designated by the Board of
Directors, the persons named in the enclosed proxy, or their substitutes, will
have discretion and authority to vote or refrain from voting for such nominee in
accordance with their judgment.
Each director of the Company is currently required to be licensed to serve
as a director of the Company by the applicable gaming regulatory authorities in
Illinois, Missouri, Louisiana, Indiana and Iowa, and may be subject to similar
requirements in other jurisdictions in which the Company may conduct business.
The nominees have met these requirements in Illinois, Missouri, Louisiana,
Indiana and Iowa. However, should any director be found no longer suitable by
any regulatory authority having jurisdiction over the Company, that individual
shall become ineligible to serve on the Board of Directors and a majority of the
remaining directors may appoint a qualified replacement to serve as director for
the remaining term of the disqualified director.
As a result of the resignation of J. Thomas Long on January 13, 1997, a
vacancy exists on the Board of Directors. Mr. Long's term was set to expire at
the annual meeting of stockholders in 1999. Pursuant to the By-Laws of the
Company the vacancy may be filled for the remainder of the term by a majority of
the directors then in office. As of March 17, 1999 the Board of Directors of the
Company has not filled such vacancy.
The nominees for election as directors, together with certain information
about them, is contained below.
<TABLE>
<CAPTION>
DIRECTOR PRESENT POSITION WITH THE
NAME AGE SINCE COMPANY
- -------------------------------------------- --- ----------- --------------------------------
<S> <C> <C> <C>
William F. Cellini 64 1993 Director
William J. McEnery 56 1993 Director
</TABLE>
WILLIAM F. CELLINI has been Chairman of the Company's Board of Directors
since February 1993. Mr. Cellini has served as Chief Executive Officer of New
Frontier Group, a real estate development, management and construction concern
with offices in Chicago and Springfield, Illinois since 1977. Mr. Cellini is a
member of the Nominating Committee of the Board of Directors.
WILLIAM J. MCENERY has owned and operated Gas City, Ltd., an operator of
gasoline stations and convenience stores in Illinois and Florida headquartered
in Frankfort, Illinois since 1965. Since 1982, Mr. McEnery has owned and
operated A.D. Connor, Inc., a petroleum products hauling concern located in
Frankfort, Illinois. Since 1975, Mr. McEnery has owned and operated Bell Valley
Farms, Inc., an owner and operator of harness racing training facilities located
in Lockport, Illinois. Since 1992, and from the date of their respective
formation Mr. McEnery has been a Director and investor in each of Empress
Entertainment, Inc., Empress Joliet, Empress Hammond and Empress Financial. Mr.
McEnery has been a member of the Company's Board of Directors since February
1993 and is a member of its Compensation Committee.
RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF ITS NOMINEES TO SERVE ON THE COMPANY'S BOARD OF DIRECTORS.
6
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of the Company's directors
and executive officers.
<TABLE>
<CAPTION>
NAME AGE POSITION
- --------------------------- --- ---------------------------------------------------------------------
<S> <C> <C>
William F. Cellini 64 Chairman of the Board of Directors
George L. Bristol (a) 58 Director
Jimmy F. Gallagher (a) 70 Director
William J. McEnery 56 Director
F. Lance Callis (b) 63 Director
John B. Pratt, Sr. (b) 76 Director
Edward F. Brennan (b) 57 Director
James B. Perry 49 President and Chief Executive Officer
Donald J. Malloy 37 Vice President, Secretary and Corporate Counsel
James A. Gulbrandsen 58 Vice President--Operations
Dale R. Black 35 Vice President and Chief Financial Officer
Virginia M. McDowell 41 Vice President--Sales and Marketing
</TABLE>
- ------------------------
(a) Messrs. Gallagher and Bristol comprise a class of directors whose term
expires in 2000.
(b) Messrs. Callis, Pratt and Brennan comprise a class of directors whose term
expires in 2001.
WILLIAM F. CELLINI has been Chairman of the Company's Board of Directors
since February 1993. Mr. Cellini has served as Chief Executive Officer of New
Frontier Group, a real estate development, management and construction concern
with offices in Chicago and Springfield, Illinois since 1977. Mr. Cellini is a
member of the Nominating Committee of the Board of Directors.
GEORGE L. BRISTOL has been President of GLB, Inc., a consulting firm since
1977. He has been a member of the Board of Directors of the Company since
January 1995 and is a member of its Audit Committee. Mr. Bristol was the Acting
Chief Executive Officer of the Company from January 13, 1997 to April 20, 1997.
JIMMY F. GALLAGHER has been a director of the Company since February 1993
and is currently a member of its Nominating Committee and Audit Committee. Mr.
Gallagher retired from the gaming industry in March 1991. From March 1990 to
March 1991, he was Supervisor of Casino Games for the Park Hotel and Casino in
Las Vegas, Nevada.
WILLIAM J. MCENERY has owned and operated Gas City, Ltd., an operator of
gasoline stations and convenience stores in Illinois and Florida headquartered
in Frankfort, Illinois since 1965. Since 1982, Mr. McEnery has owned and
operated A.D. Connor, Inc., a petroleum products hauling concern located in
Frankfort, Illinois. Since 1975, Mr. McEnery has owned and operated Bell Valley
Farms, Inc., an owner and operator of harness racing training facilities located
in Lockport, Illinois. Since 1992 and from the date of their respective
formation, Mr. McEnery has been a Director and investor in each of Empress
Entertainment, Inc., Empress Joliet, Empress Hammond and Empress Financial. Mr.
McEnery has been a member of the Company's Board of Directors since February
1993 and is a member of its Compensation Committee.
F. LANCE CALLIS has been a partner with the law firm of Callis, Papa,
Jackstadt & Halloran P.C. (formerly Pratt & Callis, P.C.), with offices in St.
Louis, Missouri and Granite City, Illinois, since 1986. Mr.
7
<PAGE>
Callis has been a member of the Board of Directors of the Company since February
1993 and is a member of its Compensation Committee and Nominating Committee.
JOHN B. PRATT, SR. has practiced law in White Hall, Illinois as a sole
practitioner since 1986. He has been a member of the Board of Directors of the
Company since February 1993 and is a member of its Compensation Committee,
Nominating Committee and Audit Committee.
EDWARD F. BRENNAN has been a partner with the law firm of Brennan, Jones &
Brennan P.C. (formerly Brennan, Cates & Constance) in Belleville, Illinois since
1987. He has been a member of the Board of Directors of the Company since
January 1995, and also serves on the Audit Committee and Compensation Committee
of the Board of Directors.
JAMES B. PERRY has been President and Chief Executive Officer of the Company
since April 21, 1997. From August 1996 to April 1997, Mr. Perry was President of
the Hospitality Group of Keating Building Group. From 1976 to August 1996, Mr.
Perry was employed by Aztar Corporation in numerous positions, including
President and General Manager of TropWorld Casino and Entertainment Resort in
Atlantic City, New Jersey.
DONALD J. MALLOY has been Vice President, Secretary and Corporate Counsel
since January 8, 1999. From January 1, 1996 to January 7, 1999 Mr. Malloy served
as corporate counsel. From June 1990 to December 1995 Mr. Malloy was an attorney
with Winston & Strawn in Chicago Illinois.
JAMES A. GULBRANDSEN has been Vice President--Operations since June 1, 1997.
From late 1996 to May 1997 Mr. Gulbrandsen was retired. From 1992 to 1996 Mr.
Gulbrandsen was an owner/operator of the Womack Casino in Cripple Creek,
Colorado.
DALE R. BLACK has been the Vice President and Chief Financial Officer since
April 1998. From April 1993 to March 1998 Mr. Black served as Corporate
Controller.
VIRGINIA M. MCDOWELL has been Vice President--Sales and Marketing since June
1, 1997. From September 1996 to May 1997, Ms. McDowell was General Manager of
the Northeast Office of Casino Data Systems, Inc. From 1984 to August 1996 Ms.
McDowell held numerous positions with Aztar Corporation including Vice President
of Business Development of TropWorld Casino and Entertainment Resort in Atlantic
City, New Jersey.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company receive a fee of $25,000 per
annum plus $1,000 per board meeting and $900 per committee meeting. An
additional annual fee of $2,500 is paid to each committee chairman. Directors
who are employees of the Company do not receive additional compensation for
service as a director. In addition, pursuant to the 1993 Directors Stock Option
Plan ("Directors Option Plan") each non-employee director is granted as of the
date of their election a non-qualified stock option for 3,000 shares of Common
Stock exercisable 1,000 as of date of grant and 1,000 on the first and second
anniversaries of the date of grant. The option price for directors is the market
price of the Common Stock as of the date of grant. Since the inception of the
Directors Option Plan, options representing 27,000 shares of Common Stock have
been issued under the Directors Option Plan, of which 6,000 are currently
outstanding, 6,000 are exercisable and 15,000 have expired unexercised and 6,000
have been forfeited as a result of director resignations.
8
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors has established permanent audit, compensation and
nominating committees. The membership of each of these committees is determined
from time to time by the Board of Directors and, to date, only outside directors
have served on these committees. The Audit Committee, which held five meetings
during 1998, consists of Messrs. Brennan, Pratt, Gallagher and Bristol. The
Compensation Committee, which held two meetings in 1998, consists of Messrs.
McEnery, Callis, Brennan and Pratt. The Nominating Committee, which held one
meeting in 1998, consists of Messrs. Callis, Cellini, Pratt, and Gallagher. The
Nominating Committee met in February 1999 to propose two nominees whose election
to the Company's Board of Directors is a subject of this proxy statement.
The Audit Committee, subject to the requirements of the applicable state
gaming laws and regulatory authorities, appoints a firm of independent certified
public accountants to audit the books and accounts of the Company. In addition,
the Committee reviews and approves the scope and cost of all services (including
non-audit services) provided by the firm selected to conduct the audit. The
Committee also monitors the effectiveness of the audit effort and financial
reporting, and inquires into the adequacy of financial and operating controls.
The Compensation Committee reviews and approves salaries and other matters
relating to compensation of the senior officers of the Company, including the
administration of the Stock Option Plan. The Compensation Committee also
formulates the Company's compensation policies and recommends compensation
programs to the Board of Directors.
The Company's Board of Directors met 15 times during fiscal 1998. No member
of the Board of Directors participated in fewer than 75% of the aggregate of the
total number of meetings of the Board of Directors and the total number of
meetings held by all committees on which such director served.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth annual and long-term compensation for the
Company's Chief Executive Officer and four other most highly compensated
officers during 1998 (collectively, the "named executive officers"), as well as
certain other compensation information for the named executive officers during
the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
(a)
ANNUAL COMPENSATION -------------------------
-------------------------------------- RESTRICTED
OTHER ANNUAL STOCK AWARDS STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (b) $ OPTIONS (#) COMPENSATION
- ---------------------------- --------- --------- --------- ---------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
James B. Perry(c) .......... 1998 $ 400,010 $ -- -- $ -- 74,000 $ 21,950(d)
President and Chief 1997 276,475 -- -- 362,500(e) 226,000 19,512(d)
Executive Officer
James A. Gulbrandsen ....... 1998 225,000 -- -- -- -- 4,393(f)
Vice President--Operations 1997 134,276 -- -- 135,000(g) 105,000 40,786(f)
Arnold Block ............... 1998 184,999 197,255 -- -- -- 2,000(h)
General Manager 1997 184,999 75,000 -- -- -- 18,419(h)
Argosy Casino & Hotel 1996 178,077 -- -- 19,153(h)
Lawrenceburg
Brenda K. Bauer ............ 1998 178,846 105,588 -- -- -- 966(i)
General Manager 1997 45,673 -- -- -- -- 5,209(i)
Alton Belle Casino
Larry Kinser ............... 1998 171,346 43,110 -- -- -- --
General Manager 1997 -- -- -- -- -- --
Argosy Riverside Casino
</TABLE>
- ------------------------------
(a) The Company does not have long-term incentive plans and has not granted
stock appreciation rights.
(b) For each person named, "Other Annual Compensation" is below the level where
disclosure would be required.
(c) Mr. Perry was named President and Chief Executive Officer on April 21, 1997.
(d) All other compensation for 1998 includes a $19,950 reimbursement related to
moving and $2,000 of matching contributions to the Company's 401 K Employee
Savings Plan and for 1997 includes a $15,574 reimbursement related to moving
and $3,938 of matching contributions to the Company's 401(k) Employee
Savings Plan.
(e) Represents 100,000 shares of restricted Common Stock issued pursuant to an
Employment Agreement dated April 21, 1997 and governed by the terms of a
Restricted Stock Award Certificate and Deposit Agreement.
(f) All other compensation for 1998 includes a $2,393 reimbursement related to
moving and $2000 of matching contributions to the Company's 401(k) Employee
Savings Plan and for 1997 includes a $37,750 reimbursement related to moving
and $3,236 of matching contributions to the Company's 401(k) Employee
Savings Plan.
(g) Represents 40,000 shares of restricted Common Stock issued pursuant to an
Employment Agreement dated May 21, 1997 and governed by the terms of a
Restricted Stock Award Certificate and Deposit Agreement.
(h) All other compensation for 1996 and 1997 includes $14,403 and $13,669,
respectively, of temporary living expenses. In 1996, 1997 and 1998,
respectively, Mr. Block received $4,750, $4,750 and $2000 of matching
contributions to the Company's 401(k) Employee Savings Plan.
(i) All other compensation for 1998 includes $966 matching contribution to the
Company's 401(k) Employee Savings Plan and for 1997 includes a $5,209
reimbursement related to moving.
10
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning options granted by the
Company during the year ending December 31, 1998 to the named executive
officers.
<TABLE>
<CAPTION>
INDIVIDUAL % OF
NUMBER OF TOTAL OPTIONS GRANTS
SECURITIES GRANTED TO EXERCISE GRANT DATE
UNDERLYING EMPLOYEES IN PRICE EXPIRATION PRESENT VALUE
NAME OPTIONS GRANTED FISCAL YEAR ($/SHARE) DATE (A)
- ---------------------------------- --------------- --------------- ------------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
James B. Perry.................... 74,000 32% $3.4375 4/21/07 $111,000
</TABLE>
- ------------------------
(a) The dollar amounts of grant date present value set forth in this column were
valued using the Black-Scholes model for valuing stock options, as provided
by the Securities and Exchange Commissions executive compensation disclosure
rules. Significant assumptions used to prepare this valuation include: stock
price volatility of 0.527 (calculated using historical stock price
volatility calculated using consecutive monthly closing stock prices from
the initial public offering date (February 18, 1993) through the grant
date), a risk-free rate of 6%, a dividend yield of 0% and an expected life
of 3 years. No assurances can be made that the amounts reflected will be
achieved.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information concerning options exercised
during 1998 and presents the value of unexercised options held by the named
executive officers at fiscal year end.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES ACQUIRED OPTIONS AT FISCAL YEAR IN- THE-MONEY OPTIONS
ON EXERCISE VALUE END (#) EXERCISABLE/ AT FISCAL YEAR END (B)
NAME (#)(A) REALIZED ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------------------------- --------------- ------------- ----------------------- -----------------------
<S> <C> <C> <C> <C>
James B. Perry.......................... -- -- 200,000/100,000 $ 0
James A. Gulbrandsen.................... -- -- 35,000/70,000 0
Arnold L. Block......................... -- -- 10,156/2,500 0
Brenda K. Bauer......................... -- -- -- --
Larry Kinser............................ -- -- -- --
</TABLE>
- ------------------------
(a) No options were exercised by the named executive officers during 1998.
(b) The last reported sale price of the Common Stock on the New York Stock
Exchange on December 31, 1998 was $2.6875.
EMPLOYMENT AND OTHER AGREEMENTS
Mr. James B. Perry entered into a three year employment agreement on April
21, 1997 pursuant to which Mr. Perry agreed to serve as President and Chief
Executive Officer of the Company. Under the terms of the agreement, Mr. Perry is
to be paid $400,000 annually. In addition, Mr. Perry received a commitment from
the Company to issue to him 300,000 options when such options become available
under the Company's 1993 Employee Stock Option Plan. Further, Mr. Perry was
issued 100,000 shares of restricted Common Stock of the Company to be held in
escrow with 40% of such shares released from escrow after 18 months provided Mr.
Perry was still employed by the Company and the remainder released from escrow
at the end of the three year employment agreement term provided Mr. Perry is
still employed by the Company. In the event of a change in control of the
Company, Mr. Perry receives a payment equal to one times his annual salary. The
non-competition provision of the agreement restricts Mr. Perry from engaging in
competition in any jurisdictions where the Company maintains gaming facilities
(including managed properties) for a period of 12 months following resignation
or termination.
Mr. James A. Gulbrandsen entered into a three year employment agreement on
May 21, 1997 pursuant to which Mr. Gulbrandsen agreed to serve as Vice President
of Operations of the Company.
11
<PAGE>
Under the terms of the agreement, Mr. Gulbrandsen is to be paid $225,000
annually. In addition, Mr. Gulbrandsen received 105,000 stock options. Further,
Mr. Gulbrandsen was issued 40,000 shares of restricted Common Stock of the
Company to be held in escrow with 40% of such shares released from escrow after
18 months, provided Mr. Gulbrandsen was still employed by the Company and the
remainder released from escrow at the end of the three year employment agreement
term, provided Mr. Gulbrandsen is still employed by the Company. In the event of
a change in control of the Company, Mr. Gulbrandsen receives a payment equal to
one times his annual salary. The non-competition provision of the agreement
restricts Mr. Gulbrandsen from engaging in competition in any jurisdiction where
the Company maintains gaming facilities (including managed properties) for a
period of 12 months following resignation or termination.
Mr. Arnold L. Block entered into an employment agreement dated as of
September 1, 1997, pursuant to which Mr. Block agreed to serve as general
manager of the Company's facility in Lawrenceburg, Indiana. Under the terms of
the agreement, Mr. Block is to be paid $185,000 annually. In addition, Mr. Block
is a participant in the Company's Management Incentive Bonus Plan for Divisions.
In the event of a change in control of the Company in which Mr. Block is not
retained or is offered a lesser position, Mr. Block receives a payment equal to
one times his annual salary. The non-competition provision of the Agreement
restricts Mr. Block from engaging in competition in any jurisdiction where the
Company maintains gaming facilities (including managed properties) for a period
of 12 months following termination.
Mr. Larry Kinser entered into an employment agreement dated as of December
8, 1997 pursuant to which Mr. Kinser agreed to serve as general manager of the
Company's facility in Riverside, Missouri. Under the terms of the agreement, Mr.
Kinser is to be paid $165,000 annually. In addition, Mr. Kinser is a participant
in the Company's Management Incentive Bonus Plan for Divisions. In the event of
a change of control of the Company in which Mr. Kinser is not retained or is
offered a lesser position, Mr. Kinser receives a payment equal to one times his
annual salary. The non-competition provision of the Agreement restricts Mr.
Kinser from engaging in competition in any jurisdiction where the Company
maintains gaming facilities (including managed properties) for a period of 12
months following termination.
Ms. Brenda K. Bauer entered into an employment agreement dated as of August
11, 1997, pursuant to which Ms. Bauer agreed to serve as general manager of the
Company's facility in Alton, Illinois. Under the terms of the agreement, Ms.
Bauer is to be paid $165,000 annually. In addition, Ms. Bauer is a participant
in the Company's Management Incentive Bonus Plan for Divisions. In the event of
a change of control of the Company in which Ms. Bauer is not retained or is
offered a lesser position, Ms. Bauer receives a payment equal to one times her
annual salary. The non-competition provision of the Agreement restricts Ms.
Bauer from engaging in competition in any jurisdiction where the Company
maintains gaming facilities (including managed properties) for a period of 12
months following termination.
12
<PAGE>
REPORT OF COMPENSATION COMMITTEE ON REPRICING
The Company's employee stock option plans were adopted to attract, retain
and motivate key employees of the Company and to align the interests of those
key employees with those of the Stockholders of the Company. The Compensation
Committee ("the Committee") of the Board of Directors determined that an
imbalance existed between the exercise prices under many of the outstanding
stock options and the prevailing market price for the Common Stock, thereby
negating the effectiveness of the stock options to retain and motivate key
employees. To restore the effectiveness, the Committee repriced certain
outstanding employee stock options with exercise prices ranging from $16.75 to
$19.375 per share. In total 625,373 shares were exchanged for 157,524 shares
having an exercise price of $4.25 per share (the fair market value at November
7, 1997, the date of the repricing).
The repriced options will vest in accordance with the prior vesting
schedule.
F. Lance Callis
William J. McEnery
Edward F. Brennan
John B. Pratt, Sr.
<TABLE>
<CAPTION>
TEN-YEAR OPTION REPRICINGS
--------------------------------------------------------------------------------------
NUMBER OF
SECURITIES LENGTH OF ORIGINAL
UNDERLYING MARKET PRICE OF EXERCISE PRICE OPTION TERM
OPTIONS STOCK AT TIME OF AT TIME OF REMAINING AT DATE OF
REPRICED OR REPRICING OR REPRICING OR NEW EXERCISE REPRICING OR
NAME DATE AMENDED AMENDMENT($) AMENDMENT($) PRICE ($) AMENDMENT
- ----------------------- ------------ ----------- ----------------- --------------- --------------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Arnold L. Block........ 3-4-98 12,500(a) 3.8125 16.75 4.25 6 Years 138 Days
156(b) 3.8125 19.375 4.25 5 Years 289 Days
</TABLE>
- ------------------------
(a) Prior to the repricing Mr. Block held 50,000 options exercisable at $16.75
(b) Prior to the repricing Mr. Block held 709 options exercisable at $19.375
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Company was, during the year
ended December 31, 1998, an officer, former officer or employee of the Company
or any of its subsidiaries. No executive officer of the Company served as a
member of (i) the compensation committee of another entity in which one of the
executive officers of such entity served on the Company's Compensation
Committee, (ii) the Board of Directors of another entity in which one of the
executive officers of such entity served on the Company's Compensation
Committee, or (iii) the compensation committee of another entity in which one of
the executive officers of such entity served as a member of the Company's Board
of Directors, during the year ended December 31, 1998.
REPORT OF COMPENSATION COMMITTEE
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS OR FUTURE FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
EXCHANGE ACT OF 1934 THAT MIGHT INCORPORATE THIS PROXY STATEMENT OR FUTURE
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, IN WHOLE OR IN PART, THE
FOLLOWING REPORT AND PERFORMANCE GRAPH SHALL NOT BE DEEMED TO BE INCORPORATED BY
REFERENCE INTO ANY SUCH FILINGS.
INTRODUCTION
The Compensation Committee of the Board of Directors is responsible for
recommending executive compensation programs to the Board of Directors and for
making all compensation decisions with respect to the senior managers of the
Company. As of the end of 1998, the Compensation Committee was comprised of the
following directors: F. Lance Callis, William J. McEnery, Edward F. Brennan and
John B. Pratt, Sr.
EXECUTIVE COMPENSATION POLICY
The Compensation Committee endeavors to ensure that the compensation program
for the senior management team of the Company is effective in attracting and
retaining key executives responsible for the success of the Company and is
tailored to promote and align the long-term interests of the Company and its
shareholders. To that end, the Company's executive compensation program is
principally comprised of three elements, base salary, bonus and long-term
incentive compensation in the form of restricted stock grants and non-qualified
stock options.
The Compensation Committee takes into account various qualitative and
quantitative indicators of corporate and individual performance in determining
the level and composition of compensation for the Company's officers. In
particular, the Compensation Committee considers several financial performance
measures, including stock price appreciation and asset, revenue and earnings per
share growth. The Committee also considers achievements that, while difficult to
quantify, are important to the Company's long-term success. The Compensation
Committee also seeks to create a mutuality of interest between the senior
management team and the Company's stockholders by making restricted stock grants
to attract key executives, and by increasing the officer's ownership of Common
Stock through the Stock Option Plan and by tying the senior managers bonus to
stock price appreciation.
In November 1997, the Compensation Committee adopted a comprehensive revised
executive compensation program designed to attract and retain qualified
management employees and incentivize the Company's executive officers. At the
time of the adoption of this plan, the Company's business strategy had evolved
from a development company to primarily an operating company. The base salaries
of certain of the named executive officers for the Company's last completed
fiscal year were initially set pursuant to employment agreements entered into
and arrangements agreed to in 1997. The Compensation Committee also made stock
option grants to certain of the executive officers in April 1998 to recognize
the efforts that were required of such officers in implementing the Company's
new business strategy. In April 1997, the
14
<PAGE>
Compensation Committee revised its prior executive compensation program by
adding the granting of restricted stock in order to attract key senior managers.
BASE SALARY
Salary levels for the Company's senior management team are significantly
influenced by the need to attract and retain management employees with
experience and expertise. In each case, consideration is given both to personal
factors, such as the individual's experience, and the responsibility associated
with his or her position and work performance, and to external factors, such as
salaries paid to similarly situated officers by comparable companies in the
gaming industry. With regard to the latter, the Compensation Committee
recognizes that the Company competes with numerous other companies for a limited
pool of experienced and skilled personnel. Therefore, it is critical that the
Company provide base salaries, incentive compensation and benefits that are
competitive in the casino industry. With respect to the personal factors, the
Compensation Committee makes salary decisions in a structured annual review with
input from the Chief Executive Officer. This annual review considers the
decision-making responsibilities of each position as well as the experience and
work performance of each executive. The Committee views work performance as the
single most important measurement factor. The Committee has periodically
enlisted the assistance of outside compensation consultants to assist in its
annual review.
ANNUAL BONUS
The Compensation Committee established in November 1997, with an effective
date of January 1, 1998 a performance bonus plan, whereby the Company's senior
officers are rewarded based upon the Company's stock performance. The incentive
bonus is based entirely upon the increases in the Company's stock price for each
quarter versus the prior quarter and is paid out over the next four quarters.
The eligible senior managers receive a percentage of their quarterly base salary
based upon the amount of the increase of the stock price for the quarter versus
the prior quarter. Decreases in the stock price in a quarter versus the prior
quarter result in reductions of the unpaid amounts from previous quarters.
Except for a discretionary bonus pool of $100,000 in the aggregate divided among
certain corporate employees, no bonuses were paid under the bonus performance
plan in 1998.
The Company's general managers are participants in a similar incentive base
plan which is based on quarterly increases in earning before interest, taxes,
depreciation and amortization ("EBITDA") versus the prior years quarter.
STOCK OPTIONS
The Compensation Committee believes that the Company's financial performance
should be an important factor in the total compensation of the Company's senior
managers. Accordingly, the grant of non-qualified stock options is a major
component of overall executive compensation for the Company. The Compensation
Committee believes that the granting of stock options encourages the Company's
officers to pursue long-term goals and objectives that promote shareholder
value. In addition, in light of the entrepreneurial opportunities available to
individual executives in the dockside and riverboat casino industry, the Company
believes that providing an equity stake in the Company is vital in attracting
and retaining key executives.
The total of targeted or projected values of individual stock option grants
at the date of grant is set by the Compensation Committee considering market
practices for similar positions in similar industries and similar business
situations. In light of the efforts of senior managers in implementing the new
business strategy, other than with respect to the grant of stock options and
restricted stock attributable to the hiring of new senior managers and executive
officers, the Compensation Committee awarded stock options equal to 232,156
shares of Common Stock in 1998.
15
<PAGE>
RESTRICTED STOCK
The Compensation Committee believes that the Company's financial performance
should be an important factor in the total compensation of the Company's senior
managers and that the Company's senior managers should have a portion of their
total compensation paid in stock, to give the senior managers a long-term stake
in the business and to align the senior managers' interests with those of the
Company's stockholders. These grants which have been made to attract qualified
senior managers, align the senior managers' interests with the stockholders
interests as the size of the senior managers' reward is dependent on the
Company's stock performance. Restricted Stock awards are particularly useful in
attracting outside executive officer candidates and have been granted with a
vesting schedule of 40% after 18 months, provided the senior manager is still
employed by the Company and the remainder after three years, provided the senior
manager is still employed by the Company. No restricted stock awards were made
in 1998.
CHIEF EXECUTIVE OFFICER COMPENSATION
Based upon the assessment of the criteria outlined above, the Compensation
Committee also established the compensation levels of the Company's Chief
Executive Officer, James B. Perry, and entered into an employment agreement in
April 1997. Under the terms of such agreement, Mr. Perry, who also serves as
President of the Company, was granted an annual base salary of $400,000. In
addition, Mr. Perry was also entitled to participate in the Company's incentive
stock option programs and was granted restricted Common Stock.
DEDUCTIBILITY OF COMPENSATION
For taxable years beginning January 1, 1994, Section 162(m) of the Internal
Revenue Code of 1986 generally limits to $1,000,000 per person the Company's
federal income tax deduction for compensation paid in any year to its Chief
Executive Officer and each of its four other highest paid executive officers to
the extent such compensation is not "performance based" within the meaning of
Section 162(m). The Compensation Committee believes that options granted under
the Stock Option Plan meet the requirements for performance based deductible
compensation. Under certain circumstances, compensation paid to an executive
officer of the Company could exceed the qualifying compensation limit for
deductibility under Section 162(m). The Compensation Committee will consider
ways to preserve the deductibility of compensation payments and benefits in
light of the limitation on deductibility under Section 162(m), while retaining
the discretion necessary to ensure executive officers are compensated in a
manner consistent with its compensation objectives.
This report is submitted by F. Lance Callis, William J. McEnery, Edward F.
Brennan and John B. Pratt, Sr., being all of the members of the Compensation
Committee.
F. LANCE CALLIS
WILLIAM J. MCENERY
EDWARD F. BRENNAN
JOHN B. PRATT, SR.
16
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth the cumulative total stockholder return from
December 31, 1993 through December 31, 1998 of the Company, the Nasdaq Broad
Market and the Nasdaq Amusement and Recreation Services Index (the "Peer Group
Index") which the Company considers to be its peer industry group. The graph
assumes an investment of $100 on December 31, 1993 in each of the Common Stock,
the stocks comprising the Nasdaq Broad Market, and the stocks comprising the
Peer Group Index.
COMPARISON OF TOTAL CUMULATIVE RETURN* AMONG ARGOSY GAMING COMPANY
NASDAQ BROAD MARKET INDEX (U.S. COMPANIES), AND A PEER GROUP OF NASDAQ
STOCKS (SIC 7900-7999 -- AMUSEMENT AND RECREATION SERVICES -- U.S. COMPANIES)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS ARGOSY GAMING COMPANY NASDAQ BROAD MARKET (U.S. COMPANIES)
<S> <C> <C>
12/31/93 $100.00 $100.00
12/31/94 $63.80 $97.80
12/31/95 $40.90 $138.30
12/31/96 $24.80 $170.00
12/31/97 $18.50 $208.60
12/31/98 $14.40 $293.20
<CAPTION>
DOLLARS NASDAQ PEER GROUP INDEX (SIC 7900-7999 U.S. COMPANIES)
<S> <C>
12/31/93 $100.00
12/31/94 $59.10
12/31/95 $46.90
12/31/96 $44.70
12/31/97 $53.50
12/31/98 $54.90
</TABLE>
- ------------------------
* Assumes $100 investment in the common stock of Argosy Gaming Company, Nasdaq
Broad Market Index (U.S. Companies), and Peer Group Nasdaq Stocks (SIC
7900-7999 U.S. Companies), derived from compounded daily returns with
dividend reinvestment on the exdate.
17
<PAGE>
MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock trades on the New York Stock Exchange under the
symbol AGY. On February 26, 1999, the Common Stock was held by 1,029
stockholders of record. The following table sets forth the high and low sales
prices per share of Common Stock, as reported by the New York Stock Exchange,
for the periods indicated. These quotations and sales prices do not include
retail mark-ups, mark-downs or commissions.
<TABLE>
<CAPTION>
PRICE RANGE OF
COMMON STOCK
-------------------
YEAR ENDING DECEMBER 31, 1997 HIGH LOW
- ------------------------------ ------- ---------
<S> <C> <C>
1st Quarter................... $ 5 1/4 $ 3 3/8
2nd Quarter................... $ 4 $ 2 3/4
3rd Quarter................... $ 5 3/4 $ 2 15/16
4th Quarter................... $ 5 5/8 $ 3 1/16
<CAPTION>
PRICE RANGE OF
COMMON STOCK
-------------------
YEAR ENDING DECEMBER 31, 1998 HIGH LOW
- ------------------------------ ------- ---------
<S> <C> <C>
1st Quarter................... $ 4 1/2 $ 3 1/4
2nd Quarter................... $ 4 1/8 $ 2 3/4
3rd Quarter................... $ 3 3/16 $ 2 1/16
4th Quarter................... $ 3 $ 1 7/8
</TABLE>
On March 12, 1999, the reported last sales price for the Common Stock was
$5 3/8.
Since the Company's initial public offering in February 1993, the Company
has not declared any cash dividends or distributions on its Common Stock.
Although the Company currently intends to retain its earnings to finance future
growth and therefore has no present intention of paying dividends, this policy
will be reviewed quarterly by the Company's Board of Directors in light of,
among other things, its results of operations, capital requirements, any
restrictions imposed by applicable gaming regulations and restrictions imposed
by the Company's indentures and loan documents.
CERTAIN TRANSACTIONS
The Company believes that the disclosed transactions were made on terms as
favorable to the Company as those available in arms length transactions in the
marketplace.
AGREEMENT WITH H. STEVEN NORTON IN CONNECTION WITH GAMING OPPORTUNITIES IN
INDIANA
Prior to joining the Company in January 1993 to serve as President, Mr. H.
Steven Norton, the Company's former President, advised the Company that he had
been pursuing gaming opportunities in Indiana, and two other jurisdictions (each
a "Potential Venture" and collectively "Potential Ventures"). As of the date
hereof, of such jurisdictions only Indiana has adopted legislation approving
gaming. As part of his employment arrangement with the Company, the Company and
Mr. Norton agreed that Mr. Norton may pursue the Potential Ventures provided he
devotes full time and attention to his duties as an employee of the Company.
With respect to the Potential Ventures other than Indiana, Mr. Norton has
granted to the Company the right of first refusal to participate in such
Potential Ventures, subject to the condition that Mr. Norton and the Company
agree on a satisfactory financial arrangement that may include Mr. Norton having
an equity interest in such Potential Venture together with the Company and other
third parties. If the Company elects not to pursue any of the Potential
Ventures, Mr. Norton may individually pursue such venture, subject to his
obligation to devote his full time to the business of the Company, and the
Company may in such case elect to terminate his employment with the Company.
With respect to the Potential Venture in Indiana, Indiana Gaming Company
("Indiana Gaming"), a wholly owned subsidiary of the Company, as General Partner
has entered into an agreement of limited partnership with Centaur, Inc.
18
<PAGE>
("Centaur"), Conseco Entertainment, L.L.C. ("Conseco") and RJ Investments, Inc.
("RJ"), as limited partners, and opened a riverboat gaming facility in
Lawrenceburg, Indiana. Pursuant to the agreement, Indiana Gaming owns 57.5% of
the Indiana joint venture, Centaur owns 9.5% (of which Mr. Norton has a 25%
equity interest), and Conseco and RJ own the remainder. With respect to the
other Potential Ventures, if the Company pursues a Potential Venture it shall
reimburse Mr. Norton for his expenses in connection therewith incurred during
his employment with the Company. Mr. Norton ceased his employment with the
Company on February 27, 1998.
MATTERS RELATING TO H. STEVEN NORTON.
H. STEVEN NORTON V. JOHN T. CONNORS, ET AL.
In September, 1993, H. Steven Norton, who was then the President of the
Company, filed a cause of action against John T. Connors, a then significant
shareholder of the Company and a former officer of J. Connors Group Inc., a
predecessor entity of the Company ("JCG"), seeking $50 million in damages. Mr.
Norton alleged that Mr. Connors failed to fulfill his promise made in the summer
of 1991 to establish a partnership with Mr. Norton in which each would have an
equal 50% interest in JCG, which had a 25% partnership interest in the Company's
predecessor entity that owned the Alton Belle Casino. As a result of the
reorganization effected immediately prior to its initial public offering, the
Company succeeded to all the rights, properties and assets, and assumed all the
liabilities, of all of its predecessor entities, including JCG. Subsequent to
the filing of the lawsuit, Mr. Connors advised the Company that his dealings
with Mr. Norton, which are the subject of the litigation, were in his capacity
as an officer of JCG, and that the Company should assume the defense and
reimburse Mr. Connors for the approximately $130,000 spent to date on legal
fees, and that any liability resulting from the litigation was assumed by the
Company as a result of Company's reorganization. The Company responded to Mr.
Connors that it believed that his actions and dealings with Mr. Norton were
solely in his individual capacity as a shareholder of JCG, and the Company
declined to assume the defense or reimburse him for previously incurred legal
fees, and the Company denied that it has any liability with respect to such
matter. If, however, JCG were to have been found liable to Mr. Norton as a
result of the actions of Mr. Connors, then the Company could under certain
circumstances be liable to Mr. Norton for any damages awarded against JCG.
In April 1995, Messrs. Norton and Connors agreed to voluntarily dismiss the
lawsuit without prejudice. However, on May 22, 1996 Mr. Norton refiled the suit
against Mr. Connors and is again seeking $50 million in damages. The Company
believes that Mr. Connors will again seek to cause the Company to indemnify and
reimburse him from liability thereunder. Therefore, there can be no assurance
that the lawsuit will not lead to events having a material adverse effect on the
Company.
OTHER MATTERS
Mr. Norton's employment with the Company ended on February 27, 1998. Prior
to the termination of his employment, Mr. Norton asserted that he was entitled
to additional compensation from the Company relating to his efforts in
developing the Lawrenceburg, Indiana casino. The Company's position is that it
has no obligation to Mr. Norton relating to the Lawrenceburg, Indiana casino.
The Company expects that if no agreement is reached with respect to Mr. Norton's
Lawrenceburg claim and other severance related claims, Mr. Norton will commence
a cause of action against the Company, which the Company will vigorously defend.
CONSULTING AGREEMENT -- J THOMAS LONG
In consideration for rendering consulting services to the Company, Mr. Long,
the Company's former Chief Executive Officer, received for the period ending
December 31, 1997 the amounts otherwise payable to Mr. Long under his employment
agreement and for the period commencing January 1, 1998 and ending December 31,
1999 Mr. Long shall receive a consulting fee of $175,000 per year. In addition
Mr. Long's
19
<PAGE>
previous employment agreement with the Company provided that the Company pay Mr.
Long's insurance premiums for life.
INDEMNIFICATION AGREEMENTS
The Company has entered into an indemnification agreement with each of its
directors and executive officers to provide them with the maximum
indemnification allowed under the Company's Certificate of Incorporation,
By-Laws and applicable law.
STOCKHOLDER PROPOSALS
Stockholder's proposals intended to be presented at the 2000 Annual Meeting
of Stockholders of the Company must be received in writing by the Company no
later than November 21, 1999 and no earlier than October 22, 1999 for inclusion
in the Company's proxy statement and proxy card relating to the 2000 Annual
Meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has been advised that a representative of Ernst & Young, its
independent auditors, will be present at the Annual Meeting, will be available
to respond to appropriate questions, and will be given an opportunity to make a
statement if he or she so desires.
OTHER MATTERS
If any other matters properly come before the Annual Meeting, it is the
intention of the person named in the enclosed form of proxy to vote the shares
they represent in accordance with the judgments of the persons voting the
proxies.
The Annual Report of the Company for the year ending December 31, 1998, was
mailed to stockholders together with this Proxy Statement.
UPON WRITTEN REQUEST BY ANY STOCKHOLDER ENTITLED TO VOTE AT THE 1999 ANNUAL
MEETING, THE COMPANY WILL FURNISH THAT PERSON WITHOUT CHARGE A COPY OF THE FORM
10-K ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 1998 THAT IS REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING FINANCIAL
STATEMENTS AND SCHEDULES. IF THE PERSON REQUESTING THE REPORT WAS NOT A
STOCKHOLDER OF RECORD ON FEBRUARY 26, 1999, THE REQUEST MUST CONTAIN A GOOD
FAITH REPRESENTATION THAT THE PERSON MAKING THE REQUEST WAS A BENEFICIAL OWNER
OF COMPANY'S COMMON STOCK AT THE CLOSE OF BUSINESS ON THAT DATE. REQUESTS SHOULD
BE ADDRESSED TO DONALD J. MALLOY, ARGOSY GAMING COMPANY, 219 PIASA STREET,
ALTON, ILLINOIS 62002.
By Order of the Board of Directors
DONALD J. MALLOY
SECRETARY
20
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ARGOSY GAMING COMPANY
1999 PROXY
PLEASE MARK IN OVAL IN THE FOLLOWING MANNER USING DARK PEN ONLY.
1. Election of Directors
Nominees: William F. Cellini and William J. McEnery
For All Withheld All For All Except
/ / / / / /
Nominee(s) written below
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A vote FOR Item 1 is recommended by the Board of Directors.
Proposals
2. In their discretion, the proxies are authorized to vote upon any other
business as may properly come before the meeting.
For Against Abstain
/ / / / / /
A vote FOR Item 2 is recommended by the Board of Directors.
Mark here if you plan to attend the meeting. / /
Please sign this proxy and return it promptly whether or not you expect to
attend the meeting. You may nevertheless vote in person if you attend. Please
sign exactly as your name appears herein. Give full title if an Attorney,
Executor, Administrator, Trustee, Guardian, etc. For an account in the name
of two or more persons, each should sign, or if one signs, he should attach
evidence of his authority.
Dated:_______________________, 1999
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Signature
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Signature
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATION MADE. IF NO CHOICES
ARE INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.
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PROXY PROXY
ARGOSY GAMING COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 22, 1999
The undersigned hereby appoints James B. Perry and Dale R. Black, and each of
them, attorneys and proxies, with the power of substitution in each of them,
to vote for and on behalf of the undersigned at the Annual Meeting of
Shareholders of the Corporation to be held on April 22, 1999, and at any
adjournment thereof, upon matters properly coming before the meeting, as set
forth in the related Notice of Meeting and Proxy Statement, both of which
have been received by the undersigned. Without otherwise limiting the general
authorization given hereby, said attorneys and proxies are instructed to vote
as follows:
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE
REVERSE SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.
