<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 18, 2000
------------------------
The Annual Meeting of Stockholders of Argosy Gaming Company ("Argosy" or the
"Company") will be held at Argosy Casino, 777 N.W. Argosy Parkway, Riverside,
Missouri 64150 on Tuesday, April 18, 2000, at 2:00 p.m., local time, for the
following purposes:
1. To elect two directors to hold office until the 2003 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 25, 2000 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.
[LOGO]
DONALD J. MALLOY
SECRETARY
March 15, 2000
<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 Argosy Casino, 777 N.W. Argosy Parkway, Riverside,
Missouri 64150 on Tuesday, April 18, 2000, 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 15, 2000.
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 25, 2000, the record date fixed for the
determination of stockholders entitled to notice of and to vote at the Meeting,
there were outstanding 28,345,104 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 25, 2000 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, at the close of business on February 25, 2000 there were
outstanding 91,440 Warrants to Purchase Common Stock ("Warrants") previously
issued. The Warrants entitle the holders thereof to purchase 91,440 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 8,173,299 shares of Common Stock or 28.1%
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 25,
2000, certain information with respect to the beneficial ownership of Common
Stock 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>
COMMON STOCK PERCENT
NAME OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
- ------------------------ ------------------ --------
<S> <C> <C>
DIRECTORS AND NAMED OFFICERS:
William F. Cellini 1,843,456(a)(b) 6.5%
219 Piasa Street
Alton, IL 62002
Edward F. Brennan 19,000 *
219 Piasa Street
Alton, IL 62002
George L. Bristol 1,000 *
219 Piasa Street
Alton, IL 62002
F. Lance Callis 1,498,778 5.2
219 Piasa Street
Alton, IL 62002
Jimmy F. Gallagher 1,037,778 3.6
219 Piasa Street
Alton, IL 62002
William J. McEnery 1,527,778 5.3
219 Piasa Street
Alton, IL 62002
John B. Pratt, Sr. 1,285,000(c) 4.5
219 Piasa Street
Alton, IL 62002
James B. Perry 478,666(d)(e) 1.6
219 Piasa Street
Alton, IL 62002
Arnold L. Block 14,322(d) *
219 Piasa Street
Alton, IL 62002
G. Dan Marshall 56,153(d) *
219 Piasa Street
Alton, IL 62002
Dale R. Black 41,824(d) *
219 Piasa Street
Alton, IL 62002
Roger L. Archibald 61,961(d) *
219 Piasa Street
Alton, IL 62002
All directors and executive officers as a 8,173,299 28.1%
group (16 persons)
</TABLE>
- ------------------------
* Less than 1%
(a) Includes 381,945 shares of Common Stock held in Trust for William F.
Cellini, Jr., as beneficiary with an independent third party as sole trustee
and 381,944 shares of Common Stock held in Trust for William F. Cellini,
Jr., as beneficiary, with William F. Cellini, Jr. and William F. Cellini,
father of
3
<PAGE>
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.
(b) Includes 381,945 shares of Common Stock held in Trust for Claudia Marie
Cellini, as beneficiary, with an independent third party as sole trustee and
381,944 shares of Common Stock 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.
(c) Includes 1,100,000 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.
(d) Amounts shown include 366,666 shares of Common Stock for James B. Perry,
4,166 shares of Common Stock for Arnold L. Block, 46,153 shares of Common
Stock for G. Dan Marshall, 41,824 shares of Common Stock for Dale R. Black,
35,024 shares of Common Stock for Roger L. Archibald and 647,166 of Common
Stock for all directors and executive officers as a group represented by
stock options exercisable within 60 days of February 25, 2000.
(e) 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.
------------------------
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, 1999 to December 31, 1999 were made
on a timely basis.
4
<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 2003 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. Jimmy F. Gallagher and
George L. Bristol, 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. Gallagher and Bristol 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.
The nominees for election as directors, together with certain information
about them, is contained below.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE PRESENT POSITION WITH THE COMPANY
---- -------- -------- ---------------------------------
<S> <C> <C> <C>
Jimmy F. Gallagher 71 1993 Director
George L. Bristol 59 1995 Director
</TABLE>
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.
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.
5
<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 (a) 65 Chairman of the Board of Directors
George L. Bristol 59 Director
Jimmy F. Gallagher 71 Director
William J. McEnery (a) 57 Director
F. Lance Callis (b) 64 Director
John B. Pratt, Sr. (b) 77 Director
Edward F. Brennan (b) 59 Director
James B. Perry 50 President and Chief Executive Officer
Donald J. Malloy 38 Vice President, Secretary and General Counsel
James A. Gulbrandsen 59 Vice President--Operations
Dale R. Black 36 Vice President and Chief Financial Officer
Virginia M. McDowell 42 Vice President--Sales and Marketing
G. Dan Marshall 55 Vice President, Treasurer and Director of Investor
Relations
Roger L. Archibald 42 Vice President--Planning and Development
R. Ronald Burgess 56 Vice President--Human Resources
</TABLE>
- ------------------------
(a) Messrs. Cellini and McEnery comprise a class of directors whose term expires
in 2002.
(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, Arizona 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
6
<PAGE>
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. 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 and General Counsel since April
1999. From January 1996 to April 1999 Mr. Malloy served as Vice President and
Corporate Counsel. On January 8, 1999 Mr. Malloy assumed the additional role of
Secretary. 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. Prior to joining the Company Mr. Black held various financial
management positions throughout his career in both industry and with a "Big Six"
public accounting firm.
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.
G. DAN MARSHALL has served as Vice President, Treasurer and Director of
Investor Relations since April 1993. Before coming to the Company, Mr. Marshall
spent over 28 years on Wall Street and held numerous executive positions with
such firms as Reich & Tang, First Options of Chicago and A.G. Becker.
ROGER L. ARCHIBALD has been Vice President, Planning and Development at
Argosy since January 31, 1995. Prior to joining the Company, Mr. Archibald spent
15 years at Arthur Andersen & Co.; he started in the audit division and spent
the last 3 years as the Director of Operational Consulting group.
R. RONALD BURGESS has been Vice President, Human Resources since June 1999.
From July 1986 to June of 1999, Mr. Burgess served in several human resources
leadership roles with Harrah's Entertainment and the predecesor organization
Promus Companies and Holiday Corporation in Memphis.
7
<PAGE>
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 none are currently
outstanding, none are exercisable and 21,000 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 four meetings
during 1999, consists of Messrs. Brennan, Pratt, Gallagher and Bristol. The
Compensation Committee, which held five meetings in 1999, consists of
Messrs. Callis, McEnery, Brennan and Pratt. The Nominating Committee, which held
one meeting in 1999, consists of Messrs. Callis, Cellini, Pratt, and Gallagher.
The Nominating Committee met in January 2000 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 11 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 1999 (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
ANNUAL COMPENSATION COMPENSATION (A)
------------------------------------------ --------------------------
RESTRICTED STOCK
OTHER ANNUAL STOCK AWARDS OPTIONS ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (B) $ (#) COMPENSATION
- --------------------------- -------- -------- --------- ---------------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
James B. Perry ............ 1999 $466,162 $263,387 -- -- 200,000 $ 80,908(c)
President and Chief 1998 400,010 -- -- -- 74,000 21,950(c)
Executive Officer 1997 276,475 -- -- 362,500(d) 226,000 19,512(c)
Arnold L. Block ........... 1999 195,673 550,043 -- -- 5,000 22,679(e)
General Manager--Argosy 1998 184,999 197,255 -- -- -- 2,000(e)
Casino & Hotel in 1997 184,999 75,000 -- -- -- 18,419(e)
Lawrenceburg
G. Dan Marshall ........... 1999 167,788 474,424 -- -- -- 49,245(f)
Vice President and 1998 150,000 17,337 -- -- -- 45,700(f)
Treasurer 1997 134,961 -- -- -- -- 5,442(f)
Investor Relations
Dale R. Black ............. 1999 167,788 474,424 -- -- -- 12,739(g)
Vice President and Chief 1998 137,885 16,791 -- -- -- 10,450(g)
Financial Officer 1997 97,308 -- -- -- -- 3,632(g)
Roger L. Archibald ........ 1999 160,673 454,282 -- -- -- 11,800(h)
Vice President--Planning 1998 150,000 17,337 -- -- -- 10,263(h)
and Development 1997 141,154 -- -- -- -- 8,627(h)
</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) 1999--Other compensation includes a car allowance of $9,600, dues of
$17,850, house sale commission of $35,377, matching contributions to the
Company's 401(k) Plan of $2,000, and YTD reimbursement for medical expenses.
1998--Other compensation includes a $19,950 reimbursement related to moving
and matching contributions to the Company's 401(k) Plan of $2,000.
1997--Other compensation includes a $15,574 reimbursement related to moving
and matching contributions to the Company's 401(k) Plan of $3,938.
(d) 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.
(e) 1999--Other compensation includes a car allowance $3,600, reimbursement of
taxable moving expenses of $3,114, stock options exercises $13,985 and
matching contributions to the Company's 401(k) Plan of $2,000.
1998--Other compensation includes matching contributions to the Company's
401(k) Plan of $2,000.
1997--Other compensation includes matching contributions to the Company's
401(k) Plan of $4,750 and $13,669 in temporary living expenses.
(f) 1999--Other compensation includes a housing allowance of $30,000, a car
allowance of $6,000, matching contributions to the Company's 401(k) Plan of
$2,000 and YTD reimbursement for medical expenses.
1998--Other compensation includes car allowance of $6,000, medical
reimbursement of $1,354, housing allowance of $36,346 and matching
contributions to the Company's 401(k) Plan of $2,000.
1997--Other compensation includes a car allowance of $692 and matching
contributions to the Company's 401(k) plan of $4,750.
10
<PAGE>
(g) 1999--Other compensation includes a car allowance of $6,000, matching
contributions to the Company's 401(k) plan of $2,000 and YTD reimbursement
for medical expenses.
1998--Other compensation includes a car allowance of $6,000 medical
reimbursement of $2,450 and matching contributions to the Company's 401(k)
plan of $2,000.
1997--Other compensation includes a car allowance of $692 and matching
contributions to the Company's 401(k) plan of $2,940.
(h) 1999--Other compensation includes a car allowance of $6,000, matching
contributions to the Company's 401(k) plan of $2,000 and YTD reimbursement
for medical expenses.
1998--Other compensation includes a car allowance of $6,000, medical
reimbursement of $2,263 and matching contributions to the Company's 401(k)
plan of $2,000.
1997--Other compensation includes a car allowance of $3,877 and matching
contributions to the Company's 401(k) plan of $4,750.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning options granted by the
Company during the year ending December 31, 1999 to the named executive
officers.
<TABLE>
<CAPTION>
INDIVIDUAL % OF
NUMBER OF TOTAL OPTIONS
SECURITIES GRANTED TO GRANTS
UNDERLYING EMPLOYEES IN EXERCISE PRICE EXPIRATION GRANT DATE
NAME OPTIONS GRANTED FISCAL YEAR ($/SHARE) DATE PRESENT VALUE (A)
- ---- --------------- --------------- -------------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
James B. Perry............. 200,000 73% $7.0625 4/22/09 $608,000
Arnold L. Block............ 5,000 2% $7.0625 4/22/09 $ 15,200
</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 .565 (calculated using historical stock price volatility
calculated using 24 consecutive monthly closing stock prices beginning
January 1998), a risk-free rate of 6%, a dividend yield of 0% and expected
life of three 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 1999 and presents the value of unexercised options held by the named
executive officers at fiscal year end.
<TABLE>
<CAPTION>
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-
ACQUIRED VALUE OPTIONS AT FISCAL YEAR THE-MONEY OPTIONS AT
ON EXERCISE REALIZED END (#) EXERCISABLE/ FISCAL YEAR END (B)
NAME (#)(A) ($) UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- -------- ---------------------- -------------------------
<S> <C> <C> <C> <C>
James B. Perry.................. -- -- 200,000/300,000 $684,599/1,753,401
Arnold L. Block................. 10,156 43,163 2,500/5,000 10,625/35,300
G. Dan Marshall................. -- -- 42,307/7,693 175,496/24,079
Dale R. Black................... -- -- 33,649/16,351 135,323/54,122
Roger L. Archibald.............. -- -- 22,587/27,413 84,303/93,123
</TABLE>
- ------------------------
(a) Options totaling 10,156 were exercised by the named executive officers
during 1999.
(b) The last reported sale price of the Common Stock on the New York Stock
Exchange on December 31, 1999 was $15.5625.
11
<PAGE>
EMPLOYMENT AND OTHER AGREEMENTS
Mr. James B. Perry entered into a new four year employment agreement on
April 22, 1999 pursuant to which Mr. Perry agreed to serve as President and
Chief Executive Officer of the Company. This new agreement replaced an agreement
which was set to expire in April 2000. Under the terms of the agreement, Mr.
Perry is to be paid $500,000 annually for the first two years and $600,000
annually for the last two years. In addition, Mr. Perry received a signing bonus
of $263,387, reimbursement for club dues, not to exceed $75,000, and an
additional 200,000 options under the Company's 1993 Employee Stock Option Plan.
The entire 100,000 restricted share block of Common Stock previously granted to
Mr. Perry pursuant to his original employment agreement will be released from
escrow on April 21, 2000 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. 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 $195,000 annually. In addition, Mr. Block
is a participant in the Company's Management Incentive Bonus Plan for Divisions
and receives reimbursement for living expenses. In the event of a change in
control of the Company in which Mr. Block is not retained or is offered a lesser
position or elects to leave following the change of control, Mr. Block receives
a payment equal to three 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. G. Dan Marshall entered into an agreement dated as of December 14, 1999
pursuant to which Mr. Marshall agreed to serve as Vice President--Investor
Relations and Treasurer. Under the terms of the agreement, Mr. Marshall is to be
paid $175,000 annually. In addition, Mr. Marshall is a participant in the
Company's Corporate Incentive Bonus Plan and receives reimbursement for living
expenses. In the event of a change of control of the Company in which Mr.
Marshall is not retained or is offered a lesser position or elects to leave
following the change of control, Mr. Marshall receives a payment equal to three
times his annual salary. The non-competition provision of the agreement
restricts Mr. Marshall 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. Dale R. Black entered into an agreement dated as of December 14, 1999,
pursuant to which Mr. Black agreed to serve as Vice President and Chief
Financial Officer. Under the terms of the agreement, Mr. Black is to be paid
$175,000 annually. In addition, Mr. Black is a participant in the Company's
Corporate Incentive Bonus Plan. In the event of a change of control of the
Company in which Mr. Black is not retained or is offered a lesser position or
elects to leave following the change of control, Mr. Black receives a payment
equal to three times his annual salary. The non-competition provision of the
Agreement restricts Mr. Black 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. 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. Under the terms of the agreement, Mr. Gulbrandsen
is to be paid $250,000 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
12
<PAGE>
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.
Ms. Virginia M. McDowell entered into a three year employment agreement on
May 21, 1997 pursuant to which Ms. McDowell agreed to serve as Vice President of
Sales and Marketing of the Company. Under the terms of the agreement,
Ms. McDowell is to be paid $200,000 annually. In addition, Ms. McDowell received
75,000 stock options. Further, Ms. McDowell was issued 25,000 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 Ms. McDowell was still
employed by the Company and the remainder released from escrow at the end of the
three year employment agreement term, provided Ms. McDowell is still employed by
the Company. In the event of a change in control of the Company, Ms. McDowell
receives a payment equal to one times her annual salary. The non-competition
provision of the agreement restricts Ms. McDowell 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. Roger L. Archibald entered into an agreement dated as of December 14,
1999 pursuant to which Mr. Archibald agreed to serve as Vice President
- --Planning & Development. Under the terms of the agreement, Mr. Archibald is to
be paid $165,000 annually. In addition, Mr. Archibald is a participant in the
Company's Corporate Incentive Bonus Plan. In the event of a change of control of
the Company in which Mr. Archibald is not retained or is offered a lesser
position or elects to leave following the change of control, Mr. Archibald
receives a payment equal to three times his annual salary. The non-competition
provision of the agreement restricts Mr. Archibald 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. R. Ronald Burgess entered into an agreement dated as of December 14,
1999 pursuant to which Mr. Burgess agreed to serve as Vice President--Human
Resources. Under the terms of the agreement, Mr. Burgess is to be paid $160,000
annually. In addition, Mr. Burgess is a participant in the Company's Corporate
Incentive Bonus Plan. In the event of a change of control of the Company in
which Mr. Burgess is not retained or is offered a lesser position or elects to
leave following the change of control, Mr. Burgess receives a payment equal to
three times his annual salary. The non-competition provision of the Agreement
restricts Mr. Burgess 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. Donald J. Malloy entered into an agreement dated as of December 14, 1999
pursuant to which Mr. Malloy agreed to serve as Vice President, Secretary and
General Counsel. Under the terms of the agreement, Mr. Malloy is to be paid
$175,000 annually. In addition, Mr. Malloy is a participant in the Company's
Corporate Incentive Bonus Plan. In the event of a change of control of the
Company in which Mr. Malloy is not retained or is offered a lesser position or
elects to leave following the change of control, Mr. Malloy receives a payment
equal to three times his annual salary. The non-competition provision of the
Agreement restricts Mr. Malloy from engaging in competition in any jurisdiction
where the Company maintains gaming facilities (including managed properties) for
a period of 12 months following termination.
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
No member of the Compensation Committee of the Company was, during the year
ended December 31, 1999, 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, 1999.
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 1999, 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 and other senior executives for the
Company's last completed fiscal year were initially set pursuant to employment
agreements entered into and arrangements agreed to in 1997. Following a review
of performance and completion of a compensation survey in April 1999,
adjustments in base salary were made for the named executive officers and other
senior executives. The Compensation
14
<PAGE>
Committee also made stock option grants to certain of the executive officers in
April 1998 and April 1999 to recognize the efforts that were required of such
officers in implementing the Company's new business strategy. In April 1997, the
Compensation Committee revised its prior executive compensation program by
adding the granting of restricted stock in order to attract key senior managers.
In September 1999 the Compensation Committee adopted a Management Deferred
Compensation Plan for executive officers of the Company and the divisional
general managers. The plan permits the eligible employees to defer up to
twenty-five percent of base salary and fifty percent of bonus to any quarter in
the future, to the quarter in which the employee is terminated or upon a change
in control. The payout of the deferred compensation can be on a lump sum basis
or in 5 or 10 year installments.
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 certain of the
Company's senior officers and managers 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 succeeding 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. During 1999 the Company paid an
aggregate bonus of $1,561,328 to the senior officers and managers of the Company
under the plan.
The Company's general managers and their direct reports 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.
15
<PAGE>
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 275,000
shares of Common Stock in 1999.
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
officers and that the Company's senior officers should have a portion of their
total compensation paid in stock, to give the senior officers a long-term stake
in the business and to align the senior officers' interests with those of the
Company's stockholders. These grants, which have been made to attract qualified
senior officers, align the senior managers' interests with the stockholder's
interests as the size of the senior officers' 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 officer is still
employed by the Company and the remainder after three years, provided the senior
officer is still employed by the Company. No restricted stock awards were made
in 1999.
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 new employment agreement in
April 1999. Under the terms of such agreement, Mr. Perry, who also serves as
President of the Company, was granted an annual base salary of $500,000 annually
for the first two years and $600,000 annually for the last two years. In
addition, Mr. Perry was given a signing bonus of $263,387, reimbursement for
club dues, not to exceed $75,000, and an additional 200,000 options under the
Company's incentive stock option program.
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, 1994 through December 31, 1999 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, 1994 in each of the Common Stock,
the stocks comprising the Nasdaq Broad Market, and the stocks comprising the
Peer Group Index.
COMPARISON OF FIVE-YEAR TOTAL CUMULATIVE RETURN* AMONG ARGOSY
GAMING CO., NASDAQ STOCK 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 NASDAQ STOCK MARKET (U.S. COMPANIES) NASDAQ STOCKS (SIC 7900-7999 U.S. COMPANIES) ARGOSY GAMING COMPANY
<S> <C> <C> <C>
12/31/94 $100.00 $100.00 $100.00
12/31/95 $141.30 $79.30 $64.20
12/31/96 $173.90 $75.70 $38.90
12/31/97 $213.10 $90.60 $28.90
12/31/98 $300.20 $92.60 $22.60
12/31/99 $545.70 $119.00 $131.10
</TABLE>
- ------------------------
* Assumes $100 investment in the common stock of Argosy Gaming Co., Nasdaq
Stock 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 25, 2000, the Common Stock was held by 812 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, 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
<CAPTION>
PRICE RANGE OF
COMMON STOCK
-------------------------
YEAR ENDING DECEMBER 31, 1999 HIGH LOW
- ----------------------------- ---------- ------------
1st Quarter. 1/4 6 5/8 2
<S> <C> <C>
2nd Quarter................................................. $ 8 15/16 $ 5 1/4
3rd Quarter................................................. $15 7/16 $ 8 1/4
4th Quarter................................................. $17 1/4 $11 1/4
</TABLE>
On March 8, 2000, the reported last sales price for the Common Stock was
$11.50.
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. At present the Company's Credit
Agreement dated June 8, 1999 requires the consent of the lenders in order to
declare a dividend.
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.
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 received a consulting fee of $175,000 per year. In
addition Mr. Long's previous employment agreement with the Company provided that
the Company pay Mr. Long's insurance premiums for life.
MATTERS CONCERNING H. STEVEN NORTON
On April 20, 1999, the Company entered into a Settlement Agreement with
H. Steven Norton, the former President of the Company until his resignation in
February, 1998. Pursuant to the Settlement Agreement the Company has agreed to
pay Mr. Norton $1.825 million and Mr. Norton (i) dismissed with prejudice the
lawsuit entitled H. STEVEN NORTON V. JOHN T. CONNORS, ET. AL., a cause of action
in which
18
<PAGE>
Mr. Norton sought $50 million in damages from Mr. Connors and in which
Mr. Connors advised the Company he intended to cross-claim against the Company
for any damages recoverable by Norton, (ii) released any claims arising from his
prior employment with the Company, and (iii) released any claims against the
Company relating to his claim that the Company owed him any compensation for his
bringing the Lawrenceburg casino opportunity to the Company.
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 2001 Annual Meeting
of Stockholders of the Company must be received in writing by the Company no
later than November 15, 2000 and no earlier than October 16 , 2000 for inclusion
in the Company's proxy statement and proxy card relating to the 2001 Annual
Meeting.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has been advised that a representative of Ernst & Young, L.L.P.
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, 1999, was
mailed to stockholders together with this Proxy Statement.
UPON WRITTEN REQUEST BY ANY STOCKHOLDER ENTITLED TO VOTE AT THE 2000 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, 1999 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 25, 2000, 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
[LOGO]
DONALD J. MALLOY
SECRETARY
19
<PAGE>
ARGOSY GAMING COMPANY
2000 PROXY
PLEASE MARK IN OVAL IN THE FOLLOWING MANNER USING DARK PEN ONLY.
1. Election of Directors
Nominees: Jimmy F. Gallagher and George L. Bristol
For All Withheld All For All Except
/ / / / / /
Nominee(s) written below
- ----------------------------------------------
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:_______________________, 2000
- -----------------------------------
Signature
- -----------------------------------
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.
<PAGE>
PROXY PROXY
ARGOSY GAMING COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 18, 2000
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 18, 2000, 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.
