PRIMADONNA RESORTS INC, DEF 14A, 1998-04-30

PRIMADONNA RESORTS INC
DEF 14A, 1998-04-30
MISCELLANEOUS AMUSEMENT & RECREATION

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

PRIMADONNA RESORTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(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:

------------------------------------------------------------------------

<PAGE>
PRIMADONNA RESORTS, INC.
P.O. BOX 95997
INTERSTATE 15 AT THE SOUTHERN CALIFORNIA/NEVADA BORDER
LAS VEGAS, NEVADA 89193-5997

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 2, 1998

------------------------

The Annual Meeting of Stockholders of PRIMADONNA RESORTS, INC. will be held
Tuesday, June 2, 1998 at 10 o'clock a.m., Pacific Daylight Time, at the Primm
Valley Resort and Casino Conference Center, Interstate 15 at the Southern
California/Nevada Border, Primm, Nevada.

The meeting will consider and act upon the following business:

1. Election of two directors;

2. Ratification of Arthur Andersen LLP as independent auditors of the
Company to serve for 1998; and

3. Such other business as may properly come before the meeting or any
adjournments thereof.

The Board of Directors has fixed the close of business on May 1, 1998 as the
record date for determining those stockholders who will be entitled to vote at
the meeting.

By Order of the Board of Directors,

[LOGO]

Robert E. Armstrong
SECRETARY

May 7, 1998

IMPORTANT: Please fill in date, sign and mail promptly the enclosed proxy in the
post-paid envelope provided to assure that your shares are represented at the
meeting. If you attend the meeting, you may vote in person if you wish to do so,
even though you have sent in your Proxy.
<PAGE>
PRIMADONNA RESORTS, INC.
P.O. BOX 95997
INTERSTATE 15 AT THE SOUTHERN CALIFORNIA/NEVADA BORDER
LAS VEGAS, NEVADA 89193-5997

------------------------

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
JUNE 2, 1998

------------------------

The accompanying Proxy is solicited by the Board of Directors of Primadonna
Resorts, Inc. (the "Company"), for use at the Annual Meeting of Stockholders to
be held on June 2, 1998 and any adjournment thereof. The close of business on
May 1, 1998 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual Meeting. This Proxy
Statement and the accompanying proxy will be first mailed to stockholders on or
about May 7, 1998.

Any stockholder who gives a proxy has the power to revoke it at any time
before it is exercised by delivery of written notice of revocation to the
Secretary of the Company prior to commencement of the Annual Meeting.
Stockholders attending the Annual Meeting may vote their shares in person
whether or not a proxy has been previously executed and returned. The Company
will bear the cost of soliciting proxies.

As of April 29, 1998 there were 28,919,100 shares issued and outstanding of
Company common stock, $.01 par value ("Common Stock"), the only class of voting
securities outstanding. Each share of Common Stock is entitled to one vote;
there is no cumulative voting in the election of directors.

VOTING REQUIREMENTS AND PROCEDURES

A majority of the shares entitled to vote, present in person or represented
by proxy, will constitute a quorum at the Annual Meeting. In all matters other
than the election of directors, the affirmative vote of a majority of the shares
of Common Stock present in person or represented by proxy at the meeting and
entitled to vote on the subject matter will be the act of the stockholders.
Directors will be elected (Proposal No. 1) by a plurality of the votes of the
shares of Common Stock present in person or by proxy and entitled to vote in the
election of directors.

If a broker or nominee has indicated on the proxy the absence of
discretionary authority to vote certain shares (i.e., "broker non-votes"), those
shares will be treated as not present and not entitled to vote with respect to
that matter (even though those shares may be considered entitled to vote for
quorum purposes and may be entitled to vote on other matters). Abstentions do
not constitute "votes cast" where the applicable vote required is expressed in
terms of "votes cast."

ANY UNMARKED PROXIES, INCLUDING THOSE SUBMITTED BY BROKERS OR NOMINEES THAT
DO NOT INDICATE AN ABSENCE OF DISCRETIONARY AUTHORITY, WILL BE VOTED IN FAVOR OF
THE PROPOSALS AND NOMINEES OF THE BOARD.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company's Articles of Incorporation provide for a three-tiered
classified Board of Directors with staggered terms of office. The Board of
Directors consists of three classes, designated as Class A, Class B and Class C.
Pursuant to the Articles of Incorporation, the term of Class A directors expires
at the 2000 Annual Meeting; the term of Class B directors expires at the 1998
Annual Meeting; and the term of Class C directors expires at the 1999 Annual
Meeting. At each Annual Meeting, only one class of directors

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will be elected. Each class of directors serves a three-year term and until
their successors are elected and qualified.

INFORMATION CONCERNING NOMINEES

The nominees for election as Class B directors are Robert E. Armstrong and
H. Martin Rosa. Set forth below is certain required biographical information
with respect to each of the nominees for election as a director. Unless marked
to the contrary, proxies received will be voted for the election of Messrs.
Armstrong and Rosa, each of whom currently serves as a Company director, to
serve until the 2001 Annual Meeting and until his successor is elected and
qualified. If for any reason a nominee is not available for election or is
unable to serve as a director, the accompanying Proxy will be voted for the
election of such other person, if any, as the Board of Directors may designate.
The Board has no reason to believe that any nominee will be unavailable for
election or unable to serve.

H. MARTIN ROSA ............................................................... 56 1995 None
Dr. Rosa joined the Company as a director in 1995. Dr. Rosa is an investor
and real estate developer. Dr. Rosa is President and a member of the Board
of Directors of Primrose Real Estate Co., a real estate development firm.
Dr. Rosa is the brother-in-law of Gary E. Primm. (CLASS B)
</TABLE>

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE ELECTION OF ROBERT E. ARMSTRONG AND H. MARTIN ROSA FOR DIRECTOR.

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<PAGE>
INFORMATION CONCERNING OTHER DIRECTORS

Set forth below is certain required biographical information with respect to
the Company's Class A and Class C directors.

<TABLE>
<CAPTION>
YEAR
COMMENCED OTHER PUBLIC
NAME, PRINCIPAL OCCUPATION AND SERVING AS A COMPANY
OTHER INFORMATION AGE DIRECTOR DIRECTORSHIPS
- --------------------------------------------------------------------- --- --------------- ----------------------
<S> <C> <C> <C>
SIGMUND ROGICH ...................................................... 53 1993 American Bancorp
Mr. Rogich joined the Company as a director in 1993. Since May of Nevada
1993, Mr. Rogich has been employed by TPC as a marketing, political
and gaming development consultant. Mr. Rogich also owns and serves
as CEO of The Rogich Communications Group, a personal holding
company that indirectly provides services to the Company. From 1974
until January 1993, Mr. Rogich was the owner of R&R Advertising and
served as its Chief Executive Officer from 1970 until 1989. Mr.
Rogich served as Assistant to the President of the United States
from 1989 to 1992, and also served as United States Ambassador to
Iceland. Mr. Rogich has been a member of the Board of Governors of
the United Service Organizations since January 1993. (CLASS A)
GARY R. SITZMANN* ................................................... 54 1997 None
Mr. Sitzmann joined the Company as a director in April 1997. Mr.
Sitzmann is an insurance broker and an insurance and benefits
consultant. Since 1979, Mr. Sitzmann has served as President and
CEO of Sitzmann, Morris & Lavis, Inc., an insurance brokerage and
benefits consulting firm. From 1966 to 1979, Mr. Sitzmann was an
insurance agent for Phoenix Home Life, an insurance company. (CLASS
A)
GEORGE C. SWARTS** .................................................. 54 1993 None
Mr. Swarts joined the Company as a director in 1993. Mr. Swarts is
a Certified Public Accountant and, since 1988, has served as an
independent gaming industry consultant. From November 1982 through
April 1988, Mr. Swarts was an audit and gaming industry partner
with the accounting firm of Laventhol & Horwath and from September
1975 until December 1980 he served as a member of the Nevada Gaming
Commission. (CLASS A)
MADISON B. GRAVES, II** ............................................. 51 1994 Hotel Broadcasting
Mr. Graves joined the Company as a director in 1994. Mr. Graves is Corporation
a licensed real estate broker in Nevada. Mr. Graves has been the
owner of Flamingo Realty, Inc. since 1976, and of Falcon
Development since he and others founded the home-building company
in 1986. Mr. Graves was elected to the University and Community
College System Board of Regents of Nevada in 1992, served as Vice
Chairman from June 1992 to June 1995, and since then has served as
its Chairman. (CLASS C)
</TABLE>

3
<PAGE>
<TABLE>
<CAPTION>
YEAR
COMMENCED OTHER PUBLIC
NAME, PRINCIPAL OCCUPATION AND SERVING AS A COMPANY
OTHER INFORMATION AGE DIRECTOR DIRECTORSHIPS
- --------------------------------------------------------------------- --- --------------- ----------------------
<S> <C> <C> <C>
GARY E. PRIMM ....................................................... 57 1993 None
Mr. Primm has been Chairman and President of the Company since
September 1996 and Chief Executive Officer and a director since its
inception. Mr. Primm also served as President of the Company from
its inception to February 1995. Mr. Primm has been President, Chief
Executive Officer and a director of TPC since 1985 and also serves
as Chairman of the Board of New York-New York. Mr. Primm is the
brother-in-law of H. Martin Rosa. (CLASS C)
</TABLE>

- ------------------------

* Member of Audit Committee.

** Member of Audit and Compensation Committees.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Company's Board of Directors has an Audit Committee and a Compensation
Committee but not a Nominating Committee. The Audit Committee currently consists
of Messrs. Graves, Sitzmann and Swarts. The Compensation Committee currently
consists of Messrs. Graves and Swarts. Messrs. Graves and Swarts are two of the
Company's independent, non-employee directors.

The Audit Committee monitors the Company's basic accounting policies,
reviews audit and management reports and makes recommendations regarding the
appointment of the independent auditors. The Audit Committee held 2 meetings in
1997. The Compensation Committee is responsible for setting key executive
compensation, administering the stock incentive plan, and granting stock
options. The Compensation Committee met 5 times during 1997. The Board of
Directors met 8 times in 1997. No director attended less than 75% of the
meetings of the Board of Directors and the committees on which he served during
the fiscal year.

COMPENSATION OF DIRECTORS

Each non-employee director of the Company (other than Messrs. Armstrong and
Rogich) is entitled to receive an annual fee of $24,000, plus $1,000 for each
Board of Directors meeting attended and $1,000 for each Committee of the Board
of Directors meeting attended, or $1,500 in the case of the Committee chairman.
Each director may be reimbursed for certain expenses incurred in connection with
attendance at Board and Committee meetings.

Under the 1993 Eligible Directors' Stock Option Plan (the "Director Option
Plan"), immediately following each annual meeting, each eligible director
receives an option to purchase 4,500 shares of Common Stock. To constitute an
eligible director under the Director Option Plan, a director must not be either
(i) an officer or employee of the Company or (ii) a person who has received
equity securities under the 1993 Plan (as defined below) within the year prior
to the meeting date. Messrs. Graves, Swarts, Rosa and Sitzmann are currently
eligible for these annual awards. Options granted under the Director Option Plan
vest and become exercisable at a rate of 1,500 shares per year commencing on the
first anniversary of the grant date. An option for 4,500 shares also may be
granted to persons who first become directors during the year other than by
election at an annual meeting of stockholders or by election by the Board of
Directors within 90 days before the next scheduled annual meeting of
stockholders. In addition, pursuant to an amendment to the Director Option Plan
approved by the Board of Directors in May 1996, each eligible director who first
becomes a director after the 1996 Annual Meeting receives a one-time grant of

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<PAGE>
an option for 5,000 shares of Common Stock, exercisable at a rate of 2,500
shares per year over a two-year period.

All options under the Director Option Plan expire 10 years after the date of
grant (or at earlier times following a termination of service). The exercise
price of the options is 100% of the fair market value of the Common Stock on the
date of the option grant.

Mr. Armstrong receives compensation pursuant to a consulting agreement with
the Company. See "Executive Agreements" at page 13 and the Option/SAR Grants
table at page 11 below.

Mr. Rogich is employed by TPC as a marketing, political and gaming
development consultant, for which he is paid $100,000 a year. On August 11,
1997, Mr. Rogich was granted an option to purchase 20,000 shares of Common
Stock, vesting ratably over a period of 3 years, at an exercise price of $17.88.
On February 18, 1997, Mr. Rogich was granted an option to purchase 20,000 shares
of Common Stock vesting ratably over a period of 3 years, at an exercise price
of $18.75. On February 17, 1998, Mr. Rogich was granted an option to purchase
20,000 shares of Common Stock vesting ratably over a period of 3 years, at an
exercise price of $17.75.

Mr Rogich is the sole owner of The Rogich Communications Group ("RCG"),
which provides creative and accountancy management services to the entity that
furnishes advertising and media purchasing services to the Company. The Company
paid a total of $4,859,861 to this entity in 1997. The entity pays $6,000 per
month to RCG for the professional services it provides in connection with work
for the Company.

INFORMATION CONCERNING EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
NAME AND OTHER INFORMATION AGE POSITIONS
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
GARY E. PRIMM ....................................... 57 Chairman of the Board, President, Chief
(See "Information Concerning Other Directors," Executive Officer and Director
above)
CRAIG F. SULLIVAN ................................... 51 Chief Financial Officer and Treasurer
Mr. Sullivan resigned his position as Chief
Financial Officer and Treasurer of the Company in
March, 1998. Mr. Sullivan joined the Company in
March 1995 as Chief Financial Officer and
Treasurer. Mr. Sullivan served as the Treasurer of
Aztar Corporation from 1990 to 1995, and was Asst.
Treasurer of its predecessor, Ramada, Inc., from
1982 to 1990.
MICHAEL V. VILLAMOR ................................. 47 Senior Executive Vice President and
Mr. Villamor rejoined the Company in October 1997 Chief Operating Officer
and was appointed Senior Executive Vice President
and Chief Operating Officer in December 1997. Mr.
Villamor served as the President of ProMark Binder
in 1997 and as the President and Chief Operating
Officer of Gem Gaming from 1995 to 1996. Mr.
Villamor served both as Executive Vice President of
TPC and as Senior Executive Vice President and
Chief Operating Officer of the Company from 1993 to
1995.
</TABLE>

5
<PAGE>
<TABLE>
<CAPTION>
NAME AND OTHER INFORMATION AGE POSITIONS
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
MICHAEL P. SHAUNNESSY ............................... 44 Vice President of Finance and Chief
Mr. Shaunnessy joined the Company in March 1995 as Accounting Officer
Vice President of Finance and Chief Accounting
Officer. Mr. Shaunnessy served as Vice President of
Finance for the Tropicana Resort & Casino from 1990
to 1995.
ROBERT E. ARMSTRONG ................................. 44 Secretary and Director
(See "Information Concerning Nominees," above)
</TABLE>

OWNERSHIP OF THE COMPANY'S SECURITIES

PRINCIPAL STOCKHOLDERS AND OWNERSHIP BY MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock, as of March 31, 1998 (i) by each person
who is known by the Company to beneficially own more than 5% of the Common
Stock, (ii) by each of the Company's directors and executive officers, and (iii)
by all executive officers and directors as a group. Unless listed below, no
director or executive officer owns, beneficially or otherwise, any shares of the
Common Stock. The Common Stock is the only outstanding class of stock of the
Company. Except as otherwise indicated, the persons named in the table have sole
voting and investment power with respect to all shares beneficially owned,
subject to community property laws where applicable.

<TABLE>
<CAPTION>
AMOUNT
NAME (AND ADDRESS FOR BENEFICIAL OWNERS BENEFICIALLY
OF GREATER THAN 5%) OWNED % OF CLASS
- ---------------------------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
Gary E. Primm .................................................................... 9,861,495(1) 34.1%
c/o Primadonna Resorts, Inc.
P.O. Box 95997
Interstate 15 at Southern CA/NV Border
Las Vegas, Nevada 89193-5997

Judith Primm Clemetson ........................................................... 2,689,000(2) 9.3%
c/o Primm South Real Estate Company
100 West Liberty Street, Tenth Floor
Reno, Nevada 89501

Gregory B. Primm ................................................................. 2,214,325(3) 7.7%
c/o Primm South Real Estate Company
100 West Liberty Street, Tenth Floor
Reno, Nevada 89501

Roger B. Primm ................................................................... 2,275,000(4) 7.9%
c/o Primm South Real Estate Company
100 West Liberty Street, Tenth Floor
Reno, Nevada 89501

Janet Primm Rosa ................................................................. 2,571,543(5) 8.9%
c/o Primm South Real Estate Company
100 West Liberty Street, Tenth Floor
Reno, Nevada 89501
</TABLE>

6
<PAGE>
<TABLE>
<CAPTION>
AMOUNT
NAME (AND ADDRESS FOR BENEFICIAL OWNERS BENEFICIALLY
OF GREATER THAN 5%) OWNED % OF CLASS
- ---------------------------------------------------------------------------------- ----------------- -----------
<S> <C> <C>
Joyce Primm Schweickert .......................................................... 2,211,512(6) 7.7%
c/o Primm South Real Estate Company
100 West Liberty Street, Tenth Floor
Reno, Nevada 89501

American Express Company ......................................................... 2,403,700(7) 8.3%
American Express Financial Corporation
IDS Tower 10
Minneapolis, Minnesota 55440

Robert E. Armstrong............................................................... 232,905(8) *

Madison B. Graves, II............................................................. 68,530(9) *

Sigmund Rogich.................................................................... 226,800(10) *

H. Martin Rosa.................................................................... 1,091,300(11) 3.8%

Michael P. Shaunnessy............................................................. 35,466(12) *

Gary R. Sitzmann.................................................................. 4,000(13) *

Craig F. Sullivan................................................................. 93,334(14) *

George C. Swarts.................................................................. 21,500(15) *

Michael V. Villamor............................................................... 0 *

All Directors and Executive Officers as a Group (10 Persons)...................... 11,635,330 39.6%
</TABLE>

- ------------------------

* Less than 1%

(1) This information was obtained from a Schedule 13G-Amendment No. 3 filed with
the Securities and Exchange Commission (the "Commission") regarding
ownership as of December 31, 1997: Includes 53,333 shares of Common Stock
issuable upon the exercise of options to purchase shares of Common Stock
that are exercisable within 60 days after March 31, 1998, out of stock
options covering 220,000 shares of Common Stock granted to Mr. Primm prior
to that date. Also includes 8,527,462 shares of Common Stock held by the
Gary Ernest Primm Family Trust ("Family Trust") and 1,280,000 shares held by
the Gary E. Primm Charitable Trust ("Charitable Trust"). Gary E. Primm is
the sole trustee of the Family Trust and co-trustee of the Charitable Trust.
Mr. Primm retains sole voting and investment power over the shares in the
Family Trust, and shares voting and investment power over the shares in the
Charitable Trust.

(2) This information was obtained from a Schedule 13G filed with the Commission
regarding ownership as of December 31, 1993: 2,668,800 of the shares of
Common Stock are held by the Clemetson Family Trust, of which Judith
Clemetson and her husband are the co-trustees and over which Mrs. Clemetson
retains sole voting and investment power. Mrs. Clemetson shares voting and
investment power over the remaining 20,200 shares.

(3) This information was obtained from a Schedule 13G-Amendment No. 3 filed with
the Commission regarding ownership as of December 31, 1997: Gregory B. Primm
has sole voting and investment power over 2,210,325 of the shares, which
include 14,300 shares held by the Gregory B. Primm Family Trust dated
September 5, 1985, of which Mr. Primm is the sole trustee, and 1,720 of the
shares that are held by a limited partnership of which Mr. Primm is the sole
general partner. 4,000 shares are held by The Primm Foundation, of which Mr.
Primm is a member of the Board of Directors, and with whom Mr. Primm shares
voting and investment power.

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<PAGE>
(4) This information was obtained from a Schedule 13G-Amendment No. 1 filed with
the Commission regarding ownership as of December 31, 1994: the shares of
Common Stock are held by the Roger B. Primm Family Trust dated January 30,
1990, of which Roger B. Primm is the sole trustee.

(5) This information was obtained from a Schedule 13G-Amendment No. 3 filed with
the Commission regarding ownership as of December 31, 1996: Mrs. Rosa holds
1,492,743 shares of Common Stock in her own name, with sole voting and
investment power. 703,800 of the shares of Common Stock are held by the
Marty and Janet Rosa Family Trust dated October 5, 1984, of which Mrs. Rosa
and her husband, H. Martin Rosa, a director of the Company, are the
co-trustees and over which Dr. and Mrs. Rosa share voting and investment
power. Dr. and Mrs. Rosa share voting and investment power over an
additional 375,000 shares.

(6) This information was obtained from a Schedule 13G-Amendment No. 1 filed with
the Commission regarding ownership as of December 31, 1994.

(7) This information was obtained from a Schedule 13G filed with the Commission
regarding ownership as of December 31, 1995: neither American Express
Company nor American Express Financial Corporation have either sole voting
power or sole investment power over any shares. American Express Company and
American Express Financial corporation share voting power over 453,700
shares and share investment power over 2,403,700 shares.

(8) Includes 92,667 shares issuable upon the exercise of options to purchase
shares of Common Stock that are exercisable within 60 days after March 31,
1998, out of stock options covering 205,000 shares of Common Stock granted
to Mr. Armstrong prior to that date. Also includes: (a) 650 shares owned by
Mr. Armstrong's spouse, (b) 300 shares held by The Armstrong Children's
Trust over which the trustee, who is not Mr. Armstrong, retains sole voting
and dispositive power, (c) 69,444 shares held by The Matthew E. Primm Trust
over which Mr. Armstrong as co-trustee shares voting and dispositive power,
and (d) 69,444 shares held by The Ashley M. Primm Trust over which Mr.
Armstrong as co-trustee shares voting and dispositive power.

(9) Includes 17,000 shares issuable upon exercise of a stock option to purchase
shares of Common Stock that is exercisable within 60 days after March 31,
1998, out of stock options covering 23,000 shares of Common Stock granted to
Mr. Graves prior to that date.

(10) Includes 204,000 shares issuable upon the exercise of stock options to
purchase shares of Common Stock that are exercisable within 60 days after
March 31, 1998, out of stock options covering 290,000 shares of Common Stock
granted to Mr. Rogich prior to that date, and 800 shares owned by Mr.
Rogich's spouse.

(11) Includes 12,500 shares issuable upon exercise of stock options to purchase
shares of Common Stock that are exercisable within 60 days after March 31,
1998, out of stock options covering 18,500 shares of Common Stock granted to
Dr. Rosa prior to that date. Also includes: (a) 703,800 shares held by the
Marty and Janet Rosa Family Trust 10/5/84 over which Dr. Rosa shares voting
and investment power with his spouse, Janet Primm Rosa and (b) 375,000
shares held by Primrose Properties Limited Partnership over which Dr. Rosa
shares voting and investment power with Mrs. Rosa.

(12) Includes 33,466 shares issuable upon the exercise of stock options to
purchase shares of Common Stock that are exercisable within 60 days after
March 31, 1998, out of stock options covering 132,000 shares of Common Stock
granted to Mr. Shaunnessy prior to that date.

(13) Includes 4,000 shares issuable upon the exercise of a stock option to
purchase shares of Common Stock that is exercisable within 60 days after
March 31, 1998, out of stock options covering 9,500 shares of Common Stock
granted to Mr. Sitzmann prior to that date.

(14) Includes 87,334 shares issuable upon the exercise of stock options to
purchase shares of Common Stock that are exercisable within 60 days after
March 31, 1998, out of stock options covering 260,000 shares of Common Stock
granted to Mr. Sullivan prior to that date.

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<PAGE>
(15) Includes 21,500 shares issuable upon the exercise of stock options to
purchase shares of Common Stock that are exercisable within 60 days after
March 31, 1998, out of stock options covering 27,500 shares of Common Stock
granted to Mr. Swarts prior to that date.

Gary E. Primm, Judith Primm Clemetson, Gregory B. Primm, Roger B. Primm,
Janet Primm Rosa and Joyce Primm Schweickert are all brothers and sisters.
Matthew E. Primm and Ashley M. Primm are the children of Gary E. Primm.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers and directors and
persons who own more than 10% of the Company's Common Stock to file reports of
ownership and changes in ownership on Forms 3, 4 and 5 with the Commission.
Executive officers, directors and 10% stockholders are required by the
Commission to furnish the Company with copies of all Forms 3, 4 and 5 they file.

Based solely on the Company's review of such forms it has received, the
Company believes that all of its executive officers, directors and 10%
stockholders complied with all of the filing requirements applicable to them
with respect to transactions during 1997 with the following exceptions: Mr.
Sitzmann and Mr. Villamor filed their respective Form 3's late.

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<PAGE>
EXECUTIVE COMPENSATION AND RELATED MATTERS

The following table and accompanying notes summarize the total compensation
of the Chief Executive Officer and the four next highest paid executive officers
of the Company as of December 31, 1997, plus one executive officer who
terminated employment with the Company in 1997, for each of the last three years
in all capacities in which they served.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------------------------- -------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
COMPENSATION OPTIONS/ COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($) SARS(#) ($)(1)
- --------------------------------------- --------- ----------- ----------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
GARY E. PRIMM ......................... 1997 $ 873,711 -- -- 80,000 $ 348,310(2)
Chairman, President and 1996 850,239 129,179 -- -- 322,719(2)
Chief Executive Officer 1995 826,632 20,000 -- 100,000 319,697(2)

MICHAEL V. VILLAMOR ................... 1997 56,164 -- -- 35,000 --
Senior Executive Vice 1996 -- -- -- -- --
President and Chief 1995 126,923 -- -- -- 3,225(3)
Operating Officer

CRAIG F. SULLIVAN ..................... 1997 293,288 -- -- 70,000 5,173(4)
Chief Financial Officer 1996 250,000 52,868 -- 35,000 3,450(4)
and Treasurer 1995 184,918 6,250 -- 120,000(5) --

MICHAEL P. SHAUNNESSY ................. 1997 193,288 -- -- 50,000 4,750(6)
Vice President and Chief 1996 148,989 32,963 -- 25,000 1,960(6)
Accounting Officer 1995 105,000 3,500 -- 32,000(7) --

ROBERT E. ARMSTRONG ................... 1997 -- -- 150,000(8) 40,000 --
Secretary 1996 -- -- 150,000(8) 25,000 --
1995 -- -- 150,000(8) 70,000(9) --

CHRISTOPHER R. GIBASE ................. 1997 270,274 -- -- 70,000 4,912(10)
(Former Vice President and Chief 1996 245,355 50,368 -- 130,000 4,880(10)
Operating Officer)
</TABLE>

- ------------------------------

(1) Where indicated by footnote for each participating executive officer, the
amount in this column includes matching contributions by the Company under
a plan that permits all Company employees to make tax-deferred
contributions of a portion of their base compensation pursuant to Section
401(k) of the Internal Revenue Code (the "401(k) Plan"). Under the 401(k)
Plan, the Company matches 50% of a participant's first 5% of tax-deferred
contributions, subject to the maximum contribution amount under the law.
Participants may allocate their contributions, subject to a maximum, among
specified investment funds.

(2) Represents the sum of the portion of premiums representing term insurance
and the benefit to Mr. Primm of the remaining premiums paid by the Company
on the split-dollar life insurance policies described below under
"Executive Agreements." The benefit portion of the reported amount is
determined for the period, projected on an annual actuarial basis, between
the date the premium was paid by the Company and the date the Company
expects to be reimbursed for the premium.

(3) Represents Company contribution to the 401(K) Plan of $2,355 and life
insurance premium cost of $870 for Mr. Villamor.

(4) Represents Company contribution to the 401(k) Plan of $4,750 and $3,125,
for 1997 and 1996, respectively, and life insurance premium costs of $423
and $325, for 1997 and 1996, respectively, for Mr. Sullivan.

(5) Represents (a) an option for 100,000 shares granted in March 1995, (b) an
option for 80,000 shares granted in November 1995 upon the cancellation of
the option granted in March 1995, and (c) an additional option for 40,000
shares granted in November 1995.

(6) Represents Company contribution to the 401(k) Plan of $4,750 and $1,960,
for 1997 and 1996, respectively, for Mr. Shaunnessy.

(7) Represents (a) an option for 20,000 shares granted in March 1995, (b) an
option for 20,000 shares granted in November 1995 upon the cancellation of
the option granted in March 1995, and (c) an additional option for 12,000
shares granted in November 1995.

(8) Represents amounts paid pursuant to a consulting agreement with TPC, the
material terms of which are summarized at page 13 below.

(9) Represents (a) an option for 40,000 shares granted in November 1995 upon
cancellation of the option for 50,000 shares granted in July 1994, and (b)
an additional option for 30,000 shares granted in November 1995.

10
<PAGE>
(10) Represents Company contribution to the 401(k) Plan of $4,750 in both 1997
and 1996, and life insurance premium costs of $162 and $130 for 1997 and
1996, respectively, for Mr. Gibase.

OPTION GRANTS FOR FISCAL 1997

The following table shows for each of the named executive officers
individual grants of stock options in 1997 and certain required information
regarding the potential realizable value (under specified assumptions) of such
stock options for the option term. The Company has not granted any stock
appreciation rights ("SARs") as of December 31, 1997.

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
----------------------------------------- ANNUAL RATES OF
NUMBER OF % OF TOTAL STOCK
SECURITIES OPTIONS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE FOR
OPTIONS EMPLOYEES OR BASE OPTION TERM(1)
GRANTED IN FISCAL PRICE EXPIRATION --------------------
NAME (#)(2) YEAR(3) ($/SH) DATE 5%($) 10%($)
- -------------------------------------------- ----------- --------------- ----------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
GARY E. PRIMM .............................. 40,000 4.1 18.75 02-18-07 471,668 1,195,307
Chairman, President and 40,000 4.1 17.88 08-11-07 449,782 1,139,845
Chief Executive Officer

MICHAEL V. VILLAMOR ........................ 35,000 3.6 17.75 11-12-07 390,698 990,113
Senior Executive Vice President
and Chief Operating Officer

CHRISTOPHER R. GIBASE ...................... 35,000 3.6 18.75 02-18-07 412,709 1,045,893
(Former Vice President and Chief Operating 35,000 3.6 17.88 08-11-07 393,559 997,364
Officer)

CRAIG F. SULLIVAN .......................... 35,000 3.6 18.75 02-18-07 412,709 1,045,893
Chief Financial Officer 35,000 3.6 17.88 08-11-07 393,559 997,364
and Treasurer

MICHAEL P. SHAUNNESSY ...................... 25,000 2.6 18.75 02-18-07 294,792 747,067
Vice President and Chief 25,000 2.6 17.88 08-11-07 281,114 712,403
Accounting Officer

ROBERT E. ARMSTRONG ........................ 20,000 2.0 18.75 02-18-07 235,834 597,653
Secretary 20,000 2.0 17.88 08-11-07 224,891 569,922
</TABLE>

- --------------------------

(1) Based upon the exercise price per share stated for each grant and an annual
appreciation of such price through the expiration date of such options at
the stated rates. These amounts represent assumed rates of appreciation only
and may not necessarily be achieved. Actual gains, if any, are dependent on
the future performance of the Common Stock, as well as the continued
employment of the executive officers through the vesting period. The
potential realizable values indicated have not taken into account amounts
required to be paid as income tax under the Internal Revenue Code of 1986,
as amended, and any applicable state tax laws.

(2) These stock options were granted under the Company's 1993 Stock Incentive
Plan, as amended (the "1993 Plan"). Options become exercisable in equal and
annual increments over a 3 year period. Options under the 1993 Plan may
result in payments following the resignation, retirement or other
termination of employment with the Company or its subsidiaries or as a
result of a change in control of the Company. Vested options under the 1993
Plan may be exercised within a period of 1 year following a termination by
reason of death or disability, 90 days following retirement, and 45 days
following a termination for other reasons. The 1993 Plan permits the
Compensation Committee, which administers the 1993 Plan, to accelerate,
extend or otherwise modify benefits payable under the applicable awards in
various circumstances, including a termination of employment or change in
control. Under amendments to option agreements in 1996, all options become
immediately exercisable if there is a change in control of the Company (as
defined) or certain other events occur, unless the Compensation Committee
otherwise provides. Options to purchase shares of common stock under the
1993 Plan may be repriced or replaced with options having a lower exercise
price.

(3) Options to purchase an aggregate of 978,500 shares were granted in 1997.

11
<PAGE>
OPTION EXERCISES AND VALUES FOR FISCAL 1997

The following table sets forth for each of the named executive officers the
number and dollar value of the option spread (difference between the exercise
price and fair market value) of unexercised options held by the named executive
officers at the end of 1997.

AGGREGATED OPTION/SAR EXERCISES IN THE LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUE

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS IN-THE-MONEY
AT FY-END OPTIONS
(#) AT FY-END ($)
---------------- -----------------
EXERCISED $ VALUE EXERCISABLE/ EXERCISABLE/
NAME (#) REALIZED UNEXERCISABLE UNEXERCISABLE
- ------------------------------------------------------ --------------- --------------- ---------------- -----------------
<S> <C> <C> <C> <C>
GARY E. PRIMM ........................................ 0 0 40,000/140,000 67,500/101,250
Chairman, President
and Chief Executive
Officer

MICHAEL V. VILLAMOR .................................. 0 0 0/35,000 0/0
Senior Executive Vice
President and Chief
Operating Officer

CRAIG F. SULLIVAN .................................... 0 0 59,667/165,333 81,000/121,500
Chief Financial Officer
and Treasurer

MICHAEL P. SHAUNNESSY ................................ 0 0 21,133/85,867 21,600/32,400
Vice President and
Chief Accounting
Officer

ROBERT E. ARMSTRONG .................................. 0 0 76,000/109,000 128,250/74,250
Secretary

CHRISTOPHER R. GIBASE ................................ 0 0 46,800/185,200 77,100/220,650(2)
(Former Vice President and Chief Operating Officer)
</TABLE>

- ------------------------

(1) Based on the closing price of $16.69 per share on December 31, 1997.

(2) Non-vested options granted to Mr. Gibase terminated when he ceased being an
employee and consultant of the Company. Under the terms of the stock option
agreement, vested and unexercised options were cancelled 45 days after
termination. In 1998, Mr. Gibase exercised options to acquire 56,800 shares
and he realized an option spread (the difference between the exercise price
and the fair market value of the shares) of $110,066.

12
<PAGE>
EXECUTIVE AGREEMENTS

In October 1993, TPC entered into a three-year Employment Agreement with
Gary E. Primm to serve as President and Chief Executive Officer of the Company
and TPC. TPC has the option to renew this agreement for two successive one-year
terms, the first of which was exercised in October 1996, and the second of which
was exercised in October 1997. Contract terms provide for an initial annual base
salary of $800,000 plus annual cost of living adjustments, currently $887,303,
as well as employment related benefits. Pursuant to this agreement, Mr. Primm is
eligible for, but not guaranteed, bonus or bonuses and stock options as TPC may
award or grant. If Mr. Primm's employment is terminated by TPC with "cause" (as
such term is defined in the agreement), Mr. Primm will be paid only such
compensation TPC owes for his services rendered to TPC before the date of
termination. If Mr. Primm's employment is terminated without "cause," TPC will
pay Mr. Primm the base salary (excluding bonuses and other compensation) during
the remaining term of the agreement but in no event will TPC be obligated for
more than one year of severance pay. As of February 1, 1995, Mr. Primm was
elected Chairman of the Board and resigned as President of the Company. On
September 4, 1996, Mr. Primm again became President of the Company.

Effective December 5, 1997, Mr. Gibase resigned his position as chief
operating officer of the Company and entered into an agreement whereby he will
continue to receive his base salary ($25,000/month) for a period of six months
or until earlier employed by a third party.

Effective March 23, 1998, Mr. Sullivan resigned his position as chief
financial officer and treasurer of the Company and entered into an agreement
whereby he will continue to receive his base salary ($25,000/month) for a period
of six months, and 50% of his base salary for an additional six months, or until
earlier employed by a third party.

In September 1996, TPC entered into a two-year agreement with Mr. Armstrong
for various consulting services (other than legal services). Contract terms
provide for a base monthly payment of $12,500, plus up to $2,400 per diem
($200/hour) for services under the agreement in excess of 700 hours per year.
These payments replace director fees to which Mr. Armstrong would otherwise be
entitled in his capacity as a director of the Company. However, he remains
eligible for discretionary stock option and other incentive compensation payable
to directors or officers. TPC has the option to renew this agreement for one
year. During 1997, TPC paid Mr. Armstrong $150,000, which represents Mr.
Armstrong's combined compensation under the terms of the new agreement. Mr.
Armstrong also is a partner in the law firm of McDonald, Carano, Wilson, McCune,
Bergin, Frankovich & Hicks LLP, which provides legal services to the Company and
TPC. Billings to the Company and to TPC for legal services provided by this firm
were approximately $439,686 from January 1, 1997 to February 28, 1998.

The Company entered into agreements (commonly known as split-dollar life
insurance agreements) in January 1994 under the terms of which the Company pays
the premiums for certain survivorship life insurance policies, with an aggregate
face value of $50 million, on the lives of Mr. and Mrs. Gary E. Primm (each
policy hereinafter referred to individually as the "Second-to-Die Policy," and
collectively as the "Second-to-Die Insurance"). Insurance benefits become
payable when both have died, and the Company will have an interest in the
insurance benefits equal to the amount of unreimbursed premiums it has paid,
with the balance payable to a trust created by Mr. and Mrs. Primm for the
benefit of their children (the "Trust"). Robert E. Armstrong, a Director of the
Company, is trustee of the Trust.

The Trust has also obtained individual insurance payable on the death of
each of Mr. and Mrs. Gary E. Primm with an aggregate face value of $10 million
each (the "Individual Insurance"). The funding of the Individual Insurance
premiums has been effected in a manner similar to the Second-to-Die Insurance.
The purpose of the Individual Insurance is to reimburse the Company for all
premiums paid prior to death, as well as to pay future premiums on the remaining
Second-to-Die Policy from the proceeds of the Individual Insurance policy of the
first-to-die.

13
<PAGE>
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE EXCHANGE ACT, THAT
MIGHT INCORPORATE FUTURE FILINGS, INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN
PART, THE FOLLOWING COMPENSATION COMMITTEE REPORT AND THE PERFORMANCE GRAPH THAT
FOLLOWS SHALL NOT BE INCORPORATED BY REFERENCE INTO ANY SUCH FILINGS OR ANY
FUTURE FILINGS, EXCEPT TO THE EXTENT THE COMPANY EXPRESSLY INCORPORATES SUCH
REPORT OR GRAPH BY REFERENCE THEREIN. THE REPORT AND GRAPH SHALL NOT BE DEEMED
SOLICITING MATERIAL OR OTHERWISE DEEMED FILED UNDER EITHER OF SUCH ACTS.

COMPENSATION COMMITTEE REPORT TO STOCKHOLDERS

The Compensation Committee currently consists of Messrs. Graves and Swarts,
independent, non-employee directors. The Compensation Committee has a primary
role in determining compensation levels of the executive officers of the Company
and administering the Company's stock option plans and the Company's bonus plan.
The Compensation Committee determines awards to be made under such plans to the
executive officers, as well as to other eligible individuals.

EXECUTIVE OFFICER COMPENSATION

PHILOSOPHY AND OBJECTIVES. The Compensation Committee's objectives are to
attract, retain and reward experienced, highly motivated executives.
Compensation for executive officers includes three elements: base salary,
performance-based quarterly and annual bonuses, and long-term grants of stock
options. The Compensation Committee believes that this approach best serves
stockholder interests because it permits compensation to be set at a level that
is both highly competitive within the industry and, in substantial part,
performance-based.

SALARY. The Compensation Committee reviews the aggregate of base salary and
annual bonus offered for comparable positions at other gaming companies based on
readily available information and, in doing so, considers the recommendations of
the Chief Executive Officer. Salaries are then adjusted by the Compensation
Committee to a level believed to be competitive or reflect significant changes
in responsibilities.

BONUS PLAN. In late 1995, the Compensation Committee adopted a short-term
cash incentive bonus plan for certain members of the Company's senior and middle
management. For 1996, the bonus plan provided for quarterly and annual cash
bonuses, subject to a maximum of 87.5% of a person's base salary, based
primarily upon the satisfaction of performance targets as to EBITDA and net
income. The remaining portions of the bonuses were based on subjective criteria.
The targets were set at the beginning of the quarter by the Compensation
Committee for each individual participating in the bonus plan. Annual amounts
(reduced by quarterly payments) were reviewed by the Compensation Committee
prior to payment.

Bonuses actually paid to executive officers for 1996 were enhanced over
formula-determined amounts based on subjective criteria, including the
Committee's individual performance evaluations, assessment of the
competitiveness of current salaries and the perceived individual contribution to
the successful opening of New York-New York, which is owned and operated by an
affiliate of the Company.

For 1997, certain changes were made to the annual cash bonus plan, including
scaling benefits to increments of performance above a specified threshold of
EBITDA, imposing a $2,000,000 individual ceiling on bonuses and permitting
reduction of the formula-determined amounts to 70%, based on subjective factors.
The EBITDA threshold was set at the beginning of the year by the Compensation
Committee. There were no bonuses earned in 1997, since the minimum threshold for
performance was not achieved.

STOCK OPTION GRANTS. The Compensation Committee believes that stock option
grants serve to enhance stockholder value by linking compensation to stock
performance. The 1993 Plan utilizes vesting provisions ranging from 3 to 5 years
to encourage a longer-term perspective and to retain key employees. The size of
option awards generally is based on current grant levels for comparable
positions made by

14
<PAGE>
other companies in the gaming industry and upon subjective criteria and
recommendations of the Chief Executive Officer.

The compensation of Mr. Armstrong is paid pursuant to an exclusive
consulting agreement for certain services, described above under "Executive
Agreements," that was approved by the Board and based primarily upon Mr.
Armstrong's role as consultant to the firm on a part-time basis.

In his capacity as Chief Executive Officer, Mr. Primm makes recommendations
to the Compensation Committee regarding the compensation of other executive
officers and employees of the Company. However, final determination of executive
compensation resides with the Compensation Committee.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Chief Executive Officer, Gary E. Primm, was compensated during fiscal
1997 pursuant to his employment agreement described above under "Executive
Agreements," which was extended in October 1997 for an additional year. Mr.
Primm's base salary for fiscal 1997 was $873,713, reflecting only cost-of-living
adjustments since 1993. Mr. Primm was not paid a bonus for fiscal 1997. Mr.
Primm was granted stock options in fiscal 1997 as disclosed on the Options/SAR
Grants table at page 11 above.

The Compensation Committee
Madison B. Graves, II
George C. Swarts

May 7, 1998

15
<PAGE>
STOCK PRICE PERFORMANCE

The following Performance Graph compares the Company's cumulative
stockholder return on its Common Stock (i.e. change in stock price plus
reinvestment of dividends), with the Standard & Poor's 500 Stock Index and the
Dow Jones Entertainment & Leisure-Casino Industry Group Index. The Performance
Graph assumes that $100 was invested on June 22, 1993 (the date of the Company's
initial public offering) in each of the Common Stock, the Standard & Poor's 500
Stock Index and the Dow Jones Entertainment & Leisure-Casino Group Index. The
stock price performance shown in this graph is not necessarily indicative of and
not intended to suggest future stock price performance.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
DOW JONES ENTERTAINMENT & LEISURE - CASINO INDUSTRY
PRIMADONNA RESORTS, INC. S&P 500 GROUP
<S> <C> <C> <C>
6/22/93 100.00 100.00 100.00
1993 156.94 105.25 128.13
1994 131.94 103.63 98.37
1995 81.94 138.98 130.48
1996 94.44 167.14 142.32
1997 92.71 218.96 125.97
</TABLE>

16
<PAGE>
CERTAIN TRANSACTIONS

Three of the Company's facilities are located on approximately 142 acres of
land on both sides of Interstate 15 at the California/Nevada state line,
substantially all of which are leased from a corporation owned by Gary E. Primm,
the Company's Chairman, President, and Chief Executive Officer, and his brothers
and sisters (including the wife of H. Martin Rosa, a Company director). The
lease has an expiration date of 2043 and a Company option to renew for an
additional 25 years. Rent for all properties under the lease, set by two
appraisers selected by the lessor and the Company, is approximately $451,000 per
month. Rent is to increase each year by the cost of living, but not more than 8%
in any one year. Every eight years the rent is to be reset by the appraisers in
the manner described above, or, if they are unable to agree, by another
appraiser selected by the other two appraisers. The lease provides that for a
fee of $100,000 per year, adjusted after each 10 years of the lease term by the
cost of living but no more than 8% per year, the remaining acreage owned by the
lessor may not be used for any gaming activity unless operated by the Company.
In addition, the lessor has made available rent-free to the Company acreage for
a wastewater treatment plant operated by the Company and for the associated
rapid infiltration basins.

The Company and Mr. Primm own undivided interests of 75% and 25%,
respectively, in a Model 1125 Astral SP aircraft. Operational expenses of the
aircraft are borne by the parties based on actual flight hours utilized by each.
During 1997 the plane flew 190 hours of which 93 hours, or 49%, were for Company
purposes.

As of February 28, 1998, Mr. Primm owed the Company approximately $1,572 for
expenses arising from the joint ownership of this aircraft. Additionally, in
exchange for the Company paying the monthly base salary and related benefits for
one full-time pilot for the aircraft, Mr. Primm does not charge the Company rent
for its use and occupation of the base hangar for the aircraft.

Gary E. Primm and his brothers and sisters (including Dr. Rosa's wife) own
and operate a convenience store located just south of the Primadonna Resort
across the California border. The Company provides certain services and
supplies, for $2,000 per month, which the Company believes reflects the fair
market value of such services and supplies. In addition, the Company supplies
the store with stand-by security services at its cost plus 10%, as well as water
and sewer services at the generally prevailing rates in Las Vegas.

The Company entered into a lease agreement with Hughes Parkway Associates
dated January 10, 1994, whereby the Company leased office and parking space in
the Hughes Center (the "Hughes Center Premises"), in Las Vegas for approximately
$3,300 per month for a period of 36 months beginning March 15, 1994. Shortly
after the lease began, the Company no longer had use for the Hughes Center
Premises. On June 15, 1995, Rogich Communications Group ("RCG") and the Company
entered into a sublease agreement whereby RCG subleased the Hughes Center
Premises from the Company for approximately $2,000 per month. In November 1996,
RCG purchased the office furniture located in the Hughes Center Premises from
the Company for $30,000. The Company lease and the RCG sublease both terminated
on March 15, 1997.

Mr. Rogich (and related entities) have approximately a 50% beneficial member
interest in Gotham Limited Liability Company ("Gotham") of which Mr. Rogich is
the manager. Gotham has a 30% member interest in Motown Cafe Las Vegas, LLC
("Motown"). In exchange for an exclusive right to certain generally designated
space in the hotel and casino operated by the Company's affiliate, New York-New
York, Gotham assigned to New York-New York, in September 1996, all right, title
and interest in and to all distributions, except distributions made for the
purpose of repaying certain capital contributions, which a 5% member of Motown
would be entitled to receive in respect of certain operating profits of Motown,
and a 17% interest in certain distribution proceeds from a sale of Gotham's
interests in Motown. The parties thereafter designated the applicable space and
since January 1997, Motown has leased this space from New York-New York for the
purpose of operating a cafe (the "Cafe"). Under the lease, monthly rent includes
a fixed base amount plus a percentage of the Cafe's gross sales. As of December
31, 1997, Motown has paid approximately $1,556,875 to New York-New York under
the lease. The term of the lease is 20 years and provides for 3 conditional
options in favor of Motown to extend the term, each for a period of 5 years.

17
<PAGE>
PROPOSAL NO. 2
INDEPENDENT ACCOUNTANTS

The Board of Directors, on the recommendation of the Audit Committee,
proposes that Arthur Andersen LLP, independent auditors of the Company during
1997, be ratified as independent auditors of the Company for 1998. A
representative of Arthur Andersen LLP is expected to be present at the Annual
Meeting and will be given the opportunity to make a statement if he so desires.
The representative will be available to respond to appropriate questions.

Although this appointment is not required to be submitted to a vote of the
stockholders, the Board of Directors believes it is appropriate as a matter of
policy to request that the stockholders ratify the appointment. If the
stockholders should not ratify the appointment by the affirmative vote of a
majority of the shares represented either in person or by proxy at the Annual
Meeting, the selection of another independent auditor will be considered by the
Board of Directors.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THIS PROPOSAL.

18
<PAGE>
STOCKHOLDER PROPOSALS FOR 1999

Eligible stockholder proposals for the 1999 Annual Meeting of Stockholders
of the Company must be received at the Company's office at P.O. Box 95997,
Interstate 15 at the Southern California/Nevada Border, Las Vegas, Nevada
89193-5997 no later than January 7, 1999.

MISCELLANEOUS

If other matters properly come before the meeting, it is the intention of
the proxies to vote in accordance with their best judgment on such matters.

Pursuant to the Company's Bylaws, a stockholder of record may present
business or nominate a candidate for election to the Board of Directors before a
meeting of stockholders if such stockholder has provided the Secretary with a
timely written notice. To be timely, the notice must be received by the
Secretary, at the Company's offices, not less than 30 nor more than 90 days
prior to the meeting; provided, however in the event less than 40 days notice of
the meeting is given, the notice must be received not later than the close of
business on the tenth day following the mailing set forth in the Notice of
Meeting. To present business, the notice must contain:

- a brief description of the matter to be presented;

- the stockholder's name, address and number of shares owned; and

- a brief description of any material personal interest of the stockholder
in such business.

To nominate a candidate for the Board of Directors, the notice must contain:

- the stockholder's name, address and the number of shares owned;

- the name, age, business address and residence address of the proposed
nominee;

- the principal occupation or employment of the proposed nominee;

- the number of shares of Common Stock owned by the proposed nominee; and

- any other information relating to the proposed nominee required to be
disclosed in a solicitation of proxies pursuant to SEC Regulation 14A.

The expense of preparing, assembling, printing and mailing the proxy and the
material used in the solicitation of proxies will be borne by the Company. It is
contemplated that proxies will be solicited principally through the use of the
mails, but the officers and regular employees of the Company may solicit proxies
personally or by telephone or by special letter. The Company will reimburse
banks, brokerage houses, and other custodians, nominees and fiduciaries for
their reasonable expenses in forwarding proxy material to their principals.

The Board of Directors has no present intention to present to the meeting
for action any matters other than those described above and matters incident to
the conduct of the meeting. If any other business comes before the meeting or
any adjournment thereof (including but not limited to matters of which the Board
of Directors is currently unaware) for which specific authority has not been
solicited from the stockholders, then to the extent permitted by law, including
the rules of the Commission, the proxy grants to the persons named therein the
discretionary authority to vote thereon in accordance with their best judgment.

A copy of the Annual Report of the Company to its stockholders for the year
ended December 31, 1997, including financial statements for the year then ended,
is transmitted with these materials.

19
<PAGE>
ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE COMMON STOCK ON THE RECORD DATE
FOR THE 1998 ANNUAL MEETING MAY OBTAIN THE COMPANY'S REPORT ON FORM 10-K
INCLUDING THE ACCOMPANYING EXHIBITS UPON THE COMPANY'S RECEIPT OF A WRITTEN
REQUEST AND (IF EXHIBITS ARE REQUESTED) PAYMENT OF THE COPYING CHARGES FOR THE
EXHIBITS. REQUESTS SHOULD BE DIRECTED TO MR. ROBERT E. ARMSTRONG, SECRETARY,
PRIMADONNA RESORTS, INC., P.O. BOX 95997, INTERSTATE 15, SOUTHERN
CALIFORNIA/NEVADA BORDER, LAS VEGAS, NEVADA 89193-5997.

By Order of the Board of Directors,

[LOGO]

Robert E. Armstrong
SECRETARY

20
<PAGE>
PRIMADONNA RESORTS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS

The undersigned stockholder of Primadonna Resorts, Inc., a Nevada
corporation, acting under the Nevada Revised Statutes - Chapter 78 Private
Corporation, hereby constitutes and appoints Gary E. Primm and Robert E.
Armstrong, and each of them, the attorneys and proxies of the undersigned, each
with the power of substitution, to attend and act for the undersigned at the
Annual Meeting of Stockholders of said corporation to be held on June 2, 1998,
at 10:00 A.M., at the Primm Valley Resort and Casino Conference Center,
Interstate 15 at the Southern California/Nevada Border, Primm, Nevada, and at
any adjournments thereof in connection therewith to vote and represent all of
the shares of common stock of said corporation which the undersigned would be
entitled to vote, as follows:

<TABLE>
<S> <C> <C>
(1) ELECTION OF DIRECTORS
/ / FOR the nominees listed below / / WITHHOLD AUTHORITY to vote for the nominees listed
below
If you wish to withhold authority to vote for any individual nominee, strike a line through the nominee's
name in the list below:
ROBERT E. ARMSTRONG H. MARTIN ROSA
(2) PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT AUDITORS
/ / Approve / / Disapprove / / Abstain
(3) OTHER BUSINESS: In their discretion the proxies are authorized to vote upon such other business as may
properly come before the meeting or any adjournment thereof.
</TABLE>

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
PRIMADONNA RESORTS, INC.
<PAGE>
Each of the above-named proxies present at said meeting, either in person or
by substitute, shall have and exercise all the powers of said proxies hereunder.
This proxy will be voted in accordance with the choices specified by the
undersigned on the other side of this proxy. IF NO INSTRUCTIONS TO THE CONTRARY
ARE INDICATED HEREON, THIS PROXY WILL BE TREATED AS A GRANT OF AUTHORITY TO VOTE
FOR THE ELECTION OF THE NOMINEES FOR THE BOARD OF DIRECTORS NAMED ON THE OTHER
SIDE HEREOF AND AS A GRANT OF AUTHORITY TO VOTE FOR THE OTHER PROPOSALS STATED
ON THE OTHER SIDE HEREOF.

The undersigned acknowledges receipt of a copy of the Notice of Annual
Meeting and Proxy Statement relating to the meeting.

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Signature

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Signature (if held jointly)

Date:
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Please sign your name exactly as
it appears on this Proxy. When
signing as an attorney, executor,
administrator, trustee or
guardian, please give your full
title as such.

WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN, DATE
AND RETURN YOUR PROXY PROMPTLY IN THE POSTAGE PREPAID ENVELOPE PROVIDED.
I/we plan / / do not plan / / to attend the stockholders meeting.