CENTURY CASINOS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the Annual Meeting of Stockholders of Century
Casinos, Inc. (the "Company"), a Delaware corporation, will be convened at 8:00
a.m., Mountain Daylight Time, on Thursday, May 29, 1997, at 1625 Broadway, Suite
1600, Denver, Colorado, for the following purposes:
1. To elect one Class III director to the Board of Directors;
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
Stockholders of record at the close of business on April 21, 1997 will be
entitled to vote at the meeting.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. PLEASE FILL
IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE SO THAT
YOUR SHARES MAY BE VOTED AT THE MEETING. IF YOU ATTEND THE MEETING YOU CAN
REVOKE YOUR PROXY AND VOTE IN PERSON. YOUR VOTE IS IMPORTANT.
By Order of the Board of Directors
/s/ Norbert Teufelberger
-------------------------------
Norbert Teufelberger, Secretary
Colorado Springs, Colorado
April 25, 1997
<PAGE>
CENTURY CASINOS, INC.
26 South Tejon Street, Suite 203
Colorado Springs, Colorado 80903
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held May 29, 1997
IN GENERAL
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Century Casinos, Inc. (the "Company"),
to be used at the Annual Meeting of Stockholders (the "Meeting") to be held on
Thursday, May 29, 1997, at 1625 Broadway, Suite 1600, Denver, Colorado, at 8:00
a.m., Mountain Daylight Time, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. The enclosed material was sent on or
about April 25, 1997 to stockholders of the Company.
The shares covered by the enclosed proxy, if received by the Board of
Directors prior to the Meeting, will be voted in favor of the election of the
nominee to the Board of Directors named in this proxy statement. A proxy may be
revoked at any time before it is exercised by giving written notice to the
Secretary of the Company at its above address or by a subsequently executed
proxy. Stockholders may vote their shares in person if they attend the Meeting,
even if they have executed and returned a proxy. If no instructions are
indicated on the proxy, the shares will be voted in favor of the proposals to be
considered at the Meeting. The matters to be brought before the Meeting are the
election of one Class III member of the Board of Directors, and the transaction
of such other business as may come before the Meeting.
Expenses in connection with the solicitation of proxies will be paid by
the Company. Proxies are being solicited by mail, and, in addition, directors,
officers and regular employees of the Company (who will not receive any
additional compensation) may solicit proxies personally, by telephone or by
special correspondence. The Company will reimburse brokerage firms and others
for their expenses in forwarding proxy materials to the beneficial owners of the
Company's common stock.
VOTING SECURITIES
Only stockholders of record at the close of business on April 21, 1997
will be entitled to vote at the Meeting. On that date, there were issued and
outstanding 15,861,885 shares of the Company's $.01 par value common stock, the
only class of voting securities of the Company. Each share of common stock is
entitled to one vote per share. Cumulative voting in the election of directors
is not permitted.
A majority of the number of the outstanding shares of common stock will
constitute a quorum for the transaction of business at the Meeting.
The following table sets forth information as of April 21, 1997,
concerning record common stock ownership by beneficial owners of five percent or
more of the Company's common stock and the officers and directors of the
Company. All of the named persons below other than Thomas Graf are officers and
directors of the Company:
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<TABLE>
<CAPTION>
Name and Amount and
Address of Nature of Percent of
Title of Class Beneficial Owner Beneficial Ownership Class
- -------------- ---------------- -------------------- ----------
<S> <C> <C> <C>
Common Stock, Erwin Haitzmann 1,627,338 (a) 9.7%
$.01 par value 26 South Tejon Street
Suite 203
Colorado Springs, CO 80903
Common Stock, Peter Hoetzinger 985,456 (b) 6.0%
$.01 par value 26 South Tejon Street
Suite 203
Colorado Springs, CO 80903
Common Stock, James D. Forbes 829,828 (c) 5.1%
$.01 par value 26 South Tejon Street
Suite 203
Colorado Springs, CO 80903
Common Stock, Norbert Teufelberger 553,832 (d) 3.4%
$.01 par value 26 South Tejon Street
Suite 203
Colorado Springs, CO 80903
Common Stock, Brad Dobski 62,333 (e) (f)
$.01 par value 26 South Tejon Street
Suite 203
Colorado Springs, CO 80903
Common Stock, All Officers and Directors 4,059,287 22.3%
$.01 par value as a Group (five persons)
Common Stock, Thomas Graf 2,561,000 (g) 16.1%
$.01 par value Liechtensteinstrasse 54
A-2344 Maria Enzerdorf
Austria
<FN>
(a) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) a nonstatutory stock option for 820,000 shares
exercisable at $1.50 per share; and (iii) a warrant for 13,669 shares
exercisable at $2.25 per share.
(b) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) a nonstatutory stock option for 413,000 shares
exercisable at $1.50 per share; (iii) a warrant for 8,728 shares
exercisable at $2.25 per share; and (iv) 100,000 shares held by Mr.
Hoetzinger's spouse.
(c) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) a nonstatutory stock option for 328,000 shares
exercisable at $1.50 per share; and (iii) a warrant for 13,064 shares
exercisable at $2.25 per share.
(d) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) a nonstatutory stock option for 143,000 shares
exercisable at $1.50 per share; and (iii) a warrant for 5,416 shares
exercisable at $2.25 per share.
(e) Includes incentive stock options for 4,500 shares exercisable at $2.25
per share and 38,333 shares exercisable at $1.50 per share, and is less
than 1% of the Common Stock.
(f) Less than 1%.
(g) Includes a warrant for 50,000 shares exercisable at $2.25 per share.
</FN>
</TABLE>
2
<PAGE>
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Information regarding the Board of Directors and executive officers of
the Company, as of April 21, 1997, is as follows:
Officer or
Name Age Positions Held Director Since
--------------
Erwin Haitzmann 43 Chairman of the Board March 1994
Peter Hoetzinger 34 Vice Chairman of the Board
and Assistant Secretary March 1994
James D. Forbes 39 President, Assistant Treasurer
and Director March 1994
Norbert Teufelberger 32 Secretary and Director March 1994
Brad Dobski 44 Vice President-Finance and January 1995
Chief Accounting Officer
There is no family relationship between or among any of the above-listed
officers and directors.
Erwin Haitzmann holds a Doctorate degree in Social and Economic Sciences
from the University of Linz, Austria (1980), and has extensive casino gaming
experience ranging from dealer (commencing in 1975) through various casino
management positions. Mr. Haitzmann served as Chief Executive Officer of Casinos
Austria International from 1981 to 1992. During his employment he served as
chairman or member of the board of directors of more than 25 casino subsidiaries
of Casinos Austria International worldwide. From October 1992 through April 1993
he was employed by Novo Invest Casino Development as Head of the Management
Board. Mr. Haitzmann has been employed full-time by the Company since May 1993.
Peter Hoetzinger received an MBA from the University of Linz, Austria, in
1986. He thereafter joined Casinos Austria International, where he was
responsible for business development and acquisitions through October 1992; he
served as deputy to the Chief Executive Officer and as director of 10 casino
subsidiaries of Casinos Austria International. From November 1992 through April
1993, he worked for Novo Invest Casino Development. Mr. Hoetzinger has been
employed full-time by the Company since May 1993.
James D. Forbes, from 1979 to 1987, was employed in several positions in
the gaming industry with British casino companies. From 1987 through January
1993, he was employed in the gaming industry by Casinos Austria International in
various positions, including casino manager, general manager, operations manager
and regional managing director. Mr. Forbes has been employed full-time by the
Company since February 1993.
Norbert Teufelberger received an MBA from Vienna University in 1989. He
thereafter joined Casinos Austria International in 1989, as Assistant to the
Chief Executive Officer, later becoming Head of International Finance & Control.
There, his responsibilities included establishing financial operating systems
for the parent and all subsidiary companies. Additionally, he was responsible
for negotiating and establishing financing requirements of Casinos Austria
International. From November 1992 through April 1993, he worked for Novo Invest
Casino Development. Mr. Teufelberger has been employed full-time by the Company
since May 1993.
Brad Dobski holds a B.S. Degree in Mathematics from the University of
Illinois (1974), a Master's Degree in Accountancy from the University of
Illinois (1978) and is a Certified Public Accountant. From 1978 to 1986 he was
employed by the public accounting firm of Price Waterhouse, and ended his tenure
as Audit Manager. From 1986 to 1994 he served in various financial management
capacities in the U.S. and abroad with the Kiewit Companies, a privately-held
multinational conglomerate engaged in construction, telecommunications and
energy. He held the position of Financial Director of McCourt/Kiewit
International prior to leaving Kiewit in April 1994. Mr. Dobski has been
employed full-time by the Company since November 1994. He became Chief
Accounting Officer in January 1995 and became Vice President- Finance in March
1997.
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Executive Compensation
The table below sets forth executive compensation during 1994, 1995 and
1996 to the chief executive officer of the Company, James D. Forbes, and to all
other executive officers who received greater than $100,000 in compensation in
1996. No executive officer received compensation greater than $100,000 during
1995 and no officer of the Company, other than Mr. Forbes, received compensation
in 1994 greater than $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Awards Payouts
--------------------------------
Securities
Other Under-
Annual Restricted lying All Other
Compen- Stock Options/ LTIP Compen-
Salary Bonus sation Award(s) SARs Payout sation
Year ($) ($) ($) ($) (#) ($) ($)
---- ------- ------ ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Erwin Haitzmann, 1996 125,000 22,108 -- -- -- -- --
Chairman of the Board
Peter Hoetzinger, 1996 125,000 21,809 -- -- -- -- --
Vice Chairman
James D. Forbes, 1996 125,000 13,189 -- -- -- -- --
President 1995 99,500 -- -- -- 458,000 -- --
1994 100,957 -- -- -- -- -- --
Norbert Teufelberger, 1996 125,000 5,765 -- -- -- -- --
Director
<CAPTION>
YEAR-END OPTION VALUES - COMMON STOCK
The following table sets forth the aggregate options held by certain
executive officers of the Company.
Value of unexercised
Number of Securities in-the-money options at
underlying options December 31, 1996
Name Exercise(#) Value realized Exercisable/Unexercisable Exercisable/Unexercisable
--------------- ----------- -------------- ------------------------- -------------------------
Erwin Haitzmann,
Chairman of the - - 950,000/-0- $-0-(a)
Board
Peter Hoetzinger, - - 543,000/-0- $-0-(a)
Vice Chairman
James D. Forbes, - - 458,000/-0- $-0-(a)
President
Norbert Teufelberger, - - 273,000/-0- $-0-(a)
Director
<FN>
(a) Based on the average of the low ($1.22) and high ($1.34) bid prices of
the Company's Common Stock on the Nasdaq Stock Market as quoted on
December 31, 1996.
</FN>
</TABLE>
4
<PAGE>
There were no options granted to the above named officers in 1996.
Directors who are full-time employees receive no compensation for their
services as directors; all of the Company's directors are full-time employees.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than 10% of its outstanding common stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Officers and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and representations that no other reports
were required, during the fiscal year ended December 31, 1996, all Section 16(a)
filing requirements applicable to its officers, directors and greater than 10%
stockholders were complied with in a timely manner.
PROPOSAL I
ELECTION OF DIRECTOR
In the 1994 annual meeting, the stockholders approved a proposal to
divide the Board into three classes as nearly equal in number as possible. Two
Class I directors were elected for an initial one-year term expiring at the 1995
Annual Meeting of Stockholders. One of the Class I directors has since resigned,
and the size of the Board was reduced from five to four members. Two Class II
directors, Messrs. Forbes and Hoetzinger, were elected for an initial two-year
term expiring at the 1996 Annual Meeting of Stockholders. One Class III
director, Mr. Haitzmann, was elected for an initial three-year term expiring at
5
<PAGE>
the 1997 Annual Meeting of Stockholders. Beginning with the 1995 annual
meeting, each director who is elected at an Annual Meeting will be elected for a
three-year term expiring at the third Annual Meeting of Stockholders after such
director's election. Accordingly, directors of one Class only are elected at
each year's Annual Meeting of Stockholders. If elected, all nominees are
expected to serve until the expiration of their respective terms and until their
successors are duly elected and qualified.
At the Meeting, the one Class III director will be elected. The proxies
named on the enclosed proxy intend to vote for the election of the nominee,
Erwin Haitzmann. Proxies cannot be voted for a greater number of directors than
the number nominated, which, in this instance, is one director. The nominee is
presently a member of the Board of Directors, having been appointed in
connection with the March 31, 1994 business combination. The nominee has
indicated a willingness to serve; however, in the event the nominee should
become unable to serve as a director, the proxy will be voted in accordance with
the best judgment of the persons acting under the proxy.
The information concerning Mr. Haitzmann, the nominee for the Class III
director, is set forth above under "Information Concerning Directors and
Executive Officers."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEE.
Certain Information Regarding the Board of Directors
During 1996, there were no formal meetings of the Board of Directors.
However, all directors were also full-time employees of the Company, and on
several occasions during the year, the members of the Board of Directors
executed unanimous written consents in lieu of meetings. The Board of Directors
does not have separate Audit, Compensation or Nominating Committees.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP is the Company's independent public accounting
firm. Deloitte & Touche LLP is expected to be the Company's independent auditor
for 1997. A representative of Deloitte & Touche LLP is expected to be present at
the Meeting to be available to respond to questions.
STOCKHOLDER PROPOSALS
Any appropriate proposal submitted by a stockholder of the Company and
intended to be presented at the 1998 annual meeting of stockholders must be
received by the Company by November 1, 1997, to be included in the Company's
proxy statement and related proxy for such annual meeting. Such proposals should
be directed to the Secretary of the Company.
OTHER MATTERS
The Company knows of no other matters to be brought before the Meeting,
but if other matters come before the Meeting, it is the intention of the persons
named in the solicited proxy to vote such proxy in accordance with their
judgment.
No compensation will be paid to any person in connection with
solicitation of proxies. Brokers, banks, etc., will be reimbursed for
out-of-pocket and reasonable clerical expenses incurred in obtaining
instructions from beneficial owners of the Company's common stock. Special
solicitation of proxies may in certain instances be made personally or by
telephone by officers and employees of the Company and by employees of certain
banking and brokerage houses. All expenses, estimated to be normal in connection
with this solicitation, will be borne by the Company. Votes will be counted
manually.
6
<PAGE>
Abstentions will be noted, and will be counted as present for purposes of a
quorum. Broker non-votes will not be counted for purposes of a quorum.
ANNUAL REPORT ON FORM 10-KSB
A copy of the Annual Report on Form 10-KSB of the Company for the Year
Ended December 31, 1996, without exhibits, accompanies this Proxy Statement. No
such part of the Form 10-KSB is incorporated herein by reference and no part
thereof is to be considered proxy soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS
Colorado Springs, Colorado
April 25, 1997
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PROXY PROXY
CENTURY CASINOS, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of Century Casinos, Inc. acknowledges
receipt of the Notice of Annual Meeting of Stockholders, to be held on Thursday,
May 29, 1997, at 1625 Broadway, Suite 1600, Denver, Colorado, at 8:00 a.m.
Mountain Daylight Time, and hereby appoints James D. Forbes or Norbert
Teufelberger, or either of them, each with the power of substitution, as
attorneys and proxies to vote all the shares of the undersigned at said Annual
Meeting and at all adjournments thereof, hereby ratifying and confirming all
that said attorneys and proxies may do or cause to be done by virtue hereof. The
above-named attorneys and proxies are instructed to vote all of the
undersigned's shares as follows:
1. To elect one Class III director to the Board of Directors: Erwin Haitzmann
Erwin Haitzmann FOR _____ AGAINST _____ ABSTAIN _____
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY, WHEN PROPERTY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1.
Dated this ______ day of ________________, 1997.
-------------------------------
Signature
-------------------------------
Signature
Please sign your name exactly
as it appears on your stock
certificate. If shares are held
jointly, each holder should
sign. Executors, trustees, and
other fiduciaries should so
indicate when signing.
Please sign, date and return
this proxy immediately.
NOTE: Securities dealers please
state the number of shares voted
by this proxy ______________.
