<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
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
BOARDWALK CASINO, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
ANDREW N. BERNSTEIN, ESQ.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:/1/
---------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] 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>
BOARDWALK CASINO, INC.
3750 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
TELEPHONE: (702) 735-2400
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, NOVEMBER 21, 1996
To the Shareholders:
PLEASE TAKE NOTICE that a Special Meeting of Shareholders (the
"Meeting) of Boardwalk Casino, Inc. (the "Company") will be held at the Holiday
Inn Casino Boardwalk, 3750 Las Vegas Boulevard South, Las Vegas, Nevada 89109,
on Thursday, November 21, 1996, at 11:00 a.m., local time, for the following
purpose:
1. To approve an amendment to the Company's Articles of Incorporation
to increase the number of authorized shares of Common Stock from 15,000,000 to
50,000,000 (the "Proposal").
The Board of Directors has fixed the close of business on October 21,
1996, as the record date for the determination of shareholders entitled to
notice of and to vote at the Meeting and at any adjournment or adjournments
thereof.
A Proxy Statement which describes the foregoing Proposal and a form of
Proxy accompany this Notice.
By Order of the Board of Directors
Louis J. Sposato
Secretary
Dated: October 25, 1996
IMPORTANT
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO
EXECUTE THE ACCOMPANYING PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED REPLY
ENVELOPE WHICH REQUIRES NO POSTAGE. ANY SHAREHOLDER GRANTING A PROXY MAY REVOKE
THE SAME AT ANY TIME PRIOR TO ITS EXERCISE. ALSO, WHETHER OR NOT YOU GRANT A
PROXY, YOU MAY VOTE IN PERSON IF YOU ATTEND THE MEETING.
<PAGE>
BOARDWALK CASINO, INC.
3750 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY, NOVEMBER 21, 1996
SOLICITATION OF PROXY
The accompanying proxy is solicited on behalf of the Board of
Directors of Boardwalk Casino, Inc. (the "Company") for use at the Special
Meeting of Shareholders of the Company (the "Meeting") to be held at the Holiday
Inn Casino Boardwalk, 3750 Las Vegas Boulevard South, Las Vegas, Nevada 89109,
on Thursday, November 21, 1996, and at any adjournment or adjournments thereof.
In addition to the use of the mails, proxies may be solicited by personal
interview, telephone or telegraph by officers, directors and other employees of
the Company, who will not receive additional compensation for such services.
The Company may also request brokerage houses, nominees, custodians and
fiduciaries to forward the soliciting material to the beneficial owners of stock
held of record and will reimburse such persons for forwarding such material at
the rates suggested by the New York Stock Exchange. The Company will bear the
cost of this solicitation of proxies. Such costs are expected to be nominal.
Proxy solicitation will commence with the mailing of this Proxy Statement on or
about October 25, 1996.
Execution and return of the enclosed proxy will not affect a
shareholder's right to attend the Meeting and to vote in person. Any
shareholder executing a proxy retains the right to revoke it at any time prior
to exercise at the Meeting. A proxy may be revoked by delivery of written
notice of revocation to the Secretary of the Company, by execution and delivery
of a later proxy or by voting the shares in person at the Meeting. A proxy,
when executed and not revoked, will be voted in accordance with the instructions
thereon. In the absence of specific instructions, proxies will be voted by the
person named in the proxy "FOR" the proposal to approve an amendment to the
Company's Articles of Incorporation to increase the number of authorized shares
of Common Stock from 15,000,000 to 50,000,000.
PURPOSE OF MEETING
As stated in the Notice of Special Meeting of Shareholders
accompanying this Proxy Statement, the only business to be conducted and the
only matter to be considered and acted upon at the Meeting is as follows:
1. To approve an amendment to the Company's Articles of Incorporation
to increase the number of authorized shares of Common Stock from 15,000,000 to
50,000,000 (the "Proposal").
<PAGE>
VOTING AT MEETING
The voting securities of the Company consist solely of common stock,
$.001 par value per share (the "Common Stock").
The record date for shareholders entitled to notice of and to vote at
the Meeting is the close of business on October 21, 1996, at which time the
Company had outstanding and entitled to vote at the Meeting 7,179,429 shares of
Common Stock. Shareholders are entitled to one vote, in person or by proxy, for
each share of Common Stock held in their name on the record date. Shareholders
representing a majority of the Common Stock outstanding and entitled to vote
must be present or represented by proxy to constitute a quorum.
Approval of the Proposal will require the affirmative vote of the
holders of a majority of the Common Stock outstanding and entitled to vote at
the Meeting.
STOCK OWNERSHIP
The following table sets forth certain information regarding
beneficial ownership of the Common Stock as of October 4, 1996, by (i) all
persons known by the Company to be the owner, of record or beneficially, of more
than five percent of the outstanding Common Stock, (ii) each director of the
Company and (iii) all directors and executive officers as a group. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with
respect to securities. Shares of Common Stock subject to options currently
exercisable or exercisable within 60 days of October 4, 1996 are deemed
outstanding for computing the percentage of the person holding such securities
but are not outstanding for computing the percentage of any other person.
As far as is known to management of the Company, no person owned
beneficially more than five percent of the outstanding shares of Common Stock as
of October 4, 1996 except as set forth below.
SHARES BENEFICIALLY
NAME OWNED PERCENT OF SHARES
---- ------------------- -----------------
Norbert W. Jansen and Avis Jansen, 3,067,589 42.7
Trustees u/a/d 07/14/93 (1)
Norbert W. Jansen (1) 3,210,089(3) 43.8
Avis P. Jansen (1)(2) 3,210,089(3) 43.8
Louis J. Sposato (7) 67,500(4) *
James Scibelli (7) 370,000(5) 4.9
Keven J. Picardo (7) 11,000(6) *
-2-
<PAGE>
Franklin Custodian Funds, Inc. - 1,281,869(8) 15.1
Income Series (7)
Warburg Pincus Growth & Income
Fund (7) 675,000 9.4
Diversified Opportunities Group
Ltd. (7) 753,840 10.5
All Executive Officers and Directors
as a group (6 persons) 3,658,589 47.2
- ----------------------
* Represents beneficial ownership of less than 1% of the outstanding shares
of Common Stock.
(1) The business address of Norbert W. Jansen and Avis Jansen, Trustees u/a/d
07/14/93 (the "Jansen Trust"), Norbert W. Jansen and Avis P. Jansen is 3750
Las Vegas Boulevard South, Las Vegas Nevada 89109. Such shares are held of
record and beneficially by The Jansen Trust but may be deemed to also be
beneficially owned by Mr. Jansen (within the meaning of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) since, as trustee of The
Jansen Trust, Mr. Jansen has the power to direct the voting and disposition
of such shares.
(2) Avis P. Jansen is the spouse of Norbert W. Jansen and is also deemed to
beneficially own the 3,067,589 shares beneficially owned by Norbert W.
Jansen and the Jansen Trust.
(3) Includes options currently exercisable to acquire 127,500 shares of Common
Stock owned by Norbert W. Jansen and options currently exercisable to
acquire 15,000 shares of Common Stock owned by Avis P. Jansen.
(4) Includes options currently exercisable to acquire 67,500 shares of Common
Stock.
(5) Includes options currently exercisable to acquire 15,000 shares of Common
Stock and 355,000 redeemable common stock purchase warrants sold by the
Company in its initial public offering dated February 11, 1994 (the
"Warrants"). Each Warrant entitles the holder thereof to purchase one
share of Common Stock at $5.00 per share at any time until February 11,
1998, subject to earlier redemption under certain circumstances.
(6) Includes options currently exercisable to acquire 10,000 shares of Common
Stock.
(7) The business address of Messrs. Sposato, Scibelli and Picardo is 3750 Las
Vegas Boulevard South, Las Vegas, Nevada 89109. The business address of
Franklin Custodian Funds, Inc. - Income Series is 777 Mariners Island
Blvd., San Mateo, California 94404. The business address of Warburg Pincus
Growth & Income Fund is 466 Lexington Avenue, New York, New York 10017.
The business address of Diversified Opportunities Group Ltd. is c/o Jacobs
Entertainment Ltd., 1231 Main Avenue, Cleveland, Ohio 44113.
(8) Represents warrants currently exercisable to acquire 1,281,869 shares of
Common Stock.
-3-
<PAGE>
PROPOSAL TO AMEND COMPANY'S ARTICLES OF INCORPORATION
On October 3, 1996, the Board of Directors approved, subject to
shareholder approval, an amendment to the Company's Articles of Incorporation
(the "Articles") to increase the number of shares of voting common stock, $.001
par value per share (the "Common Stock") that the Company is authorized to issue
from 15,000,000 to 50,000,000 (the "Amendment").
The Board has determined that an increase in the number of authorized
shares of Common Stock is in the best interests of the Company and its
shareholders. The Company intends to use authorized and unissued shares of
Common Stock for various corporate purposes, including, but not limited to,
possible future financing and acquisition transactions, possible
recapitalization through a stock split or stock dividend, issuances of
additional stock options or awards, and other corporate purposes. Authorized
and unissued shares of Common Stock may be issued for the foregoing purposes by
the Board without further shareholder action unless the issuance is in
connection with a transaction for which shareholder approval is otherwise
required under the Articles, applicable law, regulation or agreement.
The Company presently has no definitive commitments, agreements or
undertakings to issue any material amount of additional shares, other than in
connection with outstanding options, warrants or other securities convertible
into Common Stock. Shares of Common Stock, including the additional shares
proposed for authorization, do not have preemptive or similar rights. The
issuance of additional shares of Common Stock could have the effect of diluting
existing shareholder earnings per share, book value per share and voting power.
In addition, issuance of shares of Common Stock could be used to make a change
in control of the Company more difficult or costly by diluting stock ownership
of persons seeking to obtain control of the Company or by permitting the Board
of Directors to issue shares to purchasers favorable to the Board of Directors
in opposing an effort to obtain control of the Company.
Pursuant to Article III, Section 3.1 of the Articles, the Company is
currently authorized to issue 15,000,000 shares of voting Common Stock and
15,000,000 shares of preferred class, having a par value of $.001 per share (the
"Preferred Shares"). If the Amendment is approved, the number of authorized
shares of voting Common Stock will be increased to 50,000,000 and the number of
authorized shares of Preferred Shares will remain at 15,000,000. As of October
4, 1996, there were 7,179,429 outstanding shares of Common Stock and no
outstanding shares of Preferred Shares.
If the Proposal is adopted by the shareholders, Article III, Section
3.1 of the Articles will be amended to read in its entirety as follows:
"Section 3.1. Authorized Shares. The aggregate number of shares
-----------------
which the corporation shall have authority to issue is 65,000,000
shares, consisting of:
(a) 50,000,000 shares of a single series of common class,
having a par value of $.001 per share, each of which is entitled
to one vote in all matters on which the stockholders of the
corporation are required or permitted to vote (the "Common
Shares"); and
(b) 15,000,000 shares of preferred class, having a par value of
$.001 per share (the "Preferred Shares")."
-4-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSED AMENDMENT TO THE
ARTICLES TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK OF THE
COMPANY FROM 15,000,000 TO 50,000,000.
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholder of record of the Company who desires to submit a
proper proposal for inclusion in the proxy materials relating to the next Annual
Meeting of Shareholders must do so in writing and it must be received at the
Company's principal executive offices by September 29, 1996. The proponent must
be a record or beneficial owner entitled to vote at the next Annual Meeting on
his proposal and must continue to own such security entitling him to vote
through the date on which the meeting is held.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
Louis J. Sposato
Secretary
October 25, 1996
-5-
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE SPECIAL MEETING OF SHAREHOLDERS OF
BOARDWALK CASINO, INC.
TO BE HELD NOVEMBER 21, 1996
The undersigned hereby appoints Norbert W. Jansen and/or Louis J. Sposato
as the lawful agent and Proxy of the undersigned (with all powers the
undersigned would possess if personally present, including full power of
substitution), and hereby authorizes each of them to represent and to vote, as
designated below, all the shares of Common Stock of Boardwalk Casino, Inc.
held of record by the undersigned as of the close of business on October 21,
1996, at the Special Meeting of Shareholders to be held on Thursday, November
21, 1996, or any adjournment or postponement thereof.
1. To approve an amendment to the Company's Articles of Incorporation to
increase the number of authorized shares of Common Stock from 15,000 to
50,000,000 (the "Proposal").
[_] FOR [_] AGAINST [_] ABSTAIN
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER, THE PROXY WILL BE VOTED IN FAVOR OF ITEM (1).
<PAGE>
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said proxy or his substitutes may do by
virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: ______________________, 1996
_______________________________________________
(Signature)
_______________________________________________
(Signature if held jointly)
Please mark, sign, date and return the proxy
card promptly using the enclosed envelope
[_] PLEASE CHECK THIS BOX IF YOU INTEND
TO BE PRESENT AT THE MEETING.
