-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HfBGb+BO2ETMmH2PSkPiBb8rQmfLP2qDkxBz/V+HPiXEIjMoJCRtIECu0iWgGpjJ Hac1+kqwEMBH8I7yuHUXBA== 0000892569-97-003101.txt : 19971114 0000892569-97-003101.hdr.sgml : 19971114 ACCESSION NUMBER: 0000892569-97-003101 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971112 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA HOTEL & CASINO CENTRAL INDEX KEY: 0000824412 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880121743 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 033-51672-01 FILM NUMBER: 97714367 BUSINESS ADDRESS: STREET 1: 2950 S INDUSTRIAL RD CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027927216 MAIL ADDRESS: STREET 1: 2950 SOUTH INDUSTRIAL ROAD CITY: SAS VEGAS STATE: NV ZIP: 89109 10-K/A 1 AMENDMENT TO THE FORM 10-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition period from _________ to _________. Commission file number: 33-51672 CALIFORNIA HOTEL AND CASINO (Exact name of Registrant as specified in its charter) NEVADA 88-0121743 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2950 SOUTH INDUSTRIAL ROAD, LAS VEGAS NV 89109 (Address of principal executive offices)(Zip Code) (702) 792-7200 (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO . --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of October 31, 1997, none of the voting stock was held by non-affiliates of the Registrant. As of October 31, 1997, the registrant had outstanding 1,000 shares of Common Stock. 2 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The following table sets forth the directors and executive officers of the Company as of October 31, 1997.
NAME AGE POSITION - ---- --- -------- William S. Boyd 65 President and Director Donald D. Snyder 50 Senior Vice President and Director Robert L. Boughner 44 Senior Vice President and Director Ellis Landau 53 Senior Vice President, Chief Financial Officer and Treasurer James W. Hippler 50 Senior Vice President - Administration Keith E. Smith 37 Vice President and Controller Charles E. Huff 52 Vice President, Secretary and General Counsel
-1- 3 William S. Boyd, a co-founder of the Company, has served as a director and President of the Company since its inception in 1973 and Chairman of the Board of Directors and Chief Executive Officer from January 1988. Prior to joining the Company, Mr. Boyd practiced law in Las Vegas for 15 years. Between 1970 and 1974 he also was Secretary and Treasurer and a member of the Board of Directors of the Union Plaza Hotel and Casino. Mr. Boyd is active in numerous business and civic organizations in Las Vegas. Donald D. Snyder has been Senior Vice President and director of the Company since January 1997. From July 1996 to January 1997, Mr. Snyder served as Boyd Gaming Corporation's Executive Vice President -- Administration. From 1993 to the present, Mr. Snyder served as Chairman, President and Chief Executive Officer of the Fremont Street Experience, Limited Liability Company, the developer and operator of the Fremont Street Experience in Downtown Las Vegas. From 1992 to 1993, he was President of Strategic Associates, Inc., a consulting firm. From 1987 through 1991, he served as Chairman of the Board and Chief Executive Officer of First Interstate Bank of Nevada. Robert L. Boughner has served as Senior Vice President of the Company since 1985 and was elected as a Director of the Company in November 1994. Prior to that time, he held various management positions in the Company. Mr. Boughner also serves as Executive Vice President and Chief Operating Officer of Boyd Gaming Corporation since April 1990. Mr. Boughner is active in civic and industry affairs, and serves on the Board of Directors of the Las Vegas Convention and Visitors Authority, the Nevada Hotel and Motel Association and the Nevada Restaurant Association. Ellis Landau has been Senior Vice President Chief Financial Officer and Treasurer of the Company since August 1990. From April 1990 through July 1990, he served as a consultant to the Company. Prior to joining the Company, Mr. Landau held various management positions with Ramada, Inc., a gaming and hospitality company whose gaming operations were transferred to Aztar Corporation, including Vice President and Treasurer of that company from 1978 to February 1990. James W. Hippler has been Senior Vice President-Administration of the Company since April 1990. From 1980 to 1990, Mr. Hippler held various positions with CH&C, including Director of Risk Management, Director of Internal Audit and Director of Human Resources. Keith E. Smith has served as Vice President and Controller since June 1993 and, from September 1990 to June 1993 he served as Corporate Controller of the Company. From May 1989 to September 1990, Mr. Smith was Vice President- Finance of the Dunes Hotel, Casino and Country Club in Las Vegas. From 1982 to May 1989, he was employed by Ramada, Inc., a gaming and hospitality company, in a variety of positions, including Controller of the Tropicana Resort and Casino in Las Vegas. Charles E. Huff has served as Vice President and General Counsel of the Company since July 1986 and Secretary since January 1988. Mr. Huff also served as Vice President, Secretary and General Counsel of Boyd Gaming since its inception. Prior to joining the Company, Mr. Huff practiced law in Las Vegas for 13 years. -2- 4 Directors of the Company are elected annually to serve for one year and until their successors are duly elected and qualified. Officers serve at the discretion of the Board of Directors. Each director of the Company is also a director of Boyd Gaming and, as such, is entitled to receive certain compensation and/or reimbursement of expenses from Boyd Gaming. ITEM 11. EXECUTIVE COMPENSATION The Company is a wholly-owned subsidiary of Boyd Gaming. The following table sets forth the cash compensation earned for services performed for Boyd Gaming during the three fiscal years in the period ended June 30, 1997 by Boyd Gaming's Chief Executive Officer, each of its other four most highly compensated executive officers, and two former executive officers who would have been one of the four other most highly compensated executive officers had they continued to be executive officers through the end of the fiscal year (collectively, the "Named Executive Officers"). SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION AWARDS ------------ ANNUAL SECURITIES COMPENSATION(2) UNDERLYING ALL OTHER --------------------- OPTIONS/SARS COMPENSATION NAME AND PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($) (#) ($)(3) - ------------------------------------------- ------ --------- --------- ------------ ------------ William S. Boyd............................ 1997 1,000,000 0 200,000 5,601 Chairman and Chief 1996 1,000,000 0 0 7,865 Executive Officer 1995 1,000,000 574,137 140,000 5,706 Robert L. Boughner......................... 1997 525,000 7,875 50,000 5,601 Executive Vice President and 1996 500,000 30,000 0 4,250 Chief Operating Officer 1995 400,000 115,680 40,000 5,706 Ellis Landau............................... 1997 367,500 5,513 35,000 5,340 Executive Vice President, Treasurer, 1996 350,000 21,000 0 5,592 and Chief Financial Officer 1995 300,000 86,760 30,000 5,445 Donald D. Snyder........................... 1997 350,000 3,750 50,000 2,340 President(4) James W. Hippler........................... 1997 210,000 3,150 41,334(5) 5,340 Senior Vice President, 1996 200,000 12,000 0 5,592 Administration 1995 175,000 33,740 6,500 5,445 Maunty C. Collins(6)....................... 1997 400,000 31,996 100,000(7) 5,340 Senior Vice President -- 1996 375,000 22,500 0 5,705 Director of Operations, 1995 275,000 79,530 30,000 5,780 Central Region Ralph W. Purnell(8)........................ 1997 335,000 27,236 35,000 5,340 Senior Vice President -- 1996 335,000 77,385 0 6,650 Director of Operations, 1995 310,000 89,652 30,000 5,445 Nevada Region
- --------------- (1) Positions held are those with Boyd Gaming. (2) The incremental cost to Boyd Gaming of providing perquisites and other personal benefits during the last three fiscal years did not exceed, as to any named executive officer, the lesser of $50,000 or 10% of the total salary and bonus paid to such executive officer for any such year and, accordingly, is omitted from the table. (3) Amounts represent Boyd Gaming's Profit Sharing and 401(k) Plan contributions and payments of term life insurance premiums. In fiscal 1997, Boyd Gaming's Profit Sharing and 401(k) Plan contributions were $3,000, $3,000, $3,000, $0, $3,000, $3,000 and $3,000 for Messrs. Boyd, Boughner, Landau, Snyder, Hippler, Collins and Purnell, respectively. In fiscal 1997, life insurance premium payments by Boyd Gaming for Messrs. Boyd, Boughner, Landau, Snyder, Hippler, Collins and Purnell were $2,601, $2,601, $2,340, $2,340, $2,340, $2,340 and $2,340, respectively. (4) Mr. Snyder has been an executive officer of the Company and Boyd Gaming since July 1996 and has served as President of Boyd Gaming since January 1997. Prior to Mr. Snyder's employment with the Company, he served as a consultant and received options to purchase 45,000 shares of Boyd Gaming's Common Stock in fiscal 1996. (5) 16,334 shares represent options previously awarded and repriced in 1997. (6) Mr. Collins was an executive officer of Boyd Gaming until March 27, 1997. (7) 65,000 shares represent options previously awarded and repriced in 1997. (8) Mr. Purnell was an executive officer of Boyd Gaming until March 27, 1997. Mr. Purnell retired as Boyd Gaming's Senior Vice President, Director of Operations, Nevada Region, on June 30, 1997. Mr. Purnell subsequently entered into a Consulting Agreement with Boyd Gaming pursuant to which he receives annual compensation of $115,000 per year for a 3 year period and continued insurance coverage. In connection with his Consulting Agreement, Mr. Purnell received a fully-vested option to purchase 30,000 shares of Common Stock at an exercise price of $5.75 per share. -3- 5 OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE ----------------------------------------------------------- VALUE AT % OF TOTAL ASSUMED ANNUAL RATES NUMBER OF OPTIONS/SARS OF STOCK PRICE SECURITIES GRANTED TO EXERCISE APPRECIATION FOR UNDERLYING EMPLOYEES IN OR OPTION TERM(2) OPTIONS/SARS FISCAL BASE PRICE EXPIRATION -------------------- NAME GRANTED(#) YEAR(1) ($/SHARE) DATE 5%($) 10%($) ---- ------------ ------------ ----------- --------------- -------- --------- William S. Boyd.......... 50,000 1.80 11.50 8/28/06 361,614 916,402 150,000 5.39 8.375 12/20/06 790,049 2,002,139 Robert L. Boughner....... 50,000 1.80 8.375 12/20/06 263,350 667,380 Ellis Landau............. 35,000 1.26 8.375 12/20/06 184,345 467,166 Donald D. Snyder......... 50,000 1.80 8.375 12/20/06 263,350 667,380 James W. Hippler(3)...... 25,000 0.90 8.375 12/20/06 131,675 333,690 12,000 0.43 5.75 10/14/03 25,138 57,591 4,334 0.16 5.75 4/21/05 11,692 27,916 Maunty C. Collins(4)..... 35,000 1.26 8.375 12/20/06 184,345 467,166 45,000 1.62 5.75 10/14/03 94,267 215,965 20,000 0.72 5.75 4/21/05 53,957 128,824 Ralph W. Purnell......... 35,000 1.26 8.375 12/20/06 184,345 467,166
- --------------- (1) Based on options for 2,783,671 shares granted to employees of Boyd Gaming and its affiliates in the fiscal year ended June 30, 1997. The options shown as granted during such fiscal year included options for 1,277,971 shares granted in previous years that were repriced June 2, 1997. All options granted, except as specifically noted, had ten year terms and vest ratably over three years. (2) The potential realizable value is calculated based on the term of the option at its time of grant (10 years). It is calculated by assuming that the stock price appreciates at the indicated rate compounded annually for the entire term of the option and that the option is exercised and sold on the last day of its term for the appreciated stock price. No gain to the option holder is possible unless the stock price increases over the exercise price during the term of the option. (3) The option grants for 12,000 and 4,334 shares represent options granted in prior years that were repriced in 1997. Pursuant to the terms of the repricing, the optionee received a repriced option for half of the shares covered by his original $17.00 option and a repriced option for two-thirds of the shares covered by his original $13.625 option. Although options originally priced at $17.00 were fully vested at the time of repricing and two-thirds of the shares originally priced at $13.625 were vested, all repriced options will not become exercisable until December 31, 1998. (4) The grants of options for 45,000 and 20,000 shares represent options granted in prior years and repriced in 1997 on the terms discussed in (3) above. -4- 6 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
NUMBER OF SECURITIES VALUE OF UNDERLYING UNEXERCISED UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT OPTIONS/SARS AT SHARES FISCAL YEAR-END(#) FISCAL YEAR-END($) ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/ NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE(1) ---- ----------- -------------- ------------------ ------------------ William S. Boyd...................... 0 0 618,334/246,666 0/0 Robert L. Boughner................... 0 0 176,667/63,333 0/0 Ellis Landau......................... 0 0 140,000/45,000 0/0 Donald D. Snyder..................... 0 0 15,000/80,000 0/0 James W. Hippler..................... 0 0 0/41,334 0/0 Maunty C. Collins.................... 0 0 0/100,000 0/0 Ralph W. Purnell..................... 0 0 125,000/45,000 0/0
- --------------- (1) Value is based on the closing price of Boyd Gaming's Common Stock on the New York Stock Exchange on June 30, 1997 ($5.75), less the exercise price. -5 7 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 12, 1997. CALIFORNIA HOTEL AND CASINO By /s/ KEITH SMITH ----------------------------- Keith Smith Vice President and Controller -6- -----END PRIVACY-ENHANCED MESSAGE-----