SCHEDULE 14A INFORMATION
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
ISLE OF CAPRI CASINOS, INC.
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(Name of Registrant as Specified In Its Charter)
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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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[_] 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:
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(4) Date Filed:
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ISLE OF CAPRI CASINOS, INC.
1641 POPPS FERRY ROAD
BILOXI, MISSISSIPPI 39532
(228) 396-7000
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on Tuesday, October 8, 2002
-----------------
The 2002 Annual Meeting of Stockholders of Isle of Capri Casinos, Inc. will
be held at the Isle of Capri Casino, 100 Isle of Capri Boulevard, Boonville,
Missouri 65233, on Tuesday, October 8, 2002 at 9:00 a.m., Central Standard
Time, for the following purposes:
(1) To elect eight persons to the Board of Directors;
(2) To ratify the selection of Ernst & Young LLP as our independent auditors
for the fiscal year ending April 27, 2003; and
(3) To transact such other business as may properly come before the Annual
Meeting.
The record date for the determination of stockholders entitled to vote at
the Annual Meeting, or any adjournments or postponements thereof, is the close
of business on August 28, 2002. A stockholder list will be available for
examination for the ten days prior to the meeting at the Isle of Capri Casino,
100 Isle of Capri Boulevard, Boonville, Missouri 65233. Additional information
regarding the matters to be acted on at the Annual Meeting can be found in the
accompanying Proxy Statement.
Your vote is very important to us. Whether or not you plan to attend the
meeting in person, your shares should be represented and voted. After reading
the enclosed Proxy Statement, please complete, sign, date and promptly return
the proxy in the self-addressed envelope that we have included for your
convenience. No postage is required if it is mailed in the United States.
Submitting the proxy will not preclude you from voting in person at the Annual
Meeting should you decide to attend.
BY ORDER OF THE BOARD OF DIRECTORS,
Bernard Goldstein,
Chairman and Chief Executive Officer
Biloxi, Mississippi
August 26, 2002
Please Mark, Sign, Date and Return Your Proxy in the Enclosed Envelope
ISLE OF CAPRI CASINOS, INC.
1641 POPPS FERRY ROAD
BILOXI, MISSISSIPPI 39532
(228) 396-7000
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 8, 2002
-----------------
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Isle of Capri Casinos, Inc., a Delaware corporation, of
proxies for use at the 2002 Annual Meeting of Stockholders to be held on
Tuesday, October 8, 2002, beginning at 9:00 a.m., Central Standard Time, at the
Isle of Capri Casino, 100 Isle of Capri Boulevard, Boonville, Missouri 65233,
and at any adjournment(s) of the Annual Meeting.
Our principal executive offices are located at 1641 Popps Ferry Road,
Biloxi, Mississippi 39532. A copy of our 2002 Annual Report to Stockholders,
this Proxy Statement and accompanying proxy card are first being mailed to our
stockholders on or about September 3, 2002.
QUESTIONS AND ANSWERS
What am I being asked to vote on?
At the Annual Meeting, the Company's stockholders will be asked to vote on
the following proposals:
1. To elect eight persons to the Board of Directors;
2. To ratify the selection of Ernst & Young LLP as our independent auditors
for fiscal year ending April 27, 2003.
The stockholders will also transact any other business that may properly
come before the meeting.
Who is entitled to vote at the Annual Meeting?
The record date for the Annual Meeting is August 28, 2002, and only
stockholders of record at the close of business on that date may vote at and
attend the Annual Meeting.
What constitutes a quorum for the purposes of voting?
A majority of the shares of the Company's common stock outstanding,
represented in person or by proxy at the Annual Meeting, will constitute a
quorum for the purpose of transacting business at the Annual Meeting. As of
August 22, 2002, there were 28,901,770 shares of the Company's common stock
outstanding.
What if a quorum is not present at the Annual Meeting?
If a quorum is not present during the meeting, we may adjourn the meeting.
In addition, in the event that there are not sufficient votes for approval of
any of the matters to be voted upon at the meeting, the meeting may be
adjourned in order to permit further solicitation of proxies.
How many votes do I have?
Each outstanding share of the Company's common stock entitles its owner to
one vote on each matter that comes before the meeting. The proxy card indicates
the number of shares of the Company's common stock which you owned as of the
record date, August 28, 2002.
How many votes are needed to approve each item?
Provided a quorum is present, directors will be elected by a plurality of
the votes present in person or represented by proxy at the Annual Meeting and
cast for the election of directors. Stockholders are not allowed to cumulate
their votes for the election of directors.
Approval of the selection of Ernst & Young LLP as our independent auditors
for the fiscal year ending April 27, 2003, will require an affirmative vote of
the holders of the majority of the shares present or represented by proxy at
the Annual Meeting and entitled to vote, provided a quorum is present.
Abstentions will be treated as shares that are present or represented and
entitled to vote for the purpose of determining the presence of a quorum, but
will be treated as not voting. Accordingly, abstentions will have no effect on
the number of votes necessary to elect directors or to ratify the selection of
the Company's independent auditors.
What if my stock is held by a broker?
In instances where brokers are prohibited from exercising discretionary
authority for beneficial owners who have not returned a proxy, so called
"broker non-votes", those shares will not be treated as present or represented
and entitled to vote for purposes of determining the presence of a quorum and
will not be treated as present or represented and voting for purposes of
determining the number of votes necessary for the approval of any matter on
which they do not have discretionary authority to vote.
How do I vote?
You may vote by a proxy card or you may vote in person at the Annual
Meeting. Whether or not you plan to attend the meeting, we encourage you to
complete, sign, date and promptly return your proxy card in the enclosed
envelope, which requires no postage if mailed in the United States. One of the
individuals named on the proxy card will vote your shares as directed by you on
the proxy card. If no specific selections are made, one of the individuals
named on your proxy card will vote your shares as follows:
1. For the election of the directors recommended by the Board of Directors;
2. For the ratification and selection of Ernst & Young LLP as our
independent auditors for the fiscal year ending April 27, 2003; and
3. In their discretion, upon such other business as may properly come
before the meeting.
Can I change my vote after I have submitted my proxy?
Yes, a stockholder who has submitted a proxy may revoke it at any time prior
to its use by:
1. Delivering a written notice to the Secretary;
2. Executing a later-dated proxy; or
3. Attending the Annual Meeting and voting in person.
2
A written notice revoking the proxy should be sent to the Company's Secretary
at the following address:
Allan B. Solomon
Executive Vice President and Secretary
Isle of Capri Casinos, Inc.
1641 Popps Ferry Rd., Ste. B-1
Biloxi, MS 39532
How will the votes be tabulated at the meeting?
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the Annual Meeting, and such election
inspectors will determine whether or not a quorum is present.
Will the Company solicit proxies in connection with the Annual Meeting?
Yes, the Company will solicit proxies in connection with the Annual Meeting.
We will bear all costs of soliciting proxies including charges made by brokers
and other persons holding stock in their names or in the names of nominees for
reasonable expenses incurred in sending proxy material to beneficial owners and
obtaining their proxies. In addition to solicitation by mail, our directors,
officers and employees may solicit proxies personally and by telephone and
telegraph, all without extra compensation. We have retained D. F. King & Co.,
Inc. to assist in the solicitation of proxies. The fee to be paid for such
services will be borne by us and is not expected to exceed $3,000 plus
reasonable expenses.
3
1. ELECTION OF DIRECTORS
We currently have eight directors. The Company's bylaws provide that the
number of directors of the Company may be increased by the Board of Directors.
The Board of Directors has determined that it is in the Company's best
interest, and has resolved, to have eight directors serve until the next Annual
Meeting of Stockholders. Each director holds office until his successor is
elected and qualified or until his earlier death, resignation, removal or
disqualification.
The eight nominees for whom the enclosed proxy is intended to be voted are
set forth below. All nominees are now serving as our directors. Each of these
nominees has indicated his willingness to serve if elected. The Board of
Directors has no reason to believe that any of these nominees will be
unavailable for election, but if such a situation should arise, the proxy will
be voted in accordance with the best judgment of the proxyholder for such
person or persons as may be designated by the Board of Directors, unless the
stockholder has directed otherwise.
Name Age Position(s)
---- --- -----------
Bernard Goldstein... 73 Chairman, Chief Executive Officer and Director
John M. Gallaway.... 64 President, Chief Operating Officer and Director
Allan B. Solomon.... 66 Executive Vice President, Secretary, General
Counsel and Director
Robert S. Goldstein. 47 Director
Alan J. Glazer...... 61 Director
Emanuel Crystal..... 75 Director
W. Randolph Baker... 55 Director
Jeffrey D. Goldstein 49 Director
Bernard Goldstein has been our Chairman of the Board since June 1992 and our
Chief Executive Officer since September 1995. From June 1992 until February
1993, and from September 1995 to December 1995, Mr. Goldstein was also our
President. Mr. Goldstein has been active in the development of the riverboat
gaming industry in a number of states and was Chairman of the Board of
Steamboat Development Corporation and Steamboat Southeast, Inc., companies
involved in the first legalized riverboat gaming ventures in the United States.
In addition to his involvement in the riverboat gaming industry, Mr. Goldstein
has been involved in scrap metal recycling since 1951 and barge-line
transportation since 1960. Mr. Goldstein is the father of Robert S. Goldstein
and Jeffrey D. Goldstein.
John M. Gallaway has been our President since December 1995, our Chief
Operating Officer since July 1996 and a director since April 1996. From July
1995 to November 1995, Mr. Gallaway was a professor at the University of
Houston. Mr. Gallaway was Deputy Managing Director, Gaming, of Sun
International, a company engaged in owning and operating casinos and resorts,
from September 1992 to August 1994. Prior to that, from 1984 to 1992, Mr.
Gallaway was President and General Manager of TropWorld Casino Resort in
Atlantic City and, from 1981 to 1984, he was President and General Manager of
the Tropicana Casino Hotel in Las Vegas.
Allan B. Solomon has been our Secretary and a director since June 1992,
served as our Chief Financial Officer and Treasurer from June 1992 to October
1993, and was Chairman of our Executive Committee from January 1993 to April
1995. Mr. Solomon became our General Counsel in May 1994 and became Executive
Vice President in April 1995. From 1986 to May 1994, Mr. Solomon was President
of Allan B. Solomon, P.A., which was a partner in the Florida law firm of Broad
and Cassel.
Robert S. Goldstein has been a director since February 1993. Mr. Goldstein
is the President of Alter Trading Corporation, a company engaged in the
business of scrap metal recycling, and has been associated with that company
since 1977. Additionally, Mr. Goldstein was a director, officer and stockholder
of the Steamboat companies and has been an officer of several affiliated river
transportation companies engaged in stevedoring and equipment leasing since
1980. Mr. Goldstein is the son of Bernard Goldstein and the brother of Jeffrey
D. Goldstein.
4
Alan J. Glazer has been a director since November 1996, and is currently
Vice President and Regional Managing Partner and a director of Morris Anderson
& Associates, Ltd., a management consulting firm. Mr. Glazer also serves as a
director of Alter Barge Lines, Inc., a private company owned by Bernard
Goldstein and members of his family.
Emanuel Crystal has been a director since October 1993, and is currently the
Chief Executive Officer of Jackson Iron & Metal Company, Inc. in Jackson,
Mississippi. He has held that position for over five years and has served in
various positions with that company since 1949.
W. Randolph Baker has been a director since 1997. Mr. Baker is Vice Chairman
and CEO of Thompson & Baker, a public relations and public affairs firm located
in Memphis, Tennessee. Previously, Mr. Baker served as a visiting professor of
gaming studies at the University of Nevada, Reno, and as Director of Public
Affairs for The Promus Companies Incorporated, then a holding company for
casino and hotel brands.
Jeffrey D. Goldstein has been a director since October 2001. Mr. Goldstein
is chairman and chief executive officer of Alter Barge Lines, Inc. and its
related transportation entities. Mr. Goldstein has been associated with the
company for thirty years, serving in various management roles. Additionally,
Mr. Goldstein was a director, officer and stockholder of the Steamboat
companies. Mr. Goldstein is the son of Bernard Goldstein and the brother of
Robert S. Goldstein.
The Board of Directors recommends that the stockholders vote "FOR" the
election of each nominee for director named above.
Meetings and Committees of the Board
The Board of Directors has three standing committees: the Stock Option and
Compensation Committee, the Audit Committee and the Compliance Committee. The
Board of Directors does not have a Nominating Committee or any committee
performing similar functions. During the fiscal year ended April 28, 2002,
which we refer to as "fiscal 2002", the Board of Directors met seven times, the
Stock Option and Compensation Committee met four times, the Audit Committee met
five times and the Compliance Committee met four times. During fiscal 2002, all
directors attended at least 75% of the meetings of the Board of Directors and
the committees thereof on which they served.
Messrs. Alan J. Glazer, Robert S. Goldstein and Emanuel Crystal are members
of the Compensation Committee. Mr. Glazer acts as chairman of the Stock Option
and Compensation Committee. The Stock Option and Compensation Committee acts as
an advisory committee to the full Board with respect to compensation of our
executive officers and other key employees, including administration of the
stock option plan, option grants and bonuses.
Messrs. Emanuel Crystal, Alan J. Glazer, W. Randolph Baker and Jeffrey D.
Goldstein are members of the Audit Committee. Mr. Crystal acts as chairman of
the Audit Committee. The Audit Committee's responsibilities include
recommending to the Board the selection of our independent auditors, reviewing
the arrangements and the scope of the independent audit and reviewing all
financial statements. Information regarding the functions performed by the
Audit Committee during the fiscal year is set forth in the "Report of the Audit
Committee" included in this annual proxy statement. Each member of the Audit
Committee is "independent" as defined under the Nasdaq National Market listing
requirements. The Audit Committee is governed by a written charter approved by
the Board of Directors.
Messrs. W. Randolph Baker, John M. Gallaway, Allan B. Solomon, Harry Redmond
and Ms. Janice Newman are members of the Compliance Committee. Mr. Baker acts
as chairman, Mr. Redmond is an independent member, and Ms. Newman is the
Compliance Officer of the Compliance Committee. The Compliance Committee's
responsibilities include maintaining compliance with the regulatory
requirements imposed upon it by the jurisdictions in which it operates.
5
EXECUTIVE OFFICERS AND KEY EMPLOYEES
Below is a table that identifies our executive officers other than Messrs.
Goldstein, Gallaway and Solomon, each of whom is identified in the section
entitled "Election of Directors" and other key employees.
Name Age Position(s)
---- --- -----------
Rexford A. Yeisley.. 55 Senior Vice President, Chief Financial
Officer, Treasurer and Assistant Secretary
Timothy M. Hinkley.. 46 Senior Vice President of Operations
Robert F. Boone..... 53 Vice President of Human Resources and Risk
Management
Richard L. Meister.. 57 Vice President of Construction and Design
Gregory D. Guida.... 37 Vice President of Development and House
Counsel
David R. Teague..... 45 Vice President of Information Systems
Donn R. Mitchell, II 34 Vice President of Finance--Properties
Lester McMackin..... 38 Vice President of Marketing
Roger W. Deaton..... 55 Regional Vice President of Operations
Thomas J. Carr...... 60 Regional Vice President of Operations
Robert S. Fiore..... 61 Regional Vice President of Operations
Rexford A. Yeisley has been our Chief Financial Officer since December 1995.
Mr. Yeisley was Senior Vice President and Chief Financial Officer of Six Flags
Theme Parks, Inc. from 1991 to 1995, and from 1987 to 1991, Mr. Yeisley was
Vice President and Chief Financial Officer of that company.
Timothy M. Hinkley has been our Senior Vice President of Operations since
April 1997. Mr. Hinkley was General Manager and Vice President of the Isle of
Capri Casino Crowne Plaza Resort in Biloxi, Mississippi from May 1992 to April
1997. Prior to that, from 1990 to 1992, Mr. Hinkley was Vice President of Food
and Beverage and Entertainment of Steamboat Development Corporation, a
riverboat gaming company in Iowa.
Robert F. Boone has been our Vice President of Human Resources and Risk
Management since August 1994. From 1991 to 1994, Mr. Boone was the Director,
Human Resources and Administration for Simon MOA Management Company, the
managing general partner at Mall of America, the nation's largest retail and
entertainment complex. From 1986 to 1991, Mr. Boone served as Director of Human
Resources for IDS American Express in Minneapolis, Minnesota.
Richard L. Meister has been our Vice President of Construction and Design
since May 2000. From 1990 to May 2000, Mr. Meister was President of RMII
Associates, Inc., a consulting firm assisting in the development of capital
projects for the casino and hospitality industries.
Gregory D. Guida has been our Vice President of Development since January
1999 and has served as House Counsel since June 1996. Prior to that, from
August 1992 to June 1996, Mr. Guida was associated with the Jackson,
Mississippi office of the law firm of Phelps Dunbar, L.L.P., where he practiced
in that firm's business and gaming section.
David R. Teague has been our Vice President of Information Systems since
November 2000. Mr. Teague has been with the Company since April 1996, most
recently serving as Senior Director of Information Systems. From March 1993 to
April 1996, Mr. Teague was the Corporate Information Systems Manager at
Boomtown,
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Inc. From June 1991 to March 1993, he was an independent technical
consultant/contractor, and from April 1986 to March 1991, Mr. Teague was the
Information Systems Technical Services Manager for Caesars Tahoe Resort.
Donn R. Mitchell, II has been our Vice President of Finance--Properties
since November 2000. Mr. Mitchell has been with the Company since June 1996,
most recently serving as Senior Director of Finance. From June 1990 through
June 1996, Mr. Mitchell was employed by Arthur Anderson LLP as a Staff Auditor
and Audit Manager.
Lester McMackin became Vice President of Marketing in July 2001. Mr.
McMackin served as Vice President/General Manager of our Lula, Mississippi
property from February 2000 to July 2001, and prior to that was the Senior
Director of Marketing at the corporate office from November 1998 to February
2000. Mr. McMackin joined the company as Director of Database Marketing at the
corporate office in June 1996. Prior to joining the company, Mr. McMackin
worked at Cohen Books as Director of Telemarketing and Sales from November 1995
to June 1996, at Trump Castle as Director of Database Marketing from June 1994
to November 1994 and at Ceasars Palace in Atlantic City as Marketing Manager
from March 1989 to May 1994.
Roger W. Deaton has been our Regional Vice President of Operations since
March 2000. Mr. Deaton was General Manager and Vice President of the Isle of
Capri Casino and Hotel in Lake Charles, Louisiana from August 1997 to February
2000. From July 1996 to August 1997, Mr. Deaton was General Manager and Vice
President of the Isle of Capri Casino and Hotel in Vicksburg, Mississippi and
was Assistant General Manager of that facility from May 1995 to July 1996.
Thomas J. Carr has been our Regional Vice President of Operations since
November 2000. From February 1999 to November 2000, Mr. Carr was a consultant
to North American Gaming. From March 1981 to January 1999, he was employed in
various senior management positions by Harrah's Entertainment, Inc.
Robert S. Fiore has been our Regional Vice President of Operations since
July 2000 and was Vice President and General Manager of Isle of Capri Black
Hawk L.L.C. from August 1998 to June 2000. From September 1997 to August 1998,
Mr. Fiore was General Manager of the Belle of Baton Rouge Casino in Baton
Rouge, Louisiana for Argosy Gaming. From April 1995 to February 1997, Mr. Fiore
was President and General Manager of the Tropicana Resort and Casino in Las
Vegas for Aztar Corporation, and from August 1989 to March 1995, Mr. Fiore was
President and General Manager of the Ramada Express Hotel and Casino in
Laughlin, Nevada for Aztar Corporation.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors and executive officers, and persons who own more than 10% of our
equity securities to file reports of ownership of, and transactions in, our
equity securities with the Securities and Exchange Commission. Such directors,
executive officers and 10% stockholders are also required to furnish us with
copies of all Section 16(a) forms they file. Based solely on a review of the
copies of such forms we received, during the fiscal year ended April 28, 2002,
we have determined that all such filings were made on a timely basis, except
for a Form 4 filing by Mr. Bernard Goldstein for transactions occurring during
November 2001 which was not timely made due to a clerical error, but was
reflected on a Form 4 filed in January 2002. A Form 4 filing by Mr. Emanuel
Crystal for a transaction occurring in January 2002 contained a clerical error,
and this error will be corrected in an amendment to the Form 4 which will be
filed in August 2002.
7
OWNERSHIP OF OUR CAPITAL STOCK
The following table sets forth information with respect to the beneficial
ownership of our common stock as of July 31, 2002 (unless otherwise indicated)
by (1) each director, (2) the individual serving as our chief executive officer
during fiscal 2002 and each of the four individuals serving as our executive
officers as of July 31, 2002, named in the table under "Compensation of
Directors and Executive Officers--Summary Compensation Table", (3) all
directors and executive officers as a group, and (4) based on information
available to us and filings made under Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended, each person known by us to be the
beneficial owner of more than 5% of our common stock. Unless otherwise
indicated, all persons listed have sole voting and dispositive power over the
shares beneficially owned.
Number of Percentage
Shares of of
Common Stock Outstanding
Name and Address Beneficially Shares
of 5% Beneficial Owners (1) Owned (2) Owned (2)
--------------------------- ----------- -----------
Robert S. Goldstein (3).......................................... 10,044,020 34.8%
B.I.J.R.R. Isle, Inc. (4)........................................ 8,752,625 30.4%
B.I. Isle Partnership, L.P. (5).................................. 4,552,625 15.8%
Bernard Goldstein (6)............................................ 2,052,554 7.0%
Alter Company (7)................................................ 1,320,578 4.6%
Richard A. Goldstein (8)......................................... 1,206,457 4.2%
John M. Gallaway (9)............................................. 375,000 1.3%
Allan B. Solomon (10)............................................ 429,349 1.5%
Alan J. Glazer (11).............................................. 56,000 *
Emanuel Crystal (12)............................................. 83,500 *
W. Randolph Baker (13)........................................... 37,000 *
Jeffrey D. Goldstein (14)........................................ 1,317,257 4.6%
Rexford A. Yeisley (15).......................................... 110,272 *
Timothy M. Hinkley (16).......................................... 28,100 *
All Executive Officers and Directors as a Group (10 persons) (17) 14,533,052 48.2%
--------
* Less than 1%.
Notes:
(1) Unless otherwise indicated below, the business address for each member or
affiliated entity of the Goldstein family listed below is 2200 Corporate
Boulevard, N.W., Boca Raton, Florida 33431.
(2) Calculated pursuant to Rule 13d-3 under the Securities Exchange Act of
1934, as amended. Under Rule 13d-3(d), shares not outstanding that are
subject to options, warrants, rights or conversion privileges exercisable
within 60 days of July 31, 2002, are deemed outstanding for the purpose of
calculating the number and percentage owned by such person, but are not
deemed outstanding for the purpose of calculating the percentage owned by
each other person listed.
(3) The number of shares beneficially owned by Robert S. Goldstein includes
8,752,625 shares which Robert S. Goldstein, as President of B.I.J.R.R.
Isle, Inc. (the sole general partner of B.I. Isle Partnership, L.P., Rob
Isle Partnership, L.P., Rich Isle Partnership, L.P. and Jeff Isle
Partnership, L.P.), has indirect beneficial ownership, and 70,500 shares
issuable upon the exercise of stock options that are exercisable within 60
days issued to Robert S. Goldstein. The business address of Robert S.
Goldstein is 555 North New Ballas Road, Ste. 150, St. Louis, Missouri 63141.
(4) Shares owned by B.I.J.R.R. Isle, Inc. are reported as beneficially owned by
Robert S. Goldstein, as President of B.I.J.R.R. Isle, Inc. The number of
shares beneficially owned includes 4,552,625 shares which B.I.J.R.R. Isle,
Inc., as the sole general partner of B.I. Isle Partnership, L.P., Rob Isle
Partnership, L.P., Rich Isle Partnership, L.P. and Jeff Isle Partnership,
L.P., has indirect beneficial ownership. The address for B.I.J.R.R. Isle,
Inc. is c/o Michael Newmark, Bryan Cave LLP, 211 N. Broadway, Ste. 3600,
St. Louis, MO 63102.
8
(5) Shares owned by B.I. Isle Partnership, L.P. are reported as beneficially
owned by B.I.J.R.R. Isle, Inc., as the sole general partner of B.I. Isle
Partnership, L.P., and by Robert S. Goldstein, as President of B.I.J.R.R.
Isle, Inc.
(6) The number of shares beneficially owned by Bernard Goldstein includes
1,320,578 shares held by Alter Company, of which Bernard Goldstein, as
President, has indirect beneficial ownership, 707,500 shares issuable upon
the exercise of stock options that are exercisable within 60 days issued to
Bernard Goldstein and 24,476 shares held in the Bernard Goldstein
Retirement Plan.
(7) Shares owned by Alter Company are reported as beneficially owned by Bernard
Goldstein, as President of Alter Company. The address for Alter Company is
2117 State Street, Suite 300, Bettendorf, Iowa 52722.
(8) The business address for Richard A. Goldstein is 555 New Ballas Road, Ste.
150, St. Louis, MO 63141.
(9) Includes 289,513 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(10) Includes 178,059 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(11) Includes 28,000 shares issuable upon exercise of stock options that are
exercisable within 60 days and 1,000 shares owned by Alan J. Glazer's wife.
(12) Includes 56,500 shares issuable upon exercise of stock options that are
exercisable within 60 days and 2,000 shares owned by Emanuel Crystal's
wife.
(13) Includes 12,000 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(14) The business address for Jeffrey D. Goldstein is 2117 State Street, Suite
300, Bettendorf, Iowa 52722.
(15) Includes 34,486 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(16) Includes 28,100 shares issuable upon exercise of stock options that are
exercisable within 60 days.
(17) Information provided is for the individuals who were our executive
officers and directors on July 31, 2002 and includes 1,404,658 shares
issuable upon exercise of stock options that are exercisable within 60
days. The amount does not include 1,490,207 shares beneficially owned by
relatives of Bernard Goldstein, Robert S. Goldstein and Jeffrey D.
Goldstein, other than them, the beneficial ownership of which is
disclaimed by Bernard Goldstein, Robert S. Goldstein and Jeffrey D.
Goldstein. If such shares were included in the category "All Executive
Officers and Directors as a Group," the number of shares of our common
stock beneficially owned by such group as of July 31, 2002 would have been
16,023,259 and the percentage of outstanding shares of our common stock
owned by such group as of July 31, 2002 would have been 53.1%.
9
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Summary Compensation Table
The following table sets forth a summary of the annual, long-term and other
compensation for our Chief Executive Officer during fiscal 2002 and for our
four most highly compensated executive officers, other than our Chief Executive
Officer, during fiscal 2002, and for the years indicated. These five persons
are referred to collectively as the "Named Executive Officers".
Long-Term
Compensation(1)
---------------------------
Annual Compensation Awards
------------------------------------- ---------------------------
Restricted Securities All Other
Fiscal Other Annual Stock Underlying Compensation
Name and Principal Position Year Salary ($) Bonus ($) Compensation ($) Award(s) ($)(2) Options (#) ($)(3)
--------------------------- ------ ---------- --------- ---------------- --------------- ----------- ------------
Bernard Goldstein........ 2002 $500,000 $137,291 $-- $ 42,904 85,000 $ 8,929
Chairman and Chief 2001 536,166 32,180 -- 10,053 55,000 13,797
Executive Officer 2000 450,173 360,000 -- 112,539 80,000 15,231
John M. Gallaway......... 2002 $500,000 $137,291 $-- $ 42,904 80,000 $10,996
President and Chief 6,723
Operating Officer 11,475
29,802
2001 498,864 32,180 -- 10,053 50,000 11,976
2000 450,084 360,000 -- 112,539 70,000 8,132
Allan B. Solomon......... 2002 $354,231 $ 82,792 $-- $ 25,863 40,000 $12,352
Executive Vice 3,299
President, General 1,163
Counsel and Secretary 1,544
4,166
493
5,125
2001 344,285 19,320 -- 6,039 22,500 9,286
2000 333,986 268,000 -- 83,780 26,000 7,082
Rexford A. Yeisley....... 2002 $269,231 $ 61,986 $-- $ 19,362 40,000 $ 4,145
Senior Vice President 2,525
and Chief Financial 5,673
Officer 188
2001 259,260 12,376 -- 3,871 22,500 4,752
2000 247,416 200,000 -- 62,529 18,000 4,353
Timothy M. Hinkley....... 2002 $269,231 $ 61,835 $-- $ 19,322 40,000 $ 5,434
Senior Vice President 2001 259,246 10,920 -- 3,416 22,500 3,778
of Operations 2000 247,448 200,000 -- 62,529 18,000 6,879
--------
(1) The Company does not have long-term incentive plans and has not granted
stock appreciation rights.
(2) As of the end of last fiscal year, the total number of unvested shares of
restricted stock held by Messrs. Goldstein, Gallaway, Solomon, Yeisley and
Hinkley, and the value of such shares as of the close of trading on the
last trading day of the last fiscal quarter was 43,093, 43,093, 7,994,
19,216 and 19,708, and $870,048, $870,048, $161,399, $387,971 and $397,905,
respectively. Restrictions lapse after five years from date of grant.
Dividends will not be paid on the restricted stock.
(3) During fiscal 2002, includes medical insurance that we paid for Messrs.
Goldstein, Gallaway, Solomon, Yeisley and Hinkley of $5,443, $7,522,
$1,875, $784 and $2,720, respectively, our matching contribution to our
401(k) deferred compensation plan we paid for Messrs. Goldstein, Gallaway,
Solomon, Yeisley and Hinkley of $2,250, $2,250, $2,625, $2,145 and $2,625,
respectively, life insurance that we paid for Messrs. Goldstein, Gallaway,
Solomon, Yeisley and Hinkley of $1,236, $396, $7,853, $175 and $90,
respectively, and other fringe benefits that we paid for Messrs. Gallaway
and Yeisley of $828 and $1,041, respectively.
10
Option Grants in Last Fiscal Year
The following table sets forth information concerning options granted during
fiscal 2002 to the Named Executive Officers.
Individual Grants
--------------------------------------------
Potential Realizable Value of Assumed Annual
Rates of Stock Price Appreciation for Option
% of Total Term(3)
Number of Options ---------------------------------------------
Securities Granted to Exercise 5% 10%
Underlying Employees or Base ---------------------- ----------------------
Options in Fiscal Price Expiration Price per Aggregate Price per Aggregate
Name Granted (#) Year ($/Share) Date share Value ($)(4) share Value ($)(4)
---- ----------- ---------- --------- ---------- --------- ------------ --------- ------------
Bernard Goldstein. 85,000(1) 6.6% $ 6.50 10/2/2011 $10.60 $348,075 $16.84 $878,475
John M. Gallaway.. 80,000(1) 6.2% 6.50 10/2/2011 10.60 327,600 16.84 826,800
6,723(2) 0.5% 16.00 9/25/2008 22.51 43,780 31.18 102,082
11,475(2) 0.9% 16.00 12/20/2006 20.42 50,674 25.78 112,180
29,802(2) 2.3% 16.00 9/25/2007 21.44 162,123 28.35 368,114
Allan B. Solomon.. 40,000(1) 3.1% 6.50 10/2/2011 10.60 163,800 16.84 413,400
3,299(2) 0.3% 21.05 9/25/2007 26.86 19,167 33.91 42,430
1,163(2) 0.1% 21.05 12/20/2006 26.86 7,048 33.91 15,249
1,544(2) 0.1% 21.05 1/31/2005 24.38 5,521 28.02 11,144
4,166(2) 0.3% 20.80 9/25/2008 27.87 29,462 36.86 66,896
493(2) 0.0% 20.80 9/25/2007 26.54 2,830 33.51 6,265
5,125(2) 0.4% 20.80 9/22/2009 29.27 43,386 40.54 101,163
Rexford A. Yeisley 40,000(1) 3.1% 6.50 10/2/2011 10.60 163,800 16.84 413,400
2,525(2) 0.2% 16.21 9/25/2008 22.81 16,659 31.59 38,843
5,673(2) 0.4% 16.21 9/25/2007 21.72 31,266 28.72 70,993
188(2) 0.0% 16.21 12/20/2006 20.68 841 26.11 1,862
Timothy M. Hinkley 40,000(1) 3.1% 6.50 10/2/2011 10.60 163,800 16.84 413,400
------- ----
Totals......... 357,176 27.8%
======= ====
--------
(1) These awards were made pursuant to the 2000 Stock Option Plan. Options
awarded vest one-fifth on the first, second, third, fourth and fifth
anniversaries of the grant date. In the case of an option which is deemed
an incentive stock option, the option price must be not less than 100% of
the fair market value of Company Common Stock on the date the option is
granted. The fair market value of a share of Company Common Stock is the
mean of the high and low market prices at which a share of company common
stock is traded on the date of grant. The grants provide that stock options
may not be exercised during the first twelve months after the date of the
grant.
The plan allows shares of Company Common Stock to be used to satisfy any
resulting Federal, State and local tax liabilities, but does not provide for
a cash payment by the Company for income taxes payable as a result of the
exercise of a stock option award. The 2000 Stock Option Plan allows options
to remain exercisable for up to 10 years from the date of grant. The plan
has provisions about the impact of a change in control, death, disability,
retirement and termination of employment on the exercisability of options,
with change in control causing acceleration of vesting. The plan also has a
provision for reload options.
(2) These awards were made pursuant to the reload provision of the plan from
which the originally surrendered options were granted.
(3) The maximum term for options granted under the 2000 Stock Option Plan is 10
years. The term for options granted under the reload provision is the later
to occur of the expiration date of the originally surrendered option or one
year from the date of grant of the reload option. The dollar gains under
these columns result from calculations assuming 5% and 10% growth rates as
set by the Securities and Exchange Commission and are not intended to
forecast future price appreciation of Company Common Stock. The gains
reflect a future value based upon growth at these prescribed rates. The
Company did not use an alternative formula for a grant date valuation, an
approach which would state gains at present, and therefore lower, value.
(4) Not discounted to present value..
11
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth information concerning the number and value
of shares acquired on the exercise of options and exercisable and unexercisable
stock options at the end of fiscal 2002 for the Named Executive Officers.
Value of
Unexercised
Number of In-The-Money
Securities Underlying Options at Fiscal
Shares Unexercised Options at Fiscal Year End ($)
Acquired on Value Year End Exercisable(E)/ Exercisable (E)/
Name Exercise(#) Realized Unexercisable(U) Unexercisable(U)
---- ----------- ---------- ----------------------------- -----------------
Bernard Goldstein. -- $ -- 560,500 E $8,790,450 E
377,000 U 5,265,250 U
John M. Gallaway.. 235,487 2,999,791 195,513 E 2,179,949 E
267,000 U 3,490,050 U
Allan B. Solomon.. 196,831 2,584,133 142,359 E 1,719,564 E
112,600 U 1,451,950 U
Rexford A. Yeisley 134,700 1,718,928 8,386 E 33,376 E
95,800 U 1,199,830 U
Timothy M. Hinkley 134,700 1,773,886 2,000 E 36,260 E
95,800 U 1,199,830 U
Equity Compensation Plan Information
The following table sets forth information concerning the number of
securities remaining available for future issuance under equity compensation
plans and weighted-average exercise price of outstanding options, warrants and
right at the end of fiscal 2002.
(a) (b) (c)
-------------------- ----------------- ------------------------
Number of securities
remaining available
Number of securities Weighted-average for future issuance
to be issued upon exercise price of under equity
exercise of outstanding compensation plans
outstanding options, options, warrants (excluding securities
Plan category warrants and rights and rights reflected in column (a))
------------- -------------------- ----------------- ------------------------
Equity compensation plans approved by security
holders......................................... 4,347,304 $7.46 576,491
Equity compensation plans not approved by security
holders......................................... -- -- --
Total...................................... 4,347,304 $7.46 576,491
Compensation of Directors
Directors who are not employed by us receive a $50,000 annual retainer,
additional compensation of $2,000 and out-of-pocket expenses for each board
meeting attended, and an annual grant of options to purchase 10,000 shares of
the Company's common stock at market value as of the grant date. The options
vest over a five year period. Directors who are our employees receive no
additional compensation for serving as directors. All directors are reimbursed
for travel and other expenses incurred in connection with attending board
meetings. In addition, upon the initial election or appointment of any person
to the Board of Directors, he or she may receive options to acquire shares of
our common stock.
Employment Contracts, Termination of Employment and Change-in-Control
Arrangements
In January 2002, we entered into employment agreements with Bernard
Goldstein, Chairman and Chief Executive Officer, and John M. Gallaway,
President and Chief Operating Officer. Pursuant to the employment
12
agreements, Messrs. Goldstein and Gallaway received an initial base salary of
$500,000, subject to increases as may be determined by the Board of Directors
from time to time. In addition, Messrs. Goldstein and Gallaway are entitled to
participate in our stock option and other benefit plans. Their employment
agreements are each for an initial term of one year and are automatically
renewable for successive one-year periods thereafter, unless 90 days' written
notice is given by either party. If the respective executive dies or becomes
disabled, or if we terminate the term of employment without "cause" (as defined
in the employment agreement), either during the initial term, or any renewal
term, or by written notice of nonrenewal, the executive would be entitled, upon
releasing us and our affiliates from any, and all claims, to receive his salary
and employment benefits for two years or until new employment begins, whichever
occurs first. Further, if the respective executive dies or becomes disabled, he
or his representative will also be entitled to a lump sum payment equal to the
average of the last three years' bonus payments, inclusive of deferred amounts.
In addition, in the event of a change of control (as defined in the employment
agreement), the respective executive shall be entitled to the following
severance: (1) salary and benefit continuation for 24 months or until new
employment begins, whichever occurs first; (2) a lump sum payment equal to the
average of the previous three years' bonus payment, inclusive of deferred
amounts; (3) vesting of all stock options; and (4) payment of all deferred
bonuses.
In January 2002, we entered into employment agreements with Allan B.
Solomon, Executive Vice President and General Counsel, Rexford A. Yeisley,
Senior Vice President and Chief Financial Officer and Timothy M. Hinkley,
Senior Vice President of Operations, the terms of which are substantially
similar to the employment agreements described above. Pursuant to the
employment agreements, Messrs. Solomon, Yeisley and Hinkley received an initial
base salary of $355,000, $270,000 and $269,000, respectively. In addition,
pursuant to each of the employment agreements, the maximum period of salary
continuation in the event of a termination, death or disability is 12 months
and in the event of a change of control is 18 months. The employment agreements
of Messrs. Solomon, Yeisley and Hinkley have an initial term of one year.
In January 2002, we entered into employment agreements with Robert F. Boone,
Vice President of Human Resources and Risk Management; Gregory D. Guida, Vice
President of Development and House Counsel; Richard Meister, Vice President of
Construction and Design; Roger Deaton, Regional Vice President of Operations;
Robert S. Fiore, Regional Vice President of Operations; Lester McMackin, Vice
President of Marketing; David R. Teague, Vice President of Information Systems;
and Donn R. Mitchell, II, Vice President of Finance-Properties; the terms of
which are substantially similar to the employment agreements described above.
Pursuant to their employment agreements, Messrs. Boone, Guida, Meister, Deaton,
Fiore, McMackin, Teague and Mitchell received an initial base salary of
$185,000, $165,000, $175,000, $207,500, $207,500, $175,000, $145,000 and
$140,000, respectively. In addition, pursuant to their employment agreements,
the maximum periods of salary continuation in the event of termination, death,
disability or a change of control is 12 months. The employment agreements of
Messrs. Boone, Guida, Meister, Deaton, Fiore, McMackin, Teague and Mitchell
have an initial term of one year.
In November 2000, we entered into an employment agreement with Tom Carr,
Regional Vice President of Operations, the terms of which are substantially
similar to the employment agreements described above. Pursuant to his
employment agreement, Mr. Carr received an initial base salary of $220,000. In
addition, pursuant to his employment agreement, the maximum periods of salary
continuation in the event of termination, death, disability or a change of
control is 12 months. The employment agreement of Mr. Carr had an initial term
of two years and is currently in a renewal term.
Stock Option and Compensation Committee Interlocks and Insider Participation
Messrs. Alan J. Glazer, Robert S. Goldstein and Emanuel Crystal are members
of our Stock Option and Compensation Committee. Mr. Robert S. Goldstein is the
son of Bernard Goldstein, our Chairman and Chief Executive Officer.
13
Stock Option and Compensation Committee Report on Executive Compensation
The Stock Option and Compensation Committee advises the Board of Directors
concerning executive compensation, including base salaries, bonuses, stock
option grants, health and life insurance and other benefits. Stock Option and
Compensation Committee recommendations concerning executive compensation are
reviewed and approved by the Board. Board members who are also our executive
officers do not participate in the deliberations of the Board concerning their
respective compensation and benefits and do not vote on such matters.
Our objective concerning executive compensation is to design an executive
compensation program that attracts and retains qualified executives and aligns
executives' interests with ours and those of our stockholders in achieving our
operating goals and business objectives and increasing stockholder value. The
principal components of our executive compensation program are base salary,
bonus and stock options. In light of our objective concerning executive
compensation, a substantial portion of the executive compensation above the
base salary is generally provided through bonuses tied to certain indicators of
our performance and through the grant of stock options.
The Stock Option and Compensation Committee's determinations of overall
executive compensation for the fiscal year 2002, which includes salary, bonus,
certain benefits and stock option awards, were based upon consideration of,
among other factors, our performance during the fiscal year, the individual
executive's contribution to the achievement of operating goals and business
objectives, and levels of compensation in comparable companies at similar
stages of development, with particular emphasis on those operating in the
gaming industry.
In January 2002, we entered into an employment agreement with Bernard
Goldstein, our Chairman and Chief Executive Officer. Mr. Goldstein's employment
agreement provides that his compensation consists of a base salary and a
discretionary bonus. For the fiscal year 2002, Mr. Goldstein received a base
salary of $500,079 and a bonus of $180,195 (approximately 24% of which bonus
was awarded as deferred restricted stock). The amount of Mr. Goldstein's base
salary was determined by the Stock Option and Compensation Committee based on
Mr. Goldstein's individual performance as Chief Executive Officer and the
Company's overall performance, and is consistent with our objective to design
an executive compensation program that attracts and retains qualified
executives. The determination of the amount of Mr. Goldstein's bonus for the
fiscal year 2002 was determined by the Stock Option and Compensation Committee
based upon the financial performance of the Company as measured against certain
financial targets approved by this committee, and Mr. Goldstein's achievement
of certain subjective goals and objectives.
Section 162(m) of the Internal Revenue Code of 1986, as amended, limits our
deduction for compensation paid to the Named Executive Officers to $1 million
unless certain requirements are met. The policy of the Stock Option and
Compensation Committee with respect to section 162(m) is to establish and
maintain a compensation program which will optimize the deductibility of
compensation. In that regard, no executive officer received compensation in
excess of $1 million during fiscal 2002. The Stock Option and Compensation
Committee, however, reserves the right to use its judgment, where merited by
the Stock Option and Compensation Committee's need for flexibility to respond
to changing business conditions or by an executive's individual performance, to
authorize compensation which may not, in a specific case, be fully deductible.
By The Stock Option and Compensation Committee:
Alan J. Glazer, Compensation Committee Chair
Robert S. Goldstein, Compensation Committee Member
Emanuel Crystal, Compensation Committee Member
July 21, 2002
14
Report of the Audit Committee
The Audit Committee oversees the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process including the systems of
internal controls. In fulfilling its oversight responsibilities, the Committee
reviewed the audited financial statements in the Annual Report with management
including a discussion of the quality, not just the acceptability, of the
accounting principles, the reasonableness of significant judgments, and the
clarity of disclosures in the financial statements.
The Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with accounting principles generally accepted in the United States,
their judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under auditing standards generally accepted in the United
States. In addition, the Committee has discussed with the independent auditors'
independence from management and the Company including the matters in the
written disclosures required by the Independence Standards Board and considered
the compatibility of non-audit services with the auditors' independence.
The Committee discussed with the Company's internal and independent auditors
the overall scope and plans for their respective audits. The Committee meets
with the internal and independent auditors, with and without management
present, to discuss the results of their examinations, their evaluations of the
Company's internal controls, and the overall quality of the Company's financial
reporting. The Committee held four meetings during fiscal year 2002.
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-K for
the year ended April 28, 2002 for filing with the Securities and Exchange
Commission. The Committee and the Board have also recommended, subject to
stockholder approval, the selection of the Company's independent auditors for
fiscal year ending April 27, 2003.
By The Audit Committee:
Emanuel Crystal, Audit Committee Chair
Alan Glazer, Audit Committee Member
Randolph Baker, Audit Committee Member
Jeffrey Goldstein, Audit Committee Member
July 21, 2002
15
STOCK PERFORMANCE GRAPH
The following graph sets forth the cumulative total stockholder return
(assuming reinvestment of dividends) to Isle of Capri Casinos, Inc.'s
stockholders during the five-year period ended April 28, 2002, as well as an
overall stock market index (Nasdaq Market Index) and Isle of Capri Casinos,
Inc.'s peer group index (Dow Jones Casino Group Index):
[CHART]
Isle of Capri Casinos, Inc. Peer Group Index Nasdaq Market Index
1997 100.00 100.00 100.00
1998 160.00 121.09 148.53
1999 305.71 109.62 196.14
2000 634.29 129.44 304.76
2001 417.87 173.15 170.17
2002 959.09 237.44 136.74
1997 1998 1999 2000 2001 2002
------ ------ ------ ------ ------ ------
Isle of Capri Casinos, Inc. 100.00 160.00 305.71 634.29 417.87 959.09
Peer Group Index........... 100.00 121.09 109.62 129.44 173.15 237.44
Nasdaq Market Index........ 100.00 148.53 196.14 304.76 170.17 136.74
The stock performance graph assumes $100 was invested on April 30, 1997. The
stock price performance shown in this graph is neither indicative of nor
intended to suggest future stock price performance.
16
CERTAIN RELATED PARTY TRANSACTIONS
A corporation wholly owned by the Goldstein family leases to us for the Isle
of Capri Casino & Hotel in Bettendorf, Iowa on a month-to-month basis (1) land
for parking at a monthly rent of $20,000 and (2) warehouse space at a monthly
rent of $3,360.
We reimburse Alter Trading Corporation, a company owned by Robert S.
Goldstein, Jeffrey D. Goldstein and other members of the Goldstein family, for
annual lease payments of $100,964 with respect to property leased by Alter
Trading Corporation. The land was leased at Isle of Capri's request in order to
secure a site for possible casino operations. The Company has entered into an
agreement to assume Alter Trading's obligations under these leases.
We manage the Isle of Capri-Black Hawk for a fee which is equal to two
percent of revenue (after deducting one-half of gaming taxes), plus ten percent
of operating income, the total of which is not to exceed four percent of
revenue, as defined.
2. RATIFICATION OF THE SELECTION OF AUDITORS
Subject to ratification by the stockholders, the Board of Directors has
reappointed Ernst & Young LLP as independent auditors to audit the consolidated
financial statements of the Company for the current fiscal year ended April 27,
2003. Ernst & Young acted as the Company's independent auditors for the fiscal
year ended April 28, 2002. Representatives of the firm of Ernst & Young are
expected to be present at the Annual Meeting and will have an opportunity to
make a statement if they so desire and will be available to respond to
appropriate questions.
Audit Fees. Ernst & Young billed the Company $370,921 for professional
services rendered for the audit of our annual consolidated financial statements
for the fiscal year ended April 28, 2002, and the review procedures of the
financial statements included in our Forms 10-Q for such fiscal year.
Financial Information Systems Design and Implementation Fees. Ernst & Young
did not perform any financial information systems design or implementation
services for us during the fiscal year ended April 28, 2002.
All Other Fees. Ernst & Young billed the company $923,323 for all other
professional services rendered for the fiscal year ended April 28, 2002,
including audit related services of $444,019 and non-audit services of
$479,804. Audit related services include fees for statutory audits, business
acquisitions and accounting consultations. Non-audit services consist entirely
of fees for tax services.
The Audit Committee has considered whether the provision of non-audit
services is compatible with maintaining the principal accountant's independence.
The Audit Committee and the Board of Directors recommend the stockholders
vote "FOR" the proposal to ratify the appointment of Ernst & Young LLP as the
Company's independent auditors for the fiscal year ended April 27, 2003.
OTHER MATTERS
The Board of Directors is not aware of any other business that may come
before the Annual Meeting. However, if additional matters properly come before
the meeting, proxies will be voted at the discretion of the proxyholders.
17
STOCKHOLDER PROPOSALS
Stockholders who, in accordance with Rule 14a-8 of the Securities Exchange
Commission, wish to present proposals for inclusion in our proxy materials to
be distributed in connection with our 2003 Annual Meeting must submit their
proposals no later than May 9, 2003, at our principal executive offices,
Attention: Bernard Goldstein, Chairman and Chief Executive Officer. As the
rules of the Commission make clear, simply submitting a proposal does not
guarantee its inclusion.
ADDITIONAL INFORMATION
A copy of our Annual Report to Stockholders for fiscal 2002 is being
provided to stockholders with this Proxy Statement.
BY ORDER OF THE BOARD OF DIRECTORS,
Bernard Goldstein, Chairman and
Chief Executive Officer
August 26, 2002
Biloxi, Mississippi
18
[X] Please mark your votes as in this example.
---------------------------------------------------------------------------------------------------------------------------------
WITHHOLD Nominees: Bernard Goldstein, John M. Gallaway,
AUTHORITY Allan B. Solomon, Robert S. Goldstein
to vote for All Nominees Alan J. Glazer, Emanuel Crystal,
Proposal 1: FOR listed at right W. Randolph Baker; Jeffrey D. Goldstein
Election of [_] [_]
Directors
FOR All Nominees listed at right (except as marked to the
contrary below)
------------------------------------------------------
FOR AGAINST ABSTAIN
Proposal 2: Ratify selection of [_] [_] [_]
Ernst & Young LLP as
Independent
Auditors
Please sign exactly as your name appears on this Proxy. If shares are registered
in more than one name, the signatures of all such holders are required. A
corporation should sign in its full corporate name by a duly authorized officer,
stating such officer's title and official capacity. A partnership should sign in
the partnership name by an authorized person, stating such person's title and
relationship to the partnership.
Signature _______________________________ DATED ____________, 2002 Signature _______________________________ DATED ___________, 2002
Signature (if held jointly)
NOTE: Please complete, date, sign and return this proxy promptly, using the enclosed envelope.
================================================================================
PROXY PROXY
ISLE OF CAPRI CASINOS, INC.
Solicited by the Board of Directors for the Annual Meeting
to be held on October 8, 2002
The undersigned hereby appoints Bernard Goldstein, John M. Gallaway and
Allan B. Solomon, and each of them, the proxy or proxies of the undersigned with
full power of substitution to vote all shares of the common stock of Isle of
Capri Casinos, Inc., a Delaware corporation (the "Company"), that the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on October 8, 2002 or adjournments or postponements thereof,
with all powers the undersigned would possess if personally present, on the
following as specified and, in their discretion, on such other matters as may
properly come before the meeting. Receipt of the Notice of the Annual Meeting of
Stockholders is hereby acknowledged.
This proxy, when properly executed, will be voted in the manner directed by
you. If you do not give any direction, this proxy will be voted "for" Proposals
1 and 2 and will be voted in the discretion of the proxies upon such other
matters as may properly come before the Annual Meeting.