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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File No. 0-8133
UNION PLAZA HOTEL AND CASINO, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0110085
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
No. 1 Main Street, Las Vegas, Nevada 89125
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(702)386-2110
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered
None N/A
Securities registered pursuant to Section 12(g) of the Act:
Capital stock par value $.50 per share
(Title or Class)
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,
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
As of March 1, 1997, 758,419 shares of common stock were
outstanding. The Company's shares are not traded on any market
and although it would be possible, by taking into account
occasional private sales of such shares, to determine an
estimated value of shares held by non-affiliates, it appears
impracticable and could be misleading.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated Document Location in Form 10-K
Annual Report to Stockholders For Year
Ended December 31, 1996 Part II - Item 6
Annual Report to Stockholders For Year
Ended December 31, 1996 Part II - Item 7
Annual Report to Stockholders for Year
Ended December 31, 1996 Part II - Item 8
Proxy Statement in connection with
Registrant's Annual Meeting to be
held on May 16, 1997 * Part III - Item 10
Proxy Statement in connection with
Registrant's Annual Meeting to be
held on May 16, 1997 * Part III - Item 11
* Proxy statements will be filed within the 120-day period
after the end of the fiscal year.
PART I
Item 1. Business.
Union Plaza Hotel and Casino, Inc. (the "Company"), was
organized as a corporation under the laws of the State of Nevada
in 1962. During 1975, the Company transferred all of the
business and properties to its wholly-owned subsidiary, Union
Plaza Operating Company (the "Plaza Subsidiary"), which was
organized as a corporation under the laws of the State of Nevada
in April, 1975. In July, 1981, as a result of consummation of
that certain Agreement Regarding Transfer of Assets between the
Company and subsidiaries of Union Pacific Corporation 1 (the
"Union Pacific Agreement"), all the shares of capital stock of
the Plaza Subsidiary were transferred to Union Plaza Development
Corporation, a corporation organized under the laws of the State
of Nevada in 1979 ("UPDC"), 100% of the presently outstanding
capital stock of which is now owned by the Company as a result of
the issuance of the Company's common shares in exchange for
outstanding UPDC capital stock, pursuant to provisions of the
Union Pacific Agreement on July 31, 1984. All the assets held by
UPDC have now been transferred to the Company and to the Plaza
Subsidiary and UPDC is now dormant.
General.
The Company operates the Plaza Casino located on Main
Street at the head of Fremont Street in downtown Las Vegas,
Nevada. The casino is connected with two multi-story towers
having a total of 1,037 hotel guest rooms. The Union Plaza Hotel
opened for business in July-August, 1971. An expansion program
which included: one of the highrise towers containing 529 guest
rooms; expansion of the casino area to a total of 80,000 square
feet; convention meeting-room and dining facilities totaling
26,800 square feet at the third floor level between the two
hotel-room towers; an outdoor sports deck containing four tennis
courts, a swimming pool, and a quarter-mile running tract, all at
the fifth floor level between the two hotel-room towers; several
new restaurant facilities, including the glass-domed Centerstage
restaurant which overlooks Fremont Street, the center of downtown
Las Vegas Gaming activity, was completed in September, 1983.
In December, 1995, Fremont Street was developed with the
Fremont Street Experience which is comprised of a lighted cover
over the five blocks of Fremont Street beginning at Main Street
and going South five blocks. The cost of this development is some
$70 million and it is comprised of an automated light show that occurs every
hour during the evening. The development is designed to attract many
of the visitors to Las Vegas to the Downtown area and boost the
number of clientele for the Downtown hotels.
[FN]
1 This Agreement was described in "Item 10(c) Submission of
Matters to a Vote of Security Holders" in the Form 10-K Annual
Report for the year ended December 31, 1979.
The Company's management believes that, in addition to
its casino, there are 21 other downtown Las Vegas casinos 2 (15
of which are also connected with similar hotel facilities) which
currently generate annual gross gaming revenues of at least
$1,000,000 each.
With the exception of the El Cortez casino, which is
located six blocks from the Union Plaza, and the Showboat casino
located at the southeast terminus of the downtown Las Vegas area,
all of the major downtown Las Vegas casinos are clustered within
two or three blocks of the Company's casino at the northwest
terminus of the downtown Las Vegas area.
The nature and size of the operations of the downtown
Las Vegas casinos, as a group, are different from those of the
separate group of an estimated 45 casinos located in the "Las
Vegas Strip" (an area which extends southward from the Las Vegas
city limits as far as McCarran International Airport).
Twenty-five of the Las Vegas Strip casinos are operated
in conjunction with large hotels. The several most grandiose of
the "Strip" hotel/casino complexes offer sumptuous accommodations
and services and cabaret-type entertainment featuring the most
famous entertainers in show business. These luxury complexes
are, as a group, without equal among Nevada casinos in attracting
the patronage and wagering activity of so-called "premium credit"
or "high credit limit" casino players from throughout the world.
As a result, these major hotel/casino complexes generally derive,
over the long run, far greater revenues than do other Nevada
casinos. There are 24 casinos with revenues over $36 million and
19 casinos with revenues over $72 million.
Operations.
The Company's Plaza casino offers a variety of games and
is the largest total floor-area casino in downtown Las Vegas. At
December 31, 1996, the Company's casino contained 19 "21" tables;
5 Craps tables; a 55-seat Keno lounge; a race and sports book; 3
Roulette wheels; 1 "mini-Baccarat" table; 1 "Pai Gow" poker
table; 36 poker and pan tables; and a total of 1,575 slot machines
of varying denominations.
[FN]
2 See also comments under "Item Competition and Business Risks"
first paragraph under "Competitive Conditions."
The casino also contains a cocktail lounge, 4 bars, a
650-seat showroom, and a "Fifties" style diner, which opened in
December, 1994 as part of the Company's remodeling program,
located off the common area connecting the main casino and the
original hotel tower. Live entertainment is regularly provided
in the casino cocktail lounge.
The Union Plaza Hotel currently has 1,037 guest rooms
and suites, together with meeting and service facilities for
conventions; several offices; a barber shop, a beauty shop, and
several retail stores.
Employees and Labor Relations.
As of December 31, 1996, the Company had approximately
1,288 full-time employees and 67 part-time employees, of whom
approximately 502 were persons directly involved in the casino
activities on a full-time basis and 23 on a part-time basis.
Taking into consideration employees on sick leave or vacation,
the average number of people working on any given day during 1996
was approximately 973 of whom approximately 387 were directly
involved in casino activities.
On June 2, 1995, an agreement was entered into a
collective bargaining agreement with Culinary Workers Union Local
226 and Bartenders Union Local 165. The agreement was applied
retroactively to June 1, 1994, and extends up to and including
May 31, 1997. The agreement sets forth new wage rates for all
covered employees; specifically, hourly rates for employees were
increased $0.25 per year over the 3 year duration of the
contract. The agreement also sets forth new contribution rates
for the health and welfare benefits.
On March 10, 1997, the Company entered into a collective
bargaining agreement with the United Brotherhood of Carpenters and
Joiners of America, Local 1780. The agreement was effective as of
March 1, 1997, and extends up to and including February 28, 2001.
The agreement sets forth new wage rates for all covered employees;
specifically, hourly rates for employees will be increased $0.50
per year over the 4 year duration of the contract. The agreement
also changes the health and welfare coverage for employees from
the Union sponsored program to the Company's health and welfare
program. There are currently 4 employees covered by this agreement.
The Company's collective bargaining agreements with the
Painters Local Union No. 159 and the Teamster Local Union No. 995
are both expired and the Company is currently in negotiations with
both unions. The Company employs 2 painters who would be covered
by any agreement with the Painters Union. An agreement with the
Teamsters Union would cover a total of 53 employees, comprised of
17 Back End employees and 36 Front End employees.
The Plaza and Culinary Union recently participated in an
arbitration hearing concerning the management's decision to remove
certain duties from the purview of change persons. Following the
arbitration, the arbitrator ruled in favor of the Union and
awarded back wages which amounted to approximately $300,000. The
Plaza is currently in the process of appealing said decision.
Competition and Business Risks.
Competitive Conditions 3
The Company competes with resort hotels in Las Vegas,
some of which provide more elaborate and more lavish hotel,
casino and entertainment facilities than the Company (see
General., above). The primary competition, however, of the
Company is the approximately 21 other casinos located in the
downtown Las Vegas area. Other hotel/casino complexes may be
expanded or constructed in the downtown area in the future. In
addition to the gaming operations of the hotels in the area,
there are large numbers of slot machines located in business
establishments such as bars, grocery stores, drugstores and
restaurants throughout Las Vegas. The Company also competes with
other resort hotels and casino facilities located elsewhere in
Nevada and possibly with other entertainment and resort
facilities in other parts of the world. Recent legalization of
gaming in several states could materially affect the Company's
business. The Company is subject to being affected by adverse
local, regional and national economic trends and conditions.
The Company's management believes that its prices for
room accommodations, food and entertainment are, in general,
considerably less than those charged by the major hotel/casino
complexes located in the Las Vegas Strip area and that its prices
are comparable to those charged by the casino hotels and motels
located in the downtown Las Vegas area.
Revenues.
During the last five fiscal years of the Company, its
casino operating revenues accounted for more than fifteen percent
of its total revenues as shown in the table set forth under
Item 6. Selected Financial Data.
Regulation and Licensing - Nevada.
The sale of alcoholic beverages by the casino is subject
to licensing, control and regulation by the applicable local
authorities. All licenses are revocable and are not
transferable. The agencies involved have full power to limit,
condition, suspend or revoke any such license, and any such
disciplinary action could (and revocation would) have a material
adverse affect upon the operations of the casino.
The ownership and operation of casino gaming facilities
in Nevada are subject to: (i) the Nevada Gaming Control Act and
the regulations promulgated thereunder (collectively, "Nevada
[FN]
3 See also under "Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operation."
Act"); and (ii) various local regulations. The Company's gaming
operations are subject to the licensing and regulatory control of
the Nevada Gaming Commission ("Nevada Commission"), the Nevada
State Gaming Control Board ("Nevada Board"), the Clark County
Liquor and Gaming Licensing Board and the City of Las Vegas.
The Nevada Commission, the Nevada State Gaming Control Board, the
Clark County Liquor Gaming Licensing Board ("CCLGLB") and the
City of Las Vegas are collectively referred to as the "Nevada
Gaming Authorities".
The laws, regulations and supervisory procedures of the
Nevada Gaming Authorities are based upon declarations of public
policy which are concerned with, among other things: (i) the
prevention of unsavory or unsuitable persons from having a direct
or indirect involvement with gaming at any time or in any
capacity; (ii) the establishment and maintenance of responsible
accounting practices and procedures; (iii) the maintenance of
effective controls over the financial practices of licensees,
including the establishment of minimum procedures for internal
fiscal affairs and the safeguarding of assets and revenues,
providing reliable record keeping and requiring the filing of
periodic reports with the Nevada Gaming Authorities; (iv) the
prevention of cheating and fraudulent practices; and (v)
providing a source of state and local revenues through taxation
and licensing fees. Changes in such laws, regulations and
procedures could have an adverse effect on the Company's gaming
operations.
The Plaza Subsidiary which operates the casino, is
required to be licensed by the Nevada Gaming Authorities. The
gaming license requires the periodic payment of fees and taxes
and is not transferable. The Company is registered by the Nevada
Commission as a publicly traded corporation ("Registered
Corporation") and as such, it is required periodically to submit
detailed financial and operating reports to the Nevada Commission
and furnish any other information which the Nevada Commission may
require. No person may become a stockholder of, or receive any
percentage of profits from the Company, without first obtaining
licenses and approvals from the Nevada Gaming Authorities. The
Company and the Plaza Subsidiary obtained from the Nevada Gaming
Authorities the various registrations, approvals, permits and
licenses required in order to engage in gaming activities in
Nevada.
The Nevada Gaming Authorities may investigate any
individual who has a material relationship to, or material
involvement with, the Company or the Plaza Subsidiary in order to
determine whether such individual is suitable or should be
licensed as a business associate of a gaming licensee. Officers,
directors and certain key employees of the Company must file
applications with the Nevada Gaming Authorities. Officers,
directors and key employees of the Company who are actively and
directly involved in gaming activities of the Plaza Subsidiary
may be required to be licensed or found suitable by the Nevada
Gaming Authorities. The Nevada Gaming Authorities may deny an
application for licensing for any cause which they deem
reasonable. A finding of suitability is comparable to licensing,
and both require submission of detailed personal and financial
information followed by a thorough investigation. The applicant
for licensing or a finding of suitability must pay all the costs
of the investigation. Changes in licensed positions must be
reported to the Nevada Gaming Authorities and in addition to
their authority to deny an application for a finding of
suitability or licensure, the Nevada Gaming Authorities have
jurisdiction to disapprove a change in a corporate position.
If the Nevada Gaming Authorities were to find an officer,
director or key employee unsuitable for licensing or unsuitable
to continue having a relationship with the Company or the Plaza
Subsidiary, the companies involved would have to sever all
relationships with such person. In addition, the Nevada
Commission may require the Company or the Plaza Subsidiary to
terminate the employment of any person who refuses to file
appropriate applications. Determinations of suitability or of
questions pertaining to licensing are not subject to judicial
review in Nevada.
The Company and the Plaza Subsidiary are required to
submit detailed financial and operating reports to the Nevada
Commission. Substantially all material loans, leases, sales of
securities and similar financing transactions by the Company must
be reported to, or approved by, the Nevada Commission.
If it were determined that the Nevada Act was violated
by the Company, the gaming licenses it holds could be limited,
conditioned, suspended or revoked, subject to compliance with
certain statutory and regulatory procedures. In addition, the
Plaza Subsidiary, the Company, and the persons involved could be
subject to substantial fines for each separate violation of the
Nevada Act at the discretion of the Nevada Commission. Further,
a supervisor could be appointed by the Nevada Commission to
operate the Company's gaming properties and, under certain
circumstances, earnings generated during the supervisor's
appointment (except for the reasonable rental value of the
Company's gaming properties) could be forfeited to the State of
Nevada. Limitation, conditioning or suspension of any gaming
license or the appointment of a supervisor could (and revocation
of any gaming license would) materially adversely affect the
Company's gaming operations.
Any beneficial holder of the Company's voting securities,
regardless of the number of shares owned, may be required to file
an application , be investigated, and have his suitability as a
beneficial holder of the Company's voting securities determined
if the Nevada Commission has reason to believe that such
ownership would otherwise be inconsistent with the declared
policies of the state of Nevada. The applicant must pay all
costs of investigation incurred by the Nevada Gaming Authorities
in conducting any such investigation.
The Nevada Act requires any person who acquires more than 5%
of the Company's voting securities to report the acquisition to
the Nevada Commission. The Nevada Act requires that beneficial
owners of more than 10% of the Company's voting securities apply
to the Nevada Commission for a funding of suitability within
thirty days after the Chairman of the Nevada Board mails the
written notice requiring such filing. Under certain
circumstances, an "institutional investor," as defined in the
Nevada Act, which acquires more than 10%, but not more than 15%,
of the Company's voting securities may apply to the Nevada
Commission for a waiver of such finding of suitability if such
institutional investor holds the voting securities for investment
purposes only. An institutional investor shall not be deemed to
hold voting securities for investment purposes unless the voting
securities were acquired and are held in the ordinary course of
business as an institutional investor and not for the purpose of
causing, directly or indirectly, the election of a majority of
the members of the board of directors of the Company, any change
in the Company's corporate charter, bylaws, management, policies
or operations of the Company, or any of its gaming affiliates, or
any other action which the Nevada Commission finds to be
inconsistent with holding the Company's voting securities for
investment purposes only. Activities which are not deemed to be
inconsistent with holding voting securities for investment
purposes only include: (I) voting on all matters voted on by
stockholders; (ii) making financial and other inquiries of
management of the type normally made by securities analysts for
informational purposes and not to cause a change in its
management, policies or operations; and (iii) such other
activities as the Nevada Commission may determine to be
consistent with such investment intent. If the beneficial holder
of voting securities who must be found suitable is a corporation,
partnership or trust, it must submit detailed business and
financial information including a list of beneficial owners. The
applicant is required to pay all costs of investigation.
Any person who fails or refuses to apply for a finding
of suitability or a license within thirty days after being
ordered to do so by the Nevada Commission or the Chairman of the
Nevada Board, may be found unsuitable. The same restrictions
apply to a record owner if the record owner, after request, fails
to identify the beneficial owner. Any stockholder found
unsuitable and who holds, directly or indirectly, any beneficial
ownership of the common stock of a Registered Corporation beyond
such period of time as may be prescribed by the Nevada Commission
may be guilty of a criminal offense. The Company is subject to
disciplinary action if, after it receives notice that a person is
unsuitable to be a stockholder or to have any other relationships
with the Company or the Plaza Subsidiary, the Company (i) pays
that person any dividend or interest upon voting securities of
the Company, (ii) allows that person to exercise, directly or
indirectly, any voting right conferred through securities held by
that person, (iii) pays remuneration in any form to that person
for services rendered or otherwise, or (iv) fails to pursue all
lawful efforts to require such unsuitable person to relinquish
his voting securities for cash at fair market value.
(Additionally, the CCLGLB has taken the position that it has the
authority to approve all persons owning or controlling the stock
of any corporation controlling a gaming license.)
The Nevada Commission may, in its discretion, require
the holder of any debt security of a Registered Corporation to
file applications, be investigated and be found suitable to own
the debt security of a Registered Corporation. If the Nevada
Commission determines that a person is unsuitable to own such
security, then pursuant to the Nevada Act, the Registered
Corporation can be sanctioned, including the loss of its
approvals, if without the prior approval of the Nevada
Commission, it: (i) pays to the unsuitable person any dividend,
interest, or any distribution whatsoever; (ii) recognizes any
voting right by such unsuitable person in connection with such
securities; (iii) pays the unsuitable person remuneration in any
form; or (iv) makes any payment to the unsuitable person by way
of principal, redemption, conversion, exchange, liquidation, or
similar transaction.
The Company is required to maintain a current stock
ledger in Nevada which may be examined by the Nevada Gaming
Authorities at any time. If any securities are held in trust by
an agent or by a nominee, the record holder may be required to
disclose the identity of the beneficial owner to the Nevada
Gaming Authorities. A failure to make such disclosure may be
grounds for finding the record holder unsuitable. The Company is
also required to render maximum assistance in determining the
identity of the beneficial owner. The Nevada Commission has the
power to require the Company's stock certificates to bear a
legend indicating that the securities are subject to the Nevada
Act.
The Company may not make a public offering of its securities
without the prior approval of the Nevada Commission if the
securities or the proceeds therefrom are intended to be used
to construct, acquire or finance gaming facilities in Nevada, or
to retire or extend obligations incurred for such purposes. Such
approval, if given, does not constitute a finding recommendation
or approval by the Nevada Commission or the Nevada Board as to
the accuracy or adequacy of the prospectus or the investment
merits of the securities. Any representation to the contrary is
unlawful.
License fees and taxes, computed in various ways
depending on the type of gaming or activity involved, are payable
to the State of Nevada and to the counties and cities in which
the Nevada licensee's respective operations are conducted.
Depending upon the particular fee or tax involved, these fees and
taxes are payable either monthly, quarterly or annually and are
based upon either: (i) a percentage of the gross revenues
received; (ii) the number of gaming devices operated; or (iii)
the number of table games operated. A casino entertainment tax
is also paid by casino operations where entertainment is
furnished in connection with the selling of food or refreshments.
Nevada licensees that hold a license as an operator of a slot
route, or a manufacturer's or distributor's license, also pay
certain fees and taxes to the State of Nevada.
Any person who is licensed, required to be licensed,
registered, required to be registered, or is under common control
with such persons (collectively, "Licensees"), and who proposes
to become involved in a gaming venture outside of Nevada is
required to deposit with the Nevada Board, and thereafter
maintain, a revolving fund in the amount of $10,000 to pay the
expenses of investigation of the Nevada Board of their
participation in such foreign gaming. The revolving fund is
subject to increase or decrease in the discretion of the Nevada
Commission. Thereafter, Licensees are required to comply with
certain reporting requirements imposed by the Nevada Act.
Licensees are also subject to disciplinary action by the Nevada
Commission if it knowingly violates any laws of the foreign
jurisdiction pertaining to the foreign gaming operation, fails to
conduct the foreign gaming operation in accordance with the
standards of honesty and integrity required of Nevada gaming
operations, engages in activities that are harmful to the State
of Nevada or its ability to collect gaming taxes and fees, or
employs a person in the foreign operation who has been denied a
license or finding of suitability in Nevada on the ground of
personal unsuitability.
Item 2. Properties.
The Company owns 100% of the Union Plaza Operating Company
and Union Plaza Experience, Inc. The Company has no other
materially important properties.
The Company's Plaza Subsidiary's main casino is on the
ground floor of a three-story building and is comprised of a
total floor area of approximately 80,000 square feet. The
Company's convention facilities are located above the casino
area, and the hotel tower, completed in 1982, is located at the
southern end of the casino.
The Company leases the original Union Plaza hotel tower
(connected to, and integrated with, the Company's casino building
by a common public area) and a bus depot and a parking facility
adjacent to the south side of the casino from Exber, Inc., a
Nevada corporation, ("Exber"). All furnishings in the hotel were
purchased by the Company. The annual rental is $1,250,000 plus
insurance, taxes and maintenance. The initial term of the lease
extends through the year 2001. The Company has options to renew
the lease for twenty-five years and four additional periods of
ten years each, in each case at a "fair monthly market rental" to
be determined as of the beginning of each renewal by agreement
between the Company and the lessor, or failing such agreement, by
an arbitration procedure provided for in the lease. No
assurances can be given that any such renewal rental rate will
not be less favorable than the present rate. In the event of any
damage or destruction of the hotel building, the bus depot or the
parking facility, the Company is obligated to repair or rebuild
at its own cost. The Company subleases the bus depot to
Greyhound Lines, Inc., under a sublease which extends until
approximately August, 2000, at an annual rental of $66,000,
subject to two renewal options of ten years each at a "fair
monthly market rental" to be agreed upon between the Company and
Greyhound.
Item 3. Legal Proceedings.
The Company and a number of other companies who are
engaged in gaming or the manufacturer of gaming equipment has
been named as Defendants in an action originally filed in the
United States District Court for the Middle District of Florida,
Orlando Division, which alleges irregularities in the manufacture
and operation of video and electronic slot machines. The
litigation in question was recently transferred to the United
States District Court for the District of Nevada.
In the opinion of the company management at this time,
the claims made by the Plaintiffs in this litigation are without
merit and will not have a material adverse effect upon the
financial position or the operation of the Company.
Item 4. Submission of Matters to a Vote of Security Holders.
None
PART II
Item 5. Market for the Registrant's Common Stock and Related
Security Holder Matters.
(a) Registrant's common stock is not publicly traded.
(b) There were 43 holders of Registrant's common stock
on March 1, 1997.
(c) Dividends of $.10 per share were paid
quarter-annually from April, 1978, through December,
1981, but no dividends have been declared since
such date.
Item 6. Selected Financial Data.
The information required by this Item is incorporated by
reference from the Annual Report to Stockholders for Year Ended
December 31, 1996, which is filed herewith as Exhibit 13.01.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information required by this Item is incorporated by
reference from the Annual Report to Stockholders for Year Ended
December 31, 1996, which is filed herewith as Exhibit 13.01.
Item 8. Financial Statements and Supplementary Data.
The following consolidated financial statements of the
Registrant and its subsidiary included in the Registrant's Annual
Report to Stockholders for the Year Ended December 31, 1996, all
of which are filed herewith as Exhibit 13.01, are incorporated
herein by reference:
Report of Independent Certified Public Accountants
Consolidated Balance Sheets - December 31, 1996 and
1995.
Consolidated Statements of Operations - Years ended
December 31, 1996, 1995 and 1994.
Consolidated Statements of Stockholders' Equity - Years
Ended December 31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows - Years Ended
December 31, 1996, 1995 and 1994.
Notes to Consolidated Financial Statements.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The information required by this Item is incorporated by
reference to the Proxy Statement in connection with Registrant's
Annual Meeting to be held on May 16, 1997.
Item 11. Executive Compensation.
The information required by this Item is incorporated by
reference to the Proxy Statement in connection with Registrant's
Annual Meeting to be held on May 16, 1997.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
The following table contains information concerning
beneficial ownership, as defined in Footnote (1) to such table,
of the Company's capital stock, as of March 15, 1997, by (a) each
person known to the Company to have such beneficial ownership of
more than five percent (5%) of all such capital stock outstanding
as of March 15, 1997, and (b) all officers and directors as a
group:
Number of Shares and
Names and Address Nature of Beneficial Percent
of Beneficial Owner Ownership (1)
of Class
EXBER, INC. 342,905 (3) 45.213%
600 E. Fremont St.
Las Vegas, NV 89101
J. K. HOUSSELS 90,200 (2) 11.893%
380 Rancho Circle
Las Vegas, NV 89107
JOHN D. GAUGHAN 449,297 (3) 59.250%
P. O. Box 680
Las Vegas, NV 89125
JIMMA LEE BEAM 97,512 12.857%
2409 Windjammer Way
Las Vegas, NV 89107
All officers and directors 193,642 25.554%
as a group
(1) For the purposes of this table, a person is regarded as
having beneficial ownership of shares in respect of which the
person has or shares the power to vote or to direct voting
("voting power") or the power to dispose or to direct disposition
("investment power"). Unless otherwise indicated by Footnote,
each person named in the table has the sole voting power and the
sole investment power with respect to all the shares set forth
opposite the person's name.
(2) Includes 14,500 shares owned of record by Mr. J.K. Houssels,
as Trustee for Eric Houssels and Kelley Claire Houssels, minor
children of Mr. Houssels, but does not include 4,750 shares owned
by each of Mr. Houssels' adult sons, John Kell Houssels, III and
James O'Shaughnessy Houssels.
(3) The number of shares for John D. Gaughan include the 342,905
shares owned by Exber, Inc.. Mr. Gaughan is the President, and
major shareholder of Exber, Inc. Also included in Mr. Gaughan's
total are 3,650 shares owned of record by Mrs. John D. Gaughan.
Mrs. Gaughan is deceased and her shares will be transferred to a
trust controlled by Mr. Gaughan.
Item 13. Certain Relationships and Related Transactions.
Exber, Inc. leases to the Company land and buildings in
Las Vegas, Nevada. Annual payments by the Company and its
subsidiaries are approximately $1,250,000. The major leases
extend through the year 2001 with renewals. 4
In February, 1993, Exber, Inc. made a loan of Eighteen
Million ($18,000,000.00) Dollars to the Company which was
utilized in partial payment of the outstanding loan, secured by
Deed of Trust, from Valley Bank of Nevada (now Bank of America)
and to satisfy an existing debt to Exber, Inc. of Three Million
($3,000,000.00) Dollars. The loan from Exber, Inc. in the total
amount of $21,000,000, is secured by a First Deed of Trust upon
the company property and bears interest at the prime rate and is
payable at $158,264.90 per month.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
(a) (1) Financial Statements:
The following consolidated financial statements of the
Registrant are included in the Registrant's Annual
Report to Stockholders for the Year Ended December 31,
[FN]
4 See discussion under "Item 2. Properties."
1996 and the independent auditor's report on such
financial statements are incorporated herein by
reference:
Independent auditor's report
Consolidated Balance Sheets - December 31, 1996 and
1995
Consolidated Statements of Operations - Years Ended
December 31, 1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity -
Years Ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows - Years Ended
December 31, 1996, 1995 and 1994
Notes to Consolidated Financial Statements
(2) The following additional information for the years 1996,
1995 and 1994 is submitted herewith:
Independent Auditor's Report and Consent
Schedule V Property and equipment
Schedule VI Accumulated depreciation and
amortization of property and
equipment
Schedule VIII Valuation and qualifying
accounts and reserves
Schedule X Supplementary income statement
information
All other schedules are omitted because they are not
required, inapplicable, or the information is otherwise
shown in the financial statements or notes thereto.
(3) Exhibits:
Exhibit
Number Description
3.01 Articles of Incorporation of the Registrant and
Amendments thereto dated December 10, 1969,
February 12, 1971, and June 28, 1971, are
incorporated by reference from Form 10 under File
NO. 0-8133, Item 18, Page 45, Exhibits Numbers
1.01, 1.02, 1.03 and 1.04, as filed with
the Securities and Exchange Commission on October
3, 1975.
3.02 Bylaws of Registrant are incorporated herein by
reference from Form 10 under file No. 0-8133,
Exhibit No. 1.05, as filed with the Securities and
Exchange Commission on October 3, 1975.
3.03 Certificate of Amendment to Articles of
Incorporation of Registrant dated May 19, 1987,
filed with the Securities and Exchange Commission
on March 29, 1988.
3.04 Restated and Amended Bylaws of Registrant dated
May 15, 1987, filed with the Securities and
Exchange Commission on March 29, 1988.
4.01 Specimen of Certificate evidencing capital stock of
the Registrant is incorporated by reference Form
10 under File No. 0-8133, Exhibit No. 3.03, as
filed with the Securities and Exchange Commission
on October 3, 1975.
4.02 Specimen of (Amended) Certificate evidencing
capital stock of Registrant, filed with the
Securities and Exchange Commission on March 29,
1988.
10.01 Building Loan and Security Agreement dated March 4,
1982, between Union Plaza Development Corporation
(formerly Scott Development Corporation) and Valley
Bank of Nevada, as filed with the Securities and
Exchange Commission on March 30, 1982.
10.02 Promissory Note, Deed of Trust and Security
Agreement dated March 4, 1982, between Union Plaza
Development Corporation (formerly Scott Development
Corporation) and Valley Bank of Nevada, as filed
with the Securities and Exchange Commission on
March 30, 1982.
10.03 Note Modification Agreement dated November 4, 1986,
between Valley Bank of Nevada and Scott Plaza, Inc.
successor-in-interest to Union Plaza Development
Corporation (formerly Scott Development
Corporation), filed with the Securities and
Exchange Commission on March 31, 1987.
13.01 Annual Report to Stockholders for the fiscal year
ended December 31, 1996.
22.01 List of Subsidiaries.
INDEPENDENT AUDITORS' REPORT AND CONSENT
The Stockholders and
Board of Directors
Union Plaza Hotel and Casino, Inc.
We hereby consent to the incorporation by reference in this
annual report on Form 10-K of Union Plaza Hotel and Casino,
Inc. for the year ended December 31, 1996 of our report dated
March 4, 1997 which appears in the annual report to stockholders
for the year ended December 31, 1996.
The audit referred to in the above mentioned report also included
the related financial schedules for the three years ended
December 31, 1996 listed in the accompanying index at Item
14(a)(2). In our opinion, such financial schedules for the years
ended December 31, 1996, 1995 and 1994 present fairly the
information required to be set forth therein.
GARY V. CAMPBELL, CPA, LTD.
Las Vegas, Nevada
March 4, 1997
PAGE
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
SCHEDULE V
PROPERTY AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Balance at
beginning
of year
Year ended December 31, 1996:
Land $ 6 912 000
Buildings 56 709 000
Leasehold improvements 3 456 000
Furniture and equipment 33 986 000
$101 063 000
Year ended December 31, 1995:
Land $ 6 912 000
Buildings 56 330 000
Construction in progress 1 000
Leasehold improvements 3 453 000
Furniture and equipment 34 048 000
$100 744 000
Year ended December 31, 1994:
Land $ 6 837 000
Buildings 54 419 000
Construction in progress 1 100 000
Leasehold improvements 3 452 000
Furniture and equipment 32 001 000
$ 97 809 000
Estimated useful lives used in computing depreciation
(straight-line method) are as follows:
Land improvements 3-1/2 - 20 years
Buildings 20 - 40 years
Leasehold improvements 5 - 30 years
Furniture and equipment 3 - 10 years
(a) Represents reclassification from construction in progress.
PAGE
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
SCHEDULE V
PROPERTY AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Balance
Additions at end
At Cost Retirements Other of year
$ 100 000 $ - $ - $ 7 012 000
37 000 - 56 746 000
28 000 - - 3 484 000
1 334 000 1 144 000 - 34 176 000
$ 1 499 000 $ 1 144 000 $ - $ 101 418 000
$ - $ - $ - $ 6 912 000
378 000 - 1 000 (a) 56 709 000
- - (1 000)(a) -
3 000 - - 3 456 000
2 172 000 2 234 000 - 33 986 000
$ 2 553 000 $ 2 234 000 $ - $ 101 063 000
$ 75 000 $ - $ - $ 6 912 000
1 017 000 205 000 1 099 000 (a) 56 330 000
- - (1 099 000)(a) 1 000
1 000 - - 3 453 000
2 109 000 62 000 - 34 048 000
$ 3 202 000 $ 267 000 $ - $ 101 744 000
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
SCHEDULE VI
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Amounts in thousands
Additions
Balance at charged to Balance
beginning cost and Retirements at end
of year expenses and others of year
Year ended
December 31, 1996:
Buildings $ 28 406 $ 1 733 $ 1 $ 30 138
Leasehold improv. 1 879 143 - 2 022
Furn. & Equip. 25 643 2 487 1 037 27 093
$ 55 928 $ 4 363 $ 1 038 $ 59 253
Year ended
December 31, 1995:
Buildings $ 26 679 $ 1 727 $ - $ 28 406
Leasehold improv. 1 740 139 - 1 879
Furn. & Equip. 25 437 2 427 2 221 25 643
$ 53 856 $ 4 293 $ 2 221 $ 55 928
Year ended
December 31, 1994:
Buildings $ 25 050 $ 1 687 $ 58 $ 26 679
Leasehold improv. 1 600 140 - 1 740
Furn. & Equip. 23 213 2 262 38 25 437
$ 49 863 $ 4 089 $ 96 $ 53 856
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
SCHEDULE VIII
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Amounts in thousands
Additions
Charged
Balance to costs Charged Balance
at begin. and to other Deduc- at end
of year expenses accounts tions(1) of year
Year ended
December 31, 1996:
Allowance for
doubtful
accounts $ 14 $ 65 $ - $ 36 $ 43
Year ended
December 31, 1995:
Allowance for
doubtful
accounts $ 17 $ 6 $ - $ 9 $ 14
Year ended
December 31, 1994:
Allowance for
doubtful
accounts $ 27 $ 19 $ - $ 29 $ 17
(1) Write-off uncollectible accounts, net of recoveries.
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
SCHEDULE X
SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
Amounts in thousands
Charged to costs and expenses
1996 1995 1994
Maintenance and repairs $ 1 133 $ 1 106 $ 1 102
Taxes, other than payroll
and income taxes:
Gaming tax and
licenses 3 396 3 309 3 442
Propery taxes 904 896 881
Advertising 414 344 453
Amortization of intangible assets is not set forth inasmuch
as it does not exceed one percent of total sales as shown
in the related consolidated statement of income. Royalties
are not set forth inasmuch as it is not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Union Plaza Hotel and Casino,
Inc. has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
UNION PLAZA HOTEL AND CASINO, INC.
/s/JOHN D. GAUGHAN
JOHN D.GAUGHAN, Chairman
of the Board and
Chief Executive Officer
/s/J. K. HOUSSELS
J. K. HOUSSELS, Vice Chairman
of the Board
Date: March 21, 1997.
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
Date: March 21, 1997 /s/ JOHN D. GAUGHAN
JOHN D. GAUGHAN, Chairman
of the Board/President
Chief Operating Officer
Date: March 21, 1997 /s/ DON DOBSON
DON DOBSON, Vice President/
Secretary/Director
Date: March 21, 1997 /s/ JOHN P. JONES
JOHN P. JONES, Vice President/
Treasurer/Director
Date: March 21, 1997 /s/ LARRY DOLESH
LARRY DOLESH, Vice President/
Chief Financial Officer/
Director
Date: March 21, 1997 /s/ R. G. TAYLOR
R. G. TAYLOR, Director
Date: March 21, 1997 /s/ MIKE NOLAN
MIKE NOLAN, Vice President/
Director