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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM:
COMMISSION FILE NUMBER: 0-14050
THE SANDS REGENT
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEVADA 88-0201135
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
345 NORTH ARLINGTON AVENUE
RENO, NEVADA 89501
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 348-2200
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.05 PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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The aggregate market value of the Registrant's $.05 par value Common Stock
held by non-affiliates of the Registrant on September 23, 1996 was
$8,050,145. The aggregate market value is computed with reference to the
average price per share on such date.
Registrant's Common Stock outstanding at September 23, 1996 was 4,498,722
shares.
Portions of Registrant's 1996 Annual Report to the Shareholders are
incorporated into Part II as set forth herein. Portions of Registrant's
definitive Proxy Statement for its November 4, 1996 Annual Meeting of
Shareholders are incorporated into Part III as set forth herein.
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PART I
ITEM 1. BUSINESS
GENERAL
THE COMPANY
The Company, through a wholly-owned subsidiary, Zante, Inc. ("Zante"), owns
and operates the Sands Regency hotel/casino in downtown Reno, Nevada. The
Company, through three wholly-owned subsidiaries, Patrician, Inc. ("Patrician"),
Gulfside Casino, Inc. ("GCI") and Artemis, Inc., ("Artemis"), owns Gulfside
Casino Partnership (the "Partnership"), which owns the Copa Casino, a dockside
gaming vessel located in Gulfport, Mississippi. GCI, Patrician and Artemis own
20%, 79% and 1%, respectively, of the Partnership. Gaming operations for the
Copa Casino commenced in September 1993.
Reno, Nevada. The Sands Regency hotel/casino has approximately 27,000 square
feet of gaming space and 938 hotel rooms, including 32 suites of various sizes.
The complex also includes three restaurants, a "Winchell's Donut House", a
"Pizza Hut", an "Arby's" restaurant operated by a third party, a
"Baskin-Robbins" and an "Orange Julius" operated by a third party, three
cocktail lounges, a gift shop, a beauty/barber shop and a liquor store, each
operated by third parties, a video arcade, a health club, a swimming pool and
over 10,000 square feet of convention and meeting space which can seat up to 650
people. The Company maintains six parking areas on its main hotel/casino
property and adjacent to it, including two parking garages, with a total
combined capacity for approximately 1,000 vehicles. Although the Company offers,
on a very limited basis, complimentary hotel accommodations to select customers,
no group arrangements known as "junkets" are conducted.
The average room occupancy for fiscal 1996 was 82.9% compared to 87.1% for
1995. The hotel's average room rate for the current fiscal year was
approximately $32.00 as compared to $33.00 in the prior fiscal year.
As of September 25, 1996, the casino offered 20 table games, including 15
blackjack tables, 1 caribbean stud table, 1 craps table, and 2 roulette tables,
1 let it ride, 2 keno games and approximately 690 slot machines. In connection
with the supervision of its gaming activities, the Company's policies include
stringent controls, cross-checks and recording of all receipts and
disbursements.
The Company's Reno, Nevada operations are conducted 24 hours a day, every
day of the year. The primary source of revenues and income to the Company is its
gaming activities, although the hotel, bars, shops, restaurants and other
services are an important adjunct to the gaming activities. The Company's
operating and marketing philosophy emphasizes high volume business, offering
large, attractive hotel rooms at reasonable prices to travel group wholesalers,
primarily from Western Canada, the Pacific Northwest and Northern California.
Gaming accounted for approximately 55% of the Company's revenues in fiscal 1996
and approximately 77% of the gaming revenues were generated by slot machines.
The Company generally does not extend credit to its gaming customers.
As a result of current adverse market conditions and the uncertainty of
future market growth, the Company has cancelled its major expansion plans and
allowed its local governmental approvals to expire. In the near term, the
Company will concentrate its resources on renovating and improving existing Reno
facilities and services. Future expansion plans will be considered based upon
future market conditions and the need to add hotel rooms and other major
facilities.
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Gulfport, Mississippi. In December 1992, the Company, through Patrician,
entered into a partnership agreement with GCI to develop and operate a dockside
gaming facility in Gulfport, Mississippi. Located approximately 75 miles from
New Orleans, Louisiana and 70 miles from Mobile, Alabama, the facility, known as
the "Copa Casino," is a permanently moored 500-foot cruise ship. Gaming
operations commenced in mid-September 1993.
On February 25, 1994, the Company acquired all of the outstanding stock of
GCI as well as certain advances to the Partnership previously due to an
affiliate of GCI. GCI's principal asset is its general partnership interest in
the Partnership. In April 1995, Artemis was formed as a wholly-owned subsidiary
of The Sands Regent and acquired a 1% ownership interest in the Partnership from
Patrician. The Company, through Patrician, GCI and Artemis, owns 100% of the
Partnership.
Mississippi, which legalized casino gaming in September 1991, allows for
24-hour gaming on riverboats or other floating vessels located on or adjacent to
approved navigable waterways. Such floating facilities need not cruise into the
waterways and, as such, become permanently moored as dockside gaming facilities.
Gulfport is a deep-water port located on U.S. Highway 90 on the Mississippi gulf
coast. A population of approximately 2.5 million resides within a 100-mile
radius, including New Orleans and Mobile. Interstate Highway 10, which is the
main thoroughfare between Mobile and New Orleans, lies approximately 10 miles to
the north of the port area. The Gulfport-Biloxi metropolitan area has over 7,000
hotel and motel rooms located in the immediate Gulfport-Biloxi area.
The Copa Casino consists of approximately 24,000 square feet of casino space
located on two decks. As of September 25, 1996, the Copa offered approximately
717 slot machines and 26 table games, including craps, roulette, blackjack,
caribbean stud, let it ride and big six. In addition, the facility also includes
4 cocktail lounges/bars, a deli-style restaurant, a buffet restaurant operated
by a third party, a gift shop and various ancillary services and facilities. The
deck below the two casino decks contains a surveillance area, a vault, count
rooms and security and various operations and administrative offices. An
additional three decks on the ship are available for future expansion of gaming
and dining facilities.
The Copa Casino is permanently moored dockside at a location known as the
"Horseshoe Site." Such site, which is leased from the Mississippi Department of
Economic and Community Development and the Mississippi State Port Authority, is
between the East and West Piers of the Mississippi State Port in Gulfport,
Mississippi. This location, which includes 8.3 acres of land based facilities,
will accommodate surface parking for approximately 840 vehicles. The leased
facilities also include a docking structure which accommodates the Copa Casino
ship and will allow for mooring of additional vessels. The docking structure
also includes a roadway and pedestrian walk which provides access to the Copa
Casino entrance.
As in Nevada, the Mississippi operations are conducted 24 hours a day every
day of the year. Present operations provide for the offering of complimentary
food and beverage on a limited basis. Group arrangements, known as "junkets,"
are not conducted.
MARKETING
Reno, Nevada. The central component of the Company's marketing philosophy is
to utilize travel wholesalers to attract group and air wholesale business to the
hotel/casino. This philosophy is based on offering attractive, well-furnished,
large hotel accommodations and quality food and beverages at prices slightly
lower than those of most major hotel/casinos in Reno. Management believes this
strategy has historically enabled the Company to maintain high levels of hotel
occupancy.
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Significant group and air wholesale market areas continue to be Western
Canada, the Pacific Northwest and Northern California. The Company continues to
expand its marketing areas by adding additional air wholesalers and has been
successful in obtaining wholesale business in Central and Eastern Canada, the
Midwest, Southwest and Southern California.
In addition to the group and air wholesale business, the Company is
aggressively packaging and marketing convention and military reunion business
which require 300 rooms or less. Other travel package arrangements are also
being promoted which are geared toward individual travelers. The Company
undertakes, from time to time, direct advertising in select Western cities in
order to promote and increase the individual traveler business.
The Company uses a flexible approach to pricing its rooms which is designed
to maintain high occupancy levels. Hotel rooms are offered at discount prices to
travel wholesalers, as much as six months in advance of arrival, for block sales
of rooms used in travel packages. This is particularly important to the Company
because of the impact of hotel occupancy on the level of gaming activity. The
Company is particularly dependent upon group business from November through
February because of the seasonal decline in other sources of business. During
these months, a substantial amount of the Sands Regency's hotel capacity is
normally prebooked 30 to 180 days in advance on a cancelable basis. During the
summer months, the Company relies on direct advertising of its room rates to
attract individual customers.
The Sands Regency is the lead hotel/casino in the Reno area for several
major travel wholesalers who serve major cities in the West, Midwest and
Southwest United States and in Western and Central Canada. Group and air
wholesale business accounted for approximately 59% of the hotel's occupancy in
fiscal 1996 compared to 61% in fiscal 1995.
Most advertising for the Sands Regency is done by travel wholesalers in
their markets. The Company also advertises directly in its major United States
markets through printed publications, especially during periods of the year when
group business operates at reduced levels.
Gulfport, Mississippi. The Company has positioned the Copa Casino as a
casino for local residents. Emphasis has been placed on providing a casual and
friendly atmosphere. To maintain this marketing position, the Company's goal is
to provide its products and services at values favored by the Company's guests.
The Company also uses numerous, in-house promotional programs to attract local
residents and other customers. These Company-sponsored promotional and special
event programs include gaming and slot tournaments, football season promotions
and give-a-way programs.
The Company has implemented a variety of outside advertising campaigns in
order to attract "drive-up" gaming customers. This includes billboard within a
100-mile radius of Gulfport and local newspaper, radio and television
advertising. In addition, the Company has implemented drive-up promotions and
programs to generate more frequent customer visits and to identify valued
customers. Direct mail programs, which have resulted in positive customer
responses, will continue to be undertaken to encourage more frequent visits by
customers.
In fiscal 1997, the Company plans to acquire a computerized slot player
tracking and marketing system which will improve the Company's ability to offer
different and more diverse promotions. The system will also provide player
tracking information so as to allow the Company to reward gaming customers with
complimentary and other promotional goods and services.
The Company has also pursued marketing efforts toward developing group
business, primarily bus charters and, beginning in October 1996, will expand
these efforts to include tour and travel air charters. Through these efforts,
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the Company has attracted bus charters from various areas within a 500-mile
radius including Atlanta, Georgia and Florida.
The Company will continue to utilize various marketing strategies with a
goal of increasing the frequency of casino visits by its customers which
includes implementing programs to identify and retain selected valued customers
and the establishment of promotional programs which cater to senior citizens.
The Company has employed sales representatives to market to tour operators,
travel agents, social groups, corporations and associations.
COMPETITION
Reno, Nevada. The Company competes in the greater Reno area with
approximately sixteen major casinos and hotel/casinos, some of which are larger
than the Sands Regency. In addition, there are numerous other smaller casinos in
the greater Reno area. The Company competes for its customers based upon gaming
activities, room rates, room size and quality of rooms, food, beverages and
location. In the last twelve months, competitors of the Company have constructed
approximately 2,700 hotel rooms including a new hotel/casino with 1,700 rooms.
This resulted in an increase in Reno area available hotel rooms of approximately
20%. There are also an additional 800 hotel rooms currently under construction
by other competitors of the Company and governmental approval has been granted
to construct an additional 2,188 hotel rooms. Such governmental approval does
not provide assurance that all of these rooms will be built. If construction is
completed on all hotel rooms presently under construction or approved for
construction, the hotel room capacity in the greater Reno area will increase by
approximately an additional 19%. In the event all approved hotel rooms are
built, and depending on the time frames during which they are completed,
management of the Company believes that this added capacity may have an adverse
effect on operations of the Company.
The Company's Reno operations compete, to a lesser extent, with gaming
operations in other parts of the state of Nevada, such as Laughlin, Las Vegas
and Lake Tahoe. California currently sponsors a state lottery and allows other
non-casino style gaming, including parimutuel wagering, card parlors, bingo and
off-track betting. The Company believes that such non-casino style gaming does
not have a significant impact on the Company's operations. The Company believes,
however, that the legalization of casino-style gaming in California could have a
material impact on the Company's operations.
Gulfport, Mississippi. The Company's operations on the Gulf Coast of
Mississippi are in competition with numerous gaming operations currently
established or to be established on vessels or barges moored on the Gulf Coast
of Mississippi, and on boats or barges cruising or moored on the Mississippi
River. Currently there are ten dockside gaming facilities, excluding the
Company, operating along the Gulf Coast of Mississippi, including one in Bay
Saint Louis, one in Gulfport and eight in Biloxi. There are also two gaming
facilities presently planned along the Gulf Coast which are licensed and under
construction.
Along the Mississippi River, there are presently eighteen Mississippi
dockside casino facilities; one in Natchez, four in Vicksburg, two in
Greenville, one near Lula and ten in Tunica. There are two additional proposed
casino operations to be located along the Mississippi River in Vicksburg and
Greenville which have been granted gaming licenses. There is also one casino
currently in operation on an Indian reservation near Philadelphia, Mississippi.
In addition to the above, there are also numerous other proposed Mississippi
casino operations along the Mississippi River and the Gulf Coast. Requiring both
site approval and gaming licenses, such proposed operations are at various
stages in the developmental process without assurances that development and
operation will occur.
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In addition to direct competition which the Company faces in the Mississippi
market, the Company faces competition from riverboats and a possibly reopened
land-based casino in the State of Louisiana, which is an important market area
for the Company's Gulfport casino. Current Louisiana legislation permits
unlimited stakes gaming and a total of fifteen riverboat licenses and one
land-based license have been authorized statewide. At present, there are
thirteen riverboats in operation. Besides these State of Louisiana gaming
operations, it is also anticipated that gaming may be implemented on Indian
reservations near Gulfport and New Orleans.
In the event that all, or a significant number, of these proposed facilities
are licensed, built and operated, management of the Company believes that this
added capacity may have an adverse effect on its Gulfport casino operation.
Management believes that the principal competitive factors will include ease of
access, availability of parking, attractiveness of casino vessels and
surrounding property, proximity to other gaming facilities, and quality of food
and entertainment offered.
General. To a significantly lesser extent, the Company competes with gaming
facilities in New Jersey, Colorado, South Dakota, Illinois, Iowa and other parts
of the world. The Company also competes with various gaming operations on Indian
land, including those located in California, Oregon, Washington, Connecticut,
Michigan, Minnesota and Wisconsin. Indian casino gaming has become a growing
sector of the gaming industry as a result of the Indian Gaming Regulatory Act of
1988, which generally permits unrestricted gaming on Indian land in any state
that allows similar forms of gaming, whether or not restricted. Other states may
legalize various forms of gaming that may compete with the Company. In any
jurisdiction where the Company may commence operations, it will face competition
for desirable sites and qualified personnel.
EMPLOYEES
At June 30, 1996, the Company employed 979 people at the Sands Regency in
Reno, Nevada, including 91 salaried employees and 888 hourly employees. The Copa
Casino employed 466 people, including 57 salaried employees and 409 hourly
employees. None of the Company's employees is represented by a union. The
Company has not experienced any work stoppages or other significant labor
problems and management considers its labor relations to be good.
REGULATION AND LICENSING-GAMING
Nevada. 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 Act"); and (ii) various local regulation. 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") and the City of Reno, (together, 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
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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) to provide a source of state and local revenues
through taxation and licensing fees. Change in such laws, regulations and
procedures could have an adverse effect on the Company's gaming operations.
Zante operates the Sands Regency hotel/casino and is required to be licensed
by the Nevada Gaming Authorities. The gaming license requires a 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 Zante without first obtaining licenses
and approvals from the Nevada Gaming Authorities. The Company and Zante have
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 Zante 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 Zante must file applications with the Nevada Gaming Authorities and
may be required to be licensed or found suitable by the Nevada Gaming
Authorities. Officers, directors and key employees of the Company who are
actively and directly involved in gaming activities of Zante 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 Zante, the companies involved would have to
sever all relationships with such person. In addition, the Nevada Commission may
require the Company or Zante 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 Zante 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 Zante must be
reported to, or approved by, the Nevada Commission.
If it were determined that the Nevada Act was violated by Zante, the gaming
licenses it holds could be limited, conditioned, suspended or revoked, subject
to compliance with certain statutory and regulatory procedures. In addition,
Zante, the Company, and the persons involved could be subject to substantial
fines for each separate violation of the Nevada Act at the direction 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.
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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 finding 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 the 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 relationship with the Company or Zante,
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.
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.
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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's stock certificates do bear such a legend.
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.
Changes in control of the Company through merger, consolidation, stock or
asset acquisitions, management or consulting agreements, or any act or conduct
by a person whereby he obtains control, may not occur without the prior approval
of the Nevada Commission. Entities seeking to acquire control of a Registered
Corporation must satisfy the Nevada Board and Nevada Commission in a variety of
stringent standards prior to assuming control of such Registered Corporation.
The Nevada Commission may also require controlling stockholders, officers,
directors and other persons having a material relationship or involvement with
the entity proposing to acquire control, to be investigated and licensed as part
of the approval process relating to the transaction.
The Nevada legislature has declared that some corporate acquisitions opposed
by management, repurchases of voting securities and corporate defense tactics
affecting Nevada gaming licensees, and Registered Corporations that are
affiliated with those operations, may be injurious to stable and productive
corporate gaming. The Nevada Commission has established a regulatory scheme to
ameliorate the potentially adverse effects of these business practices upon
Nevada's gaming industry and to further Nevada's policy to: (i) assure the
financial stability of corporate gaming operators and their affiliates; (ii)
preserve the beneficial aspects of conducting business in the corporate form;
and (iii) promote a neutral environmental for the orderly governance of
corporate affairs. Approvals are, in certain circumstances, required from the
Nevada Commission before the Company can make exceptional repurchases of voting
securities above the current market price thereof and before a corporate
acquisition opposed by management can be consummated. The Nevada Act also
requires prior approval of a plan of recapitalization proposed by the Company's
Board of Directors in response to a tender offer made directly to the Registered
Corporation's stockholders for the purposes of acquiring control of the
Registered Corporation.
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, required to be
registered, or is under common control with such persons (collectively,
"Licensees"), and who has become involved in a gaming venture outside of
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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.
Mississippi. The ownership and operation of a gaming business in Mississippi
is subject to extensive laws and regulations, including the Mississippi Gaming
Control Act (the "Mississippi Act") and the regulations (the "Mississippi
Regulations") promulgated thereunder by the Mississippi Gaming Commission (the
"Mississippi Commission") and the Mississippi State Tax Commission Regulations
for Gaming Establishments ("Mississippi Tax Regulations") promulgated by the
Mississippi State Tax Commission ("Mississippi Tax Commission"). The Mississippi
Commission and Mississippi Tax Commission (together the "Mississippi Gaming
Authorities") are empowered to oversee and enforce the Mississippi Act. Gaming
in Mississippi can be legally conducted only on floating vessels of a certain
minimum size in navigable waters of the Mississippi River or in waters of the
State of Mississippi (so called dockside gambling) which lie adjacent and to the
south (principally in the Gulf of Mexico) of the counties of Hancock, Harrison
and Jackson, and only in counties in Mississippi in which the registered voters
have not voted to prohibit such activities. The voters in Jackson County, the
southeastern most county of Mississippi, have voted to prohibit gaming in that
county. However, gaming could be approved in Jackson County in any subsequently
held referendum.
The underlying policy of the Mississippi Act is to ensure that gaming
operations in Mississippi are conducted (i) honestly and competitively, (ii)
free of criminal and corruptive influences, and (iii) in a manner which protects
the rights of the creditors of gaming operations. The laws, regulations and
supervisory procedures of the Mississippi Act seek to (i) establish and maintain
response accounting practices and procedures; (ii) maintain effective control
over the financial practices of licensees, including establishing minimum
procedures for internal fiscal affairs and safeguarding assets and revenues,
providing reliable record keeping, and making periodic reports to the
Mississippi Gaming Authorities; and (iii) provide 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.
The Mississippi Act requires that a person (including any corporation or
other entity) must be licensed to conduct gaming activities in Mississippi. A
license will be issued only for a specified location which has been approved as
a gaming site by the Mississippi Commission prior to issuing such license.
Gaming licenses are issued for an initial two year period and are renewable
every two years thereafter. The Mississippi Act also requires that each officer
or director of a gaming licensee, or other person who exercises a material
degree of control over the licensee, either directly or indirectly, must be
found suitable by the Mississippi Commission. The Mississippi Commission will
not issue a license or make a finding of suitability unless it is satisfied,
only after an extensive investigation paid for by the applicant, that the
persons associated with the gaming licensee or applicant for a license are of
good character, honesty and integrity, with no relevant or material criminal
record. In addition, the Mississippi Commission will not issue a license unless
it is satisfied that the licensee is adequately financed or has a reasonable
plan to finance its proposed operations from acceptable sources, and that
persons associated with the applicant have sufficient business probity,
competence and experience to engage in the proposed gaming enterprise. Other
parties, including the Partnership's or the Company's lenders, holders of
evidences of indebtedness, underwriters and employees, may be required to be
licensed, and such applications for licensing, if any, may be denied for any
cause deemed reasonable by the Mississippi Commission. The
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Mississippi Commission may refuse to issue a work permit to a gaming employee
(i) if the employee has committed larceny, embezzlement or any crime of moral
turpitude, or knowingly violated the Mississippi Act or Mississippi Regulations,
or (ii) for any other reasonable cause.
The Partnership holds the gaming license to the Copa Casino gaming facility
in Gulfport, Mississippi. Patrician, GCI and Artemis, all wholly-owned
subsidiaries of the Company, have been approved as partners of the Partnership.
The license is not transferrable.
In October 1994, the Mississippi Gaming Commission adopted a regulation
requiring, as a condition of licensure or license renewal, that a gaming
establishment's site development plan include certain infrastructure facilities
in close proximity to the casino complex which will amount to at least 25% of
the cost of the casino facility. Parking facilities, roads, sewage and water
systems or facilities normally provided by governmental entities do not meet the
infrastructure requirement. The Mississippi Gaming Commission found the Copa
Casino to be in compliance with this regulation as a result of its construction
of a general purpose pier facility and other improvements that inure to the
benefit of the Mississippi State Port Authority.
The Mississippi Commission has the power to deny, limit, condition, revoke
and suspend any license, finding of suitability or registration, or fine any
person, as it deems reasonable and in the public interest, subject to an
opportunity for a hearing. The Mississippi Commission may fine any licensee or
persons who was found suitable up to $100,000 for each violation of the
Mississippi Act or the Mississippi Regulations, which is the subject of an
initial complaint, and up to $250,000 for each such violation which is the
subject of any subsequent complaint. The Mississippi Act provides for judicial
review of any final decision of the Mississippi Commission by petition to a
Mississippi Circuit Court, but the filing of such petition does not necessarily
stay any action taken by the Mississippi Commission pending a decision by the
Circuit Court.
The Partnership must submit detailed financial and operating reports to the
Mississippi Gaming Authorities. Substantially all loans, leases, sales of
securities and other financing transactions entered into by the Partnership must
be reported to, and, in some cases, approved by, the Mississippi Gaming
Authorities.
Under the Mississippi Regulations, a gaming license may not be held by a
publicly traded company, although an affiliate corporation, such as the Company,
may be publicly held so long as the Company receives the approval of the
Mississippi Commission. The Company has received such approval of the
Mississippi Commission. In addition, approval of any public offering of the
securities of the Company must be obtained from the Mississippi Commission if
any part of the proceeds from that offering are intended to be used to
construct, acquire or finance the operation of gaming facilities in Mississippi
or to retire or extend obligations incurred for any such purpose.
Under the Mississippi Regulations, a person is prohibited from acquiring
control of the Company without prior approval of the Mississippi Commission. The
Company is also prohibited from consummating a plan of recapitalization proposed
by management in opposition to an attempted acquisition of control of the
Company and which involves the issuance of a significant dividend to Common
Stockholders, where such dividend is financed by borrowing from financial
institutions or the issuance of debt securities. In addition, the Company is
prohibited from repurchasing any of its voting securities under circumstances
(subject to certain exemptions) where the repurchase involves more than one
percent of the Company's outstanding Common Stock at a price in excess of 110%
of the then market value of the Company's Common Stock from a person who owns
and has for less than one year owned more than three percent of the Company's
outstanding Common Stock, unless the repurchase has been approved by a majority
of the Company's shareholders voting on the issue (excluding the person from
whom the repurchase is being made) or the offer is made to all other
shareholders for the Company.
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Any person who, directly or indirectly, or in associations with others,
acquires beneficial ownership of more than five percent of the Common Stock of
the Company must notify the Mississippi Commission of this acquisition and may
be required to be found suitable by the Mississippi Commission. Any person who
becomes a beneficial owner of more than 10% of the Company's Common Stock must
apply for a finding of suitability by the Mississippi Commission. Furthermore,
regardless of the amount of securities purchased, any person who acquires any
beneficial ownership in the Common Stock of the Company may be required to be
found suitable if the Mississippi Commission has reason to believe that the
acquisition and ownership would be inconsistent with the declared policy of
Mississippi. Any person who is required to be found suitable must apply for a
finding of suitability from the Mississippi Commission within 30 days after
being requested to do so, and must deposit with the State Tax Commission a sum
of money which is adequate to pay the anticipated investigatory costs associated
with such finding. Any person who is found not to be suitable by the Mississippi
Commission shall not be permitted to have any direct or indirect ownership in
the Company's Common Stock. Any person who is required to apply for a finding of
suitability and fails to do so, or who fails to dispose of his or her interest
in the Company's Common Stock if found unsuitable, is guilty of a misdemeanor.
If a finding of suitability with respect to any person is not applied for where
required, or if it is denied or revoked by the Mississippi Commission, the
Company is not permitted to pay such person for services rendered, or to employ
or enter into any contract with such person.
The Mississippi legislature has declared that some corporate acquisitions
opposed by management, repurchases of voting securities and other corporate
defense tactics that affect corporate gaming licensees in Mississippi, and
corporations whose stock is publicly traded that are affiliated with those
operations, may be injurious to stable and productive corporate gaming. The
Mississippi Commission has established a regulatory scheme to ameliorate the
potentially adverse effects of these business practices upon Mississippi's
gaming industry and to further Mississippi's policy to (i) assure the financial
stability of corporate gaming operators and their affiliates; (ii) preserve the
beneficial aspects of conducting business in the corporate form; and (iii)
promote a neutral environmental for the orderly governance of corporate affairs.
Approvals are, in certain circumstances, required from the Mississippi
Commission before the Company can make exceptional repurchases of voting
securities above the current market price thereof (commonly referred to as
"greenmail") and before a corporate acquisition opposed by management can be
consummated. Mississippi's gaming regulations also requires prior approval by
the Mississippi Commission if the Company were to adopt a plan of
recapitalization proposed by the Company's Board of Directors in opposition to a
tender offer made directly to its stockholders for the purposes of acquiring
control of the Company.
Neither the Partnership, the Company nor any controlled affiliate may engage
in gaming activities in Mississippi and outside of Mississippi without approval
of the Mississippi Commission. The Mississippi Commission may require, among
other things, that there be adequate governmental regulation of gaming in the
out-of-state location and that there is a means of the Mississippi Commission to
have access to information concerning the out-of-state gaming operations and
persons associated with them.
REGULATION AND LICENSING - ALCOHOLIC BEVERAGES
Nevada. The sale of alcoholic beverages by the Company is subject to
supervision, control and regulation by the City of Reno, which issues licenses
deemed to be nontransferable, revocable privileges, and which has full power to
limit, condition, suspend or revoke such licenses. The Company is presently
licensed to sell alcoholic beverages. Any adverse regulatory act with respect to
this license could have an adverse effect upon the operations of the Company.
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Mississippi. The sale of alcoholic beverages by the Copa Casino is subject
to regulation by the Mississippi State Tax Commission, which issues licenses
which are both revocable and non-transferable, and which has full power to
limit, condition, suspend or revoke any such license. The Partnership is
currently licensed to sell alcoholic beverages as an "On-Premises Retailer." Any
adverse regulatory act with respect to this license could have an adverse effect
upon the operation of the Partnership. The sale of light wine and beer by Copa
Casino is also subject to regulation by the Mississippi State Tax Commission,
which issues licenses which are both revocable and non-transferable, and which
has the full power to limit, condition, suspend or revoke any such license.
However, the enforcement of laws regulating the acquisition, use, sale and
distribution of light wine and beer is left to local law enforcement agencies.
The Partnership is currently licensed to sell light wine and beer as a
"Retailer" under a beer permit and privilege license. Any adverse regulatory act
with respect to this license could have an adverse effect upon the operation of
the Partnership.
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ITEM 2. PROPERTIES
Reno, Nevada. The Company operates the casino and hotel towers at the Sands
Regency on a Company-owned 6.3 acre site in downtown Reno. The hotel/casino site
also includes the original three-story motor lodge and four-story hotel tower
and other buildings and facilities. Garage and surface parking is provided at
the hotel/casino site and also on a 2.7 acre site located adjacent to the
hotel/casino site. In addition, the Company's personnel office and certain
storage facilities are located one-half block from the hotel/casino site on a
Company-owned .5 acre lot. Management considers the Company's facility to be in
good condition and well-maintained.
In addition to the main hotel/casino facility, the Company owns several
smaller properties in Reno consisting of an aggregate area of approximately .6
acres.
The Company's Reno hotel/casino property is subject to aggregate
encumbrances of approximately $15.5 million as of June 30, 1996.
Gulfport, Mississippi. The Copa Casino gaming facilities are located on two
decks of a 500 foot cruise ship owned by Gulfside Casino Partnership. These two
decks also include four cocktail lounges/bars, a deli-style restaurant, a buffet
restaurant operated by a third party and a gift shop. The deck below the two
casino decks contains a surveillance area, a vault, count rooms, security and
various operations and administrative offices. An additional three decks on the
ship are available for future expansion of gaming and dining facilities. The
engines for such cruise ship are disabled. All gaming activities are conducted
while moored dockside.
The Copa Casino is permanently moored dockside at a location known as the
"Horseshoe Site." Such site, which is leased from the Mississippi Department of
Economic and Community Development and the Mississippi State Port Authority, is
between the East and West Piers of the Mississippi State Port in Gulfport,
Mississippi. This location, which includes 8.3 acres of land-based facilities,
will accommodate surface parking for approximately 840 vehicles. The leased
facilities also include a docking structure which accommodates the Copa Casino
ship and will allow for mooring of additional vessels. The docking structure
also includes a four-lane roadway and a pedestrian walk which provides access to
the Copa Casino entrance.
The initial term of the lease, as amended, is seven years and ends in
October 1999. The lease provides for three renewal periods of five years each
and one renewal period of ten years if the Partnership, within the first ten
years of the lease agreement, constructs, on the leased premises or within the
city limits of Gulfport, a hotel with a minimum of 350 units. If any of such
renewal options are exercised, the lease term will be extended under the same
terms and provisions of the lease agreement except that the rental amounts will
be adjusted and revised annually, in years six through thirty-two, in accordance
with changes in the Consumer Price Index.
The lease provides for an annual rental of $500,000 (the "Minimum Rental")
plus five percent (5%) of the gross annual gaming revenues over $25,000,000 (the
"Percentage Rental"). In addition to the Minimum Rental and Percentage Rental
set forth above, the Partnership is also required to pay, monthly, 3% of the
gross monthly revenues on all activities other than gaming (the "Additional
Percentage Rent"). The Minimum Rental is to be paid in advance, in equal monthly
installments of $41,667 on the first day of every month during the lease year.
For each month, the Percentage Rental and the Additional Percentage Rental must
be calculated and the amounts due, if any, are to be paid on or before the 10th
day of the following month.
In July 1996, Copa Casino was notified by the Mississippi Department of
Economic and Community Development and the Mississippi State Port Authority that
its lease will be cancelled and terminated at the end of the initial lease term
in October 1999 because the Copa Casino's leased site is needed by the
Mississippi State Port Authority to accommodate a purported expansion of Port
facilities. Such notice of termination, among other items,
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is presently the subject of litigation between the Copa Casino and the
Mississippi Department of Economic and Community Development and the Mississippi
State Port Authority as further described in Item 3. Legal Proceedings. If the
Copa Casino is required to vacate its existing site and no suitable replacement
sites can be found, the Company's results of operations could be materially
adversely affected.
ITEM 3. LEGAL PROCEEDINGS
GCI MATTER
In December 1994, a lawsuit was filed by Terry W. Green and Joel R. Carter,
Sr. ("Green and Carter") in the Chancery Court of Harrison County, Mississippi,
First Judicial District against GCI because of GCI's failure to make payments on
promissory note obligations of GCI to Green and Carter. These note obligations,
in the aggregate amount of $6 million, plus interest, are secured by a pledge of
GCI's partnership interest in GCP. Although these promissory notes and the
accrued interest thereon are obligations of GCI, they are reflected as current
liabilities in the Company's Consolidated Balance Sheets at June 30, 1996 and
1995 upon consolidation.
In addition to demanding payment of the $6 million plus interest, for which
a partial summary judgment was granted, the lawsuit by Green and Carter is
demanding the appointment of a receiver to take possession of and sell GCI's
ownership interest in GCP. The lawsuit also seeks attorneys fees in an amount
not less than $900,000 which management of the Company believes would not be
deemed a reasonable amount in the event of an unfavorable judgment against GCI.
In May 1995, GCP and Patrician were joined as necessary parties to the lawsuit.
In August 1995, a Charging Order was entered which requires GCP to respond
to inquiries by Green and Carter for the purpose, among other things, of
determining what distributions, if any, have been paid by the partnership to
either of its partners. Moreover, a court order has been granted whereby any
amounts due or to become due GCI by GCP are to be paid to Green and Carter until
the summary judgment against GCI is satisfied.
Part of the dispute with Green and Carter concerns their security interest
in GCI's ownership of GCP. GCI's interest in GCP has been reduced from an
original 60% to the present .006% interest as a result of an amendment to the
partnership agreement and a partner capital call. An amendment to the GCP
partnership agreement was entered into, effective January 1, 1993, whereby the
profit and loss allocation percentages were amended from 40% to 80% for
Patrician and from 60% to 20% for GCI. Such amendment was entered into so as to
properly reflect the relative financial risks of Patrician and GCI and to cure a
partnership breach by GCI. Specifically, and prior to the acquisition of GCI by
The Sands Regent in February 1994, GCI had breached the partnership agreement by
failing to properly contribute monies to the partnership. This resulted in
additional funding by Patrician and the amendment was entered into to cure the
breach since GCI was not in the position to contribute required funding.
An additional partner capital call occurred in January 1996 for the purpose
of improving the partnership capital structure. Patrician and Artemis complied
with the capital call and GCI failed to comply. As a result, and in accordance
with the partnership agreement, CGI's interest in GCP was reduced from 20% to
.006%. Green and Carter claim that GCI's ownership interest in GCP should be the
pre-amendment, pre-capital call 60% interest. GCI and Patrician contend that the
amended ownership interests are valid because they were undertaken for valid
business reasons and that they were permitted in accordance with the underlying
agreement that pledged GCI's interest in GCP to Green and Carter. Further, the
partnership amendments which provided, or allowed, for the change in partner
ownership interests were found to be valid in a June 1996 arbitration award
between Patrician and GCI.
In July 1996, as a result of a court hearing, the Chancery Court rendered a
judgment that the reallocation of GCI's interest in the partnership had no
effect on the lien position of Green and Carter. Further Green and Carter were
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given until November 1996 to exhaust their legal remedies in collecting against
the judgment. Failing collection or other resolution by November 1996, the Court
will consider additional measures including, but not limited to, the appointment
of a receiver.
GCI has filed a motion for reconsideration with the Chancery Court for which
a hearing has not yet been set.
GCI's only tangible asset, and its source of funds for repayment of the
promissory notes, is its partnership interest in GCP. The underlying promissory
notes were owed by GCI when The Sands Regent purchased GCI in February 1994 and
have not been assumed or guaranteed by The Sands Regent. GCI is neither
presently in the financial position to make any payments with respect to these
note obligations nor is it expected to be in such a position in the near future.
The ultimate resolution of such matter is not presently subject to reasonable
estimation but could include a dispossession of a 60% right to receive
partnership profits and surplus.
PORT MATTER
In July 1996, the Mississippi Department of Economic and Community
Development ("MDECD") and the Mississippi State Port Authority at Gulfport (the
"Port") filed a declaratory judgment action against GCP in the Chancery Court of
Harrison County, Mississippi, First Judicial District. Such lawsuit seeks Court
interpretation of certain provisions of the lease between MDECD and the Port and
GCP including whether the Port must approve the substitution of another gaming
vessel for the present gaming vessel and whether the Port must approve the
construction of a hotel on the lease premises. In addition to the lawsuit, MDECD
and the Port also notified GCP that its lease will be cancelled and terminated
at the end of the initial lease term in October 1999 because GCP's current
leased site is needed by the Port to accommodate a purported expansion of Port
facilities.
In August 1996, GCP filed a separate lawsuit against MDECD and the Port in
the Circuit Court of the First Judicial District of Harrison County,
Mississippi, for breach of contract, breach of covenant of good faith and fair
dealing, misrepresentation and breach of covenant of quite enjoyment. The
lawsuit seeks an award for compensatory damages in an amount not less that $20
million and a declaratory judgment quieting the lease term and allowing the
development of the leased premise. The lawsuit also requests a jury trial which
is not generally available in Chancery Court.
In connection with the filing of the above Circuit Court action, GCP has
responded to the Chancery Court action filed by the MDECD and Port by requesting
that such action be dismissed or, in the alternative, transferred and
consolidated with GCP's Circuit Court action. MDECD and the Port have, in turn,
responded by indicating it is their belief that the Chancery Court is the proper
forum and that GCP's Circuit Court action be either dismissed or transferred to
the Chancery Court. A hearing was held in Circuit Court on September 20, 1996
with respect to the MDECD and Port request to dismiss GCP's Circuit Court action
against the MDECD and Port or transfer it to Chancery Court. A ruling is
expected in October 1996.
Such legal actions between the Company and MDECD and the Port are in the
early stages and management believes that the outcome is not presently
predictable or subject to reasonable estimation.
OTHER
The Company is also a party to various other legal actions, proceedings and
pending claims arising in the normal course of its business. Management does not
expect the outcome of these claims or suits to have a material adverse effect on
the Company's financial position or results of future operations.
15
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company did not submit any matters to a vote of security holders in the
fourth quarter of fiscal 1996.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS
The Common Stock of the Company is traded in the NASDAQ National Market
System under the symbol "SNDS" and the following table sets forth the range of
high and low closing sales prices as reported by NASDAQ.
CASH
FOR THE YEARS ENDED JUNE 30, HIGH LOW DIVIDEND
- ---------------------------- ---- --- --------
1995
First Quarter........... $12.25 $8.75 $.05
Second Quarter.......... 10.00 6.25 $.05
Third Quarter........... 8.00 4.50 $.05
Fourth Quarter.......... 6.00 5.06 $.05
1996
First Quarter........... $ 6.25 $4.50 $.05
Second Quarter.......... 6.25 4.50 $.05
Third Quarter........... 5.50 3.62 $.05
Fourth Quarter.......... 5.75 3.50 --
- -----------
In May 1996, the Board of Directors of the Company suspended the payment of
cash dividends. The declaration and payment of dividends in the future, if any,
will be determined by the Board of Directors in light of the conditions then
existing, including the Company's earnings, financial condition, capital
requirements and other factors.
As of September 23, 1996, the Company had 170 shareholders of record and in
excess of 400 beneficial shareholders.
ITEM 6. SELECTED FINANCIAL DATA
There is hereby incorporated by reference the information appearing under
the caption "The Sands Regent - Selected Financial Data" in the Company's 1996
Annual Report, filed as Exhibit 13 to this Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
There is hereby incorporated by reference the information appearing under
the caption "The Sands Regent - Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's 1996 Annual
Report, filed as Exhibit 13 to this Form 10-K.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
There is hereby incorporated by reference the Consolidated Financial
Statements and the Notes to the Consolidated Financial Statements in the
Company's 1996 Annual Report, filed as Exhibit 13 to this Form 10-K. Reference
is made to the Consolidated Financial Statements and the Notes to the
Consolidated Financial Statements in Item 14(a)(1) hereof.
With the exception of the aforementioned information and the information in
Items 6 and 7, the Company's 1996 Annual Report is not deemed filed as part of
this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
There is hereby incorporated by reference the information appearing under
the caption "Directors and Executive Officers" in the Company's definitive Proxy
Statement for the Annual Meeting of Shareholders to be held on November 4, 1996,
filed or to be filed with the Securities and Exchange Commission.
ITEM 11. EXECUTIVE COMPENSATION
There is hereby incorporated by reference the information appearing under
the caption "Compensation of Executive Officers" in the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held on November 4,
1996, filed or to be filed with the Securities and Exchange Commission.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There is hereby incorporated by reference the information appearing under
the captions "Principal Shareholders" and "Directors and Executive Officers" in
the Company's definitive Proxy Statement for the Annual Meeting of Shareholders
to be held on November 4, 1996, filed or to be filed with the Securities and
Exchange Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There is hereby incorporated by reference the information appearing under
the caption "Certain Relationships and Related Transactions" in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held on
November 4, 1996, filed or to be filed with the Securities and Exchange
Commission.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) FINANCIAL STATEMENTS.
Included in Part II of this Report:
Independent Auditors' Report
Consolidated Balance Sheets -- June 30, 1996 and 1995
Consolidated Statements of Operations -- Years Ended June 30,
1996, 1995 and 1994
Consolidated Statements of Stockholders' Equity -- Years Ended
June 30, 1996, 1995 and 1994
Consolidated Statements of Cash Flows -- Years Ended June 30,
1996, 1995 and 1994
Notes to Consolidated Financial Statements
(a)(2) FINANCIAL STATEMENT SCHEDULES.
Included in Part IV of this Report:
As of and for the Years Ended June 30, 1996, 1995 and 1994:
Independent Auditors' Report on Schedules
Schedule II -- Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable
or the required information is shown in the financial statements or notes
thereto.
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(a)(3) EXHIBITS
3(a)(i) Restated Articles of Incorporation of the Company
(Exhibit 3(a) to the Company's Registration Statement
(Registration No. 2-93453) on Form S-1).*
3(a)(ii) Certificate of Amendment to the Restated Articles of
Incorporation of the Company, dated November 2, 1987
(Exhibit 4(a) to the Company's Form 10-Q for the
quarter ended December 31, 1987).*
3(b)(i) Amended and Restated Bylaws of the Company, as
amended April 29, 1985, and currently in effect
(Exhibit 3(b) to the Company's Form 10-K for the
fiscal year ended June 30, 1985).*
3(b)(ii) Resolution of Amendment to the Bylaws of the Company,
dated November 2, 1987 (Exhibit 4(b) to the Company's
Form 10-Q for the quarter ended December 31, 1987).*
3(b)(iii) Certificate of Amendment of the Amended and Restated
Code of Bylaws, as Amended, of The Sands Regent,
dated January 10, 1996.**
4(a) Amended Trust Agreement, dated February 22, 1987,
among Antonia Cladianos II as trustor and beneficiary
and Pete Cladianos, Jr. as trustee (Exhibit 4(a) to
the Company's Form 10-K for the fiscal year ended
June 30, 1987).*
4(b) Amended Trust Agreement, dated February 19, 1987,
among Pete Cladianos III as trustor and beneficiary
and Pete Cladianos, Jr. as trustee (Exhibit 4(b) to
the Company's Form 10-K for the fiscal year ended
June 30, 1987).*
10(a) Amended and Restated Stock Option Plan for Executive
and Key Employees of the Sands Regent and Forms of
Stock Option Agreements (Exhibit 4(a) to the
Company's Registration Statement (Registration No.
33-59574) on Form S-8).*
10(b) Deferred Compensation Plan for Directors of the
Company (Exhibit 10(e) to the Company's Registration
Statement (Registration No. 2-93453) on Form S-1).*
10(c) Form of Indemnity Agreement for Directors and
Officers of the Company (Exhibit 10(f) to the
Company's Form 10-K for the fiscal year ended June
30, 1988).*
10(d) Loan Agreement, dated March 31, 1993, by and between
First Interstate Bank of Nevada, National
Association, First Interstate Bank of California, The
Daiwa Bank, Limited and Zante, Inc. and the related
Term and Revolving Credit Promissory Note; Guarantee
of Loan by the Sands Regent; Deed of Trust, Fixture
Filing and Security Agreement with Assignment of
Rents (Exhibit 10(b) to the Company's Form 10-Q for
the Quarter ended March 31, 1993).*
10(e) First Amendment to Loan Agreement, dated June 27,
1994, by and between First Interstate Bank of Nevada,
National Association, The Daiwa Bank Limited and
Zante, Inc., Borrower, and The Sands Regent,
Guarantor (Exhibit 10(e) to the Company's Form 10-K
for the fiscal year ended June 30, 1994).*
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23
10(f) International Swap Dealers Association, Inc. Master
Agreement for interest rate swap, dated March
23,1994, by and between First Interstate Bank of
Nevada N.A. and Zante, Inc., and the related
Guarantee by The Sands Regent and Letter Agreement of
Confirmation (Exhibit 10(f) to the Company's Form
10-K for the fiscal year ended June 30, 1994).*
10(g) General Partnership Agreement, effective as of
December 31, 1992, between Gulfside Casino, Inc. and
Patrician, Inc. (a wholly-owned subsidiary of the
Sands Regent) (Exhibit 10(a) to the Company's Form
10-Q for the Quarter ended March 31, 1993).*
10(h) First Amendment to Gulfside Casino, a Mississippi
General Partnership, General Partnership Agreement,
dated April 15, 1994, between Gulfside Casino, Inc.
and Patrician, Inc. (both wholly owned subsidiaries
of The Sands Regent) (Exhibit 10(a) to the Company's
Form 10-Q for the Quarter ended March 31, 1994).*
10(i) Second Amendment to Gulfside Casino, a Mississippi
General Partnership, General Partnership Agreement,
dated December 9, 1994, between Gulfside Casino, Inc.
and Patrician, Inc., (both wholly-owned subsidiaries
of The Sands Regent)(Exhibit 10(a) to the Company's
Form 10-Q for the Quarter ended December 31, 1994).*
10(j) Agreement for the Purchase of Stock of the Gulfside
Casino, Inc. and certain Assets of McDonald Limited,
dated February 25,1994 (Exhibit 2(a) to the Company's
Form 8-K/A for event reporting date of February 14,
1994).*
10(k) Gulfside Casino, Inc. Settlement Agreement, dated
August 20, 1993, by and between Gulfside Casino,
Inc., a Mississippi Corporation, and Joel R. Carter,
Sr. and Terry Green (Exhibit 10(j) to the Company's
Form 10-K for the year ended June 30,1994).*
10(l) Settlement Agreement dated November 2, 1984, by and
between Hughes Properties, Inc., and Zante, Inc.
(Exhibit 10(u) to the Company's Registration
Statement (Registration No. 2-93453) on Form S-1).*
10(m) Franchise Agreement dated October 9, 1986 and as
amended on October 9, 1986, by and between Roma
Corporation and Zante, Inc. (Exhibit 10(r) to the
Company's Form 10-K for the fiscal year ended June
30, 1987).*
10(n) Agreement, dated as of January 2, 1995, between David
R. Wood and The Sands Regent.** (Exhibit 10(n) to the
Company's Form 10-K for the fiscal year ended June
30, 1995).*
10(o) Lease Agreement by and between the Mississippi
Department of Economic and Community Development and
the Mississippi State Port Authority at Gulfport and
Gulfside Casino, Inc., dated August 20, 1992. **
10(p) Amendment to Lease and Approval of Stock Purchase by
and between the Mississippi Department of Economic
and Community Development and the Mississippi State
Port Authority at Gulfport and Gulfside Casino, Inc.,
dated October 28, 1992. **
22
24
10(q) Second Lease Amendment by and between the Mississippi
Department of Economic and Community Development and
the Mississippi State Port Authority at Gulfport and
Gulfside Casino, Inc., Lessee, and Gulfside Casino
Partnership, Substitute Lessee, dated May 12, 1993.
**
10(r) Third Lease Amendment by and between the Mississippi
Department of Economic and Community Development and
the Mississippi State Port Authority at Gulfport and
Gulfside Casino Partnership, dated June 21, 1994. **
13 1996 Annual Report to Shareholders.**
21 Subsidiaries: Zante, Inc., Patrician, Inc., and
Artemis, Inc., Nevada Corporations, and Gulfside
Casino, Inc., a Mississippi corporation, are wholly
owned by the Company. Patrician, Inc., Gulfside
Casino, Inc., and Artemis, Inc., are the sole
partners in Gulfside Casino Partnership, a
Mississippi general partnership.
23 Independent Auditors' Consent to the incorporation by
reference into specified registration statement on
Form S-8 of their reports contained in or
incorporated by reference into this report.**
27 Financial Data Schedule.**
-------------------------------
* Incorporated by reference
** Filed herewith
(b) REPORTS ON FORM 8-K.
The Company did not file any reports on Form 8-K during the last quarter
of fiscal 1996.
(c) INDEX TO EXHIBITS.
(d) FINANCIAL STATEMENT SCHEDULES.
Financial statement schedules required by Regulation S-X are excluded from
the 1996 Annual Report to the Shareholders by Rule 14a-3(b)(1). See
Schedule II to the Financial Statements appearing under Item 14(a)(2)
hereof.
23
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
THE SANDS REGENT
Date: September 26, 1996 By: PETE CLADIANOS, JR.
-------------------
Pete Cladianos, Jr., President
and Chief Executive Officer
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.
SIGNATURE CAPACITY DATE
- --------- -------- ----
PETE CLADIANOS, JR. President (Chief September 26, 1996
- --------------------------- Executive Officer)
Pete Cladianos, Jr. and Director
KATHERENE LATHAM Chairman of the September 26, 1996
- --------------------------- Board of Directors
Katherene Latham
JON N. BENGTSON Executive Vice President, September 26, 1996
- --------------------------- Chief Operating Officer and
Jon N. Bengtson Director
DAVID R. WOOD Executive Vice President, September 26, 1996
- --------------------------- Treasurer, Chief Financial and
David R. Wood Accounting Officer and Director
PETE CLADIANOS III Executive Vice President, September 26, 1996
- --------------------------- Secretary and Director
Pete Cladianos III
JOSEPH G. FANELLI Director September 26, 1996
- ---------------------------
Joseph G. Fanelli
WELDON C. UPTON Director September 26, 1996
- ---------------------------
Weldon C. Upton
24
26
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of The Sands Regent:
We have audited the consolidated financial statements of The Sands Regent and
subsidiaries as of June 30, 1996 and 1995, and for each of the three years in
the period ended June 30, 1996, and have issued our report thereon dated August
9, 1996. Such consolidated financial statements and report are included in your
1996 Annual Report to Shareholders and are incorporated herein by reference. Our
audits also included the consolidated financial statement schedule of The Sands
Regent and subsidiaries, listed in Item 14. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such consolidated financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
Deloitte & Touche LLP
Reno, Nevada
August 9, 1996
25
27
The Sands Regent
Schedule II
Valuation and Qualifying Accounts
(in thousands)
Additions
Balance at Charged to
Beginning Costs and Balance at
Description of Year Expenses Deductions(1) End of Year
----------- ------- -------- ------------- -----------
Allowance for Doubtful Accounts Receivable:
Year ended June 30, 1996 ................... $147 $136 $(176) $107
Year ended June 30, 1995 ................... 111 92 (56) 147
Year ended June 30, 1994 ................... 72 88 (49) 111
- ---------------
(1) Write-offs of uncollectible accounts receivable, net of recoveries
26
28
INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER PAGE
- ------ ----
3(b)(iii) Certificate of Amendment of the Amended and
Restated Code of Bylaws, as Amended, of The
Sands Regent, dated January 10, 1996 ...............
10(o) Lease Agreement by and between the Mississippi
Department of Economic and Community Development
and the Mississippi State Port Authority at
Gulfport and Gulfside Casino, Inc., dated August
20, 1992 ...........................................
10(p) Amendment to Lease and Approval of Stock
Purchase by and between the Mississippi
Department of Economic and Community Development
and the Mississippi State Port Authority at
Gulfport and Gulfside Casino, Inc., dated
October 28, 1992 ...................................
10(q) Second Lease Amendment by and between the
Mississippi Department of Economic and Community
Development and the Mississippi State Port
Authority at Gulfport and Gulfside Casino, Inc.,
Lessee, and Gulfside Casino Partnership,
Substitute Lessee, dated May 12, 1993 ..............
10(r) Third Lease Amendment by and between the
Mississippi Department of Economic and Community
Development and the Mississippi State Port
Authority at Gulfport and Gulfside Casino
Partnership, dated June 21, 1994 ...................
13 1996 Annual Report to Shareholders .................
23 Independent Auditors' Consent to the
incorporation by reference into specified
registration statement on Form S-8 of their
reports contained in or incorporated by
reference into this report .........................
27 Financial Data Schedule ............................