CENTURY CASINOS, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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Notice is hereby given that the Annual Meeting of Stockholders of Century
Casinos, Inc. (the "Company"), a Delaware corporation, will be convened on
Tuesday, June 12, 2000, at the offices of the Millennium Casino in Prague, Czech
Republic at 6:00PM Central European Time, (10:00AM MDT), for the following
purposes:
1. To elect two Class I directors to the Board of Directors; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Stockholders of record at the close of business on April 30, 2001, will be
Ientitled to vote at the meeting. These materials were mailed to stockholders on
or about May 12, 2001.
STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
STOCKHOLDERS WHO CANNOT ATTEND SHOULD VOTE BY USING THE ENCLOSED PROXY.
PLEASE FILL IN, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO THAT YOUR SHARES MAY BE VOTED AT THE MEETING. IF YOU ATTEND THE
MEETING YOU CAN REVOKE YOUR PROXY AND VOTE IN PERSON. YOUR VOTE IS IMPORTANT.
By Order of the Board of Directors
/s/ Erwin Haitzmann
Erwin Haitzmann
Chairman of the Board
Cripple Creek, Colorado
May 12, 2001
CENTURY CASINOS, INC.
200 - 220 East Bennett Avenue
Cripple Creek, CO 80813
PROXY STATEMENT
Annual Meeting of Stockholders
To Be Held June 12, 2001
IN GENERAL
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Century Casinos, Inc. (the "Company"),
to be used at the Annual Meeting of Stockholders (the "Meeting) to be held on
June 12, 2001, at the offices of the Millennium Casino in Prague, Czech Republic
at 6:00PM Central European Time, (10:00AM MDT), for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. The enclosed material
was mailed on or about May 12, 2001, to stockholders of the Company.
All properly executed proxies received at or prior to the Meeting, will
be voted at the Meeting. If a stockholder directs how a proxy is to be voted
with respect to the business coming before the meeting, the proxy will be voted
in accordance with the stockholder's directions. If a stockholder does not
direct how a proxy is to be voted, it will be voted in favor of the election of
the nominees to the Board of Directors named in this proxy statement. A proxy
may be revoked at any time before it is exercised by giving written notice to
the Secretary of the Company at the above address or by a subsequently executed
proxy. Stockholders may vote their shares in person if they attend the Meeting,
even if they have executed and returned a proxy. If no instructions are
indicated on the proxy, the shares will be voted in favor of the proposals to be
considered at the Meeting.
The matters to be brought before the Meeting are the election of two
Class I directors of the Board of Directors, and the transaction of such other
business as may come before the Meeting.
Expenses in connection with the solicitation of proxies will be paid by
the Company. Proxies are being solicited by mail, and, in addition, directors,
officers and regular employees of the Company (who will not receive any
additional compensation) may solicit proxies personally, by telephone or by
special correspondence. The Company will reimburse brokerage firms and others
for their expenses in forwarding proxy materials to the beneficial owners of the
Company's common stock.
1
VOTING SECURITIES
Only stockholders of record at the close of business on April 19, 2001,
will be entitled to vote at the Meeting. On that date, there were issued and
outstanding 13,817,384 shares of the Company's $.01 par value common stock, the
only class of voting securities of the Company. Each share of common stock is
entitled to one vote per share. Cumulative voting in the election of directors
is not permitted.
A majority of the number of the outstanding shares of common stock,
represented either in person or by proxy, will constitute a quorum for the
transaction of business at the Meeting. Of the votes cast at the Meeting, a vote
of the holders of a majority of the common stock present, either in person or by
proxy, is required to elect each director nominee.
In accordance with Delaware law, a stockholder entitled to vote for the
election of directors can withhold authority to vote for certain nominees for
director. Abstentions are counted for purposes of determining a quorum to
conduct business, but are ignored in vote tabulation, thereby increasing the
number of votes necessary to approve any proposal. The inspectors of election
will treat any shares held by brokers or nominees for which they have no
discretionary power to vote on a particular matter and for which they have
received no instructions from the beneficial owners or persons entitled to vote
("broker non-votes") as shares that are present for purposes of determining the
presence of a quorum. However, for purposes of determining the outcome of any
matters as to which the broker has indicated on the Proxy that it does not have
discretionary authority to vote, those shares will be treated as not entitled to
vote with respect to that matter (even though those shares may be entitled to
vote on other matters). Broker non-votes will have no effect on determining the
outcome of the election of directors.
All shares of Common Stock will vote as a single class. Neither the
Company's Certificate of Incorporation nor its Bylaws provide for cumulative
voting rights.
The following table sets forth information as of April 19, 2001,
concerning record common stock ownership by beneficial owners of five percent or
more of the Company's common stock and the officers and directors of the
Company. All of the named persons below, other than Thomas Graf and Lloyd I.
Miller, III, are officers or directors of the Company.
2
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
=================== ===================================== ================= =============
Common Stock, Erwin Haitzmann 1,943,669 (a) 11.5
$.01 par value 200-220 E. Bennett Ave.
Cripple Creek, CO 80813
------------------- ------------------------------------- ----------------- -------------
Common Stock, Peter Hoetzinger 1,161,728 (b) 6.9
$.01 par value 200-220 E. Bennett Ave.
Cripple Creek, CO 80813
------------------- ------------------------------------- ----------------- -------------
Common Stock, James D. Forbes 989,264 (c) 5.9
$.01 par value 1 Nerina Street
Caledon 7230
South Africa
------------------- ------------------------------------- ----------------- -------------
Common Stock, Robert S. Eichberg 50,000 (d) (h)
$.01 par value 1801 California St. Ste. 4650
Denver, CO 80202
------------------- ------------------------------------- ----------------- -------------
Common Stock, Gottfried Schellmann 89,000 (e) (h)
$.01 par value Lerchengasse 2
2340 Moedling, Austria
------------------- ------------------------------------- ----------------- -------------
Common Stock, Dinah Corbaci 20,000 (f) (h)
$.01 par value Schlossgasse 1
A-1050 Wien
Austria Europe
------------------- ------------------------------------- ----------------- -------------
Common Stock, Larry Hannappel 42,500 (g) (h)
$.01 par value 200-220 E. Bennett Ave.
Cripple Creek, CO 80813
------------------- ------------------------------------- ----------------- -------------
Common Stock, All Officers and Directors as a Group 4,296,161 25.5%
$.01 par value (seven persons)
------------------- ------------------------------------- ----------------- -------------
3
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS OF BENEFICIAL OF
TITLE OF CLASS BENEFICIAL OWNER OWNERSHIP CLASS
=================== ===================================== ================= =============
Common Stock, Thomas Graf 2,582,200 15.3
$.01 par value Liechtensteinstrasse 54
A-2344 Maria Enzersdorf
Austria
------------------- ------------------------------------- ----------------- -------------
Common Stock, Lloyd I. Miller, III 2,406,880 14.3
$.01 par value 4550 Gordon Drive
Naples, FL 34102
------------------- ------------------------------------- ----------------- -------------
----------------
(a) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) an incentive stock option for 183,333 shares
exercisable at $0.75 per share; (iii) a non-statutory stock option for
820,000 shares exercisable at $1.50 per share; (iv) a non-statutory
stock option for 166,667 shares exercisable at $.75 per share; and (v)
550,000 shares indirectly owned, held by The Haitzmann Family
Foundation, which is managed by three independent trustees.
(b) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) an incentive stock option for 183,333 shares
exercisable at $0.75 per share; (iii) a non-statutory stock option for
413,000 shares exercisable at $1.50 per share; (iv) a non-statutory
stock option for 66,667 shares exercisable at $.75 per share; (v)
100,000 shares held by Mr. Hoetzinger's spouse; and (vi) 143,728 shares
indirectly owned, held by The Hoetzinger Family Foundation, which is
managed by three independent trustees.
(c) Includes: (i) an incentive stock option for 130,000 shares exercisable
at $1.50 per share; (ii) an incentive stock option for 160,000 shares
exercisable at $0.75 per share; and (iii) a non-statutory stock option
for 328,000 shares exercisable at $1.50 per share.
(d) Includes: (i) an option for 10,000 shares exercisable at $0.938 per
share; (ii) an option for 10,000 shares exercisable at $0.75 per
share; and (iii) an option for 20,000 shares exercisable at 1.00 per
share.
4
(e) Includes: (i) an option for 10,000 shares exercisable at $0.938 per
share; (ii) an option for 10,000 shares exercisable at $0.75 per
share; and (iii) an option for 20,000 shares exercisable at 1.00 per
share.
(f) Includes an option for 20,000 shares exercisable at $1.75 per share.
(g) Includes: (i) incentive stock options for 10,000 shares exercisable at
$0.75 per share; (ii) incentive stock options for 22,500 shares
exercisable at $1.50 per share, and incentive stock options for 5,000
shares exercisable at $2.25 per share.
(h) Less than 1%.
INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS
Information regarding the Board of Directors and executive officers of
the Company, as of May 1, 2001, is as follows:
Officer or
Name Age Positions Held Director Since
-------------------------------------------------------------------------------
Erwin Haitzmann 47 Chairman of the Board & March 1994
Chief Executive Officer
Peter Hoetzinger 38 Vice Chairman of the Board March 1994
& President
James D. Forbes 43 Assistant Treasurer & March 1994
Director
Robert S. Eichberg 55 Director January 1997
Gottfried Schellmann 47 Director January 1997
Dinah Corbaci 46 Director April 2000
Larry Hannappel 48 Chief Accounting Officer October 1999
& Secretary
Erwin Haitzmann holds a Doctorate degree in Social and Economic
Sciences from the University of Linz, Austria (1980), and has 25 years of casino
gaming experience ranging from dealer (commencing in 1975) through various
casino management positions. Mr. Haitzmann has been employed full-time by the
Company since May 1993.
5
Peter Hoetzinger received a Masters degree from the University of Linz,
Austria, in 1986. He thereafter was employed in several managerial positions in
the gaming industry with Austrian casino companies. Mr. Hoetzinger has been
employed full-time by the Company since May 1993.
James D. Forbes, from 1979 to 1993, was employed in several positions
in the gaming industry with British and Austrian casino companies. Mr. Forbes
has been employed full-time by the Company since February 1993.
Robert S. Eichberg graduated from Bradley University in 1968 with a B.S.
Degree in Accounting and is a Certified Public Accountant. He was employed by
the public accounting firm of Deloitte & Touche, LLP from 1974 to 1994, ending
his tenure there as Tax Partner. From 1994 to 1996 he served as Tax Partner for
the public accounting firm Price Bednar, before joining the public accounting
firm of Causey, Demgen & Moore, Inc. in September of 1996, where he has been
employed since, as shareholder and President.
Gottfried Schellmann graduated from University of Vienna with a law
degree and is a certified tax advisor in Austria. After having worked for
several firms, including KPMG Germany as tax and accounting manager, he formed
Schellmann & Partner in 1993, where he has been employed since, which
specializes in tax and accounting work for provinces and municipalities in
Austria.
He is a member of the International Bar Association. He is also one of
the main co-authors, together with certain officers of the Austrian Ministry of
Finance, of the Austrian corporate tax code.
Dinah Corbaci holds a Doctorate degree in Law from the University of
Salzburg, Austria (1981). She joined IBM Austria in 1984, where she served as
Account Manager for large government customers. Since 1995, she has shifted her
focus to e-business for large IBM mainframe customers and has been working in
the area of e-commerce since.
Larry Hannappel received a B.S. Degree in Accounting from National
College, Rapid City, South Dakota (1976) and is a Certified Public Accountant.
From 1976 to 1979, he was employed by the public accounting firm of Hamma &
Nelson. From 1979 to 1994, he served in various financial management capacities
in manufacturing and gaming. Mr. Hannappel has been employed full-time by the
Company since May, 1994. He became Chief Accounting Officer in October 1999, and
was appointed as Secretary of the Company in March, 2000.
There are no family relationships between or among the Company's
executive officers and directors.
6
Certain Information Regarding the Board of Directors
During 2000, on several occasions during the year, the members of the
Board of Directors executed unanimous written consents in lieu of meetings, in
accordance with Delaware law. The Audit Committee of the Board of Directors
(consisting of Messrs. Eichberg and Schellmann, and Dr. Corbaci), which assesses
the Company's system of internal controls and assists in considering the
recommendations and performance of the Company's independent accountants, have
held one meeting since the date of the last annual meeting June 15, 2000. The
Board of Directors does not have a separate Nominating Committee.
Executive Compensation
The table below sets forth executive compensation during 1998, 1999 and
2000 to the Chairman of the Board and Chief Executive Officer of the Company,
Erwin Haitzmann, and to all other executive officers who received greater than
$100,000 in compensation in 1998, 1999 or 2000.
SUMMARY COMPENSATION TABLE
AWARDS PAYOUTS
------ -------
SECURITIES
NAME & OTHER ANNUAL RESTRICTED UNDER-LYING LTIP ALL OTHER
COMPEN- STOCK OPTIONS / PAY- COMPENSA-
SALARY BONUS SATION (a) AWARDS SARS OUTS TION (b)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) (#) ($)
========================= ====== ========== ============ ========== ============ =========== =========== ===========
Erwin 2000 150,000 352,000 9,738 - - - -
Haitzmann,
Chairman of the Board 1999 157,519 295,000 59,228 - - - -
and Chief Executive
Officer 1998 150,000 200,000 59,700 - - - -
------------------------- ------ -------------- ------------- ----------- ----------------- ----------- ------------ -----------
Peter Hoetzinger, 2000 150,000 351,500 8,411 - - - -
Vice Chairman of the
Board and President 1999 157,519 295,000 57,812 - - - -
1998 150,000 200,000 15,402 - - - -
------------------------- ------ -------------- ------------- ----------- ----------------- ----------- ------------ -----------
7
AWARDS PAYOUTS
------ -------
SECURITIES
NAME & OTHER ANNUAL RESTRICTED UNDER-LYING LTIP ALL OTHER
COMPEN- STOCK OPTIONS / PAY- COMPENSA-
SALARY BONUS SATION (a) AWARDS SARS OUTS TION (b)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) (#) ($)
========================= ====== ========== ============ ========== ============ =========== =========== ===========
James D. Forbes, 2000 150,000 182,240 39,445 - - - 2,250
Assistant Treasurer and
Director 1999 167,479 118,000 56,342 - - - 2,250
1998 150,000 30,000 41,487 - - - 1,724
------------------------- ------ -------------- ------------- ----------- ----------------- ----------- ------------ -----------
Larry Hannappel, Chief 2000 80,542 30,000 - - - - 1,291
Accounting Officer and
Secretary 1999 65,545 20,000 - - - - 1,066
1998 60,500 20,000 - - - - 1,113
------------------------- ------ -------------- ------------- ----------- ----------------- ----------- ------------ -----------
------------
(a) Amounts for 2000 and 1999, respectively, include reimbursement for estimated income taxes, associated with
perquisites, of $3,580 and $28,725 for Mr. Haitzmann; $2,456 and $28,039 for Mr. Hoetzinger; $7,317 and $12,959 for
Mr. Forbes.
(b) Consists solely of Company's matching contributions to the 401(k) Savings and Retirement Plan.
STOCK OPTION GRANTS IN LAST FISCAL YEAR
There were no grants of stock options during 2000 to purchase shares of common
stock of the Company to any of the Company's executive officers.
AGGREGATED OPTIONS EXERCISED IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
The following table sets forth the aggregate options held by certain
executive officers of the Company. No options were exercised by the specified
officers in 2000.
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES OPTIONS AT DECEMBER 31, 2000 IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE EXERCISABLE/ UNEXERCISABLE DECEMBER 31, 2000 EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE
=================== =============== ============== ================================= =================================
Erwin Haitzmann,
Chairman of the - - 1,300,000 / -0- 509,500 / -0- (a)
Board and Chief
Executive Officer
------------------- --------------- -------------- --------------------------------- ---------------------------------
8
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
SHARES OPTIONS AT DECEMBER 31, 2000 IN-THE-MONEY OPTIONS AT
ACQUIRED ON VALUE EXERCISABLE/ UNEXERCISABLE DECEMBER 31, 2000 EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE
=================== =============== ============== ================================= =================================
Peter Hoetzinger,
Vice Chairman of - - 793,000 / -0- 338,170 / -0- (a)
the Board and
President
------------------- --------------- -------------- --------------------------------- ---------------------------------
James D. Forbes,
Assistant - - 618,000 / -0- 237,420 / -0- (a)
Treasurer and
Director
------------------- --------------- -------------- --------------------------------- ---------------------------------
Larry Hannappel,
Chief Accounting - - 37,500 / -0- 13,675 / -0- (a)
Officer and
Secretary
------------------- --------------- -------------- --------------------------------- ---------------------------------
-----------------
(a) Based on the closing bid price ($1.69) of the Company's Common Stock on the
NASDAQ Stock Market on December 31, 2000.
Directors who are full-time employees receive no compensation for their
services as directors. With the exception of Messrs. Eichberg and Schellmann and
Mrs. Corbaci, all of the Company's directors are full-time employees.
Messrs. Eichberg and Schellmann and Mrs. Corbaci, the outside directors of
the Company, are being compensated for their services as follows:
(a) Stock options - In 1998, upon joining the Board of Directors, both
Eichberg and Schellmann received options to purchase 10,000 shares of the
Company's common stock. The options have a five-year term and are exercisable at
$0.938 per share. In 1999, both Eichberg and Schellmann received options to
purchase an additional 10,000 shares of the Company's stock, which have a
five-year term and are exercisable at $.75 per share. In February, 2000, both
Eichberg and Schellmann received options to purchase an additional 20,000 shares
of the Company's stock; these options have a five-year term and are exercisable
beginning
9
February, 2001, at $1.00 per share. In April, 2000, Mrs. Corbaci received
options to purchase 20,000 shares of the Company's stock, which have a five-year
term and are exercisable at $1.75 beginning April 5, 2000.
(b) Compensation, Reimbursement - The outside directors receive $1,000
per Board or committee meeting attended and the Company will pay for reasonable
expenses incurred in conjunction with those meetings. In addition, the outside
directors receive $1,000 per gaming application filed with gaming regulators to
compensate them for their time spent.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who beneficially own
more than 10% of its outstanding common stock, to file with the Securities and
Exchange Commission (the "SEC") initial reports of ownership and reports of
changes in ownership of common stock and other equity securities of the Company.
Officers and greater than 10% stockholders are required by SEC regulation to
furnish the Company with copies of all Section 16(a) reports they file.
To the Company's knowledge (based solely on review of the copies of
such reports furnished to the Company and representations that no other reports
were required, during the fiscal year ended December 31, 2000), all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% stockholders were complied with in a timely manner.
STOCK PRICE PERFORMANCE
This information is incorporated by reference from Part II, Item 5, in
the Company's Annual Report on Form 10KSB for the year ended December 31, 2000.
TRANSACTIONS WITH MANAGEMENT
On February 23, 1998, each of Messrs. Haitzmann, Hoetzinger and Forbes,
directors and officers of the Company, purchased a 2% equity interest in Century
Casinos Africa (Pty.) Limited ("CCA"), a subsidiary of the Registrant, at a cost
of approximately $500 each. The shares were received pursuant to CCA's 1998
Share Incentive Plan, which was approved by CCA and the Company's Board of
Directors in early 1998. The amount paid was substantially in excess of CCA's
book value per share at that time.
At April 30, 2001, the Company had an unsecured note payable that
matures on April 1, 2004, in the principal amount of $380,000 to Thomas Graf, a
founding stockholder of the Company.
10
On March 1, 2001, the Company entered into separate management
agreements with Focus Casino Consulting AG, a Swiss corporation, to secure the
services of Mr. Hoetzinger, and with Flyfish Casino Consulting AG, a Swiss
corporation, to secure the services of Mr. Haitzmann, to provide executive
casino management services to the Company through December 31, 2005, and for
five (5) year renewable periods thereafter, unless sooner terminated by them or
by the Company. Each of these management agreements provide for an annual base
management fee of $100,000, plus such annual increases and bonuses, and such
other incentives, benefits and compensation as may be awarded to them,
respectively, by the Compensation Committee of the Board of Directors of the
Company. Each of the management fees will be reviewed annually by the
Compensation Committee. The management agreements further provide for
termination payments to be made for a period of six (6) months if the management
agreement is terminated by the Company without cause, or for a payment of three
times the management company's annual fee and average bonus if the termination
occurs (a) after a "Change of Control" of the Company, or (b) by the management
company, for cause.
Both Mr. Haitzmann and Mr. Hoetzinger are Austrian citizens, and have
established Austrian trusts (The Haitzmann Family Foundation and The Hoetzinger
Family Foundation, respectively) to hold, on behalf of their respective
families, a certain portion of their interests in the Company. (See page 4,
footnotes a(v) and b(vi) to the stock ownership table.)
There have been no transactions with management, except as otherwise
disclosed herein, since the date of the Company's last annual meeting on June
15, 2000, and the transactions disclosed in the Proxy Statement for that
meeting.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board is divided into three classes of directors as nearly equal in
number as possible. Presently, the Board consists of six directors comprising
the following: (i) two Class I directors, Mr. Eichberg and Dr. Dinah Corbaci,
who are standing for reelection at this meeting; (ii) two Class II directors,
Messrs. Hoetzinger and Forbes, whose terms will expire at the 2002 Annual
Meeting; and (iii) two Class III directors, Messrs. Haitzmann and Schellmann,
whose terms will expire at the 2003 Annual Meeting. Each director who is elected
at an Annual Meeting will be elected for a three-year term expiring at the third
Annual Meeting of Stockholders after such director's election. Accordingly,
under most circumstances, directors of one
11
Class only are elected at each year's Annual Meeting of Stockholders. If
elected, all nominees are expected to serve until the expiration of their
respective terms and until their successors are duly elected and qualified.
At the 2001 Annual Meeting, two Class I directors will be elected. The
proxies named on the enclosed proxy intend to vote for the election of the
nominees for Class I directors, Robert Eichberg and Dinah Corbaci. Proxies
cannot be voted for a greater number of directors than the number nominated.
Robert Eichberg, a nominee for a Class I director, is presently a
member of the Board of Directors, having served continuously as a director since
January 1997. He has indicated a willingness to serve; however, in the event he
should become unable to serve as a director, the proxy will be voted in
accordance with the best judgment of the persons acting under the proxy.
Dinah Corbaci, a nominee for a Class I director, is presently a member
of the Board of Directors, having served continuously as a director since April
2000. She has indicated a willingness to serve; however, in the event she should
become unable to serve as a director, the proxy will be voted in accordance with
the best judgment of the persons acting under the proxy.
The information concerning Mr. Eichberg and Dr. Corbaci, the nominees
for the Class I directors, is set forth above under "Information Concerning
Directors and Executive Officers."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.
---
INDEPENDENT ACCOUNTANTS
Grant Thornton LLP ("Grant Thornton") was the Company's independent
public accounting firm for the fiscal year ending December 31, 2000. The Audit
Committee has recommended, and the Board of Directors has selected Grant
Thornton to again be the Company's independent accountants for the fiscal year
ending December 31, 2001. A representative of Grant Thornton is expected to be
present at the Annual Meeting via telephone and/or web cast, to make a statement
and/or to respond to appropriate questions.
12
REPORT OF THE AUDIT COMMITTEE
NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE
COMPANY'S FILINGS UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE
ACT OF 1934, THE FOLLOWING REPORT OF THE AUDIT COMMITTEE SHALL NOT BE
INCOPORATED BY REFER-ENCE INTO ANY SUCH FILINGS AND SHALL NOT OTHERWISE BE
DEEMED FILED UNDER SUCH ACTS.
In accordance with its written charter adopted by the Board of
Directors (set forth in Appendix A), the Audit Committee assists the Board of
Directors with fulfilling its oversight responsibility regarding the quality and
integrity of the accounting, auditing and financial reporting practices of the
Company.
The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the year ended December 31, 2000, with the
Company's management. The Committee discussed with Grant Thornton LLP, the
Company's independent auditors, the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with Audit Committees), as
amended by Statement on Auditing Standards No. 90 (Audit Committee
Communications).
The Committee has received the written disclosures and the letter from
Grant Thornton LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and has discussed with Grant
Thornton, LLP, its independence.
Based upon the review and discussions noted above, the Audit Committee
recommended to the Board of Directors that the Company's audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000, for filing with the Securities and Exchange Commission.
The Board of Directors and the Audit Committee believe that the Audit
Committee's current member composition (three independent directors) satisfies
the rule of the National Association of Securities Dealers, Inc. ("NASD") that
governs audit committee composition, Rule 4310(c)(26)(B)(i), including the
requirement that audit committee members all be "independent directors" as that
terms is defined by NASD Rule 4200(a)(15).
Audit Committee:
Robert S. Eichberg, Chairman
Gottfried Schellmann
Dinah Corbaci
13
The following table sets forth the aggregate fees billed to the Company
for the year ended December 31, 2000, by Grant Thornton:
Audit fees............................... $ 64,413
Financial information systems design
and implementation fees............. 0
All other fees........................... 42,857
----------
$ 107,270
The amounts shown above include out-of-pocket expenses incurred by Grant
Thornton in connection with the provision of such services in the amount of
$2,210. Audit fees also include fees relating to quarterly reviews of unaudited
financial statements. Audit fees of $18,052 had been billed through December 31,
2000 and the remaining $46,361 was billed sub-sequent to December 31, 2000. The
amount shown for all other fees also includes fees relating to tax returns and
benefit plan audits. The audit committee of the board of directors concluded
Grant Thornton's provision of the services generating all other fees is
compatible with maintaining Grant Thornton's independence.
PROXY CENTURY CASINOS, Inc. PROXY
This Proxy is Solicited by the Board of Directors
The undersigned stockholder of Century Casinos, Inc. acknowledges receipt of the
Notice of Annual Meeting of Stockholders, to be held on Tuesday, June 12, 2001,
at the offices of the Millennium Casino in Prague, Czech Republic at 6:00PM
Central European Time, (10:00AM MDT), and hereby appoints Erwin Haitzmann or
Peter Hoetzinger, or either of them, each with the power of substitution, as
attorneys and proxies to vote all the shares of the undersigned at said Annual
Meeting and at all adjournments thereof, hereby ratifying and confirming all
that said attorneys and proxies may do or cause to be done by virtue hereof. The
above-named attorneys and proxies are instructed to vote all of the
undersigned's shares as follows:
(1) To elect two Class I directors to the Board of Directors:
ROBERT EICHBERG [ ]FOR [ ] AGAINST [ ]ABSTAIN
DINAH CORBACI [ ]FOR [ ] AGAINST [ ]ABSTAIN
(2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(Continued and to be signed on reverse side)
(Continued from other side)
This proxy, when properly executed, will be voted as directed herein by the
undersigned stockholder. If no direction is made, this proxy will be voted for
the nominees in Proposal 1.
Dated this _________day of__________________, 2001
Signature ___________________________________________
Signature ___________________________________________
Please sign your name exactly as it appears on your
stock certificate. If shares are held jointly, each
holder should sign. Executors, trustees, and other
fiduciaries should so indicate when signing.
Please sign, date and return this proxy Immediately.
Note: Securities dealers please state the number of
Shares voted by this proxy ____________________.