SEC Info - Century Casinos Inc/CO - DEF 14C

SEC Info

Home

My Interests

Help

Please Sign In

Century Casinos Inc/CO · DEF 14C · For 6/5/98

Filed On 4/30/98 · SEC File 0-22900 · Accession Number 1005444-98-50

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 4/30/98  Century Casinos Inc/CO            DEF 14C     6/05/98    1:13                                     1005444

Definitive Proxy Information Statement · Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Proxy Statement                            13     57K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Information Concerning Directors and Executive Officers
1	1st Page
5	Information Concerning Directors and Executive Officers

DEF 14C 1st Page of 13 TOC Top Previous Next Bottom Just 1st

 CENTURY CASINOS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

     Notice is hereby given that the Annual Meeting of  Stockholders  of Century
Casinos, Inc. (the "Company"), a Delaware corporation, will be convened at 10:00
a.m., Mountain Daylight Time, on Friday,  June 5, 1998, at 1625 Broadway,  Suite
1600, Denver, Colorado, for the following purposes:                             

     1.   To elect two Class I directors and one Class III director to the Board
of Directors;                                               

     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 29, 1998 will be
entitled  to vote at the  meeting.  These  materials  will be  first  mailed  to
stockholders on or about May 5, 1998.                                           

--------------------------

STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.  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/ Norbert Teufelberger
                                        ----------------------------------------
                               Norbert Teufelberger, Secretary
Cripple Creek, Colorado                                                         
April 29, 1998                                                                  

DEF 14C 2nd Page of 13 TOC 1st Previous Next Bottom Just 2nd

 CENTURY CASINOS, INC.
 200 - 220 East Bennett Avenue
 Cripple Creek, CO 80813

 PROXY STATEMENT

Annual Meeting of Stockholders
 To Be Held June 5, 1998

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
Friday, June 5, 1998, at 1625 Broadway,  Suite 1600, Denver,  Colorado, at 10:00
a.m.,  Mountain  Daylight Time,  for the purposes set forth in the  accompanying
Notice of Annual Meeting of Stockholders.  The enclosed  material will be mailed
on or about May 5, 1998 to stockholders of the Company.                         

     The shares  covered by the  enclosed  proxy,  if  received  by the Board of
Directors  prior to the  Meeting,  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 its 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  and one Class III  director 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.                                                         

 VOTING SECURITIES

     Only stockholders of record at the close of business on April 29, 1998 will
be  entitled  to vote at the  Meeting.  On that  date,  there  were  issued  and
outstanding  15,381,385 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 the majority of the common stock present,  either in person or
by proxy, is required to elect each director nominee.                           

     The following table sets forth information as of April 28, 1998, 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 are officers or  directors of the
Company:                                                                        

1 

DEF 14C 3rd Page of 13 TOC 1st Previous Next Bottom Just 3rd

Name and                      Amount and    
                  Address of                    Nature of             Percent of
Title of Class    Beneficial Owner              Beneficial Ownership     Class  

Common Stock,     Erwin Haitzmann               1,552,338 (a)             9.5%  
$.01 par value    999 18th Street, Suite 1810                                   
Denver, CO 80202                            

Common Stock,     Peter Hoetzinger                910,456 (b)             5.7%  
$.01 par value    999 18th Street, Suite 1810                                   
Denver, CO 80202                            

Common Stock,     James D. Forbes                 867,328 (c)             5.5%  
$.01 par value    999 18th Street, Suite 1810                                   
Denver, CO 80202                            

Common Stock,     Norbert Teufelberger            503,832 (d)             3.2%  
$.01 par value    999 18th Street, Suite 1810                                   
Denver, CO 80202                            

Common Stock,     Robert S. Eichberg               13,333 (e)             (f)   
$.01 par value    1801 California Street,                                       
Suite 4650                                  
Denver, CO 80202                            

Common Stock,     Gottfried Schellmann             52,333 (g)             (f)   
$.01 par value    Lerchengasse 2                                                
2340 Moedling, Austria                      

Common Stock,     Brad Dobski                      81,667 (h)             (f)   
$.01 par value    999 18th Street, Suite 1810                                   
Denver, CO 80202                            

Common Stock,     All Officers and Directors    3,980,788                22.3%  
$.01 par value    as a Group (seven persons)                                    

Common Stock,     Thomas Graf                   2,561,000 (i)            16.6%  
$.01 par value    Liechtensteinstrasse 54                                       
A-2344 Maria Enzersdorf                     
Austria                                     
------------                                                                    
(a)   Includes:  (i) an incentive stock option for 130,000 shares exercisable at
      $1.50  per  share;  (ii) an  incentive  stock  option  for  25,000  shares
      exercisable  at $0.75 per share;  (iii) a  nonstatutory  stock  option for
      820,000  shares  exercisable  at $1.50 per share;  and (iv) a warrant  for
13,669 shares exercisable at $2.25 per share.                       

(b)   Includes:  (i) an incentive stock option for 130,000 shares exercisable at
      $1.50  per  share;  (ii) an  incentive  stock  option  for  25,000  shares
      exercisable  at $0.75 per share  (iii) a  nonstatutory  stock  option  for
      413,000 shares  exercisable  at $1.50 per share;  (iv) a warrant for 8,728
      shares  exercisable at $2.25 per share; and (v) 100,000 shares held by Mr.
Hoetzinger's spouse.                                                

(c)   Includes:  (i) an incentive stock option for 130,000 shares exercisable at
      $1.50  per  share;  (ii) an  incentive  stock  option  for  25,000  shares

2 

DEF 14C 4th Page of 13 TOC 1st Previous Next Bottom Just 4th

      exercisable  at $0.75 per share  (iii) a  nonstatutory  stock  option  for
      328,000  shares  exercisable  at $1.50 per share;  and (iv) a warrant  for
13,064 shares exercisable at $2.25 per share.                       

(d)   Includes:  (i) an incentive stock option for 130,000 shares exercisable at
      $1.50  per  share;  (ii) an  incentive  stock  option  for  25,000  shares
      exercisable  at $0.75 per share  (iii) a  nonstatutory  stock  option  for
      143,000  shares  exercisable  at $1.50 per share;  and (iv) a warrant  for
5,416 shares exercisable at $2.25 per share.                        

(e)   Includes an incentive stock option for 3,333 shares  exercisable at $0.938
per share.                                                          

(f)   Less than 1%.                                                             

(g)   Includes an incentive stock option for 3,333 shares  exercisable at $0.938
per share.                                                          

(h)   Includes:  incentive  stock options for 4,500 shares  exercisable at $2.25
      per share;  51,667 shares exercisable at $1.50 per share; and 5,000 shares
exercisable at $0.75 per share.                                     

(i)   Includes a warrant for 50,000 shares exercisable at $2.25 per share.      

3 

DEF 14C 5th Page of 13 TOC 1st Previous Next Bottom Just 5th


 INFORMATION CONCERNING DIRECTORS AND EXECUTIVE OFFICERS

     Information  regarding the Board of Directors and executive officers of the
Company, as of April 29, 1998, is as follows:                                   
                                                                  Officer or
     Name                 Age    Positions Held                   Director Since

     Erwin Haitzmann       44    Chairman of the Board                March 1994

     Peter Hoetzinger      35    Vice Chairman of the Board           March 1994
         and Assistant Secretary

     James D. Forbes       40    Chief Executive Officer, President,  March 1994
                  Assistant Treasurer and Director

     Norbert Teufelberger  33    Chief Financial Officer, Secretary   March 1994
and Director  

     Robert S. Eichberg    52    Director                           January 1997

     Gottfried Schellmann  44    Director                           January 1997

     Brad Dobski           45    Vice President-Finance and         January 1995
          Chief Accounting Officer

     There is no family  relationship  between or among any of the  above-listed
officers and directors.                                                         

     Erwin  Haitzmann holds a Doctorate  degree in Social and Economic  Sciences
from the University of Linz,  Austria  (1980),  and has extensive  casino gaming
experience  ranging from dealer  (commencing  in 1975)  through  various  casino
management positions. Mr. Haitzmann served as Chief Executive Officer of Casinos
Austria  International  from 1981 to 1992.  During his  employment  he served as
chairman or member of the board of directors of more than 25 casino subsidiaries
of Casinos Austria International worldwide. From October 1992 through April 1993
he was  employed by Novo Invest  Casino  Development  as Head of the  Management
Board. Mr. Haitzmann has been employed full-time by the Company since May 1993. 

     Peter Hoetzinger  received an MBA from the University of Linz,  Austria, in
1986.  He  thereafter  joined  Casinos  Austria  International,   where  he  was
responsible for business  development and acquisitions  through October 1992; he
served as deputy to the Chief  Executive  Officer  and as  director of 10 casino
subsidiaries of Casinos Austria International.  From November 1992 through April
1993,  he worked for Novo Invest Casino  Development.  Mr.  Hoetzinger  has been
employed full-time by the Company since May 1993.                               

     James D. Forbes,  from 1979 to 1987,  was employed in several  positions in
the gaming  industry with British casino  companies.  From 1987 through  January
1993, he was employed in the gaming industry by Casinos Austria International in
various positions, including casino manager, general manager, operations manager
and regional managing  director.  Mr. Forbes has been employed  full-time by the
Company since February 1993.                                                    

     Norbert  Teufelberger  received an MBA from Vienna  University  in 1989. He
thereafter  joined Casinos  Austria  International  in 1989, as Assistant to the
Chief Executive Officer, later becoming Head of International Finance & Control.
There, his responsibilities  included  establishing  financial operating systems
for the parent and all subsidiary  companies.  Additionally,  he was responsible
for  negotiating  and  establishing  financing  requirements  of Casinos Austria
International.  From November 1992 through April 1993, he worked for Novo Invest
Casino Development.  Mr. Teufelberger has been employed full-time by the Company
since May 1993.                                                                 

4 

DEF 14C 6th Page of 13 TOC 1st Previous Next Bottom Just 6th

     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  Causey,  Demgen & Moore,  Inc. in  September  of 1996 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,  which  specializes in tax and accounting work for
provinces and municipalities in Austria. He is a member of the International Bar
Association  and currently acts as its session  chairman.  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.                                    

     Brad Dobski  holds a B.S.  Degree in  Mathematics  from the  University  of
Illinois  (1974),  a  Master's  Degree in  Accountancy  from the  University  of
Illinois (1978) and is a Certified Public  Accountant.  From 1978 to 1986 he was
employed by the public accounting firm of Price Waterhouse, and ended his tenure
as Audit Manager.  From 1986 to 1994 he served in various  financial  management
capacities in the U.S. and abroad with the Kiewit  Companies,  a  privately-held
multinational  conglomerate  engaged  in  construction,  telecommunications  and
energy.   He  held  the  position  of  Financial   Director  of   McCourt/Kiewit
International  prior to  leaving  Kiewit  in April  1994.  Mr.  Dobski  has been
employed  full-time  by  the  Company  since  November  1994.  He  became  Chief
Accounting  Officer in January 1995 and became Vice  President-Finance  in March
1997.                                                                           

Executive Compensation                                                
----------------------                                                

     The table below sets forth  executive  compensation  during 1995,  1996 and
1997 to the  President  and Chief  Executive  Officer of the  Company,  James D.
Forbes,  and to all other executive  officers who received greater than $100,000
in compensation  in 1996 and 1997. No executive  officer  received  compensation
greater than $100,000 during 1995.                                              

5 

DEF 14C 7th Page of 13 TOC 1st Previous Next Bottom Just 7th

SUMMARY COMPENSATION TABLE

                                                        · Enlarge/Download Table


---------------------------------------------------------------------------------------------------
                                                               Awards         Payouts              
---------------------------------------------------------------------------------------------------
                                                                       Securities                  
                                                 Other                   Under-                    
                                                 Annual     Restricted   lying            All Other
                                                 Compen-       Stock    Options/   LTIP     Compen-
                                Salary   Bonus   sation       Award(s)    SARs    Payouts   sation 
                        Year     ($)      ($)      ($)          ($)       (#)      ($)      ($)    
---------------------------------------------------------------------------------------------------
                                                                                                   
Erwin Haitzmann,        1997   130,671   54,632   1,715                                      --    
Chairman of the Board   1996   125,000   22,108    --            --        --       --             
---------------------------------------------------------------------------------------------------
Peter Hoetzinger,       1997   130,671   54,329     926          --        --       --       --    
Vice Chairman of the    1996   125,000   21,809    --                                              
Board and Assistant                                                                                
Secretary                                                                                          
---------------------------------------------------------------------------------------------------
James D. Forbes,        1997   132,580   47,175   6,377                                            
Chief Executive Officer,1996   125,000   13,189    --            --        --       --       --    
President, Assistant    1995    99,500     --      --            --        --       --       --    
Treasurer and Director                                                                             
---------------------------------------------------------------------------------------------------
Norbert Teufelberger,   1997   130,671   38,317   3,934                                      --    
Chief Financial Officer,1996   125,000    5,765    --            --        --       --             
Secretary and Director                                                                             
---------------------------------------------------------------------------------------------------

6 

DEF 14C 8th Page of 13 TOC 1st Previous Next Bottom Just 8th

OPTION GRANTS IN LAST FISCAL YEAR                                               

     The  following  table sets forth the  grants of stock  options to  purchase
shares of common stock of the Company to certain executive officers in 1997:    

                                                        · Enlarge/Download Table

---------------------------------------------------------------------------------------------------
                       Number of      % of Total                                                   
                       Securities     Options                                                      
                       Underlying     Granted to                                                   
                       Options        Employees                                                    
   Name                Granted (#)    in 1997       Exercise Price   Expiration Date               
---------------------------------------------------------------------------------------------------
                                                                                                   
Erwin Haitzmann,                                                                                   
Chairman of the           50,000        18.8%           $ 0.75             2007                    
Board                                                                                              
---------------------------------------------------------------------------------------------------
Peter Hoetzinger,         50,000        18.8%           $ 0.75             2007                    
Vice Chairman of the                                                                               
Board and Assistant                                                                                
Secretary                                                                                          
---------------------------------------------------------------------------------------------------
James D. Forbes           50,000        18.8%           $ 0.75             2007                    
Chief Executive Officer,                                                                           
President, Assistant                                                                               
Treasurer and Director                                                                             
---------------------------------------------------------------------------------------------------
Norbert Teufelberger,     50,000        18.8%           $ 0.75             2007                    
Chief Financial Officer,                                                                           
Secretary and Director                                                                             
---------------------------------------------------------------------------------------------------
Brad Dobski,              20,000         7.5%      10,000 @ $0.75          2007                    
Vice President-Finance                             10,000 @ $1.00                                  
and Chief Accounting                                                                               
Officer                                                                                            
---------------------------------------------------------------------------------------------------

7 

DEF 14C 9th Page of 13 TOC 1st Previous Next Bottom Just 9th

AGGREGATED  OPTION  EXERCISES  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 1997.                                                               

                                                        · Enlarge/Download Table

---------------------------------------------------------------------------------------------------
                                                 Number of Securities      Value of unexercised    
                                      Value       Underlying options      in-the-money options at  
         Name        Exercise(#)     realized  Exercisable/Unexercisable     December 31, 1997     
                                                                          Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------
                                                                                                   
Erwin Haitzmann,         -               -         1,000,000/25,000           $6,250/$6,250 (a)    
Chairman of the                                                                                    
Board                                                                                              
---------------------------------------------------------------------------------------------------
Peter Hoetzinger,        -               -          593,000/25,000            $6,250/$6,250 (a)    
Vice Chairman of the                                                                               
Board and Assistant                                                                                
Secretary                                                                                          
---------------------------------------------------------------------------------------------------
James D. Forbes,         -               -          508,000/25,000            $6,250/$6,250 (a)    
Chief Executive Officer,                                                                           
President,Assistant                                                                                
Treasurer and Director                                                                             
---------------------------------------------------------------------------------------------------
Norbert Teufelberger,    -               -          323,000/25,000            $6,250/$6,250 (a)    
Chief Financial Officer,                                                                           
Secretary and Director                                                                             
---------------------------------------------------------------------------------------------------
Brad Dobski,             -               -           69,500/8,333             $1,250/$1,250 (a)    
Vice President-Finance                                                                             
and Chief Accounting                                                                               
Officer                                                                                            
---------------------------------------------------------------------------------------------------

(a)  Based on the average of the low  ($0.938)  and high  ($1.063) bid prices of
     the Company's Common Stock on the Nasdaq Stock Market as quoted on December
31, 1997.                                                             

     Directors who are full-time  employees  receive no  compensation  for their
services as directors;  with the exception of Messrs.  Eichberg and  Schellmann,
all of the Company's directors are full-time employees.                         

     Messrs. Eichberg and Schellmann,  the outside directors of the Company, are
being  compensated for their services as follows.  As of the date of joining the
board of  directors,  both outside  directors  received  10,000  warrants with a
five-year term  exercisable at $0.938 per share.  They receive $500 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 $500 per gaming  application  filed with gaming regulators to compensate
them for their time spent.                                                      

8 

DEF 14C 10th Page of 13 TOC 1st Previous Next Bottom Just 10th

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, 1997,  all Section  16(a)
filing requirements  applicable to its officers,  directors and greater than 10%
stockholders were complied with in a timely manner.                             

PROPOSAL I

 ELECTION OF DIRECTORS

     In the 1994 annual meeting, the stockholders  approved a proposal to divide
the Board into three classes as nearly equal in number as possible.  Two Class I
directors were elected for an initial  one-year term expiring at the 1995 Annual
Meeting of  Stockholders.  One of the Class I directors has since resigned,  and
the size of the  Board  was  reduced  from  five to four  members.  Two Class II
directors,  Messrs. Forbes and Hoetzinger,  were elected for an initial two-year
term  expiring  at the 1996  Annual  Meeting  of  Stockholders.  One  Class  III
director, Mr. Haitzmann,  was elected for an initial three-year term expiring at
the 1997 Annual Meeting of Stockholders. Beginning with the 1995 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
Class only are elected at each year's Annual Meeting of Stockholders. On January
1, 1998, the Board of Directors was expanded to add two  independent  directors,
Robert   Eichberg  and  Gottfried   Schellmann.   Because  the   Certificate  of
Incorporation  of the Company provides that the three classes of directors shall
be as equal in numbers as  possible,  Mr.  Eichberg  was  appointed as a Class I
director  and Mr.  Schellmann  was  appointed  as a Class III  director.  At the
present time,  all three  classes of directors are equal in number.  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 Meeting,  two Class I and one Class III  directors  will be elected.
The proxies  named on the enclosed  proxy intend to vote for the election of the
nominees for Class I directors, Norbert Teufelberger and Robert S. Eichberg, and
for the nominee for Class III director, Gottfried Schellmann.  Proxies cannot be
voted for a greater number of directors than the number nominated.              

     Norbert  Teufelberger,  a nominee  for a Class I director,  is  presently a
member of the Board of Directors,  having been appointed in connection  with the
March  31,  1994  business  combination.  Mr.  Teufelberger  also  serves on the
Company's Audit Committee.  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.                                                                          

     Robert S. Eichberg, a nominee for a Class I director,  was appointed to the
Board on January 1, 1998, as an independent director and serves on the Company's
Audit Committee.  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.        

9 

DEF 14C 11th Page of 13 TOC 1st Previous Next Bottom Just 11th

      Gottfried Schellmann, a nominee for a Class III director, was appointed to
the Board on January  1,  1998,  as an  independent  director  and serves on the
Company's Audit Committee.  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.                                                                          

     The  information   concerning  Mr.  Teufelberger,   Mr.  Eichberg  and  Mr.
Schellmann,  the nominees for the Class I and Class III directors,  is set forth
above under "Information Concerning Directors and Executive Officers."          

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES.

Certain Information Regarding the Board of Directors                            

     During  1997,  there  were no formal  meetings  of the Board of  Directors.
However,  all directors  were also  full-time  employees of the Company,  and on
several  occasions  during  the year,  the  members  of the  Board of  Directors
executed unanimous written consents in lieu of meetings. On January 1, 1998, the
Board  of  Directors   established  an  Audit   Committee   comprising   Messrs.
Teufelberger,   Eichberg  and  Schellmann.  The  Audit  Committee  assesses  the
Company's   system  of  internal   controls  and  assists  in  considering   the
recommendations and performance of the Company's  independent  accountants.  The
Board of Directors does not have separate Compensation or Nominating Committees.

INDEPENDENT PUBLIC ACCOUNTANTS

     Deloitte & Touche LLP is the Company's  independent public accounting firm.
Deloitte & Touche LLP is expected to be the  Company's  independent  auditor for
1998. A representative of Deloitte & Touche LLP is expected to be present at the
Meeting to be available to respond to questions.                                

 STOCKHOLDER PROPOSALS

     Any  appropriate  proposal  submitted by a  stockholder  of the Company and
intended to be  presented  at the 1999 annual  meeting of  stockholders  must be
received by the Company by  November  1, 1998,  to be included in the  Company's
proxy statement and related proxy for such annual meeting. Such proposals should
be directed to the Secretary of the Company.                                    

 OTHER MATTERS

     The Company knows of no other matters to be brought before the Meeting, but
if other  matters  come before the Meeting,  it is the  intention of the persons
named  in the  solicited  proxy to vote  such  proxy in  accordance  with  their
judgment.                                                                       

     No compensation  will be paid to any person in connection with solicitation
of proxies.  Brokers,  banks,  etc.,  will be reimbursed for  out-of-pocket  and
reasonable clerical expenses incurred in obtaining  instructions from beneficial
owners of the Company's  common stock.  Special  solicitation  of proxies may in
certain  instances be made  personally or by telephone by officers and employees
of the Company and by employees of certain  banking and  brokerage  houses.  All
expenses,  estimated to be normal in connection with this solicitation,  will be
borne by the Company. Votes will be counted manually. Abstentions will be noted,
and will be counted as present for purposes of a quorum.  Broker  non-votes will
not be counted for purposes of a quorum.                                        

10

DEF 14C 12th Page of 13 TOC 1st Previous Next Bottom Just 12th

ANNUAL REPORT ON FORM 10-KSB

     A copy of the  Annual  Report on Form  10-KSB of the  Company  for the Year
Ended December 31, 1997, without exhibits,  accompanies this Proxy Statement. No
such part of the Form 10-KSB is  incorporated  herein by  reference  and no part
thereof is to be considered proxy soliciting material.                          

                              BY ORDER OF THE BOARD OF DIRECTORS

Cripple Creek, Colorado                                                         
April 29, 1998                                                                  

11

DEF 14C Last Page of 13 TOC 1st Previous Next Bottom Just 13th

PROXY                                                                     PROXY 
 CENTURY CASINOS, INC.

 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 Friday,  June 5,
1998, at 1625 Broadway,  Suite 1600,  Denver,  Colorado,  at 10:00 a.m. Mountain
Daylight Time, and hereby appoints Erwin Haitzmann or Norbert  Teufelberger,  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 and one Class III director to the Board of Directors: 

     Norbert Teufelberger    (Class I)      [  ] For  [  ] Against  [  ] Abstain
     Robert S. Eichberg      (Class I)      [  ] For  [  ] Against  [  ] Abstain
     Gottfried Schellmann    (Class III)    [  ] 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)                                               

 ---------------------- Change to other 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
PROPOSAL 1.                                                                     
______________________________                                                
| SPACE FOR ADDRESS            |                 Dated this  _____________day of
|                              |                 ________________________,  1997
|                              |                 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 ____________.

12

DEF 14C	1st Page of 13	TOC	Top	Previous	Next	Bottom	Just 1st

DEF 14C	2nd Page of 13	TOC	1st	Previous	Next	Bottom	Just 2nd

DEF 14C	3rd Page of 13	TOC	1st	Previous	Next	Bottom	Just 3rd

DEF 14C	4th Page of 13	TOC	1st	Previous	Next	Bottom	Just 4th

DEF 14C	5th Page of 13	TOC	1st	Previous	Next	Bottom	Just 5th

DEF 14C	6th Page of 13	TOC	1st	Previous	Next	Bottom	Just 6th

DEF 14C	7th Page of 13	TOC	1st	Previous	Next	Bottom	Just 7th

DEF 14C	8th Page of 13	TOC	1st	Previous	Next	Bottom	Just 8th

DEF 14C	9th Page of 13	TOC	1st	Previous	Next	Bottom	Just 9th

DEF 14C	10th Page of 13	TOC	1st	Previous	Next	Bottom	Just 10th

DEF 14C	11th Page of 13	TOC	1st	Previous	Next	Bottom	Just 11th

DEF 14C	12th Page of 13	TOC	1st	Previous	Next	Bottom	Just 12th

DEF 14C	Last Page of 13	TOC	1st	Previous	Next	Bottom	Just 13th

Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14C Filing	Date	First	Last	Other Filings

	3/31/94	10
	12/31/97	9	12	10KSB
	1/1/98	10	11
	4/28/98	2
	4/29/98	1	12
Filed On / Filed As Of	4/30/98
	5/5/98	1	2
For The Period Ended	6/5/98	1	13
	11/1/98	11

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Century Casinos Inc/CO · DEF 14C · For 6/5/98

Filed On 4/30/98 · SEC File 0-22900 · Accession Number 1005444-98-50

Definitive Proxy Information Statement · Schedule 14CFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Information Statement · Schedule 14C
Filing Table of Contents