Argosy Gaming DEF 14A Definitive proxy

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

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ARGOSY GAMING COMPANY
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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ARGOSY GAMING COMPANY

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 29, 2003

The Annual Meeting of Stockholders of Argosy Gaming Company ("Argosy" or the "Company") will be held at the Music Room of the Alton Belle Casino at 1 Front Street, Alton, Illinois 62002 on Tuesday, April 29, 2003, at 2:00 p.m., local time, for the following purposes:

1.: To elect three directors to hold office until the 2006 Annual Meeting of Stockholders; and
2.: To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items are fully discussed in the proxy statement accompanying this notice. A copy of the Company's Annual Report is also enclosed.

The close of business on March 7, 2003, has been fixed as the record date for the meeting. Only stockholders of record at that time are entitled to notice of and to vote at the meeting and any adjournment or postponement thereof.

All stockholders are cordially invited to attend the meeting. However, to assure your representation at the meeting, the Board of Directors urges you to date, execute and return promptly the enclosed proxy to give voting instructions with respect to your shares of Common Stock. The return of the proxy will not affect your right to vote in person if you do attend the meeting.

DONALD J. MALLOY
Secretary

March 26, 2003

ARGOSY GAMING COMPANY

219 Piasa Street
Alton, Illinois 62002

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Argosy Gaming Company ("Argosy" or the "Company") for use in voting at the Annual Meeting of Stockholders (the "Meeting") to be held at the Music Room of the Alton Belle Casino, 1 Front Street, Alton, Illinois 62002, on Tuesday, April 29, 2003, at 2:00 p.m. local time, and at any postponement or adjournment thereof, for the purposes set forth in the attached notice. This proxy statement, the attached notice and the enclosed proxy are being sent to stockholders on or about March 26, 2003.

The solicitation of proxies from the stockholders is being made by the Board of Directors and management of the Company and the cost of solicitation, including the cost of preparing and making the proxy statement, the proxy, notice of annual meeting and annual report is being paid for by the Company.

Who May Vote

Shareholders of record as of the close of business on March 7, 2003 are entitled to notice of and to vote at the Meeting. As of that date there were 28,946,229 shares of the Company's common stock outstanding, the only class of voting securities outstanding. Each share of Common Stock is entitled to one vote, without cumulation, on each matter to be voted upon at the Meeting.

How Proxies Work

Only votes cast in person at the Meeting or by proxy received by the Company before commencement of the Meeting will be counted at the Meeting. Giving us your Proxy means you authorize us to vote your shares at the Meeting in the manner you direct. You may vote for all, some or none of our nominees for director, or you may abstain from voting.

If proxies are properly dated, executed and returned, the shares they represent will be voted at the Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, the shares will be voted as follows:

•: FOR the election of the three nominees for director set forth herein; and
•: with respect to any other matter that may properly come before the Meeting, in the discretion of the persons voting the respective proxies.

The Board of Directors does not intend to bring any matters before the Meeting except those indicated in the notice. If any other matters properly come before the Meeting, however, the persons named in the enclosed proxy, or their duly constituted substitutes acting at the Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters.

Quorum

There must be a quorum to carry on the business of the Meeting. The presence at the Meeting, in person or by proxy, of stockholders entitled to cast a majority of the votes which all stockholders are entitled to cast will constitute a quorum.

Revoking a Proxy

A stockholder giving a proxy has the power to revoke it at any time prior to its exercise by voting in person at the meeting, by giving written notice to the Secretary of the Company prior to the Meeting, or by giving a later dated proxy.

Required Vote

The election of the nominees for director and the approval of any other matter that may properly come before the Meeting (each a "Proposal") will become effective only upon the affirmative vote of shares of Common Stock representing a majority of the votes cast on such Proposal (whether for or against or abstained on such Proposal). Votes cast as abstentions will not be counted as a vote for or against a Proposal, but will nevertheless increase the total votes cast on the matter and thus increase the number of votes necessary to effectuate such Proposal. So called "broker non-votes" (brokers failing to vote by proxy shares of the Common Stock held in nominee name for customers) will not be counted at the Meeting. The effect of such broker non-votes is to decrease the total votes cast on the matter and thus decrease the number of votes necessary to effectuate a Proposal.

Holdings of Management

The executive officers and directors of the Company own shares, and exercisable rights to acquire shares, representing an aggregate of 4,069,150 shares of Common Stock or 13.7% of the outstanding shares of Common Stock (See "Security Ownership of Certain Beneficial Owners and Management"). Such officers and directors have indicated an intention to vote in favor of each Proposal.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the close of business on March 7, 2003, certain information with respect to the beneficial ownership of Common Stock beneficially owned by (i) each director of the Company, (ii) the chief executive officer of the Company and four most highly compensated executive officers of the Company other than the chief executive officer (collectively, the "named officers"), (iii) all executive officers and directors as a group and (iv) each stockholder who is known to the Company to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of more than 5% of the outstanding Common Stock. Each of the persons listed below has sole voting and investment power with respect to such shares, unless otherwise indicated.

Name of Beneficial Owner	Common Stock Beneficially Owned		Percent of Class
Directors and Named Officers:
William F. Cellini 219 Piasa Street Alton, IL 62002	1,566,476	(a)(b)(c)	5.4
Edward F. Brennan 219 Piasa Street Alton, IL 62002	10,500	(c)	*
George L. Bristol 219 Piasa Street Alton, IL 62002	1,700	(c)	*
F. Lance Callis 219 Piasa Street Alton, IL 62002	879,053	(c)	3.0
Jimmy F. Gallagher 219 Piasa Street Alton, IL 62002	658,928	(c)	2.3

John B. Pratt, Sr. 219 Piasa Street Alton, IL 62002	161,500	(c)	*
Michael W. Scott 219 Piasa Street Alton, IL 62002	4,500	(c)	*
James B. Perry 219 Piasa Street Alton, IL 62002	262,000	(c)	*
Richard J. Glasier 219 Piasa Street Alton, Il 62002	211,000	(c)	*
James A. Gulbrandsen 219 Piasa Street Alton, IL 62002	77,696	(c)	*
Virginia M. McDowell 219 Piasa Street Alton, IL 62002	66,455	(c)	*
Arnold L. Block 219 Piasa Street Alton, IL 62002	17,010		*
All directors and executive officers as a group (15 persons)	4,069,150	(c)	13.7
Principal Stockholders:
Kornitzer Capital Management, Inc. 5420 West 61st Place Shawnee Mission, KS 66205	1,911,140	(d)	6.6
Wellington Management Company, LLP 75 State Street Boston, MA 02109	1,345,600	(e)	4.6
State Street Research & Management Company One Financial Center 30th Floor Boston, MA 02111	2,305,000	(f)	8.0

*: Less than 1%
(a): Includes 321,950 shares of Common Stock held in Trust for William F. Cellini, Jr., as beneficiary with an independent third party as sole trustee and 321,949 shares of Common Stock held in Trust for William F. Cellini, Jr., as beneficiary, with William F. Cellini, Jr. and William F. Cellini, father of William F. Cellini, Jr., as co-trustees. Mr. Cellini disclaims beneficial ownership of the 321,950 shares of Common Stock held in the William F. Cellini, Jr. Trust by an independent third party as sole trustee.
(b): Includes 321,950 shares of Common Stock held in Trust for Claudia Marie Cellini, as beneficiary, with an independent third party as sole trustee and 321,949 shares of Common Stock held in Trust for Claudia Marie Cellini as beneficiary with Claudia Marie Cellini and William F. Cellini, father of Claudia Marie Cellini, as co-trustees. Mr. Cellini disclaims beneficial ownership of the 321,950 shares of Common Stock held in the Claudia Marie Cellini Trust by an independent third party as sole trustee.

(c): Amounts shown include 1,000 shares of Common Stock for William Cellini, 500 Shares of Common Stock for Edward F. Brennan, 1,000 shares of Common Stock for George L. Bristol, 1,000 shares of Common Stock for F. Lance Callis, 1,000 shares of Common Stock for Jimmy F. Gallagher, 1,000 shares of Common Stock for John B. Pratt, St., 2,000 shares of Common Stock for Michael W. Scott, 150,000 shares of Common Stock for James B. Perry, 0 shares of Common Stock for Richard J. Glasier, 6,948 shares of Common Stock for James A. Gulbrandsen, 60,707 shares of Common Stock for Virginia M. McDowell, and 331,947 of Common Stock for all directors and executive officers as a group represented by stock options exercisable within 60 days of March 7, 2003.
(d): According to a Schedule 13G filed with the Securities and Exchange Commission under the Exchange Act, Kornitzer Capital Management, Inc. has shared voting power with respect to 1,911,140 of such shares.
(e): According to a Schedule 13G filed with the Securities and Exchange Commission under the Exchange Act, Wellington Management Company, LLP has shared voting power with respect to 1,345,600 of such shares.
(f): According to a Schedule 13G filed with the Securities and Exchange Commission under the Exchange Act, State Street Research & Management Company has sole voting power over 2,305,000 of such shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's executive officers and directors and persons who own more than ten percent of a registered class of the Company's equity securities (collectively, the "reporting persons") to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the Company with copies of these reports. Based on the Company's review of the copies of these reports received by it, and written representations, if any, received from reporting persons with respect to such filings, the Company believes that all filings required to be made by the reporting persons for the period January 1, 2002, to December 31, 2002, were made on a timely basis.

PROPOSAL #1
ELECTION OF BOARD OF DIRECTORS NOMINEES

The Company has a classified Board of Directors consisting of three classes. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those directors whose terms are expiring.

At the Meeting, the stockholders will elect three directors to hold office, subject to the provisions of the Company's By-laws, until the annual meeting of stockholders in 2006 and until their successors are duly elected and qualified. Unless contrary instructions are given, the shares represented by the enclosed proxy will be voted FOR the election of Messrs. George L. Bristol, James B. Perry and Jimmy F. Gallagher, the nominees set forth below. Proxies cannot be voted for a greater number of directors than the number of nominees named. See "Record Date, Required Vote, Outstanding Shares and Holdings of Certain Stockholders."

Messrs. Bristol, Perry and Gallagher have consented to being named in this proxy statement and to serve if elected. However, if any nominee at the time of his election is unable or unwilling to serve or is otherwise unavailable for election, and as a result another nominee is designated by the Board of Directors, the persons named in the enclosed proxy, or his or her substitute, will have discretion and authority to vote or refrain from voting for such nominee in accordance with their judgment.

Each director of the Company is currently required to be licensed to serve as a director of the Company by the applicable gaming regulatory authorities in Illinois, Missouri, Louisiana, Indiana and Iowa, and may be subject to similar requirements in other jurisdictions in which the Company may conduct business. Each nominee has met these requirements in Illinois, Missouri, Louisiana, Indiana and Iowa. However, should a nominee or any director be found no longer suitable by any regulatory authority having jurisdiction over the Company, that individual shall become ineligible to serve on the Board of Directors and a majority of the remaining directors may appoint a qualified replacement to serve as director for the remaining term of the disqualified director.

The nominees for election as directors, together with certain information about them, is contained below.

Name	Age	Director Since	Present Position with the Company
George L. Bristol	62	1995	Director
James B. Perry	53	2000	Director and Chief Executive Officer
Jimmy F. Gallagher	74	1993	Director

George L. Bristol has been President of GLB, Inc., a consulting firm, for over 20 years. He has been a member of the Board of Directors of the Company since January 1995 and is a member of its Audit Committee. Mr. Bristol was the Acting Chief Executive Officer of the Company from January 13, 1997 to April 20, 1997.

James B. Perry has been Chief Executive Officer of the Company since April 21, 1997. Mr. Perry was also President of the Company from April 1997 to July 2002. Mr. Perry was elected to the Board of Directors during 2000. From August 1996 to April 1997, Mr. Perry was President of the Hospitality Group of Keating Building Group. From 1976 to August 1996, Mr. Perry was employed by Aztar Corporation in numerous positions, including President and General Manager of TropWorld Casino and Entertainment Resort in Atlantic City, New Jersey.

Jimmy F. Gallagher has been a director of the Company since February 1993 and is currently a member of its Nominating and Corporate Governance Committee. Mr. Gallagher retired from the gaming industry in March 1991. From March 1990 to March 1991, he was Supervisor of Casino Games for the Park Hotel and Casino in Las Vegas, Nevada.

RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF
ITS NOMINEES TO SERVE ON THE COMPANY'S BOARD OF DIRECTORS

EQUITY COMPENSATION PLAN DATA

The following table gives information about the Company's Common Stock that may be issued upon exercise of options under all of the Company's existing compensation plans as of December 31, 2002, including the Stock Option Plan and Directors Option Plan.

		(a)	(b)		(c)
Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by security holders:
	Stock Option Plan	801,016	$	14.01	2,067,203
	Directors Option Plan	11,500	$	26.91	88,000
Equity compensation plans not approved by security holders:
	None	N/A		N/A	N/A

Total		812,516	$	14.19	2,155,203

MANAGEMENT

Directors and Executive Officers

The following table sets forth the names and ages of the Company's directors and executive officers.

Name	Age	Position
William F. Cellini (a)	68	Chairman of the Board of Directors
George L. Bristol (b)	62	Director
Jimmy F. Gallagher (b)	74	Director
F. Lance Callis (c)	67	Director
John B. Pratt, Sr. (c)	80	Director
Edward F. Brennan (c)	62	Director
Michael W. Scott (a)	49	Director
James B. Perry (b)	53	Director and Chief Executive Officer
Richard J. Glasier	57	President
James A. Gulbrandsen	62	Senior Vice President—Operations
Virginia M. McDowell	45	Senior Vice President—Sales and Marketing
Joy A. Berry	45	Senior Vice President—Development
Dale R. Black	39	Senior Vice President and Chief Financial Officer
Donald J. Malloy	41	Senior Vice President, Secretary and General Counsel
R. Ronald Burgess	59	Senior Vice President—Human Resources

(a): Messrs. Cellini and Scott comprise a class of directors whose term expires in 2005.
(b): Messrs. Bristol, Perry and Gallagher comprise a class of directors whose term expires in 2003.
(c): Messrs. Callis, Pratt and Brennan comprise a class of directors whose term expires in 2004.

William F. Cellini has been Chairman of the Company's Board of Directors since February 1993. Mr. Cellini has served as Chief Executive Officer of New Frontier Companies, a real estate development, management and construction concern with offices in Chicago and Springfield, Illinois since 1977. Mr. Cellini is a member of the Nominating and Corporate Governance Committee of the Board of Directors.

F. Lance Callis has been a partner with the law firm of Callis, Papa, Jackstadt, Szewczyk, Rongey & Danzinger P.C. (formerly Pratt & Callis, P.C.), with offices in St. Louis, Missouri and Granite City, Illinois for over 15 years. Mr. Callis has been a member of the Board of Directors of the Company since February 1993 and is a member of its Compensation Committee and Nominating and Corporate Governance Committee.

John B. Pratt, Sr. has practiced law in White Hall, Illinois as a sole practitioner for over 15 years. He has been a member of the Board of Directors of the Company since February 1993 and is a member of its Compensation Committee, Nominating and Corporate Governance Committee and Audit Committee.

Edward F. Brennan has been a partner with the law firm of Brennan, Jones & Brennan P.C. (formerly Brennan, Cates & Constance) in Belleville, Illinois for over 15 years. He has been a member of the Board of Directors of the Company since January 1995 and also serves on the Audit Committee and Compensation Committee.

Michael W. Scott has been the Chief Executive Officer of ICap, Inc., a consulting and investment banking firm from 1990 to the present. He has been a member of the Board of Directors since April 2002 and is the chairman of the Audit Committee and a member of the Compensation Committee.

James B. Perry has been Chief Executive Officer of the Company since April 21, 1997. Mr. Perry was also President from April 1997 to July 2002. Mr. Perry was elected to the Board of Directors during 2000. From August 1996 to April 1997, Mr. Perry was President of the Hospitality Group of Keating Building Group. From 1976 to August 1996, Mr. Perry was employed by Aztar Corporation in numerous positions, including President and General Manager of TropWorld Casino and Entertainment Resort in Atlantic City, New Jersey.

Richard J. Glasier has been President since July, 2002. From November 1995 to July 2002, Mr. Glasier was Executive Vice President and Chief Financial Officer with Royal Caribbean Cruise Ltd. From November 1985 to November 1995 he was Chief Financial Officer of Royal Caribbean. He has served as a member on various board of directors including Aztar Corporation from July 2001 until July 2002.

James A. Gulbrandsen has been Senior Vice President—Operations since June 1, 1997. From late 1996 to May 1997, Mr. Gulbrandsen was retired. From 1992 to 1996, Mr. Gulbrandsen was an owner/operator of the Womack Casino in Cripple Creek, Colorado.

Virginia M. McDowell has been Senior Vice President—Sales and Marketing since June 1, 1997. From September 1996 to May 1997, Ms. McDowell was General Manager of the Northeast Office of Casino Data Systems, Inc. From 1984 to August 1996, Ms. McDowell held numerous positions with Aztar Corporation including Vice President of Business Development of TropWorld Casino and Entertainment Resort in Atlantic City, New Jersey.

Joy A. Berry has been Senior Vice President—Development since February 2003. From July 1996 to February 2003, Ms. Berry was Regional Vice President of Development at Marriott International. From October 1991 to July 1996 Ms. Berry was the President of Bonanza Realty, Inc. Prior to 1996, Ms. Berry served as the Vice President of Real Estate and Development at Ramada International Hotels & Resorts.

Dale R. Black has been the Senior Vice President and Chief Financial Officer since April 1998. From April 1993 to March 1998, Mr. Black served as Corporate Controller. Prior to joining the Company, Mr. Black held various financial management positions throughout his career in both industry and with a large public accounting firm.

Donald J. Malloy has been Senior Vice President, Secretary and General Counsel since April 1999. From January 1996 to April 1999 Mr. Malloy served as Vice President and Corporate Counsel. On January 8, 1999, Mr. Malloy assumed the additional role of Secretary. From June 1990 to December 1995, Mr. Malloy was an attorney with Winston & Strawn in Chicago, Illinois.

R. Ronald Burgess has been Senior Vice President—Human Resources since June 1999. From July 1986 to June 1999, Mr. Burgess served in several human resources leadership roles with Harrah's Entertainment and the predecessor organization Promus Companies and Holiday Corporation in Memphis, Tennessee.

Compensation of Directors

Directors who are not employees of the Company receive a fee of $25,000 per annum plus $1,000 per board meeting and $500 per committee meeting. An additional annual fee of $2,500 is paid to each committee chairman. The Board of Directors has created a Business Continuity Committee comprised of two directors, George L. Bristol and Edward F. Brennan, to examine and recommend improvements to the Company's contingency plans in the event of unforeseen business interruptions, such as a terrorist attack. Because of the substantial additional work involved, Business Continuity Committee members receive $2,500 per committee meeting. Directors who are employees of the Company do not receive additional compensation for service as a director. In addition, pursuant to the Directors Option Plan, each non-employee director is granted as of the date of his or her election a non-qualified stock option for 3,000 shares of Common Stock exercisable 1,000 as of date of grant and 1,000 on the first and second anniversaries of the date of grant. Additional stock option grants under the Directors Option Plan may be approved by the Compensation Committee provided that no director may receive more than 5,000 options in any one year. The option price for directors is the reported closing price of the Common Stock as of the date of grant. As of the date of this proxy statement, 11,500 options are outstanding under the Directors Option Plan.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors met seven times during 2002. Seven members of the Board of Directors participated in all of the meetings of the Board of Directors and in all committees on which such director served.

The Board of Directors has established permanent audit, compensation and nominating and corporate governance committees. The membership of each of these committees is determined from time to time by the Board of Directors and, to date, only outside directors have served on these committees.

The Audit Committee held seven meetings during 2002 and presently consists of Messrs. Scott, Brennan, Pratt, and Bristol. The Audit Committee is currently composed entirely of independent directors (as independence is defined in the NYSE listing standards). In addition, the Board of Directors has designated Mr. Scott as the member of the Audit Committee who serves as the "audit committee financial expert" as defined by the rules promulgated by the Securities and Exchange Commission. The Audit Committee, subject to the requirements of the applicable state gaming laws and regulatory authorities, appoints a firm of independent certified public accountants to audit the books and accounts of the Company. In addition, the Committee reviews and approves the scope and cost of all services (including non-audit services) provided by the firm selected to conduct the audit. The Committee also monitors the effectiveness of the audit effort and financial reporting, and inquires into the adequacy of financial and operating controls. The Board of Directors restated the written charter for the Audit Committee in March 2003, and a copy of this charter is included as an appendix to this proxy statement. The report of this Committee is set forth later in this proxy statement.

The Compensation Committee held three meetings in 2002 and presently consists of Messrs. Brennan, Callis, Pratt and Scott. The Compensation Committee reviews and approves salaries and other matters relating to compensation of the senior officers of the Company, including the administration of the Stock Option Plan. The Compensation Committee also formulates the Company's compensation policies and recommends compensation programs to the Board of Directors, including the administration of the Directors Stock Option Plan. In March 2003, the Board of Directors adopted a formal written charter for the Compensation Committee. The report of the Compensation Committee is set forth later in this proxy statement.

The Nominating Committee held one meeting in 2002. The Nominating Committee met in February 2003 to propose the nominees whose election to the Company's Board of Directors is a subject of this proxy statement. In March 2003, the Board of Directors changed the structure of the Nominating Committee and changed the name of the Committee to the Nominating and Corporate Governance Committee. In addition, the Board of Directors replaced the written charter of the Committee with a Nominating and Corporate Governance Committee Charter. The purpose of the Nominating and Corporate Governance Committee, which presently consists of Messrs. Callis, Cellini, Pratt and Gallagher, is to ensure that qualified candidates are presented to the Board of Directors as directors and to develop and recommend a set of corporate governance principles. The Nominating and Corporate Governance Committee Charter requires that the Committee consist of no fewer than two board members who satisfy the "independence" requirements of the NYSE and applicable law. The Nominating and Corporate Governance Committee will consider nominees who are recommended by stockholders, provided such nominees are recommended in accordance with the nominating procedures set forth in the Company's By-laws.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth annual and long-term compensation for the Company's Chief Executive Officer and four other most highly compensated officers during 2002 (collectively, the "named officers"), as well as certain other compensation information for the named officers during the years indicated.

Summary Compensation Table

		Annual Compensation					Long Term Compensation(a)
Name and Principal Position						Other Annual Compensation (b)	Long Term Compensation(a)	All Other Compensation
Name and Principal Position	Year	Salary		Bonus		Other Annual Compensation (b)	Stock Options (#)	All Other Compensation
James B. Perry Director and Chief Executive Officer	2002 2001 2000	$	600,002 563,465 500,006	$	622,121 929,506 —	— — —	— — —	$	2,267,962(c 5,324,309(c 826,041(c	) ) )
Richard J. Glasier President	2002 2001 2000	$	247,596 — —	$	450,000 — —	— — —	200,000 — —	$	18,279(d — —	)
James A. Gulbrandsen Senior Vice President—Operations	2002 2001 2000	$	299,039 275,002 260,577	$	175,654 406,355 167,678	— — —	39,548 — 8,148	$	17,631(e 2,078,981(e 413,458(e	) ) )
Virginia M. McDowell Senior Vice President—Sales and Marketing	2002 2001 2000	$	249,038 225,000 211,539	$	143,398 333,135 204,181	— — —	3,789 — 6,666	$	9,200(f 618,223(f 262,668(f	) ) )
Arnold L. Block Regional Vice President—Operations	2002 2001 2000	$	347,169 251,231 220,769	$	175,366 310,347 382,639	— — —	4,065 — 5,445	$	33,624(g 31,078(g 45,768(g	) ) )

(a)		The Company does not have long-term incentive plans and has not granted stock appreciation rights.
(b)		For each person named, "Other Annual Compensation" is below the level where disclosure would be required.
(c)		2002—Other compensation includes a car allowance of $9,600, matching contributions to the Company's 401(k) plan of $2,000, stock option exercises of $2,248,500 (representing the aggregate difference between stock price at exercise of $27.735 and stock option price of $5.25) and reimbursement of medical expenses.
		2001—Other compensation includes a car allowance of $9,600, matching contributions to the Company's 401(k) Plan of $2,000, stock option exercises of $5,305,625 (representing the aggregate difference between weighted average stock price at exercise of $24.635 and weighted average stock option price of $3.4125) and reimbursement of medical expenses.
		2000—Other compensation includes a car allowance of $9,600, compensation from restricted stock of $808,125, matching contributions to the Company's 401(k) Plan of $2,000 and reimbursement of medical expenses.
(d)		2002—Other compensation includes a car allowance of $3,300 and reimbursement of moving and other expenses of $14,979.
(e)		2002—Other compensation includes a car allowance of $7,200, matching contributions to the Company's 401(k) plan of $2,000 and reimbursement of medical expenses.
		2001—Other compensation includes a car allowance of $7,200, matching contributions to the Company's 401(k) Plan of $2,000, stock option exercises of $2,055,375 (representing the aggregate difference between stock price at exercise of $22.70 and stock option price of $3.125) and reimbursement of medical expenses.
		2000—Other compensation includes a car allowance of $7,200, matching contributions to the Company's 401(k) Plan of $2,000, stock option exercises of $398,250 and reimbursement of medical expenses.
(f)		2002—Other compensation includes a car allowance of $7,200 and matching contributions to the Company's 401(k) plan of $2,000.

		2001—Other compensation includes a car allowance of $7,200, matching contributions to the Company's 401(k) plan of $2,000, stock option exercises of $596,000 (representing the aggregate difference between stock price at exercise of $32.925 and stock option price of $3.125) and reimbursement of medical expenses.
		2000—Other compensation includes a car allowance of $7,200, matching contributions to the Company's 401(k) Plan of $2,000, stock option exercises of $248,906 and reimbursement of medical expenses.
(g)		2002—Other compensation includes a car allowance of $5,538, a housing allowance of $14,430, reimbursement of moving expenses of $11,656 and matching contributions to the Company's 401(k) plan of $2,000.
		2001—Other compensation includes a car allowance of $3,600, a housing allowance of $25,478 and matching contributions to the Company's 401(k) plan of $2,000.
		2000—Other compensation includes a car allowance of $3,600, a housing allowance of $40,168 and matching contributions to the Company's 401(k) plan of $2,000.

Option Grants in Last Fiscal Year

The following table sets forth information concerning options granted by the Company during the year ending December 31, 2002 to the named executive officers.

Name	Number of Securities Underlying Options Granted	Individual % of Total Options Granted to Employees in Fiscal Year	Grants Exercise Price ($/share)		Expiration Date	Grant Date Present Value (a)
Richard J. Glasier	200,000	63.6	$	21.08	7/24/12	$	2,338,000
James A. Gulbrandsen	4,548 35,000	1.4 11.1	$ $	35.18 18.93	3/14/12 12/31/12	$ $	73,223 303,450
Virginia M. McDowell	3,789	1.2	$	35.18	3/14/12	$	61,003
Arnold L. Block	4,065	1.3	$	35.18	3/14/12	$	65,447

(a): The dollar amounts of grant date present value set forth in this column were valued using the Black-Scholes model for valuing stock options, as provided by the Securities and Exchange Commissions executive compensation disclosure rules. Significant assumptions used to prepare this valuation include: stock price volatility of 49.3% to 50.9% (calculated from historical stock price volatility using consecutive monthly closing stock prices from January 31, 1997 through the grant date), a risk-free rate of 2.73% to 3.25%, a dividend yield of 0% and an expected life of 5 to 7 years. No assurances can be made that the amounts reflected will be achieved.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values

The following table sets forth information concerning options exercised during 2002 and presents the value of unexercised options held by the named officers at fiscal year end.

Name	Shares Acquired on Exercise (#)(a)	Value Realized ($)		Number of Unexercised Options at Fiscal Year End (#) Exercisable/Unexercisable	Value of Unexercised In-The-Money Options at Fiscal Year End (b) Exercisable/Unexercisable
James B. Perry	100,000	$	2,248,500	150,000/ —	$1,780,125/$—
Richard J. Glasier	—		—	— /200,000	$—/$—
James A. Gulbrandsen	—		—	5,432/42,264	$5,052/$2,526
Virginia M. McDowell	—		—	59,444/6,011	$873,408/$2,066
Arnold L. Block	—		—	9,315/7,695	$97,725/$3,376

(a): Options totaling 100,000 shares were exercised by the named executive officers during 2002.
(b): The last reported sale price of the Common Stock on the New York Stock Exchange on December 31, 2002, was $18.93.

Employment and Other Agreements

Mr. James B. Perry entered into a four year employment agreement on April 22, 1999, pursuant to which Mr. Perry agreed to serve as President and Chief Executive Officer of the Company. This new agreement replaced an agreement that was set to expire in April 2000. Under the terms of the agreement, Mr. Perry is to be paid $500,000 annually for the first two years and $600,000 annually for the last two years. In addition, Mr. Perry received a signing bonus of $263,387, reimbursement for club dues, not to exceed $75,000, and an additional 200,000 options under the Company's 1993 Employee Stock Option Plan. The entire 100,000 restricted share block of Common Stock previously granted to Mr. Perry pursuant to his original employment agreement was released from escrow on April 21, 2000. In the event of a change in control of the Company, Mr. Perry receives a payment equal to one times his annual salary. The non-competition provision of the agreement restricts Mr. Perry from engaging in competition in any jurisdictions where the Company maintains gaming facilities (including managed properties) for a period of 12 months following resignation or termination.

Mr. Richard J. Glasier entered into a three year employment agreement on July 9, 2002, pursuant to which Mr. Glasier agreed to serve as President of the Company. Under the terms of the agreement, Mr. Glasier is to be paid $625,000 annually. In addition, Mr. Glasier received a signing bonus of $450,000 and 200,000 options under the Company's 1993 Employee Stock Option Plan as amended. Mr. Glasier is also a participant in the Company's Corporate Incentive Bonus Plan. In the event of a change in control of the Company, Mr. Glasier receives a payment equal to three times his annual salary. The non-competition provision of the agreement restricts Mr. Glasier from engaging in competition in any jurisdictions where the Company maintains gaming facilities (including managed properties) for a period of 12 months following resignation or termination.

Mr. James A. Gulbrandsen entered into an employment agreement dated as of December 23, 2002, pursuant to which Mr. Gulbrandsen agreed to serve as Senior Vice President of the Company. Under the terms of the agreement, Mr. Gulbrandsen is to be paid $225,000 annually for 2003 and $200,000 for 2004. In addition, Mr. Gulbrandsen is a participant in the Company's Corporate Incentive Bonus Plan with a guaranteed payout of $100,000 for 2003 and $75,000 for 2004. Mr. Gulbrandsen also received 35,000 options under the 1993 Employee Stock Option Plan as amended. In the event of a change of control of the Company in which Mr. Gulbrandsen is not retained or is offered a lesser position or elects to leave following the change of control, Mr. Gulbrandsen receives a payment equal to three times his annual salary. The non-competition provision of the agreement restricts Mr. Gulbrandsen from engaging in competition in any jurisdiction where the Company maintains gaming facilities (including managed properties) for a period of 12 months following termination.

Ms. Virginia M. McDowell entered into an employment agreement dated as of January 1, 2002, pursuant to which Ms. McDowell agreed to serve as Senior Vice President—Sales and Marketing of the Company. Under the terms of the agreement, Ms. McDowell is to be paid $250,000 annually. In addition, Ms. McDowell is a participant in the Company's Corporate Incentive Bonus Plan. In the event of a change of control of the Company in which Ms. McDowell is not retained or is offered a lesser position or elects to leave following the change of control, Ms. McDowell receives a payment equal to three times her annual salary. The non-competition provision of the agreement restricts Ms. McDowell from engaging in competition in any jurisdiction where the Company maintains gaming facilities (including managed properties) for a period of 12 months following termination.

Ms. Joy Berry entered into a two year employment agreement on December 19, 2002, pursuant to which Ms. Berry agreed to serve as Senior Vice President—Development of the Company. Under the terms of the agreement, Ms. Berry is to be paid $350,000 annually. In addition, Ms. Berry received a signing bonus of $100,000, 35,000 options under the Company's 1993 Employee Stock Option Plan as amended and a restricted stock award of 25,000 shares of Common Stock. Ms. Berry is also a participant in the Company's Corporate Incentive Bonus Plan with a guaranteed payout of $200,000 for each of 2003 and

2004. In the event of a change in control of the Company, Ms. Berry receives a payment equal to three times her annual salary. The non-competition provision of the agreement restricts Ms. Berry from engaging in competition in any jurisdictions where the Company maintains gaming facilities (including managed properties) for a period of 90 days following resignation or termination.

Mr. Dale R. Black entered into an employment agreement dated as of January 1, 2002, pursuant to which Mr. Black agreed to serve as Senior Vice President and Chief Financial Officer. Under the terms of the agreement, Mr. Black is to be paid $240,000 annually. In addition, Mr. Black is a participant in the Company's Corporate Incentive Bonus Plan. In the event of a change of control of the Company in which Mr. Black is not retained or is offered a lesser position or elects to leave following the change of control, Mr. Black receives a payment equal to three times his annual salary. The non-competition provision of the agreement restricts Mr. Black from engaging in competition in any jurisdiction where the Company maintains gaming facilities (including managed properties) for a period of 12 months following termination.

Mr. Donald J. Malloy entered into an employment agreement dated as of January 1, 2002, pursuant to which Mr. Malloy agreed to serve as Senior Vice President, Secretary and General Counsel. Under the terms of the agreement, Mr. Malloy is to be paid $240,000 annually. In addition, Mr. Malloy is a participant in the Company's Corporate Incentive Bonus Plan. In the event of a change of control of the Company in which Mr. Malloy is not retained or is offered a lesser position or elects to leave following the change of control, Mr. Malloy receives a payment equal to three times his annual salary. The non-competition provision of the agreement restricts Mr. Malloy from engaging in competition in any jurisdiction where the Company maintains gaming facilities (including managed properties) for a period of 12 months following termination.

Mr. R. Ronald Burgess entered into an employment agreement dated as of January 1, 2002, pursuant to which Mr. Burgess agreed to serve as Senior Vice President—Human Resources. Under the terms of the agreement, Mr. Burgess is to be paid $200,000 annually. In addition, Mr. Burgess is a participant in the Company's Corporate Incentive Bonus Plan. In the event of a change of control of the Company in which Mr. Burgess is not retained or is offered a lesser position or elects to leave following the change of control, Mr. Burgess receives a payment equal to three times his annual salary. The non-competition provision of the agreement restricts Mr. Burgess from engaging in competition in any jurisdiction where the Company maintains gaming facilities (including managed properties) for a period of 12 months following termination.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

No member of the Compensation Committee of the Company was, during the year ended December 31, 2002, an officer, former officer or employee of the Company or any of its subsidiaries. No executive officer of the Company served as a member of (i) the compensation committee of another entity in which one of the executive officers of such entity served on the Company's Compensation Committee, (ii) the Board of Directors of another entity in which one of the executive officers of such entity served on the Company's Compensation Committee, or (iii) the compensation committee of another entity in which one of the executive officers of such entity served as a member of the Company's Board of Directors, during the year ended December 31, 2002.

COMMITTEE REPORTS

Notwithstanding anything to the contrary set forth in any of the Company's previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this proxy statement or future filings with the Securities and Exchange Commission, in whole or in part, the following report and Performance Graph shall not be deemed to be incorporated by reference into any such filings.

COMPENSATION COMMITTEE REPORT

The Compensation Committee

The Compensation Committee is responsible for the administration of the Company's executive compensation program. The Committee is made up of four Directors who are not employees of the Company. It is responsible for setting the compensation levels of the Company's Chief Executive Officer and other senior executives, including the executives named in the Summary Compensation Table. The Committee is also responsible for the administration of certain compensation and benefit plans. The Committee met three times during fiscal year 2002.

Compensation Philosophy

The Committee believes that the Company's executive compensation program should attract and retain talented executives. The Committee provides its executives with the opportunity to earn significant compensation if the Company and the individual meet or exceed challenging performance goals. This strategy has helped the Company attract, retain and motivate high quality executives. The Committee periodically reviews a number of independent compensation surveys as guidelines to determine competitive pay practices. The survey data is reviewed directly and is also summarized by independent compensation consultants. Generally, the survey data used is primarily for gaming and entertainment companies of similar size to the Company and based in the United States. However, since the Company's competition for executive talent is not limited to the gaming industry, compensation data for other companies of similar size is also considered. The survey data used to assess the Company's executive compensation includes some companies that are small and mid-cap sized casino companies as well as other entertainment and non-entertainment companies.

The income tax deductions of publicly traded companies may be limited to the extent total compensation for particular executive officers exceeds $1 million during any year. This deduction limit, however, does not apply to payments which qualify as "performance based." The Committee has reviewed the regulations issued by the Internal Revenue Service and will continue to review the application of these rules to future compensation. However, the Committee intends to continue basing its executive compensation decisions primarily upon performance achieved, both corporate and individual, while retaining the right to make subjective decisions and to award compensation that may or may not meet all of the Internal Revenue Service's requirements for deductibility.

The Committee believes that the total compensation provided to the Company's executives is both prudent and competitive. Also, the Committee believes that the program has helped to successfully focus the Company's executive team on increasing Company performance and stockholder value.

Base Salaries

Base salaries are determined at the discretion of the Committee based on a review of competitive market pay practices, performance evaluations and expected future individual contributions. The Committee uses the median of the range of base salaries from independent compensation surveys to target the Company's base salary levels. However, it also considers an individual's unique position, responsibilities and performance in setting salary levels. In reviewing individual performances, the Committee considers the views of the Chief Executive Officer, Mr. James B. Perry, with respect to other executive officers.

Annual Incentives

The Company has adopted a Value Added Incentive Plan (the "Value Added Plan"). The Value Added Plan's objectives are to enhance commitment to the long-term success of the Company by linking personal financial rewards to the growth in value of the Company, by increasing the Company's Value

Added (as defined below), and to increase the Company's ability to attract and retain key executives. Under the Value Added Plan, annual incentives are determined by establishing target incentive awards based on a percentage of base salary. Actual earned bonus awards are based on performance depending upon the responsibilities of the participant. Performance is measured by the cumulative growth of Value Added and then by comparing the actual Value Added against a target Value Added as designated by the Committee. The term "Value Added" is defined as after-tax operating cash flow (before interest expense), less a capital charge for all capital invested in the Company or division, as applicable. The term "capital charge" is defined as the Company's weighted average, after-tax, cost of capital, representing a blend of the Company's equity and debt capital cost.

The Company has also adopted the Stock Price Incentive Plan (the "Stock Price Plan"). The Stock Price Plan's objective is to enhance commitment to the long-term growth in the Company's Common Stock price and to increase the Company's ability to attract and retain key executives. Under the Stock Price Plan, annual incentives are determined based upon the amount of the increase or decrease in the stock price for the quarter versus the prior quarter. Decreases in the stock price in a quarter versus the prior quarter result in reductions of the unpaid amounts from the previous quarters.

For 2003, corporate executives and managers bonus awards will be based 70% on the Value Added Plan, as measured on a consolidated basis, and 30% on the Stock Price Plan. The Company's General Manager bonus awards will be based 70% on the Value Added Plan as measured on a consolidated basis, 15% on the Value Added Plan as measured for their respective property and 15% on the Stock Price Plan. Direct reports to property General Managers bonus awards will be based 90% on the Value Added Plan as measured for their respective property and 10% on the Stock Price Plan.

Annual incentive target awards for the Chief Executive Officer and the other executives named in the Summary Compensation Table range from 25% to 75% of salary. Actual cash awards are paid out over the succeeding four quarters out of the participant's bonus reserve account, an account maintained for each participant which includes any earned but unpaid bonuses from prior quarters. This bonus reserve account may also contain a negative balance from prior quarters, and in such cases the negative amount must be offset against any positive reserve amount. The annual incentive for the Chief Executive Officer is discussed under the "Chief Executive Officer Compensation" section below.

Long-Term Incentives

From time to time, the Committee has granted stock options and restricted shares to the Company's executives in order to align their interests with the interests of stockholders. Since stock options are granted at market price, the actual value of the stock options is wholly dependent on an increase in the price of the Company's Common Stock. Stock options are considered effective long-term incentives by the Committee because an executive is rewarded only if the value of the Company's Common Stock increases, thus increasing stockholder value. In determining grants of stock awards for executives, the Committee has reviewed competitive data of long-term incentive practices at other gaming and entertainment companies and companies of similar size to the Company but in other industries. The Committee also takes into account the level of past stock compensation grants and the value of those grants in determining awards for the Company's executives.

During 2002, 314,492 stock options were granted under the Stock Option Plan. The number of stock awards granted is generally based on the Committee's review of the individual executive's position and potential within the Company and the level of past stock compensation awards granted to the individual executive.

In September 1999, the Committee adopted a Management Deferred Compensation Plan for executives of the Company and the divisional general managers. The plan permits the eligible employee to defer up to 25% of base salary and 50% of bonus to the quarter in which the employee is terminated or

upon change in control. The payout of the deferred compensation can be on a lump sum basis or in 5 or 10 year installments.

Chief Executive Officer Compensation

Based upon the assessment of the criteria outlined above, the Compensation Committee also established the compensation levels of the Company's Chief Executive Officer, James B. Perry, and entered into a four-year employment agreement in April 1999. Under the terms of such agreement, Mr. Perry was granted an annual base salary of $500,000 annually for the first two years and $600,000 annually for the last two years. In addition, Mr. Perry was given a signing bonus of $263,387, reimbursement for club dues not to exceed $75,000, and an additional 200,000 options under the Company's incentive stock option program. In April 2001, the Compensation Committee determined effective January 1, 2001, Mr. Perry was eligible to participate in the Annual Incentive Plan in a target amount of 75% of his base salary.

This report is submitted by Edward F. Brennan, F. Lance Callis, John B. Pratt, Sr. and Michael W. Scott, being all of the members of the Compensation Committee.

EDWARD F. BRENNAN
F. LANCE CALLIS
JOHN B. PRATT, SR.
MICHAEL W. SCOTT

AUDIT COMMITTEE REPORT

The Audit Committee is composed of four independent directors and operates under a restated written charter adopted by the Board of Directors, attached as Appendix A. The Company's management is responsible for its internal accounting controls and the financial reporting process. The Company's independent auditors, Ernst & Young LLP, are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with auditing standards generally accepted in the United States and to issue a report thereon. The Audit Committee's responsibility is to monitor and oversee these processes.

In discharging its oversight responsibility as to the audit process, the Committee obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditors' independence consistent with Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees," discussed with the auditors any relationships that may impact their objectivity and independence and satisfied itself as to the auditors' independence. The Committee also discussed with management, the internal auditors and the independent auditors the quality and adequacy of the Company's internal controls and the internal audit department's organization, responsibilities, budget and staffing. The Committee reviewed both with the independent and internal auditors their audit plans, audit scope, and identification of audit risks.

The Committee discussed and reviewed with the independent auditors all communications required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended, "Communication with Audit Committees," and, with and without management present, discussed and reviewed the results of the independent auditors' examination of the financial statements. The Committee also discussed the results of the internal audit examinations.

Based on the Audit Committee's discussions with management and the independent auditors and the audit committee's review of the representations of management and the report of the independent accountants, the audit committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002, for filing with the Securities and Exchange Commission.

The following table presents fees billed for professional services rendered for the audit of our annual financial statements and review of our Forms 10-Q and fees billed for other services rendered by Ernst & Young LLP for 2002 and 2001:

	2002		2001
Audit fees	$	595,000	$	560,000
Audit-related fees		256,000		437,000
Tax fees		25,000		—
All other fees		37,000		54,000

Total fees	$	913,000	$	1,051,000

Audit fees include fees associated with the annual audit and reviews of the Company's quarterly reports on Form 10-Q. Audit-related fees principally include fees relating to accounting consultations, Securities and Exchange Commission registration statements and required compliance audits. Tax fees include fees associated with tax compliance, tax advice and tax planning. All other fees principally include fees related to valuation services in 2001 and real estate advisory services in 2002. The Audit Committee has determined that the independent accountant's provision of non-audit services is compatible with maintaining the independent accountant's independence.

This report is respectfully submitted by the Audit Committee of the Board of Directors.

EDWARD F. BRENNAN
GEORGE L. BRISTOL
JOHN B. PRATT, SR.
MICHAEL W. SCOTT

PERFORMANCE GRAPH

The following graph sets forth the cumulative total stockholder return from December 31, 1997 through December 31, 2002 of the Company, the Nasdaq Broad Market and the Nasdaq Amusement and Recreation Services Index (the "Peer Group Index"), which the Company considers to be its peer industry group. The graph assumes an investment of $100 on December 31, 1997, in each of the Common Stock, the stocks comprising the Nasdaq Broad Market, and the stocks comprising the Peer Group Index.

COMPARISON OF FIVE-YEAR TOTAL CUMULATIVE RETURN* AMONG ARGOSY
GAMING CO., NASDAQ STOCK MARKET INDEX (U.S. Companies), AND A PEER GROUP OF
NASDAQ STOCKS (SIC 7900-7999—Amusement and Recreation Services—U.S. Companies)

*: Assumes $100 investment in the common stock of Argosy Gaming Co., Nasdaq Stock Market Index (U.S. Companies) and Peer Group Nasdaq Stocks (SIC 7900-7999 U.S. Companies) derived from compounded daily returns with dividend reinvestment on the exdate.

MARKET FOR REGISTRANT'S COMMON EQUITY AND DIVIDEND POLICY

The Company's Common Stock trades on the New York Stock Exchange under the symbol AGY. On March 7, 2003, the Common Stock was held by 519 stockholders of record. The following table sets forth the high and low sales prices per share of Common Stock, as reported by the New York Stock Exchange, for the periods indicated. These quotations and sales prices do not include retail mark-ups, mark-downs or commissions.

	Price Range of Common Stock
Year Ending December 31, 2001	Price Range of Common Stock
Year Ending December 31, 2001	High		Low
1st Quarter	$	26.87	$	16.3125
2nd Quarter	$	28.63	$	22.80
3rd Quarter	$	30.25	$	22.30
4th Quarter	$	34.85	$	25.01

	Price Range of Common Stock
Year Ending December 31, 2002	Price Range of Common Stock
Year Ending December 31, 2002	High		Low
1st Quarter	$	38.50	$	31.34
2nd Quarter	$	41.50	$	25.30
3rd Quarter	$	29.95	$	19.11
4th Quarter	$	24.29	$	16.49

On March 20, 2003, the reported last sales price for the Common Stock was $19.25.

Since the Company's initial public offering in February 1993, the Company has not declared any cash dividends or distributions on its Common Stock. The Company currently intends to retain its earnings to reduce its outstanding indebtedness and to finance future growth and therefore has no present intention of paying dividends. This policy will be reviewed annually by the Company's Board of Directors in light of, among other things, its results of operations, capital requirements, any restrictions imposed by applicable gaming regulations and restrictions imposed by the Company's indentures and loan documents. At present the Company's Amended and Restated Credit Agreement dated July 31, 2001, requires the consent of the lenders in order to declare a dividend.

CERTAIN TRANSACTIONS

The Company has entered into an indemnification agreement with each of its directors and executive officers to provide them with the maximum indemnification allowed under the Company's Certificate of Incorporation, By-laws and applicable law.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the 2004 Annual Meeting of Stockholders of the Company must be received in writing by the Company no later than November 27, 2003, and no sooner than October 28, 2003, for inclusion in the Company's proxy statement and proxy card relating to the 2004 Annual Meeting.

INDEPENDENT PUBLIC ACCOUNTANTS

The Company has been advised that a representative of Ernst & Young LLP, its independent auditors, will be present at the Annual Meeting, will be available to respond to appropriate questions, and will be given an opportunity to make a statement if he or she so desires.

OTHER MATTERS

If any other matters properly come before the Annual Meeting, it is the intention of the person named in the enclosed form of proxy to vote the shares they represent in accordance with the judgments of the persons voting the proxies.

The Annual Report of the Company for the year ending December 31, 2002, was mailed to stockholders together with this proxy statement.

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the internet at the Securities and Exchange Commission's website atwww.sec.gov and on our website atwww.argosycasinos.com. You may also read and copy any document we file with the Securities and Exchange Commission at its public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549, at 233 Broadway, New York, New York 10279 and at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of its public reference facilities. Our Securities and Exchange Commission filings are also available at the office of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060.

You may also request one free copy of any of our filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) by writing or telephoning us at the following address: Erin Williams, Vice President of Investor Relations and Treasurer, Argosy Gaming Company, 219 Piasa Street, Alton, Illinois 62002, telephone (618) 474-7500.

		By Order of the Board of Directors

		Donald J. Malloy Secretary

APPENDIX A

ARGOSY GAMING COMPANY
AUDIT COMMITTEE CHARTER

The audit committee is appointed by the board of directors to assist the board of directors in undertaking and fulfilling its responsibilities. The Audit Committee is responsible for monitoring the integrity of the financial statements of the company; reviewing company compliance with legal and regulatory requirements; the oversight of the independent auditor's qualifications and independence; and the oversight of the performance of the company's internal audit function and independent auditors.

The members of the audit committee shall meet the independence and financial experience requirements of the Securities and Exchange Commission and the New York Stock Exchange, and at least one member of the audit committee shall be a "financial expert" as defined in the rules promulgated by the Securities and Exchange Commission pursuant to Section 407 of the Sarbanes-Oxley Act. The number of members of the audit committee shall be determined by the board of directors, but in no event shall consist of less than three individuals. The members of the audit committee shall be appointed by the board of directors and shall serve terms of such length as the board of directors may determine. No member of the audit committee may simultaneously serve on the audit committee of more than three public companies.

The audit committee shall have the authority to retain special legal, accounting or other consultants to advise the committee. The audit committee shall have the power to conduct or authorize investigations into any matters within the committee's scope of responsibilities. The audit committee may request any officers or employees of the company or the company's outside counsel or independent auditor to attend a meeting of the committee or to meet with any members of, or consultants to, the committee and provide pertinent information as necessary.

The audit committee shall meet at such times and from time to time as it deems appropriate. The audit committee shall report regularly to the board of directors with such recommendations, as the committee may deem appropriate.

On behalf of the board of directors, the audit committee shall:

1.: Review and reassess the adequacy of this charter annually and recommend any proposed changes to the board of directors for approval.
2.: Review with management and the independent auditor the annual audited financial statements and the report thereon, including the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures, and the adequacy of internal controls that could significantly affect the company's financial statements.
3.: Review an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the company's financial statements, including analysis of the effects of alternative GAAP methods on the financial statements.
4.: Review with management and the independent auditor the company's annual audited financial statements and quarterly financial statements prior to the release of quarterly earnings or filing of such statements with the Securities and Exchange Commission, including the company's disclosure under "Management's Discussion and Analysis of Financial Condition and Results of Operations."
5.: In connection with each periodic report of the company, review (i) management's disclosure to the Audit Committee under Section 302 of the Sarbanes-Oxley Act and (ii) the contents of the

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Chief Executive Officer and the Chief Financial Officer certificates to be filed under Sections 302 and 906 of the Sarbanes-Oxley Act.

6.: Meet periodically with management and the independent auditor to review the company's major financial risk exposures and the steps management has taken to monitor and control such exposures.
7.: Discuss earnings press releases, as well as financial information.
8.: Review major changes to the company's auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management.
9.: Appoint and engage the independent auditor, which is ultimately accountable to the Audit Committee. Confirm annually the independence of the independent auditor.
10.: Approve all fees to be paid to the independent auditor. Approve all non-audit services and related fees prior to the start of any work.
11.: Receive and review periodic reports from the independent auditor describing (i) the independent auditor's internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditor, and any steps taken to deal with any such issues, and (iii) (to assess the auditors independence) all relationships between the independent auditor and the company, and to discuss such reports with the auditor, and if so determined by the audit committee recommend that the board of directors take appropriate action to insure the independence of the auditor.
12.: Evaluate the performance of the independent auditor and, if so determined by the audit committee, recommend that the board of directors replace the independent auditor.
13.: Discuss with the independent auditor the matters required to be discussed by the Statement on Auditing Standards No. 61 relating to the conduct of the audit.
14.: Review the appointment and replacement of the senior internal auditing executive. Review and recommend to the Compensation Committee the compensation of the senior internal auditing executive.
15.: Meet with the independent auditor, the internal auditor and management prior to the audit to review the scope, planning and staffing of the audit and coordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, the effective use of audit resources and the use of independent public accountants other than the appointed independent auditor.
16.: Review the significant reports to management prepared by the internal auditing department and management's responses.
17.: Consider and review with the independent auditor and the internal auditor the adequacy of the company's internal controls and any related significant findings and recommendations of the independent auditor and internal auditor together with management's responses thereto.
18.: Review policies and procedures with respect to management expense accounts and perquisites, including their use of corporate assets, and consider the results of any review of these areas by the senior internal auditing executive or the independent auditor.
19.: Obtain reports from management, the company's senior internal auditing executive and the independent auditor that the company's subsidiary/foreign affiliated entities are in conformity with applicable requirements and the company's code of conduct.

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20.: Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the company's response to that letter. Such review should include any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information.
21.: Prepare the report in accordance with the rules of the Securities and Exchange Commission to be included in the company's annual proxy statement.
22.: Advise the board of directors with respect to the company's policies and procedures regarding compliance with applicable laws and regulations and with the company's code of conduct (and the result of the general counsel's review of the company's monitoring compliance with its code of conduct).
23.: Review with the company's general counsel (and outside counsel when appropriate) legal and regulatory matters, if any, that may have a material impact on the financial statements, the company's compliance policies and any material reports or inquiries received from regulators or government agencies.
24.: Meet at least annually with the chief financial officer, the senior internal auditing executive and the independent auditor in separate executive sessions.
25.: Set clear hiring policies for the hiring of employees or former employees of the independent auditors.
26.: Establish and monitor a process that allows any employee or other interested party to anonymously and confidentially report questionable auditing or accounting matters.

The audit committee shall also undertake such additional activities within the scope of its primary function as the committee may from time to time determine or as may otherwise by required by law, the company's bylaws or charter or the board of directors. The duties and responsibilities of a member of the audit committee are in addition of those duties set out for a member of the board of directors of the company. While the audit committee has the responsibilities and powers set forth in this charter, it is not the duty of the audit committee to plan or conduct audits or to determine that the company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent auditor. Nor is it the duty of the audit committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations and the company's code of conduct.

The company shall indemnify, in accordance with and to the fullest extent now or hereafter permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (including, without limitation, an action by or in the right of the company), by reason of his acting as a member of the audit committee against any liability or expense actually or reasonably incurred by such person in respect thereof.

The material in this charter is not soliciting material, is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of the company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date this charter is first included in the company's annual proxy statement filed with the Securities and Exchange Commission and irrespective of any general incorporation language in such filing.

A-3

ARGOSY GAMING COMPANY
2003 PROXY

PLEASE REFER TO THE INTERNET AND TELEPHONE VOTING INSTRUCTIONS.

A.	Election of Directors
1.	The Board of Directors recommends a vote FOR the listed nominees.
01-George L. Bristol			For / /	Withhold / /
02-James B. Perry			For / /	Withhold / /
03-Jimmy F. Gallagher			For / /	Withhold / /
B.	Issue
The Board of Directors recommends a vote FOR the following proposal.
2.	In their discretion, the proxies are authorized to vote upon any other business as may properly come before the meeting.
		For / /	Against / /	Abstain / /

Please sign this proxy and return it promptly whether or not you expect to attend the meeting. You may nevertheless vote in person if you attend. Please sign exactly as your name appears herein. Give full title if an Attorney, Executor, Administrator, Trustee, Guardian, etc. For an account in the name of two or more persons, each should sign, or if one signs, he should attach evidence of his authority.

Dated:		, 2003
Signature
Signature

PROXY

ARGOSY GAMING COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS, APRIL 29, 2003

The undersigned hereby appoints James B. Perry and Dale R. Black, and each of them, attorneys and proxies, with the power of substitution in each of them, to vote for and on behalf of the undersigned at the Annual Meeting of Shareholders of the Company to be held on April 29, 2003, and at any adjournment thereof, upon matters properly coming before the meeting, as set forth in the related Notice of Meeting and Proxy Statement, both of which have been received by the undersigned. Without otherwise limiting the general authorization given hereby, said attorneys and proxies are instructed to vote as follows:

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATION MADE. IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2.

YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.

Internet and Telephone Voting Instructions

You can vote by telephone OR internet! Available 24 Hours a day 7 days a week!

Instead of making your proxy, you may choose one of the two voting methods outlined below to vote your proxy. Have this proxy card in hand when you call.

To vote using the Telephone within U.S. and Canada			To vote using the Internet
•	Call toll free 1-877-233-3090 in the United States or Canada any time on a touch tone telephone. There is NO CHARGE to you for the call.		•	Go to the following web site: *www.computershare.com/us/proxy*
•	Enter the Holder Account Number (excluding the letter "C") and Proxy Acess Number located below.		•	Enter the information requested on your computer screen and follow the simple instructions.
•	Follow the simple recorded instructions.
	Option 1:	To vote as the Board of Directors recommends on ALL proposals: Press 1.
		When asked, please confirm your vote by pressing 1.
	Option 2:	If you choose to vote on EACH proposal separately, press 0 and follow the simple recorded instructions.
HOLDER ACCOUNT NUMBER CO123456789			PROXY ACCESS NUMBER 12345

If you vote by telephone or the internet, please DO NOT mail back this proxy card.

Proxies submitted by telephone or the internet must be received by 12:00 midnight, Central Time, on April 28, 2003.

THANK YOU FOR VOTING.

QuickLinks

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
PROPOSAL #1 ELECTION OF BOARD OF DIRECTORS NOMINEES
EQUITY COMPENSATION PLAN DATA
MANAGEMENT
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
EXECUTIVE COMPENSATION
Summary Compensation Table
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
COMMITTEE REPORTS
PERFORMANCE GRAPH
MARKET FOR REGISTRANT'S COMMON EQUITY AND DIVIDEND POLICY
CERTAIN TRANSACTIONS
STOCKHOLDER PROPOSALS
INDEPENDENT PUBLIC ACCOUNTANTS
OTHER MATTERS
APPENDIX A

Argosy Gaming (AGY) Inactive DEF 14ADefinitive proxy