SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
|X| Preliminary Information Statement Confidential, for Use of the Commission
Definitive Information Statement Only (as permitted by Rule 14c-5(d)(2))
COAST RESORTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (check the appropriate box):
|X| No fee required.
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined): $12.60
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
COAST RESORTS, INC.
4500 West Tropicana Avenue
Las Vegas, Nevada 89103
May __, 2002
Dear Stockholder:
I am writing to inform you of a proposed amendment to the Articles of
Incorporation of Coast Resorts, Inc. (the "Company") to: (i) change the name of
the Company to "Coast Casinos, Inc."; and (ii) change the maximum number of
Board of Directors that may be elected by the stockholders from nine to
thirteen. Holders of more than a majority of the issued and outstanding shares
of common stock of the Company have approved the amendment to the Articles of
Incorporation. Therefore, this Information Statement is being furnished to
stockholders of the Company for informational purposes only.
The Board of Directors of the Company has unanimously approved the
amendment to the Articles of Incorporation.
The accompanying Information Statement describes in more detail the
amendment to the Articles of Incorporation. I urge you to read the accompanying
materials carefully.
Sincerely,
Michael J. Gaughan,
Chairman of the Board
and Chief Executive Officer
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Preliminary Copy
COAST RESORTS, INC.
4500 West Tropicana Avenue
Las Vegas, Nevada 89103
INFORMATION STATEMENT
May ___, 2002
This Information Statement is being furnished to the stockholders of Coast
Resorts, Inc., a Nevada corporation (the "Company"), in connection with a
proposed amendment (the "Amendment") to the Company's Articles of Incorporation
to; (i) change the name of the Company to "Coast Casinos, Inc."; and (ii) change
the maximum number of Board of Directors that may be elected by the stockholders
from nine to thirteen.
The Board of Directors of the Company has unanimously approved the
Amendment.
As of May 16, 2002, there were 1,461,177.94 shares of the Company's common
stock issued and outstanding. The approval of the Amendment requires the
approval of holders of a majority of the issued and outstanding stock, with each
share being entitled to one vote on each matter. Holders of more than a majority
of the issued and outstanding shares of common stock of the Company have
approved the Amendment; no other stockholder approval is required. None of the
stockholders will have the right to dissent in connection with the Amendment.
This Information Statement is being furnished to you for informational purposes
only.
This Information Statement is first being mailed on or about May __, 2002
to the stockholders of record of the Company as of the close of business on May
__, 2002.
We are not asking you for a proxy and you are requested not to send us a
proxy.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION
TO CHANGE THE COMPANY'S NAME AND INCREASE
THE SIZE OF THE BOARD OF DIRECTORS
Subject to stockholder approval, the Board of Directors approved on May __,
2002, and has recommended that the stockholders approve, an amendment (the
"Amendment") to Article I of the Company's Articles of Incorporation to; (i)
change the Company's name to "Coast Casinos, Inc."; and (ii) Article V of the
Company's Articles of Incorporation to change the maximum number of Board of
Directors that may be elected by the stockholders from nine to thirteen.
The Board of Directors believes that it is in the best interests of the
Company and its stockholders to change its name because the new name will more
accurately reflect the business of the Company. The Board believes that the
Company's name should reflect its present business so that potential investors
and the public at large can more easily identify the Company's existing business
focus.
The Board of Directors also believes that it is in the best interest of the
Company and its Stockholders to increase the number of directors that may be
elected to serve on the Company's Board of Directors from nine to thirteen. This
will allow for greater flexibility in determining the composition of the Board
of Directors.
Approval of the Amendment requires the affirmative vote of the holders of
at least a majority of the issued and outstanding shares of common stock of the
Company. Holders of more than a majority of the issued and outstanding shares of
common stock have indicated to the Company's Board of Directors that they intend
to approve the Amendment; no other stockholder approval is required.
BENEFICIAL OWNERSHIP OF SHARES
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock as of April 5, 2002 by (i) each person
who, to the knowledge of the Company, owns more than 5% of the outstanding
common stock, (ii) each director of the Company, (iii) each executive officer
(the "Named Executive Officers") of the Company whose compensation exceeded
$100,000 in all capacities in which they served and (iv) all directors and Named
Executive Officers of the Company as a group.
Number
Name (1) of Shares Percent
Michael J. Gaughan............................ 457,928.97 31.3%
Jerry Herbst.................................. 265,488.08 18.2%
Jimma Lee Beam................................ 104,529.41 7.1%
Franklin Toti................................. 99,776.47 6.8%
J. Tito Tiberti(2)............................ 90,151.47 6.2%
Harlan D. Braaten(3).......................... 30,415.00 2.0%
F. Michael Corrigan........................... 5,263.24 *
Joseph Blasco................................. 500.00 *
Charles Silverman............................. 500.00 *
Gage Parrish(3)............................... 5,000.00 *
All directors and executive officers as a
group (nine persons).......................... 955,023.23 63.8%
____________
* Less than one percent.
(1) The address of Messrs. Gaughan and Toti is 4500 West Tropicana Avenue, Las
Vegas, Nevada 89103. The address of Mr. Herbst is 5195 Las Vegas Boulevard
South, Las Vegas, Nevada 89119. The address of Mr. Tiberti is 1806 South
Industrial Road, Las Vegas, Nevada 89102. The address of Ms. Beam is 2409
Windjammer Way, Las Vegas, Nevada 89107. The address of Mr. Corrigan is
4100 West Flamingo Road, Las Vegas, Nevada 89103.
(2) Includes 600 shares held by trusts for the benefit of Mr. Tiberti's
children and 2,000 shares held by a partnership of which trusts for the
benefit of Mr. Tiberti's children are indirect partners, as to which Mr.
Tiberti disclaims beneficial ownership.
(3) Reflects shares that may be purchased upon exercise of a stock option.
There is no public market for the Company's common stock.
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OTHER MATTERS
The Company is presenting no other matters to a vote of the stockholders.
By Order of the Board of Directors
J. Tito Tiberti
Secretary
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