Name Amount and Nature of Beneficial Ownership
Number of Shares
Beneficially Owned Number of Shares Total Number
Excluding Shares Subject to Options of Shares
Subject to Options<F1> Beneficially Owned<F2> Beneficially Owned Percent
J.K. Houssels<F3, F5> 1,137,087<F4> 16,000 1,153,087 7.0
William C. Richardson 6,000 13,000 19,000 *
John D. Gaughan<F5> 174,824<F6> 13,000 187,824 1.1
Jeanne S. Stewart<F5> 376,686 13,000 389,686 2.4
Frank A. Modica 0 7,000 7,000 *
H. Gregory Nasky 15,827<F7> 12,000 27,827 *
J. Kell Houssels, III<F5> 131,717<F8> 16,000 147,717 *
George A. Zettler 3,405 7,000 10,405 *
Carolyn M. Sparks<F5> 217,206<F9> 6,000 223,206 1.4
Herbert R. Wolfe<F10> 4,550 12,000 16,550 *
R. Craig Bird<F11> 16,350 12,000 28,350
Mark J. Miller<F12> 12,700 12,000 24,700
All directors and executive
officers as a group
(19 persons) 2,142,052 289,000 2,431,052 14.5
Bankers Trust New York
Corporation 1,109,870<F13> 0 1,109,870 6.7
FMR Corp. 1,160,000<F14> 0 1,160,000 7.0
*Beneficial ownership does not exceed 1% of the outstanding
<F1>Unless otherwise specifically stated herein, each person has
sole voting power and sole investment power as to the identified
Common Stock ownership.
<F2>Shares subject to will all become exercisable under the
Showboat Merger Agreement.
<F3>Mr. Houssels may be deemed to be a control person.
Mr. Houssels is the Chairman of the Board of the Company.
<F4>Mr. Houssels' shareholdings include 11,450 shares held in his
individual retirement account and 1,119,637 shares as a trustee
of the J.K. and Nancy Houssels 1992 Trust No. 1. He disclaims
beneficial ownership of 7,000 shares owned by his wife and 35,700
shares beneficially owned by dependent children pursuant to the
J.K. Houssels, Jr. 1976 Trust Agreement and such shares are
excluded from this table.
<F5>In connection with the Showboat Merger Agreement, on December
18, 1997 certain individual stockholders of the Company executed
Stockholder Support Agreements, pursuant to which these
individuals agreed to (i) vote all of their shares in favor of
the Showboat Merger; and (ii) subject to certain limited
exceptions, refrain from directly or indirectly transferring or
disposing of any portion of their shares.
<F6>Mr. Gaughan's shareholdings include 86,000 shares held by
Exber, Inc., a Nevada corporation controlled by Mr. Gaughan.
<F7>Mr. Nasky is an Executive Vice President and Secretary of the
Company. Mr. Nasky's shareholdings include 1,302 shares owned by
Mr. Nasky's wife over which he does not have voting or investment
<F8>Mr. Houssels, III is the President and Chief Executive
Officer of the Company. Mr. Houssels, III's shareholdings
include 35,700 shares beneficially owned by him as trustee of the
J.K. Houssels, Jr. 1976 Trust Agreement.
<F9>Mrs. Sparks' shareholdings include 41,635 shares beneficially
owned by her as co-trustee of the Fred L. Morledge and Malvina W.
Morledge Family Trust and 161,563 shares beneficially owned by
her as co-trustee of the Sparks Family Trust; and 7,000 shares
beneficially owned as custodian for her daughter.
<F10>Mr. Wolfe is the President and Chief Executive Officer of
Atlantic City Showboat, Inc.
<F11>Mr. Bird is the Executive Vice President Strategic
Financing/Investor Relations and Chief Financial Officer of
<F12>Mr. Miller is the Executive Vice President Financial
Administration of Showboat, Inc.
<F13>Bankers Trust New York Corporation ("BTNYC"), the parent
holding company of Bankers Trust Company and indirect parent
holding company of BT Australia Limited, reported on a Schedule
13G/A filed on February 17, 1998, Bankers Trust & Company and BT
Australia Limited have sole investment power with respect to
246,500 and 863,270, respectively, of such shares and sole voting
power with respect to 79,000 and 863,270, respectively, of such
shares. BTNYC'S address is 280 Park Avenue, New York, New York
<F14>FMR Corp. reported on a Schedule 13G/A filed February 11,
1998, that a wholly-owned subsidiary, Fidelity Management &
Research Company ("Fidelity"), a registered investment advisor to
various investment companies. Fidelity has sole investment power
(but does not have voting power) with respect to the shares. FMR
Corp.'s address is 82 Devonshire Street, Boston, Massachusetts