Schedule 13D/A

0000950123-10-080312.txt : 20100824 0000950123-10-080312.hdr.sgml : 20100824 20100824164512 ACCESSION NUMBER: 0000950123-10-080312 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100824 DATE AS OF CHANGE: 20100824 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERMAN LYLE CENTRAL INDEX KEY: 0000903291 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 130 CHESHIRE LANE CITY: MINNETONKA STATE: MN ZIP: 55350 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAKES ENTERTAINMENT INC CENTRAL INDEX KEY: 0001071255 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 411913991 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54993 FILM NUMBER: 101035587 BUSINESS ADDRESS: STREET 1: 130 CHESHIERE LANE CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6124499092 MAIL ADDRESS: STREET 1: 130 CHESHIRE LANE CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: LAKES GAMING INC DATE OF NAME CHANGE: 19980929 SC 13D/A 1 c05379sc13dza.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3 )*

LAKES ENTERTAINMENT, INC.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

51206P 10 9

(CUSIP Number)

Lyle Berman
c/o Lakes Entertainment, Inc.
130 Cheshire Lane
Minnetonka, MN 55305
(952) 449-7000

With a copy to:

Neil I. Sell, Esq.
Maslon Edelman Borman & Brand, LLP
90 South 7th Street, Suite 3300
Minneapolis, MN 55402
(612-672-8200)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

August 16, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		51206P 10 9

NAMES OF REPORTING PERSONS

Lyle Berman

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) þ

(b) o

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

SOLE VOTING POWER

NUMBER OF

3,968,625 Shares

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

0 Shares

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

3,968,625 Shares

WITH

SHARED DISPOSITIVE POWER

0 Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,968,625 Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

15.0%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

Item 1. Security and Issuer.

This Schedule 13D relates to the common stock, $.01 par value per share (the “Shares”), of Lakes Entertainment, Inc., a Minnesota corporation (the “Company” or the “Issuer”). The address of the Company’s principal executive office is 130 Cheshire Lane, Minnetonka, MN 55305.

Item 2. Identity and Background.

(a)-(c) Lyle Berman, the person filing this Amendment to Schedule 13D (the “Reporting Person”), is the Chairman of the Board and Chief Executive Officer of the Company. His business address is 130 Cheshire Lane, Minnetonka, MN 55305.

(d)-(e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Person used personal funds to obtain the shares of Common Stock which he holds directly.

Item 4. Purposes of Transaction.

The shares of Lakes Entertainment, Inc. Common Stock subject to this Statement are held by the Reporting Person solely for investment purposes. The Reporting Person is the Chairman of the Board and Chief Executive Officer of the Company. Although the Reporting Person has not formulated any other definitive plan, he may from time to time acquire, or dispose of, common stock and/or other securities of the Company if and when he deems it appropriate. The Reporting Person may formulate other purposes, plans or proposals relating to any of such securities of the Company to the extent deemed advisable in light of market conditions, investment policies and other factors.

The Reporting Person has no current plans or proposals which would relate to or would result in any of the following matters:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a), (b) The Reporting Person beneficially owns and has sole voting power and sole power to dispose with respect to 3,968,625 shares of Common Stock, including:

	(i)		3,091,682 shares held by the Lyle A. Berman Revocable Trust;

	(ii)		options to purchase 131,137 shares (held by the Lyle A. Berman Revocable Trust) that may be exercised within 60 days;

	(iii)		422,806 shares held by Berman Consulting Corp. (a Minnesota corporation wholly-owned by the Reporting Person); and

	(iv)		323,000 shares held by Berman Consulting Corp.’s profit sharing plan.

The Reporting Person holds 15.0% of the issuer’s Common Stock. Based upon the most recently filed Form 10-Q, the Issuer has 26,369,377 shares outstanding as of August 9, 2010.

Transaction

Date

No. of Shares

Price per share

Transfer to former spouse pursuant to marriage settlement agreement (see Item 6 below)

8/16/2010

549,984

See Item 6 below

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Agreement, Understandings With Respect to Securities of the Issuer.

In July, 2010, the Reporting Person entered into a Stipulation (the “Stipulation”) with his former spouse, Janis Berman, in connection with their previous divorce settlement. Pursuant to the Stipulation, the Reporting Person transferred to Janis Berman 549,984 shares of common stock of the Company with an aggregate market value of $1,100,000. In the event Ms. Berman intends to sell the shares, the Reporting Person has a right to acquire the shares by paying $1,000,000 in cash plus certain other amounts reflecting interest, within 30 days of receiving notice of Ms. Berman’s intent to sell. The information provided herein is qualified by reference to the full text of the Stipulation, a copy of which is filed as Exhibit 99.1 to this Amendment and incorporated by reference to this Item 6.

Other than as stated above, the Reporting Person has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to the securities of the Company, including, but not limited to, transfer or voting of any securities of the Company, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

Item 7. Exhibits.

99.1

Stipulation between Janis Berman and Lyle Berman entered into in July 2010.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.



Dated: August 20, 2010	/s/ Lyle Berman
	Lyle Berman

EX-99.1 2 c05379exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1



STATE OF MINNESOTA		DISTRICT COURT

COUNTY OF HENNEPIN		FOURTH JUDICIAL DISTRICT

		Family Court Division

In Re the Marriage of		Court File No. 27-FA-263657

Janis Rae Berman,		STIPULATION

	Petitioner,

and

Lyle Arnold Berman,

	Respondent

THIS STIPULATION is made by and between Janis Rae Berman, Petitioner (hereinafter “Wife”) and Lyle Arnold Berman, Respondent (hereinafter “Husband”).

WHEREAS, on the 23rd day of March 2004, the above-named Court entered its Findings of Fact, Conclusions of Law, Order for Judgment, and Judgment and Decree (“Decree”) dissolving the marriage of the parties; and

WHEREAS, Conclusion of Law No. 10 of the Decree required Husband to make three payments to Wife, as a cash property settlement, as follows: (1) $2,000,000 upon entry of the Decree; (2) $3,000,000 on December 31, 2008; and, (3) $1,000,000 upon Husband’s death; and

WHEREAS, Husband made the $2,000,000 payment due upon entry of the Decree, but did not make the $3,000,000 payment due on December 31, 2008; and

WHEREAS, in early 2009, the parties verbally entered an extension agreement (“Extension Agreement”) for the $3,000,000 payment which had been due on December 31, 2008. Under the Extension Agreement, Husband would pay Wife as follows: $1,000,000 immediately; $1,000,000 on January 1, 2010; and $1,000,000 on January 1, 2011; 6% per annum interest would accrue from December 31, 2008, and would be payable monthly, except that any interest accrued between January 1, 2009 and the date of the first $1,000,000 payment (i.e., the payment due immediately under the Extension Agreement), would be due and paid in a lump sum at the same time as the first $1,000,000 payment. In addition, Husband would transfer 1,000,000 shares of Lakes Entertainment, Inc. stock to Wife as collateral for the unpaid moneys; and

WHEREAS, pursuant to the Extension Agreement, Husband did immediately pay Wife $1,000,000, plus interest, and has paid the interest due on the remaining $2,000,000 through January 4, 2010. Husband was unable to make the $1,000,000 payment due January 1, 2010 under the Extension Agreement; and

WHEREAS, the parties have now negotiated another agreement, (“Second Extension Agreement”) for the remaining $2,000,000 due under the Extension Agreement, including interest accruing from January 5, 2010 on the remaining $2,000,000. (The remaining $2,000,000 is sometimes referred to below as “the first $1,000,000” and “the second $1,000,000.”)

WHEREAS, The amounts which Husband has paid and will pay in Paragraph 10 of the Parties’ Judgment and Decree are in exchange for Wife’s marital interest in Husband’s businesses including Lakes Entertainment, Inc.

WHEREAS, the parties agree that in addition to the amounts due under the Second Extension Agreement a $1,000,000 cash property settlement agreement is separately due to Wife but only if she survives Husband, upon Husband’s death, as detailed in Conclusion of Law No. 10 C of their Divorce Decree; and

NOW THEREFORE, it is hereby stipulated and agreed between the parties as follows:

1. Husband shall transfer to Wife Lakes Entertainment, Inc., stock (hereinafter “stock”), such that the total value of the stock at the time of transfer is $1,100,000. (For example, if the value at time of transfer is $4.00 per share, then Husband shall transfer to Wife certificates representing 275,000 (1,100,000/4 = 275,000). Within 30 days of the execution of this Stipulation, Husband shall execute any forms necessary for the transfer of such stock to Wife. Wife shall keep the stock certificates transferred at the Chicago office of UBS for safekeeping. Husband’s transfer of stock to Wife is incident to their divorce under Internal Revenue Code § 1041, and hence not subject to State or Federal taxation.

2. Commencing January 5, 2010 until the date on which the stock is sold, 6% per annum interest due on the first $1,000,000, the unpaid portion of this interest shall be paid upon the sale of the stock, as detailed below in Paragraph 5.

3. Wife shall not sell the stock until at least six (6) months after its transfer to her. Her doing so would place in her violation of applicable securities law. Wife agrees to indemnify Husband and Lakes Entertainment, Inc. for any and all costs, including legal fees, they might incur as a result of her breach of this paragraph.

4. Wife shall give Husband thirty (30) days written notice of her intent to sell the stock. Within (30) thirty days of Wife’s giving such notice, Husband may redeem the stock by paying the first $1,000,000 in full, plus any interest that has accrued on it and the interest that has accrued on the second $1,000,000, which is dealt with below in Paragraph 6. If Husband does so, Wife shall return the stock to him and execute and deliver to Husband any documents necessary to Wife’s transfer to Husband under this paragraph is incident to their divorce under Internal Revenue Code 5104, and hence not subject to State or Federal Taxation.

5. If Husband has not made the payments in full within thirty (30) days of Wife’s written notice and Wife sells the stock, Husband shall pay any costs of sale and Wife’s capital gains taxes on the sale. Wife shall sell the stock though Husband’s stockbroker, Frank Quinn of UBS. If Mr. Quinn is not available, she may use any stockbroker in the Chicago office of UBS to sell the stock. From the sale of the stock, Wife shall receive the first $1,000,000 net of any costs of sale or capital gains taxes, plus any interest then due on the first $1,000,000 and the second $1,000,000. If the stock sale proceeds are insufficient to pay the first $1,000,000 net plus the interest detailed in the preceding sentences, then Husband shall make a cash payment to Wife for the remaining obligation within fifteen (15) days. If the stock sale proceeds exceed the $1,000,000 net payment, plus the interest due, Husband shall receive a credit for such amount on the second $1,000,000 pursuant to Paragraph 6 below.

6. Interest due on the second $1,000,000 shall be paid on a monthly basis after the stock sale detailed in Paragraphs 1-5. Husband shall pay Wife the second $1,000,000 no later January l, 2011, plus any interest unpaid on it.

IN WITNESS WHEREOF, the parties have set their hands effective on the date set forth below.


/s/ Janis Rae Berman		/s/ Lyle A. Berman
Janis Rae Berman,		Lyle Arnold Berman,
Petitioner/Wife		Respondent/Husband