0000903423-13-000235.txt : 20130404 0000903423-13-000235.hdr.sgml : 20130404 20130404105942 ACCESSION NUMBER: 0000903423-13-000235 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130404 DATE AS OF CHANGE: 20130404 GROUP MEMBERS: EDWARD A. MULE GROUP MEMBERS: ROBERT J. O'SHEA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Affinity Gaming CENTRAL INDEX KEY: 0001499268 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 020815199 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85867 FILM NUMBER: 13742042 BUSINESS ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: (702) 341-2400 MAIL ADDRESS: STREET 1: 3755 BREAKTHROUGH WAY STREET 2: SUITE 300 CITY: LAS VEGAS STATE: NV ZIP: 89135 FORMER COMPANY: FORMER CONFORMED NAME: Affinity Gaming, LLC DATE OF NAME CHANGE: 20110630 FORMER COMPANY: FORMER CONFORMED NAME: Herbst Gaming, LLC DATE OF NAME CHANGE: 20100816 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SPH Manager, LLC CENTRAL INDEX KEY: 0001509924 IRS NUMBER: 270712111 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TWO GREENWICH PLAZA, FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-548-4200 MAIL ADDRESS: STREET 1: TWO GREENWICH PLAZA, FIRST FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 sph-13da8_0404.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13D
(Rule 13d-101)
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
 
 
AFFINITY GAMING
________________________________
 
(Name of Issuer)
 
 
Common Stock, par value $0.001 per share
________________________________
 
(Title of Class of Securities)
 
 
Not Applicable
________________________________
 
 (CUSIP Number)
 
Frederick H. Fogel
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
203-542-4200
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
April 3, 2013
________________________________
 
 (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 240.13d-7 for other parties to whom copies are to be sent.
 SCHEDULE 13D
 
 CUSIP NO.   Not Applicable
  
 1
 NAMES OF REPORTING PERSONS
  
      SPH Manager, LLC
  
     
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)o
 (b)x
 3
SEC USE ONLY
4
 SOURCE OF FUNDS
  
 
OO, WC
  
 5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 o
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
 Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
 SOLE VOTING POWER*
  
 
 5,047,636
  
8
SHARED VOTING POWER*
  
 
-0-
  
 9
SOLE DISPOSITIVE POWER*
  
 
 5,047,636
  
 10
 SHARED DISPOSITIVE POWER*    
                             -0-
  
 11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
  
 
5,047,636
  
 12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)  EXCLUDES CERTAIN SHARES
 o
     
 13
PERCENT OF CLASS REPRESENTED IN ROW (11)*
  
 
24.9% (1)
  
 14
 TYPE OF REPORTING PERSON
  
 
IA, PN
  
*See Item 5.
 
1
The percentages used herein and in the rest of this Schedule 13D/A are calculated based upon 20,268,339 outstanding common units as of April 1, 2013, as reported on the Issuer’s Form 10-K filed on April 1, 2013. 
 
 
 
 
 SCHEDULE 13D
 
 CUSIP NO.  Not Applicable
  
 1
 NAMES OF REPORTING PERSONS
  
      Edward A. Mulé
  
     
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)o
 (b)x
 3
SEC USE ONLY
4
 SOURCE OF FUNDS
  
 
OO, WC
  
 5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 o
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
 SOLE VOTING POWER*
  
 
 -0-
  
8
SHARED VOTING POWER*
  
 
5,047,636
  
 9
SOLE DISPOSITIVE POWER*
  
 
  -0-
  
 10
 SHARED DISPOSITIVE POWER*
                          5,047,636
  
 11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
  
 
5,047,636
  
 12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)  EXCLUDES CERTAIN SHARES
 o
     
 13
PERCENT OF CLASS REPRESENTED IN ROW (11)*
  
 
24.9% (1)
  
 14
 TYPE OF REPORTING PERSON
  
 
IN
  
*See Item 5.
 
 
 
 
 
SCHEDULE 13D
 
 CUSIP NO.  Not Applicable
  
 1
 NAMES OF REPORTING PERSONS
  
      Robert J. O’Shea
  
     
 2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)o
 (b)x
 3
SEC USE ONLY
4
 SOURCE OF FUNDS
  
 
OO, WC
  
 5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 o
 6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
 
 United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
 SOLE VOTING POWER*
  
 
 -0-
  
8
SHARED VOTING POWER*
  
 
5,047,636
  
 9
SOLE DISPOSITIVE POWER*
  
 
  -0-
  
 10
 SHARED DISPOSITIVE POWER*         
                             5,047,636
  
 11
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
  
 
5,047,636
  
 12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11)  EXCLUDES CERTAIN SHARES
 o
     
 13
PERCENT OF CLASS REPRESENTED IN ROW (11) *
  
 
24.9% (1)
  
 14
 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
  
 
IN
  
*See Item 5.
 
    
 
 
 


    This Amendment No. 8 (“Amendment No. 8”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on May 7, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on October 31, 2012, Amendment No. 2 filed by the Reporting Persons on November 5, 2012, Amendment No. 3 filed by the Reporting Persons on December 14, 2012, Amendment No. 4 filed by the Reporting Persons on February 19, 2013, Amendment No. 5 filed by the Reporting Persons on March 11, 2013, Amendment No. 6 filed by the Reporting Persons on March 12, 2013 and Amendment No. 7 filed by the Reporting Persons on March 18, 2013 (as amended as of the date hereof, the “Schedule 13D”).  Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 8 shall have the meaning assigned to such term in the Schedule 13D.
 
Item 4.  Purpose of Transaction.

Item 4 is hereby supplemented as follows:

On April 3, 2013, representatives of the Issuer advised representatives of the Reporting Persons that the Board had met and resolved to recommend the election of the Nominees and the proposal to expand the Board from five members to seven at the Annual Meeting.

Item 7.  Material to be filed as Exhibits

   Exhibit 99.04: Joint Filing Agreement, dated April 4, 2013. 


 
 
 
 
 
SIGNATURES
 

      
    After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
  

Date:   April 4, 2013
 
 
 
 
   
SPH MANAGER, LLC
       
   
By:
/s/ Edward A. Mulé
     
Name:  Edward A. Mulé
     
Title:    Member
 
 
   
EDWARD A. MULÉ
 
/s/ Edward A. Mulé
 
   
ROBERT J. O’SHEA
 
/s/ Robert J. O’Shea
 
 
 
 
 
 EX-99.4 2 sph13da8-ex994_0404.htm Unassociated Document
 
 

 
Exhibit 99.04
 
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D
 
The undersigned hereby agree as follows:
 
(i)           Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
 
(ii)          Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: April 4, 2013
 

 
 
SPH MANAGER, LLC
       
  By:
/s/ Edward A. Mulé
  Name:
  Edward A. Mulé
  Title:
  Member
       
 
 
EDWARD A. MULÉ
 
/s/ Edward A. Mulé
 
 
     
 
ROBERT J. O’SHEA
 
/s/ Robert J. O’Shea