ALST CASINO HOLDCO, LLC
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(Name of Issuer)
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Common Units
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(Title of Class of Securities)
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N/A
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(CUSIP Number)
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July 26, 2012
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
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o |
Rule 13d-1(b)
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x |
Rule 13d-1(c)
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o |
Rule 13d-1(d)
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*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.
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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).
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CUSIP No.
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SCHEDULE 13G |
Page 2 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
North LV Holdco II LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
85,086 Common Units
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
85,086 Common Units
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,086 Common Units
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.7%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
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SCHEDULE 13G |
Page 3 of 7
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1
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NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ALST Casino Voteco I, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
85,086 Common Units
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
85,086 Common Units
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,086 Common Units
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.7%
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12
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TYPE OF REPORTING PERSON
OO
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CUSIP No.
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SCHEDULE 13G |
Page 4 of 7
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ITEM2.
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(a)
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Name of Issuer:
ALST Casino Holdco, LLC
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(b)
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Address of Issuer’s Principal Executive Offices:
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2711 Centerville Road, Suite 400
Wilmington, DE 19808
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ITEM 2.
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(a)
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Name of Persons Filing:
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North LV Holdco II LLC
ALST Casino Voteco I, LLC
This statement is filed by (i) North LV Holdco II LLC (“North LV II”) with respect to common units of the Issuer (the “Common Units”), of which it is the holder of record; and (ii) ALST Casino Voteco I, LLC (“Voteco I”), which exercises investment and voting power with respect to the Common Units held by North LV II. Based on the foregoing relationships, Voteco I may be deemed to beneficially own the Common Units held by North LV II. Voteco I disclaims beneficial ownership of such Common Units.
Ellis Landau, the sole member of Voteco I, will separately file a Schedule 13D as the sole member of Voteco I with respect to his deemed beneficial ownership of the Common Units held by North LV II and will disclaim beneficial ownership of such Common Units.
North LV II and Voteco I have entered into a Joint Filing Agreement, a copy of which is incorporated herein by reference as Exhibit 1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended.
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(b)
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Address of Principal Business Office, or if None, Residence:
The principal business office for all persons filing is:
c/o Ellis Landau
395 E. Sunset Road
Las Vegas, NV 89119
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(c)
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Citizenship:
See Item 4 of each cover page.
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(d)
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Title of Class of Securities:
Common Units, no par value
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(e)
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CUSIP Number:
N/A
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CUSIP No.
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SCHEDULE 13G |
Page 5 of 7
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ITEM 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[__] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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(f)
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[__] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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(g)
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[__] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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[__] A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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[__] Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
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ITEM 4.
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OWNERSHIP
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The following information is presented with respect to each of North LV II and Voteco I:
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(a)
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Amount beneficially owned:
See Item 9 of each cover page.
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(b)
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Percent of class:
See Item 11 of each cover page. Calculation of percentage ownership in this Schedule 13G is based on a total of 432,213 Common Units outstanding as of July 16, 2012.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
See Item 5 of each cover page.
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(ii)
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Shared power to vote or to direct the vote:
See Item 6 of each cover page.
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(iii)
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Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page.
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(iv)
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Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page.
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
N/A
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
N/A
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CUSIP No.
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SCHEDULE 13G |
Page 6 of 7
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
See response in Item 2(a) above.
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
N/A
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP.
N/A
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ITEM 10.
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CERTIFICATIONS.
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CUSIP No.
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SCHEDULE 13G |
Page 7 of 7
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NORTH LV HOLDCO II LLC
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||||||
By:
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ALST Casino Voteco I, LLC,
its Voting Member
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By: |
/s/ Ellis Landau
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Name: Ellis Landau | ||||||
Title: Sole Member | ||||||
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ALST CASINO VOTECO I, LLC
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By: |
/s/ Ellis Landau
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Name: Ellis Landau | ||||||
Title: Sole Member | ||||||
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Exhibit No.
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Description
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1
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Joint Filing Agreement, dated August 3, 2012, between North LV Holdco II LLC and ALST Casino Voteco I, LLC
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NORTH LV HOLDCO II LLC
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||||||
By:
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ALST Casino Voteco I, LLC,
its Voting Member
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By: |
/s/ Ellis Landau
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Name: Ellis Landau | ||||||
Title: Sole Member | ||||||
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ALST CASINO VOTECO I, LLC
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By: |
/s/ Ellis Landau
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Name: Ellis Landau | ||||||
Title: Sole Member | ||||||
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