-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WUff222UIFMqhLqrrdTO9c4dk7QxQYsp/vvLwNY1W9KgQuVHN/pzjl+IRtBZHNqH IhzI0rJukX2VoahcToMQBg== 0000947871-98-000007.txt : 19980121 0000947871-98-000007.hdr.sgml : 19980121 ACCESSION NUMBER: 0000947871-98-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980120 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE GAMING CORP CENTRAL INDEX KEY: 0000002491 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880104066 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-33235 FILM NUMBER: 98509120 BUSINESS ADDRESS: STREET 1: 6601 S. BERMUDA RD. CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7022707600 MAIL ADDRESS: STREET 1: 4380 BOULDER HIGHWAY CITY: LAS VEGAS STATE: NV ZIP: 89121 FORMER COMPANY: FORMER CONFORMED NAME: UNITED GAMING INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GAMING & TECHNOLOGY INC DATE OF NAME CHANGE: 19890206 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED PATENT TECHNOLOGY INC DATE OF NAME CHANGE: 19830519 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILMS ALFRED H CENTRAL INDEX KEY: 0001053174 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2, BUS 6, ST. JANSVLIET CITY: BELGIUM STATE: C9 ZIP: 00000 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------------------------- SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12) ALLIANCE GAMING CORPORATION (Name of Issuer) Common Stock, Par Value $.10 per Share (Title of Class of Securities) 36465410 (CUSIP Number) David W. Heleniak, Esq. Shearman & Sterling 599 Lexington Avenue New York, New York 10022 Telephone: (212) 848-4000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 19, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|. CUSIP No. 36465410 (1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Alfred H. Wilms ----------------------------------------------------------------------- No Social Security Number ----------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of Group (See Instructions) |_| (a) ----------------------------------------------------------------------- |_| (b) ----------------------------------------------------------------------- (3) SEC Use Only ----------------------------------------------------------- ----------------------------------------------------------------------- (4) Sources of Funds (See Instructions) PF, BK, OO ----------------------------------- ----------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e). --------------------------------------------------------- ----------------------------------------------------------------------- (6) Citizenship or Place of Organization Belgium --------------------------------- ----------------------------------------------------------------------- ------ Number of (7) Sole Voting Power 7,034,082 Shares ---------------------------- Beneficially ---------------------------------------------- Owned by (8) Shared Voting Power 0 Each -------------------------- Reporting ---------------------------------------------- Person (9) Sole Dispositive Power 7,034,082 With ---------------------- ------ ---------------------------------------------- (10) Shared Dispositive Power 0 -------------------- ---------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,034,082 ---------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ----------------------------------------------------------------------- ----------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 20.8% ----------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN --------------------------- 2 Item 1. Securities and Issuer. Alfred H. Wilms (the "Reporting Person") hereby amends, supplements and restates his Schedule 13D as previously amended, originally filed January 9, 1984, relating to the shares of common stock, par value $.10 per share ("Issuer Common Stock"), of Alliance Gaming Corporation, a Nevada corporation (the "Issuer"), with principal executive offices at 6601 South Bermuda Rd., Las Vegas, Nevada 89119. This is the first amendment to the Reporting Person's Schedule 13D to be filed electronically. Item 2. Identity and Background. This statement is being filed by the Reporting Person, a citizen of Belgium. The Reporting Person has a business address at 2, BUS 6, St. Jansvliet, 2000 Antwerp, Belgium. The Reporting Person engages in investment in, and management of, real estate, leisure activity businesses and the gaming business. During the last five years, the Reporting Person has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a 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. Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person's interest in shares of Issuer Common Stock was initially acquired through Omega Enterprises, Inc. ("Omega") which filed the original Statement on Schedule 13D on January 9, 1984. Omega acquired 4,000,000 Shares of Issuer Common Stock on November 17, 1983 for $1,200,000 in cash. This purchase was made pursuant to an Agreement dated September 22, 1983 between the Issuer and Omega. Such Agreement was filed as an exhibit to the original Statement on Schedule 13D. The Reporting Person was Chairman of the Board and Vice-President of Omega at the time of such purchase. On March 5, 1984, the Reporting Person purchased 76,000 shares of Issuer Common Stock for a total consideration of $158,750. All such funds represented personal funds of the Reporting Person. On April 2, 1984, the Reporting Person's holdings were reduced to 56,000 shares of Issuer Common Stock in a 1 for 5 stock split. 3 Between April 3, 1984 and November 7, 1989, the Reporting Person acquired an aggregate of 110,470 shares of Issuer Common Stock through open market purchases and disposed of an aggregate of 8,102 shares of Issuer Common Stock on the open market as follows: Date No. of Shares Purchased (Sold) Price Per Share ---- ------------------------------ --------------- 04/03/84 5,000 2.0000 04/04/84 5,000 2.1875 04/05/84 10,000 2.1875 10/10/84 559 1.6400 10/10/84 1,018 1.9800 10/10/84 750 3.0000 10/10/84 1,107 1.7500 08/14/85 1,341 1.3750 08/14/85 850 2.5000 08/14/85 808 2.6875 09/16/86 622 2.4100 09/16/86 593 2.5300 09/16/86 750 2.0000 09/16/86 1,572 2.6200 12/29/86 32,500 6.0000 03/18/87 (3,116) 1.0000 10/22/87 2,000 4.1250 10/22/87 4,000 4.2500 10/22/87 5,000 3.6875 10/22/87 5,000 3.8175 10/23/87 2,300 4.2500 10/26/87 3,500 4.1250 10/26/87 5,000 4.2500 10/27/87 15,000 4.0625 12/08/87 1,200 3.8750 06/24/88 (2,493) 1.0000 11/21/88 (2,493) 1.0000 11/07/89 5,000 10.0000 On December 31, 1984, the Reporting Person acquired 2,624,067 shares of Issuer Common Stock as a result of the merger of Omega Inc. into the Issuer. No funds were expended, because the consideration involved the corporate assets of Omega pursuant to the terms of the merger. 4 On June 1, 1988, the Reporting Person acquired 499,634 shares of Issuer Common Stock. This purchase was made pursuant to a Stock Purchase Agreement dated May 2, 1988 between the Reporting Person and the Issuer at a price of $3.4125 per share, aggregating $1,705,000, which price constituted 70% of the average closing prices of the Issuer Common Stock reported by NASDAQ on its National Market System during the 30 trading days immediately prior to the execution of such agreement. Such agreement was filed as an exhibit to Amendment No. 6 to the Reporting Person's Schedule 13D. The consideration for this purchase was the surrender and cancellation by the Reporting Person of a promissory note payable to him by the Issuer in the principal amount of $1,705,000. No cash funds were involved. On June 24, 1988, the Reporting Person acquired 450,000 shares of Issuer Common Stock for an aggregate purchase price of $2,497,500 in cash from his personal funds. This purchase was made pursuant to an Agreement dated June 20, 1988 among Elizabeth M. Fulton, the Issuer, and the Reporting Person. Such agreement was filed as an exhibit to Amendment No. 7 to the Reporting Person's Schedule 13D. On May 15, 1990, the Reporting Person acquired 1,202,013 shares of Issuer Common Stock at a price of $8.3194 per share, aggregating $10,000,000, which price constituted 90% of the average closing prices of Issuer Common Stock for the 20 days prior to the execution of such agreement. This purchase was made pursuant to a Stock Purchase Agreement dated April 30, 1990 between the Issuer and the Reporting Person. Such agreement was filed as an exhibit to Amendment No. 8 to the Reporting Person's Schedule 13D. The funds used by the Reporting Person to make such purchase were obtained pursuant to a bank loan from Banque Bruxelles Lambert S.A. pursuant to a Loan Agreement between such bank and the Reporting Person. Such loan agreement was filed as an exhibit to Amendment No. 9 to the Reporting Person's Schedule 13D. On December 17, 1991, the Reporting Person received 100,000 shares of Issuer Common Stock from the Issuer as compensation for services rendered to the Issuer. In March 1992 the Reporting Person received a warrant to purchase up to 200,000 shares of Issuer Common Stock at $2.50 per share, subject to adjustment, as a commitment fee for a loan to Video Services, Inc., a majority controlled subsidiary of the Issuer ("VSI") of up to $6,500,000. On October 31, 1993, upon the funding of the balance of such loan to VSI, the Reporting Person received an additional warrant to purchase up to an additional 1,800,000 shares of Issuer Common Stock at $2.50 per share, subject to adjustment. This loan has been repaid in full. The Amended Warrant Agreement between the Issuer and the Reporting Person was filed as an exhibit to Amendment No. 11 to the Reporting Person's Schedule 13D. 5 Item 4. Purpose of Transaction. The Reporting Person continues to hold the Issuer Common Stock for the purpose of making an investment in the Issuer and not with the present intention of acquiring control of the Issuer's business. The Reporting Person may transfer up to an aggregate of 50% of his holdings of Issuer Common Stock to members of his family. The Reporting Person from time to time intends to review his investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's securities in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time. If the Reporting Person believes that further investment in the Issuer is attractive, whether because of the market price of the Issuer's securities or otherwise, he may acquire shares of Issuer Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Person may determine to dispose of some or all of the Issuer Common Stock currently owned by the Reporting Person or otherwise acquired by the Reporting Person either in the open market or in privately negotiated transactions. As described in Item 6 below, in the period September through early December 1997, the Reporting Person was involved in discussions with representatives of Kirkland Investment Corporation ("KIC") concerning possible amendments to or clarification of the Stockholders Agreement (described in Item 6) concerning the Reporting Person's representation on the Issuer's board of directors. No agreement with respect to any such amendment or clarification has been reached. The Reporting Person and KIC are not currently involved in such discussions and there can be no assurance that any agreement concerning the Representation Ratio will be reached. The Reporting Person has informed KIC that the Reporting Person considers KIC to be in breach of the Stockholders Agreement and that the Reporting Person may commence legal or other action with respect thereto. Except as set forth above, the Reporting Person has not formulated any plans or proposals which relate to or would result in: (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 involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be 6 deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. (a) As of the date hereof, the Reporting Person beneficially owns 7,034,032 shares of Issuer Common Stock (20.8% of outstanding) which is composed of 5,034,032 outstanding shares presently owned by the Reporting Person and 2,000,000 shares which could be acquired by the Reporting Person within 60 days upon the exercise of certain warrants described below. For purposes of the percentage calculation set forth herein, such 2,000,000 shares are considered to be issued and outstanding. (b) Subject to the terms of his irrevocable proxy and the Stockholders Agreement, as amended, described below and filed as exhibits to Amendment No. 11 to the Reporting Person's Schedule 13D, the Reporting Person has sole power to vote or dispose of the 5,034,032 shares and will have sole power to vote and dispose of the 2,000,000 shares which are issuable to the Reporting Person upon his exercise of the warrants. (c) On September 14, 1993, the Reporting Person, the Issuer, VSI and the Reporting Person's affiliate, Continental Trust Company ("CTC"), executed and delivered the VSI Agreements (described below). As described in Amendment No. 10 to the Reporting Person's Schedule 13D, in March 1992 the Reporting Person received a warrant to purchase up to 200,000 shares of Issuer Common Stock at $2.50 per share, subject to adjustment, as a commitment fee for a loan to VSI of up to $6,500,000. On October 31, 1993 upon the funding of the balance of such loan to VSI, the Reporting Person received an additional warrant to purchase up to an additional 1,800,000 shares of Issuer Common Stock at $2.50 per share, subject to adjustment. This loan has been repaid in full. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On June 25, 1993, the Issuer announced that it had entered into a Letter Agreement, dated June 25, 1993, among the Issuer, Kirkland-Ft. Worth Investment Partners, L.P. ("KFW"), Kirkland Investment Corporation, the general partner in KFW ("KIC"), acting in its individual capacity, and, as to certain provisions, the Reporting Person (the "Kirkland Letter Agreement"). On June 25, 1993, the Issuer also announced that it had entered into a second Letter Agreement, also dated June 25, 1993, among the Issuer, Gaming Systems Advisors, L.P., an affiliate of KFW ("GSA"), and, as to a particular provision, the Reporting Person (the "GSA Advisory Agreement"). On September 21, 1993, the Issuer consummated the issuance of its Convertible Debentures and certain of the transactions contemplated by the Kirkland Letter Agreement and the GSA Advisory Agreement. The Kirkland Letter Agreement and the GSA Advisory Agreement, including the Stockholders Agreement and the other exhibits, were filed as exhibits to Amendment No. 10 to the 7 Reporting Person's Schedule 13D. The descriptions of the material documents contained in this Statement are qualified in their entirety by reference to the full text of such documents as filed as exhibits to Amendment No. 10 to the Reporting Person's Schedule 13D, or in the case of the Four Party Agreement and the Stockholders Agreement (each as defined below) to Amendment No. 11 to the Reporting Person's Schedule 13D. Stockholders Agreement. Pursuant to a Stockholders Agreement dated as of September 21, 1993, as amended on October 20, 1994, by and among the Issuer, KIC, GSA, KFW and the Reporting Person (as amended, the "Stockholders Agreement"), KIC agreed to use its commercially reasonable efforts so as initially to result in the Issuer's Board of Directors, from and after September 21, 1997, being comprised of such number of directors designated by KIC and such number of directors designated by the Reporting Person as will be in the ratio of four to three (the "Representation Ratio"), but neither KIC nor the Reporting Person is required to vote for a particular designee at any regular or special meeting of the Issuer's stockholders after September 21, 1997. Notwithstanding the foregoing, prior to September 21, 2008, KIC is required to vote all of its shares of Issuer Common Stock to cause the Reporting Person to be elected a director of the Issuer for so long as the Reporting Person owns share of Issuer Common Stock. In addition, the Reporting Person is entitled to attend all meetings of the committees of the Issuer and its subsidiaries' Boards of Directors. During the period September through early December 1997, the Reporting Person was involved in discussions with representatives of KIC concerning possible amendments to or clarification of the provisions in the Stockholders Agreement concerning the Representation Ratio. No agreement with respect to any such amendment or clarification has been reached. The Reporting Person and KIC are not currently involved in such discussions and there can be no assurance that any agreement concerning the Representation Ratio will be reached. On December 19, 1997, at the annual meeting of stockholders of the Issuer (the "1998 Annual Meeting"), three directors were elected, none of whom were nominees of the Reporting Person. On December 19, 1997, the Reporting Person ceased to be a director of the Issuer. As disclosed in the Issuer's Proxy Statement with respect to the 1998 Annual Meeting, the Reporting Person has informed KIC that the Reporting Person considers KIC to be in breach of the Representation Ratio provisions of the Stockholders Agreement and that the Reporting Person may commence legal or other action with respect thereto. The Stockholders Agreement also contained provisions governing the composition of the Issuer's Board of Directors from the date that all necessary governmental approvals have been obtained by KIC and certain related parties (the "Licensing Date") until the earlier of September 21, 1996 or such time as the parties (other than the Issuer) and their affiliates own in the aggregate less than 5% of the Issuer Common Stock on a fully diluted basis (as defined). Prior to the Licensing Date, the Stockholders Agreement contained provisions limiting the Issuer's right to effect certain fundamental transactions including, among others, (i) entering into any merger, consolidation or recapitalization, (ii) a sale, lease, exchange or transfer of all or substantially all of the Issuer's assets, (iii) a purchase, 8 lease or exchange of "material assets" (as defined), (iv) subject to certain exceptions, any change in the Issuer's authorized capital or the creation of any additional class thereof, (v) subject to certain exceptions, any amendment to the Issuer's Articles of Incorporation or Bylaws, (vi) a voluntary dissolution or liquidation of the Issuer, (vii) subject to certain exceptions, any redemptions of equity securities, (viii) the payment of dividends, (ix) the commencement of certain significant business operations, (x) certain related party transactions and (xi) any increase in the Issuer's indebtedness. The Stockholders Agreement also contains provisions limiting or restricting the parties' ability to transfer certain of the Issuer's securities. In addition, the Stockholders Agreement contains mutual rights of first offer and certain tag-along rights in favor of the Reporting Person. The Stockholders Agreement contains a provision whereby KIC, GSA, KFW and certain related persons have provided the Issuer an exclusive right of first refusal, subject to certain exceptions, for all gaming investment opportunities presented to or developed by such persons. Such right terminates at the later of such time as KIC and certain of its affiliates hold less than 5% of the Issuer Common Stock on a fully diluted basis (as defined), or KIC does not have a designee on the Issuer's Board of Directors. The Stockholders Agreement also contains certain registration rights running in favor of KIC, KFW, GSA, the Reporting Person and their respective transferees, including up to four demand registration rights each (and additional demand rights for the Reporting Person under certain circumstances) at the expense of the Issuer, and provisions granting the Reporting Person the right to participate in certain offerings of securities by the Issuer and by KIC and its transferees. Director Agreement. The Reporting Person and the Issuer are parties to an agreement dated as of October 20, 1994 pursuant to which the Reporting Person performs consulting services for the Issuer. The Reporting Person receives $150,000 per annum from the Issuer in compensation for such services. This Agreement is co-terminous with the employment agreement between the Issuer and Mr. Kirschbaum and can only be terminated by the Issuer in the event of a material breach by the Reporting Person of such Agreement. Four Party Agreement and Irrevocable Proxy. In connection with the sale of its Convertible Debentures and as provided in the Kirkland Letter Agreement and GSA Advisory Agreement, an agreement dated September 14, 1993 was signed among the Issuer, the Reporting Person, Kirkland, KIC and GSA (the "Four Party Agreement"), which provided that (i) Kirkland would make or cause to be made an investment of $5,000,000 in the Issuer in exchange for shares of Issuer Common Stock and would deliver a Control Notice, (ii) the Issuer would issue the warrants set forth in the Kirkland Letter Agreement and related exhibits to Kirkland and GSA. In addition, the Four Party Agreement provided that in connection with the sale of the Convertible Debentures, (i) Kirkland, KIC, GSA and the Reporting Person agreed to waive certain piggyback rights with respect to the sale of such securities, and (ii) the Reporting Person agreed that until the first Annual Meeting of Stockholders of the Issuer to be held after the date of such agreement, he would not sell any of his shares of Issuer Common Stock or Warrants and he would vote all shares of Issuer Common Stock owned or controlled by him in favor of the Proposals at such Annual 9 Meeting, and the Reporting Person delivered his irrevocable proxy to such effect to the Issuer's Board of Directors. Additionally, in the event the Issuer has an insufficient number of shares of Issuer Common Stock required to effect conversion of Convertible Debentures, the Reporting Person agreed to lend the Issuer such number of his shares as may be required to effect such conversions and the Reporting Person, KIC, Kirkland and GSA agreed to forbear the exercise of their respective derivative Issuer securities - all until such time as stockholders authorize additional shares of Issuer Common Stock. A copy of the Four Party Agreement and the Reporting Person's irrevocable proxy were filed as exhibits to Amendment No. 11 to the Reporting Person's Schedule 13D. Video Services, Inc. In March, 1992 the Issuer and the Reporting Person entered into Loan and Warrant Agreements whereby the Reporting Person committed to provide a $6.5 million loan to VSI. As consideration for such commitment, the Issuer issued to the Reporting Person warrants to purchase 200,000 shares of Issuer Common Stock at $2.50 per share, and agreed to issue an additional warrant to purchase 1.8 million shares of Issuer Common Stock at $2.50 per share upon complete funding of the loan. The additional warrant to purchase 1.8 million shares of Issuer Common Stock was issued to the Reporting Person on October 31, 1993. This loan has been repaid in full. Item 7. Material to Be Filed as Exhibits. 7.1 Agreement dated September 22, 1983 between the Issuer and Omega Enterprises, Inc. (exhibit to Statement on Schedule 13D filed January 9, 1984). 7.2 Stock Purchase Agreement dated May 2, 1988 between the Issuer and Alfred H. Wilms (exhibit to Amendment No. 6 to Schedule 13D, filed June 27, 1988). 7.3 Agreement dated June 20, 1988 among Elizabeth M. Fulton, the Issuer and Alfred H. Wilms (exhibit to Amendment No. 7 to Schedule 13D, filed July 7, 1988). 7.4 Stock Purchase Agreement dated April 30, 1990 between the Issuer and Alfred H. Wilms (exhibit to Amendment No. 8 to Schedule 13D, filed June 8, 1990). 7.5 Loan Agreement from Banque Bruxelles Lambert S.A. to Alfred H. Wilms (exhibit to Amendment No. 9 to Schedule 13D, filed November 19, 1990). 7.6 Letter Agreement, dated June 25, 1993, among United Gaming, Inc., Kirkland-Ft. Worth Investment Partners, L.P., Kirkland Investment Corporation and, as to certain provisions, Mr. Alfred H. Wilms, including Exhibit A (form of Securities Purchase Agreement), Exhibit B (form of Stockholders Agreement), Exhibit C (form of Certificate of Designations of Non-Voting Junior Convertible Special Stock) and Exhibit D (form of Warrant Agreement) and Exhibit E (form of press release) thereto (exhibit to Amendment No. 10 to Schedule 13D filed June 30, 1993). 10 7.7 Advisory Agreement, dated June 25, 1993, among United Gaming, Inc., Gaming Systems Advisors, L.P. and, as to certain provisions, Mr. Alfred H. Wilms, including Exhibit A (form of Warrant Agreement) and Exhibit B (form of press release) thereto (exhibit to Amendment No. 10 to Schedule 13D filed June 30, 1993). 7.8 Agreement delivered September 21, 1993 among Kirkland, KIC, GSA and the Reporting Person (exhibit to Amendment No. 11 to Schedule 13D, filed September 30, 1993). 7.9 Stockholders Agreement dated September 21, 1993 (exhibit to Amendment No. 11 to Schedule 13D, filed September 30, 1993). 7.10 Irrevocable Proxy (exhibit to Amendment No. 11 to Schedule 13D, filed September 30, 1993). 7.11 Amended Warrant Agreement between the Reporting Person and the Issuer (exhibit to Amendment No. 11 to Schedule 13D, filed September 30, 1993). 7.12 Amendment Agreement dated as of October 20, 1994 to the Stockholders Agreement dated September 21, 1993 (incorporated by reference to exhibit 10.13 to the Issuer's Annual Report on Form 10-K for the year ended June 30, 1997). 7.13 Director Agreement dated as of October 20, 1994 between the Reporting Person and the Issuer. 7.14 Letter Agreement dated March 3, 1996 between the Reporting Person and Kirkland Investment Corporation. 11 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. January 20, 1998 By /s/ Alfred H. Wilms ------------------------------------ Name: Alfred H. Wilms EX-99.1 2 DIRECTOR AGREEMENT DIRECTOR AGREEMENT Director Agreement dated as of October 20, 1994 between Alliance Gaming Corporation, a Nevada corporation (the "Company") and Alfred H. Wilms (the "Director"). R E C I T A L : The Director was formerly the Chairman of the Board and Chief Executive Officer of the Company and, to date, has provided valuable services to the Company in those capacities. The Company, valuing the Director's expertise, experience and excellent judgment, desires to retain the services of the Director, and the parties desire and intend that the Director continue to provide such services, in accordance with the terms and conditions of this Agreement. A G R E E M E N T : The parties agree as follows: 1. Duties of Director. The Director shall consult with the Company from time to time as shall be reasonably agreed to by the Company and the Director. It is contemplated that the Company shall provide to the Director from time to time, until the Company is otherwise notified by the Director, all information (and provide the Director the opportunity to attend all meetings and participate in all other Company functions, including executive planning sessions, strategic sessions, development team meetings and similar events). It is contemplated that the Director will review the activities of the Company and provide such consulting services to the Company that the Company and the Director shall reasonably agree to from time to time, including merger and acquisition advice, new jurisdiction gaming advice and similar matters including technology, game development and other research and development activities. It is contemplated that the Director shall perform services in such locations, including Nevada, New York and Europe, as the Director (upon consultation with the Company) shall reasonably determine. The parties acknowledge that the Director has other business endeavors and that the Director shall be required to devote an appropriate and sufficient amount of time (as reasonably determined by the Director and the Company), but which may not be the full working time of the Director, to the duties of the Director hereunder. The Director shall, at all times during the term hereof, duly and faithfully perform the duties assigned to him hereunder which the Director agrees to undertake. 2. Term. (a) The Company hereby agrees to engage the Director and the Director hereby agrees, to work for the Company as provided herein, for the period commencing on the date hereof and continuing through July 14, 1997.1 The Company shall only have the right to terminate this Agreement otherwise in the event of a material breach by the Director of this Agreement. - -------- 1 Termination provisions are to be co-terminous with Joel Kirschbaum's employment contract including any extensions thereof. Page 1 of 4 (b) The Director shall have the right to terminate this Agreement at any time upon 30 days' written notice to the Company. (c) From and after the Terminate Date, neither party shall have any liability of obligation to the other, except (i) as provided in Section 5 below, or (ii) in respect of any liabilities, damages or obligations resulting from any wrongful termination or breach by either party hereunder. 3. Compensation. (a) During the term of this Agreement, the Director shall be compensated at an annual rate of $150,000 initially, and thereafter subject to annual cost of living adjustments from and after the first anniversary of the date hereof, based on the Consumer Price Index, as published by the U.S. Department of Labor, for Las Vegas, Nevada and the surrounding metropolitan area, as reasonably determined by the Company and the Director. The compensation payable to Director hereunder shall be payable in monthly installments, within 15 days of the first day of each month of the Company, or as may otherwise be agreed upon between the Company and the Director and, solely to the extent required by applicable laws and regulations, shall be net of any required withholding taxes and similar payroll deductions. The Company shall provide life, health, disability or other insurance or similar benefits or coverages hereunder which shall be substantially similar to such benefits then being provided to senior executives of the Company. (b) The Company shall also reimburse to the Director from time to time for his reasonable travel and other out-of-pocket expenses which are necessary or appropriate and are incurred in connection with the performance of his duties hereunder. 4. Covenants. (a) The Director covenants that he shall not divulge, furnish, use, permit to be used or make accessible to any person or entity (other than persons or entities employed by the Company or as otherwise directed in writing by the Company) any knowledge or information with respect to the Company's or its affiliates' business or any confidential, proprietary or secret methods, processes, plans, products, know-how or materials or any other confidential, proprietary or secret aspects of the strategy, business or activities of the Company or any of its Affiliates. (b) In addition to, and without in any way limiting any of the Directors' other covenants to, or agreements with, the Company, the Director further covenants and agrees that, during the term of his consultantcy hereunder, he shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, any corporation, partnership, proprietorship, firm, association or other business entity (each, a "Business Entity"), if such Business Entity is engaged in any business activity in competition in any material respect with the Company's business, as now conducted, such business consisting of a gaming device route operation, casino development and business and electronic gaming device development, without first having offered each such opportunity or business to the Company on the same terms as offered to the Director; provided, that the foregoing covenant shall not prohibit the Director from owning not more than 5% of the securities of a Business Entity that are publicly traded on a nationally recognized securities exchange or in the over-the-counter market. Page 2 of 4 (c) The Director acknowledges and agrees during the term hereof that any product, invention, trade secret, method, diagnostic test, design, process, procedure, concept, formula, idea or technology whatsoever, or any improvement thereon, refinement thereof or know-how relating thereto (any of the foregoing, an "Invention"), developed or discovered by, or under the supervision or with the assistance of, the Director, relating to or arising from the performance of the Director's duties hereunder shall be deemed to be included within the business of the Company and shall be the property of the Company. The Director covenants that he shall not take any action with respect of such Inventions that would be inconsistent with, or a breach of, his duty of loyalty to the Company and that the Director shall, upon the request of the Company, execute, deliver and cause to be filed any and all documents or instruments and take all other actions that shall be necessary or appropriate in connection with the foregoing or that shall otherwise be requested by the Company. (d) The Director acknowledges that irreparable injury and harm (the damages in respect of which are extremely difficult and impracticable to calculate) would or could be sustained by the Company if the Director violates any provisions of this Section 4; accordingly, the Director irrevocably consents and agrees that if he violates or breaches or attempts to violate or breach any of such provisions, the Company shall be entitled to immediate injunctive relief, in addition to all other remedies at law or in equity available to the Company hereunder or other side. 5. Miscellaneous. (a) The invalidity or lack of enforceability of any provision hereof shall not affect the validity or enforceability of any other provision. If any one or more of the provisions hereof shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law. (b) No consent or waiver, express or implied, by either party to or of any breach or default by the other party in the performance by such other party of its or his obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligation of such party hereunder. Failure on the part of any party to complain of or object to any act or failure to act of the other party, or to declare such other party in breach or default of the terms hereof, irrespective of the duration of any such failure, shall not constitute waiver by such party of its rights hereunder. (c) Captions contained in this Agreement are inserted only for convenience, and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. (d) This Agreement may be executed in one or more counterparts with all such counterparts constituting one and the same Agreement. (e) All notices, requests and other communications hereunder shall be deemed to have been duly given if sent by registered or certified United States mail, postage prepaid, reputable overnight delivery service (such as Federal Express), telecopied (provided, that any Page 3 of 4 notice sent by telecopy shall also be sent by any other method permitted herein), or delivered by hand, in each case, addressed to the Company at its principal office at c/o Alliance Gaming Corporation, 4380 Boulder Highway, Las Vegas, Nevada 89121, and addressed to the Director at his address as it appears on the records of the Company, with a copy to _________________________________. Either party shall have the right to change its notice address upon written notice to the other party. Notices shall be effective, in the case of mailing, five days after mailing, in the case of overnight delivery service, two days after deposit with such service, in the case of telecopy, upon receipt thereof, and in the case of hand delivery, upon receipt thereof. (f) This Agreement shall be binding upon and inure to the benefit of the Director and his legal representatives and the Company and its successors and assigns. (g) This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. (h) This Agreement contains the entire understanding between the parties and shall not be modified, amended or changed except by a writing executed by the parties. (i) All prior agreements and understandings of every kind between the parties regarding the consultantcy or employment of the Director by the Company are superceded by this Agreement and are hereby terminated. (j) This Agreement (including the continuation of the term hereof) is subject to compliance by the parties hereto with all applicable laws and regulations, including without limitation, all applicable gaming laws and regulations. (k) This Agreement shall be effective when executed by each of the parties hereto. (l) The Director is an [independent contractor,] acting on his own behalf and not on behalf of any other person or entity. IN WITNESS WHEREOF, the parties have executed this Director Agreement as of the date first above written. ALLIANCE GAMING CORPORATION By: /s/ S. J. Greathouse ------------------------ Its: President/CEO ----------------------- /s/ Alfred H. Wilms --------------------------- Alfred H. Wilms Page 4 of 4 EX-99.2 3 VOTING AGREEMENT Alfred H. Wilms Ducs de Savoie Rue de la Poste Tignes 73320 France March 3, 1996 Kirkland Investment Corporation 535 Madison Avenue 33rd Floor New York, New York 10022 Dear Joel: Thank you for your letter of today's date. This is to confirm that, based on our due diligence and given Alliance's strategic plan, among the critical elements for the success of Alliance going forward are, as your letter points out, a strong board of directors and a senior management team with the appropriate background and stature to lead Alliance. Based on this understanding: 1. I will vote in favor of Amendment No. 1, dated as of January 23, 1996, to the Amended and Restated Agreement and Plan of Merger, dated as of October 18, 1995, and will execute at the appropriate time a proxy to vote in favor of the Merger at the stockholders' meeting. 2. If, in connection with the Merger, Alliance issues common equity or debt in a private placement and the NASD rules require shareholder approval for such issuance, I will vote my Alliance shares in favor of such issuance, provided that (A) the terms of the issuance are determined to be not unreasonable for a transaction of this type by one of the following: (i) Morgan Stanley & Co. Incorporated, (ii) CS First Boston Corporation, (iii) Painewebber Incorporated, (iv) UBS Securities, Inc., (v) Wasserstein Perella Securities, Inc. or (vi) an independent investment banking firm of recognized standing, selected jointly by you and me; and (B) neither Kirkland nor any of its affiliates is permitted to buy or sell securities of Alliance in connection with such issuance on terms more favorable than terms offered to me. You may reflect my intentions in the Alliance proxy statement relating to the Merger. 2 In addition, I hereby agree that: 1. irreparable damage would occur in the event any provision of this letter was not performed in accordance with the terms hereof and that Kirkland shall be entitled to equitable relief to enforce its rights hereunder; and 2. this letter shall be governed by, and construed in accordance with, the applicable laws of the State of New York and that all actions and proceedings arising out of or relating to this letter shall be heard and determined in a New York state or federal court sitting in Manhattan, and I hereby irrevocably submit to the exclusive jurisdiction of such courts in any such action or proceeding, irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding, and designate CT Corporation, at 1633 Broadway, New York, N.Y., as my agent for service of process in connection with any such action or proceeding. I share with you the hope that the steps outlined in your letter will help position Alliance to realize its full potential and I look forward to working with you to that end. Very truly yours, /s/ Alfred H. Wilms Alfred H. Wilms -----END PRIVACY-ENHANCED MESSAGE-----