Schedule 13D/A

-----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, DzcCwdBHlG3mudo55xqr9bJkXrBWfSDCq5OfyEFghI4tb52naZaS47gLMICzr68k DmPJkdg3AcRLZYTdkRAG9g== 0001193125-04-125564.txt : 20040728 0001193125-04-125564.hdr.sgml : 20040728 20040727214435 ACCESSION NUMBER: 0001193125-04-125564 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040728 GROUP MEMBERS: CHARLES J. ROBINO GROUP MEMBERS: MICHAEL STORTINI FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROBINO STORTINI HOLDINGS LLC CENTRAL INDEX KEY: 0001252934 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5189 W WOODMILL DRIVE STREET 2: SUITE 30 CITY: WILMINGTON STATE: DE ZIP: 19808 BUSINESS PHONE: 3029957011 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SANDS REGENT CENTRAL INDEX KEY: 0000753899 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880201135 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38757 FILM NUMBER: 04934409 BUSINESS ADDRESS: STREET 1: 345 N ARLINGTON AVE CITY: RENO STATE: NV ZIP: 89501 BUSINESS PHONE: 7023482210 MAIL ADDRESS: STREET 1: 345 N ARLINGTON AVE CITY: RENO STATE: NV ZIP: 89501 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(a) AND AMENDMENTS

THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 1)*

THE SANDS REGENT

(Name of issuer)

COMMON STOCK, $.10 PAR VALUE PER SHARE

(Title of class of securities)

800091100

(CUSIP number)

Lance Jon Kimmel, Esq.

2049 Century Park East

Suite 2460

Los Angeles, California 90067

(310) 557-3059

(Name, address and telephone number of person authorized to receive notices and communications)

July 26, 2004

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨ .

Note: The Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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. 800091100


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Robino Stortini Holdings LLC - 14-1881876
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

431,910 shares

8 SHARED VOTING POWER

0 shares

9 SOLE DISPOSITIVE POWER

431,910 shares

10 SHARED DISPOSITIVE POWER

0 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,910 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON* OO

CUSIP No. 800091100


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael Stortini
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* PF, WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

3,000 shares

8 SHARED VOTING POWER

431,910 shares

9 SOLE DISPOSITIVE POWER

3,000 shares

10 SHARED DISPOSITIVE POWER

431,910 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 434,910 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 800091100


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Charles J. Robino
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

431,910 shares

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

431,910 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 431,910 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.7%
14	TYPE OF REPORTING PERSON* IN

The following constitutes amendment No. 1 (“Amendment No. 1”) to the initial Schedule 13D filed by the undersigned (the “Schedule 13D”). Except as specifically amended by this Amendment No. 1, the Schedule 13D remains in full force and effect.

Item 3 is amended in its entirety to read as follows:

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

Under the concept of beneficial ownership applicable to a “group” under the Rules and Regulations of the Securities and Exchange Commission (the “SEC”), as of the date of this Amendment No. 1, each of the Reporting Persons may be deemed to beneficially own 434,910 shares of the Company’s Common Stock. The shares of Common Stock are either held in the name of RSH, Mr. Stortini or SSI Fund, LLC (“SSI Fund”). SSI Fund was merged into RSH effective July 1, 2004, and the shares of the Company’s Common Stock previously held by SSI Fund became assets of RSH. Messrs. Stortini and Robino are the managers of RSH. Each of RSH and Mr. Robino disclaims beneficial ownership of all shares of the Company’s Common Stock held in the name of Mr. Stortini.

The funds used by RSH and SSI Fund to purchase such shares of the Company’s Common Stock came from working capital, cash on hand and brokerage account margin loans. The funds used by Mr. Stortini to purchase such shares of the Company’s Common Stock in his name came from Mr. Stortini’s personal funds. Such shares of the Company’s Common Stock were accumulated through purchases made on the open market between October 1, 2003 and July 26, 2004 at an average purchase price of $7.05 per share of Common Stock, representing an aggregate cost of approximately $3,068,168. Other than with respect to the use of brokerage account margin loans for a portion of the purchases by RSH, no part of the funds or other consideration used to purchase such shares of the Company’s Common Stock was borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the shares of the Company’s Common Stock.

Item 4 is amended in its entirety to read as follows:

Item 4. Purpose of the Transaction.

The Reporting Persons believe that the purchase of such shares of the Company’s Common Stock represents an attractive investment and potentially attractive business opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of shares of the Company’s Common Stock at prices that would make the purchase of additional shares desirable, the Reporting Persons may endeavor to increase their position in the Company through, among other things, the purchase of additional shares of the Company’s Common Stock on the open market or in private transactions, at such time and on such terms as the Reporting Persons may deem advisable.

None of the Reporting Persons has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. Each of the Reporting Persons intends to review its investment in the Company on a continuing basis and actively engage in discussions with management and the Board of Directors of the Company concerning the business, operations and future plans of the Company.

The Reporting Persons are supportive of the Company’s publicly announced business plans and if the Company requests, the Reporting Persons would be willing to introduce acquisition or investment opportunities to the Company, involving the Reporting Persons or others. The Reporting Persons would also consider providing working capital to the Company, as a lender.

Depending on various factors, including without limitation, the Company’s financial position and investment strategy, the price levels of the shares of the Company’s Common Stock, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Company as they deem appropriate, including without limitation, purchasing additional shares of the Company’s Common Stock, selling some or all of their shares of the Company’s Common Stock or changing their intention with respect to any and all matters referred to in Item 4.

Mr. Stortini, Mr. Robino, or both, may seek representation on the Company’s Board of Directors, and the Reporting Persons might seek additional representation on the Company’s Board of Directors, through appointment created by expansion of the Board of Directors, the resignation of one or more Board members, by vote of the stockholders of the Company at an annual or special meeting of stockholders, or otherwise.

Item 5 is amended in its entirety to read as follows:

Item 5. Interests in Securities in the Issuer.

(a) Under the concept of beneficial ownership applicable to a “group” under the Rules and Regulations of the SEC, as of the date of this Schedule 13D, each of the Reporting Persons may be deemed to be the beneficial owner of 434,910 shares of the Company’s Common Stock, constituting 7.8% of the 5,606,555 shares of the Company’s Common Stock outstanding as of March 25, 2004 (as reported in the Company’s Amendment No.1 to Quarterly Report on Form 10-Q for the quarter ended December 31, 2003, increased by the issuance of 500,000 additional shares of the Company’s Common Stock disclosed in Amendment No.1 to the Company’s Registration Statement on Form S-3 (SEC File No. 333-114505), filed with the Securities and Exchange Commission on May 7, 2004). Each of RSH and Mr. Robino disclaims beneficial ownership of all shares of the Company’s Common Stock held in the name of Mr. Stortini.

(b) Under the concept of beneficial ownership applicable to a “group” under the Rules and Regulations of the SEC, as of the date of this Schedule 13D, each of the Reporting Persons may be deemed to share the power to vote or to direct the vote of 434,910 shares of the Company’s Common Stock, constituting 7.8% of the shares of the Company’s Common Stock outstanding, as calculated above. Each of the Reporting Persons may be deemed to share the power to dispose of or to direct the disposition of 434,910 shares of the Company’s Common Stock, constituting 7.8% of the shares of the Company’s

Common Stock outstanding, as calculated above. Of this amount, Mr. Stortini possesses the sole power to vote or to direct the vote of 3,000 shares of the Company’s Common stock, constituting less than 0.1% of the shares of the Company’s Common Stock outstanding, as calculated above. Mr. Stortini also possesses the sole power to dispose of or to direct the disposition of 3,000 shares of the Company’s Common Stock, constituting less than 0.1% of the shares of the Company’s Common Stock outstanding, as calculated above. Each of RSH and Mr. Robino disclaims beneficial ownership of all shares of the Company’s Common Stock held in the name of Mr. Stortini.

(c) Schedule A hereto lists the transactions effected by each of the Reporting Persons during the 60 days prior to the date of this filing. All the transactions were effected through open market purchases.

(d) None

(e) Not Applicable.

Item 6 is amended in its entirety to read as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Pursuant to the Robino Stortini Holdings LLC Limited Liability Company Agreement dated as of April 29, 2003, Messrs. Stortini and Robino serve as the managers of RSH. As the managers of RSH, Messrs. Stortini and Robino have the right to make investment decisions with respect to the shares of the Company’s Common Stock, including, but not limited to, their disposition, that are held in RSH’s name.

Pursuant to the SSI Fund, LLC Limited Liability Company Agreement, SSI Asset Management, LLC (“SSI Asset Management”) served as the manager of SSI Fund. Pursuant to the SSI Asset Management, LLC Limited Liability Company Agreement, RSH and Bob Becker served as the managers of SSI Fund. Effective July 1, 2004, Mr. Becker was removed as a manager of SSI Asset Management. Also effective July 1, 2004, SSI Asset Management was merged into RSH.

SSI Investment Advisors, LLC (“SSI IA”) was the investment manager of SSI Fund. Pursuant to the SSI Investment Advisors, LLC Limited Liability Company Agreement, RSH and Bob Becker served as the managers of SSI IA. Effective July 1, 2004, Mr. Becker was removed as a manager of SSI IA. Also effective July 1, 2004, SSI IA was merged into RSH.

Under Delaware law, as a result of the merger of SSI Fund, SSI Asset Management and SSI IA into RSH, RSH succeeded to all right, title and interest in and to the Company’s Common Stock previously held in the name of SSI Fund. RSH, through Messrs. Stortini and Robino, has the right to make investment decisions with respect to the shares of the Company’s Common Stock, including, but not limited to, their disposition, that are held in SSI Fund’s name.

SIGNATURES

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


Dated: July 27, 2004	ROBINO STORTINI HOLDINGS LLC

	By:	/s/ Michael Stortini
	Name:	Michael Stortini
	Title:	Manager

		/s/ Michael Stortini
		Michael Stortini

		/s/ Charles J. Robino
		Charles J. Robino

SCHEDULE A

TRANSACTIONS IN THE SHARES OF COMMON STOCK IN THE LAST 60 DAYS

A. Transactions by RSH


Number of Shares Purchased and Sold	Price Per Share		Transaction Date
3,500	$	6.80	05/21/2004
5,280	$	6.65	05/24/2004
900	$	6.67	05/25/2004
4,550	$	6.75	05/26/2004
905	$	6.82	05/28/2004
100	$	6.88	06/01/2004
100	$	6.88	06/02/2004
1,000	$	6.90	06/02/2004
600	$	6.97	06/02/2004
2,450	$	7.00	06/02/2004
305	$	7.08	06/04/2004
500	$	7.09	06/04/2004
200	$	7.11	06/04/2004
95	$	7.13	06/04/2004
5,200	$	7.14	06/04/2004
200	$	7.24	06/07/2004
200	$	7.25	06/07/2004
100	$	7.38	06/08/2004
4,671	$	7.48	06/08/2004
1,700	$	7.45	06/09/2004
2,000	$	7.91	06/09/2004
600	$	7.92	06/09/2004
927	$	7.85	06/10/2004
1,451	$	7.76	06/14/2004
200	$	7.85	06/14/2004
700	$	7.88	06/14/2004
400	$	7.90	06/14/2004
500	$	7.93	06/14/2004
1,500	$	8.22	06/17/2004
300	$	8.25	06/17/2004
2,000	$	8.20	06/18/2004
500	$	7.98	06/21/2004
900	$	8.17	06/21/2004
2,500	$	8.20	06/21/2004
500	$	8.28	06/21/2004
3,000	$	8.05	06/22/2004
1,200	$	8.08	06/22/2004
3,000	$	8.10	06/22/2004
200	$	7.49	06/23/2004	*
200	$	7.51	06/23/2004	*
100	$	7.53	06/23/2004	*
500	$	7.54	06/23/2004	*
4,200	$	7.55	06/23/2004	*
100	$	7.56	06/23/2004	*
100	$	7.57	06/23/2004	*
100	$	7.68	06/23/2004	*
100	$	7.82	06/23/2004	*
200	$	7.84	06/23/2004	*
1,100	$	7.85	06/23/2004	*
1,000	$	7.99	06/23/2004	*
2,000	$	8.00	06/23/2004
15,000	$	8.03	06/23/2004
6,700	$	8.03	06/24/2004
100	$	8.14	06/30/2004
100	$	8.13	06/30/2004	*
300	$	8.25	06/30/2004	*
500	$	8.23	06/30/2004
500	$	7.83	07/06/2004
200	$	7.84	07/06/2004
700	$	7.89	07/06/2004
400	$	7.46	07/09/2004
600	$	7.48	07/09/2004
800	$	7.49	07/09/2004
200	$	7.52	07/09/2004
1,000	$	7.53	07/09/2004
400	$	7.54	07/09/2004
1,600	$	7.55	07/09/2004
1,680	$	7.60	07/09/2004
300	$	7.61	07/09/2004
293	$	7.28	07/12/2004
800	$	7.29	07/12/2004
500	$	7.30	07/12/2004
600	$	7.43	07/12/2004
600	$	7.50	07/12/2004
500	$	7.55	07/12/2004
150	$	7.46	07/13/2004
1,200	$	7.50	07/13/2004
800	$	7.54	07/13/2004
125	$	7.29	07/14/2004
100	$	7.43	07/14/2004
1,000	$	7.45	07/15/2004
91	$	7.34	07/16/2004
100	$	7.35	07/16/2004
600	$	7.40	07/16/2004
600	$	7.44	07/16/2004
500	$	7.45	07/16/2004
600	$	7.49	07/16/2004
100	$	7.17	07/19/2004
99	$	7.35	07/19/2004
200	$	7.38	07/19/2004
199	$	7.39	07/19/2004
100	$	7.40	07/19/2004
601	$	7.41	07/19/2004
100	$	7.44	07/19/2004
100	$	7.63	07/19/2004
1,300	$	7.64	07/19/2004
100	$	7.32	07/20/2004
50	$	7.33	07/20/2004
400	$	7.35	07/20/2004
100	$	7.36	07/20/2004
100	$	7.39	07/20/2004
100	$	7.42	07/20/2004
450	$	7.45	07/20/2004
100	$	7.46	07/20/2004
700	$	7.20	07/21/2004
100	$	7.22	07/21/2004
100	$	7.33	07/21/2004
189	$	7.35	07/21/2004
11	$	7.37	07/21/2004
200	$	7.44	07/21/2004
500	$	7.45	07/21/2004
1,000	$	7.50	07/21/2004
9,925	$	7.00	07/26/2004
400	$	7.08	07/26/2004
100	$	7.16	07/26/2004
2,150	$	7.20	07/26/2004
300	$	7.25	07/26/2004
500	$	7.30	07/26/2004
100	$	7.34	07/26/2004
500	$	7.43	07/26/2004
200	$	7.49	07/26/2004
500	$	7.50	07/26/2004
500	$	7.59	07/26/2004

*	Shares purchased by SSI Fund, LLC. SSI Fund, LLC merged with and into Robino Stortini Holdings, LLC effective July 1, 2004.

B. Transactions by Michael Stortini

Number of Shares

Purchased

Price Per Share

Transaction Date

1,000

7.98

6/21/2004

C. Transactions by Charles J. Robino

Number of Shares

Purchased

Price Per Share

Transaction Date

None

N/A

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