-----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, BoEZ8pb2/VI73ogHrI84iHz3rUVZpIoNU1DMaURxnD4CRAf7g/B0hIpzDTg3jHqo 7cjbV4dBW/R26TBJALPfHQ== 0001005444-97-000137.txt : 19970725 0001005444-97-000137.hdr.sgml : 19970725 ACCESSION NUMBER: 0001005444-97-000137 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970724 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CENTURY CASINOS INC CENTRAL INDEX KEY: 0000911147 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 841271317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51305 FILM NUMBER: 97644666 BUSINESS ADDRESS: STREET 1: 50 S STEELE ST STREET 2: SUITE 755 CITY: DENVER STATE: CO ZIP: 80209 BUSINESS PHONE: 3033885848 MAIL ADDRESS: STREET 1: 50 S STEELE ST STREET 2: SUITE 755 CITY: DENVER STATE: CO ZIP: 80209 FORMER COMPANY: FORMER CONFORMED NAME: ALPINE GAMING INC DATE OF NAME CHANGE: 19930824 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAITZMANN ERWIN ET AL CENTRAL INDEX KEY: 0000923843 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 26 S TEJON ST STREET 2: STE 203 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 BUSINESS PHONE: 7194737770 MAIL ADDRESS: STREET 1: 26 S TEJON ST STREET 2: STE 203 CITY: COLORADO SPRINGS STATE: CO ZIP: 80903 SC 13D 1 ERWIN HAITZMAN, ET. AL. SCHEDULE 13D Page 1 of 9 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) CENTURY CASINOS, INC. (former name of issuer was Alpine Gaming, Inc.) (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 156 492 100 (CUSIP Number) Reid A. Godbolt, Esq. Jones & Keller, P.C. 1625 Broadway, Suite 1600 Denver, Colorado 80202 - (303) 573-1600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Various (Date of Event which Requires Filing of 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 ____. Check the following box if a fee is being paid with this statement ___. 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. SCHEDULE 13D CUSIP No. 156 492 100 Page 2 of 9 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Erwin Haitzmann 2. Check the appropriate box if a member of a group* (a) X See item 2(a) of the attached Schedule 13D (b) ___ 3. SEC USE ONLY 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is ___ Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Austria 7. Sole Voting Power 1,627,338 NUMBER OF ---------- SHARES BENE- 8. Shared Voting Power 0 FICIALLY ---------- OWNED BY EACH 9. Sole Dispositive Power 1,627,338 REPORTING ---------- PERSON 10. Shared Dispositive Power 0 --------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,627,338 12. Check Box if the Aggregate Amount in Row (11) excludes certain Shares* ___ 13. Percent of Class Represented by Amount in Row (11) 9.7% 14. Type of Reporting Person IN SCHEDULE 13D CUSIP No. 156 492 100 Page 3 of 9 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Peter Hoetzinger 2. Check the appropriate box if a member of a group* (a) X See item 2(a) of the attached Schedule 13D (b) ___ 3. SEC USE ONLY 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is ___ Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Austria 7. Sole Voting Power 985,456 NUMBER OF ---------- SHARES BENE- 8. Shared Voting Power 0 FICIALLY ---------- OWNED BY EACH 9. Sole Dispositive Power 985,456 REPORTING ---------- PERSON 10. Shared Dispositive Power 0 ---------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 985,456 12. Check Box if the Aggregate Amount in Row (11) excludes certain Shares* ___ 13. Percent of Class Represented by Amount in Row (11) 6.0% 14. Type of Reporting Person IN SCHEDULE 13D CUSIP No. 156 492 100 Page 4 of 9 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person James D. Forbes 2. Check the appropriate box if a member of a group* (a) X See item 2(a) of the attached Schedule 13D (b) ___ 3. SEC USE ONLY 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is ___ Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Austria 7. Sole Voting Power 829,828 NUMBER OF ---------- SHARES BENE- 8. Shared Voting Power 0 FICIALLY ---------- OWNED BY EACH 9. Sole Dispositive Power 829,828 REPORTING ---------- PERSON 10. Shared Dispositive Power 0 ---------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 829,828 12. Check Box if the Aggregate Amount in Row (11) excludes certain Shares* ___ 13. Percent of Class Represented by Amount in Row (11) 5.1% 14. Type of Reporting Person IN SCHEDULE 13D CUSIP No. 156 492 100 Page 5 of 9 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Norbert Teufelberger 2. Check the appropriate box if a member of a group* (a) X See item 2(a) of the attached Schedule 13D (b) ___ 3. SEC USE ONLY 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is ___ Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Austria 7. Sole Voting Power 553,832 NUMBER OF ---------- SHARES BENE- 8. Shared Voting Power 0 FICIALLY ---------- OWNED BY EACH 9. Sole Dispositive Power 553,832 REPORTING ---------- PERSON 10. Shared Dispositive Power 0 ---------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 553,832 12. Check Box if the Aggregate Amount in Row (11) excludes certain Shares* ___ 13. Percent of Class Represented by Amount in Row (11) 3.4% 14. Type of Reporting Person IN SCHEDULE 13D CUSIP No. 156 492 100 Page 6 of 9 Pages 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Thomas Graf 2. Check the appropriate box if a member of a group* (a) X See item 2(a) of the attached Schedule 13D (b) ___ 3. SEC USE ONLY 4. Source of Funds OO 5. Check Box if Disclosure of Legal Proceedings is ___ Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Austria 7. Sole Voting Power 2,561,000 NUMBER OF ---------- SHARES BENE- 8. Shared Voting Power 0 FICIALLY ---------- OWNED BY EACH 9. Sole Dispositive Power 2,561,000 REPORTING ---------- PERSON 10. Shared Dispositive Power 0 ---------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,561,000 12. Check Box if the Aggregate Amount in Row (11) excludes certain Shares* ___ 13. Percent of Class Represented by Amount in Row (11) 16.1% 14. Type of Reporting Person IN SCHEDULE 13D CUSIP No. 156 492 100 Page 7 of 9 Pages Item #2(a) is hereby amended by revising the underlined materials: 2. Identity and Background (a) Erwin Haitzmann, Peter Hoetzinger, James Forbes, Thomas J. Graf and Norbert Teufelberger. This Amendment No. 4 to Schedule 13D is being filed on behalf of all five of the above individuals. An Agreement for Filing of Joint Schedule 13D and Appointment of Attorney was filed with the initial Schedule 13D filing. Item #5 is hereby amended in its entirety to read as follows: 5. Interest in Securities of the Issuer (i) At the Relevant Date, Erwin Haitzmann acquired 750,000 shares of common stock of the Company, and in June 1996, he gifted 100,000 shares to a third party. In July 1994, in connection with a private placement of securities of the Company, Mr. Haitzmann converted a loan to the Company into 13,669 shares of common stock of the Company and a warrant to purchase 13,669 shares of common stock of the Company. On November 22, 1995, Mr. Haitzmann was awarded an incentive stock option to purchase up to 130,000 shares of the Company's common stock and a non-statutory stock option to purchase up to 820,000 shares of the Company's common stock. All shares underlying the incentive stock option and non-statutory stock option are vested. (ii) At the Relevant Date, Peter Hoetzinger acquired 500,000 shares of common stock of the Company, and in June 1996, he gifted 75,000 shares to a third party and 100,000 shares to his spouse. Mr. Hoetzinger is considered to beneficially own the 100,000 shares gifted to his spouse. In July 1994, in connection with a private placement of securities of the Company, Mr. Hoetzinger converted a loan to the Company into 8,728 shares of common stock of the Company and a warrant to purchase 8,728 shares of common stock of the Company. On November 22, 1995, Mr. Hoetzinger was awarded an incentive stock option to purchase up to 130,000 shares of the Company's common stock and a non-statutory stock option to purchase up to 413,000 shares of the Company's common stock. All shares underlying the incentive stock option and non-statutory stock option are vested. (iii)At the Relevant Date, James D. Forbes acquired 350,000 shares of common stock of the Company. In July 1994, in connection with a private placement of securities of the Company, Mr. Forbes converted a loan to the Company into 8,064 shares of common stock of the Company and a warrant to purchase 8,064 shares of common stock of the Company. Mr. Forbes also purchased 5,000 shares and a warrant for 5,000 shares of common stock in the same private placement. In February 1995, Mr. Forbes purchased 700 shares of the Company's common stock on the open market. On November 22, 1995, Mr. Forbes was awarded an incentive stock option to purchase up to 130,000 shares of the Company's common stock and a non-statutory stock option to purchase up to 328,000 SCHEDULE 13D CUSIP No. 156 492 100 Page 8 of 9 Pages shares of the Company's common stock All shares underlying the incentive stock option and non-statutory stock option are vested. In April 1996, Mr. Forbes sold 5,000 shares of the Company's common stock in a private transaction. (iv) At the Relevant Date, Norbert Teufelberger acquired 300,000 shares of common stock of the Company. In July 1994, in connection with a private placement of securities of the Company, Mr. Teufelberger converted a loan to the Company into 5,416 shares of common stock of the Company and a warrant to purchase 5,416 shares of common stock of the Company. In September 1995 and April 1996, Mr. Teufelberger sold a total of 25,000 shares and 5,000 shares of common stock of the Company in private transactions. On November 22, 1995, Mr. Teufelberger was awarded an incentive stock option to purchase up to 130,000 shares of the Company's common stock and a non-statutory stock option to purchase up to 143,000 shares of the Company's common stock. All shares underlying the incentive stock option and non-statutory stock option are vested. Mr. Teufelberger no longer beneficially owns greater than 5% of the outstanding common stock of the Company due to the expiration of various voting agreements and proxies (see Item #6 herein). (v) At the Relevant Date, Thomas J. Graf acquired 3,000,000 shares of common stock of the Company. In July 1994, in connection with a private placement of securities of the Company, Mr. Graf converted a portion of principal of a loan to the Company into 50,000 shares of common stock and a warrant to purchase 50,000 shares of common stock of the Company. In September 1995, Mr. Graf sold 540,000 shares of common stock of the Company in a private transaction (in the same month, Mr. Graf subsequently repurchased 1,000 shares back from the same purchaser). (vi) As a group, the persons noted in Item 2 of this Schedule 13D acquired under the Plan of Reorganization and Agreement among Alpine Gaming, Inc., Alpine Acquisition, Inc. and Century Casinos Management, Inc. dated December 24, 1993, as amended from time to time 4,900,000 shares of the Company's common stock which represented approximately 59.8% of the outstanding shares of the Company's common stock as of March 31, 1994. As of June 1, 1997, the reporting persons herein beneficially held 6,557,454 shares of the Company's common stock which represents approximately 36.1% of the outstanding shares of the Company's common stock assuming exercise of vested options held by such persons in which the underlying common stock is not currently outstanding. SCHEDULE 13D CUSIP No. 156 492 100 Page 9 of 9 Pages Item #6 is hereby amended in its entirety to read as follows: 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer The securities owned by each person listed in (i) through (v) of Item #5 are no longer subject to any of the voting agreements or proxies disclosed in previous filings of this Schedule 13D. Thus, the persons listed in (i) through (v) of Item #5 are no longer acting together as members of a group, and this Amendment No. 4 to the Schedule 13D shall be such persons' final disclosure as a group for Schedule 13D purposes. After reasonable inquiry and to the best of my knowledge and belief, the signatory below, and as attorney for Peter Hoetzinger, James D. Forbes, Norbert Teufelberger and Thomas J. Graf, hereby certifies that the information set forth in this amended statement is true, complete and correct. /s/ Erwin Haitzmann Dated: July 22, 1997 - -------------------- Erwin Haitzmann -----END PRIVACY-ENHANCED MESSAGE-----