-----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, Ek6BcAUzK7Othl+aCk46oL+mCK3Fe2isX7EFdwNCPOvBx9+pengPpeyAACEw6e/h LmB+Wg6qAW3AC+KyySvlsQ== 0000002491-99-000012.txt : 19991029 0000002491-99-000012.hdr.sgml : 19991029 ACCESSION NUMBER: 0000002491-99-000012 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19991028 FILER: 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: 10-K/A SEC ACT: SEC FILE NUMBER: 000-04281 FILM NUMBER: 99735926 BUSINESS ADDRESS: STREET 1: 6601 S. BERMUDA RD. CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7028967700 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 10-K/A 1 FORM 10-K/A FOR FISCAL YEAR ENDED JUNE 30, 1999 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 Amendment No. 1 to Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from _____ to _____ Commission File Number 0-4281 ALLIANCE GAMING CORPORATION (Exact name of registrant as specified in its charter) NEVADA 88-0104066 (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 6601 S. Bermuda Rd Las Vegas, Nevada 89119 (Address of principal executive offices) (Zip Code) Registrant's telephone number: (702) 270-7600 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $58,389,000 as of October 1, 1999. The number of shares of Common Stock, $0.10 par value, outstanding as of October 1, 1999 according to the records of registrant's registrar and transfer agent was 10,252,380. Documents incorporated by reference - None GENERAL Alliance Gaming Corporation ("Alliance", the "Company" or the "Registrant") hereby amends its Annual Report on Form 10-K for the fiscal year ended June 30, 1999 by deleting its responses to Items 10 through 13 contained in its original filing and replacing them with the following: ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The name, age and position with the Company of each of the directors and executive officers of Alliance as of October 25, 1999 is set forth below. No director or executive officer is related by blood, marriage or adoption to any other director or executive officer. Name Age Position with the Company Morris Goldstein 54 Director, President and Chief Executive Officer David Johnson 48 Senior Vice President, General Counsel and Secretary Scott Schweinfurth 45 Senior Vice President, Chief Financial Officer and Treasurer Robert Miodunski 48 Senior Vice President- Route Group (Nevada) Robert Saxton 46 Senior Vice President- Casino Group Jacques Andre 62 Director Anthony DiCesare 37 Director Michael Hirschfeld 49 Director Joel Kirschbaum 48 Director David Robbins 40 Director, Chairman of the Board of Directors The Company's By-laws provide that the Board of Directors shall consist of no fewer than three nor more than nine directors, with the exact number to be fixed by the Board of Directors. The Company's By-laws provide that the Board of Directors shall be divided into three classes as nearly equal in number as possible, with each class having a term of three years or until their successors are duly qualified. The size of the Board has been fixed at seven members of which six positions are filled and one position is open. The open position was created when Mr. Morton Topfer, Vice-Chairman of Dell Computer Corporation, resigned from the Board of Directors effective May 26, 1999 due to increased international responsibilities and travel. The position will remain vacant until the next annual shareholder's meeting or until the Board of Directors appoints a successor or the Board reduces the size to six. The Directors are elected by a plurality of the votes cast by the holders of shares entitled to vote thereon. The officers of the Company each serve at the pleasure of the Board of Directors. The following table sets forth committee assignments and the terms of the directors: Director Term Since Expires Morris Goldstein (2)(3) 1997 2000 Jacques Andre (1)(2) 1996 2001 Anthony DiCesare (2)(3) 1994 1999 Michael Hirschfeld(1)(2)(4) 1997 2001 Joel Kirschbaum (2)(3) 1994 1999 David Robbins (1)(2)(4) 1994(a) 2000 - -------------- (1) Member of the Audit Committee (2) Member of the Executive Committee (3) Member of the Nominating Committee (4) Member of the Compensation Committee (a) Member of the Board of Directors since 1994, except for months of September 1997 to December 1997 Morris Goldstein joined the Company in June 1997 as President and Chief Executive Officer and was elected to the Board of Directors in December 1997. Mr. Goldstein previously was Chief Executive Officer of Thomson Technology Initiative, a unit of Thomson Corporation, a global publisher and provider of information services. For six months in early 1994, Mr. Goldstein served as President and Chief Operating Officer of ImagiNation Network, an interactive computer game provider. Prior to that, he had been President of Information Access Company ("IAC"), an electronic information publishing company owned by Ziff Communications, since 1982. In late 1994, Mr. Goldstein also assisted in the sale of IAC by the Ziff family interests to the Thomson Corporation. David Johnson joined Alliance as Senior Vice President, General Counsel and Secretary in April 1995. Previously, Mr. Johnson represented a diverse group of casino clients as a Senior Partner at Schreck Morris, a Nevada law firm where he was employed from January 1987 to March 1995. Prior to joining Schreck Morris, Mr. Johnson served as Chief Deputy Attorney General for the gaming division of the Nevada Attorney General's Office. Mr. Johnson serves as Vice Chairman of the Executive Committee of the Nevada State Bar's Gaming Law Section and is an officer and founding member of the Nevada Gaming Attorneys Association. Scott Schweinfurth joined Alliance in June 1996 as Senior Vice President, Chief Financial Officer and Treasurer. Prior to joining the Company, Mr. Schweinfurth had served as the Senior Vice President, Chief Financial Officer and Treasurer of BGII since March 1995. Prior to joining BGII, Mr. Schweinfurth had been a partner at the accounting firm of Ernst & Young LLP from October 1988, having joined the audit staff of the firm in September 1976. Mr. Schweinfurth is a Certified Public Accountant. Robert Miodunski joined Alliance as Senior Vice President-Route Group (Nevada) in March 1994. From January 1991 to March 1994, Mr. Miodunski was President of Mulholland-Harper Company, a sign manufacturing and service company. From 1984 through 1990, Mr. Miodunski held various positions with Federal Signal Company, the last of which was Vice President and General Manager of the Midwest Region of the Sign Group. Robert Saxton joined Alliance in 1982 as Corporate Controller and was elected Vice President-Casino Operations in December 1993 and Senior Vice President-Casino Operations in June 1996. Since joining Alliance, Mr. Saxton has held various management positions with the Route Operations business unit and is currently responsible for Casino Operations. He also serves as President of Alliance's Louisiana subsidiaries. Jacques Andre was appointed a director in August 1996. Mr. Andre has been a partner with Ray Berndtson, Inc., an international executive search firm, from 1975 to the present. He also serves on its Board of Directors. Anthony DiCesare was employed by Kirkland Investment Corporation ("KIC"), which was the sole general partner of Kirkland-Ft. Worth Investment Partners, L.P. ("KFW"), an investment partnership, from April 1991 to July 1994. Mr. DiCesare served as Executive Vice President-Development of the Company from July 1994 through June 1997. While he is currently a New York-based employee of the Company his principal occupation since June 1997 has been as a private investor. He has been a director since 1994. Michael Hirschfeld was appointed a director in September 1997. Mr. Hirschfeld has been a partner in Milbank, Tweed, Hadley & McCloy, LLP, a New York law firm, from April 1995 to the present. From December 1990 to April 1995, Mr. Hirschfeld was a partner in Kelly Drye & Warren, a New York law firm. Joel Kirschbaum was appointed a director in July 1994 and served as Chairman of the Board of Directors of the Company from July 1994 to March 1995. Mr. Kirschbaum is the sole stockholder, director and officer of KIC. He has been engaged in operating the businesses of KIC and KFW since January 1991 when KIC and KFW were established, and of GSA, Inc. ("GSI"), the general partner of Gaming Systems Advisors, L.P. ("GSA"), since June 1993. Prior to that time, he worked at Goldman, Sachs & Co. for 13 years, during the last six of which he was a General Partner. When he established KIC and KFW, Mr. Kirschbaum resigned his general partnership interest in Goldman, Sachs & Co. and became a limited partner. Mr. Kirschbaum resigned his limited partnership interest in Goldman, Sachs & Co. in November 1993. While Mr. Kirschbaum is currently a New York-based employee of the Company his principal occupation is as President of KIC. David Robbins served as a director from July 1994 to September 1997 and as Chairman of the Board of Directors of the Company from February 1997 to September 1997. In December 1997 he was again elected to the Board of Directors and since that time has served as Chairman of the Board. Mr. Robbins has been a practicing attorney since 1984; he was formerly an attorney with Kramer, Levin, Naftalis, Kamin & Frankel from May 1993 to September 1995, with O'Sullivan, Graev & Karabell, LLP from September 1995 to February 1997, and since February 1997 he has been a member of Brock Silverstein & McAuliffe, LLC. Mr. Robbins is also a private investor and managing member of a private investment fund. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10 percent of a registered class of Alliance's equity securities ("Insiders"), to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of the Company's Common Stock. Insiders are required by the Commission's regulations to furnish the Company with copies of all Section 16(a) reports filed by such persons. To the Company's knowledge, based on its review of the copies of such reports furnished to the Company during the fiscal year ended June 30, 1999, all Section 16(a) filing requirements applicable to Insiders were complied with, except that Mr. Alfred Wilms filed a Form 4 which did not meet the filing deadline. ITEM 11. EXECUTIVE COMPENSATION The following table sets forth the compensation paid or to be paid by the Company to the Company's chief executive officer and its four other most highly compensated executive officers receiving over $100,000 per year (the "Named Executive Officers") for services rendered in all capacities to the Company during the fiscal year ended June 30, 1999: Summary Compensation Table *
Fiscal Annual Compensation Long-Term Year ---------------------------------- Compensation Name and Ended Other Annual Awards All Other Principal Position June 30, Salary Bonus Compensation(2) Options(3) Compensation(4) Morris Goldstein (1) 1999 $460,600 $162,800 $ - - $3,000 President and 1998 450,000 - - - 90,000(5) Chief Executive Officer 1997 17,300 - - 142,828 - David Johnson 1999 $255,300 $64,400 $ - 2,857 $2,300 Senior Vice President, 1998 250,000 - - 7,972 2,000 General Counsel 1997 250,000 185,000 - 57,143 5,400 and Secretary Scott Schweinfurth 1999 $255,300 $70,000 $ - 2,857 $1,800 Senior Vice President, 1998 250,000 - 53,200 29,143 1,700 Treasurer and 1997 235,000 400,000 - 34,286 4,300 Chief Financial Officer Robert Saxton 1999 $240,300 $118,600 $ - 2,857 $3,000 Senior Vice President - 1998 225,000 - - 8,572 - Casino Group 1997 211,700 86,000 - 39,429 - Robert Miodunski 1999 $240,300 $92,000 $ - 2,857 $3,000 Senior Vice President - 1998 225,000 55,000 - 12,989 1,800 Route Group (Nevada) 1997 212,500 96,800 - 34,572 1,700
- ---------------- * As used in the tables provided under the caption "Executive Compensation," the character " - " is used to represent "zero." (1)Mr. Goldstein joined the Company in June 1997 as President and Chief Executive Officer. (2)Excludes personal benefits in amounts less than the lesser of $50,000 or 10 percent of the total annual salary and bonus reported for the Named Executive Officer. (3)Share amounts for the prior years have been restated to reflect the one-for-three-and-one-half reverse stock split effective February 1, 1999. (4)"All Other Compensation" for fiscal year 1999 represents contributions made by the Company to the Company's Profit Sharing 401(k) Plan. (5)Represents payments made for relocation costs. Option/SAR Grants in Last Fiscal Year The following table reflects options granted to Named Executive Officers during the fiscal year ended June 30, 1999:
Potential Realizable Value at Individual Grants Assumed Annual Rates ------------------------------------------------ of Stock % of Total Price Appreciation for Granted to Option Term Options Employees in Exercise Expiration -------------------- Name Granted(a) Fiscal Year Price Date 5% 10% David Johnson 10,829(b) 4.73% $9.4063 9/14/03 $28,000 $62,000 Scott Schweinfurth 14,550(c) 6.36% 9.4063 9/14/03 38,000 84,000 Robert Saxton 14,550(d) 6.36% 9.4063 9/14/03 38,000 84,000 Robert Miodunski 8,703(e) 3.80% 9.4063 9/14/03 23,000 50,000
- ------------ (a)Includes 7,972 options, 11,693 options, 11,693 options and 5,846 options granted to Messrs. Johnson, Schweinfurth, Saxton and Miodunski, respectively, in September 1998 in lieu of cash bonuses for fiscal year 1998. (b)Options vest: 5,379 on grant date; 2,723 on first anniversary thereof and; 2,727 on second anniversary thereof. (c)Options vest: 5,996 on grant date; 4,270 on first anniversary thereof and; 4,284 on second anniversary thereof. (d)Options vest: 5,803 on grant date; 4,850 on first anniversary thereof and; 3,897 on second anniversary thereof. (e)Options vest: 2,956 on grant date; 2,871 on first anniversary thereof and; 2,876 on second anniversary thereof. Aggregate Fiscal Year-End Option/SAR Values The following table reflects outstanding options held by Named Executive Officers at June 30, 1999: Number of Unexercised Value of Unexercised Options at In-the-Money Options at June 30, 1999 June 30, 1999 (a) -------------------------- -------------------------- Name Exercisable Unexercisable Exercisable Unexercisable Morris Goldstein 53,571 89,287 $ 0 $ 0 David Johnson 62,522 5,449 0 0 Scott Schweinfurth 37,833 28,453 0 0 Robert Saxton 41,990 15,417 0 0 Robert Miodunski 40,387 11,459 0 0 - --------- (a) Represents the amount by which the market value of the underlying stock at June 30, 1999 ($3.75 per share) exceeds the aggregate exercise prices of the options. Directors' Compensation Directors of the Company who are also employees are not separately compensated for their services as directors. Fee arrangements with other directors of the Company are as follows: (i) Mr. Andre and Mr. Hirschfeld, $30,000 each per year for all services as a director and member of various committees and (ii) Mr. Robbins, $135,000 for all services as Chairman of the Board and member of various committees. Mr. Topfer received $27,500 prior to his resignation for all services as a director and member of various committees. Directors are also reimbursed for their reasonable out-of-pocket expenses incurred on Company business. During fiscal year 1999, the following stock option grants were made to directors: (i) Mr. Andre received 4,286 stock options with an exercise price of $10.50; (ii) Mr. Hirschfeld received 4,286 stock options with an exercise price of $9.4063; (iii) Mr. Robbins received 4,286 stock options with an exercise price of $3.9375 and (iv) Mr. Topfer received 4,286 stock options with an exercise price of $7.1092 which were cancelled along with the balance of his stock options as a result of his resignation from the Board of Directors. Under current policy, non-employee directors receive grants of 8,572 shares upon appointment to the Board of Directors and 4,286 shares on each anniversary date of their original appointment to the Board of Directors. All of these options are granted at fair market value on grant date, vest immediately and have a five-year term. Effective July 1, 1997, the Company entered into employment agreements (the "Agreements") with Mr. DiCesare and Mr. Kirschbaum (each an "Employee" and collectively the "Employees") pursuant to which each Employee will be a New York-based employee and will work on major strategic transactions involving the Company or its affiliates, including mergers, acquisitions, divestitures, joint ventures, the negotiation of strategic alliances or relationships and financings and refinancings. The Employees are not expected to be involved in the day-to-day operations of the Company, are not expected to devote full-time to the business of the Company and may engage in outside activities, although they may not directly compete with the Company. The Agreements, which have an initial term extending through July 1, 2002 (the "Term") and may be terminated thereafter by either party on notice, provide for each Employee to receive a base salary of $150,000 (with inflation increases each year) and annual performance bonuses (each a "Bonus") based upon annual performance goals determined by the Board of Directors and the Employee (which goals will generally relate without limitation to transactions of the type mentioned above involving the Company (and/or one or more of its affiliates)) and a target Bonus amount (and/or an appropriate minimum amount). More than one Bonus may be paid with respect to each employment year. If the Board of Directors and the Employee cannot agree upon reasonable annual performance goals and minimum and/or target Bonuses with respect to such goals for any year, the performance goals and Bonus amounts set forth in clauses (ii) and (iii) of the next paragraph will be the goals and Bonus for such year. If a goal is only partially achieved within a year, the Board of Directors will determine what amount, if any, will be paid to the Employee with respect to such goal. If a goal is achieved, the Bonuses will be payable regardless of the level of the Employee's involvement in the transaction. Upon termination of any Employee's Agreement for any reason (including for "cause" (as such term is defined in the Agreements)), the Company may be required to pay Bonuses to such Employee following such termination upon achievement of performance goals within specified periods ending up to 21 months after the Term. In addition, if the Company terminates an Employee without "cause", or an Employee leaves the Company's employ for "good reason" (as these terms are defined in the Agreements), the Employee will be entitled to receive for each remaining year of the Term an amount equal to the highest aggregate Bonuses paid in any previous year as well as the base salary and other compensation provided for by the Agreements. For the year beginning July 1, 1997, the performance goals for each Employee were: (i) the completion by the Company (and/or one or more of its affiliates) of a refinancing transaction or substantially similar transaction, (ii) the closing of a "significant merger" with a value of at least $60 million and (iii) the closing of a "significant financing" with a value of at least $50 million. Upon the achievement of the performance goal set forth in clause (ii), each Employee was to receive a minimum Bonus of $200,000. Upon the achievement of the performance goal set forth in clause (iii), each Employee was to receive a minimum Bonus of at least $125,000. No bonuses were paid in respect to any clause for the fiscal year 1999. The Board has carried over the goals from fiscal 1997 to fiscal 1999. In addition to the Bonuses, the Agreements provide that the Board of Directors, in its sole discretion, may grant further discretionary bonuses to the Employees. No discretionary bonuses were earned during fiscal 1999. Pursuant to the Agreements, each Employee may elect to restructure his relationship with the Company into that of a financial consultant or independent advisor, with compensation arrangements reflecting the nature of such relationship and the services to be provided in amounts reasonably consistent with the compensation and Bonuses payable over the term of the Agreement as contemplated therein, as determined reasonably and in good faith by the Board of Directors, but calculated and payable in a manner customary for financial consultant or independent advisor arrangements. If the Employee makes such election, the Company and the Employee will negotiate in good faith to establish a restructured agreement with respect to the services to be provided hereunder. In addition, the Company has agreed to pay KIC during the term of the Agreements a current amount of $982,000 (subject to annual inflation increases) annually plus the cost of reasonable employee benefits to its support staff and reasonable out-of-pocket expenses incurred by KIC and its officers and employees to the extent related directly to the Company's business or potential business (the "KIC Agreement"). The Company will have the right to terminate the KIC Agreement upon 12 months' notice if Mr. Kirschbaum's employment under his Agreement is terminated for any reason other than by the Company without "cause" or by the Employee "for good reason" (as such terms are defined in the Agreements). Employment and Severance Arrangements The Company is party to an employment agreement with Mr. Goldstein which generally provides for a current base salary of $465,000 per year through and including June 2000, participation in the Company's compensation programs for corporate officers, participation in the Company's cash bonus program at amounts determined by the Board of Directors, receipt of 71,429 stock options to vest 25% on date of grant with the balance over a three-year period and 71,429 stock options to vest 25% on date of grant with the balance over a three year period but which become exercisable in equal portions only when the common stock reaches prices of $38.50, $45.50, and $52.50, and severance benefits of one year's base salary if Mr.Goldstein is terminated prior to June 2000 without cause. The Company is party to an employment agreement with Mr. Miodunski which generally provides for a current base salary of $242,000 per year through and including December 2000, participation in the Company's compensation programs for corporate officers, participation in the Company's cash bonus program at amounts determined by the Board of Directors, and severance benefits of one year's base salary if Mr. Miodunski is terminated prior to December 2000 without cause. The Company was party to an employment agreement with Mr. Schweinfurth which has since expired and generally provided for a base salary of $250,000 per year through and including June 1999, participation in the Company's compensation programs for corporate officers, participation in the Company's cash bonus program at amounts determined by the Board of Directors, and severance benefits of one year's base salary had Mr. Schweinfurth been terminated prior to June 1999 without cause. Compensation Committee Interlocks and Insider Participation in Compensation Decisions During the fiscal year ended June 30, 1999, the Compensation Committee of the Board of Directors of the Company met five times. The Compensation Committee is currently comprised of Messrs. Hirschfeld and Robbins. Mr. Topfer was also a member of the Compensation Committee until his resignation on May 26, 1999. During the fiscal year, the entire Board of Directors generally participated in deliberations concerning the compensation of the Company's executive officers. Other than current positions previously described elsewhere herein, no other member of the Company's Board of Directors was an officer or employee of the Company or any subsidiary during the fiscal year ended June 30, 1999 or is a former officer of the Company or any subsidiary. The Company has hired Ray & Berndtson, Inc., an international executive search firm, of which Mr. Andre is a partner, to perform certain personnel searches. The Company paid a total of $609,000 during fiscal year 1999 for the searches conducted by this firm. The final fee for the searches will be based on a percentage of the first-year compensation paid to certain personnel if and when hired. The Company paid fees to Milbank, Tweed, Hadley & McCloy, LLP, a law firm in which Mr. Hirschfeld is a partner, for services rendered during fiscal year 1999. The Company paid a total of $273,000 to Dell Computer Corporation, a company of which Mr. Topfer is the Vice-Chairman, for the lease of computer equipment during fiscal year 1999. The Company paid fees to Brock Silverstein McAuliffe LLC, a law firm in which Mr. Robbins is a member, for services during fiscal year 1999. Since July 1, 1997 certain directors have been involved in transactions in which Alliance was a party and in which the amount involved exceeded $60,000. See "Certain Relationships and Related Transactions" and "Directors' Compensation". ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of October 1, 1999 with respect to the beneficial ownership of the Common Stock, which constitutes the Company's only outstanding class of voting securities, by (i) each person who, to the knowledge of the Company, beneficially owned more than 5% of the Common Stock, (ii) each director of the Company, (iii) the Named Executive Officers of the Company as listed in the compensation table and (iv) all executive officers and directors of the Company as a group. Except as indicated below, beneficial ownership includes the sole power to vote and to dispose of the securities in question. Except as indicated below, no director or executive officer of the Company beneficially owned any other equity securities of the Company. Amount of Percent of Name Shares (1) Class (1) Alfred H. Wilms 2,009,737 (2) 19.6% FMR Corp. 906,398 (3) 8.8% 82 Devonshire Street Boston, MA 02109 Jacques Andre 26,309 (4) * Anthony DiCesare 151,674 (5) 1.5% Michael Hirschfeld 17,143 (6) * Joel Kirschbaum 409,506 (7) 3.9% David Robbins 63,500 (8) * Morris Goldstein 82,274 (9) * Robert Miodunski 47,257 (10) * David Johnson 65,246 (11) * Scott Schweinfurth 60,885 (12) * Robert Saxton 50,652 (13) * All executive officers and directors as a group 1,001,897 (14) 9.2% ---------- * Less than 1%. (1)Excludes the effect of the issuance of up to 714,286 shares subject to warrants originally issued to GSA upon consummation of the BGII acquisition pursuant to an agreement between the Company and GSA ("the GSA Advisory Agreement"). Such warrants have an exercise price of $5.25 per share and become exercisable in equal one-third tranches only when the Common Stock price reaches $38.50, $45.50 and $52.50, respectively for a designated period of time. Pursuant to information provided by Mr. Kirschbaum, as part of a distribution of assets from KFW and GSA to KIC and GSI on the one hand and to Kirkland Investors, L.P. on the other hand, approximately 81,429 and 190,000 of such warrants were distributed to Mr. DiCesare and Mr. Kirschbaum, respectively. As a result, Mr. DiCesare and Mr. Kirschbaum disclaim beneficial ownership of any other of these warrants. (2)Mr. Wilms' mailing address is 2, St. Jansvliet, bus 6-2000 Antwerp, Belgium. (3)Information provided by a representative of FMR Corp. (4) Includes 4,285 shares owned and 22,024 shares subject to options that are currently exercisable or will become exercisable within 60 days. (5)Includes 63,367 shares owned and 107,142 shares subject to options that are currently exercisable or will become exercisable within 60 days, but excludes certain additional shares underlying the warrants referred to in Note (1) above. Also excludes 18,835 shares placed in a trust, a trustee of which is Mr. DiCesare's wife. Mr. DiCesare disclaims any beneficial ownership of these shares. (6)Represents shares subject to options that are currently exercisable or will become exercisable within 60 days. (7)Includes 252,364 shares owned and 157,142 shares subject to options that are currently exercisable or will become exercisable within 60 days, but excludes certain additional shares underlying the warrants referred to in Note (1) above. This disclosure is based upon information provided by Mr. Kirschbaum. Mr. Kirschbaum has advised that of such shares, certain amounts may be sold or distributed to other persons. (8)Includes 18,285 shares owned and 40,787 shares subject to options that are currently exercisable or will become exercisable within 60 days; also includes 4,428 shares subject to options granted to Mr. Robbins by KFW or KIC, based upon information provided by Mr. Kirschbaum. (9)Includes 28,702 shares owned and 53,572 shares subject to options that are currently exercisable or will become exercisable within 60 days, but excludes options exercisable at $13.56 per share for 71,429 shares which become exercisable in equal one-third tranches only when the Common Stock price reaches $38.50, $45.50 and $52.50, respectively. (10)Includes 1,142 shares owned and 46,115 shares subject to options that are currently exercisable or will become exercisable within 60 days. (11)Represents shares subject to options that are currently exercisable or will become exercisable within 60 days. (12)Includes 5,143 shares owned and 55,742 shares subject to options that are currently exercisable or will become exercisable within 60 days. (13)Represents shares subject to options that are currently exercisable or will become exercisable within 60 days. (14)Includes 642,731 shares subject to options that are currently exercisable or will become exercisable within 60 days. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Pursuant to a stockholders agreement dated as of September 21, 1993, as amended on October 20, 1994, by and among the Company, KIC, GSA, KFW and the Company's largest shareholder, Mr. Alfred Wilms (as amended, the "Stockholders Agreement"), KIC is required to vote all of its shares of Common Stock to cause Mr. Wilms to be elected a director of the Company if so nominated for so long as Mr. Wilms owns shares of Common Stock of the Company. The Stockholders Agreement contains certain registration rights running in favor of KFW, KIC, GSA and certain of their respective affiliates and transferees and Mr. Wilms, including up to four demand registration rights each (and additional demand rights for Mr. Wilms under certain circumstances), at the Company's expense, and provisions granting Mr. Wilms the right to participate in certain offerings of securities by the Company and by KIC and its transferees. Mr. Alfred Wilms served as a consultant to the Company and received consulting fees and expense reimbursements that totaled $208,000 during the fiscal year ended June 30, 1999. See also "Directors' Compensation" and "Compensation Committee Interlocks and Insider Participation in Compensation Decisions". SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. ALLIANCE GAMING CORPORATION Date: October 28, 1999 By /s/ Scott D. Schweinfurth ------------------------------ Name: Scott D. Schweinfurth Title:Senior Vice President,Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----