-----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, VlISPL9QZXsCmkgRFkqZj9XyqiV+JcBF3J8xrLa9ZXWjJdjBtraqXOtWzc8IvZ5V HDAbGek9QE5SVWtoEZAVeQ== 0000912057-96-008774.txt : 19960510 0000912057-96-008774.hdr.sgml : 19960510 ACCESSION NUMBER: 0000912057-96-008774 CONFORMED SUBMISSION TYPE: SC 13E4 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960509 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 13E4 SEC ACT: 1934 Act SEC FILE NUMBER: 005-33235 FILM NUMBER: 96558786 BUSINESS ADDRESS: STREET 1: 4380 BOULDER HGWY CITY: LAS VEGAS STATE: NV ZIP: 89121 BUSINESS PHONE: 7024354200 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: 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 13E4 BUSINESS ADDRESS: STREET 1: 4380 BOULDER HGWY CITY: LAS VEGAS STATE: NV ZIP: 89121 BUSINESS PHONE: 7024354200 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 SC 13E4 1 SC 13E4 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) ------------------------ ALLIANCE GAMING CORPORATION (Name of Issuer) ------------------------ ALLIANCE GAMING CORPORATION (Name of Person Filing Statement) ------------------------ 7 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003 (Title of Class of Securities) 01859P (CUSIP Number of Class of Securities) JOHN W. ALDERFER CHIEF FINANCIAL OFFICER 4380 BOULDER HIGHWAY LAS VEGAS, NEVADA 89121 (702) 435-4200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) ------------------------ COPIES TO: LAWRENCE LEDERMAN, ESQ. MILBANK, TWEED, HADLEY & MCCLOY 1 CHASE MANHATTAN PLAZA NEW YORK, NEW YORK 10005 (212) 530-5000 ------------------------ MAY 9, 1996 (Date Tender Offer First Published, Sent or Given to Security Holders) ------------------------ CALCULATION OF FILING FEE TRANSACTION AMOUNT OF VALUATION: * $51,000,000 FILING FEE: $10,200.00
* Calculated in accordance with Rule 0-11(a)(4) and (b)(2) under the Securities Exchange Act of 1934, as amended, based on one-fiftieth of one percent of $51,000,000 which represents the average of the bid and asked price of the 7 1/2% Convertible Subordinated Debenture due 2003, which will be cancelled in the Exchange Offer, on April , 1996. /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)and identify the filing with which the offsetting fee as previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
Amount previously Filing paid: $17,587.00 Party: Alliance Gaming Corporation Form or registration no: S-4 Date filed: April 23, 1996
- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. (a) The issuer is Alliance Gaming Corporation, a Nevada corporation (the "Company"), and its principal executive office is located at 4380 Boulder Highway, Las Vegas, Nevada 89121. (b) As of May 7, 1996, there was $85 million aggregate principal amount of the Company's 7 1/2% Convertible Subordinated Debentures due 2003 (the "Old Convertible Debentures") outstanding. Upon the terms and subject to the conditions set forth in the Prospectus dated May 9, 1996 (the "Prospectus") and the related Letter of Transmittal, copies of which are filed herewith as Exhibits 9(a)(1) and 9(a)(2), respectively, the Company is offering (the "Exchange Offer") to exchange up to $85 million aggregate principal amount of 7 1/2% Convertible Senior Subordinated Debentures due 2003 (the "New Convertible Debentures") of Alliance for a like principal amount of unissued and outstanding Old Convertible Debentures. The information under the headings "The Exchange Offer -- General" and "-- Terms of the Tender Offer" in the Prospectus is incorporated herein by reference. To the knowledge of the Company, none of the Old Convertible Debentures will be exchanged in the Exchange Offer from any officer, director or affiliate of the Company. (c) There is currently no established trading market for the Old Convertible Debentures. (d) Not applicable. ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) The Company will issue $85,000,000 aggregate principal amount of New Convertible Debentures, assuming the exchange of the entire outstanding principal amount of Old Convertible Debentures pursuant to the Exchange Offer. (b) Not applicable. ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE Old Convertible Debentures accepted for conversion by the Company in the Exchange Offer will be retired. The Exchange Offer is being made to enhance the Company's capital structure and to facilitate the financing of the merger of a wholly owned subsidiary of Alliance into Bally Gaming International, Inc. ("BGII"), pursuant to which BGII will become a wholly owned subsidiary of Alliance. The information on the cover page of the Prospectus (the "Cover Page") and under the headings "Prospectus Summary -- The Merger and Related Financings", "The Merger and Related Financings", "The Exchange Offer" and "Description of the New Convertible Debentures" in the Prospectus is incorporated herein by reference. (a) The information on the Cover Page and under the headings "Prospectus Summary -- The Merger and Related Financings", "The Merger and Related Financings", "The Exchange Offer" and "Description of the New Convertible Debentures" in the Prospectus is incorporated herein by reference. (b) The information on the Cover Page and under the headings "Prospectus Summary -- The Merger and Related Financings" and "The Merger and Related Financings" in the Prospectus is incorporated herein by reference. (c) Not applicable. (d) Not applicable. (e) The information on the Cover Page and under the headings "Prospectus Summary -- The Merger and Related Financings", "The Merger and Related Financings", "The Exchange Offer", "Description of the New Convertible Debentures", "Comparison of New Convertible Debentures and Old Convertible Debentures" and "Capitalization" in the Prospectus is incorporated herein by reference. (f) Not applicable. (g) The information under the heading "Risk Factors -- Change of Control" is incorporated herein by reference. 2 (h) Not applicable. (i) Not applicable. (j) Not applicable. ITEM 4. INTEREST IN SECURITIES OF THE ISSUER. Neither the Company, nor to the knowledge of the Company, any executive officer or director of the Company, any person controlling the Company, any executive officer or director of any corporation ultimately in control of the Company, any associate or subsidiary of the Company, nor any executive officer or director of the Company or any of its affiliates or subsidiaries, has effected any transaction in the Old Convertible Debentures during the 40 business days preceding the date of this filing. ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE ISSUER'S SECURITIES. The information under the headings "Prospectus Summary -- The Merger and Related Financings", "The Merger and Related Financings" and "Contracts, Arrangements, Understandings and Relationships with Respect to the Old Convertible Debentures" in the Prospectus is incorporated herein by reference. ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED. The information under the headings "The Exchange Offer -- Exchange Agent and Information Agent" and "The Exchange Offer -- Dealer Managers" in the Prospectus is incorporated herein by reference. ITEM 7. FINANCIAL INFORMATION. (a)(1) The information under the heading "Index to Financial Statements" in the Prospectus is incorporated herein by reference. (a)(2) The information under the heading "Index to Financial Statements" in the Prospectus is incorporated herein by reference. (a)(3) The information under the heading "Prospectus Summary -- Summary Financial Information" in the Prospectus is incorporated herein by reference. (a)(4) The information under the heading "Prospectus Summary -- Summary Financial Information" in the Prospectus is incorporated herein by reference. (b)(1)-(3) The information under the headings "Unaudited Pro Forma Condensed Combined Financial Information" and "Notes to Unaudited Pro Forma Condensed Combined Financial Information" in the Prospectus is incorporated herein by reference. ITEM 8. ADDITIONAL INFORMATION. (a) Not applicable. (b) The information under the heading "Gaming Regulation and Licensing" in the Prospectus is incorporated by reference. (c) Not applicable. (d) Not applicable. (e) Additional material information is set forth in the Prospectus and the related Letter of Transmittal, which are attached hereto as Exhibits 9(a)(1) and 9(a)(2), respectively, and are incorporated herein by reference. 3 ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NUMBER DESCRIPTION - --------- ------------------------------------------------------------------------------------------------- 9(a)(1) -- Prospectus dated May 9, 1996. (Filed with the Company's Form S-4 Reg. No. 333-2799 (the "Form S-4")) 9(a)(2) -- Form of Letter of Transmittal. (Filed as Exhibit 99.1 to the Form S-4) 9(a)(3) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (Filed as Exhibit 99.2 to the Form S-4) 9(a)(4) -- Form of Letter from Alliance Gaming Corporation to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. (Filed as Exhibit 99.3 to the Form S-4) 9(a)(5) -- Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients. (Filed as Exhibit 99.4 to the Form S-4) 9(a)(6) -- Form of Notice of Guaranteed Delivery. (Filed as Exhibit 99.5 to the Form S-4) 9(c)(1) -- Indenture dated as of September 14, 1993 between the Company and NationsBank of Texas, N.A., as Trustee, pursuant to which the Old Convertible Debentures have been issued. (Filed as Exhibit 4.4 to the Form S-4) 9(c)(2) -- Form of Indenture between Alliance Gaming Corporation and The Bank of New York in respect of the New Convertible Debentures, including form thereof. (Filed as Exhibit 4.7 to the Form S-4) 9(c)(3) -- Form of Dealer Manager Agreement. (Filed as Exhibit 1.1 to the Form S-4) 9(d)(1) -- Opinion of Milbank, Tweed, Hadley & McCloy as to certain tax matters. (Filed as Exhibit 8 to the Form S-4) 9(d)(2) -- Opinion of Milbank, Tweed, Hadley & McCloy as to certain legal matters relating to the New Convertible Debentures. (Filed as Exhibit 5.2 to the Form S-4) 9(d)(3) -- Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey as to certain legal matters. (Filed as Exhibit 5.1 to the Form S-4) 9(e) -- See Exhibit 9(a)(1) above.
4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13E-4 is true, complete and correct. ALLIANCE GAMING CORPORATION By: /s/ JOHN W. ALDERFER -------------------------------------- Name: John W. Alderfer Title: Chief Financial Officer Dated: May 9, 1996 5 -----END PRIVACY-ENHANCED MESSAGE-----