0000922423-95-000179.txt : 19950821 0000922423-95-000179.hdr.sgml : 19950821 ACCESSION NUMBER: 0000922423-95-000179 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19950630 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19950818 SROS: NYSE 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-04281 FILM NUMBER: 95565381 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 8-K/A 1 =================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: August 18, 1995 (Date of earliest event reported) ALLIANCE GAMING CORPORATION a Nevada corporation (Exact name of registrant as specified in its charter) Nevada 0-4281 88-0104066 (State or other (Commission (I.R.S. Employer jurisdiction of File No.) Identification incorporation of No.) organization) 4380 Boulder Highway Las Vegas, Nevada 89121 (Address of principal executive offices, including zip code) (702) 435-4200 (Registrant's telephone number, including area code) =================================================================== ITEM 5. OTHER EVENTS As previously reported in its Schedule 14D-1 and Amendment No. 2 to Schedule 13D, dated July 28, 1995, on July 28, 1995 Alliance Gaming Corporation (the "Company") commenced a tender offer to acquire up to 4.4 million shares of common stock, par value $.01 per share, of Bally Gaming International, Inc. ("BGII"). In connection therewith, on July 25, 1995, the Company had commenced litigation in the Delaware Chancery Court for New Castle County against BGII, WMS Industries, Inc. ("WMS") and the board of directors of BGII seeking, among other things, expedited discovery regarding the proposed sale of BGII's German subsidiary, to obtain a due diligence review of BGII and to require BGII to set a date for and hold its annual meeting of stockholders. On August 6, 1995, as reported in the Company's press release attached hereto as Exhibit 5.1 under Item 7 and incorporated herein by reference, the court denied the Company's request for expedited discovery relating to BGII's proposed sale of its German subsidiary on the grounds that BGII had represented to the court that such sale would be presented to BGII's stockholders in connection with the required vote on the proposed merger with WMS. On August 8, 1995, as reported in the Company's press release attached hereto as Exhibit 5.2 under Item 7 and incorporated herein by reference, the Company commenced a consent solicitation to elect a majority of independent directors to BGII's board of directors, in order to evaluate offers providing the greatest value to BGII's stockholders. On August 11, 1995, as reported in the Company's press release attached hereto as Exhibit 5.3 under Item 7 and incorporated herein by reference, the Delaware court issued two additional rulings: (1) it denied BGII's application to postpone a hearing to set the record date for BGII's next annual meeting of stockholders (then set for August 14, 1995) and (2) it denied the Company's application to compel BGII to grant the Company a due diligence review, because the Company was not irreparably harmed and had the opportunity to make the case for a due diligence review in connection with the consent solicitation to BGII stockholders. On August 14, 1995, BGII and WMS entered into an agreement with the Company with the intention to explore the resolution of certain disputes related to the pending Delaware litigation. The terms of the agreement are set forth in the letter agreement and press release, attached hereto as Exhibits 5.4 and 5.5, respectively, under Item 7 and incorporated herein by reference. As described in such letter agreement, the parties agreed until September 1, 1995 to refrain from commencing litigation, and all current activities in the pending Delaware litigation instituted by the Company will be held in abeyance until that date. The agreement also provides that the Company has concurred to extend the expiration of its currently pending tender offer for shares of BGII until September 12, 1995 and to refrain from soliciting proxies, consents or the tendering of BGII shares until September 1, 1995. BGII and WMS agreed that until September 1, 1995 they will not engage in solicitation activities against the consents or tenders that the Company is seeking. The agreement further states that BGII will reschedule its stockholders' meeting for consideration of the proposed merger with WMS and for the election of directors from October 11, 1995 (the date for which it had been scheduled) to October 30, 1995. Pursuant to such letter agreement, BGII and WMS are free to continue to proceed with the transactions contemplated by the definitive merger agreement they executed, and the Company is free to proceed with its attempt to seek to combine with BGII. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 1. Exhibit 5.1. Press release dated August 7, 1995. 2. Exhibit 5.2. Press release dated August 8, 1995. 3. Exhibit 5.3. Press release dated August 11, 1995. 4. Exhibit 5.4. Letter agreement among the Company, BGII and WMS, dated August 14, 1995. 5. Exhibit 5.5. Press release dated August 14, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALLIANCE GAMING CORPORATION Date: August 18, 1995 By: /s/ Steve Greathouse -------------------------- Name: Steve Greathouse Title: Chairman/President/ Chief Executive Officer PAGE INDEX TO EXHIBITS 1. Exhibit 5.1. Press release dated August 7, 1995. 2. Exhibit 5.2. Press release dated August 8, 1995. 3. Exhibit 5.3. Press release dated August 11, 1995. 4. Exhibit 5.4. Letter agreement among the Company, BGII and WMS, dated August 14, 1995. 5. Exhibit 5.5. Press release dated August 14, 1995. EX-99.1 2 Exhibit 5.1 FOR IMMEDIATE RELEASE ALLIANCE GAMING RELEASES STATEMENT ON DELAWARE LITIGATION LAS VEGAS, NEVADA, AUGUST 7, 1995 -- Alliance Gaming Corporation (NASDAQ:ALLY) today issued a statement correcting the misleading impression presented in a Bally Gaming International press release issued on Friday concerning a ruling by the Delaware Chancery Court. Alliance said that while Vice Chancellor Jack B. Jacobs did deny Alliance's request for expedited discovery concerning Bally Gaming's proposed sale of its German operations, he did so because Bally Gaming's counsel represented that such proposed sale would be included in a shareholder vote on the overall WMS merger, if and when such vote occurs. Alliance emphasized that the Vice Chancellor did not make any ruling concerning Alliance's request for expedited discovery related to "due diligence" information. EX-99.2 3 Exhibit 5.2 FOR IMMEDIATE RELEASE ALLIANCE GAMING TO MAKE PRELIMINARY FILING FOR CONSENT SOLICITATION TO ELECT MAJORITY OF BALLY GAMING BOARD LAS VEGAS, NEVADA, AUGUST 8, 1995 -- Alliance Gaming Corporation (NASDAQ:ALLY) said that it is making a preliminary filing today with the Securities and Exchange Commission for a consent solicitation to elect a majority of independent directors to the Board of Directors of Bally Gaming International, Inc. Alliance said that the independent directors would be committed to the following: 1) They would permit Alliance and its banks to conduct due diligence. 2) If following due diligence, the independent directors are satisfied with Alliance's financing, they will accept Alliance's offer. 3) Otherwise, the independent directors will resign, leaving the Board under the control of three of Bally Gaming's current directors and leaving the WMS agreement intact. 4) The independent directors would evaluate any other offer or revised offer providing greater value to Bally Gaming stockholders. In the event that the independent nominees are elected and seated, Alliance thereafter will not reduce its $12.50 offer price or the percentage of cash it is offering in the proposed transaction. A spokesperson for Alliance stated, "It is unfortunate that Alliance has to go to the lengths of a consent solicitation just to get the due diligence we are entitled to. There is no cost to Bally Gaming stockholders in electing the independent nominees or granting us due diligence. We have received an opinion from our counsel, Milbank, Tweed, Hadley & McCloy, stating that Bally Gaming's agreement with WMS allows Bally Gaming to furnish Alliance due diligence without affecting the WMS transaction. In otherwords, if Bally Gaming furnishes Alliance with due diligence, WMS would remain fully obligated to go forward with its deal." Alliance said that it would be announcing its slate of independent nominees to the Bally Gaming Board promptly, and that no Alliance officers or directors would be on the slate. Alliance said that it would commence the solicitation within the next few weeks, and that Bally Gaming shareholders should take no action at this time. Georgeson & Company will be acting as solicitor. EX-99.3 4 Exhibit 5.3 FOR IMMEDIATE RELEASE ALLIANCE GAMING ISSUES STATEMENT LAS VEGAS, NEVADA, August 11, 1995 -- Alliance Gaming Corporation (NASDAQ: ALLY) today reported that Vice Chancellor Jack B. Jacobs of the Delaware Chancery Court issued two rulings today. In the first ruling, the Court denied Bally Gaming's application to postpone a Court hearing to set the date of Bally Gaming's annual meeting. That hearing is set for Monday, August 14th. In the second ruling, the Court, in part in light of Alliance Gaming's commencement of its consent solicitation to replace a majority of Bally Gaming's directors, denied the Company's application for the Court to compel Bally Gaming to grant Alliance due diligence. Chancellor Jacobs made his ruling on the grounds that Alliance is not "irreparably damaged" by Bally Gaming's refusal to do so because Alliance has the power to take its case directly to Bally Gaming's shareholders through its previously announced consent solicitation and by opposing the proposed WMS merger when it is presented for shareholder approval. Alliance Gaming said the Court's opinion acknowledged that Alliance Gaming's consent solicitation to replace a majority of Bally Gaming directors is an appropriate means for gaining access to due diligence. Alliance intends to aggressively pursue that course of action. EX-99.4 5 Exhibit 5.4 August 14, 1995 Jeffrey Siegel, Esquire Shack & Siegel, P.C. 530 Fifth Avenue New York, NY 10036 Martin Nussbaum, Esquire Shareff Friedman Hoffman & Goodman, LLP 919 Third Avenue New York, NY 10022-9989 Re: Alliance Gaming Corporation v. Bally Gaming International, Inc., et al., c.a. No. 14440 Gentlemen: Our client, Alliance Gaming Corporation ("Alliance"), and your clients, WMS Industries Inc. ("WMS") and Bally Gaming International Inc. ("BGII"), wish to explore the resolution of certain outstanding disputes. To facilitate this process, Alliance, WMS and BGII agree that: 1. BGII and WMS, and anyone affiliated with either of them acting on behalf of either of them with authorization, will defer institution or threatening any legal action against Alliance, its directors, officers, affiliates, direct or indirect stockholders, bankers and agents, until September 1, 1995. Alliance, and anyone affiliated with Alliance or acting on its behalf with authorization, will defer instituting or threatening any legal action against BGII or WMS, their respective directors, officers, affiliates, direct or indirect stockholders, banker and agents, until September 1, 1995. If no settlement of the disputes has been reached by that date, BGII and WMS will be free to proceed; and Alliance will not raise any objections or defenses as a result of such delay. 2. Until September 1, 1995, Alliance will not, directly or indirectly, pursue implementation of its Consent Solicitation and will not, directly or indirectly, solicit stockholder support therefor, and BGII and WMS will not, directly or indirectly, solicit stockholder rejection thereof. Until September 1, 1995, Alliance will not pursue, directly or indirectly, any solicitation of proxies for any BGII annual or Jeffrey Siegel, Esquire Martin Nussbaum, Esquire August 14, 1995 Page 2 special meeting of stockholders unless, prior to September 1, 1995, BGII and WMS shall commence solicitation of proxies therefor, in which case Alliance shall be free to solicit proxies in opposition. The expiration date of Alliance's tender offer will be extended for 19 days, until September 12, 1995. Until September 1, 1995, Alliance will not, directly or indirectly, solicit tenders and BGII and WMS will not, directly or indirectly, solicit rejection of the tender offer. 3. The BGII stockholders meeting to elect directors, to consider the proposed merger with WMS and to act upon other matters, currently scheduled for October 11, 1995, will be rescheduled to October 30, 1995, without prejudice to the rights of Alliance or any other stockholder of BGII, after September 1, 1995, to seek an order providing that October 30, 1995 shall be the Court-ordered annual meeting date pursuant to S. Del. CS. Section 211. 4. Until September 1, 1995, neither BGII, WMS nor Alliance shall take any action in the litigation currently pending between them; and the deadlines for moving, answering, responding to discovery requests or pending motions, and each such existing deadline, shall be extended for a period of 19 days. 5. Except as expressly provided in paragraph 2, nothing shall be deemed to prohibit BGII or WMS from proceeding with their contemplated transactions, and nothing shall be deemed to prohibit Alliance from proceeding with its proposed transaction. 6. Until September 1, 1995, except by mutual agreement of the parties, neither BGII, WMS nor Alliance will make any comment or provide any information to the press concerning the aforementioned disputes, the subject matter of the pending litigation, the subject matter of any litigation which BGII or WMS may seek to initiate against Alliance, the BGII annual meeting, the WMS merger, the Consent Solicitation, the Alliance tender offer for BGII, or the solicitation of proxies by BGII, Alliance or WMS, except as required by law or by opinion of counsel. Notwithstanding the foregoing, all parties agree that this letter will be made public and that all public filings may be amended as required to reflect its content. The numbered paragraphs shall be binding upon Alliance, WMS and BGII upon your execution of this letter on behalf of your clients and by Michael L. Hirschfeld of Milbank, Tweed, Hadley & McCloy on behalf of Alliance. Promptly upon the execution of this Jeffrey Siegel, Esquire Martin Nussbaum, Esquire August 14, 1995 Page 3 letter, our respective clients shall issue identical press releases disclosing its existence and terms. Very truly yours, /s/ ks Alan J. Stone cc: Michael D. Goldman, Esq. Norman M. Monhait, Esq. Lawrence C. Ashby, Esq. AGREED TO: By:/s/____________________________ Jeffrey Siegel SHACK & SIEGEL, P.C. 530 Fifth Avenue New York, NY 10036 Attorneys for WMS Industries Inc. By:/s/____________________________ Martin Nussbaum SHEREFF FRIEDMAN HOFFMAN & GOODMAN, LLP 919 Third Avenue New York, NY 10022-9989 Attorneys for Bally Gaming International, Inc. By:/s/____________________________ Michael L. Hirschfeld MILBANK, TWEED, HADLEY & McCLOY 1 Chase Manhattan Plaza New York, NY 10005-1413 Attorneys for Alliance Gaming Corporation EX-99.5 6 Exhibit 5.5 FOR IMMEDIATE RELEASE The following statement was issued by Bally Gaming International Inc. (NASDAQ:BGII), WMS Industries, Inc. (NYSE: WMS), and Alliance Gaming Corporation (NASDAQ: ALLY). WILMINGTON, DELAWARE, August 14, 1995 - In order to explore the resolution of certain disputes between them, ( ) Bally Gaming International, Inc. and WMS Industries, Inc. today entered into an agreement with Alliance Gaming Corporation. The agreement provides that BGII will schedule its shareholder meeting for the consideration of the proposed merger with WMS and for the election of directors on October 30, 1995. The agreement also provides that until September 1, 1995 the parties will refrain from commencing litigation, and all current activities in the pending litigation instituted by Alliance will be held in abeyance until that date. Alliance has agreed to extend the expiration of its currently pending tender offer for shares of BGII until September 12, 1995 and to refrain from soliciting proxies, consents or the tendering of BGII shares until September 1, 1995. BGII and WMS agreed that until September 1, 1995 they will not engage in solicitation activities against the consents or tenders that Alliance is seeking. BGII and WMS are free to continue to proceed with the transactions contemplated by the definitive merger agreement they executed. Alliance is free to proceed with its attempt to seek to combine with BGII. The full text of the agreement is attached.