-----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, S6AmxMTylXApV4aQkUhiHUgXJ/bxo+OPQ1tfgaNWZ5srTH0MY3pbQXVSOtMk5AAK EAqYtmKCp1i4OLg/rss4dA== 0000351903-00-000002.txt : 20000106 0000351903-00-000002.hdr.sgml : 20000106 ACCESSION NUMBER: 0000351903-00-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000105 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAYERS INTERNATIONAL INC /NV/ CENTRAL INDEX KEY: 0000796912 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954175832 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42573 FILM NUMBER: 501594 BUSINESS ADDRESS: STREET 1: 1300 ATLANTIC AVENUE STREET 2: SUITE 800 CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 BUSINESS PHONE: 6094497727 MAIL ADDRESS: STREET 1: 1300 ATLANTIC AVE STREET 2: STE 800 CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 FORMER COMPANY: FORMER CONFORMED NAME: PLAYERS CLUB INTERNATIONAL INC DATE OF NAME CHANGE: 19861020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JACKPOT ENTERPRISES INC CENTRAL INDEX KEY: 0000351903 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880169922 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1110 PALMS AIRPORT DR CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7022635555 MAIL ADDRESS: STREET 1: 1110 PALMS AIRPORT DRIVE STREET 2: 1110 PALMS AIRPORT DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89119 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------------------- SCHEDULE 13D/A Amendment No. 2 Under the Securities Exchange Act of 1934 PLAYERS INTERNATIONAL, INC. ---------------------------------------- (Name of issuer) Common Stock $.005 par value per share -------------------------------------- (Title of class of securities) 727903106 --------------------------------- (CUSIP Number) Don R. Kornstein Jackpot Enterprises, Inc. 1110 Palms Airport Drive Las Vegas, Nevada 89119 Tel. No.: (702) 263-5402 --------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) December 23, 1999 ------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following |_|. Check the following box if a fee is being paid with the statement |_|. 1. NAME OF REPORTING PERSON Jackpot Enterprises, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 88-0169922 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Nevada - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER 0 OWNED BY ----------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------------- PERSON 10. SHARED DISPOSITIVE POWER 0 WITH ----------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $.005 per share (the "Common Stock"), of Players International, Inc. (the "Issuer"). The Issuer is a Nevada corporation with its principal executive offices located at 1300 Atlantic Avenue, Suite 800, Atlantic City, New Jersey 08401. Item 2. Identity and Background. The name of the person filing this statement is Jackpot Enterprises, Inc., a Nevada corporation ("Jackpot" or, the "Filing Person"). The address of the principal business and principal office of Jackpot is 1110 Palms Airport Drive, Las Vegas, Nevada 89119. The current principal business of Jackpot is to provide gaming machine route operations throughout Nevada. Schedule A sets forth the name, citizenship, business or residence address and present principal occupation or employment, as well as the name and address of any corporation or other organization in which such occupation or employment is conducted, of each of the directors and executive officers of Jackpot as of the date hereof. During the last five years, neither the Filing Person, nor, to the knowledge of the Filing Person, any person named in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. During the last five years, neither the Filing Person, nor, to the knowledge of the Filing Person, any person named in Schedule A, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The initial Schedule 13D, filed on February 18, 1999 related to twelve stockholder support agreements (the "Support Agreements") among Jackpot and, respectively, The Griffin Group, Inc., Mr. Peter Aranow, Mr. Vince J. Naimoli, Mr. Howard A.Goldberg, Mr. Patrick Madamba, Mr. Earl E. Webb, Mr. Larry Cohen, Mr. Marshall Geller, Mr. Alan R. Buggy, Mr. John Groom, Mr. Lee Seidler, and Mr. Charles Masson (collectively, the "Stockholders") and the associated proxy granted to Jackpot by the Stockholders in connection with the execution of the Agreement and Plan of Merger among Jackpot, JEI Merger Corp. and the Issuer dated as of February 8, 1999 (the "Merger Agreement") relating to the proposed acquisition of the Issuer by Jackpot. The Merger Agreement was terminated in August 1999 prior to consummation of the proposed acquisition. Amendment No. 1 to the Schedule 13D filed on February 18, 1999, related to the purchase in the open market by Jackpot of 1,014,400 shares of the Issuer's common stock, at a purchase price of $6.04 per share, which included all commissions. These shares were purchased with working capital, as described in Item 4 below. This Amendment Number 2 to the Schedule 13D relates to the sale by Jackpot in a private transaction of 1,004,400 shares of the Issuer's common stock at a price of $8.38 per share. Previously Jackpot sold 10,000 shares of the issuer's common stock in open market transactions. Item 4. Purpose of Transaction. On March 10, 1999, Jackpot purchased 1,014,400 shares of the Issuer's Common Stock in the open market with working capital. Jackpot purchased such shares of the Issuer's Common Stock because the price of the shares purchased by Jackpot was substantially lower than the price per share as contemplated in the Merger Agreement. On December 23, 1999 Jackpot sold, in a private transaction, 1,004,400 shares of the Issuer's common stock at a price of $8.38 per share. Previously, Jackpot sold 10,000 shares of the issuer's common stock in open market transactions. Except as set forth above or in this paragraph and Item 5 below, Jackpot has not formulated any plans or proposals which relate to or would result in: (i) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (ii) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (iii) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (iv) any change in the present board of directors or management of the Issuer, (v) any material change in the Issuer's capitalization or dividend policy, (vi) any other material change in the Issuer's business or corporate structure, (vii) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (viii) causing a class of the Issuer's securities to be deregistered or delisted, (ix) a class of equity securities of the Issuer becoming eligible for termination of registration or (x) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. As a result of the sales described in Item 4 above, the Filing Person is not the beneficial owner, as of December 23, 1999, of any shares of Common Stock of the Issuer. To the knowledge of the Filing Person, except as discussed in Item 4 above, neither the Filing Person nor any other person referred to in Schedule A beneficially owns or has acquired or disposed of any shares of Common Stock of the Issuer during the past 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to be Filed as Exhibits. None Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. JACKPOT ENTERPRISES, INC. By: /s/ Bob Torkar __________________________________________ Bob Torkar Senior Vice President - Finance, Treasurer and Chief Accounting Officer Date: January 5, 2000 Schedule A DIRECTORS OF JACKPOT ENTERPRISES, INC. The name, present business address and present principal occupation or employment of each director of Jackpot Enterprises, Inc. are set forth below. Each person listed below is a citizen of the United States of America. Present Principal Name Occupation/Employment Present Business Address Allan R. Tessler Co-Chairman and Co-Chief 3490 Clubhouse Drive I-2 Executive Officer of Data Wilson, WY 83014 Broadcasting Corporation Don R. Kornstein President and Chief 1110 Palms Airport Drive Executive Officer of Las Vegas, Nevada 89119 Jackpot Enterprises, Inc. David R. Markin President and Chief 2016 North Pitcher Street Executive Officer of Kalamazoo, MI 49007 Checker Motors Corporation Robert L. McDonald, Sr. Senior Partner of the 241 Ridge Street, 4th Floor law firm McDonald Carano Reno, Nevada 89501 Wilson McCune Bergin Frankovich & Hicks LLP
EXECUTIVE OFFICERS OF JACKPOT ENTERPRISES, INC. The name and title of each executive officer of Jackpot Enterprises, Inc. are set forth below. The present business address of each executive officer listed below is 1110 Palms Airport Drive, Las Vegas, Nevada 89119 and each person listed below is a citizen of the United States of America. Name: Title: Don R. Kornstein President and Chief Executive Officer George Congdon Senior Vice President - Operations Bob Torkar Senior Vice President - Finance, Treasurer and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----