-----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, Opv6Bf7k+pB1eHnuuk6hd8iz9cCFizt/5HY6kR+psljt6UPuX93XohKsCsXfVAu4 ElLNO5PJRq7A7OdxEsA82Q== 0000898432-98-000101.txt : 19980204 0000898432-98-000101.hdr.sgml : 19980204 ACCESSION NUMBER: 0000898432-98-000101 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980203 SROS: NONE SUBJECT COMPANY: 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 SEC ACT: SEC FILE NUMBER: 005-33496 FILM NUMBER: 98519993 BUSINESS ADDRESS: STREET 1: 1110 PALMS AIRPORT DR CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7023693424 MAIL ADDRESS: STREET 2: 1110 PALMS AIRPORT DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAVIA KENNETH W SR CENTRAL INDEX KEY: 0000925358 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1101 E BALBOA BLVD CITY: NEWPORT BEACH STATE: CA ZIP: 92661-1313 BUSINESS PHONE: 7146753850 MAIL ADDRESS: STREET 1: 1101 E BALBOA BLVD CITY: NEEWPORT BEACH STATE: CA ZIP: 92661 SC 13D/A 1 Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D (AMENDMENT NO. 1) Under the Securities Exchange Act of 1934 Jackpot Enterprises, Inc. ------------------------- (Name Of Issuer) Common Stock ------------ (Title Of Class Of Securities) 466392107 --------- (Cusip Number) Kenneth W. Pavia, Sr. Bolero Investment Group, L.P. Ingraham Building 25 S.E. 2nd Avenue, Suite 720 Miami, Florida 33131 (305) 371-5200 -------------- (Name, Address And Telephone Number Of Person Authorized To Receive Notices And Communications) Copy To: Troy J. Rillo Kirkpatrick & Lockhart LLP 201 S. Biscayne Boulevard, Suite 2000 Miami, Florida 33131 (305) 539-3355 February 3, 1998 ---------------- (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 schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. CUSIP No. 466392107 Page 2 ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 to Schedule 13D is being filed on behalf of the undersigned Reporting Persons to amend the Schedule 13D filed January 14, 1998 (the "Schedule 13D"), relating to shares of common stock, par value $0.01 per share (the "Shares"), of Jackpot Enterprises, Inc., a Nevada corporation (the "Company"). The principal executive offices of the Company are located at 1110 Palms Airport Drive, Las Vegas, Nevada 89119. Unless otherwise indicated, all capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 to the Schedule 13D is hereby amended, in pertinent part, as follows: On February 3, 1998, Mr. Pavia, on behalf of the Bolero Investment Group, L.P., delivered a letter to the Company, which letter is filed as Exhibit 2 and is incorporated by reference herein, which notified the Board of Directors of the Company of his intention to present the following proposal (the "Proposal") at the Company's 1998 Annual Meeting of Shareholders, and requesting that the Proposal and the Supporting Statement set forth below be included in the Company's proxy solicitation materials for such meeting. RESOLVED, that the shareholders hereby inform the Board of Directors that it is the desire of the shareholders that the Board of Directors immediately take the necessary steps to achieve a sale, merger or other acquisition of the Company on terms that will maximize shareholder value as promptly as possible. SUPPORTING STATEMENT: Proponent believes that the company is facing a variety of challenges and opportunities that management has failed or refused to address. Factors such as the loss of a significant chain store customer, the inability to sell the casino operations, increasingly competitive market conditions and the consolidation that is occurring within the industry are events or trends that Jackpot is ill-equipped to satisfactorily resolve. These factors are fundamental issues facing the company, and management has failed to take advantage of opportunities. Proponent also believes that the company's stock has underperformed, and that the current, laggard stock price does not reflect the company's true value. The Board of Directors should take immediate action to take all necessary steps to achieve a sale, merger or other acquisition of the Company on terms that will maximize shareholder value as promptly as possible. Proponent believes that this action would be in accordance with the fiduciary obligations of the Board of Directors. The Board of Directors must understand that the shareholders' best interests would now best be served by prompt, diligent, and good faith implementation of the above resolution. This would be a positive means to enable the company to realize its potential, and to yield the kind of returns which we as shareholders deserve. Shareholders are urged to vote "FOR" the proposal. CUSIP No. 466392107 Page 3 The Reporting Persons reserve the right to solicit proxies for the Proposal or for other proposals, if any, which they may decide to present at the meeting. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to Schedule 13D). Exhibit 2 Letter from Mr. Pavia to the Company dated February 3, 1998. Exhibit 3 Form of Press Release. CUSIP No. 466392107 Page 4 SIGNATURE After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each certifies that the information set forth in this statement is true, complete and correct. Dated: February 3, 1998 Bolero Investment Group, L.P. By: /s/ Kenneth W. Pavia -------------------- Name: Kenneth W. Pavia, Sr. Its: General Partner /s/ Kenneth W. Pavia -------------------- Kenneth W. Pavia, Sr. FHI, Inc. By: /s/ Kenneth W. Pavia -------------------- Name: Kenneth W. Pavia, Sr. Its: President Florence Partners, Inc. By: /s/ Charles Powers ------------------ Name: Charles Powers Its: President /s/ Charles Powers ------------------ Charles Powers CUSIP No. 466392107 Page 5 EXHIBIT INDEX Exhibit 1 Joint Filing Agreement (incorporated by reference to Exhibit 1 to Schedule 13D). Exhibit 2 Letter from Mr. Pavia to the Company dated February 3, 1998. Exhibit 3 Form of Press Release. EX-99.1 2 EXHIBIT 1 JOINT FILING AGREEMENT (Incorporated by reference to Exhibit 1 to Schedule 13D filed with the Securities and Exchange Commission on January 14, 1998) EX-99.2 3 EXHIBIT 2 [Letterhead of Bolero Investment Group, L.P.] February 3, 1998 Mr. Don Kornstein Jackpot Enterprises, Inc. 1110 Palms Airport Drive Las Vegas, Nevada 89119 Re: Bolero Investment Group, L.P./ Shareholder Proposal Dear Mr. Kornstein: As stated in our 13D filing, the Bolero Group has accumulated over five percent (5%) of the outstanding shares of Jackpot Enterprises, Inc. ("Jackpot"). In our previous discussions and correspondence, I had expressed to you my belief that Jackpot's stock was underperforming based on leading market indices and that management had failed to unlock Jackpot's inherent value. Despite your assertion that management was committed to providing long term value, the investment public has apparently remained firmly unconvinced of management's resolve. Factors that might explain this seeming pessimism include management's inability to make an acquisition; the accumulation of cash under the mistaken belief that the retention of same somehow make it more valuable; the existence of prohibitive compensation packages and golden parachutes; your admission that the industry was facing a variety of challenges; the loss of a significant chain store customer and the inability of the company to divest itself of its casino operations. Despite my attempts to discuss these issues with management, it is my perception that your administration is unwilling or unable to address these concerns and implement a strategic plan that coherently addresses the challenges facing Jackpot. As stated previously, Bolero believes that Jackpot's highest and best use would be as a division of a larger company, a private company, or as a consolidated member of a strategic alliance. Based on management's intransigent stance and apparent paralysis in unlocking the company's value, I am proposing the following resolution to be presented to the shareholders at Jackpot's 1998 annual meeting: RESOLVED, that the shareholders hereby inform the Board of Directors that it is the desire of the shareholders that the Board of Directors immediately take the necessary steps to achieve a sale, merger or other acquisition of the Company on terms that will maximize shareholder value as promptly as possible. SUPPORTING STATEMENT: Proponent believes that the company is facing a variety of challenges and opportunities that management has failed or refused to address. Factors such as the loss of a significant chain store customer, the inability to sell the casino operations, increasingly competitive market conditions and the consolidation that is occurring within the industry are events or trends that Jackpot is ill-equipped to satisfactorily resolve. These factors are fundamental issues Page 2 facing the company, and management has failed to take advantage of opportunities. Proponent also believes that the company's stock has underperformed, and that the current, laggard stock price does not reflect the company's true value. The Board of Directors should take immediate action to take all necessary steps to achieve a sale, merger or other acquisition of the Company on terms that will maximize shareholder value as promptly as possible. Proponent believes that this action would be in accordance with the fiduciary obligations of the Board of Directors. The Board of Directors must understand that the shareholders' best interests would now best be served by prompt, diligent, and good faith implementation of the above resolution. This would be a positive means to enable the company to realize its potential, and to yield the kind of returns which we as shareholders deserve. Shareholders are urged to vote "FOR" the proposal. As general partner of the Bolero Investment Group, I am beneficial owner of 462,000 shares of Jackpot common stock. I hereby certify that: (i) I have been the beneficial owner of at least one thousand dollars in market value of securities entitled to be voted on the proposal at the 1998 Annual Meeting of Shareholders; (ii) I have held such securities for at least one year; and (iii) I intend to continue to own such shares through the date of the 1998 Annual Meeting of Shareholders. I am not the holder of record of any shares at this time. The Schedule 13D filed by Bolero, FHI, Inc., Florence Partners Inc., Mr. Charles Powers and myself with the Securities and Exchange Commission on January 14, 1998, set forth transactions pursuant to which I acquired beneficial ownership of certain Jackpot shares. I have not acquired any additional shares since that filing. Please advise as to the Board's position on this matter and if there are any additional requirements necessary to include the proposal in the proxy materials. Sincerely, /s/ Kenneth W. Pavia Kenneth W. Pavia, G.P. EX-99.3 4 EXHIBIT 3 BOLERO INVESTMENT GROUP ANNOUNCES SHAREHOLDER RESOLUTION TO SELL JACKPOT ENTERPRISES, INC. INVESTORS HOLD 5.0% OF JACKPOT SHARES MIAMI, FL., FEBRUARY 3, 1998 - Bolero Investment Group, L.P. and its General Partner, Kenneth W. Pavia, Sr. have announced their intent to present the following resolution at Jackpot Enterprises, Inc.'s 1998 annual shareholders' meeting: RESOLVED, that the shareholders hereby inform the Board of Directors that it is the desire of the shareholders that the Board of Directors immediately take the necessary steps to achieve a sale, merger or other acquisition of the Company on terms that will maximize shareholder value as promptly as possible. Mr. Pavia, in a letter to Mr. Don Kornstein, CEO of Jackpot, states that the company appears to lack a strategic plan in addressing the challenges confronting the company. Mr. Pavia also reiterated his belief, based on industry and market factors, that Jackpot's highest and best use would be as a division of a larger company, a private company, or as a consolidated member of a strategic alliance. In addition to the foregoing, Mr. Pavia offered a number of reasons that may have contributed to the under-valuation of the company's stock, including management's inability to make an acquisition; the accumulation of cash under the mistaken belief that the retention of same somehow make it more valuable; and the inability of the company to divest itself of its casino operations. -----END PRIVACY-ENHANCED MESSAGE-----