SC 13G/A 1 sc13ga1_shfl.htm AMENDMENT NO. 1
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

SHUFFLE MASTER, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

825549108

(CUSIP Number)

 

December 31, 2008

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

[_]

Rule 13d-1(b)

x

Rule 13d-1(c)

[_]

Rule 13d-1(d)

 

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act’) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 


CUSIP No. 825549108

Page 2 of 9 Pages

SCHEDULE 13G

 

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Serengeti Asset Management LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o
(b)  x

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

2,658,000

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

2,658,000

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,658,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


  o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.95%

12

TYPE OF REPORTING PERSON

PN

 

 

 

 

 


CUSIP No. 825549108

Page 3 of 9 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

J.L. Serengeti Management LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o
(b)  x

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

2,658,000

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

2,658,000

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,658,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


  o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.95%

12

TYPE OF REPORTING PERSON

OO

 

 

 

 


CUSIP No. 825549108

Page 4 of 9 Pages

SCHEDULE 13G

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Joseph A. LaNasa III

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o
(b)  x

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

2,658,000

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

2,658,000

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,658,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


  o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.95%

12

TYPE OF REPORTING PERSON

IN

 

 

 

 


CUSIP No. 825549108

Page 5 of 9 Pages

SCHEDULE 13G

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

Serengeti Overseas Ltd.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o
(b)  x

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

2,658,000

6

SHARED VOTING POWER

-0-

7

SOLE DISPOSITIVE POWER

2,658,000

8

SHARED DISPOSITIVE POWER

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,658,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


 o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.95%

12

TYPE OF REPORTING PERSON

CO

 

 

 

 


CUSIP No. 825549108

Page 6 of 9 Pages

SCHEDULE 13G

 

ITEM 1.

(a)

Name of Issuer

 

 

 

Shuffle Master, Inc.

 

 

(b)

Address of Issuer’s Principal Executive Offices

 

 

 

 

 

1106 Palms Airport Drive
Las Vegas, Nevada 89119

 

 

 

 

 

ITEM 2.

(a)

Name of Persons Filing

 

 

 

 

 

This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

 

 

 

 

(i)     Serengeti Asset Management LP

 

 

 

 

 

(ii)    J.L. Serengeti Management LLC

 

 

 

 

 

(iii)   Joseph A. LaNasa III

 

 

 

 

 

(iv)   Serengeti Overseas Ltd

 

 

 

 

(b)

Address of Principal Business Office, or if None, Residence

 

 

 

 

 

The address of the principal business offices of the Reporting Persons is:

632 Broadway, 12th Floor
New York, NY 10012

 

 

 

 

(c)

Citizenship

 

 

 

 

 

(i)     a Delaware limited partnership

 

 

 

 

 

(ii)    a Delaware limited liability company

 

 

 

 

 

(iii)   a citizen of the United States

 

 

 

 

 

(iv)   an exempted company incorporated in the Cayman Islands

 

 

 

 

(d)

Title of Class of Securities

 

 

 

 

 

Common Stock, par value $0.01 per share (the “Common Stock”)

 

 

 

 

(e)

CUSIP Number

 

 

 

 

 

825549108

 

 

 

 

 

 

ITEM 3.

This statement is not being filed pursuant to either Rule 13d-1(b) or 13d-2(b) or (c).

 

 

 

 

 

 

 


CUSIP No. 825549108

Page 7 of 9 Pages

SCHEDULE 13G

 

 

ITEM 4.

Ownership

 

 

 

(a)

(i)

As of December 31, 2008 (the “Reporting Date”), Serengeti Asset Management LP, J.L. Serengeti Management LLC and Joseph A. LaNasa III may be deemed to be the beneficial owner of 2,658,000 shares of Common Stock.

 

 

 

 

 

 

(ii)

As of the Reporting Date, Serengeti Overseas Ltd may be deemed to own 2,658,000 shares of Common Stock.

 

 

 

 

(b)

Based on there being 53,645,515 shares of Common Stock reported as outstanding as of January 8, 2009 in the Company’s Form 10-K, dated January 14, 2009, filed with the Securities and Exchange Commission on January 14, 2009:

 

 

 

 

 

(i)

Serengeti Asset Management LP, J.L. Serengeti Management LLC and Joseph A. LaNasa III may be deemed to be the beneficial owner of Common Stock representing 4.95 % of the Company’s issued and outstanding Common Stock.

 

 

 

 

 

 

(ii)

Serengeti Overseas Ltd may be deemed to be the owner of Common Stock representing 4.95 % of the Company’s issued and outstanding Common Stock.

 

 

(c)

(i)

Serengeti Asset Management LP, J.L. Serengeti Management LLC and Joseph A. LaNasa III may be deemed to have the sole power to direct the voting and disposition of 2,658,000 shares of Common Stock.

 

 

 

 

 

 

(ii)

Serengeti Overseas Ltd may be deemed to have the sole power to direct the voting and disposition of 2,658,000 shares of Common Stock.

 

 

ITEM 5.

Ownership of Five Percent or Less of a Class

 

 

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following x.

 

 

 

 

ITEM 6.

Ownership of More Than Five Percent on Behalf of Another Person

 

 

 

Not applicable.

 

 

 

 

ITEM 7.

Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

 

 

Not applicable.

 

 

 

 

ITEM 8.

Identification and Classification of Members of the Group

 

 

 

See Item 2.

 

 

 

 

 

 


CUSIP No. 825549108

Page 8 of 9 Pages

SCHEDULE 13G

 

 

 

ITEM 9.

Notice of Dissolution of Group

 

 

 

Not applicable.

 

 

 

 

ITEM 10.

Certifications

 

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 


CUSIP No. 825549108

Page 9 of 10 Pages

SCHEDULE 13G

 

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 17, 2009

 

 

 

 

SERENGETI ASSET MANAGEMENT LP

 

 

By: 



/s/ Brandon W. Gardner

 

 

 

Name:  Brandon W. Gardner
Title:   Authorized Person

 

 

 

 

 

J.J. SERENGETI MANAGEMENT LLC

 

 

By: 



/s/ Joseph A. LaNasa III

 

 

 

Name:  Joseph A. LaNasa III
Title:   Authorized Person

 

 

 

 

 

JOSEPH A. LANASA III

 

 

 



/s/ Joseph A. LaNasa III

 

 

 

Name:  Joseph A. LaNasa III

 

 

 

 

 

SERENGETI OVERSEAS Ltd.

 

 


By:


Serengeti Asset Management LP,
its Investment Advisor

 

 

By: 



/s/ Brandon W. Gardner

 

 

 

Name:  Brandon W. Gardner
Title:   Authorized Person