UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Silicon Gaming, Inc.
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(Name of Issuer)
Common Stock, $.001 Par Value
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(Title of Class of Securities)
827054107
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(CUSIP Number)
Wendy Schnipper Clayton, Esq.
DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, MA 02482-7910
781-283-8500
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(Name, address and telephone number of person authorized to receive notices and
communications)
November 3, 1998
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(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 [ ].
(Continued on following pages)
(Page 1 of 9 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 2 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital Management, LLC
04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,066,460
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,066,460
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,066,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
B III Capital Partners, L.P.
04-3341099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,066,460
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,066,460
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,066,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 4 OF 9 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Capital III, LLC
04-3317544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
SEE ITEM #5 (a) [ X ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,066,460
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,066,460
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,066,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 5 OF 9 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 3 to Schedule 13D ("Amendment No. 3") should be read in
conjunction with the Schedule 13D dated May 7, 1998 ("Schedule 13D"), Amendment
No. 1 dated June 11, 1998 ("Amendment No. 1") and Amendment No. 2 dated July 8,
1998 ("Amendment No. 2") each as filed with the Securities and Exchange
Commission by DDJ Capital Management, LLC, a Massachusetts limited liability
company, and certain affiliates. This Amendment No. 3 amends the Schedule 13D,
Amendment No. 1 and Amendment No. 2 only with respect to those items listed
below. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto on the Schedule 13D, Amendment No. 1 and Amendment No.
2.
This filing of Amendment is not, and should be deemed to be, an admission
that the Schedule 13D or any Amendment thereto is required to be filed.
This statement relates to shares of the common stock, $.001 par value (the
"Shares") of Silicon Gaming, Inc. (the "Company"). The principal executive
offices of the Company are located at 2800 West Bayshore Road, Palo Alto, CA
94303.
ITEM 3. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
Item 3 is deleted in its entirety and amended as follows:
The Funds which own or owned Shares purchased in the aggregate 441,460
Shares for cash in the amount of $3,842,631.57 including brokerage commissions.
All 441,460 Shares owned by B III Capital Partners, L.P. were purchased for
cash.
On July 8, 1998, in connection with its purchase of private Senior Notes
from the Company in a private place, B III Capital Partners, L.P. acquired for
cash warrants to purchase 250,000 Shares. The amount of $1,020,000 was
allocated to the purchase of such Warrants. Each Warrant is exercisable to
purchase one share of Common Stock of the Company at an exercise price of $8.00
in cash per share, subject to adjustment and subject to reset at lower of $8.00
or 120% of the closing price on July 15, 1999. Each Warrant is currently
exercisable to purchase one share of Common Stock of the Company and may be
exercised at any time on or prior to July 8, 2003.
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 6 OF 9 PAGES
On September 30, 1997, in connection with its purchase of private Senior
Notes from the Company in a private placement, B III Capital Partners, L.P.
acquired for cash warrants to purchase 375,000 Shares. The amount of
$3,082,500.00 was allocated to the purchase of such Warrants. Each Warrant is
currently exercisable to purchase one share of Common Stock of the Company at an
exercise price of $8.00 per Share, subject to adjustment and subject to reset on
July 15, 1999 to the lower of $8.00 per Share or 120% of the closing price. The
exercise price was reset pursuant to an amendment to the Securities Purchase
Agreement dated September 30, 1997. The Warrants are exercisable at any time on
or prior to September 30, 2002.
Shares purchased and/or sold by the Funds since September 4, 1998 are set
forth on the attached Schedule B.
ITEM 5. INTEREST IN SECURITIES OF ISSUER:
Paragraph (a) in Item 5 is deleted in its entirety and amended as follows:
(a) B III Capital Partners, L.P. beneficially owns, and DDJ Capital III,
LLC and DDJ beneficially own as general partner and investment manager,
respectively, of B III Capital Partners, L.P. 1,066,460 Shares (assuming
exercise of the warrants to purchase 625,000 shares of common stock, see Item
3), or approximately 7.5% of the outstanding Shares of the Company.
Accordingly, DDJ, as investment manager to the Funds may be deemed to
beneficially own 1,066,460 Shares, or approximately 7.5% of the outstanding
Shares of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Not Applicable.
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 7 OF 9 PAGES
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.
DDJ CAPITAL MANAGEMENT, LLC
By: /s/ Wendy Schnipper Clayton
-----------------------------------------
Wendy Schnipper Clayton
Attorney-in-Fact *
*Limited Power of Attorney filed with the SEC on July 15, 1998.
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 8 OF 9 PAGES
SCHEDULE A
===========
The name and present principal occupation or employment of each executive
officer and member of DDJ Capital Management, LLC and each director of the DDJ
Affiliates are set forth below. The business address of each person and the
address of the corporation or organization in which such employment is conducted
is 141 Linden Street, Suite 4, Wellesley, MA 02181, except that the principal
address of Kepler Overseas Corp., Mr. Austin and Mr. Hunter is set forth in Item
2. Mr. Breazzano and Ms. Mencher are U. S. citizens. Mr. Austin and Mr.
Hunter are Cayman Islands citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
David J. Breazzano Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC and DDJ Copernicus, LLC
Judy K. Mencher Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC, DDJ Copernicus, LLC, Vice President of DDJ Overseas
Corporation and Director of Kepler Overseas Corp.
Michael Austin Director of DDJ Overseas Corporation, Director of Kepler
Overseas Corp.; Corporate Director
Dennis Hunter Director of Kepler Overseas Corporation; Managing
Director of Queensgate Bank
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 9 OF 9 PAGES
SCHEDULE B
Silicon Gaming, Inc.
Set forth below is an itemization of all purchases and sales of Shares of
Common Stock since September 4, 1998. The transactions were made for cash in
open market transactions.
TYPE:
PURCHASE AGGREGATE
DATE OR SALE SHARES PRICE
=========================================================
9/29/98 SALE (16,000) $72,205.57
10/7/98 SALE (11,000) $33,218.87
10/13/98 SALE (6,000) $15,781.95
10/16/98 SALE (40,000) $117,888.03
10/19/98 SALE (15,000) $44,074.00
10/21/98 SALE (5,000) $14,537.00
10/22/98 SALE (69,500) $185,003.56
10/26/98 SALE (5,000) $14,224.51
10/28/98 SALE (9,500) $23,745.39
10/29/98 SALE (13,900) $33,763.34
10/30/98 SALE (21,000) $51,492.36
11/2/98 SALE (11,000) $26,156.61
11/3/98 SALE (59,730) $141,895.23
11/4/98 SALE (39,000) $98,639.37
11/5/98 SALE (20,000) $56,448.57
11/6/98 SALE (13,040) $30,968.96
