UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Silicon Gaming, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 Par Value
- --------------------------------------------------------------------------------
(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 02181
781-283-8500
- --------------------------------------------------------------------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
July 8, 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 13 Pages)
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 2 OF 13 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 1,051,900
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,051,900
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,900
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 13 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 699,460
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 699,460
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 4 OF 13 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 699,460
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 699,460
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
699,460
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 827054107 PAGE 5 of 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Overseas Corp.
98-01511108
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
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 240,860
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 240,860
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,860
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 827054107 PAGE 6 of 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Galileo, LLC
04-3304422
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 240,860
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 240,860
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,860
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 827054107 PAGE 7 of 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Copernicus Fund, L.P.
04-3193825
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 60,560
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 60,560
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,560
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 827054107 PAGE 8 of 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ Copernicus, LLC
04-3304417
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 60,560
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 60,560
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,560
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
14 TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 827054107 PAGE 9 of 13 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kepler Overseas Corp.
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
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 51,020
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 51,020
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,020
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 10 OF 13 PAGES
ITEM 1. SECURITY AND ISSUER:
This Amendment No. 2 to Schedule 13D ("Amendment No. 1") should be read in
conjunction with the Schedule 13D dated May 7, 1998 ("Schedule 13D") and
Amendment No. 1 dated June 11, 1998 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. 2 amends the
Schedule 13D and Amendment No. 1 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 or Amendment No. 1.
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:
The second paragraph in Item 3 is deleted in its entirety and amended as
follows:
In addition, 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 of 120%. The
exercise price was reset pursuant to an amendment to the Securities Purchase
Agreement dated September 30, 1997. The Warrants are exercisable for a five-
year period beginning six months following the date of issuance.
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 11 OF 13 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER:
Item 6 is amended by adding the following paragraph.
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 purchased 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% on July 15, 1999. The Warrants are exercisable for a five year period
beginning six months following the date of issuance. The Warrants were
purchased pursuant to an amendment to the Securities Purchase Agreement dated
September 30, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit 99 (a) (1) Limited Power of Attorney for Section 16(a) and
Section 13(d) Filings
<PAGE>
SCHEDULE 13D
CUSIP NO. 827054107 PAGE 12 OF 13 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 13 OF 13 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. Harmetz, Mr. Breazzano and Ms. Mencher are U. S. citizens. Mr. Austin
and Mr. Hunter are Cayman Islands citizens.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
===== =======================================
Daniel G. Harmetz Principal of DDJ Capital Management, LLC, DDJ Galileo,
LLC and DDJ Copernicus, LLC
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
LIMITED POWER OF ATTORNEY
FOR
SECTION 16(a) AND SECTION 13(d) FILINGS
Know all be these presents, that the undersigned hereby
constitutes and appoints Wendy Schnipper Clayton, the
undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned,
on its own behalf and in the undersigned's
capacity as a Member of DDJ Capital Management,
LLC, DDJ Copernicus, LLC and DDJ Galileo, LLC,
collectively, (the "DDJ Entities"), Forms 3, 4 and
5 and amendments thereto in accordance with
Section 16(a) of the Securities Exchange Act of
1934 (the "Exchange Act") and the rules
thereunder, and Schedule 13D and amendments
thereto in accordance with Section 13(d) of the
Exchange Act and the rules thereunder; and
(2) Do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such Form
3, 4 or 5 or amendment thereto, or Schedule 13D or
amendment thereto, and timely file such form or
schedule with the United States Securities and
Exchange Commission (the "SEC") and any stock
exchange or similar authority.
The undersigned hereby grants to such attorney-in-fact
full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power of Attorney
and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorney-in-fact, in serving
in such capacity at the request of the undersigned, is not
assuming any of the undersigned's responsibilities to comply
with Sections 13 or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and
effect until revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact. This Power of
Attorney may be filed with the SEC as a confirming statement
of the authority granted herein.
Page 1 of 2
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of this 1st day of
June, 1998.
Print Name Below:
Judy K. Mencher
/s/ Judy K. Mencher
Signature
LIMITED POWER OF ATTORNEY FOR SECTION 16(a) &
SECTION 13(d) FILINGS
Page 2 of 2
