SILICON GAMING INC
SC TO-I/A, 2000-07-06
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE TO I/A
                                 (Rule 14d-100)

            TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                              SILICON GAMING, INC.
                       ----------------------------------
                       (Name of Subject Company (Issuer))


                          SILICON GAMING, INC. - ISSUER
--------------------------------------------------------------------------------
(Name of Filing Persons (Identifying Status of Offeror, Issuer or Other Person))

                                  COMMON STOCK
                         ------------------------------
                         (Title of Class of Securities)

                                   827054 10 7
                      -------------------------------------
                      (CUSIP Number of Class of Securities)


          Andrew S. Pascal                              With Copy to:
President and Chief Executive Officer               Joseph M. Crabb, Esq.
        Silicon Gaming, Inc.                         Joel J. Agena, Esq.
       2800 West Bayshore Road                 Squire, Sanders & Dempsey L.L.P.
        Palo Alto, California                40 North Central Avenue, Suite 2700
           (650) 842-9000                           Phoenix, Arizona 85004

  (Name, Address and Telephone Numbers of Person Authorized to Receive Notices
               and Communications on Behalf of the Filing Person)

                            CALCULATION OF FILING FEE
================================================================================
     Transaction value                                 Amount of Filing Fee
--------------------------------------------------------------------------------

           N/A                                                 N/A
================================================================================

[ ] Check box if any part of the fee is offset as  provided  by Rule  0-11(a)(2)
and  identify  the filing with which the  offsetting  fee was  previously  paid.
Identify the previous filing by registration  statement  number,  or the Form or
Schedule and the date of its filing.

Amount Previously Paid: _____________       Filing Party: ________________
Form or Registration No.: ____________      Date Filed: _________________

[ ] Check the box if the filing  relates  solely to  preliminary  communications
    made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[ ] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
<PAGE>
ITEM 4. TERMS OF THE TRANSACTION.

The exchange  offer expired at 5:00 P.M. New York City time on June 30, 2000. At
the time of expiration,  the Company's  exchange agent had received 541 Election
Notices  representing  11,585,457  shares of common stock  participating  in the
exchange offer.

The  information  set forth in the press release  attached as Exhibit  (1)(a) is
incorporated herein by reference.

ITEM 12. EXHIBITS.

Exhibit No.                Description
-----------                -----------

(1)(a)                     Press Release dated July 5, 2000.
<PAGE>
                                    SIGNATURE

         After due 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.

                                   Dated: July 5, 20000


                                   SILICON GAMING, INC.


                                   By:  /s/ Andrew S. Pascal
                                        ----------------------------------------
                                   Name:  Andrew S. Pascal
                                   Title:  President and Chief Executive Officer
<PAGE>
                                  EXHIBIT INDEX

                 Exhibit No.              Description
                 -----------              -----------

                 (1)(a)                   Press Release dated July 5, 2000.


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