<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
DUNES HOTELS AND CASINOS INC.
(Name of Issuer)
Common Stock, $.50 par value
(Title of Class of Securities)
265440107
(CUSIP Number)
Kent N. Calfee, Esq., Calfee & Young,
611 North Street, Woodland, CA 95695, (916) 666-2185
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 8, 1997
(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-
l(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(a) for other
parties to whom copies are to be sent.
*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 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 265440107 Page 2 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOHN B. ANDERSON ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,280,756 (See Item 4)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,280,756 (See Item 4)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,280,756 (See Item 4)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.2
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 265440107 Page 3 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CEDAR DEVELOPMENT CO. (formerly Maxim, Inc.) 93-080-0020
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,280,756 (See Item 4)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,280,756 (See Item 4)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,280,756 (See Item 4)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.2
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 265440107 Page 4 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.B.A. INVESTMENTS, INC. 68-004-1316
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,000,000 (See Item 4)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,000,000 (See Item 4)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 (See Item 4)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.1
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 265440107 Page 5 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BABY GRAND CORP. 88-013-7221
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
-0-
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 1,280,756 (See Item 4)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,280,756 (See Item 4)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,280,756 (See Item 4)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Item 1. Security and Issuer.
This statement relates to the common stock, $.50 par value
("Common Stock") of Dunes Hotels and Casinos Inc., a New York
corporation ("Dunes"). Dunes' principal executive offices are
located at 4600 Northgate Blvd., Suite 130, Sacramento,
California 95834.
The principal executive officers of Dunes include:
President John B. Anderson
4600 Northgate Blvd., Suite 130
Sacramento, California 95834
Vice President Brent L. Bowen
4600 Northgate Blvd., Suite 130
Sacramento, California 95834
Secretary Edward Pasquale
4600 Northgate Blvd., Suite 130
Sacramento, California 95834
Treasurer James H. Dale
4600 Northgate Blvd., Suite 130
Sacramento, California 95834
Item 2. Identity and Background.
A. Reporting Parties
The reporting parties are John B. Anderson ("Anderson"),
Cedar Development Co., formerly Maxim Inc. ("Cedar"), J.B.A.
Investments, Inc. ("J.B.A.") and Baby Grand Corp. ("Baby Grand").
1. Anderson
The information called for in this sub-item is incorporated
herein by reference to Amendment No. 9 to Schedule 13D (file no.
5-33952) dated March 20, 1997, Item 2(A)(1), page 9.
Page 6 of 18 Pages
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2. Cedar
The information called for in this sub-item is incorporated
herein by reference to Amendment No. 9 to Schedule 13D (file no.
5-33952) dated March 20, 1997, Item 2(A)(2), pages 9 and 10.
3. J.B.A.
The information called for in this sub-item is incorporated
herein by reference to Amendment No. 9 to Schedule 13D (file no.
5-33952) dated March 20, 1997, Item 2(A)(3), page 10.
4. Baby Grand
The information called for in this sub-item is incorporated
herein by reference to Amendment No. 9 to Schedule 13D (file no.
5-33952) dated March 20, 1997, Item 2(A)(4), page 11.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is not applicable to this Amendment No. 10 to
Schedule 13D.
Item 4. Purpose of Transaction.
As previously reported, the Federal Deposit Insurance
Corporation ("FDIC") filed an action in the United States
District Court, District of Nevada (the "Nevada District
Court") against John B. Anderson, Edith Anderson, Cedar,
J.B.A. and J.A., Inc., case no. CV-5-95-00679-PMP (LRL), on
July 14, 1995. For additional information regarding the
history of this matter, see Amendment No. 9 to Schedule 13D
(file no. 5-33952) dated March 20, 1997, Item 4, which is
incorporated herein by reference. Mr. Anderson, through his
ownership of Cedar, the parent company of Baby Grand and
J.B.A., owns approximately 4,280,756 shares or 67.2% of the
outstanding common stock of Dunes. As
Page 7 of 18 Pages
<PAGE>
previously reported, 3,000,000 shares or 47.1% of the
outstanding common stock of Dunes (the "Pledged Dunes
Shares") are pledged as collateral in favor of entities of
which the FDIC is a successor and/or assign. On June 3,
1997, the FDIC filed a motion for a declaration that the
FDIC has the right to exercise voting rights to the Pledged
Dunes Shares, and requiring that stockholder meetings be
held for Dunes and certain other entities. On July 8, 1997,
the Nevada District Court granted the FDIC's motion. Dunes
has rights to approximately 1,280,756 shares or 20.1% of the
outstanding common stock of Dunes as a result of a pledge in
favor of M&R Investment Company, Inc., an indirect wholly-
owned subsidiary of Dunes. The reporting parties do not
know when the FDIC will attempt to exercise voting rights to
the Pledged Dunes Shares. The reporting parties have not
determined whether the Anderson Parties have any grounds to
appeal the order of the Nevada District Court, or if such
grounds to appeal exist, whether the Anderson Parties will
appeal the order or otherwise contest an assertion by the
FDIC to exercise voting rights to the Pledged Dunes Shares
and certain other pledged shares. Should the FDIC
successfully assert voting rights over the Pledged Dunes
Shares, there will be a change in control of Dunes.
Item 5. Interests in Securities of the Issuer.
a. The information called for in this sub-item is
incorporated herein by reference to each respective
cover page.
b. The following chart discloses the entities with
whom Anderson shares voting and dispositive power of
Common Stock of Dunes:
Page 8 of 18 Pages
<PAGE>
<TABLE>
<CAPTION>
JOHN B. ANDERSON
Shared Voting and Dispositive Power
AMOUNT OF
SHARED
RECORD COMMON PERSON
OWNER STOCK HELD SHARED WITH EXPLANATION
<S> <C> <C> <C>
J.B.A. 3,000,000 FDIC Security Agreement and Pledge of
Stock ("Anderson Pledge") by and
between Anderson and Eureka,
incorporated herein by reference to
the original Schedule 13D dated
May 23, 1984, Item 7, Exhibit D;
Stipulation and Order For Entry of
Order Appointing Receiver and For
Injunctive Relief, and For Entry of
Consent Judgment entered September
12, 1995 (collectively "FDIC
Stipulation and Order") incorporated
herein by reference to Amendment No.
8 to Schedule 13D dated September
12, 1995, Exhibit 99.02; and Consent
Judgment dated August 28, 1996
("FDIC Consent Judgment"). See also
Item 4 to this Amendment No. 10.
Baby Grand 1,280,756 FDIC Security Agreement and Pledge of
Stock dated May 23, 1984, by and
between Maxim, Inc. and Eureka,
incorporated herein by reference to
Amendment No. 2 to Schedule 13D
dated September 19, 1986, Item 7,
Exhibit A; and Baby Grand Pledge
Agreement dated November 30, 1989,
by and between Baby Grand and
Eureka, incorporated herein by
reference to Amendment No. 5 to
Schedule 13D dated February 28,
1987, Item 7, Exhibit A (collectively
"Baby Grand Pledge"); FDIC Stipu-
lation and Order; FDIC Consent
Judgment. See also Item 4 to this
Amendment No. 10.
M & R Pledge Agreement (364,760 shares)
Investment dated March 4, 1991, by and between
Company, Baby Grand and M&R Investment
Inc. Company, Inc. ("MRI") incorporated
herein to Amendment No. 5 to
Schedule 13D dated February 28,
1989, Item 7, Exhibit B; and
Pledge Agreement (915,366 shares)
dated April 1, 1990; Extension of
Pledge Agreement dated November 30,
1991; and
Page 9 of 18 Pages
<PAGE>
AMOUNT OF
SHARED
RECORD COMMON PERSON
OWNER STOCK HELD SHARED WITH EXPLANATION
<S> <C> <C> <C>
Second Extension of Pledge Agreement
dated March 4, 1991 (collectively
the "MRI Pledge"), each incorporated
herein by reference to Amendment
No. 5 to Schedule 13D dated February
28, 1989, Item 7, Exhibit C. See
also Item 4 to this Amendment No. 10.
__________
4,280,756
</TABLE>
The following chart discloses the entities with whom
Cedar shares voting and disposition power of Common
Stock of Dunes:
<TABLE>
<CAPTION>
CEDAR DEVELOPMENT CO.
Shared Voting and Dispositive Power
AMOUNT OF
SHARED
RECORD COMMON PERSON
OWNER STOCK HELD SHARED WITH EXPLANATION
<S> <C> <C> <C>
J.B.A. 3,000,000 FDIC Anderson Pledge; FDIC Stipulation
and Order; FDIC Consent Judgment.
See also Item 4 to this Amendment
No. 10.
Baby Grand 1,280,756 FDIC Baby Grand Pledge; FDIC Stipulation
and Order; FDIC Consent Judgment.
See also Item 4 to this Amendment
No. 10.
MRI MRI Pledge. See also Item 4 to this
Amendment No. 10.
__________
4,280,756
</TABLE>
(The shares held by Cedar, J.B.A. and Baby Grand with
shared voting and dispositive power are the same shares
discussed above under "John B. Anderson.")
Other than as previously provided, the reporting
parties do not have available to them information
required to respond to Item 2 with respect to FDIC as
required by Item 5(b).
Page 10 of 18 Pages
<PAGE>
M&R Investment Company, Inc. MRI's principal office
and business address is 4600 Northgate Blvd., Suite
130, Sacramento, California 95834. MRI is engaged in
the business of real estate. During the last five
years, MRI has not been: (i) convicted in a
criminal proceeding (excluding traffic violations and
similar misdemeanors); or (ii) a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction resulting in its being subject
to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal laws, or finding any violation with
respect to such laws.
For information with respect to Cedar, see Item 2(A)(2)
and Item 4 of this Amendment No. 10.
For information with respect to J.B.A., see Item
2(A)(3) and Item 4 of this Amendment No. 10.
For information with respect to Baby Grand, see Item
2(A)(4) and Item 4 of this Amendment No. 10.
For information with respect to Murietta Investors, see
Item 2(A)(6) and Item 4 of Amendment No. 10.
For information with respect to C.B.C., see Item
2(A)(5) and Item 4 of this Amendment No. 10.
c. The information called for in this sub-item is
incorporated herein by reference to Item 4 of this
Amendment No. 10 to Schedule 13D. These reporting
persons effected no other transactions in the last
sixty days.
d. The information called for in this sub-item is
incorporated herein by reference to Item 4 of this
Amendment No. 10 to Schedule 13D.
e. The information called for in this sub-item is
incorporated herein by reference to Item 4 of this
Amendment No. 10 to Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to the Securities
of the Issuer.
Except as provided in Item 4 of this Amendment No. 10
to Schedule 13D, the information called for in Item 6 is
incorporated herein by reference to Amendment No. 9 to
Schedule 13D (file no. 5-33952), dated March 20, 1997, Item
6, pages 26 through 32.
Page 11 of 18 Pages
<PAGE>
Item 7. Material to be Filed as Exhibits.
The information called for in this Item 7 is
incorporated herein by reference to Amendment No. 9 to
Schedule 13D, dated March 20, 1997, Item 7, pages 32 through
36.
In addition, the following exhibits are provided:
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
10.01 Agreement Re: Schedule 13D Filing dated July 29, 1997.
99.01 Order of the Nevada District Court Granting the FDIC's
Motion for a Declaration of its Rights Respecting the
Exercise of Voting Rights of Certain Stock, entered on
July 8, 1997.
</TABLE>
Page 12 of 18 Pages
<PAGE>
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.
Dated this 29th day of July 1997.
J.B.A. Investments, Inc.
By: /s/ John B. Anderson
John B. Anderson
Its: President
Cedar Development Co.
(formerly Maxim, Inc.)
By: /s/ John B. Anderson
John B. Anderson
Its: President
Baby Grand Corp.
By: /s/ John B. Anderson
John B. Anderson
Its: President
/s/ John B. Anderson
John B. Anderson
Page 13 of 18 Pages
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description Page No.
<S> <C> <C>
10.01 Agreement Re: Schedule 13D Filing dated 15
July 29, 1997.
10.02 Order of the Nevada District Court Granting 17
the FDIC's Motion for a Declaration of its
Rights Respecting the Exercise of Voting
Rights of Certain Stock, entered on July 8,
1997.
</TABLE>
Page 14 of 18 Pages
<PAGE>
EXHIBIT 10.01
Page 15 of 18 Pages
<PAGE>
AGREEMENT RE: SCHEDULE 13D FILING
Pursuant to Rule 13d-l(f) promulgated under the Securities
Exchange Act of 1934, as amended, each of the undersigned agrees
that the statement on Schedule 13D to which this Agreement is
attached as an exhibit is being filed on behalf of each of them.
DATED this 29th day of July 1997.
/s/ John B. Anderson
John B. Anderson
Cedar Development Co.
By: /s/ John B. Anderson
John B. Anderson
Its: President
J.B.A. Investments, Inc.
By: /s/ John B. Anderson
John B. Anderson
Its: President
Baby Grand Corp.
By: /s/ John B. Anderson
John B. Anderson
Its: President
Page 16 of 18 Pages
<PAGE>
EXHIBIT 99.01
Page 17 of 18 Pages
<PAGE>
ENTERED AND RECEIVED
SERVED AND FILED
JUL-8 1997 JUL 7 1 36 PM '97
CLERK, U.S. DISTRICT COURT LANCE S. WILSON
BY ____________ DEPUTY BY________________
DEPUTY
UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA
* * *
FEDERAL DEPOSIT INSURANCE )
CORPORATION, et al., )
) CV-S-95-679-PMP (LRL)
Plaintiffs, )
)
v. )
)
JOHN B. ANDERSON and EDITH ) O R D E R
ANDERSON, etc., et al., )
)
Defendants. )
______________________________________)
The Court having read and considered Plaintiff's Motion for a
Declaration of its Rights Respecting the Exercise of Voting Rights
of Certain Stock (#161), filed June 3, 1997, State Gaming Control
Board's Response thereto (#170), filed June 18, 1997, and Plaintiff's
Reply (#179), filed June 27, 1997, and good cause appearing,
IT IS ORDERED that Plaintiff's Motion for a Declaration of its
Rights Respecting the Exercise of Voting Rights of Certain Stock
(#161) is granted.
DATED: July 7, 1997
PHILIP M. PRO
United States District Judge
Page 18 of 18 Pages
