<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
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)
March 26, 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 [ ]
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item l; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
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 80 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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,280,756 (See Item 4)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
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 80 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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 4,280,756 (See Item 4)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
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 80 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
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH 3,000,000 (See Item 4)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
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 80 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
NUMBER OF 7 SOLE VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING 1,280,756 (See Item 4)
PERSON
WITH 9 SOLE DISPOSITIVE POWER
-0-
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>
SCHEDULE 13D
CUSIP NO. 265440107 PAGE 6 OF 80 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
C.B.C. BUILDERS, INC. 68-011-5140
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
California
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0- (See Item 4)
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON -0- (See Item 4)
WITH
10 SHARED DISPOSITIVE POWER
-0- (See Item 4)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (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)
-0- (See Item 4)
14 TYPE OF REPORTING PERSON*
PN
*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 7 OF 80 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MURIETTA INVESTORS (a partnership composed of John B. Anderson
and Erik J. Tallstrom)
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
California
NUMBER OF 7 SOLE VOTING POWER
SHARES -0- (See Item 4)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH -0- (See Item 4)
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0- (See Item 4)
10 SHARED DISPOSITIVE POWER
-0- (See Item 4)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- (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)
-0- (See Item 4)
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>
IN ADDITION TO THE REASONS IDENTIFIED IN THE LAST PARAGRAPH
OF ITEM 4, THIS AMENDMENT NO. 9 TO SCHEDULE 13D IS ALSO BEING
FILED AS A TECHNICAL AMENDMENT TO RESTATE ELECTRONICALLY THE
ENTIRE TEXT OF THE PREVIOUSLY FILED SCHEDULE 13D AND AMENDMENTS
THERETO AS REQUIRED PURSUANT TO ITEM 101(a)(2)(ii) OF REGULATION
S-T UPON FILING THE FIRST ELECTRONIC AMENDMENT TO A PAPER FORMAT.
ITEMS 1 AND 2 RESTATE ONLY THE TEXT OF AMENDMENT NO. 8 TO
SCHEDULE 13D, WHICH REPRESENTS THE MOST CURRENT STATUS OF THE
REPORTING PARTIES WITH RESPECT TO THOSE ITEMS.
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
Page 8 of 80 Pages
<PAGE>
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."), Baby Grand Corp. ("Baby Grand"),
C.B.C. Builders, Inc. ("C.B.C."), and Murietta Investors
("Murietta Investors").
1. ANDERSON
Anderson's business address is P.O. Box 1410, Davis,
California 95617. His principal occupations, directly and
indirectly through various corporations owned by him, are those
of farming, real estate investment and development, and hotel and
casino management.
During the last five years, Anderson 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 his being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or
finding any violations with respect to such laws.
Anderson is a United States citizen.
2. CEDAR
Cedar's principal office and business address is P.O. Box
1410, Davis, California 95617. Cedar, a Nevada corporation
wholly-owned by Anderson, is a holding company. Through its
various subsidiaries Cedar is principally engaged in the
businesses of farming, real estate investment and development,
and hotel and casino management.
During the last five years, Cedar 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
Page 9 of 80 Pages
<PAGE>
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 or state securities laws, or
finding any violations with respect to such laws.
Anderson is Cedar's sole director and holds all of Cedar's
executive officer positions. The information requested with
respect to Anderson is incorporated herein by reference to Item
2(A)(1) above.
3. J.B.A.
J.B.A.'s principal office and business address is P. O. Box
1410, Davis, California 95617. J.B.A., a Nevada Corporation
wholly-owned by Cedar, was formed for the purpose of purchasing,
owning and holding certain shares and proxies of the Common Stock
of Dunes. See also Items 4, 5 and 6 hereof.
During the last five years, J.B.A. 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 or state securities laws, or
finding any violations with respect to such laws.
Anderson is J.B.A.'s sole director and holds all of J.B.A.'s
executive officer positions. The information requested with
respect to Anderson is incorporated by reference to Item 2(A)(1)
above.
Page 10 of 80 Pages
<PAGE>
4. BABY GRAND
Baby Grand's principal office and business address is 160
East Flamingo Avenue, Las Vegas, Nevada 80109. Baby Grand, a
Nevada corporation wholly-owned by Cedar, owns and operates the
Maxim Hotel and Casino ("Maxim Hotel") in Las Vegas, Nevada.
During the last five years, Baby Grand 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 or state securities laws, or
finding any violations with respect to such laws.
On March 10, 1992, Baby Grand filed a petition for
reorganization under federal bankruptcy laws. In December 1992,
the U.S. Bankruptcy Court for the District of Nevada approved
Baby Grand's Plan of Reorganization.
Anderson is president and a director of Baby Grand. The
information requested with respect to Anderson is incorporated
herein by reference to Item 2(A)(1) above.
Mr. Larry Feil is secretary and treasurer of Baby Grand and
the chief executive officer of Maxim Hotel. Mr. Feil's business
address is the same as Baby Grand's. During the last five years,
Mr. Feil 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 his
being subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding any
violation with respect to such laws. Mr. Feil is a citizen of
the United States of America.
Page 11 of 80 Pages
<PAGE>
5. C.B.C.
C.B.C.'s principal office is located at P.O. Box 1410,
Davis, California 95617. C.B.C. is a California corporation, the
principal business of which is real estate development.
During the last five years, C.B.C. 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 or state securities laws, or
finding any violations with respect to such laws.
Anderson is the president, chief financial officer and a
director of C.B.C. The information requested with respect to
Anderson is incorporated herein by reference to Item 2(A)(1)
above.
Erik J. Tallstrom is the vice president and a director of
C.B.C. Mr. Tallstrom's business address is P.O. Box 1410, Davis,
California 95617. Mr. Tallstrom's principal occupations are
financial advisor and real estate developer. During the last five
years, Mr. Tallstrom 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 his being subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or
finding any violations with respect to such laws.
C.B.C. is controlled through certain intermediary holding
companies owned by "Murietta Investors." See below for
information regarding Murietta Investors.
Page 12 of 80 Pages
<PAGE>
6. MURIETTA INVESTORS
Murietta Investors, a partnership composed of Anderson and
Erik J. Tallstrom, is a California general partnership, the
principal business of which is real estate development. The
address of its principal office is P.O. Box 1410, Davis,
California 95617.
During the last five years, Murietta Investors 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 his being subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws, or finding any violations with respect to such laws.
Anderson is a partner of Murietta Investors. The
information requested with respect to Anderson is incorporated
herein by reference to Item 2(A)(1) above.
Erik J. Tallstrom is a partner of Murietta Investors. The
information requested with respect to Mr. Tallstrom is
incorporated herein by reference to Item 2(A)(5) above.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
In the original Schedule 13D dated May 23, 1984, the
reporting parties reported the following information as required
in Item 3. The following is a restatement of that text:
The aggregate purchase price of the shares of Common
Stock and the proxies acquired and to be acquired by
the reporting parties, as described in Item 5 and 6 of
the original Schedule 13D, is approximately
$29,700,000. This amount includes the principal amount
of certain promissory notes issued by Anderson, the
cost of certain letters of credit obtained by Anderson
in connection with the purchase of said shares, the
principal amount of a promissory note to be issued by
Anderson and J.B.A. and the monetary consideration
given by Anderson in the acquisition of one of said
proxies; however, said amount is exclusive of interest
charges which will be paid in connection with the
purchase of said shares, attorneys' fees and other
related expenses incurred in purchasing said shares and
acquiring said proxies.
Page 13 of 80 Pages
<PAGE>
For further information regarding the source of funds
and consideration utilized by Anderson and J.B.A. in
making such purchases and acquisition, see Items 5 and
6 of the original Schedule 13D which are incorporated
herein by reference.
Immediately after the acquisition of the shares of
Common Stock and proxies referred to in Items 5 and 6
of the original Schedule 13D, Anderson sold certain
shares of the Common Stock to Cedar and assigned his
proxies to J.B.A., as more fully described in Item 6 to
the original Schedule 13D. Cedar, in turn, immediately
thereafter sold said shares of Common Stock to J.B.A.,
all as more fully described in Item 6 to the original
Schedule 13D. For information regarding the source of
funds and considerations utilized by Cedar and J.B.A.,
respectively, in making such purchases and
acquisitions, see Item 6 of the original Schedule 13D,
which is incorporated herein by reference.
In Amendment No. 1 to Schedule 13D dated February 11, 1985,
the reporting parties reported the following information as
required in Item 3. The following is a restatement of that text:
The following shares have been acquired since
January 1, 1985.
ANDERSON Anderson has acquired the following shares
for his personal account using personal funds through
open market transactions:
<TABLE>
<CAPTION>
SHARES PRICE
DATE ACQUIRED PER SHARE
<S> <C> <C>
January 28, 1985 15,000 $2.875
January 30, 1985 2,000 2.875
February 1, 1985 2,000 2.875
--------
19,000
</TABLE>
BABY GRAND Baby Grand has acquired the following
shares for its account using corporate funds through
open market transactions:
<TABLE>
<CAPTION>
SHARES PRICE
DATE ACQUIRED PER SHARE
<S> <C> <C>
February 1, 1985 15,000 $2.875
February 6, 1985 10,000 2.875
February 11, 1985 47,200 2.875
February 19, 1985 5,000 2.875
February 21, 1985 5,000 2.875
--------
82,200
</TABLE>
Page 14 of 80 Pages
<PAGE>
On February 11, 1985, Baby Grand acquired 106,731 share
of Dunes Common Stock in a private transaction from
Financial Corporation of America ("F.C.A.") at the per
share price of $2.34. Baby Grand used corporate funds
for such acquisition.
In Amendment No. 2 to Schedule 13D dated September, 1986,
the reporting parties reported the following information as
required in Item 3. The following is a restatement of that text:
BABY GRAND On September 19, 1986, Baby Grand acquired
the following shares for its account using corporate
funds through a private transaction.
<TABLE>
<CAPTION>
SHARES PRICE
ACQUIRED PER SHARE
<S> <C>
600,000 $1.00
</TABLE>
C.B.C. On September 19, 1986, C.B.C. acquired the
following shares for its account using corporate funds
through a private transaction.
<TABLE>
<CAPTION>
SHARES PRICE
ACQUIRED PER SHARE
<S> <C>
634,760 $1.00
</TABLE>
In Amendment No. 3 to Schedule 13D dated March 25, 1987, the
reporting parties reported the following information as required
in Item 3. The following is a restatement of that text:
C.B.C. C.B.C. acquired the following shares for its
account using corporate funds through two private
transactions in which the seller was United Federal
Savings and Loan Association, 4125 Northwest 122nd
Street, Oklahoma City, Oklahoma ("UFS"):
<TABLE>
<CAPTION>
SHARES PRICE
DATE ACQUIRED PER SHARE
<S> <C> <C>
March 25, 1987 50,000 $2.50
April 4, 1987 16,887 2.50
</TABLE>
The shares acquired by C.B.C. from UFS were shares
previously owned by J.B.A. which had been pledged to
UFS as collateral for a $1,000,000 loan from UFS to
J.B.A. The Security Agreement evidencing the pledge of
a total of 450,000 shares
Page 15 of 80 Pages
<PAGE>
owned by J.B.A. is incorporated herein by reference
from these reporting parties Schedule 13D, Amendment
No. 2, dated September 19, 1986, Item 7, Exhibit B,
pages 17-45 (hereafter referred to as the "UFS Security
Agreement"). UFS declared the obligation to be in
default, obtained an order of the United States
Bankruptcy Court for the District of Nevada for relief
from the automatic stay, and advertised a "public sale"
of the shares. See Exhibit A attached to Amendment No.
3 and incorporated herein by reference. C.B.C.
acquired 66,887 shares privately from UFS. These
reporting persons are informed and believe that UFS has
not sold any of the remaining 383,113 shares it holds
pursuant to the UFS Security Agreement.
In Amendment No. 4 through Amendment No. 8 to Schedule 13D,
the reporting parties reported that Item 3 was not applicable.
Item 3 is not applicable to this Amendment No. 9 to Schedule
13D.
ITEM 4. PURPOSE OF TRANSACTION.
In the original Schedule 13D dated May 23, 1984, the
reporting parties reported the following information as required
in Item 4. The following is a restatement of that text:
The shares of Common Stock and the proxies referred to
in Item 5 of the original Schedule 13D were acquired by
the reporting parties in order to enable them, either
directly or indirectly, to acquire effective control of
the Dunes.
The reporting parties presently intend to acquire in
the near future up to approximately 500,000 additional
shares of Common Stock either through open market
purchases or in private transactions, should they deem
the price, terms and prevailing market conditions to be
advantageous.
J.B.A., and Cedar and Anderson, through their direct
and indirect control of J.B.A., intend to review on a
continuing basis J.B.A.'s interest in Dunes and may,
depending on their evaluation of the Dunes' business
and prospects determine to increase, decrease, hold as
an investment, or dispose of all or a portion of
J.B.A.'s position in Dunes, although at the present
time it is more likely that J.B.A. will hold its
position in Dunes as an investment. In making any such
determination, J.B.A., and Maxim and Anderson, through
their direct and indirect control of J.B.A., will also
take into consideration other business opportunities
available to them, general economic conditions, the
price of the Common Stock, money and stock market
conditions, regulatory conditions (including the
attitudes of the Nevada Gaming Control Commission (the
"Nevada Gaming Commission") and the New Jersey Casino
Control Commission), the availability of any required
financing and their own financial requirements.
Page 16 of 80 Pages
<PAGE>
Pursuant to an understanding between Dunes and
Anderson, promptly after the closing of that certain
Purchase Agreement dated January 26, 1984, by and among
Dunes, Anderson, and Cliff Perlman and Stuart Perlman
(collectively, the "Perlmans"), as supplemented by the
Supplemental Agreement dated May 23, 1984, by and
between Anderson and the Dunes (collectively referred
to herein as the "Purchase Agreement"), Anderson was
elected to the Board of Directors of Dunes, appointed
its Chairman of the Board and made a chief executive
officer. Anderson intends to seek at least majority
representation on the Board of Directors of Dunes at
its next annual meeting of the stockholders.
J.B.A., and Maxim and Anderson, through their direct
and indirect control of J.B.A., intend to review the
finances, corporate structure, organization and
operation of Dunes and its subsidiaries, and may, based
on such review, determine to cause to be made changes
thereto, including but not limited to: (i) changing
the articles of incorporation of Dunes to authorize a
new class of approximately 10,000,000 shares of
preferred stock; (ii) changing Dunes' state of
incorporation from New York to Delaware; (iii) changing
the articles of incorporation of Dunes to increase the
amount of authorized Common Stock to approximately
25,000,000 shares; (iv) consolidating or reorganizing
the subsidiaries of Dunes; (v) instituting employee
stock option plans; (vi) restructuring the management
of Dunes and its subsidiaries; and (vii) selling
certain of the assets of Dunes and its subsidiaries in
order to generate additional working capital for said
corporations.
Other than as set forth above, neither J.B.A., Maxim
nor Anderson presently have any plans or proposals
which would relate to or would result in: (a) the
acquisition by any person of additional securities of
Dunes, or the disposition of any securities of Dunes;
(b) any extraordinary corporate transactions such as a
merger, reorganization or liquidation, involving Dunes
or any of its subsidiaries; (c) a sale or transfer of a
material amount of the assets of Dunes or any of its
subsidiaries; (d) any material change in the present
capitalization or dividend policy of Dunes; (e) any
change in the present Board of Directors or management
of Dunes, including any plans or proposals to change
the number or term of directors or to fill any existing
vacancies on the board; (f) any other material change
in Dunes' business or corporate structure; (g) changes
in Dunes' charter, by-laws or instruments corresponding
thereto or other actions which may impede the
acquisition or control of Dunes by any other person;
(h) causing a class of equity securities of Dunes to be
delisted from a national securities exchange or to
cease to be authorized to be quoted in the interdealer
quotation system of a registered national securities
association; (i) a class of equity securities of Dunes
becoming eligible for termination or registration
pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934; or (j) any action similar to any of those
enumerated above.
Page 17 of 80 Pages
<PAGE>
In Amendment No. 1 to Schedule 13D dated February 11, 1985,
the reporting parties reported the following information as
required in Item 4. The following is a restatement of that text:
At the Annual Meeting of Stockholders of Dunes held
December 19, 1984, Anderson and four other persons
selected by Anderson were elected to Dunes Board of
Directors. Four other persons, including three
incumbent directors, were also elected. As a result,
Anderson has a 5-4 majority on the Board of Directors
in addition to his voting control of the stock of
Dunes.
In addition, at the 1984 Annual Meeting of Stockholders
of Dunes, the stockholders approved two proposals
supported by Anderson: (i) amendment of Dunes'
Certificate of Incorporation to increase the authorized
Common Stock of Dunes to 25,000,000 shares, and (ii)
amendment of Dunes' Certificate of Incorporation to
authorize a new class of preferred stock in the amount
of 10,000,000 shares. Of the 25,000,000 shares of
Common Stock authorized, 283,113 shares will be issued
to J.B.A. to fulfill an obligation of Dunes to J.B.A.
(See these reporting parties' Schedule 13D dated
May 23, 1984, Item 5, page 16.)
In Amendment No. 2 to Schedule 13D dated September 19, 1986,
the reporting parties reported the following information as
required in Item 4. The following is a restatement of that text:
The purpose of the transaction reported in Amendment
No. 2 was investment.
In Amendment No. 3 to Schedule 13D dated March 25, 1987, the
reporting parties reported the following information as required
in Item 4. The following is a restatement of that text:
The purpose of the transaction reported in Amendment
No. 3 was investment.
Independent of the transaction reported in Amendment
No. 3, Dunes is presently engaged in certain material
transactions which are reported in Dunes' Form 10-Q for
the Quarter Ended September 30, 1987 and certain other
reports filed under the Securities Exchange Act of
1934.
In Amendment No. 4 to Schedule 13D dated May 17, 1988, the
reporting parties reported that Item 4 was not applicable.
Page 18 of 80 Pages
<PAGE>
In Amendment No. 5 to Schedule 13D dated February 28, 1989,
the reporting parties reported that Item 4 was not applicable.
In Amendment No. 6 to Schedule 13D dated January 31, 1992,
the reporting parties reported the following information as
required in Item 4. The following is a restatement of that text:
On January 31, 1992, Dunes received 250,000 shares of
its Common Stock in partial settlement of an obligation
owing to Dunes by Southcoast Sugar Company which
reduced Dunes total outstanding Common Stock to
7,281,238. Solely as a result of the reduced number of
shares outstanding, these reporting persons' respective
percentages of beneficial ownership have increased.
In Amendment No. 7 to Schedule 13D dated August 10, 1992,
the reporting parties reported the following information as
required in Item 4. The following is a restatement of that text:
A. Pursuant to the exercise of certain remedies by
the Federal Deposit Insurance Corporation ("FDIC"), as
receiver for United Federal Savings and Loan ("UFS"),
on August 10, 1992, 383,133 shares of Common Stock
which had been pledged by J.B.A. to UFS under a
security agreement dated April 15, 1985, were
transferred to Bear, Stearns Securities Corp. as
nominee for FDIC.
B. In connection with a Stipulation and Agreement
("Agreement") entered into by Dunes and the respective
bankruptcy estates of Morris A. Shenker ("Shenker
Estate") and I.J.K. Nevada, Inc. ("IJK Estate"), by and
through their trustee, whereby all claims of Dunes
against the Shenker Estate and the IJK Estate and all
claims of the Shenker Estate and the IJK Estate against
Dunes were settled, Dunes acquired a total of 821,142
shares of the Common Stock from the Shenker Estate and
the IJK Estate. The Agreement was signed June 3, 1992
and approved by the United States Bankruptcy Court for
the Eastern District of Missouri, Eastern Division, on
June 5, 1992. The parties closed the transaction on
June 17, 1992. Following the acquisition, the total
Common Stock outstanding was reduced to 6,460,096
shares.
In Amendment No. 8 to Schedule 13D dated September 12, 1995,
the reporting parties reported the following information as
required in Item 4. The following is a restatement of that text:
Page 19 of 80 Pages
<PAGE>
On September 8, 1986, Eureka Federal Savings & Loan
Association ("Eureka") obtained a judgment (the "Nevada
Judgment") against Anderson in an aggregate amount in
excess of $33,000,000 in a Nevada state court action
arising out of certain promissory notes executed by
Anderson in favor of Eureka. Effective November 30,
1989, Eureka and Anderson and certain related entities
entered into the Debtor-Creditor Agreement (the "DCA")
whereby Eureka agreed to forebear from executing on the
Nevada Judgment and Anderson agreed to make certain
payments to reduce the amount due on the Nevada
Judgment. In connection with the DCA, Anderson and
certain related entities pledged various assets,
including shares of Dunes' Common Stock, to Eureka as
collateral. These reporting persons are informed that
effective July 29, 1993, Eureka, by then reformed and
reorganized as Eurekabank, assigned all its rights
against Anderson to the Federal Deposit Insurance
Corporation (the "FDIC"). The FDIC presently holds
pursuant to pledge agreements 3,000,000 shares of
Dunes' Common Stock beneficially owned by these
reporting persons. In addition, as described in
Eurekabank's Schedule 13D dated February 12, 1993 (the
"Eurekabank Schedule 13D"), Eurekabank claims shared
beneficial ownership of an additional 1,367,643 shares
owned by other Anderson controlled entities. The
Eurekabank Schedule 13D claims total beneficial
ownership of 4,367,643 shares.
The FDIC claims that Anderson had failed to pay the
Nevada Judgment and had defaulted on the DCA. It filed
an action in the United States District Court for the
District of Nevada (the "Nevada Federal Court") against
Anderson, Edith Anderson, Cedar, J.A. Inc., and J.B.A.,
Case No. CV-S-95-679-PMP (LRL), on July 14, 1995 (the
"Nevada Federal Court Action"). Dunes is not a party
to the action.
On September 12, 1995, Anderson and the defendants
named in the Nevada Federal Court Action entered into
that certain Stipulation and Order For Entry of Order
Appointing Receiver and For Injunctive Relief, and For
Entry of Consent Judgment (the "Stipulation"). The
Stipulation includes a provision for a consent judgment
against Anderson and the named defendants (the "FDIC
Consent Judgment"). If the FDIC Consent Judgment is
entered in accordance with the Stipulation, Anderson
and the named defendants will be liable to the FDIC for
a sum in excess of $66,000,000, the assets of the
Anderson and named defendants, including the pledged
Dunes' Common Stock, will come into the control of a
receiver, and the interests of Anderson and the named
defendants in the assets will be foreclosed. On
September 12, 1995, the Nevada Federal Court entered
its Order Appointing Receiver and Granting Injunctive
Relief (the "Order"). The Order stayed certain powers,
including the power to control and manage the assets or
the power to vote any securities, granted to the
receiver, but allows the receiver to review the assets,
observe the operations, and inspect certain books and
records, including Dunes, relating to the assets of
Anderson and the named defendants. The Nevada Federal
court issued and entered Findings of Fact and
Conclusions of Law in connection with the Order.
Page 20 of 80 Pages
<PAGE>
Pursuant to the Stipulation and the Order, the FDIC,
Anderson and the named defendants reached various
agreements with regard to the claims of FDIC. The
FDIC, Anderson and the named defendants shall, for a
period of sixty (60) days from the date of entry of the
Order, unless extended by written agreement, (the
"Negotiation Period"), attempt to negotiate and execute
a written agreement for the resolution of the FDIC
claims (the "Settlement Agreement"). If the Settlement
Agreement is not reached within the Negotiation Period,
the FDIC may submit the FDIC Consent Judgment for
immediate entry. If the Settlement Agreement is
reached within the Negotiation Period, Anderson and the
named defendants shall have an additional sixty (60)
days from the date of execution of the Settlement
Agreement, unless extended by written agreement, in
which to perform under the Settlement Agreement (the
"Closing Period"). If Anderson and the named
defendants do not perform the Settlement Agreement
within the Closing Period, the FDIC may submit the FDIC
Consent Judgment for immediate entry.
If Anderson and the named defendants are unable to
reach the Settlement Agreement, or are unable to
perform the Settlement Agreement, or if the FDIC
Consent Judgment is entered under other circumstances,
a change in control of Dunes will result. Dunes does
not know what actions the FDIC will take with respect
to Dunes' Common Stock if the FDIC Consent Judgment is
entered. The FDIC could continue to hold the Common
Stock, could turn the Common Stock over to the receiver
for purposes of further disposition, and could exercise
voting rights, which could result in a change in the
present board of directors or other corporate actions.
This Amendment No. 9 to Schedule 13D reports the following
new information as required in Item 4:
In 1994, C.B.C. (including Murietta) transferred all of
their right, title and interest in Dunes' Common Stock
(86,887 shares) as payment for certain legal services
previously provided on their behalf.
On August 27, 1996, the FDIC rejected the tentative
Settlement Agreement between the FDIC and Anderson and
the named defendants. On August 28, 1996, the Nevada
Federal Court entered the FDIC Consent Judgment order
appointing a permanent receiver over the assets of
Anderson and the named defendants (including the
pledged Dunes' Common Stock) to the extent and with
such powers as provided in the Receivership Order. The
FDIC retained possession of approximately 3,000,000
shares of Dune's Common Stock pursuant to the FDIC
Consent Judgment. On February 4, 1997, pursuant to the
receivers request, the Nevada Federal Court terminated
the receivership, discharged the receiver and appointed
a special liquidating mater. The special liquidating
master is to sell the assets of Anderson and the named
defendants that serve as collateral for the obligations
due the FDIC on terms and conditions ordered by the
Nevada Federal Court. Included among the assets that
the special liquidating master may sell are
Page 21 of 80 Pages
<PAGE>
the outstanding shares of Dunes' Common Stock presently
in the possession of the FDIC. If the special
liquidating master or the FDIC obtains court approval
and Dunes' shares are in fact sold to either persons or
entities other than Anderson or entities controlled by
Anderson, there will be a change in control of Dunes.
On March 26, 1997, Anderson received letters from the
FDIC to Baby Grand and J.B.A. stating, among other
things, that all rights of Baby Grand and J.B.A.
pertaining to the pledged collateral, including the
pledged Dunes' Common Stock, shall thereby cease, and
all such rights are thereby vested in the FDIC, which
shall have the sole right to exercise such voting and
other consensual rights and to receive such dividends,
distributions and other payments with respect to the
pledged collateral, including the pledged Dunes' Common
Stock. Baby Grand owns approximately 1,280,756 shares
or 20.1% of the outstanding voting stock of Dunes, and
J.B.A. owns 3,000,000 shares or 47.1% of the
outstanding voting stock of Dunes.
Pursuant to letters dated March 28, 1997, Anderson, on
behalf of himself, Cedar, Baby Grand and J.B.A.,
advised the FDIC that they each disagreed with the
FDIC's contention that the FDIC holds the right to
assert voting control over the pledged Dunes' Common
Stock, as well as certain other pledged stock, and that
the Anderson entities will continue to conduct their
business, including ownership of the pledged Dunes'
Common Stock, as they deemed appropriate under the
circumstances.
On June 2, 1997, the FDIC filed in the U.S. District
Court for the District of Nevada a Motion of the
Federal Deposit Insurance Corporation for a Declaration
of its Rights Respecting the Exercise of Voting Rights
of Certain Stock. In the event that the U.S. District
Court grants the FDIC's motion and/or rules that the
FDIC possesses rights to vote the pledged Dunes' Common
Stock, a change in control of Dunes may occur.
Depending on a resolution of the foregoing, should the
FDIC successfully assert voting rights over the pledged
Dunes' Common Stock, 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 hereby incorporated by reference from 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 22 of 80 Pages
<PAGE>
<TABLE>
<CAPTION>
JOHN B. ANDERSON
SHARED VOTING AND DISPOSITIVE POWER
AMOUNT OF
SHARED PERSON
RECORD COMMON SHARED
OWNER STOCK HELD 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 (collec-
tively "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.
9.
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
Stipulation and Order; FDIC
Consent Judgment. See also
Item 4 to this Amendment No.
9.
M & R Pledge Agreement (364,760
Investment shares) dated March 4, 1991,
Company, by and between Baby Grand and
Inc. M&R Investment 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;
Page 23 of 80 Pages
<PAGE>
and Second Extension of Pledge
Agreement dated March 4, 1991
each incorporated herein by
reference to Amendment No. 5
to Schedule 13D dated February
28, 1989, Item 7, Exhibit C
(collectively, the "MRI
Pledge"). See also Item 4 to
this Amendment No. 9.
C.B.C. 0 FDIC Pursuant to a settlement
agreement dated in September
1986 and reconfirmed as of
November 30, 1989, EurekaBank
holds a general lien over all
assets of Anderson, which may
include entities controlled by
Anderson, including C.B.C.;
FDIC Stipulation and Order;
FDIC Consent Judgment. In
1994, C.B.C. (including
Murietta) transferred all of
their right, title and
interest in Dunes' Common
Stock (86,887 shares) as
payment for legal services
previously provided on their
behalf. See also Item 4 to
this Amendment No. 9.
-----------
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 PERSON
RECORD COMMON SHARED
OWNER STOCK HELD 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. 9.
Baby Grand 1,280,756 FDIC Baby Grand Pledge; FDIC
Stipulation and Order; FDIC
Consent Judgment. See also Item
4 to this Amendment No. 9.
Page 24 of 80 Pages
<PAGE>
MRI MRI Pledge. See also Item 4 to
this Amendment No. 9.
-----------
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, these reporting
persons do not have available to them information
required to respond to Item 2 with respect to FDIC as
required by Item 5(b).
For information with respect to Cedar, see Item 2(A)(2)
and Item 4 of this Amendment No. 9.
For information with respect to J.B.A., see Item
2(A)(3) and Item 4 of this Amendment No. 9.
For information with respect to Baby Grand, see Item
2(A)(4) and Item 4 of this Amendment No. 9.
For information with respect to Murietta Investors, see
Item 2(A)(6) and Item 4 of Amendment No. 9.
For information with respect to C.B.C., see Item
2(A)(5) and Item 4 of this Amendment No. 9.
Page 25 of 80 Pages
<PAGE>
c. The information called for in this sub-item
is included in Item 4 of this Amendment No. 9 to
Schedule 13D and is hereby incorporated by reference.
These reporting persons effected no other transactions
in the last sixty (60) days.
d. Except as described above, only these
reporting persons have the right to receive or the
power to direct the receipt of the dividends from
or the proceeds from the sale of the Common Stock
reported as beneficially owned hereunder.
e. In the event that the FDIC Consent Judgment
to which reference is made in Item 4 of this Amendment
No. 9 is entered, these reporting persons will cease
to be beneficial owners of the Company's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO THE SECURITIES OF THE ISSUER.
In the original Schedule 13D dated May 23, 1984, the
reporting parties reported the following information as required
in Item 6. The following is a restatement of that text:
Pursuant to the Purchase Agreement, a copy of which is
attached to the original Schedule 13D and is
incorporated herein by this reference, Anderson agreed
to purchase from Clifford and Stuart Perlman the
outstanding obligation of the Dunes to the Perlmans for
the sum of $25,000,000. (As of the closing date of the
Purchase Agreement, the amount of such obligation was
approximately $36,500,000.) Also, pursuant to the
Purchase Agreement, the Dunes and Anderson agreed to
exchange said obligation for 3,450,000 shares of Common
Stock to be issued by the Dunes.
Pursuant to the terms of the Purchase Agreement:
(i) Anderson obtained a $2,000,000 letter of credit to
guarantee to Dunes his performance under the Purchase
Agreement; and (ii) Anderson obtained a $2,000,000
letter of credit to guarantee to the Perlmans his
performance under the Purchase Agreement. In addition,
Anderson agreed to pay the Perlmans the $25,000,000
referred to above by way of a $25,000,000 promissory
note in favor of the Perlmans (the "Perlman Promissory
Note") bearing 8% interest per annum, interest payable
quarterly, principal and interest all due and payable
18 months from the closing date of the Purchase
Agreement. A copy of the Perlman Promissory Note is
attached to the original Schedule 13D as Exhibit C and
is incorporated herein by this reference. The Perlman
Promissory Note is secured by a letter of credit issued
by Eureka. 3,000,000 shares of the Common Stock
acquired from the Dunes and certain other shares of a
privately held company are pledged to Eureka to secure
said letter of credit. A copy of the pledge agreement
between Anderson and Eureka (the "Eureka Pledge
Agreement") regarding 3,000,000 shares of Common Stock
is attached to the Original Schedule 13D and is
incorporated herein by this reference.
Page 26 of 80 Pages
<PAGE>
In accordance with the terms of that certain Amended
and Restated Escrow Agreement dated March 30, 1984, by
and among Anderson, the Perlmans and the Dunes (the
"Escrow Agreement"), the Purchase Agreement was closed
on May 23, 1984 after the last of the regulatory
approvals which were conditions to closing was obtained
on said date. A copy of the Escrow Agreement is
attached to the original Schedule 13D as Exhibit E and
is incorporated herein by this reference. On the date
of said closing, the two $2,000,000 letters of credit
referred to above were canceled. In addition on said
date, Dunes issued to Anderson 3,166,887 shares of
Common Stock. Dunes is obligated under the Purchase
Agreement to deliver an additional 283,113 shares of
Common Stock from either additional authorized common
stock (when such amount is authorized) or from the
first 283,113 shares of treasury stock released from
current pledges or renewals thereof to creditors of
Dunes.
Also in consideration of Anderson entering into the
Purchase Agreement and in accordance with the terms of
a letter from Morris Shenker (the principal stockholder
of I.J.K.) to Anderson, a copy of which is attached to
the original Schedule 13D as Exhibit F and is
incorporated herein by this reference, on May 23, 1984,
I.J.K. granted to Anderson a proxy (the "I.J.K. Proxy")
with respect to certain shares of the Common Stock,
which proxy lapses on November 30, 1985. A copy of the
I.J.K. Proxy is attached hereto as Exhibit G and is
incorporated herein by this reference. Pursuant to the
terms of the I.J.K. Proxy, Anderson has the right to
vote the shares subject to the I.J.K. Proxy except in
the circumstances set forth in Exhibit G. The number
of shares of Common Stock subject to the I.J.K. Proxy
is the lesser of: (i) 600,000 shares; or (ii) that
number of shares which, when added together with the
shares owned by Anderson and any entity owned by
Anderson, equals 51% of the voting power of the issued
and outstanding shares of Dune's stock entitled to
vote. As of the date of this statement, 600,000 shares
of Common Stock are the subject of the I.J.K. Proxy.
In addition, pursuant to the Valley Bank Agreement, a
copy of which is attached to the original Schedule 13D
as Exhibit H and incorporated herein by this reference,
Valley Bank agreed to sell to Anderson or his nominee
400,000 shares of the Common Stock for $8.25 per share.
The sale of said shares is conditioned, among other
things, upon Anderson obtaining the approvals of
certain regulatory authorities and the satisfaction of
certain obligations set forth in a Memorandum of
Understanding dated March 8, 1984, among Valley Bank,
the Riddle Estate, Tiger Investment Company, Marion
Riddle and the heirs of the Riddle Estate (the
"Memorandum of Understanding"). (Valley Bank is
acquiring the 400,000 shares it intends to sell to
Anderson pursuant to the Valley Bank Agreement from the
Riddle Estate pursuant to said Memorandum of
Understanding.) Pursuant to the terms of the Valley
Bank Agreement, Anderson has agreed to deliver to
Valley Bank, in consideration for said shares, a
promissory note (the "Valley Bank Promissory Note") in
the principal amount of $3,300,000, bearing interest at
10% per annum, interest payable semi-annually and all
principal and interest due on June 1, 1987. A copy of
the form of the Valley Bank Promissory Note is attached
Page 27 of 80 Pages
<PAGE>
as an exhibit to the Valley Bank Agreement. Pursuant
to the Valley Bank Agreement, J.B.A. shall acquire said
shares and Anderson and J.B.A. will be co-maker of the
Valley Bank Promissory Note. The Valley Bank
Promissory Note is to be secured by a pledge of the
400,000 shares of the Common Stock acquired from Valley
Bank, pursuant to a pledge agreement between J.B.A. and
Valley Bank (the "Valley Bank Pledge Agreement"), a
copy of which is attached as an exhibit to the Valley
Bank Agreement.
On May 23, 1984, the Riddle Estate and Valley Bank
granted to Anderson a proxy (the "Riddle Proxy") with
respect to 400,000 shares of the Common Stock. A copy
of the Riddle Proxy is attached to the original
Schedule 13D as Exhibit I and is incorporated herein by
this reference. Pursuant to the terms of the Riddle
Proxy, Anderson has the right to vote the shares
subject to the Riddle Proxy only in connection with the
election of directors of the Dunes. The Riddle Proxy
lapses upon the closing of the Memorandum of
Understanding. The consideration given for the
granting of the Riddle Proxy was $100.00 and the
entering into and consummation of the Purchase
Agreement by Anderson.
Also, on May 5, 1984, Anderson and Jerome D. Mack,
individually and as trustee of the Paradise Trust, the
Nate Mack Living Trust and the Royal Trust, entered
into an agreement (the "Mack Agreement") pursuant to
which Mr. Mack agreed to sell to Anderson 71,400 shares
of the Common Stock at $8.25 per share. Under the
terms of the Mack Agreement, a copy of which is
attached to the original Schedule 13D and is
incorporated herein by this reference, the sale of such
shares was conditioned, among other things, upon
Anderson obtaining the approvals of certain regulatory
authorities, the last of which approvals was obtained
on May 23, 1984. In consideration for said sale and
pursuant to the terms of the Mack Agreement, Anderson
delivered to Mr. Mack, individually and as trustee,
promissory notes (the "Mack Promissory Notes") in the
aggregate principal amount of $589,050, bearing
interest at 10% per annum, interest payable semi-
annually and all principal and interest due on June 1,
1987. Copies of the Mack Promissory Notes are attached
to the original Schedule 13D as Exhibit K and are
incorporated herein by this reference. The Mack
Promissory Notes are secured by a pledge of the 71,400
shares of the Common Stock acquired from Mr. Mack,
pursuant to the pledge agreements between Mr. Mack,
individually and as trustee of the trust described
above, and Anderson (the "Mack Pledge Agreements"),
copies of which are attached to the original Schedule
13D as Exhibit L and are incorporated herein by this
reference.
On May 23, 1984, each of David Calfee, Mr. Cline and
the Calfee & Young Trusts granted to J.B.A. proxies
with respect to 2,000, 10,000 and 6,000 shares of the
Common Stock, respectively. Copies of said proxies are
attached to the original Schedule 13D as Exhibit M, N
and O respectively, and are incorporated herein by this
reference. The consideration given by J.B.A. for the
obtaining of such proxies was the entering into and
consummation of the Purchase Agreement by Anderson.
Pursuant to the terms of said proxies, J.B.A. has the
right to vote the shares
Page 28 of 80 Pages
<PAGE>
subject to such proxies only in connection with the
election of Directors of Dunes. Said proxies lapse on
November 30, 1985.
On May 23, 1984, Anderson sold all of his right, title
and interest in the 3,450,000 shares of Common Stock
which are subject to the Purchase Agreement to Maxim
pursuant to an assignment agreement dated May 23, 1984
(the "Maxim Assignment Agreement"). Maxim delivered to
Anderson 470 shares of its own common stock and assumed
certain debt of Anderson (see Item 5 to the original
Schedule 13D) in consideration of such purchase. A
copy of the Maxim Assignment Agreement is attached to
the original Schedule 13D as Exhibit F and is
incorporated herein by this reference. Immediately
thereafter, Maxim sold said right, title and interest
in said shares to J.B.A pursuant to an assignment
agreement dated May 23, 1984 (the "J.B.A. Assignment
Agreement"). J.B.A. delivered to Maxim 100 shares of
its own common stock and assumed the debt Maxim assumed
from Anderson referred to above in consideration for
such purchase. A copy of the J.B.A. Purchase and
Assignment Agreement is attached to the original
Schedule 13D as Exhibit Q and is incorporated herein by
this reference. Both of such assignments are subject
to the various pledge agreements entered by Anderson as
discussed above.
On May 23, 1984, Anderson assigned to J.B.A. the Riddle
Proxy and the I.J.K. Proxy pursuant to an assignment of
proxies agreement (the "Assignment of Proxies") in
consideration of J.B.A. assuming the above described
certain liabilities of Anderson under the Valley Bank
Agreement and the Mack Agreement. A copy of Assignment
of Proxies is attached to the original Schedule 13D as
Exhibit R and is incorporated herein by reference.
Other than as indicated in the original Schedule 13D,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons
named in Item 2 of the original Schedule 13D and
between any such person and any other person with
respect to the securities of Dunes, including but not
limited to, transfer or voting of any of Dunes'
securities, finders' fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of
profit, division of profit or loss or the giving or
withholding of proxies.
In Amendment No. 1 to Schedule 13D dated February 11, 1985,
the reporting parties reported the following information as
required in Item 6. The following is a restatement of that text:
Dunes is to issue 283,113 shares of Common Stock to
J.B.A. as a result of authorization of up to 25,000,000
shares of Common Stock at Dunes Annual Meeting of
stockholders on December 19, 1984. These 283,113
shares are the shares reported in these reporting
parties' Schedule 13D dated May 23, 1984, Item
Page 29 of 80 Pages
<PAGE>
6, page 23 as the 283,113 shares to which Dunes was
obligated to deliver under the Purchase Agreement
described therein.
As of the December 19, 1984 Annual Meeting of
Stockholders of Dunes, the shares subject to the I.J.K.
Proxy described in these reporting parties' Schedule
13D, Item 6, pages 23-23, were 247,289. This number is
subject to further reduction upon these reporting
parties' additional acquisition of Dunes stock.
The I.J.K. Proxy, a copy of which is attached to these
reporting parties Schedule 13D, as Exhibit G, pages 59-
63, provides that the shares subject to the proxy
"shall be reduced . . . as of the date of the relevant
vote for which this irrevocable proxy is granted."
Since the only relevant vote to date was the
December 19, 1984 Annual Meeting of Stockholders, the
proxy shares were reduced in accordance with the terms
of the I.J.K. Proxy on such date. Due to these
reporting parties' subsequent acquisitions of Dunes
Common Stock, if a "relevant vote" were held as of the
date hereof, the shares subject to the I.J.K. Proxy
would be 39,458, resulting in beneficial ownership of
these reporting parties of 4,186,789 shares, or 51.1%
of the Dunes Common Stock outstanding.
The 400,000 shares Anderson agreed to purchase under
the Valley Bank Agreement, described in these reporting
parties' Schedule 13D dated May 23, 1984, Item 6, pages
24-25, were acquired by J.B.A. under the terms
described therein on September 28, 1984. As a result
of such transaction, the Riddle Proxy lapsed.
J.B.A. acquired the 71,400 shares pursuant to the Mack
Agreement, described in these reporting parties'
Schedule 13D dated May 23, 1984, Item 6, pages 26-27,
upon close of the transaction on September 28, 1984.
As a result of such transaction, the proxies granted
thereunder to Anderson lapsed.
In Amendment No. 2 to Schedule 13D dated September 19, 1986,
the reporting parties reported the following information as
required in Item 6. The following is a restatement of that text:
The I.J.K. Proxy, the Calfee Proxy, the Cline Proxy and
the Calfee & Young Trust Proxies all lapsed by their
terms on November 30, 1985. As described in Item 5(b)
to Amendment No. 2, Eureka, pursuant to the terms of
the Eureka Pledge Agreement, has declared a default
thereunder and shares voting power and dispositive
power as to 3,000,000 of the shares owned of record by
J.B.A. Additionally, Eureka may share voting and
dispositive power of Cedar's stock ownership of Baby
Grand pursuant to the terms of a Security Agreement and
Pledge of Stock dated May 23, 1984, by and between
Maxim, Inc. (now "Cedar") and Eureka (a copy of which
is attached to Amendment No. 2 as Exhibit A), under
which Cedar pledged its 100% stock ownership of Baby
Grand. Eureka has taken
Page 30 of 80 Pages
<PAGE>
formal steps to declare a default under the terms of
this pledge agreement and may have the right to assert
indirect voting power or dispositive power over the
Dunes Common Stock owned of record by Baby Grand.
As described in Item 5(b) above, United, pursuant to
the terms of its pledge agreement (Exhibit B to
Amendment No. 2), has declared a default thereunder,
and may share voting power and dispositive power as to
450,000 of the shares owned of record by J.B.A.
In Amendment No. 3 to Schedule 13D dated March 25, 1987, the
reporting parties reported the following information as required
in Item 6. The following is a restatement of that text:
As described in Item 3 and 5 above in Amendment No. 3,
UFS issued a Notice of Public Sale of the Secured
Collateral of Anderson (Exhibit A to Amendment No. 3)
of all 450,000 shares held on March 25, 1987.
In Amendments No. 4 through 8 to Schedule 13D, Item 6
incorporated by reference the response to Item 6 of Amendment No.
2 to Schedule 13D dated September 19, 1986, and Amendment No. 3
to Schedule 13D dated November 20, 1986.
This Amendment No. 9 to Schedule 13D reports the following
new information as required in Item 5:
As described in Item 4 above, on March 26, 1997,
Anderson received letters (Exhibits 99.08 and 99.09 to
this Amendment No. 9) from the FDIC to Baby Grand and
J.B.A. stating, among other things, that all rights of
Baby Grand and J.B.A. pertaining to the pledged
collateral, including the Dunes' Common Stock, shall
thereby cease, and all of such rights are thereby
vested in the FDIC, which shall have the sole right to
exercise such voting and other consensual rights and to
receive such dividends, distribution, and other
payments with respect to the pledged collateral,
including the pledged Dunes' Common Stock.
As described in Item 4 above, pursuant to letters dated
March 28, 1997 (Exhibits 99.10 through 99.13 to this
Amendment No. 9), Anderson, on behalf of himself,
Cedar, Baby Grand and J.B.A., advised the FDIC that
they each disagreed with the FDIC's contention that the
FDIC holds the right to assert voting control over the
pledged Dunes' Common Stock, as well as certain other
pledged stock, and that the Anderson entities will
continue to conduct their business, including ownership
of the pledged Dunes' Common Stock, as they deem
appropriate under the circumstances.
Page 31 of 80 Pages
<PAGE>
As described in Item 4 above, the FDIC has filed a
Motion in the U.S. District Court for the District of
Nevada seeking a ruling that FDIC possesses the right
to vote the pledged Dunes' Common Stock.
Depending on a resolution of the foregoing, should the
FDIC successfully assert voting rights over the pledged
Dunes' Common Stock, there will be a change in control
of Dunes.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NO.
<S> <C>
10.01 Purchase Agreement dated January 26, 1984, by and
between John B. Anderson, Dunes Hotels and Casinos
Inc., Clifford Perlman and Stuart Perlman, is
incorporated herein by reference to Schedule 13D (file
no. 5-33952) dated May 23, 1984, Item 7, Exhibit B.
10.02 Promissory Note dated May 23, 1984, in the principal
amount of $25,000,000, by John B. Anderson in favor of
Clifford Perlman and Stuart Perlman, is incorporated
herein by reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit C.
10.03 Security Agreement and Pledge of Stock dated May 23,
1984, by and between John B. Anderson and Eureka
Federal Savings and Loan Association, is incorporated
herein by reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit D.
10.04 Amended and Restated Escrow Agreement dated March 30,
1984, by and between J.B.A. Investments, Inc., John B.
Anderson, Dunes Hotels and Casinos Inc., Clifford
Perlman and Stuart Perlman, is incorporated herein by
reference to Schedule 13D (file no. 5-33952) dated
May 23, 1984, Item 7, Exhibit E.
10.05 Letter Agreement dated January 31, 1984, by Morris A.
Shenker in favor of John B. Anderson, is incorporated
herein by reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit F.
10.06 Irrevocable Proxy dated 1984, by I.J.K. Nevada, Inc.
in favor of John B. Anderson, is incorporated herein
by reference to Schedule 13D (file no. 5-33952) dated
May 23, 1984, Item 7, Exhibit G.
10.07 Stock Purchase and Sale Agreement dated April 17,
1984, by and between John B. Anderson and Valley Bank
of Nevada, is incorporated herein by reference to
Schedule 13D (file no. 5-33952) dated May 23, 1984,
Item 7, Exhibit H.
10.08 Irrevocable Proxy dated May 23, 1984, by the Estate of
Mayor A. Riddle, Deceased and Valley Bank of Nevada in
favor of John B. Anderson, is
Page 32 of 80 Pages
<PAGE>
incorporated herein by reference to Schedule 13D (file
no. 5-33952) dated May 23, 1984, Item 7, Exhibit I.
10.09 Stock Purchase and Sale Agreement dated May 5, 1984,
by and between John B. Anderson, Jerome D. Mack, the
Paradise Trust, the Nate Mack Living Trust and the
Royal Trust, is incorporated herein by reference to
Schedule 13D (file no. 5-33952) dated May 23, 1984,
Item 7, Exhibit J.
10.10 Demand Note dated June 1, 1987, in the principal
amount of $297,000 by J.B.A. Investments, Inc. and
John B. Anderson in favor of the Royal Trust; Demand
Note dated June 1, 1987, in the principal amount of
$209,550 by J.B.A. Investments, Inc. and John B.
Anderson in favor of the Paradise Trust; Demand Note
dated June 1, 1987, in the principal amount of $21,450
by J.B.A. Investments, Inc. and John B. Anderson in
favor of Jerome D. Mack; and Demand Note dated June 1,
1987, in the principal amount of $61,050 by J.B.A.
Investments, Inc. and John B. Anderson in favor of
Nate Mack Living Trust, are incorporated herein by
reference to Schedule 13D (file no. 5-33952) dated
May 23, 1984, Item 7, Exhibit K.
10.11 Security Agreement and Pledge of Stock dated 1984, by
and between J.B.A. Investments, Inc. and Jerome D.
Mack; Security Agreement and Pledge of Stock dated
1984, by and between J.B.A. Investments, Inc. and the
Nate Mack Living Trust; Security Agreement and Pledge
of Stock dated 1984, by and between J.B.A.
Investments, Inc. and the Paradise Trust; and Security
Agreement and Pledge of Stock dated 1984, by and
between J.B.A. Investments, Inc. and the Royal Trust,
are incorporated herein by reference to Schedule 13D
(file no. 5-33952) dated May 23, 1984, Item 7, Exhibit
L.
10.12 Irrevocable Proxy dated May 23, 1984, by David W.,
Calfee in favor of J.B.A. Investments, Inc., is
incorporated herein by reference to Schedule 13D (file
no. 5-33952) dated May 23, 1984, Item 7, Exhibit M.
10.13 Irrevocable Proxy dated May 22, 1984, by Anthony Cline
in favor of J.B.A. Investments, Inc., is incorporated
herein by reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit N.
10.14 Irrevocable Proxy dated May 23, 1984, by Calfee &
Young in favor of J.B.A. Investments, Inc. (3,700
shares); Irrevocable Proxy dated May 23, 1984, by
Calfee & Young in favor of J.B.A. Investments, Inc.
(600 shares); Irrevocable Proxy dated May 23, 1984, by
Calfee & Young in favor of J.B.A. Investments, Inc.
(400 shares); and Irrevocable Proxy dated May 23,
1984, by Calfee & Young in favor of J.B.A.
Investments, Inc. (1,300 shares), are incorporated
herein by reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit O.
10.15 Assignment dated May 23, 1984, by John B. Anderson in
favor of Maxim, Inc., is
Page 33 of 80 Pages
<PAGE>
incorporated herein by reference to Schedule 13D (file
no. 5-33952) dated May 23, 1984, Item 7, Exhibit P.
10.16 Assignment dated May 23, 1984, by Maxim, Inc. in favor
of J.B.A. Investments, Inc., is incorporated herein by
reference to Schedule 13D (file no. 5-33952) dated
May 23, 1984, Item 7, Exhibit Q.
10.17 Assignment of Proxies dated May 23, 1984, by John B.
Anderson in favor of J.B.A. Investments, Inc., is
incorporated herein by reference to Schedule 13D (file
no. 5-33952) dated May 23, 1984, Item 7, Exhibit R.
10.18 Agreement Re: Schedule 13D Filing dated June 1984, is
incorporated herein by reference to Schedule 13D (file
no. 5-33952) dated May 23, 1984, Item 7, Exhibit S.
10.19 Agreement Re: Schedule 13D Filing dated February 27,
1985, is incorporated herein by reference to Amendment
No. 1 to Schedule 13D (file no. 5-33952) dated
February 11, 1985, Item 7, Exhibit A.
10.20 Security Agreement and Pledge of Stock dated May 23,
1984, by and between Maxim, Inc. and Eureka Federal
Savings and Loan Association, is incorporated herein
by reference to Amendment No. 2 to Schedule 13D (file
no. 5-33952) dated September 19, 1986, Item 7, Exhibit
A.
10.21 Security Agreement dated April 15, 1985, by and
between John B. Anderson and United Federal Savings
and Loan Association, is incorporated herein by
reference to Amendment No. 2 to Schedule 13D (file no.
5-33952) dated September 19, 1986, Item 7, Exhibit B.
10.22 Agreement Re: Schedule 13D Filing dated September 19,
1986, is incorporated herein by reference to Amendment
No. 2 to Schedule 13D (file no. 5-33952) dated
September 19, 1986, Item 7, Exhibit C.
10.23 Agreement Re: Schedule 13D Filing dated March 25,
1987, is incorporated herein by reference to Amendment
No. 3 to Schedule 13D (file no. 5-33952) dated
March 23, 1987, Item 7, Exhibit B.
10.24 Security Agreement and Pledge of Stock dated May 23,
1988, by and between J.B.A. Investments, Inc. and
Valley Bank of Nevada, is incorporated herein by
reference to Amendment No. 4 to Schedule 13D (file no.
5-33952) dated May 17, 1988, Item 7, Exhibit B.
10.25 Agreement Re: Schedule 13D Filing dated May 17, 1988,
is incorporated herein by reference to Amendment No. 4
to Schedule 13D (file no. 5-33952) dated May 17, 1988,
Item 7, Exhibit C.
10.26 Baby Grand Pledge Agreement dated November 30, 1989,
by and between Baby
Page 34 of 80 Pages
<PAGE>
Grand Corp. and Eureka Federal Savings and Loan
Association, is incorporated herein by reference to
Amendment No. 5 to Schedule 13D (file no. 5-33952)
dated February 28, 1989, Item 7, Exhibit A.
10.27 Pledge Agreement dated March 4, 1991, by and between
Baby Grand Corp. and M&R Investments Company (364,760
shares), is incorporated herein by reference to
Amendment No. 5 to Schedule 13D (file no. 5-33952)
dated February 28, 1989, Item 7, Exhibit B.
10.28 Pledge Agreement dated April 1, 1990, by and between
Baby Grand Corp. and M&R Investment Company, Inc.
(915,366 shares); Extension of Pledge Agreement dated
November 30, 1990; and Second Extension to Pledge
Agreement dated March 4, 1991, are incorporated herein
by reference to Amendment No. 5 to Schedule 13D (file
no. 5-33952) dated February 28, 1989, Item 7, Exhibit
C.
10.29 Agreement Re: Schedule 13D Filing dated February 28,
1989, is incorporated herein by reference to Amendment
No. 5 to Schedule 13D (file no. 5-33952) dated
February 28, 1989, Item 7, Exhibit D.
10.30 Agreement Re: Schedule 13D Filing dated June 29, 1992,
is incorporated herein by reference to Amendment No. 6
to Schedule 13D (file no. 5-33952) dated January 31,
1992, Item 7, Exhibit A.
10.31 Agreement Re: Schedule 13D Filing dated August 17,
1992, is incorporated herein by reference to Amendment
No. 7 to Schedule 13D (file no. 5-33952) dated
August 10, 1992, Item 7, Exhibit C.
10.32 Agreement Re: Schedule 13D Filing dated September 26,
1995, is incorporated herein by reference to Amendment
No. 8 to Schedule 13D (file no. 5-33952) dated
September 12, 1995, Item 7, Exhibit A.
10.33 Agreement Re: Schedule 13D Filing dated June 18,
1997.
99.01 Notice of Public Sale dated March 12, 1987, of the
Secured Collateral of John B. Anderson, is
incorporated herein by reference to Amendment No. 3 to
Schedule 13D (file no. 5-33952) dated March 12, 1987,
Item 7, Exhibit A.
99.02 Notice of Public Sale dated April 8, 1988, of the
Secured Collateral of John B. Anderson, is
incorporated herein by reference to Amendment No. 4 to
Schedule 13D (file no. 5-33952) dated May 17, 1988,
Item 7, Exhibit A.
99.03 Stipulation and Agreement, dated June 3, 1992, by and
between Dunes Hotels and Casinos, Inc. and the
bankruptcy estate of Morris A. Shenker and the
bankruptcy estate of I.J.K. Nevada, Inc., are
incorporated herein by reference to Dunes Hotels and
Casinos Inc. Current Report on Form 8-K (file no. 1-
4385), dated June 17, 1992, Item 7, Exhibit 28.00.
Page 35 of 80 Pages
<PAGE>
99.04 Order approving Stipulation and Agreement issued by
the U.S. Bankruptcy Court, Eastern District of
Missouri, Eastern Division, is incorporated herein by
reference to Dunes Hotels and Casinos Inc. Current
Report on Form 8-K (file no. 1-4385), dated June 12,
1992, Item 7, Exhibit 28.01.
99.05 Stipulation and Order For Entry of Order Appointing
Receiver and For Injunctive Relief, and For Entry of
Consent Judgment, entered September 12, 1995, is
incorporated herein by reference to Amendment No. 8 to
Schedule 13D (file no. 5-33952) dated September 12,
1995, Item 7, Exhibit 99.01.
99.06 Order Appointing Receiver and Granting Injunctive
Relief, entered September, 12, 1995, is incorporated
herein by reference to Amendment No. 8 to Schedule 13D
(file no. 5-33952) dated September 12, 1995, Item 7,
Exhibit 99.02.
99.07 Findings of Facts and Conclusions of Law entered
September 12, 1995, are incorporated herein by
reference to Amendment No. 8 to Schedule 13D (file no.
5-33952) dated September 12, 1995, Item 7, Exhibit
99.03.
99.08 Letter dated March 18, 1997, to Baby Grand Corp. from
Federal Deposit Insurance Corporation regarding
pledged shares of Dunes Hotels and Casinos Inc.
99.09 Letter dated March 18, 1997, to J.B.A. Investments,
Inc. from Federal Deposit Insurance Corporation
regarding pledged shares of Dunes Hotels and Casinos
Inc.
99.10 Letter dated March 28, 1997, to Federal Deposit
Insurance Corporation from Baby Grand Corp. regarding
pledged shares of Dunes Hotels and Casinos Inc.
99.11 Letter dated March 28, 1997, to Federal Deposit
Insurance Corporation from Cedar Development Co.
regarding pledged shares of Baby Grand Corp.
99.12 Letter dated March 28, 1997, to Federal Deposit
Insurance Corporation from John B. Anderson regarding
pledged shares of Cedar Development Co.
99.13 Letter dated March 28, 1997, to Federal Deposit
Insurance Corporation from JBA Investments, Inc.
regarding pledged shares of Dunes Hotels and Casinos
Inc.
99.14 Motion of the Federal Deposit Insurance Corporation
for the Declaration of its Rights Respecting the
Exercise of Voting Rights of Certain Stock and
Memorandum of Points and Authorities (without
exhibits).
Page 36 of 80 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 18th day of June 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 37 of 80 Pages
<PAGE>
C.B.C. BUILDERS, INC.
By: /s/ John B. Anderson
JOHN B. ANDERSON
Its: President
MURIETTA INVESTORS
By: /s/ John B. Anderson
JOHN B. ANDERSON
Its: General Partner
Page 38 of 80 Pages
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
<S> <C> <C>
10.01 Purchase Agreement dated January 26, 1984, by
and between John B. Anderson, Dunes Hotels
and Casinos Inc., Clifford Perlman and Stuart
Perlman, is incorporated herein by reference
to Schedule 13D (file no. 5-33952) dated
May 23, 1984, Item 7, Exhibit B.
10.02 Promissory Note dated May 23, 1984, in the
principal amount of $25,000,000, by John B.
Anderson in favor of Clifford Perlman and
Stuart Perlman, is incorporated herein by
reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit C.
10.03 Security Agreement and Pledge of Stock dated
May 23, 1984, by and between John B. Anderson
and Eureka Federal Savings and Loan
Association, is incorporated herein by
reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit D.
10.04 Amended and Restated Escrow Agreement dated
March 30, 1984, by and between J.B.A.
Investments, Inc., John B. Anderson, Dunes
Hotels and Casinos Inc., Clifford Perlman and
Stuart Perlman, is incorporated herein by
reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit E.
10.05 Letter Agreement dated January 31, 1984, by
Morris A. Shenker in favor of John B.
Anderson, is incorporated herein by reference
to Schedule 13D (file no. 5-33952) dated
May 23, 1984, Item 7, Exhibit F.
10.06 Irrevocable Proxy dated 1984, by I.J.K.
Nevada, Inc. in favor of John B. Anderson, is
incorporated herein by reference to Schedule
13D (file no. 5-33952) dated May 23, 1984,
Item 7, Exhibit G.
10.07 Stock Purchase and Sale Agreement dated
April 17, 1984, by and between John B.
Anderson and Valley Bank of Nevada, is
incorporated herein by reference to Schedule
13D (file no. 5-33952) dated May 23, 1984,
Item 7, Exhibit H.
10.08 Irrevocable Proxy dated May 23, 1984, by the
Estate of Mayor A. Riddle, Deceased and
Valley Bank of Nevada in favor of John B.
Anderson, is incorporated herein by reference
to Schedule 13D (file no. 5-33952) dated
May 23, 1984, Item 7, Exhibit I.
10.09 Stock Purchase and Sale Agreement dated
May 5, 1984, by and between John B. Anderson,
Jerome D. Mack, the Paradise Trust, the
Page 39 of 80 Pages
<PAGE>
Nate Mack Living Trust and the Royal Trust,
is incorporated herein by reference to
Schedule 13D (file no. 5-33952) dated May 23,
1984, Item 7, Exhibit J.
10.10 Demand Note dated June 1, 1987, in the
principal amount of $297,000 by J.B.A.
Investments, Inc. and John B. Anderson in
favor of the Royal Trust; Demand Note dated
June 1, 1987, in the principal amount of
$209,550 by J.B.A. Investments, Inc. and
John B. Anderson in favor of the Paradise
Trust; Demand Note dated June 1, 1987, in the
principal amount of $21,450 by J.B.A.
Investments, Inc. and John B. Anderson in
favor of Jerome D. Mack; and Demand Note
dated June 1, 1987, in the principal amount
of $61,050 by J.B.A. Investments, Inc. and
John B. Anderson in favor of Nate Mack Living
Trust, are incorporated herein by reference
to Schedule 13D (file no. 5-33952) dated
May 23, 1984, Item 7, Exhibit K.
10.11 Security Agreement and Pledge of Stock dated
1984, by and between J.B.A. Investments, Inc.
and Jerome D. Mack; Security Agreement and
Pledge of Stock dated 1984, by and between
J.B.A. Investments, Inc. and the Nate Mack
Living Trust; Security Agreement and Pledge
of Stock dated 1984, by and between J.B.A.
Investments, Inc. and the Paradise Trust; and
Security Agreement and Pledge of Stock dated
1984, by and between J.B.A. Investments, Inc.
and the Royal Trust, are incorporated herein
by reference to Schedule 13D (file no. 5-
33952) dated May 23, 1984, Item 7, Exhibit L.
10.12 Irrevocable Proxy dated May 23, 1984, by
David W., Calfee in favor of J.B.A.
Investments, Inc., is incorporated herein by
reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit M.
10.13 Irrevocable Proxy dated May 22, 1984, by
Anthony Cline in favor of J.B.A. Investments,
Inc., is incorporated herein by reference to
Schedule 13D (file no. 5-33952) dated May 23,
1984, Item 7, Exhibit N.
10.14 Irrevocable Proxy dated May 23, 1984, by
Calfee & Young in favor of J.B.A.
Investments, Inc. (3,700 shares); Irrevocable
Proxy dated May 23, 1984, by Calfee & Young
in favor of J.B.A. Investments, Inc. (600
shares); Irrevocable Proxy dated May 23,
1984, by Calfee & Young in favor of J.B.A.
Investments, Inc. (400 shares); and
Irrevocable Proxy dated May 23, 1984, by
Calfee & Young in favor of J.B.A.
Investments, Inc. (1,300 shares), are
incorporated herein by reference to Schedule
13D (file no. 5-33952) dated May 23, 1984,
Item 7, Exhibit O.
Page 40 of 80 Pages
<PAGE>
10.15 Assignment dated May 23, 1984, by John B.
Anderson in favor of Maxim, Inc., is
incorporated herein by reference to Schedule
13D (file no. 5-33952) dated May 23, 1984,
Item 7, Exhibit P.
10.16 Assignment dated May 23, 1984, by Maxim, Inc.
in favor of J.B.A. Investments, Inc., is
incorporated herein by reference to Schedule
13D (file no. 5-33952) dated May 23, 1984,
Item 7, Exhibit Q.
10.17 Assignment of Proxies dated May 23, 1984, by
John B. Anderson in favor of J.B.A.
Investments, Inc., is incorporated herein by
reference to Schedule 13D (file no. 5-33952)
dated May 23, 1984, Item 7, Exhibit R.
10.18 Agreement Re: Schedule 13D Filing dated June
1984, is incorporated herein by reference to
Schedule 13D (file no. 5-33952) dated May 23,
1984, Item 7, Exhibit S.
10.19 Agreement Re: Schedule 13D Filing dated
February 27, 1985, is incorporated herein by
reference to Amendment No. 1 to Schedule 13D
(file no. 5-33952) dated February 11, 1985,
Item 7, Exhibit A.
10.20 Security Agreement and Pledge of Stock dated
May 23, 1984, by and between Maxim, Inc. and
Eureka Federal Savings and Loan Association,
is incorporated herein by reference to
Amendment No. 2 to Schedule 13D (file no. 5-
33952) dated September 19, 1986, Item 7,
Exhibit A.
10.21 Security Agreement dated April 15, 1985, by
and between John B. Anderson and United
Federal Savings and Loan Association, is
incorporated herein by reference to Amendment
No. 2 to Schedule 13D (file no. 5-33952)
dated September 19, 1986, Item 7, Exhibit B.
10.22 Agreement Re: Schedule 13D Filing dated
September 19, 1986, is incorporated herein by
reference to Amendment No. 2 to Schedule 13D
(file no. 5-33952) dated September 19, 1986,
Item 7, Exhibit C.
10.23 Agreement Re: Schedule 13D Filing dated
March 25, 1987, is incorporated herein by
reference to Amendment No. 3 to Schedule 13D
(file no. 5-33952) dated March 23, 1987, Item
7, Exhibit B.
10.24 Security Agreement and Pledge of Stock dated
May 23, 1988, by and between J.B.A.
Investments, Inc. and Valley Bank of Nevada,
is incorporated herein by reference to
Amendment No. 4 to Schedule 13D (file no. 5-
33952) dated May 17, 1988, Item 7, Exhibit B.
10.25 Agreement Re: Schedule 13D Filing dated
May 17, 1988, is
Page 41 of 80 Pages
<PAGE>
incorporated herein by reference to Amendment
No. 4 to Schedule 13D (file no. 5-33952)
dated May 17, 1988, Item 7, Exhibit C.
10.26 Baby Grand Pledge Agreement dated
November 30, 1989, by and between Baby Grand
Corp. and Eureka Federal Savings and Loan
Association, is incorporated herein by
reference to Amendment No. 5 to Schedule 13D
(file no. 5-33952) dated February 28, 1989,
Item 7, Exhibit A.
10.27 Pledge Agreement dated March 4, 1991, by and
between Baby Grand Corp. and M&R Investments
Company (364,760 shares), is incorporated
herein by reference to Amendment No. 5 to
Schedule 13D (file no. 5-33952) dated
February 28, 1989, Item 7, Exhibit B.
10.28 Pledge Agreement dated April 1, 1990, by and
between Baby Grand Corp. and M&R Investment
Company, Inc. (915,366 shares); Extension of
Pledge Agreement dated November 30, 1990; and
Second Extension to Pledge Agreement dated
March 4, 1991, are incorporated herein by
reference to Amendment No. 5 to Schedule 13D
(file no. 5-33952) dated February 28, 1989,
Item 7, Exhibit C.
10.29 Agreement Re: Schedule 13D Filing dated
February 28, 1989, is incorporated herein by
reference to Amendment No. 5 to Schedule 13D
(file no. 5-33952) dated February 28, 1989,
Item 7, Exhibit D.
10.30 Agreement Re: Schedule 13D Filing dated
June 29, 1992, is incorporated herein by
reference to Amendment No. 6 to Schedule 13D
(file no. 5-33952) dated January 31, 1992,
Item 7, Exhibit A.
10.31 Agreement Re: Schedule 13D Filing dated
August 17, 1992, is incorporated herein by
reference to Amendment No. 7 to Schedule 13D
(file no. 5-33952) dated August 10, 1992,
Item 7, Exhibit C.
10.32 Agreement Re: Schedule 13D Filing dated
September 26, 1995, is incorporated herein by
reference to Amendment No. 8 to Schedule 13D
(file no. 5-33952) dated September 12, 1995,
Item 7, Exhibit A.
10.33 Agreement Re: Schedule 13D Filing dated June 45
18, 1997.
99.01 Notice of Public Sale dated March 12, 1987,
of the Secured Collateral of John B.
Anderson, is incorporated herein by reference
to Amendment No. 3 to Schedule 13D (file no.
5-33952) dated March 12, 1987, Item 7,
Exhibit A.
99.02 Notice of Public Sale dated April 8, 1988, of
the Secured Collateral of John B. Anderson,
is incorporated herein by reference to
Amendment No. 4 to Schedule 13D (file no. 5-
33952) dated May 17, 1988, Item 7,
Page 42 of 80 Pages
<PAGE>
Exhibit A.
99.03 Stipulation and Agreement, dated June 3,
1992, by and between Dunes Hotels and
Casinos, Inc. and the bankruptcy estate of
Morris A. Shenker and the bankruptcy estate
of I.J.K. Nevada, Inc., are incorporated
herein by reference to Dunes Hotels and
Casinos Inc. Current Report on Form 8-K (file
no. 1-4385), dated June 17, 1992, Item 7,
Exhibit 28.00.
99.04 Order approving Stipulation and Agreement
issued by the U.S. Bankruptcy Court, Eastern
District of Missouri, Eastern Division, is
incorporated herein by reference to Dunes
Hotels and Casinos Inc. Current Report on
Form 8-K (file no. 1-4385), dated June 12,
1992, Item 7, Exhibit 28.01.
99.05 Stipulation and Order For Entry of Order
Appointing Receiver and For Injunctive
Relief, and For Entry of Consent Judgment,
entered September 12, 1995, is incorporated
herein by reference to Amendment No. 8 to
Schedule 13D (file no. 5-33952) dated
September 12, 1995, Item 7, Exhibit 99.01.
99.06 Order Appointing Receiver and Granting
Injunctive Relief, entered September, 12,
1995, is incorporated herein by reference to
Amendment No. 8 to Schedule 13D (file no. 5-
33952) dated September 12, 1995, Item 7,
Exhibit 99.02.
99.07 Findings of Facts and Conclusions of Law
entered September 12, 1995, are incorporated
herein by reference to Amendment No. 8 to
Schedule 13D (file no. 5-33952) dated
September 12, 1995, Item 7, Exhibit 99.03.
99.08 Letter dated March 18, 1997, to Baby Grand 47
Corp. from Federal Deposit Insurance
Corporation regarding pledged shares of Dunes
Hotels and Casinos Inc.
99.09 Letter dated March 18, 1997, to J.B.A. 52
Investments, Inc. from Federal Deposit
Insurance Corporation regarding pledged
shares of Dunes Hotels and Casinos Inc.
99.10 Letter dated March 28, 1997, to Federal 57
Deposit Insurance Corporation from Baby Grand
Corp. regarding pledged shares of Dunes
Hotels and Casinos Inc.
99.11 Letter dated March 28, 1997, to Federal 59
Deposit Insurance Corporation from Cedar
Development Co. regarding pledged shares of
Baby Grand Corp.
Page 43 of 80 Pages
<PAGE>
99.12 Letter dated March 28, 1997, to Federal 61
Deposit Insurance Corporation from John B.
Anderson regarding pledged shares of Cedar
Development Co.
99.13 Letter dated March 28, 1997, to Federal 63
Deposit Insurance Corporation from JBA
Investments, Inc. regarding pledged shares of
Dunes Hotels and Casinos Inc.
99.14 Motion of the Federal Deposit Insurance 65
Corporation for the Declaration of its Rights
Respecting the Exercise of Voting Rights of
Certain Stock and Memorandum of Points and
Authorities (without exhibits).
Page 44 of 80 Pages
</TABLE>
EXHIBIT 10.33
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 18th day of June 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 45 of 80 Pages
<PAGE>
MURIETTA INVESTORS
By: /s/ John B. Anderson
JOHN B. ANDERSON
Its: General Partner
C.B.C. BUILDERS, INC.
By: /s/ John B. Anderson
JOHN B. ANDERSON
Its: President
Page 46 of 80 Pages
EXHIBIT 99.08
Page 47 of 80 Pages
<PAGE>
[FEDERAL DEPOSIT INSURANCE CORPORATION LETTERHEAD]
March 18, 1997
Baby Grand Corp.
160 E. Flamingo Road
Las Vegas, Nevada 89109
RE: PLEDGED SHARES OF DUNES HOTELS AND CASINOS INC.
Ladies and Gentlemen:
Baby Grand Corp., a Nevada corporation ("Baby Grand"), has
previously entered into that certain Baby Grand Pledge Agreement,
dated as of November 30, 1989 (the "Baby Grand Pledge
Agreement"), with the Federal Deposit Insurance Corporation, a
corporation organized under the laws of the United States, acting
in its corporate capacity, and as successor and assignee of
Eurekabank, formerly known as Eureka Federal Savings and Loan
Association (the "FDIC"). Concurrently with the execution of the
Baby Grand Pledge Agreement, John B. Anderson and Edith Anderson
(collectively, "Anderson") entered into that certain Debtor-
Creditor Agreement (the "Debtor-Creditor Agreement") with the
FDIC. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Baby Grand
Pledge Agreement.
THE BABY GRAND PLEDGE AGREEMENT
Pursuant to Sections 2 and 3 of the Baby Grand Pledge
Agreement, Baby Grand pledged certain collateral (the "Pledged
Collateral") as security for the fulfillment of all obligations
of Anderson and the other Anderson Parties under the Settlement
Documents, whether for payment of principal, interest, fees,
expenses or otherwise, and all obligations of Baby Grand existing
under the Baby Grand Pledge Agreement (collectively, the
"Obligations").
The Pledged Collateral included all of Baby Grand's right
and interest, whether then existing or acquired after the
execution of the Baby Grand Pledge Agreement, in and to the
following:
1. All shares of common stock (the "Dune Shares") of Dunes
Hotels and Casinos Inc. ("Dunes") then owned by Baby Grand (the
"Pledged Dunes Shares");
2. The certificates representing the Pledged Dunes Shares;
3. All dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed
in respect of or in exchange for any all or all of the Pledged
Dunes Shares; and
4. All additional shares of stock of Dunes from time to
time acquired by Baby Grand in any manner, and the certificates
representing such additional shares, and all dividends, cash,
Page 48 of 80 Pages
<PAGE>
instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any all or all of such Dunes Shares.
The Pledged Dunes Shares included 1,280,756 shares of the
common stock of Dunes.
Section 7(b) of the Baby Grand Pledge Agreement provides,
among other things, that upon the occurrence and during the
continuance of an Event of Default or an event which, with the
giving of notice of the lapse of time, or both, would become an
Event of Default, all rights of Baby Grand to exercise the voting
and other consensual rights pertaining to the Pledged Collateral,
including the Pledged Dunes Shares, which it would otherwise be
entitled to exercise pursuant to Section 7(a) of the Baby Grand
Pledge Agreement, and to receive the dividends, distributions and
interest payments which it would otherwise be authorized to
receive (all of which amounts were to be immediately paid to the
FDIC on behalf of Anderson) pursuant to Section 7(a) of the Baby
Grand Pledge Agreement shall cease, and all such rights shall
thereupon become vested in the FDIC, which shall thereupon have
the sole right to exercise such voting and other consensual
rights and to receive such dividends, distributions and interest
payments and apply the same to the General Debt as required by
the Debtor-Creditor Agreement. In addition, Section 12 of the
Baby Grand Pledge Agreement provides for additional remedies upon
the occurrence and continuation of an Event of Default. These
additional remedies, include, without limitation, the right of
the FDIC to sell the Pledged Dunes Shares upon and during the
occurrence of an Event of Default.
THE DEBTOR-CREDITOR AGREEMENT
Section 8.01 (a) of the Debtor-Creditor Agreement provides
that the failure to make the payment of principal or interest on
the General Debt, when and as the same shall become due and
payable, whether at maturity thereof, on a date fixed for
prepayment, or by acceleration or otherwise, shall, at the sole
discretion of the FDIC, be deemed an Event of Default.
Anderson has failed, and continues to fail, to make payments
of principal and interest on the General Debt when the same
became due and payable. On January 25, 1993 and again on
February 12, 1993, Eurekabank (predecessor-in-interest to the
FDIC) sent, and Anderson and the Anderson Parties received,
Notices of Default pursuant to Sections 8.01, 8.02(a) and 9.10 of
the Debtor-Creditor Agreement, declaring Anderson in default of
its obligations under, among other things, the Debtor-Creditor
Agreement. On May 11, 1995, the FDIC sent, and Anderson and the
Anderson Parties received, Notices of Default pursuant to
Sections 8.01 8.02(a) and 9.10 of the Debtor-Creditor Agreement,
declaring Anderson in default of its obligations under, among
other things, the Debtor-Creditor Agreement. On August 28, 1996,
judgment was entered in the matter of in FDIC V. JOHN B.
ANDERSON, ET AL., Case No. CV-S-95-00679-PMP (LRL), by the United
States District Court for the District of Nevada, wherein said
Court specifically found that Anderson had failed, and continues
to fail, to make payments of principal and interest on the
General Debt when the same became due and payable and said Court,
among other things, granted the FDIC judgment for specific
performance of the Debtor-Creditor Agreement.
An Event of Default under the Debtor-Creditor Agreement
having occurred and continuing, notice is hereby given to Baby
Grand and Dunes that all rights of Baby Grand to
Page 49 of 80 Pages
<PAGE>
exercise the voting and other consensual rights pertaining to the
Pledge Collateral, including the Pledged Dunes Shares, shall
hereby cease, and all such rights are hereby vested in the FDIC,
who shall hereby have the sole right to exercise such voting and
other consensual rights and to receive such dividends,
distributions and interest payments with respect to the Pledged
Collateral, including the Pledged Dunes Shares. The FDIC further
reserves the right to demand of Dunes, or petition a court of
competent jurisdiction to require, that a special meeting of the
stockholders of Dunes be called to consider such matters as may
be lawfully considered and acted upon at such meeting.
The exercise by the FDIC of its rights under the Baby Grand
Pledge Agreement shall not be deemed to be a waiver or in
derogation of any right or remedy available to the FDIC, either
pursuant to the Baby Grand Pledge Agreement, the Debtor-Creditor
agreement, the Consent Judgment or otherwise, nor shall the
exercise by the FDIC of any of its rights under the Baby Grand
Pledge Agreement be deemed to be a waiver of any other rights or
of any Event of Default and any failure by the FDIC to exercise
any rights under the Baby Grand Pledge Agreement, the Debtor-
Creditor Agreement, the Consent Judgment or otherwise shall not
be deemed to be a waiver of or an acquiescence to any Event of
Default.
The application by the FDIC to the Nevada Gaming Commission
for the approval of the exercise by the FDIC of its rights under
the Baby Grand Pledge Agreement, the Debtor-Creditor Agreement,
the Consent Judgment or otherwise shall not be deemed to be a
waiver or in derogation of any right or remedy available to the
FDIC, either pursuant to the Baby Grand Pledge Agreement, the
Debtor-Creditor Agreement, the Consent Judgment or otherwise, nor
shall the application by the FDIC to the Nevada Gaming Commission
for such approval be deemed to be a waiver of any other rights or
of any Event of Default and any failure by the FDIC to exercise
any rights under the Baby Grand Pledge Agreement, the Debtor-
Creditor Agreement, the Consent Judgment or otherwise shall not
be deemed to be a waiver of or an acquiescence to any Event of
Default.
Very truly yours,
Federal Deposit Insurance
Corporation
By: /s/ R. Michael Flick
Name: R. Michael Flick
Title: Credit Specialist
cc: John B. Anderson Dunes Hotels and Casinos Inc.
Edith Anderson 4045 South Spencer Street, #206
c/o Anderson Farms Las Vegas, Nevada 89119
Mace Blvd. and Road 32A
Davis, California 95616
Page 50 of 80 Pages
<PAGE>
Dunes Hotels and Casinos Inc. James Dale
c/o CT Corporation c/o Anderson Farms
1633 Broadway Mace Blvd. and Road 32A
New York, NY 10019 Davis, California 95616
Dunes Hotels and Casinos Inc. James Dale
c/o Corporation Trust Co. of Nevada c/o M&R Investment Co.
One East First Street 4045 South Spender Ave., #206
Reno, NV 89501 Las Vegas, NV 89119
Larry L. Bertsch Joseph Burt
229 Las Vegas Blvd. So., #206 c/o Maxim Hotel & Casino
Las Vegas, Nevada 89101 160 E. Flamingo Road
Las Vegas, Nevada 89101
Vargas & Bartlett Theodore H. Latty
3800 Howard Hughes Parkway, 7th Floor Hughes Hubbard & Reed LLP
Las Vegas, Nevada 89109 350 South Grand Ave., 36th Floor
Attn: Michael J. Bonner, Esq. Los Angeles, California 90071
Page 51 of 80 Pages
EXHIBIT 99.09
Page 52 of 80 Pages
<PAGE>
[FEDERAL DEPOSIT INSURANCE CORPORATION LETTERHEAD]
March 18, 1997
J.B.A. Investments, Inc.
c/o John B. Anderson
Anderson Farms
Mace Blvd. and Road 32A
Davis, California 95616
Re: PLEDGED SHARES OF DUNES HOTELS AND CASINOS INC.
Ladies and Gentlemen:
J.B.A. Investments, Inc., a Nevada corporation ("JBA"), has
previously entered into that certain Amended and Restated J.B.A.
Pledge Agreement, dated as of November 30, 1989 (the "JBA Pledge
Agreement"), with the Federal Deposit Insurance Corporation, a
corporation organized under the laws of the United States, acting
in its corporate capacity, and as successor and assignee of
Eurekabank, formerly known as Eureka Federal Savings and Loan
Association (the "FDIC"). Concurrently with the execution of the
JBA Pledge Agreement, John B. Anderson and Edith Anderson
(collectively, "Anderson") entered into that certain Debtor-
Creditor Agreement (the "Debtor-Creditor Agreement") with the
FDIC. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the JBA Pledge
Agreement.
THE JBA PLEDGE AGREEMENT
Pursuant to Sections 2 and 3 of the JBA Pledge Agreement,
JBA pledged certain collateral (the "Pledged Collateral") as
security for the fulfillment of all obligations of Anderson and
the other Anderson Parties under the Settlement Documents,
whether for payment of principal, interest, fees, expenses or
otherwise, and all obligations of JBA existing under the JBA
Pledge Agreement (collectively, the "Obligations").
The Pledged Collateral included all of JBA's right and
interest, whether then existing or acquired after the execution
of the JBA Pledge Agreement, in and to the following:
1. All shares of common stock (the "Dune Shares") of Dunes
Hotels and Casinos Inc. ("Dunes") then owned by JBA (the "Pledged
Dunes Shares");
2. The certificates representing the Pledged Dunes Shares;
3. All dividends, cash, instruments and other property
from time to time received, receivable or otherwise distributed
in respect of or in exchange for any all or all of the Pledged
Dunes Shares; and
Page 53 of 80 Pages
<PAGE>
4. All additional shares of stock of Dunes from time to
time acquired by JBA in any manner, and the certificates
representing such additional shares, and all dividends, cash,
instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange
for any all or all of such Dunes Shares.
The Pledged Dunes Shares included 3,400,000 shares of the
common stock of Dunes including 3,000,000 shares of the common
stock of Dunes evidenced by certificates numbers 12260-12319,
copies of which are attached for your reference. Such
certificates are, and since the date of the JBA Pledge Agreement
have continuously been, in the possession or held for the benefit
of the FDIC.
Section 7(b) of the JBA Pledge Agreement provides, among
other things, that upon the occurrence and during the continuance
of an Event of Default or an event which, with the giving of
notice of the lapse of time, or both, would become an Event of
Default, all rights of JBA to exercise the voting and other
consensual rights pertaining to the Pledged Collateral, including
the Pledged Dunes Shares, which it would otherwise be entitled to
exercise pursuant to Section 7(a) of the JBA Pledge Agreement,
and to receive the dividends, distributions and interest payments
which it would otherwise be authorized to receive (all of which
amounts were to be immediately paid to the FDIC on behalf of
Anderson) pursuant to Section 7(a) of the JBA Pledge Agreement
shall cease, and all such rights shall thereupon become vested in
the FDIC, which shall thereupon have the sole right to exercise
such voting and other consensual rights and to receive such
dividends, distributions and interest payments and apply the same
to the General Debt as required by the Debtor-Creditor Agreement.
In additional, Section 9 of the JBA Pledge Agreement provides for
additional remedies upon the occurrence and continuation of an
Event of Default. These additional remedies, include, without
limitation, the right of the FDIC to sell the Pledged Dunes
Shares upon and during the occurrence of an Event of Default.
THE DEBTOR-CREDITOR AGREEMENT
Section 8.01 (a) of the Debtor-Creditor Agreement provides
that the failure to make the payment of principal or interest on
the General Debt, when and as the same shall become due and
payable, whether at maturity thereof, on a date fixed for
prepayment, or by acceleration or otherwise, shall, at the sole
discretion of the FDIC, be deemed an Event of Default.
Anderson has failed, and continues to fail, to make payments
of principal and interest on the General Debt when the same
became due and payable. On January 25, 1993 and again on
February 12, 1993, Eurekabank (predecessor-in-interest to the
FDIC) sent, and Anderson and the Anderson Parties received,
Notices of Default pursuant to Sections 8.01, 8.02(a) and 9.10 of
the Debtor-Creditor Agreement, declaring Anderson in default of
its obligations under, among other things, the Debtor-Creditor
Agreement. On May 11, 1995, the FDIC sent, and Anderson and the
Anderson Parties received, Notices of Default pursuant to
Sections 8.01, 8.02(a) and 9.10 of the Debtor-Creditor Agreement,
declaring Anderson in default of its obligations under, among
other things, the Debtor-Creditor Agreement. On August 28, 1996,
judgment was entered in the matter of in FDIC V. JOHN B.
ANDERSON, ET AL., Case No. CV-S-95-00679-PMP (LRL), by the United
States District Court for the District of Nevada, wherein said
Court specifically found that Anderson had failed, and continues
to fail, to make payments of principal and interest on the
Page 54 of 80 Pages
<PAGE>
General Debt when the same became due and payable and said Court,
among other things, granted the FDIC judgment for specific
performance of the Debtor-Creditor Agreement.
An Event of Default under the Debtor-Creditor Agreement
having occurred and continuing, notice is hereby given to JBA and
Dunes that all rights of JBA to exercise the voting and other
consensual rights pertaining to the Pledge Collateral, including
the Pledged Dunes Shares, shall hereby cease, and all such rights
are hereby vested in the FDIC, who shall hereby have the sole
right to exercise such voting and other consensual rights and to
receive such dividends, distributions and interest payments with
respect to the Pledged Collateral, including the Pledged Dunes
Shares. The FDIC further reserves the right to demand of Dunes,
or petition a court of competent jurisdiction to require, that a
special meeting of the stockholders of Dunes be called to
consider such matters as may be lawfully considered and acted
upon at such meeting.
The exercise by the FDIC of its rights under the JBA Pledge
Agreement shall not be deemed to be a waiver or in derogation of
any right or remedy available to the FDIC, either pursuant to the
JBA Pledge Agreement, the Debtor-Creditor agreement, the Consent
Judgment or otherwise, nor shall the exercise by the FDIC of any
of its rights under the JBA Pledge Agreement be deemed to be a
waiver of any other rights or of any Event of Default and any
failure by the FDIC to exercise any rights under the JBA Pledge
Agreement, the Debtor-Creditor Agreement, the Consent Judgment or
otherwise shall not be deemed to be a waiver of or an
acquiescence to any Event of Default.
Very truly yours,
Federal Deposit Insurance
Corporation
By: /s/ R. Michael Flick
Name: R. Michael Flick
Title: Credit Specialist
cc: John B. Anderson Dunes Hotels and Casinos Inc.
Edith Anderson 4045 South Spencer Street, #206
c/o Anderson Farms Las Vegas, Nevada 89119
Mace Blvd. and Road 32A
Davis, California 95616
Dunes Hotels and Casinos Inc. James Dale
c/o CT Corporation c/o Anderson Farms
1633 Broadway Mace Blvd. and Road 32A
New York, NY 10019 Davis, California 95616
Dunes Hotels and Casinos Inc. James Dale
c/o Corporation Trust Co. of Nevada c/o M&R Investment Co.
One East First Street 4045 South Spender Ave., #206
Reno, NV 89501 Las Vegas, NV 89119
Page 55 of 80 Pages
<PAGE>
Joseph Burt Larry L. Bertsch
c/o Maxim Hotel & Casino 229 Las Vegas Blvd. So., #206
160 E. Flamingo Road Las Vegas, Nevada 89101
Las Vegas, Nevada 89101
Vargas & Bartlett Theodore H. Latty
3800 Howard Hughes Parkway, 7th Floor Hughes Hubbard & Reed LLP
Las Vegas, Nevada 89109 350 South Grand Ave., 36th Floor
Attn: Michael J. Bonner, Esq. Los Angeles, California 90071
J.B.A. Investments, Inc.
c/o Kummer Kaempfer Bonner & Renshaw
3800 Howard Hughes Parkway, 7th Floor
Las Vegas, Nevada 89109
Page 56 of 80 Pages
EXHIBIT 99.10
Page 57 of 80 Pages
<PAGE>
BABY GRAND CORP.
160 E. Flamingo Road
Las Vegas, Nevada 89109
March 28, 1997
R. Michael Flick
Credit Specialist
Federal Deposit Insurance Corporation
P. O. Box 9349
Newport Beach, CA 92658
Re: Shares of Dunes Hotels & Casinos, Inc.
Dear Mr. Flick:
We are in receipt of your letter dated March 18, 1997,
asserting a right to vote the shares of Dunes Hotels & Casinos,
Inc., owned by Baby Grand Corp. ("Dunes Shares"). We disagree
with your contention that the FDIC holds the right to assert
voting control over the Dunes Shares. We will continue to
conduct our business, including our ownership of the Dunes
Shares, as we deem appropriate under the circumstances.
Please understand that the FDIC will be liable for any
damages should you wrongfully attempt to exercise the voting
rights to the Dunes Shares.
Very truly yours,
/s/ John B. Anderson
John B. Anderson, President
cc: Kummer Kaempfer Bonner & Renshaw
Attn: Michael Bonner
Dunes Hotels & Casinos, Inc.
c/o CT Corporation
1633 Brodway
New York, NY 10019
Dunes Hotels & Casinos, Inc.
4045 S. Spencer Street, Suite 206
Las Vegas, NV 89119
Dunes Hotels & Casinos, Inc.
c/o Corporation Trust Co. of Nevada
One East First Street
Reno, NV 89501
Page 58 of 80 Pages
EXHIBIT 99.11
Page 59 of 80 Pages
<PAGE>
CEDAR DEVELOPMENT CO.
P.O. Box 1410
Davis, CA 95617
March 28, 1997
R. Michael Flick
Credit Specialist
Federal Deposit Insurance Corporation
P. O. Box 9349
Newport Beach, CA 92658
Re: Shares of Baby Grand Corp.
Dear Mr. Flick:
We are in receipt of your letter dated March 18, 1997,
asserting a right to vote the shares of Baby Grand Corp., JBA
Investments, Inc., and J.A., Inc., owned by Cedar Development Co.
(herein collectively "Shares"). We disagree with your contention
that the FDIC holds the right to assert voting control over the
Shares. We will continue to conduct our business, including our
ownership of the Shares, as we deem appropriate under the
circumstances.
Please understand that the FDIC will be liable for any
damages should you wrongfully attempt to exercise the voting
rights to the Shares.
Very truly yours,
/s/ John B. Anderson
John B. Anderson, President
cc: Kummer Kaempfer Bonner & Renshaw
Attn: Michael Bonner
Page 60 of 80 Pages
EXHIBIT 99.12
Page 61 of 80 Pages
<PAGE>
JOHN B. ANDERSON
P.O. Box 1410
Davis, CA 95617
March 28, 1997
R. Michael Flick
Credit Specialist
Federal Deposit Insurance Corporation
P. O. Box 9349
Newport Beach, CA 92658
Re: Shares of Cedar Development Co.
Dear Mr. Flick:
We are in receipt of your letter dated March 18, 1997,
asserting a right to vote the shares of Cedar Development Co.,
owned by John and Edith Anderson ("Cedar Shares"). We disagree
with your contention that the FDIC holds the right to assert
voting control over the Cedar Shares. We will continue to
conduct our business, including our ownership of the Cedar
Shares, as we deem appropriate under the circumstances.
Please understand that the FDIC will be liable for any
damages should you wrongfully attempt to exercise the voting
rights to the Cedar Shares.
Very truly yours,
/s/ John B. Anderson
John B. Anderson, President
cc: Kummer Kaempfer Bonner & Renshaw
Attn: Michael Bonner
Calfee & Young, PC
Attn: Kent N. Calfee
Page 62 of 80 Pages
EXHIBIT 99.13
Page 62 of 80 Pages
<PAGE>
JBA INVESTMENTS, INC.
P.O. Box 1410
Davis, CA 95617
March 28, 1997
R. Michael Flick
Credit Specialist
Federal Deposit Insurance Corporation
P. O. Box 9349
Newport Beach, CA 92658
Re: Shares of Dunes Hotels & Casinos, Inc.
Dear Mr. Flick:
We are in receipt of your letter dated March 18, 1997,
asserting a right to vote the shares of Dunes Hotels & Casinos,
Inc., owned by JBA Investments, Inc. ("Dunes Shares"). We
disagree with your contention that the FDIC holds the right to
assert voting control over the Dunes Shares. We will continue to
conduct our business, including our ownership of the Dunes Stock
Shares, as we deem appropriate under the circumstances.
Please understand that the FDIC will be liable for any
damages should you wrongfully attempt to exercise the voting
rights to the Dunes Shares.
Very truly yours,
/s/ John B. Anderson
John B. Anderson, President
cc: Kummer Kaempfer Bonner & Renshaw
Attn: Michael Bonner
Dunes Hotels & Casinos, Inc.
c/o CT Corporation
1633 Brodway
New York, NY 10019
Dunes Hotels & Casinos, Inc.
4045 S. Spencer Street, Suite 206
Las Vegas, NV 89119
Dunes Hotels & Casinos, Inc.
c/o Corporation Trust Co. of Nevada
One East First Street
Reno, NV 89501
Page 64 of 80 Pages
EXHIBIT 99.14
Page 65 of 80 Pages
<PAGE>
A.J. HICKS, Nevada State Bar No. 001178
VALERIE COOKE, Nevada State Bar No. 00783
McDONALD, CARANO, WILSON, McCUNE,
BERGIN, FRANKOVICH & HICKS
241 Ridge Street, 4th Floor
P.O. Box 2670
Reno, Nevada 89505
Telephone: (702) 322-0635
HUGHES, HUBBARD & REED LLP
RITA M. HAEUSLER
DANIEL H. SLATE
MICHAEL P. BARBEE
350 South Grand Avenue, 36th Floor
Los Angeles, California 90071-3442
Telephone: (213) 613-2800
Telecopier: (213) 613-2950
Attorneys for Plaintiff
Federal Deposit Insurance Corporation, as Manager
of FSLIC Resolution Fund, as successor-in-interest
to Federal Savings and Loan Insurance Corporation
and as successor and assignee of EurekaBank, formerly
known as Eureka Federal Savings and Loan Association
<TABLE>
<CAPTION>
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEVADA
<S> <C>
FEDERAL DEPOSIT INSURANCE )
CORPORATION, a corporation ) Case No. CV-S-95-00679-PMP(LRL)
organized under the laws of the )
United States, acting in its )
corporate capacity and as )
successor and assignee of ) MOTION OF THE FEDERAL DEPOSIT
EUREKABANK, f.k.a., EUREKA ) INSURANCE CORPORATION FOR A
FEDERAL SAVINGS AND LOAN ) DECLARATION OF ITS RIGHTS
ASSOCIATION, ) RESPECTING THE EXERCISE OF
) VOTING RIGHTS OF CERTAIN
Plaintiff, ) STOCK; MEMORANDUM OF POINTS
) AND AUTHORITIES AND
vs. ) DECLARATION OF R. MICHAEL
) FLICK
JOHN B. ANDERSON and EDITH )
ANDERSON, individuals and )
husband and wife; CEDAR )
DEVELOPMENT CO., a Nevada )
corporation; J.A., INC., a )
Nevada corporation; and J.B.A. )
INVESTMENTS, INC., a Nevada )
corporation, )
)
Defendants. )
- --------------------------------)
Page 66 of 80 Pages
<PAGE>
The Federal Deposit Insurance Corporation (the "FDIC"), as
Manager of the FSLIC Resolution Fund, as successor-in-interest to
Federal Savings and Loan Insurance Corporation and as successor
and assignee of EurekaBank, formerly known as Eureka Federal
Savings and Loan Association ("Eureka"), hereby moves this Court
for an order, pursuant to the terms of the September 8, 1986
judgment (the "Judgment") against John B. Anderson and Edith
Anderson (collectively, the "Andersons"), the terms of the Debtor-
Creditor Agreement (the "DCA"), and the pledge agreements between
FDIC and J.B.A. Investments, Inc. ("JBA Investments"), Cedar
Development Co. ("Cedar Development"), the Andersons, and Baby
Grand Corp. ("Baby Grand") for a declaration that shareholder
meetings be held (in compliance with Nevada Gaming Laws) and that
the FDIC has the right to exercise the voting rights pertaining
to the following shares of stock held by the Andersons or the DCA-
defined "Anderson Parties" (collectively, the "Pledged Shares"):
1. The stock of Cedar Development;
2. The stock of Baby Grand;
3. The stock of JBA Investments;
4. The stock of J.A., Inc.; and
5. The stock of Dunes Hotels and Casinos, Inc. (the
"Dunes").
This motion is made on the grounds that the declaration of
the FDIC's rights to exercise the voting rights of the above-
referenced stock is necessary and proper because:
Page 67 of 80 Pages
<PAGE>
A. On September 8, 1986, the Judgment was entered against
the Andersons by the State District Court for Clark County,
Nevada in the principal amount of $33,685,798.02, plus interest
in the amount of $10,765.50 per day until paid;
B. After entry of the Judgment and as of November 30, 1989,
the Andersons and the Anderson Parties entered into the DCA
pursuant to which Eureka, the FDIC's predecessor in interest,
agreed to forego execution of the Judgment in exchange for the
promises of the Andersons and Anderson Parties, INTER ALIA, to
execute various pledge and security agreements and to pay at
least $500,000 per month through December 31, 1992, at which time
the balance would be due. The Andersons and Anderson Parties
executed the pledge and security agreements, but failed to make
the $500,000 payment due on August 31, 1990 and have made no
payments since July 30, 1990;
C. On November 30, 1989, the Andersons and certain Anderson
Parties delivered proxies for the Pledged Shares made in favor of
Eureka pursuant to Sections 2.02(d), 6.16 and 9.08 of the DCA.
On or about November 30, 1996, those proxies expired, pursuant to
their respective terms or the General Corporation Law of Nevada;
D. Eureka sent the Andersons notices of payment default on
January 25 and February 12, 1993, respectively. The FDIC (as
successor to Eureka) sent the Andersons notice of payment default
on May 11, 1995. The Andersons failed to cure the defaults;
E. The Andersons currently are indebted to the FDIC for an
amount in excess of $63 million;
Page 68 of 80 Pages
<PAGE>
F. Pursuant to paragraph 8.01(a) of the DCA, failure to make
a payment constitutes an event of a default;
G. On August 28, 1996, this Court entered judgment,
specifically finding that the Andersons had failed, and continue
to fail, to make payments of principal and interest on the
indebtedness evidenced by the Judgment, and granted the FDIC
judgment for specific performance of the DCA;
H. On March 18, 1997, the FDIC sent letters to the
Andersons, JBA Investments, Baby Grand, and Cedar Development
giving notice that all rights of those entities to exercise the
voting and other consensual rights pertaining to the Pledged
Collateral (as defined in the DCA), including the Pledged Shares,
have ceased and all such rights were vested in the FDIC;
I. On March 28, 1997, John Anderson wrote letters to the
FDIC disagreeing that the FDIC held the right to assert voting
control over the Pledged Shares. SEE Declaration of R. Michael
Flick, Par. 29; and
J. There have been no regularly held shareholder meetings
for JBA Investments, J.A., Inc., Cedar Development, Baby Grand or
the Dunes. For example, the last meeting of shareholders for the
Dunes was in December, 1984.
This motion is based on the pleadings and records on file
herein, the attached memorandum of points and authorities, the
attached Declaration of R. Michael Flick and the exhibits
thereto, and such other evidence, oral or documentary, as may be
Page 69 of 80 Pages
<PAGE>
introduced at the hearing upon this motion. A proposed order
is filed contemporaneous with the motion.
Dated: June 2, 1997
Respectfully submitted,
McDONALD, CARANO, WILSON, McCUNE,
BERGIN, FRANKOVICH & HICKS
and
HUGHES HUBBARD & REED LLP
By:
Rita M. Haeusler
Attorneys for the FDIC
Page 70 of 80 Pages
<PAGE>
MEMORANDUM OF POINTS AND AUTHORITIES
The FDIC respectfully submits the following memorandum of
points and authorities in support of the motion for a declaration
of the FDIC's right to exercise the voting rights of certain
stock.
STATEMENT OF FACTS
THE JUDGMENT
On September 8, 1986, the State District Court for Clark
County, Nevada entered the Judgment in the principal amount of
$33,685,798.02 in favor of Eureka and against the Andersons. The
Judgment has been accruing interest in excess of $10,757 per day
since September 8, 1986. Declaration of R. Michael Flick, dated
June 2, 1997 ("Flick Decl."), Par. 5.
On May 27, 1988, Eureka and the Federal Savings and Loan
Insurance Corporation ("FSLIC") entered into an Assistance
Agreement pursuant to which, among other things, Eureka undertook
to collect the Judgment for the benefit of FSLIC and granted
FSLIC the right to purchase Eureka's interest in the Judgment.
Flick Decl., Par. 6. On August 9, 1989, Congress enacted the
Financial Institutions Reform, Recovery and Enforcement Act
of 1989 ("FIRREA"), which abolished FSLIC and assigned FSLIC's
assets and rights to the FSLIC Resolution Fund, managed by FDIC,
including FSLIC's right to receive payments on and to purchase
the Judgment pursuant to the Assistance Agreement. Flick Decl.,
Par. 7.
DEBTOR-CREDITOR AGREEMENT AND PLEDGE AGREEMENTS
After entry of the Judgment and effective November 30, 1989,
in consideration for Eureka's forbearance from executing on the
Page 71 of 80 Pages
<PAGE>
Judgment, the Andersons and related entities, including JBA
Investments, J.A., Inc., Baby Grand and Cedar Development, signed
and delivered the DCA (Flick Decl., Par. 8) and related pledge and
security agreements (together with the Pledge Agreements, as
defined in the Flick Decl., Par. 10, the "Security Documents")
to Eureka. Flick Decl., Par. 8 and Exhibits 3 through 6.
Pursuant to the DCA and the Pledge Agreements, the Andersons
and the Anderson Parties granted Eureka and its successors and
assigns a lien on or security interest in the collateral,
including certain stock, described in the Pledge Agreements and
Eureka duly perfected its liens on and security interests in the
collateral. Flick Decl., Par. 10 - Par. 14.
DEBTOR-CREDITOR AGREEMENT
The DCA contained "further assurance" clauses which
provided, INTER ALIA, that:
* "Anderson further agrees to execute or cause
the execution of any and all stock powers or
other documents and/or instruments necessary
or desirable in Eureka's judgment to allow
Eureka to vote such interests and/or
stock...."[1] (Section 2.02(d).)
* "Anderson shall within ten (10) Business Days
of Eureka's request therefor execute and
deliver, and Cause each applicable Anderson
Party to execute and deliver, all further
instruments and documents, and take, and
Cause each Anderson Party to take, all
further action that may be necessary or that
Eureka may reasonably request in order to
more fully effect to the provisions of the
Settlement Documents. In furtherance thereof,
Anderson will use his best efforts to obtain
. . . any consents which Eureka shall deem
necessary or
______________________
[1] The interests referred to include the stock held by the
Andersons and the Anderson Parties in Baby Grand, Cedar
Development, J.A., Inc., and JBA Investments.
Page 72 of 80 Pages
<PAGE>
advisable for the disposition of any
Collateral or any other actions contemplated
herein."[2] (Section 6.16.)
* Each of the parties to the DCA "shall take
any actions necessary . . . which may be
required to effectuate the terms or intent of
the Settlement Documents." (Section 9.08.)
PLEDGE AGREEMENTS
The Andersons and related entities entered into the Pledge
Agreements which pledged shares of certain stock to Eureka.
Each of the Pledge Agreements substantially provide that:
* "Pledgor shall at any time . . . deliver to
Eureka . . . any and all additional
collateral as Eureka may, in its sole
discretion, require, together with such
documents, instruments and/or agreements as
Eureka may deem desirable." (Cedar
Development Pledge Agreement, Section 6(b);
Anderson Pledge Agreement, Section 6(b); JBA
Pledge Agreement, Section 6(b).)
* "FURTHER ASSURANCES. Pledgor shall . . .
execute and deliver all further instruments
and documents and take all further action
that may be necessary or that Eureka may
reasonably request in order to more fully
give effect to the provisions of the
Settlement Documents. In furtherance thereof,
Pledgor agrees . . . Pledgor will promptly
take all further action, that may be
necessary or desirable, or that Eureka may
reasonably request, in order to perfect and
protect any security interest granted or
purported to be granted hereby or to enable
Eureka to exercise and enforce its rights and
remedies hereunder with respect to any
Pledged Collateral." (Cedar Development
Pledge Agreement, Section 6(r); Anderson
______________________
[2] Settlement Documents includes the DCA, the Cedar Development
Pledge Agreement, the Anderson Pledge Agreement, the JBA Pledge
Agreement and the Baby Grand Pledge Agreement.
Page 73 of 80 Pages
<PAGE>
Pledge Agreement, Section 6(r); JBA Pledge
Agreement, Section 6(r).)[3]
* "VOTING RIGHTS; DIVIDENDS; ETC. Upon the
occurrence and during the continuance of an
Event of Default or an event which, with the
giving of notice or the lapse of time, or
both, would become an Event of Default, all
rights of Pledgor to exercise the voting and
other consensual rights which it would
otherwise be entitled to exercise pursuant to
SECTION 7(A) hereof and to receive the
dividends, distributions and interest
payments which it would otherwise be
authorized to receive pursuant to SECTION
7(A) hereof shall cease, and all such rights
shall thereupon become vested in Eureka who
shall thereupon have the sole right to
exercise such voting and other consensual
rights and to receive such dividends,
distributions and interest payments and apply
same to the General Debt as required by the
Debtor-Creditor Agreement." (Baby Grand
Pledge Agreement, Section 7(b); Cedar
Development Pledge Agreement, Section 7(b);
Anderson Pledge Agreement, Section 7(b); JBA
Pledge Agreement, Section 7(b).)
* "EUREKA APPOINTED ATTORNEY-IN-FACT. Pledgor
hereby irrevocably appoints Eureka Pledgor's
attorney-in-fact, which appointment is
coupled with an interest, with full authority
in the place and stead of Pledgor and in the
name of Pledgor or otherwise, from time to
time in Eureka's discretion to take any
action and to execute any instrument which
Eureka may deem necessary or advisable to
accomplish the purposes of this Pledge
Agreement, including, without limitation, to
receive, indorse and collect all instruments
made payable to Pledgor representing any
dividend, interest payment or other
distribution in respect of the Pledged
Collateral or any part thereof and to give
full discharge for the same." (Baby Grand
Pledge Agreement, Section 9; Cedar
_______________________
[3] The Baby Grand Pledge Agreement provides similarly that
"FURTHER ASSURANCES. Pledgor agrees that at any time and from
time to time, at the expense of Pledgor, Pledgor will promptly
execute and deliver all further instruments and documents, and
take all further action, that may be necessary or desirable, or
that Eureka may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted
hereby or to enable Eureka to exercise and enforce its rights and
remedies hereunder with respect to any Pledged Collateral."
(Section 6.)
Page 74 of 80 Pages
<PAGE>
Development Pledge Agreement, Section 21;
Anderson Pledge Agreement, Section 21; JBA
Pledge Agreement, Section 21.)
* "EUREKA MAY PERFORM. If Pledgor fails to
perform any agreement contained herein,
Eureka may itself perform, or cause
performance of, such agreement, and the
expenses of Eureka incurred in connection
therewith shall be payable by Pledgor under
SECTION 16 hereof." (Baby Grand Pledge
Agreement, Section 10; Cedar Development
Pledge Agreement, Section 22; Anderson Pledge
Agreement, Section 22; JBA Pledge Agreement,
Section 22.)
THE PROXIES
On November 30, 1989, Anderson, Cedar Development, JBA
Investments executed and delivered proxies for the Pledged Shares
made in favor of Eureka pursuant to Sections 2.02(d), 6.16 and
9.08 of the DCA. On or about November 30, 1996, those proxies
expired, pursuant to their respective terms or General
Corporation Law of Nevada Sec. 78.355 (4).[4]
ANDERSONS HELD TO BE IN DEFAULT
By August 31, 1990, the Andersons had breached their
obligations under the DCA.
On January 25, 1993, and again on February 12, 1993, Eureka
sent notices of default pursuant to DCA 8.01, 8.02(a) and
9.10, declaring the Andersons in default of their obligations
under the DCA and the Security Documents. Flick Decl., Par. 19.
Effective July 29, 1993, pursuant to the Assistance
Agreement and as permitted by the DCA 9.05, Eureka assigned to
the FDIC all its rights against the Andersons and the Anderson
_______________________
[4] Nevada Gen. Corp. L. 78.355 (4) provides in pertinent part
that the length of time for which a proxy can continue in force
"may not exceed 7 years from the date of its creation."
Page 75 of 80 Pages
<PAGE>
Parties, including, but not limited to, the rights represented by
the Judgment, the California Sister-State Judgment, the DCA, the
indebtedness evidenced by the Judgment, Eureka's liens on and
security interests in the collateral described in the Security
Documents, and the Security Documents themselves. Flick Decl.,
Par. 22.
On May 11, 1995, the FDIC sent a notice of default pursuant
to DCA 8.01, 8.02(a) and 9.10, declaring the Andersons in
default of their obligations under the DCA and Security
Documents. Flick Decl., Par. 20. To date, the noticed events of
default remain uncured and the amount of the indebtedness due and
payable as of June 1, 1995 is $63,752,003.66. Flick Decl., Par.
21.
On August 28, 1996, this Court entered judgment,
specifically finding that the Andersons had failed, and continue
to fail, to make payments of principal and interest on the
indebtedness, and granted the FDIC judgment for specific
performance of the DCA.
ANDERSONS' DENIAL OF THE FDIC'S VOTING RIGHTS
On March 18, 1997, the FDIC sent letters to Anderson, JBA
Investments, Baby Grand, and Cedar Development giving notice that
all rights of those entities to exercise the voting and other
consensual rights pertaining to the Pledged Collateral, including
the Pledged Shares, has ceased and all such rights were thereby
vested in the FDIC. Flick Decl., Par. 28, and Exhibit 10. One
concern of the FDIC is that as to the Pledged Shares, there have
been no opportunities to exercise any voting rights, since
apparently, meetings of shareholders have not occurred with any
regularity.
Page 76 of 80 Pages
<PAGE>
Indeed, it has been noted that at least as to the Dunes, a
publicly traded company, the last stockholders' meeting was in
1984. Flick Decl. Par. 26.
On March 28, 1997, Anderson wrote letters to the FDIC
disagreeing that the FDIC held the right to assert voting control
over the Pledged Shares. Flick Decl., Par. 29, and Exhibit 11.
In light of the Andersons' denial of the FDIC's right to
exercise the voting rights of the Pledged Shares, and the failure
to honor the obligation to hold regular meetings of shareholders,
the FDIC now seeks an order declaring that it has the right to
exercise the voting rights of the Pledged Shares, and requiring
that shareholder meetings be held with respect to each company
whose stock is among the Pledged Shares.
LEGAL ARGUMENT
THE FDIC HAS THE RIGHT TO EXERCISE VOTING RIGHTS
TO THE PLEDGE SHARES
Pursuant to the DCA, the indebtedness of the Andersons under
the Judgment is not merged into the DCA, and the obligations
remain legally separate and distinct.[5] (Flick Decl., Par. 8,
Exhibit 2, DCA Sec. 9.12(j)). In the DCA, the Andersons agreed
that Eureka's forbearance from exercising its rights under the
Judgment did not constitute a waiver of such rights. (Flick
Decl., Par. 7, Exhibit 2, DCA Sec. 9.14). Eureka agreed to
forbear from exercising its rights under the Judgment (and the
California Sister-State Judgment) only so long as there was no
uncured Event
____________________
[5] This also holds true for the California Sister-State Judgment.
Page 77 of 80 Pages
<PAGE>
of Default (as defined in the DCA). (Flick Decl., Par. 16, Exhibit
2, DCA Secs. 8.02(b)(ii) and 9.12(h)).
On August 28, 1996, the Court found that there was an
uncured event of default and that "[t]he rights, claims,
ownership, liens, titles and demands of Anderson and the Anderson
Parties . . . (other than creditors senior in priority to the
FDIC) are subject to the execution of the DCA and the Security
Documents are subject, subsequent and subordinate to FDIC's
rights to the collateral described in the Security Documents."
Thus, the FDIC, as the successor-in-interest to Eureka, has the
right to exercise its rights under the DCA and Pledge Agreements
and under the Judgment.
A. THE DCA AND THE PLEDGE AGREEMENTS
The Andersons and the Anderson Parties entered into
agreements with Eureka, whereby in the event of default, Eureka
had the right to exercise certain rights, including the voting
rights to the shares identified in the Pledge Agreements. The DCA
and each of the Pledge Agreements have "further assurance"
clauses which provide Eureka with the right to take "ALL FURTHER
ACTION THAT MAY BE NECESSARY OR THAT EUREKA MAY REASONABLY
REQUEST." (Flick Decl. Par. 9 and Exhibits 3-6 (emphasis added).)
In addition, each of the Pledge Agreements contains "Attorney-in-
Fact" clauses which similarly provide Eureka with the "FULL
AUTHORITY in the place and stead of [the Andersons and the
Anderson Parties] . . . TO TAKE ANY ACTION . . . WHICH EUREKA MAY
DEEM NECESSARY OR ADVISABLE to accomplish the purpose of [the]
Page 78 of 80 Pages
<PAGE>
Pledge Agreement[s]." (Flick Decl. Par. 12 and Exhibits 3-6
(emphasis added).)
Moreover, each of the Pledge Agreements contains provisions
that grant to Eureka, upon an event of default, the "SOLE RIGHT
TO EXERCISE SUCH VOTING AND OTHER CONSENSUA1 RIGHTS" with respect
to Pledged Shares. (Flick Decl. Par. 12 and Exhibits 3-6 (emphasis
added).) The Court in its August 28, 1996 judgment granted
specific performance of the DCA and Pledge Agreements.
Thus, as Eureka's successor-in-interest, the FDIC has the
right to exercise the voting rights of the Pledged Shares. In
fact, at the time of execution of the DCA and the Pledge
Agreements, the Andersons and the Anderson Parties had delivered
proxies on the Pledged Shares made in favor of Eureka; however,
those proxies have expired. Following the expiration of the
proxies, the FDIC gave notice that the Andersons and the Anderson
Parties voting rights in the Pledged Shares had ceased and that
those rights were vested in the FDIC. The Andersons and the
Anderson Parties responded by denying that the FDIC had acquired
the voting rights in the Pledged Shares, and such denial is a
direct violation of the DCA and Pledge Agreements. As a result,
the FDIC requests this Court for a declaration of its rights
under the DCA and the Pledge Agreements and that it, not the
Andersons and the Anderson Parties, is vested with the voting
rights of the Pledged Shares.
Page 79 of 80 Pages
<PAGE>
B. THE JUDGMENT
Pursuant to paragraph 6 of the Court's judgment entered
August 26, 1995, this Court has the authority "to execute on or
otherwise enforce" the Judgment.
As a judgment creditor, the FDIC is entitled to garnish the
Pledged Shares, which includes the right to exercise the voting
rights of those shares. 1995 Nev. Stat. 104.9311 ("The debtor's
rights in collateral may be voluntarily or involuntarily
transferred (by way of sale, creation of a security interest,
attachment, levy, garnishment, or other judicial process....");
SEE, E.G, UNION BANK V. FDIC, 899 P.2d 564 (Nev. 1995).
CONCLUSION
For each of these reasons, the FDIC prays for an order that
the FDIC has the right to exercise voting rights to the Pledged
Shares, and requiring that shareholder meetings be held with
respect to Baby Grand, JBA Investments, J.A., Inc., Cedar
Development, and the Dunes, which meetings shall be in compliance
in every material respect with Nevada Gaming Laws.
Dated: June 2, 1997
Respectfully submitted,
MCDONALD, CARANO, WILSON, McCUNE,
BERGIN, FRANKOVICH & HICKS
and
HUGHES HUBBARD & REED LLP
RITA M. HAEUSLER
DANIEL H. SLATE
By:
Rita M. Haeusler
Attorneys for the FDIC
Page 80 of 80 Pages
</TABLE>
