UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
DUNES HOTELS & CASINOS INC.
(Name of Issuer)
COMMON STOCK, $0.50 PAR VALUE
(Title of Class of Securities)
265440107
(CUSIP Number)
THOMAS STEELE
GENERAL FINANCIAL SERVICES, INC.
8441 E. 32nd Street N.
Wichita, KS 67226
(316) 636-1070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 22, 1999
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
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SCHEDULE 13D
CUSIP NO. 265440107
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
GFS ACQUISITION COMPANY, INC.
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds WC
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization KANSAS
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED 3,187,500
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,187,500
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,187,500
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
50.0%
(See Item 5)
14. Type of Reporting Person CO
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SCHEDULE 13D
CUSIP NO. 265440107
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
GENERAL FINANCIAL SERVICES, INC.
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds BK, WC
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization KANSAS
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED 3,187,500
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,187,500
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
3,187,500
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
50.0%
(See Item 5)
14. Type of Reporting Person CO
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SCHEDULE 13D
CUSIP NO. 265440107
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
STEVE K. MILLER
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
UNITED STATES
7. Sole Voting Power
NUMBER OF SHARES -0-
8. Shared Voting Power
BENEFICIALLY OWNED 3,187,500
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,187,500
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,187,500
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
50.0%
(See Item 5)
14. Type of Reporting Person IN
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This Amendment No. 1 to Schedule 13D supplements the information contained
in the Schedule 13D dated June 4, 1999 (the "Schedule 13D") filed by GFS
Acquisition Company, Inc., a Kansas corporation ("GFS Acquisition"), General
Financial Services, Inc., a Kansas corporation and sole shareholder of GFS
Acquisition ("GFS"), and Mr. Steve K. Miller who owns 100% of GFS and is the
sole officer and director of each of GFS and GFS Acquisition.
ITEM 1. SECURITY AND ISSUER.
No Change.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information in the Schedule 13D is supplemented with the following
information.
On various dates from June 10, 1999 to July 22, 1999, GFS Acquisition
acquired an additional 87,500 shares of Common Stock ("Additional Shares") for
$77,244.84. GFS Acquisition paid for the Additional Shares from its working
capital funds. The purchase date, number of shares of Common Stock acquired and
the purchase price per share of each acquisition of Additional Shares is
described in the table set forth below:
Purchase Date No. of Shares Price/Share
June 10, 1999 2,500 $0.8416
June 10, 1999 2,500 0.9187
June 10, 1999 2,500 0.9187
June 14, 1999 5,000 0.8723
June 14, 1999 10,000 0.8925
July 14, 1999 30,000 0.7771
July 22, 1999 35,000 0.9556
ITEM 4. PURPOSE OF TRANSACTION.
The Information in the Schedule 13D is supplemented with the following
additional information.
As previously reported, on June 3, 1999, GFS purchased from the Federal
Depository Insurance Corporation, as Manager of the FSLIC Resolution Fund, as
successor-in-interest to the Federal Savings and Loan Insurance Corporation and
as successor and assignee of EurekaBank, formerly know as Eureka Federal Savings
and Loan Association (the "FDIC"), for $1,126,496.55
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<PAGE>
any and all rights and interests of the FDIC under an order issued on September
8, 1986 (the "Judgment") in the matter of Eureka Federal Savings and Loan
Association v. John B. Anderson, Edith Anderson, Maxim, Inc., Dunes Hotels and
Casinos Inc. and Baby Grand Corp., in the District Court, Clark County, Nevada,
Case No. A245662, instituted in 1985. Pursuant to the terms of the Judgment, Mr.
Anderson pledged 3,000,000 shares of Common Stock of the Dunes Hotels and
Casinos, Inc. (the "Issuer") to secure the Judgment (the "Judgment Shares"). On
June 3, 1999, GFS contributed its interest in the Judgment to GFS Acquisition.
Mr. Anderson is in default under the Judgment and GFS Acquisition intends to
exercise its rights under the Judgment and related security agreements to
acquire direct ownership of the Judgment Shares. The Judgment Shares represent
approximately 47.1% of the outstanding shares of Common Stock.
On July 6, 1999, the Issuer filed a complaint in interpleader in the
Superior Court of the State of California for the County of Yolo entitled Dunes
Hotels and Casinos, Inc. vs. J.B.A. Investments, Inc., a Nevada Corporation,
General Financial Services, Inc., a Kansas Corporation, GFS Acquisition Company,
a Kansas Corporation, John B. Anderson, an Individual, Edith Anderson, an
Individual, Cedar Development Company, a Nevada Corporation, Federal Deposit
Insurance Corporation, a Federally Chartered Corporation, and Does 1-25, under
case number CVCV99-993 (the "State Action"). At the time of filing the State
Action, the Issuer deposited the Judgment Shares with the Court. The Issuer has
reported that it filed the State Action to resolve conflicting claims concerning
who has the power to transfer and otherwise dispose of the Judgment Shares and
by whom voting and other rights connected with the Judgment Shares may be
exercised.
On July 9, 1999, GFS and GFS Acquisition filed a complaint against the
Issuer in the United States District Court Northern District of New York (the
"Federal Action") under case number 99-CV-1072 LEK/DRH. GFS and GFS Acquisition
are seeking, among other things, a permanent injunction requiring the Issuer to
give possession of the Judgment Shares to GFS and requiring the calling of a
special meeting of the shareholders of the Issuer. GFS and GFS Acquisition are
also seeking a preliminary injunction granting them similar relief pending the
outcome of the action and granting expedited discovery.
At this time, the reporting persons are unable to predict the outcome of
the State Action or the Federal Action.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of July 22, 1999, GFS Acquisition beneficially owned 3,187,500
shares of Common Stock, which it believes to be slightly less than 50.0% of the
outstanding shares of Common Stock of the Issuer. See also Items 3 and 4.
As the sole shareholder of GFS Acquisition, GFS beneficially owns the
3,187,500 shares of Common Stock beneficially owned by GFS Acquisition on July
22, 1999. As described above, GFS believes these shares to be slightly less than
50.0% of the outstanding shares of Common Stock of the Issuer. See also Items 3
and 4.
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As the President, sole director and sole shareholder of GFS and President
and sole director of GFS Acquisition, Mr. Miller beneficially owns the 3,187,500
shares of Common Stock beneficially owned by GFS Acquisition on July 22, 1999.
As described above, Mr. Miller believes these shares to be slightly less than
50.0% of the outstanding shares of Common Stock of the Issuer. See also Items 3
and 4.
(b) No change.
(c) See Item 3. Other than the transactions listed in Item 3, no other
transactions in the Common Stock of the Issuer were effected by GFS Acquisition,
GFS or Mr. Miller during the past sixty days.
(d) No change.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
*Exhibit 1. Statement of Joint Filing.
*Exhibit 2. Promissory Note dated December 28, 1998 made
by GFS in favor of Citizens Bank and Trust Company.
- -----
* Previously filed as an Exhibit to the Schedule 13D dated June 4, 1999 filed by
the reporting persons.
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SIGNATURES
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.
GFS ACQUISITION COMPANY, INC.
August 2, 1999 By: /s/ Steve K. Miller
___________________________________
Steve K. Miller, President
GENERAL FINACIAL SERVICES, INC.
August 2, 1999 By: /s/ Steve K. Miller
___________________________________
Steve K. Miller, President
August 2, 1999
/s/ Steve K. Miller
___________________________________
Steve K. Miller
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