UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
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)
March 30, 2000
(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 3,853,422
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,853,422
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,853,422
(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)
75.6%
(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 3,853,422
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,853,422
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,853,422
(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) 75.6%
(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 3,853,422
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
-0-
PERSON WITH 10. Shared Dispositive Power
3,853,422
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,853,422
(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)
75.6%
See Item 5)
14. Type of Reporting Person IN
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This Amendment No. 5 to Schedule 13D supplements the information
contained in the Schedule 13D dated June 4, 1999, as amended by Amendment No. 1
dated July 22, 1999, Amendment No. 2 dated August 27, 1999, Amendment No. 3
dated September 15, 1999 and Amendment No. 4 dated January 13, 2000
(collectively, 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.
No change.
ITEM 4. PURPOSE OF TRANSACTION.
The information in the Schedule 13D is supplemented with the following
information.
The reporting persons previously inadvertently reported that the United
States District Court District of Nevada under case number CVS-S-99-1470-PMP
(RJJ) had granted GFS Acquisition the right to vote the 3,000,000 Judgment
Shares (as defined in the Schedule 13D) at the annual meeting of shareholders to
be held on April 14, 2000. The court order in fact granted GFS and not GFS
Acquisition the right to vote the 3,000,000 Judgment Shares at the upcoming
annual meeting.
Since GFS and GFS Acquisition will be entitled to vote a majority of
the shares eligible to vote at the shareholders meeting, the reporting persons
believe that the election of their nominees is assured. The reporting persons do
not intend to solicit proxies generally in connection with the annual meeting.
However, the reporting persons may solicit proxies from up to ten people in
accordance with Rule 14a-2(b)(2) promulgated under the Securities Exchange Act
of 1934, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As reported in the Issuer's Form 10-KSB for the fiscal year ended
December 31, 1999, on March 3, 2000, the Issuer foreclosed on 1,280,756 shares
that were pledged as collateral in favor of a subsidiary of the Issuer and
placed them in treasury. As a result of placing these shares in treasury, the
percentage of the outstanding shares of Common Stock of
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the Issuer beneficially owned by the reporting persons increased to 75.6%.
(b) No change.
(c) See Item 3. Other than the transactions listed in Item 3 (including
transactions previously reported), 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.
**Exhibit 3. Business Loan Agreement dated November 15, 1999
between GFS and Commerce Bank, N.A.
- -----
* Previously filed as an Exhibit to the Schedule 13D dated June 4, 1999
filed by the reporting persons.
** Previously filed as an Exhibit to Amendment No. 4 to the Schedule 13D
dated January 13, 2000 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.
March 30, 2000 By: /s/ Steve K. Miller
-----------------------------------------
Steve K. Miller, President
GENERAL FINACIAL SERVICES, INC.
March 30, 2000 By: /s/ Steve K. Miller
-----------------------------------------
Steve K. Miller, President
March 30, 2000 By: /s/ Steve K. Miller
-----------------------------------------
Steve K. Miller, President
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