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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: August 18, 1995
(Date of earliest event reported)
ALLIANCE GAMING CORPORATION
a Nevada corporation
(Exact name of registrant as specified in its charter)
Nevada 0-4281 88-0104066
(State or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification
incorporation of No.)
organization)
4380 Boulder Highway
Las Vegas, Nevada 89121
(Address of principal executive offices, including zip code)
(702) 435-4200
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
As previously reported in its Schedule 14D-1 and
Amendment No. 2 to Schedule 13D, dated July 28, 1995, on July 28,
1995 Alliance Gaming Corporation (the "Company") commenced a tender
offer to acquire up to 4.4 million shares of common stock, par
value $.01 per share, of Bally Gaming International, Inc. ("BGII").
In connection therewith, on July 25, 1995, the Company had
commenced litigation in the Delaware Chancery Court for New
Castle County against BGII, WMS Industries, Inc. ("WMS") and the
board of directors of BGII seeking, among other things, expedited
discovery regarding the proposed sale of BGII's German subsidiary,
to obtain a due diligence review of BGII and to require BGII to
set a date for and hold its annual meeting of stockholders.
On August 6, 1995, as reported in the Company's press
release attached hereto as Exhibit 5.1 under Item 7 and
incorporated herein by reference, the court denied the Company's
request for expedited discovery relating to BGII's proposed sale of
its German subsidiary on the grounds that BGII had represented to
the court that such sale would be presented to BGII's stockholders
in connection with the required vote on the proposed merger with
WMS. On August 8, 1995, as reported in the Company's press release
attached hereto as Exhibit 5.2 under Item 7 and incorporated herein
by reference, the Company commenced a consent solicitation to elect
a majority of independent directors to BGII's board of directors,
in order to evaluate offers providing the greatest value to BGII's
stockholders.
On August 11, 1995, as reported in the Company's press
release attached hereto as Exhibit 5.3 under Item 7 and
incorporated herein by reference, the Delaware court issued two
additional rulings: (1) it denied BGII's application to postpone a
hearing to set the record date for BGII's next annual meeting of
stockholders (then set for August 14, 1995) and (2) it denied the
Company's application to compel BGII to grant the Company a due
diligence review, because the Company was not irreparably harmed
and had the opportunity to make the case for a due diligence review
in connection with the consent solicitation to BGII stockholders.
On August 14, 1995, BGII and WMS entered into an
agreement with the Company with the intention to explore the
resolution of certain disputes related to the pending
Delaware litigation. The terms of the agreement are set forth in
the letter agreement and press release, attached hereto as Exhibits
5.4 and 5.5, respectively, under Item 7 and incorporated herein by
reference.
As described in such letter agreement, the parties
agreed until September 1, 1995 to refrain from commencing
litigation, and all current activities in the pending Delaware
litigation instituted by the Company will be held in abeyance until
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that date. The agreement also provides that the Company has
concurred to extend the expiration of its currently pending tender
offer for shares of BGII until September 12, 1995 and to refrain
from soliciting proxies, consents or the tendering of BGII shares
until September 1, 1995. BGII and WMS agreed that until September
1, 1995 they will not engage in solicitation activities against the
consents or tenders that the Company is seeking.
The agreement further states that BGII will reschedule
its stockholders' meeting for consideration of the proposed merger
with WMS and for the election of directors from October 11, 1995
(the date for which it had been scheduled) to October 30, 1995.
Pursuant to such letter agreement, BGII and WMS are free
to continue to proceed with the transactions contemplated by the
definitive merger agreement they executed, and the Company
is free to proceed with its attempt to seek to combine with BGII.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
1. Exhibit 5.1. Press release dated August 7, 1995.
2. Exhibit 5.2. Press release dated August 8, 1995.
3. Exhibit 5.3. Press release dated August 11, 1995.
4. Exhibit 5.4. Letter agreement among the Company, BGII and
WMS, dated August 14, 1995.
5. Exhibit 5.5. Press release dated August 14, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
ALLIANCE GAMING CORPORATION
Date: August 18, 1995 By: /s/ Steve Greathouse
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Name: Steve Greathouse
Title: Chairman/President/
Chief Executive Officer
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INDEX TO EXHIBITS
1. Exhibit 5.1. Press release dated August 7, 1995.
2. Exhibit 5.2. Press release dated August 8, 1995.
3. Exhibit 5.3. Press release dated August 11, 1995.
4. Exhibit 5.4. Letter agreement among the Company, BGII and
WMS, dated August 14, 1995.
5. Exhibit 5.5. Press release dated August 14, 1995.
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Exhibit 5.1
FOR IMMEDIATE RELEASE
ALLIANCE GAMING RELEASES STATEMENT ON DELAWARE LITIGATION
LAS VEGAS, NEVADA, AUGUST 7, 1995 -- Alliance Gaming Corporation
(NASDAQ:ALLY) today issued a statement correcting the misleading
impression presented in a Bally Gaming International press release
issued on Friday concerning a ruling by the Delaware Chancery
Court.
Alliance said that while Vice Chancellor Jack B. Jacobs did deny
Alliance's request for expedited discovery concerning Bally
Gaming's proposed sale of its German operations, he did so because
Bally Gaming's counsel represented that such proposed sale would be
included in a shareholder vote on the overall WMS merger, if and
when such vote occurs.
Alliance emphasized that the Vice Chancellor did not make any
ruling concerning Alliance's request for expedited discovery
related to "due diligence" information.
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Exhibit 5.2
FOR IMMEDIATE RELEASE
ALLIANCE GAMING TO MAKE PRELIMINARY FILING FOR CONSENT
SOLICITATION TO ELECT MAJORITY OF BALLY GAMING BOARD
LAS VEGAS, NEVADA, AUGUST 8, 1995 -- Alliance Gaming
Corporation (NASDAQ:ALLY) said that it is making a preliminary
filing today with the Securities and Exchange Commission for a
consent solicitation to elect a majority of independent directors
to the Board of Directors of Bally Gaming International, Inc.
Alliance said that the independent directors would be
committed to the following:
1) They would permit Alliance and its banks to conduct due
diligence.
2) If following due diligence, the independent directors are
satisfied with Alliance's financing, they will accept
Alliance's offer.
3) Otherwise, the independent directors will resign, leaving
the Board under the control of three of Bally Gaming's
current directors and leaving the WMS agreement intact.
4) The independent directors would evaluate any other offer or
revised offer providing greater value to Bally Gaming
stockholders.
In the event that the independent nominees are elected and
seated, Alliance thereafter will not reduce its $12.50 offer
price or the percentage of cash it is offering in the proposed
transaction.
A spokesperson for Alliance stated, "It is unfortunate that
Alliance has to go to the lengths of a consent solicitation just to
get the due diligence we are entitled to. There is no cost to
Bally Gaming stockholders in electing the independent nominees or
granting us due diligence. We have received an opinion from our
counsel, Milbank, Tweed, Hadley & McCloy, stating that Bally
Gaming's agreement with WMS allows Bally Gaming to furnish
Alliance due diligence without affecting the WMS transaction. In
otherwords, if Bally Gaming furnishes Alliance with due
diligence, WMS would remain fully obligated to go forward with
its deal."
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Alliance said that it would be announcing its slate of
independent nominees to the Bally Gaming Board promptly, and that
no Alliance officers or directors would be on the slate.
Alliance said that it would commence the solicitation within
the next few weeks, and that Bally Gaming shareholders should
take no action at this time. Georgeson & Company will be acting
as solicitor.
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Exhibit 5.3
FOR IMMEDIATE RELEASE
ALLIANCE GAMING ISSUES STATEMENT
LAS VEGAS, NEVADA, August 11, 1995 -- Alliance Gaming Corporation
(NASDAQ: ALLY) today reported that Vice Chancellor Jack B. Jacobs
of the Delaware Chancery Court issued two rulings today.
In the first ruling, the Court denied Bally Gaming's application to
postpone a Court hearing to set the date of Bally Gaming's annual
meeting. That hearing is set for Monday, August 14th.
In the second ruling, the Court, in part in light of Alliance
Gaming's commencement of its consent solicitation to replace a
majority of Bally Gaming's directors, denied the Company's
application for the Court to compel Bally Gaming to grant Alliance
due diligence.
Chancellor Jacobs made his ruling on the grounds that Alliance is
not "irreparably damaged" by Bally Gaming's refusal to do so
because Alliance has the power to take its case directly to Bally
Gaming's shareholders through its previously announced consent
solicitation and by opposing the proposed WMS merger when it is
presented for shareholder approval.
Alliance Gaming said the Court's opinion acknowledged that Alliance
Gaming's consent solicitation to replace a majority of Bally Gaming
directors is an appropriate means for gaining access to due
diligence. Alliance intends to aggressively pursue that course of
action.
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Exhibit 5.4
August 14, 1995
Jeffrey Siegel, Esquire
Shack & Siegel, P.C.
530 Fifth Avenue
New York, NY 10036
Martin Nussbaum, Esquire
Shareff Friedman Hoffman & Goodman, LLP
919 Third Avenue
New York, NY 10022-9989
Re: Alliance Gaming Corporation v. Bally Gaming
International, Inc., et al., c.a. No. 14440
Gentlemen:
Our client, Alliance Gaming Corporation ("Alliance"), and
your clients, WMS Industries Inc. ("WMS") and Bally Gaming
International Inc. ("BGII"), wish to explore the resolution of
certain outstanding disputes. To facilitate this process,
Alliance, WMS and BGII agree that:
1. BGII and WMS, and anyone affiliated with either
of them acting on behalf of either of them with authorization, will
defer institution or threatening any legal action against Alliance,
its directors, officers, affiliates, direct or indirect
stockholders, bankers and agents, until September 1, 1995.
Alliance, and anyone affiliated with Alliance or acting on its
behalf with authorization, will defer instituting or threatening
any legal action against BGII or WMS, their respective directors,
officers, affiliates, direct or indirect stockholders, banker and
agents, until September 1, 1995. If no settlement of the disputes
has been reached by that date, BGII and WMS will be free to
proceed; and Alliance will not raise any objections or defenses as
a result of such delay.
2. Until September 1, 1995, Alliance will not,
directly or indirectly, pursue implementation of its Consent
Solicitation and will not, directly or indirectly, solicit
stockholder support therefor, and BGII and WMS will not, directly
or indirectly, solicit stockholder rejection thereof. Until
September 1, 1995, Alliance will not pursue, directly or
indirectly, any solicitation of proxies for any BGII annual or
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Jeffrey Siegel, Esquire
Martin Nussbaum, Esquire
August 14, 1995
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special meeting of stockholders unless, prior to September 1, 1995,
BGII and WMS shall commence solicitation of proxies therefor, in
which case Alliance shall be free to solicit proxies in opposition.
The expiration date of Alliance's tender offer will be extended for
19 days, until September 12, 1995. Until September 1, 1995,
Alliance will not, directly or indirectly, solicit tenders and BGII
and WMS will not, directly or indirectly, solicit rejection of the
tender offer.
3. The BGII stockholders meeting to elect directors,
to consider the proposed merger with WMS and to act upon other
matters, currently scheduled for October 11, 1995, will be
rescheduled to October 30, 1995, without prejudice to the rights of
Alliance or any other stockholder of BGII, after September 1, 1995,
to seek an order providing that October 30, 1995 shall be the
Court-ordered annual meeting date pursuant to S. Del. CS. Section
211.
4. Until September 1, 1995, neither BGII, WMS nor
Alliance shall take any action in the litigation currently pending
between them; and the deadlines for moving, answering, responding
to discovery requests or pending motions, and each such existing
deadline, shall be extended for a period of 19 days.
5. Except as expressly provided in paragraph 2,
nothing shall be deemed to prohibit BGII or WMS from proceeding
with their contemplated transactions, and nothing shall be deemed
to prohibit Alliance from proceeding with its proposed transaction.
6. Until September 1, 1995, except by mutual
agreement of the parties, neither BGII, WMS nor Alliance will make
any comment or provide any information to the press concerning the
aforementioned disputes, the subject matter of the pending
litigation, the subject matter of any litigation which BGII or WMS
may seek to initiate against Alliance, the BGII annual meeting, the
WMS merger, the Consent Solicitation, the Alliance tender offer for
BGII, or the solicitation of proxies by BGII, Alliance or WMS,
except as required by law or by opinion of counsel.
Notwithstanding the foregoing, all parties agree that this letter
will be made public and that all public filings may be amended as
required to reflect its content.
The numbered paragraphs shall be binding upon Alliance,
WMS and BGII upon your execution of this letter on behalf of your
clients and by Michael L. Hirschfeld of Milbank, Tweed, Hadley &
McCloy on behalf of Alliance. Promptly upon the execution of this
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Jeffrey Siegel, Esquire
Martin Nussbaum, Esquire
August 14, 1995
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letter, our respective clients shall issue identical press releases
disclosing its existence and terms.
Very truly yours,
/s/
ks Alan J. Stone
cc: Michael D. Goldman, Esq.
Norman M. Monhait, Esq.
Lawrence C. Ashby, Esq.
AGREED TO:
By:/s/____________________________
Jeffrey Siegel
SHACK & SIEGEL, P.C.
530 Fifth Avenue
New York, NY 10036
Attorneys for WMS Industries Inc.
By:/s/____________________________
Martin Nussbaum
SHEREFF FRIEDMAN HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, NY 10022-9989
Attorneys for Bally Gaming International, Inc.
By:/s/____________________________
Michael L. Hirschfeld
MILBANK, TWEED, HADLEY & McCLOY
1 Chase Manhattan Plaza
New York, NY 10005-1413
Attorneys for Alliance Gaming Corporation
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Exhibit 5.5
FOR IMMEDIATE RELEASE
The following statement was issued by Bally Gaming International
Inc. (NASDAQ:BGII), WMS Industries, Inc. (NYSE: WMS), and Alliance
Gaming Corporation (NASDAQ: ALLY).
WILMINGTON, DELAWARE, August 14, 1995 - In order to explore
the resolution of certain disputes between them, ( ) Bally Gaming
International, Inc. and WMS Industries, Inc. today entered into an
agreement with Alliance Gaming Corporation. The agreement provides
that BGII will schedule its shareholder meeting for the
consideration of the proposed merger with WMS and for the election
of directors on October 30, 1995.
The agreement also provides that until September 1, 1995 the
parties will refrain from commencing litigation, and all current
activities in the pending litigation instituted by Alliance will be
held in abeyance until that date.
Alliance has agreed to extend the expiration of its currently
pending tender offer for shares of BGII until September 12, 1995
and to refrain from soliciting proxies, consents or the tendering
of BGII shares until September 1, 1995. BGII and WMS agreed that
until September 1, 1995 they will not engage in solicitation
activities against the consents or tenders that Alliance is
seeking.
BGII and WMS are free to continue to proceed with the
transactions contemplated by the definitive merger agreement they
executed. Alliance is free to proceed with its attempt to seek to
combine with BGII.
The full text of the agreement is attached.
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