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PROSPECTUS SUPPLEMENT NO. 6 Filed Pursuant to Rules
(To Prospectus dated 424(b)(3) and 424(c)
December 16, 1994) Registration Statement
No. 33-72990
$85,000,000
8,500,000 Shares
ALLIANCE GAMING CORPORATION
(formerly United Gaming, Inc.)
7 1/2% Convertible Subordinated Debentures due 2003
(Interest payable March 15, and September 15)
Common Stock, par value $.10 per share
_________________________
The following information supplements, and must be
read in conjunction with, the information contained in the
Prospectus, dated December 16, 1994 (the "Prospectus"), of
Alliance Gaming Corporation (formerly United Gaming, Inc.), a
Nevada corporation (the "Company"), as previously supplemented
by Supplement No. 1, dated January 4, 1995, Supplement No. 2,
dated January 26, 1995, Supplement No. 3, dated May 12, 1995
Supplement No. 4 dated July 20, 1995 and Supplement No. 5 dated
August 3, 1995 (collectively, the "Prior Supplements"). This
Supplement No. 6 with a copy of the Prospectus, the Prior
Supplements and the related incorporated documents identified
herein and therein. All capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the
Prospectus.
The Prospectus is amended by adding the following text
after the end of the existing text: under "Recent Developments
- -- Bally Gaming International, Inc."
The Company commenced a tender offer to acquire up to
4.4 million shares of common stock, par value $.01 per share, of
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, 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.
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On August 8, 1995, 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, 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
Company's report on Form 8-K filed on August 18, 1995. 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 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.
The Company intends to continue monitoring the events
described above and to take appropriate actions in response
thereto.
The date of this Supplement is August 22, 1995.
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