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PROSPECTUS SUPPLEMENT NO. 4 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
and Supplement No. 3, dated May , 1995 (collectively, the "Prior
Supplements"). This Supplement No. 4 must be delivered along
with a copy of the Prospectus, the Prior Supplements and the
related incorporated documents identified therein. All
capitalized terms not otherwise defined herein shall have the
meanings given to them in the Prospectus.
The following material is inserted after the existing text
under "Litigation" and prior to the existing text captioned
"Recent Developments--Kirkland Transactions" on page 32 of the
Prospectus.
Recent Developments--Bally Gaming International, Inc.
As of the close of business on June 20, 1995, the Company
was the beneficial owner of 1,000,000 shares of common stock of
Bally Gaming International, Inc., a Delaware corporation
("BGII"), which constitutes 9.3% of the outstanding shares of
Common Stock of BGII (based on 10,749,501 shares of Common Stock
outstanding as of May 12, 1995, as reported by BGII in its
Quarterly Report on Form 10-Q for the quarter ended March 31,
1995). Accordingly, on June 30, 1995, the Company filed with the
Securities and Exchange Commission a report on Schedule 13D (the
"Schedule 13D") describing such position.
As further described in such Schedule 13D, on June 19, 1995,
Steve Greathouse, Chairman, President and Chief Executive Officer
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of the Company, sent a letter to the Board of Directors of BGII,
proposing that a wholly-owned direct or indirect subsidiary of
the Company acquire all of the outstanding shares of BGII Common
Stock at a price of $12.50 per share of Common Stock. Under this
proposal, approximately 60% of the shares (other than the 4.7%
then owned by the Company) would be acquired for cash and the
remainder would be acquired for Company Common Stock, with the
number of shares of Company Common Stock resulting in a value to
BGII stockholders of $12.50 per BGII share of common stock, based
upon a 10 trading-day period ending five business days prior to
the proposed effective date of the merger of BGII with such
indirect wholly-owned subsidiary of the Company. On June 21,
1995, Mr. Greathouse's letter terminated in accordance with its
terms and on June 22, 1995, BGII announced that it had executed a
definitive merger agreement with WMS Industries, Inc. Although
the Company remains interested in pursuing a business combination
with BGII, it has not determined whether to do so. The Company
is continuing to monitor its investment and will continue to
consider all alternatives as set forth in the Schedule 13D.
The date of this Supplement is July 20, 1995.
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