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PROSPECTUS SUPPLEMENT NO. 5 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 and
Supplement No. 4 dated July 20, 1995 (collectively, the "Prior
Supplements"). This Supplement No. 5 must be delivered along
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 deleting the last two
sentences of the second paragraph under "Recent Developments --
Bally Gaming International, Inc." (as set forth in Supplement
No. 4 referred to above), and by adding the following material
after the end of such second paragraph which appears prior to the
existing text captioned "Recent Developments -- Kirkland
Transactions" on page 32 of the Prospectus.
On July 23, 1995, the Company (through its wholly-owned
subsidiary, BGII Acquisition Corp., a Delaware corporation)
announced that it intended to commence a tender offer to purchase
up to 4.4 million shares of common stock, par value $.01 per
share, of BGII at a price of $12.50 per share, subject to an
appropriate collar (conditioned upon, among other things, the
Company being validly tendered a number of shares which, when
combined with the 1.0 million shares already owned by the Company
(constituting approximately 9.3% of BGII's outstanding stock
based on BGII's most recently-filed public documents), would
constitute a majority of BGII's common Stock). Such $12.50
amount will be increased to $13.00 per share if the break up fee
in BGII's merger
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agreement dated June 25, 1995 with WMS Industries, Inc. is
invalidated or is otherwise not payable. The tender offer
commenced on July 28, 1995, at which time the Company filed a
Schedule 14D-1 and Amendment No. 2 to Schedule 13D relating to
BGII, and will remain open until August 24, 1995 (unless extended
by the Company (in the Company's sole discretion)). The tender
offer is also conditioned upon the Company obtaining sufficient
financing to enable it to complete its offer and to the receipt
of material gaming regulatory approvals. The Company has
retained Donaldson, Lufkin & Jennette Securities Corporation as
its financial advisor in connection with the tender offer. If
the tender offer is completed, the Company intends to cause a
wholly-owned subsidiary of the Company to merge with BGII,
thereby causing BGII or its successor to become a wholly-owned
subsidiary of the Company. The merger consideration payable to
BGII stockholders will be shares of the Company's Common Stock
having a value of $12.50 per share based on the average closing
prices for a 10 trading day period ending five trading days prior
to the consummation of the merger (subject to adjustment, as
described above), subject to such stockholders' appraisal rights,
if any, under applicable law. In the event that the tender offer
does not close, the Company may acquire additional shares of BGII
common stock, in the open market or otherwise, and otherwise
assess its alternatives with respect to BGII as disclosed its
amended Scheduled 13D.
On July 25, 1995, the Company filed suit in the
Chancery Court of Delaware for New Castle County against BGII,
WMS Industries, Inc. and the members of the board of directors
of BGII seeking, among other things, injunctive relief to prevent
the merger of BGII and WMS Industries, Inc. and to compel BGII to
grant to the Company a fair and reasonable due diligence review
to enable the Company to complete its efforts to obtain financing
and to fulfill conditions in the Company's arrangements with its
bank lenders in connection with its BGII tender offer. The court
has set August 14, 1995 as the date to rule on certain issues
relating to the litigation, including the scheduled date for the
annual meeting of stockholders of 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 3, 1995.
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