<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Alliance Gaming Corporation
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
364654 10
(CUSIP Number)
Kirkland Investment Corporation
9 West 57th Street
New York, New York 10019
Attention: Joel Kirschbaum, President
(212) 888-2399
with a copy to:
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
Attention: Abbe Dienstag, Esq.
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
(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 Rule 13d-
1(b)(3) or (4), check the following box: /_/
Check the following box if a fee is being paid with this
statement: /_/
Page 1 of 42
Exhibit Index Appears on Page 22
PAGE
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SCHEDULE 13D
CUSIP No. 364654 10
Page 2 of 42
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Joel Kirschbaum
2) CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) /X/
See Item 5 (b) /_/
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF, AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
United States of America
7) SOLE VOTING POWER
1,333,333 See Items 4 and 5
NUMBER
OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,333,333 See Items 4 and 5
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,333,333 See Items 4 and 5
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES /_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 364654 10 Page 3 of 42
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Kirkland Investment Corporation
2) CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP (a) /X/
See Item 5 (b) / /
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC, AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
/_/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7) SOLE VOTING POWER
1,333,333 See Items 4 and 5
NUMBER
OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,333,333 See Items 4 and 5
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,333,333 See Items 4 and 5
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14) TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP No. 364654 10 Page 4 of 42
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Kirkland-Ft. Worth Investment Partners, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) /X/
See Item 5 (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
Delaware
7) SOLE VOTING POWER
1,333,333 See Items 4 and 5
NUMBER
OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,333,333 See Items 4 and 5
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,333,333 See Items 4 and 5
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.3%
14) TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
CUSIP No. 364654 10 Page 5 of 42
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Gaming Systems Advisors, L.P.
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) /X/
See Item 5 (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
Delaware
7) SOLE VOTING POWER
-0- See Items 4 and 5
NUMBER
OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH -0- See Items 4 and 5
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
-0- See Items 4 and 5
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Not applicable
14) TYPE OF REPORTING PERSON
PN
PAGE
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SCHEDULE 13D
CUSIP No. 364654 10 Page 6 of 42
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Craig Fields
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) /X/
See Item 5 (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
62,500 See Items 4 and 5
NUMBER
OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 62,500 See Items 4 and 5
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
62,500 See Items 4 and 5
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 364654 10 Page 7 of 42
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Jay R. Gottlieb
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) /X/
See Item 5 (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
118,333 See Items 4 and 5
NUMBER
OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 118,333 See Items 4 and 5
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
118,333 See Items 4 and 5
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% (assuming the conversion of the
outstanding shares of Convertible Special
Stock)
14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
CUSIP No. 364654 10 Page 8 of 42
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
David Robbins
2) CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) /X/
See Item 5 (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
20,000 See Items 4 and 5
NUMBER
OF 8) SHARED VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 20,000 See Items 4 and 5
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
20,000 See Items 4 and 5
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/_/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
14) TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
Page 9
Introduction
This Statement amends and restates the Schedule 13D,
dated June 23, 1994, filed by Joel Kirschbaum, Kirkland
Investment Corporation, a Delaware corporation, Kirkland-Ft.
Worth Investment Partners, L.P., a Delaware limited partnership,
and Gaming Systems Advisors, L.P., a Delaware limited
partnership, with respect to the common stock, par value $.10 per
share, of Alliance Gaming Corporation, a Nevada corporation
(formerly United Gaming, Inc.).
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, par
value $.10 per share (the "Common Stock"), of Alliance Gaming
Corporation, a Nevada corporation (formerly United Gaming, Inc.)
(the "Company"). The address of the Company's principal
executive office is 4380 Boulder Highway, Las Vegas, Nevada
89121.
Item 2. Identity and Background.
(a)-(c) This Statement is being filed by Joel
Kirschbaum, Kirkland Investment Corporation, a Delaware
corporation ("KIC"), Kirkland-Ft. Worth Investment Advisors,
L.P., a Delaware limited partnership ("KFW"), Gaming Systems
Advisors, L.P., a Delaware limited partnership ("GSA"),
Craig Fields, Jay R. Gottlieb and David Robbins (collectively,
the "Reporting Persons").
The business address of each of KIC, KFW, GSA and Mr.
Kirschbaum is 9 West 57th Street, New York, New York 10019. The
business address of Dr. Fields is 2737 Devonshire Place, N.W.,
Washington, D.C. 20008. The business address of Mr. Gottlieb is
c/o U.S. Capital Corporation, 980 N. Michigan, Suite 1400,
Chicago, Illinois 60611. The business address of Mr. Robbins is
919 Third Avenue, New York, New York 10022.
KFW is a limited partnership established for the
purpose of acquiring, holding, investing in and disposing of
securities of private and public corporations or other entities,
including the Common Stock. KIC is the sole general partner of
KFW, and its sole business is holding the general partnership
interest in KFW and conducting ancillary activities. GSA is a
limited partnership established for the purpose of rendering
advisory services to the Company in respect of financing and
other transactions. The sole general partner of GSA is GSA,
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Page 10
Inc., a Delaware corporation. Joel Kirschbaum is the sole
stockholder, director and officer of KIC and GSA, Inc. His
occupation is as director of and an advisor to the Company and in
managing the businesses of KFW, KIC, GSA and GSA, Inc.
Dr. Fields is Vice Chairman of the Board of the
Company.
Mr. Gottlieb is a director and Executive President
of the Company.
Mr. Robbins is an attorney engaged in the private
practice of law and a director of the Company.
(d)-(e) During the last five years, none of the
Reporting Persons or GSA, Inc. has been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors) or has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such
laws.
(f) KFW and GSA are Delaware limited partnerships.
KIC and GSA, Inc. are Delaware corporations. Mr. Kirschbaum,
Dr. Fields, Mr. Gottlieb and Mr. Robbins are citizens of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds for the investment by Mr.
Kirschbaum, KIC and KFW in the Common Stock is equity capital in
KFW. Mr. Kirschbaum, KIC and KFW invested in the aggregate
$5,000,000 in the Company in exchange for 1,333,333 shares of
Special Stock (as defined in Item 4 below) and KFW Warrants (as
defined in Item 4 below) to acquire 2,750,000 shares of Common
Stock, all of which was paid by KFW. Of such $5,000,000, 25% was
contributed by KIC and 75% was contributed by the sole limited
partner in KFW. Mr. Kirschbaum initially provided all of the
funds for KIC's portion of KFW's investment in the Common Stock.
GSA is not presently deemed to own shares of Common Stock. See
Item 4 and Item 6 with respect to certain warrants to acquire
Common Stock held by GSA, options and warrants to acquire
Common Stock held by Dr. Fields and options to acquire Common
Stock and warrants held by Messrs. Gottlieb and Robbins.
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Page 11
Item 4. Purpose of Transaction.
On September 21, 1993, KFW, KIC and the Company
consummated the transactions contemplated by a Securities
Purchase Agreement (the "Purchase Agreement"), pursuant to which,
among other things, KFW acquired (a) 1,333,333 shares of Non-
Voting Junior Convertible Special Stock of the Company (the
"Special Stock") and (b) warrants to acquire 2,750,000 shares of
Common Stock, allocated in three equal series (the "KFW
Warrants"; together with the Special Stock, the "Securities"),
for an aggregate investment in the Company of $5,000,000. Each
share of Special Stock is convertible into one share of Common
Stock, subject to customary anti-dilution adjustments. The KFW
Warrants have an exercise price of $1.50 per share, subject to
customary anti-dilution adjustments, and have a term of six years
from the date of issuance, which is September 21, 1994. One
third of the KFW Warrants are exercisable so long as the Common
Stock has traded above $11 per share for a specified period of
time; one third are exercisable so long as the Common Stock has
traded above $13 per share for a specified period; and one third
are exercisable so long as the Common Stock has traded above $15
per share for a specified period. Based on the trading price of
the Common Stock, none of the KFW Warrants is presently
exercisable.
Pursuant to the Purchase Agreement and the
Stockholders Agreement referred to below, neither the Special
Stock nor the KFW Warrants could be converted into Common Stock
until the earlier to occur of (a) KIC (and certain of its
affiliates or related persons) having obtaining all applicable
gaming licenses in connection with such conversion and (b) a
determination having been made that such licensing is not
necessary. KIC and such affiliates and related persons
(including Mr. Kirschbaum) obtained such licensing from the
Nevada Gaming Commission on June 23, 1994; accordingly, the
Special Stock held by KIC is presently convertible into Common
Stock.
Also on September 21, 1993, KFW, KIC, GSA and Alfred H.
Wilms executed a Stockholders Agreement (the "Stockholders
Agreement") relating to the Securities, certain warrants held and
hereafter to be held by GSA (the "GSA Warrants") and shares of
Common Stock, warrants and options convertible into shares of
Common Stock held by Mr. Wilms. The Stockholders Agreement was
amended on October 20, 1994 to modify certain provisions relating
to the election of directors of the Company.
Pursuant to the Stockholders Agreement, as amended, Mr.
Wilms (who is the owner of Common Stock and equivalents
representing approximately 7,034,000 shares of Common Stock),
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Page 12
KFW, KIC and GSA have agreed to vote their shares such that
the Board of Directors of the Company will consist of four
persons designated by KIC, one person designated by Mr. Wilms and
two directors designated by a majority of the Board of Directors.
The Stockholders Agreement, as amended, also provides that Mr.
Wilms may designate two persons (the "Advisors") who shall be
observers of, and advisors to, the Board of Directors and who
will be entitled to attend all of the Company's Board of
Directors' meetings and receive all information furnished to
members of the Board. Mr. Wilms and/or at least one Advisor
will be entitled to attend all meetings of the committees of
the Company's and its subsidiaries' Board of Directors. The
voting agreements between Mr. Wilms and KIC will terminate upon
the earlier of (i) September 21, 1997 and (ii) the date that both
(a) KIC and its permitted transferees and (b) Mr. Wilms and his
permitted transferees each own in the aggregate Company
securities representing less than 5% of the Company's fully
diluted Common Stock; provided, that in the event the average
closing price of a share of Common Stock has not traded at or
above $15 per share for any thirty consecutive trading day period
during the 15-month period prior to the earlier of the dates
described in clauses (i) and (ii), above, then, as soon as
practicable after September 21, 1997, KIC and Mr. Wilms use their
best efforts to cause the Board of Directors to consist of four
designees of KIC and three designees of Mr. Wilms. Mr.
Steve Greathouse and Dr. Fields currently serve as directors
of the Company pursuant to the foregoing arrangements.
KFW and KIC intend to transfer a portion of the
Special Stock and KFW Warrants to certain unaffiliated persons,
as described in Item 6 (including sales on substantially similar
terms to those described in Item 6); KFW intends that it
ultimately may distribute the remaining Special Stock and KFW
Warrants to KFW's direct or indirect partners. Other than as
described in this Item 4 and in Item 6, Mr. Kirschbaum, KIC and
KFW intend to hold the Special Stock and KFW Warrants owned by
them for investment purposes and have no present intention to
dispose of such securities, except that the Reporting Persons may
from time to time hereafter cause the Special Stock to be
converted into shares of Common Stock.
GSA presently holds GSA Warrants to acquire 1,250,000
shares of Common Stock, which it acquired pursuant to the terms
of an Advisory Agreement, dated June 25, 1993, among GSA, the
Issuer and Mr. Wilms (the "GSA Advisory Agreement"). GSA has
to date earned certain additional GSA Warrants (the exact amount
of which has not yet been finally determined) and may in the
future earn additional GSA Warrants in respect of future
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Page 13
transactions. None of the GSA Warrants are presently
exercisable.
Pursuant to the GSA Advisory Agreement, the Company has
retained GSA to assist the Company in identifying potential
investors in the Company, in negotiating and obtaining financing
for the Company and in identifying opportunities for
acquisitions, dispositions, joint ventures and other similar
transactions. The term of the GSA Advisory Agreement presently
extends until the later of two years from the date of the
Stockholders Agreement and the Licensing Date. As compensation
for the services to be provided by GSA, the Company has agreed to
issue GSA Warrants to GSA upon the consummation of certain
transactions. GSA Warrants to acquire a maximum of 2.25 million
shares of Common Stock, subject to customary anti-dilution
provisions, may be issued to GSA under the GSA Advisory
Agreement, which number may be increased to 3.75 million shares
in the event of a special strategic transaction, as defined in
the GSA Advisory Agreement. The GSA Warrants have an exercise
price of $1.50 per share, subject to customary anti-dilution
adjustments, and have a term of six years from their date of
issuance (which date, in respect of the GSA Warrants heretofore
issued, is September 21, 1993). One third of the GSA Warrants
are exercisable so long as the Common Stock has traded above $11
per share for a specified period of time; one third are
exercisable so long as the Common Stock has traded above $13 per
share for a specified period; and one third are exercisable so
long as the Common Stock has traded above $15 per share for a
specified period. GSA Warrants to acquire 1,250,000 shares of
Common Stock were issued to GSA on September 21, 1993. GSA is
entitled to receive additional GSA Warrants in respect of certain
transactions heretofore consummated, although the number of
shares of Common Stock issuable upon exercise thereof has not yet
been determined. A copy of the GSA Advisory Agreement is filed
as an Exhibit to this Schedule 13D and incorporated in this Item
by reference.
Pursuant to an Agreement, dated as of September 1,
1994, between Dr. Fields and the Company, the Company granted to
Dr. Fields options to acquire 250,000 shares of Common Stock.
A copy of Dr. Fields' Agreement is filed as an Exhibit to this
Schedule 13D and incorporated in this Item by reference. Such
options have an exercise price of $5-3/4 per share and expire
on August 31, 1999. Options to acquire 62,500 shares of Common
Stock are currently exercisable, and options to acquire 62,500
shares of Common Stock vest on each of August 31, 1995, August
31, 1996 and August 31, 1997. Dr. Fields will be entitled to
receive options to purchase an additional 150,000 shares of
Common Stock in the event that prior to the termination of his
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Page 14
Agreement on August 31, 1997 (or earlier in accordance with the
provisions thereof) the Company enters into a "Strategic
Transaction" (as such term is defined in the Agreement). The
exercise price for such options would be based on the market
price for the Common Stock during a specified period preceding
the first public announcement of the Strategic Transaction.
Dr. Fields' Agreement also provides for the
grant to Dr. Fields of warrants (the "Fields Warrants") to
acquire 250,000 shares of Common Stock. The Fields Warrants,
which are issued pursuant to a Warrant Agreement, dated as of
September 1, 1994, between Dr. Fields and the Company, have an
exercise price, subject to anti-dilution adjustment, of $1.50 per
share, are allocated in three equal series, as described above
with respect to the KFW Warrants, and otherwise have
substantially the same terms as the KFW Warrants. Under the
terms of Dr. Fields' Agreement, Fields Warrants to acquire 62,500
shares of Common Stock are currently vested, and Fields Warrants
to acquire 62,500 shares of Common Stock will vest on each of
August 31, 1995, August 31, 1996 and August 31, 1997. Based on
the trading price of the Common Stock, none of the Fields
Warrants are presently exercisable. The Agreement provides that
Dr. Fields will vote all securities of the Company issued or
delivered to him in connection with his engagement by the Company
at all regular or special meetings of stockholders for the
election of directors as directed and required by KIC pursuant to
the Stockholders Agreement.
Mr. Jay Gottlieb owns 30,000 shares of Common Stock
and was granted by the Company options to acquire 300,000
shares of Common Stock. Such options have an exercise price
of $5-3/4 per share and expire on July 14, 2004. Options to
acquire 75,000 shares of Common Stock are currently exercisable
and options to acquire 75,000 shares vest on each of July 14,
1995, July 14, 1996 and July 14, 1997. In addition, Mr. Gottlieb
has entered into an option agreement (the "Gottlieb-KFW Option
Agreement") with KFW pursuant to which Mr. Gottlieb has the
option to acquire from KFW 13,333 shares of Special Stock and
27,500 KFW Warrants (apportioned in equal amounts among each
of the three series of such warrants), or any cash, securities,
property or other assets or rights that such shares of Special
Stock or KFW Warrants may be converted into or exercised or
exchanged for, at an exercise price of $50,000. The option may
be exercised by Mr. Gottlieb, in whole and not in part, from and
after May 9, 1995 for a period of five years; provided, however,
that the option will cease to become exercisable on the earlier
of (i) the date which is 30 days after the date on which KFW
shall have transferred or disposed of for cash to unaffiliated
third parties certain of the covered securities and (ii) 30 days
after the date on which KFW gives notice that the option is being
PAGE
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Page 15
terminated, so long as the termination date is after May 9, 1995.
A form of the Gottlieb-KFW Option Agreement is filed as an
Exhibit to this Schedule 13D and incorporated in this Item by
reference. The Gottlieb-KFW Option Agreement requires Mr.
Gottlieb, upon exercise of the option, to execute an agreement to
be bound by the terms of the Stockholders Agreement, and to vote
the securities deliverable upon exercise of the option and other
securities which he may obtain upon exercise, exchange or
conversion thereof (but not other securities issued by the
Company and owned by him), as directed by KIC.
Mr. David Robbins has entered into an amended and
restated option agreement with KFW (the "Robbins-KFW Option
Agreement"), pursuant to which Mr. Robbins has the option to
acquire from KFW an aggregate of 20,000 shares of Special Stock
and 41,250 KFW Warrants (apportioned in equal amounts among each
of the three series of such Warrants), or any cash, securities,
property or other assets or rights that such shares of Special
Stock or KFW Warrants may be converted into or exercised or
exchanged for, at an aggregate exercise price of $75,000. The
terms of the Robbins-KFW Option Agreement are substantially the
same as the Gottlieb-KFW Option Agreement, except as provided
in the following sentence. The options are exercisable in two
parts: in whole but not in part with respect to 10,000 shares of
Special Stock and 20,625 KFW Warrants (apportioned in equal
amounts among each of the three series of such Warrants) from and
after May 9, 1995, as provided with respect to the option of Mr.
Gottlieb, and in whole but not in part with respect to 10,000
shares of Special Stock and 20,625 KFW Warrants (apportioned in
equal amounts among each of the three series of such Warrants)
on similar terms but from each and after September 6, 1995.
A form of the Robbins-KFW Option Agreement is filed as an Exhibit
to this Schedule 13D and incorporated in this Item by reference.
Other than as described above in this Item 4, none of
the Reporting Persons have any plans or proposals relating to any
of the items described in items (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Kirschbaum, KIC and KFW beneficially own
1,333,333 shares of Common Stock issuable upon conversion of the
Special Stock held by KFW, constituting approximately 10.3% of
the shares of Common Stock deemed outstanding (based upon
11,629,650 shares of Common Stock outstanding). GSA is presently
not deemed to own beneficially any shares of Common Stock.
Dr. Fields may be deemed to own beneficially 62,500
shares of Common Stock issuable upon exercise of presently
exercisable options, constituting less than 1% of the Common
Stock outstanding.
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Page 16
Mr. Gottlieb may be deemed to own 13,333 shares of
Common Stock, representing less than 1% of the Common Stock
outstanding, that he may acquire upon exercise of an option to
acquire Special Stock, which option is exercisable within 60
days.
Mr. Robbins may be deemed to own 10,000 shares of
Common Stock representing less than 1% of the Common Stock
outstanding, that he may acquire upon exercise of an option
to acquire Special Stock, which option is exercisable within
60 days.
(b) By reason of its position as general partner of
KFW, KIC may be deemed to possess power to vote and dispose of
the Common Stock beneficially owned by KFW. By reason of his
being sole stockholder, director and officer of KIC, Mr.
Kirschbaum may be deemed to possess power to vote and dispose of
the Common Stock beneficially owned by KFW and KIC.
(c) The Fields Warrants and the options to acquire
Common Stock were granted to Dr. Fields by action of the Board
of Directors of the Company as of September 1, 1994. Other
than as aforesaid, none of the Reporting Persons has effected any
transactions in the Common Stock within the preceding 60 days.
(d) Other than as described in Item 4 or Item 6, no
person other than the Reporting Persons at present has the right
to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the shares of Common Stock
deemed to be beneficially owned by them.
(e) Not applicable.
The Reporting Persons and Mr. Wilms may be deemed to be
a group. Pursuant to Rule 13d-4, the Reporting Persons disclaim
beneficial ownership of the Common Stock beneficially owned by
Mr. Wilms, GSA disclaims beneficial ownership of the Common
Stock owned by Mr. Kirschbaum, KIC and KFW, and each of KIC, KFW,
GSA and Mr. Kirschbaum. Collectively, Dr. Fields, Mr. Gottlieb
and Mr. Robbins disclaims beneficial ownership of the stock
beneficially owned by any of the others.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
The Purchase Agreement provides for, among other
things, the acquisition by KFW of the Special Stock and the
KFW Warrants. The Purchase Agreement provides for customary
representations, warranties, indemnification and other
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Page 17
provisions, and also provides that KIC, Mr. Kirschbaum and
certain other persons shall, subject to certain limitations, give
the Company the first right to effect certain transactions in the
gaming business that may come to the attention of such persons.
A copy of the Purchase Agreement is filed as an Exhibit to this
Schedule 13D and incorporated in this Item by reference.
The Stockholders Agreement contains a voting agreement
with respect to nomination and election of directors of the
Company (see Item 4), certain restrictions on the ability of KFW,
KIC, GSA and Mr. Wilms to transfer their shares of Common Stock
(or Common Stock equivalents), including mutual rights of first
offer in the event of proposed sales of Common Stock or Common
Stock equivalents, certain tag-along rights in favor of Mr. Wilms
in the event of any proposed transfer of shares of Common Stock
by KFW, KIC, GSA and certain other persons and demand and piggy-
back registration rights granted to each of KFW, KIC, GSA and Mr.
Wilms by the Company. A copy of the Stockholders Agreement is
filed as an Exhibit to this Schedule 13D and incorporated in this
Item by reference.
KIC and GSA, Inc. have an agreement with Mr. Anthony L.
DiCesare pursuant to which Mr. DiCesare will be entitled to
receive 20% of the Securities that KIC would be entitled to
receive upon the distribution of such securities by KFW to KIC
and 20% of the GSA Warrants that GSA, Inc. would be entitled to
receive upon the distribution of GSA Warrants from GSA to GSA,
Inc. Mr. DiCesare will also be entitled to receive an additional
participation if the return on investment of such Securities were
to exceed a certain threshold, but only with respect to such
excess. At such time that Mr. DiCesare acquires Securities and
GSA Warrants as aforesaid, he will become a party to the
Stockholders Agreement and otherwise agree that he will vote and,
subject to certain exceptions, dispose of his Securities and GSA
Warrants only as directed by KIC. In consideration of the
Securities and rights to be purchased by Mr. DiCesare, Mr.
DiCesare will issue to KIC a promissory note in the amount of 20%
of KIC's original cost in respect of the Securities. In
addition, KFW has agreed with L.H. Friend, Weinress & Frankson,
Inc. ("L.H. Friend") to sell to such firm 10% of the Securities
originally purchased by KFW from the Company for a purchase price
of $500,000. At such time that L.H. Friend acquires Securities
as aforesaid, it will become a party to the Stockholders
Agreement and otherwise agree that it will vote and, subject to
certain exceptions, dispose of its Securities only as directed by
KIC. A copy of a letter agreement between KFW and L.H. Friend is
filed as an Exhibit to this Schedule 13D and incorporated in this
Item by reference. KFW may in the future enter into agreements
with other persons to sell Securities on similar terms.
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Page 18
Pursuant to his Agreement, Dr. Fields is required to
vote all securities of the Company issued or delivered to him in
connection with his engagement by the Company for the election of
directors as directed and required by KIC pursuant to the
Stockholders Agreement. Pursuant to the Gottlieb-KFW Option
Agreement and the Robbins-KFW Option Agreement, Mr. Gottlieb and
Mr. Robbins, respectively, have options to acquire shares of
Special Stock and KFW Warrants.
See Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Joint Filing Agreement dated March 29,
1995, among Joel Kirschbaum, KIC, KFW, GSA, Craig Fields, Jay R.
Gottlieb and David Robbins.
Exhibit 2 -- Securities Purchase Agreement dated as of
September 21, 1993 among KIC, KFW and the Company (previously
filed).
Exhibit 3 -- Stockholders Agreement dated as of
September 21, 1993 among KIC, KFW, GSA, the Company and Mr. Wilms
(previously filed).
Exhibit 4 -- Form of Warrant Agreement, dated September
21, 1993, pursuant to which the KFW Warrants were issued.
(previously filed).
Exhibit 5 -- Letter Agreements, dated March 1, 1994 and
July 20, 1993, between KFW and L.H. Friend (previously filed).
Exhibit 6 -- Advisory Agreement, dated June 25, 1993,
among GSA, the Company and Alfred H. Wilms (previously filed).
Exhibit 7 -- Amendment to Stockholders Agreement, dated
as of October 20, 1994, among KIC, KFW, GSA, the Company and Mr.
Wilms (incorporated by reference from Exhibit 4.5 to the
Company's Registration Statement on Form S-3, File No. 33-58233).
Exhibit 8 -- Agreement, dated as of September 1, 1994,
between the Company and Dr. Fields (incorporated by reference
from Exhibit 4.3 to the Company's Registration Statement on Form
S-3, File No. 33-58233).
Exhibit 9 -- Warrant Agreement, dated as of September
1, 1994, between the Company and Dr. Fields (incorporated by
reference from Exhibit 4.4 to the Company's Registration
Statement on Form S-3, File No. 33-58233).
PAGE
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Page 19
Exhibit 10 -- Form of Option Agreement, dated as of
November 1, 1994, between Jay Gottlieb and KFW.
Exhibit 11 -- Form of Amended and Restated Option
Agreement, dated as of March 1, 1995, between David Robbins and
KFW.
PAGE
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Page 20
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, each of the undersigned certifies that
the information set forth in this Statement is true, complete and
correct.
Dated: March 31, 1995
/s/ Joel Kirschbaum
Joel Kirschbaum
KIRKLAND INVESTMENT CORPORATION
By: /s/ Joel Kirschbaum
Joel Kirschbaum, President
KIRKLAND-FT. WORTH INVESTMENT
PARTNERS, L.P.
By: Kirkland Investment
Corporation, its sole general
partner
By: /s/ Joel Kirschbaum
Joel Kirschbaum,
President
GAMING SYSTEMS ADVISORS, L.P.
By: GSA, Inc., its sole general
partner
By: /s/Joel Kirschbaum
Joel Kirschbaum, President
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Page 21
/s/ Craig Fields
Craig Fields
/s/ Jay R. Gottlieb
Jay R. Gottlieb
/s/ David Robbins
David Robbins
PAGE
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Page 22
Sequentially
Exhibit No. Description Numbered
Page
Exhibit 1 Joint Filing Agreement dated March 24
29, 1995, among Joel Kirschbaum,
KIC, KFW, GSA, Craig Fields, Jay R.
Gottlieb and David Robbins.
Exhibit 2 Securities Purchase Agreement dated
as of September 21, 1993 among KIC,
KFW and the Company (previously
filed).
Exhibit 3 Stockholders Agreement dated as of
September 21, 1993 among KIC, KFW,
GSA, the Company and Mr. Wilms
(previously filed).
Exhibit 4 Form of Warrant Agreement, dated
September 21, 1993, pursuant to
which the KFW Warrants were issued.
(previously filed).
Exhibit 5 Letter Agreements, dated March 1,
1994 and July 20, 1993, between KFW
and L.H. Friend (previously filed).
Exhibit 6 Advisory Agreement, dated June 25,
1993, among GSA, the Company and
Alfred H. Wilms (previously filed).
Exhibit 7 Amendment to Stockholders
Agreement, dated as of October 20,
1994, among KIC, KFW, GSA, the
Company and Mr. Wilms (incorporated
by reference from Exhibit 4.5 to
the Company's Registration
Statement on Form S-3, File No.
33-58233).
Exhibit 8 Agreement, dated as of September 1,
1994, between the Company and Dr.
Fields (incorporated by reference
from Exhibit 4.3 to the Company's
Registration Statement on Form S-3,
File No. 33-58233).
PAGE
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Page 23
Sequentially
Exhibit No. Description Numbered
Page
Exhibit 9 Warrant Agreement, dated as of
September 1, 1994, between the
Company and Dr. Fields
(incorporated by reference from
Exhibit 4.4 to the Company's
Registration Statement on Form
S-3, File No. 33-58233).
Exhibit 10 Form of Option Agreement, dated as 26
of November 1, 1994, between Jay
Gottlieb and KFW.
Exhibit 11 Form of Amended and Restated Option 34
Agreement, dated as of March 1,
1995, between David Robbins and KFW.
Page 24
EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement.
Dated: March 31, 1995
/s/ Joel Kirschbaum
Name: Joel Kirschbaum
KIRKLAND INVESTMENT CORPORATION
By: /s/ Joel Kirschbaum
Name: Joel Kirschbaum
President
KIRKLAND-FT. WORTH INVESTMENT
PARTNERS, L.P.
By: Kirkland Investment
Corporation, its sole
general partner
By: /s/ Joel Kirschbaum
Name: Joel Kirschbaum
President
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Page 25
GAMING SYSTEMS ADVISORS, L.P.
By: Joel Kirschbaum, as President
of GSA, Inc., the General
Partner of Gaming Systems
Advisors, L.P.
/s/ Joel Kirschbaum
Joel Kirschbaum
/s/ Craig Fields
Craig Fields
/s/ Jay R. Gottlieb
Jay R. Gottlieb
/s/ David Robbins
David Robbins
PAGE
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Page 26
Exhibit 10
Kirkland-Ft. Worth Investment Partners, L.P.
9 West 57th Street
New York, New York 10019
November 1, 1994
Mr. Jay R. Gottlieb
1040 Lakeshore Drive
Apartment 25A
Chicago, Illinois 60611
Dear Jay:
This letter agreement will set forth the terms and
conditions upon which Kirkland-Ft. Worth Investment Partners,
L.P., a Delaware limited partnership ("KFW"), and Jay R. Gottlieb
(the "Holder") have agreed that KFW has granted to the Holder the
option to acquire certain property owned by KFW, as set forth
below.
The parties agree as follows:
1. Option. (a) This letter agreement confirms that,
in consideration of $100 and other good and valuable
consideration paid by the Holder to KFW, KFW has granted (and
hereby confirms such grant) to the Holder the option (the
"Option") to acquire (1)(A) 13,333 shares of Non-Voting Junior
Convertible Special Stock, par value $.10 per share, of United
Gaming, Inc. (the "Company"), and (B) warrants to acquire an
aggregate of 27,500 shares of the Company's Common Stock, par
value $.10 per share, which warrants are exercisable in three
equal Series (i.e., warrants to acquire 9,167 shares of Common
Stock in Series A, warrants to acquire 9,167 shares of Common
PAGE
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Page 27
Stock in Series B and warrants to acquire 9,166 shares of Common
Stock in Series C)(such securities described in clauses (A) and
(B) above, collectively, the "Securities"), and (2) any cash,
securities, property or other assets or rights into or for all or
any portion of which the Securities are at any time hereafter
exchanged, converted or exercised (the cash, securities, property
or other assets or rights described in this clause (2),
collectively, the "Securities Proceeds").
(b) The Option shall be exercisable in whole but not
in part and shall be exercisable only from and after the date
which is 190 days after the date hereof (the "Exercise Date"),
and shall not be exercisable prior to the Exercise Date, and
shall remain exercisable for a period of five years from and
after the Exercise Date; provided, that, notwithstanding the
foregoing, the Option shall cease to be exercisable on the
earlier of (i) the date which is 30 days after the date upon
which KFW shall have transferred or disposed of for cash to
unaffiliated third parties such number of the Securities as will
result in KFW not owning a sufficient number of Securities
otherwise to fulfill its obligations hereunder and (ii) 30 days
after the date on which KFW shall have given notice to the Holder
that the Option shall be terminated, so long as, in each case,
the date described in clauses (i) and (ii) above shall have
occurred after the Exercise Date.
(c) The aggregate consideration for exercise of the
Option shall be $50,000. Such amount shall be payable by the
Holder to KFW in cash within 10 business days of the date that
the Holder shall have provided notice to KFW that the Holder
intends to exercise the Option. Upon such exercise, KFW shall
immediately (but in any event within five business days) cause to
be delivered to the Holder such Securities (or, if all or a
portion of the Securities shall then have been converted,
exchanged or exercised for or into other cash, securities,
property, assets or rights, Securities and/or Securities
Proceeds, as the case may be, in the same proportion that the
Securities then bears to such other cash, securities, property,
assets or rights).
(d) Upon exercise of the Option and delivery from KFW
to the Holder of Securities or Securities Proceeds, as
applicable, the Holder shall execute the Investor Acceptance in
the form attached hereto as Exhibit A.
2. Certain Transfers. Until such time as the Option
is exercised in full or released by the Holder, the Option shall
affect and be binding upon the Securities and the Securities
Proceeds in the hands of any transferee thereof from KFW. KFW
shall use commercially reasonable efforts to cause any such
transferee to be informed of such restriction and agree to be
bound thereby.
PAGE
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Page 28
3. Miscellaneous. (a) The rights and obligations of
the parties hereto shall be binding upon and inure to the benefit
of the parties' respective successors and assigns.
(b) This letter agreement (including the exercise of
the Option) shall be governed by and construed in accordance with
the internal laws of the State of New York, without regard to
principles of conflicts of laws.
(c) This letter agreement may be executed in
counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same
instrument. This letter agreement may be executed and delivered
by facsimile transmission.
Please indicate your agreement to the foregoing
provisions by signing a copy of this letter agreement where
indicated below.
Very truly yours,
Kirkland-Ft. Worth Investment Partners, L.P.
By: Kirkland Investment Corporation
By:___________________________
Joel Kirschbaum
President
Agreed to:
_______________________
Jay R. Gottlieb
PAGE
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Page 29
Exhibit A
Investor Acceptance
Date:
To: Kirkland-Ft. Worth Investment Partners, L.P.
9 West 57th Street
New York, New York 10019
Gentlemen:
The undersigned agrees to purchase $________ of the
investment of Kirkland-Ft. Worth Investment Partners, L.P.
("KFW") in securities of Alliance Gaming Corporation (the
"Company") as described in the letter to which this Acceptance is
attached, consisting of (1) _________ shares of Non-Voting
Junior Convertible Special Stock and (2) warrants to acquire
_________ shares of Common Stock, of Alliance Gaming Corporation
(the "Company"), in three equal series with vesting prices
(subject to adjustment) of $11, $13 and $15 per share (the
securities described in clauses (1) and (2), collectively, the
"Securities"). Capitalized terms have the meanings ascribed to
them in the letter to which this Acceptance is attached or the
Stockholders Agreement of the Company dated September 21, 1993,
as amended October 20, 1994 (the "Stockholders Agreement").
The undersigned agrees to and confirms the following:
1. The undersigned represents and warrants that:
(a) He or she is acquiring the Securities solely for
his or her own account and not as nominee or agent for any
other person with a view to, or for offer or sale in
connection with, any distribution thereof (within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act")) that would be in violation of the
securities laws of the United States or any state thereof;
(b) He or she is knowledgeable, sophisticated and
experienced in business and financial matters; he or she has
previously invested in securities similar to the Securities
and understands the limitations on transfer related thereto
(both under the Securities Act and as provided in the
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Page 30
Stockholders Agreement); he or she is able to bear the
economic risk of an investment in the Securities and is
presently able to afford the complete loss of such
investment; and he or she has been afforded access by the
Company to information about the Company (including the
opportunity to ask questions or and receive information
about the Company from Company representatives), including
related to the Company's financial condition, results of
operations, business, property, management and prospects
sufficient to enable him or her to evaluate his or her
investment in the Securities;
(c) He or she is an "accredited investor" (as such
term is defined in Rule 501(a) of Regulation D under the
Securities Act);
(d) He or she acknowledges that neither KFW nor
Kirkland Investment Corporation ("KIC"), the general partner
in KFW (nor any direct or indirect partner or stockholder
therein or employee, agent or representative thereof) makes
any representation or warranty regarding the Company or the
Securities and that neither KFW nor KIC (nor any direct or
indirect partner or stockholder therein or employee, agent
or representative thereof) shall have any liability to the
undersigned with respect thereto; and
(e) He or she has read and reviewed the Stockholders
Agreement and fully understands the provisions thereof
applicable to an investment in the Securities.
2. The undersigned agrees that with respect to his or
her ownership of the Securities:
(a) As between the undersigned, on the one hand, and
KIC, on the other hand, all determinations relating to
Transfers (as defined in the Stockholders Agreement) of any
of the Securities pursuant to the applicable provisions of
Section 4.4(a) (other than Section 4.4(a)(iii), which
Transfers by the undersigned may be made in the sole
discretion of the undersigned) and Article VII of the
Stockholders Agreement shall be made by KIC, in its sole
discretion (subject to clause (b) below), and that the
undersigned shall have no rights with respect to the making
of such determinations (but the undersigned shall be
permitted to transfer, sell or dispose of Securities in
accordance with the determinations made by KIC);
(b) In the event of any proposed Transfer of any
Securities (pursuant to Section 4.4(a)(other than Transfers
by the undersigned pursuant to Section 4.4(a)(iii)),
Articles V or Article VII of the Stockholders Agreement or
<PAGE>
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Page 31
otherwise) or the exercise by Mr. Wilms of any rights
pursuant to Articles V, VI or VII of the Stockholders
Agreement, then, in any such event, the undersigned agrees
that the amount of Securities then owned by the undersigned
that shall be permitted to be Transferred or shall be
subject to the exercise of such rights by Mr. Wilms, as
applicable, shall be determined by (1) determining the
amount of securities in the aggregate that are to be the
subject of such Transfer or the exercise of such rights, as
applicable (i.e., the aggregate amount of securities,
without duplication, then owned by each of the undersigned,
KFW and KIC (or any direct or indirect partner or
stockholder therein), Gaming Systems Advisors, L.P. ("GSA")
and GSA, Inc., each Listed Investor, each Permitted
Investor and each of the foregoing persons' or entities'
respective Permitted Transferees, but not Mr. Wilms or his
Permitted Transferees), and (2) multiplying the amount
described in clause (1) above by a fraction, the numerator
of which is the amount of Securities then owned by the
undersigned and the denominator of which is the sum, without
duplication, of the aggregate amount of securities, without
duplication, then owned by each of the undersigned, KFW and
KIC (or any direct or indirect partner or stockholder
therein), GSA, each Listed Investor, each Permitted Investor
and each of the foregoing persons' or entities' respective
Permitted Transferees (but not Mr. Wilms or his Permitted
Transferees). Notwithstanding the foregoing, the
undersigned shall not be required to dispose of any
Securities at such time as shall so be elected by KIC, as
described above in this clause (b), but rather, the
undersigned shall be permitted, if it so elects, to continue
to hold such Securities. In the event that the undersigned
elects to hold, rather than to sell or transfer, any
Securities, the Securities so held shall thereafter continue
to be subject to the provisions of this Section 2;
(c) Until such time that the undersigned Transfers of
any Securities other than to any Permitted Transferees, he
or she (and such Permitted Transferees) shall cause such
Securities to be voted, as to all matters at any regular or
special meeting of stockholders of the Company, in the
manner directed by KIC;
(d) The undersigned consents to any and all
amendments, modifications, extensions, renewals or other
actions that may be taken by KIC with respect to the
Stockholders Agreement (so long as, in each case, the effect
thereof with respect to the undersigned and the Securities
PAGE
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Page 32
is not more onerous than the corresponding effect on KIC),
which amendments, modifications, extensions, renewals or
other actions shall be binding on the undersigned pursuant
to this Acceptance; and
(e) Other than the rights described above in this
Acceptance or in the Stockholders Agreement, KIC shall not
have any rights with respect to the Securities and, at such
time that the applicable provisions of the Stockholders
Agreement relating to the Securities shall have lapsed, in
accordance with their terms, as amended and in effect from
time to time, such provisions shall no longer be applicable
to the Securities.
4. Restrictive Legend. The undersigned acknowledges
that the Securities issued as of the date hereof in accordance
with this Acceptance shall bear a restrictive legend of the type
set forth in the Stockholders Agreement.
5. Governing Law. This Acceptance shall be governed
by and construed in accordance with the laws of the State of
Nevada, without regard to principles of conflicts of laws.
6. Miscellaneous. This Acceptance (a) may be executed
in counterparts, each of which shall be deemed an original and
all of which shall be deemed one document, (b) may be executed by
facsimile signature, (c) contains the entire agreement between
the undersigned and KFW relating to any acquisition of
Securities, and supersedes all prior agreements or
understandings, oral or written, between the undersigned, on the
one hand, and KFW, KIC or any of their respective affiliates, on
the other hand, relating to such matters, (d) shall inure to the
benefit of and be binding upon the successors and assigns of the
parties hereto and (e) shall not be effective or binding upon KFW
until countersigned below by KFW.
The undersigned has executed this Acceptance as of the
date first set forth above.
Name:___________________________
Address:_________________________
__________________________
__________________________
Social Security or Taxpayer Identification
Number:___________________________
Amount of Investment:_______________
Signature:_________________________
PAGE
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Page 33
Agreed to:
Kirkland-Ft. Worth Investment Partners, L.P.
By: Kirkland Investment Corporation, its general partner
By:____________________________
Joel Kirschbaum
President
PAGE
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Page 34
Exhibit 11
Kirkland-Ft. Worth Investment Partners, L.P.
9 West 57th Street
New York, New York 10019
March 1, 1995
Mr. David Robbins
c/o Kramer, Levin et al.
919 Third Avenue
New York, New York 10022
Dear David:
This amended and restated letter agreement (a) amends
and restates an existing agreement between us dated November 1,
1994, which is cancelled and of no further force and effect, and
(b) sets forth the terms and conditions upon which Kirkland-Ft.
Worth Investment Partners, L.P., a Delaware limited partnership
("KFW"), and David Robbins (the "Holder") have agreed that KFW
has granted to the Holder the option to acquire certain property
owned by KFW, as set forth below.
The parties agree as follows:
1. Option. (a) This letter agreement confirms that,
in consideration of $100 and other good and valuable
consideration paid by the Holder to KFW, KFW has granted (and
hereby confirms such grant) to the Holder (I) on November 1,
1994, the option (the "First Option") to acquire (1)(A) 10,000
shares of Non-Voting Junior Convertible Special Stock, par value
$.10 per share, of Alliance Gaming Corporation (formerly known as
United Gaming, Inc.)(the "Company"), and (B) warrants to acquire
an aggregate of 20,625 shares of the Company's Common Stock, par
value $.10 per share, which warrants are exercisable in three
equal Series (i.e., warrants to acquire 6,875 shares of Common
Stock in Series A, warrants to acquire 6,875 shares of Common
<PAGE>
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Page 35
Stock in Series B and warrants to acquire 6,875 shares of Common
Stock in Series C)(such securities described in clauses (A) and
(B) above, collectively, the "Securities"), and (2) any cash,
securities, property or other assets or rights into or for all or
any portion of which the Securities are at any time hereafter
exchanged, converted or exercised (the cash, securities, property
or other assets or rights described in this clause (2),
collectively, the "Securities Proceeds") and (II) on March 1,
1995, the option (the "Second Option"; together with the First
Option, the "Options") to acquire Securities consisting of (1)(A)
an additional 10,000 shares of Non-Voting Junior Convertible
Special Stock, par value $.10 per share, of the Company, and (B)
additional warrants to acquire an aggregate of 20,625 shares of
the Company's Common Stock, par value $.10 per share, which
warrants are exercisable in three equal Series (i.e., warrants to
acquire 6,875 shares of Common Stock in Series A, warrants to
acquire 6,875 shares of Common Stock in Series B and warrants to
acquire 6,875 shares of Common Stock in Series C), and (2) any
Securities Proceeds into or for which all or any portion of the
Securities are at any time hereafter exchanged, converted or
exercised.
(b) Each of the Options shall be exercisable in whole
but not in part and shall be exercisable only from and after the
date which is 190 days after the applicable date of grant
thereof, as set forth above (the "Exercise Date"), and shall not
be exercisable prior to the Exercise Date, and shall remain
exercisable for a period of five years from and after the
Exercise Date; provided, that, notwithstanding the foregoing, the
Option shall cease to be exercisable on the earlier of (i) the
date which is 30 days after the date upon which KFW shall have
transferred or disposed of for cash to unaffiliated third parties
such number of the Securities as will result in KFW not owning a
sufficient number of Securities otherwise to fulfill its
obligations hereunder and (ii) 30 days after the date on which
KFW shall have given written notice to the Holder that the Option
shall be terminated, so long as, in each case, the date described
in clauses (i) and (ii) above shall have occurred after the
Exercise Date.
(c) The aggregate consideration for exercise of the
First Option shall be $37,500 and the aggregate consideration for
exercise of the Second Option shall be $37,500. Each such
applicable amount shall be payable by the Holder to KFW in cash
within 10 business days of the date that the Holder shall have
provided notice to KFW that the Holder intends to exercise such
Option. Upon such exercise, KFW shall immediately (but in any
event within five business days) cause to be delivered to the
Holder such Securities (or, if all or a portion of the Securities
shall then have been converted, exchanged or exercised for or
into other cash, securities, property, assets or rights,
Securities and/or Securities Proceeds, as the case may be, in the
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same proportion that the Securities then bears to such other
cash, securities, property, assets or rights).
(d) Upon exercise of each Option and delivery from KFW
to the Holder of Securities or Securities Proceeds, as
applicable, the Holder shall execute the Investor Acceptance in
the form attached hereto as Exhibit A.
2. Certain Transfers. Until such time as each Option
is exercised in full or released by the Holder, such Option shall
affect and be binding upon the Securities and the Securities
Proceeds in the hands of any transferee thereof from KFW. KFW
shall use commercially reasonable efforts to cause any such
transferee to be informed of such restriction and agree to be
bound thereby.
3. Miscellaneous. (a) The rights and obligations of
the parties hereto shall be binding upon and inure to the benefit
of the parties' respective successors and assigns.
(b) This letter agreement (including the exercise of
the Options) shall be governed by and construed in accordance
with the internal laws of the State of New York, without regard
to principles of conflicts of laws.
(c) This letter agreement may be executed in
counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same
instrument. This letter agreement may be executed and delivered
by facsimile transmission.
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Please indicate your agreement to the foregoing
provisions by signing a copy of this letter agreement where
indicated below.
Very truly yours,
Kirkland-Ft. Worth Investment Partners, L.P.
By: Kirkland Investment Corporation
By:___________________________
Joel Kirschbaum
President
Agreed to:
_______________________
David Robbins
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Page 38
Exhibit A
Investor Acceptance
Date:
To: Kirkland-Ft. Worth Investment Partners, L.P.
9 West 57th Street
New York, New York 10019
Gentlemen:
The undersigned agrees to purchase $________ of the
investment of Kirkland-Ft. Worth Investment Partners, L.P.
("KFW") in securities of Alliance Gaming Corporation (the
"Company") as described in the letter to which this Acceptance is
attached, consisting of (1) _________ shares of Non-Voting
Junior Convertible Special Stock and (2) warrants to acquire
_________ shares of Common Stock, of Alliance Gaming Corporation
(the "Company"), in three equal series with vesting prices
(subject to adjustment) of $11, $13 and $15 per share (the
securities described in clauses (1) and (2), collectively, the
"Securities"). Capitalized terms have the meanings ascribed to
them in the letter to which this Acceptance is attached or the
Stockholders Agreement of the Company dated September 21, 1993,
as amended October 20, 1994 (the "Stockholders Agreement").
The undersigned agrees to and confirms the following:
1. The undersigned represents and warrants that:
(a) He or she is acquiring the Securities solely for
his or her own account and not as nominee or agent for any
other person with a view to, or for offer or sale in
connection with, any distribution thereof (within the
meaning of the Securities Act of 1933, as amended (the
"Securities Act")) that would be in violation of the
securities laws of the United States or any state thereof;
(b) He or she is knowledgeable, sophisticated and
experienced in business and financial matters; he or she has
previously invested in securities similar to the Securities
and understands the limitations on transfer related thereto
(both under the Securities Act and as provided in the
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Page 39
Stockholders Agreement); he or she is able to bear the
economic risk of an investment in the Securities and is
presently able to afford the complete loss of such
investment; and he or she has been afforded access by the
Company to information about the Company (including the
opportunity to ask questions or and receive information
about the Company from Company representatives), including
related to the Company's financial condition, results of
operations, business, property, management and prospects
sufficient to enable him or her to evaluate his or her
investment in the Securities;
(c) He or she is an "accredited investor" (as such
term is defined in Rule 501(a) of Regulation D under the
Securities Act);
(d) He or she acknowledges that neither KFW nor
Kirkland Investment Corporation ("KIC"), the general partner
in KFW (nor any direct or indirect partner or stockholder
therein or employee, agent or representative thereof) makes
any representation or warranty regarding the Company or the
Securities and that neither KFW nor KIC (nor any direct or
indirect partner or stockholder therein or employee, agent
or representative thereof) shall have any liability to the
undersigned with respect thereto; and
(e) He or she has read and reviewed the Stockholders
Agreement and fully understands the provisions thereof
applicable to an investment in the Securities.
2. The undersigned agrees that with respect to his or
her ownership of the Securities:
(a) As between the undersigned, on the one hand, and
KIC, on the other hand, all determinations relating to
Transfers (as defined in the Stockholders Agreement) of any
of the Securities pursuant to the applicable provisions of
Section 4.4(a) (other than Section 4.4(a)(iii), which
Transfers by the undersigned may be made in the sole
discretion of the undersigned) and Article VII of the
Stockholders Agreement shall be made by KIC, in its sole
discretion (subject to clause (b) below), and that the
undersigned shall have no rights with respect to the making
of such determinations (but the undersigned shall be
permitted to transfer, sell or dispose of Securities in
accordance with the determinations made by KIC);
(b) In the event of any proposed Transfer of any
Securities (pursuant to Section 4.4(a)(other than Transfers
by the undersigned pursuant to Section 4.4(a)(iii)),
Articles V or Article VII of the Stockholders Agreement or
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otherwise) or the exercise by Mr. Wilms of any rights
pursuant to Articles V, VI or VII of the Stockholders
Agreement, then, in any such event, the undersigned agrees
that the amount of Securities then owned by the undersigned
that shall be permitted to be Transferred or shall be
subject to the exercise of such rights by Mr. Wilms, as
applicable, shall be determined by (1) determining the
amount of securities in the aggregate that are to be the
subject of such Transfer or the exercise of such rights, as
applicable (i.e., the aggregate amount of securities,
without duplication, then owned by each of the undersigned,
KFW and KIC (or any direct or indirect partner or
stockholder therein), Gaming Systems Advisors, L.P. ("GSA"),
and GSA, Inc., each Listed Investor, each Permitted Investor
and each of the foregoing persons' or entities' respective
Permitted Transferees, but not Mr. Wilms or his Permitted
Transferees), and (2) multiplying the amount described in
clause (1) above by a fraction, the numerator of which is
the amount of Securities then owned by the undersigned and
the denominator of which is the sum, without duplication, of
the aggregate amount of securities, without duplication,
then owned by each of the undersigned, KFW and KIC (or any
direct or indirect partner or stockholder therein), GSA,
each Listed Investor, each Permitted Investor and each of
the foregoing persons' or entities' respective Permitted
Transferees (but not Mr. Wilms or his Permitted
Transferees). Notwithstanding the foregoing, the
undersigned shall not be required to dispose of any
Securities at such time as shall so be elected by KIC, as
described above in this clause (b), but rather, the
undersigned shall be permitted, if it so elects, to continue
to hold such Securities. In the event that the undersigned
elects to hold, rather than to sell or transfer, any
Securities, the Securities so held shall thereafter continue
to be subject to the provisions of this Section 2;
(c) Until such time that the undersigned Transfers of
any Securities other than to any Permitted Transferees, he
or she (and such Permitted Transferees) shall cause such
Securities to be voted, as to all matters at any regular or
special meeting of stockholders of the Company, in the
manner directed by KIC;
(d) The undersigned consents to any and all
amendments, modifications, extensions, renewals or other
actions that may be taken by KIC with respect to the
Stockholders Agreement (so long as, in each case, the effect
thereof with respect to the undersigned and the Securities
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is not more onerous than the corresponding effect on KIC),
which amendments, modifications, extensions, renewals or
other actions shall be binding on the undersigned pursuant
to this Acceptance; and
(e) Other than the rights described above in this
Acceptance or in the Stockholders Agreement, KIC shall not
have any rights with respect to the Securities and, at such
time that the applicable provisions of the Stockholders
Agreement relating to the Securities shall have lapsed, in
accordance with their terms, as amended and in effect from
time to time, such provisions shall no longer be applicable
to the Securities.
3. Restrictive Legend. The undersigned acknowledges
that the Securities issued as of the date hereof in accordance
with this Acceptance shall bear a restrictive legend of the type
set forth in the Stockholders Agreement.
4. Governing Law. This Acceptance shall be governed
by and construed in accordance with the laws of the State of
Nevada, without regard to principles of conflicts of laws.
5. Miscellaneous. This Acceptance (a) may be executed
in counterparts, each of which shall be deemed an original and
all of which shall be deemed one document, (b) may be executed by
facsimile signature, (c) contains the entire agreement between
the undersigned and KFW relating to any acquisition of
Securities, and supersedes all prior agreements or
understandings, oral or written, between the undersigned, on the
one hand, and KFW, KIC or any of their respective affiliates, on
the other hand, relating to such matters, (d) shall inure to the
benefit of and be binding upon the successors and assigns of the
parties hereto and (e) shall not be effective or binding upon KFW
until countersigned below by KFW.
The undersigned has executed this Acceptance as of the
date first set forth above.
Name:___________________________
Address:_________________________
__________________________
__________________________
Social Security or Taxpayer Identification
Number:___________________________
Amount of Investment:_______________
Signature:_________________________
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Agreed to:
Kirkland-Ft. Worth Investment Partners, L.P.
By: Kirkland Investment Corporation, its general partner
By:____________________________
Joel Kirschbaum
President
