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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996
REGISTRATION NO. 333-2799
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ALLIANCE GAMING CORPORATION
(Exact name of registrant as specified in its charter)
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NEVADA 7993 88-0104066
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Identification
Incorporation or Classification Code Number)
Organization) Number)
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4380 BOULDER HIGHWAY
LAS VEGAS, NEVADA
(702) 435-4200
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
JOHN W. ALDERFER
CHIEF FINANCIAL OFFICER
4380 BOULDER HIGHWAY
LAS VEGAS, NEVADA 89121
(702) 435-4200
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
--------------------------
COPIES TO:
LAWRENCE LEDERMAN, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
(212) 530-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
As soon as practicable after this Registration Statement is declared
effective and all other conditions to the Exchange Offer described in the
enclosed prospectus have been satisfied or waived
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
SECURITIES BEING REGISTERED BE REGISTERED PER UNIT (1) PRICE (1) FEE
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7 1/2% Convertible Senior Subordinated
Debentures due 2003........................ $85,000,000 60% $51,000,000 $17,587.00(6)
Common Stock, par value $.10 per share...... (2) -- -- (5)
10% Non-Voting Junior Convertible
Pay-in-Kind Special Stock, Series E, par
value $.10 per share....................... 850,000 shares (3) -- -- (5)
10% Non-Voting Junior Convertible
Pay-in-Kind Special Stock, Series E, par 2,889,822
value $.10 per share....................... shares (4) $100 $288,982,200 $99,649 (6)
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(1) Calculated pursuant to Rule 457(f)(1), based on the average of the bid and
asked price of the Registrant's 7 1/2% Convertible Subordinated Debentures
due 2003, which will be cancelled in the Exchange Offer, on April 23, 1996.
(2) There are being registered hereunder such indeterminate number of shares of
Common Stock as may from time to time be issued upon conversion of the
Debentures being registered hereunder.
(3) Represents the maximum number of shares of Special Stock that may be issued
upon conversion of the Debentures being registered hereunder.
(4) Represents the maximum number of shares of Special Stock that may be issued
as dividends on outstanding shares of Special Stock pursuant to the
pay-in-kind feature of the Special Stock.
(5) Pursuant to Rule 457(i), no registration fee is payable with respect to the
Common Stock or Special Stock since the Common Stock or Special Stock will
be issued for no separate consideration. Common Stock or Special Stock will
be issued only upon the conversion of the Debentures, at an initial
conversion rate of approximately 210 shares of Common Stock per $1,000
principal amount or 10 shares of Special Stock per $1,000 principal amount
(as the case may be) assuming that the Automatic Conversion occurs.
(6) Previously paid.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Company's Articles of Incorporation limits the liability
of the Company's directors and officers. It provides that a director or officer
of the Company will not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director or officer,
except for liability (i) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or (ii) for the payment of
dividends in violation of Section 78.300 of the Nevada General Corporation Law.
It also provides that any repeal or modification of the foregoing provision of
the stockholders of the Company will be prospective only, and will not adversely
affect any limitation on the personal liability of a director or officer of the
Company existing at the time of such repeal or modification.
Section 78.300 of the Nevada General Corporation Law provides:
1. The directors of a corporation shall not make dividends or other
distributions to stockholders except as provided by such section.
2. In case of any willful or grossly negligent violation of the
provisions of such section, the directors under whose administration
the violation occurred, except those who caused their dissent to be entered
upon the minutes of the meeting of the directors at the time, or who not
then being present caused their dissent to be entered on learning of such
action, are jointly and severally liable, at any time within 3 years after
each violation, to the corporation, and, in the event of its dissolution or
insolvency, to its creditors at the time of the violation, or any of them,
to the lesser of the full amount of the dividend made or of any loss
sustained by the corporation by reason of the dividend or other distribution
to stockholders.
Section 78.751 of the Nevada General Corporation Law permits the Registrant
to indemnify its directors and officers as follows:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except any action by or in the right of the corporation, by
reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, has no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been
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adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent
jurisdiction determines, upon application, that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter herein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless offered by a
court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper
in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit
or proceeding;
(c) If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d) If a quorum of directors who were not parties to the act,
suit or proceeding so orders, by independent legal counsel in
a written opinion.
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he
is not entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under
any contract or otherwise by law.
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ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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Exhibit 1.1 -- Form of Dealer Manager Agreement.(24)
2.1 -- Amended and Restated Agreement and Plan of Merger among Alliance, BGII
Acquisition Corp. and BGII, dated as of October 18, 1995. Incorporated by
reference to Annex I to the Registrant's Joint Proxy Statement/Prospectus
dated March 11, 1996.(24)
2.2 -- Mutual Waiver to Agreement and Plan of Merger dated as of April 17, 1996.(24)
2.3 -- Basic Agreement, dated as of October 29, 1993, among United Gaming, Inc., The
Rainbow Casino Corporation, John A. Barrett, Jr. and Leigh Seippel, and
exhibits thereto.(12)
2.4 -- Letter Agreement, dated as of November 5, 1993, among United Gaming, Inc.,
Capital Gaming International, Inc., I.G. Davis, Jr. and John E. Dell, with
exhibits thereto.(14)
2.5 -- Asset Purchase Agreement between Plantation Investments, Inc. and Richards-
Schnack Development Corp. dated April 2, 1990.(1)
2.6 -- First Amendment to Agreement of Purchase and Sale between Plantation
Investments, Inc. and Richards-Schnack Development Corp.(1)
2.7 -- Bill of Sale between Plantation Investments, Inc. and Richards-Schnack
Development Corp.(1)
2.8 -- Consolidation Agreement, dated March 29, 1995 among Alliance, United Gaming
Rainbow, Inc., RCC, RCVP, NGM, HFS, National Gaming Corporation, Rainbow
Development Corporation and Leigh Seippel and John A. Barrett, Jr.(23)
3.1 -- Restated Articles of Incorporation of the Registrant, as amended.(16)
3.2 -- Revised By-Laws of the Registrant.(20)
4.1 -- Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of Special Stock and Qualifications,
Limitations and Restrictions thereof of 15% Non-Voting Special Stock, Series
B, $.10 par value, of Alliance Gaming Corporation. Incorporated by reference
to Annex VII to the Registrant's Form S-4 Reg. No. 333-01527.
4.2 -- Certificate of Designations, Preferences and Relative, Participating,
Optional and Other Special Rights of Special Stock and Qualifications,
Limitations and Restrictions thereof of 11 1/2% Non-Voting Junior Convertible
Pay-in-Kind Special Stock, Series E, par value $.10 per share, of Alliance
Gaming Corporation.(25)
4.3 -- Common Stock Purchase Warrant issued to Alfred H. Wilms upon execution of his
loan commitment with Video Services, Inc.(6)
4.4 -- Indenture, dated as of September 14, 1993, between United Gaming, Inc. and
The Bank of New York, as successor Trustee in respect of Old Convertible
Debentures.(16)
4.5 -- Form of Old Convertible Debenture (included in Exhibit 4.4, above).
4.6 -- Registration Rights Agreement, dated as of September 21, 1993, by and among
United Gaming, Inc., Donaldson Lufkin & Jenrette Securities Corporation,
Oppenheimer & Co., Inc. and L.H. Friend, Weinress & Frankson, Inc.(16)
4.7 -- Form of Indenture by and among Alliance Gaming Corporation and The Bank of
New York in respect of New 7 1/2% Convertible Senior Subordinated Debentures
due 2003, including form thereof.(25)
5.1 -- Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey(24)
5.2 -- Opinion of Milbank, Tweed, Hadley & McCloy(24)
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8 -- Opinion of Milbank, Tweed, Hadley & McCloy(24)
10.1 -- Loan and Warrant Agreement dated March 24, 1992 between United Gaming, Inc.,
Video Services, Inc. and Alfred H. Wilms.(6)
10.2 -- Lease, dated August 3, 1988, as amended April 6, 1989, from Walter Schwartz
to Alliance for Alliance's Corporate headquarters building at 4380 Boulder
Highway, Las Vegas, Nevada.(2)
10.3 -- Employment Agreement between United Gaming, Inc. and Ira S. Levine.(13)
10.4 -- Amendment to Employment Agreement between United Gaming, Inc. and Ira S.
Levine.(21)
10.5 -- Employment Agreement between United Gaming, Inc. and John W. Alderfer.(13)
10.6 -- Amendment to Employment Agreement between United Gaming, Inc. and John W.
Alderfer.(20)
10.7 -- Letter Agreement dated June 25, 1993 among United Gaming, Inc. and
Kirkland-Ft. Worth Investment Partners, L.P., Kirkland Investment Corporation
and, as to certain provisions, Alfred H. Wilms, including Exhibit A (Form of
Securities Purchase Agreement), Exhibit B (Form of Stockholders Agreement),
Exhibit C (Form of Certificate of Designations of Non-Voting Junior
Convertible Special Stock), Exhibit D (Form of Warrant Agreement), and
Exhibit E (Form of press release) thereto.(7)
10.8 -- Advisory Agreement, dated June 25, 1993 among United Gaming, Inc., Gaming
Systems Advisors, L.P. and, as to certain provisions, Mr. Alfred H. Wilms,
including Exhibit A (Form of Warrant Agreement) and Exhibit B (Form of press
release) thereto.(7)
10.9 -- United Gaming, Inc. 1991 Long-Term Incentive Stock Option Plan (10)
10.10 -- Gaming and Technology, Inc. 1984 Employee Stock Option Plan (11)
10.11 -- Agreement, dated as of September 14, 1993, by and among United Gaming, Inc.,
Kirkland-Ft. Worth Investment Partners, L.P., Kirkland Investment
Corporation, Gaming Systems Advisors, L.P. and Alfred H. Wilms.(8)
10.12 -- Warrant Agreement, dated as of September 21, 1993, by and between United
Gaming, Inc. and Kirkland-Ft. Worth Investment Partners, L.P. relating to
warrants to purchase 2.75 million shares of Common Stock.(8)
10.13 -- Warrant Agreement, dated as of September 21, 1993, by and between United
Gaming, Inc. and Gaming Systems Advisors, L.P. relating to warrants to
purchase 1.25 million shares of Common Stock.(8)
10.14 -- Stockholders Agreement, dated as of September 21, 1993, by and among United
Gaming, Inc., Kirkland-Ft. Worth Investment Partners, L.P., Kirkland
Investment Corporation, Gaming Systems Advisors, L.P. and Alfred H. Wilms.(8)
10.15 -- Amendment to Stockholders Agreement dated as of October 20, 1994.(16)
10.16 -- Selling Stockholder Letter Agreement dated as of March 20, 1995.(22)
10.17 -- Securities Purchase Agreement, dated as of September 21, 1993, by and among
United Gaming, Inc., Kirkland-Ft. Worth Investment Partners, L.P. and
Kirkland Investment Corporation.(8)
10.18 -- Confidential Separation and Consulting Agreement with Carole A. Carter
(including mutual release) dated July 15, 1993.(9)
10.19 -- Executive Severance Agreement with Shannon L. Bybee dated July 15, 1993.(9)
10.20 -- Amendment to Executive Severance Agreement with Shannon L. Bybee dated July
15, 1993.(20)
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10.21 -- Secured Promissory Note, dated as of October 29, 1993, from John A. Barrett,
Jr. and Leigh Seippel to United Gaming, Inc.(12)
10.22 -- Escrow Agreement, dated as of October 29, 1993, among United Gaming, Inc.,
The Rainbow Casino Corporation, John A. Barrett, Jr., Leigh Seippel and
Butler, Snow, O'Mara, Stevens & Cannada.(12)
10.23 -- Pledge Agreement, dated as of October 29, 1993, among United Gaming, Inc.(as
secured party) and The Rainbow Casino Corporation, John A. Barrett, Jr. and
Leigh Seippel (as pledgors).(12)
10.24 -- Management Agreement, dated as of October 29, 1993, among Rainbow Casino-
Vicksburg Partnership, L.P., The Rainbow Casino Corporation and Mississippi
Ventures, Inc., as manager.(12)
10.25 -- Letter Agreement, dated as of December 10, 1993, among United Gaming, Inc.,
Capital Gaming International, Inc. and I.G.Davis, Jr.(15)
10.26 -- Loan and Security Agreement, dated as of August 2, 1993, between United
Gaming, Inc., Alfred H. Wilms and Video Services, Inc.(16)
10.27 -- Warrant Agreement, dated as of August 2, 1993, between United Gaming, Inc.
and Alfred H. Wilms.(16)
10.28 -- Common Stock Purchase Warrant, dated as of September 21, 1993, between United
Gaming, Inc. and Donaldson, Lufkin & Jenrette Securities Corporation.(16)
10.29 -- Common Stock Purchase Warrant, dated as of September 21, 1993, between United
Gaming, Inc. and Oppenheimer & Co. Inc.(16)
10.30 -- Common Stock Purchase Warrant, dated as of September 21, 1993, between United
Gaming, Inc. and L.H. Friend, Weinress & Frankson, Inc.(16)
10.31 -- Common Stock Purchase Warrant, dated as of September 21, 1993, between United
Gaming, Inc. and Donaldson, Lufkin & Jenrette Securities Corporation.(16)
10.32 -- Consulting Agreement, dated as of November 8, 1993, between David A.
Scheinman and United Gaming, Inc.(16)
10.33 -- Letter Agreement, dated as of March 3, 1994, by and among United Native
American Gaming, Inc., USA Gaming of Native America, Inc., USA Gaming, Inc.
and others.(17)
10.34 -- Letter Agreement, dated as of February 25, 1994, among United Gaming, Inc.,
The Rainbow Casino Corporation, John A. Barrett, Jr. and Leigh Seippel.(18)
10.35 -- Letter Agreement, dated as of June 29, 1994, among United Gaming, Inc., The
Rainbow Casino Corporation, John A. Barrett, Jr. and Leigh Seippel, consented
to by HFS Gaming Corporation.(19)
10.36 -- Letter Agreement, dated as of July 16, 1994, among United Gaming, Inc., The
Rainbow Casino Corporation, John A. Barrett, Jr. and Leigh Seippel, consented
to by HFS Gaming Corporation.(19)
10.37 -- Second Amendment to Casino Financing Agreement, dated as of August 11, 1994,
among United Gaming, Inc., United Gaming Rainbow, Inc., Rainbow Casino-
Vicksburg Partnership, L.P., The Rainbow Casino Corporation, John A. Barrett,
Jr., Leigh Seippel and HFS Gaming Corporation.(19)
10.38 -- Partnership Agreement of Rainbow Casino-Vicksburg Partnership, L.P., dated as
of July 8, 1994.(19)
10.39 -- Second Amended and Restated Agreement of Limited Partnership, dated March 29,
1995, between United Gaming Rainbow and RCC.(23)
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10.40 -- Promissory Note, dated as of July 16, 1994, from United Gaming Rainbow, Inc.
to The Rainbow Casino Corporation.(19)
10.41 -- Pledge Agreement, dated as of July 16, 1994, from United Gaming Rainbow, Inc.
to The Rainbow Casino Corporation.(19)
10.42 -- Promissory Note, dated as of July 16, 1994, from John A. Barrett, Jr. and
Leigh Seippel to United Gaming, Inc.(19)
10.43 -- Escrow Agreement, dated as of August 11, 1994, among United Gaming Rainbow,
Inc., The Rainbow Casino Corporation, John A. Barrett, Jr., Leigh Seippel and
Butler, Snow, O'Mara, Stevens & Cannada, together with Agreement dated
February 7, 1994, as amended July 11, 1994 between Rainbow Casino-Vicksburg
Partnership, L.P. and the City of Vicksburg, Mississippi.(19)
10.44 -- Employment Agreement between United Gaming, Inc. and Johnann McIlwain.(20)
10.45 -- Settlement Agreement, dated December 4, 1994, by and among Alliance, United
Gaming of Iowa, Inc., GDREC and Joseph and Paula Zwack.(16)
10.46 -- Employment Agreement, dated August 15, 1994, between Alliance and Steve
Greathouse.(22)
10.47 -- Warrant Agreement, dated August 15, 1994, between Alliance and Steve
Greathouse.(22)
10.48 -- Agreement, dated September 1, 1994, between Alliance and Craig Fields(22)
10.49 -- Warrant Agreement, dated September 1, 1994, between Alliance and Craig
Fields.(22)
10.50 -- Agreement, dated March 20, 1995, between Alliance and Joel Kirschbaum.(22)
10.51 -- Letter Agreement, dated March 29, 1995, among United Gaming Rainbow, RCC,
Leigh Seippel, John A. Barrett, Jr. and Butler, Snow, O'Mara, Stevens &
Cannada.(23)
10.52 -- Class A Note Payable, dated March 29, 1995, issued by RCVP to United Gaming
Rainbow.(23)
10.53 -- Class B Note Payable, dated March 29, 1995, issued by RCVP to United Gaming
Rainbow.(23)
10.54 -- Class B Note Payable, dated March 29, 1995, issued by RCVP to National Gaming
Mississippi, Inc.(23)
10.55 -- Release, dated March 29, 1995, by United Gaming Rainbow and Alliance and
their affiliates of RCC, Rainbow Development Corporation, John A. Barrett,
Jr. and Leigh Seippel and their affiliates (other than RCVP).(23)
10.56 -- Release, dated March 29, 1995, by RCC, Rainbow Development Corporation, John
A. Barrett, Jr. and Leigh Seippel and their affiliates (other than RCVP) of
United Gaming Rainbow and Alliance and their affiliates.(23)
12. -- Ratio of Earnings to Combined Fixed Charges(24)
21.1 -- Consent of Schreck, Jones, Bernhard, Woloson & Godfrey (included in Exhibit
5.1).
21.2 -- Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibits 5.2 and 8).
23.1 -- Consent of KPMG Peat Marwick LLP.(24)
23.2 -- Consent of Coopers & Lybrand L.L.P.(24)
24 -- Power of Attorney.(24)
25 -- Statement of eligibility and qualification of The Bank of New York designated
to act as trustee on Form T-1.(24)
99.1 -- Form of Letter of Transmittal(24)
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99.2 -- Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9.(24)
99.3 -- Form of Letter from Alliance Gaming Corporation to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.(24)
99.4 -- Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees to their Clients.(24)
99.5 -- Form of Notice of Guaranteed Delivery.(24)
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(1) Incorporated by reference to the Registrant's Form 8-K dated April 9, 1990
as amended.
(2) Incorporated by reference to the Registrant's Form 10-K for the year ended
June 30, 1989.
(3) Incorporated by reference to the Registrant's Form 10-K for the year ended
June 30, 1990.
(4) Incorporated by reference to the Registrant's Form 10-Q for the quarter
ended September 30, 1990.
(5) Incorporated by reference to the Registrant's Form 10-K for the year ended
June 30, 1991.
(6) Incorporated by reference to the Registrant's Form 8-K dated March 31, 1992.
(7) Incorporated by reference to the Registrant's Form 8-K dated June 25, 1993.
(8) Incorporated by reference to the Registrant's Form 8-K dated September 21,
1993.
(9) Incorporated by reference to the Registrant's Form 10-Q dated September 30,
1993.
(10)Incorporated by reference to the Registrant's Form S-8 Reg. Nos. 33-45811
and 33-75308.
(11)Incorporated by reference to the Registrant's Form S-8 Reg. No. 2-98777.
(12)Incorporated by reference to the Registrant's Form 8-K dated October 29,
1993.
(13)Incorporated by reference to the Registrant's Form 10-Q for the quarter
ended March 31, 1993.
(14)Incorporated by reference to the Registrant's Form 8-K dated November 5,
1993.
(15)Incorporated by reference to the Registrant's Form 8-K dated December 10,
1993.
(16)Incorporated by reference to the Registrant's Form S-2 Reg. No. 33-72990 and
subsequent amendments thereto.
(17)Incorporated by reference to the Registrant's Form 8-K dated March 7, 1994.
(18)Incorporated by reference to the Registrant's Form 8-K dated March 15, 1994.
(19)Incorporated by reference to the Registrant's Form 8-K dated August 11,
1994.
(20)Incorporated by reference to the Registrant's Form 10-K for the year ended
June 30, 1994.
(21)Incorporated by reference to the Registrant's Form 10-Q for the quarter
ended September 30, 1994.
(22)Incorporated by reference to the Registrant's Form S-3 Reg. No. 33-58233.
(23)Incorporated by reference to the Registrant's Form 8-K dated March 29, 1995.
(24)Previously filed.
(25)Incorporated by reference to the Registrant's Amendment No. 1 to Schedule
13E-4 filed with the Commission on May 23, 1996.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
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The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions set forth in response to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Alliance Gaming
Corporation has duly caused this amendment to registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on May 23, 1996.
ALLIANCE GAMING CORPORATION
By: /s/ JOHN W. ALDERFER
-----------------------------------
John W. Alderfer
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment has been signed by the following persons in
the capacities and the dates indicated.
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<C> <S> <C>
SIGNATURE TITLE DATE
- ------------------------------------------------------ ---------------------------------------- ---------------
STEVE GREATHOUSE* Chairman of the Board of May 23, 1996
------------------------------------------- Directors, President and
Steve Greathouse Chief Executive Officer
(Principal Executive Officer)
Senior Vice President May 23, 1996
------------------------------------------- Treasurer and Chief
John W. Alderfer Financial Officer (Principal
Financial and Accounting
Officer)
ANTHONY DICESARE* Director and Executive May 23, 1996
------------------------------------------- Vice President
Anthony DiCesare
DR. CRAIG FIELDS* Director (Vice Chairman May 23, 1996
------------------------------------------- of the Board)
Dr. Craig Fields
JOEL KIRSCHBAUM* Director May 23, 1996
-------------------------------------------
Joel Kirschbaum
ALFRED H. WILMS* Director May 23, 1996
-------------------------------------------
Alfred H. Wilms
DAVID ROBBINS* Director May 23, 1996
-------------------------------------------
David Robbins
*By: JOHN W. ALDERFER
--------------------------------------
John W. Alderfer
ATTORNEY-IN-FACT
</TABLE>
II-9
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBITS PAGE
- ----------- ---------
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1.1 --Form of Dealer Manager Agreement.(24)
2.1 --Amended and Restated Agreement and Plan of Merger among Alliance, BGII Acquisition Corp. and
BGII, dated as of October 18, 1995. Incorporated by reference to Annex I to the Registrant's
Joint Proxy Statement/Prospectus dated March 11, 1996.(24)
2.2 --Mutual Waiver to Agreement and Plan of Merger dated as of April 17, 1996.(24)
2.3 --Basic Agreement, dated as of October 29, 1993, among United Gaming, Inc., The Rainbow Casino
Corporation, John A. Barrett, Jr. and Leigh Seippel, and exhibits thereto.(12)
2.4 --Letter Agreement, dated as of November 5, 1993, among United Gaming, Inc., Capital Gaming
International, Inc., I.G. Davis, Jr. and John E. Dell, with exhibits thereto.(14)
2.5 --Asset Purchase Agreement between Plantation Investments, Inc. and Richards-Schnack Development
Corp. dated April 2, 1990.(1)
2.6 --First Amendment to Agreement of Purchase and Sale between Plantation Investments, Inc. and
Richards-Schnack Development Corp.(1)
2.7 --Bill of Sale between Plantation Investments, Inc. and Richards-Schnack Development Corp.(1)
2.8 --Consolidation Agreement, dated March 29, 1995 among Alliance, United Gaming Rainbow, Inc., RCC,
RCVP, NGM, HFS, National Gaming Corporation, Rainbow Development Corporation and Leigh Seippel
and John A. Barrett, Jr.(23)
3.1 --Restated Articles of Incorporation of the Registrant, as amended.(16)
3.2 --Revised By-Laws of the Registrant.(20)
4.1 --Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special
Rights of Special Stock and Qualifications, Limitations and Restrictions thereof of 15%
Non-Voting Special Stock, Series B, $.10 par value, of Alliance Gaming Corporation. Incorporated
by reference to Annex VII to the Registrant's Form S-4 Reg. No. 333-01527.
4.2 --Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special
Rights of Special Stock and Qualifications, Limitations and Restrictions thereof of 11 1/2%
Non-Voting Junior Convertible Pay-in-Kind Special Stock, Series E, par value $.10 per share, of
Alliance Gaming Corporation.(25)
4.3 --Common Stock Purchase Warrant issued to Alfred H. Wilms upon execution of his loan commitment
with Video Services, Inc.(6)
4.4 --Indenture, dated as of September 14, 1993, between United Gaming, Inc. and The Bank of New York,
as successor Trustee in respect of Old Convertible Debentures.(16)
4.5 --Form of Old Convertible Debenture (included in Exhibit 4.4, above).
4.6 --Registration Rights Agreement, dated as of September 21, 1993, by and among United Gaming, Inc.,
Donaldson Lufkin & Jenrette Securities Corporation, Oppenheimer & Co., Inc. and L.H. Friend,
Weinress & Frankson, Inc.(16)
4.7 --Form of Indenture by and among Alliance Gaming Corporation and The Bank of New York in respect of
New 7 1/2% Convertible Senior Subordinated Debentures due 2003, including form thereof.(25)
5.1 --Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey(24)
5.2 --Opinion of Milbank, Tweed, Hadley & McCloy(24)
8 --Opinion of Milbank, Tweed, Hadley & McCloy(24)
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<PAGE>
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10.1 --Loan and Warrant Agreement dated March 24, 1992 between United Gaming, Inc., Video Services, Inc.
and Alfred H. Wilms.(6)
10.2 --Lease, dated August 3, 1988, as amended April 6, 1989, from Walter Schwartz to Alliance for
Alliance's Corporate headquarters building at 4380 Boulder Highway, Las Vegas, Nevada.(2)
10.3 --Employment Agreement between United Gaming, Inc. and Ira S. Levine.(13)
10.4 --Amendment to Employment Agreement between United Gaming, Inc. and Ira S. Levine.(21)
10.5 --Employment Agreement between United Gaming, Inc. and John W. Alderfer.(13)
10.6 --Amendment to Employment Agreement between United Gaming, Inc. and John W. Alderfer.(20)
10.7 --Letter Agreement dated June 25, 1993 among United Gaming, Inc. and Kirkland-Ft. Worth Investment
Partners, L.P., Kirkland Investment Corporation and, as to certain provisions, Alfred H. Wilms,
including Exhibit A (Form of Securities Purchase Agreement), Exhibit B (Form of Stockholders
Agreement), Exhibit C (Form of Certificate of Designations of Non-Voting Junior Convertible
Special Stock), Exhibit D (Form of Warrant Agreement), and Exhibit E (Form of press release)
thereto.(7)
10.8 --Advisory Agreement, dated June 25, 1993 among United Gaming, Inc., Gaming Systems Advisors, L.P.
and, as to certain provisions, Mr. Alfred H. Wilms, including Exhibit A (Form of Warrant
Agreement) and Exhibit B (Form of press release) thereto.(7)
10.9 --United Gaming, Inc. 1991 Long-Term Incentive Stock Option Plan (10)
10.10 --Gaming and Technology, Inc. 1984 Employee Stock Option Plan (11)
10.11 --Agreement, dated as of September 14, 1993, by and among United Gaming, Inc., Kirkland-Ft. Worth
Investment Partners, L.P., Kirkland Investment Corporation, Gaming Systems Advisors, L.P. and
Alfred H. Wilms.(8)
10.12 --Warrant Agreement, dated as of September 21, 1993, by and between United Gaming, Inc. and
Kirkland-Ft. Worth Investment Partners, L.P. relating to warrants to purchase 2.75 million shares
of Common Stock.(8)
10.13 --Warrant Agreement, dated as of September 21, 1993, by and between United Gaming, Inc. and Gaming
Systems Advisors, L.P. relating to warrants to purchase 1.25 million shares of Common Stock.(8)
10.14 --Stockholders Agreement, dated as of September 21, 1993, by and among United Gaming, Inc.,
Kirkland-Ft. Worth Investment Partners, L.P., Kirkland Investment Corporation, Gaming Systems
Advisors, L.P. and Alfred H. Wilms.(8)
10.15 --Amendment to Stockholders Agreement dated as of October 20, 1994.(16)
10.16 --Selling Stockholder Letter Agreement dated as of March 20, 1995.(22)
10.17 --Securities Purchase Agreement, dated as of September 21, 1993, by and among United Gaming, Inc.,
Kirkland-Ft. Worth Investment Partners, L.P. and Kirkland Investment Corporation.(8)
10.18 --Confidential Separation and Consulting Agreement with Carole A. Carter (including mutual release)
dated July 15, 1993.(9)
10.19 --Executive Severance Agreement with Shannon L. Bybee dated July 15, 1993.(9)
10.20 --Amendment to Executive Severance Agreement with Shannon L. Bybee dated July 15, 1993.(20)
10.21 --Secured Promissory Note, dated as of October 29, 1993, from John A. Barrett, Jr. and Leigh
Seippel to United Gaming, Inc.(12)
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<PAGE>
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10.22 --Escrow Agreement, dated as of October 29, 1993, among United Gaming, Inc., The Rainbow Casino
Corporation, John A. Barrett, Jr., Leigh Seippel and Butler, Snow, O'Mara, Stevens & Cannada.(12)
10.23 --Pledge Agreement, dated as of October 29, 1993, among United Gaming, Inc.(as secured party) and
The Rainbow Casino Corporation, John A. Barrett, Jr. and Leigh Seippel (as pledgors).(12)
10.24 --Management Agreement, dated as of October 29, 1993, among Rainbow Casino-Vicksburg Partnership,
L.P., The Rainbow Casino Corporation and Mississippi Ventures, Inc., as manager.(12)
10.25 --Letter Agreement, dated as of December 10, 1993, among United Gaming, Inc., Capital Gaming
International, Inc. and I.G.Davis, Jr.(15)
10.26 --Loan and Security Agreement, dated as of August 2, 1993, between United Gaming, Inc., Alfred H.
Wilms and Video Services, Inc.(16)
10.27 --Warrant Agreement, dated as of August 2, 1993, between United Gaming, Inc. and Alfred H.
Wilms.(16)
10.28 --Common Stock Purchase Warrant, dated as of September 21, 1993, between United Gaming, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation.(16)
10.29 --Common Stock Purchase Warrant, dated as of September 21, 1993, between United Gaming, Inc. and
Oppenheimer & Co. Inc.(16)
10.30 --Common Stock Purchase Warrant, dated as of September 21, 1993, between United Gaming, Inc. and
L.H. Friend, Weinress & Frankson, Inc.(16)
10.31 --Common Stock Purchase Warrant, dated as of September 21, 1993, between United Gaming, Inc. and
Donaldson, Lufkin & Jenrette Securities Corporation.(16)
10.32 --Consulting Agreement, dated as of November 8, 1993, between David A. Scheinman and United Gaming,
Inc.(16)
10.33 --Letter Agreement, dated as of March 3, 1994, by and among United Native American Gaming, Inc.,
USA Gaming of Native America, Inc., USA Gaming, Inc. and others.(17)
10.34 --Letter Agreement, dated as of February 25, 1994, among United Gaming, Inc., The Rainbow Casino
Corporation, John A. Barrett, Jr. and Leigh Seippel.(18)
10.35 --Letter Agreement, dated as of June 29, 1994, among United Gaming, Inc., The Rainbow Casino
Corporation, John A. Barrett, Jr. and Leigh Seippel, consented to by HFS Gaming Corporation.(19)
10.36 --Letter Agreement, dated as of July 16, 1994, among United Gaming, Inc., The Rainbow Casino
Corporation, John A. Barrett, Jr. and Leigh Seippel, consented to by HFS Gaming Corporation.(19)
10.37 --Second Amendment to Casino Financing Agreement, dated as of August 11, 1994, among United Gaming,
Inc., United Gaming Rainbow, Inc., Rainbow Casino-Vicksburg Partnership, L.P., The Rainbow Casino
Corporation, John A. Barrett, Jr., Leigh Seippel and HFS Gaming Corporation.(19)
10.38 --Partnership Agreement of Rainbow Casino-Vicksburg Partnership, L.P., dated as of July 8,
1994.(19)
10.39 --Second Amended and Restated Agreement of Limited Partnership, dated March 29, 1995, between
United Gaming Rainbow and RCC.(23)
10.40 --Promissory Note, dated as of July 16, 1994, from United Gaming Rainbow, Inc. to The Rainbow
Casino Corporation.(19)
10.41 --Pledge Agreement, dated as of July 16, 1994, from United Gaming Rainbow, Inc. to The Rainbow
Casino Corporation.(19)
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<PAGE>
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10.42 --Promissory Note, dated as of July 16, 1994, from John A. Barrett, Jr. and Leigh Seippel to United
Gaming, Inc.(19)
10.43 --Escrow Agreement, dated as of August 11, 1994, among United Gaming Rainbow, Inc., The Rainbow
Casino Corporation, John A. Barrett, Jr., Leigh Seippel and Butler, Snow, O'Mara, Stevens &
Cannada, together with Agreement dated February 7, 1994, as amended July 11, 1994 between Rainbow
Casino-Vicksburg Partnership, L.P. and the City of Vicksburg, Mississippi.(19)
10.44 --Employment Agreement between United Gaming, Inc. and Johnann McIlwain.(20)
10.45 --Settlement Agreement, dated December 4, 1994, by and among Alliance, United Gaming of Iowa, Inc.,
GDREC and Joseph and Paula Zwack.(16)
10.46 --Employment Agreement, dated August 15, 1994, between Alliance and Steve Greathouse.(22)
10.47 --Warrant Agreement, dated August 15, 1994, between Alliance and Steve Greathouse.(22)
10.48 --Agreement, dated September 1, 1994, between Alliance and Craig Fields(22)
10.49 --Warrant Agreement, dated September 1, 1994, between Alliance and Craig Fields.(22)
10.50 --Agreement, dated March 20, 1995, between Alliance and Joel Kirschbaum.(22)
10.51 --Letter Agreement, dated March 29, 1995, among United Gaming Rainbow, RCC, Leigh Seippel, John A.
Barrett, Jr. and Butler, Snow, O'Mara, Stevens & Cannada.(23)
10.52 --Class A Note Payable, dated March 29, 1995, issued by RCVP to United Gaming Rainbow.(23)
10.53 --Class B Note Payable, dated March 29, 1995, issued by RCVP to United Gaming Rainbow.(23)
10.54 --Class B Note Payable, dated March 29, 1995, issued by RCVP to National Gaming Mississippi,
Inc.(23)
10.55 --Release, dated March 29, 1995, by United Gaming Rainbow and Alliance and their affiliates of RCC,
Rainbow Development Corporation, John A. Barrett, Jr. and Leigh Seippel and their affiliates
(other than RCVP).(23)
10.56 --Release, dated March 29, 1995, by RCC, Rainbow Development Corporation, John A. Barrett, Jr. and
Leigh Seippel and their affiliates (other than RCVP) of United Gaming Rainbow and Alliance and
their affiliates.(23)
12. --Ratio of Earnings to Combined Fixed Charges.(24)
21.1 --Consent of Schreck, Jones, Bernhard, Woloson & Godfrey (included in Exhibit 5.1).
21.2 --Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibits 5.2 and 8).
23.1 --Consent of KPMG Peat Marwick LLP.(24)
23.2 --Consent of Coopers & Lybrand L.L.P.(24)
24 --Power of Attorney.(24)
25 --Statement of eligibility and qualification of The Bank of New York designated to act as trustee
on Form T-1.(24)
99.1 --Form of Letter of Transmittal.(24)
99.2 --Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.(24)
99.3 --Form of Letter from Alliance Gaming Corporation to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.(24)
99.4 --Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to
their Clients.(24)
99.5 --Form of Notice of Guaranteed Delivery.(24)
</TABLE>
<PAGE>
- ------------------------
(1) Incorporated by reference to the Registrant's Form 8-K dated April 9, 1990
as amended.
(2) Incorporated by reference to the Registrant's Form 10-K for the year ended
June 30, 1989.
(3) Incorporated by reference to the Registrant's Form 10-K for the year ended
June 30, 1990.
(4) Incorporated by reference to the Registrant's Form 10-Q for the quarter
ended September 30, 1990.
(5) Incorporated by reference to the Registrant's Form 10-K for the year ended
June 30, 1991.
(6) Incorporated by reference to the Registrant's Form 8-K dated March 31, 1992.
(7) Incorporated by reference to the Registrant's Form 8-K dated June 25, 1993.
(8) Incorporated by reference to the Registrant's Form 8-K dated September 21,
1993.
(9) Incorporated by reference to the Registrant's Form 10-Q dated September 30,
1993.
(10)Incorporated by reference to the Registrant's Form S-8 Reg. Nos. 33-45811
and 33-75308.
(11)Incorporated by reference to the Registrant's Form S-8 Reg. No. 2-98777.
(12)Incorporated by reference to the Registrant's Form 8-K dated October 29,
1993.
(13)Incorporated by reference to the Registrant's Form 10-Q for the quarter
ended March 31, 1993.
(14)Incorporated by reference to the Registrant's Form 8-K dated November 5,
1993.
(15)Incorporated by reference to the Registrant's Form 8-K dated December 10,
1993.
(16)Incorporated by reference to the Registrant's Form S-2 Reg. No. 33-72990 and
subsequent amendments thereto.
(17)Incorporated by reference to the Registrant's Form 8-K dated March 7, 1994.
(18)Incorporated by reference to the Registrant's Form 8-K dated March 15, 1994.
(19)Incorporated by reference to the Registrant's Form 8-K dated August 11,
1994.
(20)Incorporated by reference to the Registrant's Form 10-K for the year ended
June 30, 1994.
(21)Incorporated by reference to the Registrant's Form 10-Q for the quarter
ended September 30, 1994.
(22)Incorporated by reference to the Registrant's Form S-3 Reg. No. 33-58233.
(23)Incorporated by reference to the Registrant's Form 8-K dated March 29, 1995.
(24)Previously filed.
(25)Incorporated by reference to the Registrant's Amendment No. 1 to Schedule
13E-4 filed with the Commission on May 23, 1996.
