UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended June 30, 1996
Commission File Number 0-4281
ALLIANCE GAMING CORPORATION
(Exact name of registrant as specified in its charter)
NEVADA 88-0104066
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
6601 S. Bermuda Rd
Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (702) 270-7600
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 par value
15% Non-Voting Senior Pay-in-Kind Special Stock, Series B,
$0.10 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrant was approximately $100,314,000 as
of October 16, 1996.
The number of shares of Common Stock, $0.10 par value,
outstanding as of October 16, 1996 according to the records of
registrant's registrar and transfer agent, was 31,833,640.
GENERAL
Alliance Gaming Corporation ("Alliance", the "Company" or
the "Registrant") hereby amends its Annual Report on Form 10-K
for the fiscal year ended June 30, 1996 by deleting its responses
to Items 10 through 13 contained in its original filing and
replacing such sections with the following:
ITEM 10 . DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The name, age, present principal occupation or employment and
five-year employment history of each of the directors and
executive officers of Alliance as of November 1, 1996 is set
forth below. No director or executive officer is related by
blood, marriage or adoption to any other director or executive
officer.
Name Age Position with the Company
Steve Greathouse 45 Chairman of the Board, President
and Chief Executive Officer
Jacques Andre 59 Director
Anthony DiCesare 33 Director and Executive Vice
President-Development
Craig Fields 50 Vice Chairman of the Board
Joel Kirschbaum 45 Director and Consultant
David Robbins 36 Director
Alfred H. Wilms 51 Director
Hans Kloss 55 President, Bally Gaming, Inc.
Robert Conover 50 President, Bally Systems Division
Shannon L. Bybee 56 Executive Vice President-
Government Affairs and Special
Advisor to the Board of Directors
Scott Schweinfurth 42 Senior Vice President- Chief
Financial Officer and Treasurer
David D. Johnson 44 Senior Vice President, General
Counsel and Secretary
Robert L. Miodunski 45 Senior Vice President- Route
Group (Nevada)
Robert L. Saxton 43 Senior Vice President-Casino
Operations
Johnann F. McIlwain 49 Vice President-Marketing
Robert A. Woodson 46 Vice President-Regulatory
Compliance
The Company's bylaws provide that the Board of Directors
shall consist of no fewer than three or more than nine directors,
with the exact number to be fixed by the Board of Directors. The
Company's bylaws provide that the Board of Directors shall be
divided into three classes as nearly equal in number as possible,
with each class having a term of three years or until their
successors are duly qualified. Pursuant to the Stockholder
Agreement described below, the Board of Directors has fixed the
number of directors at seven.
As contemplated by the Stockholders Agreement dated as of
September 21, 1993 by and among Alliance,Kirkland Investment Corporation("KIC"),
Gaming Systems Advisors, L.P. ("GSA"), Kirkland-Ft. Worth Investment Partners,
L.P., ("KFW") and Mr.Wilms (as amended, the "Stockholders Agreement"), the
Board of Directors of Alliance is to consist of four persons designated by
KIC (currently Messrs. Kirschbaum, DiCesare, Robbins and Andre),
one person designated by Mr. Wilms (Mr. Wilms) and two directors
designated by a majority of the Board of Directors of Alliance
(currently Messrs. Fields and Greathouse). Mr. Wilms is
entitled to attend all meetings of the committees of Alliance's
and its subsidiaries' Boards of Directors. In addition, under the
Stockholders Agreement, Mr. Wilms is contractually obligated
until September 21, 1997 to vote his shares of Common Stock in
favor of the four nominees of KIC to the Alliance Board of
Directors.
The following table sets forth the names of, and certain
information with respect to, the terms of the directors:
Director Term
Since Expires
Jacques Andre 1996 1998
Anthony DiCesare (2)(3) 1994 1996 (5)
Dr. Craig Fields(2) 1994 1997
Steve Greathouse 1994 1997
Joel Kirschbaum(3) 1994 1996 (5)
David Robbins (1)(4) 1994 1998
Alfred H. Wilms (1)(2)(3)(4) 1983 1997
______________
(1) Member of the Audit Committee
(2) Member of the Executive Committee
(3) Member of the Nominating Committee
(4) Member of the Compensation Committee
(5) The terms for these directors end at the next regularly scheduled Annual
Meeting, at which time they can be nominated for a new
term. The Company expects that this meeting will take place during the first
half of 1997.
Steve Greathouse joined Alliance as President and Chief
Executive Officer in August 1994, was appointed a director in
October 1994, and became Chairman of the Board in March 1995.
Mr. Greathouse, who has held various positions in the gaming
industry since 1974, most recently served as the President of the
Harrah's Casino Hotels Division of The Promus Companies
Incorporated from September 1993 to July 1994. In this position,
Mr. Greathouse had responsibility for Harrah's resorts in Las
Vegas, Laughlin, Reno, Lake Tahoe and Atlantic City. From
July 1991 to September 1993, Mr. Greathouse served as President
and (from 1990) Chief Operating Officer of Harrah's Southern
Nevada, overseeing the operations of Harrah's Las Vegas and
Harrah's Laughlin. From 1990 to July 1991, Mr. Greathouse served
as Executive Vice President of Harrah's Southern Nevada.
Mr. Greathouse is an active member and has served as the Chairman
of the Board of the Nevada Resort Association and is Chairman of the Board
and serves on the Executive Committee of United Way of Southern Nevada. He
has also served as a member of the Board of Directors of the Las Vegas
Convention and Visitors Authority and on the Executive Committee
of the Nevada Development Authority. Mr. Greathouse has tendered
his resignation to the Company which will be effective as of
December 31, 1996.
Jacques P. Andre was appointed a director in August 1996. Mr.
Andre has been a partner with Paul Ray Berndtson, an
international executive search firm, from 1975 to the present.
He also serves on its Board of Directors. From 1965 to 1975, he
was consultant with Ernst & Young (then Ernst & Ernst).
Anthony L. DiCesare was employed by KIC, a private investment
management company,from April 1991 to July 1994 and joined Alliance as
Executive Vice President-Development and as a director in July 1994. Prior
to that time and following his graduation from business school in
1989, he was employed as an associate at Wasserstein, Perella &
Co., Inc. from September 1989 to April 1991, where he worked in
the Mergers and Acquisitions group.
Dr. Craig Fields was appointed a director and Vice Chairman of
the Board in October 1994 . Dr. Fields was employed by the U.S.
Department of Defense Advanced Research Projects Agency ("ARPA")
from 1974 to 1990. He joined the Microelectronics and Computer
Technology Corporation ("MCC") in 1990 as President and later
became Chairman and CEO. He left MCC in 1994, and serves as
director of two publicly-traded corporations in addition to the
Company, Ensco, Inc. and Projectavision, Inc.
Joel Kirschbaum was appointed a director in July 1994 and
served as Chairman of the Board from July 1994 to March 1995 and
is a consultant to the Company. Mr. Kirschbaum is the sole
stockholder, director and officer of KIC, which is the sole
general partner in KFW, and of GSA, Inc. ("GSI"), which is the sole
general partner in GSA. He has been engaged in operating the businesses of
KIC and KFW since January 1991 when KIC and KFW were established, and GSI
and GSA since June 1993. Prior to that time, he worked at Goldman,
Sachs & Co. for 13 years, during the last six of which he was a
General Partner. When he established KIC and KFW, Mr. Kirschbaum
resigned his general partnership interest in Goldman, Sachs & Co.
and became a limited partner. Mr. Kirschbaum resigned his limited
partnership interest in Goldman, Sachs & Co. in November 1993.
David Robbins was appointed a director in July 1994.
Mr. Robbins has been an attorney with O'Sullivan, Graev &
Karabell, LLP from September 1995 to the present. From May 1993
to September 1995, Mr. Robbins was an attorney with Kramer,
Levin, Naftalis, Kamin & Frankel. From September 1984 to
May 1993, Mr. Robbins was an attorney with Cahill Gordon &
Reindel.
Alfred H. Wilms has served as a director of Alliance since
November 1983. He served as Chief Executive Officer of Alliance
from December 1984 to July 1994 and as Chairman of the Board of
Alliance from August 1986 to July 1994. From 1976 through 1989,
Mr. Wilms served as President of Wilms Distributing Company, Inc.
and Wilms Export Company, N.V., a Belgian company engaged in the
distribution of amusement and gaming equipment. From 1971 through
1976, Mr. Wilms held various positions with Bally Continental,
including positions in research and development, marketing,
sales, gaming operation and management, and, from 1974 through
1979, he served as a director of Bally Manufacturing Corp.
Mr. Wilms is currently President and a director of Aqualandia,
the largest waterpark in Europe; President and a director of
Gibsa, a real estate company located in Spain; and a director of
Jardin Parks, a real estate company located in Spain. Mr. Wilms
is a citizen and resident of Belgium.
Hans Kloss joined Alliance in June 1996 as President and Chief Operating
Officer of Bally Gaming, Inc. and Co-Managing Director of Bally Wulff
Automaten and Bally Wulff Vertriebs and Managing Director of Alliance
Automaten GmbH & Co. KG. Prior to joining the Company, Mr. Kloss
had been a director of BGII since August 1991 and President and
Chief Operating Officer of BGII since May 1993. Mr. Kloss had
been the Managing Director of BGII's German subsidiaries, Bally
Wulff Automaten and Bally Wulff Vertriebs, since 1981 and has
been employed by those companies since 1970
Robert Conover joined Alliance in June 1996 as President of Bally Systems
division of Bally Gaming, Inc. Prior to joining the Company, Mr. Conover served
as the President of Bally Systems and has held that position since November
1990. Mr. Conover also serves as Vice President and Chief Information
Officer of Bally Entertainment Corporation ("BEC") and has served as such
since December 1992. Mr. Conover is also Senior Vice President in charge of
Management Information Systems Operations at the BEC subsidiaries that
operate casino hotels, and has held that position since 1983.
Shannon L. Bybee joined Alliance in July 1993 and served as
President and Chief Operating Officer until July 1994. In
July 1994, Mr. Bybee assumed the roles of Executive Vice
President-Government Affairs and Special Advisor to the Board of
Directors and also took a position as Associate Professor with
the William F. Harrah College of Hotel Administration and the
UNLV International Gaming Institute at the University of Nevada,
Las Vegas. Mr. Bybee currently serves as a member of the board of
directors of The Claridge Hotel and Casino Corporation, a
position he has held since August 1988. Prior to his association
with Alliance, Mr. Bybee had served as Chief Executive Officer of
The Claridge Hotel and Casino Corporation from August 1989 to
July 1993. From 1983 to 1987 Mr. Bybee served as Senior Vice
President and from 1978 to 1981 as Vice President of Golden
Nugget, Inc. (now Mirage Resorts, Inc.).
Scott Schweinfurth joined Alliance in June 1996 as Senior Vice
President, Chief Financial Officer and Treasurer. Prior to
joining the Company, Mr. Schweinfurth had served as the Senior
Vice President, Chief Financial Officer and Treasurer of BGII .
since March 1995. Prior to joining BGII, Mr. Schweinfurth had
been a partner at the accounting firm of Ernst & Young LLP since
October 1988, having joined the audit staff of its predecessor,
Arthur Young & Company, in September 1976. Mr. Schweinfurth is a
Certified Public Accountant.
David D. Johnson joined Alliance as Senior Vice President,
General Counsel and Secretary in March 1995. Previously,
Mr. Johnson developed extensive gaming industry experience
representing a diverse group of casino clients as a Senior
Partner at Schreck, Jones, Bernhard, Woloson & Godfrey, a Nevada
law firm where he was employed from January 1987 to April 1995.
Prior to joining Schreck, Jones, Bernhard, Woloson & Godfrey,
Mr. Johnson served as Chief Deputy Attorney General for the
gaming division of the Nevada Attorney General's Office.
Mr. Johnson serves as Vice Chairman of the Executive Committee of
the Nevada State Bar's Gaming Law Section and is an officer and
founding member of the Nevada Gaming Attorneys Association.
Robert L. Miodunski joined Alliance as Senior Vice President-
Route Group (Nevada) in March 1994. From January 1991 to
March 1994, Mr. Miodunski was President of Mulholland-Harper
Company, a sign manufacturing and service company. From 1984
through 1990, Mr. Miodunski held various positions with Federal
Signal Company, the most recent being Vice President and General
Manager of the Midwest Region of the Sign Group.
Robert L. Saxton joined Alliance in 1982 as Corporate
Controller and was elected Vice President-Casino Operations in
December 1993 and Senior Vice President-Casino Operations in June
1996. Since joining Alliance, Mr. Saxton has held various
management positions with the Gaming Machine operations business
unit and is currently responsible for casino operations. He also
serves as President of Alliance's Louisiana subsidiaries.
Johnann F. McIlwain joined Alliance in June 1994 as Vice
President-Marketing. From 1991 to 1992, Ms. McIlwain was Vice
President of Marketing of Greenwood, Inc., a Philadelphia-based
gaming and entertainment company. From 1989 to 1991, she was
Director of Marketing Services for Hospitality Franchise
Systems, Inc. in Parsippany, New Jersey. Prior to joining
Hospitality Franchise Systems, Inc. Ms. McIlwain served as
Director of Advertising for the Resorts International Casino
Hotel and the Trump Taj Mahal Casino Hotel. Ms. McIlwain has
tendered her resignation to the Company which will be effective
as of November 30, 1996.
Robert A. Woodson joined Alliance in 1988 as Director of Gaming
Compliance and was promoted to Vice President-Regulatory
Compliance in September 1993. Prior to joining Alliance,
Mr. Woodson was with the Investigation Division of the State of
Nevada Gaming Control Board for 10 years.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's
directors and executive officers, and person who own more than
ten percent of a registered class of Alliance's equity securities
("Insiders"), to file with the Commission initial reports of
ownership and reports of changes in ownership of the Company's
Common Stock. Insiders are required by the Commission's
regulations to furnish the Company with copies of all Section
16(a) reports filed by such persons. To the Company's knowledge,
based on its review of the copies of such reports furnished to
the Company during the fiscal year ended June 30, 1996, all
Section 16(a) filing requirements applicable to Insiders were
complied with, except that Mr. Kloss and Mr. Schweinfurth filed
Form 3's which did not meet the filing deadline. In addition,
Mr. Conover is delinquent in filing his Form 3 and Form 5.
ITEM 11 . EXECUTIVE COMPENSATION
The following table sets forth the compensation paid or to be
paid by the Company to the Company's chief executive officer and
its four other most highly compensated executive officers
receiving over $100,000 per year for services rendered in all
capacities to the Company during the fiscal year ended June 30,
1996, and one individual who met the criteria for disclosure but
was not serving as an executive officer at June 30, 1996 (the
"Named Executive Officers"):
<TABLE>
<CAPTION>
Summary Compensation Table *
Fiscal Long-Term
Year Annual Compensation Compensation (1)
Name and Ending Other Annual AwardsAll Other
Principal Position June 30 Salary Bonus Compensation Options Compensation
<S> <C> <C> <C> <C> <C> <C>
Steve Greathouse (2) 1996 $400,000 $450,000 (4) - $12,349
President, Chairman of 1995 338,462 1,312,500 (4) 500,000 4,638
the Board and Chief
Executive Officer
Anthony DiCesare 1996 $250,000 $375,000 (4) - $8,652
Executive Vice President 1995 170,347 - (4) - 5,942
-Development
David D. Johnson 1996 $200,000 $350,000 (4) - $6,277
Senior Vice President, 1995 38,462 50,000 (4) 200,000 1,486
General Counsel
and Secretary
Robert L. Miodunski 1996 $194,808 $70,000 (4) 36,000 $8,418
Senior Vice President 1995 175,000 75,000 (4) - 4,816
-Route Group (Nevada) 1994 47,115 15,000 (4) 85,000 807
Robert L. Saxton 1996 $190,846 $80,000 (4) - $6,043
Senior Vice President 1995 175,000 35,000 (4) - 5,988
-Casino Operations 1994 123,077 15,000 (4) 110,000 5,723
John W. Alderfer 1996 $255,569 - (4) - $9,954
Former Senior Vice 1995 228,756 - (4) 150,000 19,127
President,Treasurer and 1994 222,137 50,000 (4) - 19,622
Chief Financial Officer(3)
</TABLE>
________________
* As used in the tables provided under the caption "Executive
Compensation," the character " - " is used to represent
"zero."
(1) "All Other Compensation" for 1996 includes (i) contributions
made by the Company to the Company's Profit Sharing 401(k)
Plan in amounts of $0, $2,375, $0, $2,375, $0, and $2,375 on
behalf of Mr. Greathouse, Mr. DiCesare, Mr. Johnson, Mr.
Miodunski, Mr. Saxton, and Mr. Alderfer respectively, , and
(ii) payments made in connection with health, life and
disability insurance programs in amounts of $12,349, $6,277,
$6,277, $6,043, $6,043 and $7,579 on behalf of Mr.
Greathouse, Mr. DiCesare, Mr. Johnson, Mr. Miodunski, Mr.
Saxton, and Mr. Alderfer, respectively.
(2) Mr. Greathouse joined the Company as President and Chief
Executive Officer in August 1994 and assumed the position of
Chairman of the Board of Directors in March 1995.
(3) In June 1996, Mr. Alderfer resigned from the Company.
(4) The aggregate amount of such compensation to be reported
herein is less than the lesser of either $50,000 or 10
percent of the total annual salary and bonus reported for
the Named Executive Officer.
Option/SAR Grants in Last Fiscal Year
The following table relates to options granted during the fiscal
year ended June 30, 1996:
<TABLE>
<CAPTION>
Potential
Realizable Value at
Individual Grants Assumed Annual Rates
% of Total of Stock
Granted Price Appreciation
Options to Employees in Exercise Expiration for Option Term
Name Granted Fiscal Year Price Date 5% 10%
<S> <C> <S> <C> <C> <C> <C> <C>
Robert Miodunski 36,000 (a) 11.4% $5.50 8/31/05 $125,000 $316,000
</TABLE>
____________
(a) The options granted vest in equal increments over three years
beginning on September 1, 1997
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal
Year-End Option/SAR Values
The following table relates to options exercised during the
fiscal year ended June 30, 1996 and options outstanding at June
30, 1996:
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Shares Options at In-the-Money Options at
Acquired on Value June 30, 1996 June 30, 1996
Name Excercise Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C> <S>
Steve Greathouse - - 83,333 416,667 - $469,000 (a)
Anthony DiCesare - - - - - -
David D. Johnson - - 66,667 133,333 - -
Robert L. Miodunski - - 56,667 64,333 - -
Robert L. Saxton - - 70,000 68,000 - -
John W. Alderfer - - 237,000 - $103,125 -
</TABLE>
_________
(a) Represents the value of 250,000 warrants with a strike
price of $1.50, which become exercisable in equal amounts only
when the Common Stock price reaches $11, $13 and $15, and is
computed as the difference between the strike price and the
closing price on the last day of the fiscal year
Directors' Compensation
Directors of the Company who are also employees are not
separately compensated for their services as directors. Fee
arrangements with other Directors of the Company are presently as
follows: (i) Mr. Kirschbaum, $250,000 per year for all services
as a Director, member of the Nominating Committee and consultant
; (ii) Dr. Fields, $250,000 per year for all services as Vice
Chairman of the Board and Chairman of the Executive Committee;
(iii) Mr. Wilms, $150,000 per year for all services as a Director
and member of various committees; and (iv) Mr. Robbins, $35,000
per year for all services as a Director and member of various
committees. Fee arrangements for Mr. Andre have not yet been
finalized. Directors are also reimbursed for their reasonable
out-of-pocket expenses incurred on Company business.
The Board of Directors granted Mr. Kirschbaum a bonus of $575,000
related to the two-year period ended June 30, 1996 which was
paid in the quarter ended September 30, 1996.
The Board of Directors granted Dr. Fields a bonus of $300,000
related to the two-year period ended June 30, 1996 which was
paid in the quarter ended September 30, 1996. As a result of the
consummation of the Merger, Dr. Fields was granted 150,000 stock
options at $3.4375 per share effective June 18, 1996 which
immediately vested and are exercisable through June 18, 2001.
From time to time in the past, other directors have been provided
with stock options.
Employment and Severance Arrangements
The Company has agreed to employ Mr. Greathouse for a term of
three years ending August 14, 1997 at a base salary of $400,000,
plus a bonus to be determined by the Board of Directors. In
addition, Mr. Greathouse received (i) 250,000 shares of Common
Stock, (ii) warrants to purchase 250,000 shares of Common Stock
on terms substantially similar to the warrants issued to GSA in
September 1993 ("Incentive Warrants"), which Incentive Warrants
vested in August 1995, and (iii) options to purchase 250,000
shares of Common Stock pursuant to the Company's 1991 Stock
Option Plan ("Employee Options"), which Employee Options will
vest ratably over a three-year period. The arrangement with Mr. Greathouse
will entitle him to receive coverage under Company welfare plans
and the reimbursement of certain expenses. Mr. Greathouse has
tendered his resignation to the Company which will be effective
as of December 31, 1996. In connection with Mr. Greathouse's resignation, the
Company has agreed to pay him in discharge of its obligations under his
employment contract approximately $425,000 plus accrued vacation time and
$225,000 for consulting services to be provided during 1997.
In addition, the Company will continue Mr. Greathouse's coverage under certain
benefit plans until August 1997 and has vested all his unvested stock options.
The Company was party to an Employment Agreement with Mr.
Alderfer that expired in September 1996. Mr. Alderfer resigned
from the Company in June 1996, and the Company and Mr. Alderfer
are currently in arbitration over the settlement of Mr.
Alderfer's Employment Agreement.
The Company is party to an Employment Agreement with Mr.
Miodunski for a term of three years ending August 31, 1998 which
generally provides for a base salary of $200,000 per year,
participation in the Company's compensation programs for
corporate officers, receipt of 85,000 stock options under the
1991 Plan to vest over a three-year period, and severance
benefits of one year's base salary if Mr. Miodunski is terminated
without cause.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is currently comprised of Mr. Wilms and
Mr. Robbins. During such fiscal year, the Executive Committee of
the Board and the entire Board of Directors generally
participated in deliberations concerning the compensation of the
Company's executive officers. Mr. Wilms served as the Company's
Chief Executive Officer from December 1984 to July 1994. Other
than current and previous positions disclosed in the previous tables, no other
member of the Company's Board of Directors was an officer or
employee of the Company or any subsidiary during the fiscal year
ended June 30, 1996 or is a former officer of the company or any
subsidiary.
In March 1992, Mr. Wilms committed to provide the VSI Loan to
Alliance's majority controlled subsidiary, VSI. As consideration
for Mr. Wilms commitment, Alliance issued to Mr. Wilms a warrant
to purchase 200,000 shares of Alliance Common Stock at a purchase
price of $2.50 per share and agreed to issue an additional
warrant to purchase 1.8 million shares of Common Stock at a
purchase price of $2.50 per share upon funding of the full amount
of such loan. Both warrants have an expiration date of
September 1, 1998. Mr. Wilms is entitled to one demand and
unlimited piggyback registration rights covering resale for the
Common Stock underlying the warrants . The exercise price of the
warrants was determined based on an analysis of, and a fairness
opinion with respect to, the transaction and on the price range
of the Common Stock during a period prior to announcement of
Alliance's expansion into Louisiana. The VSI Loan required
quarterly interest and principal payments with an interest rate
equal to 2% above the London InterBank Offered Rate, adjusted
quarterly. The VSI Loan was held by CTC, a Belgian corporation
owned by Mr. Wilms and members of his family. During fiscal years
1993 and 1994, a total of $6.5 million was funded under the VSI
Loan. All scheduled principal and interest payments were made
through September 1996, at which time the Board approved (except
for Mr. Wilms who abstained from voting) the early payoff of the
remaining principal balance and accrued interest totaling $2.8
million.
David Robbins, a director of Alliance appointed to the Board of
Directors in July 1994, was employed until July 1995 by the law
firm of Kramer, Levin, Naftalis, Nessen, Kamin & Frankel and is
currently with the law firm of O'Sullivan, Graev & Karabell, LLP,
both of which have represented Alliance in various matters. The
firms received fees from Alliance of $493,000 and $112,000 in
fiscal 1995 and 1996, respectively.
ITEM 12 . SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information as of October
31 , 1996 with respect to the beneficial ownership of the Common
Stock, which constitutes Alliance's only outstanding class of
voting securities, by (i) each person who, to the knowledge of
Alliance, beneficially owned more than 5% of the Common Stock,
(ii) each director of the Company, (iii) the Named Executive
Officers of Alliance (as defined in the Exchange Act) and
(iv) all executive officers and directors of Alliance as a group.
Except as indicated beneficial ownership includes the sole power
to vote and to dispose of the securities in question. Except as
indicated in footnotes 15 and 16 to the following table, no
director or executive officer of Alliance owned any other equity
securities of Alliance.
Amount of Percent
Shares of
(1) Class(1)
Alfred H. Wilms 7,034,082(2) 20.8%
FMR Corp. 3,271,086(3) 10.3%
82 Devonshire Street
Boston, MA 02109
AXA Assurances I.A.R.D Mutuelle and 2,352,656(4) 7.3%
AXA Assurances Vie Mutuelle
21, rue de Chateaudun
75009 Paris France
Alpha Assurances I.A.R.D Mutuelle and
Alpha Assurances Vie Mutuelle
100-101 Terrasse Boieldieu
92042 Paris La Defense France
Uni Europe Assurance Mutuelle
24, rue Drouot
75009 Paris France
AXA
23, avenue Matignon
75008 Paris France
The Equitable Companies Incorporated
787 Seventh Avenue
New York, New York 10019
Joel Kirschbaum 1,016,800(5) 3.1%
Kirkland Investment Corporation
535 Madison Avenue
New York, New York 10022
Steve Greathouse 565,500(6) 1.7%
Craig Fields 337,500(7) 1.0%
Anthony L. DiCesare 391,300(8) 1.2%
David Robbins 28,400(9) *
Jacques Andre 2,700 *
Shannon L. Bybee 315,000(10) 1.0%
Scott Schweinfurth 30,000(11) *
David D. Johnson 66,667(12) *
Robert L. Miodunski 68,667(13) *
Robert L. Saxton 70,000(14) *
Hans Kloss 822,654(15) 2.6%
Robert Conover 131,797(16) *
Robert A. Woodson 12,000(17) *
Johnann F. McIlwain 25,000(18) *
John W. Alderfer 237,000(19) *
All executive officers and directors 10,784,733(20) 30.3%
as a group
_______
* Less than 1%.
(1) Excludes the effect of (a) the issuance of (i) 2,750,000
shares at $1.50 per share subject to warrants originally issued to
KFW and (ii) 1,250,000 shares at $1.50 per share subject to warrants
originally issued to GSA pursuant to the GSA Advisory Agreement
on September 21, 1993 and 2,500,000 shares at $1.50 per share
subject to additional warrants originally issued to GSA upon
consummation of the Merger, all of which become exercisable in
equal amounts only when the stock price reaches $11, $13 and $15.
Pursuant to an amendment to Schedule 13D filed on October 31,
1996, as part of a distribution of assets from KFW and GSA to
KIC and GSI on one hand and to Kirkland Investors, L.P. on
the other hand, such warrants which were distributed or are
provided to be distributed to Kirkland Investors, L.P. are no
longer deemed owned by Mr. Kirschbaum, KIC or KFW. A certain portion of the
employee stock options referred to below have been approved by the Board of
Directors and are to be granted under a new option plan that will be submitted
to stockholders at the next regularly scheduled Annual Meeting.
(2) Includes 2,000,000 shares at $2.50 per share subject to
warrants issued to Mr. Wilms. Mr. Wilms' mailing address is 6601
S. Bermuda Rd, Las Vegas, Nevada 89119.
(3) FMR Corp. filed on September 11, 1996 a Schedule 13G
indicating ownership as of June 18, 1996 of 3,271,086 shares.
(4) The Mutuelles AXA as a group, AXA and The Equitable
Companies Incorporated ("AXA") filed on February 14, 1995, as
amended from time to time and most recently on October 9, 1996, a
Schedule 13G indicating ownership as of September 30, 1996 of (i)
385,020 shares held by AXA managed mutual funds and (ii)
1,967,636 shares held for investment purposes (of which 2,000 are
held with shared investment power and 500,000 of which may be
acquired upon exercise of certain warrants at $8.25 per share)
by Donaldson, Lufkin & Jenrette Securities Corporation, a
subsidiary of The Equitable Companies, Incorporated, a
subsidiary of AXA).
(5) Includes 466,800 shares owned, and 550,000 shares subject to
options that are currently exercisable or will become exercisable
within 60 days or upon shareholder approval. Also, based upon
information contained in a Schedule 13D filed on June 23, 1994,
as amended from time to time and most recently on October 31,
1996, and provided to Alliance by such persons which indicated
that each of them held sole voting and disposition over such
shares. Of such shares, certain amounts have been or will be
sold or distributed to a financial advisor, Mr. DiCesare and,
possibly, certain other persons, as set forth in the Schedule 13D
provided to Alliance by Mr. Kirschbaum, KIC, KFW and GSA.
(6) Includes 315,500 shares owned. Also includes 250,000 shares
subject to options that are currently exercisable or will become
exercisable within 60 days and excludes warrants exercisable at
$1.50 per share for 250,000 shares portions of which become
exercisable in equal amounts only when the stock price reaches
$11, $13 and $15.
(7) Represents shares subject to options that are currently
exercisable or will become exercisable within 60 days. Excludes
warrants exercisable for 250,000 shares portions of which become
exercisable in equal amounts only when the stock price reaches
$11, $13 and $15.
(8) Includes 16,300 shares owned, and 375,000 shares subject to
options that are currently exercisable or will become exercisable
within 60 days or upon shareholder approval. Excludes certain
additional shares to which Mr. DiCesare is entitled based upon information
contained in the Schedule 13D referred to in Note (5) above. Mr. DiCesare
has certain rights to receive a portion of the securities that KIC
is entitled to receive upon dissolution of KFW and that GSI
would be entitled to receive upon dissolution of GSA.
(9) Includes 8,400 shares owned. Also includes 20,000 options
granted to Mr. Robbins by KFW based on information contained in
the Schedule 13D referred to in Note (5) above.
(10) Represents shares subject to options that are currently
exercisable or will become exercisable within 60 days.
(11) Reprsents shares subject to options that are currently exercisable or
will become exercisable within 60 days.
(12) Represents shares subject to options that are currently
exercisable or will become exercisable within 60 days.
(13) Represents shares subject to options that are currently
exercisable or will become exercisable within 60 days.
(14) Represents shares subject to options that are currently
exercisable or will become exercisable within 60 days.
(15) Includes 816,736 shares owned and 5,918 shares subject to
options that are currently exercisable or will become exercisable
within 60 days. In addition Mr. Kloss owns 3,690 shares of the
Company's Series B Special Stock that are currently exercisable
or will become exercisable within 60 days (representing less than
1% of this class of stock).
(16) Includes 96,797 shares owned and 35,000 shares subject to
options that are currently exercisable or will become exercisable
within 60 days. In addition, Mr. Conover owns 1,377 shares of
the Company's Series B Special Stock and has options to acquire
an additional 2,337 shares of Series B Special Stock that are
currently exercisable or will become exercisable within 60 days
(representing less than 1% of this class of stock).
(17) Represents shares subject to options that are currently
exercisable or will become exercisable within 60 days.
(18) Includes 1,000 shares owned. Also includes 24,000 shares
subject to options that are currently exercisable or will become
exercisable within 60 days.
(19) Represents shares subject to options that are currently
exercisable or will become exercisable within 60 days.
(20) Includes 4,139,752 shares subject to options and warrants
that are currently exercisable or will become exercisable within
60 days or upon shareholder approval.
ITEM 13 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Pursuant to a letter agreement dated June 25, 1993 among
GSA, Alliance and Mr. Wilms, Alliance engaged GSA to assist it in
among other things, identifying opportunities for strategic
transactions and in structuring and negotiating such
transactions. In connection with the sale of $85 million of
convertible debentures in September 1993, Alliance issued to GSA
warrants to purchase 1,250,000 shares of Common Stock with an
exercise price of $1.50 per share exercisable only when the
common stock price reaches $11, $13, and $15 which expire on
September 21, 1999. Upon consummation of the Merger, GSA became
entitled under the letter agreement to receive additional
warrants to purchase 2,500,000 shares of Common Stock on the same
terms except that the expiration date is June 18, 2002. Joel
Kirschbaum, a director of and consultant to Alliance, sole stockholder,
dierctor and officer of GSI, the sole general partner of GSA. Mr. DiCesare,
a director and Executive Vice President-Development, has the right to receive
a certain percentage of the issued warrants (which percentage may increase
in certain circumstances) to be distributed to GSI by GSA.
The Stockholders Agreement contains certain registration
rights running in favor of Kirkland, KIC, GSA, Mr. Wilms and
their respective transferees, including up to four demand
registration rights each (and additional demand rights for Mr.
Wilms under certain circumstances), at the expense of the
Company, and provisions granting Mr. Wilms the right to
participate in certain offerings of securities by the Company and
by KIC and its transferees.
Jacques Andre, a director of Alliance, is a partner with
Paul Ray Berndtson. The Company has hired this firm to perform
certain personnel searches. The Company had agreed to pay $200,000 at June
30, 1996 as a retainer for the searches currently being conducted by this
firm. The actual fee for the searches will be based on a percentage of the
first year compensation paid to the certain personnel if and when hired.
Donaldson, Lufkin & Jenrette Securities Corporation has
provided certain financial advisory services to the Company.
Amounts paid to this firm totaled $2,214,000 during the fiscal
year ended June 30, 1996.
See also "Compensation Committee Interlocks and Insider Participation".
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment No. 1 to Form
10-K to be signed on its behalf by the undersigned, thereunto
duly authorized.
ALLIANCE GAMING CORPORATION
Date: November 12, 1996 By /s/ Scott W. Schweinfurth
Name: Scott W.Schweinfurth
Title: Senior Vice President, Treasurer
Treasurer and Chief Financial Officer
(Principal Financial and
Accounting Officer)
