SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported): June 18, 1996
Alliance Gaming Corporation
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-4281 88-0104066
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(State or Other Juris- (Commission File (IRS Employer
diction of Incorporation) Number) Identification
No.)
4380 Boulder Highway, Las Vegas, Nevada 89121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (702) 435-4200
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets.
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On June 18, 1996, Bally Gaming International, Inc., a Delaware
corporation ("BGII") merged with and into BGII Acquisition Corp., a Delaware
corporation and wholly owned subsidiary of Alliance Gaming Corporation
("Alliance"), pursuant to the Agreement and Plan of Merger dated as of
October 18, 1995, as amended, among Alliance, BGII Acquisition Corp., and
BGII. BGII, through subsidiaries in the U.S. and Germany, is a leading
designer, manufacturer and distributor of electronic gaming machines and
also designs, assembles and sells computerized monitoring systems for slot
and video gaming machines.
Pursuant to the Merger Agreement, each common share, par value $.01 per
share, of BGII outstanding immediately prior to the Effective Time (as
defined in the Merger Agreement) of the Merger (other than the shares owned
by Alliance, which shares were canceled) was converted into (i) .0789 share
of common stock, par value $.10 per share, of Alliance ("Alliance Common
Stock"), and cash in lieu of fractional shares of Alliance Common Stock in
accordance with Section 2.4.1 of the Merger Agreement, (ii) .0492 share of
15% Non-Voting Senior Pay-in-Kind Special Stock, Series B, par value $.10 per
share, of Alliance (the "Series B Preferred Stock") having a liquidation
preference of $100 per share and (iii) cash in the amount of $7.8376. The
total consideration was approximately 800,000 shares of Alliance Common
Stock, 500,000 shares of Series B Preferred Stock and $77,000,000 cash.
Funds for the acquisition were obtained from the issuance of $154,000,000 of
Alliance's 12 7/8% Senior Secured Notes Due 2003 and $20,000,000 liquidation
preference of Series B Preferred Stock. In connection with the merger,
$83,358,000 principal amount of Alliance's 7 1/2% Convertible Senior
Subordinated Debentures Due 2003 (the "New Convertible Debentures") issued on
June 10,1996 in exchange for its outstanding 7 1/2% Convertible Subordinated
Debentures Due 2003 were converted into 15,134,873 shares of Alliance Common
Stock and the remaining $11,316,000 principal amount of the New Convertible
Debentures were converted into a total of 113,160 shares of Alliance's 11 1/2%
Non-Voting Junior Convertible Pay-in-Kind Special Stock, Series E, par value
$.10 per share, each convertible into approximately 17 shares of Alliance
Common Stock.
A copy of the Press Release issued by Alliance on June 18, 1996 with
respect to the Merger is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The other information required by this item has been previously reported
by Alliance or BGII and is included or incorporated by reference in the
Prospectus which constitutes a part of Alliance's Registration Statement on
Form S-4 Reg. No. 333-01527 and the Prospectus which constitutes a part of
Alliance's Registration Statement on Form S-2 Reg. No.333-02147.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial statements of business acquired:
The BGII financial statements required by this item have been previously
reported by BGII and are included in the Prospectus which constitutes a part
of Alliance's Registration Statement on Form S-2 Reg. No. 333-02147.
(b) Pro forma financial information:
The financial statements and information required by this item have been
previously reported by Alliance and are included or incorporated by reference
in the Prospectus which constitutes a part of Alliance's Registration
Statement on Form S-2 Reg. No. 333-02147.
(c) Exhibits.
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2.1 Amended and Restated Agreement and Plan of Merger among
Alliance, BGII Acquisition Corp. and BGII, dated as of October
18, 1995.
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.
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, $.10 par value, of Alliance Gaming
Corporation.
4.3 Form of Senior Secured Note Indenture (including form of
Senior Secured Note and Guarantee).
99.1 Press Release issued by Alliance on June 18, 1996 with respect
to the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ALLIANCE GAMING CORPORATION
Date: July 3, 1996 By: /s/ David D. Johnson
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David D. Johnson
Secretary
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ALLIANCE GAMING CORPORATION
EXHIBIT INDEX TO FORM 8-K
Report Dated June 18, 1996
The following exhibit is filed herewith.
Exhibit Description
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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.
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, $.10 par value, of Alliance Gaming
Corporation. Incorporated by reference to Registrant's
Amendment No.1 to Schedule 13E-4 filed with the Commission on
May 23, 1996.
4.3 Form of Senior Secured Note Indenture (including form of
Senior Secured Note and Guarantee). Incorporated by reference
to Form S-2 Reg. No. 33-02147.
99.1 Press Release issued by Alliance on June 18, 1996 with respect
to the Merger.
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ALLIANCE
GAMING
CORPORATION
MEDIA: INVESTORS:
Johnann Mcllwain John Alderfer
Alliance Gaming Alliance Gaming
(702) 435-4200 (702) 435-4200
FOR IMMEDIATE RELEASE
ALLIANCE GAMING CLOSES BALLY GAMING MERGER
LAS VEGAS, NEVADA, JUNE 18, 1996 -- Alliance Gaming Corporation (NASDAQ:ALLY)
today announced that it has completed its acquisition of Bally Gaming
International, Inc. which is now a wholly-owned subsidiary of Alliance.
"We are very pleased to have completed this transaction so that we may now begin
to capitalize on the many strengths of this combination." said Steve Greathouse,
chairman and chief executive officer of Alliance. "Over the past few years,
Bally Gaming has generated solid financial performance and built a strong
platform for long-term growth. Together, Alliance's and Bally Gaming's advanced
technology, product design and manufacturing capabilities, and distribution
networks position the company extremely well to seize on the opportunity for
advanced technological products and systems in the gaming industry."
With the consummation of the acquisition, each outstanding share of Bally Gaming
Common Stock has been converted into the right to receive approximately $7.84 in
cash, .05 shares of Alliance's 15% Non-Voting Senior Pay-In-Kind Special Stock,
Series B (having a liquidation value of $100 per share), and .08 shares of
Alliance Common Stock. As a result of the merger and Alliance's previously
announced exchange offer and related financings, Alliance has approximately 31.8
million common shares outstanding.
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Alliance Gaming Corporation is a diversified gaming company headquartered in Las
Vegas, Nevada. The company is primarily engaged in the design, manufacture and
distribution of advanced gaming devices and systems and is the nation's largest
gaming machine management operator.
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