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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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ALLIANCE GAMING CORPORATION
(Name of Issuer)
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ALLIANCE GAMING CORPORATION
(Name of Person Filing Statement)
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7 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
(Title of Class of Securities)
01859P
(CUSIP Number of Class of Securities)
JOHN W. ALDERFER
CHIEF FINANCIAL OFFICER
4380 BOULDER HIGHWAY
LAS VEGAS, NEVADA 89121
(702) 435-4200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
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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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MAY 9, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
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CALCULATION OF FILING FEE
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TRANSACTION AMOUNT OF
VALUATION: * $51,000,000 FILING FEE: $10,200.00
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* Calculated in accordance with Rule 0-11(a)(4) and (b)(2) under the Securities Exchange Act of
1934, as amended, based on one-fiftieth of one percent of $51,000,000 which represents the
average of the bid and asked price of the 7 1/2% Convertible Subordinated Debenture due 2003,
which will be cancelled in the Exchange Offer, on April , 1996.
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/X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)and identify the filing
with which the offsetting fee as previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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Amount previously Filing
paid: $17,587.00 Party: Alliance Gaming Corporation
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Form or registration
no: S-4 Date filed: April 23, 1996
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ITEM 1. SECURITY AND ISSUER.
(a) The issuer is Alliance Gaming Corporation, a Nevada corporation (the
"Company"), and its principal executive office is located at 4380 Boulder
Highway, Las Vegas, Nevada 89121.
(b) As of May 7, 1996, there was $85 million aggregate principal amount of
the Company's 7 1/2% Convertible Subordinated Debentures due 2003 (the "Old
Convertible Debentures") outstanding. Upon the terms and subject to the
conditions set forth in the Prospectus dated May 9, 1996 (the "Prospectus") and
the related Letter of Transmittal, copies of which are filed herewith as
Exhibits 9(a)(1) and 9(a)(2), respectively, the Company is offering (the
"Exchange Offer") to exchange up to $85 million aggregate principal amount of
7 1/2% Convertible Senior Subordinated Debentures due 2003 (the "New Convertible
Debentures") of Alliance for a like principal amount of unissued and outstanding
Old Convertible Debentures. The information under the headings "The Exchange
Offer -- General" and "-- Terms of the Tender Offer" in the Prospectus is
incorporated herein by reference. To the knowledge of the Company, none of the
Old Convertible Debentures will be exchanged in the Exchange Offer from any
officer, director or affiliate of the Company.
(c) There is currently no established trading market for the Old Convertible
Debentures.
(d) Not applicable.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The Company will issue $85,000,000 aggregate principal amount of New
Convertible Debentures, assuming the exchange of the entire outstanding
principal amount of Old Convertible Debentures pursuant to the Exchange Offer.
(b) Not applicable.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE
Old Convertible Debentures accepted for conversion by the Company in the
Exchange Offer will be retired. The Exchange Offer is being made to enhance the
Company's capital structure and to facilitate the financing of the merger of a
wholly owned subsidiary of Alliance into Bally Gaming International, Inc.
("BGII"), pursuant to which BGII will become a wholly owned subsidiary of
Alliance. The information on the cover page of the Prospectus (the "Cover Page")
and under the headings "Prospectus Summary -- The Merger and Related
Financings", "The Merger and Related Financings", "The Exchange Offer" and
"Description of the New Convertible Debentures" in the Prospectus is
incorporated herein by reference.
(a) The information on the Cover Page and under the headings "Prospectus
Summary -- The Merger and Related Financings", "The Merger and Related
Financings", "The Exchange Offer" and "Description of the New Convertible
Debentures" in the Prospectus is incorporated herein by reference.
(b) The information on the Cover Page and under the headings "Prospectus
Summary -- The Merger and Related Financings" and "The Merger and Related
Financings" in the Prospectus is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
(e) The information on the Cover Page and under the headings "Prospectus
Summary -- The Merger and Related Financings", "The Merger and Related
Financings", "The Exchange Offer", "Description of the New Convertible
Debentures", "Comparison of New Convertible Debentures and Old Convertible
Debentures" and "Capitalization" in the Prospectus is incorporated herein by
reference.
(f) Not applicable.
(g) The information under the heading "Risk Factors -- Change of Control" is
incorporated herein by reference.
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(h) Not applicable.
(i) Not applicable.
(j) Not applicable.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Neither the Company, nor to the knowledge of the Company, any executive
officer or director of the Company, any person controlling the Company, any
executive officer or director of any corporation ultimately in control of the
Company, any associate or subsidiary of the Company, nor any executive officer
or director of the Company or any of its affiliates or subsidiaries, has
effected any transaction in the Old Convertible Debentures during the 40
business days preceding the date of this filing.
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUER'S SECURITIES.
The information under the headings "Prospectus Summary -- The Merger and
Related Financings", "The Merger and Related Financings" and "Contracts,
Arrangements, Understandings and Relationships with Respect to the Old
Convertible Debentures" in the Prospectus is incorporated herein by reference.
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
The information under the headings "The Exchange Offer -- Exchange Agent and
Information Agent" and "The Exchange Offer -- Dealer Managers" in the Prospectus
is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
(a)(1) The information under the heading "Index to Financial Statements" in
the Prospectus is incorporated herein by reference.
(a)(2) The information under the heading "Index to Financial Statements" in
the Prospectus is incorporated herein by reference.
(a)(3) The information under the heading "Prospectus Summary -- Summary
Financial Information" in the Prospectus is incorporated herein by reference.
(a)(4) The information under the heading "Prospectus Summary -- Summary
Financial Information" in the Prospectus is incorporated herein by reference.
(b)(1)-(3) The information under the headings "Unaudited Pro Forma
Condensed Combined Financial Information" and "Notes to Unaudited Pro Forma
Condensed Combined Financial Information" in the Prospectus is incorporated
herein by reference.
ITEM 8. ADDITIONAL INFORMATION.
(a) Not applicable.
(b) The information under the heading "Gaming Regulation and Licensing" in
the Prospectus is incorporated by reference.
(c) Not applicable.
(d) Not applicable.
(e) Additional material information is set forth in the Prospectus and the
related Letter of Transmittal, which are attached hereto as Exhibits 9(a)(1) and
9(a)(2), respectively, and are incorporated herein by reference.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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9(a)(1) -- Prospectus dated May 9, 1996. (Filed with the Company's Form S-4 Reg. No. 333-2799 (the "Form
S-4"))
9(a)(2) -- Form of Letter of Transmittal. (Filed as Exhibit 99.1 to the Form S-4)
9(a)(3) -- Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (Filed as
Exhibit 99.2 to the Form S-4)
9(a)(4) -- Form of Letter from Alliance Gaming Corporation to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees. (Filed as Exhibit 99.3 to the Form S-4)
9(a)(5) -- Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to
their Clients. (Filed as Exhibit 99.4 to the Form S-4)
9(a)(6) -- Form of Notice of Guaranteed Delivery. (Filed as Exhibit 99.5 to the Form S-4)
9(c)(1) -- Indenture dated as of September 14, 1993 between the Company and NationsBank of Texas, N.A., as
Trustee, pursuant to which the Old Convertible Debentures have been issued. (Filed as Exhibit
4.4 to the Form S-4)
9(c)(2) -- Form of Indenture between Alliance Gaming Corporation and The Bank of New York in respect of the
New Convertible Debentures, including form thereof. (Filed as Exhibit 4.7 to the Form S-4)
9(c)(3) -- Form of Dealer Manager Agreement. (Filed as Exhibit 1.1 to the Form S-4)
9(d)(1) -- Opinion of Milbank, Tweed, Hadley & McCloy as to certain tax matters. (Filed as Exhibit 8 to the
Form S-4)
9(d)(2) -- Opinion of Milbank, Tweed, Hadley & McCloy as to certain legal matters relating to the New
Convertible Debentures. (Filed as Exhibit 5.2 to the Form S-4)
9(d)(3) -- Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey as to certain legal matters. (Filed as
Exhibit 5.1 to the Form S-4)
9(e) -- See Exhibit 9(a)(1) above.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Schedule 13E-4 is true, complete and correct.
ALLIANCE GAMING CORPORATION
By: /s/ JOHN W. ALDERFER
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Name: John W. Alderfer
Title: Chief Financial Officer
Dated: May 9, 1996
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