<PAGE>
REGISTRATION NO.333-01527
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 10549
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AMENDMENT NO. 1
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 (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
INCORPORATION OR
ORGANIZATION)
4380 BOULDER HIGHWAY JOHN W. ALDERFER
LAS VEGAS, NEVADA CHIEF FINANCIAL OFFICER
(702) 435-4200 4380 BOULDER HIGHWAY
(ADDRESS, INCLUDING ZIP CODE, AND LAS VEGAS, NEVADA 89121
TELEPHONE NUMBER, INCLUDING (702) 435-4200
AREA CODE, OF REGISTRANT'S PRINCIPAL (ADDRESS, INCLUDING ZIP CODE, AND
EXECUTIVE OFFICES) TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR
SERVICE)
COPIES TO:
LAWRENCE LEDERMAN, ESQ. GERALD ADLER, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN
1 CHASE MANHATTAN PLAZA 919 THIRD AVENUE, 20TH FLOOR
NEW YORK, NEW YORK 10005 NEW YORK, NEW YORK 10022
TELEPHONE (212) 530-5000 TELEPHONE (212) 891-9440
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement is declared
effective and the effective time of the merger (the "Merger") of BGII
Acquisition Corp. (the "Merger Subsidiary"), a wholly-owned subsidiary of
Alliance Gaming Corporation ("Alliance" or the "Registrant"), with and into
Bally Gaming International, Inc. ("BGII"), pursuant to the Agreement and Plan
of Merger, dated as of October 18, 1995 among Alliance, the Merger Subsidiary
and BGII, as amended (the "Merger Agreement"), as described in the enclosed
Joint Proxy Statement/Prospectus included as Part I of this Registration
Statement.
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. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
ALLIANCE GAMING CORPORATION
CROSS-REFERENCE SHEET
FOR
REGISTRATION STATEMENT ON FORM S-4 AND PROSPECTUS
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LOCATION IN JOINT PROXY
FORM S-4--ITEM NUMBER AND CAPTION STATEMENT/PROSPECTUS
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A. INFORMATION ABOUT THE TRANSACTION
1. Forepart of Registration Statement and
Outside Front Cover Page of Prospectus. Facing Page of the Registration
Statement; Cross-Reference Sheet;
Outside Front Cover Page of Joint
Proxy Statement/Prospectus
2. Inside Front and Outside Back Cover
Pages of Prospectus.................... AVAILABLE INFORMATION; TABLE OF
CONTENTS
3. Risk Factors, Ratio of Earnings to
Fixed Charges and Other Information.... SUMMARY; RISK FACTORS;
COMPARATIVE PER SHARE MARKET
PRICE DATA AND DIVIDEND POLICY;
COMPARATIVE PER SHARE DATA; THE
COMPANIES--Gaming Regulation and
Licensing; THE MERGER--Certain
Federal Income Tax Consequences
4. Terms of the Transaction............... SUMMARY--The Merger; THE MERGER;
COMPARISON OF STOCKHOLDER RIGHTS;
FINANCIAL MATTERS AFTER THE
MERGER--Accounting Treatment;
CERTAIN PROVISIONS OF THE MERGER
AGREEMENT
5. Pro Forma Financial Information........ UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL INFORMATION
6. Material Contacts With the Company
Being Acquired......................... THE MERGER--Background of the
Merger; CERTAIN PROVISIONS OF THE
MERGER AGREEMENT--Conduct of
Business Pending the Merger
7. Additional Information Required For
Reoffering by Persons and Parties
Deemed to be Underwriters.............. Not Applicable
8. Interests of Named Experts and Counsel. LEGAL OPINIONS; EXPERTS
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................ Not Applicable
B. INFORMATION ABOUT THE REGISTRANT
10. Information With Respect to S-3
Registrants............................ Not Applicable
11. Incorporation of Certain Information by
Reference.............................. Not Applicable
12. Information With Respect to S-2 or S-3
Registrants............................ Not Applicable
13. Incorporation of Certain Information by
Reference.............................. Not Applicable
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LOCATION IN JOINT PROXY
FORM S-4--ITEM NUMBER AND CAPTION STATEMENT/PROSPECTUS
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14. Information With Respect to Registrants COMPARATIVE PER SHARE DATA;
Other Than S-2 or S-3 Registrants.......... SELECTED HISTORICAL
CONSOLIDATED FINANCIAL DATA OF
ALLIANCE; MANAGEMENT'S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF
ALLIANCE; THE COMPANIES--
ALLIANCE GAMING CORPORATION;
AUDITED CONSOLIDATED FINANCIAL
STATEMENTS OF
ALLIANCE
C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED
15. Information With Respect to S-3 Companies.. Not Applicable
16. Information With Respect to S-2 or S-3
Companies.................................. Not Applicable
COMPARATIVE MARKET PRICE DATA;
SELECTED HISTORICAL
CONSOLIDATED FINANCIAL DATA OF
17. Information With Respect to Companies Other
Than S-2 or S-3 Companies.................. BGII; THE COMPANIES--BALLY
GAMING INTERNATIONAL, INC.
D. VOTING AND MANAGEMENT INFORMATION
18. Information if Proxies, Consents or
Authorizations Are to be Solicited......... SUMMARY--The Meetings; THE
MEETINGS; THE MERGER--
Interests of Certain Persons
in the Merger; THE COMPANIES;
ELECTION OF ALLIANCE
DIRECTORS; BGII PLANS AND
AMENDMENTS; ELECTION OF
DIRECTORS OF BGII; STOCKHOLDER
PROPOSALS
19. Information if Proxies, Consents or
Authorizations Are Not to be Solicited or
in an Exchange Offer....................... Not Applicable
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<PAGE>
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.
However, 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 adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in
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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.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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EXHIBIT
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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
(included as Annex I to the Joint Proxy Statement/Prospectus).
2.2 --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)
2.3 --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)
2.4 --Asset Purchase Agreement between Plantation Investments, Inc. and
Richards-Schnack Development Corp. dated April 2, 1990.(1)
2.5 --First Amendment to Agreement of Purchase and Sale between Plantation
Investments, Inc. and Richards-Schnack Development Corp.(1)
2.6 --Bill of Sale between Plantation Investments, Inc. and Richards-
Schnack Development Corp.(1)
2.7 --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)
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EXHIBIT
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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 Junior Special Stock, Series B, $.10 par value, of Alliance
Gaming Corporation. (Included as Annex VII to the Joint Proxy
Statement/Prospectus).
4.2 --Common Stock Purchase Warrant issued to Alfred H. Wilms upon
execution of his loan commitment with Video Services, Inc.(6)
4.3 --Indenture, dated as of September 14, 1993, between United Gaming,
Inc. and NationsBank of Texas, N.A., as Trustee in respect of
Alliance's 7 1/2% Convertible Subordinated Debentures due 2003.(16)
4.4 --Form of 7 1/2% Convertible Subordinated Debenture due 2003 (included
in Exhibit 4.3, above).
4.5 --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)
5 --Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey. (Previously
filed.)
8 --Opinion of Milbank, Tweed, Hadley & McCloy. (Previously filed.)
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)
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EXHIBIT
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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)
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)
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EXHIBIT
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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)
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
Steven 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)
12.1 --Bally Gaming International, Inc. Computation of Ratio of Earnings to
Fixed Charges. (Previously filed.)
12.2 --Alliance Gaming Corporation Computation of Ratio of Earnings to
Fixed Charges. (Previously filed.)
23.1 --Consent of Schreck, Jones, Bernhard, Woloson & Godfrey (included in
Exhibit 5).
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23.2 --Consent of Milbank, Tweed, Hadley & McCloy (included in Exhibit 8).
23.3 --Consent of KPMG Peat Marwick LLP. (Previously filed.)
23.4 --Consent of Coopers & Lybrand L.L.P. (Previously filed.)
24 --Power of Attorney (included on signature page).
99.1 --Consent of Nominee. (Previously filed.)
99.2 --Letter of Transmittal. (Previously filed.)
99.3 --Form of BGII Proxy Card. (Previously filed.)
99.4 --Form of Alliance Proxy Card. (Previously filed.)
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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.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act will be deemed to be part of this
Registration Statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
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 Item 15, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange
II-6
<PAGE>
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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement 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.
The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 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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<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, ALLIANCE GAMING
CORPORATION HAS DULY CAUSED THIS REGISTRATION STATEMENT OR AMENDMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF LAS VEGAS, STATE OF NEVADA, ON MARCH 7, 1996.
Alliance Gaming Corporation
/s/ John W. Alderfer
By: _________________________________
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
Chairman of the
/s/ Steve Greathouse* Board of Directors, March 7, 1996
- ------------------------------------- President and Chief
STEVE GREATHOUSE Executive Officer
(Principal
Executive Officer)
/s/ John W. Alderfer Senior Vice
- ------------------------------------- President Treasurer March 7, 1996
JOHN W. ALDERFER and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
Director and
/s/ Anthony DiCesare* Executive Vice March 7, 1996
- ------------------------------------- President
ANTHONY DICESARE
Director (Vice
/s/ Dr. Craig Fields* Chairman of the March 7, 1996
- ------------------------------------- Board)
DR. CRAIG FIELDS
Director
/s/ Joel Kirschbaum* March 7, 1996
- -------------------------------------
JOEL KIRSCHBAUM
Director
/s/ Alfred H. Wilms* March 7, 1996
- -------------------------------------
ALFRED H. WILMS
Director
/s/ David Robbins* March 7, 1996
- -------------------------------------
DAVID ROBBINS
/s/ John W. Alderfer
*By_____________________________
JOHN W. ALDERFER
ATTORNEY-IN-FACT
</TABLE>
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