SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)
ALLIANCE GAMING CORPORATION
(Name of Issuer)
Common Stock, Par Value $.10 per Share
(Title of Class of Securities)
36465410
(CUSIP Number)
David W. Heleniak, Esq.
Shearman & Sterling
599 Lexington Avenue
New York, New York 10022
Telephone: (212) 848-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
August 25, 1998
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP No. 36465410
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Alfred H. Wilms
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No Social Security Number
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
[ ] (a) -----------------------------------------------------------------
[ ] (b) -----------------------------------------------------------------
(3) SEC Use Only -----------------------------------------------------------
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(4) Sources of Funds (See Instructions) BK
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
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(6) Citizenship or Place of Organization Belgium
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Number of (7) Sole Voting Power 7,034,082
Shares -----------------------------
Beneficially -------------------------------------------------
Owned by (8) Shared Voting Power 0
Each ---------------------------
Reporting -------------------------------------------------
Person (9) Sole Dispositive Power 7,034,082
With ------------------------
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(10) Shared Dispositive Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person 7,034,082
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
20.8%
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(14) Type of Reporting Person (See Instructions) IN
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Item 1. Securities and Issuer.
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Alfred H. Wilms (the "Reporting Person") hereby amends, supplements
and restates his Schedule 13D as previously amended, originally filed January 9,
1984, relating to the shares of common stock, par value $.10 per share ("Issuer
Common Stock"), of Alliance Gaming Corporation, a Nevada corporation (the
"Issuer"), with principal executive offices at 6601 South Bermuda Rd., Las
Vegas, Nevada 89119.
Item 3. Source and Amount of Funds or Other Consideration.
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The Reporting Person's interest in shares of Issuer Common Stock was
initially acquired through Omega Enterprises, Inc. ("Omega") which filed the
original Statement on Schedule 13D on January 9, 1984. Omega acquired 4,000,000
Shares of Issuer Common Stock on November 17, 1983 for $1,200,000 in cash. This
purchase was made pursuant to an Agreement dated September 22, 1983 between the
Issuer and Omega. Such Agreement was filed as an exhibit to the original
Statement on Schedule 13D. The Reporting Person was Chairman of the Board and
Vice-President of Omega at the time of such purchase.
On March 5, 1984, the Reporting Person purchased 76,000 shares of
Issuer Common Stock for a total consideration of $158,750. All such funds
represented personal funds of the Reporting Person.
On April 2, 1984, the Reporting Person's holdings were reduced to
56,000 shares of Issuer Common Stock in a 1 for 5 stock split.
Between April 3, 1984 and November 7, 1989, the Reporting Person
acquired an aggregate of 110,470 shares of Issuer Common Stock through open
market purchases and disposed of an aggregate of 8,102 shares of Issuer Common
Stock on the open market as follows:
Date No. of Shares Purchased (Sold) Price Per Share
---- ------------------------------ ---------------
04/03/84 5,000 2.0000
04/04/84 5,000 2.1875
04/05/84 10,000 2.1875
10/10/84 559 1.6400
10/10/84 1,018 1.9800
10/10/84 750 3.0000
10/10/84 1,107 1.7500
08/14/85 1,341 1.3750
08/14/85 850 2.5000
08/14/85 808 2.6875
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Date No. of Shares Purchased (Sold) Price Per Share
---- ------------------------------ ---------------
09/16/86 622 2.4100
09/16/86 593 2.5300
09/16/86 750 2.0000
09/16/86 1,572 2.6200
12/29/86 32,500 6.0000
03/18/87 (3,116) 1.0000
10/22/87 2,000 4.1250
10/22/87 4,000 4.2500
10/22/87 5,000 3.6875
10/22/87 5,000 3.8175
10/23/87 2,300 4.2500
10/26/87 3,500 4.1250
10/26/87 5,000 4.2500
10/27/87 15,000 4.0625
12/08/87 1,200 3.8750
06/24/88 (2,493) 1.0000
11/21/88 (2,493) 1.0000
11/07/89 5,000 10.0000
On December 31, 1984, the Reporting Person acquired 2,624,067 shares
of Issuer Common Stock as a result of the merger of Omega Inc. into the Issuer.
No funds were expended, because the consideration involved the corporate assets
of Omega pursuant to the terms of the merger.
On June 1, 1988, the Reporting Person acquired 499,634 shares of
Issuer Common Stock. This purchase was made pursuant to a Stock Purchase
Agreement dated May 2, 1988 between the Reporting Person and the Issuer at a
price of $3.4125 per share, aggregating $1,705,000, which price constituted 70%
of the average closing prices of the Issuer Common Stock reported by NASDAQ on
its National Market System during the 30 trading days immediately prior to the
execution of such agreement. Such agreement was filed as an exhibit to Amendment
No. 6 to the Reporting Person's Schedule 13D. The consideration for this
purchase was the surrender and cancellation by the Reporting Person of a
promissory note payable to him by the Issuer in the principal amount of
$1,705,000. No cash funds were involved.
On June 24, 1988, the Reporting Person acquired 450,000 shares of
Issuer Common Stock for an aggregate purchase price of $2,497,500 in cash from
his personal funds. This purchase was made pursuant to an Agreement dated June
20, 1988 among Elizabeth M. Fulton, the Issuer, and the Reporting Person. Such
agreement was filed as an exhibit to Amendment No. 7 to the Reporting Person's
Schedule 13D.
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On May 15, 1990, the Reporting Person acquired 1,202,013 shares of
Issuer Common Stock at a price of $8.3194 per share, aggregating $10,000,000,
which price constituted 90% of the average closing prices of Issuer Common Stock
for the 20 days prior to the execution of such agreement. This purchase was made
pursuant to a Stock Purchase Agreement dated April 30, 1990 between the Issuer
and the Reporting Person. Such agreement was filed as an exhibit to Amendment
No. 8 to the Reporting Person's Schedule 13D. The funds used by the Reporting
Person to make such purchase were obtained pursuant to a bank loan from Banque
Bruxelles Lambert S.A. pursuant to a Loan Agreement between such bank and the
Reporting Person. Such loan agreement was filed as an exhibit to Amendment No. 9
to the Reporting Person's Schedule 13D.
On December 17, 1991, the Reporting Person received 100,000 shares of
Issuer Common Stock from the Issuer as compensation for services rendered to the
Issuer.
In March 1992, the Reporting Person received a warrant (the "first
Warrant") to purchase up to 200,000 shares of Issuer Common Stock at $2.50 per
share, subject to adjustment, as a commitment fee for a loan to Video Services,
Inc., a majority controlled subsidiary of the Issuer ("VSI") of up to
$6,500,000. On October 31, 1993 upon the funding of the balance of such loan to
VSI, the Reporting Person received an additional warrant (together with the
first Warrant, the "Warrants") to purchase up to an additional 1,800,000 shares
of Issuer Common Stock at $2.50 per share, subject to adjustment. This loan has
been repaid in full. The Amended Warrant Agreement between the Issuer and the
Reporting Person was filed as an exhibit to Amendment No. 11 to the Reporting
Person's Schedule 13D.
On August 25, 1998, the Reporting Person acquired 2,000,000 shares of
Issuer Common Stock for $2.50 per share ($5,000,000 in the aggregate) upon
exercise of the Warrants. The funds used by the Reporting Person to make such
purchase were obtained pursuant to a bank loan from Banque Bruxelles Lambert
S.A. pursuant to a Loan Agreement between such bank and the Reporting Person.
Such loan agreement was filed as an exhibit to Amendment No. 9 to the Reporting
Person's Schedule 13D.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, the Reporting Person beneficially owns
7,034,032 shares of Issuer Common Stock (20.8% of outstanding).
(b) Subject to the terms of his irrevocable proxy and the Stockholders
Agreement, as amended, described below and filed as exhibits to Amendment No. 11
to the Reporting Person's Schedule 13D, the Reporting Person has sole power to
vote or dispose of the 7,034,032 shares.
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Item 7. Material to Be Filed as Exhibits.
7.1 Agreement dated September 22, 1983 between the Issuer and Omega
Enterprises, Inc. (exhibit to Statement on Schedule 13D filed January 9, 1984).
7.2 Stock Purchase Agreement dated May 2, 1988 between the Issuer and
Alfred H. Wilms (exhibit to Amendment No. 6 to Schedule 13D, filed June 27,
1988).
7.3 Agreement dated June 20, 1988 among Elizabeth M. Fulton, the Issuer
and Alfred H. Wilms (exhibit to Amendment No. 7 to Schedule 13D, filed July 7,
1988).
7.4 Stock Purchase Agreement dated April 30, 1990 between the Issuer and
Alfred H. Wilms (exhibit to Amendment No. 8 to Schedule 13D, filed June 8,
1990).
7.5 Loan Agreement from Banque Bruxelles Lambert S.A. to Alfred H. Wilms.
(exhibit to Amendment No. 9 to Schedule 13D, filed November 19, 1990).
7.6 Letter Agreement, dated June 25, 1993, among United Gaming, Inc.,
Kirkland-Ft. Worth Investment Partners, L.P., Kirkland Investment Corporation
and, as to certain provisions, Mr. 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) and Exhibit D (form of Warrant Agreement) and Exhibit E (form of
press release) thereto (exhibit to Amendment No. 10 to Schedule 13D filed June
30, 1993).
7.7 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 (exhibit to Amendment No. 10 to Schedule 13D filed June
30, 1993).
7.8 Agreement delivered September 21, 1993 among Kirkland, KIC, GSA and
the Reporting Person (exhibit to Amendment No. 11 to Schedule 13D, filed
September 30, 1993).
7.9 Stockholders Agreement dated September 21, 1993 (exhibit to Amendment
No. 11 to Schedule 13D, filed September 30, 1993).
7.10 Irrevocable Proxy (exhibit to Amendment No. 11 to Schedule 13D, filed
September 30, 1993).
7.11 Amended Warrant Agreement between the Reporting Person and the Issuer
(exhibit to Amendment No. 11 to Schedule 13D, filed September 30, 1993).
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7.12 Amendment Agreement dated as of October 20, 1994 to the Stockholders
Agreement dated September 21, 1993 (incorporated by reference to exhibit 10.13
to the Issuer's Annual Report on Form 10-K for the year ended June 30, 1997).
7.13 Director Agreement dated as of October 20, 1994 between the Reporting
Person and the Issuer (exhibit to Amendment No. 12 to Schedule 13D, filed
January 20, 1998).
7.14 Letter Agreement dated March 3, 1996 between the Reporting Person and
Kirkland Investment Corporation (exhibit to Amendment No. 12 to Schedule 13D,
filed January 20, 1998).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
November 5, 1998
By /s/ Alfred H. Wilms
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Name: Alfred H. Wilms
