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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
International Thoroughbred Breeders, Inc.
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(Name of Issuer)
Common Stock, $2.00 par value
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(Title of Class of Securities)
460491 80 6
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(CUSIP Number)
Sarah Hewitt, Esq.
Brown Raysman Millstein Felder & Steiner LLP
120 West 45th Street
New York, New York 10036
(212) 944-1515
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1997
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(Date of Event which Requires Filing
of this Statement)
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. |_|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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CUSIP NO. 460491 80 6 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Credit Suisse First Boston Mortgage Capital LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) | |
(b) | |
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
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5 CHECK BOX 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 Delaware
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NUMBER 7 SOLE VOTING POWER 2,419,509 Shares*
OF ----------------------------------------------------------
SHARES
BENEFICIALLY 8 SHARED VOTING POWER None
OWNED ----------------------------------------------------------
BY
EACH 9 SOLE DISPOSITIVE POWER 2,419,509 Shares*
REPORTING ----------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 2,419,509 Shares*
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES| |
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.2%*
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14 TYPE OF REPORTING PERSON OO
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* See Item 5 hereof
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CUSIP NO. 460491 80 6 13D Page 3 of 5 Pages
Item 1 Security of Issuer
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This Amendment No. 1 to Statement on Schedule 13D relates to shares of
Common Stock, par value $2.00 per share (the "Shares"), of International
Thoroughbred Breeders, Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at P.O. Box 1232, Cherry
Hill, New Jersey 08034.
Item 2 Identity and Background
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This Amendment No. 1 to Statement on Schedule 13D is being filed by
Credit Suisse First Boston Mortgage Capital LLC ("CSFB"). CSFB is a Delaware
limited liability company with its principal address at 11 Madison Avenue, New
York, New York 10010.
Item 3 Source and Amount of Funds or Other Consideration
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Not Applicable
Item 4 Purpose of Transaction
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On July 1, 1997, the Company issued 2,093,868 Shares to Casino-Co
Corporation ("Casino-Co"), a Nevada corporation and wholly owned subsidiary of
Las Vegas Entertainment Network, Inc. ("LVEN"), a Delaware corporation, in
exchange for cancellation of a $10.5 million secured promissory note dated
January 24, 1996 (the "Note") issued by the Company and its wholly owned
subsidiary, Orion Casino Corporation, to LVEN's wholly owned subsidiary, Country
Land Properties, Inc. ("CLP"), in connection with the acquisition of the El
Rancho property in Las Vegas, which Note had previously been assigned by CLP to
Casino-Co (the "Conversion"). The Company also issued 232,652 Shares to CSFB in
consideration of CSFB's consent to the Conversion. The Shares issued to
Casino-Co and CSFB were based on a valuation of approximately $5.00 per Share.
In a separate transaction, the Company is discussing with LVEN the
acquisition of Casino-Co which holds a right to receive certain contingent
consideration based on the "adjusted cash flow" from the development of the Las
Vegas property. The acquisition is subject to, among other things, an
independent valuation of Casino-Co, the receipt of independent fairness opinions
and Board and shareholder approval. There can be no assurance that such
transaction will be completed. If such transaction were to be completed, CSFB
may receive additional Shares in connection with such transaction.
Except as indicated in this Amendment No. 1 to Statement on
Schedule 13D, CSFB currently has no specific plans or proposals that relate or
would result in any of the matters described in
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CUSIP NO. 460491 80 6 13D Page 4 of 5 Pages
subparagraphs (b) - (j) of item 4 of Schedule 13D.
Item 5 Interest in the Securities of the Issuer
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The Company had a total of 11,651,528 shares of Common Stock outstanding
on May 19, 1997, as disclosed by the Company in its quarterly report on Form
10-Q for the period ended March 31, 1997.
Pursuant to Rule 13d-3, CSFB owns 232,652 Shares and may be deemed to
beneficially own an aggregate of 2,186,857 Shares issuable upon exercise or
conversion of other securities as contemplated by Rule 13d-3(d)(1)(i). All of
such Shares (totaling 2,419,509 Shares) constitute an aggregate of 17.2% of the
outstanding Common Stock, assuming the exercise or conversion of the
aforementioned securities. For purposes of Section 13(d), CSFB may be deemed to
have sole power to vote or to direct the vote, and to dispose or to direct the
disposition, of all of such Shares.
Except as set forth herein, CSFB does not beneficially own any
shares of Common Stock of the Issuer or has not engaged in any transaction in
any such Shares during the sixty day period immediately preceding the date
hereof.
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CUSIP NO. 460491 80 6 13D Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information with respect to CSFB set forth in this
statement is true, complete and correct.
CREDIT SUISSE FIRST BOSTON MORTGAGE
CAPITAL LLC
By: /s/ William Adamski
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Name: William Adamski
Title: Vice-President
Dated: August 8, 1997
