Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(AMENDMENT NO. 3)
Under the Securities Exchange Act of 1934
JACKPOT ENTERPRISES, INC.
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
466392107
(CUSIP NUMBER)
Kenneth W. Pavia, Sr.
Bolero Investment Group, L.P.
Ingraham Building
25 S.E. 2nd Avenue, Suite 720
Miami, Florida 33131
(305) 371-5200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
Copy To:
Troy J. Rillo
Kirkpatrick & Lockhart LLP
201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131
(305) 539-3355
JUNE 4, 1998
(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 [ ].
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CUSIP No. 46639210 Page 2
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 3 to Schedule 13D is being filed on behalf of the
undersigned Reporting Persons to amend the Schedule 13D filed January 14, 1998
(the "Schedule 13D"), relating to shares of common stock, par value $0.01 per
share (the "Shares"), of Jackpot Enterprises, Inc., a Nevada corporation (the
"Company"). The principal executive offices of the Company are located at 1110
Palms Airport Drive, Las Vegas, Nevada 89119. Unless otherwise indicated, all
capitalized terms used herein but not defined shall have the same meanings as
set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 to the Schedule 13D is hereby amended, in pertinent part, as
follows:
On June 3, 1998, Mr. Pavia, on behalf of the Bolero Investment Group,
L.P., delivered a letter to the Company, which letter is filed as Exhibit 2 and
is incorporated by reference herein, which, among other things, notified the
Board of Directors of the Company of his intention to present an amended
shareholder proposal (the "Proposal") at the Company's 1998 Annual Meeting of
Shareholders. Mr. Pavia amended the Proposal due to persistent rumors that the
Company recently received a buyout offer which was subsequently rejected by the
Board. The Board has steadfastly refused to either confirm or deny these rumors.
In his letter, Mr. Pavia requested that the Proposal and the Supporting
Statement set forth below be included in the Company's proxy solicitation
materials for the Company's 1998 Annual Meeting of Shareholders.
RESOLVED, that the shareholders hereby inform the Board of Directors that it is
the desire of the shareholders that the Board of Directors immediately take the
necessary steps to achieve a sale, merger, or other disposition of the company
on terms that will maximize shareholder value as promptly as possible.
SUPPORTING STATEMENT
Proponent believes that the company is facing a variety of challenges and
opportunities that management has failed or refused to address. Factors such as
the loss of a significant chain store customer, the inability to sell its casino
operations, increasing competitive market conditions and the consolidation that
is occurring within the industry are events or trends that Jackpot is
ill-equipped to satisfactorily resolve. These factors are fundamental issues
facing the company, and management has failed to take advantage of
opportunities. Proponent believes that the company's stock has underperformed,
and that the current, laggard stock price does not reflect the company's true
value.
Proponent believes that the company recently received a buyout offer which was
subsequently rejected by the Board. Proponent believes that Jackpot has an
obligation to inform its shareholders of the existence of such a buyout offer
and give its shareholders an opportunity to vote on the terms of such an offer.
By unilaterally rejecting the offer, the Board may have, in Proponent's opinion,
placed its own self interest ahead of the interests of its shareholders and in
so doing has deprived its shareholders of their inherent right to determine the
best course of action for the company. Shareholders are urged to send a clear
message to the Board that such conduct will not be tolerated. Proponent believes
that the Board should immediately take the necessary steps to achieve a sale,
merger, or other disposition of the company on terms that will maximize
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CUSIP No. 46639210 Page 3
shareholder value. Proponent believes that this action would be in accordance
with the fiduciary obligations of the Board of Directors.
SHAREHOLDERS ARE URGED TO VOTE "FOR" THE PROPOSAL.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement (incorporated by reference to
Schedule 13D).
Exhibit 2 Letter from Mr. Pavia to the Company dated June 3, 1998.
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CUSIP No. 46639210 Page 4
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 4, 1998
Bolero Investment Group, L.P.
By: /s/ Kenneth W. Pavia, Sr.
-------------------------
Name: Kenneth W. Pavia, Sr.
Its: General Partner
/s/ Kenneth W. Pavia, Sr.
-------------------------
Kenneth W. Pavia, Sr.
FHI, Inc.
By: /s/ Kenneth W. Pavia, Sr.
-------------------------
Name: Kenneth W. Pavia, Sr.
Its: President
Florence Partners, Inc.
By: /s/ Charles Powers
------------------
Name: Charles Powers
Its: President
/s/ Charles Powers
------------------
Charles Powers
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CUSIP No. 46639210 Page 5
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement (incorporated by reference to
Schedule 13D).
Exhibit 2 Letter from Mr. Pavia to the Company dated June 3, 1998.
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CUSIP No. 46639210 Page 6
EXHIBIT 1
JOINT FILING AGREEMENT
(Incorporated by reference to Exhibit 1 to Schedule 13D filed with
the Securities and Exchange Commission on January 14, 1998)
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CUSIP No. 46639210 Page 7
EXHIBIT 2
[Letterhead of Bolero Investment Group, L.P.]
June 3, 1998
Mr. Don Kornstein, CEO
Jackpot Enterprises Inc.
1110 Palms Airport Drive
Las Vegas, NV 89119
Re: Bolero Investment Group/Shareholder Proposal
Dear Mr. Kornstein:
As general partner of the Bolero Investment Group, which beneficially owns over
five (5%) percent of Jackpot Enterprises Inc.'s outstanding shares, I am writing
to submit an amended shareholder proposal to be considered at the company's 1998
Annual Meeting. As you may recall, I previously submitted a shareholder proposal
on February 3, 1998, requesting that the Board of Directors take the necessary
steps to achieve a sale, merger or other acquisition of the company on terms
that would maximize shareholder value as promptly as possible. The submission of
the foregoing was based on the perception that the company was facing a variety
of challenges that management was unable or unwilling to address. Additionally,
the company's share performance was cited as a contributing factor in advancing
Bolero's shareholder proposal.
Shortly thereafter I began to receive phone calls from individuals and entities
regarding the potential sale of Jackpot. The reports were specific in nature and
identified the potential buyer as well as the range in which the offer was being
allegedly made. As these rumors persisted through the months of April and May, I
began to correspond directly with management in order to advise them of the
situation and the possible implications of these rumors. Management's response
was to issue qualified denials and refuse to either confirm the substance of
these allegations or deny their veracity. It became apparent that the company's
desire for frankness and candor with its owners, the shareholders, was less than
expected under notions of proper corporate governance. Additionally,
management's intransigence seemed at odds with the stated goals of the
Securities Exchange Act of 1934 and the relevant case law.
I have recently been informed that not only was an offer received by the company
but that it was rejected by the Board. This alleged decision by the Board, if
true, deprived the shareholders of exercising their inherent rights as owners of
Jackpot Enterprises Inc. It is within the province of shareholders to entertain
offers for their company and vote on their desirability. If the Board has made a
unilateral decision without informing the shareholders of the terms and
conditions of a received offer, it has in effect chilled any discussion on the
status of the company, the performance of management and the desirability of
maintaining the current course of operations. I would respectfully submit that
the ability to decide on offers and voice shareholder concerns are inherent
rights that are vested at the time of purchase of a company's stock and that
these rights are unalienable. If the rumors of a rejected offer are indeed
correct, the company has done a great disservice to its shareholders.
Based on my previous attempts to engage management and the Board in an open and
frank discussion regarding the company, its perceived challenges, it obligations
in regard to received offers and its fiduciary duties to its shareholders, and
the inability to agree on a consensus regarding the foregoing, I hereby submit
the following amended resolution and supporting statement, which shall supersede
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CUSIP No. 46639210 Page 8
the previous shareholder proposal and supporting statement, to be presented to
the shareholders at Jackpot's 1998 annual meeting:
RESOLVED, that the shareholders hereby inform the Board of Directors that it is
the desire of the shareholders that the Board of Directors immediately take the
necessary steps to achieve a sale, merger, or other disposition of the company
on terms that will maximize shareholder value as promptly as possible.
SUPPORTING STATEMENT
Proponent believes that the company is facing a variety of challenges and
opportunities that management has failed or refused to address. Factors such as
the loss of a significant chain store customer, the inability to sell its casino
operations, increasing competitive market conditions and the consolidation that
is occurring within the industry are events or trends that Jackpot is ill
equipped to satisfactorily resolve. These factors are fundamental issues facing
the company, and management has failed to take advantage of opportunities.
Proponent believes that the company's stock has underperformed, and that the
current, laggard stock price does not reflect the company's true value.
Proponent believes that the company recently received a buyout offer which was
subsequently rejected by the Board. Proponent believes that Jackpot has an
obligation to inform its shareholders of the existence of such a buyout offer
and give its shareholders an opportunity to vote on the terms of such an offer.
By unilaterally rejecting the offer, the Board may have, in Proponent's opinion,
placed its own self interest ahead of the interests of its shareholders and in
so doing has deprived its shareholders of their inherent right to determine the
best course of action for the company. Shareholders are urged to send a clear
message to the Board that such conduct will not be tolerated. Proponent believes
that the Board should immediately take the necessary steps to achieve a sale,
merger, or other disposition of the company on terms that will maximize
shareholder value. Proponent believes that this action would be in accordance
with the fiduciary obligations of the Board of Directors.
SHAREHOLDERS ARE URGED TO VOTE "FOR" THE PROPOSAL.
As general partner of the Bolero Investment Group, I am beneficial owner of
465,700 shares of Jackpot common stock. I hereby certify that: (i) I have been
beneficial owner of at least one thousand dollars in market value securities
entitled to vote on the proposal at the 1998 Annual Meeting of Shareholders;
(ii) I have held such securities for at least one year; and (iii) I intend to
continue to own such shares through the date of the 1998 Annual Meeting of
shareholders. I am not the holder of record of any shares at this time. The
Schedule 13D filed by Bolero, FHI Inc., Florence Partners Inc., Mr. Charles
Powers and myself with the Securities and Exchange Commission on January 14,
1998, as amended, set forth transactions pursuant to which I acquired beneficial
ownership of certain Jackpot shares.
Please advise as to the Board's position on this matter and if there are any
additional requirements necessary to include the proposal in the proxy
materials.
Sincerely,
Kenneth W. Pavia, G.P.
