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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(AMENDMENT NO. 1)
Under the Securities Exchange Act of 1934
Jackpot Enterprises, Inc.
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(Name Of Issuer)
Common Stock
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(Title Of Class Of Securities)
466392107
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(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
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(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
February 3, 1998
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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 [ ].
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CUSIP No. 466392107 Page 2
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 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 herein 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 February 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 notified the Board of Directors of
the Company of his intention to present the following proposal (the "Proposal")
at the Company's 1998 Annual Meeting of Shareholders, and requesting that the
Proposal and the Supporting Statement set forth below be included in the
Company's proxy solicitation materials for such 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 acquisition 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 the casino operations, increasingly 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 also believes that the company's
stock has underperformed, and that the current, laggard stock price does not
reflect the company's true value.
The Board of Directors should take immediate action to take all necessary
steps to achieve a sale, merger or other acquisition of the Company on terms
that will maximize shareholder value as promptly as possible. Proponent believes
that this action would be in accordance with the fiduciary obligations of the
Board of Directors.
The Board of Directors must understand that the shareholders' best
interests would now best be served by prompt, diligent, and good faith
implementation of the above resolution. This would be a positive means to enable
the company to realize its potential, and to yield the kind of returns which we
as shareholders deserve.
Shareholders are urged to vote "FOR" the proposal.
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CUSIP No. 466392107 Page 3
The Reporting Persons reserve the right to solicit proxies for the
Proposal or for other proposals, if any, which they may decide to present at the
meeting.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Joint Filing Agreement (incorporated by reference to
Exhibit 1 to Schedule 13D).
Exhibit 2 Letter from Mr. Pavia to the Company dated February 3, 1998.
Exhibit 3 Form of Press Release.
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CUSIP No. 466392107 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: February 3, 1998
Bolero Investment Group, L.P.
By: /s/ Kenneth W. Pavia
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Name: Kenneth W. Pavia, Sr.
Its: General Partner
/s/ Kenneth W. Pavia
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Kenneth W. Pavia, Sr.
FHI, Inc.
By: /s/ Kenneth W. Pavia
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Name: Kenneth W. Pavia, Sr.
Its: President
Florence Partners, Inc.
By: /s/ Charles Powers
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Name: Charles Powers
Its: President
/s/ Charles Powers
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Charles Powers
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CUSIP No. 466392107 Page 5
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement (incorporated by reference to
Exhibit 1 to Schedule 13D).
Exhibit 2 Letter from Mr. Pavia to the Company dated February 3, 1998.
Exhibit 3 Form of Press Release.
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)
EXHIBIT 2
[Letterhead of Bolero Investment Group, L.P.]
February 3, 1998
Mr. Don Kornstein
Jackpot Enterprises, Inc.
1110 Palms Airport Drive
Las Vegas, Nevada 89119
Re: Bolero Investment Group, L.P./ Shareholder Proposal
Dear Mr. Kornstein:
As stated in our 13D filing, the Bolero Group has accumulated over five percent
(5%) of the outstanding shares of Jackpot Enterprises, Inc. ("Jackpot"). In our
previous discussions and correspondence, I had expressed to you my belief that
Jackpot's stock was underperforming based on leading market indices and that
management had failed to unlock Jackpot's inherent value. Despite your assertion
that management was committed to providing long term value, the investment
public has apparently remained firmly unconvinced of management's resolve.
Factors that might explain this seeming pessimism include management's inability
to make an acquisition; the accumulation of cash under the mistaken belief that
the retention of same somehow make it more valuable; the existence of
prohibitive compensation packages and golden parachutes; your admission that the
industry was facing a variety of challenges; the loss of a significant chain
store customer and the inability of the company to divest itself of its casino
operations.
Despite my attempts to discuss these issues with management, it is my perception
that your administration is unwilling or unable to address these concerns and
implement a strategic plan that coherently addresses the challenges facing
Jackpot. As stated previously, Bolero believes that Jackpot's highest and best
use would be as a division of a larger company, a private company, or as a
consolidated member of a strategic alliance. Based on management's intransigent
stance and apparent paralysis in unlocking the company's value, I am proposing
the following resolution 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 acquisition 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 the casino
operations, increasingly 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
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facing the company, and management has failed to take advantage of
opportunities. Proponent also believes that the company's stock has
underperformed, and that the current, laggard stock price does not reflect the
company's true value.
The Board of Directors should take immediate action to take all necessary steps
to achieve a sale, merger or other acquisition of the Company on terms that will
maximize shareholder value as promptly as possible. Proponent believes that this
action would be in accordance with the fiduciary obligations of the Board of
Directors.
The Board of Directors must understand that the shareholders' best interests
would now best be served by prompt, diligent, and good faith implementation of
the above resolution. This would be a positive means to enable the company to
realize its potential, and to yield the kind of returns which we as shareholders
deserve.
Shareholders are urged to vote "FOR" the proposal.
As general partner of the Bolero Investment Group, I am beneficial owner of
462,000 shares of Jackpot common stock. I hereby certify that: (i) I have been
the beneficial owner of at least one thousand dollars in market value of
securities entitled to be voted 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, set forth transactions pursuant to which I acquired beneficial
ownership of certain Jackpot shares. I have not acquired any additional shares
since that filing.
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,
/s/ Kenneth W. Pavia
Kenneth W. Pavia, G.P.
EXHIBIT 3
BOLERO INVESTMENT GROUP ANNOUNCES SHAREHOLDER
RESOLUTION TO SELL JACKPOT ENTERPRISES, INC.
INVESTORS HOLD 5.0% OF JACKPOT SHARES
MIAMI, FL., FEBRUARY 3, 1998 - Bolero Investment Group, L.P. and its General
Partner, Kenneth W. Pavia, Sr. have announced their intent to present the
following resolution at Jackpot Enterprises, Inc.'s 1998 annual shareholders'
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
acquisition of the Company on terms that will maximize shareholder value
as promptly as possible.
Mr. Pavia, in a letter to Mr. Don Kornstein, CEO of Jackpot, states that the
company appears to lack a strategic plan in addressing the challenges
confronting the company. Mr. Pavia also reiterated his belief, based on industry
and market factors, that Jackpot's highest and best use would be as a division
of a larger company, a private company, or as a consolidated member of a
strategic alliance.
In addition to the foregoing, Mr. Pavia offered a number of reasons that may
have contributed to the under-valuation of the company's stock, including
management's inability to make an acquisition; the accumulation of cash under
the mistaken belief that the retention of same somehow make it more valuable;
and the inability of the company to divest itself of its casino operations.
