UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Amendment No. 1
Under the Securities Exchange Act of 1934
PLAYERS INTERNATIONAL, INC.
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(Name of issuer)
Common Stock $.005 par value per share
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(Title of class of securities)
727903106
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(CUSIP Number)
Don R. Kornstein
Jackpot Enterprises, Inc.
1110 Palms Airport Drive
Las Vegas, Nevada 89119
Tel. No.: (702) 263-5402
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(Name, address and telephone number of person
authorized to receive notices and communications)
March 10, 1999
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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
statement because of Rule 13d-1(b)(3) or (4), check the following |_|.
Check the following box if a fee is being paid with the statement |_|.
1. NAME OF REPORTING PERSON
Jackpot Enterprises, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 88-0169922
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS WC
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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 State of Nevada
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NUMBER OF 7. SOLE VOTING POWER 1,014,400
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 5,299,530
OWNED BY -----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 1,014,400
REPORTING -----------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER
WITH -----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,313,930
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.7%
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14. TYPE OF REPORTING PERSON CO
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Item 1. Security and Issuer.
This Schedule 13D relates to the common stock, par value $.005 per
share (the "Common Stock"), of Players International, Inc. (the "Issuer").
The Issuer is a Nevada corporation with its principal executive offices located
at 1300 Atlantic Avenue, Suite 800, Atlantic City, New Jersey 08401.
Item 2. Identity and Background.
The name of the person filing this statement is Jackpot Enterprises,
Inc., a Nevada corporation ("Jackpot" or, the "Filing Person"). The address of
the principal business and principal office of Jackpot is 1110 Palms Airport
Drive, Las Vegas, Nevada 89119.
The current principal business of Jackpot is to provide gaming machine
route operations throughout Nevada. Schedule A sets forth the name, citizenship,
business or residence address and present principal occupation or employment,
as well as the name and address of any corporation or other organization in
which such occupation or employment is conducted, of each of the directors and
executive officers of Jackpot as of the date hereof.
During the last five years, neither the Filing Person, nor, to the
knowledge of the Filing Person, any person named in Schedule A, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
During the last five years, neither the Filing Person, nor, to the
knowledge of the Filing Person, any person named in Schedule A, was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The initial Schedule 13D, filed on February 18, 1999 related to twelve
stockholder support agreements (the "Support Agreements") among Jackpot and,
respectively, The Griffin Group, Inc., Mr. Peter Aranow, Mr. Vince J.
Naimoli, Mr. Howard A.Goldberg, Mr. Patrick Madamba, Mr. Earl E. Webb, Mr.
Larry Cohen, Mr. Marshall Geller, Mr. Alan R. Buggy, Mr. John Groom, Mr. Lee
Seidler, and Mr. Charles Masson (collectively, the "Stockholders") and the
associated proxy granted to Jackpot by the Stockholders as described in
Item 6 below.
This Amendment No. 1 to the Schedule 13D filed on February 18,
1999, relates to the purchase in the open market by Jackpot of 1,014,400
shares of the Issuer's common stock, at a purchase price of $6.04 per share,
which included all commissions. These shares were purchased with working
capital, as described in Item 4 below.
Item 4. Purpose of Transaction.
On February 8, 1999, Jackpot, JEI Merger Corp. ("Merger Sub"), a
wholly owned subsidiary of Jackpot, and the Issuer entered into an Agreement
and Plan of Merger (the "Merger Agreement"), which provides that Merger Sub will
be merged with and into the Issuer (the "Merger") and each share of Common
Stock will be converted into the right to receive from Jackpot (i) a net
amount of $6.75 in cash, without interest and subject to adjustment in
accordance with the next sentence (the "Cash Consideration"), and (ii) a
fraction (the "Exchange Ratio") of a share of common stock, par value $.01
per share of Jackpot ("Jackpot Common Stock") equal to the quotient
(calculated to the nearest 0.0001) of $1.50 divided by the Average Buyer
Common Stock Price (as defined herein); provided that the Exchange Ratio
shall not exceed 0.30 (the"Stock Consideration" and, together with the Cash
Consideration, the "Merger Consideration"). If but for the proviso in the
preceding sentence the Exchange Ratio would have exceeded 0.30, Buyer may
increase the Cash Consideration amount specified in clause (i) above by the
amount necessary so that at the Effective Time (as defined in the Merger
Agreement) the sum of (a) the Cash Consideration (as so increased) and
(b) the Average Buyer Common Stock Price multiplied by the Exchange
Ratio is equal to $8.25. If Buyer fails to increase the Merger Consideration
to the amount set forth in the preceding sentence, Issuer may terminate the
agreement. "Average Buyer Common Stock Price" shall mean the average regular
way closing price per share of Jackpot Common Stock on the New York Stock
Exchange (the "NYSE") as reported on the NYSE Composite Tape during the
thirty (30) consecutive NYSE trading days immediately preceding the second
NYSE trading day prior to the closing date.
If the Merger is consummated in accordance with the terms of the
Merger Agreement, (i) the directors and officers of Merger Sub immediately prior
to the effective time of the Merger will become the initial directors and
officers of the surviving corporation, respectively, (ii) the Certificate of
Incorporation of the Issuer shall be amended and restated to read as the
Certificate of Incorporation of Merger Sub as in effect immediately prior to
the effective time of the Merger, except that Article One, relating
to the name of the Issuer, shall remain unchanged and (iii) the By-laws of
Merger Sub, as in effect immediately prior to the effective time of the
Merger, shall be the By-laws of the surviving corporation. Additionally, the
Common Stock will be deregistered under the Securities Exchange Act of 1934,
as amended, and delisted from The Nasdaq National Market.
On March 10, 1999, Jackpot purchased 1,014,400 shares of the
Issuer's Common Stock in the open market with working capital (the "Open
Market Purchase"). Jackpot purchased such shares of the Issuer's Common
Stock because the price of the shares purchased by Jackpot was substantially
lower than the price per share as contemplated in the Merger Agreement.
Except as set forth above or in this paragraph and Item 5 below,
Jackpot has not formulated any plans or proposals which relate to or would
result in: (i) the acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer, (ii) an extraordinary
corporate transaction involving the Issuer or any of its subsidiaries, (iii)
a sale or transfer of a material amount of the assets of the Issuer or
any of its subsidiaries, (iv) any change in the present board of directors or
management of the Issuer, (v) any material change in the Issuer's
capitalization or dividend policy, (vi) any other material change in the
Issuer's business or corporate structure, (vii) any change in the Issuer's
charter or bylaws or other instrument corresponding thereto or other
action which may impede the acquisition of control of the Issuer by any person,
(viii) causing a class of the Issuer's securities to be deregistered or
delisted, (ix) a class of equity securities of the Issuer becoming eligible
for termination of registration or (x) any action similar to any of those
enumerated above. Subject to any limitations imposed by gaming or other
regulations, Jackpot may purchase additional shares of the Issuer's Common
Stock which become available in the open market if the purchase price for
such shares is lower than the price per share as contemplated in the Merger
Agreement.
Item 5. Interest in Securities of the Issuer.
As a result of the Support Agreements, the Filing Person may be deemed
to have been the beneficial owner, as of February 8, 1999, of 5,299,530
shares of Common Stock, which represented approximately 16.5% of the shares
of Common Stock outstanding (based on the number of shares of Common Stock
outstanding on February 4, 1999). The number of shares beneficially owned
does not include shares subject to options held by the Stockholders, which
options, pursuant to the Merger Agreement, will be canceled upon consummation of
the Merger.
As a result of the Open Market Purchase, the Filing Person may be
deemed to be the beneficial owner, as of March 10, 1999, of 6,313,930 shares
of Common Stock, which represents approximately 19.7% of the shares of Common
Stock outstanding (based on the number of shares of Common Stock outstanding
on February 4, 1999).
To the knowledge of the Filing Person, except as discussed in Item 4
above, neither the Filing Person nor any other person referred to in Schedule
A beneficially owns or has acquired or disposed of any shares of Common Stock
during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein (including approval by the holders of the
Issuer's outstanding shares of Common Stock and expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended), the Merger Sub will merge with and into the Issuer,
with the Issuer continuing as the surviving corporation, and each issued and
outstanding share of Common Stock, other than shares owned by Jackpot or the
Issuer, will be converted into the right to receive the Merger Consideration.
Pursuant to the Support Agreements, each respective Stockholder has
agreed, among other things, (i) to vote its respective shares in favor of the
adoption of the Merger Agreement and approval of the Merger and the other
transactions contemplated by the Merger Agreement, (ii) to vote against any
transaction pursuant to a third party acquisition proposal or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Issuer
under the Merger Agreement or which could result in any of the conditions to
the Issuer's obligations under the Merger Agreement not being fulfilled,
(iii) to vote in favor of any other matter relating to consummation of the
transactions contemplated by the Merger Agreement, and has granted to Jackpot
an irrevocable proxy to vote the Common Stock owned by such Stockholder
in the event that such Stockholder violates its contractual obligations to
vote as described above. Each Stockholder further agrees to cause the number
of Shares over which he has voting power to be voted in accordance with the
foregoing.
The obligations of the Stockholders under the Support Agreements
terminate upon the earlier of (i) the Effective Time of the Merger or (ii)
termination of the Merger Agreement in accordance with the terms thereof.
The descriptions herein of the Merger Agreement and the Support
Agreements are qualified in their entirety by reference to such agreements,
copies of which were filed as Exhibits 99.1 through 99.13 with the initial
filing of this Form 13D, and which are specifically incorporated herein by
reference in their entirety.
Except as provided in the Merger Agreement and the Support Agreements,
to the best knowledge of the Filing Person, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between
such person and any person with respect to any securities of the Issuer,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
99.1* Agreement and Plan of Merger, dated as of February 8, 1999,
among Jackpot Enterprises, Inc., JEI Merger Corp. and Players
International, Inc.
99.2* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and The Griffin Group, Inc.
99.3* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Peter Aranow.
99.4* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Vince J. Naimoli.
99.5* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Howard A. Goldberg.
99.6* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Patrick Madamba.
99.7* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Earl E. Webb.
99.8* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Larry Cohen.
99.9* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Marshall Geller.
99.10* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Alan R. Buggy.
99.11* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. John Groom.
99.12* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Lee Seidler.
99.13* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Charles Masson.
* Those exhibits designated with an asterisk (*) were filed with the initial
filing of this Form 13D.
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.
JACKPOT ENTERPRISES, INC.
By: /s/ Bob Torkar
__________________________________________
Bob Torkar
Senior Vice President - Finance, Treasurer
and Chief Accounting Officer
Date: March 18, 1999
Exhibit Index
99.1* Agreement and Plan of Merger, dated as of February 8, 1999,
among Jackpot Enterprises, Inc., JEI Merger Corp. and Players
International, Inc.
99.2* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and The Griffin Group, Inc.
99.3* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Peter Aranow.
99.4* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Vince J. Naimoli.
99.5* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Howard A. Goldberg.
99.6* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Patrick Madamba.
99.7* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Earl E. Webb.
99.8* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Larry Cohen.
99.9* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Marshall Geller.
99.10* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Alan R. Buggy.
99.11* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. John Groom.
99.12* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Lee Seidler.
99.13* Stockholder Support Agreement, dated as of February 6, 1999,
among Jackpot Enterprises, Inc. and Mr. Charles Masson.
* Those exhibits designated with an asterisk (*) were filed with the initial
filing of this Form 13D.
Schedule A
DIRECTORS OF JACKPOT ENTERPRISES, INC.
The name, present business address and present principal occupation or
employment of each director of Jackpot Enterprises, Inc. are set forth below.
Each person listed below is a citizen of the United States of America.
<TABLE>
Present Principal
Name Occupation/Employment Present Business Address
<S> <C> <C>
Allan R. Tessler Co-Chairman and Co-Chief 3490 Clubhouse Drive I-2
Executive Officer of Data Wilson, WY 83014
Broadcasting Corporation
Don R. Kornstein President and Chief 1110 Palms Airport Drive
Executive Officer of Las Vegas, Nevada 89119
Jackpot Enterprises,
Inc.
David R. Markin President and Chief 2016 North Pitcher Street
Executive Officer of Kalamazoo, MI 49007
Checker Motors
Corporation
Robert L. McDonald, Sr. Senior Partner of the 241 Ridge Street, 4th Floor
law firm McDonald Carano Reno, Nevada 89501
Wilson McCune Bergin
Frankovich & Hicks LLP
</TABLE>
EXECUTIVE OFFICERS OF JACKPOT ENTERPRISES, INC.
The name and title of each executive officer of Jackpot Enterprises,
Inc. are set forth below. The present business address of each executive
officer listed below is 1110 Palms Airport Drive, Las Vegas, Nevada 89119 and
each person listed below is a citizen of the United States of America.
Name: Title:
Don R. Kornstein President and Chief Executive Officer
George Congdon Senior Vice President - Operations
Bob Torkar Senior Vice President - Finance, Treasurer and
Chief Accounting Officer
