UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Amendment No. 2
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)
December 23, 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 0
SHARES -----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY -----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------------
PERSON 10. SHARED DISPOSITIVE POWER 0
WITH -----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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) 0%
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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 in connection with
the execution of the Agreement and Plan of Merger among Jackpot, JEI
Merger Corp. and the Issuer dated as of February 8, 1999 (the "Merger
Agreement") relating to the proposed acquisition of the Issuer by Jackpot.
The Merger Agreement was terminated in August 1999 prior to consummation
of the proposed acquisition.
Amendment No. 1 to the Schedule 13D filed on February 18,
1999, related 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.
This Amendment Number 2 to the Schedule 13D relates to the sale by
Jackpot in a private transaction of 1,004,400 shares of the Issuer's common
stock at a price of $8.38 per share. Previously Jackpot sold 10,000 shares
of the issuer's common stock in open market transactions.
Item 4. Purpose of Transaction.
On March 10, 1999, Jackpot purchased 1,014,400 shares of the
Issuer's Common Stock in the open market with working capital.
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.
On December 23, 1999 Jackpot sold, in a private transaction,
1,004,400 shares of the Issuer's common stock at a price of $8.38 per
share. Previously, Jackpot sold 10,000 shares of the issuer's common stock in
open market transactions.
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.
Item 5. Interest in Securities of the Issuer.
As a result of the sales described in Item 4 above, the Filing Person
is not the beneficial owner, as of December 23, 1999, of any shares of Common
Stock of the Issuer.
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
of the Issuer during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
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: January 5, 2000
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
