SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
THE SANDS REGENT
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(Name of Issuer)
Common Stock, par value $.05 per share
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(Title of Class of Securities)
800091100
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein, Sandler, Kohl,
28th Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(201) 992-8700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
June 13, 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 l3G 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 l3d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 382,800*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 8.5%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 96,600 shares (2.2%) of The Sands Regent common stock are owned by
Cerberus Partners, L.P., a Delaware limited partnership ("Cerberus").
140,800 shares (3.1%) of The Sands Regent common stock are owned by
Cerberus International, Ltd., a corporation organized under the laws of the
Bahamas ("International"). 18,300 shares (0.4%) of The Sands Regent common
stock are owned by Ultra Cerberus Fund, Ltd., a corporation organized under
the laws of the Bahamas ("Ultra"). Stephen Feinberg possesses sole voting
and investment control over all securities owned by Cerberus, International
and Ultra. In addition, 127,100 shares (2.8%) of The Sands Regent common
stock are owned by various other persons and entities for which Stephen
Feinberg possesses certain investment authority. See Item 5 for further
information on the computation of percentages set forth herein.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.05 per share,
of The Sands Regent (the "Company"), whose principal executive offices are
located at 345 North Arlington Avenue, Reno, Nevada 89501.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the general partner of Cerberus Associates, L.P., the general
partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager
for each of Cerberus International, Ltd. ("International"), Ultra Cerberus Fund,
Ltd. ("Ultra") and certain other private investment funds (the "Funds").
Cerberus, International, Ultra and the Funds are engaged in the investment in
personal property of all kinds, including but not limited to capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of whatever
kind and nature. Mr. Feinberg has never been convicted in any criminal
proceeding, nor has he been a party to any civil proceeding commenced before a
judicial or administrative body of competent jurisdiction as a result of which
he was or is now 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. Mr.
Feinberg is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of common stock of the Company on
behalf of Cerberus, International, Ultra and the Funds come directly from the
net assets of Cerberus, International, Ultra and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the shares of common stock referred to in Item 5 is
solely for investment purposes on behalf of Cerberus, International, Ultra and
the Funds, respectively. Stephen Feinberg has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on
Form 10 -Q for the quarterly period ended March 31, 1997, on May 13, 1997 there
were issued and outstanding 4,498,722 shares of common stock of the Company. As
of June 13, 1997, Cerberus owned 96,600 of such shares, or 2.2% of those
outstanding; International owned 140,800 of such shares, or 3.1% of those
outstanding; Ultra owned 18,300 of such shares, or 0.4% of those outstanding and
the Funds in the aggregate owned 127,100 of such shares, or 2.8% of those
outstanding. Stephen Feinberg possesses (i) sole power to vote and direct the
disposition of all shares of common stock of the Company owned by each of
Cerberus, International and Ultra and (ii) power to direct the disposition of
the shares of common stock of the Company owned by the Funds. The following
table sets forth the transactions by each of Cerberus, International, Ultra and
the Funds in shares of common stock of the Company during the past sixty days,
each of which were effected in an ordinary brokers transaction.
Cerberus Partners, L.P.
Date Quantity Price
(Purchases)
May 6, 1997 2,000 $2.27
May 13, 1997 4,200 $1.82
June 4, 1997 9,500 $2.53
June 13, 1997 47,000 $2.54
(Sales)
NONE
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Cerberus International, Ltd.
Date Quantity Price
(Purchases)
May 6, 1997 4,000 $2.27
June 13, 1997 20,000 $2.50
June 13, 1997 25,000 $2.54
(Sales)
June 13, 1997 2,000 $2.46
Ultra Cerberus Fund, Ltd.
Date Quantity Price
(Purchases)
May 7, 1997 5,000 $1.99
June 13, 1997 4,000 $2.54
(Sales)
NONE
The Funds
Date Quantity Price
(Purchases)
May 6, 1997 3,600 $2.27
June 13, 1997 74,000 $2.54
(Sales)
NONE
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships
exist with respect to the shares of common stock of the Company between Stephen
Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
June 20, 1997
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity as the general
partner of Cerberus Associates, L.P., the general
partner of Cerberus Partners, L.P. and as the
investment manager for each of Cerberus International,
Ltd., Ultra Cerberus Fund, Ltd. and the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
