SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2500
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
May 9, 2000
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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: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
<PAGE>
Cusip No. 800091100
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1) Names of Reporting Persons/I.R.S. Identification Nos. of Above Persons
(entities only):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
________________________________________________________________________________
3) SEC Use Only
________________________________________________________________________________
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
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Number of 7) Sole Voting Power: *
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Shares Beneficially 8) Shared Voting Power: *
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Owned by
Each Reporting 9) Sole Dispositive Power: *
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Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 248,900*
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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): 5.5%*
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14) Type of Reporting Person (See Instructions): IA, IN
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*As of May 9, 2000, Cerberus Partners, L.P. ("Cerberus") was the holder of
62,800 shares ("Shares") of common stock of The Sands Regent (the "Company") and
Cerberus International, Ltd. ("International") was the holder of 103,400 Shares.
Stephen Feinberg possesses sole power to vote and direct the disposition of all
securities of the Company owned by each of Cerberus and International. In
addition, as of such date, 82,700 Shares were owned by certain private
investment funds (the "Funds") for which Stephen Feinberg possesses certain
investment authority. Thus, for the purposes of Reg. Section 240.13d-3, Stephen
Feinberg is deemed to beneficially own 248,900 Shares, or 5.5% of those deemed
issued and outstanding pursuant to Reg. Section 240.13d-3. See Item 5 for
further information.
<PAGE>
Item 5. Interest in Securities of the Issuer.
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Based upon the Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1999, there were 4,497,722 Shares outstanding as of February
11, 2000.
As of May 9, 2000, Cerberus was the holder of 62,800 Shares and
Cerberus International was the holder of 103,400 Shares. In addition, as of such
date 82,700 Shares were owned by the Funds. Stephen Feinberg possesses (i) sole
power to vote and direct the disposition of all securities of the Company owned
by each of Cerberus and International and (ii) power to direct the disposition
of Shares owned by the Funds. Thus, for the purposes of Reg. Section 240.13d-3,
Stephen Feinberg is deemed to beneficially own 248,900 Shares, or 5.5% of those
deemed issued and outstanding pursuant to Reg. Section 240.13d-3.
The only transactions in Shares, or securities convertible into
Shares, by Mr. Feinberg or any person or entity controlled by him or any person
or entity for which he possesses voting or investment control over the
securities thereof, since the most recent filing on Schedule 13D by Mr. Feinberg
were as follows (each of which was effected in an ordinary brokerage
transaction):
I. Cerberus Partners, L.P.
(Purchases)
NONE
(Sales)
Date Quantity Price
May 9, 2000 17,000 $1.72
II. Cerberus International, Ltd.
(Purchases)
NONE
(Sales)
Date Quantity Price
May 9, 2000 28,000 $1.72
<PAGE>
III. The Funds
(Purchases)
NONE
(Sales)
Date Quantity Price
May 9, 2000 22,200 $1.72
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.
May 14, 2000
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity
as the manager member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.
and as the investment manager for
each of Cerberus International, Ltd.
and the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
