<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Colorado Gaming & Entertainment Co.
(Name of Issuer)
Common
(Title of Class of Securities)
196469100
(CUSIP Number)
Check the following box if a fee is being paid with this statement /x/. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*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 the
disclosures provided in a prior cover page.
The information required in 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 1 of 8 pages
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CUSIP NO. 196469100 13G Page 2 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PaineWebber Incorporated
13-2638166
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Joint filing
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,082,628
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
1,082,628
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,082,628 (Not to be construed as an admission of beneficial
ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.07%
12 TYPE OF REPORTING PERSON*
HC, CO, BD, IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
<PAGE> 3
CUSIP NO. 196469100 13G Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mitchell Hutchins Asset Management Inc.
13-2895752
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Joint filing
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
NUMBER OF 0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,082,628
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH 8 SHARED DISPOSITIVE POWER
1,082,628
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,082,628 (Not to be construed as an admission of beneficial
ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.07%
12 TYPE OF REPORTING PERSON*
CO, BD, IA
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 3 of 8 pages
<PAGE> 4
CUSIP NO. 196469100 13G Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PaineWebber Managed Investments Trust
13-3414296
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
Joint filing
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
5 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH 768,570
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
768,570
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
768,570 (Not to be construed as an admission of beneficial
ownership)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.95%
12 TYPE OF REPORTING PERSON*
IC
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 4 of 8 pages
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Item 1.
(a) Name of Issuer: Colorado Gaming & Entertainment Co.
(b) Address of Issuer's Principal Executive Offices:
One Norwest Center
1700 Lincoln, 49th Floor
Denver, CO 80203
Item 2.
(a) Name of Person Filing: PaineWebber Incorporated
(b) Address of Principal Business Office: 1285 Avenue of the Americas
New York, NY 10019
(c) Citizenship: Delaware
(d) Title of Class Securities: Common
(e) CUSIP Number: 196469100
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether person filing is a:
(a) (X) Broker or Dealer registered under Section 15 of the Act
(b) ( ) Bank as defined in Section 3(a)(6)of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8 of the Investment
Company Act
(e) (X) Investment Adviser Registered under Section 203 of the Investment
Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; See Section 240.13d-1(b)(1)(ii)(F)
(g) (X) Parent Holding Company, in accordance with Section 240.13d-1(b)
(ii)(G) (Note: See Item 7)
(h) ( ) Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
PaineWebber Incorporated, Mitchell Hutchins Asset Management Inc. and
PaineWebber Managed Investments Trust each disclaim direct beneficial
ownership of the securities of Colorado Gaming & Entertainment Co. reported
herein, and the filing of this Schedule 13G shall not be construed as an
admission that these companies are the beneficial owners of any Colorado
Gaming & Entertainment Co. securities.
(a) Amount Beneficially Owned: See line item (9) of the cover pages.
(b) Percent of Class: See line item (11) of the cover pages.
Page 5 of 8 pages
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(c) Number of Shares as to which such person has:
<TABLE>
<S> <C>
(i) Sole power to vote or to direct the vote: See line item (5) of the cover pages.
(ii) Shared power to vote or to direct the vote: See line item (6) of the cover pages.
(iii) Sole power to dispose or to direct the disposition of: See line item (7) of the cover pages.
(iv) Shared power to dispose or to direct the disposition of: See line item (8) of the cover pages.
</TABLE>
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than 5 percent of the class of securities, check the following ( ).
Item 6. Ownership of More than Five Percent on Behalf of Another:
Various persons have the right to receive, or the power to direct the
receipt of, dividends or proceeds from the sale of securities reported
herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company:
See Exhibit A.
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
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.
Signature:
PAINEWEBBER INCORPORATED
Date: August 14, 1996 By: /s/ Charles Wilmot
---------------------------
Charles Wilmot
Corporate Vice President
Page 6 of 8 pages
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EXHIBIT A TO SCHEDULE 13G
ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
Mitchell Hutchins Asset Management Inc. ("MHAM") is a wholly-owned
subsidiary of PaineWebber Incorporated ("PWI"). PWI is a parent holding company
as that term is defined by Rule 13d-1(b)(1)(ii)(G) of the Securities Exchange
Act of 1934 (the "Act"). PWI and MHAM are broker-dealers registered under
Section 15 of the Act, and investment advisers registered under Section 203 of
the Investment Advisers Act of 1940. PaineWebber Managed Investments Trust
("Managed Investments"), which is an investment company registered under Section
8 of the Investment Company Act, is advised by MHAM.
PWI and MHAM are Delaware corporations whose business address is as
follows:
1285 Avenue of the Americas
New York, NY 10019
Managed Investments is a Massachusetts business trust whose business
address is as follows:
1285 Avenue of the Americas
New York, NY 10019
The companies filing this joint Schedule 13G report beneficial
ownership of the Common Stock of Colorado Gaming & Entertainment Co. in the
following amounts:
<TABLE>
<CAPTION>
Shares Owned
Directly
or through Shares Beneficially
Company Managed Accounts Owned
------- ---------------- -----
<S> <C> <C>
1. PaineWebber Managed Investments 768,570 768,570
Trust
2. Mitchell Hutchins Asset Management 314,058 1,082,628
Inc.
3. PaineWebber Incorporated none 1,082,628
</TABLE>
Page 7 of 8 pages
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JOINT FILING AGREEMENT
Each of the undersigned persons hereby agrees and consents to this
joint filing of Schedule 13G on such person's behalf, pursuant to Section 13(d)
and (g) of the Securities and Exchange Act of 1934, as amended, and the rules
promulgated thereunder. Each of these persons is not responsible for the
completeness or accuracy of the information concerning the other persons making
this filing, unless such person knows or has reason to believe that such
information is inaccurate.
Dated: August 14, 1996
PaineWebber Incorporated Mitchell Hutchins Asset Management Inc.
By: /s/ Charles Wilmot By: /s/ Michael Katz
------------------------ -------------------------
Charles Wilmot Michael Katz
Corporate Vice President Chief Financial Officer
& Senior Vice President
PaineWebber Managed Investments Trust
By: /s/ Dianne E. O'Donnell
------------------------
Dianne E. O'Donnell
Vice President & Secretary
Page 8 of 8 pages
