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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
Merv Griffin, c/o The Griffin Group, Inc.
780 Third Avenue, Suite 1801
New York, New York 10017
(212) 753-1503
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 23, 1995
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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
schedule because of Rule 13d-1(b) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-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 purposes 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 provision of the Act (however, see the Notes)
(Continued on the following page(s))
Page 1 of 15 Pages
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CUSIP No. 727903106 13D Page 2 of 15 Pages
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
The Griffin Group, Inc.
Check the Appropriate Box if a Member of a Group* (a) / /
2 (b) / /
SEC Use Only
3
Source of Funds*
4
BK
Check Box if Disclosure of Legal Proceedings Is Required Pursuant
5 to Items 2(d) or 2(e) / /
Citizenship or Place of Organization
6
Connecticut
Sole Voting Power
NUMBER 7
2,564,900
OF
SHARES
Shared Voting Power
BENEFICIALLY 8
-0-
OWNED BY
Sole Dispositive Power
EACH 9
2,564,900
REPORTING
PERSON
Shared Dispositive Power
WITH 10
-0-
Aggregate Amount Beneficially Owned by Each Reporting Person
11
2,564,900
Check Box if the Aggregate Amount in Row (11) Excludes
12 Certain Shares* / /
Percent of Class Represented by Amount in Row (11)
13
12.4%
Type of Reporting Person*
14
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 2 is filed by The Griffin Group, Inc. with
respect to the Schedule 13D filed on November 25, 1992 by The Griffin Group,
Inc., as amended by Amendment No. 1 thereto filed on January 8, 1993, relating
to the common stock, par value $.005 per share, of Players International, Inc.
In addition to reporting additional transactions by The Griffin Group, Inc.,
this Amendment No. 2 amends and restates the Schedule 13D, as amended by
Amendment No. 1 thereto.
Item 1. Security and Issuer
The title of the class of equity securities to which this
statement relates is the common stock, par value $.005 per share (the "Common
Stock"), of Players International, Inc., a Nevada corporation ("Players"). The
address of Players principal executive office is 3900 Paradise Road, Las Vegas,
Nevada 89109.
Item 2. Identity and Background
I. The Griffin Group, Inc.
(a) This statement is being filed by The Griffin Group, Inc.,
a corporation organized under the laws of the State of Connecticut ("TGG").
(b) TGG's principal executive office is located at 780 Third
Avenue, Suite 1801, New York, New York 10017.
(c) TGG is an investment and management company.
(d) During the last five years, TGG has not been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, TGG has not been a party 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.
(f) TGG is organized under the laws of the State of
Connecticut.
II. Sole Director and Beneficial Owner of TGG
(a) Mervyn E. Griffin is the sole director and Chairman of
TGG. The outstanding shares of TGG are owned by The Merv Griffin Living Trust
(the "Trust"), for which Mr. Griffin acts as Trustee and, in that capacity, has
investment and voting control over securities held by the Trust.
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(b) Mr. Griffin's business address is c/o The Griffin Group,
Inc., 9860 Wilshire Boulevard, Beverly Hills, California 90210.
(c) Mr. Griffin is an entertainer and investor and he serves as
sole director and Chairman of TGG. Mr. Griffin also is Chairman of the
Board of Directors of Resorts International, Inc., a Delaware corporation
("RII"). RII is principally engaged, through subsidiaries, in the ownership,
development and operation of casino, gaming, resort and hotel facilities in
Atlantic City, New Jersey. RII's principal executive offices are located at
1133 Boardwalk, Atlantic City, New Jersey 08401.
(d) During the last five years, Mr. Griffin has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Mr. Griffin has not been a
party 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.
(f) Mr. Griffin is a citizen of the United States of America.
III. Officers of TGG
A. Thomas E. Gallagher
(a) Thomas E. Gallagher is the President and Chief Executive
Officer of TGG.
(b) Mr. Gallagher's business address is c/o The Griffin Group,
Inc., 780 Third Avenue, Suite 1801, New York, New York 10017.
(c) Mr. Gallagher is the President and Chief Executive Officer
of TGG. Mr. Gallagher also serves as a director of RII. In addition, Mr.
Gallagher is a director of Players.
(d) During the last five years, Mr. Gallagher has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Mr. Gallagher has not been a
party 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.
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(f) Mr. Gallagher is a citizen of the United States of America.
B. Lawrence Cohen
(a) Lawrence Cohen is the Executive Vice President and the
Chief Financial Officer of TGG.
(b) Mr. Cohen's business address is c/o The Griffin Group,
Inc., 780 Third Avenue, Suite 1801, New York, New York 10017.
(c) Mr. Cohen is the Executive Vice President and Chief
Financial Officer of TGG. Mr. Cohen also is a director of Resorts International
Hotel, Inc., GGRI, Inc. and Resorts International Hotel Financing, Inc., all of
which are affiliates of RII with principal executive offices located at 1133
Boardwalk, Atlantic City, New Jersey 08401.
(d) During the last five years, Mr. Cohen has not been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Mr. Cohen has not been a party
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.
(f) Mr. Cohen is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
I. TGG
On June 23, 1992, TGG used working capital to acquire
$2,250,000 in aggregate principal amount of Series A Exchangeable Debentures
(the "Debentures") and Series A Warrants (the "Warrants") from Southern Illinois
Riverboat Casino Cruises, Inc., an Illinois corporation ("SIRCC"). The aggregate
purchase price for the Debentures and the Warrants was $2,250,000.
The Debentures were exchangeable for Players Common Stock at
any time after October 21, 1992. The initial conversion ratio was approximately
$3.60 in principal amount per share of Common Stock, giving TGG the right to
acquire approximately 625,000 shares of Common Stock. On June 28, 1993, TGG
exchanged $2,100,000 principal amount of the Debentures for 583,800 shares of
Common Stock.
The Warrants were immediately exercisable for an aggregate of
1,948,000 shares of Common Stock at an exercise
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price of $3.60 per share prior to February 23, 1993, the date upon
which SIRCC obtained an operating license under the Illinois Gaming Board Rules
and commenced commercial operations of a riverboat casino (the "Launch Date"),
and $4.50 per share thereafter. The Warrants expired at the earlier of (a) the
second anniversary of the Launch Date or (b) April 14, 1997. The number of
shares of Common Stock issuable upon exercise of the Warrants was subject to
adjustment in the case of certain dilutive events. On February 16, 1993, TGG
exercised Warrants for 415,300 shares of Common Stock at an aggregate exercise
price of $1,495,080. The source of funds for the exercise was the working
capital of TGG. On February 23, 1995, TGG exercised Warrants for 1,013,300
shares of Common Stock at an aggregate exercise price of $4,559,850. The source
of funds for the exercise price of the Warrants was a loan made to TGG in the
ordinary course of business by Morgan Guaranty Trust Company of New York. The
loan is secured by a guaranty from Mervyn E. Griffin and a pledge of a portion
of the Common Stock owned by TGG.
On December 8, 1992, TGG executed a License and Services
Agreement (as amended on June 23, 1993, the "License Agreement") with Players
and SIRCC pursuant to which TGG agreed to grant to Players a non-exclusive
license to utilize the name and likeness of Mervyn E. Griffin and to provide
certain other services for the period from September 25, 1992 through December
31, 1995 in return for warrants to purchase an aggregate of 1,400,000 shares of
Players Common Stock at an exercise price of $4.00 per share (the "License
Agreement Warrants"). The License Agreement Warrants vest on the following
schedule: (i) 350,000 License Agreement Warrants were immediately exercisable,
(ii) 350,000 License Agreement Warrants were exercisable after December 31,
1993, (iii) 350,000 License Agreement Warrants were exercisable after December
31, 1994 and (iv) 350,000 License Agreement Warrants will be exercisable after
December 31, 1995.
II. Sole Director and Beneficial Owner of TGG
Not applicable.
III. Officers of TGG
A. Thomas E. Gallagher
On December 29, 1992, Thomas E. Gallagher purchased from TGG
$150,000 principal amount of Debentures and Warrants exercisable for
approximately 130,000 shares of Common Stock for an aggregate purchase price of
$156,000. The source of funds for the acquisition was Mr. Gallagher's personal
funds.
Page 6 of 15 Pages
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On June 28, 1993, Mr. Gallagher exchanged $150,000 principal
amount of the Debentures for 41,700 shares of Players Common Stock.
On February 3, 1993, TGG transferred to Mr. Gallagher as
compensation Warrants to purchase 292,000 shares of Common Stock. On February
16, 1993, Mr. Gallagher exercised Warrants for 29,200 shares of Common Stock at
an aggregate exercise price of $105,120. The source of funds for the exercise
was Mr. Gallagher's personal funds. On February 19, 1993, Mr. Gallagher
exercised Warrants for 32,500 shares of Common Stock at an aggregate exercise
price of $117,000. The source of funds for the exercise was Mr. Gallagher's
personal funds. On February 23, 1995, Mr. Gallagher exercised Warrants for
360,300 shares of Common Stock at an aggregate exercise price of $1,621,350.
Mr. Gallagher's personal funds in the amount of $438,750 and a loan in the
amount of $1,182,600 made to Mr. Gallagher in the ordinary course of business
by Morgan Guaranty Trust Company of New York were the source of funds for the
exercise price of the Warrants. The loan is secured by a pledge of a portion of
the Common Stock and License Agreement Warrants owned by Mr. Gallagher.
On March 5, 1993, Mr. Gallagher purchased from TGG License
Agreement Warrants exercisable for 210,000 shares of Common Stock from TGG for
an aggregate purchase price of $420,000. The source of funds for the acquisition
was a promissory note from Mr. Gallagher to TGG. Of the License Agreement
Warrants owned by Mr. Gallagher, License Agreement Warrants for 157,500 shares
of Common Stock currently are exercisable and License Agreement Warrants for
52,500 shares of Common Stock will be exercisable after December 31, 1995.
On February 17, 1993, Mr. Gallagher, as a director of Players,
was granted options ("Director Options") to purchase 37,500 shares of Common
Stock at $9.375 per share, which Director Options are fully vested. On March 1,
1994, Mr. Gallagher, as a director of Players, was granted Director Options to
purchase 5,000 shares of Common Stock at $25.00 per share, which Director
Options are fully vested. On April 14, 1994, Mr. Gallagher, as a director of
Players, was granted Director Options to purchase 10,000 shares of Common Stock
at $17.25 per share, which Director Options vest on April 1, 1995.
B. Lawrence Cohen
On February 3, 1993, TGG transferred to Mr. Cohen as
compensation Warrants to purchase 97,400 shares of Common Stock. On February 16,
1993, Mr. Cohen exercised Warrants for 10,000 shares of Common Stock at an
aggregate exercise price of $36,000. The source of funds for the exercise was
Mr. Cohen's personal funds. On September 2, 1994, Mr. Cohen
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exercised Warrants for 10,000 shares of Common Stock at an aggregate exercise
price of $45,000. The source of funds for the exercise was Mr. Cohen's personal
funds. On February 23, 1995, Mr. Cohen exercised Warrants for 77,400 shares of
Common Stock at an aggregate exercise price of $348,300. The source of funds
for the exercise price of the Warrants was a loan made to Mr. Cohen in the
ordinary course of business by Morgan Guaranty Trust Company of New York. The
Loan is secured by a pledge of the Common Stock and a portion of the License
Agreement Warrants owned by Mr. Cohen.
On March 5, 1993, Mr. Cohen purchased from TGG License
Agreement Warrants exercisable for 70,000 shares of Common Stock from TGG for
an aggregate purchase price of $140,000. The source of funds for the
acquisition was a promissory note from Mr. Cohen to TGG. Of the License
Agreement Warrants owned by Mr. Cohen, License Agreement Warrants for 52,500
shares of Common Stock currently are exercisable and License Agreement Warrants
for 17,500 shares of Common Stock will be exercisable after December 31, 1995.
Item 4. Purpose of the Transaction
I. TGG
TGG acquired the securities of Players set forth in Item 3,
section I for investment purposes.
On December 10, 1992, Thomas E. Gallagher, as a representative
of TGG, was elected to the Board of Directors of Players.
TGG is not currently involved in any plans or proposals which
relate to, or could result in, any of the following:
(a) the acquisition by any person of additional
securities of Players, or the disposition of securities of Players;
(b) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Players or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of
Players or any of its subsidiaries;
(d) any change in the present board of directors or management
of Players, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of Players;
Page 8 of 15 Pages
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(f) any other material change in Players' business or
corporate structure;
(g) changes in Players' charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Players by any person;
(h) causing the Players Common Stock to be delisted from a
national securities exchange or causing the Common Stock to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) the Common Stock of Players becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities and
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
II. Sole Director and Beneficial Owner of TGG
The outstanding shares of TGG are owned by the Trust, for
which Mervyn E. Griffin acts as Trustee and, in that capacity, has investment
and voting control over securities held by the Trust. Mr. Griffin also acts as
the sole director and Chairman of TGG. Mr. Griffin effectuated TGG's acquisition
of beneficial ownership of shares of Players Common Stock for investment
purposes only. Mr. Griffin is not currently involved in any plans or proposals
which relate to, or could result in, any of the matters referred to in
paragraphs (a) through (j) of Item 4, section I above.
III. Officers of TGG
A. Thomas E. Gallagher
Mr. Gallagher acquired the securities of Players set forth in
Item 3, section III.A for investment purposes.
On December 10, 1992, Mr. Gallagher, as a representative of
TGG, was elected to the Board of Directors of Players.
Mr. Gallagher currently is not involved in any plans or
proposals which relate to, or could result in any of the matters referred to in
paragraphs (a) through (j) of Item 4, section I above.
B. Lawrence Cohen
Mr. Cohen acquired the securities of Players set forth in Item
3, section III.B for investment purposes.
Page 9 of 15 Pages
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Mr. Cohen currently is not involved in any plans or proposals
which relate to, or could result in any of the matters referred to in
paragraphs (a) through (j) of Item 4, section I above.
Item 5. Interest in Securities of the Issuer
I. TGG
(a) TGG beneficially owns 2,564,900 shares of Common Stock (of
which 1,724,900 shares are issued and outstanding and 840,000 shares are
issuable upon exercise of the vested License Agreement Warrants owned by TGG)
constituting 12.4% of the total issued and outstanding shares of the Common
Stock of Players (assuming exercise of the vested License Agreement Warrants
owned by TGG). In addition, TGG owns License Agreement Warrants exercisable
after December 31, 1995 for 280,000 shares of Common Stock.
(b) Except as disclosed in Item 5, section II below, TGG
exercises (i) sole voting and dispositive power for 1,724,900 shares of the
Common Stock and (ii) sole dispositive power and, when issued, sole voting power
over 840,000 shares issuable upon the exercise of the vested License Agreement
Warrants owned by TGG.
(c) On June 23, 1992, TGG acquired $2,250,000 aggregate
principal amount of the Debentures and Warrants exercisable for 1,948,000
shares of Common Stock for an aggregate purchase price of $2,250,000. On
December 29, 1992, TGG sold $150,000 principal amount of the Debentures and
Warrants exercisable for 130,000 shares of Common Stock to Mr. Gallagher for an
aggregate purchase price of $156,000. On June 28, 1993, TGG exchanged
$2,100,000 principal amount of the Debentures for 583,800 shares of Common
Stock. On February 3, 1993, TGG, as compensation, transferred (i) to Mr.
Gallagher Warrants exercisable for 292,000 shares of Common Stock and (ii) to
Mr. Cohen Warrants exercisable for 97,400 shares of Common Stock. On February
16, 1993, TGG exercised Warrants for 415,300 shares of Common Stock at an
exercise price of $3.60 per share. On February 23, 1995, TGG exercised Warrants
for 1,013,300 shares of Common Stock at an exercise price of $4.50 per share.
On December 8, 1992, TGG acquired License Agreement Warrants
exercisable for an aggregate of 1,400,000 shares of Common Stock pursuant to the
License Agreement. On March 5, 1993, TGG sold (i) License Agreement Warrants
exercisable for 210,000 shares of Common Stock to Mr. Gallagher at a purchase
price of $2.00 per License Agreement Warrant and (ii) License Agreement Warrants
exercisable for 70,000 shares of Common Stock to Mr. Cohen at a purchase price
of $2.00 per License Agreement Warrant.
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On July 12, 1993, TGG sold 140,000 shares of Common Stock in
an underwritten public offering at $17.50 per share. On August 25, 1994, TGG
sold 90,000 shares of Common Stock in the open market at $21.611 per share. On
August 26, 1994, TGG sold 57,500 shares of Common Stock in the open market at
$21.5625 per share.
(d) Except as disclosed in Item 5, section II below, no other
person is known by TGG to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Common Stock
beneficially owned by TGG.
(e) Not applicable.
II. Sole Director and Beneficial Owner of TGG
(a) Mervyn E. Griffin does not directly own any shares of
Players Common Stock. However, the outstanding shares of TGG are owned by the
Trust, for which Mervyn E. Griffin acts as Trustee and, in that capacity, has
investment and voting control over securities held by the Trust. In addition,
Mr. Griffin is the Chairman and sole director of TGG. Accordingly, Mr. Griffin
is the beneficial owner of all shares of Players Common Stock held by TGG.
(b) TGG exercises (i) sole voting and dispositive power for
1,724,900 shares of the Common Stock and (ii) sole dispositive power and, when
issued, sole voting power over 840,000 shares issuable upon the exercise of the
vested License Agreement Warrants owned by TGG. The outstanding shares of TGG
are owned by the Trust, for which Mervyn E. Griffin acts as Trustee and, in that
capacity, has investment and voting control over securities held by the Trust.
In addition, Mr. Griffin is the Chairman and the sole director of TGG.
Accordingly, Mr. Griffin is able to direct the actions of TGG in regards to the
Players Common Stock.
(c) Except as set forth in paragraph (c) of section I above,
there have been no transactions in the Common Stock by Mr. Griffin during the
last 60 days.
(d) TGG has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Players Common
Stock which it holds. The outstanding shares of TGG are owned by the Trust, for
which Mervyn E. Griffin acts as Trustee and, in that capacity, has investment
and voting control over securities held by the Trust. In addition, Mr. Griffin
is the Chairman and the sole director of TGG. Accordingly, Mr. Griffin is able
to direct the actions of TGG in regards to the Players Common Stock.
(e) Not applicable.
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III. Officers of TGG
A. Thomas E. Gallagher
(a) Mr. Gallagher beneficially owns 633,200 shares of Common
Stock (of which 423,200 shares are issued and outstanding, 157,500 shares are
issuable upon exercise of the vested License Agreement Warrants owned by Mr.
Gallagher and 52,500 shares are issuable upon exercise of the Director Options
owned by Mr. Gallagher) constituting 3.2% of the total issued and outstanding
shares of the Common Stock of Players (assuming exercise of the vested License
Agreement Warrants and Director Options owned by Mr. Gallagher). In addition,
Mr. Gallagher owns License Agreement Warrants exercisable after December 31,
1995 for 52,500 shares of Common Stock.
(b) Mr. Gallagher exercises (i) sole voting and dispositive
power for 423,200 shares of the Common Stock and (ii) sole dispositive power
and, when issued, sole voting power over 210,000 shares of Common Stock issuable
upon the exercise of the vested License Agreement Warrants and Director Options
owned by Mr. Gallagher.
(c) On December 29, 1992, Mr. Gallagher purchased from TGG
$150,000 principal amount of the Debentures and Warrants exercisable for
approximately 130,000 shares of Common Stock for an aggregate purchase price of
$156,000.
On June 28, 1993, Mr. Gallagher exchanged $150,000 aggregate
principal amount of the Debentures for 41,700 shares of Common Stock.
On February 3, 1993, TGG transferred to Mr. Gallagher as
compensation Warrants to purchase 292,000 shares of Common Stock. On February
16, 1993, Mr. Gallagher exercised Warrants for 29,200 shares of Common Stock at
an exercise price of $3.60 per share. On February 19, 1993, Mr. Gallagher
exercised Warrants for 32,500 shares of Common Stock at an exercise price of
$3.60 per share. On February 23, 1995, Mr. Gallagher exercised Warrants for
360,300 shares of Common Stock at an exercise price of $4.50 per share.
On March 5, 1993, Mr. Gallagher purchased from TGG License
Agreement Warrants exercisable for 210,000 shares of Common Stock at a purchase
price of $2.00 per License Agreement Warrant.
On February 17, 1993, Mr. Gallagher, as a director of Players,
was granted Director Options to purchase 37,500 shares of Common Stock. On March
1, 1994, Mr. Gallagher, as a director of Players, was granted Director Options
to purchase 5,000 shares of Common Stock. On April 14, 1994, Mr.
Page 12 of 15 Pages
<PAGE> 13
Gallagher, as a director of Players, was granted Director Options to purchase
10,000 shares of Common Stock.
On August 26, 1994, Mr. Gallagher sold 32,500 shares of Common
Stock in the open market at $21.5625 per share. On December 21, 1994, Mr.
Gallagher donated 8,000 shares of Common Stock to The Greylock Foundation.
(d) No other person is known by Mr. Gallagher to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock beneficially owned by Mr. Gallagher.
(e) Not applicable.
B. Lawrence Cohen
(a) Mr. Cohen beneficially owns 129,900 shares of Common Stock
(of which 77,400 shares are issued and outstanding and 52,500 shares are
issuable upon exercise of the vested License Agreement Warrants owned by Mr.
Cohen) constituting 0.65% of the total issued and outstanding shares of the
Common Stock of Players (assuming exercise of the vested License Agreement
Warrants owned by Mr. Cohen). In addition, Mr. Cohen owns License Agreement
Warrants exercisable after December 31, 1995 for 17,500 shares of Common Stock.
(b) Mr. Cohen exercises (i) sole voting and dispositive power
for 77,400 shares of the Common Stock and (ii) sole dispositive power and, when
issued, sole voting power over 52,500 shares of Common Stock issuable upon the
exercise of the vested License Agreement Warrants owned by Mr. Cohen.
(c) On February 3, 1993, TGG transferred to Mr. Cohen as
compensation Warrants to purchase 97,400 shares of Common Stock. On February
16, 1993, Mr. Cohen exercised Warrants for 10,000 shares of Common Stock at
an exercise price of $3.60 per share. On July 12, 1993, Mr. Cohen sold 10,000
shares of Common Stock in an underwritten public offering at $17.50 per share.
On September 2, 1994, Mr.Cohen exercised Warrants for 10,000 shares of Common
Stock at an exercise price of $4.50 per share. On February 23, 1995, Mr. Cohen
exercised Warrants for 77,400 shares of Common Stock at an exercise price of
$4.50 per share.
On March 5, 1993, Mr. Cohen purchased from TGG License
Agreement Warrants exercisable for 70,000 shares of Common Stock at a purchase
price of $2.00 per License Agreement Warrant.
On September 2, 1994, Mr. Cohen sold 10,000 shares of Common
Stock in the open market at $23.1875 per share.
Page 13 of 15 Pages
<PAGE> 14
(d) No other person is known by Mr. Cohen to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock beneficially owned by Mr. Cohen.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
I. TGG
Other than standard default and similar provisions contained
in loan agreements, there are no other contracts, arrangements, understandings
or relationships between TGG and anyone else with respect to any securities of
Players.
II. Sole Director and Beneficial Owner of TGG
Except as set forth in Item 6, section I above, there are no
other contracts, arrangements, understandings or relationships between Mr.
Griffin and anyone else with respect to any securities of Players.
III. Officers of TGG
A. Thomas E. Gallagher
Other than standard default and similar provisions contained
in loan agreements, there are no other contracts, arrangements, understandings
or relationships between Mr. Gallagher and anyone else with respect to any
securities of Players.
B. Lawrence Cohen
Other than standard default and similar provisions contained
in loan agreements, there are no other contracts, arrangements, understandings
or relationships between Mr. Cohen and anyone else with respect to any
securities of Players.
Item 7. Material to be Filed as Exhibits
Promissory Note dated February 23, 1995 between TGG and
Morgan Guaranty Trust Company of New York.
Page 14 of 15 Pages
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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.
Date: March 7, 1995 THE GRIFFIN GROUP, INC.
By: /s/ Lawrence Cohen
--------------------
Name: Lawrence Cohen
Title: Executive Vice President and
Chief Financial Officer
Page 15 of 15 Pages
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EXHIBIT INDEX
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Exhibit No. 99.a Promissory Note dated February 23, 1995 between TGG
and Morgan Guaranty Trust Company of New York
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SECURED DEMAND PROMISSORY NOTE
U.S. $4,559,850 February 23, 1995
New York, New York
ON DEMAND, THE GRIFFIN GROUP, INC. (the "Borrower") hereby
unconditionally promises to pay to the order of MORGAN GUARANTY TRUST COMPANY OF
NEW YORK (the "Bank") the principal sum of FOUR MILLION, FIVE HUNDRED FIFTY-NINE
THOUSAND, EIGHT HUNDRED FIFTY DOLLARS (the "Loan"), or such lesser principal
amount as is outstanding hereunder at the time of any such demand.
For the first Interest Period, the Loan shall bear interest on
the outstanding principal amount thereof at the rate determined pursuant to
clause (ii) in the immediately succeeding sentence. Thereafter, the Loan shall
bear interest on the outstanding principal amount thereof, for each Interest
Period applicable thereto, at a rate per annum equal to (i) the sum of the
applicable Adjusted London Interbank Offered Rate plus 2% or (ii) for each day
during such Interest Period, the remainder of the Prime Rate for such day minus
1/2%, as the Borrower may elect in a written notice to the Bank at least three
Business Days before the first day of such period; provided that if the Borrower
fails to make any such election, the Loan shall bear interest as provided in
clause (ii). Interest shall be payable for each Interest Period on the last day
thereof and on any earlier date that the principal amount of the Loan becomes
due.
The "Prime Rate" means the rate of interest publicly announced
by the Bank in New York City from time to time as its Prime Rate.
The "Adjusted London Interbank Offered Rate" applicable to any
Interest Period means a rate per annum equal to the quotient obtained (rounded
upward, if necessary, to the next higher 1/100 of 1%) by dividing (i) the
applicable London Interbank Offered Rate by (ii) 1.00 minus the Euro-Dollar
Reserve Percentage.
The "London Interbank Offered Rate" applicable to any Interest
Period means the average (rounded upward, if necessary, to the next higher 1/16
of 1%) of the rate per annum at which deposits in dollars are offered to the
Bank in the London interbank market at approximately 11:00 A.M. (London Time)
two Business Days before the first day of such
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Interest Period in an amount approximately equal to the principal amount of the
Loan and for a period of three months.
"Euro-Dollar Reserve Percentage" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement for a member bank of
the Federal Reserve System in New York City with deposits exceeding five billion
dollars in respect of "Eurocurrency liabilities" (or in respect of any other
category of liabilities which includes deposits by references to which the
interest rate on the Loan is determined or any category of extensions of credit
or other assets which includes loans by a non-United States office of any bank
to United States residents). The Adjusted London Interbank Offered Rate shall be
adjusted automatically on and as of the effective date of any change in the
Euro-Dollar Reserve Percentage.
"Interest Period" means, initially, the period commencing on
the date of this Note and ending three months thereafter and, thereafter, the
period commencing on the day immediately following the last day of the
immediately preceding Interest Period and ending three months thereafter,
provided that:
(a) any Interest Period that would otherwise end on a day that
is not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Business Day;
(b) any Interest Period that begins on the last Business Day
of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the
last Business Day of a calendar month; and
(c) any Interest Period during which interest on the Loan is
based on the Prime Rate may be ended early on a date elected by the Borrower in
a written notice to the Bank at least three Business Days prior to the date so
specified.
"Business Day" means any day, except a Saturday, Sunday or
other day on which commercial banks in New York City are authorized by law to
close, on which commercial banks are open for international business (including
dealings in dollar deposits) in London.
The Bank shall determine each interest rate applicable to the
Loan hereunder. The Bank shall give prompt notice to the Borrower of each rate
of interest so determined
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and its determination thereof shall be conclusive in the absence of manifest
error. Such interest shall be computed on the basis of a year of 360 days and
paid for the actual days elapsed.
Overdue principal of or interest overdue for more than three
days on the Loan shall bear interest for each day until paid at a rate per annum
equal to the sum of the Prime Rate plus 2%, payable on demand.
The holder of this Note shall, and is hereby authorized by the
Borrower to, endorse on the schedule forming a part hereof appropriate notations
evidencing the date and amount of each repayment of principal made by the
Borrower with respect to the Loan. The Borrower shall have the right, upon three
Business Days' notice to the Bank, to prepay all or any portion of the principal
amount outstanding hereunder.
All such principal and interest shall be payable in lawful
money of the United States of America in immediately available funds at the
office of the Bank located at 60 Wall Street, New York, New York.
Whenever any payment of principal of, or interest on, the Loan
shall be due on a day that is not a Business Day, the date for payment thereof
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case the date for payment thereof
shall be the next preceding Business Day. If the date for any payment of
principal is extended by operation of law or otherwise, interest thereon shall
be payable for such extended time.
If the Borrower makes any payment of principal on any day
other than the last day of an Interest Period, the Borrower shall, if the Loan
was bearing interest based on the London Interbank Offered Rate, reimburse the
Bank within 15 days after demand for any resulting loss or expense incurred by
the Bank, including (without limitation) any loss incurred in obtaining,
liquidating or employing deposits from third parties, but excluding loss of
margin for the period after any such payment or failure to borrow, provided that
the Bank shall have delivered to the Borrower a certificate as to the amount of
such loss or expense, which certificate shall be conclusive in the absence of
manifest error.
The Borrower waives presentment, notice of dishonor and
protest with respect to this Note and assents to any extension or postponement
of the time or payment or other indulgence granted or permitted by the holder.
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This Note is entitled to the benefits of (a) the Pledge
Agreement dated as of February 23, 1995 between the Borrower and the Bank, as
amended, which agreement contains provisions for the securing of this Note upon
the terms and conditions specified therein, and (b) the Guaranty dated as of
February 23, 1995 delivered to the Bank by Mr. Merv Griffin, in his individual
capacity, and by Mr. Merv Griffin, as sole trustee of The Merv Griffin Living
Trust, as modified or amended from time to time pursuant to the terms thereof.
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This Note shall be construed in accordance with and governed
by the laws of the State of New York.
THE GRIFFIN GROUP, INC.
By: /s/ Lawrence Cohen
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Title: Executive Vice
President
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SECURED DEMAND PROMISSORY NOTE
ADVANCES AND PAYMENTS OF PRINCIPAL
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Amount of
Principal Notation
Date Repaid Made by
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