<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No.3)*
PLAYERS INTERNATIONAL, INC.
-----------------------------------------------------------
(Name of Issuer)
Common Stock $.005 par value per share
-----------------------------------------------------------
(Title of Class of Securities)
727903106
-----------------------------------------------------------
(CUSIP Number)
Merv Griffin, c/o The Griffin Group, Inc.
780 Third Avenue, Suite 1801 New York, New York 10017
(212) 753-1503
-----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1996
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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 11 Pages
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CUSIP No. 727903106 13D Page 2 of 11 Pages
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
2 The Griffin Group, Inc.
Check the Appropriate Box if a Member of a Group* (a) / /
3 SEC Use Only (b) / /
Source of Funds*
4 BK, PF, WC
5 Check Box if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Connecticut
Sole Voting Power
NUMBER 7
4,267,350
OF
SHARES
Shared Voting Power
BENEFICIALLY 8
-0-
OWNED BY
Sole Dispositive Power
EACH 9
4,267,350
REPORTING
PERSON
Shared Dispositive Power
WITH 10
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,267,350
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
13.6%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 3 is filed by The Griffin Group, Inc. to
amend and restate 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 and
as amended by Amendment No. 2 filed on March 8, 1995, relating to the common
stock, par value $.005 per share, of Players International, Inc. This Amendment
is filed to report the exercise of warrants held by The Griffin Group, Inc.
("TGG") and its officers in exchange for shares of Common Stock. On May 19,
1995 Players International, Inc. effected a three-for-two stock split. All
share amounts and prices reported in this Amendment, including share amounts
and prices reported for periods prior to May 19, 1995, have been converted to
reflect the stock split.
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.
(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.
(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.
(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.
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(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. 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.
(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 became a director of Players on
October 1, 1996.
(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
$2.40 in principal amount per share of Common Stock, giving TGG the right to
acquire approximately 937,500 shares of Common Stock. On June 28, 1993, TGG
exchanged $2,100,000 principal amount of the Debentures for 875,700 shares of
Common Stock.
The Warrants were immediately exercisable for an aggregate of
2,922,000 shares of Common Stock at an exercise price of $2.40 per share prior
to February 23, 1993, the date
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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 $3.00 per share thereafter. On February 16, 1993, TGG exercised
Warrants for 622,950 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 1,519,950 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 2,100,000 shares of
Players Common Stock at an exercise price of $2.67 per share (the "License
Agreement Warrants").
On November 25, 1996 TGG exercised License Agreement Warrants
to purchase a total of 374,996 shares of Common Stock at an exercise price of
$2.67 per share. On December 31, 1996, TGG exercised all remaining License
Ageement Warrants to purchase a total of 1,305,004 shares at an exercise price
of $2.67 per share. The source of the funds for the purchases was TGG's
working capital.
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 195,000 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.
On June 28, 1993, Mr. Gallagher exchanged $150,000 principal
amount of the Debentures for 62,550 shares of Players Common Stock.
On February 3, 1993, TGG transferred to Mr. Gallagher as
compensation Warrants to purchase 438,000 shares of Common Stock. On February
16, 1993, Mr. Gallagher exercised Warrants for 43,800 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 48,750 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
540,450 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 315,000 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.
On February 17, 1993, Mr. Gallagher, as a director of Players,
was granted options ("Director Options") to purchase 56,250 shares of Common
Stock at $6.25 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 7,500 shares of Common Stock at $16.67 per share, which Director
Options are fully vested. On April 14, 1994, Mr.
<PAGE> 6
Gallagher, as a director of Players, was granted Director Options to purchase
15,000 shares of Common Stock at $11.50 per share, which are fully vested.
On April 1, 1995, Mr. Gallager, as a director of Players, was
granted additional Directors Options to purchase 22,500 shares of Common Stock
at $19.33 per share which Director Options are fully vested. On April 1, 1996,
he was granted Directors Options to purchase 22,500 shares at $9.125 per share,
which Directors Options vest on April 1, 1997. On October 1, 1996, he was
granted further Directors Options to purchase 22,500 shares of Common Stock at
$7.5625 per share; 11,250 of those Directors Options are fully vested and
11,250 of those Directors Options will vest at the first re-election of Mr.
Gallagher as a director after his first full year of service as a director.
On December 31, 1996, Thomas E. Gallagher exercised warrants
to purchase a total of 315,000 shares of Common Stock at an exercise price of
$2.67 per share. The source of funds for the purchase was a loan made to Mr.
Gallagher in the ordinary course of business by Morgan Guaranty Trust Company
of New York which was secured by some of Mr. Gallagher's other assets.
B. Lawrence Cohen
On February 3, 1993, TGG transferred to Mr. Cohen as
compensation Warrants to purchase 146,100 shares of Common Stock. On February
16, 1993, Mr. Cohen exercised Warrants for 15,000 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 exercised Warrants
for 15,000 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 116,100 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 105,000 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.
On October 1, 1996, Mr. Cohen, as a directors of Players, was
granted Directors Options to purchase 22,500 shares of Common Stock at an
exercise price of $7.5625 per share; 11,250 of those Directors Options are
fully vested and 11,250 of those Directors Options will vest at the first
re-election of Mr. Cohen as a director after his first full year of service as
a director.
On December 31, 1996, Mr. Cohen exercised warrants to purchase
a total of 105,000 shares of Common Stock at an exercise price of $2.67 per
share. The source of funds for the transaction was Mr. Cohen's personal funds.
Item 4. Purpose of the Transaction
Each of TGG, Mr. Gallagher and Mr. Cohen acquired the securities
of Players that they each hold for their individual investment purposes.
However, TGG and Messrs. Gallagher and Cohen each individually intend to review
their investment from time to time in light of their personal financial
interests, the Company's business affairs and financial position as well as
conditions in the securities markets and general economic and industry
conditions. Based upon such review, they may each individually consider taking
various alternative courses of action which they deem appropriate in light of
the circumstances existing from time to time. Such actions may include the
purchase of additional shares or the sale of all or any portion of the shares
currently held of Common Stock, warrants, options, or any other interest in the
Company in the open market, privately negotiated transactions, or otherwise.
<PAGE> 7
I. TGG
On December 10, 1992, Thomas E. Gallagher was elected to the
Board of Directors of Players.
On October 1, 1996, Lawrence Cohen 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;
(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
On December 10, 1992, Mr. Gallagher 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.
<PAGE> 8
B. Lawrence Cohen
On October 1, 1996, Mr. Cohen was elected to the Board of
Directors of Players.
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 4,267,350 shares of Common Stock
constituting 13.6% of the total issued and outstanding shares of the Common
Stock of Players.
(b) Except as disclosed in Item 5, section II below, TGG
exercises sole voting and dispositive power for the 4,267,350 shares of Common
Stock owned by TGG.
(c) On June 23, 1992, TGG acquired $2,250,000 aggregate
principal amount of the Debentures and Warrants exercisable for 2,922,000
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 195,000 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 875,700 shares of Common
Stock. On February 3, 1993, TGG, as compensation, transferred (i) to Mr.
Gallagher Warrants exercisable for 438,000 shares of Common Stock and (ii) to
Mr. Cohen Warrants exercisable for 146,100 shares of Common Stock. On February
16, 1993, TGG exercised Warrants for 622,950 shares of Common Stock at an
exercise price of $2.40 per share. On February 23, 1995, TGG exercised Warrants
for 1,519,950 shares of Common Stock at an exercise price of $3.00 per share.
On December 8, 1992, TGG acquired License Agreement Warrants
exercisable for an aggregate of 2,100,000 shares of Common Stock pursuant to
the License Agreement. On March 5, 1993, TGG sold (i) License Agreement
Warrants exercisable for 315,000 shares of Common Stock to Mr. Gallagher at a
purchase price of $1.33 per License Agreement Warrant and (ii) License
Agreement Warrants exercisable for 105,000 shares of Common Stock to Mr. Cohen
at a purchase price of $2.00 per License Agreement Warrant.
On July 12, 1993, TGG sold 210,000 shares of Common Stock in
an underwritten public offering at $11.67 per share. On August 25, 1994, TGG
sold 135,000 shares of Common Stock in the open market at $14.41 per share. On
August 26, 1994, TGG sold 86,250 shares of Common Stock in the open market at
$14.38 per share.
On November 25, 1996 TGG exercised warrants to purchase a
total of 374,996 shares of Common Stock at an exercise price of $2.67 per
share.
On December 31, 1996, TGG exercised warrants to purchase a
total of 1,305,004 shares of Common Stock at an exercise price of $2.67 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
<PAGE> 9
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 4,267,350 shares of the Common Stock 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.
III. Officers of TGG
A. Thomas E. Gallagher
(a) Mr. Gallagher beneficially owns 1,062,300 shares of
Common Stock constituting 3.3% of the total issued and outstanding shares of
the Common Stock of Players.
(b) Mr. Gallagher exercises sole voting and dispositive
power for 1,062,300 shares of the Common Stock.
(c) On December 29, 1992, Mr. Gallagher purchased from TGG
$150,000 principal amount of the Debentures and Warrants exercisable for
approximately 195,000 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 62,550 shares of Common Stock.
On February 3, 1993, TGG transferred to Mr. Gallagher as
compensation Warrants to purchase 438,000 shares of Common Stock. On February
16, 1993, Mr. Gallagher exercised Warrants for 43,800 shares of Common Stock at
an exercise price of $2.40 per share. On February 19, 1993, Mr. Gallagher
exercised Warrants for 48,750 shares of Common Stock at an exercise price of
$2.40 per share. On February 23, 1995, Mr. Gallagher exercised Warrants for
540,450 shares of Common Stock at an exercise price of $3.00 per share.
On March 5, 1993, Mr. Gallagher purchased from TGG License
Agreement Warrants exercisable for 315,000 shares of Common Stock at a purchase
price of $1.33 per License Agreement Warrant.
On February 17, 1993, Mr. Gallagher, as a director of Players,
was granted Director Options to purchase 56,250 shares of Common Stock, which
Directors Options are fully vested. On March 1, 1994, Mr. Gallagher, as a
director of Players, was granted Director Options to purchase 7,500 shares of
Common Stock, which Directors Options are fully vested. On April 14, 1994, Mr.
Gallagher, as a director of Players, was granted Director Options to purchase
15,000 shares of Common Stock, which Directors Options are fully vested.
On August 26, 1994, Mr. Gallagher sold 48,750 shares of Common
Stock in the open market at $14.375 per share. On December 21, 1994, Mr.
Gallagher donated 12,000 shares of Common Stock to The Greylock Foundation.
On April 1, 1995, Mr. Gallager, as a director of Players, was
granted additional Directors Options to purchase 22,500 shares of Common Stock
at $19.33 per share,
<PAGE> 10
which Directors Options are fully vested. On April 1, 1996, he was granted
Directors Options to purchase 22,500 shares at $9.125 per share, which
Directors Options will vest on April 1, 1997. On October 1, 1996, he was
granted further Directors Options to purchase 22,500 shares of Common Stock at
$7.5625 per share; 11,250 of those Directors Options are fully vested and
11,250 of those Directors Options will vest at the first re-election of Mr.
Gallagher as a director after his first full year of service as a director.
On December 31, 1996, Mr. Gallagher exercised warrants to
purchase a total of 315,000 shares of Common Stock at an exercise price of
$2.67.
(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 232,350 shares of Common
Stock constituting 0.73% of the total issued and outstanding shares of the
Common Stock of Players.
(b) Mr. Cohen exercises sole voting and dispositive power
for 232,350 shares of the Common Stock.
(c) On February 3, 1993, TGG transferred to Mr. Cohen as
compensation Warrants to purchase 146,100 shares of Common Stock. On February
16, 1993, Mr. Cohen exercised Warrants for 15,000 shares of Common Stock at an
exercise price of $2.40 per share. On July 12, 1993, Mr. Cohen sold 15,000
shares of Common Stock in an underwritten public offering at $11.67 per share.
On September 2, 1994, Mr. Cohen exercised Warrants for 15,000 shares of Common
Stock at an exercise price of $3.00 per share. On February 23, 1995, Mr. Cohen
exercised Warrants for 116,100 shares of Common Stock at an exercise price of
$3.00 per share.
On March 5, 1993, Mr. Cohen purchased from TGG License
Agreement Warrants exercisable for 105,000 shares of Common Stock at a purchase
price of $1.33 per License Agreement Warrant.
On September 2, 1994, Mr. Cohen sold 15,000 shares of Common
Stock in the open market at $15.458 per share.
On October 1, 1996, Mr. Cohen, as a directors of Players, was
granted Directors Options to purchase 22,500 shares of Common Stock at an
exercise price of $7.5625; 11,250 of those Directors Options are fully vested
and 11,250 of those Directors Options will vest at the first re-election of Mr.
Cohen as a director after his first full year of service as a director.
On December 31, 1996, Mr. Cohen exercised warrants to purchase
a total of 105,000 shares of Common Stock at an exercise price of $2.67.
(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
<PAGE> 11
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
None.
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: January 31, 1996 THE GRIFFIN GROUP, INC.
By: /s/ Lawrence Cohen
Name: Lawrence Cohen
Title: Executive Vice President
Chief Financial Officer
