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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No.4)*
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)
August 28, 1998
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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 7 Pages
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CUSIP No. 727903106 13D Page 2 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
The Griffin Group, Inc. (13-3488434)
2 Check the Appropriate Box if a Member of a Group* (a) / /
3 SEC Use Only (b) / /
4 Source of Funds*
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
4,367,350
OF
SHARES
Shared Voting Power
BENEFICIALLY 8
-0-
OWNED BY
Sole Dispositive Power
EACH 9
4,367,350
REPORTING
PERSON
Shared Dispositive Power
WITH 10
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,367,350
12 Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares* / /
13 Percent of Class Represented by Amount in Row (11)
13.67%
14 Type of Reporting Person*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 4 is filed by The Griffin Group, Inc. to
amend and restate the Schedule 13D filed on November 25, 1992 by TGG ("TGG"),
as amended by Amendment No. 1 thereto filed on January 8, 1993, Amendment No. 2
thereto filed on March 8, 1995 and Amendment No. 3 thereto filed on December
31, 1996, relating to the common stock, par value $.005 per share, of Players
International, Inc. This Amendment is filed to report TGG's acquisition of an
additional 100,000 shares of common stock, par value $.005 per share, of
Player's International, Inc. In addition, this Amendment is filed to update
information provided pursuant to General Instruction C of Schedule 13D by
reflecting that Mr. Thomas E. Gallagher is no longer an officer of TGG.
Therefore, this Amendment No. 4 deletes references to Mr. Gallagher's holdings
in and relationship with Players International, Inc. Mr. Gallagher left his
position as President and Chief Executive Officer of TGG on June 30, 1997. Mr.
Gallagher's term on the Board of Directors of Players International, Inc.
expired on October 16, 1997.
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. Mr.
Griffin 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).
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(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. Lawrence Cohen
(a) Lawrence Cohen is the President and Chief
Executive 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 President and Chief Executive
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
TGG acquired 100,000 shares of Players Common Stock in a
private transaction from Mr. Edward Fishman, for aggregate consideration of
$475,000, based on the closing price of the Common Stock on August 28, 1998 of
$4.75 per share. The aggregate purchase price was paid in cash drawn from
TGG's working capital.
II. Sole Director and Beneficial Owner of TGG
Not applicable
III. Officers of TGG
Not applicable
Item 4. Purpose of the Transaction
I. TGG
TGG acquired the Common Stock of Players for investment
purposes. TGG intends to review its investment in Players on a continuing basis
and may, at any time, consistent with TGG's obligations under the federal
securities laws, determine to increase or decrease its ownership of shares of
Players' Common Stock through purchases or sales of such Common Stock in the
open market or in privately-negotiated transactions. TGG's review of its
investment in Players will depend on various factors, including Players'
business prospects, other developments concerning Players, general economic
conditions, money and
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stock market conditions, and any other facts and circumstances which may become
known to TGG regarding its investment in Players.
Other than as described above, TGG has no present plans or
proposals which relate to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving Players
or any of its subsidiaries, (ii) a sale or transfer of a material amount of
assets of Players or any of its subsidiaries, (iii) any change in the board of
directors or management of Players or any of its subsidiaries, (iv) any
material change in the present capitalization or dividend policy of Players,
(v) any other material change in Players' business or corporate structure; (vi)
changes in Players' charter or bylaws or other actions which may impede the
acquisition of control of Players by any person, (vii) causing a series of
securities of Players to be delisted from a national securities exchange or
cease to be quoted in an inter-dealer quotation system of a registered national
securities association, (viii) a series of equity securities of Players
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934 or (ix) any action similar to any of
those described above. However, TGG and its affiliates, in their capacity as
such and/or in their capacity as shareholders and/or directors of Players may,
from time to time, be involved in discussions which relate to the transactions
described in this Item 4 and thus TGG retains its right to modify its plans
with respect to the transactions described in this Item 4, to acquire or
dispose of securities of Players and to formulate plans and proposals which
could result in the occurrence of any such events, subject to applicable laws
and regulations.
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. 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. Lawrence Cohen
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 4,367,350 shares of Common
Stock constituting 13.67% of the total issued and outstanding shares of the
Common Stock of Players as of August 28, 1998, based upon 31,941,737 shares
reported by the Company as outstanding on August 12, 1998.
(b) Except as disclosed in Item 5, section II below,
TGG exercises sole voting and dispositive power for the 4,367,350 shares of
Common Stock owned by TGG.
(c) On August 28, 1998, TGG agreed to acquire
100,000 shares of Players' Common Stock from Mr. Edward Fishman, at a price
equal to the
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closing price of Players Common Stock as reported through the consolidated
reporting system for such date.
(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 4,367,350 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. Lawrence Cohen
(a) Mr. Cohen beneficially owns 248,600 shares of
Common Stock constituting 0.78% of the total issued and outstanding shares of
the Common Stock of Players.
(b) Mr. Cohen exercises sole voting and dispositive
power for 248,600 shares of the 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. Cohen
during the last 60 days.
(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.
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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. 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: September 8, 1998 THE GRIFFIN GROUP, INC.
By: /s/ Lawrence Cohen
Name: Lawrence Cohen
Title: President
Chief Executive Officer
