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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)*
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 6, 1999
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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 pages)
(Page 1 of 9 Pages)
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<TABLE>
<CAPTION>
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CUSIP NO. 727903 10 6 13D PAGE 2 OF 9 PAGES
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<C> <S> <C>
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
THE GRIFFIN GROUP, INC. NO. 13-3488434
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF 7 SOLE VOTING POWER
SHARES
4,367,350
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
-0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING
4,367,350
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PERSON WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,367,350
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF SERIES REPRESENTED BY AMOUNT IN ROW (11)
13.64
%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
(Page 2 of 9 Pages)
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This Amendment No. 5 is filed by The Griffin Group, Inc.
("TGG") to further amend the Schedule 13D filed on November 25, 1992 by TGG,
as last amended and restated by Amendment No. 4 thereto filed on September 8,
1998, relating to the common stock, par value $.005 per share ("Common Stock"),
of Players International, Inc. ("Players"). This Amendment is filed to report
that TGG and Lawrence Cohen each have entered into Stockholder Support
Agreements with and for the benefit of Jackpot Enterprises, Inc. ("Jackpot"),
dated as of February 6, 1999.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described below, and other than standard default and similar
provisions contained in loan agreements, there are no other contracts,
arrangements, understandings or relationships between TGG, Mervyn E. Griffin or
Lawrence Cohen, on one hand, and anyone else, on the other hand, with respect
to any securities of Players.
I. TGG
Under the terms of a Stockholder Support Agreement (the
"Agreement") entered into by TGG and Jackpot, dated as of February 6, 1999,
TGG has agreed, among other things, (1) to vote the 4,367,350 shares of Common
Stock beneficially owned by TGG in favor of a proposed merger (the "Merger")
between Players and JEI Merger Corp., an indirect wholly-owned subsidiary of
Jackpot, and not to vote in favor of any proposal not in furtherance of the
Merger, (2) in the event that TGG violates the contractual obligation to vote
in favor of the Merger, to grant an irrevocable proxy to Jackpot with respect
to the Common Stock owned by TGG, and (3) not to solicit or facilitate any
rival inquiry or proposal. A form of the Stockholder Support Agreement is
attached as an exhibit hereto.
II. SOLE DIRECTOR AND BENEFICIAL OWNER OF TGG
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. As described
above, TGG has entered into the Agreement.
III. OFFICERS OF TGG
A. Lawrence Cohen
Mr. Cohen, President and Chief Executive Officer of TGG, and
Jackpot have entered into a Stockholder Support Agreement (the "Cohen
Agreement") to and for the benefit of Jackpot, dated as of February 6, 1999,
with respect to 253,600 shares of Common Stock beneficially owned by Mr. Cohen.
The Cohen Agreement is substantially similar to the Agreement except with
respect to Mr. Cohen's name, the number of shares of Common Stock to which it
relates, and certain standard investor representations and warranties, relating
to Mr. Cohen's status as an individual rather than a corporate stockholder of
Players.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Form of Stockholder Support Agreement dated as of
February 6, 1999.
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: February 17, 1999 THE GRIFFIN GROUP, INC.
By: /s/ Lawrence Cohen
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Name: Lawrence Cohen
Title: President
Chief Executive Officer
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EXHIBIT INDEX
Exhibit A Form of Stockholder Support Agreement dated as
of February 6, 1999.
(Page 4 of 9 Pages)
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EXHIBIT A
STOCKHOLDER SUPPORT AGREEMENT
STOCKHOLDER SUPPORT AGREEMENT, dated as of February 6, 1999
(this "Agreement"), by ______________________ ("Stockholder"), to and for the
benefit of Jackpot Enterprises, Inc., a Nevada Corporation ("Buyer").
WHEREAS, as of the date hereof, Stockholder owns of record and
beneficially _________ shares (such shares, together with any other voting or
equity securities of Players International, Inc., a Nevada corporation
("Pelican"), hereafter acquired by Stockholder prior to the termination of this
Agreement, being referred to herein collectively as the "Shares") of common
stock, par value $0.005 per share ("Pelican Common Stock");
WHEREAS, concurrently with the execution of this Agreement,
Buyer, JEI Merger Corp., a Nevada corporation and an indirect wholly-owned
subsidiary of Buyer ("Merger Sub"), and Pelican are entering into an Agreement
and Plan of Merger, dated as of the date hereof (the "Merger Agreement";
capitalized terms used and not otherwise defined herein shall have the
respective meanings assigned to them in the Merger Agreement), pursuant to
which, upon the terms and subject to the conditions thereof, Merger Sub will be
merged with and into Pelican such that Pelican will become an indirect
wholly-owned subsidiary of Buyer (the "Merger"); and
WHEREAS, as a condition to the willingness of Pelican, Buyer
and Merger Sub to enter into the Merger Agreement, Buyer has requested the
Stockholder agree, and in order to induce Buyer and Merger Sub to enter into
the Merger Agreement the Stockholder is willing to agree, to vote in favor of
adopting the Merger Agreement and approving the Merger, upon the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree, severally and not jointly, as follows:
Section 1. Voting of Shares. Until the termination of this
Agreement in accordance with the terms hereof, Stockholder hereby agrees that,
at the Pelican Stockholders' Meeting or any other meeting of the stockholders
of Pelican, however called, and in any action by written consent of the
stockholders of Pelican, Stockholder will vote all of its respective Shares (a)
in favor of adoption of the Merger Agreement and approval of the Merger and the
other transactions contemplated by the Merger Agreement, (b) against any
proposal for any recapitalization, merger (other than the Merger), sale of
assets or other business combination between Pelican and any person or entity
(other than Buyer or any subsidiary of Buyer) or any other action or agreement
that would result in a breach of any covenant, representation or warranty or
any other obligation or agreement of Pelican under the Merger Agreement or
which could result in
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any of the conditions to the Merger Agreement not being fulfilled and (c) in
favor of any other matter necessary to the consummation of the transactions
contemplated by the Merger Agreement and considered and voted upon by the
stockholders of Pelican (or any class thereof). In addition, Stockholder
agrees that it will, upon request by Buyer, furnish written confirmation, in
form and substance reasonably acceptable to Buyer, of such Stockholder's vote
in favor of the Merger Agreement and the Merger. Stockholder acknowledges
receipt and review of a copy of the Merger Agreement. Notwithstanding the
foregoing, this Agreement shall not limit or affect in any way Stockholder's
rights with respect to the election of directors of Pelican.
Section 2. Proxy. Subject to any required approval under
Pelican Gaming Laws, the Stockholder, by this Agreement, does hereby constitute
and appoint Buyer, or any nominee of Buyer, with full power of substitution, as
such Stockholder's irrevocable proxy and attorney-in-fact to vote the Shares as
indicated in Section 1 in the event such Stockholder fails to comply with its
obligations under such section. Stockholder intends this proxy to be
irrevocable and coupled with an interest and will take such further action and
execute such other instruments as may be necessary to effectuate the intent of
this proxy and hereby revokes any proxy previously granted by it with respect
to its Shares.
Section 3. Transfer of Shares. Stockholder represents and
warrants that it has no present intention of taking action, prior to the
termination of this Agreement in accordance with the terms hereof, to, directly
or indirectly, (a) sell, assign, transfer (including by merger or otherwise by
operation of law), pledge, encumber or otherwise dispose of any of the Shares,
(b) deposit any of the Shares into a voting trust or enter into a voting
agreement or arrangement with respect to the Shares or grant any proxy or power
of attorney with respect thereto which is inconsistent with this Agreement or
(c) enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect sale, assignment, transfer (including by
merger or otherwise by operation of law) or other disposition of any Shares.
Section 4. Representations and Warranties of Stockholder.
Stockholder hereby represents and warrants to Buyer with respect to itself and
its ownership of the Shares as follows:
(a) The Stockholder is a corporation duly incorporated,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation, and has all necessary corporate
power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby.
(b) The Stockholder is the record or beneficial owner of
_________ Shares. Such Stockholder is the lawful owner of such
Shares, free and clear of all voting agreements and commitments of
every kind, other than this Agreement.
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Neither such Stockholder nor any of its Affiliates owns or holds any
rights to acquire any additional Shares or other securities of Pelican
or any interest therein or any voting rights with respect to any
additional Shares or any other securities of Pelican.
(c) This Agreement has been approved by all necessary
corporate or partnership action on the part of such Stockholder for
the execution and performance hereof by such Stockholder.
(d) This Agreement has been duly executed and delivered
by a duly authorized officer of such Stockholder.
(e) This Agreement constitutes the valid and binding
agreement of such Stockholder, enforceable against such Stockholder in
accordance with its terms.
(f) The execution and delivery of this Agreement by such
Stockholder does not violate or breach, and will not give rise to any
violation or breach, of such Stockholder's charter or bylaws, or,
except as will not materially impair the ability of such Stockholder
to effectuate, carry out or comply with all of the terms of this
Agreement, any law, contract, instrument, arrangement or agreement by
which such Stockholder is bound.
Section 5. No Solicitation. Stockholder agrees that in its
corporate capacity it will not, nor will it authorize or permit any of its
officers, directors, financial advisors, employees, agents and representatives,
other than in accordance with the Merger Agreement, to, directly or indirectly,
(a) initiate, solicit or encourage (including by way of furnishing information)
or take any other action to facilitate knowingly any inquiries or proposals
that constitute, or could reasonably be expected to lead to an Acquisition
Proposal, (b) agree to or recommend any Acquisition Proposal, or (c) engage in
negotiations or discussions with a Third Party concerning, or provide any
non-public information to any person or entity relating to, any Acquisition
Proposal.
Section 6. Termination. This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time or (ii) the termination of the
Merger Agreement in accordance with the terms thereof; PROVIDED that the
provisions of Sections 7 and 8 of this Agreement shall survive any termination
of this Agreement; and PROVIDED FURTHER that no such termination shall relieve
any party of liability for a breach hereof prior to termination.
Section 7. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that the
parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
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Section 8. Miscellaneous.
(a) This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, both written
and oral, between the parties with respect thereto. This Agreement
may not be amended, modified or rescinded except by an instrument in
writing signed by each of the parties hereto.
(b) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible to the fullest extent
permitted by applicable law in a mutually acceptable manner in order
that the terms of this Agreement remain as originally contemplated to
the fullest extent possible.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without regard to
the principles of conflicts of law thereof.
(d) This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed by their respective duly authorized officers as of the
date first written above.
[STOCKHOLDER]
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By: [Name]
Its: [Title]
Agreed and Acknowledged:
JACKPOT ENTERPRISES, INC.
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By:
Its:
(Page 9 of 9 Pages)
