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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
American Gaming & Entertainment, Ltd. (Formerly Gamma
International, Ltd.)
(Name of Issuer)
Common Stock; Series C Preferred Stock; Series D Preferred Stock;
Series E Preferred Stock
(Title of Class of Securities)
3 64907-10-5
(CUSIP Number)
Mutual Investors Funding Corporation (MIFCO)
1600 Route 208 North
Hawthorne, New Jersey 07507
Attention: Gary D. Peiffer
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 1997
(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)(3) 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 purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 3 64907-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mutual Investors Funding Corp. (MIFCO)
Federal I.D. No. 22-3178544
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
Item 5. Interest in Securities of Issuer
(a)-(e) Mutual Investors Funding Corporation ("MIFCO") transferred
its entire beneficial ownership of Common Stock, par value $.01 per share (the
"Common Stock") and securities convertible into Common Stock of American Gaming
& Entertainment, Ltd., formerly known as Gamma International, Ltd. ("Gaming")
pursuant to the Stipulation described in Item 6 below.
Contracts, Arrangements, Understandings
or Relationships With Respect to
Item 6. Securities of the Issuer
MIFCO transferred all of its shares of the Common Stock and
securities convertible into Common Stock of Gaming to Richard C. Breeden,
Chapter 11 Trustee for the Bennett Funding Group, Inc., et al. pursuant to
a Stipulation approved by the United States Bankruptcy Court for the Northern
District of New York on November 27, 1996.
Item 7. Materials to be filed as Exhibits
(a) Stipulation by and between MIFCO and Richard C. Breeden, Chapter
11 Trustee for the Bennett Funding Group, Inc., et al., and Order approved by
the United States Bankruptcy Court for the Northern District of New York on
November 27, 1996.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certifies that the information set forth in
this statement on Schedule 13D concerning the Common Stock, Series C Preferred
Stock, Series D Preferred Stock, and Series E Preferred Stock of American Gaming
& Entertainment, Ltd. is true, complete and correct.
Dated: February 14, 1997
Mutual Investors Funding Corp.
By: /s/ Gary D. Peiffer
___________________________
Gary D. Peiffer, President
[Signature Page of Schedule 13D with respect to
Mutual Investors Funding Corp.]
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IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF NEW YORK
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IN RE : CASE NO. 96-61376
96-61377
THE BENNETT FUNDING GROUP, INC. : 96-61378
BENNETT RECEIVABLES CORPORATION 96-61379
BENNETT RECEIVABLES CORPORATION II :
BENNETT MANAGEMENT AND DEVELOPMENT
CORPORATION : Chapter 11
Jointly Administered
Debtors :
- ----------------------------------------X
RICHARD C. BREEDEN, CHAPTER 11 TRUSTEE :
FOR THE BENNETT FUNDING GROUP,
INC., et al., :
Plaintiff, :
v.
:
PATRICK R. BENNETT, EDMUND T. BENNETT, :
KATHLEEN M. BENNETT, MICHAEL A. BENNETT,
GWEN BENNETT, BENNETT FINANCIAL :
ASSOCIATES, BENNETT FUNDING OF NEW
YORK, KENNETH P. KASARJIAN, KENTON : Adv. Pro.
GROUP, INC., ANTHONY PAVONI, SCRIPTEX, No. 96-70154 (SDG)
INC., CASTLE OFFICE SYSTEMS, INC., :
CHARLES GENOVESE, HEMLOCK INVESTOR
ASSOCIATES, HIGH MOUNTAIN ASSOCIATES, :
HIGHWOOD INVESTOR ASSOCIATES, MUTUAL
INVESTORS FUNDING CORPORATION, COMFORT :
FINANCIAL ASSOCIATES, COMFORT
ASSOCIATES, INC., OLYMPUS PROPERTY :
MANAGEMENT CORPORATION, ALLEGRO
PROPERTY & FINANCE, INC., JOSEPH J. :
CANINO, and JOHN DOES 1-100
:
Defendants.
- ----------------------------------------X
ORDER
The Court having been presented with a stipulation between
the plaintiff in this adversary proceeding, Richard C.
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Breeden, as Trustee for Bennett Management & Development Corporation, and a
defendant in this adversary proceeding, Mutual Investors Funding Corporation;
and the Court having reviewed the contents of the stipulation and having
concluded that notice of this Order need not be given; now therefore it is
hereby
ORDERED, that the stipulation and the terms thereof are
approved in all respects.
Dated: Utica, New York
November 27, 1996
/s/ Stephen D. Gerling
________________________________
The Honorable Stephen D. Gerling
Chief U.S. Bankruptcy Judge
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DRAFT
IN THE UNITED STATES BANKRUPTCY COURT
NORTHERN DISTRICT OF NEW YORK
- --------------------------------------------x
IN RE : CASE NO. 96-61376
96-61377
THE BENNETT FUNDING GROUP, INC. : 96-61378
BENNETT RECEIVABLES CORPORATION 96-61379
BENNETT RECEIVABLES CORPORATION II :
BENNETT MANAGEMENT AND DEVELOPMENT
CORPORATION : Chapter 11
Jointly Administered
Debtors :
- --------------------------------------------x
RICHARD C. BREEDEN, CHAPTER 11 TRUSTEE :
FOR THE BENNETT FUNDING GROUP,INC., et al.,
:
Plaintiff, :
: STIPULATION
v.
PATRICK R. BENNETT, EDMUND T. BENNETT,
KATHLEEN M. BENNETT, MICHAEL A. BENNETT, :
GWEN BENNETT, BENNETT FINANCIAL
ASSOCIATES, BENNETT FUNDING OF NEW :
YORK, KENNETH P. KASARJIAN, KENTON Adv. Pro.
GROUP, INC., ANTHONY PAVONI, SCRIPTEX, : No. 96-70154 (SDG)
INC., CASTLE OFFICE SYSTEMS, INC.,
CHARLES GENOVESE, HEMLOCK INVESTOR :
ASSOCIATES, HIGH MOUNTAIN ASSOCIATES,
HIGHWOOD INVESTOR ASSOCIATES, MUTUAL :
INVESTORS FUNDING CORPORATION, COMFORT
FINANCIAL ASSOCIATES, COMFORT :
ASSOCIATES, INC., OLYMPUS PROPERTY
MANAGEMENT CORPORATION, ALLEGRO :
PROPERTY & FINANCE, INC., JOSEPH J.
CANINO, and JOHN DOES 1-100, :
Defendants. :
- --------------------------------------------x
WHEREAS, on or about March 29, 1996, Chapter 11 cases were
commenced for The Bennett Funding Group, Inc., Bennett Receivables Corporation,
Bennett Receivables
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Corporation II and Bennett Management and Development Corporation (collectively,
with their debtor subsidiaries, the "Debtors"); and
WHEREAS, on April 18, 1996, Richard C. Breeden was appointed
Chapter 11 Trustee of the Debtors (the "Trustee") and such appointment was
approved by the Court; and
WHEREAS, on or about August 29, 1996, the Trustee filed a
First Amended Complaint (the "Complaint") against Mutual Investors Funding
Corporation ("MIFCO") and other defendants; and
WHEREAS, the Trustee alleges in the Complaint, among other
things, that MIFCO is in possession of certain property that is property of the
Debtors' estate and that MIFCO participated in a fraudulent and avoidable
transfer of property under sections 273, 274 and 276 of the N.Y. Debt. Cred.
Law; and
WHEREAS, MIFCO owns 1,500,000 shares of American Gaming &
Entertainment, Ltd. ("AGEL") common stock, 4,000 shares of AGEL Class C
preferred stock, 4,000 shares of AGEL Class D preferred stock and 4,000 shares
of AGEL Class E preferred stock (collectively, the "AGEL Stock"); and
WHEREAS, the Trustee seeks, among other things, to acquire
possession of the AGEL Stock; and
WHEREAS, MIFCO and the Trustee are involved in settlement
discussions in an effort to resolve the issues presented in this action; and
WHEREAS, upon the approval of this Stipulation by the
Bankruptcy Court, MIFCO is prepared to deliver certain irrevocable stock powers
(the "Stock Powers") to the
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Trustee for purposes of voluntarily transferring the AGEL Stock to the
Trustee, in furtherance of said settlement discussions;
IT IS HEREBY STIPULATED AND AGREED, by and between the
undersigned:
1. Within three (3) business days of MIFCO's receipt of fully
conformed copies of this Stipulation and the Bankruptcy Court's Order approving
said Stipulation, MIFCO shall deliver to the Trustee all documentation necessary
to effectuate the transfer of the AGEL stock to the Trustee;
2. The Trustee hereby agrees to accept the transfer of the
AGEL Stock;
3. The Trustee acknowledges that the shares of AGEL Stock
being transferred have not been registered under the Securities Act of 1933,
as amended (the "Act") or under any state securities law and agrees that the
AGEL Stock will not be offered, sold, or otherwise transferred unless the
shares are registered under the Act and applicable state securities laws, or
such offers, sales and transfers are made pursuant to an available exemption
from the registration requirements of those laws;
4. Nothing in this Stipulation or the Stock Powers shall be
deemed an admission by MIFCO of any of the allegations in the Complaint, or an
admission by MIFCO of any allegations in any other administrative, civil or
criminal proceeding or action that has been or may be commenced;
5. Except as expressly provided herein and in the Stock
Powers, each party to the stipulation expressly reserves its claim or claims
against the other, including the Trustee's
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claims against MIFCO as alleged in the Complaint and any claims or counterclaims
that may be asserted by MIFCO against the Trustee. Nothing in the Stipulation or
Stock Powers shall constitute a waiver or compromise of either party's
respective claims, rights or interests; and
6. This Stipulation and the Stock Powers are being executed
pursuant to settlement discussions between the parties and as such are not
admissible for any purpose in any proceeding except by prior written consent of
the parties.
Dated: New York, New York
November 12, 1996
SIMPSON THACHER & BARTLETT
(A partnership which includes
professional corporations)
Attorneys for Richard C. Breeden,
Chapter 11 Trustee for The
Bennett Funding Group, Inc. et al.
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
By: /s/ George M. Newcombe
------------------------
George M. Newcombe (508293)
A Member of the Firm
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GORDON ALTMAN BUTOWSKY WEITZEN
SHALOV & WEIN
Attorneys for Mutual Investors
Funding Corporation
114 W. 47th Street
New York, New York 10036
(212)626-0800
By: /s/ Lawrence J. Zweifach
------------------------
Lawrence J. Zweifach
A Member of the Firm
