SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
Amendment No. 1
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
AMERICAN GAMING & ENTERTAINMENT, LTD.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
026325 10 0
(CUSIP Number)
Constance J. Gustafson, Esq.
Lowe Gray Steele & Darko, LLP
Bank One Tower, 111 Monument Circle, Suite 4600
Indianapolis, Indiana 46204
(317) 236-8020
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 2000
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
(Page 1 of 9 Pages)
<PAGE>
CUSIP No. 0263251 0 0 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSONS
David B. McLane (along with John F. Fisbeck and Carter M. Fortune)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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
Mr. McLane owns 114,045,513 shares over which he has
sole voting power; however, as a member of a group he will be
deemed to beneficially own 344,161,540.(1)
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
Mr. McLane owns 114,045,513 shares over which he has
sole dispositive power; however, as a member of a group he will
be deemed to beneficially own 344,161,540.
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Messrs. McLane, Fisbeck and Fortune are deemed to beneficially own an
aggregate 344,161,540 shares of AGEL's Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.8%
14. TYPE OF REPORTING PERSON
IN
--------
1 Members of the Control Group assigned the right to purchase certain additional
shares of the Company pursuant to the Stock Purchase Agreements to family
members of the Control Group and employees and consultants of WOW Entertainment,
Inc., a company owned by the Control Group (which company became a wholly-owned
subsidiary of the Company; however, the members of the Control Group did not
retain sole or shared voting or dispositive power over such shares.
<PAGE>
CUSIP No. 026325 10 0 13D Page 3 of 9 Pages
1. NAME OF REPORTING PERSONS
John F. Fisbeck (along with Mr. McLane and Mr. Fortune)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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
Mr. Fisbeck owns 114,058,013 shares over which he has
sole voting power; however, as a member of a group he will be
deemed to beneficially own 344,161,540.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
Mr. Fisbeck owns 114,058,013 shares over which he has
sole dispositive power; however, as a member of a group he will
be deemed to beneficially own 344,161,540.
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Messrs. McLane, Fisbeck and Fortune are deemed to beneficially own an
aggregate 344,161,540 shares of AGEL's Common Stock.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.8%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 026325 10 0 13D Page 4 of 9 Pages
1. NAME OF REPORTING PERSONS
Carter M. Fortune (along with Messrs. McLane and Fisbeck)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
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
Mr. Fortune owns 116,058,014 shares over which he has
sole voting power; however, as a member of a group he will be
deemed to beneficially own 344,161,540.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
Mr. Fortune owns 116,058,014 shares over which he has
sole dispositive power; however, as a member of a group he will
be deemed to beneficially own 344,161,540.
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Messrs. McLane, Fisbeck and Fortune are deemed to beneficially own an
aggregate 344,161,540 shares of AGEL's Common Stock
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.8%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 amends Items 3, 4 and 5 of Statement on Schedule 13D
dated August 7, 2000 ("Schedule 13D"), previously filed by David B. McLane, John
F. Fisbeck and Carter M. Fortune relating to shares of Common Stock, $0.01 par
value per share ("Common Stock"), of American Gaming & Entertainment, Ltd., a
Delaware corporation ("AGEL"), with principal offices located at Bank One Tower,
111 Monument Circle, Suite 4600, Indianapolis, Indiana 46204.
Item 3. Source and Amount of Funds or Other Consideration.
Messrs. McLane, Fisbeck and Fortune and their assigns purchased 367,911,380
shares of AGEL's Common Stock pursuant to two Stock Purchase Agreements for a
total of $100,000 in cash plus additional consideration (described in Item 4
below). The source of the consideration for the purchase is personal funds.
Item 4. Purpose of the Transaction.
On September 1, 2000, Messrs. David B. McLane, John F. Fisbeck and Carter M.
Fortune (collectively, the "Control Group") and their assigns collectively
purchased 367,911,380 shares of the Common Stock of AGEL pursuant to two Stock
Purchase Agreements dated July 28, 2000. One agreement was with Richard C.
Breeden, who is the Bankruptcy Trustee for the Bennett Funding Group, Inc. et
al. (the "Estate") in a bankruptcy proceeding pending in the United States
Bankruptcy Court for the Northern District of New York. This agreement provided
for the purchase of 362,088,361 shares (the "Estate Stock") of Common Stock from
the Estate for $98,200 in cash. The Estate Stock included 360,588,361 shares of
Common Stock which were issued upon conversion of AGEL's Series C Cumulative
Preferred Stock, Series D Cumulative Preferred Stock and Series E Preferred
Stock owned by the Estate pursuant to a notice of conversion delivered to AGEL
dated as of July 21, 2000. The other agreement was with Shamrock Holdings Group,
Inc.("Shamrock")and provided for the purchase of 5,823,019 shares of Common
Stock (of which 1,399,565 shares were issued upon conversion of the Company's
Series A Preferred Stock owned by Shamrock pursuant to a notice of conversion
delivered to the Company dated as of July 21, 2000) for $1,800 in cash.
Of the 367,911,380 shares purchased, 344,161,540 shares were purchased by
the Control Group. The right to purchase the remainder of the shares was
assigned to family members of the Control Group and employees and consultants of
WOW Entertainment, Inc., a company owned by the Control Group (which company
became a wholly-owned subsidiary of the Company). The source of funds for all
purchases was from personal funds. Collectively, the stock purchased from the
Estate and Shamrock represent 98.1% of the outstanding Prior Common Stock of the
Company.
The Control Group also agreed to cause AGEL to pay J. Douglas Wellington,
who served as the Company's President and CEO until immediately following
closing, from post-closing funds to be contributed to AGEL by the Control Group,
a severance payment in the amount of $62,500 (which represents one-half of the
severance payment to be received under his employment agreement in effect
immediately prior to the closing)and a car and rent allowance in the amount of
$1,500. Immediately following closing of the stock sale, Mr. Wellington resigned
as the CEO and President of the Company and Mr. McLane was elected as president.
In addition, Douglas E. May was elected as the Chief Financial Officer.
The Company's Board of Directors was expanded to three members and the
Board of Directors appointed Mr. McLane to fill one of the vacancies. The Board
of Directors also elected Frank Fisbeck and Douglas E. May as Directors whose
election will become effective no more than ten days following the mailing of a
definitive Information Statement to the Company's shareholders. Mr. Wellington
is anticipated to resign from the Board shortly after the new directors take
office.
Shortly after the closing on the stock sale, a company owned by the Control
Group, WOW Entertainment, Inc. ("WOW") became a wholly owned subsidiary of AGEL.
Messrs. McLane, Fisbeck and Fortune did not receive any additional shares of
AGEL in connection with such transaction. Based in Indianapolis, Indiana, WOW
develops and produces sports entertainment programming. WOW's first run
syndicated television series, WOW-Women of Wrestling, is scheduled to premiere
in the fall of 2000.
The foregoing description of certain provisions of the Stock Purchase
Agreements, copies of which were filed as exhibits to the Schedule 13D, is not
intended to be complete and is qualified in its entirely by reference to the
full text of such agreements.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Messrs. McLane, Fisbeck and Fortune are as members of a group deemed
to beneficially own 344,161,540 shares of AGEL common stock representing 91.9%
of the outstanding common stock of AGEL. Individually, each person has sole
dispositive and voting power over the following shares of Common Stock: McLane,
114,045,513 (or 30.4%), John F. Fisbeck, 114,058,013 (or 30.4%) and Fortune,
116,058,014 (or 30.9%).
(c) Except for the execution of the Stock Purchase Agreements and as set out
in this Item 5(c), there have been no transactions in shares of common stock by
the Buyers during the past 60 days. Of the 367,911,300 shares purchased,
344,161,540 shares were purchased by the Control Group. The right to purchase
the remainder of the shares was assigned to family members of the Control Group
and employees and consultants of WOW Entertainment, Inc., a company owned by the
Control Group (which company became a wholly-owned subsidiary of the Company.
The source of funds for all purchases was from personal funds. Collectively, the
stock purchased from the Estate and Shamrock represent 98.2% of the outstanding
Prior Common Stock of the Company.
(d) The Buyers, based on their respective percentage ownership of the shares
of Common Stock to which this statement relates, shall have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from, any
sale of such shares of common stock.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as described under Items 3, 4 and 5 and as set out in this Item 6, to
the best knowledge of the Buyers, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Buyers and any
other person with respect to any securities of AGEL, including but not limited
to transfer or voting of any securities of AGEL, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, or a pledge or
contingency the occurrence of which would give another person voting power over
the securities of AGEL.
The Buyers are affirming in this filing their membership in a "group" within
the meaning of Rule 13d-5(b)(1). Although the Buyers took ownership of the AGEL
stock in their individual names and are individually supplying the consideration
for the purchase of the AGEL stock from personal funds, the Buyers may be
considered to be acting together for the purpose of acquiring and holding the
stock since each of the Buyers has signed the Stock Purchase Agreements and
because of the oral agreement described below.
Mr. Fortune owns certain preferred stock in WOW Entertainment, Inc. ("WOW"),
the company owned by the Buyers which became a subsidiary of AGEL following the
closing on the purchase of the AGEL Stock. Mr. Fortune has also made a loan to
WOW. The Buyers have an oral agreement that they will not dispose of the AGEL
shares until the preferred stock has been redeemed and the loan repaid.
WOW is a party to a Distribution Agreement with M/G Perin, Inc. (the
"Distributor") under which WOW has agreed to cause the issuance to the
Distributor of 3% of the AGEL common stock acquired by the Buyers pursuant to
the Stock Purchase Agreements plus a warrant to acquire an additional 1% of the
AGEL common stock owned by the Buyers. The shares issued to the Distributor came
solely from the shares purchased by the Buyers. Upon the closing of the AGEL
stock purchase, the Buyers have caused the issuance of the stock to the
Distributor and intend to cause the issuance of the warrant to the Distributor.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit A Joint Filing Statement
<PAGE>
SIGNATURE
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.
Dated: September 11, 2000
/s/ David B. McLane
-----------------------------
David B. McLane
/s/ John F. Fisbeck
----------------------------
John F. Fisbeck
/s/ Carter M. Fortune
-----------------------------
Carter M. Fortune
<PAGE>
EXHIBIT A
Joint Filing Statement
We, the undersigned, hereby express our agreement that the attached
Amendment No. 1 to Schedule 13D is filed on behalf of each of us.
/s/ David B. McLane
-----------------------------
David B. McLane
/s/ John F. Fisbeck
----------------------------
John F. Fisbeck
/s/ Carter M. Fortune
-----------------------------
Carter M. Fortune
