SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
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)
July 28, 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 will own 122,637,126.6 shares over which he will have
sole voting; however, as a member of a group he will be deemed to
beneficially own 367,911,380.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
Mr. McLane will own 122,637,126.6 shares over which he will have
sole dispositive power; however, as a member of a group he will
be deemed to beneficially own 367,911,380.
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Messrs. McLane, Fisbeck and Fortune will be deemed to beneficially own an
aggregate 367,911,380 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)
98.2%
14. TYPE OF REPORTING PERSON
IN
<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 will own 122,637,126.6 shares over which he will have
sole voting; however, as a member of a group he will be deemed to
beneficially own 367,911,380.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
Mr. Fisbeck will own 122,637,126.6 shares over which he will have
sole dispositive power; however, as a member of a group he will
be deemed to beneficially own 367,911,380.
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Messrs. McLane, Fisbeck and Fortune will be deemed to beneficially own an
aggregate 367,911,380 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)
98.2%
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 will own 122,637,126.6 shares over which he will have
sole voting; however, as a member of a group he will be deemed to
beneficially own 367,911,380.
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
Mr. Fortune will own 122,637,126.6 shares over which he will have
sole dispositive power; however, as a member of a group he will
be deemed to beneficially own 367,911,380.
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Messrs. McLane, Fisbeck and Fortune will be deemed to beneficially own an
aggregate 367,911,380 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)
98.2%
14. TYPE OF REPORTING PERSON
IN
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D relates 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 51 Beech Road,
Glen Rock, New Jersey 07452.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is being filed by:
David B. McLane, whose principal place of business is Bank One Tower,
111 Monument Circle, Suite 4600, Indianapolis, Indiana 46204. Mr.
McLane's present principal occupation is serving as President of David
McLane Enterprises, Inc.
John F. Fisbeck, whose principal place of business is Bank One Tower,
111 Monument Circle, Suite 4600, Indianapolis, Indiana 46204. Mr.
Fisbeck's present principal occupation is serving as Vice President and
Senior Financial Consultant for Merill Lynch.
Carter M. Fortune whose principal place of business is Bank One Tower,
111 Monument Circle, Suite 4600, Indianapolis, Indiana 46204. Mr.
Fortune's present principal occupation is serving as president of
Fortune Group, Inc.
(d)-(e) During the last five years, Messrs. McLane, Fisbeck and Fortune have
not: (i) been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such
laws.
(f) Messrs. McLane, Fisbeck and Fortune are all United States citizens.
Item 3. Source and Amount of Funds or Other Consideration.
Messrs. McLane, Fisbeck and Fortune are purchasing 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.
Messrs. McLane, Fisbeck and Fortune (collectively, the "Buyers") are
purchasing 367,911,380 shares of AGEL's Common Stock pursuant to two Stock
Purchase Agreements dated July 28, 2000. One agreement is with Richard C.
Breeden, who is the Bankruptcy Trustee (the "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 (the
"Bankruptcy Court"). This agreement provides for the purchase of 362,088,361
shares (the "Estate Stock") of $0.01 par value common stock from the Estate for
$98,200 in cash. The Estate Stock includes 360,588,361 shares of common stock
which will be converted from the Series C, D and 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 is with Shamrock Holdings Group, Inc. ("Shamrock") and
provides for the purchase of 5,823,019 shares of $0.01 par value common stock
(of which 1,399,565 shares will be converted from the Series A preferred stock
owned by Shamrock pursuant to a notice of conversion delivered to AGEL dated as
of July 21, 2000) for $1,800 in cash. Collectively, the stock purchased from the
Estate and Shamrock will represent 98.2% of the outstanding common stock of
AGEL. The sale of the stock by the Estate is conditioned upon approval by the
Bankruptcy Court. In addition, the sale of the stock by the Estate and Shamrock
is also conditioned upon receipt of the approval of the Indiana Gaming
Commission unless it is determined that Commission approval is not required. It
is anticipated that the sale of the stock will close on or about August 31,
2000.
The Buyers have also agreed to cause AGEL to pay J. Douglas Wellington,
AGEL's CEO, from post-closing funds to be contributed to AGEL by the Buyers a
severance payment in the amount of $62,500 and a car and rent allowance in the
amount of $1,500. The Stock Purchase Agreements also provide that immediately
following closing on the stock sale, AGEL's Board of Directors will be expanded
to not less than three members (as determined by the Buyers) and the Board of
Directors will fill the vacancies with individuals designated by the Buyers. It
is anticipated that the Buyers will designate David B. McLane to fill one of the
vacancies. The Buyers have not yet determined who will be designated to fill the
other vacancies. It is anticipated that AGEL's current sole director, J. Douglas
Wellington, will resign shortly after the closing on the stock sale.
<PAGE>
Shortly after the closing on the stock sale, the Buyers plan to engage in a
transaction by which a company owned by the Buyers, WOW Entertainment, Inc.
("WOW"), will become a wholly owned subsidiary of AGEL. It is not anticipated
that Messrs. McLane, Fisbeck and Fortune will 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 are filed as exhibits hereto and incorporated herein
by reference, 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 will as members of a group be
deemed to beneficially own 367,911,380 shares of AGEL common stock representing
98.2% of the outstanding common stock of AGEL; however, each will have the sole
voting and dispositive power of 122,637,126.6 shares of common stock
representing approximately 37.7% of the outstanding common stock as represented
by AGEL to the Buyers.
(c) Except for the execution of the Stock Purchase Agreements, there have
been no transactions in shares of common stock by the Buyers during the past 60
days.
(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.
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 will take ownership of the
AGEL stock in their individual names and are individually supplying the
consideration for the purchase of the AGEL 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.
Mr. Fortune owns certain preferred stock in WOW Entertainment, Inc. ("WOW"),
the company owned by the Buyers which will become a subsidiary of AGEL following
the closing on the purchase of the AGEL Stock. Mr. Fortune has also agreed to
make 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 to be issued to the
Distributor will come solely from the shares being purchased by the Buyers. Upon
the closing of the AGEL stock purchase, the Buyers intend to cause the issuance
of the stock and warrant to the Distributor.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit A Joint Filing Statement
Exhibit 7.1 Stock Purchase Agreement, dated as of July 28, 2000, between John
F. Fisbeck, David B. McLane and Carter M. Fortune, and Richard C.
Breeden, Trustee of The Bennett Funding Group, Inc. et al. and
American Gaming & Entertainment, Ltd.
Exhibit 7.2 Stock Purchase Agreement, dated as of July 28, 2000, between John
F. Fisbeck, David B. McLane and Carter M. Fortune, and Shamrock
Holdings Group, Inc. and American Gaming & Entertainment, Ltd.
Exhibit 7.3 Distribution Agreement executed as of July 17, 2000 between WOW
Entertainment, Inc. and M/G Perin, Inc.
<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: August 7, 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
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
