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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. 6)*
STRATOSPHERE CORPORATION
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
86 3106 10 0
(CUSIP Number)
BOB STUPAK
2015 PARADISE ROAD
LAS VEGAS, NEVADA 89104
(702) 383-0764
(Name, Address and Telephone Number of Person Authorized to Received Notices
and Communications)
SEPTEMBER 10, 1996
(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 person 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. 863106 10 0 PAGE 2 OF ___ PAGES
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bob Stupak
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
Not applicable
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.
NUMBER OF (7) SOLE VOTING POWER 58,700
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 5,257,500
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 58,700
PERSON
WITH (10) SHARED DISPOSITIVE POWER 5,257,500
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,316,200
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14) TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
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SCHEDULE 13D
CUSIP NO. 863106 10 0 PAGE 3 OF ___ PAGES
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bob Stupak Enterprises, Inc.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
Not applicable
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF (7) SOLE VOTING POWER 58,700
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 5,257,500
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 58,700
PERSON
WITH (10) SHARED DISPOSITIVE POWER 5,257,500
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,316,200
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14) TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
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SCHEDULE 13D
CUSIP NO. 863106 10 0 PAGE 4 OF ___ PAGES
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DINE OUT CORP.
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
3) SEC USE ONLY
4) SOURCE OF FUNDS*
Not Applicable
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF (7) SOLE VOTING POWER 0
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON
WITH (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) 0.0%
14) TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
4
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CUSIP NO. 863106 10 0 SCHEDULE 13D PAGE 5 OF ___ PAGES
EXPLANATORY STATEMENT
This Amendment No. 6 ("Amendment No. 6") amends, pursuant to Rule
13d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Statement on Schedule 13D filed by Bob Stupak ("Stupak"), Bob Stupak
Enterprises, Inc., a Nevada corporation ("BSE"), and Dine Out Corp., a Nevada
corporation ("Dine Out" and collectively with Stupak and BSE, the "Reporting
Persons" or the "Stupak Affiliates"), dated November 15, 1993, as previously
amended (the "Schedule 13D"), with respect to the common stock, par value $.01
per share (the "Common Stock"), of Stratosphere Corporation, a Delaware
corporation (the "Issuer" or the "Company"). Unless otherwise indicated,
capitalized terms used herein but not otherwise defined shall have the meanings
assigned to them in the Schedule 13D.
The Reporting Persons are making this joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act, although neither the fact of this filing nor anything contained
herein shall be deemed to be an admission by the Reporting Persons that a group
exists.
This Amendment No. 6 is being filed for the purpose of reporting open
market sales of Common Stock by the Reporting Persons. The filing of this
amendment is not, and should not be deemed to be, an admission that such an
amendment is required to be filed.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended and restated as follows:
This Schedule 13D is filed on behalf of Bob Stupak Enterprises, Inc.,
a Nevada corporation ("BSE), Dine Out Corp., a Nevada corporation ("Dine Out")
and Bob Stupak (each a "Reporting Person" or "Stupak Affiliate" and,
collectively, the "Reporting Persons" or the "Stupak Affiliates"). The
Reporting Persons are making this joint filing because they may be deemed to
constitute a "group" within the meaning of Section 13(d)(3) of the Exchange
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group
exists.
BSE. BSE is a Nevada corporation whose principal business is the
ownership of the Common Stock of the Issuer. The business address of BSE is
2015 Paradise Road, Las Vegas, Nevada 89104.
Dine Out. Dine Out is a Nevada corporation whose principal business
is the ownership of the Common Stock of the Issuer. The business address of
Dine Out is 2015 Paradise Road, Las Vegas, Nevada 89104.
Stupak. Bob Stupak is the sole director, president, secretary,
treasurer and stockholder of each of BSE and Dine Out. His principal
occupation is serving as Chairman of the Board of
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CUSIP NO. 863106 10 0 SCHEDULE 13D PAGE 6 OF ___ PAGES
Directors of the Issuer. The business address of Mr. Stupak is 2015 Paradise
Road, Las Vegas, Nevada 89104. Mr. Stupak is a citizen of the United States.
During the past five (5) years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was 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
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
As a result of sales of all of the shares Common Stock owned by Dine
Out, Dine Out will no longer be a Reporting Person for purposes of this and all
future filings.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated as follows:
As of September 24, 1996, BSE is the beneficial owner of 5,316,200
shares of Common Stock, which represent approximately 9.1% of the outstanding
Common Stock of the Issuer. As of September 24, 1996, Dine Out does not
beneficially own any shares of Common Stock. Accordingly, Dine Out will no
longer be a Reporting Person for purposes of this and all future filings. By
virtue of being the sole stockholder, director, president, treasurer and
secretary of BSE, Mr. Stupak may be deemed to have the power to vote and
dispose of the shares of Common Stock owned by BSE. Accordingly, Mr. Stupak
may be considered the beneficial owner of an aggregate of 5,316,200 shares of
Common Stock as of September 24, 1996, which represent approximately 9.1% of
the outstanding Common Stock.
Pursuant to the terms of the Asset Purchase Agreement and FIB Escrow
Agreement, certain shares of Common Stock (5,257,500 shares as of September 10,
1996) beneficially owned directly by BSE and indirectly by Mr. Stupak are held
in escrow and pledged to the Issuer to secure certain obligations of Mr.
Stupak. Under Rule 13d-3(d)(3) of the Exchange Act, the Issuer, as pledgee,
may be deemed to share the voting and dispositive power with respect to such
pledged shares. Except for such pledged shares, each Reporting Person has,
directly or indirectly, sole voting and dispositive power with respect to all
of the shares of Common Stock reported for it.
The Issuer and Nevada State Bank, as pledgees, have (i) the right to
receive and hold, as additional security, dividends paid on the pledged shares
and (ii) the right to receive the proceeds, subject to certain limitations,
from the sale of any of such pledged shares that are sold pursuant to the terms
of the agreements governing the respective pledges.
Transactions in the Common Stock effected by the Reporting Persons
since the most recent filing on Schedule 13D are set forth on Schedule A
hereto.
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CUSIP NO. 863106 10 0 SCHEDULE 13D PAGE 7 OF ___ PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented by adding the following:
As of September 24, 1996, all but 8,700 of the shares of Common Stock
pledged to Nevada State Bank pursuant to that certain commercial pledge and
security agreement dated April 18, 1996 have been sold.
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CUSIP NO. 863106 10 0 SCHEDULE 13D PAGE 8 OF ___ PAGES
SCHEDULE A
BSE effected the following open market transactions in the Common
Stock since the most recent filing on Schedule 13D.
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE DESCRIPTION
- ------- ------------------ ------------------ ---------------
<S> <C> <C> <C>
8/6/96 50,000 3.00 Sale
8/7/96 40,000 3.00 Sale
8/9/96 50,000 2.7813 Sale
8/13/96 10,000 2.75 Sale
8/14/96 200,000 1.9375 Sale
8/20/96 30,000 1.4375 Sale
8/20/96 20,000 1.375 Sale
8/20/96 50,000 1.25 Sale
8/29/96 60,000 2.25 Sale
8/30/96 40,000 2.25 Sale
8/30/96 20,000 2.00 Sale
8/30/96 43,700 2.201 Sale
8/30/96 131,300 2.035 Sale
9/4/96 10,000 1.6875 Sale
9/4/96 15,000 1.65625 Sale
9/4/96 25,000 1.6875 Sale
9/5/96 57,500 1.50 Sale
9/5/96 50,000 1.52 Sale
9/6/96 10,000 1.5625 Sale
9/6/96 10,000 1.50 Sale
9/6/96 10,000 1.875 Sale
9/10/96 6,000 1.625 Sale
9/10/96 2,000 1.6875 Sale
9/10/96 58,496 1.53125 Sale
9/10/96 20,000 1.75 Sale
9/10/96 30,000 1.625 Sale
9/10/96 50,000 1.53125 Sale
9/10/96 100,000 1.50 Sale
</TABLE>
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CUSIP NO. 863106 10 0 SCHEDULE 13D PAGE 9 OF ___ PAGES
Dine Out* effected the following open market transactions in the
Common Stock since the most recent filing on Schedule 13D.
<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PRICE PER SHARE DESCRIPTION
- ------- ------------------ ------------------ ---------------
<S> <C> <C> <C>
8/29/96 20,000 2.25 Sale
</TABLE>
__________________________________
* No longer a Reporting Person.
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CUSIP NO. 863106 10 0 SCHEDULE 13D PAGE 10 OF ___ PAGES
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.
September 25, 1996 /s/ BOB STUPAK
----------------------- ------------------------
Date Bob Stupak
10
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CUSIP NO. 863106 10 0 SCHEDULE 13D PAGE 11 OF ___ PAGES
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.
BOB STUPAK ENTERPRISES, INC.
September 25, 1996 By:/s/ BOB STUPAK
------------------------ ---------------------------------
Date Bob Stupak, President
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CUSIP NO. 863106 10 0 SCHEDULE 13D PAGE 12 OF ___ PAGES
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.
DINE OUT CORP.
September 25, 1996 By:/s/ BOB STUPAK
---------------------- --------------------------------
Date Bob Stupak, President
12
