<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1.)
LAKES GAMING, INC.
----------------------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par value
----------------------------------------------------------
(Title of Class of Securities)
51206P 10 9
----------------------------------------------------------
(CUSIP Number)
12/31/99
----------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filled" 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).
<PAGE> 2
13G(Individuals - continued) Page 2 of 5
1. Name of Reporting Person and I.R.S. Identification No.:
LYLE BERMAN
2. Member of a Group: (a) (b) X
-------- ---------
3. SEC USE ONLY:
4. Citizenship or Place of Organization: U.S.A.
5. Sole Voting Power: 1,461,586
6. Shared Voting Power: 0
7. Sole Dispositive Power: 1,461,586
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting Person:
1,461,586
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: /X/
(See Exhibit A)
11. Percent of Class Represented by Amount in Row 9: 13.3%
12. Type of Reporting Person: IN
<PAGE> 3
13G(Individuals - continued) Page 3 of 5
Item 1(a) NAME AND ADDRESS OF ISSUER:
and (b) Lakes Gaming, Inc.
130 Cheshire Lane
Minnetonka, Minnesota 55305
Item 2(a) NAME OF PERSON FILING: Lyle Berman
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
130 Cheshire Lane
Minnetonka, Minnesota 55305
Item 2(c) CITIZENSHIP: U.S.A.
Item 2(d) TITLE OF CLASS OF SECURITIES: Common Stock, $0.01 par value
Item 2(e) CUSIP NUMBER: 51206P 10 9
Item 3 THIS STATEMENT IS NOT FILED PURSUANT TO RULES 13D-1(b)
OR 13D-2(b).
This statement is filed pursuant to Rule 13d-1(c).
Item 4(a) AMOUNT BENEFICIALLY OWNED:
1,461,586 shares at February 1, 2000.(Includes 350,000
shares issuable upon exercise of currently exercisable
options.)
Item 4(b) PERCENT OF CLASS:
13.3% percent pursuant to Rule 13d-3(c).
Item 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS
<TABLE>
<CAPTION>
<S> <C>
(i) Sole power to vote or to direct the vote 1,461,586
-------------
(ii) Shared power to vote or to direct the vote 0
-----------
(iii) Sole power to dispose or to direct the disposition of 1,461,586
-------------
(iv) Shared power to dispose or to direct the disposition of 0
-----------
</TABLE>
Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
<PAGE> 4
13G(Individuals - continued) Page 4 of 5
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY.
Not Applicable
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not Applicable
Item 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
Item 10 CERTIFICATION.
By signing below, I certify that, to the best of my
knowledge and belief, the securities referred to above were
not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having that purpose or effect.
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.
Date February 11, 2000 /s/ Lyle Berman
--------------------
Lyle Berman
<PAGE> 5
13G(Individuals - continued) Page 5 of 5
EXHIBIT A
To Form 13G (Individual)
The filing of this report shall not be construed as an admission
by the person identified in Item 2(a) that, for the purpose of Section
13(d) or 13(g) of the Securities Exchange Act, he is the "beneficial
owner" of any equity securities listed below; and such person expressly
disclaims that he is part of a "group."
<TABLE>
<S> <C> <C>
Record Owner's Relationship Record Owner's Number
to Reporting Person Type of Ownership of Shares
- --------------------------- ----------------- ---------
Spouse Indirect 20,625(1)
</TABLE>
(1) These shares are not reported in Item 4(a) and are noted here for
information only.
