UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)(1)
National Gaming Corp.
(Name of Issuer)
Common Stock, par value $1.00 per share
(Title of Class of Securities)
636192106
(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 9, 1995
(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 [x]. (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.
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(1) The remainder of this cover page shall be filled out for a reporting
persons'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.).
Page 1 of 9 Pages
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SCHEDULE 13D
CUSIP No. 636192106 Page 2 of 9 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) x
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF 254,600
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH --------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 254,600
WITH --------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
254,600
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 9 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $1.00 per share (the
"Shares"), of National Gaming Corp., a Delaware corporation (the "Company"). The
Company's principal executive offices are located at 339 Jefferson Road,
Parsippany, New Jersey 07054. Item 2. Identity and Background.
This statement is filed on behalf of Mentor Partners, L.P., a Delaware
limited partnership (the "Partnership"). The general partner of the Partnership
is WTG & Co., L.P., a Delaware limited partnership (the "General Partner") and
the general partner of the General Partner is D. Tisch & Co., Inc., a Delaware
corporation ("D. Tisch & Co."), all of the common stock of which is owned by
Daniel R. Tisch (collectively with D. Tisch & Co. and the General Partner, the
"Control Persons").
The address of the principal offices and principal business of the
Partnership and each of the Control Persons is 500 Park Avenue, New York, New
York 10022.
The Partnership's principal business is investment in securities, primarily
in connection with "merger" (or "risk") arbitrage and, to a lesser extent,
classic arbitrage, including convertible securities arbitrage. The principal
business of the General Partner is serving as the general partner of the
Partnership. The sole business of D. Tisch & Co. is serving as the
Page 3 of 9 Pages
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general partner of the General Partner, and other than such ser- vice, D. Tisch
& Co. has no investment or operating history of any kind. Daniel R. Tisch's
principal occupation is that of President and sole Director of D. Tisch & Co.,
and he is a United States citizen.
Neither the Partnership nor, to its best knowledge, any of the Control
Persons has during the last five years: (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 future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws. Item 3. Source and Amount of Funds or Other
Consideration.
The $2,385,721.03 used to purchase Shares of the Company for the
Partnership came from the Partnership's working capital, which may at any given
time include funds borrowed in the ordinary course of its business activities
from margin accounts. All of the Company Shares acquired by the Partnership were
purchased in the ordinary course of business. Item 4. Purpose of Transaction.
The Partnership acquired the Shares of the Company for
Page 4 of 9 Pages
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investment purposes, and only in the ordinary course of business.
In the ordinary course of business, the Partnership from time to time
evaluates its holdings of securities, and based on such evaluation, the
Partnership may determine to acquire or dispose of securities of specific
issuers.
Neither the Partnership nor, to its knowledge, any of the Control Persons
have any present plans or intentions which would result in or relate to any of
the transactions described in sub-paragraphs (a) through (j), inclusive, of Item
4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Partnership owns beneficially an
aggregate of 254,600 Shares of the Company (or approximately 5.5% of the
Company's Common Stock outstanding on June 30, 1995) based on the number of
4,639,370 Shares of Company Common Stock then outstanding as set forth in the
Company's most recent filing with the Securities and Exchange Commission.
(b) The Partnership (through the Control Persons) has the sole power to
vote, and dispose of, all the Shares beneficially owned by the Partnership.
(c) Except as set forth in Exhibit A, which is hereby incorporated
herein by reference, no transactions in the Shares have been effected during the
past sixty days by the Partnership or, to its best knowledge, any of the Control
Persons.
Page 5 of 9 Pages
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(d) Neither the Partnership nor, to its best knowledge, any of the
Control Persons have or know any other person who has the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, any Shares beneficially owned by the Partnership.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer.
Except as referred or described above, there are no contracts arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between any of such persons and any other person with respect to any
securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership During the Past
Sixty Days.
Page 6 of 9 Pages
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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.
November 20, 1995
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(Date)
DANIEL R. TISCH
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(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 7 of 9 Pages
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EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership During
the Past Sixty Days.
Page 8 of 9 Pages
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EXHIBIT A
Acquisitions of Shares by the Partnership
During the Past Sixty Days
Date of Number Aggregate Price Per
Transaction of Shares Price Share
----------- --------- ----- -----
November 9, 1995 36,600 323,221.92 8.831
November 14,1995 8,000 70,240.00 8.780
All Shares were purchased in transactions on the NASDAQ National Market.
Page 9 of 9 Pages
