UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)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)
December 20, 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 [ ]. (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.
- - --------
1The 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 5 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 636192106 Page 2 of 5 Pages
-------------------- ------- -----
- - --------------------------------------------------------------------------------
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
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) x
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- - --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
- - --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 100,000
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
EACH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING 100,000
PERSON
------------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 Pages
<PAGE>
This Amendment No. 1 amends the Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") on November 20, 1995 (the
"Schedule 13D") by Mentor Partners, L.P., a Delaware limited partnership (the
"Partnership"), relating to the to the Common Stock, par value $1.00 per share
(the "Shares"), of National Gaming Corp., a Delaware corporation (the
"Company"). Capitalized terms used and not defined herein shall have the
meanings assigned such terms in the Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information set forth in Item 5 ("Interest in
Securities of the Issuer") of the Schedule 13D is hereby amended and
supplemented by adding the following information to the respective paragraphs
thereof.
(a) As of the close of business on December 20, 1995, the Partnership
beneficially owns an aggregate of 100,000 Shares (which is approximately 2.2% of
the 4,639,370 Shares outstanding on June 30, 1995 as reported in the Company's
most recent filing with the Securities and Exchange Commission).
(c) Transactions in the Shares in the past 60 days by the Partnership
are set forth on Schedule A attached hereto and hereby incorporated herein by
reference. Except for such transactions, no other transactions in the Shares
have been effected during the past sixty days by the Partnership or, to its best
knowledge, any Control Person.
SIGNATURE
Page 3 of 5 Pages
<PAGE>
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: December 20, 1995
MENTOR PARTNERS, L.P.
By: /s/ Daniel R. Tisch
Daniel R. Tisch
Authorized Signature
Page 4 of 5 Pages
<PAGE>
EXHIBIT A
Purchases or Sales of Shares by the Partnership
During the Past Sixty Days
---------------------------------------------
Date of Number of Aggregate Price Per Transaction
Transacton Shares Price Share Type
November 9, 1995 36,600 323,221.92 8.831 Purchase
November 14,1995 8,000 70,240.00 8.780 Purchase
December 20, 1995 154,600 1,717,750.00 11.111 Sale
All Shares were purchased in transactins on the Nasdaq National Market.
Page 5 of 5 Pages
