SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
National Gaming Corp.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
636192106
(CUSIP Number)
Daniel R. Tisch
Mentor Partners, L.P.
499 Park Avenue
New York, New York 10022
(212) 935-7640
(Name, address and telephone number of person
authorized to receive notices and communications)
March 22, 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 report-
ing 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.)
(Page 1 of 10)
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CUSIP No. 636192106 13D Page 2 of 10 Pages
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Mentor Partners, L.P. 06-126-0469
(2) Check the Appropriate Row if a Member of a Group
(a)
(b) X
(3) SEC Use Only
(4) Sources of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
(6) Citizenship or Place of Organization
Delaware
(7) Sole Voting Power
226,000
Number of
Shares
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power
Reporting 226,000
Person With
(10) Shared Dispositive Power
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person
226,000
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11)
Approximately 4.9%
(14) Type of Reporting Person
PN
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par
value $0.01 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 Part-
ners, L.P., a Delaware limited partnership (the "Partner-
ship"). 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 (col-
lectively 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 499 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
(Page 3 of 10)
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businesses of the General Partner is acting as the investment
advisor with respect to certain managed accounts and serving
as the general partner of the Partnership. The sole business
of D. Tisch & Co. is serving as the general partner of the
General Partner, and other than such service, 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 citi-
zen.
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 traf-
fic 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 $2,424,771.60 used by the Partnership to pur-
chase in the aggregate 255,700 Shares pursuant to the trans-
actions set forth in Exhibit A ("Acquisitions of Shares by
the Partnership During the Past Sixty Days"), which is hereby
incorporated herein by reference, came from the Partnership's
(Page 4 of 10)
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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 Shares acquired by the
Partnership were purchased in the ordinary course of the
Partnership's business.
In addition, the Partnership has sold an aggregate
of 29,700 Shares pursuant to the transaction set forth in Ex-
hibit A ("Disposition of Shares by the Partnership During the
Past Sixty Days"), which is hereby incorporated herein by
reference.
Item 4. Purpose of Transaction.
The Partnership acquired the Shares for 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 has any present plans or intentions
which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Schedule 13D.
(Page 5 of 10)
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Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on March 23, 1995,
the Partnership beneficially owned an aggregate of 255,700
Shares (which is approximately 5.5% of the Shares outstanding
on December 31, 1995, based on the oral representation made
on March 29, 1995 by Michael Wargotz, the Company's Vice-
President of Investor Relations (the Company has not as of
yet filed any Form 10-Qs or Form 10-Ks with the Securities
and Exchange Commission)).
The Partnership presently beneficially owns an
aggregate of 226,000 Shares (which is approximately 4.9% of
the Shares outstanding on December 31, 1995, based on the
oral representation made on March 29, 1995 by Michael War-
gotz, the Company's Vice-President of Investor Relations).
Except as set forth herein, neither the
Partnership nor, to its best knowledge, any Control Person
beneficially owns any Shares.
(b) The Partnership (through the Control Persons)
has the sole power to vote, and dispose of, all the Shares
presently beneficially owned by the Partnership as set forth
in Item 5(a) above.
(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
(Page 6 of 10)
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the Partnership or, to its best knowledge, any of the Control
Persons.
(d) Neither the Partnership nor, to its best know-
ledge, any of the Control Persons has or knows 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) The Partnership ceased to be the beneficial
owner of more than five percent of the Shares on March 24,
1995.
Item 6. Contracts, Arrangements, Understandings or Rela-
tionship with Respect to Securities of the Issuer.
Except as referred to 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 Files as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership
During the Past Sixty Days and Disposi-
tion of Shares by the Partnership During
the Past Sixty Days.
(Page 7 of 10)
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SIGNATURE
After reasonable inquiry and to the best of my kno-
wledge and belief, I certify that the information set forth
in this statement is true, complete and correct.
March 31, 1995
(Date)
/s/ Daniel R. Tisch
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
(Name/Title)
(Page 8 of 10)
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EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership During
the Past Sixty Days and Disposition of Shares by
the Partnership During the Past Sixty Days.
(Page 9 of 10)
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EXHIBIT A
<TABLE>
Acquisitions of Shares by the
Partnership During the Past Sixty Days
<CAPTION>
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
<S> <C> <C> <C>
February 2, 1995 16,100 $ 150,956.82 $ 9.376
February 3, 1995 6,400 60,256.00 9.415
February 6, 1995 1,000 9,415.00 9.415
February 10, 1995 5,000 46,875.00 9.375
February 10, 1995 9,300 88,972.17 9.567
February 13, 1995 40,000 385,000.00 9.625
February 13, 1995 50,000 486,375.00 9.728
February 22, 1995 50,000 481,250.00 9.625
February 23, 1995 48,000 462,000.00 9.625
March 3, 1995 2,000 18,580.00 9.290
March 22, 1995 14,700 124,013.61 8.436
March 23, 1995 13,200 111,078.00 8.415
</TABLE>
All Shares were purchased in transactions on The Nasdaq Na-
tional Market.
<TABLE>
Disposition of Shares by the
Partnership During the Past Sixty Days
<CAPTION>
Date of Amount of Price Per
Transaction Shares Aggregate Price Share
<S> <C> <C> <C>
March 24, 1995 29,700 $ 248,737.50 $ 8.375
</TABLE>
All Shares were sold in a transaction on The Nasdaq National
Market.
(Page 10 of 10)
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