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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Lady Luck Gaming Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
505820100
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(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing 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).
*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 "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 8 pages
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CUSIP No. 505820100 13G Page 2 of 6 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grace Brothers, LTD.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Limited Partnership
5 SOLE VOTING POWER
NUMBER OF
SHARES 1,274,001 Shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 1,274,001 Shares
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,274,001 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.35%
12 TYPE OF REPORTING PERSON*
BD, PN
*SEE INSTRUCTION BEFORE FILLING OUT!
Page 2 of 8 pages
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Page 3 of 6 Pages
GRACE BROTHERS, LTD. - LADY LUCK GAMING CORP
Schedule 13G
Item 1 (a) Name of Issuer:
Lady Luck Gaming Corp
Item 1 (b) Address of Issuer's Principal Executive Offices:
220 Stuart Avenue
Las Vegas, NV 89101
Item 2 (a) Name of Person Filing:
Grace Brothers, Ltd.
Item 2 (b) Address of Principal Business Office or, if
none, Residence:
1560 Sherman Avenue, Suite 900
Evanston, IL 60201
Item 2 (c) Citizenship:
Illinois Limited Partnership
Item 2 (d) Title of Class of Securities:
Common Stock
Item 2 (e) CUSIP Number :
505820100
Item 3 If this statement is filed pursuant to Rules
13d-1 (b), or 13d-2 (b), check whether the
person filing is a:
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Page 4 of 6 Pages
(a) (X) Broker or Dealer registered under
Section 15 of the Act
(b) ( ) Bank as defined in section 3(a)(6) of
the Act
(c) ( ) Insurance Company as defined in
section 3(a)(19) of the Act
(d) ( ) Investment Company registered under
section 8 of the Investment Company
Act
(e) ( ) Investment Adviser registered under
section 203 of the Investment
Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund
which is subject to the provisions of
the Employee Retirement Income
Security Act of 1974 or Endowment
Fund: see 240,13d-1(b)(1)
(ii)(F)
(g) ( ) Parent Holding Company, in accordance
with 340,13d-1(b)(ii)(G) (Note: See
Item 7)
(h) ( ) Group, in accordance with 240,13d-
1(b)(1)(ii)(H)
Item 4 Ownership
(a) Amount Beneficially Owned:
1,274,001 shares
(b) Percent of Class:
4.35%
(c) Number of shares as to which such person
has:
(i) sole power to vote or
to direct the vote 1,274,001
(ii) shared power to vote or
to direct the vote
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Page 5 of 6 Pages
(iii) sole power to dispose
or to direct the
disposition of 1,274,001
(iv) shared power to dispose
or to direct the
disposition of
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the
fact that as of the date hereof teh reporting
person has ceased to be the beneficial owner of
more than five percenet of the class of
securities, check the following X .
-----
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
Reporting person is not a parent holding
company.
Item 8. Identification and Classification of Member of
the Group
Reporting person is not a member of a group.
Item 9. Notice of Dissolution of Group
Reporting person is not filing notice of
dissolution of a group.
Item 10. Certification
By signing below I certify that, to the best
of my knowledge and belief, the securities
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Page 6 of 6 Pages
referred to above were acquired in the
ordinary course of business and were not
acquired for the purpose of and do not have
the effect of changing or influencing the
control of the issuer of such securities and
were not acquired in connection with or as a
participant in any transaction having such
purposes of 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: May 7, 1996
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Signature:
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Name/Title: Bradford T. Whitmore/General Partner
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