SCHEDULE 13D
Page 1 of 9 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
CENTURY CASINOS, INC.
(former name of issuer was Alpine Gaming, Inc.)
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
156 492 100
(CUSIP Number)
Reid A. Godbolt, Esq.
Jones & Keller, P.C.
1625 Broadway, Suite 1600
Denver, Colorado 80202 - (303) 573-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Various
(Date of Event which Requires Filing of 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 this statement ___.
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.
<PAGE>
SCHEDULE 13D
CUSIP No. 156 492 100 Page 2 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Erwin Haitzmann
2. Check the appropriate box if a member of a group* (a) X
See item 2(a) of the attached Schedule 13D (b) ___
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is ___
Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Austria
7. Sole Voting Power 1,627,338
NUMBER OF ----------
SHARES BENE- 8. Shared Voting Power 0
FICIALLY ----------
OWNED BY EACH 9. Sole Dispositive Power 1,627,338
REPORTING ----------
PERSON 10. Shared Dispositive Power 0
---------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,627,338
12. Check Box if the Aggregate Amount in Row (11)
excludes certain Shares* ___
13. Percent of Class Represented by Amount in Row (11)
9.7%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 156 492 100 Page 3 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Peter Hoetzinger
2. Check the appropriate box if a member of a group* (a) X
See item 2(a) of the attached Schedule 13D (b) ___
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is ___
Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Austria
7. Sole Voting Power 985,456
NUMBER OF ----------
SHARES BENE- 8. Shared Voting Power 0
FICIALLY ----------
OWNED BY EACH 9. Sole Dispositive Power 985,456
REPORTING ----------
PERSON 10. Shared Dispositive Power 0
----------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
985,456
12. Check Box if the Aggregate Amount in Row (11)
excludes certain Shares* ___
13. Percent of Class Represented by Amount in Row (11)
6.0%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 156 492 100 Page 4 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
James D. Forbes
2. Check the appropriate box if a member of a group* (a) X
See item 2(a) of the attached Schedule 13D (b) ___
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is ___
Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Austria
7. Sole Voting Power 829,828
NUMBER OF ----------
SHARES BENE- 8. Shared Voting Power 0
FICIALLY ----------
OWNED BY EACH 9. Sole Dispositive Power 829,828
REPORTING ----------
PERSON 10. Shared Dispositive Power 0
----------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
829,828
12. Check Box if the Aggregate Amount in Row (11)
excludes certain Shares* ___
13. Percent of Class Represented by Amount in Row (11)
5.1%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 156 492 100 Page 5 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Norbert Teufelberger
2. Check the appropriate box if a member of a group* (a) X
See item 2(a) of the attached Schedule 13D (b) ___
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is ___
Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Austria
7. Sole Voting Power 553,832
NUMBER OF ----------
SHARES BENE- 8. Shared Voting Power 0
FICIALLY ----------
OWNED BY EACH 9. Sole Dispositive Power 553,832
REPORTING ----------
PERSON 10. Shared Dispositive Power 0
----------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
553,832
12. Check Box if the Aggregate Amount in Row (11)
excludes certain Shares* ___
13. Percent of Class Represented by Amount in Row (11)
3.4%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 156 492 100 Page 6 of 9 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas Graf
2. Check the appropriate box if a member of a group* (a) X
See item 2(a) of the attached Schedule 13D (b) ___
3. SEC USE ONLY
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is ___
Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Austria
7. Sole Voting Power 2,561,000
NUMBER OF ----------
SHARES BENE- 8. Shared Voting Power 0
FICIALLY ----------
OWNED BY EACH 9. Sole Dispositive Power 2,561,000
REPORTING ----------
PERSON 10. Shared Dispositive Power 0
----------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,561,000
12. Check Box if the Aggregate Amount in Row (11)
excludes certain Shares* ___
13. Percent of Class Represented by Amount in Row (11)
16.1%
14. Type of Reporting Person
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 156 492 100 Page 7 of 9 Pages
Item #2(a) is hereby amended by revising the underlined materials:
2. Identity and Background
(a) Erwin Haitzmann, Peter Hoetzinger, James Forbes, Thomas J. Graf and
Norbert Teufelberger. This Amendment No. 4 to Schedule 13D is being
filed on behalf of all five of the above individuals. An Agreement for
Filing of Joint Schedule 13D and Appointment of Attorney was filed
with the initial Schedule 13D filing.
Item #5 is hereby amended in its entirety to read as follows:
5. Interest in Securities of the Issuer
(i) At the Relevant Date, Erwin Haitzmann acquired 750,000 shares of
common stock of the Company, and in June 1996, he gifted 100,000
shares to a third party. In July 1994, in connection with a private
placement of securities of the Company, Mr. Haitzmann converted a loan
to the Company into 13,669 shares of common stock of the Company and a
warrant to purchase 13,669 shares of common stock of the Company. On
November 22, 1995, Mr. Haitzmann was awarded an incentive stock option
to purchase up to 130,000 shares of the Company's common stock and a
non-statutory stock option to purchase up to 820,000 shares of the
Company's common stock. All shares underlying the incentive stock
option and non-statutory stock option are vested.
(ii) At the Relevant Date, Peter Hoetzinger acquired 500,000 shares of
common stock of the Company, and in June 1996, he gifted 75,000 shares
to a third party and 100,000 shares to his spouse. Mr. Hoetzinger is
considered to beneficially own the 100,000 shares gifted to his
spouse. In July 1994, in connection with a private placement of
securities of the Company, Mr. Hoetzinger converted a loan to the
Company into 8,728 shares of common stock of the Company and a warrant
to purchase 8,728 shares of common stock of the Company. On November
22, 1995, Mr. Hoetzinger was awarded an incentive stock option to
purchase up to 130,000 shares of the Company's common stock and a
non-statutory stock option to purchase up to 413,000 shares of the
Company's common stock. All shares underlying the incentive stock
option and non-statutory stock option are vested.
(iii)At the Relevant Date, James D. Forbes acquired 350,000 shares of
common stock of the Company. In July 1994, in connection with a
private placement of securities of the Company, Mr. Forbes converted a
loan to the Company into 8,064 shares of common stock of the Company
and a warrant to purchase 8,064 shares of common stock of the Company.
Mr. Forbes also purchased 5,000 shares and a warrant for 5,000 shares
of common stock in the same private placement. In February 1995, Mr.
Forbes purchased 700 shares of the Company's common stock on the open
market. On November 22, 1995, Mr. Forbes was awarded an incentive
stock option to purchase up to 130,000 shares of the Company's common
stock and a non-statutory stock option to purchase up to 328,000
<PAGE>
SCHEDULE 13D
CUSIP No. 156 492 100 Page 8 of 9 Pages
shares of the Company's common stock All shares underlying the
incentive stock option and non-statutory stock option are vested. In
April 1996, Mr. Forbes sold 5,000 shares of the Company's common
stock in a private transaction.
(iv) At the Relevant Date, Norbert Teufelberger acquired 300,000 shares of
common stock of the Company. In July 1994, in connection with a
private placement of securities of the Company, Mr. Teufelberger
converted a loan to the Company into 5,416 shares of common stock of
the Company and a warrant to purchase 5,416 shares of common stock of
the Company. In September 1995 and April 1996, Mr. Teufelberger sold a
total of 25,000 shares and 5,000 shares of common stock of the Company
in private transactions. On November 22, 1995, Mr. Teufelberger was
awarded an incentive stock option to purchase up to 130,000 shares of
the Company's common stock and a non-statutory stock option to
purchase up to 143,000 shares of the Company's common stock. All
shares underlying the incentive stock option and non-statutory stock
option are vested. Mr. Teufelberger no longer beneficially owns
greater than 5% of the outstanding common stock of the Company due to
the expiration of various voting agreements and proxies (see Item #6
herein).
(v) At the Relevant Date, Thomas J. Graf acquired 3,000,000 shares of
common stock of the Company. In July 1994, in connection with a
private placement of securities of the Company, Mr. Graf converted a
portion of principal of a loan to the Company into 50,000 shares of
common stock and a warrant to purchase 50,000 shares of common stock
of the Company. In September 1995, Mr. Graf sold 540,000 shares of
common stock of the Company in a private transaction (in the same
month, Mr. Graf subsequently repurchased 1,000 shares back from the
same purchaser).
(vi) As a group, the persons noted in Item 2 of this Schedule 13D acquired
under the Plan of Reorganization and Agreement among Alpine Gaming,
Inc., Alpine Acquisition, Inc. and Century Casinos Management, Inc.
dated December 24, 1993, as amended from time to time 4,900,000 shares
of the Company's common stock which represented approximately 59.8% of
the outstanding shares of the Company's common stock as of March 31,
1994. As of June 1, 1997, the reporting persons herein beneficially
held 6,557,454 shares of the Company's common stock which represents
approximately 36.1% of the outstanding shares of the Company's common
stock assuming exercise of vested options held by such persons in
which the underlying common stock is not currently outstanding.
<PAGE>
SCHEDULE 13D
CUSIP No. 156 492 100 Page 9 of 9 Pages
Item #6 is hereby amended in its entirety to read as follows:
6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer
The securities owned by each person listed in (i) through (v) of Item #5
are no longer subject to any of the voting agreements or proxies disclosed in
previous filings of this Schedule 13D. Thus, the persons listed in (i) through
(v) of Item #5 are no longer acting together as members of a group, and this
Amendment No. 4 to the Schedule 13D shall be such persons' final disclosure as a
group for Schedule 13D purposes.
After reasonable inquiry and to the best of my knowledge and belief, the
signatory below, and as attorney for Peter Hoetzinger, James D. Forbes, Norbert
Teufelberger and Thomas J. Graf, hereby certifies that the information set forth
in this amended statement is true, complete and correct.
/s/ Erwin Haitzmann Dated: July 22, 1997
- --------------------
Erwin Haitzmann
