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As filed with the Securities and Exchange Commission on July 9, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
American Bingo & Gaming Corp.
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(Name of Issuer)
Common Stock, $.001 Par Value Per Share
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(Title of Class of Securities)
024596108
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(CUSIP Number)
Michael W. Mims
257 Amenity Road
Chapin, South Carolina 29036
(803) 732-6282
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 1999
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(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* 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
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).
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CUSIP NO. 024596108
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1. Names of Reporting Persons
Michael W. Mims
I.R.S. Identification Nos. of Above Persons (entities only)
N/A
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check 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
United States
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Number of Shares (7) Sole Voting Power 655,680
Shares Beneficially -----------------------------------------------------
Owned by (8) Shared Voting Power -0-
Each Reporting -----------------------------------------------------
Person With (9) Sole Dispositive Power 655,680
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(10) Shared Dispositive Power -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person 655,680
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11) 6.59%
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14. Type of Reporting Person (See Instructions) IN
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This Amendment No. 1 amends and supplements the Statement on Schedule
13D filed with the Securities and Exchange Commission on April 23, 1999 by
Michael W. Mims (i) by adding disclosure to Item 4 to reflect that Mr. Mims
resigned from his position as a director of American Bingo & Gaming Corp. (the
"Issuer") and (ii) by amending Item 5 to reflect that Mr. Mims sold 50,000 of
his shares of common stock of the Issuer during May and June, 1999.
Item 4. Purpose of Transaction.
Effective July 2, 1999, in connection with the resignation of all of
the officers and certain of the other directors of the Issuer, Mr. Mims resigned
from his position as a director of the Issuer and agreed not to seek or accept
nomination or election to the Board of Directors of the Issuer for a period of
two years pursuant to the terms of the Severance Agreement attached as Exhibit 1
hereto.
ITEM 5. Interest in Securities of the Issuer.
The following table presents the number of shares of Common Stock and
the percentage of the class beneficially owned by Mr. Mims.
Percentage Sole Voting and Shared Voting and
Total of Class Dispositive Power Dispositive Power
- --------- ---------- ----------------- -----------------
655,680 6.59% 655,680 None
During May and June 1999, Mr. Mims sold 50,000 of his shares of
common stock of the issuer in market transactions.
ITEM 7. Material to be Filed as Exhibits.
3. Severance Agreement, dated July 2, 1999, by and between Mr. Mims and
the Issuer.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 is true, complete
and correct.
Dated: July 9, 1999
/s/ Michael W. Mims
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Michael W. Mims
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EXHIBIT 3
SEVERANCE AGREEMENT
This Severance Agreement (this "Agreement") is made this 2nd day of
July, 1999, by and between Michael W. Mims (hereinafter "Mims") and American
Bingo & Gaming Corp. (hereinafter "ABG").
WHEREAS Mims is a member of the Board of Directors of ABG;
WHEREAS Mims and ABG have made a joint determination that, subject to
certain terms of separation being agreed to between Mims and ABG, it may be in
the best interest of Mims and ABG for Mims to resign from the Board of
Directors; and
NOW, THEREFORE, in consideration of the mutual promises contained
herein and the terms set forth below, the parties agree as follows:
1. Resignation. Mims hereby resigns from the Board of Directors
of ABG and from any and all other positions held with ABG and
its subsidiaries (if any). Furthermore, Mims agrees that he
will not seek or accept nomination or election to the Board of
Directors of ABG or any of its subsidiaries for a period of
two years from the date hereof.
2. Consulting Agreement. The Consulting Agreement between Mims
and ABG dated November 9, 1998 is hereby terminated and
neither party shall have any further obligations thereunder.
3. Conditions of Agreement. This Agreement is contingent upon,
and in consideration of, the simultaneous resignations from
ABG's Board of Directors of Jim Hall, Andre Hilliou, George
Harrison, Grover Seaton, and Joe Willis, and the election to
the Board of Directors of Jeff Minch. In addition, this
Agreement is also contingent upon, and in consideration of,
the termination of the employment of Nancy Pollick and Richard
Kelley with the Company. Furthermore, this Agreement is also
contingent upon, and in consideration of, the simultaneous
resignation of Andre Hilliou from his positions held as
Chairman of the Board, Chief Executive Officer and President
of the Company; provided, however, ABG and Mr. Hilliou may
enter into an agreement pursuant to which Mr. Hilliou may
provide services to ABG to assist with the transition of the
Company.
4. Confidentiality. Mims hereby acknowledges, represents and
agrees that he will maintain the confidentiality of all
information obtained regarding ABG, including but not limited
to its operations, management, financial matters, plans and
other material data, and that he will not in any fashion, form
or manner, either directly or indirectly, divulge, disclose or
communicate to any person,
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firm, corporation or other business entity, in any manner
whatsoever, any such confidential information concerning ABG.
However, Mims may disclose any information required by law to
be disclosed by Mims after Mims has notified ABG of such
requirement and given ABG the opportunity to review the
information to be disclosed.
5. Mims & Dye Enterprises, LLC. The parties to this Agreement
acknowledge that this Agreement has no impact on the existing
agreements and business relationships between ABG and Mims &
Dye Enterprises, LLC.
6. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the
State of South Carolina.
7. Severability. If any provision of this Agreement or any
portion of any provision of this Agreement is at any time
deemed or declared void, voidable or unenforceable, then such
provision or portion of such provision is severable from the
remainder of this Agreement and the remainder of this
Agreement shall be fully enforced.
8. Further Assurances. The parties shall from time to time
promptly execute and deliver such further instruments,
documents or papers and perform all acts necessary or proper
to carry out and effect the terms and provisions of this
Agreement.
9. Counterparts and Fax Signature Pages. It is understood and
agreed that this Agreement may be executed in duplicate
counterpart originals, each of which shall be deemed an
original for all purposes. Signatures need not be in original
and a facsimile and/or copy bearing a copied or facsimile
signature shall suffice as a binding signature for this
Agreement.
10. Supersedes Prior Agreements. It is understood and agreed that
this Agreement contains the entire agreement between the
parties and supersedes any and all prior agreements and
arrangements or understandings between the parties relating to
the subject matter hereof. No oral understanding, statements,
promises or inducements contrary to the terms of this
Agreement exist. This Agreement cannot be changed or
terminated orally.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.
WITNESSES:
/s/ Cynthia S. Turnipseed /s/ Michael W. Mims
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Michael W. Mims
WITNESSES: AMERICAN BINGO & GAMING CORP.
/s/ Daniel J. Fritze By: /s/ Daniel W. Deloney
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Name: Daniel W. Deloney
Title: Vice Chairman
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