Filed with the Securities and Exchange Commission on January 5, 2000
SEC File No. 5-33952
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 2 to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
DUNES HOTELS AND CASINOS, INC.
(Name of Subject Company--Issuer)
DUNES HOTELS AND CASINOS, INC. ISSUER
GENERAL FINANCIAL SERVICES, INC. BIDDER
GFS ACQUISITION COMPANY, INC. BIDDER
STEVE K. MILLER BIDDER
(Name of Filing Persons) (Status)
COMMON STOCK, $0.50 PAR VALUE 265440 10 7
SERIES B, $7.50 CUMULATIVE PREFERRED STOCK, $0.50 PAR 265440 20 6
VALUE
(Title of Class of Securities) (CUSIP Number of Class
of Securities)
Thomas Steele
8441 E. 32nd Street N.
Suite 200
Wichita, Kansas 67226
(316) 636-1070, Ext. 28
(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of filing persons)
Copies to:
Patrick J. Respeliers
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108
(816) 691-2600
CALCULATION OF FILING FEE
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Transaction valuation Amount of filing fee
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$5,382,640(1) $1,077(2)
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(1) Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of all outstanding shares of the
Dunes Hotel and Casinos, Inc.'s Common Stock, $0.50 par value, at $1.00
per common share, and Series B, $7.50 Cumulative Preferred Stock, $0.50
par value, at $30.00 per preferred share, in accordance with terms of
the Offer described herein. The amount of the filing fee was calculated
in accordance with Rule 0-11(d) under the Securities Exchange Act of
1934.
(2) Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|X| third-party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|X| going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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INTRODUCTORY STATEMENT
This Tender Offer Statement on Schedule TO (this "Statement") relates
to a tender offer by Dunes Hotels and Casinos, Inc., a New York corporation
(the "Company"), to purchase all of the outstanding shares of its Common Stock,
$0.50 par value per share (the "Common Shares"), and its Series B, $7.50
Cumulative Preferred Stock, $0.50 par value per share (the "Preferred Shares"),
tendered pursuant to the tender offer at a purchase price of $1.00 per Common
Share and $30.00 per Preferred Share, net to the seller in cash, without
interest, upon the terms and subject to the conditions set forth in the Offer
to Purchase dated October 31, 2000 and the Supplement thereto dated December
21, 2000 (collectively, the "Offer to Purchase") and in the related Letters
of Transmittal, copies of which are attached hereto as Exhibits (A)(1), (A)(2),
(A)(7) and (A)(3) (which together with any amendments or supplements thereto,
collectively constitute the "Offer"). General Financial Services, Inc., GFS
Acquisition Company, Inc. and Steve K. Miller are "bidders" within the meaning
of Rule 14d-1(g)(2) with respect to the offer. The term "Share" means a share
of either the Common Shares or the Preferred Shares, as applicable.
The information in the Offer to Purchase, including all schedules and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all the Items of this Statement, except as otherwise set forth
below.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Offer to Purchase under the caption "Summary
Term Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) Name and Address. The name of the Company is Dunes Hotels and Casinos,
Inc., which is the issuer of the Common Stock, $0.50 par value, and the
Series B, $7.50 Cumulative Preferred Stock, $0.50 par value, subject
to the Tender Offer. The Company's principal executive offices are
located at 4600 Northgate Blvd., Suite 130, Sacramento, California
95834. The telephone number for the Company is (916) 929-2295. Reference
is made to the information set forth in the Offer to Purchase under the
the caption "THE OFFER--7. Certain Information Concerning the Dunes",
which information is incorporated herein by reference.
(b) Securities. The securities which are the subject of the Tender Offer are
the Common Stock, $0.50 par value, and the Series B, $7.50 Cumulative
Preferred Stock, $0.50 par value. As of October 31, 2000, 5,094,340
Common Shares and 9,610 Preferred Shares were issued and outstanding.
Reference is made to the information set forth on the cover page of the
Offer to Purchase and in the Offer to Purchase under the caption
"INTRODUCTION", which information is incorporated herein by reference.
(c) Trading Market and Price. The Dunes Common Shares are traded in the
over-the-counter market under the symbol "DUNE". There is no established
public trading market for the Preferred Shares. Trading in the Shares
has been limited and sporadic. Neither the Common Shares nor the
Preferred Shares are listed for trading on any exchange. Reference is
made to the information set forth in the Offer to Purchase under the
captions "SPECIAL FACTORS--2. Purpose and Fairness of the Offer" and
"THE OFFER--5. Price Range of the Shares; Dividends", which information
is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
This is an issuer tender offer. However, General Financial Services, GFS
Acquisition Company, Inc. and Steve Miller are joining in this filing since
they are bidders within the meaning of Rule 14d-1(g)(2). The information set
forth in the Offer to Purchase under the caption "THE OFFER--7. Certain
Information Concerning the Dunes" and the additional information regarding
General Financial Services, GFS Acquisition Company, Inc. and Mr. Miller in the
Supplement to the Offer to Purchase are incorporated herein by reference.
During the past five years, Mr. Miller has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)and has
not been a party to any judicial or administrative proceeding except for
matters that were dismissed without sanction or settlement) that resulted in a
judgment, decree or final order, enjoining him from future violations of, or
prohibiting activities subject to, federal or state securities laws, or a
finding of any violation of federal or state securities laws. Mr. Miller is a
citizen of the United States.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase under the captions
"INTRODUCTION", "SPECIAL FACTORS-- 4. Interests of Certain Persons in the
Offer", "SPECIAL FACTORS--5. Material Federal Income Tax Consequences", "THE
OFFER--1. Terms of the Offer", "THE OFFER--2. Acceptance for Payment and
Payment", "THE OFFER--3. Procedures for Accepting the Offer and Tendering
Shares", "THE OFFER--4. Withdrawal Rights", "THE OFFER--8. Conditions to the
Offer", and "THE OFFER--9. Legal Matters" is incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a) None.
(b) The information set forth in the Supplement to the Offer to Purchase is
incorporated herein by reference.
(c) None.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) Purposes. The information set forth in the Offer to Purchase
under the caption "INTRODUCTION" and "SPECIAL FACTORS--2. Purpose
and Fairness of the Offer" is incorporated herein by reference.
(b) Use of Securities. The information set forth in the Offer to
Purchase under the caption "SPECIAL FACTORS--9. Certain Effects
of the Offer" is incorporated herein by reference.
(c)(1)-(10) Plans. The information set forth in the Offer to Purchase
under the captions "SPECIAL FACTORS--1. Operating History;
Payment of Dividends and Redemption of Shares Uncertain", "SPECIAL
FACTORS--2. Purpose and Fairness of the Offer" and "SPECIAL
FACTORS--9. Certain Effects of the Offer" is incorporated herein
by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the Offer to Purchase under the
caption "SPECIAL FACTORS--6. Financing of the Offer" is
incorporated herein by reference.
(b) and (d) Not applicable.
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a)and (b) The information set forth in the Offer to Purchase under the
caption "SPECIAL FACTORS--4. Interests of Certain Persons in
the Offer", "SPECIAL FACTORS--7. Beneficial Ownership of the
Shares", "SPECIAL FACTORS--8. Transactions and Arrangements
Concerning Shares" and "THE OFFER--7. Certain Information
Concerning the Dunes" is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.
The information set forth in the Offer to Purchase under the captions "THE
OFFER--10. Fees and Expenses" is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The financial statements contained in the Company's Annual Report on Form
10-KSB filed with the Commission on March 27, 2000, and the Company's Quarterly
Reports on Form 10-QSB filed with the Commission on May 15, 2000,
August 18, 2000 and November 15, 2000, are incorporated herein by reference.
The filing persons do not believe that the financial statements of Mr. Miller,
GFS Acquisition Company, Inc. or General Financial Services are material
because the offer (1) is for cast (2) is not subject to any financing condition
and (3) is for all of the outstanding securities of the Company.
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ITEM 11. ADDITIONAL INFORMATION.
(a) AGREEMENTS, REGULATORY REQUIREMENTS AND LEGAL PROCEEDINGS.
(1) None other than previously disclosed.
(2)(3) The information set forth in the Offer to Purchase under the
caption "THE OFFER--9. Legal Matters" is incorporated herein by
reference.
(4) Not applicable.
(5) The information set forth in the Offer to Purchase under the
Caption "SPECIAL FACTORS--3. USI Litigation" is incorporated
herein by reference.
(b) OTHER MATERIAL INFORMATION. The information set forth in the Offer to
Purchase, the Supplement thereto and the Letters of Transmittal, copies
of which are attached hereto as Exhibits (A)(1), (A)(2), (A)(7) and
(A)(3), is incorporated herein by reference.
ITEM 12. EXHIBITS.
*(A)(1) Offer to Purchase dated October 31, 2000.
*(A)(2) Form of Letter of Transmittal for Common Stock.
*(A)(3) Form of Letter of Transmittal for Preferred Stock.
*(A)(4) Form of Notice of Guaranteed Delivery.
*(A)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
*(A)(6) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
**(A)(7) Supplement dated December 21, 2000 to Offer to Purchase.
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* Previously filed with Schedule TO (file no. 5-33952) filed with the SEC
on November 17, 2000.
** Previously filed with Amendment No. 1 to Schedule TO (file no. 5-33952)
filed with the SEC on December 22, 2000.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Because it is a condition to the tender offer for the Common Shares that the
Common Shares and the Preferred Shares be held of record by fewer than 300
persons after the closing of the offer, this transaction constitutes a
"going-private" transaction. As such, the following sets forth that
information required by Schedule 13E-3 that has not already been set forth in
Items 1-12 above. The information set forth in the Offer to Purchase is
incorporated herein by reference to the items required by Schedule 13E-3.
ITEM 2 OF SCHEDULE 13E-3.
(d) The information set forth in the Offer to Purchase under the
Caption "THE OFFER--5. Price Range of the Shares; Dividends".
(e) Not applicable.
(f) The information set forth in the Supplement to the Offer to
Purchase is incorporated herein by reference.
ITEM 4 OF SCHEDULE 13E-3.
(c) - (f) Not applicable.
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ITEM 5 OF SCHEDULE 13E-3.
(a) - (c) The information set forth in the Offer to Purchase under the
caption "SPECIAL FACTORS--2. Purpose and Fairness of the Offer"
and "SPECIAL FACTORS--4. Interests of Certain Persons in the
Offer" and in the Supplement to the Offer to Purchase is
incorporated herein by reference.
ITEM 7 OF SCHEDULE 13E-3.
(a) Purposes. The information set forth in the Offer to Purchase under
the captions "INTRODUCTION" and "SPECIAL FACTORS--2. Purpose and
Fairness of the Offer" and in the Supplement to the Offer to
Purchase is incorporated herein by reference.
(b) Alternatives. Not applicable.
(c) Reasons. The information set forth in the Offer to Purchase under
the caption "SPECIAL FACTORS--2. Purpose and Fairness of the
Offer" and the Supplement to the Offer to Purchase is incorporated
herein by reference.
(d) Effects. The information set forth in the Offer to Purchase under
the captions "SPECIAL FACTORS--5. Material Federal Income Tax
Consequences" and "SPECIAL FACTORS--9. Certain Effects of the
Offer" and in the Supplement to the Offer to Purchase is
incorporated herein by reference.
ITEM 8 OF SCHEDULE 13E-3.
(a)and (b) The information set forth in the Offer to Purchase under the
captions "SPECIAL FACTORS--2. Purpose and Fairness of the Offer"
and in the Supplement to the Offer to Purchase is incorporated
herein by reference.
(c) Approval of Security Holders. The information in the Supplement to
the Offer to Purchase is incorporated herein by reference.
(d) Unaffiliated Representative. The information in the Supplement to
the Offer to Purchase is incorporated herein by reference.
(e) Approval of Directors. The rule 13e-3 transaction has been
approved by a majority of the Company's non-employee directors.
(f) Other Offers. The information in the Supplement to the Offer to
Purchase is incorporated herein by reference.
ITEM 9 OF SCHEDULE 13E-3.
(a) Report, Opinion or Appraisal. The Company has not received any
report, opinion or appraisal from an outside party that is
materially related to the Rule 13e-3 transaction. The information
set forth in the Offer to Purchase under the caption "SPECIAL
FACTORS" and in the Supplement to the Offer to Purchase is
incorporated herein by reference.
(b) Preparer and Summary of the Report, Opinion or Appraisal. Not
applicable.
(c) Availability of Documents. Not applicable.
ITEM 10 OF SCHEDULE 13E-3.
(c) Expenses. The Information contained in the Offer to Purchase
under the caption "THE OFFER--10. Fees and Expenses" is
incorporated herein by reference.
ITEM 12 OF SCHEDULE 13E-3
(d) The information set forth in the Offer to Purchase under the
caption "SPECIAL FACTORS--4. Interest of Certain Persons in the
Offer" is incorporated herein by reference.
(e) The information in the Supplement to the Offer to Purchase is
incorporated herein by reference.
ITEM 14 OF SCHEDULE 13E-3.
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Directors, officers and regular employees of the Company and its affiliates
(who will not be specifically compensated for such services), may contact
Holders by mail, telephone, telex, telegram messages, mailgram messages,
datagram messages and personal interviews regarding the Offer and may request
brokers, dealers and other nominees to forward the Purchase Offer and related
materials to beneficial owners of Shares.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: January 5, 2001
DUNES HOTELS AND CASINOS, INC.
By: /s/ Steve K. Miller
------------------------------------
Name: Steve K. Miller
Title: President
GENERAL FINANCIAL SERVICES, INC..
By: /s/ Steve K. Miller
------------------------------------
Name: Steve K. Miller
Title: President
GFS ACQUISITION COMPANY, INC.
By: /s/ Steve K. Miller
------------------------------------
Name: Steve K. Miller
Title: President
/s/ Steve K. Miller
------------------------------------------
Steve K. Miller
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EXHIBIT INDEX
*(A)(1) Offer to Purchase dated October 31, 2000.
*(A)(2) Form of Letter of Transmittal for Common Stock.
*(A)(3) Form of Letter of Transmittal for Preferred Stock.
*(A)(4) Form of Notice of Guaranteed Delivery.
*(A)(5) Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
*(A)(6) Form of Letter to Clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and Other
Nominees.
**(A)(7) Supplement to Offer to Purchase dated December 21, 2000.
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* Previously filed with Schedule TO (file no. 5-33952)filed with
the SEC on November 17, 2000.
** Previously filed with Amendment No. 1 to Schedule TO (file
no. 5-33952)filed with the SEC on December 22, 2000.
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