SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 3 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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This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO, as amended (this "Statement"), relating 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.
ITEMS 8 AND 11:
Items 8 and 11 of the Schedule TO are hereby amended by adding the
following language:
At 4:00 p.m., Central Time on Thursday, February 15, 2001, the Offer
expired. Based on information provided by the Depositary, 397,118 Common Shares
and 874 Preferred Shares were validly tendered and not withdrawn prior to the
expiration of the Offer. Prior to the expiration of the Offer, the Dunes waived
all unsatisfied conditions to the Offer and all validly tendered and not
withdrawn shares were accepted, payment for which will be made promptly. The
tendered shares represent 7.8% of the outstanding Common Shares and 9.1% of the
outstanding Preferred Shares. The tendered shares will be cancelled and as a
result, Steve K. Miller, indirectly through General Financial Services, Inc.
and GFS Acquisition Company, Inc., will own 82.7% of the Common Shares and 1.4%
of the Preferred Shares.
The Offerors also announced that the subsequent offering period for the
Offer for Preferred Shares will begin at 9:00 a.m. Central Time, on Friday,
February 16, 2001 and will expire at 4:00 p.m., Central Time, on Friday, March
16, 2001. During the subsequent offering period, Preferred Shares will be
accepted and promptly paid for as they are tendered. The same per share
consideration paid during the initial offering period is extended through the
subsequent offering period. Preferred Shares that are tendered during the
subsequent offering period may not be withdrawn. There is no subsequent
offering period for the Common Shares. A copy of the notice of the subsequent
offering period sent to holders of Preferred Shares is being filed herewith as
Exhibit (A)(8) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of Schedule TO is hereby replaced with the following:
*(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.
(A)(8) Notice of subsequent offering period dated February 15,
2001.
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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.
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: February 16, 2001
DUNES HOTELS AND CASINOS, INC.
By: /s/ Steve K. Miller
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Name: Steve K. Miller
Title: President
GENERAL FINANCIAL SERVICES, INC.
By: /s/ Steve K. Miller
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Name: Steve K. Miller
Title: President
GFS ACQUISITION COMPANY, INC.
By: /s/ Steve K. Miller
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Name: Steve K. Miller
Title: President
/s/ Steve K. Miller
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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.
(A)(8) Notice of Subsequent Offering Period dated February 15,
2001.
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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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