SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Final Amendment 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 265440 20 6
PAR 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: |X|
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This Final Amendment 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.
ITEM 8: INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Items 8 and 11 of the Schedule TO is hereby amended by adding the
following language:
At 4:00 p.m., Central Time on Friday, March 16, 2001, the subsequent
offering period for the Preferred Shares expired. Based on information provided
by the Depositary, 221 Preferred Shares were validly tendered and not withdrawn
during the subsequent offering period and all validly tendered and not withdrawn
shares were accepted, payment for which will be made promptly.
As a result of the Offer, the Dunes acquired 427,563 Common Shares
(representing 8.4% of the outstanding Common Shares) and 1,075 Preferred Shares
(representing 11.2% of the 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 85.8% of the Common
Shares and 1.4% of the Preferred Shares.
As of March 30, 2001, shareholders who claim to have lost their stock
certificates have submitted letters of transmittal for 82 Preferred Shares and
18,100 Common Shares. The Company has agreed to accept such tendered shares if
the shareholders satisfy the transfer agent's requirement for delivery of a lost
stock affidavit and the payment of a transfer service fee. These shares are not
included in the above numbers or percentages
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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: April 2, 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