UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
DUNES HOTELS & CASINOS INC.
(Name of Issuer)
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)
THOMAS STEELE
GENERAL FINANCIAL SERVICES, INC.
8441 E. 32nd Street N.
Wichita, KS 67226
(316) 636-1070
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 8, 2001
(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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
Page 1 of 8
SCHEDULE 13D
Common Stock CUSIP No. 265440107
Preferred Stock CUSIP No. 265440206
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
GFS ACQUISITION COMPANY, INC.
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds WC
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization KANSAS
7. Sole Voting Power
Common Stock -0-
Preferred Stock -0-
NUMBER OF SHARES 8. Shared Voting Power
Common Stock 1,003,309
BENEFICIALLY OWNED Preferred Stock -0-
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
Common Stock -0-
PERSON WITH Preferred Stock -0-
10. Shared Dispositive Power
Common Stock 1,003,309
Preferred Stock -0-
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Common Stock 1,003,309
Preferred Stock -0-
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock or Preferred Stock / /
13. Percent of Class Represented by Amount in Row (11)
Common Stock 21.5%
Preferred Stock --
(See Item 5)
14. Type of Reporting Person
CO
Page 2 of 8
SCHEDULE 13D
Common Stock CUSIP NO. 265440107
Preferred Stock CUSIP NO. 265440206
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
GENERAL FINANCIAL SERVICES, INC.
2. Check the appropriate Box if a Member of a Group (a) /x/
(b) / /
3. SEC Use Only
4. Source of Funds BK, WC
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization KANSAS
7. Sole Voting Power
Common Stock -0-
Preferred Stock -0-
NUMBER OF SHARES 8. Shared Voting Power
Common Stock 4,003,609
BENEFICIALLY OWNED Preferred Stock 2,093
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
Common Stock -0-
PERSON WITH Preferred Stock -0-
10. Shared Dispositive Power
Common Stock 4,003,609
Preferred Stock 2,093
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Person
Common Stock 4,003,609
Preferred Stock 2,093
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
Common Stock 85.8%
Preferred Stock 24.5%
(See Item 5)
14. Type of Reporting Person CO
Page 3 of 8
SCHEDULE 13D
Common Stock CUSIP No. 265440107
Preferred Stock CUSIP No. 265440206
1 Name of Reporting Person
IRS Identification Nos. of Above Person (entities only)
STEVE K. MILLER
2. Check the appropriate Box if a Member of a Group (a)/x/
(b)/ /
3. SEC Use Only
4. Source of Funds NOT APPLICABLE
5. Check Box if Disclosure of Legal Proceedings
is Required Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization UNITED STATES
7. Sole Voting Power
Common Stock -0-
Preferred Stock -0-
NUMBER OF SHARES 8. Shared Voting Power
Common Stock 4,003,609
BENEFICIALLY OWNED Preferred Stock 2,093
(See Item 5)
BY EACH REPORTING 9. Sole Dispositive Power
Common Stock -0-
PERSON WITH Preferred Stock
10. Shared Dispositive Power
Common Stock 4,003,609
Preferred Stock 2,093
(See Item 5)
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Common Stock 4,003,609
Preferred Stock 2,093
(See Item 5)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain shares of Common Stock / /
13. Percent of Class Represented by Amount in Row (11)
Common Stock 85.8%
Preferred Stock 24.5%
(See Item 5)
14. Type of Reporting Person IN
Page 4 of 8
This Amendment No. 8 to Schedule 13D amends the information contained in
the Schedule 13D dated June 4, 1999, as previously amended, filed by GFS
Acquisition Company, Inc., General Financial Services, Inc. ("GFS") and Mr.
Steve K. Miller.
ITEM 1. SECURITY AND ISSUER.
-------------------
Item 1 of the Schedule 13D is replaced with the following:
The classes of equity securities to which this statement relates are the
common stock, $0.50 par value (the "Common Stock"), and Series B, $7.50
Cumulative Preferred Stock, $0.50 par value (the "Preferred Stock"), of Dunes
Hotels & Casinos Inc., a New York corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 46735 County Rd. 32B, P.O. Box
130, Davis, California 95617.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
-------------------------------------------------
Item 3 of the Schedule 13D is supplemented as follows:
On May 4, 2001, the Issuer entered into an agreement to acquire 1,973
shares of the Preferred Stock for $75 per share from Empire & Co. pursuant to a
negotiated transaction. The agreement was subsequently assigned to GFS by the
Issuer. GFS acquired the shares on May 8, 2001. A copy of the agreement with
Empire & Co. is attached hereto as Exhibit 4 and the assignment to GFS is
attached hereto as Exhibit 5. Previously, GFS had acquired on August 11, 2000,
120 shares of Preferred Stock at a purchase price of $20 per share.
GFS acquired 100 shares of Common Stock at a purchase price of $1.00 per
share on April 11, 2001 and 200 shares of Common Stock at a purchase price of
$1.00 per share on April 19, 2001. GFS paid for these shares from funds borrowed
under a Business Loan Agreement dated November 15, 1999 between GFS and Commerce
Bank, N.A. (a copy of which has been previously filed as Exhibit 3).
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
Item 4 of the Schedule 13D is supplemented as follows:
Depending on market conditions and other factors that GFS and GFS
Acquisition may deem material to their investment decision, GFS and GFS
Acquisition may continue to purchase additional shares of Common Stock and/or
Preferred Stock in the open market or in private transactions or they may
dispose of all or a portion of the shares of Common Stock and/or Preferred Stock
that they now own or hereafter may acquire. While GFS and GFS Acquisition retain
all options for potential future actions, their present expectations are to
remain a significant stockholders of the Issuer, and as such to have influence
upon future corporate developments of the Issuer.
Page 5 of 8
Mr. Miller reserves the right to acquire or dispose of shares of Common
Stock and/or Preferred Stock, depending upon circumstances existing from time to
time, including market conditions.
Except as set forth in this Item 4, none of GFS Acquisition, GFS nor Mr.
Miller have any present plans or proposals that relate to or that would result
in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule
13D of the Act. However, GFS Acquisition, GFS and Mr. Miller reserve the right
to formulate such plans or proposals, and to take such action with respect to
any or all of such matters and any other matters as they may determine.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
------------------------------------
Item 5 of the Schedule 13D is supplemented as follows:
(a) GFS Acquisition beneficially owned as of May 8, 2001, 1,003,309 shares
of Common Stock, which it believes to be 21.5% of the outstanding shares of
Common Stock.
As of May 8, 2001, GFS is the owner of 3,000,300 shares of Common Stock
and 2,093 shares of Preferred Stock. As the sole shareholder of GFS Acquisition,
GFS also beneficially owns the 1,003,309 shares of Common Stock owned by GFS
Acquisition on May 8, 2001. GFS believes these shares represent a total of 85.8%
of the outstanding shares of Common Stock and 24.5% of the outstanding shares of
Preferred Stock of the Issuer.
As the President, sole director and sole shareholder of GFS and President
and sole director of GFS Acquisition, Mr. Miller beneficially owns the 4,003,609
shares of Common Stock and 2,093 shares of Preferred Stock beneficially owned by
GFS on May 8, 2001. As described above, Mr. Miller believes these shares to be
85.8% of the outstanding shares of Common Stock and 24.5% of the outstanding
shares of Preferred Stock of the Issuer.
(b) As the President, sole director and sole shareholder of GFS, Mr.
Miller shares with GFS the power to vote, or to direct the vote, and the power
to dispose, or direct the disposition of the shares of Common Stock beneficially
owned by GFS.
As the President, sole director and sole shareholder of GFS and as the
President and sole director of GFS Acquisition, Mr. Miller shares with GFS
Acquisition and GFS the power to vote, or to direct the vote, and the power to
dispose, or direct the disposition of the shares of Common Stock owned by GFS
Acquisition.
As sole shareholder of GFS Acquisition, GFS shares with GFS Acquisition
and Mr. Miller the power to vote, or to direct the vote, and the power to
dispose, or direct the disposition of the shares of Common Stock owned by GFS
Acquisition.
(c) See Item 3. Other than the transactions listed in Item 3, no other
transactions in the Common Stock or Preferred Stock of the Issuer were effected
by GFS Acquisition, GFS or Mr. Miller during the past sixty days.
Page 6 of 8
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock or Preferred Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
-------------------------------------------
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------------------------
Item 6 of the Schedule 13D is supplemented as follows:
On May 4, 2001, the Issuer entered into an agreement to acquire 1,973
shares of the Preferred Stock for $75 per share from Empire & Co. pursuant to a
negotiated transaction. The agreement was subsequently assigned to GFS by the
Issuer. GFS acquired the shares on May 8, 2001. A copy of the agreement with
Empire & Co. is attached hereto as Exhibit 4 and the assignment to GFS is
attached hereto as Exhibit 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
Item 7 of the Schedule 13D is replaced with the following:
*Exhibit 1. Statement of Joint Filing.
*Exhibit 2. Promissory Note dated December 28, 1998 made
by GFS in favor of Citizens Bank and Trust Company.
**Exhibit 3. Business Loan Agreement dated November 15, 1999
between GFS and Commerce Bank, N.A.
Exhibit 4. Stock Purchase Agreement dated as of May 4,
2001, between Empire & Co. and Dunes Hotels &
Casinos, Inc.
Exhibit 5. Assignment of Stock Purchase Agreement
executed May 8, 2001 by Dunes Hotels & Casinos,
Inc. in favor of General Financial Services, Inc.
-----
* Previously filed as an Exhibit to the Schedule 13D dated June 4, 1999 filed by
the reporting persons.
** Previously filed as an Exhibit to Amendment No. 4 to
the Schedule 13D dated January 13, 2000 filed by the reporting persons.
Page 7 of 8
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
GFS ACQUISITION COMPANY, INC.
May 15, 2001 By: /s/ Steve K. Miller
-------------------------
Steve K. Miller, President
GENERAL FINANCIAL SERVICES, INC.
May 15, 2001 By: /s/ Steve K. Miller
-------------------------
Steve K. Miller, President
May 15, 2001 /s/ Steve K. Miller
-------------------------
Steve K. Miller