SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
(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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$487, 348.05 (1) $98.00
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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, not owned by
General Financial Services, Inc., GFS Acquisition Company, Inc. or Steve
K. Miller at $1.05 per common 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.
[_] 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.
[X] 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 "Shares"), not owned by General Financial Services,
Inc., GFS Acquisition Company, Inc. or Steve K. Miller tendered pursuant to the
tender offer at a purchase price of $1.05 per 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 5, 2001 (the "Offer to Purchase") and in the
Letter of Transmittal, copies of which are attached hereto as Exhibits (A)(1)
and (A)(2) (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 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, subject to the Offer. The
Company's principal executive offices are located at
46735 County Road 32B, P.O. Box 130, Davis, California
95617. The telephone number for the Company is (530)
753-4890. Reference is made to the information set forth
in the Offer to Purchase under 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
Offer are the Company's Common Stock, $0.50 par value. As
of October 1, 2001, 4,470,615 Shares were issued and
outstanding, of which 4,007,774 Shares were owned
directly or indirectly by General Financial Services,
Inc., GFS Acquisition Company, Inc. and Steve K. Miller.
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. There
are no outstanding options or warrants to acquire, or
other securities convertible into, the Shares.
(c) Trading Market and Price. The Shares are traded in the
over-the-counter market under the symbol "DUNE". Trading
in the Shares has been limited and sporadic. The Shares
are not 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 for the Company's Common Stock. 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
captions "SPECIAL FACTORS--3. Interests of Certain Persons in the Offer" and
"THE OFFER--7. Certain Information Concerning the Dunes" is incorporated herein
by reference. During the past five years, neither Mr. Miller, General Financial
Services nor GFS Acquisition Company has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and none of them have
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 or it 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. General Financial Services and GFS Acquisition
Company are both Kansas corporations.
ITEM 4. TERMS OF THE TRANSACTION.
The information set forth in the Offer to Purchase under the captions
"INTRODUCTION", "SPECIAL FACTORS-- 3. Interests of Certain Persons in the
Offer", "SPECIAL FACTORS--4. 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 Offer to Purchase
under the caption "SPECIAL FACTORS--2. Purpose and Fairness of the
Offer" is incorporated herein by reference.
(e) 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--8. 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; Future Prospects", "SPECIAL FACTORS--2. Purpose
and Fairness of the Offer" and "SPECIAL FACTORS--8. 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--5. 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--3. Interests of Certain Persons in the
Offer", "SPECIAL FACTORS--6. Beneficial Ownership of the Shares",
"SPECIAL FACTORS--7. 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 for the
year ended December 31, 2000 on Form 10-KSB, the Quarterly Report for the
quarter ended March 31, 2001 on Form 10-QSB and the Quarterly Report for the
quarter ended June 30, 2001 on Form 10-QSB are incorporated herein by reference.
The filing persons do not believe that the financial statements of Mr. Miller,
GFS Acquisition Company or General Financial
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Services are material because the offer (1) is for cash, (2) is not
subject to any financing condition and (3) is for all of the outstanding Shares
of the Company not owned by General Financial Services, GFS Acquisition Company
or Steve K. Miller.
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) Not applicable.
(b) OTHER MATERIAL INFORMATION. The information set forth in the
Offer to Purchase and the Letter of Transmittal, copies
of which are attached hereto as Exhibits (A)(1) and
(A)(2), are incorporated herein by reference.
ITEM 12. EXHIBITS.
(a) Disclosure Materials.
(A)(1) Offer to Purchase dated October 5, 2001.
(A)(2) Form of Letter of Transmittal.
(A)(3) Form of Notice of Guaranteed Delivery.
(A)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(A)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
(b), (d), (g), (h) Not Applicable.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Since a result of the offer may be that the Shares are 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--4. Price Range of the Shares;
Dividends".
(e) Not applicable.
(f) The information set forth in the Offer to Purchase under
the caption "SPECIAL FACTORS--3. Interests of Certain
Persons in the Offer" is incorporated herein by reference.
ITEM 4 OF SCHEDULE 13E-3.
(c) Since Mr. Miller, General Financial Services and GFS
Acquisition Company are bidders with respect to the
Offer, the Shares owned by them are not subject to the
Offer.
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(d) - (f) Not applicable.
ITEM 5 OF SCHEDULE 13E-3.
(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--3. Interests of Certain Persons in the Offer" 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" 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" is incorporated herein by
reference.
(d) Effects. The information set forth in the Offer to Purchase
under the captions "SPECIAL FACTORS--4. Material Federal
Income Tax Consequences" and "SPECIAL FACTORS--8. Certain
Effects of the Offer" is incorporated herein by
reference.
ITEM 8 OF SCHEDULE 13E-3.
(a)-(f) The information set forth in the Offer to Purchase under the
captions "SPECIAL FACTORS--2. Purpose and Fairness of the Offer"
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--2. Purpose and Fairness
of the Offer" 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--3. Interest of Certain
Persons in the Offer" is incorporated herein by reference.
(e) The information in the Offer to Purchase under the
caption "SPECIAL FACTORS--2. Purpose and Fairness of the
Offer" is incorporated herein by reference.
ITEM 14 OF SCHEDULE 13E-3.
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
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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.
ITEM 15 OF SCHEDULE 13E-3.
(c) Report Opinion or Appraisal. Not Applicable.
(f) Appraisal Rights. Not Applicable.
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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: October 5, 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 5, 2001.
(A)(2) Form of Letter of Transmittal.
(A)(3) Form of Notice of Guaranteed Delivery.
(A)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(A)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.
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