-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V1cFJSJmsBtOpeJOrF/QNg+dOQwt2+kZnbmbgts9f1JW1slnjAeltVCRe7L5nTf1 C9rEm91zE/0mC56gV5umeQ== 0000950134-02-014794.txt : 20021120 0000950134-02-014794.hdr.sgml : 20021120 20021120152643 ACCESSION NUMBER: 0000950134-02-014794 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LAKES ENTERTAINMENT INC CENTRAL INDEX KEY: 0001071255 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 411913991 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-54993 FILM NUMBER: 02834752 BUSINESS ADDRESS: STREET 1: 130 CHESHIERE LANE CITY: MINNETONKA STATE: MN ZIP: 55305 BUSINESS PHONE: 6124499092 MAIL ADDRESS: STREET 1: 130 CHESHIRE LANE CITY: MINNETONKA STATE: MN ZIP: 55305 FORMER COMPANY: FORMER CONFORMED NAME: LAKES GAMING INC DATE OF NAME CHANGE: 19980929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BERMAN LYLE CENTRAL INDEX KEY: 0000903291 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 130 CHESHIRE LANE CITY: MINNETONKA STATE: MN ZIP: 55350 BUSINESS PHONE: 6124499092 MAIL ADDRESS: STREET 1: 130 CHESHIRE LANE CITY: MINNETONKA STATE: MN ZIP: 55350 SC 13D 1 c73257sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. __ )(1) LAKES ENTERTAINMENT, INC. ------------------------------------------------------------ (Name of Issuer) Common Stock, $0.01 par value ------------------------------------------------------------ (Title of Class and Securities) 51206P 10 9 ------------------------------------------------------------ (CUSIP Number) Lyle Berman c/o Lakes Entertainment, Inc. 130 Cheshire Lane Minnetonka, Minnesota 55305 (952) 449-7000 With a copy to: Martin R. Rosenbaum, Esq. Maslon Edelman Borman & Brand, LLP 3300 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402-4140 Phone: (612) 672-8200 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 2, 2002 ------------------------------------------------------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 Pages) - ----------------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP 51206P 10 9 13D Page 2 of 5 - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Lyle Berman - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) ( ) - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ( ) - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 2,424,336 SHARES ------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH 0 REPORTING ------------------------------------------------ PERSON 9. SOLE DISPOSITIVE POWER WITH 2,424,336 ------------------------------------------------ 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,424,336 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 21.5% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN
Page 3 of 5 ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the common stock, $.01 par value, of Lakes Entertainment, Inc., a Minnesota corporation (the "Company"). The address of the Company's principal executive office is 130 Cheshire Lane, Minnetonka, MN 55305. ITEM 2. IDENTITY AND BACKGROUND (a)-(c) Lyle Berman, the person filing this Schedule 13D (the "Reporting Person"), is the Chairman of the Board and Chief Executive Officer of Lakes Entertainment, Inc. (the "Issuer"). His business address is 130 Cheshire Lane, Minnetonka, MN 55305. (d)-(e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person used personal funds to obtain the shares of Common Stock which he holds directly. ITEM 4. PURPOSE OF TRANSACTION The shares of Lakes Entertainment, Inc. Common Stock subject to this Statement are held by the Reporting Person solely for investment purposes. The reporting person is the Chairman of the Board and Chief Executive Officer of the Issuer. Although the Reporting Person has not formulated any other definitive plan, he may from time to time acquire, or dispose of, common stock and/or other securities of the Company if and when he deems it appropriate. The Reporting Person may formulate other purposes, plans or proposals relating to any of such securities of the Company to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Statement, the Reporting Person has no current plans or proposals which would relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Page 4 of 5 ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER (a), (b) The Reporting Person beneficially owns and has sole voting power and sole power to dispose with respect to 2,424,336 shares of Common Stock, including: (i) options to purchase 650,000 shares issuable upon exercise within 60 days; and (ii) a right to acquire 200,000 shares held by Stanley Taube pursuant to a promissory note from Mr. Taube (the "Taube Note") as described in Item 6. Also includes 111,403 shares held by Berman Consulting Corp. (a Minnesota corporation wholly-owned by the Reporting Person) and 161,500 shares held by Berman Consulting Corp.'s profit sharing plan. (c) The Reporting Person has effected no acquisitions of Common Stock in the past 60 days, except that the right to acquire 200,000 shares under the Taube note became exercisable on November 1, 2002. (d), (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person has not entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any other person with respect to the securities of the Company, including, but not limited to, transfer or voting of any securities of the Company, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies, except for the following: On or about January 4, 2001 Berman Consulting Corp. loaned $1,600,000 to Stanley M. Taube. As security for the loan, Mr. Taube pledged 200,000 shares of Lakes Entertainment, Inc. Mr. Taube signed a Promissory Note giving Berman Consulting Corp. the right to take legal title to the shares in full satisfaction of the note on or after November 1, 2002. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 10.1 Promissory Note issued by Stanley M. Taube and Patricia Taube to Berman Consulting Corp. dated January 4, 2001. 10.2 Pledge Agreement dated January 4, 2001 by and between Stanley M. Taube and Berman Consulting Corp. Page 5 of 5 SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: November 20, 2002 /s/ Lyle Berman - ---------------------------------------- Lyle Berman EX-10.1 3 c73257exv10w1.txt PROMISSORY NOTE - STANLEY AND PATRICIA TAUBE EXHIBIT 10.1 PROMISSORY NOTE $1,600,000.00 January 4, 2001 FOR VALUE RECEIVED, STANLEY M. TAUBE AND PATRICIA TAUBE, jointly and severally (collectively, the "Borrower"), hereby promises to pay to the order of BERMAN CONSULTING CORP., a Minnesota corporation ("Lender") at 130 Cheshire Lane, Minnetonka, Minnesota 55305, or at such other place as the Lender hereof may from time to time designate in writing, (i) the principal sum of up to One Million Six Hundred Thousand and 00/100 Dollars ($1,600,000.00) or such other amount as may be due and owing to Lender for the repayment of amounts advanced by Lender to Borrower, which principal amount shall be payable in full on November 1, 2002; plus (ii) interest on the unpaid principal balance of this Note from time-to-time outstanding at the applicable federal floating monthly short-term rate under Section 1274 of the Internal Revenue Code of 1986, as amended, payable at maturity. The Borrower agrees not to prepay, in whole or in part, the unpaid principal balance hereof.. This Note is secured by a Pledge Agreement of even date herewith, pursuant to which the Borrower has granted the Lender a security interest in 200,000 shares of Lakes Gaming, Inc. common stock (the "Collateral"), provided however that at Lender's option Lender may advance up to $800,000 hereunder to Borrower by paying such amount directly to the current pledgee of the Collateral. Borrower represents and warrants that the loan currently encumbering the Collateral does not exceed $800,000 and that upon payment of such amount, the current pledgee of the Collateral will release any security interest it has therein. On or after November 1, 2002, the Lender shall have the right, at Lender's sole discretion, to take legal title to the Collateral in exchange for cancellation of the Borrower's principal and interest obligations under this Note. The Borrower agrees to pay all costs of collecting this Note including, but not limited to, attorneys' fees and legal expenses (whether suit is commenced or not and whether such cost or expense is paid or incurred prior to or after entry of judgment) including costs and expenses in litigation, bankruptcy or insolvency proceedings together with interest on any such costs from the date paid at the interest rate then in effect under this Note. This Note shall be construed and interpreted in accordance with the laws of the State of Minnesota. The Borrower hereby consents to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related in any way to this Note or any security or guarantee for this Note and waive any argument that venue in such forums is not convenient, and agree that any litigation initiated by the Borrowers against the payee or any other holder of this Note relating in any way to this Note or any security or guarantee for this Note shall be venued in either the District Court of Hennepin County, Minnesota or the United States District Court, District of Minnesota, Fourth Division. No waiver of any right or remedy under this Note shall be valid unless in a writing executed by the holder of this Note and any such waiver shall be effective only in the specific instance and for the specific purpose given. All rights and remedies of the holder of this Note shall be cumulative and may be exercised singly, concurrently or successively. The Borrower hereby waives presentment for payment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment of this Note. Each of the undersigned is primarily liabile herein as co-maker, and neither are merely "accommodation parties." The undersigned each waive all defenses based upon the status of an accommodation party. /s/ Stanley M. Taube ----------------------------- STANLEY M. TAUBE /s/ Patricia Taube ----------------------------- PATRICIA TAUBE EX-10.2 4 c73257exv10w2.txt PLEDGE AGREEMENT - STANLEY TAUBE EXHIBIT 10.2 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, made and entered into as of this 4th day of January, 2001, by and between STANLEY M. TAUBE (the "Pledgor") and BERMAN CONSULTING CORP., a Minnesota corporation (the "Pledgee"). W I T N E S S E T H: WHEREAS, Pledgee has made or may make loans to Pledgor; and WHEREAS, Pledgor has agreed to grant Pledgee a security interest upon the collateral herein described to secure the payment of the indebtedness owed by Pledgor to Pledgee. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises set forth herein, and in consideration of other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereby agree as follows: 1. Pledgor hereby grants Pledgee a security interest in the following (the "Collateral"): 200,000 shares of the common stock of Lakes Gaming, Inc., a Minnesota corporation, together with all additions thereto, all substitutions and replacements thereof, and the proceeds thereof. 2. The security interest herein granted secures the payment and performance of all of the present and future indebtedness of the Pledgor to the Pledgee (the "Secured Obligations"). 3. Pledgor has title to and will at all times keep the Collateral free of all liens and encumbrances, except the security interests created hereby, and has full power and authority to execute this Pledge Agreement, to perform Pledgor's obligations hereunder and to subject the Collateral to the security interest created hereby. All costs of keeping the Collateral free of any liens, encumbrances and security interests prohibited by this Agreement and removing the same, if they should arise, shall be borne and paid by Pledgor. 4. Pledgor will duly endorse, in blank, each and every instrument constituting Collateral by signing on said instrument or by signing a separate assignment or other documents of transfer, if required by the Pledgee, and will at any time or times hereafter perform such other acts as Pledgee may request to establish, maintain, perfect and enforce Pledgee's security interest in the Collateral and rights under this Agreement. 5. Pledgor will upon receipt deliver to Pledgee as additional Collateral hereunder all securities distributed on account of the Collateral such as stock, dividends and securities resulting from stock splits, reorganizations and recapitalizations. 6. Pledgee's duty of care with respect to Collateral in its possession shall be deemed fulfilled if Pledgee exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third party, exercises reasonable care in the selection of the bailee or other third party, and Pledgee need not otherwise preserve, protect, insure or care for any Collateral. Pledgee shall have no liability or responsibility to any third party for any action taken or omitted with respect to the Collateral on the direction of any third party. 7. Pledgee, in the name of Pledgor or otherwise, after a default shall have occurred, shall have the authority but shall not be obligated to demand, collect, receive and receipt for, compromise, compound, settle, prosecute and discontinue any suits or proceedings in respect of any and all of the Collateral; take any action which Pledgee deems necessary or desirable in order to realize on the Collateral, including, without limitation, the power to perform any contract, to endorse in the name of Pledgor any checks, drafts, notes or other documents which are Collateral or are received in payment or on account of the Collateral; to transfer any of the Collateral into its name or that of its nominee, and to notify the obligor on or issuer of any Collateral to Pledgee of any amounts due or distributable thereon; and to apply any proceeds of any Collateral against any item or items of the Secured Obligations as Pledgee, in its sole discretion, may determine, whether the same shall be due or not due. 8. Pledgor's failure to pay any amounts owing Pledgee when due or the occurrence of any of the event of defaults defined in any promissory note of Pledgor to Pledgee shall be events of default under this Pledge Agreement. 9. Whenever a default shall exist, Pledgee may, at its option without demand or notice, declare all or any part of the Secured Obligations immediately due and payable and Pledgee may exercise, in addition to the rights and remedies granted hereby, all rights and remedies of a secured party under the Uniform Commercial Code or any other applicable law, including the right to exercise all voting and other rights as a holder of the Collateral and the right to offer and sell the Collateral privately. 10. If any notification of intended disposition of any of the Collateral is required by law, such notification shall be deemed reasonably and properly given if mailed at least ten (10) days before such disposition, postage prepaid, addressed to Pledgor at the address shown below. 12. No delay or failure by Pledgee in the exercise of any right or remedy shall constitute a waiver thereof, and no single or partial exercise by Pledgee of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. 13. This Agreement shall be binding upon and inure to the benefit of Pledgor and Pledgee and their respective heirs, representatives, successors and assigns and shall take effect when signed by Pledgor and delivered to Pledgee, and Pledgor waive notice of the Pledgee's acceptance hereof. 2 14. This Agreement shall be governed by the laws of the State of Minnesota and, unless the context otherwise requires, all terms used herein which are defined in Articles 1, 8 and 9 of the Uniform Commercial Code, as in effect in such state, shall have the meanings therein stated. If any provision or application of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability shall not affect any other provisions or applications which can be given effect and this Agreement shall be construed as if the unlawful or unenforceable application had never been contained herein or prescribed hereby. All representations and warranties contained in this Agreement shall survive the execution, delivery and performance of this Agreement in the creation and payment of the Secured Obligations. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. /s/ Stanley M. Taube --------------------------------------- STANLEY M. TAUBE PLEDGOR BERMAN CONSULTING CORP. By /s/ Lyle Berman ------------------------------------ Lyle Berman, Its President PLEDGEE 3 -----END PRIVACY-ENHANCED MESSAGE-----