-----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, AZRGCuYxp8/MLL004hqMN9iBs+p2+MOhKobLKNduyeUoZPETlQYLd7GhZG2j9lOV KSibDOMXCOpoTOWdgQF6ng== 0001362310-08-005959.txt : 20081020 0001362310-08-005959.hdr.sgml : 20081020 20081020154413 ACCESSION NUMBER: 0001362310-08-005959 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081020 DATE AS OF CHANGE: 20081020 GROUP MEMBERS: DOUGLAS DALTON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WPT ENTERPRISES INC CENTRAL INDEX KEY: 0001283843 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 611407231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80302 FILM NUMBER: 081131438 MAIL ADDRESS: STREET 1: 1041 N. FORMOSA AVE. CITY: WEST HOLLYWOOD STATE: CA ZIP: 90046 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SELL NEIL I CENTRAL INDEX KEY: 0000902655 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MASLON EDELMAN BORMAN & BRAND STREET 2: 3300 NORWEST CENTER 90 SOUTH SEVENTH ST CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 6126728337 MAIL ADDRESS: STREET 1: 3300 NORWEST CENTER CITY: MINNEAPOLIS STATE: MN ZIP: 55402 SC 13G 1 c76152sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance
     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

WPT Enterprises, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
98211W 10 8
(CUSIP Number)
October 1, 2008
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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 No.
 
98211W 10 8 
 

 

           
1   NAMES OF REPORTING PERSONS
Neil Sell, Individually and as Trustee of the Bradley Berman Irrevocable Trust, Julie Berman Irrevocable Trust, Jessie Lynn Berman Irrevocable Trust, and Amy Berman Irrevocable Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  5   SOLE VOTING POWER
     
NUMBER OF   39,027
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,303,173
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   39,027
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,303,173
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,342,200 SHARES
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  þ
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.5%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN, OO

2


 

                     
CUSIP No.
 
98211W 10 8 
 

 

           
1   NAMES OF REPORTING PERSONS
Douglas Dalton, as Trustee of the Bradley Berman Irrevocable Trust, Julie Berman Irrevocable Trust, Jessie Lynn Berman Irrevocable Trust, and Amy Berman Irrevocable Trust
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  USA
       
  5   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   1,303,173
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    1,303,173
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,303,173 SHARES
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  6.4%
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

3


 

         
CUSIP No. 92811W 10 8   13G    
Item 1(a). Name of Issuer:
WPT Enterprises, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
5700 Wilshire Blvd., Suite 350, Los Angeles, CA 90036
Item 2(a). Name of Person Filing:
Neil I. Sell and Douglas Dalton, Trustees of the Bradley Berman Irrevocable Trust, the Julie Berman Irrevocable Trust, the Jessie Lynn Berman Irrevocable Trust, and the Amy Berman Irrevocable Trust (together, the “Trusts”)
Item 2(b). Address of Principal Business Office, or if none, Residence:
c/o Maslon Law Firm, 90 South 7th Street, Suite 3300, Minneapolis, MN 55402.
Item 2(c). Citizenship:
Messrs. Sell and Dalton are citizens of the United States.
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value
Item 2(e). CUSIP Number:
92811W 10 8
Item 3. If This Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
  (a)   o Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
  (b)   o Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c)   o Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d)   o Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e)   o An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
  (f)   o An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
  (g)   o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
  (h)   o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
  (j)   o Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

4


 

         
CUSIP No. 92811W 10 8   13G    
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
  (a)   Amount beneficially owned:
Approximately 1,342,200 shares, including approximately 1,096,667 shares that will be distributed pursuant to a distribution announced by Lakes Entertainment, Inc. on October 7, 2008, (the “Distribution”), pursuant to which of all of the shares of WPTE held by Lakes’ wholly-owned subsidiary, Lakes Poker Tour, LLC, will be distributed to the shareholders of Lakes. The record date for the Distribution will be 5:00 PM Central Time on October 24, 2008. The record date establishes the shareholders of record entitled to receive shares in the Distribution and will be used to determine the ratio of WPTE shares to be distributed per Lakes share. The date of the Distribution will be November 21, 2008. Lakes currently owns 12,480,000 shares, or approximately 61 percent, of WPTE’S outstanding common stock. Based on the approximately 26.0 million shares of Lakes common stock outstanding as of October 7, 2008, the distribution ratio will be approximately 0.4795348696 WPTE shares for every share of Lakes held by a shareholder on October 24, 2008.
Based on the above, the Reporting Person would receive shares of WPTE common stock in the Distribution as follows: 1,092,640 shares to the Trusts in the aggregate, and 4,027 shares to Mr. Sell. In addition, Mr. Sell currently holds 35,000 shares of WPTE common stock and Mr. Sell’s spouse holds 1,000 shares. (Mr. Sell disclaims beneficial ownership of the shares held by his spouse and they are not included in the total in Item 9 on page 2. They are noted here for information only.)
  (b)   Percent of class:
6.5% (Based upon the most recently filed Form 10-Q, WPTE has 20,491,993 shares outstanding as of August 7, 2008.)
  (c)   Number of shares as to which such person has:
With respect to Mr. Sell:
  (i)   Sole power to vote or to direct the vote: 39,027
 
  (ii)   Shared power to vote or to direct the vote: 1,303,173
 
  (iii)   Sole power to dispose or to direct the disposition of: 39,027
 
  (iv)   Shared power to dispose or to direct the disposition of: 1,303,173
With respect to Mr. Dalton:
  (i)   Sole power to vote or to direct the vote: 0     
 
  (ii)   Shared power to vote or to direct the vote: 1,303,173
 
  (iii)   Sole power to dispose or to direct the disposition of: 0     
 
  (iv)   Shared power to dispose or to direct the disposition of: 1,303,173
A joint filing agreement is attached as Exhibit 99.1.

 

5


 

Item 5. Ownership of Five Percent or Less of a Class.
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
N/A
Item 7.   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
N/A
Item 8. Identification and Classification of Members of the Group.
N/A
Item 9. Notice of Dissolution of Group.
N/A
Item 10. Certifications.
(a) Not applicable
(b) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect.
SIGNATURE
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.
Dated: October 17, 2008
/s/ Neil Sell
 
Neil Sell, Individually, and as Trustee of
The Bradley Berman Irrevocable Trust
The Julie Berman Irrevocable Trust
The Jessie Lynn Berman Irrevocable Trust and
The Amy Berman Irrevocable Trust
/s/ Douglas Dalton
 
Douglas Dalton, as Trustee of
The Bradley Berman Irrevocable Trust
The Julie Berman Irrevocable Trust
The Jessie Lynn Berman Irrevocable Trust and
The Amy Berman Irrevocable Trust

 

6


 

EXHIBIT INDEX
         
Exhibit Number   Description
       
 
  99.1    
Agreement To Jointly File Schedule 13G

 

7

EX-99.1 2 c76152exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance
Exhibit 99.1
AGREEMENT
TO JOINTLY FILE SCHEDULE 13G
The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of WPT Enterprises, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.
Date: October 17, 2008
/s/ Neil Sell
 
Neil Sell, Individually, and as Trustee of
The Bradley Berman Irrevocable Trust
The Julie Berman Irrevocable Trust
The Jessie Lynn Berman Irrevocable Trust and
The Amy Berman Irrevocable Trust
/s/ Douglas Dalton
 
Douglas Dalton, as Trustee of
The Bradley Berman Irrevocable Trust
The Julie Berman Irrevocable Trust
The Jessie Lynn Berman Irrevocable Trust and
The Amy Berman Irrevocable Trust

 

 

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