-----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, V5k9QXRK7o3MW5EwRg/0ANM01+pboJt1KBZZcS1xifDTnq8gr9mZ6OrQTuMPyTUj CcU2e9C5W67NQWzBfAO23w== 0000950168-97-000894.txt : 19970409 0000950168-97-000894.hdr.sgml : 19970409 ACCESSION NUMBER: 0000950168-97-000894 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970408 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CASINO ENTERPRISES INC /NV/ CENTRAL INDEX KEY: 0000315428 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 042709807 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41714 FILM NUMBER: 97576395 BUSINESS ADDRESS: STREET 1: 6787 W. TROPICANA STREET 2: SUITE 200 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 702/227-9800 MAIL ADDRESS: STREET 1: 6243 INDUSTRIAL RD CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CASINO ENTERPRISES INC /NV/ DATE OF NAME CHANGE: 19950725 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CASINO ENTERPRISES INC DATE OF NAME CHANGE: 19850624 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TASSINARI RONALD J CENTRAL INDEX KEY: 0000937413 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6243 INDUSTRIAL ROAD STREET 2: # 200 CITY: LAS VEGAS STATE: NV ZIP: 89103 BUSINESS PHONE: 7022279800 MAIL ADDRESS: STREET 1: 6787 W TROPICANA AVE STREET 2: STE 200 CITY: LAS VEGAS STATE: NV ZIP: 89103 SC 13D/A 1 SCH 13-D AMEND. NO. 15 FOR RONALD J. TASSINARI SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15) American Casino Enterprises, Inc. (Name of Issuer) Common Stock. $.01 par value (Title of Class of Securities) 025664-20-2 (CUSIP Number) Jack Becker, Esq. Snow Becker Krauss P.C. 605 Third Avenue New York, New York 10158 (212) 687-3860 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 7, 1996 (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 Rule 13D-1(b)(3) or (4), check the following box [ ]. Page 1 of 4 pages Exhibit Index is located on page 4 SCHEDULE 13D CUSIP No. 025664-20-2 Page 2 of 4 Pages - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Ronald J. Tassinari 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3) SEC USE ONLY 4) SOURCE OF FUNDS 00 (See Item 3) 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION USA 7) SOLE VOTING POWER 2,168,991 (See Item 5) NUMBER 8) SHARED VOTING POWER OF SHARES None BENEFICIALLY OWNED BY 9) SOLE DISPOSITIVE POWER EACH 2,168,991 (See Item 5) REPORTING PERSON 10) SHARED DISPOSITIVE POWER WITH None 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,168,991 (See Item 5) 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.5% 14) TYPE OF REPORTING PERSON IN Page 3 of 4 pages Item 1. Security and Issuer. This Statement relates to shares of Common Stock, par value $.01 per share (the "Shares"), of American Casino Enterprises, Inc., a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103. Item 2. Identity and Background. The Reporting Person is Ronald J. Tassinari. He is the Chief Executive Officer, President and a director of the Issuer. His business address is 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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. The Reporting Person is a citizen of the United States of America. Item 3. Source and Amount of Funds or Other Consideration. The Issuer granted to the Reporting Person, on October 7, 1996, pursuant to a stock option plan approved by the shareholders of the Issuer, options to purchase 400,000 Shares, exercisable until October 7, 2001 at an exercise price of $1.38 per Share, in lieu of the same number of options, cancelled on the same date, which were exercisable at $1.75 per Share until October 18, 2000. The grant of the stock options was without consideration, as an incentive to the Reporting Person to exert his utmost efforts on behalf of the Issuer. Item 4. Purpose of Transaction. The Reporting Person acquired the stock options as an incentive to the Reporting Person to exert his utmost efforts on behalf of the Issuer. Absent any change in personal circumstances, the Reporting Person intends to maintain his equity position in the Issuer. The Reporting Person, however, intends to review on a continuing basis his investment in the Issuer and may, depending upon the Reporting Person's evaluation of his financial planning, upon the Issuer's business and prospects and upon future developments in general business, economic and market conditions, determine to increase, decrease or continue to hold or dispose of the position in the Issuer. Item 5. Interest in Securities of the Issuer. (a) The Reporting Person may be deemed to beneficially own 2,168,991 Shares, representing approximately 13.5% of the outstanding Shares of the Issuer (based on 14,867,958 Shares of the Issuer reported to be outstanding as set forth in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended January 31, 1997). This beneficial ownership amount includes certain stock options. See Paragraph 5(b) below. The beneficial ownership amount also includes 11,094 shares owned of record by the Reporting Person as custodian for his son but excludes 1,397,570 Shares beneficially owned by the Reporting Person's wife, Audrey K. Tassinari, with respect to which the Reporting Person disclaims beneficial ownership, and excludes 88,000 unvested options. Page 4 of 4 pages (b) The Reporting Person has sole voting power over 2,168,991 Shares (including Shares underlying 1,226,000 options but excluding 88,000 Shares underlying options which are not exercisable until November 28, 1997). The Reporting Person has sole dispositive power over 2,168,991 Shares (including options to purchase 1,226,000 Shares). Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, the Reporting Person disclaims beneficial ownership as to 1,397,570 Shares beneficially owned by Audrey K. Tassinari, the Reporting Person's wife, and they are not included in the number stated on lines 7, 9 and 11 of the cover sheet. (c) The Reporting Person has not, in the past sixty days, engaged in any transactions involving Shares of the Issuer. (d) and (e) N/A. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Person has no agreements or understandings with any person or entity respecting the securities of the Issuer, other than stock option agreements with the Issuer. The Reporting Person disclaims beneficial ownership as to 1,397,570 Shares beneficially owned by Audrey K. Tassinari, the Reporting Person's wife. Item 7. Material to be Filed as Exhibits. 1) Stock Option Agreement between the Reporting Person and the Issuer, dated as of October 7, 1996. 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: March 24, 1997 /s/ Ronald J. Tassinari Ronald J. Tassinari EXHIBIT INDEX 1) Stock Option Agreement between the Reporting Person and the Issuer, dated as of October 7, 1996. EX-1 2 EXHIBIT 1 INCENTIVE STOCK OPTION AGREEMENT AGREEMENT made as of this 7th day of October 1996 by and between American Casino Enterprises, Inc., a Nevada corporation having its principal place of business at 6787 West Tropicana, Suite 200, Las Vegas, Nevada 89103 ("Grantor"), and Ronald J. Tassinari, residing at 7889 Rancho Mirage , Las Vegas, Nevada 89113 ("Optionee"). W I T N E S S E T H: WHEREAS, Optionee is presently employed by Grantor; and WHEREAS, Grantor is desirous of increasing the incentive of Optionee to exert Optionee's utmost efforts to improve the business of Grantor. NOW, THEREFORE, in consideration of Optionee's continued service to Grantor or any of its subsidiaries, and for other good and valuable consideration, Grantor hereby grants to Optionee options to purchase common stock of Grantor, $.01 par value ("Common Stock") on the following terms and conditions: 1. Option. Pursuant to its 1992 Stock Option Plan, as amended (the "Plan"), Grantor hereby grants to Optionee an Incentive Stock Option, as such term is defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code"), to purchase, at any time prior to 5:00 p.m. on October 6, 2001, up to Four Hundred Thousand (400,000) fully paid and non-assessable shares of Common Stock (the "Shares"), subject to the terms and conditions set forth below. 2. Purchase Price. The purchase price shall be $1.38 per Share. Grantor shall pay all original issue or transfer taxes on the exercise of the Optionee's option and all other fees and expenses necessarily incurred by Grantor in connection therewith. 3. Exercise of Option. (a) Optionee shall notify Grantor in writing in person, by overnight courier or by registered or certified mail, return receipt requested, addressed to its principal office as to the number of Shares which Optionee desires to purchase hereunder, which notice shall be accompanied by payment (by cash or certified check) of the exercise price therefor as specified in Paragraph 2 above. As soon as practicable thereafter, Grantor shall at its principal office tender to Optionee certificates issued in Optionee's name evidencing the Shares purchased by Optionee. (b) If the aggregate fair market value of all the stock with respect to which Incentive Stock Options are exercisable for the first time by Optionee during any calendar year and all other Incentive Stock Option plans of Grantor or its affiliates exceeds $100,000.00, the grant of the Incentive Stock Option hereunder shall not, to the extent of such excess, be deemed a grant of an Incentive Stock Option but will instead be deemed the grant of a Non-Qualified Stock Option under the Plan. (c) The option granted hereunder may be exercised by Optionee immediately. 4. Option Conditioned On Continued Employment. (a) If the employment of Optionee shall be terminated for cause, or if Optionee leaves such employment voluntarily, the options granted to Optionee hereunder shall expire immediately upon such termination. If such employment shall terminate otherwise than by reason of death, disability, voluntarily by Optionee or for cause, such option may be exercised at any time within three (3) months after such termination, subject to the provisions of subparagraph (d) of this Paragraph 4. (b) If Optionee dies (i) while employed by Grantor or a subsidiary or parent corporation, or (ii) within three (3) months after the termination of Optionee's employment other than voluntarily by Optionee or for cause, such option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised by a legatee or legatees of such option under Optionee's last will or by Optionee's personal representatives or distributees at any time within one (1) year after Optionee's death. (c) If Optionee becomes disabled within the definition of Section 22(e)(3) of the Code while employed by Grantor or a subsidiary or parent corporation, such option, subject to the provisions of subparagraph (d) of this Paragraph 4, may be exercised at any time within one (1) year after the termination of employment due to disability. (d) An option may not be exercised pursuant to this Paragraph 4 except to the extent that Optionee was entitled to exercise the option, or any part thereof, at the time of termination of employment or death, and in any event may not be exercised after the original expiration date of the option. 5. Divisibility and Non-Assignability of the Options. (a) Optionee may exercise the options herein granted from time to time during the periods of their respective effectiveness with respect to any whole number of Shares included therein, but in no event may an option be exercised as to less than one thousand (1,000) shares at any one time, except for the remaining shares covered by the option if less than one thousand (1,000). (b) Optionee may not give, grant, sell, exchange, transfer legal title, pledge, assign or otherwise encumber or dispose of the options herein granted or any interest therein, otherwise than by will or the laws of descent and distribution, and these options, or any of them, shall be exercisable during Optionee's lifetime only by Optionee. 6. Stock as Investment. By accepting these options, Optionee agrees for Optionee, Optionee's heirs and legatees that any and all Shares purchased hereunder shall be acquired for investment purposes only and not for sale or distribution, and upon the issuance of any or all of the Shares Optionee, or Optionee's heirs or legatees receiving such shares, shall deliver to Grantor a representation in writing, that the Shares are being acquired in good faith for investment and not for sale or distribution, unless such distribution is registered under the Securities Act of 1933, as amended (the "Securities Act"). Grantor may place a "stop transfer" order with respect to the Shares with its transfer agent and place an appropriate restrictive legend on the stock certificate(s) evidencing the Shares, unless such shares are registered for resale. 7. Restriction on Issuance of Shares. Grantor shall not be required to issue or deliver any certificate for Shares purchased upon the exercise of the option unless (a) the issuance of such shares has been registered under the Securities Act, or counsel to Grantor shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereof; and (c) permission for the listing of such shares, if required, shall have been given by NASDAQ and/or any national securities exchange on which the Common Stock of Grantor is at the time of issuance listed. 8. Adjustments; Merger or Consolidation (a) In the event of changes in the outstanding Common Stock of Grantor by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations, or exchanges of shares, separations, reorganizations, or liquidations, the number and class of shares as to which the options may be exercised shall be correspondingly adjusted by Grantor. No adjustment shall be made with respect to stock dividends or splits which do not exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of Grantor of rights to subscribe for additional shares of Common Stock or other securities. Anything to the contrary contained herein notwithstanding, the Board of Directors of Grantor shall have the discretionary authority to take any action necessary or appropriate to prevent these options from being disqualified as "Incentive Stock Options" under the United States income tax laws then in effect. (b) Any adjustment in the number of Shares shall apply proportionately to only the unexercised portion of an option granted hereunder. If fractions of a share would result from any such adjustment, the adjustment shall be revised to the next higher whole number of Shares so long as such increase does not result in the holder of the option being deemed to own more than 5% of the total combined voting power or value of all classes of stock of Grantor or its subsidiaries. (c) Notwithstanding anything contained herein to the contrary, a merger or consolidation in which Grantor is not the surviving corporation, or a sale of substantially all of Grantor's assets or capital stock shall cause the unexercised options to terminate automatically, unless otherwise provided by the Board of Directors. 9. No Rights in Option Stock. Optionee shall have no rights as a shareholder in respect of Shares as to which the options granted hereunder shall not have been exercised and payment made as herein provided. 10. Effect Upon Employment. This Agreement does not give Optionee any right to continued employment by Grantor. 11. Binding Effect. Except as herein otherwise expressly provided, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors legal representatives and assigns. 12. Agreement Subject to Plan. Notwithstanding anything contained herein to the contrary, this Agreement is subject to, and shall be construed in accordance with, the terms of the Plan, and in the event of any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. 13. Miscellaneous. This Agreement shall be construed under the laws of the State of Nevada applied to agreements made and to be performed entirely within such State. Headings have been included herein for convenience of reference only, and shall not be deemed a part of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. AMERICAN CASINO ENTERPRISES, INC. By: /s/ Roy K. Keefer Roy K. Keefer, Secretary/Treasurer ACCEPTED AND AGREED TO: /s/ Ronald J. Tassinari Ronald J. Tassinari -----END PRIVACY-ENHANCED MESSAGE-----