-----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, MyvwqdSbx3n89D0fbp16ICdFKNhdKpxZUtg+RHk08R042xRH3wFOfm2BN8gHi2OX Y2nQ4RSTCAVnXBHtEwGRMA== 0000942618-03-000022.txt : 20031208 0000942618-03-000022.hdr.sgml : 20031208 20031208150259 ACCESSION NUMBER: 0000942618-03-000022 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LOEB PARTNERS CORP CENTRAL INDEX KEY: 0000942618 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 MAIL ADDRESS: STREET 1: 61 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PDS GAMING CORP CENTRAL INDEX KEY: 0000921438 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE LESSORS [6172] IRS NUMBER: 411605970 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47236 FILM NUMBER: 031042422 BUSINESS ADDRESS: STREET 1: 6171 MCLEOD DR CITY: LAS VEGAS STATE: NV ZIP: 89120-4048 BUSINESS PHONE: 7027360700 MAIL ADDRESS: STREET 1: 6171 MCLEOD DR CITY: LAS VEGAS STATE: NV ZIP: 89120-4048 FORMER COMPANY: FORMER CONFORMED NAME: PFS GAMING CORP DATE OF NAME CHANGE: 20010531 SC 13D 1 pdsgaming.txt UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.___ )* PDS Gaming Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 69329T105 (CUSIP Number) Bruce Lev c/o Loeb Partners Corporation 61 Broadway, N.Y., N.Y., 10006 (212) 483-7017 (Name, address and Telephone Number of Person Authorized to Receive Notices and Communications) December 5, 2003 (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 [ ]. Check the following box if a fee is being paid with statement [ ]. (A fee is not required only if the following reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described is Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *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 remained 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). SCHEDULE 13D CUSIP NO. 69329T105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Partners Corporation 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 10,108 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 6,555 Shares of Common stock EACH 9 SOLE DISPOSITIVE POWER REPORTING 10,108 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER 6,555 Shares of Common stock 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,665 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.44% 14 TYPE OF REPORTING PERSON* PN, BD, IA SCHEDULE 13D CUSIP NO. 69329T105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Arbitrage Fund 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 170,871 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ----- EACH 9 SOLE DISPOSITIVE POWER REPORTING 170,871 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ----- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 170,871 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.49% 14 TYPE OF REPORTING PERSON* PN, BD SCHEDULE 13D CUSIP NO. 69329T105 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Loeb Offshore Fund, Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC, O 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF 7 SOLE VOTING POWER SHARES 14,141 Shares of Common stock BENEFICIALLY 8 SHARED VOTING POWER OWNED BY -------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 14,141 Shares of Common stock PERSON WITH 10 SHARED DISPOSITIVE POWER ------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,141 Shares of Common stock 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.37% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer. - ------ ------------------- This statement refers to the Common Stock of PDS Gaming Corporation, 6171 McLeod Drive, Las Vegas, NV., 89120. Item 2. Identity and Background. - ------ ----------------------- Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a New York limited partnership. It is a registered broker/dealer. Its general partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation, with the same address. Its President is Gideon J. King. The other officers of LAM are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine, Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation ("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It is a registered broker/dealer and a registered investment adviser. Thomas L. Kempner is its President and a director and its Chief Executive Officer. Norman N. Mintz is a Vice President and also a director. Gideon J. King is Executive Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61 Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC. Thomas L. Kempner is its President and a director as well as its Chief Executive Officer and majority stockholder. Edward E. Matthews, Norman N. Mintz and Peter A. Tcherepnine are also directors. Mr. Matthews' address is 70 Pine Street, New York, New York 10270. Loeb Offshore Fund, Ltd., ("LOF") is a Cayman Islands exempted company. Loeb Offshore Management, LLC ("LOM") is a Delaware limited liability company, a registered investment adviser and is wholly owned by Loeb Holding Corporation. It is the investment adviser of LOF. Gideon J. King and Thomas L. Kempner are Directors of LOF and Managers of LOM. The business address of all individuals other than Mr. Matthews is 61 Broadway, New York, New York, 10006. All of the individuals named are United States citizens. None have been, within the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding been or are 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Compensation. - ------ ------------------------------------------------ Shares of Common Stock were acquired by LAF, LPC and LOF in margin accounts maintained with Bear Stearns Securities Corp. Item 4. Purpose of Transaction. - ------ ---------------------- LAF, LPC and LOF have acquired shares of Common Stock for investment purposes. LAF, LPC and LOF reserve the right to sell shares of Common Stock or to acquire additional shares in open market transactions or otherwise. Item 5. Interest in Securities of the Issuer. - ------ ------------------------------------ (a) The persons reporting hereby owned the following shares of Common Stock as of December 5, 2003. Shares of Common Stock Loeb Arbitrage Fund 170,871 Loeb Partners Corporation* 16,663 Loeb Offshore Fund 14,141 ---------------- 201,675 The total shares of Common Stock constitute 5.30% the 3,806,000 outstanding shares of Common Stock as reported by the issuer. - ------------------------- *Including 6,555 shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. (b) See paragraph (a) above. (c) The following purchases of Common Stock have been made in the last sixty (60) days by the following: Purchases of Common Stock Holder Date Shares Average Price Loeb Partners Corp.* 10-01-03 24 $1.56 10-09-03 25 1.57 10-15-03 90 1.54 10-16-03 90 1.54 10-20-03 50 1.56 10-21-03 50 1.56 10-23-03 384 1.65 10-23-03 190 1.60 10-28-03 48 1.75 10-29-03 272 1.76 11-01-03 64 1.61 11-05-03 175 1.63 11-12-03 33 1.74 11-13-03 17 1.75 11-19-03 895 2.00 11-20-03 347 2.01 11-24-03 247 1.97 11-24-03 792 1.96 11-25-03 528 1.98 11-26-03 883 1.93 11-28-03 743 1.98 12-02-03 825 1.98 12-03-03 825 1.98 12-05-03 1238 1.99 12-05-03 368 1.98 Holder Shares Average Price Loeb Arbitrage Fund 10-01-03 255 1.560 10-09-03 254 1.570 10-10-03 100 1.570 10-15-03 933 1.540 10-16-03 933 1.540 10-20-03 525 1.560 10-21-03 325 1.560 10-23-03 4752 1.677 10-23-03 3230 1.602 10-28-03 510 1.617 10-29-03 2890 1.635 11-01-03 688 1.610 11-05-03 3080 1.632 11-12-03 339 1.737 11-13-03 169 1.748 11-19-03 5615 2.002 11-20-03 3559 2.007 11-24-03 2542 1.988 11-24-03 8136 1.972 11-25-03 5424 2.005 11-26-03 9068 1.991 11-28-03 7627 2.015 12-02-03 8475 2.017 12-03-03 8475 2.017 12-05-03 12712 1.988 12-05-03 3794 1.981 Holder Shares Average Price Loeb Offshore Fund 10-01-03 21 $1.56 10-09-03 21 1.57 10-15-03 77 1.54 10-16-03 77 1.54 10-20-03 25 1.56 10-21-03 25 1.56 10-23-03 378 1.65 10-23-03 266 1.60 10-28-03 42 1.75 10-29-03 238 1.76 11-01-03 57 1.61 11-05-03 245 1.63 11-12-03 28 1.74 11-13-03 14 1.75 11-19-03 490 2.00 11-20-03 294 2.01 11-24-03 211 1.97 11-24-03 672 1.96 11-25-03 448 1.98 11-26-03 749 1.93 11-28-03 630 1.98 12-02-03 700 1.98 12-03-03 700 1.98 12-05-03 1050 1.99 12-05-03 313 1.98 - -------------------- *Including 6,555 Shares of Common Stock purchased for the account of one customer of Loeb Partners Corporation as to which it has investment discretion. All reported transactions were effected on Nasdaq. (d) Not applicable. (e). Not applicable. Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer. None. Item 7. Materials to be Filed as Exhibits. None. 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. December 8, 2003 Loeb Partners Corporation By: /s/ Gideon J. King, Executive Vice President December 8, 2003 Loeb Arbitrage Fund By: Loeb Arbitrage Management, Inc. By: /s/ Gideon J. King, President December 8, 2003 Loeb Offshore Fund By: /s/ Gideon J. King, Director -----END PRIVACY-ENHANCED MESSAGE-----