-----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, HmNLSdPDf2+xvyxh358Oti4NA2b8mu4jHtrRx1oOr5nKLuHwKs4tfRgjeTH1x/4e SJHRxH7o5DIDuuysokXQoQ== 0000950144-99-008678.txt : 19990713 0000950144-99-008678.hdr.sgml : 19990713 ACCESSION NUMBER: 0000950144-99-008678 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990712 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BINGO & GAMING CORP CENTRAL INDEX KEY: 0000931683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 742723809 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56185 FILM NUMBER: 99662293 BUSINESS ADDRESS: STREET 1: 1440 CHARLESTON HIGHWAY STREET 2: STE 1200 CITY: WEST COLUMBIA STATE: SC ZIP: 29169 BUSINESS PHONE: 8037967875 MAIL ADDRESS: STREET 1: 1440 CHARLESTON HIGHWAY STREET 2: STE 1200 CITY: W COLUMBIA STATE: SC ZIP: 29169 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MIMS MICHAEL W CENTRAL INDEX KEY: 0001084993 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: SC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 257 AMENITY RD CITY: CHAPIN STATE: SC ZIP: 29036 BUSINESS PHONE: 8037326282 MAIL ADDRESS: STREET 1: 257 AMENITY RD CITY: CHAPIN STATE: SC ZIP: 29036 SC 13D/A 1 AMERICAN BINGO/MICHAEL W. MIMS -- AMENDMENT NO. 1 1 As filed with the Securities and Exchange Commission on July 9, 1999 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) American Bingo & Gaming Corp. ---------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value Per Share ---------------------------------------- (Title of Class of Securities) 024596108 ---------------------------------------- (CUSIP Number) Michael W. Mims 257 Amenity Road Chapin, South Carolina 29036 (803) 732-6282 ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 2, 1999 ---------------------------------------- (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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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 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). 2 CUSIP NO. 024596108 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons Michael W. Mims I.R.S. Identification Nos. of Above Persons (entities only) N/A - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 655,680 Shares Beneficially ----------------------------------------------------- Owned by (8) Shared Voting Power -0- Each Reporting ----------------------------------------------------- Person With (9) Sole Dispositive Power 655,680 ----------------------------------------------------- (10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 655,680 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 6.59% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 3 This Amendment No. 1 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on April 23, 1999 by Michael W. Mims (i) by adding disclosure to Item 4 to reflect that Mr. Mims resigned from his position as a director of American Bingo & Gaming Corp. (the "Issuer") and (ii) by amending Item 5 to reflect that Mr. Mims sold 50,000 of his shares of common stock of the Issuer during May and June, 1999. Item 4. Purpose of Transaction. Effective July 2, 1999, in connection with the resignation of all of the officers and certain of the other directors of the Issuer, Mr. Mims resigned from his position as a director of the Issuer and agreed not to seek or accept nomination or election to the Board of Directors of the Issuer for a period of two years pursuant to the terms of the Severance Agreement attached as Exhibit 1 hereto. ITEM 5. Interest in Securities of the Issuer. The following table presents the number of shares of Common Stock and the percentage of the class beneficially owned by Mr. Mims. Percentage Sole Voting and Shared Voting and Total of Class Dispositive Power Dispositive Power - --------- ---------- ----------------- ----------------- 655,680 6.59% 655,680 None During May and June 1999, Mr. Mims sold 50,000 of his shares of common stock of the issuer in market transactions. ITEM 7. Material to be Filed as Exhibits. 3. Severance Agreement, dated July 2, 1999, by and between Mr. Mims and the Issuer. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 is true, complete and correct. Dated: July 9, 1999 /s/ Michael W. Mims --------------------------- Michael W. Mims EX-99.3 2 SEVERANCE AGREEMENT DATED 7/2/99 1 EXHIBIT 3 SEVERANCE AGREEMENT This Severance Agreement (this "Agreement") is made this 2nd day of July, 1999, by and between Michael W. Mims (hereinafter "Mims") and American Bingo & Gaming Corp. (hereinafter "ABG"). WHEREAS Mims is a member of the Board of Directors of ABG; WHEREAS Mims and ABG have made a joint determination that, subject to certain terms of separation being agreed to between Mims and ABG, it may be in the best interest of Mims and ABG for Mims to resign from the Board of Directors; and NOW, THEREFORE, in consideration of the mutual promises contained herein and the terms set forth below, the parties agree as follows: 1. Resignation. Mims hereby resigns from the Board of Directors of ABG and from any and all other positions held with ABG and its subsidiaries (if any). Furthermore, Mims agrees that he will not seek or accept nomination or election to the Board of Directors of ABG or any of its subsidiaries for a period of two years from the date hereof. 2. Consulting Agreement. The Consulting Agreement between Mims and ABG dated November 9, 1998 is hereby terminated and neither party shall have any further obligations thereunder. 3. Conditions of Agreement. This Agreement is contingent upon, and in consideration of, the simultaneous resignations from ABG's Board of Directors of Jim Hall, Andre Hilliou, George Harrison, Grover Seaton, and Joe Willis, and the election to the Board of Directors of Jeff Minch. In addition, this Agreement is also contingent upon, and in consideration of, the termination of the employment of Nancy Pollick and Richard Kelley with the Company. Furthermore, this Agreement is also contingent upon, and in consideration of, the simultaneous resignation of Andre Hilliou from his positions held as Chairman of the Board, Chief Executive Officer and President of the Company; provided, however, ABG and Mr. Hilliou may enter into an agreement pursuant to which Mr. Hilliou may provide services to ABG to assist with the transition of the Company. 4. Confidentiality. Mims hereby acknowledges, represents and agrees that he will maintain the confidentiality of all information obtained regarding ABG, including but not limited to its operations, management, financial matters, plans and other material data, and that he will not in any fashion, form or manner, either directly or indirectly, divulge, disclose or communicate to any person, 2 firm, corporation or other business entity, in any manner whatsoever, any such confidential information concerning ABG. However, Mims may disclose any information required by law to be disclosed by Mims after Mims has notified ABG of such requirement and given ABG the opportunity to review the information to be disclosed. 5. Mims & Dye Enterprises, LLC. The parties to this Agreement acknowledge that this Agreement has no impact on the existing agreements and business relationships between ABG and Mims & Dye Enterprises, LLC. 6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of South Carolina. 7. Severability. If any provision of this Agreement or any portion of any provision of this Agreement is at any time deemed or declared void, voidable or unenforceable, then such provision or portion of such provision is severable from the remainder of this Agreement and the remainder of this Agreement shall be fully enforced. 8. Further Assurances. The parties shall from time to time promptly execute and deliver such further instruments, documents or papers and perform all acts necessary or proper to carry out and effect the terms and provisions of this Agreement. 9. Counterparts and Fax Signature Pages. It is understood and agreed that this Agreement may be executed in duplicate counterpart originals, each of which shall be deemed an original for all purposes. Signatures need not be in original and a facsimile and/or copy bearing a copied or facsimile signature shall suffice as a binding signature for this Agreement. 10. Supersedes Prior Agreements. It is understood and agreed that this Agreement contains the entire agreement between the parties and supersedes any and all prior agreements and arrangements or understandings between the parties relating to the subject matter hereof. No oral understanding, statements, promises or inducements contrary to the terms of this Agreement exist. This Agreement cannot be changed or terminated orally. -2- 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. WITNESSES: /s/ Cynthia S. Turnipseed /s/ Michael W. Mims - ------------------------------------- ----------------------------------- Michael W. Mims WITNESSES: AMERICAN BINGO & GAMING CORP. /s/ Daniel J. Fritze By: /s/ Daniel W. Deloney - ------------------------------------- ----------------------------------- Name: Daniel W. Deloney Title: Vice Chairman -3- -----END PRIVACY-ENHANCED MESSAGE-----