X0202 4 2004-10-21 0 0000921438 PDS GAMING CORP PDSG 0000946083 FINLEY LONA M B 6171 MCLEOD DRIVE LAS VEGAS NV 89120 1 1 1 0 EVP, Secretary and CAO Common Stock 2004-10-21 4 J 0 208086 D 0 D Common Stock 2004-10-21 4 J 0 893586 D 0 I By spouse. Common Stock 2004-10-22 4 U 0 27000 2.75 D 0 I See footnote Common Stock 2004-10-22 4 U 0 22000 2.75 D 0 I See footnote Common Stock 2004-10-22 4 U 0 11200 2.75 D 0 I See footnote Right to Buy (Common Stock) 1.63 2004-10-22 4 D 0 7500 0 D 1995-11-01 2005-11-01 Common Stock 7500 0 D Right to Buy (Common Stock) 4.16 2004-10-22 4 D 0 7500 0 D 2007-02-28 Common Stock 7500 0 D Right to Buy (Common Stock) 1.75 2004-10-22 4 D 0 25000 0 D 2005-02-01 Common Stock 25000 0 I By spouse. Right to Buy (Common Stock) 2.13 2004-10-22 4 D 0 25000 0 D 2006-02-01 Common Stock 25000 0 I By spouse. Right to Buy (Common Stock) 4.82 2004-10-22 4 D 0 25000 0 D 2007-02-01 Common Stock 25000 0 I By spouse. Prior to the consummation of the going private transaction involving PDS Gaming Corporation (the "Company"), Johan P. Finley, Lona M.B. Finley and a revocable family trust of which Mr. Finley and Mrs. Finley are the sole trustees and beneficiaries (the "Trust") have transferred or sold the following shares of the Company's common stock: (i) the transfer to the Trust by Mrs. Finley of 208,086 shares of common stock owned by her (excluding only those share held in a custodial or fiduciary capacity for her minor children); (ii) the transfer to the Trust by Mr. Finley of 67,332 shares of the PDS common stock owned by him; (iii) sale by the Trust to PDS Holding Co., Inc. of the 275,418 shares of such common stock transferred to it by Mr. and Mrs. Finley for a purchase price of $1.36157 per share; and (iv) the sale by Mr. Finley to PDS Holding Co., Inc. of 826,254 additional shares of common stock, representing the entire balance of such shares owned by him (excluding only those share held in a custodial or fiduciary capacity for his minor children) for a purchase price of $1.36157 per share. Pursuant to the Agreement and Plan of Merger dated as of April 14, 2004, the Company consummated a merger with PDS Acquisition Sub, LLC effective as of October 22, 2004 (5:00 pm CDST) (the "Effective Time") and became a wholly-owned subsidiary of PDS Holding Co., Inc. As of the Effective Time, each outstanding share of the Company's common stock represented the right to receive: (i) a cash payment of $1.25 per share upon the consummation of the merger; and (ii) a nontransferable deferred cash payment right to receive $0.50 per share on each of the first three anniversaries of the closing of the merger, in each case without interest and less withholding taxes, if any (where such amounts may be prepaid subject to a net present value discount). The 27,000 shares, 22,000 shares and 11,200 shares were converted into the right to receive $74,250, $60,500 and $30,800, respectively (where such amounts do not reflect a net present value discount if prepaid). As custodian for minor child under the Uniform Gifts to Minors Act. As trustee for trust for child. Pursuant to the Agreement and Plan of Merger dated as of April 14, 2004, immediately prior to the Effective Time, each option to purchase shares of common stock, whether or not then exercisable or vested, became fully exercisable and vested. At the Effective Time, each option was cancelled, where, as consideration for the cancellation, holders of options are entitled to receive an amount equal to the product of: (i) the excess, if any, of $2.61 over the relevant exercise price; and (ii) the number of shares subject to the option (net of taxes, if any). Johan P. Finley and Lona M.B. Finley have voluntarily elected to forego any cash consideration for the cancellation of their options that they would otherwise be entitled to under the Agreement and Plan of Merger. Granted on 02-28-2002; Exercisable in increments of one-fifth on each of the following dates: 02-28-2003, 02-28-2004, 02-28-2005, 02-28-2006 and 08-28-2006. Granted on 02-01-2000; Exercisable in increments of one-fifth on each of the following dates: 02-01-2001, 02-01-2002, 02-01-2003, 02-01-2004 and 08-01-2004. Granted on 02-01-2001; Exercisable in increments of one-fifth on each of the following dates: 02-01-2002, 02-01-2003, 02-01-2004, 02-01-2005 and 08-01-2005. Granted on 02-01-2002; Exercisable in increments of one-fifth on each of the following dates: 02-01-2003, 02-01-2004, 02-01-2005, 02-01-2006 and 08-01-2006. /s/ Lona M.B. Finley 2004-10-25