SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
Final Amendment to
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1)
OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
DUNES HOTELS AND CASINOS, INC.
(Name of Subject Company--Issuer)
DUNES HOTELS AND CASINOS, INC. ISSUER
GENERAL FINANCIAL SERVICES, INC. BIDDER
GFS ACQUISITION COMPANY, INC. BIDDER
STEVE K. MILLER BIDDER
(Name of Filing Persons) (Status)
COMMON STOCK, $0.50 PAR VALUE 265440 10 7
(Title of Class of Securities) (CUSIP Number of Class of Securities)
Thomas Steele
8441 E. 32nd Street N.
Suite 200
Wichita, Kansas 67226
(316) 636-1070, Ext. 28
(Name, address and telephone number of persons authorized to receive
notices and communications on behalf of filing persons)
Copies to:
Patrick J. Respeliers
Morrison & Hecker L.L.P.
2600 Grand Avenue
Kansas City, Missouri 64108
(816) 691-2600
CALCULATION OF FILING FEE
--------------------------- ------------------------------
Transaction valuation Amount of filing fee
--------------------------- ------------------------------
$487, 348.05 (1) $98.00(2)
--------------------------- ------------------------------
(1) Estimated for purposes of calculating the amount of the filing fee only.
The amount assumes the purchase of all outstanding shares of the Dunes
Hotel and Casinos, Inc.'s Common Stock, $0.50 par value, not owned by
General Financial Services, Inc., GFS Acquisition Company, Inc. or Steve K.
Miller at $1.05 per common share, in accordance with terms of the Offer
described herein. The amount of the filing fee was calculated in accordance
with Rule 0-11(d) under the Securities Exchange Act of 1934.
(2) Previously paid.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[X] going-private transaction subject to Rule 13e-3.
[X] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]
INTRODUCTORY STATEMENT
This Final Amendment amends and supplements the Tender Offer Statement on
Schedule TO, as amended (this "Statement"), relating to a tender offer by Dunes
Hotels and Casinos, Inc., a New York corporation (the "Company"), to purchase
all of the outstanding shares of its Common Stock, $0.50 par value per share
(the "Shares"), tendered pursuant to the tender offer at a purchase price of
$1.05 per Share, net to the seller in cash, without interest, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated October 5,
2001 and the Supplement thereto dated October 31, 2001 (collectively, the "Offer
to Purchase") and in the related Letters of Transmittal, copies of which are
attached hereto as Exhibits (A)(1), (A)(6) and (A)(2) (which together with any
amendments or supplements thereto, collectively constitute the "Offer"). General
Financial Services, Inc., GFS Acquisition Company, Inc. and Steve K. Miller are
"bidders" within the meaning of Rule 14d-1(g)(2) with respect to the offer.
ITEM 8: INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Items 8 and 11 of the Schedule TO is hereby amended by adding the following
language:
At 4:00 p.m., Central Time on Friday, November 30, 2001, the Offer expired.
Based on information provided by the Depositary, 115,053 Shares were validly
tendered and not withdrawn prior to the expiration of the Offer. Prior to the
expiration of the Offer, the Dunes waived all unsatisfied conditions to the
Offer and all validly tendered and not withdrawn shares were accepted, payment
for which will be made promptly. The tendered shares represent approximately
2.6% of the outstanding Shares. The tendered shares will be cancelled and as a
result, Steve K. Miller, indirectly through General Financial Services, Inc. and
GFS Acquisition Company, Inc., will own approximately 91.9% of the Shares.
In addition, as of November 30, 2001, up to 1,000 Shares were defectively
tendered in the Offer. The Company has agreed to accept such tendered shares if
the shareholders subsequently correct such defects. These shares are not
included in the above numbers or percentages.
The Dunes anticipates that as of January 1, 2002, it will have had less
than $10 million of assets as of the end of each of its last three fiscal years
and that it will have fewer than 500 shareholders of record for each of its
Common Stock and Series B Preferred Stock. As a result, the Dunes anticipates
that as of January 1, 2002, it will be able to terminate its registration of the
Common Stock and Series B Preferred Stock under Section 12(g) of the Exchange
Act and suspend its obligation to file periodic reports with the SEC.
2
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: December 10, 2001
DUNES HOTELS AND CASINOS, INC.
By: /s/ Steve K. Miller
----------------------------
Name: Steve K. Miller
Title: President
GENERAL FINANCIAL SERVICES, INC.
By: /s/ Steve K. Miller
----------------------------
Name: Steve K. Miller
Title: President
GFS ACQUISITION COMPANY, INC.
By: /s/ Steve K. Miller
----------------------------
Name: Steve K. Miller
Title: President
/s/ Steve K. Miller
--------------------------------------
Steve K. Miller
3