1
|
NAME
OF REPORTING PERSON
DOLPHIN LIMITED PARTNERSHIP I,
L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
276,800
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
276,800
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,800
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
DOLPHIN
FINANCIAL PARTNERS,
L.L.C.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
148,900
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
148,900
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
148,900
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less
than 1%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
DOLPHIN
LIMITED PARTNERSHIP III, L.P.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
WC
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,453,695
|
|
8
|
SHARED
VOTING POWER
- 0 -
|
||
9
|
SOLE
DISPOSITIVE POWER
1,453,695
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0 -
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,453,695
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE
OF REPORTING PERSON
PN
|
1
|
NAME
OF REPORTING PERSON
DOLPHIN ASSOCIATES,
LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
276,800
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
276,800
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,800
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
DOLPHIN HOLDINGS
CORP.
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
276,800
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
276,800
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
276,800
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
DOLPHIN ASSOCIATES III,
LLC
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,453,695
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,453,695
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,453,695
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE
OF REPORTING PERSON
OO
|
1
|
NAME
OF REPORTING PERSON
DOLPHIN HOLDINGS CORP.
III
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,453,695
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,453,695
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,453,695
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.5%
|
||
14
|
TYPE
OF REPORTING PERSON
CO
|
1
|
NAME
OF REPORTING PERSON
DONALD T.
NETTER
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
AF
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
1,879,395
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
1,879,395
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,879,395
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
1
|
NAME
OF REPORTING PERSON
JUSTIN
A. ORLANDO
|
||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) x
(b) o
|
|
3
|
SEC
USE ONLY
|
||
4
|
SOURCE
OF FUNDS
00
|
||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
8
|
SHARED
VOTING POWER
- 0
-
|
||
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
10
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0
-1
|
||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
x
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
||
14
|
TYPE
OF REPORTING PERSON
IN
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item
4.
|
Purpose of
Transaction.
|
·
|
The
Issuer trades at approximately 70% of tangible book
value;
|
·
|
The
Issuer has less than 0.5x Net Debt to LTM
EBITDA;
|
·
|
Analysts
project up to approximately $40 million of 2009 free cash (or over
$1.50/share) available for share repurchases, dividends, debt repayment
and properly structured growth
initiatives;
|
·
|
The
slot/bingo machine segment has generally been the most recession resistant
segment of the market and generates the highest ROI for
operators;
|
·
|
The
Shares continue to be fairly liquid;
and
|
·
|
The
Issuer trades at approximately 1.5x enterprise value to analyst estimated
2009 EBITDA, while comparable companies average 6.3x – a 75%
discount.*
|
·
|
An
appropriate amount to shareholders in the form of open market share
repurchases and/or dividends;
|
·
|
A
significant portion to continued debt
repayment;
|
·
|
An
appropriate portion to properly structured growth initiatives that meet
risk/reward and return on investment
criteria.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Dated: November
6, 2008
|
DOLPHIN
LIMITED PARTNERSHIP I, L.P.
|
|
By:
|
Dolphin
Associates, LLC
General
Partner
|
|
By:
|
Dolphin
Holdings Corp.
Managing
Member
|
|
By:
|
/s/
Donald T. Netter
|
|
Donald
T. Netter
Chairman,
Chief Executive Officer, President and Senior Managing
Director
|
DOLPHIN
LIMITED PARTNERSHIP III, L.P.
|
||
By:
|
Dolphin
Associates III, LLC
General
Partner
|
|
By:
|
Dolphin
Holdings Corp. III
Managing
Member
|
|
By:
|
/s/
Justin A. Orlando
|
|
Justin
A. Orlando
Vice
President, Managing Director
|
DOLPHIN
FINANCIAL PARTNERS, L.L.C.
|
||
By:
|
/s/
Donald T. Netter
|
|
Donald
T. Netter
Manager
|
DOLPHIN
ASSOCIATES, LLC
|
||
By:
|
Dolphin
Holdings Corp.
Managing
Member
|
|
By:
|
/s/
Donald T. Netter
|
|
Donald
T. Netter
Chairman,
Chief Executive Officer, President and Senior Managing
Director
|
DOLPHIN
ASSOCIATES III, LLC
|
||
By:
|
Dolphin
Holdings Corp. III
Managing
Member
|
|
By:
|
/s/
Justin A. Orlando
|
|
Justin
A. Orlando
Vice
President and Managing Director
|
DOLPHIN
HOLDINGS CORP.
|
||
By:
|
/s/
Donald T. Netter
|
|
Donald
T. Netter
Chairman,
Chief Executive Officer, President and Senior Managing
Director
|
DOLPHIN
HOLDINGS CORP. III
|
||
By:
|
/s/
Justin A. Orlando
|
|
Justin
A. Orlando
Vice
President and Managing Director
|
/s/
Donald T. Netter
|
|
DONALD
T. NETTER
|
/s/
Justin A. Orlando
|
|
JUSTIN
A. ORLANDO
|
Class
of
Security
|
Securities
Purchased / (Sold)
|
Price ($)
|
Date
of
Purchase /
Sale
|
Common
Stock
|
27,700
|
3.0694
|
11/03/2008
|
|
Common
Stock
|
15,700
|
3.0375
|
11/04/2008
|
|
Common
Stock
|
10,000
|
2.9564
|
11/15/2008
|
Common
Stock
|
7,300
|
3.9098
|
10/08/2008
|
|
Common
Stock
|
2,700
|
3.8438
|
10/09/2008
|
|
Common
Stock
|
10,000
|
3.0201
|
10/10/2008
|
|
Common
Stock
|
10,000
|
3.9277
|
10/13/2008
|
|
Common
Stock
|
10,000
|
4.3906
|
10/17/2008
|
|
Common
Stock
|
9,400
|
3.0114
|
10/17/2008
|
|
Common
Stock
|
500
|
8.3375
|
10/20/2008
|
|
Common
Stock
|
13,500
|
3.2600
|
10/20/2008
|
|
Common
Stock
|
11,238
|
3.1723
|
10/21/2008
|
|
Common
Stock
|
10,000
|
2.9319
|
10/22/2008
|
|
Common
Stock
|
34,000
|
2.1463
|
10/24/2008
|
|
Common
Stock
|
9,000
|
2.1517
|
10/27/2008
|
|
January
Call Option
($5
Strike Price)
|
20,000
|
0.11035
|
10/28/2008
|
|
Common
Stock
|
10,000
|
2.5430
|
10/29/2008
|
|
Common
Stock
|
39,000 |
2.4911
|
10/30/2008
|
|
Common
Stock
|
12,200 |
2.7152
|
10/31/2008
|
|
Common
Stock
|
5,300 |
3.0705
|
11/03/2008
|