UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
WHG RESORTS & CASINOS INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
929-24B-105
(CUSIP Number)
Sumner M. Redstone
National Amusements, Inc.
200 Elm Street
Dedham, Massachusetts 02026
Telephone: (617) 461-1600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
September 30, 1997
(Date of Event which Requires Filing of this Statement)
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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 this statement / /.
CUSIP No. 929-24B-105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SUMNER M. REDSTONE
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I.R.S. Identification No.
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization United States
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Number of (7) Sole Voting Power
Shares ------------------------------
Beneficially (8) Shared Voting Power 1,729,425*
Owned by ------------------------------
Each (9) Sole Dispositive Power 1,729,425
Reporting ------------------------------
Person With (10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,729,425**
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
28.58%
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(14) Type of Reporting Person (See Instructions) IN
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* Voting power subject to Voting Agreement described in Item 6.
** Includes shares owned by National Amusements, Inc.
CUSIP No. 929-24B-105
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
NATIONAL AMUSEMENTS, INC.
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I.R.S. Identification No. 04-2261332
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) N/A
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e).
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(6) Citizenship or Place of Organization Maryland
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Number of (7) Sole Voting Power
Shares ------------------------------
Beneficially (8) Shared Voting Power 870,975*
Owned by ------------------------------
Each (9) Sole Dispositive Power 870,975
Reporting ------------------------------
Person With (10) Shared Dispositive Power
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
870,975
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11)
14.4%
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(14) Type of Reporting Person (See Instructions) CO
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* Voting power subject to Voting Agreement described in Item 6.
Item 1. Security and Issuer.
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This Amendment No. 1 hereby amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission on April 30, 1997 by Mr. Sumner M.
Redstone and National Amusements, Inc. ("NAI") with respect to the voting common
stock, $.01 par value per share (the "Common Shares"), of WHG Resorts & Casinos
Inc. (the "Issuer"), a Delaware corporation, with its principal executive office
located at 6063 East Isla Verde Avenue, Caroline, Puerto Rico 00979.
Item 5. Interest in Securities of the Issuer.
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Item 5 is amended as follows:
(a) NAI is currently the beneficial owner, with sole dispositive and
shared voting power, of 870,975 shares, or approximately 14.4%,
of the issued and outstanding Common Shares of the Issuer (based
on the number of shares of the Issuer's Common Stock that were
reported by the Issuer to be issued and outstanding as of
September 15, 1997).
(b) Mr. Sumner M. Redstone is currently the beneficial owner, with
sole dispositive and shared voting power, of 858,450 shares, or
approximately 14.18%, of the issued and outstanding Common Shares
of the Issuer (based on the number of Common Shares of the Issuer
that were reported by the Issuer to be issued and outstanding as
of September 15, 1997). In addition, as a result of his stock
ownership in NAI, Mr. Redstone is deemed the beneficial owner
870,975 shares of the issued and outstanding Common Shares of the
Issuer, for a total of 1,729,425 Common Shares, or approximately
28.58% of the issued and outstanding Common Shares of the Issuer
(based on the number of shares of the Issuer's Common Stock that
were reported by the issuer to be issued and outstanding as
September 15,1997).
(c) Ms. Shari Redstone is currently the beneficial owner, with sole
dispositive and voting power of 2,000 shares, or approximately
.03% of the issued and outstanding Common Shares of the Issuer
(based on the number of shares of the Issuer's Common Stock that
were reported by the Issuer to be issued and outstanding as of
September 15, 1997).
(d) Mr. Philippe P. Dauman is currently the beneficial owner, with
sole dispositive and voting power of 1,250 shares, or .02% of the
issued and outstanding Common Shares of the Issuer (based on the
number of shares of the Issuer's Common Stock that were reported
by the Issuer to be issued and outstanding as of September 15,
1997).
(e) Mr. George Abrams is currently the beneficial owner, with sole
dispositive and voting power of 500 shares, or .01% of the issued
and outstanding Common Shares of the Issuer(based on the number
of shares of the Issuer's Common Stock that were reported by the
Issuer to be issued and outstanding as of September 15, 1997).
All shared voting power referred to in paragraphs (a) and (b) of this
Item 5 is pursuant to the Voting Agreement described in Item 6 hereof.
Item 6. Contracts, Arrangements, Understandings
or Relationship to Securities of the Issuer
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In connection with the proposed merger (the "Merger") of the Issuer
with a subsidiary of Patriot American Hospitality Operating Company ("Patriot"),
NAI and Mr. Redstone (i) entered into a Voting Agreement ("Voting Agreement"),
dated as of September 30, 1997, with Patriot and certain of Patriot's
subsidiaries and (ii) delivered affiliate letters to Patriot.
The Voting Agreement provides, among other things, that NAI and Mr.
Redstone grant Patriot irrevocable proxies to vote the shares of the Issuer's
Common Stock beneficially owned by NAI and Mr. Redstone at all meetings of the
Issuer's stockholders, at any adjournments thereof or in connection with any
written consent of the Issuer's stockholders during the Proxy Term (as defined
in the Voting Agreement) as follows:
(i) in favor of the adoption of the Agreement and Plan of Merger (the
"Merger Agreement"), dated as of September 30, 1997, among
Patriot, certain subsidiaries of Patriot and the Issuer and
approval of the Merger and the other transactions contemplated by
the Merger Agreement;
(ii) against (x) any Acquisition Proposal, as that term is defined in
the Merger Agreement, and any proposal for any action or
agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement
of the Issuer under the Merger Agreement or which is reasonably
likely to result in any of the conditions of the Issuer's
obligations under the Merger Agreement not being fulfilled or (y)
any change in the directors of Issuer, any change in the present
capitalization of Issuer or any amendment to Issuer's certificate
of incorporation or bylaws, any other material change in Issuer's
corporate structure or business, or any other action which in the
case of each of the matters referred to in this clause (y) could
reasonably be expected to, impede, interfere with, delay,
postpone or materially adversely affect the transactions
contemplated by the Merger Agreement or the likelihood of such
transactions being consummated; and
(iii) in favor of any other matter necessary for consummation of the
transaction contemplated by the Merger Agreement which is
considered at any such meeting of stockholders or in such
consent, and in connection therewith to execute any documents
which are necessary or appropriate in order to effectuate the
foregoing.
The description of the Voting Agreement set forth above is subject to
and qualified in its entirety by reference to the Voting Agreement, a copy of
which is annexed hereto as Exhibit 99.1 under Item 7 hereof.
Item 7. Material to be filed as Exhibits.
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99.1 Voting Agreement, dated as of September 30, 1997, among Patriot
American Hospitality operating Company, Patriot American
Hospitality Operating Company Acquisition Subsidiary, Patriot
American Hospitality, Inc. and Sumner M. Redstone and National
Amusements, Inc.
99.2 Affiliate Letter, dated as of September 30, 1997, executed by
Sumner M. Redstone.
99.3 Affiliate Letter, dated as of September 30, 1997, executed by
National Amusements, Inc.
EXHIBIT INDEX
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Exhibit Document
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99.1 Voting Agreement, dated as of September 30, 1997, among Patriot
American Hospitality operating Company, Patriot American
Hospitality Operating Company Acquisition Subsidiary, Patriot
American Hospitality, Inc. and Sumner M. Redstone and National
Amusements, Inc.
99.2 Affiliate Letter, dated as of September 30, 1997, executed by
Sumner M. Redstone.
99.3 Affiliate Lette, dated as of September 30, 1997, executed by
National Amusements, Inc.
Signatures
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct. Pursuant to Rule 13d-1(f)(1), each of the undersigned agrees that
this statement is filed on behalf of each of us.
Dated: October 3, 1997 /s/ Sumner M. Redstone
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Sumner M. Redstone,
Individually
National Amusements, Inc.
By: /s/ Sumner M. Redstone
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Sumner M. Redstone
Chairman, President and
Chief Executive Officer