UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
AFFINITY GAMING
________________________________
(Name of Issuer)
Common Stock, par value $0.001 per share
________________________________
(Title of Class of Securities)
Not Applicable
________________________________
(CUSIP Number)
Frederick H. Fogel
Silver Point Capital, L.P.
2 Greenwich Plaza, First Floor
Greenwich, CT 06830
203-542-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 15, 2013
________________________________
(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
that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box: o
Note: Schedules filed in paper format shall include a signed original and five copies of theschedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
SCHEDULE 13D
| CUSIP NO. Not Applicable | |
| 1 | NAMES OF REPORTING PERSONS | |
| SPH Manager, LLC | |
| | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)o (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | |
| | OO, WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | Delaware | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* | |
| | 5,047,636 | |
| 8 | SHARED VOTING POWER* | |
| | -0- | |
| 9 | SOLE DISPOSITIVE POWER* | |
| | 5,047,636 | |
| 10 | SHARED DISPOSITIVE POWER* -0- | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | |
| | 5,047,636 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| | | |
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | |
| | | |
| 14 | TYPE OF REPORTING PERSON | |
| | IA, PN | |
*See Item 5.
| The percentages used herein and in the rest of this Schedule 13D/A are calculated based upon 20,226,833 outstanding common units as of September 30, 2012, as reported on the Issuer’s Form 10-Q filed on November 14, 2012. |
| CUSIP NO. Not Applicable | |
| 1 | NAMES OF REPORTING PERSONS | |
| Edward A. Mulé | |
| | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)o (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | |
| | OO, WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | United States | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* | |
| | -0- | |
| 8 | SHARED VOTING POWER* | |
| | 5,047,636 | |
| 9 | SOLE DISPOSITIVE POWER* | |
| | -0- | |
| 10 | SHARED DISPOSITIVE POWER* 5,047,636 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | |
| | 5,047,636 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| | | |
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11)* | |
| | | |
| 14 | TYPE OF REPORTING PERSON | |
| | IN | |
*See Item 5.
| CUSIP NO. Not Applicable | |
| 1 | NAMES OF REPORTING PERSONS | |
| Robert J. O’Shea | |
| | | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)o (b)x |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS | |
| | OO, WC | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |
| | United States | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER* | |
| | -0- | |
| 8 | SHARED VOTING POWER* | |
| | 5,047,636 | |
| 9 | SOLE DISPOSITIVE POWER* | |
| | -0- | |
| 10 | SHARED DISPOSITIVE POWER* 5,047,636 | |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* | |
| | 5,047,636 | |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o |
| | | |
| 13 | PERCENT OF CLASS REPRESENTED IN ROW (11) * | |
| | | |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |
| | IN | |
*See Item 5.
This Amendment No. 7 (“Amendment No. 7”) amends and supplements the statement on Schedule 13D originally filed by the Reporting Persons on May 7, 2012, as amended by Amendment No. 1 filed by the Reporting Persons on October 31, 2012, Amendment No. 2 filed by the Reporting Persons on November 5, 2012, Amendment No. 3 filed by the Reporting Persons on December 14, 2012, Amendment No. 4 filed by the Reporting Persons on February 19, 2013, Amendment No. 5 filed by the Reporting Persons on March 11, 2013 and Amendment No. 6 filed by the Reporting Persons on March 12, 2013 (as amended as of the date hereof, the “Schedule 13D”). Unless otherwise indicated, each capitalized term used but not defined in this Amendment No. 7 shall have the meaning assigned to such term in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented as follows:
On March 15, 2013, SPH Investment delivered a letter to the Issuer, in compliance with the advance notice requirement in the Issuer’s bylaws and pursuant to the applicable provisions of the Nevada Revised Statutes, informing the Issuer of its proposal to nominate five candidates for election to the Board of the Issuer at the Issuer’s 2013 annual meeting of stockholders (the “Annual Meeting”). The nominees are Matthew A. Doheny, Randall A. Fine, Richard S. Parisi, Eric V. Tanjeloff and David D. Ross (collectively, the “Nominees”). SPH Investment also notified the Issuer that, if any of the foregoing persons withdraws or becomes unable to serve as a Nominee, it would propose to nominate Timothy P. Lavelle as a replacement nominee.
SPH Investment also proposed that the Issuer increase the number of directors to be elected at the Annual Meeting from five to seven and, if the Issuer elected to do so, SPH Investment would recommend that the Board nominate and/or recommend for election at the Annual Meeting, and would intend at the Annual Meeting to vote in favor of, a slate of directors consisting of the Nominees and two other members of the incumbent Board, such members to be selected and nominated by the incumbent Board.
The Reporting Persons expect to continue discussions with the Issuer and with a limited number of other stockholders of the Issuer with respect to the foregoing matters. Each of the Reporting Persons reserves the right, in light of its ongoing evaluation of the Issuer’s financial condition, business, operations and prospects, the market price of the common shares, conditions in the securities markets generally, general economic and industry conditions, its business objectives and other relevant factors, to change its plans and intentions at any time, as it deems appropriate.
Item 7. Material to be filed as Exhibits
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Date: March 18, 2013
| | | SPH MANAGER, LLC |
| | | | |
| | | By: | /s/ Edward A. Mulé |
| | | | Name: Edward A. Mulé |
| | | | Title: Member |
| | | EDWARD A. MULÉ /s/ Edward A. Mulé |
| | | ROBERT J. O’SHEA /s/ Robert J. O’Shea |
