SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JACKPOT ENTERPRISES, INC.
_____________________________________________________________________________
(Name of Registrant as Specified in its Charter)
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
5) Total fee paid:
_________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_____________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________
3) Filing Party:
_____________________________________________
4) Date Filed:
_____________________________________________
JACKPOT ENTERPRISES, INC.
1110 PALMS AIRPORT DRIVE
LAS VEGAS, NEVADA 89119
Telephone Number: 702-263-5555
_____________________________
SUPPLEMENT TO
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
AND
PROXY STATEMENT
With respect to Special Meeting of Stockholders
To be Held on September 14, 1999
To the Stockholders of Jackpot Enterprises, Inc.:
Reference is made to the Notice of Special Meeting of Stockholders of
Jackpot Enterprises, Inc. dated July 22, 1999 (the "Original Notice") with
respect to the Special Meeting of Stockholders of Jackpot to be held on
September 14, 1999 (the "Special Meeting"), and the proxy statement of Jackpot
with respect to the Special Meeting which accompanied such Original Notice.
The purpose of this Supplement is to advise you of the following changes
to certain matters concerning the Special Meeting from the description thereof
in the Original Notice.
1. The time and location of the Special Meeting has been changed to
9:00 a.m, local time, on September 14, 1999 at Bally's, Las Vegas, 3645 Las
Vegas Boulevard South, Las Vegas, Nevada 89109.
2. For the reasons described below, Proposals (1) and (2) as set forth in
the Original Notice have been withdrawn by the Jackpot board of directors from
consideration and vote by the Jackpot stockholders. Proposals (3) through (6)
as set forth in the Original Notice remain in effect for consideration and vote
by persons who were Jackpot stockholders as of the close of business on
July 21, 1999, the record date for the Special Meeting.
One of the purposes of the Special Meeting was to consider and vote upon
a proposal to authorize the issuance of shares of Jackpot common stock to be
issued pursuant to the Agreement and Plan of Merger by and among Jackpot, JEI
Merger Corp. and Players International, Inc. dated as of February 8, 1999
("Merger Agreement"). The Merger Agreement provided for the acquisition of
Players by Jackpot through the payment by Jackpot of merger consideration
valued at $8.25 for each share of Players common stock outstanding, consisting
of $6.75 in cash and $1.50 in Jackpot common stock. The consummation of the
merger was subject to, among other conditions, Jackpot obtaining financing
sufficient to consummate the transactions contemplated by the Merger
Agreement.
By letter dated August 15, 1999, Players advised Jackpot that (i)
Players had received an unsolicited offer from Harrah's Entertainment, Inc. to
purchase all the outstanding common stock of Players at an all-cash price of
$8.50 per share without any financing contingency, (ii) Players' board of
directors considered the offer from Harrah's to be a Superior Proposal (as
defined in the Merger Agreement), and (iii) as permitted by the terms of the
Merger Agreement, Players was notifying Jackpot of its intent to terminate the
Merger Agreement on August 19, 1999 and enter into a new merger agreement with
Harrah's. In these circumstances, the Merger Agreement provided that Jackpot
would be entitled to receive a termination fee of $13,500,000. The Jackpot
board of directors, after consideration of the alternatives available to it,
declined to match or exceed the offer made by Harrah's. The termination fee
due under the Merger Agreement was paid to Jackpot on August 19, 1999.
As a result of these events, the Jackpot board has withdrawn Proposal
(1), authorizing the issuance of Jackpot common stock in connection with
merger with Players, and Proposal (2), authorizing an amendment to the Jackpot
articles of incorporation concerning the right to repurchase securities of
Jackpot that was conditioned upon completion of the merger with Players, from
consideration and vote by the Jackpot stockholders at the Special Meeting.
Proposal (3) - Election of Directors, Proposal (4) - An Amendment to Jackpot's
Articles of Incorporation to increase the authorized Common Stock to
60,000,000 shares, Proposal (5) - Stockholder Proposal, and Proposal (6) -
Grant of Jackpot Board Discretionary Authority, remain for consideration and
vote by the Jackpot stockholders at the Special Meeting.
You are cordially invited to attend the Special Meeting. It is
important that your shares be represented at the Special Meeting, whether or
not you plan to attend in person. If you do not expect to attend in person, we
ask that you complete the proxy card which was mailed to you with the Original
Notice with respect to Proposals (3) through (6) and return it in the envelope
that was included therewith. In the event you returned your proxy card
prior to the receipt of this notice and you do not want to change your vote
with respect to any of Proposals (3) through (6), you need not take any
further action. You may revoke your proxy at any time before the proxy holder
votes it at the special meeting in one of three ways: by giving notice of
your revocation either personally or in writing to the Secretary of Jackpot at
our corporate office, by executing and delivering another proxy, or by voting
in person at the Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Alvin J. Hicks
Alvin J. Hicks
Secretary
Las Vegas, Nevada
August 20, 1999