SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 4)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
Multimedia Games, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
625-453-10-5
-------------------------------------------------------
(CUSIP Number)
Emanuel R. Pearlman
Liberation Investment Group, LLC
330 Madison Ave., 6th Floor
New York, NY 10017
(212) 832-5100
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
With a copy to:
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
One World Financial Center
New York, NY 10281
(212) 504-5555
October 24, 2006
-------------------------------------------------------
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Liberation Investments L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)|_| (b)|X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,543,418
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,543,418
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,543,418
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.62%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Liberation Investments Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)|_| (b)|X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 767,909
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
767,909
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,909
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.79%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Liberation Investment Group LLC
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)|_| (b)|X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,311,327
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,311,327
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,311,327
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.41%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO,IA
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Emanuel R. Pearlman
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)|_| (b)|X|
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
--------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) |_|
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 2,311,327
EACH
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,311,327
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,311,327
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.41%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN, HC
--------------------------------------------------------------------------------
INTRODUCTION
This Amendment No. 4 (this "Amendment") relates to the Schedule 13D filed on
behalf of (i) Liberation Investments, L.P., a Delaware limited partnership
("LILP"); (ii) Liberation Investments, Ltd., a private offshore investment
corporation ("LILtd"); (iii) Liberation Investment Group, LLC, a Delaware
limited liability company and general partner of LILP and discretionary
investment adviser to LILtd ("LIGLLC"); and (iv) Emanuel R. Pearlman, as Chief
Executive Officer and majority member of LIGLLC (collectively, the "Reporting
Persons"), with the Securities and Exchange Commission (the "SEC") on May 30,
2006, as amended by Amendment No. 1 filed with the SEC on June 30, 2006,
Amendment No. 2 filed with the SEC on August 7, 2006 and Amendment No. 3 filed
with the SEC on August 30, 2006 (the "Schedule 13D"), relating to shares of
common stock, $0.01 par value per share ("Common Stock"), of Multimedia Games,
Inc., a Texas corporation (the "Company").
Items 4, 6 and 7 of the Schedule 13D are hereby amended to add the following:
Item 4. Purpose of Transaction.
As previously disclosed, on August 29, 2006, the Reporting Persons filed with
the SEC a preliminary solicitation statement in connection with the solicitation
of requests to call a special meeting of the Company's shareholders (the
"Special Meeting"). Thereafter, the Company and the Reporting Persons held
preliminary discussions about the possibility of discontinuing the solicitation
and mutually agreeing on the appointment of certain individuals to the Board of
Directors of the Company (the "Board"). However, the parties did not reach any
agreement or understanding with respect to such matters. Therefore, the
Reporting Persons filed on October 5, 2006, with the SEC a definitive
solicitation statement (the "Solicitation Statement") and solicited certain
shareholders of the Company to call the Special Meeting. The Reporting Persons
believe that, on approximately October 19, 2006, they received sufficient
requests to call the Special Meeting, assuming that no revocations of such
requests were delivered to the Company. While the Reporting Persons were in the
process of determining the number and validity of the submitted requests,
discussions between the Reporting Persons and the Company continued.
On October 24, 2006, the Company, LILP, LILtd, LIGLLC, Emanuel R. Pearlman and
Neil E. Jenkins entered into an agreement (the "Agreement") in connection with
the matters raised by the Reporting Persons in the Solicitation Statement. The
Agreement provides for the expansion of the Board from five to six directors,
the resignation of Thomas W. Sarnoff from the Board and the addition of Messrs.
Pearlman and Jenkins to the Board. Pursuant to the Agreement, the Reporting
Persons will not call the Special Meeting and will discontinue all actions
seeking to call the Special Meeting and obtain the approval of certain proposals
related thereto. Messrs. Pearlman and Jenkins will, if they choose, be included
on the Board's slate of nominees for the 2007 annual meeting of shareholders, to
be held by April 30, 2007 or as soon thereafter as legally practicable. The
Agreement also provides for the Company's Nominating and Corporate Governance
Committee to engage an executive search firm to identify an additional qualified
independent director. In connection with the Agreement, the Board has adopted a
standing resolution that requires a unanimous Board decision to increase the
number
of directors or fill any vacancy (other than to appoint a successor to Mr.
Pearlman or Mr. Jenkins suggested by the Reporting Persons under the
circumstances specified in the Agreement) so long as certain restrictions
governing the actions of the Reporting Persons remain in effect. These
restrictions will apply until October 31, 2007. However, the restrictions will
terminate on the date of the holding of the vote on the election of directors at
the 2007 annual meeting of shareholders or, if earlier, April 30, 2007, if both
of Messrs. Pearlman and Jenkins (or any successor suggested by the Reporting
Persons who replaces either of them under the circumstances specified in the
Agreement) decline to be included in the 2007 slate of nominees or resign from
the Board for any reason prior to the holding of that vote. In addition, the
restrictions will terminate if Mr. Pearlman or Mr. Jenkins ceases to be a member
of the Board or declines to be included in the 2007 slate for reasons specified
in the Agreement and an independent qualified independent replacement suggested
in good faith by the Reporting Persons to the Company's Nominating and
Governance Committee has not been appointed to the Board and/or added to the
2007 slate within 35 days of the suggestion being made. Under the Agreement, the
Board has also formed a Strategic Review Committee to oversee the Board's
ongoing review of prospective opportunities to enhance shareholder value, which
was initiated earlier this year partly in response to a suggestion from the
Reporting Persons. The Strategic Review Committee will be comprised of the
chairman of the Board and Mr. Pearlman. The Strategic Review Committee will
oversee the strategic review process on behalf of the Board and will interact
with Bear Stearns & Co., Inc. (the Company's exclusive financial advisor for
that review), the Company's chief executive officer and the Company's chief
financial officer for the purpose of advancing the review. Following the
announcement of the Agreement, the Reporting Persons will inform shareholders of
the Company who the Reporting Persons believe have submitted requests to call
the Special Meeting of the terms of the Agreement and the fact that the Special
Meeting will not be held.
The foregoing description of the Agreement is a summary of material provisions
of the Agreement. The Agreement is attached hereto as Exhibit 4 and is
incorporated by reference herein. The rights and obligations of the parties to
the Agreement are governed by the terms of the Agreement and not by this
summary.
On October 25, 2006, the Reporting Persons and the Company issued a press
release in connection with the Agreement. The press release is attached hereto
as Exhibit 5 and is incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The information contained in Item 4 of this Amendment is incorporated by
reference herein.
Item 7. Materials to be Filed as Exhibits.
Exhibit Number Description
-------------- -----------
Exhibit 4 Agreement, dated as of October 24, 2006, among the Company,
LILP, LILtd, LIGLLC, Emanuel R. Pearlman and Neil E. Jenkins.
Exhibit 5 Press release issued on October 25, 2006, by the Reporting
Persons and the Company.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: October 25, 2006
LIBERATION INVESTMENTS, L.P.
By: Liberation Investment Group LLC, general partner
By: /s/ Emanuel R. Pearlman
------------------------
Emanuel R. Pearlman
Chief Executive Officer
LIBERATION INVESTMENTS LTD.
By: /s/ Emanuel R. Pearlman
------------------------
Emanuel R. Pearlman
Director
LIBERATION INVESTMENT GROUP LLC
By: /s/ Emanuel R. Pearlman
------------------------
Emanuel R. Pearlman
Chief Executive Officer
Emanuel R. Pearlman
/s/ Emanuel R. Pearlman
-----------------------
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
Exhibit 4 Agreement, dated as of October 24, 2006, among the Company,
LILP, LILtd, LIGLLC, Emanuel R. Pearlman and Neil E. Jenkins.
Exhibit 5 Press release issued on October 25, 2006, by the Reporting
Persons and the Company.