p12-0300sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A*
(Rule 13d-102)
 
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
 
(Amendment no. 1)*
 
Bally Technologies, Inc.
(Name of Issuer)
 
Common Stock, $0.10 Par Value Per Share
(Title of Class of Securities)
 
05874B107
(CUSIP Number)
 
December 31, 2011
(Date of event which requires filing of this statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
 
(Page 1 of 12 Pages)

______________________________
*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 the disclosures provided in a prior cover page.
 
The information required in 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).
 

 
 

 
CUSIP No.  05874B107
 
13G/A
Page 2 of 12 Pages



     
1
NAMES OF REPORTING PERSONS
    Empyrean Capital Fund, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
586,231
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
586,231
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,231
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.35%
 
12
TYPE OF REPORTING PERSON
PN
 

 

 
 

 
CUSIP No.  05874B107
 
13G/A
Page 3 of 12 Pages



     
1
NAMES OF REPORTING PERSONS                                           
    Empyrean Capital Overseas Master Fund, Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
1,579,761
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
1,579,761
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,579,761
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.64%
 
12
TYPE OF REPORTING PERSON
CO
 


 

 


 
 

 
CUSIP No.  05874B107
 
13G/A
Page 4 of 12 Pages


     
1
NAMES OF REPORTING PERSONS                                                                    
    Empyrean Capital Partners, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
2,165,992
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
2,165,992
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,165,992
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.00%
 
12
TYPE OF REPORTING PERSON
PN
 

 


 
 

 
CUSIP No.  05874B107
 
13G/A
Page 5 of 12 Pages



     
1
NAMES OF REPORTING PERSONS                                                                          
    Empyrean Associates, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
586,231
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
586,231
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
586,231
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.35%
 
12
TYPE OF REPORTING PERSON
OO
 

 

 
 

 
CUSIP No.  05874B107
 
13G/A
Page 6 of 12 Pages



     
1
NAMES OF REPORTING PERSONS                                                                                                 
    Amos Meron
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States & Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
2,165,992
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
2,165,992
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,165,992
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.00%
 
12
TYPE OF REPORTING PERSON
IN
 


 

 
 

 
CUSIP No.  05874B107
 
13G/A
Page 7 of 12 Pages



     
1
NAMES OF REPORTING PERSONS                                                                                                
    Michael Price
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
2,165,992
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
2,165,992
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,165,992
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.00%
 
12
TYPE OF REPORTING PERSON
IN
 


 

 
 

 
CUSIP No.  05874B107
 
13G/A
Page 8 of 12 Pages


This Amendment No. 1 (this "Amendment") amends the statement on Schedule 13G filed on April 8, 2011 (the "Original Schedule 13G" and the Original Schedule 13G as amended, the "Schedule 13G"), with respect to shares of common stock, par value $0.1 (the "Common Stock"), of Bally Technologies, Inc. (the "Company"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G.
 

Item 1 (a).
NAME OF ISSUER.
   
 
The name of the issuer is Bally Technologies, Inc.

Item 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
The Company's principal executive offices are located at 6601 S. Bermuda Rd., Las Vegas, Nevada 89119-3605.

Item 2 (a).
NAME OF PERSON FILING:

 
This statement is filed by:
   
 
(i)
Empyrean Capital Fund, LP ("ECF"), a Delaware limited partnership, with respect to the Common Stock directly held by it;
   
 
(ii)
Empyrean Capital Overseas Master Fund, Ltd. ("ECOMF"), a Cayman Islands corporation, with respect to the Common Stock directly held by it;
   
 
(iii)
Empyrean Capital Partners, LP ("ECP"), a Delaware limited partnership, which serves as investment manager to ECF and ECOMF with respect to the shares of Common Stock directly held by ECF and ECOMF;
   
 
(iv)
Empyrean Associates, LLC ("EA"), a Delaware limited liability company and the general partner of ECF with respect to the shares of Common Stock directly held by ECF; and
   
 
(v)
Messrs. Amos Meron and Michael Price, with respect to the shares of Common Stock directly held by each of ECF and ECOMF.
   
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Common Stock owned by another Reporting Person.

Item 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 
The address of the business office of each of the Reporting Persons is c/o Empyrean Capital Partners, LP, 10250 Constellation Boulevard, Suite 2950, Los Angeles, CA 90067.
 

 
 

 
CUSIP No.  05874B107
 
13G/A
Page 9 of 12 Pages


Item 2(c).
CITIZENSHIP:

 
ECF - a Delaware limited partnership
 
ECOMF - a Cayman Island corporation
 
ECP - a Delaware limited partnership
 
EA - a Delaware limited liability company
 
Amos Meron - United States & Israel
 
Michael Price - United States

Item 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, $0.10 Par Value Per Share (the "Common Stock")

Item 2(e).
CUSIP NUMBER:
   
 
05874B107

Item 3.
IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 
(a)
¨
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
       
 
(b)
¨
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
       
 
(c)
¨
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
       
 
(d)
¨
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
 
(e)
¨
Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
       
 
(f)
¨
Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
 
 
(g)
¨
Parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
 
(h)
¨
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
(i)
¨
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
 
 
(j)
¨
Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
       
 
(k)
¨
Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:_________________________________
   
   
 

 
 

 
CUSIP No.  05874B107
 
13G/A
Page 10 of 12 Pages


Item 4.
OWNERSHIP.

   
The percentages used herein are calculated based upon 43,344,000 shares of Common Stock issued and outstanding, which is the total number of Common Stock issued and outstanding as of October 31, 2011 as reported by the Company in its Form 10-Q for the period ended November 4, 2011.
     
 
A.
Empyrean Capital Fund, LP
     
(a)
Amount beneficially owned:  586,231
     
(b)
Percent of class: 1.35%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  586,231
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition of:  586,231

 
B.
Empyrean Capital Overseas Master Fund, Ltd.
     
(a)
Amount beneficially owned:  1,579,761
     
(b)
Percent of class:  3.64%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  1,579,761
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  1,579,761

 
C.
Empyrean Capital Partners, LP
     
(a)
Amount beneficially owned:  2,165,992
     
(b)
Percent of class:  5.00%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  2,165,992
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  2,165,992

 
D.
Empyrean Associates, LLC
     
(a)
Amount beneficially owned:  586,231
     
(b)
Percent of class:  1.35%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  586,231
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  586,231

 
E.
Amos Meron
     
(a)
Amount beneficially owned:  2,165,992
     
(b)
Percent of class:  5.00%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  2,165,992
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  2,165,992

 
F.
Michael Price
     
(a)
Amount beneficially owned:  2,165,992
     
(b)
Percent of class:  5.00%
     
(c)
(i)
Sole power to vote or direct the vote:  0
       
(ii)
Shared power to vote or direct the vote:  2,165,992
       
(iii)
Sole power to dispose or direct the disposition:  0
       
(iv)
Shared power to dispose or direct the disposition:  2,165,992
 

 
 

 
CUSIP No.  05874B107
 
13G/A
Page 11 of 12 Pages


Item 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
 
This statement is being filed to report the fact that as of December 31, 2011 the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities.

Item 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
 
Not applicable.

Item 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
 
Not applicable.

Item 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
 
Not applicable.

Item 9.
NOTICE OF DISSOLUTION OF GROUP.
   
 
Not applicable.

Item 10.
CERTIFICATION.

 
Each of the Reporting Persons hereby makes the following certification:
   
 
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 

 
CUSIP No.  05874B107
 
13G/A
Page 12 of 12 Pages



SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 14, 2012

 
EMPYREAN CAPITAL PARTNERS, LP
  By: 
 Empyrean Capital, LLC, its General Partner
   
  By:
 /s/ C. Martin Meekins 
  Name:
 C. Martin Meekins
  Title: 
 Authorized Signatory
 
 
 
EMPYREAN CAPITAL FUND, LP
  By:
 Empyrean Capital Partners, LP,
   
 its Investment Manager
  By:
 Empyrean Capital, LLC, its General Partner
   
  By:
 /s/ C. Martin Meekins 
  Name:
 C. Martin Meekins
  Title:
 Authorized Signatory
   
 
EMPYREAN CAPITAL OVERSEAS MASTER FUND, LTD.
  By:
 Empyrean Capital Partners, LP,
   
 its Investment Manager
  By:
 Empyrean Capital, LLC, its General Partner
   
  By:
 /s/ C. Martin Meekins 
  Name:
 C. Martin Meekins
  Title:
 Authorized Signatory
   
 
EMPYREAN ASSOCIATES, LLC
   
  By:
 /s/ C. Martin Meekins 
  Name:
 C. Martin Meekins
  Title:
 Authorized Signatory
   
 
/s/ Amos Meron                                                     
 
Amos Meron
   
 
/s/ Michael Price                                                     
 
Michael Price