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Bally's Park Place, Inc., In the Matter of the Application for a Casino License and the Application of Bally Manufacturing Corpora- tion for a Casino Service Industry License

Cite As 10 N.J.A.R. 356

Page 1 of 68 View in DJVU

In re Bally's Casino Application
Cite as 10 N.J.A.R. 356
IN THE MATTERS OF THE APPLICATION
OF BALLY'S PARK PLACE, INC., a
New Jersey Corporation, FOR A
CASINO LICENSE AND THE APPLICATION
OF BALLY MANUFACTURING CORPORATION,
a Delaware Corporation, FOR A
CASINO SERVICE INDUSTRY LICENSE.
Decided: March 16, 1981
Approved for Publication By The Casino Control Commission:
April 8, 1988
SYNOPSIS
Bally's Park Place applied to the Casino Control Commission for
a casino license and Bally Manufacturing Corporation applied for a
casino service industry license. The matter was heard by the Casino
Control Commission.
In its decision, the Commission explained that the criteria for
casino licensure (N.J.S.A. 5:12-84, -86 and -89) and service industry
licensure (N.J.S.A. 5:12-92(a), -92(b), -86 and -89) must be affirmative-
ly established by the applicant by clear and convincing evidence. The
clear and convincing standard requires producing a firm belief as the
truth of matters sought to be established. Thus, the test is more than
the civil standard of preponderance of the evidence but less than the
criminal standard of beyond a reasonable doubt.
The Commission first examined the persons who must qualify
under Section 85 as persons who have the ability to significantly
influence or control the operations of the corporate applicant. Those
persons must demonstrate good character, honesty and integrity as
required by Section 89(b)(2). In applying this standard, the Com-
mission is required to make a predictive judgment as to how an
individual will conduct himself in the future based on evidence of past
conduct. Evidence of specific acts should be given more weight in
making this determination than opinion testimony regarding an indi-
vidual's reputation.
Applying these standards, the Commission found that the one
Bally officer and major stockholder, William T. O'Donnell, did not
demonstrate good character and was therefore not qualified. This
determination was based on O'Donnell's past association with individ-
uals with ties to organized crime and on his participation in an attempt
to influence legislators in Kentucky.

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Prior to the hearing, and as a condition for issuance of a tempo-
rary casino license for Bally's, O'Donnell had resigned from his cor-
porate office and agreed to other conditions terminating his influence
as a shareholder. He had, however, requested a determination as to
his qualification. Another major shareholder, Alexander R.A. Wilms,
similarly severed ties to Bally and was not considered during the
hearing as a person who must qualify. No determination was made
as to Wilms' qualification.
The Commission found that 22 individuals other than O'Donnell
and Wilms who were required to qualify did demonstrate requisite
good character and were therefore qualified.
Regarding the corporate applicants, the Commission measured
their integrity by the integrity of the persons controlling the com-
panies. Even if only one person had engaged in improprieties, the
corporate entity would not be qualified if other persons in control
ratified or tolerated the improper conduct. In this case, the Com-
mission found that O'Donnell's conduct did not reflect on the present
management of the corporate applicants. The corporate applicants
had demonstrated requisite good character for licensure. However,
conditions were set out continuing O'Donnell's severance from in-
fluence and control.
Bally's Park Place was granted a conditional casino license and
Bally Manufacturing was granted a conditional casino service industry
license. Both licenses were dependent on O'Donnell, Wilms and the
corporate applicants abiding by conditions set out in the Com-
mission's decision to prevent any influence or control by O'Donnell
and Wilms.
Clive S. Cummis, Esq.; Stanley Tannenbaum, Esq., and Robert A.
Blaime, Esq., for Bally's Park Place, Inc. and Bally Manufac-
turing Corporation (Sills, Beck, Cummis, Radin & Tischman,
attorneys)
Albert E. Janner, Esq,; Anton R. Valukas, Esq., and William D. Heinz,
Esq., for William T. O'Donnell (Jenner & Block, attorneys)
Peter H. Ehrenberg, Esq., and Freda L. Wolfson, Esq., for Alexander
R.A. Wilms and Family (Lowenstein, Santiler, Brochin, Kohl,
Fisher & Boylan, attorneys)
G. Michael Brown, Assistant Attorney General; Robert B. Sturges,
Assistant Attorney General, and Stephen C. Becker, Deputy At-

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torney General, for the Division of Gaming Enforcement
R. Benjamin Cohen, General Counsel; Robert J. Genatt, Senior Assis-
tant Counsel, and David C. Missimer, Assistant Counsel, for the
Casino Control Commission
BY THE CASINO CONTROL COMMISSION:
INTRODUCTION
On February 24, 1978, Bally's Park Place, Inc., a New Jersey
corporation (then known as Bally of New Jersey, Inc.) applied to the
Casino Control Commission for a casino license.' In accordance with
the Casino Control Act, the Commission requested the Division of
Gaming Enforcement ("Division") to conduct a comprehensive in-
vestigation into the qualifications of Bally's Park Place. While the
investigation was in progress, Bally's Park Place proceeded with the
reconstruction of the former Dennis Hotel into a proposed casino
hotel facility involving substantial other new construction upon the
site of the former Marlborough-Blenheim Hotel.
On October 1, 1979, Bally's Park Place formally requested is-
suance of a temporary casino permit pursuant to N.J.S.A. 5:12-95.1,
et seq. After conducting a hearing on this request, the Commission
found that, subject to certain conditions, Bally's Park Place met the
requirements for a temporary casino permit. The Commission then
issued such a permit and a certificate of operation effective December
29, 1979. Bally's Park Place has been operating its casino hotel con-
tinuously since that date. The temporary casino permit expired at
midnight on December 29, 1980.
The statutory requirements for a temporary casino permit are
limited to areas which do not concern the suitability of the corporate
applicant or the suitability of the entities and persons required by law
'Bally's Park Place, Inc., the corporate casino license applicant is a wholly-
owned subsidiary of publicly-traded Bally's Park Place, Inc., a Delaware
corporation. ["Bally's Park Place (Delaware)"]. Bally's Park Place (Delaware)
is in turn an 82.8 percent owned subsidiary of publicly-traded Bally Manufac-
turing Corporation, a Delaware corporation whose principal place of business
is at 2640 West Belmont Avenue, Chicago, Illinois. As will be seen, Bally
Manufacturing Corporation is itself a direct applicant for a casino service
industry license.

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to be qualified for a casino license. However, those deferred suitability
issues are essential to this plenary casino license determination.
In addition to the casino license application of Bally's Park Place,
this Commission must decide the casino service industry license appli-
cation of Bally Manufacturing Corporation, a Delaware Corporation
[hereinafter, at times, "Bally"]. On January 25, 1978, Bally applied
for a casino service industry license seeking authorization to conduct
business directly relating to casino or gaming activity pursuant to
N.J.S.A. 5:12-92(a) and (b). In the usual course, the matter was
referred to the Division for investigation.
On August 12, 1980, the Division filed with the Commission its
"Report" with regard to the application of Bally's Park Place for a
casino license and the application of Bally Manufacturing Corpor-
ation for a casino service industry license. Along with the Report, the
Division filed a "Statement of Issues" emphasizing several matters
which the Division deemed significant. These documents were sub-
mitted by the Division pursuant to its statutory responsibility to
investigate the qualifications of each applicant and to provide all
necessary information to the Commission. N.J.S.A. 5:12-76. Although
they assist the Commission in focusing its inquiry into the qualifi-
cations of the applicants, these documents are not evidence of the
matters stated therein. Nor did the Report and Statement of Issues
initiate the present hearing. The Casino Control Act requires a hearing
on every casino license application and each applicant must meet the
statutory criteria regardless of the tenor of the Division's report. See
N.J.S.A. 5:12-87.
In order to expedite the proceedings and to fairly permit the
parties to prepare for the hearing, five pre-hearing conferences were
conducted. Those conferences resulted in five pre~hearing conference
orders delineating the factual matters which were to be the primary
subjects of the hearing. Essentially, those subjects concern the areas
described in the Division's Report. Further, the applicants and the
Division have entered into limited stipulations of fact relevant to those
areas. These stipulations have been accepted by the Commission. As
to any other factual matters not placed in issue nor actually litigated
during the hearing, it must be assumed that such matters pose no cause
for concern. In this regard, the Commission takes notice of the fact
that the applicants have to date filed numerous documents which
pertain to uncontested matters and which were not introduced at the
hearing. The real task at hand is to determine whether the evidence

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actually developed at this hearing indicates that the applicants are
suitable or not.
The statutory standards which must be applied in deciding the
suitability of Bally's Park Place for a casino license are contained in
sections 84, 86 and 89 of the Act. N.J.S.A. 5:12-84, -86 and -89.
Sections 84 and 89(b) set forth the criteria which the casino license
applicant and the other persons required to be qualified as a condition
of such licensure must affirmatively establish by clear and convincing
evidence. The clear and convincing evidence requirement falls between
the ordinary civil standard of "preponderance of the evidence" and
the criminal standard of "beyond a reasonable doubt." The
preponderance standard means simply that when the record is con-
sidered as a whole the credible evidence renders the existence of the
fact in question more likely than not. In contrast, the familiar criminal
standard means that the trier of fact must not have a reasonable
doubt, that is, one based on the evidence or the lack of evidence. A
reasonable doubt is one which has some justification rather than an
imaginary or possible doubt. The clear and convincing standard is
much higher than the preponderance standard but somewhat less than
the reasonable doubt requirement. Clear and convincing evidence
should produce in the mind of the Commission a firm belief or
conviction as to the truth of the matters sought to be established. In
order to sustain its burden, an applicant must present clear and
convincing proof of the facts upon which the Commission may reach
a reasonable conclusion as to suitability. Further, the Act requires
that four of the five Commission members must concur in any necess-
ary finding for casino licensure. N.J.S.A. 5:12-73(d).
As noted, a casino license applicant must establish by clear and
convincing evidence that it meets the criteria of Section 84 and that
the persons who must be qualified meet the criteria of Section 89(b)
for casino key employees. For Bally's Park Place, a corporate casino
license applicant, the persons required to so qualify are described in
Sections 85(c) and 85(d) of the Act. N.J.S.A. 5:12-85(c) and -85(d).
In determining whether a person is one required to be qualified, the
paramount consideration is whether or not that person has the ability
to significantly influence or control operations of the relevant com-
pany. Under Section 85(c), the following persons connected with
Bally's Park Place must qualify:
(a) each officer:
(b) each director;.

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(c) each person holding any beneficial interest, direct or indirect, in the
securities of the applicant corporation;
(d) any person who in the opinion of the Commission has the ability
to control the corporation or elect a majority of the board of direc-
tors of the corporation, other than a bank or other licensed lending
institution which holds a mortgage or other lien acquired in the
ordinary course of business; and
(e) any lender, underwriter, agent or employee of the applicant corpor-
ation or other person whom the Commission considers appropriate
for qualification.
Under Section 85(d) the officers, directors, lenders, underwriters,
agents, employees and securities holders of Bally's Park Place, Inc.,
(Delaware) (the intermediary company) and Bally Manufacturing
Corporation (the holding company) must qualify to the standards
under Section 89, except residency. See N.J.S.A. 5:12-89. However,
since both the intermediary company (Bally's Park Place, Inc., (Dela-
ware)) and the holding company (Bally Manufacturing Corporation)
are publicly traded corporations, the Commission and the Director
of the Division may agree to waive such qualification requirements
as to any person who is not significantly involved in the activities of
the applicant corporation, Bally's Park Place, and who does not have
the ability to control the holding company or the intermediary com-
pany or to elect one or more directors thereof.
During the pre-hearing conferences, the Division submitted a lit
of persons whom the Division deemed required to be qualified in order
for Bally's Park Place to receive a casino license. The Division also
indicated those individuals to whom it interposed an objection and
the grounds for such objection. These materials were provided to the
Commissioners and the parties. Of the 23 persons ultimately required
to qualify, only William T. O'Donnell drew a specific and express
objection from the Division. Although the Division initially objected
to Alexander R. A. Wilms as well, the Division later agreed to waive
Mr. Wilms as a person required to qualify if certain conditions are
met. These matters are discussed in greater detail below.
As to the licensure standards themselves, Section 84 and 89(b)(2)
establish essentially the same qualification criteria which must be
demonstrated by clear and convincing evidence for the corporate
applicant and the persons to be qualified.
The first such affirmative qualification criterion is that of
"financial stability, integrity and responsibility". N.J.S.A. 5:12-84(a);
N.J.S.A. 5:12-89(b). The second affirmative qualification criterion
appears in Section 84(c) and in Section 89(b)(2). Although the wording

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of the two sections is not precisely the same, the difference is without
consequence. A casino license applicant or a person required to qual-
ify must demonstrate "by clear and convincing evidence ... repu-
tation for good character, honesty and integrity", N.J.S.A.
5:12-89(b)(2). Although literally this language refers to "reputation",
the Commission has previously held the basic standard to be the actual
character and trustworthiness of the individual. See In the Matter of
the Application of Resorts International Hotel, Inc., .for a Casino
License, (1979) Opinion at pp. 8-9. Of course, reputation is an ac-
cepted indicator of character and an applicant would be obliged to
convincingly dispel any negative reputation evidence. 2 The third af-
firmative qualification criterion requires the applicant or qualifying
person to demonstrate, by clear and convincing evidence, "sufficient
business ability and casino experience as to establish the likelihood"
that the applicant will create and maintain "a successful, efficient
casino operation", or that the qualifying person will achieve "success
and efficiency in the position involved", N.J.S.A. 5:12-84(d); N.J.S.A.
5:12-89(b)(3). A fourth affirmative criterion applies only to the casino
license applicant which must establish the "integrity and reputation"
of all financial investors or lenders whose investments or loans are
related to the Atlantic City casino hotel project. N.J.S.A. 5:12-84(b).
As previously indicated, in addition to the casino license appli-,
cation of Bally's Park Place, the Commission must also rule upon the
casino service industry license application of Bally Manufacturing
Corporation. This corporation seeks to provide goods or services to
New Jersey casinos which directly relate to casino or gaming activity.
More precisely, this company is a manufacturer and supplier of gam-
ing equipment. Thus, the suitability standards to be satisfied by Bally
Manufacturing Corporation in order to obtain a casino service indus-
try license are those set forth in Sections 92(a) and 92(b), 86 and 89
of the Casino Control Act. N.J.S.A. 5:12-92(a), -92(b), -86 and-89.
Under Section 92(b), Bally Manufacturing Corporation, as well
as its owners, management and supervisory personnel and other prin-
cipal employees must qualify under standards, except residency, estab-
2A fuller explanation of the licensing criteria and the decisional process is
contained in the written instruction provided by the presiding officer, Vice-
Chairman Danziger, to the Commission members for their guidance. The
instruction has been transcribed in the record and need not be restated at
length here. It suffices to note that the Commission followed the guidelines
in reaching its decision.

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lished for qualification of a casino key employee under Section 89
of the Act. The affirmative qualification criteria of this section have
been set forth above. The so-called negative or disqualification criteria
of Section 86 are also incorporated by reference in Section 89.
N.J.S.A. 5:12-89(d). As to the persons who must meet these criteria
as part of the Bally casino service industry license application, they
will be considered together with the group of individuals who must
similarly qualify as part of the Bally's Park Place casino license appli-
cation.
Simply stated, the task of the Commission on these applications
is to determine whether Bally, Bally's Park Place and the persons
required to individually qualify have convincingly demonstrated the
positive attributes required by the Act? In its investigative report and
its "Statement of Issues" the Division directed the attention of the
Commission to several areas of concern. Each of the significant areas
were fully explored at the hearing. At the conclusion of this proceed-
ing, the Division objected to William T. O'Donnell as a person who
must qualify for both the casino license application of Bally's Park
Place and the casino service industry license application of Bally
Manufacturing Corporation. Further, the Division objected to both
companies as being generally unfit for licensure. A review of the
lengthy record and the voluminous exhibits reveals that Mr.
O'Donnell either initiated the most important events in question or
bore direct responsibility for them in his role as Bally's undisputed
leader. Put differently, to recount Mr. O'Donnell's activities is to
recount the relevant history of Bally. Thus, we address ourselves first
to Mr. O'Donnell's suitability and the suitability of the other "quali-
fiers". Thereafter, we consider the suitability of the corporate entities.
II. PERSONS REQUIRED TO QUALIFY
A. WILLIAM T. O'DONNELL
1. INTRODUCTION
William T. O'Donnell who presently resides in Winnetka, Illinois,
was born on September 26, 1922, in Chicago, and was educated at
koyola Academy and Sullivan High School in Chicago. He left high
There is no allegation that any of these entities or individuals falls under
one or more of the disqualifying or negative criteria of Section 86. N.J.S.A.
5:12-86.

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school before graduation to help support his family. From 1943 to
1945 he served in the United States Marine Corps. Early in 1946
William O'Donnell became employed by Lion Manufacturing Com-
pany in the purchasing department. Approximately six to eight
months later he moved to the sales department. By the mid 1950's
he had become the sales manager and by late 1950's the general sales
manager.
Lion Manufacturing had been founded in the 1920's by Raymond
J. Moloney, primarily as a mail order business. In 1931 the company
was incorporated and began manufacturing a pinball machine known
as the "Bally-hoo". During the 1940's and 1950's Lion produced and
sold pinball machines and various other types of coin operated ma-
chines (including, until about 1949, slot machines), primarily for
domestic consumption.
In 1958 Mr. Moloney died and his estate, which included Lion
Manufacturing, was placed in trust with the American National Bank
and Trust Company of Chicago as administrator. William O'Donnell
was one of five directors of Lion appointed by American National.
In 1962 American National advised the Lion directors that it intended
to liquidate the assets of Lion since the company was not then profit-
able and since American National felt that liquidation was in the best
interests of the estate. Mr. O'Donnell requested, and American Na-
tional granted him, the opportunity to raise the necessary money to
purchase the assets of Lion. Ultimately, Mr. O'Donnell succeeded in
assembling a small group of investors who acquired the assets of Lion
on June 17, 1963, from the estate of Mr. Moloney for $1.2 million.
In March 1968, Bally Manufacturing Corporation was in-
corporated, and in April 1968, Lion was merged into Bally. In 1969,
Bally made its initial public offering of common stock, and in 1971
Bally made a second public offering of common stock. In August
1975, Bally's, stock began to be traded on the New York Stock
Exchange.
Bally is today a publicly-traded corporation. The approximately
25,500,000 shares of common stock of the company are distributed
amongst approximately 22,676 stockholders of record and approx-
imately 65,000 beneficial owners. In addition, approximately $35
million of 6 percent convertible subordinated debentures due 1998 are
owned by 369 holders of record. Bally's principal business involves
the design, manufacture, sale and distribution of slot machines, Ger-
man gaming machines, various types of pinball machines, arcade-
amusement games and other related products. Bally-owned dis-

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tributors sell these and competitive lines of machines, as well as types
of coin-operated equipment which Bally does not itself manufacture.
Bally operates 209 arcade-amusement centers in 37 states and leases
coin-operated products and equipment, including slot machines. Since
December 29, 1979, a majority-owned subsidiary has operated a
casino hotel in Atlantic City. Products manufactured by Bally are
distributed throughout the world by a network of distributors, includ-
ing distributors which are wholly-owned or majority-owned
subsidiaries of Bally. Distributors of Bally's products market such
products through approximately 70 locations in the United States and
Canada and approximately 20 locations abroad. 18 distribution lo-
cations in the United States and 6 locations in other countries are
maintained by wholly-owned or majority-owned subsidiaries of Bally.
As of December 31, 1979, Bally had total assets of $602 million. For
the first three quarters of 1980, Bally's revenues were $347 million,
net income was $38.6 million and earnings per share were $1.45.
Until December 1979, Mr. O'Donnell was president, chairman
of the board of directors and chief executive officer of Bally. At that
time, investigative concerns relating to Mr. O'Donnell's suitability
were expressed by the Division with regard to the application of
Bally's Park Place for a temporary casino permit. As part of an
agreement among Bally Manufacturing Corporation, Bally's Park
Place (Delaware), Bally's Park Place and Mr. O'Donnell, dated De-
cember 5, 1979, Mr. O'Donnell resigned as president, chairman of
the board, employee and director of Bally and all its subsidiary com-
panies. He agreed not to exert any influence or control over Bally
and its subsidiary companies. Additionally, he further agreed to ex-
ecute an irrevocable voting trust with regard to all his shares of stock
in Bally Manufacturing Corporation and in Bally's Park Place (Dela-
ware). The voting trustees are authorized and directed to vote Mr.
O'Donnell's shares in accordance with the majority of the shareholder
votes cast in any particular election by the shareholders. Finally, Mr.
O'Donnell agreed that: (1) upon a Commission finding of non-qualifi-
cation as to him, he would promptly submit to the Commission for
approval a plan of divestiture of his stock; and (2) upon final ad-
judication of a Commission finding of non-qualification as to him,
he would divest himself of the stock of Bally and its subsidiaries owned
by him. This agreement was made a condition of the temporary casino
permit issued to Bally's Park Place, effective December 29, 1979. Mr.
O'Donnell is the largest single stockholder of Bally. In addition, he
owns stock in Bally's Park Place, (Delaware). Mr. O'Donnell was,

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up until the time of his resignation, the acknowledged leader and
prime mover of the Bally group.
As an officer, director, major stockholder and principal employee
of Bally and some of its subsidiaries, William O'Donnell clearly would
have been a person who must individually be qualified for approval
as a casino key employee (except for New Jersey residence) in order
for Bally's Park Place to be eligible to hold a casino license. While
Mr. O'Donnell has resigned from these positions and placed his stock
in a voting trust, all parties to this proceeding, including Mr.
O'Donnell, seek a determination as to his qualification. In any event,
by virtue of the history of Mr. O'Donnell's relation to Bally, his
significant stock interests and his intent to return to a position of
control should he be found to be qualified, he is a person whom the
Commission considers appropriate for qualification. N.J.S.A.
5:12-85(c) and (d). For these reasons, Mr. O'Donnell also falls into
the group of "owners, management and supervisory personnel" who
must meet the same high standards as part of the application of Bally
Manufacturing Corporation for a gaming-related casino service indus-
try license. See N.J.S.A. 5:12-92(b). Mr. O'Donnell, therefore, has the
affirmative responsibility to establish by clear and convincing evidence
his "financial stability, integrity and responsibility", his "good charac-
ter, honesty and integrity", and his "business ability and casino ex-
perience". N.J.S.A. 5:12-89(b).
With regard to Mr. O'Donnell, the bulk of the evidence presented
to the Commission relates to the licensure criterion of "good charac-
ter, honesty and integrity". The Act requires the Commission in
determining an individual's "good character, honesty and integrity"
to examine, among other factors, that individual's "family, habits,
character, criminal and arrest record [if any], business activities,
financial affairs and business, professional and personal associates".
N.J.S.A. 5:12-89(b)(2).
In order to determine whether an individual is in fact qualified,
this Commission must make a judgment as to how that individual
will conduct himself in the future. The need to make that predictive
judgment, in turn, requires investigation of what has been denoted
the individual's "character". This character inquiry is not undertaken
to pass moral judgment on a person's behavior or to punish past
wrongs. Rather, the good character standard has been established
under the Casino Control Act because of its clear and close rela-
tionship to the paramount objective of an honest and efficient casino
industry. See N.J.S.A. 5:12-1(b)(7) and (15). The good character re-

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quirement heads off the risk of wrongdoing. It assures to the extent
practicable honest performance. It meets the public expectation that
casinos and the industries which directly serve them will be operated
by individuals of unquestionable honesty and integrity.
"Good character" is a concept used repeatedly in legal as well
as everyday affairs. It is demanded in sundry situations, including,
among others, business, personal and governmental relationships. A
person's "character" is usually thought to embrace "all his qualities
and deficiencies regarding traits of personality, behavior, integrity,
temperament, consideration, sportsmanship, altruism, etc., which dis-
tinguish him as a human being from his fellow men". Mester v. United
States, 70 F. Supp. 118, 122 (E.D. NY. 1946), aff'd 332 U.S. 749 (1947).
Because of its generality, the subject defies a cataloguing of all con-
ceivable facts and factors which define the standard. When viewed
in a vacuum, the concept loses all significance. The standard, however,
draws specificity from each setting and from the particular objectives
sought to be achieved. Trap Rock Industries v. Kohl, 59 N.J. 471,483
(1971) cert. den. 405 U.S. 1065 (1972). So here, the nature of the
subject, that is, the suitability to participate in the sensitive casino
gaming industry in New Jersey, itself supplies concreteness to the
concept of "good character". The demand is for a party who will
perform honestly and whose record does not suggest a lack of that
essential integrity. Hence, we must look to an individual's past con-
duct as a guide to how that individual is likely to operate a casino
facility in the future.
In an effort to meet his statutorily imposed burden, Mr.
O'Donnell produced evidence in support of his good character, hones-
ty and integrity. Witnesses having substantial backgrounds in law
enforcement testified as to Mr. O'Donnell's good character, honesty
and integrity. David P. Schippers, a former head of the Chicago Strike
Force, whose prior testimony was placed in evidence, stated that at
no time had he received "information indicating that any of the
officers or agents of that firm [Bally] were directly or indirectly in-
volved in organized crime". Mr. William F. Beane, the former FBI
Special Agent in Charge for Chicago, testified that he had personally
reviewed the FBI files on Bally and Mr. O'Donnell and that he "would
be willing to put [his] 28 years in the Bureau on the line and go to
work for them". The Commission also heard the testimony of Thomas
A. Foran, a former United States Attorney with an impressive record
of prosecuting organized crime, who testified that when he asked the
FBI for a report on Mr. O'Donnell, he was told that "Bill O'Donnell

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was as straight as an arrow and was extremely helpful to the Bureau".
James M. Rochford, Bally's Vice President of Corporate Security and
a former Superintendent of Police for the City of Chicago, described
Mr. O'Donnell as "absolutely honest" and "a man of his word and
when he says something you can bet your life on it".
Numerous bankers and other members of the financial communi-
ty gave their opinions of Mr. O'Donnell's good character and testified
to his good reputation in the financial community. These included:
J. Joseph Anderson, Senior-Vice President of Continental Illinois
Bank and Trust Company; Alan Stults, Honorary Chairman of the
Board, and Robert Engelman, Jr., Executive Vice President, both of
American National Bank and Trust Company of Chicago; Samuel W.
Sax, Chairman of the Board of the United of America Bank; and Lee
S. Isgur of Paine Webber.
Other witnesses testified as to Mr. O'Donnell's good character
and his reputation in the community where he lives and works. Two
Jesuit priests, the Reverend Lawrence Reuter, president of Loyola
Academy (a private secondary school operated by the Society of
Jesus), and the Reverend John H. Reinke, Chancellor of Loyola
Univeristy in Chicago, stated that Mr. O'Donnell's reputation in the
community where he lives and works is "very favorable" and "impec-
cable". In addition, the Honorable Abraham L. Marovitz, Senior
Judge of the United States District Court for the Northern District
of Illinois, testified that Mr. O'Donnell's reputation in the community
is that of "an honest, decent man and member of our community".
Judge Marovitz also testified that in his own opinion, Mr. O'Donnell
is "a very excellent human being". Still other witnesses, such as Mary
Mitchell and Walter Wojtaszek, testified as to good deeds done by
Mr. O'Donnell during his lifetime.
In examining the whole man and the entire circumstances in
which he performed, the Commission must carefully consider all of
the testimony regarding Mr. O'Donnell's character, honesty and inte-
grity. Several individuals with impeccable credentials willingly came
forward to praise Mr. O'Donnell's candor, honesty, generosity and
compassion. Based either on their personal contacts with Mr.
O'Donnell or on law enforcement sources available to them, these
witnesses were aware of no reason to doubt that Mr. O'Donnell is
an upright, trustworthy and law abiding businessman.
Due regard must be given to such positive opinion and reputation
testimony. However, in determining the proper weight to accord this
evidence, the Commission must consider not only the relationship of

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each witness to Mr. O'Donnell and Bally but, more importantly, the
reliability and scope of the basis on which the opinion or reputation
testimony rests. In point of fact, none of the character witnesses
produced by Mr. O'Donnell exhibited knowledge of all the significant
information regarding his activities and associations which has now
been brought to the attention of this Commission. Thus, with the
opinion and reputation testimony in mind, the Commission must
scrutinize the entire record to reach its own conclusion as to the
character of Mr. O'Donnell.
Since the bulk of the evidence concerned specific acts and events
in which Mr. O'Donnell was personally involved or for which he was
directly responsible, a threshold question arises as to the relative value
of specific act evidence, opinion testimony and reputation in judging
character, honesty and integrity. Again the latter two types of evidence
may not be ignored. However, if the Commission finds that an in-
diviudal engaged in certain conduct which, under all the circumstances
and in light of all the relevant evidence, indicates character flaws or
shortcomings, the insights thus obtained would naturally deserve
greater weight than contrary favorable proofs in the form of opinion
or reputation evidence. Evidence of specific acts provides "the most
decisive revelation of character". McCormick, Evidence, ?187 at 443
(2 ed. 1972). Although true character can never be viewed directly,
it is manifested by the actual behavior of the individual. Opinion and
reputation, when accurate, are themselves nothing more than the
residue of an individual's conduct. Quite simply, it is a theorem long-
since proven by human experience that actions speak louder than
words.
The Division of Gaming Enforcement has recommended that the
Commission find William T. O'Donnell to be unsuitable for qualifi-
cation. In so recommending, the Division points to evidence of specific
acts and events which assertedly belie the favorable opinion and
reputation testimony and raise serious questions about Mr.
O'Donnell's character. Thus, the Commission is required to determine
whether Mr. O'Donnell's actions, viewed in the context in which they
occurred, do disclose a lack of fitness. While the record is too volumin-
ous to permit a detailed recitation of the proofs regarding Mr.
O'Donnell's behavior, the Commission has taken pains to carefully
assess all the pertinent evidence. We now proceed to comment upon
these matters which we deem most significant.

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2. GERARDO CATENA
Shortly after he began working for Lion in 1946, Mr. O'Donnell
became acquainted with a company known as Runyon Sales, which
was for many years the largest distributor for Lion, having exclusive
rights to the New York, New Jersey and Connecticut areas. (In the
coin machine business, the distributor is the entity which purchases
the product from the manufacturer, and in turn sells it to the operator,
who is the ultimate owner of the equipment). Mr. O'Donnell was in
frequent contact during that period with Runyon Sales' principals
including Abe Green, with whom he became friends. Mr. O'Donnell
also had telephonic and personal contact during this period with
Barnet Sugarman, a partner in Runyon Sales. On a visit to Runyon
Sales in the middle 1950's Mr. O'Donnell was introduced to Gerardo
Catena, whom he knew to be associated with Runyon.
Sometime in the early 1950's, Mr. O'Donnell had heard rumors
that both Catena and Joseph "Doc" Stacher were connected with
Runyon Sales. He had also learned at that time, from a Dun and
Bradstreet report, that Runyon Sales was reputed to have hoodlum
or unsavory connections. At that point Mr. O'Donnell had asked Abe
Green if Catena or Stacher were Green's partners. Green had replied
that Stacher had been, but was no longer, and that Catena still was
a partner.
In point of fact, during the period from 1950 to 1965 Gerardo
Catena was the subject of numerous governmental and media reports
in the public record, all of them negative and all referring to his
organized crime affiliations. One particular example involved the so-
called Apalachin meeting in 1957, in which Catena was stopped in
a car along with Russel Bufalino and Vito Genovese. The matter
generated substantial publicity. Based upon this and other factors, the
reputation of Gerardo Catena was that he was a member of organized
crime. Catena's reputation was, in the words of the Nevada Gaming
Commission, of a "notorious and unsavory" nature.
In 1962, four years after the death of Lion's founder, Raymond
Moloney, American National Bank and Trust Company of Chicago
("American National"), the administrator of Mr. Moloney's estate,
stated its intent to liquidate the assets of [ion. Mr. O'Donnell sought
an opportunity to raise the necessary money to purchase [ion. Mr.
O'Donnell made unsuccessful attempts (a) to persuade American Na-
tional to finance the purchase of [ion; (b) to persuade the Moioney
family to keep the company together; and (c) to purchase Lion's assets

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in conjunction with R.F. Jones (a San Francisco-tased Bally dis-
tributor). Thereafter, Mr. O'Donnell turned to Abe Green of Runyon
Sales, with whom such a proposal was discussed at a dinner meeting
in Chicago. At that point in time Mr. O'Donnell knew that Green
was a partner with Gerardo Catena in Runyon Sales, that Green and
Catena were also partners in other businesses, and that Catena was
reputed to be a hoodlum.
Green indicated interest in Mr. O'Donnell's proposal, and in 1963
contacted Sam W. Klein concerning the purchase of Lion. Klein was
already acquainted with both Green and Catena since, as O'Connell
learned later, Klein had met Catena and had attempted to purchase
Runyon Sales in 1960. Klein brought in Louis M. Jacobs, a principal
of the Emprise Corporation, who, in turn, contacted Frank J. Prince.
Another investor was Barnet Sugarman. As noted, Mr. O'Donnell
knew Mr. Sugarman to be a partner in Runyon Sales. Green and
Sugarman also brought in Irving Kaye, who was known to Mr.
O'Donnell and who was an owner of the Irving Kaye Company along
with Green, Sugarman, and Catena.
The named individuals formed a corporation, K.O.S. Enterprises,
which in June of 1963 acquired the assets of Lion for approximately
$1.2 million. The principals of K.O.S. were at that time divided into
two groups: (1) the O'Donnell group, consisting of Messrs.
O'Donnell, Kaye, Green, and Sugarman; and, (2) the Klein group,
consisting of Klein, Jacobs, and Prince. Klein and Jacobs subsequent-
ly purchased Prince's shares.
In March of 1964 Barnet Sugarman died. Mr. O'Donnell testified
that he then first learned that Catena had a hidden ownership interest
in kion. Specifically he was advised that Sugarman and Abe Green
had each acquired one-half of their respective interests in K.O.S.
Enterprises for the benefit of Catena. At that point Catena and Green
purchased what had been Sugarman's interest in K.O.S. from his
widow. Thereafter Green told Mr. O'Donnell that Catena was getting
older and wanted to liquidate his assets. Mr. O'Donnell was interested
in buying out Catena because of his reputation and prior hidden
ownership of Lion. By this time, Catena's underworld reputation as
the underboss of the Vito Genovese crime family was well documented
publicly. In July of 1965, an agreement was signed whereby Mr.
O'Donnell purchased some of Green's record shares of Lion. This
agreement was intended to buy out Catena's interest in the company,
although it contains no reference to Mr. Catena or any other third
party.

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In the meantime, in October of 1964, a partnership was formed
for the purpose of purchasing the real estate on which the Lion
premises were located. This was the 2640 West Belmont Avenue
Partnership, and consisted of all the shareholders of Lion, those then
being Messrs. O'Donnell, Klein, Kaye, Green and Jacobs. Although
Mr. O'Donnell had learned prior to that time that Green had fronted
for Catena in the purchase of Lion and in the Irving Kaye Co., he
recalls making no inquiry of Green as to whether he was fronting for
Catena in the real estate partnership as well.
Green himself remained a partner of Catena in Runyon Sales
until late 1970 and Runyon Sales was retained as the exclusive Bally
distributor in the New York, New Jersey, and Connecticut areas until
at least 1974, when it was nominally replaced by Coin-Op. Although
Mr. O'Donnell had "some concern" over Bally's use of a distributor
partly owned by Catena, such concern was not acted on in any way
other than for O'Donnell to occasionally express such concern to
Green.
Green did not buy Catena out of Runyon Sales until December
of 1970 at a time when Catena was in prison for contempt of the New
Jersey State Commission of Investigation. During the period from
1970 to 1975, Catena was confined continuously in New Jersey for
his contemptuous refusal to answer questions put to him by the State
Commission of Investigation concerning organized crime activities,
following a grant of testimonial immunity.
According to Mr. O'Donnell, irving Kaye first learned in March
of 1964 that Green and Sugarman had been fronting for Catena in
the irving Kaye Co. Kaye nevertheless knowingly remained a partner
of Catena in that company until 1971. This was despite suggestions
from Mr. O'Donnell that Kaye, who, was a vice president of Bally
during this period, should buy out Catena because of Catena's repu-
tation.
Meanwhile, Bally Manufacturing Corporation was incorporated
in 1968. In 1966 the Jacobs interests were purchased by the Klein and
O'Donnell groups. Thereafter, in 1968, Bally Manufacturing Corpor-
ation was formed and Lion was merged into Bally. The resulting
equity structure of Bally remained substantially unchanged from the
Lion ownership until Bally's initial public securities offering in 1969.
By this time, Mr. O'Donnell's ambitions for Bally had begun to
be realized. In a period of just four years, Bally had become so
dominant in the Nevada slot machine market that, in 1968, Bally sold
over 90 percent of the new slot machines in that State. Mr. O'Donnell

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attributed this near sales monopoly to the superiority of the com-
pany's product.
The evidence before us suggests that during the 1960's there were
hidden ownership interests in a group of casinos in Nevada, including
the Sands, Flamingo, Freemont, and Horse Shoe, to which Bally
supplied its slot machines. Hidden profits were reportedly skimmed
out of these casinos, and some were ultimately funnelled from Las
Vegas to New Jersey where they were shared by, among others,
Gerardo Catena. Michael "Mickey" Wichinski, who was Bally's first
successful Nevada slot machine distributor during the 1960's, had a
familial relationship with Catena by virtue of the marriage of
Wichinski's nephew to Catena's daughter. Wichinski had been re-
ferred to Mr. O'Donneil by Abe Green. Wichinski himself held a
percentage ownership in the Sands Hotel, which was one of the first
Nevada casinos to which Bally sold slot machines, and Wichinski
received commissions for all these sales. Wichinski also became an
investor along with Mr. O'Donnell in the Westronics Co. in or about
1965 and remains so to this day.
In 1971 Bally made a second public offering of its stock. A
portion of the proceeds therefrom were used to redeem the shares
owned by Abe Green and his family. This was prompted by earlier
discussions with Nevada authorities concerning Bally's contemplated
bid for public registration there. Nevada officials indicated to Mr.
O'Donneil that Bally would have difficulty being licensed as long as
Green was associated with the company. Pursuant to an agreement
with Bally, Irving Kaye also disposed of a quantity of his stock and
used the proceeds to buy out the record and beneficial interests then
held by Green, Catena and Mrs. Catena in various companies in which
maye was an owner.
Subsequent to the 1971 public offering, the only remaining share-
holders of Bally who had participated in the 1963 acquisition of [,ion
were Irving Kaye, Sam Klein, and William O'Donnell. In 1975, Kaye
was denied a gaming license in Nevada based upon his "numerous
business relationships over a period of years with Gerardo Catena,
a person of notorious and unsavory reputation". Kaye subsequently
resigned as an officer of Bally and sold his stock. Kaye died in 1977.
In 1976, Klein's probationary licensure was revoked by Nevada, and
Klein was ordered to resign from Bally and divest himself of his stock,
although his continued partnership with Mr. O'Donnell in the 2640
West Belmont Avenue Partnership was left, and remains to this day,
undisturbed. These events now leave William O'Donnell as the only

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remaining shareholder of Bally who participated in the acquisition of
Lion.
From these facts it is apparent that, in order to acquire Lion
Manufacturing in 1963, William O'Donnell entered into partnership
with individuals (Green and Sugarman) "fronting" for Gerardo
Catena, who was then known to Mr. O'Donnell as a member of
organized crime. Mr. O'Donnell was made aware that Green,
Sugarman and Kaye were partners with Catena in numerous business
ventures. Moreover, another of the K.O.S. partners, Sam Klein, turn-
ed out to be too tolerant of the disreputable Gerardo Catena. Ne-
vada's 1976 revocation of Klein's probationary license followed his
being observed in May of 1976 playing golf in Florida with Catena.
These relationships occurred, for the most part, at the very inception
of what was to become a highly successful gaming enterprise led by
Mr. O'Donnell. They were conceived as a result of his calculated
business judgments which, from a strictly commerical point of view,
proved well-founded. They were cultivated by Mr. O'Donnell,
through the years, despite his notice and increasing awareness of facts
that should have counseled him to immediately sever these potentially
corruptive influences. Illustrative is the fact that although Catena's
interest in Bally (then Lion) was bought out in 1965, Bally nevertheless
continued a business relationship with Runyon Sales until at least
1974, and that until 1971, Catena continued his part ownership of
Runyon. Moreover, to this very day, William O'Donnell remains a
partner of Sam Klein's in the 2640 West Belmont Building Partnership
which leases to Bally the p'remises on which its main factory in
Chicago is located.
3. DINO CELLINI
Another questionable and disturbing association which William
O'Donnell was instrumental in formulating was one with Dino Cellini,
whom this Commission has previously found to be an "associate of
Meyer kansky and a person of unsuitable character". In the Matter
of the Application of Resorts International Hotel, Inc., for a Casino
License, (1979) at p. 36. ["Resorts"]. According to Mr. O'Donnell,
Dino Cellini appeared at his office, unannounced, sometime in 1964
or 1965. Cellini had been referred by Cyril Schack, who was a princi-
pal of Phonographic Equipment Co., a substantial Bally distributor
in England. Schack and Cellini were part owners of the Colony Club,
a private gaming club in England, at which Cellini also performed
managerial functions. Mr. O'Donnell himself had visited the Colony

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Club during the 1960's and had there socialized with Cellini?
At the meeting in Mr. O'Donnell's office, Cellini told Mr.
O'Donnell that he would have the authority to select slot machines
for a new casino in the Bahamas. Based upon this conversation, in
1965 Mr. O'Donnell accompanied Cellini to the Bahamas where, after
various discussions, the Bally Bahamian Company was set up.
Shortly thereafter, Cellini contacted Mr. O'Donnell to inform
him that he, Cellini, had been excluded from the Bahamas for formerly
running one of Meyer Lansky's casinos in Cuba. At that time Mr.
O'Donnell knew Meyer Lansky to be a notorious organized crime
figure. In 1967, Cellini was excluded from Great Britain for the same
reasons he had been excluded from the Bahamas. Bally continued to
pay commissions to Cellini for his sales of Bally slot machines in the
Bahamas and Portugal in 1967 and 1968. However, Cellini was not
paid directly. His commissions went instead to third party companies.
This method of payment may have been selected to avoid the appear-
ance of Dino Cellini's name in Bally's records.
At some subsequent point, Mr. O'Donnell recommended to Alex-
ander Wilms that Cellini become a slot machine salesman for Bally
Continental, a Belgium based distributorship which became a wholly-
owned Bally subsidiary in 1969. Cellini did commence such employ-
ment in that year. Subsequently, Cellini began to receive from Bally
Continental a draw against commissions in the amount of $2,000 per
month. In addition to his receipt of this draw Cellini's business
expenses (which in some years totaled in excess of $50000) were also
paid by Bally Continental.
Sometime in 1971, inquiries were made concerning the possibility
of Bally Manufacturing Corporation becoming licensed in Nevada for
the purpose of purchasing Bally Distributing, a separate corporation
selling Bally slot machines in Nevada. William O'Donnell was in-
formed by Philip Hannifin, Chairman of the Nevada Gaming Control
Board that the companys association with Dino Cellini would cause
substantial problems insofar as licensing was concerned.
From December 1971, (when a Federal indictment was returned
against Bally and Mr. ODonnell in New Orleans) until April 1973,
The Colony Club's other owners included Alexander Wilms, the managing
director of one of Bally's European distributorships, and Carl Glickman, a
close friend of Sam Klein and a Bally consultant. Also noteworthy is the fact
that in 1968 newspaper articles appeared in Britain which alleged that Klein
was a hidden owner of the Club.

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(the date of their acquittal on that indictment), Bally's licensing in-
itiative in Nevada was held in abeyance. Mr. O'Donnell spoke to
Wilms occasionally during this period about terminating Cellini. Mr.
O'Donnell testified that Wilms resisted, and so he, O'Donnell, did
not insist.' Dino Cellini was eventually severed in May of 1973 about
one month after Bally's acquittal and one month before its licensing
effort in Nevada was resumed in June of 1973.
4. SOUTHLAND DISTRIBUTING: THE KENTUCKY
BRIBERY INCIDENT
In the late 1940's or early 1950's, William O'Donnell first met
or spoke to Gilbert K. Brawner, who was then an employee of
Branson Distributing Company. Branson was at that time Lion's
distributor in Kentucky and was selling bingo machines. Brawner later
came to own Branson, which became Southland Distributing Com-
pany.
As a result of Federal legislation in 1961, a question arose as to
whether these bingo machines could be sent into various states. Test
litigation involving a machine shipped to Branson in Kentucky was
initiated by Bally in 1964, but was abandoned in 1966 when the
Kentucky Legislature amended the applicable statute so as to clearly
prohibit importation of the bingo machines.
In late 1967, Mr. O'Donnell became aware of an initiative on
the part ot' Brawner and others to attempt to have the Kentucky
statute amended to legalize the bingo ganms. Letters on the subject
were exchanged between Brawner and Mr. O'Donnell. The passage
of such an amendment was in the interest of both Bally and Mr.
O'Donnell. In response to a request from Brawner, legal advice was
provided by Bally's attorneys at Bally's expense.
In a letter dated February 2, 1968, addressed to Mr. O'Donnell
by Brawher, Brawher stated in part:
One other thing, Bill, 'e have turned the bingo bill into the
Research Committee this eek. It seenis as though more of the
representatives and senators who have read the bill so far seem
'In this period, on June 6, 1971. Dino Cellini 'as indicted b) a Federal grand
jur) in Florida. lhe indictment charged Cellini ith evasion of taxes due on
mone) skimmed from junkets to casinos in London and the Bahamas. Me)er
Lansk) was named as a co-defendant. Although O'Donnell as a'are of this
indictment, he claimed to have no kno'ledge of the specific allegations. The
indictment xa ultimatel,x dismissed in 1977 or 1978.

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[sic] to think that we do have a very good chance of putting this
bill over. My biggest problem is trying to raise enough to take
care of the expenses in Frankfort ...
Brawner also stated, in a letter to Mr. O'Donnell dated February
20, 1968:
? . . 1 am awfully afraid that I am not going to have enough money
to get it through the House. It is really shameful because we have
made all the arrangements with the representatives, and they all
tell us that we have a 99 percent chance to get it through. We
are not worried too much about the senate, as we have made
the senators an if come basis.
Just last night I gave the chairman of the committee, which this
bill is im $500. That is what he wanted. It seems as though word
got out that we have given him some money. Now, they are trying
to put me on for more money ...
In still another letter to Mr. O'Donnell dated February 23, 1968,
Brawnet stated:
Our bill came out of the House favorably. There was [sic] eleven
on the committee, and ten voted for it. We feel that we do have
a big job ahead of us: but in addition, we have made a lot of
contacts with the representatives. We feel that we will have in
the neighborhood of 67 votes out of 100, which we only need
51.
lhe only thing that we are now worried about is being able to
have enough money on hand to get it through the House, but
we are hoping that we will be able to get a lot of the respresen-
tatives with less money than they are asking for. Mr. Akers, who
introduced the bill, and myself have obligated ourselves to all of
them.
It is like I mentioned the other day that we feel that we will be
able to work a deal with our Senate when it gets that far. Our
biggest problem is in the House ...
On March 1, 1968, Mr. O'Donnell sent an airmail, special de-
livery letter to Brawner which read in part:
Enclosed is the $4,000 loan you asked me for. Also enclosed is
a note which I ask you to please sign and return to me.
At the time this letter and check were sent, the bill Brawner was
supporting had passed the House and was pending in the Senate. The
bill did not ultimately pass the Senate, however, and the $4,000 was
returned to Mr. O'Donnell with a letter from Brawner dated March
18. which read in part:

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Enclosed you will find the note along with a check for $4,000.
I want to take this opportunity to thank you for all the favors
you have done for me, and I am sorry that we have to return
this, as it could have been a real big thing for you and myself
In testifying before this Commission, Mr. O'Donnell stated clear-
ly that he interpreted Brawner's February 20, 1968, letter to be refer-
ring to bribery. In particular, he interpreted the "if come basis"
language of the second paragraph to refer to a contingent bribe
arrangement with senators.
Mr. O'Donnell's explanation of this matter was that he never saw
the February 20 and February 23 letters from Brawner, and that the
$4,000 constituted a loan to Brawner. Mr. O'Donnell said he supposed
he had spoken to Brawner prior to sending him the money, but could
not recall any details of the conversation or the purpose for the loan
other than his conviction that it was not for purposes of bribery.
When questioned as to how he could be so certain that he had
never read the February 20th and February 23rd letters, Mr.
O'Donnell responded:
I think there are two facts that make [me] believe I never read
those letters. lhe first fact is that it was in my files. The second
fact is that I never would have sent a check down there if I had
read those letters.
At a later point, Mr. O'Donnell again stated that, had he read such
letters, he would have thrown them away without bringing them to
the attention of any enforcement agency.
On still another occasion, Mr. O'Donnell stated:
If I had read those letters, your question is would I have referred
that to a law enforcement agency ... I think I have to answer
I'm not sure what I would have done.
5. OTHER MATTERS OF CONCERN
During the course of the hearing, evidence was adduced on nu-
merous other matters which bear upon Mr. O'Donnell's suitability.
Although no single one of those other matters appears as meaningful
as any of the three areas set forth above, several of them do give cause
for concern. Moreover, when these seemingly less significant events
are viewed together with the more serious ones, the developing picture
of Mr. O'Donnell is brought into sharper focus. Specifically, the
quality of his business practices, the nature of his attitude toward

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regulatory authorities, and the degree of his commitment to disen-
tangle the company from its suspect origins are better revealed in the
added light cast by these other matters. As always, the Commission
has considered each event or sequence of events in the context of the
entire record and in the circumstances in which they occurred. In the
interest of clarity and brevity, however, our comments are directed
to those which best serve to illuminate and refine the critical issue
of whether Mr. O'Donnell may be trusted to influence or control a
casino operation or an essential casino service industry.
In the fall of 1971, Federal law enforcement authorities were
conducting an investigation into illegal gambling in Chicago. Pursuant
to court authorization, a wiretap was installed on the telephone line
of one of the suspected participants. On four occasions from Septem-
ber 16, 1971, to October 17, 1971, conversations involving Mr.
O'Donnell were intercepted and recorded. These taped conversations
were introduced into evidence along with transcripts of their contents.
Mr. O'Donnell admitted that he was a party to the telephone con-
versations, that the purpose of the calls was to place wagers on
football games and that he then knew bookmaking activity to be
illegal under Illinois law. He claimed not to have been aware at the
time that the act of placing a wager with a bookmaker was also illegal
under Illinois law. See 38 Ill. Rev. Stat. ?28-1(a)(2). 6 However, Mr.
O'Donnell acknowledged that he was then familiar with the fact that
illegal bookmaking and gambling operations frequently provided
funds for other organized criminal ventures. 7 Thus, some importance
attached to the question whether Mr. O'Donnell regularly bet substan-
tial sums with a person whom he knew to be part of such an operation.
According to Mr. O'Donnell, he had previously engaged in a
course of friendly wagering with a long-time friend, one Arthur
"Jake" Sommerfield. These bets had escalated to $500 or $1000 each
when Mr. Sommerfield indicated he would be traveling out of the
state. Mr. O'Donnell explained: "I knew it was illegal to bet across
state lines and I asked him if he knew somewhere where I could place
the bet and to give me the number". Mr. Sommerfield obliged and
qt is understood that New Jersey does not impose criminal penalties on
individuals who participate in illicit gaming solely as players. See N.J.S.A.
2C:37-2.
7The New Jersey Supreme Court has recognized the fact that illegal gaming
operations are a prime source of revenue for organized crime. See State v.
DeSatasio, 49 N.J. 247, 257 (1967).

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Mr. O'Donnell called the number four times at approximately one
week intervals to place bets on the next weekend's football games.
In the first call, Mr. O'Donnell was instructed to refer to himself as
"Bill for J" which signified that he was referred by Jake Sommerfield.
This form of identification was necessary because different people
might answer the telephone when Mr. O'Donnell called and because
Mr. O'Donnell was told to "straighten up whatever you do with J".
The other party explained that Mr. O'Donnell should pay his losses
or collect his winnings through Jake Sommerfield and that when "he
[Jake] lets me know then your figure will be clear". To avoid con-
fusion, the other party decided to begin "clean" with Mr. O'DonnelFs
account notwithstanding Mr. O'DonnelFs assertion that he was $1500
"to the good" with Sommerfield. The other party added that if
tells me to give you credit for $1,500, I will gladly do it". The other
party then proceeded to inform Mr. O'Donnell of the betting "line"
on that week's football games and Mr. O'Donnell made wagers ag-
gregating $5,000. In the three subsequent calls, Mr. O'Donnell an-
nounced himself as "Bill for J" and made bets totalling $2,500, $6,000
and $2,000 respectively. Mr. O'Donnell testified that an unidentified
man would come to his office to collect losses or to pay winnings.
In fairness, it must be observed that sports betting is widespread
in our society. Nevertheless, Mr. ODonnell's illicit gaming hardly
serves to enhance his image. Of more significance are Mr. O'Donnell's
responses to questions regarding this episode. On direct examination,
he was asked whether he knew he was placing bets with an illegal
bookmaking operation. He answered that "if I had thought about it,
yes, I would have known that it was a bookie". On cross-examination,
Mr. O'Donnell restated this response and declared that he had not
given any thought at the time to whether he was dealing with a
bookmaker.
While anyone would be reluctant to admit he knowingly patron-
ized an illicit gaming operation with its probable organized crime
affiliations, this motivation only makes Mr. O'Donnell's answers
more disturbing. A man of Mr. O'Donnell's intelligence and acumen
could hardly have failed to realize he was betting with a bookmaking
ring. Indeed, if Mr. O'Donnell truly did not grasp this fact, then he
is capable of ignoring or avoiding the most obvious implication of
information coming to his attention. Thus, Mr. O'Donnell was being
less than honest either with the Commission when he testified or with
himself when he placed the wagers. Neither alternative speaks well
for Mr. O'Donnell's trustworthiness and candor.

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Similar doubts about Mr. O'Donnell are raised by the evidence
regarding Bally's efforts to sever business relationships with kouis
Boasberg whose company, New Orleans Novelty Company, had been
Bally's distributor in kouisiana for many years. As noted previously,
Mr. O'Donnell and Bally were indicted by a Federal grand jury in
1971 for interstate transportation of illegal gaming equipment, to wit,
Bally "bingo" pinball machines, and for conducting illegal gambling
with such equipment. kouis Boasberg was also named in the indict-
ment. Following the jury trial at which Bally and Mr. O'Donnell were
acquitted, Mr. Boasberg was found guilty of promoting illegal gam-
bling and operating an illegal gaming business, i.e., New Orleans
Novelty Company. Contemporaneously with this prosecution, Mr.
Boasberg was charged in a separate Federal indictment with bribery
of public officials. The stated purpose of the bribery was to protect
an illegal gaming operation using coin operated machines, including
Bally "bingo" machines. Mr. Boasberg ultimately pleaded guilty to
the bribery charge and was sentenced in 1973 to several months in
Federal prison. Thereafter, in January 1974, Mr. Boasberg was
sentenced on the jury verdicts to a $7,000 fine and a three year
probation to commence on his release from Federal prison on the
bribery sentence.
Mr. O'Donncll was fully aware of the existence and nature of
Mr. Boasberg's Federal convictions. Despite this knowledge and de-
spite his professed intolerance for bribery of any sort, Mr. O'Donnell
initiated no action to ascertain whether Bally should cease using Mr.
Boasbcrg's company as a distributor? Indeed, New Orleans Novelty
Company continued its relationship with Bally during Mr. Boasberg's
imprisonment and after his release on May 15, 1974. Eventually, the
Nevada Gaming Commission demanded, as a condition of the proba-
tionary registration order entered on March 20, 1975, that Bally
terminate all business relationships with Mr. Boasberg or any com-
pany under his control.
By letter dated March 24, 1975, Bally notified Mr. Boasberg of
the Nevada order and advised him that New Orleans Novelty Com-
pany would be discontinued as a Bally distributor on May 24, 1975.
'Mr. O'Donnell's response was also inadequate in the face of convictions or
admissions of four other Bally distributors regarding illegal gambling oper-
ations or bribery of public officials or both. No effective action was taken
with respect to these matters until Nevada demanded severance of business
relations with such individuals in 1977.

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Therealter, Mr. Boasberg arranged to have the Bally distributorship
transferred from New Orleans Novelty Company to Playtime Sales
Company, a partnership composed of Mr. Boasberg's five children
and one other individual. This arrangement was acceptable to the
Nevada authorities so long as Mr. Boasberg refrained from any in-
volvement in the new company. However, Mr. Boasberg was allo,aed
to purchase Bally equipment front Playtime for use in his pinball and
vending machine routes. In addition, New Orleans Novelty Company
remained as a distributor for several other coin-operated machine
manufacturers.
By its order of October 20, 1977, the Nevada Gaming Com-
ntission found that Bally had failed to comply with certain require-
ments of the 1975 registration order and, more specifically, that Bally
had continued to maintain business relationships with Louis Boasberg
or a company under his control. Front the evidence in the present
record, there is no doubt about the correctness of Nevada's finding.
In fact, shortly after the order was issued, Mr. O'Donnell instructed
James Rochford, Bally's newly appointed vice-president for corporate
security, to conduct an on-site inquiry into the involvement of Louis
Boasberg with Playtime Sales Company. Mr. Rochford, accompanied
by Bally's General Counsel Glenn Seldenreid and its Nevada counsel,
Donald Carano, visited the premises of Playtime Sales Company and
Louis Boasberg's New Orleans Novelty Company in New Orleans.
The two companies were located at the same address in adjacent
rooms. When he viewed the facility and spoke to Louis Boasberg, it
became immediately apparent to Mr. Rochford that Mr. Boasberg
controlled the operation of Playtime through his son, G. Robert
Boasberg.
Although Bally's compliance failure is established, Mr.
O'Donnell's personal culpability, if any, must be determined. Mr.
O'Donnell testified that he was intent on complying with the 1975
Nevada order and that he was confident the company was "in every
way" complying. His confidence was based upon the internal report-
ing system which had been established to assist Nevada authorities
in monitoring the company and upon the "almost daily" contact
between Bally representatives and Nevada officials. Mr. O'Donnell's
confidence was not shaken when he learned that Mr. Boasberg's
company (New Orleans Novelty) and Playtime Sales were located in
the same building. According to Mr. O'Donnell, Nevada had been
informed of this fact and had registered no protest. Nor was Mr.
O'Donnell troubled by Mr. Boasberg's continuing use of stationary

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proclaiming New Orleans Novelty as the Louisiana and Mississippi
distributor for Bally. In a response reminiscent of his explanation
regarding his illegal wagers, Mr. O'Donnell stated: "I'm afraid I have
to say I didn't reflect on that".
Mr. O'Donnell asserted that other items coming to his attention
after the 1975 order provided no cause to question Mr. Boasberg's
separation from Bally or Playtime. In January 1976, Mr. O'Donnell's
secretary approved payment by Bally of a trip to be taken by Mr.
Boasberg from New Orleans to Chicago to London and back to New
Orleans. This payment was made at the behest of Ross Scheer, Bally's
marketing director, to reward Mr. Boasberg for research and market-
ing assistance which he provided to Bally prior to the 1975 severance
order. Mr. Scheer acknowledged that Bally was under no legal obli-
gation to provide this benefit. Mr. O'Donnell was unsure when he
first learned of this payment although he claimed that the Nevada
officials were aware of it. In Mr. O'Donnell's view, there was no
reason to suspect that the trip was payment for more recent services
or business with Mr. Boasberg.
Mr. O'Donnell maintained his position notwithstanding certain
communications from Mr. Boasberg. By all accounts, Mr. Boasberg
was a prolific correspondent. A batch of letters introduced at the
hearing attests to this trait and to his close personal relationship with
Mr. O'Donnell.  Mr. O'Donnell considered the business advice and
suggestions offered by Mr. Boasberg to be consistent with Mr.
Boasberg's use of Bally equipment as a route operator, Le., a customer
of a Bally distributor rather than as a distributor. While many of the
letters do not indicate any involvement of Mr. Boasberg in Playtime,
some contain passages which are difficult to reconcile with that con-
clusion.
In a letter dated February 16, 1976, and written on the stationery
of New Orleans Novelty, Mr. Boasberg complained to Mr. O'Donnell
about the price which Bally was charging for its pinball games. Mr.
Boasberg asked: "[H]ow can a distributor get $35.00 more" for a
certain Bally game than a competitor's model. Later in the same letter,
Mr. Boasberg wrote:
Other evidence of the duration and closeness of this relationship appears in
the record. For example, Mr. Boasberg guaranteed a $50,000 bank loan for
Mr. O'Donnell in 1966, the proceeds of which were used to pay off a debt
secured by a voting trust in favor of Louis Jacobs. At the time, Mr. Jacobs
was attempting to wrest control of Lion from the other founders.

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We won't use many Flip Flops [a Bally product] not only because
of the price but because we still haven't been paid yet for some
'izards [a Ball,,,' product] to say nothing of Bows and Arrows
[a Bally product] and other games. We have reached the end of
the line as far as credit, and need a little rest to catch up.
After receiving this letter, Mr. O'Donnell sent copies to key personnel
in Ballv's marketing and engineering operations. In his transmittal
memorandum, Mr. O'Donnell stated that Mr. Boasberg's letter was
"self-explanatory" and that Bally's response would be "that he
[Boasberg] had better buy" the named pinball game at Bally's current
price.
By letter dated April 30, 1976, again on New Orleans Novelty
stationery, Mr. Boasberg advised Mr. O'Donnell that Bally's direct
operation of an amusement arcade had alienated competing operators
who were also purchasers of Bally equipment. Mr. Boasberg enclosed
a letter from one such operator who had written to New Orleans
Novelty to protest such competition and to state his intenf to boycott
Bally products. In Mr. Boasberg's letter, he bemoaned the loss of a
good customer and noted in a post-script that "TAC did not order
any Old Chicagos [a Bally product], however, Operation Sales did
order ten".
On April 20, 1976, Boasberg wrote to Mr. O'Donnell once again
on New Orleans Novelty stationery. Most of the letter, which was
designated as "personal", was devoted to praising Bally and Mr.
O'Donnell for their recent success. In the final paragraph, however,
Mr. Boasberg changed the subject to his own business concerns:
Now after all this lovemaking, let me remind you that I have
on order two trailer loads of Capt. Fantastics. Will you please
inform your Sales Department to stop sending Fantastics to the
bootleggers, the home offices, and take care of New Orleans
Novelty Co., and how about cutting my price on Twin Joker to
$250.
Mr. O'Donnell saw this request as perfectly consistent with the fact
that Mr. Boasberg's company ran a large route operation which was
permitted by the Nevada order to purchase Bally equipment from
Playtime Sales Company. Mr. O'Donnell also insisted that Nevada
knew all of this, although he could not cite a specific conversation
or document discussing this with the Nevada officials prior to Ne-
vada's expression of dissatisfaction in mid-1977.
While we have carefully considered the explanation given by Mr.
O'Donnell, we are constrained to find that the combined facts known

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to Mr. O'Donnell should have given him a clear signal that Mr.
Boasberg was continuing as a Bally distributor through his sons'
company. Instead of heeding the warning signs, Mr. O'Donnell either
did not "reflect" on them or did not see them as being inconsistent
with compliance. Mr. O'Donnell's failure to properly interpret these
indications does not necessarily mean that he intentionally violated
the Nevada order. However, at best, his performance does reveal an
indifference to a regulatory restriction which required Bally to termin-
ate a well established and successful distributor. Further, when con-
sidered together with his lack of reaction to other distributors involved
in illegal gaming and bribery, Mr. O'Donnell's conduct displays an
acceptance, if not an approval, of such practices by Bally distributors.
The 1975 Nevada order contained other conditions to Bally's
registration as a slot machine operator and manufacturer. As already
discussed herein, Abe Green had held a hidden interest in Bally for
the notorious Gerardo Catena. In addition, Mr. Green was a business
partner of Mr. Catena in several ventures including Runyon Sales
Company, a New Jersey corporation which had long been Bally's
distributor for the New York metropolitan area. Mr. Green assertedly
purchased Mr. Catena's interests in their businesses in late 1970 or
early 1971. Mr. Green also sold his own Bally shareholdings back to
the company in 1971. However, Nevada's 1975 order required Bally
to have no business dealings with Mr. Green or with any company
which he controlled or in which he had a 5 percent or greater interest
in voting securities. Mr. O'Donnell understood that this requirement
meant Bally could no longer deal with Runyon Sales.
In apparent anticipation of the Nevada position, Abe Green's
son, Irving Green, had advised Mr. O'Donnell in mid-1974 that he
would be using the trade name Coin-Op. An internal memorandum
dated July 15, 1974, to key Bally personnel, including Mr. O'Donnell,
stated that Runyon was to be replaced by Coin-Op for all purposes.
Subsequent to the Nevada prohibition, by letter dated May 16, 1975,
Irving Green reminded Mr. O'Donnell of his earlier notification that
"in the future, Runyon Sales Company would be conducting business
as Coin-Op Distributing with Irving Green as its president". Mr.
Green asserted that Coin-Op had been engaged in the distribution and
sale of coin-operated machines since the 1974 notice. Id. Attached to
this letter was a trade name certificate, dated May 9, 1975, in which
Irving Green declared that he was "about to transact" business under
the name of Coin-Op Distributing and that the business "will be
conducted" at Route 22 and Fadem Road, Springfield, New Jersey.

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Irving Green's letter and the attached trade name certificate
provide information relevant to the independence of Coin-Op from
Runyon. From the letter, it appears that Mr. Green considered Coin-
Op as a mere alter ego or fictitious name for Runyon. The trade name
certificate reveals that Coin-Op was not a separate business entity but
a name being used by Irving Green to conduct business. The address
stated in the certificate was also the address of Runyon Sales, and,
most significantly, Irving Green was also the manager of Runyon
Sales, a fact which standing alone renders suspect any claim of arms-
length dealings between Runyon and Coin-Op.
Mr. O'Donnell knew of Irving Green's simultaneous ownership
of Coin-Op and management of Runyon. As to the sharing of facili-
ties, Mr. O'Donnell certainly became aware of that arrangement by
April 1976 when he received a memorandum from William J.
Tomlinson '? on the subject. The April 13, 1976, memorandum was
sent to Mr. O'Donnell for "Action by the Executive Committee.'"'
Mr. O'Donnell explained that he did not schedule the memorandum
for committee review since the memorandum found no control of or
interest in Coin-Op by Abe Green despite evidence of overlap and
confusion between Runyon and Coin-Op such as shared facilities and
use of Runyon business forms by Coin-Op. Rather, Mr. O'Donnell
instructed Mr. Tomlinson to take the additional measures suggested
in the memorandum.
The actions recommended by Mr. Tomlinson included physical
separation of Runyon from Coin-Op, use of Coin-Op forms and
documents for Coin-Op business, submission of a true copy of a
certificate of incorporation for Coin-Op '2 and a yearly reporting of
the officers and directors of Coin-Op. The memorandum further
stated that, until these steps were taken, "no further shipments will
be made from Bally to Coin-Op".
'?Mr. Tomlinson had been Bally's general counsel from July 1, 1971, to
January 1, 1976. Thereafter until January 1977, he continued as an outside
consultant on a part-time basis.
'As a condition of Bally's probationary registration in 1975, Nevada de-
manded that an internal control system be established and enforced. Under
the system, which was designed by Mr. Tomlinson, an executive committee
comprised of directors and senior management personnel was ultimately
responsible for compliance.
UIn fact, Coin-Op was not incorporated until February 21, 1978.

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The memorandum continued with a summary of what was as-
serted to be Bally's existing policy with regard to Coin-Op. Essentially,
the memorandum claimed that Bally had not had an official dis-
tributor in the New York-New Jersey area since the 1975 Nevada
order and that any distributor with approved credit status could order
direct from the factory until Coin-Op demonstrated its independence
from Runyon. The memorandum declared flatly that it "encompasses
the procedure followed by Bally since the registration order went into
effect and sets forth the policy for the future". Mr. Tomlinson then
concluded by noting that the memorandum would be submitted to
Nevada as part of Bally's annual compliance report.
The recommended actions were apparently not taken and ship-
ments were made to Coin-Op.  Mr. O'Donnell was content to leave
the matter in the hands of Mr. Tomlinson who was then a part-time
consultant. Moreover, Mr. O'Donnell saw no reason to inquire about
the Coin-Op situation before he signed Bally's annual compliance
report ("Review of Order of Registration") on June 8, 1976, and
submitted it to the Nevada regulatory bodies. Mr. Tomlinson's
memorandum was attached to the report and referenced in the text.
Similarly, the following year, Mr. O'Donnell signed the annual com-
pliance report, dated June 30, 1977, which stated that the company
remained in compliance as previously reported and that the status of
these matters had not changed.
By its order of October 20, 1977, the Nevada Gaming Com-
mission found that Bally had failed to comply in several respects with
the 1975 registration order and extended Bally's probation for an
additional three year period. While the order recited continuing busi-
ness relationships with one unacceptable distributor, kouis Boasberg,
no mention was made of Abe Green or Runyon Sales. However, Bally
was directed to strengthen its system of internal reporting and, specifi-
cally, to provide copies of all reports to a company compliance com-
mittee which, in turn, was to file every such report with the Nevada
Gaming Control Board.
In early 1978, Glenn K. Seldenreid, Bally's general counsel, read
'There is also considerable doubt whether Bally had implemented the policy
of having no official distributor and taking direct orders from any distributor
in the New York-New Jersey areas. Mr. Jerome Gordon, Vice-President of
H. Betti Enterprises, testified that his company was a coin-operated equip-
merit distributor in New Jersey and that, until it acquired the Runyon Sales
distributorship in 1978, it could not purchase equipment directly from Bally.

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an announcement in a magazine that a course in repair and mainten-
ance of Bally products would be conducted by Runyon Sales. Upon
being advised of this, Mr. O'Donnell directed Mr. Seidenfeld to visit
Irving Green and inquire into the matter. In February 1978, Mr.
Seidenfeld met Irving Green at the Runyon Sales office on Route 22
in Springfield, New Jersey. In this meeting, which lasted only about
30 minutes, Mr. Green admitted that Coin-Op had no employees of
its own and that Mr. Green spent 90 to 100 percent of his time at
Runyon. In addition, Mr. Seidenfeld learned that Coin-Op had only
one customer, Runyon. During the meeting, Irving Green indicated
that he would be selling the distributorship business and concentrating
on the more profitable route operations.
On his return to Bally, Mr. Seidenfeld reported to Mr. O'Donnell
in the presence of James M. Rochford, Bally's vice-president for
security. It was decided that both Mr. Rochford and Mr. Seldenreid
should return to New Jersey for another meeting with Irving Green.
Mr. Rochford and Mr. Seldenreid both testified that they were not
then aware of the issues raised by Mr. Tomlinson's memorandum
nearly two years earlier and Mr. O'Donnell made no reference to that
history.
On April 12, 1978, Messrs. Seldenreid and Rochford visited Irv-
ing Green but, on this occasion, the meeting took place at the Coin-
Op office in Union, New Jersey. After speaking to Mr. Green and
observing the facility, both Mr. Rochford and Mr. Seidenfeld found
an "almost total intermixing" between Runyon and Coin-Op. Indeed,
Mr. Rochford received the impression that the Coin-Op office had
been recently set up solely to create some appearance of separation
for the sake of the Nevada order. 
These findings were reported to Mr. O'Donnell who decided that,
since Irving Green intended to dispose of the distributorship, he would
be given 60 days to do so or be terminated as a distributor. Eventually,
by an agreement dated June 6, 1978, between Runyon Sales Inc., and
H. Betti Industries, Inc., the assets of Runyon were sold. The agree-
ment, which was signed for Runyon by Abe Green and Irving Green
and which makes no reference to Coin-Op, was contingent upon H.
Betti Industries obtaining a Bally distributorship. Mr. O'Donnell
This should have caused no great surprise to Mr. O'Donnell since Bally's
sales department had advised him and other key employees of Coin-Op's
relocation in a memorandum dated March 8, 1978.

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agreed to the transaction and Betti received the requested dis-
tributorship.
Although not conceded by Mr. O'Donnell, Mr. Seidenfeld or Mr.
Rochford, the information obtained from the two 1978 visits should
have confirmed earlier indications that no real distinction between
Coin-Op and Runyon existed. However, no written report was
prepared for the compliance committee on this matter until a year
later when Mr. Rochford was requested to file such report by Bally's
New Jersey counsel? 5 The absence of a timely written submission in
this instance contrasts with the prompt reporting by Mr. Rochford
of other inquiries which he conducted regarding Bally distributors.
Moreover, on May 19, 1978, Mr. O'Donnell signed Bally's annual
compliance report to the Nevada authorities in which he declared:
"the company's compliance with this provision [against direct or
indirect business with Abe Green] was set forth in the 1976 and 1977
submission and the status of these matters has not changed since the
date thereof''. In defending this representation, Mr. O'Donnell con-
tended that he was not obliged to report any failure of compliance
because Messrs. Rochford and Seidenfeld "told me they didn't know
if it was or it wasn't [a violation]".
The respect which Mr. O'Donnell accorded directives of the
gaming authorities is further illustrated by his response to the Nevada
order regarding Sam W. Klein. As previously discussed, Mr. Klein
had been brought in by Abe Green to be one of the founders of Bally
in 1963. In addition to being a major stockholder, he was a director
and vice-president of the company. Thus, Mr. Klein, as did Mr.
O'Donnell, weathered the adverse publicity and regulatory skepticism
arising from Bally's corporate relationship to reputed mobsters, es-
pecially Gerardo Catena. Further, Mr. Klein personally had drawn
unfavorable comment for his alleged associations with undesirables
and for his relationship to the oft-suspected Central States, Southeast
and Southwest Areas Teamsters Pension Fund. In particular, Mr.
Klein was criticized for his gift of Bally stock to an influential teamster
official at a time when Bally hald sizeable loans and was seeking major
'tin the interim, on February 22, 1979, Bally was released from probation
in Nevada and granted a permanent registration.

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financing from the fund. 6 Indeed, in a letter dated August 26, 1976,
to Mr. O'Donnell, Mr. Klein recognized the responsibility of Nevada
officials "to protect the gaming industry from even the hint of or-
ganized crime involvement".
In his letter, Mr. Klein related that, in June i97g, he had been
visiting Irving Kaye, a fellow Bally founder, who was seriously ill in
Florida. Also present was another old friend of Mr. Kaye, Gerardo
Catena. '7 Over the course of a ten day period, Mr. Klein attended
three dinners with Mr. Catena and, at Mr. Catena's request, Mr. Klein
arranged a golf date at his country club. Mr. Klein, Mr. Catena and
a friend of Mr. Catena played golf and lunched together. While
maintaining that this was the extent of his contact with Mr. Catena
and that there was no discussion of Bally, Mr. Klein expressed a
willingness to resign his positions and dispose of his stock for the good
of the company.
By its order entered on September 23, 1976, the Nevada Gaming
Commission revoked all earlier licenses and findings of suitability of
Mr. Klein and further ordered: (1) that Mr. Klein resign as an officer
and director of Bally: (2) that he divest himself of all his Bally stock
within four years and relinquish his voting rights immediately; (3) that
he pay a fine of $50,000 to the Nevada Gaming Commission; and
(4) that Bally "and its controlled subsidiaries shall henceforth not
employ Sam W. Klein in any capacity". Both Mr. Klein and Bally
consented to the entry of this order. Mr. O'Donnell testified that he
was well aware of this order and that he intended to comply with
its spirit as well as its letter.
Later in 1976, following passage of the New Jersey casino gaming
referendum, Mr. O'Donnell was contacted by Mr. Klein who advised
that a friend, one A1 Toll, owned a property in Atlantic City, the
Howard Johnson's Motel, which was very well-suited for development
as a casino hotel. In early 1977, Mr. O'Donnell went to Atlantic City
where he met with Mr. Klein and Mr. Toll to discuss the possible
"The record discloses that Mr. Klein was making gifts of stock to several
recipients in early 1972. A very generous gift, 3,700 shares, was bestowed on
the family of William Presser, a trustee of the pension fund. In February 1971,
M r. Presser had been convicted on Federal charges of conspiracy and accep-
tance of unlawful payments for a labor organization.
:Mr. Catena had been released the previous year from a New Jersey prison
where he had been incarcerated for five years for his steadfast refusal, under
a grant of immunity, to answer questions regarding organized crime.

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acquisition of the property by Bally. There were four or five such
meetings in all.
At some point in these negotiations, Mr. Klein indicated that he
expected a finder's fee from Bally if the acquisition took place. Mr.
O'Donnell turned to Bally's general counsel, Glenn Seidenfeld, for
an opinion as to whether payment of the finder's fee would violate
the Nevada order. Mr. Seidenfeld in turn contacted George Aronoff,
one of Bally's outside counsel, and they discussed the issue. After
deliberating for some time, they concluded that the order would not
prohibit such a payment to Mr. Klein as an independent contractor.
However, Mr. Aronoff added that it would be "improvident" for
Bally to proceed without the approval of the Nevada authorities. Mr.
O'Donnell did not seek such approval. The finder's fee was not paid
because Bally did not purchase the property.
Subsequent to the entry of the 1976 Nevada order, Mr. Klein
involved himself in a separate matter but one also related to Bally's
entry into the Atlantic City casino industry. Mr. O'Donnell testified
that during a telephone conversation he apprised Mr. Klein of his
intent to ask William Weinberger, a casino executive in Las Vegas,
to lead the Bally casino project in Atlantic City. Mr. Klein revealed
that he knew Mr. Weinberger from their college days and suggested
that "a contact coming from me ... would be more fruitful". Mr.
O'Donnell accepted the offer. Later, Mr. Klein reported that he had
contacted Mr. Weinberger and he was interested. To Mr. O'Donnell's
knowledge, Mr. Klein played no other part in this effort, which
resulted in Mr. Weinberger becoming president of Bally's Park Place.
On cross-examination, Mr. O'Donnell denied that the purpose
of Mr. Klein's intervention was to have Mr. Weinberger be more
receptive to Bally's offer. When asked why he did not notify the
Nevada authorities before authorizing Mr. Klein to approach Mr.
Weinberger, Mr. O'Donnell asserted that he acted in reliance on the
legal opinion which he obtained relative to Mr. Klein's requested
finder's fee. According to Mr. O'Donnell, the lawyers had said the
earlier arrangement was "perfectly okay", so he could see no problem
with this "mere phone call, or a visit, or whatever he [Klein] was going
to do with Mr. Weinberger".
The foregoing does not speak well of Mr. O'Donnell's vigilance
and sensitivity to regulatory obligations. Of more significance, how-
ever, is the fact that these matters, especially Runyon and Klein,
involved direct links to the admittedly dubious origins and early life
of Bally. Mr. O'Donneil's reluctance to break cleanly with these

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elements, even in the face of possible or apparent regulatory viol-
ations, seriously undermines the credibility of his avowed determina-
tion to put Baily's past behind it.
6. CONCLUSIONS AS TO WILLIAM T. O'DONNELL
The facts recited above, all of which we find to be supported by
credible evidence in the record before us, simply do not square with
the positive testimony adduced as to the good character, honesty and
integrity of William T. O'Donnell. Stated plainly, Mr. O'Donnell's
previous behavior provides powerful proof that he should not be
trusted to control a company which seeks licensure either to operate
a casino or to supply essential gaming equipment in New Jersey. To
repeat, three aspects of Mr. O'Donnell's history are most troublesome:
(1) the direct and indirect associations of Gerardo Catena with
Bally which resulted from the acquisition effort led by William
O'Donnell and which endured over the course of several years there-
after;
(2) the association with Dino Cellini which William O'Donnell
led Bally to engage in and which he engaged in personally; and
(3) the participation of William O'Donnell in an apparent at-
tempt to secure passage of favorable legislation in Kentucky by offer-
ing monetary payments to members of the Kentucky Legislature.
Based on the substantial credible evidence in the record as a
whole, including the evidence summarized above, this Commission
finds Gerardo Catena to be a person of unsuitable character and
reputation. Similarly this Commission also finds, as it has previously,
that the late Dino Cellini was a person of unsuitable character and
reputation.
The Commission has noted in the past that under the Casino
Control Act a person's associations may bear upon his character and,
hence, upon his present fitness for iicensure. Whether an association
does so reflect upon present character and fitness depends upon many
factors including the time of the association, its duration, its purpose,
its intensity, its attenuation through third parties, the character of the
associate, the associate's reputation, the applicant's knowledge of such
reputation or character, the applicant's exercise of reasonable efforts
to determine the suitability of his associates, termination of the as-
sociation and the reasons for termination. Resorts, supra at 10.
Viewing Mr. O'Donneil's associations with Gerardo Catena and
with Dino Cellini in light of each of these factors we find that both
of these associations reflect adversely on Mr. O'Donnell's character.

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Upon careful review of all of the evidence relating to the alleged
1967-68 Kentucky bribery incident, we find that Mr. O'Donnell par-
ticipated in an attempt to buy the votes of members of the Kentucky
Legislature in an effort to influence the passage of legislation which
would be to the economic benefit of Mr. O'Donnell and Bally. This
too reflects adversely on Mr. O'Donnell's character.
The negative impressions which emerge from these associations
and actions are reinforced by the other behavior which we have
examined, including: Mr. O'Donnell's wagering with a bookmaking
ring, his attitude toward Nevada's regulatory concerns, his seeming
tolerance of public corruption and illegal gaming activity by Bally
distributors, his willingness to continue business relationships which
threaten to renew the appearance if not the fact of organized crime
affiliations, and his unsatisfactory explanations on several occasions
during this hearing. These matters are too proximate and too numer-
ous to be dismissed as isolated, abberational, petty or stale.
Although no single one of them would require disqualification,
they substantiate the adverse inferences which we have drawn from
the three most serious areas of concern. Further, these additional
matters did not occur in the distant past. Indeed, many transpired
during the pendency of the present application or at this hearing.
Thus, they tend to oppose any finding that, whatever Mr. O'Donnell's
failings may have been at one time, the character deficiencies exposed
thereby have been overcome.
The law requires us to judge each applicant's character. We find
this a most difficult task for several reasons. First, "character" is an
elusive concept which defies precise definition. Next, we can know
the character of another only indirectly, but most clearly through his
words and his deeds. Finally, the character of a person is neither
uniform nor immutable.
Nevertheless, we conceive character to be the sum total of an
individual's attributes, the thread of intention, good or bad, that
weaves its way through the experience of a lifetime. We must judge
a man's character by evaluating his words and deeds as they appear
from the testimony and from all of the evidence in the record before
us. We must focus particularly on those attributes of trustworthiness,
honesty, integrity and candor which are relevant to our inquiry.
Who then is William O'Donnell? He is obviously a man with
many fine attributes including those of kindness, generosity, loyalty,
intelligence and leadership ability. However, in light of the evidence
in the entire record and particularly those facts which we have sum-

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marized here, we are constrained to conclude that he has not satisfied
us by clear and convincing evidence that he possesses the high stan-
dard of good character, honesty and integrity demanded by the Casino
Control Act. Accordingly, William T. O'Donnell is not qualified.
B. ALEXANDER R. A. WILMS
Alexander R. A. Wilms, a Belgian national, was the founder of
Bally Continental, Ltd., N.V. ("Bally Continental"), a Belgian corpor-
ation which was a successor to a limited partnership formed by Mr.
Wilms in 1949. Both companies distributed Bally manufactured prod-
ucts, including coin-operated amusement and slot machines, in
Europe, Africa and the Middle East. All of the outstanding and issued
shares of Bally Continental were acquired by Bally from Alexander
Wilms in 1969. In conjunction with this acquisition, Alexander Wilms
received compensation in part in the form of unregistered Bally securi-
ties. Subsequent to this acquisition, Mr. Wilms was elected a director
of Bally and continued to serve as the chief executive officer of Bally
Continental.
In 1974, Alexander Wilms applied to the Nevada Gaming Com-
mission for a state gaming license in conjunction with Bally's appli-
cation for a state gaming license and concurrent registration as a
publicly-traded corporation. Bally's gaming license and registration
were granted by the Nevada Gaming Commission on a probationary
basis by order dated March 20, 1975. Based upon certain evidence
adduced at an investigatory hearing conducted by the Nevada State
Gaming Control Board, serious questions were raised regarding the
qualification of Alexander Wilms for a gaming license in Nevada. By
order dated March 21, 1975, Mr. Wilms was permitted to withdraw
his application for a Nevada state gaming license, subject to the
following conditions:
1. He resign as president of Bally Continental within nine months: and
2. He resign immediately from any other offices or directorships or
positions that he may hold with Bally or any of its subsidiaries: and
3. He not seek employment as an officer, employee, or agent of Bally
or any of its subsidiaries without prior approval of the Nevada
Gaming Commission.
The Nevada Gaming Commission did, however, permit Alexander
Wilms to remain as a shareholder in Bally and he retains that status
to this date.
Throughout the past decade, Alexander Wilms has conveyed by
gift to various members of his immediate family shares of Bally stock.

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As of March 6, 1980, Bally had one class of voting capital stock, par
value 66:/3 cents, of which there were approximately 25,500,000 shares
issued and outstanding. As of that date, the record ownership of Bally
stock by Alexander. Wilms and his family was as follows:
Shareholder Number of % of
(Relationship to Shares Total Shares
Alexander Wilms) Owned Issued
of Record and Outstanding
Alexander R.A. Wilms 449,128 1.77%
Elise Wilms (wife) 284,800 1.12%
Alfred Wilms (son) 705,000 2.76%
?ucien Wilms (son) 633,800 2.49%
Sophie Wilms and
Stephanie Wilms
(granddaughters) 8,000 .031%
2,080,728 8.16%
With minor exceptions, all of the Bally voting stock owned of record
by Elise, Alfred, Lucien, Sophie and Stephanie Wilms was obtained
directly or indirectly as a gift from Alexander Wilms.
As of March 6, 1980, there were 22,700,000 shares of Bally's Park
Place (Delaware) voting common stock outstanding. As of that date,
the record ownership of Bally's Park Place (Delaware) stock by the
Wilms' family was: Alexander, 98,083 shares (0.43 percent); Elise,
53,427 shares (0.24 percent); Alfred, 112,504 shares (0.5 percent); and
Lucien, 112,015 shares (0.49 percent). In the aggregate, these shares
amount to 1.65 percent of the outstanding voting common stock of
Bally's Park Place (Delaware). There is no indication in the record
that the shareholdings in Bally or Bally's Park Place (Delaware) of
any member of the Wilms' family have changed materially since
March 6, 1980.
Pursuant to Sections 85(c) and 85(d)(1) of the Act, N.J.S.A.
5:12-85(c) and 85(d)(1), the securities holders of Bally (the holding
company) and Bally's Park Place (Delaware) (the intermediary com-
pany) must qualify to the standards of a casino key employee, except
for residency, in order to issue a casino license to the operating
subsidiary. However, since both the holding company, Bally, and the
intermediary company, Bally's Park Place (Delaware), are publicly-
traded corporations, the Commission and the Director of the Division
may agree to waive such qualification requirements as to any security
holder if they are satisfied that he does not have the ability to control

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the publicly-traded corporation or elect one or more directors thereof.
By virtue of their status as shareholders in Bally and Bally's Park
Place (Delaware), Alexander, Elise, Alfred, Lucien, Sophie, and Step-
hanie Wilms appeared to be individuals required to qualify as part
of the casino license application of Bally's Park Place. Thus, the
question was presented whether Alexander Wilms or any of the named
Wilms' family members, as shareholders of the intermediary and
holding companies of Bally's Park Place, had the ability to control
such publicly-traded intermediary or holding companies or elect one
or more directors thereof within the meaning of Section 85(d)(1). If
the answer to this question was in the affirmative then there could
be no waiver of any requirement imposed by the Act that any or all
of the Wilms family members be qualified as a condition of the casino
license application. The Division took the position that-Alexander
Wilms would not be qualified for approval as a casino key employee
pursuant to the provisions of the Act. The Division took no position
with regard to the qualifications of Elise, Alfred, Lucien, Sophie or
Stephanie Wilms.
At the conclusion of the evidentiary portion of the license hear-
ing, the Commission found that, as matters then stood, there were
substantial reasons why the grant of a waiver to any member of the
Wilms family should be withheld. To that point, the Commission and
the Division were operating under the assumption that, subsequent
to the termination of the temporary casino permit of Bally's Park
Place, the Wilms family would reassume the right to exercise the
voting powers of their stock in Bally and Bally's Park Place (Dela-
ware). By virtue of the terms of the December 5, 1979 agreement and
with the assent of each member of the Wilms family, the Wilms' stock
in Bally and Bally's Park Place (Delaware) had been subject to an
irrevocable proxy during the course of the temporary casino permit.
By their terms, these proxies directed the secretaries of the hold-
ing and intermediary companies to vote the Wilms' stock in ac-
cordance with the majority of the stockholder's votes cast at any
particular meeting. The proxies were to remain in effect from the date
of their execution (December 12, 1979) until "the last date on which
Bally's Park Place, Inc. holds a temporary casino permit in accordance
with the laws of New Jersey, or for such further period of time as
may be fixed by the New Jersey Casino Control Commission".
Furthermore, the proxies provided that they would be irrevocable
during such period unless revoked with the written consent of the New
Jersey Casino Control Commission.

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The Commission was thus faced with the very difficult issue of
whether any or all members of the Wilms family must be qualified
as part of the casino license application of Bally's Park Place. Alex-
ander Wilms, through his counsel, steadfastly maintained that he
should not be required to qualify as part of the application of Bally's
Park Place. Therefore, the record of this proceeding is sparse as to
the ultimate issue of the qualification of Alexander Wilms. If the
Commission were forced to make a determination as to the qualifi-
cation of Alexander Wilms based upon this record, the Commission
might be unable to find that the statutory standard has been met.
Thus, a determination that Mr. Wilms was required to qualify as part
of the casino license application of Bally's Park Place could potentially
have serious ramifications for that corporate casino license applicant.
The Commission considered whether an alternative response to
this problem would be feasible and appropriate. The policies and
purposes of the Casino Control Act would best be served by a resol-
ution which adequately protects the law enforcement concerns con-
tained in the Act without needlessly frustrating the mutual interests
of the State and the corporate applicant. These interests, namely the
economic revitalization of Atlantic City and the issuance of a casino
license to an otherwise qualified applicant, would be unjustifiably
jeopardized by placing in the hands of a shareholder, who is unable
to control the actions of the corporate casino license applicant, the
power to disqualify that applicant by refusing to cooperate in the
application process.
To avoid this dilemma without eroding the Act's mandate that
the integrity of any controlling or influential person be established,
the Commission proposed that certain restrictions be imposed as a
precondition to issuance of a casino license to the applicant. These
restrictions were specifically designed to assure that there will no
control or significant influence over the operations of Bally's Park
Place or Bally Manufacturing Corporation by any member of the
Wilms family.
On December 23, 1980, as part of its preliminary determination,
the Commission announced its intent to pursue this course of action
and described the conditions which would be imposed. In view of the
fact that William T. O'Donnel would be foreclosed from playing any
role in the management or in the formulation of policy of the corpor-
ate applicants as a result of his failure to qualify, the Commission
believed that the proposed conditions would effectively foreclose the
ability of Alexander Wilms or any other member of the Wilms family

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(1) to significantly influence or control the operations or policies of
the casino license applicant or (2) to control Bally or Bally's Park
Place (Delaware) or elect one or more of the directors thereof.
After expressing these findings and opinions, the Commission
offered the Director of the Division an opportunity to consider
whether he would join the Commission in waiving any qualification
requirement for the Wilms family members, pursuant to Section
85(d)(1).
When the license hearing reconvened on December 29, 1980, the
Director declared his agreement with the Commission's position that
waivers of qualification were appropriate. The Director emphasized
that his continuing concurrence was contingent on strict compliance
with the proposed conditions and unstinting cooperation by the appli-
cant with the Division in enforcing them. Additionally, the Director
suggested a modification to the condition imposed on business deal-
ings between Bally and Alexander R. A. Wilms. We consider the
suggested modification, which expands the scope of the condition to
include other Wilms family members, to be a reasonable safeguard
against indirect influence by Alexander R. A. Wilms. We therefore
adopt it.
Section 92(b) of the Act, N.J.S.A. 5:12-92(b), requires that the
owners, among others, of a casino service industry license applicant
which is subject to the provisions of Section 92(a) (gaming related)
must qualify under the standards, except residency, established for
qualification of a casino key employee under the Act. See N.J.S.A.
5:12-89. Commission regulations provide that each owner of a casino
service industry license applicant who directly or indirectly holds any
beneficial interest or ownership in excess of five percent of the
enterprise must so qualify. N.J.S.A. 19:43-1.14(a)(1)(iii). As with
casino license qualifters, these statutory and regulatory provisions are
grounded in those policies of the Act which require all individuals
who may have the ability to significantly influence or control the
operations of a Section 92(a) enterprise to be qualified under the
appropriate standards of the Act.
Bally Manufacturing Corporation, in addition to being a holding
company as to Bally's Park Place, is itself an applicant for a Section
92(a) casino service industry license as a gaming equipment manufac-
turer and supplier. If the Bally stock held by the Wilms family were
to be aggregated, the Wilms family could be found to be an owner
required to be qualified in accordance with the provisions of the Act
and Commission regulations. There is no credible evidence in the

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record of this proceeding, however, which would support a finding
that the members of the Wilms family have historically pooled the
non-voting beneficial interests which accrue as a result of their own-
ership of Bally stock; furthermore, there is a similar lack of support
for a finding that such an event is likely to occur in the future. By
imposing the same conditions on the casino service industry license
as will be imposed on the casino license, including a restriction on
the voting power of the Bally stock owned of record by Alexander,
Elise, Alfred and Lucien Wilms, the Commission hereby finds that
none of these individuals are now persons required to be qualified
as an owner of a Section 92(a) casino service industry enterprise.
The conditions thus imposed upon both the casino license of
Bally's Park Place and the casino service industry license of Bally
Manufacturing Corporation to assure that the Wilms family members
are appropriately granted a waiver from any qualification requirement
are as follows:
1. That the irrevocable proxies which were executed on Decem-
ber 12, 1979, by Alexander R.A. Wilms, Elise Wilms, Alfred Wilms
and Lucien Wilms in accordance with the December 5, 1979, agree-
ment and which provide that the Wilms' stock in Bally Manufacturing
Corporation and Bally's Park Place (Delaware) shall be voted with
the majority of shareholders voting on any matter, shall be continued
in full force and effect so long as the companies are holding or
intermediary companies with respect to a licensed New Jersey casino
operator, or so long as either company holds a gaming related casino
service industry license:
2. That Bally Manufacturing Corporation and Bally's Park Place
(Delaware) shall notify the Commission and the Division before re-
cording any transfer of stock in said companies held by any member
of the Wilms family:
3. That the management and directors of Bally Manufacturing
Corporation and its subsidiaries shall immediately notify the Com-
mission and the Division of any effort by any member of the Wilms
family to influence any actions or decisions of the companies, their
officers, directors or employees:
4. That Bally Manufacturing Corporation and its subsidiaries
shall have no direct or indirect business transactions of any nature
whatsoever with Alexander R.A. Wilms, Elise Wilms, Alfred Wilms
or Lucien Wilms or any corporation or other business entity con-
trolled by them, or any of them, or in which they or any of them
own beneficially a 5 percent or greater interest of any class of voting

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securities, without notice to the Division of Gaming Enforcement and
the prior approval of the Casino Control Commission; provided that
they may continue as stockholders subject to the irrevocable proxies:
and further provided that the notice and prior approval provision of
this paragraph shall become effective 60 days following the issuance
of a casino license to Bally's Park Place or a casino service industry
license to Bally Manufacturing Corporation; and
5. That Bally Manufacturing Corporation and its subsidiaries
shall not permit any member of the Wilms family to act as director,
officer, employee or agent without the prior approval of the Com-
mission.
All of the findings of the Commission regarding whether or not
Alexander, Elise, Alfred, Lucien, Sophie and Stephanie Wilms are
individuals required to be qualified as part of the applications of Bally
Manufacturing Corporation or Bally's Park Place are predicated upon
the facts contained in the record presently before the Commission.
The parties should be mindful of the fact that any significant change
in these facts may require the Commission to re-evaluate its findings
as to whether the above-stated conditions are adequate or effective
and whether any member of the Wilms family should be required to
qualify in the future.
C. OTHER PERSONS REQUIRED TO QUALIFY
Aside from William T. O'Donnell and the Wilms family, the
Commission finds that there are 22 persons required to qualify either
as part of the Bally's Park Place casino license application or as part
of the Bally Manufacturing Corporation casino service industry
license application or both. As to the casino license, the Commission
and the Division concurred, under N.J.S.A. 5:12-85(c) and 85(d)(1),
as to those individuals affiliated with the publicly-traded holding and
intermediary companies who were required to qualify. As to the casino
service industry license, the Commission has determined the qualifiers
in accordance with the Act, N.J.S.A. 5:12-92(a) and (b), and the
regulations, N.J.A.C. 19:43-1.14. The 22 individuals, none of whom
were the subject of an objection and about whom no grounds for
rejection appear on this record, are the following:
I. GEORGE NORMAN ARONOFF, an Ohio resident, 47
years of age, is a director of Bally Manufacturing Corporation.
2. DOROTHY J. ATTANASIO, 56 years of age and a New
Jersey resident, is Vice-President of Administration for Bally's Park
Place.

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3. ALAN H. BIBLE, 70 years of age and a Nevada resident, is
a Director of Bally Manufacturing Corporation.
4. STEVEN R. BOtSON, 34 years of age and a New Jersey
resident, is Secretary and General Counsel of both Bally's Park Place
(Delaware) and Bally's Park Place.
5. JERRY AttEN BtUMENSHINE, 40 years of age and an
Illinois resident, is Corporate Controller for Bally Manufacturing
Corporation.
6. JOHN ANTHONY BRITZ, 62 years of age and an Illinois
resident, is Executive Vice-President of Technology and a Director
of Bally Manufacturing Corporation.
7. WlttlS H. BROCKHOFF, 62 years of age and an Illinois
resident, is Treasurer of Bally Manufacturing Corporation.
8. GEORGE D. CROWtEY, 67 years of age and an Illinois
resident, is a Director of Bally Manufacturing Corporation and Chair-
man of that company's Finance & tong Range Planning Committee.
9. REDENIA C. GItLIAM, 32 years of age and a New Jersey
resident, is Vice-President for Government Relations of both Bally's
Park Place (Delaware) and Bally's Park Place.
10. RICHARD GLEEMAN, 49 years of age and a New Jersey
resident, is Chairman of the Board of both Bally's Park Place (Dela-
ware) and Bally's Park Place.
11. RICHARD KNIGHT, 32 years of age and a New Jersey
resident, is Corporate Controller for both Bally's Park Place (Dela-
ware) and Bally's Park Place.
12. AtFRED C. tlNKtEIIER, 68 years of age and a New
Jersey resident, is a Director and consultant of both Bally's Park Place
(Delaware) and Bally's Park Place.
13. CHRISTIAN MARl, 29 years of age and a New Jersey
resident, is Vice-President for Hotel Operations of Bally's Park Place.
14. GEORGE BERNARD MORAN, 70 years of age and a New
York resident, is a Director of Bally Manufacturing Corporation.
15. ROBERT E. MUtLANE, Jr., 48 years of age and an Illinois
resident, is President and Chairman of the Board of Bally Manufac-
turing Corporation.
16. JAMES M. ROCHFORD, 59 years of age and an Illinois
resident, is Vice-President for Corporate Security of Bally Manufac-
turing Corporation.
17. IRVING ROM, 57 years of age and an Illinois resident, is
a Director and Executive Vice-President for Finance of Bally Manu-
facturing Corporation.

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18. ROSS BERYL SCHEER, 50 years of age and an Illinois
resident, is director of Marketing for Bally Manufacturing Corpor-
ation.
19. GLENN K. SEIDENFELD, Jr., 36 years of age and an
Illinois resident, is Secretary and General Counsel for Bally Manufac-
turing Corporation.
20. CHARLES R. TANNENBAUM, 46 years of age and a New
Jersey resident, is Vice-President of Entertainment & Special Events
for Bally's Park Place.
21. WALTER WECHSLER, 67 years of age and a New Jersey
resident, is a Director of Bally's Park Place.
22. WILLIAM S. WEINBERGER, 67 years of age and a New
Jersey resident, is a director and President of both Bally's Park Place
(Delaware) and Bally's Park Place.
Having considered all of the information supplied by each of the
qualifters and by the Division, the Commission is satisfied that each
of the named individuals meets the statutory standards required of
a person who must qualify as part of a casino license or a gaming-
related casino service industry license.
1II. SUITABILITY OF THE CORPORATE APPLICANTS
Having considered the suitability of the individuals required to
qualify, we must now decide whether the corporate applicants, Bally
Manufacturing Corporation and its subsidiary, Bally's Park Place,
possess the requisite good character, honesty and integrity for a casino
service industry license (gaming-related) and a casino license, respec-
tively.
Bally Manufacturing Corporation is a large, publicly-traded com-
pany. Although the Casino Control Act considers this company to
be a "person" required to qualify, it is evident that such an entity
and its subsidiaries (collectively "the company") cannot be evaluated
in the same manner as an individual like Mr. O'Donnell. Common
experience teaches that an individual's character develops over time
and manifests itself through acts and omissions. Once formed, individ-
ual character usually resists precipitous transformation. A corpor-
ation, however, does not possess a separate moral character. As our
Supreme Court has stated: "The moral responsibility of a corporation
is one and the same with the moral responsibility of the individuals

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who give it directioWa." Thus, a corporation mirrors the attributes
of its principal officials and must bear responsibility in a broad sense
for their failings.
This reflective character also permits the entity to remove a stain
from the corporate image by removing the persons responsible for
the misdeeds. In order to accomplish this cleansing, the corporation
must be able to isolate the wrong done and the wrongdoers from the
remaining corporate personnel.
If, as a consequence, the corporation has purged itself of the
offending individuals and they are no longer in a position to
dominate, manage or meaningfully influence the business and
operations of the corporation, the responsibility of the corpor-
ation should then be assayed, not upon the moral infirmities of
the removed malefactors, but upon the integrity of the persons
who remain in ownership and control of it? 9
The question thus becomes whether the improprieties in Bally's
history can be localized in any one individual. Stated differently, this
Commission must be convinced that the persons remaining after Mr.
O'Donnell's removal possess the necessary measure of integrity. In
examining the personal qualities of these remaining individuals, at
least two contentions must be considered: first, that the other key
personnel, especially the directors, tolerated or ratified unacceptable
conduct and associations; and second, that the very retention of Mr.
O'Donnell as President and Chairman of the Board itself demon-
strates the defective character of other corporate officials. Since we
have already found that the persons required to qualify have done
so, we have implicitly concluded that, on the present record, these
contentions are unfounded as to the current management. We now
explain why we reach this conclusion.
As previously stated in regard to Mr. O'Donnell, three areas of
concern emerge as most damaging. First is the acquisition of the
predecessor company in 1963 by the K.O.S. group formed by Mr.
O'Donnell and the resulting association of the company with Gerardo
Catena and confederates of Mr. Catena. While this association gives
us cause for deep concern as to Mr. O'Donnell's fitness, the present
company can hardly be held responsible for those activities. It has
'STrap Rock Industries, Inc. v. Kohl, 59 N.J. 471, 482 (1971), cert. den. 405
U.S. 1065 (1972).
'9Trap Rock Industries, Inc. v. Sagner, 133 N.J. Super. 99, 108 (App. Div.
1975), aff'd 69 N.J. 599 (1976).

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been demonstrated during this hearing that each of the original K.O.S.
members have been severed from the company with the sole exception
of Mr. O'Donnell. The last such severance occurred in 1976 when Sam
W. Klein was ordered by the Nevada Gaming Commission to divest
himself of his shares and to resign all positions with the company.
There is no reason to believe that Mr. Klein can exercise any control
or influence over Bally today, especially in view of this Commission's
demand that Mr. O'Donnell be separated from the company. Further,
no evidence appears to indicate that any other present corporate
official has participated in or condoned any illicit activity by Mr.
Klein or by any other member of the K.O.S. group.
The second major area of concern with regard to Mr. O'Donnell
is the alleged bribery of Kentucky legislators in 1968. It is true that
passage of the bill in question would have benefitted Bally, but there
is no indication that anyone else in the company had any knowledge
of Mr. O'Donnell's apparent intent. Although two current members
of the company's management, Mr. Brockhoff and Mr. Britz, signed
the $4,000 check which Mr. O'Donnell sent to Gilbert Brawher, we
are convinced that they acted on instructions of Mr. O'Donnell to
send a loan to one of Bally's distributors. The responsibility for this
action falls squarely on Mr. O'Donnell.
The third troublesome area regarding Mr. O'Donnell is his em-
ployment of Dino Cellini as a salesman in the Bahamas and later in
Europe. Mr. O'Donnell made it quite clear that it was his decision
to engage Mr. Cellini and that he was aware of Mr. Cellini's repu-
tation. As chief executive officer, Mr. O'Donnell certainly did not
have to confer with anyone else before taking those actions. However,
if anyone else could be faulted, it would be Alexander Wilms who
was Mr. Cellini's immediate superior at Bally Continental. In any
event, no active member of the corporate group appears to be
chargeable with any negative inferences flowing from Mr. Cellini's
work for the corporation. That work ended in May 1973 and Mr.
Cellini died in 1978.
During this hearing, several other matters have been examined.
These include: the adequacy of compliance with the 1975 Nevada
probationary registration, especially the requirement to cease all busi-
ness with kouis Boasberg and Abe Green; the several borrowings from
the Teamsters Pension Fund; the placement of insurance with the
United Founders company through Alan Doff man's agency; the use
of Michael Wichinsky as a distributor for the company in Nevada;
compliance with the 1976 order of the Nevada Gaming Commission

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to refrain from employing Sam W. Klein in any capacity: and the
placement of illegal wagers by Mr. O'Donnell for a month in 1971.
After reviewing the evidence pertaining to all of these matters,
the Commission is satisfied that they may reflect on Mr. O'Donnell
but they do not reflect adversely on the present management and
directors of Bally. In this regard, the Commission observes that the
membership of the board of directors has undergone almost a com-
plete change since 1974 and that the company now appears earnest
in its commitment to regulatory compliance.
Further, the company has presented for this Commission's
scrutiny virtually every director, officer and key employee in the
present corporate management. No allegation has been leveled against
these individuals that they personally approved or participated in any
of the troublesome associations, regulatory violations or improper
behavior discussed herein. It is true that the Bally leadership, es-
pecially the board, has been perhaps too passive and too reliant on
Mr. O'Donnell with respect to important matters. However, we do
not find willful neglect or purposeful abdication which would cause
us to doubt the character of the present personnel. Thus, while this
Commission realizes the difficulty of weeding out culpable individuals
from the corporate thicket, under the present circumstances we do
not find cause to reject this publicly-traded corporate group
For all of these reasons and subject to the conditions stated
hereafter, the Commission finds that the corporate applicants have
established the requisite good character, honesty and integrity for
licensure. However, no license could issue unless William T.
O'Donnell is no longer a person to be qualified and unless the un-
savory or questionable associations in the company's past are fully
severed. To assure that neither Mr. O'Donnell nor any of the dis-
reputable individuals previously affiliated with the company is in a
position to dominate, manage or meaningfully influence the com-
pany's business or operations, the Commission hereby imposes several
conditions on both the casino service industry license of Bally Manu-
facturing Corporation and the casino license of Bally's Park Place.
Strict compliance with these conditions and the Wilms conditions (see
Part liB) is an essential premise for both the issuance and continuation
of these licenses. The conditions are as follows:
1. That the irrevocable voting trust executed by William T.
O'Donnell pursuant to the December 5, 1979, agreement, entered by
Mr. O'Donnell to induce the issuance of a temporary casino permit
to Bally's Park Place, shall be extended until the Commission is

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satisfied that a permanent divestiture of those securities held by Mr.
O'Donnell in Bally Manufacturing Corporation and Bally's Park
Place (Delaware) has been achieved:
2. That. in accordance with the December 5, 1979, agreement,
William T. O'Donnell shall submit to the Division and the Com-
mission by no later than February 2, 1981, a plan of divestiture for
his securities which plan shall be modified as the Commission may
direct:
3. That Bally Manufacturing Corporation and Bally's Park Place
(Delaware) shall not distribute to Mr. O'Donnell any dividends or
interest accruing to his securities in accordance with the terms of an
agreement with Mr. O'Donnell dated and executed December 24,
1980:
4. That Bally Manufacturing Corporation and its subsidiaries
shall have no business transactions whatsoever with Mr. O'Donnell
or any corporation or other business entity controlled by him or in
which he has a 5 percent or greater interest of any class of voting
securities, except as may be necessary to effectuate the divestiture of
Mr. O'Donnell's securities and except with respect to his partnership
interest in the 2640 West Belmont Partnership:
5. That Bally Manufacturing Corporation and its subsidiaries
shall immediately notify the Commission and Division of any effort
by Mr. O'Donnell to influence any action or decision of the com-
panies, their officers or directors or employees:
6. That Bally Manufacturing Corporation and its subsidiaries
shall have no business transactions whatsoever with Gerardo Catena,
Abe Green, or Sam W. Klein (except with respect to his partnership
interest in 2640 West Belmont Partnership) or with any corporation
or other business entity controlled by them or any of them or in which
they or any of them have a 5 percent or greater interest of any class
of voting securities:
7. That Bally Manufacturing Corporation and its subsidiaries
shall have no business transactions whatsoever with Irving Green or
Louis Boasberg or with any corporation or other business entity
controlled by any of them or in which any of them have a 5 percent
or greater interest of any class of voting securities, without the prior
approval of the Commission:
8. That Bally Manufacturing Corporation and its subsidiaries
shall not permit Jack Rooklyn to act as a director, officer, employee
or agent without the prior approval of the Commission:
9. That by no later than February 2, 1981, Bally Manufacturing

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Corporation shall either show cause why the 2640 West Belmont
Partnership should be allowed to continue as owner and lessor of the
Bally headquarters or submit a plan for acquisition or reconstitution
of the said partnership so as to eliminate the participation of Messrs.
Klein and O'Donnell therein:
10. That by no later than July 1, 1981, Bally Manufacturing
Corporation shall cause at least 50 percent of the membership of its
board of directors to be independent, outside members and shall
maintain such minimum proportion thereafter;
11. That Bally Manufacturing Corporation shall maintain in full
force and effect its present system of internal reporting, shall amend
such system as required by the Commission and shall not amend such
system without the prior approval of the Commission, provided that
nothing herein shall require Bally Manufacturing Corporation to
modify or not modify the said system without the concurrence or
against the directive of any other jurisdiction; and
12. That Bally Manufacturing Corporation shall continue to
maintain an adequately and competently staffed security department
to assure that the company and its subsidiaries are not dealing with
persons lacking integrity, to assure that the internal reporting system
is functioning properly and to assure compliance with these con-
ditions.
IV. F1NDINGS AS TO COMPLIANCE WITH OTHER
LICENS E REQUIREMENTS
At the hearing, the contested issues covered the standards of good
character, honesty and integrity as applied to the corporate applicants
and to certain key persons required to qualify in order for the licenses
to issue. Although these disputed matters have now been addressed,
there remain several other areas in which findings are mandated by
the Act, by the regulations of the Commission and by the conditions
attached to the temporary casino permit granted to Bally's Park Place.
A detailed recitation of proposed findings and conditions in these
other areas was prepared by the Commission's Licensing Division and
presented to the parties before the close of the hearing. No objection
was raised and the proposal was formally adopted and included in
the record. For the sake of completeness, the operative findings and
conditions are set forth herein. They are as follows:
1. That Bally's Park Place has satisfied N.J.S.A. 5:12-85(a)(1) to
(9) requiring it to file information concerning the organization, busi-

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nesses, personnel, securities, and securities holders of it and its holding
companies;
2. That Bally's Park Place is wholly-owned by an intermediary
company, Bally's Park Place, Inc., (Delaware), which is qualified to
do business in New Jersey and which has issued in excess of 22 million
shares of common stock, publicly-traded in the over-the-counter mar-
ket, which is presently held by approximately 18,000 shareholders of
record, both direct and beneficial, of which shares the holding com-
pany, Bally Manufacturing Corporation, is the owner of approximate-
ly 83 percent (See N.J.S.A. 5:12-26 and 28);
3. That the holding company, Bally Manufacturing Corporation,
is a Delaware Corporation with principal offices in Chicago, Illinois
is qualified to do business in New Jersey and has issued in excess of
25 million shares of common stock, publicly-traded on the New York
Stock Exchange which is presently held by more than 22,000 record
and 65,000 beneficial shareholders (See N.J.S.A 5:12-26);
4. That the two said corporations, Bally Manufacturing Corpor-
ation and Bally's Park Place, are presently the sole holding and
intermediary companies of Bally's Park Place, a subsidiary (See
N.J.S.A. 5:12-47), and that both have registered with the Commission
as required by N.J.S.A. 5:12-85(b):
5. That Bally Manufacturing Corporation is a casino service
industry as defined by N.J.S.A. 5:12-12 in that it does business with
New Jersey casinos and provides them with goods and services on
a regular or continuing basis;
6. That Bally Manufacturing Corporation is required to hold a
casino service industry license pursuant to N.J.S.A. 5:12-92(a) in that
its goods or services directly relate to casino or gaming activity and
it is a manufacturer and supplier of gaming equipment;
7. That Bally Manufacturing Corporation as well as its owners,
management, supervisory personnel, and other principal employees,
must qualify under the standards, except residency, for qualification
of a casino key employee as required by N.J.S.A. 5:12-92(b), and that
all required entities and persons, except as otherwise noted in this
opinion and subject to the conditions previously stated, have so quali-
fied:
8. That Bally's Park Place owns the entire casino hotel building
and owns in fee the former Dennis Hotel site portion of the land
thereunder: that the holding company, Bally Manufacturing Corpor-
ation, owns in fee the former Marlborough-Blenheim site portion of
the land thereunder which it leases as landlord to Bally's Park Place;

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and that Bally's Park Place is thus eligible to hold a casino license
(See N.J.S.A. 5:12-82(b)(1), (2), and (4));
9. That the said lease is in writing, has been filed with the Com-
mission, has a duration of in excess of 30 years and includes a fixed
sum buy-out provision conferring upon Bally's Park Place, as lessee,
the absolute right to acquire the entire interest of lessor holding
company Bally Manufacturing Corporation in the event the said lessor
is found to be unsuitable (See N.J.S.A. 5:12-82(c)(5));
10. That Bally's Park Place manages its own casino (N.J.S.A.
5:12-82(b)(3) and (c)):
11. That Bally's Park Place and Bally Manufacturing Corpor-
ation as parties to the said lease agreement shall each in accordance
with N.J.S.A. 5:12-82(c)(9) be jointly and severally liable for all acts,
omissions, and violations of the Casino Control Act by either party
regardless of actual knowledge of such act, omission, or violation and
notwithstanding any provision in said agreement to the contrary:
12. That Bally's Park Place meets the incorporation, on-site of-
rice, state corporation law compliance, ownership ledger, operating
bank account, and express corporate charter provision requirements
of N.J.S.A. 5:12-82(d)(1) through (6):
13. That Bally's Park Place has adopted provisions which estab-
lish the right of the Commission to prior approval of all transfers of
interests in Bally's Park Place as required by N.J.S.A. 5:12-82(d)(7)
and which establish the absolute right of Bally's Park Place to re-
purchase at the lesser of market or purchase price any interests the
transfer of which has been disapproved by the Commission as required
by N.J.S.A. 5:12-82(d)(8):
14. That Bally's Park Place neither holds nor has been issued a
casino license and thereby meets the requirement of N.J.S.A.
5:12-82(e) limiting to three the number of casino licenses a person may
hold;
15. That Bally's Park Place obtained, in addition to monies ad-
vanced to it by Bally Manufacturing Corporation out of its operating
funds, $288.6 million to finance the casino proposal from the follow-
ing sources:
(a) $176.2 million in credit lines and revolving loans from the
following 12 banking institutions:
(1) $60.1 million from Continental Illinois National Bank
and Trust Company (Including $11.1 million from its
Nassau, Bahamas Branch)

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(2) $26.5 million from Manufacturers Hanover Trust Com-
pany
(3) $16.0 million from Marine Midland Bank
(4) $11.3 million from American National Bank
(5) $12.3 million from Girard Bank
(6) $7.5 million from Industrial National Bank of Rhode
Island
(7) $7.5 million from First National State Bank of New
Jersey
(8) $10.0 million from Union Bank of America
(9) $5.0 million from National Westminister Bank
(10) $5.0 million from Barclays Bank International, Ltd.
(11) $10.0 million from Credit Suisse
(12) $5.0 million from Canadian Imperial Bank of Commerce:
(b) $3.9 million from a mortgage to First Peoples National Bank
of New Jersey of Haddon Township, New Jersey, on the
Marlborough-Blenheim site extending to December 1, 1997,
which was assumed by Bally Manufacturing Corporation at
the time that site was purchased;
(c) $4.0 million from a mortgage to Norman Palley and Alex-
ander Blatt, as trustees, on the Marlborough-Blenheim site
extending to March 1, 1981:
(d) $56.0 million from the sale of 3.9 million shares of Bally's
Park Place, (Delaware) common stock issued on July 23,
1979:
(e) $48.5 million from the sale of Bally Manufacturing Corpor-
ation twenty-year convertible subordinated debentures issued
effective September 19, 1978:
16. That no other financial sources which bear any relation to
the casino proposal have been identified:
17. That Bally's Park Place has established by clear and convinc-
ing evidence both the integrity and reputation of the named financial
sources and that its financial resources are adequate to complete the
casino proposal and to operate the casino as required by N.J.S.A.
5:12-84(b);
18. That the casino hotel facility is situated on an approximately
8.3 acre tract fronting on the Boardwalk between Park Place and
Michigan Avenue and consists of wholly new construction integrated
with a complete reconstruction of the historic Dennis Hotel into a
single convention hotel building which conforms to the "approved
hotel" requirements of N.J.S.A. 5:12-27 and 83:

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19. That, as a condition to the issuance of a Temporary Casino
Permit, the casino hotel facility was required both to comply with the
appropriate provisions of the Uniform Construction Code Act
(N.J.S.A. 52:27d-119, et seq.) and the law relating to barrier-free
design for the physically handicapped (N.J.S.A. 52:32-4) and to obtain
a Certificate of Occupancy from the City of Atlantic City;
20. That Bally's Park Place has complied with all appropriate
provisions of the Uniform Construction Code Act and the law relating
to barrier-free design for the physically handicapped and has obtained
a Certificate of Occupancy from the city of Atlantic City;
21. That, as a condition of its casino license, Bally's Park Place
shall maintain a current Certificate of Occupancy issued by the City
of Atlantic City;
22. That, as a condition to the issuance of a casino license and
as required by N.J.S.A. 5:12-83 and 84(e), any expansion of the casino
hotel facility and other related construction is subject to full review
and approval by the Commission and all other appropriate jurisdic-
tional agencies, which shall include consultation with the Division of
Gaming Enforcement:
23. That, as a condition to the issuance of a Temporary Casino
Permit, Bally's Park Place was required to submit for Commission
review and approval a design solution which would achieve the goal
of N.J.S.,I. 5:12-98(b)(4) by eliminating any visibility of the casino
from outside the facility through the temporary Boardwalk entrance:
24. That, although Bally's Park Place effectively eliminated any
visibility of the casino from outside the facility through the temporary
Boardwalk entrance, there remains an issue as to whether total com-
pliance with N.J.S.A. 5:12-98(b)(4) has been achieved in that the
casino floor may be visible from outside the facility:
25. That, as a condition of its casino license, Bally's Park Place
shall within 30 days of the date of this decision demonstrate to the
Commission that the casino is not visible from outside the facility in
compliance with N.J.S.A. 5:12-98(b)(4) and shall, after consultation
with the Division of Gaming Enforcement, present a design solution
to eliminate any such visibility that may be found to exist:
26. That, as required by N.J.S.A. 5:12-84(e), Bally's Park Place
has established to the satisfaction of the Commission that, subject to
the various conditions identified herein, the casino and its related
facilities and its location are suitable and that neither the Atlantic City
patron market nor the overall environment including economic,
social, demographic, competitive, or natural resource conditions have

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been, are being, or will be adversely affected by the casino hotel
facility:
27. That, as a condition to the issuance of a Temporary Casino
Permit, the Commission required that parking provisions and traffic
circulation be subject to continuing review and approval by both the
Atlantic City Department of Police and the Commission:
28. That, as a condition of the issuance of the casino license,
parking provisions and traffic circulation shall remain subject to the
continuing review and approval of both the Atlantic City Department
of Police and the Commission:
29. That, as a condition to the issuance of its Temporary Casino
Permit, Bally's Park Place was required to cooperate with and aid
in the development and implementation of plans both to improve the
traffic circulation in the Brighton Park area including that on Pop
Lloyd Boulevard, Park Place, Indiana Avenue and the connecting
loop street and to redesign and upgrade Brighton Park itself:
30. That Bally's Park Place has in fact assumed the major cost
in the upgrading of Brighton Park including the installation of an all-
new irrigation system, the complete re-sodding and replacement of
all damaged shrubs and the new paving of existing walkways:
31. That, as a condition of its casino license, Bally's Park Place
shall to the extent appropriate continue to cooperate with and aid
in the development and implementation of plans to improve such
traffic circulation and to redesign Brighton Park:
32. That Bally's Park Place is required by N.J.S..4. 5:12-84(e) to
establish to the satisfaction of the Commission that its proposal does
not adversely affect the overall environmental conditions in the Atlan-
tic City region including its economic, social and demographic con-
ditions:
33. That by virtue of the fact that Bally's Park Place employs
at the approved hotel facility in excess of 4,300 persons, the proposal
does affect the overall environment in the Atlantic City region and
does particularly affect the limited residential housing stock available
as a practical matter for the employees which Bally's Park Place has
added to the Atlantic City workforce:
34. That, as a condition to the issuance of a Temporary Casino
Permit, Bally's Park Place was required to participate with the Com-
mission in assessing the Atlantic City regional housing needs and, if
so required, further participate in providing a reasonable share of the
housing construction requirement for Atlantic City:
35. That, as a condition of its casino license, Bally's Park Place

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shall continue to participate with the Commission in assessing the
Atlantic City regional housing needs and, if so required, further par-
ticipate in providing a reasonable share of the housing construction
requirement for Atlantic City;
36. That Bally's Park Place on December 6, 1979, committed
itself to introduce 56 units of family housing to the Atlantic City
housing stock through the construction of 28 townhouses to be known
as the Jacobs Family Terrace project on a site between Mediterranean
and Baltic Avenues at New York Avenue; that, to date, both New
Jersey Department of Environmental Protection and Atlantic City
Planning Board approvals have been obtained; and that Bally's Park
Place has represented that these housing units will be ready for oc-
cupancy by November of 1981;
37. That, as a condition of its casino license, Bally's Park Place
shall use its best efforts, giving consideration to among other factors
the cost of money, to have the said 56 units ready for occupancy by
November of 1981 and shall within 30 days of this decision submit
to the Commission a detailed outline of its projected completion dates;
38. That the approved hotel presently contains 503 qualifying
sleeping units of a typical size of 407 square feet and an average size
of 415 square feet and thereby exceeds the minimum qualifying sleep-
ing units requirement set forth in N.J.S.A. 5:12-27 and 83(a);
39. That the approved hotel presently contains a total of 129,
974 square feet of qualifying space including 56,470 square feet of
qualifying dining, entertainment and sports space, 27,170 square feet
of qualifying meeting and exhibition space, and 46,334 square feet of
qualifying kitchen support facilities and thereby exceeds the minimum
qualifying space requirements set forth in N.J.S.A. 5:12-83(b), (c), (d)
and (g):
40. That the approved hotel contains a single casino room of
60,000 square feet which does not exceed the maximum square foot
limitation set forth in N.J.S.A. 5:12-83(d);
41. That Bally's Park Place has projected the following comple-
tion dates for the listed amenities it proposes to add to its "approved
hotel" as described in detail in its application for this casino license
and as analyzed in the Report of the Approved Hotel and Impact
Bureau of the Commission's License Division at pages 1 l(a) through
11(c). admitted at the license hearings:

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Component
a. North meeting room
expansion
b. Park Place entrance
renovation
c. 3-level grand Boardwalk
entry & health club
d. Boardwalk Mezzanine
slab
e. Coffee Shop
f. Chinese Restaurant
g. Gourmet Restaurant
Completion
Date as of
December 1979
June 1, 1980
Completion
Date as of
December 1980
March, 1981
January, 1982
January, 1983
July, 1983
June, 1982
June, 1983
June, 1984
42. That, as a condition of its casino license, Bally's Park Place
shall, on a quarterly basis, continue to inform the Commission in
writing as to its then current intention concerning the construction
and completion of the indicated amenities;
43. That, upon completion of the Boardwalk entry and
mezzanine slab, the casino room may unduly dominate the convention
hotel complex in violation ofN. J.S.A. 5:12-1(1)(b)(5) and (6) by virtue
of the fact that no meaningful access may then exist from the extensive
Boardwalk frontage to non-casino amenities within, other than access
unduly dominated by the casino, its gaming tables and its slot ma-
chines:
44. That, as a condition of its casino license, Bally's Park Place
shall provide meaningful access from the Boardwalk to non-casino
amenities not dominated by its casino;
45. That construction of the approved hotel facility commenced
in September 1978:
46. That Bally's Park Place, on November 16, 1979, filed a writ-
ten guarantee that it would require its contractors and subcontractors
to afford an equal employment opportunity to all employees in con-
nection with the construction of its approved hotel; that it filed docu-
ments in support of its position that it made a good faith effort to
afford an equal employment opportunity to such employees as re-

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quired by N.J.S.A. 5:12-134(a); and that it has failed to make all
construction equal employment opportunity submission on a timely
basis;
47. That Bally's Park Place initially relied upon Joseph Nigro
and subsequently Sharon Vavrek, employees of its general contractor
Turner Construction Company, as affirmative action officers for its
constrution workforce as required by N.J.S.A. 5:12-135(f) and, there-
after, on April 30, 1979, appointed its own employee, William k.
McKnight as its equal employment officer;
48. That Bally's Park Place has failed to meet the percentage
employment goals in N.J.A.C. 19:53-1.5(3) and 1.14(a) of 20 percent
minority and 6.9 percent female journeyworkers and apprentices by
trade;
49. That Bally's Park Place construction workforce from Novem-
ber 18, 1979, to October 14, 1980, contained the following proportions
of protected class individuals:

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?
?
o

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50. That in each of the two trades of Carpenter and Plumber,
which collectively represent 39 percent of the total journeyworker
workforce on Bally's Park Place hotel project between November,
1979, and October, 1980, the percentage of minority journeyworkers
failed to exceed 11 percent: that, despite some efforts by the Bally's
Park Place, the goal of 20 percent minority journeyworkers within
each trade has not been achieved: and, that construction of the casino
hotel project has been substantially completed,
51. That Bally's Park Place, as a condition of the issuance of its
operation certificate, was required to make a meaningful financial
contribution to Atlantic Construction Training Program, Inc., a non-
profit corporation formed to develop apprentice training programs:
52. That Atlantic Construction Training Program, Inc. presently
appears to be one viable vehicle to increase the representation of
protected classes in journeyworker positions within the Atlantic Coun-
ty area construction workforce:
53. That Bally's Park Place, as a condition to the issuance of its
operation certificate, was required to employ an additional person on
its affirmative action staff whose expertise relates to the construction
workforce and whose duty is to make good faith efforts on behalf
of the company to ensure that construction at its approved hotel
complex is accomplished with a construction workforce which con-
forms to equal employment goals;
54. That, as a condition of its casino license, Bally's Park Place
shall employ such a person on its affirmative action staff prior to the
commencement of any new construction;
55. That the Commission will continue to review the question
of whether Bally's Park Place has made and continues to make good
faith efforts to conform to the affirmative action and equal employ-
ment opportunity requirements pertaining to its construction work-
force as required by N.J.S.A. 5:12-134:
56. That Bally's Park Place employs approximately 4,361 individ-
uals:
57. That Bally's Park Place has filed guarantees that it will afford
an equal employment opportunity to all prospective employees; has
filed an affirmative action program designed to afford equal employ-
ment opportunities; has filed documents in support of its position that
it has made and continues to make good faith efforts to afford an
equal employment opportunity to all prospective employees and to
abide by its program; and has made all equal employment opportunity

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filings pertaining to operations in a timely manner as required by
N.J.S.A. 5:12-134(b) and (c):
58. That Bally's Park Place on April 30, 1979, appointed its
employee William k. McKnight as operations equal employment of-
ricer pursuant to N.J.S.A. 5:12-135(f);
59. That Bally's Park Place has developed and implemented
training and upward mobility programs as a means of making all job
classifications available to minorities and female workers in ac-
cordance with N.J.A.C. 19:53-1.15(a)(6);
60. That Bally's Park Place presently meets the protected class
employment goals of twenty percent for minorities and forty-three
percent for females set forth in N.J.A.C. 19:53-1.5(e) with respect to
its present 4,361 employee workforce, which consists of 29.6 percent
minority and 47.05 female individuals, but presently fails to meet these
goals in the indicated (*) categories as required by .N.J.A.C.
19:53-1.5(a)(2) and (f):
Category Positions Minority Female
*Executives 35 5 (15%) 8 (23%)
*Managers 419 60 (14%) 142 (34%)
*Asst. Managers 111 12 (11%) 14 (13%)
Supervisors 241 73 (30%) 116 (48%)
*Officials & Managers 806 150 (18.6%) 280 (34.7%)
*Professionals 844 120 (14%) 305 (36%)
*Technicians 75 11 (15%) 21 (28%)
*Sales 13 2 (15%) 6 (46%)
Office & Clerical 697 171 (25%) 575 (82%)
*Craftworkers 84 20 (24%) 6 (7%)
*Operatives 77 28 (36%) 28 (36%)
*kaborers 385 317 (82%) 169 (44%)
Service Workers 1,380 471 (34%) 661 (48%)
61. That Bally's Park Place, as a condition of its operation
certificate is required by January 1, 1981, to increase within the
"officials and managers" level of its workforce from 18 percent to
at least 20 percent minority employees and from 30 percent to at least
37 percent female employees as an interim goal and to increase such
minority and female representation in each of the four subcategories
included within the "officials and managers" level; and that the female
and minority representation in these areas are summarized as follows:

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62. That, as a condition of its casino license, Bally's Park Place
shall by January 1, 1982, seek to achieve interim goals in the "officials
and managers" category of 20% minorities and 40% females;
63. That Bally's Park Place has made good faith efforts to
achieve the protected class employment goals at all levels of its work-
force;
64. That, as a condition of its casino license, Bally's Park Place
shall timely submit information regarding its affirmative action goal
compliance levels in the form and manner prescribed by the Com-
mission staff;
65. That, as a condition of its casino license, Bally's Park Place
shall, within 30 days of this decision, submit a finalized description
of its training program to the Commission staff and shall implement
all phases of said program immediately upon approval of said pro-
gram by Commission staff:
66. That, as a condition of its casino license, Bally's Park Place
shall, at the direction of and in the form prescribed by the Commission
staff, timely submit all relevant information regarding its complaint
review procedure and information evidencing affirmative action it has
taken to afford an equal employment opportunity including but not
limited to methods of employment, upgrading, demotion, transfer,
recruitment, layoff, termination, compensation, and employee selec-
tion as described in N.J.A.C. 19:53-1.5(a)(2);
67. That, subject to the conditions previously stated, Bally's Park
Place has established by clear and convincing evidence its financial
stability, integrity, and responsibility as required by N.J.S.A.
5:12-84(a):
68. That Bally's Park Place has established by clear and convinc-
ing evidence that it has sufficient business ability and casino ex-
perience to make likely the continued maintenance of a successful,
efficient casino operation as required by N.J.S.A. 5:12-84(d).
V. CONCLUSION
Based on our review of the entire record, including our observa-
tion of the witnesses who testified before us, we find that Bally
Manufacturing Corporation and Bally's Park Place qualify for a con-
ditional gaming-related casino service industry license and a con-
ditional casino license, respectively. The major conditions attached to
the licenses are designed to assure that neither William T. O'Donnell
nor Alexander R. A. Wilms can exercise any control or influence over

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the policies, business or activities of either corporate applicant. In the
case of Alexander R. A. Wilms, the conditions underpin both (1) our
concurrence with the Director of the Division of Gaming Enforcement
that Mr. Wilms and members of his family need not qual, fy as part
of the casino license application and (2) our separate determination
that the same individuals need not qualify as part of the gaming-
related casino service industry license application.
In the case of William T. O'Donnell, the conditions must effect
a full severance of Mr. O'Donnell from the applicants. Since Mr.
O'Donnell was clearly a person required to qualify under the casino
license application and since he has failed to establish his good charac-
ter, honesty and integrity by clear and convincing evidence, the Casino
Control Act demands a denial of the casino license application and
the institution of a conservatorship to control the already operating
casino hotel, unless the unqualified person is totally and utterly separ-
ated from the applicant and its holding company. See N.J.S.A.
5:12-105 and -130. lb. Similarly, since Mr. O'Donnell was also re-
quired to qualify under the casino service industry license application,
denial of the casino service industry license would be mandated if any
significant relationship with Mr. O'Donnell continued. See N.J.S.A.
5:12-92(b). Given the virtual identity between Mr. O'Donnell and
Bally Manufacturing for nearly 20 years, any business contact between
them carries as especial significance and the potential for real influence
over company policy. Thus, only unstinting compliance with the
purposely severe conditions appended to the licenses will satisfy the
policies of the Act.
Based on the foregoing and on our belief that the corporate
applicants will honor punctitiously the conditions stated herein, orders
granting an appropriately conditioned casino service industry license
(gaming-related) and casino license to Bally Manufacturing Corpor-
ation and Bally's Park Place, respectively, will be entered. Further,
an order finding William T. O'Donnell not qualified to the standards
of a casino key employee shall also be entered.
Commissioner McWhinney, Dissenting in Part
as to William T. O'Donnell.
While I agree with the majority that William I. O'Donnell does
not qualify, I believe that this finding should be based solely on Mr.
O'Donnell's past associations with Gerardo Catena and with Dino
Cellini. Unlike my fellow Commissioners, I am unable to draw any
conclusions as to Mr. O'Donnell's character from the evidence in the

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record relating to the incident which occurred 13 years ago involving
Southland Distributing Company and an alleged attempt to buy the
votes of members of the Kentucky Legislature.
Moreover, I do not find that any of the other issues raised by
the Division of Gaming Enforcement rises to the level of disqualifica-
tion. In any event, these matters must be balanced against the testi-
mony of the extremely impressive array of character witnesses who
testified on Mr. O'DonnelFs behalf.
You must check the New Jersey Citation Tracker
in the companion looseleaf volume to determine the
history of this case in the New Jersey courts.