SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported) March 26, 1997
DUNES HOTELS AND CASINOS INC.
(Exact name of registrant as specified in charter)
New York
(State or other jurisdiction of incorporation)
1-4385 11-1687244
(Commission File Number) (IRS Employer Identification No.)
4045 South Spencer St., Ste. 206, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 732-7474
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
The Company previously reported the matter known as FEDERAL
DEPOSIT INSURANCE CORPORATION (FDIC), ET AL, V. JOHN B. ANDERSON,
ET AL., United States District Court, District of Nevada, Case
No., CV-S-95-00679-PMP (LRL). Mr. Anderson, through his ownership
of Cedar Development Co., the parent of Baby Grand Corp. and J.B.A.
Investments, Inc., owns approximately 4,280,756 shares or 67.2% of
the outstanding voting shares of the Company. On March 26, 1997,
the Company received a copy of a letter to Baby Grand Corp. from
the FDIC which stated, among other things, that all rights
pertaining to the Pledged Collateral, including the Pledged Dunes
Shares, shall hereby cease, and all such rights are hereby vested
in the FDIC, who shall hereby have the sole right to exercise such
voting and other consensual rights and to receive such dividends,
distributions and other interest payments with respect to the
Pledged Collateral, including the Pledged Dunes Shares (Baby Grand
Corp. owns approximately 1,280,756 shares or 20.1% of the
outstanding voting shares of the Company). On March 26, 1997, the
Company received a copy of a letter to J.B.A. Investments, Inc.
from the FDIC which stated, among other things, that all rights of
JBA to exercise the voting and other consensual rights pertaining
to the Pledged Collateral, including the Pledged Dunes Shares,
which it would otherwise be entitled to exercise, and to receive
the dividends, distributions and interest payments which it would
otherwise be authorized to receive shall cease, and all such rights
shall thereupon become vested in the FDIC, which shall thereupon
have the sole right to exercise such voting and other consensual
rights and to receive such dividends, distributions and interest
payments (J.B.A. Investments, Inc. owns 3,000,000 shares or 47.1%
of the outstanding voting shares of the Company.
On April 2, 1997, the Company received copies of letters dated
March 28, 1997, in which John B. Anderson on behalf of himself,
Cedar Development Co., Baby Grand Corp. and J.B.A. Investments,
Inc., advised the FDIC that they disagreed with the FDIC's
contention that the FDIC holds the right to assert voting control
over the Pledged Dunes Shares, as well as certain other pledged
shares, and that the Anderson entities would continue to conduct
their business, including ownership of the Pledged Dunes Shares, as
they deemed appropriate under the circumstances.
Depending on a resolution of the foregoing, should the FDIC
successfully assert voting rights over the Pledged Dunes Shares,
there will be a change in control of the Company. The Company
cannot predict the outcome of the foregoing at this time.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT NO. DESCRIPTION
10.01 Letter dated March 18, 1997, to Baby Grand Corp.,
160 E. Flamingo Road, Las Vegas, Nevada 89109, Re:
Pledged Shares of Dunes Hotels and Casinos Inc.
10.02 Letter dated March 18, 1997, to J.B.A. Investments,
Inc., c/o John B. Anderson, Anderson Farms, Mace
Blvd. and Road 32A, Davis, California 95616, Re:
Pledged Shares of Dunes Hotels and Casinos Inc.
10.03 Letter dated March 28, 1997, to Federal Deposit
Insurance Corporation from Baby Grand Corp., Re:
Pledged Shares of Dunes Hotels and Casinos Inc.
10.04 Letter dated March 28, 1997, to Federal Deposit
Insurance Corporation from Cedar Development Co.,
Re: Pledged Shares of Baby Grand Corp.
10.05 Letter dated March 28, 1997 to Federal Deposit
Insurance Corporation from John B. Anderson, Re:
Pledged Shares of Cedar Development Co.
10.06 Letter dated March 28, 1997, to Federal Deposit
Insurance Corporation from JBA Investments, Inc.,
Re: Pledged Shares of Dunes Hotels and Casinos Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
DUNES HOTELS AND CASINOS INC.
(Registrant)
Dated: April 9, 1997 By: /s/ James H. Dale
James H. Dale, Treasurer
FEDERAL DEPOSIT INSURANCE CORPORATION
4 Park Plaza Mailing Address:
Irvine, California 92714 P.O. Box 9349
Newport Beach, California 92658
March 18, 1997
Baby Grand Corp.
160 E. Flamingo Road
Las Vegas, Nevada 89109
RE: PLEDGED SHARES OF DUNES HOTELS AND CASINOS INC.
Ladies and Gentlemen:
Baby Grand Corp., a Nevada corporation ("Baby Grand"), has
previously entered into that certain Baby Grand Pledge Agreement,
dated as of November 30, 1989 (the "Baby Grand Pledge
Agreement"), with the Federal Deposit Insurance Corporation, a
corporation organized under the laws of the United States, acting
in its corporate capacity, and as successor and assignee of
Eurekabank, formerly known as Eureka Federal Savings and Loan
Association (the "FDIC"). Concurrently with the execution of the
Baby Grand Pledge Agreement, John B. Anderson and Edith Anderson
(collectively, "Anderson") entered into that certain Debtor-
Creditor Agreement (the "Debtor-Creditor Agreement") with the
FDIC. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Baby Grand
Pledge Agreement.
THE BABY GRAND PLEDGE AGREEMENT
Pursuant to Sections 2 and 3 of the Baby Grand Pledge
Agreement, Baby Grand pledged certain collateral (the "Pledged
Collateral") as security for the fulfillment of all obligations
of Anderson and the other Anderson Parties under the Settlement
Documents, whether for payment of principal, interest, fees,
expenses or otherwise, and all obligations of Baby Grand existing
under the Baby Grand Pledge Agreement (collectively, the
"Obligations").
The Pledged Collateral included all of Baby Grand's right
and interest, whether then existing or acquired after the
execution of the Baby Grand Pledge Agreement, in and to the
following:
1. All shares of common stock (the "Dunes Shares") of
Dunes Hotels and Casinos Inc. ("Dunes") then owned by
Baby Grand (the "Pledged Dunes Shares");
2. The certificates representing the Pledged Dunes Shares;
3. All dividends, cash, instruments and other property
from time to time received, receivable or otherwise
distributed in respect of or in exchange for any all or
all of the Pledged Dunes Shares; and
4. All additional shares of stock of Dunes from time to
time acquired by Baby Grand in any manner, and the
certificates representing such additional shares, and
all dividends, cash, instruments and other property
from time to time received, receivable or otherwise
distributed in respect of or in exchange for any all or
all of such Dunes Shares.
The Pledged Dunes Shares included 1,280,756 shares of the
common stock of Dunes.
Section 7(b) of the Baby Grand Pledge Agreement provides,
among other things, that upon the occurrence and during the
continuance of an Event of Default or an event which, with the
giving of notice or the lapse of time, or both, would become an
Event of Default, all rights of Baby Grand to exercise the voting
and other consensual rights pertaining to the Pledged Collateral,
including the Pledged Dunes Shares, which it would otherwise be
entitled to exercise pursuant to Section 7(a) of the Baby Grand
Pledge Agreement, and to receive the dividends, distributions and
interest payments which it would otherwise be authorized to
receive (all of which amounts were to be immediately paid to the
FDIC on behalf of Anderson) pursuant to Section 7(a) of the Baby
Grand Pledge Agreement shall cease, and all such rights shall
thereupon become vested in the FDIC, which shall thereupon have
the sole right to exercise such voting and other consensual
rights and to receive such dividends, distributions and interest
payments and apply the same to the General Debt as required by
the Debtor-Creditor Agreement. In additional, Section 12 of the
Baby Grand Pledge Agreement provides for additional remedies upon
the occurrence and continuation of an Event of Default. These
additional remedies, include, without limitation, the right of
the FDIC to sell the Pledged Dunes Shares upon and during the
occurrence of an Event of Default.
THE DEBTOR-CREDITOR AGREEMENT
Section 8.01(a) of the Debtor-Creditor Agreement provides
that the failure to make the payment of principal or interest on
the General Debt, when and as the same shall become due and
payable, whether at maturity thereof, on a date fixed for
prepayment, or by acceleration or otherwise, shall, at the sole
discretion of the FDIC, be deemed an Event of Default.
Anderson has failed, and continues to fail, to make payments
of principal and interest on the General Debt when the same
became due and payable. On January 25, 1993 and again on
February 12, 1993, Eurekabank (predecessor-in-interest to the
FDIC) sent, and Anderson and the Anderson Parties received,
Notices of Default pursuant to Sections 8.01, 8.02(a) and 9.10 of
the Debtor-Creditor Agreement, declaring Anderson in default of
its obligations under, among other things, the Debtor-Creditor
Agreement. On May 11, 1995, the FDIC sent, and Anderson and the
Anderson Parties received, Notices of Default pursuant to
Sections 8.01, 8.02(a) and 9.10 of the Debtor-Creditor Agreement,
declaring Anderson in default of its obligations under, among
other things, the Debtor-Creditor Agreement. On August 28, 1996,
judgment was entered in the matter of in FDIC V. JOHN B.
ANDERSON, ET AL., Case No. CV-S-95-00679-PMP (LRL), by the United
States District Court for the District of Nevada, wherein said
Court specifically found that Anderson had failed, and continues
to fail, to make payments of principal and interest on the
General Debt when the same became due and payable and said Court,
among other things, granted the FDIC judgment for specific
performance of the Debtor-Creditor Agreement.
An Event of Default under the Debtor-Creditor Agreement
having occurred and continuing, notice is hereby given to Baby
Grand and Dunes that all rights of Baby Grand to exercise the
voting and other consensual rights pertaining to the Pledged
Collateral, including the Pledged Dunes Shares, shall hereby
cease, and all such rights are hereby vested in the FDIC, who
shall hereby have the sole right to exercise such voting and
other consensual rights and to receive such dividends,
distributions and interest payments with respect to the Pledged
Collateral, including the Pledged Dunes Shares. The FDIC further
reserves the right to demand of Dunes, or petition a court of
competent jurisdiction to require, that a special meeting of the
stockholders of Dunes be called to consider such matters as may
be lawfully considered and acted upon at such meeting.
The exercise by the FDIC of its rights under the Baby Grand
Pledge Agreement shall not be deemed to be a waiver or in
derogation of any right or remedy available to the FDIC, either
pursuant to the Baby Grand Pledge Agreement, the Debtor-Creditor
Agreement, the Consent Judgment or otherwise, nor shall the
exercise by the FDIC of any of its rights under the Baby Grand
Pledge Agreement be deemed to be a waiver of any other rights or
of any Event of Default and any failure by the FDIC to exercise
any rights under the Baby Grand Pledge Agreement, the Debtor-
Creditor Agreement, the Consent Judgment or otherwise shall not
be deemed to be a waiver of or an acquiescence to any Event of
Default.
The application by the FDIC to the Nevada Gaming Commission
for the approval of the exercise by the FDIC of its rights under
the Baby Grand Pledge Agreement, the Debtor-Creditor Agreement,
the Consent Judgment or otherwise shall not be deemed to be a
waiver or in derogation of any right or remedy available to the
FDIC, either pursuant to the Baby Grand Pledge Agreement, the
Debtor-Creditor Agreement, the Consent Judgment or otherwise, nor
shall the application by the FDIC to the Nevada Gaming Commission
for such approval be deemed to be a waiver of any other rights or
of any Event of Default and any failure by the FDIC to exercise
any rights under the Baby Grand Pledge Agreement, the Debtor-
Creditor Agreement, the Consent Judgment or otherwise shall not
be deemed to be a waiver of or an acquiescence to any Event of
Default.
Very truly yours,
Federal Deposit Insurance Corporation
By: /s/ R. Michael Flick
Name: R. Michael Flick
Title: Credit Specialist
cc: John B. Anderson Dunes Hotels and Casinos Inc.
Edith Anderson 4045 South Spencer Street,#206
c/o Anderson Farms Las Vegas, Nevada 89119
Mace Blvd. and Road 32A
Davis, California 95616
Dunes Hotels and Casinos Inc. James Dale
c/o CT Corporation c/o Anderson Farms
1633 Broadway Mace Blvd. and Road 32A
New York, NY 10019 Davis, California 95616
Dunes Hotels and Casinos Inc. James Dale
c/o Corporation Trust Co. c/o M & R Investment Co.
of Nevada 4045 South Spencer Ave, #206
One East First Street Las Vegas, Nevada 89119
Reno, NV 89501
Larry L. Bertsch Joseph Burt
229 Las Vegas Blvd. So., c/o Maxim Hotel & Casino
#206 160 E. Flamingo Road
Las Vegas, Nevada 89101 Las Vegas, Nevada 89101
Vargas & Bartlett Theodore H. Latty
3800 Howard Hughes Parkway, Hughes Hubbard & Reed LLP
7th Floor 350 South Grand Ave, 36th
Las Vegas, Nevada 89109 Floor
Attention: Michael J. Los Angeles, California 90071
Bonner, Esq.
FEDERAL DEPOSIT INSURANCE CORPORATION
4 Park Plaza Mailing Address:
Irvine, California 92714 P.O. Box 9349
Newport Beach, California 92658
March 18, 1997
J.B.A. Investments, Inc.
c/o John B. Anderson
Anderson Farms
Mace Blvd. and Road 32A
Davis, California 95616
RE: PLEDGED SHARES OF DUNES HOTELS AND CASINOS INC.
Ladies and Gentlemen:
J.B.A. Investments, Inc., a Nevada corporation ("JBA"), has
previously entered into that certain Amended and Restated J.B.A.
Pledge Agreement, dated as of November 30, 1989 (the "JBA Pledge
Agreement"), with the Federal Deposit Insurance Corporation, a
corporation organized under the laws of the United States, acting
in its corporate capacity, and as successor and assignee of
Eurekabank, formerly known as Eureka Federal Savings and Loan
Association (the "FDIC"). Concurrently with the execution of the
JBA Pledge Agreement, John B. Anderson and Edith Anderson
(collectively, "Anderson") entered into that certain Debtor-
Creditor Agreement (the "Debtor-Creditor Agreement") with the
FDIC. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the JBA Pledge
Agreement.
THE JBA PLEDGE AGREEMENT
Pursuant to Sections 2 and 3 of the JBA Pledge Agreement,
JBA pledged certain collateral (the "Pledged Collateral") as
security for the fulfillment of all obligations of Anderson and
the other Anderson Parties under the Settlement Documents,
whether for payment of principal, interest, fees, expenses or
otherwise, and all obligations of JBA existing under the JBA
Pledge Agreement (collectively, the "Obligations").
The Pledged Collateral included all of JBA's right and
interest, whether then existing or acquired after the execution
of the JBA Pledge Agreement, in and to the following:
1. All shares of common stock (the "Dunes Shares") of
Dunes Hotels and Casinos Inc. ("Dunes") then owned by
JBA (the "Pledged Dunes Shares");
2. The certificates representing the Pledged Dunes Shares;
3. All dividends, cash, instruments and other property
from time to time received, receivable or otherwise
distributed in respect of or in exchange for any all or
all of the Pledged Dunes Shares; and
4. All additional shares of stock of Dunes from time to
time acquired by JBA in any manner, and the
certificates representing such additional shares, and
all dividends, cash, instruments and other property
from time to time received, receivable or otherwise
distributed in respect of or in exchange for any all or
all of such Dunes Shares.
The Pledged Dunes Shares included 3,400,000 shares of the
common stock of Dunes, including 3,000,000 shares of the common
stock of Dunes evidenced by certificates numbers 12260-12319,
copies of which are attached for your reference. Such
certificates are, and since the date of the JBA Pledge Agreement
have continuously been, in the possession or held for the benefit
of the FDIC.
Section 7(b) of the JBA Pledge Agreement provides, among
other things, that upon the occurrence and during the continuance
of an Event of Default or an event which, with the giving of
notice or the lapse of time, or both, would become an Event of
Default, all rights of JBA to exercise the voting and other
consensual rights pertaining to the Pledged Collateral, including
the Pledged Dunes Shares, which it would otherwise be entitled to
exercise pursuant to Section 7(a) of the JBA Pledge Agreement,
and to receive the dividends, distributions and interest payments
which it would otherwise be authorized to receive (all of which
amounts were to be immediately paid to the FDIC on behalf of
Anderson) pursuant to Section 7(a) of the JBA Pledge Agreement
shall cease, and all such rights shall thereupon become vested in
the FDIC, which shall thereupon have the sole right to exercise
such voting and other consensual rights and to receive such
dividends, distributions and interest payments and apply the same
to the General Debt as required by the Debtor-Creditor Agreement.
In additional, Section 9 of the JBA Pledge Agreement provides for
additional remedies upon the occurrence and continuation of an
Event of Default. These additional remedies, include, without
limitation, the right of the FDIC to sell the Pledged Dunes
Shares upon and during the occurrence of an Event of Default.
THE DEBTOR-CREDITOR AGREEMENT
Section 8.01(a) of the Debtor-Creditor Agreement provides
that the failure to make the payment of principal or interest on
the General Debt, when and as the same shall become due and
payable, whether at maturity thereof, on a date fixed for
prepayment, or by acceleration or otherwise, shall, at the sole
discretion of the FDIC, be deemed an Event of Default.
Anderson has failed, and continues to fail, to make payments
of principal and interest on the General Debt when the same
became due and payable. On January 25, 1993 and again on
February 12, 1993, Eurekabank (predecessor-in-interest to the
FDIC) sent, and Anderson and the Anderson Parties received,
Notices of Default pursuant to Sections 8.01, 8.02(a) and 9.10 of
the Debtor-Creditor Agreement, declaring Anderson in default of
its obligations under, among other things, the Debtor-Creditor
Agreement. On May 11, 1995, the FDIC sent, and Anderson and the
Anderson Parties received, Notices of Default pursuant to
Sections 8.01, 8.02(a) and 9.10 of the Debtor-Creditor Agreement,
declaring Anderson in default of its obligations under, among
other things, the Debtor-Creditor Agreement. On August 28, 1996,
judgment was entered in the matter of in FDIC V. JOHN B.
ANDERSON, ET AL., Case No. CV-S-95-00679-PMP (LRL), by the United
States District Court for the District of Nevada, wherein said
Court specifically found that Anderson had failed, and continues
to fail, to make payments of principal and interest on the
General Debt when the same became due and payable and said Court,
among other things, granted the FDIC judgment for specific
performance of the Debtor-Creditor Agreement.
An Event of Default under the Debtor-Creditor Agreement
having occurred and continuing, notice is hereby given to JBA and
Dunes that all rights of JBA to exercise the voting and other
consensual rights pertaining to the Pledged Collateral, including
the Pledged Dunes Shares, shall hereby cease, and all such rights
are hereby vested in the FDIC, who shall hereby have the sole
right to exercise such voting and other consensual rights and to
receive such dividends, distributions and interest payments with
respect to the Pledged Collateral, including the Pledged Dunes
Shares. The FDIC further reserves the right to demand of Dunes,
or petition a court of competent jurisdiction to require, that a
special meeting of the stockholders of Dunes be called to
consider such matters as may be lawfully considered and acted
upon at such meeting.
The exercise by the FDIC of its rights under the JBA Pledge
Agreement shall not be deemed to be a waiver or in derogation of
any right or remedy available to the FDIC, either pursuant to the
JBA Pledge Agreement, the Debtor-Creditor Agreement, the Consent
Judgment or otherwise, nor shall the exercise by the FDIC of any
of its rights under the JBA Pledge Agreement be deemed to be a
waiver of any other rights or of any Event of Default and any
failure by the FDIC to exercise any rights under the JBA Pledge
Agreement, the Debtor-Creditor Agreement, the Consent Judgment or
otherwise shall not be deemed to be a waiver of or an
acquiescence to any Event of Default.
Very truly yours,
Federal Deposit Insurance Corporation
By: /s/ R. Michael Flick
Name: R. Michael Flick
Title: Credit Specialist
cc: John B. Anderson Dunes Hotels and Casinos Inc.
Edith Anderson 4045 South Spencer St., #206
c/o Anderson Farms Las Vegas, Nevada 89119
Mace Blvd. and Road 32A
Davis, California 95616
Dunes Hotels and Casinos Inc. James Dale
c/o CT Corporation c/o Anderson Farms
1633 Broadway Mace Blvd. and Road 32A
New York, NY 10019 Davis, California 95616
Joseph Burt Larry L. Bertsch
c/o Maxim Hotel & Casino 229 Las Vegas Blvd. So., #206
160 E. Flamingo Road Las Vegas, Nevada 89101
Las Vegas, Nevada 89101
Vargas & Bartlett Theodore H. Latty
3800 Howard Hughes Parkway, Hughes Hubbard & Reed LLP
7th Floor 350 South Grand Ave, 36th
Las Vegas, Nevada 89109 Floor
Attention: Michael J. Los Angeles, California 90071
Bonner, Esq.
J.B.A. Investments, Inc.
c/o Kummer Kaempfer Bonner & Renshaw
3800 Howard Hughes Parkway, 7th Fl.
Las Vegas, NV 89109
BABY GRAND CORP.
160 E. Flamingo Road
Las Vegas, Nevada 89109
March 28, 1997
R. Michael Flick
Credit Specialist
Federal Deposit Insurance Corporation
P.O. Box 9349
Newport Beach, CA 92658
Re: Shares of Dunes Hotels & Casinos, Inc.
Dear Mr. Flick:
We are in receipt of your letter dated March 18, 1997,
asserting a right to vote the shares of Dunes Hotels & Casinos,
Inc., owned by Baby Grand Corp. ("Dunes Shares"). We disagree
with your contention that the FDIC holds the right to assert
voting control over the Dunes Shares. We will continue to
conduct our business, including our ownership of the Dunes
Shares, as we deem appropriate under the circumstances.
Please understand that the FDIC will be liable for any
damages should you wrongfully attempt to exercise the voting
rights to the Dunes Shares.
Very truly yours,
/s/ John B. Anderson
John B. Anderson, President
cc: Kummer Kaempfer Bonner & Renshaw
Attn: Michael Bonner
Dunes Hotels & Casinos, Inc.
c/o CT Corporation
1633 Broadway
New York, NY 10019
Dunes Hotels & Casinos, Inc.
4045 S. Spencer Street, Suite 206
Las Vegas, NV 89119
Dunes Hotels & Casinos, Inc.
c/o Corporation Trust Co. of Nevada
One East First Street
Reno, NV 89501
CEDAR DEVELOPMENT CO.
P.O. Box 1410
Davis, CA 95617
March 28, 1997
R. Michael Flick
Credit Specialist
Federal Deposit Insurance Corporation
P.O. Box 9349
Newport Beach, CA 92658
Re: Shares of Baby Grand Corp.
Dear Mr. Flick:
We are in receipt of your letter dated March 18, 1997,
asserting a right to vote the shares of Baby Grand Corp., JBA
Investments, Inc., and J.A., Inc., owned by Cedar Development Co.
(herein collectively "Shares"). We disagree with your contention
that the FDIC holds the right to assert voting control over the
Shares. We will continue to conduct our business, including our
ownership of the Shares, as we deem appropriate under the
circumstances.
Please understand that the FDIC will be liable for any
damages should you wrongfully attempt to exercise the voting
rights to the Shares.
Very truly yours,
/s/ John B. Anderson
John B. Anderson, President
cc: Kummer Kaempfer Bonner & Renshaw
Attn: Michael Bonner
JOHN B. ANDERSON
P.O. Box 1410
Davis, CA 95617
March 28, 1997
R. Michael Flick
Credit Specialist
Federal Deposit Insurance Corporation
P.O. Box 9349
Newport Beach, CA 92658
Re: Shares of Cedar Development Co.
Dear Mr. Flick:
We are in receipt of your letter dated March 18, 1997,
asserting a right to vote the shares of Cedar Development Co.,
owned by John and Edith Anderson ("Cedar Shares"). We disagree
with your contention that the FDIC holds the right to assert
voting control over the Cedar Shares. We will continue to
conduct our business, including our ownership of the Cedar
Shares, as we deem appropriate under the circumstances.
Please understand that the FDIC will be liable for any
damages should you wrongfully attempt to exercise the voting
rights to the Cedar Shares.
Very truly yours,
/s/ John B. Anderson
John B. Anderson
cc: Kummer Kaempfer Bonner & Renshaw
Attn: Michael Bonner
Calfee & Young, PC
Attn: Kent N. Calfee
JBA INVESTMENTS, INC.
P.O. Box 1410
Davis, CA 95617
March 28, 1997
R. Michael Flick
Credit Specialist
Federal Deposit Insurance Corporation
P.O. Box 9349
Newport Beach, CA 92658
Re: Shares of Dunes Hotels & Casinos, Inc.
Dear Mr. Flick:
We are in receipt of your letter dated March 18, 1997,
asserting a right to vote the shares of Dunes Hotels & Casinos,
Inc., owned by JBA Investments, Inc. ("Dunes Shares"). We
disagree with your contention that the FDIC holds the right to
assert voting control over the Dunes Shares. We will continue to
conduct our business, including our ownership of the Dunes Stock
Shares, as we deem appropriate under the circumstances.
Please understand that the FDIC will be liable for any
damages should you wrongfully attempt to exercise the voting
rights to the Dunes Shares.
Very truly yours,
/s/ John B. Anderson
John B. Anderson, President
cc: Kummer Kaempfer Bonner & Renshaw
Attn: Michael Bonner
Dunes Hotels & Casinos, Inc.
c/o CT Corporation
1633 Broadway
New York, NY 10019
Dunes Hotels & Casinos, Inc.
4045 S. Spencer Street, Suite 206
Las Vegas, NV 89119
Dunes Hotels & Casinos, Inc.
c/o Corporation Trust Co. of Nevada
One East First Street
Reno, NV 89501
