EXHIBIT(A)(5)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
DUNES HOTELS AND CASINOS, INC.
COMMON STOCK AT $1.00 NET PER COMMON SHARE AND
SERIES B, $7.50 CUMULATIVE PREFERRED STOCK AT $30.00 NET PER PREFERRED SHARE
BY
DUNES HOTELS AND CASINOS, INC.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 4:00 P.M.,
CENTRAL TIME, ON DECEMBER 29, 2000 UNLESS THE OFFER IS EXTENDED.
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To Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees:
We are enclosing the material below in connection with Dunes Hotels and
Casinos, Inc. (the "Dunes") offer to purchase all outstanding shares of its
Common Stock, $0.50 par value (the "Common Shares"),and Series B, $7.50
Cumulative Preferred Stock, $0.50 par value (the "Preferred Shares"), at a
purchase price of $1.00 per Common Share and $30.00 per Preferred Share, in
each case net to the seller in cash without interest thereon and subject to
reduction for any applicable federal backup or other withholding or stock
transfer taxes, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated October 31, 2000, and the applicable Letter(s) of
Transmittal (which, as amended or supplemented from time to time, together
constitute the "Offer"). The term "Share" means either a Common Share or a
Preferred Share, as applicable.
Please furnish copies of the enclosed materials to those of your clients
for whose accounts you hold Shares registered in your name or in the name of
your nominee.
Enclosed for your information and use are copies of the following
documents:
a. Offer to Purchase, dated October 31, 2000;
b. Letter of Transmittal to be used by holders of Common Shares in
accepting the Offer and tendering Common Shares;
c. Letter of Transmittal to be used by holders of Preferred Shares in
accepting the Offer and tendering Preferred Shares.
d. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents are not immediately
available or cannot be delivered to ChaseMellon Shareholder Services
(the "Depositary") by the Expiration Date (as defined in the Offer
to Purchase) or if the procedure for book-entry transfer cannot be
completed by the Expiration Date;
e. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee,
with space provided for obtaining such clients' instructions with
regard to the Offer; and
f. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
<PAGE>
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE
NOTE THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 4:00 P.M., CENTRAL TIME,
ON DECEMBER 29, 2000 UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates evidencing such Shares (or a confirmation of a book-entry transfer
of such Shares into the Depositary's account at the Book-Entry Transfer
Facility (as defined in the Offer to Purchase)), (ii) the applicable Letter(s)
of Transmittal (or facsimile(s) thereof) properly completed and duly executed
or an Agent's Message (as defined in the Offer to Purchase) in connection with
a book-entry delivery of Shares and (iii) any other required documents.
If a holder of Shares wishes to tender, but cannot deliver such holder's
certificates or other required documents, or cannot comply with the procedure
for book-entry transfer, prior to the expiration of the Offer, a tender of
Shares may be effected by following the guaranteed delivery procedure described
in "THE OFFER--3. Procedures for Accepting the Offer and Tendering Shares" in
the Offer to Purchase.
Dunes will not pay any fees or commissions to any broker, dealer or other
person (other than the Depositary as described in the Offer to Purchase) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
However, Dunes will reimburse you for reasonable and necessary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials
to your clients. Dunes will pay or cause to be paid any stock transfer taxes
payable with respect to the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letters of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed
to, and additional copies of the enclosed material may be obtained by
contacting, the Dunes at its address and telephone numbers set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
Dunes Hotels and Casinos, Inc.
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Nothing contained herein or in the enclosed documents shall authorize you or any
other person to act on behalf of or as the agent of Dunes Hotels and Casinos,
Inc., or affiliate, or authorize you or any other person to use any document or
to make any statement on behalf of any of them in connection with the Offer
other than the enclosed documents and the statements contained therein.
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