EXHIBIT(A)(6)
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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October 31, 2000
To Our Clients:
Enclosed for your consideration are the Offer to Purchase dated October
31, 2000 (the "Offer to Purchase") and the applicable Letter(s) of Transmittal
(which, as amended or supplemented from time to time, together constitute the
"Offer") in connection with the Offer by Dunes Hotels and Casinos, Inc., a New
York corporation (the "Dunes"), 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. The term "Share" means either a Common Share or a Preferred Share, as
applicable.
Holders of Shares whose certificates for such Shares (the "Share
Certificates") are not immediately available, or who cannot deliver their Share
Certificates and all other required documents to ChaseMellon Shareholder
Services (the "Depositary") on or prior to the Expiration Date (as defined in
the Offer to Purchase), or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Shares according to the
guaranteed delivery procedures set forth in "THE OFFER--3. Procedures for
Accepting the Offer and Tendering Shares" in the Offer to Purchase.
We are the holder of record (directly or indirectly) of Shares for your
account. A tender of such Shares can be made only by us or our nominees as the
holder of record and pursuant to your instructions. The enclosed Letter(s) of
Transmittal are furnished to you for your information only and cannot be used
by you to tender Shares held by us for your account.
Accordingly, we request instructions as to whether you wish to have us
tender on your behalf any or all of the Shares held by us for your account,
pursuant to the terms and conditions set forth in the Offer.
Please note the following:
1. The tender price is $1.00 per Common Share and $30.00 per Preferred
Share, net to you in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer.
2. The Offer is being made for all outstanding Common Shares and
Preferred Shares.
<PAGE>
3. The Offer for the Common Shares is conditioned on their being less
than 300 holders of record of each of the Preferred Shares and the
Common Shares after the closing of the Offer, which would result in
the Dunes no longer being a public company.
4. Any stock transfer taxes applicable to the sale of Shares to the
Dunes pursuant to the Offer will be paid by the Dunes, except as
otherwise provided in Instruction 6 of the Letters of Transmittal.
5. The Offer and withdrawal rights will expire at 4:00 p.m., Central
Time, on October 31, 2000, unless the Offer is extended.
6. Payment for Shares purchased pursuant to the Offer will in all
cases be made only after timely receipt by the Depositary of
(a) Share Certificates or timely confirmation of the book-entry
transfer of such Shares into the account maintained by the
Book-Entry Transfer Facility (as described in the Offer to
Purchase), pursuant to the procedures set forth in "THE OFFER--3.
Procedures for Accepting Offer and Tendering Shares" in the Offer
to Purchase, (b) the applicable Letter(s) of Transmittal (or a
facsimile(s) thereof), properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as
defined in the Offer to Purchase), in connection with a
book-entry delivery and (c) any other documents required by the
applicable Letter(s) of Transmittal. Accordingly, payment may
not be made to all tendering stockholders at the same time,
depending upon when Share Certificates or confirmations of
book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility are actually
received by the Depositary.
If you wish to have us tender any or all of the Shares held by us for
your account, please so instruct us by completing, executing, detaching and
returning to us the instruction form set forth on the back page of this letter.
If you authorize the tender of your Shares, all such Shares will be tendered
unless otherwise specified in your instructions. An envelope to return your
instructions to us is enclosed. Your instructions should be forwarded to us in
ample time to permit us to submit a tender on your behalf prior to the
expiration of the Offer. If you do not instruct us to tender your Shares, they
will not be tendered.
The Offer is made solely by the Offer to Purchase and the related Letters
of Transmittal and is being made to all holders of Shares. The Dunes is not
aware of any state where the making of the Offer is prohibited by
administrative or judicial action pursuant to any valid state statute. If the
Dunes becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of the Shares pursuant thereto, the Dunes will make a
good faith effort to comply with such statute or seek to have such statute
declared inapplicable to the Offer.
If, after such good faith effort, the Dunes cannot comply with such state
statute, the Offer will not be made to (nor will tenders be accepted from or on
behalf of) holders of Shares in such state.
2
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK AND
SERIES B, $7.50 CUMULATIVE PREFERRED STOCK
OF
DUNES HOTELS AND CASINOS, INC.
BY
DUNES HOTELS AND CASINOS, INC.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase dated October 31, 2000 (the "Offer to Purchase") and the applicable
Letter(s) of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer") in connection with the Offer by Dunes Hotel
and Casinos Inc., a New York corporation (the "Dunes"), to purchase all of the
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. The term
"Share" means either a Common Share or a Preferred Share, as applicable.
This will instruct you to tender to the Dunes the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offer.
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Class of Shares Number of SIGN HERE
to be Tendered Shares to be
Tendered*
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Common Stock Signature(s)
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Preferred Stock Please type or print name(s)
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Please type or print address
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Area Code and Telephone Number
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Taxpayer Identification or Social
Security Number
Dated: ____________, 2000
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* Unless otherwise indicated, it will be assumed that you instruct us to
tender all Shares held by us for your account.
