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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): July 31, 1995
SAHARA GAMING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 1-9481 88-0304348
(STATE OR OTHER (COMMISSION FILE (I.R.S. EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
2535 Las Vegas Blvd. South, Las Vegas, Nevada 89109
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 737-2111
None
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
Santa Fe Hotel Inc., a wholly-owned subsidiary of Sahara Gaming
Corporation, commenced an offer to repurchase and consent solicitation on July
28, 1995 with respect to its 11% First Mortgage Notes Due 2000 (the "Notes").
Pursuant to the offer to repurchase, Santa Fe Hotel Inc. is offering to purchase
for cash up to $2l.5 million principal amount of the Notes, including Notes that
may be issued upon exercise of outstanding warrants to acquire additional Notes
(the "Warrants"), at a price of $1,010 per $1,000 principal amount, plus accrued
interest. Commencement of the offer to repurchase causes the Warrants to become
exercisable until September 11, 1995. The repurchase offer is being made
pursuant to the Indenture governing the Notes because a casino in Parkville,
Missouri that Santa Fe Hotel Inc. intended to develop was not operating by June
30, 1995.
As an alternative to the repurchase offer, Santa Fe Hotel Inc. is
soliciting consents to amendments to the Indenture to modify the requirements of
the repurchase offer. The amendments would permit Santa Fe Hotel Inc. to retain
a portion of the cash that would otherwise be used to make the repurchase offer
and to use the retained cash for certain permitted uses. Santa Fe Hotel Inc. is
conditioning the consent solicitation upon receipt of consents from the holders
of all outstanding Notes other than Notes in the aggregate principal amount of
$10 million. In the event holders of more than $10 million of Notes do not
consent to the amendments, Santa Fe Hotel Inc. will consummate the repurchase
offer. If the consents become effective, Santa Fe Hotel Inc. is offering to pay
to each holder of the Notes validly consenting to the amendments a consent
payment equal to $15 for each $1,000 principal amount of Notes, and Santa Fe
Hotel Inc. will consummate the repurchase offer with respect to up to a maximum
$10 million principal amount of Notes. Additionally, if the consents became
effective and contingent upon certain other conditions, Sahara Gaming
Corporation will cause a subsidiary to grant a subordinated security interest in
certain real property on the Las Vegas Strip for the benefit of the Santa Fe
Hotel Inc. noteholders.
The offer, solicitation, proration period and withdrawal rights will
expire at 5:00 p.m., New York City time, on Friday, August 25, 1995, unless
extended.
A copy of Sahara Gaming Corporation's press release with respect to
the repurchase offer and consent solicitation is filed as an exhibit to this
Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits
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99.1 July 31, 1995 Press Release.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAHARA GAMING CORPORATION, a Nevada corporation
By: /s/ Thomas K. Land
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Name: Thomas K. Land
Title: Senior Vice President
July 31, 1995
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 July 31, 1995 Press Release
4
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Exhibit 99.1
FOR IMMEDIATE RELEASE: Monday, July 31, 1995
CONTACT: Thomas K. Land Madeleine Franco
Sahara Gaming Corporation Jordan Richard Assoc.
702-727-2750 801-595-8611
SANTA FE HOTEL INC. COMMENCES REPURCHASE OFFER AND CONSENT SOLICITATION
LAS VEGAS, NEVADA, July 31, 1995 --- Santa Fe Hotel Inc., a wholly-
owned subsidiary of Sahara Gaming Corporation (AMEX:SGM), announced today that
on July 28, 1995 it commenced an offer to repurchase and consent solicitation
with respect to its 11% First Mortgage Notes Due 2000. Pursuant to the offer
to repurchase, Santa Fe Hotel Inc. is offering to purchase for cash up to
$2l.5 million principal amount of the Notes, including Notes that may be
issued upon exercise of outstanding warrants to acquire additional Notes, at a
price of $1,010 per $1,000 principal amount, plus accrued interest.
Commencement of the offer to repurchase causes the Warrants to become
exercisable until September 11, 1995. The repurchase offer is being made
pursuant to the Indenture governing the Notes because a casino in Parkville,
Missouri that Santa Fe Hotel Inc. intended to develop was not operating by
June 30, 1995.
As an alternative to the repurchase offer, Santa Fe Hotel Inc. is
soliciting consents to amendments to the Indenture to modify the requirements
of the repurchase offer. The amendments would permit Santa Fe Hotel Inc. to
retain the cash that would otherwise be used to make the repurchase offer and
to use the retained cash for certain permitted uses, including the development
of a casino hotel in the Green Valley area of Henderson, Nevada. Santa Fe
Hotel Inc. is conditioning the consent solicitation upon receipt of consents
from the holders of all outstanding Notes other than Notes in the aggregate
principal amount of $10 million. In the event holders of more than $10
million of Notes do not consent to the amendments, Santa Fe Hotel Inc. will
consummate the repurchase offer. If the consents become effective, Santa Fe
Hotel Inc. is offering to pay to each holder of the Notes validly consenting
to the amendments a consent payment equal to $15 for each $1,000 principal
amount of Notes, and Santa Fe Hotel Inc. will consummate the repurchase offer
with respect to up to a maximum $10 million principal amount of Notes.
Additionally, if the consents become effective, Sahara Gaming will cause a
subsidiary to grant a subordinated security interest for the benefit of the
Santa Fe Hotel Inc. noteholders in certain real property on the Las Vegas
Strip.
The offer, solicitation, proration period and withdrawal rights will
expire at 5:00 p.m., New York City time, on Friday, August 25, 1995, unless
extended. IBJ Schroder Bank & Trust Company is acting as depositary for the
offer and solicitation.
Sahara Gaming Corporation owns and operates the Sahara Hotel &
Casino and the Hacienda Hotel and Casino on the Las Vegas Strip, the Santa Fe
Hotel and Casino in northwest Las Vegas, and the Pioneer Hotel & Gambling Hall
in Laughlin, Nevada.
