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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): November 27, 1998
SANTA FE GAMING CORPORATION
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(Exact Name of Registrant as Specified in Charter)
NEVADA 1-9481 88-0304348
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4949 NORTH RANCHO DRIVE 89130
LAS VEGAS, NEVADA
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702) 658-4300
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NONE
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(Former Name or Former Address, if Changed Since Last Report)
Page 1 of 4 Pages
Exhibit Index at Page 3
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ITEM 5. OTHER EVENTS.
This report is qualified in its entirety by reference to the documents
described herein and attached or incorporated herein as exhibits hereto, which
are incorporated herein by this reference.
Santa Fe Gaming Corporation ("Santa Fe") and Pioneer Finance Corp.
("Pioneer"), a wholly-owned subsidiary of Santa Fe, announced on November 27,
1998 that, as of the expiration of the exchange offer and consent
solicitation with respect to Pioneer's 13 1/2% First Mortgage Bonds due
December 1, 1998 (the "Pioneer Notes"), Pioneer has received and accepted
consents from holders of Pioneer Notes representing approximately $45.8
million principal amount, or 76.4% of the outstanding Pioneer Notes and will
implement the terms provided in the consent solicitation, as amended and
filed by Santa Fe with the Securities and Exchange Commission. The minimum
condition with respect to the exchange offer was not satisfied, and as a
result, the exchange offer was not consummated. Pursuant to the consents,
Pioneer will file for relief under Chapter 11 of the United States Bankruptcy
Code and amend the indenture governing the Pioneer Notes, and the holders of
the Pioneer Notes have agreed to forbear against exercising remedies until
December 15, 2000 as a result of a failure to pay the principal and interest
on the Pioneer Notes at the December 1, 1998 maturity date. In addition,
Pioneer will purchase on a pro-rata basis from all consenting holders an
aggregate of approximately $4.9 million principal amount of Pioneer Notes,
plus accrued interest, and Santa Fe will provide collateral for its currently
unsecured guarantee of the Pioneer Notes through the pledge of stock of
several of its subsidiaries and a grant of liens on certain of its other
assets.
Santa Fe also announced that it has been advised by the American Stock
Exchange that it does not fully satisfy all the guidelines for continued listing
of Santa Fe's common and preferred stock on the exchange.
A copy of the press release dated November 27, 1998 issued by Pioneer and
Santa Fe, relating to the receipt of the requisite consents pursuant to the
consent solicitation, is filed as an exhibit to this Current Report on Form 8-K.
2
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ITEM 7. EXHIBITS.
The following exhibits are filed with this current report on Form 8-K:
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release dated November 27, 1998.
</TABLE>
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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.
SANTA FE GAMING CORPORATION
Date: November 30, 1998 By: /s/ Thomas K. Land
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Thomas K. Land
Senior Vice President and
Chief Financial Officer
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Exhibit 99.1
[SANTA FE GAMING CORPORATION LOGO]
Pioneer Finance Corp. and Santa Fe Gaming Corp. Announce Receipt and
Acceptance of Requisite Consents
LAS VEGAS, Nov. 27 /PRNewswire/ -- Pioneer Finance Corp. ("Pioneer"), a
subsidiary of Santa Fe Gaming Corporation, ("Santa Fe") a diversified gaming
company headquartered in Las Vegas, announced today that Santa Fe will file a
Form 8K with the Securities and Exchange Commission ("SEC") reporting the
results upon expiration of the exchange offer and consent solicitation with
respect to its 13-1/2% First Mortgage Bonds due December 1, 1998 (the
"Pioneer Notes"). The minimum condition with respect to the exchange offer
was not satisfied, therefore the exchange offer will not be consummated.
Pioneer did receive and accept consents from holders of Pioneer Notes
representing approximately $45.8 million principal amount, or 76.4% of the
outstanding Pioneer Notes and will implement the terms provided in the
consent solicitation, as amended and filed by Santa Fe with the SEC and
briefly outlined below.
Pursuant to the consents, Pioneer will purchase on a pro-rata basis from
all consenting holders, an aggregate $6.5 million principal amount of 13-1/2%
Notes, plus accrued interest. Pioneer also expects to repurchase from
non-consenting holders their pro-rata amount of 13-1/2% Notes upon
consummation of the plan of reorganization referenced below.
The indenture governing the Pioneer Notes will be amended to reflect
certain amendments proposed and accepted in connection with the consent
solicitation. In addition, Santa Fe will provide collateral for its currently
unsecured guarantee of 13-1/2% Notes, through the pledge of stock of several
of its subsidiaries and a grant of liens on substantially all of its other
assets.
Pursuant to the consents, the consenting holders have agreed, among
other things, to forbear against exercising remedies until December 15, 2000
as a result of a failure to pay the principal and interest on the Pioneer
Notes at the December 1, 1998 maturity date. Pioneer has agreed to seek
confirmation of a plan of reorganization that provides for treatment of the
Pioneer Notes in a manner substantially the same as proposed in the exchange
offer, and the consenting holders have agreed to vote to accept such a plan
of reorganization. Any such plan of reorganization would also be subject to
approval of the bankruptcy court, and potentially of other creditors. No
assurance can be given that the plan of reorganization to be submitted by
Pioneer will be approved. In connection with a Pioneer bankruptcy
proceeding, it is possible that Pioneer Hotel Inc., which owns and operates
the Pioneer Hotel & Gambling Hall, and Santa Fe may file for bankruptcy
relief.
(more)
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In addition, Santa Fe announced today that it has been advised by the
American Stock Exchange that it does not fully satisfy all the guidelines for
continued listing of Santa Fe's common and preferred stock. Accordingly,
there can be no assurance that such stock issues will continue to be listed
on the exchange.
Santa Fe Gaming Corporation owns and operates the Santa Fe Hotel and
Casino in northwest Las Vegas and the Pioneer Hotel & Gambling Hall in
Laughlin, Nevada. In addition, the Company holds several real estate parcels
for future development within or in the area surrounding Las Vegas, Nevada.
SOURCE Pioneer Finance Corp.
-0- 11/27/98
/CONTACT: Thomas K. Land, Chief Financial Officer of Santa Fe Gaming
Corporation, 702-658-4340/
(SGM)
-0-
