SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)(1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No.__)(1)
SANTA FE GAMING CORPORATION
(Name of Issuer)
EXCHANGEABLE REDEEMABLE PREFERRED STOCK,
$2.14 LIQUIDATION PREFERENCE
(Title of Class of Securities)
801904202
(CUSIP Number)
Copy to:
Mr. David H. Lesser Michael Connolly, Esq.
Hudson Bay Partners, L.P. Morrison Cohen Singer & Weinstein, LLP
237 Park Avenue, Suite 900 750 Lexington Avenue
New York, New York 10017 New York, New York 10022
Telephone (212) 692-3622 Telephone (212) 735-8600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 1999
(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-(g), check the following box
|_|.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following page(s))
- ----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
- Page 1 of 10 Pages -
<PAGE>
- Page 2 of 10 Pages -
CUSIP
No. 801904202 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Hudson Bay Partners, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC, PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,984,100** 22.4%
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,984,100** 22.4%
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,984,100** 22.4%
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,984,100** 22.4%
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,984,100
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.4%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
** Mr. Lesser is President, sole director and sole shareholder of Hudson Bay
Partners, Inc., general partner of Hudson Bay Partners, L.P. ("Hudson
Bay"), and, as a result of such affiliation, may be deemed to have shared
voting and dispositive power over the 1,984,100 Shares owned by Hudson Bay;
however, Mr. Lesser expressly disclaims beneficial ownership of any Shares
not directly owned by him.
<PAGE>
- Page 3 of 10 Pages -
CUSIP
No. 801904202 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David H. Lesser IRA - Rollover IRA
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 32,000 0.4%
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
1,984,100** 22.4%
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 32,000 0.4%
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,984,100** 22.4%
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,016,100**
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.8%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
- ----------
** Mr. Lesser is President, sole director and sole shareholder of Hudson Bay
Partners, Inc., general partner of Hudson Bay Partners, L.P. ("Hudson
Bay"), and, as a result of such affiliation, may be deemed to have shared
voting and dispositive power over the 1,984,100 Shares owned by Hudson Bay;
however, Mr. Lesser expressly disclaims beneficial ownership of any Shares
not directly owned by him.
<PAGE>
- Page 4 of 10 Pages -
ITEM 1. Security and Issuer.
This Schedule 13D (this "Schedule") relates to exchangeable redeemable
preferred stock, $2.14 liquidation preference ("Shares"), of Santa Fe Gaming
Corporation, a Nevada corporation (the "Issuer").(2) The principal executive
office of the Issuer is located at 4949 North Rancho Drive, Las Vegas, Nevada
89130.
ITEM 2. Identity and Background.
(a)-(c) The persons filing this statement are Hudson Bay Partners, L.P., a
Delaware limited partnership ("Hudson Bay") of which Hudson Bay Partners, Inc.,
a New York corporation, is the general partner (the "General Partner"), and
David H. Lesser, as beneficiary of the David H. Lesser IRA - Rollover IRA (each,
a "Filing Person" and collectively, the "Filing Persons"). The principal
executive offices of Hudson Bay and the General Partner and the principal
business address of Mr. Lesser are located at 237 Park Avenue, Suite 900, New
York, New York 10017. Hudson Bay's principal business is investments. The
General Partner's principal business is acting as general partner of Hudson Bay.
Mr. Lesser is the sole director and executive officer of the General Partner;
Mr. Lesser's current principal occupation is to serve as President of the
General Partner.
(d)-(e) During the last five years, neither Hudson Bay, the General
Partner, nor Mr. Lesser (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining further violations of or prohibiting activities subject to
federal or state securities laws or finding any violation with respect to such
laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
Hudson Bay used funds from its working capital and margin borrowings for
the acquisition of the Shares. Personal funds of Mr. Lesser were used by the
David H. Lesser IRA Rollover IRA for the acquisition of the Shares.
ITEM 4. Purpose of Transaction.
The Filing Persons acquired the Shares described at Item 5(c) below for
investment purposes. The Filing Persons have recently held discussions with the
Issuer regarding the possibility of an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer, or a change in
the present board of directors of the Issuer. The Filing Persons have been
advised that the Issuer has determined to take no further action with respect to
any such corporate
- --------
(2) The Shares to which this Schedule relates are non-voting securities;
however, the Certificate of Designation relating to the Shares provides
that the holders of the Shares voting as a class have the right to elect
two additional directors to the board of directors if the Issuer for so
long as dividends in an amount equal to dividend payments for four dividend
periods remain accrued and unpaid (a "Dividend Payment Default"). The
Filing Persons were notified of the occurrence of a Dividend Payment
Default on January 15, 1999.
<PAGE>
- Page 5 of 10 Pages -
transaction or change in the board of directors of the Issuer at this time. The
Filing Persons intend to continue to consider various alternative courses of
action and will in the future take such actions with respect to their respective
equity ownership in the Issuer as each Filing Person deems appropriate in light
of the circumstances existing from time to time. Such actions may include making
recommendations to management concerning various business strategies,
acquisitions, dividend policies and other matters, pursuing a transaction or
transactions involving a change in control of the Issuer or such other actions
as each Filing Person may deem appropriate. Such actions also may involve the
purchase of additional Shares or, alternatively, may involve the sale of all or
a portion of the Shares beneficially owned by such Filing Person in the open
market or in privately negotiated transactions to one or more purchasers.
In addition, the Filing Persons, as holders of certain bonds guaranteed by
the Issuer, were among a group of creditors of the Issuer that filed an
involuntary petition under Chapter 7 of Title 11 of the United States Code (the
"Bankruptcy Code") against the Issuer. This involuntary bankruptcy proceeding is
currently pending in the United States Bankruptcy Court for the District of
Nevada, Las Vegas Division, Chapter 7 Case No. 9910315LDR. It is not yet known
whether the Issuer will contest the bankruptcy proceeding or consent to the
relief requested.
Except as described herein, neither Hudson Bay, the General Partner, nor
Mr. Lesser has any plans or proposals which relate to or would result in (a) the
acquisition by any person of additional securities of the Issuer or the
disposition of any such securities, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries, (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (d) any change in the present management of
the Issuer, (e) any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business or
corporate structure, (g) any other material change in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person, (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, or (j) any action similar to
any of the enumerated in (a) through (i) above.
ITEM 5. Interests in Securities of the Issuer.
(a)-(b) As of the date of this filing, Hudson Bay is the record and
beneficial owner of 1,984,100 Shares of the Issuer, constituting approximately
22.4% of the outstanding Shares of the Issuer. Through David H. Lesser IRA -
Rollover IRA, Mr. Lesser is the record and beneficial owner of 32,000 Shares of
the Issuer, constituting approximately 0.4% of the outstanding Shares of the
Issuer, and as a result of his affiliation with the General Partner he may also
be deemed to beneficially own the 1,984,100 Shares owned by Hudson Bay; Mr.
Lesser expressly disclaims beneficial ownership of any Shares not directly owned
by him. Mr. Lesser has sole voting and dispositive power with respect to the
32,000 Shares owned of record individually by him; he may be deemed to share
with Hudson Bay voting and dispositive power over the 1,984,100 Shares owned by
Hudson Bay. The General Partner owns no Shares, except indirectly as general
partner of Hudson Bay. In addition to the Shares, Hudson Bay is the record and
beneficial owner of 53,600 shares of
<PAGE>
- Page 6 of 10 Pages -
common stock, par value $.01 per share, of the Issuer, representing 0.9% of the
issued and outstanding shares.
(c) The following is a description of all transactions in Shares of the
Issuer by the Filing Persons effected during the past sixty (60) days:
<TABLE>
<CAPTION>
Date of Number of Shares Purchase or Sale
Name of Shareholder Purchase or Sale Purchased or (Sold) Price per Share
- ------------------- ---------------- ------------------- ---------------
<S> <C> <C> <C>
Hudson Bay 11/27/98 2,400 0.27000
11/30/98 23,500 0.26340
12/02/98 9,000 0.20750
12/03/98 196,200 0.26970
12/04/98 60,400 0.26960
12/07/98 7,000 0.20750
12/08/98 600 0.20750
12/09/98 2,000 0.20750
12/11/98 5,000 0.20750
12/21/98 1,200 0.20750
12/22/98 4,600 0.20750
12/23/98 146,500 0.26720
12/24/98 55,000 0.27000
12/28/98 23,700 0.26020
12/29/98 87,700 0.26630
12/30/98 22,900 0.20750
12/31/98 343,400 0.26550
01/04/99 66,600 0.25860
01/05/99 3,500 0.20750
01/06/99 77,400 0.26810
01/08/99 700 0.20750
01/19/99 31,200 0.20750
01/20/99 6,000 0.20750
01/21/99 100 0.20750
01/25/99 12,600 0.20750
</TABLE>
<PAGE>
- Page 7 of 10 Pages -
All of the Shares of the Issuer were purchased in open market purchases.
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts Arrangements Understanding or Relationships with Respect to
Securities of the Issuer
There exist no contracts, arrangements, understandings or relationships
(legal or otherwise) between any reporting person or between reporting persons
and any other persons with respect to any securities of the Issuer, including
but not limited to transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
ITEM 7. Materials to be Filed as Exhibits
Exhibit A. Agreement of Joint Filing between Hudson Bay Partners, L.P., and
David H. Lesser, dated January 25, 1999.
<PAGE>
- Page 8 of 10 Pages -
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule is true, complete and
correct.
Dated: January 25, 1999
HUDSON BAY PARTNERS, L.P.
By: Hudson Bay Partners, Inc.
General Partner
By: /s/ David H. Lesser
-----------------------------
David H. Lesser
President
By: /s/ David H. Lesser
-----------------------------------
David H. Lesser, individually
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
- Page 9 of 10 Pages -
EXHIBIT INDEX
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
A Agreement of Joint Filing between
Hudson Bay Partners, L.P. and David
H. Lesser; dated January 25, 1999.
<PAGE>
- Page 10 of 10 Pages -
AGREEMENT OF JOINT FILING
Hudson Bay partners, L.P. and David H. Lesser hereby agree that the
Statement on Schedule 13D to which this agreement is attached as an exhibit, as
well as all future amendments to such Statement, shall be filed jointly on
behalf of each of them. This agreement is intended to satisfy the requirements
of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: January 25, 1999
HUDSON BAY PARTNERS, L.P.
By: Hudson Bay Partners, Inc.
General Partner
By: /s/ David H. Lesser
-----------------------------
David H. Lesser
President
By: /s/ David H. Lesser
-----------------------------------
David H. Lesser, individually
