SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
(Rule 13d-101)
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.2)(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)
February 10, 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 8 Pages -
<PAGE>
- Page 2 of 8 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 Item 2(d) OR 2(e) [_]
________________________________________________________________________________
6 Citizenship or Place of Organization
Delaware
________________________________________________________________________________
7 Sole Voting Power
NUMBER OF 2,342,200** 26.446%
SHARES _________________________________________________________________
8 Shared Voting Power
BENEFICIALLY
2,342,200** 26.446%
OWNED BY
_________________________________________________________________
EACH 9 Sole Dispositive Power
REPORTING 2,342,200** 26.446%
PERSON _________________________________________________________________
10 Shared Dispositive Power
WITH
2,342,200** 26.446%
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned By Each Reporting Person
2,342,200
________________________________________________________________________________
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
26.446%
________________________________________________________________________________
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 2,342,200 Shares owned by Hudson Bay; however, Mr.
Lesser expressly disclaims beneficial ownership of any Shares not directly owned
by him.
<PAGE>
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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 Item 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
2,342,200** 26.446%
OWNED BY
_________________________________________________________________
EACH 9 Sole Dispositive Power
REPORTING 32,000 0.4%
PERSON _________________________________________________________________
10 Shared Dispositive Power
WITH
2,342,200** 26.446%
________________________________________________________________________________
11 Aggregate Amount Beneficially Owned By Each Reporting Person
2,374,200**
________________________________________________________________________________
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
[_]
________________________________________________________________________________
13 Percent of Class Represented by Amount in Row (11)
26.807%
________________________________________________________________________________
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 2,342,200 Shares owned by Hudson Bay; however, Mr.
Lesser expressly disclaims beneficial ownership of any Shares not directly owned
by him.
<PAGE>
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This statement, dated March 8, 1999, constitutes Amendment No. 2 to the
Schedule 13D, dated January 25, 1999 (the "Schedule 13D"), regarding the Filing
Persons' ownership of certain securities of Santa Fe Gaming Corporation, a
Nevada corporation (the "Issuer").(2) All capitalized terms used herein and
otherwise undefined shall have the meanings ascribed thereto in the Schedule
13D.
This Amendment No. 2 to Schedule 13D is filed in accordance with Rule 13d-2
of the Securities and Exchange Act of 1934, as amended, by the Filing Persons.
It shall include only information which has materially changed since the filing
of the Schedule 13D.
ITEM 4. Purpose of Transaction.
The Filing Persons acquired the Shares described at Item 5(c) below for
investment purposes. Reference is hereby made to the additional information set
forth in Item 4 of the Schedule 13D, which information has not changed since the
filing of the Schedule 13D.
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 2,342,200 Shares of the Issuer, constituting approximately
26.446% 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 2,342,200 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 2,342,200 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 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:
Date of Number of Shares Purchase or Sale
Name of Shareholder Purchase or Sale Purchased or (Sold) Price per Share
- ------------------- ---------------- ------------------- ----------------
Hudson Bay 01/19/99 31,200 0.20750
01/20/99 6,000 0.20750
- --------
(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 of 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>
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01/21/99 100 0.20750
01/25/99 12,600 0.20750
01/29/99 150,000 0.27000
02/10/99 31,600 0.27000
02/23/99 2,800 0.27000
02/25/99 1,200 0.27000
03/01/99 160,000 0.33250
03/02/99 5,900 0.32300
03/03/99 4,100 0.33100
03/04/99 2,500 0.31650
All of the Shares of the Issuer were purchased in open market purchases.
(d) Not applicable.
(e) Not applicable.
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 March 8, 1999.
<PAGE>
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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: March 8, 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 7 of 8 Pages -
EXHIBIT INDEX
Sequential
Exhibit Description Page Number
- ------- ----------- -----------
A Agreement of Joint Filing between
Hudson Bay Partners, L.P. and David
H. Lesser; dated March 8, 1999.
<PAGE>
- Page 8 of 8 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: March 8, 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
