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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 14, 1999
SANTA FE GAMING CORPORATION
(Exact Name of Registrant as Specified in Charter)
NEVADA 1-9481 88-0304348
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4949 NORTH RANCHO DRIVE
LAS VEGAS, NEVADA 89130
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (702) 658-4300
NONE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On January 15, 1999, Santa Fe Gaming Corporation, a Nevada corporation (the
"Company"), issued a press release announcing that certain holders of 13-1/2%
First Mortgage Notes due December 1, 1998 of the Company's wholly owned
subsidiary Pioneer Finance Corp. (the "PFC Bonds"), a Nevada corporation
("PFC"), had filed involuntary petitions under the United States Bankruptcy Code
(the "Code") against the Company and PFC in the United States Bankruptcy Court,
District of Nevada in connection with the PFC Bonds.
In November 1998, PFC accepted consents from holders of approximately 75%
of the $60 million principal amount of outstanding PFC Notes, pursuant to which
PFC agreed to file for relief under chapter 11 of the Code and to seek
confirmation of a plan of reorganization that will permit the issuance of
amended PFC Notes in a manner substantially the same as described in the consent
solicitation, as amended, distributed to the holders of the PFC Notes.
Consenting holders agreed under certain conditions to forbear until December
2000 from exercising rights or remedies arising as a result of the failure by
PFC to pay principal and interest at maturity and to vote to accept the PFC plan
of reorganization.
A copy of the press release dated January 15, 1999 issued by the Company is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
ITEM 7. EXHIBITS.
The following exhibit is filed with this Current Report on Form 8-K.
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<CAPTION>
EXHIBIT NO. DESCRIPTION
<C> <S>
99.1 Press Release of Santa Fe Gaming Corporation dated January 15,
1999.
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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: January 18, 1999 By: /s/ Thomas K. Land
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Thomas K. Land
Senior Vice President and
Chief Financial Officer
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FRIDAY JANUARY 15, 10:00 PM EASTERN TIME
COMPANY PRESS RELEASE
SOURCE: SANTA FE GAMING CORPORATION
SANTA FE GAMING CORP. AND PIONEER FINANCE CORP. ANNOUNCE FILING OF INVOLUNTARY
BANKRUPTCY PETITIONS IN CONNECTION WITH 13 1/2% FIRST MORTGAGE NOTES
LAS VEGAS, Jan. 15 /PRNewswire/ -- Santa Fe Gaming Corporation (Amex: SGM -
news), a diversified gaming company headquartered in Las Vegas, announced today
that on January 14, 1999, involuntary petitions were filed under the United
States Bankruptcy Code against Santa Fe Gaming Corporation, and its special
purpose subsidiary, Pioneer Finance Corp. ("PFC"), by holders of PFC's 13 1/2%
First Mortgage Notes due December 1, 1998 (the "13 1/2% Notes").
Management believes the involuntary petitions against PFC and the Company will
not affect day to day operations of the Pioneer Hotel & Gambling Hall, Laughlin,
Nevada or at the Company's Santa Fe Hotel & Casino in Northwest Las Vegas.
In November 1998, PFC accepted consents from holders of approximately 75% of the
$60 million principal amount of outstanding 13 1/2% Notes, pursuant to which PFC
agreed to file for relief under chapter 11 of the United States Bankruptcy Code
and to seek confirmation of a plan of reorganization that will permit the
issuance of amended 13 1/2% Notes in a manner substantially the same as
described in the consent solicitation, as amended, distributed to the holders of
the 13 1/2% Notes. Consenting holders agreed under certain conditions to forbear
until December 2000 from exercising rights or remedies arising as a result of
the failure by PFC to pay principal and interest at maturity and to vote to
accept the PFC plan of reorganization.
On Monday, January 4, 1999 Hudson Bay Partners ("HBP"), contacted and advised
the Company that it is the holder of approximately $4.7 million of the 13 1/2%
Notes and did not consent to the solicitation. HBP delivered to the Company a
proposal for treatment of its 13 1/2% Notes in a manner that is inconsistent
with the terms agreed to by the consenting holders. The Company advised HBP that
it was reviewing its alternatives and would not take action with respect to the
HBP proposal at this time. Thereafter, HBP and two other holders of the 13 1/2%
Notes filed the involuntary bankruptcy petitions before the United States
Bankruptcy Court for the District of Nevada. HBP has advised the Company that it
is affiliated with Crescent Real Estate Equities LP.
The Company does not believe that HBP and the other two petitioning creditors
complied with the requirements of the Bankruptcy Code for the commencement of an
involuntary case and intends to seek such damages as provided by the Bankruptcy
Code which may include costs or reasonable attorneys fees and in the event the
petition was filed in bad faith, for all damages caused by such a filing or
punitive damages.
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This press release contains forward-looking statements which are subject to
change. The actual results may differ materially from those described in any
forward-looking statements. Additional information concerning potential factors
that could affect the Company's financial results are included in the Company's
Form 10-K for the year ended September 30, 1998.
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: SANTA FE GAMING CORPORATION
