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.3)(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)
March 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 Names 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 2,755,400** 31.11%
Shares ----------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 2,755,400** 31.11%
Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 2,755,400** 31.11%
With ----------------------------------------------------------
10 Shared Dispositive Power
2,755,400** 31.11%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
2,755,400
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
31.11%
- --------------------------------------------------------------------------------
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 2,755,400 Shares owned by Hudson Bay; however, Mr.
Lesser expressly disclaims beneficial ownership of any Shares not directly owned
by him.
<PAGE>
- Page 3 of 8 Pages -
CUSIP
No. 801904202 13D
- --------------------------------------------------------------------------------
1 Names of Reporting Persons
I.R.S. Identification No. 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 ----------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 2,755,400** 31.11%
Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 32,000 0.4%
With ----------------------------------------------------------
10 Shared Dispositive Power
2,755,400** 31.11%
- --------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned By Each Reporting Person
2,787,400**
- --------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) excludes Certain Shares*
|_|
- --------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
31.47%
- --------------------------------------------------------------------------------
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 2,755,400 Shares owned by Hudson Bay; however, Mr.
Lesser expressly disclaims beneficial ownership of any Shares not directly owned
by him.
<PAGE>
- Page 4 of 8 Pages -
This statement, dated March 16, 1999, constitutes Amendment No. 3 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. 3 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 materially
changed since the filing of the Schedule 13D except as set forth below. Since
the date of filing of the Schedule 13D, the Filing Persons have continued to
pursue various alternative courses of actions in respect of their respective
equity ownership in the Issuer, including actions that may result in an
extraordinary corporate transaction involving the Issuer, changes in the board
of directors of the Issuer and changes in the management of the Issuer. In
particular, as holders of the Shares having the right to elect two additional
directors to the board of directors of the Issuer, the Filing Persons have
proposed a slate of four nominees for election to the board of directors of the
Issuer and proposed one nominee included in a slate of nominees for election to
the board of directors of the Issuer by the Hotel Employees & Restaurant
Employees International Union.
On February 4, 1999, the Issuer moved to dismiss the involuntary bankruptcy
proceeding referred to in 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 2,755,400 Shares of the Issuer, constituting approximately
31.11% 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 2,755,400 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 2,755,400 Shares owned by
Hudson Bay. The General Partner owns no Shares, except indirectly as general
partner of Hudson
- --------
(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>
- Page 5 of 8 Pages -
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:
<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 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
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
03/09/99 20,000 0.4385
03/10/99 170,400 0.6349
03/11/99 99,500 0.6095
03/12/99 54,600 0.6867
03/15/99 32,900 0.6793
03/16/99 35,800 0.7075
</TABLE>
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 16, 1999.
<PAGE>
- Page 6 of 8 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: March 16, 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 16, 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 16, 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
