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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark One)
[X] AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-9481
SANTA FE GAMING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 88-0304348
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
4949 N. Rancho Drive
Las Vegas, Nevada 89130
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (702) 658-4300
The undersigned registrant hereby amends the following items of its
Annual Report for the fiscal year ended September 30, 1998 on Form 10-K as set
forth in the pages attached hereto.
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PART I
ITEM 4A. EXECUTIVE OFFICERS OF THE COMPANY
See "Directors and Executive Officers" in Part III, Item 10 of this report
for certain information concerning the Company's executive officers.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DIRECTORS AND EXECUTIVE OFFICERS
The following is a list of the current executive officers and Directors of
the Company:
<TABLE>
<CAPTION>
NAME POSITION WITH THE COMPANY
---- -------------------------
<S> <C>
Paul W. Lowden Chairman of the Board, President and Chief Executive Officer
Thomas K. Land Director, Senior Vice President and Chief Financial Officer
William J. Raggio Director, Executive Vice President, Secretary and Corporate Counsel
Suzanne Lowden Director, Executive Vice President
Christopher W. Lowden Executive Vice President
James W. Lewis (1)(2) Director
John W. Delaney (1)(2) Director
</TABLE>
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(1) Member of the Audit Committee of the Board of Directors.
(2) Member of the Compensation Committee of the Board of Directors.
The age, present position with the Company and principal occupation during
the past five years of each Director and executive officer named above is set
forth below:
PAUL W. LOWDEN
Paul Lowden is 55 years old and has served as President, Chairman of the
Board and Chief Executive Officer of the Company since its formation in
September 1993. Mr. Lowden held the same positions with the Company's
predecessor, Sahara Resorts, from 1982 through September 1993. Mr. Lowden is
married to Suzanne Lowden and is Christopher Lowden's father.
THOMAS K. LAND
Thomas K. Land is 38 years old and joined the Company in February 1994 as
Senior Vice President and Corporate Controller, and was elected Chief Financial
Officer of the Company in July 1994. Mr. Land was appointed to the Board of
Directors in December 1995. Prior to joining the Company, Mr. Land was the
Chief Financial Officer of a construction company, where he was employed from
1990 through February 1994. Mr. Land is a certified public accountant in the
State of Pennsylvania.
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WILLIAM J. RAGGIO
William J. Raggio is 72 years old and has served as a Director and
Executive Vice President, Secretary and Corporate Counsel of the Company since
its formation in September 1993. Previously, Mr. Raggio held the same positions
with Sahara Resorts since 1982. Mr. Raggio is a senior partner and a member of
the executive committee of the law firm of Jones Vargas of Reno, Nevada, general
counsel to the Company. Since 1972 he has been a Nevada State Senator.
Mr. Raggio is also a director of Sierra Health Services, Inc., a Nevada
corporation.
SUZANNE LOWDEN
Suzanne Lowden is 46 years old and has served as a Director and
Executive Vice President of the Company since its formation in September
1993. Mrs. Lowden was also previously a Director and Vice President of
Sahara Resorts and currently serves as President of Santa Fe Hotel Inc., a
subsidiary of the Company. She currently serves as a Director of the
Muscular Dystrophy Association. She is also a founding board member of
Colonial Bank (formerly Commercial Bank of Nevada). Mrs. Lowden served as a
Nevada State Senator from November 1992 through 1996. Mrs. Lowden is married
to Paul W. Lowden.
CHRISTOPHER W. LOWDEN
Christopher W. Lowden is 33 years old and has served as Executive Vice
President of Operations since September 1995. Mr. Lowden served as President of
Sahara Development Group from April 1991 through September 1995. Mr. Lowden is
Paul W. Lowden's son.
JAMES W. LEWIS
James W. Lewis is 72 years old and has served as a Director of the Company
since its formation in September 1993. Mr. Lewis served as a Director of Sahara
Resorts from 1983 to September 1993. Mr. Lewis is associated with the Corporate
Finance Department of Westamerica Investment Groups and has prior associations
with F.L. Bryant & Co., Inc., Van Kasper & Co. and Bateman Eichler, Hill
Richards, Incorporated.
JOHN W. DELANEY
John W. Delaney is 50 years old and has served as a Director of the Company
since January 1997, when he was appointed to fill a vacancy on the Board of
Directors. He was elected to his current term in February 1997. Mr. Delaney is
currently President and Chief Executive Officer of Cityfed Mortgage Co., a
mortgage banking firm, where he has been employed since 1978.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 as amended, (the
"Exchange Act"), requires the Company's executive officers and directors, and
persons who own more than 10% of a registered class of the Company's equity
securities ("Reporting Persons"), to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the "SEC") and with the
American Stock Exchange. Reporting Persons are required by SEC regulations to
furnish the Company with copies of all forms they file pursuant to Section
16(a).
Based solely on its review of the copies of such reports received by it,
and written representations from certain Reporting Persons that no other reports
were required for those persons, the Company believes that, during the year
ended September 30, 1998, the Reporting Persons complied with all Section 16(a)
filing requirements applicable to them.
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ITEM 11. EXECUTIVE COMPENSATION
Set forth below is information concerning the annual and long-term
compensation for services in all capacities to the Company and its affiliates
for the fiscal years ended September 30, 1998, 1997 and 1996 of those persons
who were, as of September 30, 1998, (i) the Chief Executive Officer and (ii) the
only other executive officer of the Company whose total annual salary and bonus
exceeded $100,000 during the fiscal year ended September 30, 1998 (the "Named
Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
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OTHER ANNUAL ALL OTHER
FISCAL SALARY BONUS COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($)(1) ($)(2)
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<S> <C> <C> <C> <C> <C>
Paul W. Lowden 1998 $550,000 $550,000(3) --- $52,796
President, Chairman 1997 $550,000 $200,000 --- $53,124
of the Board and CEO 1996 $503,269 $200,000 --- $16,958
Thomas K. Land 1998 $174,676 $ 15,000 --- $ 4,041
Senior Vice President 1997 $138,704 $ 10,000 --- $ 2,664
and Chief Financial 1996 $130,000 $ 10,000 --- $ 2,469
Officer
</TABLE>
(1) The Company provides automobiles to its senior executives and provides such
persons complimentary privileges at the restaurants and bars of the
Company's hotel-casinos. It is impractical to ascertain the extent to
which such privileges are utilized for personal rather than business
purposes. However, after reasonable inquiry the Company believes the value
of any such personal benefits is less than $50,000 in the case of Mr.
Lowden and 10% of the total of salary and bonus for Mr. Land.
(2) "All Other Compensation" in fiscal 1998 consists of payments of life
insurance premiums by the Company in the amounts of $50,272 and $2,123
for Messrs. Paul W. Lowden and Thomas K. Land, respectively, and Company
matching contributions to the Retirement Savings 401(k) Plan.
(3) Of such amounts, $200,000 was paid in cash as a bonus for fiscal year 1998,
and $350,000 was paid in fiscal year 1998 through the offset, in part, of a
loan owed to the Company by a company wholly owned by Mr. Lowden, pursuant
to a compensation arrangement approved by the Compensation Committee in
connection with the sales by the Company of the Hacienda Resort Hotel and
Casino and the Sahara Hotel and Casino in September and October, 1995,
respectively. See "Certain Compensation Arrangements with Mr. Lowden."
CERTAIN COMPENSATION ARRANGEMENTS WITH MR. LOWDEN. As previously
disclosed, the Compensation Committee approved payment in fiscal year 1998 of
a $600,000 bonus (the "Fiscal Year 1998 Bonus") to Mr. Lowden in connection
with the sales by the Company of the Hacienda Resort Hotel and Casino (the
"Hacienda") and the Sahara Hotel and Casino (the "Sahara") in September and
October, 1995, respectively. Additionally, in fiscal year 1998 Mr. Lowden
was entitled to a fee (the "Personal Guarantee Fee") from the Company of
$100,000 for personal guarantees issued by Mr. Lowden for certain Company
financing arrangements. In January 1998, the Fiscal Year 1998 Bonus and the
Personal Guarantee Fee were satisfied through an offset against a loan owed
by LICO, a Nevada Corporation wholly owned by Mr. Lowden ("Lico"), to the
Company, which had an outstanding balance of approximately $700,000 at the
date of satisfaction. In December 1998, at the request of Mr. Lowden, the
Company's payment of $350,000 of bonus and fee obligations satisfied through
the offset of the LICO loan was rescinded, and LICO's obligation to pay to
the Company $350,000, together with interest thereon from January 1998, was
reinstated. The Company remains obligated to pay to Mr. Lowden the additional
$350,000. The Company expects to satisfy this obligation in fiscal year 1999,
first through the offset of any outstanding amounts under the loan from the
Company to LICO.
EMPLOYMENT AGREEMENT WITH MR. LAND. The Company and Thomas K. Land are
parties to an employment agreement entered into as of October 1, 1998, as
amended, which has a term of one year, subject to earlier termination in
accordance with its terms and to automatic renewal if the Company does not
provide to Mr. Land a notice that it intends not to renew the agreement. If
the Company elects not to renew the agreement, it must pay to Mr. Land a lump
sum payment equal to one-half of his annual base salary.
Pursuant to the agreement, Mr. Land is entitled to receive a minimum
annual base salary of $185,000. The agreement also provides that Mr. Land
may participate in any employee benefit plans, including bonus plans, of the
Company. Pursuant to the employment agreement, as a result of certain events
related to the Company's subsidiary, Pioneer Finance Corp., and its
13-1/2% First Mortgage Notes due December 1, 1998, Mr. Land is entitled to
payment by the Company in the amount equal to one-half of his current annual
base salary. Upon the occurrence of certain other events, including the
transfer of substantially all of the assets of the Company or the failure by
Mr. Paul Lowden to own at least 50% of the outstanding Common Stock, the
agreement will terminate and Mr. Land will be entitled to receive a lump sum
payment in an amount equal to one-half of his annual base salary plus other
benefits that would have been otherwise payable under the employment agreement.
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COMPENSATION COMMITTEE. All compensation decisions with respect to
executive officers are made by the Compensation Committee of the Board of
Directors. The Compensation Committee consists of James W. Lewis and John W.
Delaney.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company or its affiliates receive
$24,000 annually and $1,000 per Board meeting attended, $800 per Committee
meeting attended as a member and $900 per Committee meeting attended as
Chairman.
Additionally, upon first being elected to the Board of Directors, each
non-employee director receives options to purchase 12,500 shares of Common Stock
at an exercise price per share equal to the fair market value of a share of
Common Stock on the date of grant. Such options are fully vested at the date of
grant.
COMPENSATION PLANS
STOCK OPTION PLAN
The Company's 1993 Key Employee Stock Option Plan provides for the grant
of options with respect to an aggregate of 619,375 shares of Common Stock to
key employees as determined by the Compensation Committee. During fiscal
year 1998, Messrs. Paul W. Lowden, Thomas K. Land and Christopher Lowden
received options for 279,510, 55,675 and 54,425 shares of the Common Stock,
respectively, at an exercise price of $1.00 per share, the fair market value
of a share of Common Stock on the date of grant. No other stock options were
awarded to, and no stock options were exercised by, the Named Executive
Officers in fiscal year 1998.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES
OF STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
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NUMBER OF % OF TOTAL
SECURITIES OPTIONS EXERCISE
UNDERLYING GRANTED TO PRICE
OPTIONS EMPLOYEES IN PER EXPIRATION
GRANTED(1) FISCAL YEAR(2) SHARE DATE 5%($) 10% ($)
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<S> <C> <C> <C> <C> <C> <C>
Paul W. Lowden 279,510 62.4% $1.00 2/21 /08 $433,612 $659,070
Thomas K. Land 55,675 12.4% $1.00 2/21 /08 $ 86,370 $131,279
</TABLE>
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(1) The options vest at a rate of 33.3% on each anniversary of the date of
employment.
(2) The total number of stock options granted to employees of the Company in
fiscal 1998 was 447,785.
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1998 SUBSIDIARY STOCK OPTION PLANS
The Company and certain of its subsidiaries, Santa Fe Hotel Inc. ("SFHI"),
Sahara Las Vegas Corp. ("SLVC") and Pioneer Hotel Inc. ("PHI") (collectively,
the"Subsidiaries"), have adopted various subsidiary stock option plans (the
"Subsidiary Plans"). The Subsidiary Plans provide for the grant of options by
each of the Subsidiaries with respect to an aggregate of up to 10% of the
outstanding shares of such Subsidiary's common stock to employees, non-employee
directors, consultants or affiliates of the Company or the Subsidiaries. The
purpose of the Subsidiary Plans is to enable the Subsidiaries, the Company and
any other subsidiaries of the Company to attract, retain and motivate their
employees, non-employee directors, consultants and affiliates by providing for
or increasing the proprietary interest of such persons in the Subsidiaries.
Certain of the agreements under which the Company's long-term debt is issued
provide that if the Company ceases to own, directly or indirectly, 100% of the
outstanding capital stock of specified Subsidiaries, an event of default will
occur unless an offer to repurchase the debt is made. As a result, the
Subsidiary Plans provide that options granted under the Subsidiary Plans may not
be exercised if the exercise of such options would result in a default, or
require an offer to repurchase the outstanding debt, under any agreement with
respect to long-term debt of the Company or any of the Subsidiaries. As of
January 21, 1999, no options had been granted under any of the Subsidiary Plans.
SAVINGS PLAN
The Company has adopted a savings plan qualified under Section 401(k) of
the Internal Revenue Code (the "Savings Plan"). The Savings Plan covers
substantially all employees, including the Company's executive officers.
Employee contributions to the Savings Plan are discretionary. The Savings Plan
allows eligible employees to contribute, on a pretax basis, up to 6% of their
gross salary to the plan; the Company matches 25% of such employee contributions
made. Employees may also contribute, on a pretax basis, up to an additional 9%
of their gross salary, and, on a post-tax basis, up to an additional 10% of
their salary. Such contributions are not matched by the Company. The matching
expense in fiscal 1998 was $11,949 of which $2,524, $2,557, and $1,918 was
contributed by the Company to the accounts of Messrs. Lowden and Land and all
other executive officers as a group, respectively, as matches for employee
contributions made.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following sets forth information regarding beneficial ownership of the
Common Stock and the exchangeable redeemable preferred stock of the Company (the
"Preferred Stock"), as of January 20, 1999, by (i) each person known to be the
beneficial owner of more than 5% of the outstanding Common Stock or Preferred
Stock; (ii) each Director of the Company; and (iii) all Directors and officers
of the Company as a group.
<TABLE>
<CAPTION>
(2) Shares of (2) Shares of
Name of Beneficial Owner Common Stock Percent Preferred Stock Percent
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<S> <C> <C> <C> <C>
Paul W. Lowden (1) 3,914,476(3) 57.52% 7,100(4) 1.10%
William J. Raggio 17,972(5) * 4,815(6) *
James W. Lewis 13,750(5) * --- ---
Suzanne Lowden 4,792(7) * 2,524(8) *
Thomas K. Land 69,175(9) 1.02% 1,000 *
Christopher W. Lowden 79,500(10) 1.17% 1,400 *
John W. Delaney 13,750(5) * --- ---
Hudson Bay Partners/David H.
Lesser IRA Group --- --- 2,016,100(12) 22.76%
All Directors and Officers as a group (7 persons) 4,113,415(11) 60.45% 106,839 1.21%
</TABLE>
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* Less than 1%
(1) The address for Paul W. Lowden is c/o Santa Fe Gaming Corporation, P.O. Box
4335, Las Vegas, Nevada 89127.
(2) The shares owned by each person, or by the group, and the percentage owned
(where such percentage exceeds 1%) have been computed, in accordance with
Rule 13d-3(d)(1) under the Exchange Act.
(3) Includes 477,351 shares held by LICO, a Nevada corporation, which is wholly
owned by Mr. Lowden. Of such shares 359,510 may be acquired upon the
exercise of outstanding stock options. During the fiscal year 1998, options
to purchase 279,510 shares of Common Stock were granted to Mr. Paul Lowden.
(4) Includes 92,041 shares held by LICO. Excludes 1,262 shares held by Mrs.
Lowden as custodian for a child and excludes shares beneficially owned by
Mrs. Lowden reflected in the table.
(5) Of such shares, 12,500 may be acquired upon the exercise of outstanding
stock options.
(6) Includes 16 shares held by Mr. Raggio's wife, as to which Mr. Raggio
disclaims beneficial ownership.
(7) Includes 4,521 shares held by Mrs. Lowden as custodian for a child and
excludes shares beneficially owned by Mr. Paul Lowden reflected in the
table.
(8) Includes 1,262 shares held by Mrs. Lowden as custodian for a child and
excludes shares beneficially owned by Mr. Paul Lowden reflected in the
table.
(9) Of such shares, 68,175 may be acquired upon the exercise of outstanding
stock options. During fiscal year 1998, options to purchase 55,675
shares of Common Stock were granted to Mr. Land.
(10) Of such shares, 68,175 may be acquired upon the exercise of outstanding
stock options. During fiscal year 1998, options to purchase 54,425
shares of Common Stock were granted to Mr. Christopher Lowden.
(11) Of such shares, 609,535 may be acquired upon the exercise of outstanding
stock options.
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(12) The information set forth is based on a Schedule 13D filed by Hudson Bay
Partners, L.P. ("Hudson Bay") and David H. Lesser, as beneficiary of the
David H. Lesser IRA - Rollover IRA (the "Lesser IRA") with the SEC on
January 25, 1999 that identifies such filing persons as a "group" as
defined in Section 13(d)(3) of the Exchange Act. Such Schedule 13D
indicates that (a) the address of Hudson Bay and Mr. Lesser is 237 Park
Avenue, Suite 900, New York, New York 10017; (b) Hudson Bay is a Delaware
limited partnership of which Hudson Bay Partners, Inc., a New York
corporation, is the general partner (the "General Partner"); (c) Mr. Lesser
is the President, sole director and sole shareholder of the General
Partner; (d) Hudson Bay beneficially owns 1,984,100 shares of Preferred
Stock, over which it has shared voting and dispositive power with Mr.
Lesser; (e) the Lesser IRA beneficially owns 2,016,100 shares of Preferred
Stock, of which it has sole voting and dispositive power over 32,000 shares
and shared voting and dispositive power over 1,984,100 shares with Mr.
Lesser, (f) Mr. Lesser expressly disclaims beneficial ownership of any
shares of Preferred Stock not directly owned by him, and (g) Hudson Bay
is the record and beneficial owner of 53,600 shares of Common Stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following is a description of certain transactions during the fiscal
year ended September 30, 1998 in which officers and Directors of the Company and
its affiliates or families had a direct or indirect interest.
Jones Vargas, a Nevada law firm of which William J. Raggio is a senior
partner and a member of the executive committee, is paid a retainer fee of
$120,000 per year. The Company paid Jones Vargas approximately $218,000,
including retainers, for its services during fiscal year 1998.
In November 1993, Mr. Paul Lowden and Bank of America entered into a
personal loan agreement, secured by a pledge of substantially all of the Common
Stock owned by Mr. Lowden. Mr. Lowden has advised the Company that he repaid
the entire loan balance in July 1998.
In addition, in fiscal years 1993 and 1992 Hacienda Hotel Inc.'s
predecessor made loans to LICO, which provided entertainment services to the
Hacienda and the Sahara, in the aggregate amount of $476,000. In January
1998, the loans to LICO were satisfied through an offset against the Fiscal
Year 1998 Bonus and the Personal Guarantee Fee. In December 1998, at the
request of Mr. Lowden, the Company's payment of $350,000 of the Fiscal Year
Bonus and the Personal Guarantee Fee which satisfied, in part, the loan to
LICO was rescinded, and LICO's obligation to pay the Company $350,000,
together with interest thereon from January 1998, was reinstated. The Company
remains obligated to pay Mr. Lowden the additional $350,000 of the Fiscal
Year 1998 Bonus, which will be satisfied first through the offset of any
outstanding amounts under the LICO loan. The Company expects to satisfy this
obligation in fiscal year 1999. See Part III, Item 11, Executive Compensation.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on
Form 10-K/A to its Form 10-K for the year ended September 30, 1998 to be signed
on its behalf by the undersigned, thereunto duly authorized in Las Vegas, Nevada
on the 28th day of January, 1999.
SANTA FE GAMING CORPORATION
By: /s/ Thomas K. Land
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