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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
(Amendment No. 1)
(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)
Santa Fe Gaming Corporation
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(Name of Issuer)
Exchangeable Redeemable Preferred Stock, par value $.01 per share
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(Title of Class of Securities)
80190420
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(CUSIP Number)
Paul W. Lowden, Santa Fe Gaming Corporation
4949 North Rancho Drive, Las Vegas, Nevada 89130-3505, (702) 658-4300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 25, 2000
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(Date of Event which Requires Filing of 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-1(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 pages)
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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, as amended, 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 6 Pages)
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Paul W. Lowden
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ /
(b)/ /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
N/A / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 634,500 (rounded up to the nearest whole share)
OWNED BY --------------------------------------------------------
REPORTING 8 SHARED VOTING POWER
PERSON
WITH 0
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9 SOLE DISPOSITIVE POWER
634,500 (rounded up to the nearest whole share)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,500 (rounded up to the nearest whole share)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
N/A / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.16%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 80190410 13D Page 3 of 6 Pages
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This Amendment No. 1 amends and supplements the Schedule 13D, as
amended through January 27, 2000 (the "Schedule 13D"), of Mr. Paul W. Lowden,
relating to the shares of Exchangeable Redeemable Preferred stock, par value
$.01 per share (the "Preferred Stock"), of Santa Fe Gaming Corporation (the
"Company"), a Nevada corporation, filed pursuant to Rule 13d-2 of Regulation 13D
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company, formerly known as Sahara Gaming Corporation ("Sahara Gaming"), a
publicly traded Nevada corporation, is the successor corporation of two
affiliates, Sahara Resorts ("Sahara Resorts"), a Nevada corporation, and Sahara
Casino Partners. L.P. (the "Partnership"), a Delaware limited partnership, which
combined in a business combination in September 1993 (the "Reorganization").
In September 1993, (i) the Partnership was converted into corporate
form through the merger of the Partnership with and into Sahara Gaming (the
"Partnership Merger"), as a result of which Sahara Gaming was the surviving
entity, and (ii) Sahara Resorts was merged into Sahara Merger Corp. ("Merger
Corp."), a Nevada corporation wholly-owned by Sahara Gaming, as a result of
which Sahara Resorts was the surviving corporation wholly-owned by Sahara
Gaming. At the time of the Reorganization, Sahara Resorts was the holding
company for a majority interest in the Partnership and its operations. As a
result of the Reorganization, Sahara Gaming succeeded to all of the assets and
liabilities of the Partnership and Sahara Resorts and was the successor issuer
of Sahara Resorts for purposes of Rule 414 under the Securities Act of 1933, as
amended. In 1996, Sahara Gaming changed its name to Santa Fe Gaming Corporation
(the "Company").
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The response to Item 5 is hereby amended as set forth below. Item
5(c) has been amended to reflect additional acquisitions made by Mr. Lowden's
wholly owned corporation, LICO, and to correct inadvertent mistakes made in
reporting certain acquisitions since Mr. Lowden's original Schedule 13D was
filed with the Securities and Exchange Commission on January 27, 2000.
(b) Mr. Lowden has sole voting and dispositive power with respect
634,500 shares of Preferred Stock, or 7.16% of the outstanding Preferred Stock
of the Company.
(c) Set forth below are acquisitions of Preferred Stock by LICO since
January 27, 2000. Mr. Lowden is the 100% shareholder of LICO, which is a
shareholder of the Company. Pursuant to Rule 13d-3(a) of the Exchange Act,
because of Mr. Lowden's relationship to LICO, Mr. Lowden is deemed to be the
indirect beneficial owner of Preferred Stock purchased by LICO. Since January
27, 2000 LICO acquired 113,000 shares of Preferred Stock through open market
transactions.
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CUSIP NO. 80190410 13D Page 4 of 6 Pages
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<TABLE>
<CAPTION>
NUMBER OF SHARES
DATE PURCHASED/ACQUIRED PRICE PER SHARE
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<S> <C> <C>
1/21/00 1,000 $0.50
1/21/00 2,500 0.53
1/24/00 4,000 0.53
1/26/00 1,000 0.53
1/27/00 2,000 0.53
1/31/00 2,000 0.53
2/1/00 3,000 0.50
2/2/00 5,000 0.50
2/4/00 5,000 0.50
2/10/00 10,000 0.50
2/17/00 2,500 0.50
2/18/00 10,000 0.50
2/22/00 20,000 0.50
2/23/00 10,000 0.44
2/24/00 10,000 0.44
2/25/00 25,000 0.44
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Total 113,000
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</TABLE>
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CUSIP NO. 80190410 13D Page 5 of 6 Pages
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None
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CUSIP NO. 80190410 13D Page 6 of 6 Pages
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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 13D is true,
complete and correct.
Dated March 3, 2000
By: /s/ Paul W. Lowden
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Paul W. Lowden
