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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 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. 69)
Santa Fe Gaming Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
80190410
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(CUSIP Number)
Paul W. Lowden, Santa Fe Gaming Corporation
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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)
December 15, 1999
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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 /x/.
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 5 Pages)
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CUSIP No. 80190410 13D Page 2 of 5 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 APPROPRTIATE 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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7 SOLE VOTING POWER
4,513,275 (rounded up to nearest whole share)
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 4,513,275 (rounded up to the nearest whole share)
WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,513,275 (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)
68.85%
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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 5 Pages
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This Amendment No. 69 amends and supplements the Schedule 13D, as
amended through August 20, 1999 (the "Schedule 13D"), of Mr. Paul W. Lowden,
relating to the shares of common stock, par value $.01 per share (the "Common
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.
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, since Mr. Lowden's Amendment No. 68 to
Schedule 13D was filed with the Securities and Exchange Commission on August
20, 1999.
(a) Mr. Lowden beneficially owns 4,513,275 shares of Common
Stock, or 68.85% of the outstanding Common Stock of the Company. Of the
4,513,275 shares beneficially owned by Mr. Lowden, Mr. Lowden has the right
to acquire 359,510 of the shares under stock options which have been granted
to him pursuant to the Company's employee stock option plan and which are
exercisable currently.
(b) Mr. Lowden has sole voting and dispositive power with
respect to 4,513,275 shares of Common Stock, or 68.85% of the outstanding
Common Stock of the Company.
(c) Set forth below are acquisitions of Common Stock by LICO
since August 6, 1999. 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 Common Stock purchased by LICO. Since August 6,
1999 LICO acquired 165,000 shares of Common Stock through open market
transactions.
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CUSIP No. 80190410 13D Page 4 of 5 Pages
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<TABLE>
<CAPTION>
DATE NUMBER OF SHARES PURCHASED/ACQUIRED PRICE PER SHARE
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<S> <C> <C>
8/20/99 5,000 .97
11/23/99 5,000 .75
11/24/99 2,500 1.00
11/26/99 10,000 1.00
11/29/99 7,500 1.00
12/2/99 5,000 1.00
12/3/99 10,000 .94
12/6/99 10,000 .91
12/8/99 5,000 .81
12/15/99 10,000 .72
12/17/99 15,000 .88
12/28/99 10,000 .63
12/29/99 6,000 .72
12/30/99 15,000 .72
1/3/00 4,000 .69
1/12/00 15,000 .63
1/12/00 5,000 .56
1/13/00 25,000 .69
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Total 165,000
=======
</TABLE>
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(d) Suzanne Lowden has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of 271
shares of Common Stock registered in her name, as well as 2,125 shares of
Common Stock registered in her name as custodian for Mr. and Mrs. Lowden's
son, Paul W. Lowden, IV, and 2,396 shares of Common Stock registered in her
name as custodian for Mr. and Mrs. Lowden's son, William Lowden. Mr. Lowden
disclaims beneficial ownership of such shares.
(e) Not Applicable.
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CUSIP No. 80190410 13D Page 5 of 5 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 Amendment No. 69 to
Schedule 13D is true, complete and correct.
Dated: January 27, 2000
By: /s/ Paul W. Lowden
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Paul W. Lowden
