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UNITED STATES
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. 2)
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
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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)
June 12, 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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7 SOLE VOTING POWER
NUMBER OF
699,500 (rounded up to the nearest whole share)
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 699,500 (rounded up to the nearest whole share)
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
[_]
699,500 (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)
7.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP 80190410 13D Page 3 of 6 Pages
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No.
This Amendment No. 2 amends and supplements the Schedule 13D, as amended
through March 3, 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 4 Purpose of Transaction.
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The response to Item 4 is hereby amended and restated in its entirety to
read as follows:
"Mr. Lowden acquired the Preferred Stock described herein for investment
purposes. Mr. Lowden may, from time to time, purchase additional shares of
Preferred Stock in the open market or in privately negotiated transactions.
See Items 6 and 7 for information with respect to a Shareholders Agreement
to which Mr. Lowden is a party."
Item 5. Interest in Securities of the Issuer.
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(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
amended Schedule 13D was filed with the Securities and Exchange
Commission on March 3, 2000.
(b) Mr. Lowden has sole voting and dispositive power with respect 699,500
shares of Preferred Stock, or 7.8% of the outstanding Preferred Stock
of the Company.
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CUSIP 80190410 13D Page 4 of 6 Pages
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No.
(c) Set forth below are acquisitions of Preferred Stock by LICO since
February 26, 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 February
26, 2000 LICO acquired 65,000 shares of Preferred Stock through open market
transactions.
Number of Shares
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Date Purchased/Acquired Price Per Share
---- ------------------ ---------------
3/2/00 15,000 0.50
3/6/00 5,000 0.50
3/7/00 15,000 0.50
3/8/00 5,000 0.50
6/14/00 5,000 1.405
6/15/00 20,000 1.468
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Total 65,000
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___________________________
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CUSIP 80190410 13D Page 5 of 6 Pages
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No.
Item 6. Contracts, Arrangements, understandings or Relationships with Respect
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to Securities of the Issuer.
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On June 12, 2000, in connection with SFHI entering into a Purchase
Agreement with Station pursuant to which Station will acquire substantially all
of the assets of SFHI, Mr. Lowden entered into a Shareholders Agreement among
Station, Mr. Lowden, David G. Lowden, and Christopher W. Lowden. Pursuant to
the Shareholders Agreement, Mr. Lowden agreed to vote all shares of Common
Stock and Preferred Stock owned by him in favor of the transactions contemplated
by the Purchase Agreement (to the extent submitted to a vote of shareholders)
and against any other proposal for any recapitalization, merger or other
transaction requiring a vote of Company shareholders. Additionally, Mr. Lowden
agreed not to sell, transfer or dispose of any of the Common Stock or Preferred
Stock owned by him, or to permit the incurrence of a lien on any Common Stock or
Preferred Stock owned by him. Finally, Mr. Lowden agreed no to (a) solicit,
initiate, consider, encourage or accept any other proposals or offers relating
to any acquisition or purchase of all or any portion of the capital stock or a
material portion of the assets of SFHI, (b) enter into any business combination
with the Company, or (c) enter into any extraordinary business transaction
involving or otherwise relating to the Company or SFHI.
Item 7. Material To Be Filed As Exhibits
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The following agreement is filed as an exhibit to this Amendment to
Schedule 13D:
Shareholders Agreement dated as of June 12, 2000 among Station Casinos,
Inc., Paul W. Lowden, David G. Lowden, and Christopher W. Lowden.
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CUSIP 80190410 13D Page 6 of 6 Pages
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No.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to Schedule 13D
is true, complete and correct.
Dated June 22, 2000
By: /s/ Paul W. Lowden
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Paul W. Lowden
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