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PROSPECTUS
ANCHOR GAMING
This Prospectus relates to an offering of up to 109,150 shares of common
stock, par value $.01 per share (the "Common Stock"), of Anchor Gaming, a
Nevada corporation (the "Company" or "Anchor") to be issued pursuant to those
certain Warrants for the purchase of Common Stock dated February 4, 1994
granted by the Company to each of Ladenburg Thalmann & Co. ("Ladenburg"),
Peter M. Graham ("Graham"), Ronald J. Kramer ("Kramer"), Brian M. Gonick
("Gonick"), and J. Petschek ("Petschek") (collectively, the "Warrantholders").
The Common Stock being registered is being offered for the account of the
Warrantholders. See "Selling Stockholders." The Company will not receive any
proceeds from the sale of shares of Common Stock offered hereby. The shares
may be offered in transactions on the Nasdaq( National Market, in negotiated
transactions, or through a combination of such methods of distribution, at
prices relating to the prevailing market prices or at negotiated prices. See
"Plan of Distribution."
The Common Stock is quoted on the Nasdaq National Market under the symbol
"SLOT." The shares of Common Stock offered hereby have been approved for
listing on the Nasdaq National Market. On May 13, 1996 the last sale price
of the Common Stock, as reported on the Nasdaq National Market, was $47.50
per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE
____________________________________
No dealer, salesman or any other person has been authorized to give any
information or to make and representations in connection with this offering
other than those contained in this Prospectus and, if given or made, such
other information and representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders. Neither the delivery
of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information
contained herein is correct as of any time subsequent to its date. This
Prospectus does not constitute an offer to sell, or a solicitation of any
offer to by, any securities other than the registered securities to which it
relates. This Prospectus does not constitute an offer to sell, or a
solicitation of any offer to buy, such securities in any circumstances in
which such offer or solicitation is unlawful.
__________________________________________________________
The date of this Prospectus is May 15, 1996.
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AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements, information statements, and other information filed by the
Company with the Commission pursuant to the requirements of the Exchange Act
may be inspected and copied at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549-1004 and at the following regional offices of
the Commission: New York Regional Office, Seven World Trade Center, Suite
1300, New York, New York 10048; and Chicago Regional Office, Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60606.
Copies of such material may be obtained from the Public Reference Room of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Company is a publicly held corporation and its Common Stock is
traded on the Nasdaq National Market under the symbol "SLOT." Reports, proxy
statements, information statements, and other information can also be
inspected at the offices of the Nasdaq National Market, 1735 K Street, N.W.,
Washington, D.C. 20549.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and such other periodic reports as it
may determine to furnish or as may be required by law.
The Company has filed with the Commission a Registration Statement on
Form S-3 (referred to herein, together with all exhibits, as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock offered hereby.
This Prospectus does not contain all information set forth in the
Registration Statement. Certain parts of the Registration Statement have
been omitted in accordance with the rules and regulations of the Commission.
For further information, reference is made to the Registration Statement
which can be inspected at the public reference rooms at the offices of the
Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibit to such documents,
unless such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be directed
to:
Salvatore T. DiMascio
Anchor Gaming
815 Pilot Road
Suite G
Las Vegas, Nevada 89119
(702) 896-7568
The Company's (i) Annual Report on Form 10-K which contains audited
financial statements for the fiscal year ended June 30, 1995; (ii) the
Company's Registration Statement on Form S-3 (Registration No. 333-2422); and
(iii) all reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the Form 10-K are hereby incorporated by reference into this
Prospectus.
All documents filed with the Commission by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering relating to
this Prospectus will be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement incorporated or deemed to be incorporated by reference herein
will be deemed to be modified, replaced, or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein
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modifies or supersedes such statement. Any such statement so modified or
superseded will be deemed, except as so modified or superseded, to constitute
a part of this Prospectus.
THE COMPANY
Anchor is a diversified gaming company that concentrates on the
operation of gaming machines. Since its inception in 1989, Anchor has built
one of the largest gaming machine routes in Nevada. In 1991, the Company
began casino operations in Colorado, where it currently owns two gaming
machine oriented casinos. As a complement to its gaming machine operations,
the Company develops unique, proprietary games and actively markets its games
to unaffiliated casinos.
The Company is a Nevada corporation formed in 1989. The Company's
principle executive offices are located at 815 Pilot Road, Suite G, Las
Vegas, Nevada 89119, and its telephone number is (702) 896-7568.
SELLING STOCKHOLDERS
The Selling Stockholders listed in the following table have informed the
Company that they reasonably expect to sell the number of shares of Common
Stock set forth opposite their respective names within two years after the
date of this prospectus. The table sets forth information with respect to
the beneficial ownership of the Company's Common Stock by the Selling
Stockholders immediately prior to this offering and as adjusted to reflect
the sale of shares of Common Stock pursuant to the offering. All information
with respect to the beneficial ownership has been furnished by the respective
Selling Shareholders:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING AFTER OFFERING(1)
----------------------------------------- --------------------------
NUMBER OF PERCENT OF SHARES TO NUMBER OF PERCENT OF
NAME OF BENEFICIAL OWNER SHARES CLASS BE SOLD SHARES CLASS
--------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Ladenburg 48,400 * 48,400 -0- -0-
Graham 19,250 * 19,250 -0- -0-
Kramer 19,250 * 19,250 -0- -0-
Gonick 3,000 * 3,000 -0- -0-
Petschek 19,250 * 19,250 -0- -0-
</TABLE>
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*Less than one percent
(1) Assumes all the shares of Common Stock that may be offered are sold.
PLAN OF DISTRIBUTION
The sale of the Common Stock offered hereby may be effected from time to
time directly or by one or more broker-dealers or agents, in one or more
transactions (which may involve crosses and block transactions) on the Nasdaq
National Market, in negotiated transactions, or through a combination of such
methods of distribution, at prices related to prevailing market prices or at
negotiated prices.
In the event one or more broker-dealers or agents agree to sell the
Common Stock, they may do so by purchasing the Common Stock as principals or
by selling the Common Stock as agent for the Selling Stockholders. Any such
broker-dealers may receive compensation in the form of discounts,
concessions, or commissions from the Selling Stockholders or the purchasers
of the shares of Common Stock for which such broker-dealer may act as agent
or to whom they sell as principal, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
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Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Common Stock may not simultaneously
engage in market-making activities with respect to the Company's Common Stock
for a period of two business days prior to the commencement of such
distribution. In addition and without limiting the foregoing, the Selling
Stockholders will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Rule
10b-6.
In order to comply with certain states' securities laws, if applicable,
the Common Stock will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In certain states, the Common Stock may not
be sold unless the Common Stock has been registered or qualified for sale in
such state or an exemption from registration or qualification is available
and is complied with.
USE OF PROCEEDS
The Company will not receive any proceeds from the offering.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Hughes & Luce, L.L.P., Dallas, Texas.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended June 30, 1995 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance
upon the report of such firm given upon their authority as experts in
accounting and auditing.
INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer, or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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