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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 2)
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2000
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 0-23124
ANCHOR GAMING
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 88-0304253
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
815 Pilot Road, Suite G
Las Vegas, Nevada 89119
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code - (702) 896-7568
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Stock Nasdaq National Market
$.005 par value
Securities registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Indicated by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / / Not Applicable.
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As of November 30, 2000, the market value for the voting and non-voting
common equity held by non-affiliates of the registrant had a market value of
$538,449,000
As of November 30, 2000, 14,263,542 shares of common stock, par value
$0.05 per share, were issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
NONE.
PART IV
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ITEM 4. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K
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(a)(3) INDEX TO EXHIBITS
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EXHIBITS
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2.1 Agreement and Plan of Merger dated as of March 9, 1999 among
Anchor Gaming, Olive AP Acquisition Corporation and
Powerhouse Technologies, Inc. (Incorporated by reference to
Exhibit 2.1 of our Current Report on Form 8-K dated March
12, 1999.)
2.2 Amendment No. 1 to Merger Agreement dated as of March 19,
1999 among Anchor Gaming, Olive AP Acquisition Corporation
and Powerhouse Technologies, Inc. (Incorporated by reference
to Exhibit 2.2 of our Current Report on Form 8-K dated July
14, 1999)
3.1 Restated Articles of Incorporation of Anchor Gaming.
(Incorporated by reference to Exhibit 3.1 to our
Registration Statement on Form S-1 (Registration No.
33-71870)).
3.2 Restated Bylaws of Anchor Gaming. (Incorporated by reference
to Exhibit 3.2 to our Registration Statement on Form S-1
(Registration No. 33-71870)).
4.1 Specimen of Common Stock Certificate. (Incorporated by
reference to Exhibit 4.1 to our Registration Statement on
Form S-1 (Registration No. 33-71870)).
4.2 Rights Agreement between Anchor Gaming and the Rights Agent.
(Incorporated by reference to Exhibit 4.2 to our June 30,
1998 Annual Report on Form 10-K (File No. 0-23124)).
4.3 Certificate of Designation, Preferences, and Rights of
Series A Junior Participating Preferred Stock (Incorporated
by reference to Exhibit 4.3 to our June 30, 1998 Annual
Report on Form 10-K (File No. 0-23124)).
9.1 Irrevocable Proxy of Michael B. Fulton in favor of Stanley
E. Fulton dated January 19, 1999. (Incorporated by reference
to Exhibit 9.10 to our June 30, 1999 Annual Report on Form
10-K (File No. 0-23124)).
9.2 Irrevocable Proxy of Stanley M. Fulton in favor of Stanley
E. Fulton dated January 19, 1999. (Incorporated by reference
to Exhibit 9.11 to our June 30, 1999 Annual Report on Form
10-K (File No. 0-23124)).
9.3 Irrevocable Proxy of Elizabeth F. Jones in favor of Stanley
E. Fulton dated January 19, 1999. (Incorporated by reference
to Exhibit 9.12 to our June 30, 1999 Annual Report on Form
10-K (File No. 0-23124)).
9.4 Irrevocable Proxy of Lucinda F. Tischer in favor of Stanley
E. Fulton dated January 19, 1999. (Incorporated by reference
to Exhibit 9.13 to our June 30, 1999 Annual Report on Form
10-K (File No. 0-23124)).
9.5 Irrevocable Proxy of Deborah J. Fulton in favor of Stanley
E. Fulton dated January 19, 1999. (Incorporated by reference
to Exhibit 9.14 to our June 30, 1999 Annual Report on Form
10-K (File No. 0-23124)).
9.6 Irrevocable Proxy of Maryland Park Apartments, Inc. in favor
of Stanley E. Fulton dated January 22, 1999. (Incorporated
by reference to Exhibit 9.15 to our June 30, 1999 Annual
Report on Form 10-K (File No. 0-23124)).
9.7 Irrevocable Proxy of Virginia L. Fulton in favor of Stanley
E. Fulton dated January 19, 1999. (Incorporated by reference
to Exhibit 9.16 to our June 30, 1999 Annual Report on Form
10-K (File No. 0-23124)).
10.1 Promissory Notes of Anchor Coin, D D Stud, Inc., and C. G.
Investments, Inc. to Stanley E. Fulton. (Incorporated by
reference to Exhibit 10.4 to our Registration Statement on
Form S-1 (Registration No. 33-71870)).
10.2 Promissory Note of Colorado Grande Enterprises, Inc. to C.G.
Investments, Inc. (Incorporated by reference to Exhibit 10.5
to our Registration Statement on Form S-1 (Registration No.
33-71870)).
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EXHIBITS
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10.3 Lease and Sublease Agreement between Smith's Food & Drug
Centers, Inc. and Anchor Coin, dated July 28, 1993.
(Confidential Treatment for a portion of this document was
requested and granted pursuant to Rule 406 under the
Securities Act). (Incorporated by reference to Exhibit 10.10
to our Registration Statement on Form S-1 (Registration No.
33-71870)).
10.4 Fourth Amendment to Lease and Sublease Agreement dated
February 27, 1996 between Smith's Food and Drug Centers,
Inc. and Anchor Coin. (Incorporated by reference to
Exhibit 10.4 to our June 30, 2000 Annual Report on Form
10-K (File No. 0-23124))
10.5 Employment Agreement between Anchor Gaming and Stanley E.
Fulton. (Incorporated by reference to Exhibit 10.10 to our
June 30, 1994 Annual Report on Form 10-K (File No.
0-23124)).
10.6 Option Agreement between Thomas J. Matthews and Anchor
Gaming. (Incorporated by reference to Exhibit 10.19 to our
June 30, 1994 Annual Report on Form 10-K (File No.
0-23124)).
10.7 Option Agreement between Joseph Murphy and Anchor Gaming.
(Incorporated by reference to Exhibit 10.20 to our June 30,
1994 Annual Report on Form 10-K (File No. 0-23124)).
10.8 Option Agreement between William Randall Adams and Anchor
Gaming. (Incorporated by reference to Exhibit 10.21 to our
June 30, 1994 Annual Report on Form 10-K (File No.
0-23124)).
10.9 Option Agreement between Geoffrey A. Sage and Anchor Gaming.
(Incorporated by reference to Exhibit 10.25 to our June 30,
1994 Annual Report on Form 10-K (File No. 0-23124)).
10.10 Option Agreement between Stuart D. Beath and Anchor Gaming.
(Incorporated by reference to Exhibit 10.26 to our June 30,
1994 Annual Report on Form 10-K (File No. 0-23124)).
10.11 Form of Stock Option Agreement between Glen J. Hettinger and
Anchor Gaming. (Incorporated by reference to Exhibit 10.28
to our June 30, 1996 Annual Report on Form 10-K (File No.
000-23124)).
10.12 Form of Indemnification Agreement between Officers and
Directors and Anchor Gaming. (Incorporated by reference to
Exhibit 10.28 to our June 30, 1994 Annual Report on Form
10-K (File No. 0-23124)).
10.13 Indemnification Agreement between Glen J. Hettinger and
Anchor Gaming. (Incorporated by reference to Exhibit 10.30
to our June 30, 1998 Annual Report on Form 10-K (File No.
0-23124)).
10.14 Tax Indemnification Agreement between Stanley E. Fulton,
Anchor Gaming and its subsidiaries. (Incorporated by
reference to Exhibit 10.29 to our June 30, 1994 Annual
Report on Form 10-K (File No. 0-23124)).
10.15 Option Agreement between Elizabeth Fulton and Anchor Gaming.
(Incorporated by reference to Exhibit 10.30 to our June 30,
1994 Annual Report on Form 10-K (File No. 0-23124)).
10.16 Anchor Gaming 1995 Employee Stock Option Plan. (Incorporated
by reference to Exhibit 10.31 to our June 30, 1995 Annual
Report on Form 10-K (File No. 0-23124)).
10.17 Joint Venture Agreement, dated as of December 3, 1996 by and
between Anchor Games,
d/b/a/ Anchor Coin, a Nevada corporation and our
Subsidiary, and IGT (File No. 000-23124)). (Incorporated by
reference to Exhibit 10.37 to our June 30, 1997 Annual
Report on Form 10-K (File No. 0-23124)).
10.18 Stock Option Agreement of William Adams dated April 2, 1997.
(Incorporated by reference to Exhibit 4.1 to our
Registration Statement on Form S-8 (File No. 333-53257)).
10.19 Stock Option Agreement of Thomas J. Matthews dated April 2,
1997. (Incorporated by reference to Exhibit 4.2 to our
Registration Statement on Form S-8 (File No. 333-53257)).
10.20 Stock Option Agreement of Joseph Murphy dated April 2, 1997.
(Incorporated by reference to Exhibit 4.3 to our
Registration Statement on Form S-8 (File No. 333-53257)).
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10.21 Loan Agreement, dated as of June 29, 1999 among Anchor
Gaming as borrower, the lenders therein named, and Bank of
America national Trust and Savings Association as
administrative agent. (Incorporated by reference to Exhibit
10.35 to our June 30, 1999 Annual Report on Form 10-K (File
No. 0-23124)).
10.22 Form of Stock Option Agreement. (Incorporated by reference
to Exhibit 10.36 to our June 30, 1996 Annual Report on Form
10-K (File No. 0-23124)).
10.23 Amendment No. 1 to Loan Agreement dated March 24, 2000
between Anchor Gaming, as borrower, Bank of America, N.A.,
as administrative agent and the other lenders named therein.
(Incorporated by reference to Exhibit 10.23 to our June 30,
2000 Annual Report on Form 10-K (File No. 0-23124))
10.24 Guaranty dated June 15, 2000 of Anchor Gaming in favor of
Bank of America, N.A., as administrative agent for the
benefit of lenders to the Pala Band of Mission Indians.
(Incorporated by reference to Exhibit 10.24 to our June 30,
2000 Annual Report on Form 10-K (File No. 0-23124))
10.25 Asset Purchase Agreement dated September 24, 2000 by and
between My Way Holdings LLC and Nuevo Del Sol Turf Club,
Inc. (Incorporated by reference to Exhibit 99.2 to the
Current Report on Form 8-K filed September 26, 2000. (File
No. 0-23124)).
10.26 Stock Purchase Agreement dated September 24, 2000 between
Anchor Gaming and members of the Fulton family and their
affiliates. (Incorporated by reference to Exhibit 99.3 to
the Current Report on Form 8-K filed September 26, 2000
(File No. 0-23124)).
10.27 Assignment of Membership Interests in Ourway Realty, L.L.C.
dated September 24, 2000 between Anchor Gaming and Stanley
Fulton. (Incorporated by reference to Exhibit 99.4 to the
Current Report on Form 8-K filed September 26, 2000 (File
No. 0-23124)).
10.28 Consulting Agreement dated September 24, 2000 entered into
by Stanley Fulton and Anchor Gaming. (Incorporated by
reference to Exhibit 99.5 to the Current Report on Form 8-K
filed September 26, 2000 (File No. 0-23124)).
10.29 Form of Anchor Gaming Executive Stock Option
Agreement. (Incorporated by reference to Exhibit 10.29
to our June 30, 2000 Annual Report on Form 10-K/A
(File No. 0-23124))
10.30 Form of Anchor Gaming Director Stock Option Agreement.
(Incorporated by reference to Exhibit 10.30
to our June 30, 2000 Annual Report on Form 10-K/A
(File No. 0-23124))
10.31 Form of Anchor Gaming Restricted Stock Agreement.
(Incorporated by reference to Exhibit 10.31
to our June 30, 2000 Annual Report on Form 10-K/A
(File No. 0-23124))
10.32 Anchor Gaming 2000 Stock Incentive Plan.
(Incorporated by reference to Exhibit 10.32
to our June 30, 2000 Annual Report on Form 10-K/A
(File No. 0-23124))
10.33 Form of Employment Agreement between Anchor Gaming and
Thomas J. Matthews. (Incorporated by reference to
Exhibit 10.33 to our June 30, 2000 Annual Report on
Form 10-K/A (File No. 0-23124))
10.34 Form of Employment Agreement between Anchor Gaming and
Joseph Murphy. (Incorporated by reference to
Exhibit 10.34 to our June 30, 2000 Annual Report on
Form 10-K/A (File No. 0-23124))
10.35 Form of Employment Agreement between Anchor Gaming and
Geoffrey A. Sage. (Incorporated by reference to
Exhibit 10.35 to our June 30, 2000 Annual Report on
Form 10-K/A (File No. 0-23124))
10.36 Form of Employment Agreement between Anchor Gaming and
David D. Johnson. (Incorporated by reference to
Exhibit 10.36 to our June 30, 2000 Annual Report on
Form 10-K/A (File No. 0-23124))
10.37 Amendment No. 2, dated October 17, 2000, to Loan
Agreement dated June 29, 1999 among Anchor Gaming as
Borrower, the Lenders therein named and Bank of
America N.A. as Administrative Agent. (Incorporated
by reference to Exhibit 10.37 to our June 30, 2000
Annual Report on Form 10-K/A (File No. 0-23124))
10.38 Amendment No. 1, dated October 17, 2000, to Guaranty
dated June 15, 2000 by Anchor Gaming in favor of Bank
of America, N.A. as Administrative Agent and the
other lenders named therein that are party to the
Pala Loan Agreement. (Incorporated by reference to
Exhibit 10.38 to our June 30, 2000 Annual Report on
Form 10-K/A (File No. 0-23124))
10.39 Anchor Gaming's $35,000,000 Promissory Note, dated
October 17, 2000, to Bankers Trust Company.
(Incorporated by reference to Exhibit 10.39
to our June 30, 2000 Annual Report on Form 10-K/A
(File No. 0-23124))
10.40 Anchor Gaming's $15,000,000 Promissory Note, dated
October 17, 2000, to Lehman Commercial Paper, Inc.
(Incorporated by reference to Exhibit 10.40
to our June 30, 2000 Annual Report on Form 10-K/A
(File No. 0-23124))
10.41 Joinder and Assumption Agreement, dated October 17,
2000, among Anchor Gaming as Borrower, Bankers Trust
as Increasing Lender, Lehman Commercial Paper, Inc.
as Joining Lender and Bank of America N.A. as
Administrative Agent pursuant to June 29, 1999 Loan
Agreement. (Incorporated by reference to Exhibit 10.41
to our June 30, 2000 Annual Report on Form 10-K/A
(File No. 0-23124))
10.42 Indenture for 9-7/8% Senior Subordinated Notes Due
2008, dated October 17, 2000. (Incorporated by reference
to Exhibit 10.42 to our June 30, 2000 Annual Report on
Form 10-K/A (File No. 0-23124))
21.1 List of Subsidiary Corporations. (Incorporated by
reference to Exhibit 21.1 to our June 30, 2000 Annual
Report on Form 10-K (File No. 0-23124))
27.1 Financial Data Schedule. (Incorporated by reference
to Exhibit 27.1 to our June 30, 2000 Annual Report
on Form 10-K (File No. 0-23124))
99.1* Financial statements of the Spin for Cash Joint Venture
for the years ended September 30, 2000, 1999 and 1998
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* Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ANCHOR GAMING
By: /s/ THOMAS J. MATTHEWS
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Thomas J. Matthews,
CHIEF EXECUTIVE OFFICER
By: /s/ GEOFFREY A. SAGE
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Geoffrey A. Sage,
CHIEF FINANCIAL OFFICER
Date: December 22, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated.
Signature Title Date
/s/ STUART D. BEATH Director December 22, 2000
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Stuart D. Beath
/s/ RICHARD R. BURT Director December 22, 2000
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Richard R. Burt
/s/ JOSEPH MURPHY Director December 22, 2000
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Joseph Murphy
/s/ GLEN J. HETTINGER Director December 22, 2000
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Glen J. Hettinger
