-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BMB13ecuvPpracbGQ+wyi44+4BnTqGsbclTe+XtPbAtjUQ4iklk4eEFxdnkDrzbn YxJ7lhGoqPjWIgT5zyaoVQ== /in/edgar/work/20000920/0000898430-00-002726/0000898430-00-002726.txt : 20000924 0000898430-00-002726.hdr.sgml : 20000924 ACCESSION NUMBER: 0000898430-00-002726 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000920 EFFECTIVENESS DATE: 20000920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SANTA FE GAMING CORP CENTRAL INDEX KEY: 0000812482 STANDARD INDUSTRIAL CLASSIFICATION: [7990 ] IRS NUMBER: 880304348 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-46218 FILM NUMBER: 725781 BUSINESS ADDRESS: STREET 1: 4949 NORTH RANCHO DR CITY: LAS VEGAS STATE: NV ZIP: 81309 BUSINESS PHONE: 7026584300 MAIL ADDRESS: STREET 1: 4949 NORTH RANCHO DR CITY: LAS VEGAS STATE: NV ZIP: 81309 FORMER COMPANY: FORMER CONFORMED NAME: SAHARA GAMING CORP DATE OF NAME CHANGE: 19930824 FORMER COMPANY: FORMER CONFORMED NAME: SAHARA CASINO PARTNERS L P DATE OF NAME CHANGE: 19920703 S-8 1 0001.txt FORM S-8 ================================================================================ As filed with the Securities and Exchange Commission on September 20, 2000 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________ SANTA FE GAMING CORPORATION (Exact name of Registrant as Specified in Its Charter) Nevada 7990 88-0304348 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification No.)
__________ 4949 N. Rancho Dr., Las Vegas, Nevada 89130 (702) 658-4300 (Address, including Zip Code, and Telephone Number, including Area Code, of Registrant's Principal Executive Offices) __________ SANTA FE GAMING CORPORATION 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN (Full Title of Plan) __________ Paul W. Lowden Santa Fe Gaming Corporation 4949 N. Rancho Dr. Las Vegas, Nevada 89130 (702) 658-4300 (Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service) __________ Copies to: Karen E. Bertero, Esq. Gibson, Dunn & Crutcher LLP 333 South Grand Avenue Los Angeles, California 90071-3197 (213) 229-7973 CALCULATION OF REGISTRATION FEE
===================================================================================================== Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Title of Securities to be Price Per Offering Registration to be Registered Registered(1) Share(2) Price(3) Fee(4) - ----------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 100,000 $3.875 $387,500 $102.30 =====================================================================================================
(1) Pursuant to Rule 416 under the Securities Act, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration as set forth in the Plan. (2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h)(1) and Rule 457(c). On September 15, 2000, the most recent practicable date, the high and low prices per common share reported were $4.00 and $3.75 respectively, for an average price of $3.875 per common share. (3) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 of the Securities Act, based on the number of shares of common stock issuable pursuant to the Plan multiplied by the proposed maximum aggregate offering price per share calculated as described in (2) above. (4) Calculated by multiplying $0.000264 the proposed maximum aggregate offering price calculated as described in (3) above. INTRODUCTION This Registration Statement on Form S-8 is filed by Santa Fe Gaming Corporation, a Nevada corporation (the "Company"), and relates to 100,000 shares of common stock, par value $0.01 per share ("Common Stock") of the Company issuable pursuant to the Santa Fe Gaming Corporation 1995 Non-Employee Director Stock Option Plan (the "Plan"). PART I INFORMATION REQUIRED IN THE SECTION 10(a) prospectus ITEM 1. PLAN INFORMATION.* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.* * Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT -------------------------------------------------- ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which previously have been filed by the Company with the Securities and Exchange Commission (the "Commission"), are incorporated herein by reference and made a part hereof: a) the Company's Annual Report on Form 10-K for the year ended September 30, 1999, and all amendments thereto; b) the Company's Quarterly Reports on Form 10-Q for the quarters ended December 31, 1999, March 31, 2000 and June 30, 2000; c) the Company's Current Report on Form 8-K dated June 16, 2000; and d) the description of the Company's common stock contained under the caption "Description of Registrant's Securities to be Registered" in its Registration Statement on Form 8-A, filed with the Commission on August 25, 1993, and any amendments or reports filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment hereto that indicates that all securities offered hereunder have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. For purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated herein by reference modifies or supersedes such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. 1 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company's Articles of Incorporation eliminate liability of its directors and officers for breaches of fiduciary duties as directors and officers, except to the extent otherwise required by the Nevada Revised Statutes and where the breach involves intentional misconduct, fraud or a knowing violation of the law. Section 78.751 of Chapter 78 of the Nevada Revised Statutes and the Company's Bylaws contain provisions for indemnification of officers and directors of the Company and, in certain cases, employees and other persons. The Bylaws require the Company to indemnify such persons to the fullest extent legally permitted under the general corporation law of Nevada. Each such person will be indemnified in any proceeding if such person acted in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no cause to believe his conduct was unlawful. Indemnification would cover expenses, including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement. The Company's Bylaws also provide that the Board may cause the Company to purchase and maintain insurance on behalf of any present or past director or officer insuring against any liability asserted against such person incurred in the capacity of director or officer or arising out of such status, whether or not the Company would have the power to indemnify such person. The Company maintains directors' and officers' liability insurance. Further, the Plan provides that neither the members of the Board of Directors nor any members of the Committee shall be liable for any act, omission or determination taken or made in good faith with respect to the Plan or any award granted under it, and they are entitled to indemnification and reimbursement from the Company due to liability incurred with respect to the Plan or any award granted thereunder (including attorneys' fees, settlement costs if approved by independent legal counsel, and judgments other than bad faith) to the fullest extent permitted by law and under any directors and officers liability insurance policy maintained by the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. Description - ----------- ----------- 3.1 Articles of Incorporation of the Company. (Previously filed with the Securities and Exchange Commission as an exhibit to the Company's Registration Statement on Form S-4 (No. 33-67864) and incorporated herein by reference.) 3.2 Certificate of Designation for Exchangeable Redeemable Preferred Stock. (Previously filed with the Securities and Exchange Commission as an exhibit to the Company's Registration Statement on Form S-4 (No. 33-67864) and incorporated herein by reference.) 3.3 Amended and Restated Bylaws of Santa Fe Gaming Corporation. (Previously filed with the Securities and Exchange Commission as an exhibit to Santa Fe Gaming Corporation's Report on Form 10-Q for the quarter ended March 31, 1999 and incorporated herein by reference.) 4.1 1995 Non-Employee Director Stock Option Plan. 5.1 Opinion of Jones Vargas. 23.1 Consent of Jones Vargas (contained in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 2 24 Power of Attorney (included on Page S-1 of this registration statement). ITEM 9. UNDERTAKINGS. (a) The Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by a final adjudication of such issue. 3 SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada, on this 20 day of September, 2000. SANTA FE GAMING CORPORATION By: /s/ Thomas K. Land ____________________________________ Thomas K. Land Senior Vice President and Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints PAUL W. LOWDEN and THOMAS K. LAND his or her true and lawful attorneys-in-fact and agents, each acting alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name and Signature Title Date ------------------ ----- ---- /s/ Paul W. Lowden ______________________________ Chairman of the Board September 20, 2000 Paul W. Lowden and President (Principal Executive Officer) /s/ Thomas K. Land ______________________________ Director and Chief Financial September 20, 2000 Thomas K. Land Officer (Principal Financial and Accounting Officer) /s/ James W. Lewis ______________________________ Director September 20, 2000 James W. Lewis /s/ Suzanne Lowden ______________________________ Director September 20, 2000 Suzanne Lowden /s/ John W. Delaney ______________________________ Director September 20, 2000 John W. Delaney
S-1 ______________________________ Director September ___, 2000 David H. Lesser ______________________________ Director September ___, 2000 Howard E. Foster
S-2 Exhibit Index Exhibit No. Description - ----------- ----------- 3.1 Articles of Incorporation of the Company. (Previously filed with the Securities and Exchange Commission as an exhibit to the Company's Registration Statement on Form S-4 (No. 33-67864) and incorporated herein by reference.) 3.2 Certificate of Designation for Exchangeable Redeemable Preferred Stock. (Previously filed with the Securities and Exchange Commission as an exhibit to the Company's Registration Statement on Form S-4 (No. 33-67864) and incorporated herein by reference.) 3.3 Amended and Restated Bylaws of Santa Fe Gaming Corporation. (Previously filed with the Securities and Exchange Commission as an exhibit to Santa Fe Gaming Corporation's Report on Form 10-Q for the quarter ended March 30, 1999 and incorporated herein by reference.) 4.1 1995 Non-Employee Director Stock Option Plan. 5.1 Opinion of Jones Vargas. 23.1 Consent of Jones Vargas (contained in Exhibit 5.1). 23.2 Consent of Deloitte & Touche LLP. 24 Power of Attorney (included on Page S-1 of this registration statement). EX-4.1 2 0002.txt 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN EXHIBIT 4.1 SANTA FE GAMING CORPORATION 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN Section 1. Purpose of Plan The purpose of this 1995 Non-Employee Director Stock Option Plan (the "Plan") of Santa Fe Gaming Corporation, a Nevada corporation (the "Company"), is to enable the Company to attract non-employee directors and further align their interests with those of the stockholders by providing for or increasing their proprietary interests in the Company. Section 2. Persons Eligible Under Plan Any member of the Board of Directors of the Company (the "Board") who is not an employee of the Company or any of its subsidiaries (a "Non-Employee Director") shall be eligible for the grant of Options (as hereinafter defined) hereunder. Section 3. Options (a) Each person who is a Non-Employee Director immediately following the annual meeting of the stockholders of the Company held in 1996 (an "Annual Meeting") shall, on the date of such Annual Meeting, automatically be granted an option to purchase 12,500 shares of the Common Stock, par value $.01 per share, of the Company (the "Common Shares"), subject to adjustment as provided in Section 7 hereof (an "Option"). (b) In addition, each person who first becomes a Non-Employee Director after the Annual Meeting shall, on the date such person becomes a Non-Employee Director, automatically be granted an Option to purchase 12,500 Common Shares, subject to adjustment as provided in Section 7 hereof. (c) Notwithstanding the foregoing, if, on any date upon which Options are to be granted hereunder, the number of Common Shares remaining available for issuance under this Plan is insufficient for the grant of Options to purchase the total number of Common Shares specified in Section 3(a) and (b) hereof, then each Non- Employee Director entitled to receive an Option on such date shall be granted an Option to purchase a proportionate amount of the available number of Common Shares (rounded down to the greatest number of whole shares). (d) Each Option shall be evidenced by a written option agreement that shall contain the following terms and provisions: (i) The exercise price per Common Share shall be equal to the greater of (A) the Fair Market Value (as hereinafter defined) of one Common Share on the date of grant of such Option or (B) the par value of one Common Share. The "Fair Market Value" of a Common Share shall be equal to the last sale price, regular way, of a Common Share on the next preceding business day, or in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal national securities exchange on which the Common Shares are listed or admitted to trading or, if the Common Shares are not listed or admitted to trading on any national securities exchange, the last quoted price in the over-the- counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System or such other system then in use or, if on such day the Common Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker who makes a market in the Common Shares and who is designated by the Board. (ii) Payment of the exercise price of the Option shall be made in full in cash or by check concurrently with the exercise of the Option. (iii) The Option shall be nontransferable by the optionee other than by will or the laws of descent and distribution, and shall be exercisable during the optionee's lifetime only by the optionee or the optionee's guardian or legal representative. (iv) The Option will be fully vested on the date of grant and shall expire upon the first to occur of the following: (A) the third anniversary of the date upon which the optionee shall cease to be a Non-Employee Director, or (B) the tenth anniversary of the date of grant. Section 4. Stock Subject to Plan (a) At any time, the aggregate number of Common Shares issued and issuable pursuant to all Options granted under this Plan shall not exceed 100,000, subject to adjustment as provided in Section 7 hereof. (b) For purposes of Section 4(a) hereof, the aggregate number of Common Shares issued and issuable pursuant to Options granted under this Plan at any time shall be deemed to be equal to the sum of the following: (i) the number of Common Shares which were issued prior to such time pursuant to Options granted under this Plan; plus (ii) the number of common Shares which are issuable at or after such time pursuant to Options granted under this Plan prior to such time. Section 5. Duration of Plan No Options shall be granted under this Plan after January 20, 2006. Section 6. Administration of Plan This Plan is intended to meet the requirements of Rule 16b-3(c) (2) (ii) adopted under the Securities Exchange Act of 1934 (or its successor) and accordingly is intended to be self-governing. To this end, this Director Plan requires no discretionary action by any administrative body with regard to any transaction under this Director Plan. To the extent, if any, that any questions of interpretation arise, these shall be resolved by the Board. Section 7. Adjustments If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into a different number or kind of securities of the Company, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, then, unless the terms of such transaction shall provide otherwise, the Board shall make appropriate and proportionate adjustments in (a) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Options theretofore granted under this Plan and (b) the maximum number and type of shares or other securities that may be issued pursuant to Options thereafter granted under this Plan. Section 8. Amendment and Termination of Plan The Board may amend or terminate this Plan at any time and in any manner, subject to the following; (a) no such amendment or termination shall deprive the recipient of any Option theretofore granted under this Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto; and (b) Section 3 hereof shall not be amended more than once every six months other than to comport with changes in the Internal Revenue Code, the Employees Retirement Income Security Act, or the rules thereunder. Section 9. Effective Date of Plan This Plan was approved by the Board on December 14, 1995. This Plan shall become effective on the first date thereafter upon which it has been approved, directly or indirectly, by (a) the affirmative votes of the holders of a majority of the securities of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with applicable law or (b) the written consent of the holders of a majority of the securities of the Company entitled to vote. EX-5.1 3 0003.txt OPINION OF JONES VARGAS EXHIBIT 5.1 [JONES VARGAS LETTERHEAD] September 19, 2000 Santa Fe Gaming Corporation 4949 North Rancho Road Las Vegas, NV 89130 Re: Registration Statement on Form S-8 - 1995 Non-Employee Director Stock Option Plan (the "Plan") Ladies and Gentlemen: We have acted as special Nevada counsel to Santa Fe Gaming Corporation, a Nevada corporation ("SFG") in connection with the registration by SFG on the Registration Statement on Form S-8 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission"), under the Securities Act of 1933, as amended (the "Securities Act"), of 100,000 shares (the "Shares") of SFG's common stock, par value $0.01 per share (the "SFG Common Stock"). For the purpose or rendering the opinions contained herein, we have reviewed the Plan and the corporate actions taken by SFG in connection with the authorization of the Shares and have made such legal inquires as we deem necessary. In rendering the opinions contained herein, we have assumed and relied on the following: (a) the authenticity of all documents submitted to us as originals; (b) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of the originals of such copies; (c) the truth of all factual matters stated therein; (d) the incumbency of all individuals referenced in any of the documents as being directors and/or officers of SFG; (e) the genuineness of all signatures appearing on any document not signed in our presence; (f) the legal capacity of all natural persons; (g) that all actions taken by the board of directors and stockholders of SFG in connection with the Plan were taken at meetings duly called and noticed in accordance with the laws of the state of Nevada and the articles of incorporation and bylaws of SFG; (h) that the Plan has been administered by SFG in accordance with its terms; (i) that upon the issuance of the Shares pursuant to the terms and conditions of the Plan, the total number of issued and outstanding shares of SFG Common Stock will not exceed one hundred million (100,000,000) shares; and (j) there are no other documents or agreements that have not been supplied to us that would have an effect on the opinions rendered herein. Based on the foregoing and in reliance thereon, we are of the opinion that: (a) the Shares have been duly authorized for issuance pursuant to the Plan; and (b) when issued upon the exercise of options granted under the Plan and paid for in accordance with the terms thereof, the Shares will be validly issued, fully paid and nonassessable. This opinion is limited to the laws of the state of Nevada; provided, however, we express no opinion on the securities laws of the state of Nevada. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Commission. Very truly yours, Jones Vargas EX-23.2 4 0004.txt CONSENT OF DELOITTE & TOUCHE LLP. EXHIBIT 23.2 CONSENT OF DELOITTE & TOUCHE LLP INDEPENDENT AUTITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Santa Fe Gaming Corporation on Form S-8 pertaining to the Santa Fe Gaming Corporation 1995 Non-Employee Director Stock Option Plan, of our report dated December 3, 1999 (which expresses an unqualified opinion and includes an explanatory paragraph relating to Santa Fe Gaming Corporation's ability to continue as a going concern), appearing in the Annual Report on Form 10-K of Santa Fe Gaming Corporation for the year ended September 30, 1999, and to the incorporation by reference of our report dated December 3, 1999 in the Prospectus, which is part of this Registration Statement. /s/ DELOITTE & TOUCHE LLP _________________________ DELOITTE & TOUCHE LLP Las Vegas, Nevada September 18, 2000 -----END PRIVACY-ENHANCED MESSAGE-----