EXHIBIT 99.3
ANCHOR GAMING OFFER TO EXCHANGE
ANY AND ALL OF ITS OUTSTANDING 9 7/8% SENIOR SUBORDINATED
NOTES DUE 2008 FOR ITS 9 7/8% SERIES A SENIOR
SUBORDINATED NOTES DUE 2008
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES, AND OTHER NOMINEES:
Anchor Gaming (the "Company") is offering, upon and subject to the terms and
conditions set forth in the Prospectus, dated , 2000 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal") (which together constitute the "Exchange Offer"), to exchange a
principal amount of its 9 7/8% Series A Senior Subordinated Notes due 2008 (the
"New Notes") pursuant to a registration statement of which the Prospectus is a
part (the "Registration Statement") for an equal principal amount of its issued
and outstanding 9 7/8% Senior Subordinated Notes due 2008 (the "Old Notes," and
collectively with the New Notes, the "Senior Subordinated Notes") of which $250
million in aggregate principal amount are outstanding as of the date hereof. The
Exchange Offer is being made in order to satisfy certain obligations of the
Company contained in the Registration Rights Agreement dated as of October 17,
2000 (the "Registration Rights Agreement"), by and among the Company, as the
issuer, the Guarantors listed on Schedule A of the Registration Rights Agreement
(the "Guarantors") and Banc of America Securities LLC, as representative (in
such capacity, the "Representative') for the Initial Purchasers listed in
Schedule B of the Registration Rights Agreement (the "Initial Purchasers").
We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated , 2000;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer,
if certificates for Old Notes are not immediately available, or time will
not permit all required documents to reach the Exchange Agent prior to
the Expiration Date (as defined below), or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A form of letter that may be sent to your clients for whose account you
hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to
the Exchange Offer;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. Return envelopes addressed to U.S. Trust, N.A., the Exchange Agent for
the Old Notes.
YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, , 2000 UNLESS EXTENDED BY THE COMPANY (THE
"EXPIRATION DATE"). OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE
WITHDRAWN AT ANY TIME BEFORE THE EXPIRATION DATE.
To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof), with any required signature
guarantees and any other required documents, should be sent to the Exchange
Agent, and certificates representing the Old Notes should be delivered to the
Exchange Agent, all in accordance with the instructions set forth in the Letter
of Transmittal and the Prospectus.
If holders of Old Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the Exchange
Offer or to comply with the book-entry transfer procedures on a timely basis, a
tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer--Procedures for Tendering
Old Notes--Guaranteed Delivery."
The Company will, upon request, reimburse brokers, dealers, commercial
banks, and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes pursuant to the Exchange Offer, except
as set forth in Instruction 5 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to U.S.
Trust Company, N.A., the Exchange Agent for the Old Notes, at its address and
telephone number set forth on the front of the Letter of Transmittal.
Very truly yours,
ANCHOR GAMING
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NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF ANCHOR GAMING OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR
ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER
OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE
IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
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