ALLIANCE GAMING CORPORATION
OFFER FOR ALL OUTSTANDING
7 1/2% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
IN EXCHANGE FOR
7 1/2% SENIOR CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
CUSIP NO. 01859P
THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON JUNE
, 1996, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF 7 1/2% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2003 MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE.
May , 1996
TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:
We are enclosing herewith the material listed below relating to the offer
(the "Exchange Offer") by Alliance Gaming Corporation ("Alliance") to exchange
up to $85 million principal amount of Alliance's 7 1/2% Convertible Senior
Subordinated Debentures due 2003 (the "New Convertible Debentures") for a like
principal amount of Alliance's 7 1/2% Convertible Subordinated Debentures due
2003 (the "Securities"). Consummation of the Exchange Offer is subject to, among
other things, satisfaction of the conditions set forth in the Prospectus
referred to below under the heading "The Exchange Offer -- Conditions to the
Exchange Offer".
We are asking you to contact your clients for whom you hold Securities
registered in your name or in the name of your nominee. In addition, we are
asking you to contact your clients who, to your knowledge, hold Securities
registered in their own name.
Enclosed for your information and use are copies of the following documents:
1. Alliance's Prospectus dated May , 1996 (as the same may be further
amended or supplemented from time to time, the "Prospectus");
2. A BLUE Letter of Transmittal (the "Letter of Transmittal") for your
use in connection with the tender of Securities and for the information of
your clients;
3. A YELLOW form of letter that may be sent to your clients for whose
accounts you hold Securities registered in your name or the name of your
nominee, with space provided for obtaining the clients' instructions with
regard to the Exchange Offer;
4. A GREEN form of Notice of Guaranteed Delivery;
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
6. A return envelope addressed to the Exchange Agent.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON
JUNE , 1996, UNLESS EXTENDED. SECURITIES TENDERED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN, SUBJECT TO THE PROCEDURES DESCRIBED IN THE PROSPECTUS,
AT ANY TIME PRIOR TO THE EXPIRATION DATE.
In all cases, New Convertible Debentures will be issued in exchange for
Securities accepted for exchange pursuant to the Exchange Offer only after
timely receipt by the Exchange Agent of such Securities
(or confirmation of book-entry transfer of such Securities into the Exchange
Agent's account at the Depositary Trust Company), a Letter of Transmittal (or
facsimile thereof), properly completed and validly executed, and any other
required documents.
If holders of Securities wish to tender, but it is impracticable for them to
forward their Securities or other required documents prior to the Expiration
Date, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under the heading "The Exchange Offer -- Procedures
for Tendering -- Guaranteed Delivery".
Procedures for tendering Securities are set forth in the Prospectus under
the caption "The Exchange Offer -- Procedures for Tendering". Holders of
Securities who wish to tender their Securities must use either the Letter of
Transmittal or a facsimile thereof or such Securities must be transferred
pursuant to the procedures for book-entry transfer set forth in the Prospectus
under the heading "The Exchange Offer -- Procedures for Tendering -- Book-Entry
Transfer". In addition, holders of Securities who are following the procedures
for guaranteed delivery set forth in the Prospectus must use the Notice of
Guaranteed Delivery distributed with the Prospectus.
Alliance will not pay any fees or commissions to any broker, dealer or other
person in connection with the solicitation of tenders of Securities pursuant to
the Prospectus. However, Alliance will reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. Alliance will pay or cause to be paid any transfer taxes payable
with respect to the transfer of Securities to it, except as otherwise provided
in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from Georgeson & Company, Inc., the Information Agent, at its address and
telephone number set forth on the back cover page of the Prospectus.
Very truly yours,
DEUTSCHE MORGAN GRENFELL
JEFFERIES & COMPANY, INC.
LADENBURG, THALMANN & CO., INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF ALLIANCE, THE DEALER MANAGERS, THE INFORMATION
AGENT OR THE EXCHANGE AGENT, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF
ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.