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EXHIBIT 99.3
FITZGERALDS GAMING CORPORATION
OFFER TO EXCHANGE
$1,000 PRINCIPAL AMOUNT OF ITS
12 1/4% SENIOR SECURED NOTES DUE 2004, SERIES B
FOR EACH
$1,000 PRINCIPAL AMOUNT OF ITS
12 1/4% SENIOR SECURED NOTES DUE 2004, SERIES A
SUBJECT TO RELEASE AS PROVIDED IN THE GOVERNING INDENTURE
FITZGERALDS GAMING CORPORATION WILL ACCEPT ALL OLD NOTES (AS HEREINAFTER
DEFINED) TENDERED AND NOT WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
JULY ___, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN AT TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.
To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees:
We are enclosing herewith the Prospectus, dated June __, 1998 (the
"Prospectus"), of Fitzgeralds Gaming Corporation (the "Company") and the related
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount
of its 12 1/4% Senior Secured Notes Due 2004, Series B (the "New Notes") for
each $1,000 principal amount of its 12 1/4% Senior Secured Notes Due 2004,
Series A (the "Old Notes"). Recipients of the Prospectus should read the
requirements described in such Prospectus with respect to eligibility to
participate in the Exchange Offer. Capitalized terms used herein and not
otherwise defined herein have the meanings ascribed to such terms in the
Prospectus.
It is extremely important that any holder of Old Notes who is not
the beneficial owner of such Old Notes deliver a copy of the Prospectus and the
Letter of Transmittal to the beneficial owner of such Old Notes in order to
afford such beneficial owner an opportunity to consider the Exchange Offer.
To tender Old Notes in the Exchange Offer, a beneficial owner of
the Old Notes who is not the registered holder of such Old Notes, must either
(i) arrange with the registered holder to execute and deliver the Letter of
Transmittal on behalf of such registered holder or (ii) effect a valid transfer
of registered ownership of the Old Notes to such beneficial owner prior to
executing and delivering the Letter of Transmittal on behalf of such beneficial
owner Beneficial owners of Old Notes who are not registered holders thereof
should consider requesting that the applicable registered holders surrender such
Old Notes for exchange on behalf of, and at the direction of, such beneficial
owners
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, we
are enclosing the following documents:
1. The Prospectus dated June ___, 1998;
2. The Letter of Transmittal to be used by registered holders in
accepting the Exchange Offer, together with guidelines of the Internal Revenue
Service for Certification of Taxpayer Identification Number on Substitute Form
W-9 providing information relating to backup federal income tax withholding;
3. A printed form of a letter which may be sent to your clients for
whose account you hold Old Notes in your name or in the name of your nominee,
with space provided for obtaining such client's instructions with regard to the
Exchange Offer;
4. Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for the Old Notes are not immediately available; and
5. A return envelope addressed to The Bank of New York, the Exchange
Agent.
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WE URGE YOU TO CONTACT CLIENTS FOR WHOM YOU HOLD OLD NOTES AS
PROMPTLY AS POSSIBLE.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
JULY ___, 1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). OLD NOTES TENDERED FOR
EXCHANGE MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
In order to take advantage of the Exchange Offer, a duly executed
and properly completed Letter of Transmittal, certificates representing the Old
Notes tendered for exchange and any other required documents should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in the
Prospectus and in the Letter of Transmittal.
Old Noteholders who wish to tender for exchange their Old Notes and
whose Old Notes are not immediately available or who cannot deliver their Old
Notes prior to 5:00 p.m., New York City time, on the Expiration Date must tender
for exchange their Old Notes according to the guaranteed delivery procedures set
forth in the section of the Prospectus entitled "The Exchange Offer - Guaranteed
Delivery Procedures."
No fees or commissions will be payable to brokers, dealers or any
other person in connection with the Exchange Offer. the Company will, however,
upon request, reimburse you for customary mailing and handling expenses incurred
by you in forwarding any of the enclosed materials to the beneficial owners of
the Old Notes held by you as a nominee or in a fiduciary capacity.
Any inquiries you may have should be addressed to, and additional
copies of the enclosed materials may be obtained from, the Exchange Agent, The
Bank of New York, 101 Barclay Street, Floor 21W, New York, New York 10286,
Attention: Corporate Trust Administration, or by telephone at (212) 815-3800.
Very truly yours,
FITZGERALDS GAMING CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENT SHALL CONSTITUTE YOU AS THE
AGENT OF FITZGERALDS GAMING CORPORATION OR THE EXCHANGE AGENT, OR AUTHORIZE YOU
OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY
OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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