SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
Name of Registrant as Specified in Its Charter:
Santa Fe Gaming Corporation
Name of Person(s) Filing Proxy Statement:
Hotel Employees & Restaurant Employees International Union
Payment of Filing Fee (check the appropriate box)
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-
6(i)(1),
or 14a-6(j) (2).
[X ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-
6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
_____________________________________________________________
2) Aggregate number of securities to which transaction
applies:
_____________________________________________________________
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11: (1)
_____________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________
(1) Set forth the amount on which the filing fee is
calculated and state how it was determined.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount previously paid:
____________________________
2) Form, Schedule or Registration Statement No:
______________________________
3) Filing Party: _________________________
Date Filed: _______________________________
PROXY SOLICITATION
ELECT INDEPENDENT CANDIDATES BRADHAM AND SIRIS TO SANTA FE
GAMING'S BOARD OF DIRECTORS
April 8, 1999
ANNUAL STOCKHOLDERS MEETING
April 30, 1999, 10:00 a.m.
Pioneer Hotel & Gambling Hall
2200 South Casino Drive
Laughlin, Nevada 89028
Hotel Employees & Restaurant Employees International Union
1219 28 Street NW
Washington D.C. 20007
Tel.1-888-273-4564
Fax 1-202-333-6049
Dear Santa Fe Gaming Preferred Shareholder:
For the first time, you have the right to elect two
Special Directors to represent you on the Company's Board of
Directors.
This is a critically important opportunity for all
Preferred Shareholders in light of the financial crisis that
confronts Santa Fe Gaming.
At this year's Annual Meeting, two slates of Special
Directors will be submitted: one by the Company's Board of
Directors and one by Preferred Shareholders themselves.
Given the need for independent representation on the
Company's Board, we urge you to vote for two well-qualified,
independent candidates nominated by your fellow Preferred
Shareholders:
1. Mr. John M. Bradham was nominated by the Company's Largest
Preferred Shareholder, Hudson Bay Partners, L.P. Mr. Bradham
is an attorney with experience representing hospitality
industry clients. He also has substantial experience in the
area of bankruptcy law.
2. Mr. Peter J. Siris, a Preferred Shareholder who nominated
himself and is endorsed by Hudson Bay, has direct
experience turning around troubled companies and is a well-
respected financial analyst and investment banker, with
expertise in the real estate industry .
HERE International Union's Las Vegas affiliates, Locals
226 and 165, own Common and Preferred Stock in the Company and
represent approximately 600 employees at the Company's Santa Fe
Hotel & Casino, where they are negotiating for a collective
bargaining agreement and thus have interests in the Company
in addition to stock ownership. Section III of the enclosed
Proxy Statement contains more information.
Again, this vote is a critically important opportunity
for all Preferred Stockholders, given the financial crisis that
confronts Santa Fe Gaming.
We urge you to complete and return the enclosed YELLOW
PROXY CARD promptly in the postage-paid envelope provided.
ELECT INDEPENDENT CANDIDATES BRADHAM AND SIRIS TO THE
SANTA FE GAMING BOARD OF DIRECTORS.
Sincerely,
Matthew Walker
Research Director
HERE International Union
1-888-273-4564
PROXY STATEMENT
For release to shareholders April 8, 1999
ANNUAL STOCKHOLDERS MEETING
April 30, 1999, 10:00 a.m.
Pioneer Hotel & Gambling Hall
2200 South Casino Drive
Laughlin, Nevada 89028
Hotel Employees & Restaurant Employees International Union
1219 28 Street NW
Washington D.C. 20007
Tel. 1-888-273-4564
Fax 1-202-333-6049
I. ELECT INDEPENDENT NOMINEES BRADHAM AND SIRIS AS SPECIAL
DIRECTORS TO SANTA FE GAMING'S BOARD OF DIRECTORS.
For the first time, holders of the Exchangeable
Redeemable Preferred Stock of Santa Fe Gaming Corp. (the
"Company") have the right to elect two Special Directors to
represent their interests on the Company's Board of Directors.
This is a critically important opportunity for all
Preferred Stockholders in light of the financial crisis that
confronts Santa Fe Gaming.
Mr. Lowden, Chairman of the Board of Santa Fe Gaming, has
always owned over 50% of the company's voting Common Stock. As
a result, Mr. Lowden has controlled the election of the Board of
Directors since the issuance of the Preferred Stock in October
1993.
Since that time, Santa Fe Gaming's financial condition
has been marked by the following:
1. Preferred Shareholders' capital account as of December 31,
1998 was $22.5 million. However the Company's current
financial arrangements prohibit it from paying cash
dividends to Preferred Shareholders.
2. The Company has only had one profitable year since
October 1993.
3. The Company's Form 10-Q, filed February 16, 1999 with the
SEC, shows an accumulated deficit of $118,817,380 and a
stockholders' equity of negative $44,822,732 as of December
31, 1998.
4. The Company's Independent Auditors Report dated December
23, 1998, prepared by Deloitte & Touche, states: "The
Company's inability to meet the repayment terms of the 13
1/2% Notes, its net losses, and its stockholders' deficiency
raise substantial doubt about its ability to continue as a
going concern."
5. The Company announced on March 22, 1999 that it had
consented to the delisting of its Preferred and Common Stocks,
removing them from the American Stock Exchange. The last day of
trading on the AMEX was April 1, 1999.
Preferred Shareholders need independent representation on
the Company's Board of Directors.
Two well-qualified, independent candidates have been
nominated by your fellow Preferred Shareholders: Mr. John M.
Bradham, who was nominated by the largest Preferred
Shareholder, Hudson Bay Partners, L.P., F/N 1 and Mr. Peter
J. Siris, a Preferred Shareholder who nominated himself.
JOHN M. BRADHAM:
John M. Bradham , age 36, is a Partner in the law firm
of Peabody & Brown where he has practiced since 1997. He works
in the firm's Washington, D.C. office, where he practices
commercial litigation and is a member of the firm's Hospitality
Practice Group, counseling hospitality industry clients in both
litigation and non-litigation matters. Mr. Bradham is also
experienced in the area of bankruptcy law and has worked on a
number of major bankruptcy cases. From 1993 to 1997, Mr. Bradham
practiced law with the firm of Akin, Gump, Strauss, Hauer & Feld.
Prior to that, he practiced at Cadwalader, Wickersham & Taft. Mr.
Bradham is a 1987 graduate of Cornell Law School, and a 1984
graduate of Davidson College. He resides in Washington, D.C. Mr.
Bradham owns no Preferred or Common Shares of the Company.
Address:
1255 23 St NW
Washington, D.C. 20037-1170
Telephone: 202-973-7727
Fax: 202-973-7750
_________________________
F/N 1: According to Hudson Bay Partners, L.P.'s 13D
Amendment filed with the SEC on April 5, 1999, Hudson
beneficially owns 2,971,400 preferred shares, or 33.6% of the
Preferred Stock.
PETER J. SIRIS:
Peter J. Siris , age 54, has been President of The
Siris Group, an investment management and consulting firm since
1996. Since April 1998, Mr. Siris has been a Trustee of
Crown American Realty Trust, a real estate investment trust
investing in shopping malls. He was also a member of the Board of
Directors of Crown American Corporation, predecessor to Crown
American Realty Trust, in 1992 and 1993, and was involved in
turning the company around through a non-bankruptcy
restructuring. In 1996, Mr. Siris was Senior Vice President of
ABN-Amro-Chicago Corp. In 1995, he was Senior Vice President of
Warnaco and its affiliate Authentic Fitness, two retail
businesses. From 1990 to 1995, Mr. Siris was Managing
Director of UBS Securities, focusing on analysis of retail
companies and investment banking work, including corporate
restructurings. From 1983 to 1990, he was Executive Vice
President and Director of Buckingham Research Group. From 1974 to
1979, Mr. Siris was Executive Vice President and Director of
Sirco International. Mr. Siris earned an MBA with Distinction
from the Harvard Graduate School of Business Administration in
1968. He is the author of Guerrilla Investing, which presents
strategies and techniques for individual investors. Mr. Siris
owns or controls 128,900 Preferred Shares F/N 2 in the
Company, which represents 1.5% of the outstanding shares.
Address:
166 Bank Street
New York, NY 10014
Telephone: 212-692-7692
Fax: 212-692-7690
II. VOTING RIGHTS AND PROCEDURES
This solicitation is only for Preferred Stockholders.
The record date for eligibility to vote is April 8, 1999.
According to the Certificate of Designation of the Exchangeable
Redeemable Preferred Stock, at any time that dividends in an
amount equal to dividend payments for four Dividend Periods
have accrued and remain unpaid, holders of the Preferred Stock
will have the right to a separate class vote to elect two
Special Directors to the board of directors. The Company has
failed to pay dividends for the last four dividend periods,
and on or about January 15, 1999 the Company notified preferred
holders of the Dividend Payment Default.
The Company's Board of Directors will also nominate
candidates for election as Special Directors. The current Board
of Directors was elected entirely by the vote of Common
Shareholders, which vote is controlled by Mr. Lowden, given his
majority stake in the Company's Common Stock.
- ------------------------
F/N 2: Of the 128,000 Preferred Shares, Mr. Siris disclaims
beneficial ownership of 40,200 shares owned by his wife Barbara
Wykoff, 75,100 shares owned by his daughter, and 10,000 shares
owned by Guerrilla Partners LP, a fund managed by Mr. Siris.
These Special Directors will serve in addition to the
directors elected by the Common Stockholders, for whom you
cannot vote. There are currently 6 directors, three of whom
will stand for election at the Annual Meeting. We offer no
assurance that management's nominees will agree to serve with
the Independent Nominees.
We will keep all Proxies confidential until the Annual
Meeting, unless ordered otherwise by a court. You can readily
revoke your proxy if you so desire. A proxy can be revoked at
any time prior to the Annual Meeting by delivering the
proxyholder or the Company written notice of revocation. The
Company's offices are at 4949 North Rancho Drive, Las Vegas NV
89130, fax (702) 658-4304, tel (702) 658-4300.
If you sign the enclosed proxy but do not mark how it
should be voted, it will be voted FOR election of Bradham and
Siris. Preferred shareholders have no right to vote except for
special directors under the conditions noted above, and for
those extraordinary transactions affecting preferred holders'
rights listed in section 5 of the Certificate of Designation
for the preferred stock. We know of no such extraordinary
transactions to be voted upon. The enclosed proxy grants us no
discretionary authority.
Special Directors are elected by plurality of shares
voted for each seat. Each preferred share carries one vote for
each vacancy. There were 8,856,651 shares of preferred stock
outstanding as of September 30, 1998, with Hudson now owning
approximately 33.6%, Siris 1.5%, and HERE less than 1%.
We incorporate by reference the information contained in
the Company's Proxy Statement on voting rights and procedures
(pp. 1-5), including information regarding the Company's nominees
for Special Directors, nominees for Directors voted on only by
Common Shareholders, and the amount of each class of shares
outstanding.
III. SOLICITATION AND PARTICIPANTS
The participants in this solicitation will be the Hotel
Employees & Restaurant Employees International Union ("HERE")
and its Las Vegas affiliate Local 226, and the Independent
nominees. F/N 3 Over five years ago, Locals 226 and 165
of HERE were elected to represent approximately 600 employees of
the Company's Santa Fe Hotel & Casino in Las Vegas. The Locals
are in negotiations with the hotel over the terms of a collective
bargaining agreement. The parties have substantial differences
but no strike has occurred or been called. In the past, the
General Counsel of the National Labor Relations Board issued
complaints against the Company's Santa Fe Hotel and the Pioneer
Hotel due to charges filed by the Locals. An NLRB case resulting
from unilateral changes by management in employment terms,
including changes to health insurance, was settled in principle
last year, with liability not yet liquidated but estimated at
several hundred thousand dollars.
While we hope the Independent Nominees might persuade
management to take a different approach to labor relations --
thereby avoiding such liabilities in the future -- we have
received no assurances from the Independent Nominees concerning
labor relations, and do not ask for your support in labor
matters. Neither Independent Nominee has worked for or received
any compensation from HERE or its affiliates. It is possible
that these shareholder activities may increase or decrease
management opposition to the union, or have no effect. The
Locals' Joint Executive Board has owned seven shares of Common
Stock and five shares of Preferred Stock for at least five
years. HERE and the Locals will bear the costs of this
solicitation, which are estimated at $10,000 and may
include use of a professional solicitor , and they have spent
approximately $2,500 prior to this mailing. We will not seek
reimbursement from the Company. In addition, regular staff of
HERE and the Locals will solicit proxies, for which they will
receive no added compensation. Proxies will be sought by mail,
and may be sought by fax, telephone and personal meeting .
The persons named on the Proxy Card are HERE Research Director
Matthew Walker and Local 226 Research Director Courtney
Alexander. Local 226's address is 1630 S. Commerce St., Las Vegas
NV 89102, tel. 1-702-387-7082, or toll free 1-888-273-4564; fax
1-702-385-1197.
___________________________
F/N 3: It is possible that Hudson Bay and its principals may
also be deemed "participants" under the broad definition of this
term in SEC Rules. They have not instigated, financed or drafted
solicitation materials, nor entered into any contracts or
arrangements with the nominees or HERE. They advise us they do
not intend to contact shareholders about the election. In the
next section we include information required about "participants"
concerning Hudson Bay and its principals.
Other than the nominees' consent to be named in these
solicitation materials and HERE's indemnification of the
Independent Nominees against claims arising from this
solicitation, none of the participants have any contracts,
arrangements or understandings with anyone else concerning the
Company or its securities, including employment by the company,
their conduct as directors if elected, or future transactions
involving the Company. Neither Mr. Bradham nor Mr. Siris
intends to solicit holders personally; their role in this
solicitation has consisted solely of providing disclosures
concerning themselves. Other than Mr. Siris' purchasing
preferred stock, which he may continue after this proxy
statement has been prepared, the Independent Nominees have not
had any transactions in the Company's stock or with the
Company. Mr. Siris' transactions in the Company's Preferred
Stock occurred as follows: 35,000 shares purchased during
January 1999, 25,100 shares purchased during February 1999, and
68,800 shares purchased during March 1999. No purchases
occurred before January 1999.
IV. INFORMATION ON NOMINATOR HUDSON BAY PARTNERS
The general partner of nominator Hudson Bay Partners,
L.P. ("Hudson") is Hudson Bay Partners, Inc., of which Mr.
David Lesser is President, sole director and sole shareholder.
The address of Hudson and Mr. Lesser is 237 Park Avenue, Suite
900, New York, New York, 10017, telephone (212) 692-3622. Mr.
Lesser, age 33, formed Hudson Bay in May 1996. Prior to founding
Hudson Bay, from April 1995 until May 1996, he was the Senior
Vice President for Business Development of Crescent Real Estate
Equities Company, in charge of acquisition, finance and strategic
investments. From July 1988 until April 1995, Mr. Lesser worked
for Merrill Lynch & Co. in the Real Estate Investment Banking
Division where he was a Director. Mr. Lesser received a B.S. and
M.B.A from Cornell University.
According to Hudson Bay Partners, L.P.'s 13D Amendment filed
with the SEC on April 5, 1999, Hudson beneficially owns
2,971,400 preferred shares, or 33.6% of the Preferred Stock.
Hudson and Lesser's transactions in the Company's stock for the
last two years are listed at the end of this section. These
show Hudson has increased its stake in the preferred stock in
recent months.
Hudson and Mr. Lesser advise us as follows: neither
Independent Nominee has worked for Hudson, Mr. Lesser or their
affiliates. Hudson and Mr. Lesser have no contracts, arrangements
or understandings with anyone else concerning employment by the
Company, the conduct of directors, or future transactions with
the Company.
According to Hudson's Schedule 13D filed on January 25,
1999:
"The Filing Persons acquired the Shares described at Item
5(c) below for investment purposes. The Filing Persons have
recently held discussions with the Issuer regarding the
possibility of an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Issuer,
or a change in the present board of directors of the Issuer.
The Filing Persons have been advised that the Issuer has
determined to take no further action with respect to any such
corporate transaction or change in the board of directors of
the Issuer at this time. The Filing Persons intend to continue
to consider various alternative courses of action and will in
the future take such actions with respect to their respective
equity ownership in the Issuer as each Filing Person deems
appropriate in light of the circumstances existing from time to
time. Such actions may include making recommendations to
management concerning various business strategies,
acquisitions, dividend policies and other matters, pursuing a
transaction or transactions involving a change in control of
the Issuer or such other actions as each Filing Person may deem
appropriate. Such actions also may involve the purchase of
additional Shares or, alternatively, may involve the sale of
all or a portion of the Shares beneficially owned by such
Filing Person in the open market or in privately negotiated
transactions to one or more purchasers.
"In addition, the Filing Persons, as holders of certain
bonds guaranteed by the Issuer, were among a group of creditors
of the Issuer that filed an involuntary petition under Chapter
7 of Title 11 of the United States Code (the "Bankruptcy Code")
against the Issuer.
"Except as described herein, neither Hudson Bay, the
General Partner, nor Mr. Lesser has any plans or proposals
which relate to or would result in (a) the acquisition by any
person of additional securities of the Issuer or the
disposition of any such securities, (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries,
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (d) any change in the
present management of the Issuer, (e) any material change in
the present capitalization or dividend policy of the Issuer,
(f) any other material change in the Issuer's business or
corporate structure, (g) any other material change in the
Issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of
the Issuer by any person, (h) causing a class of securities of
the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association, (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or (j)
any action similar to any of the enumerated in (a) through (i)
above."
(Hudson Bay Partners, LP Schedule 13D, January 25, 1999,
page 5.)
The Form 13D was amended by Hudson Bay on March 16, 1999,
making the following disclosure:
"Since the date of filing of the Schedule 13D, the Filing
Persons have continued to pursue various alternative courses of
actions in respect of their respective equity ownership in the
Issuer, including actions that may result in an extraordinary
corporate transaction involving the Issuer, changes in the
board of directors of the Issuer and changes in the management
of the Issuer. In particular, as holders of the Shares having
the right to elect two additional directors to the board of
directors of the Issuer, the Filing Persons have proposed a
slate of four nominees for election to the board of directors
of the Issuer and proposed one nominee included in a slate of
nominees for election to the board of directors of the Issuer
by the Hotel Employees & Restaurant Employees International
Union.
"On February 4, 1999, the Issuer moved to dismiss the
involuntary bankruptcy proceeding referred to in the Schedule
13D."
(Hudson Bay Partners, LP Schedule 13D Amendment, March
16, 1999)
As noted in its 13D and Amendment, Hudson has interests
in the Company in addition to owning preferred stock: it is
also a bondholder in Pioneer Finance Corporation, a subsidiary
of the Company and recipient of guaranties by the Company.
Pioneer Finance failed to pay principal and interest due on its
bonds at the December 1, 1998 maturity, and Santa Fe Gaming
failed to make that payment under its guaranty. In January
1999, Hudson initiated discussions with management concerning
the default by Pioneer Finance. Those discussions included a
proposal, which was rejected by the Company, to convert Pioneer
bonds into subordinated debt or preferred stock and to change the
composition of the Board of Directors. Since January 1999, Hudson
and eleven other creditors have filed an involuntary bankruptcy
petition against Pioneer Finance and Santa Fe Gaming Corp. On
February 23, 1999, Pioneer Finance Corp. filed a voluntary
petition under Chapter 11 of the Bankruptcy Code.
Management filed a motion to dismiss the petition against
Santa Fe Gaming Corp. On March 19, 1999, the Judge dismissed the
Santa Fe Gaming case on the condition that "all insiders," as
defined by the Bankruptcy Code, waive the statute of limitations
on potential fraudulent conveyances and preference payments. If
"all insiders" do not formally consent to waive these
limitations, the case will instead be suspended until the end of
the exclusivity period in the Pioneer Finance case. In
conjunction with this ruling, the Judge terminated the
automatic stay against Santa Fe Gaming, allowing lawsuits to be
filed against the Company.
While bankruptcy may serve preferred holders' interests
through judicial monitoring of management's conduct, bankruptcy
may instead adversely affect preferred holders' interests: no
assurances can be offered in this regard.
After the Company learned of opposition in the
election for Special Directors, management sued Hudson Bay
in U.S. District Court in Las Vegas, alleging that the 13D
filings by Hudson and Mr. Lesser are misleading and that their
intention actually was and is to acquire Santa Fe Gaming or its
assets, or to effectuate a change in the control of Santa Fe
Gaming, or to force financial restructuring. The lawsuit
seeks among other things to prevent Hudson Bay from voting its
Preferred Shares in this election of Special Directors.
The following are Nominator Hudson and Mr. Lesser's
transactions in the Company's Preferred Stock:
12/30/97 31,300
12/31/97 23,000
1/2/98 1,200
3/31/98 39,200
4/1/98 25,000
4/2/98 25,000
4/13/98 10,500
4/14/98 30,100
4/16/98 700
4/22/98 1000
4/23/98 2000
4/24/98 2400
4/30/98 60,000
5/7/98 2700
5/8/98 4000
5/14/98 5000
5/18/98 3000
5/19/98 65,300
6/16/98 15,000
7/21/98 73,000
7/22/98 28,500
7/24/98 51,700
7/28/98 1000
7/29/98 1000
8/7/98 30,000
8/13/98 11,200
8/14/98 32,600
9/15/98 5700
9/16/98 10,000
9/17/98 20,000
9/18/98 10,000
9/22/98 10,000
9/23/98 10,000
9/24/98 5000
9/25/98 12,600
9/28/98 10,000
9/29/98 11,100
10/1/98 55,000
10/22/98 1500
10/26/98 11,100
10/27/98 300
10/30/98 1800
11/2/98 800
11/4/98 500
11/6/98 11,200
11/9/98 3700
11/10/98 8500
11/12/98 3300
11/18/98 10,000
11/19/98 1700
11/20/98 2100
11/23/98 5000
11/24/98 100
11/27/98 2400
11/30/98 23,500
12/2/98 9000
12/3/98 196,200
12/4/98 60,400
12/7/98 7000
12/8/98 600
12/9/98 2000
12/11/98 5000
12/21/98 1200
12/22/98 4600
12/23/98 146,500
12/24/98 55,000
12/28/98 23,700
12/29/98 87,700
12/30/98 22,900
1/4/99 66,600
1/5/99 3500
1/6/99 77,400
1/8/99 700
1/19/99 31,200
1/20/99 6000
1/21/99 100
1/25/99 12,600
1/29/99 150,000
2/10/99 31,600
2/23/99 2800
2/25/99 1200
3/1/99 160,000
3/2/99 5900
3/3/99 4100
3/4/99 2500
3/9/99 20,000
3/10/99 170,400
3/11/99 99,500
3/12/99 54,600
3/15/99 32,900
3/16/99 35,800
3/18/99 5000
3/19/99 35,000
3/22/99 15,000
3/23/99 5000
3/25/99 5000
3/31/99 25,000
4/1/99 94,000
The following are Nominator Hudson and Mr. Lesser's
transactions in the Company's Common Stock:
6/23/98 10,000
6/24/98 15,000
7/1/98 1600
9/15/98 5000
9/16/98 5000
9/22/98 4000
9/25/98 11,000
10/7/98 2000
IV. EXECUTIVE COMPENSATION/ SECURITY OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS AND 5% OWNERS/ DEADLINE FOR SHAREHOLDER
PROPOSALS
We incorporate by reference the Company's 1999 proxy
statement, which describes executive compensation, security
ownership of Directors, Executive Officers and 5% owners, and the
deadline for Shareholder proposals (p. 10-23).
For more information, contact HERE Research at (702) 387-7082
or 888-273-4564 toll free.
ELECT BRADHAM AND SIRIS AS SPECIAL DIRECTORS REPRESENTING
PREFERRED STOCKHOLDERS ON SANTA FE GAMING'S BOARD
SOLICITED BY HERE INTERNATIONAL UNION
ELECT INDEPENDENT NOMINEES BRADHAM AND SIRIS AS SPECIAL
DIRECTORS AT SANTA FE GAMING'S 1999 ANNUAL MEETING.
The undersigned, owner of the Exchangeable Redeemable
Preferred Stock of Santa Fe Gaming Corporation, hereby appoints
Matthew Walker and Courtney Alexander proxies with full power
of substitution to vote for the undersigned at the 1999 annual
meeting of Santa Fe Gaming Corporation, and at any adjournments
thereof, on the matters set forth in the Proxy Statement. The
undersigned hereby directs this proxy be voted in accordance
with the instructions herein and grants no discretionary
authority. If not marked otherwise, this proxy will be voted
FOR election of Mr. Bradham and Mr. Siris.
I. ELECTION OF DIRECTORS:
Independent Nominees:
Mr. John M. Bradham
Mr. Peter J. Siris
[ ] FOR all said Independent Nominees
[ ] WITHHOLD AUTHORITY for all said Independent Nominees
Instruction: If no box is marked above, this proxy will be
voted FOR the election of both nominees as Special Directors.
To withhold authority to vote for election of one of the above
nominees, mark FOR above and cross out name of person with
respect to whom authority is withheld.
PLEASE DATE, SIGN AND PROMPTLY MAIL IN THE POSTAGE-PAID
ENVELOPE PROVIDED. PERSONS SIGNING IN REPRESENTATIVE CAPACITY
SHOULD INDICATE AS SUCH. IF SHARES ARE HELD JOINTLY, BOTH
OWNERS SHOULD SIGN.
SIGNATURE ________________________________ DATE ___________
________________________________ DATE ___________
PRINT NAME ________________________________
ADDRESS _____________________________________________________
_____________________________________________________
___________________ ___________ _____________________
ACCOUNT NO./SSN # OF SHARES TEL. NO./FAX NO.