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 LAS VEGAS, Sept. 28 /PRNewswire/ -- Sahara Resorts (AMEX: SRE), a Nevada corporation, and Sahara Casino Partners L.P. (NYSE: SAH), a Delaware limited partnership (the "partnership"), announced today that the limited partners of the partnership have approved a combination of the two companies. The combination will be achieved by the merger of the two companies with Sahara Gaming Corp., a newly formed affiliated company.
 The Agreement of Limited Partnership of the partnership requires that the combination be approved by holders of 75 percent of all outstanding units and limited partner interests. The holders of approximately 84 percent of all outstanding units and limited partner interests of the partnership approved the combination at the special meeting of such holders today. Additionally, although not required by the Agreement of Limited Partnership, the general partners conditioned the approval of the combination upon the affirmative vote of the holders of a majority of the outstanding units held by public unitholders that were voted at the special meeting. Holders of approximately 95 percent of the outstanding units held by public unitholders that were voted at today's meeting approved the combination.
 Under the terms of the proposed combination, each outstanding share of Sahara Resorts will be converted into one share of Sahara Gaming Corp., and each of the 18,300,000 outstanding limited partner interests and units of the partnership will be converted into 0.2174 of a share of common stock of the new company (a 4.6:1 exchange ratio), and holders of outstanding publicly traded units will also receive one share of exchangeable redeemable cumulative preferred stock, $2.14 liquidation preference, of Sahara Gaming Corp. in respect of each unit held. Common stock of Sahara Gaming Corp. to be received by Sahara Resorts in respect of its 11,300,000 limited partner interests in the partnership will become treasury stock of Sahara Gaming Corp. in the combination. Following the combination, former stockholders of Sahara Resorts will own 69.3 percent, and former unitholders of the partnership will own 30.7 percent, of the outstanding common stock of Sahara Gaming Corp.
 The combination must also be approved by holders of a majority of all outstanding shares of Sahara Resorts, and Paul W. Lowden has stated his intention to vote his approximately 74 percent interest for the combination on Sept. 30, 1993.
 Lowden, chairman of the board of Sahara Resorts and the general partners of the partnership, stated, "We believe that this combination and the attendant conversion of the partnership to corporate form offers a greater potential to both stockholders of Sahara Resorts and unitholders of the partnership for maximizing investor values. The stock of Sahara Gaming Corp. should improve our access to capital markets due to the greater understanding by potential investors of our simplified corporate form."
 Sahara Casino Partners L.P. is a gaming master limited partnership which owns and operates that Sahara, Hacienda and Santa Fe Hotel/Casinos in Las Vegas and the Pioneer Hotel & Gambling Hall in Laughlin, Nev. Sahara Resorts owns the general partners of Sahara Casino Partners L.P.
 -0- 9/28/93
 /CONTACT: Stephen J. Szapor Jr., executive VP and CFO, 702-737-2724/

CO: Sahara Resorts; Sahara Casino Partners L.P.; Sahara Gaming Corp. ST: Nevada IN: CNO SU: TNM

LS-LM -- LA018 -- 6588 09/28/93 18:59 EDT
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Publication:PR Newswire
Date:Sep 28, 1993

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