---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K/A(AMENDMENT NO. 1)

FOR ANNUAL REPORT AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|(Mark One)                              |                                                                                         
|--------------------------------------- | ----------------------------------------------------------------------------------------
|/x/                                     | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the fiscal year ended June 30, 2001
|OR                                     
|/ /                                     | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to

Commission File Number 0-23124

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ANCHOR GAMING(Exact name of Registrant as specified in its charter)

|NEVADA(State or other jurisdiction of incorporation or organization)                    |  | 88-0304253(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------- |  | ----------------------------------------------
|815 Pilot Road, Suite G
Las Vegas, Nevada 89119(Address of principal executive offices)

Registrant's telephone number: (702) 896-7568

Securities registered pursuant to Section 12(g) of the Act:

Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value

The Nasdaq Stock Market's National Market


---

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes /x/  No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K:   / /

As
of November 30, 2001, the market value for the voting and non-voting common equity held by non-affiliates of the registrant had a market value of
$896,894,000.

As
of November 30, 2001, 14,992,224 shares of common stock, par value $0.01 per share, were issued and outstanding.

DOCUMENTS
INCORPORATED BY REFERENCE

NONE

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---

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PART IV

Item 4. Exhibits, Financial Statements Schedules, and Reports on Form 8-K

INDEPENDENT AUDITORS' REPORT

To
the Co-Venturers of the Spin for Cash Wide Area Progressive Joint Venture:

We
have audited the accompanying balance sheets of the Spin for Cash Wide Area Progressive Joint Venture (the "Venture") as of September 29, 2001 and September 30, 2000,
and the related statements of income, venturers' capital, and cash flows for each of the three years in the period ended September 29, 2001. These financial statements are the responsibility of
the Venture's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, such financial statements present fairly, in all material respects, the financial position of the Venture as of September 29, 2001 and September 30,
2000, and the results of its operations and its
cash flows for each of the three years in the period ended September 29, 2001, in conformity with accounting principles generally accepted in the United States of America.

DELOITTE &
TOUCHE LLP

Reno,
Nevada
November 16, 2001

2

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SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE  STATEMENTS OF INCOME

|                         |                                                    | Years Ended             |        
|------------------------ | -------------------------------------------------- | ----------------------- | -------
|
|
|Revenues                 |                                                    |                         |        
|                         | Gaming operations                                  |                         | $      
|                         |                                                    |                         |        
|Costs and expenses       |                                                    |                         |        
|                         | Cost of gaming operations                          |                         |        
|                         | Research and development                           |                         |        
|                         | Selling, general, and administrative               |                         |        
|                         | Provision for bad debts                            |                         |        
|                         |                                                    |                         |        
|Total costs and expenses |                                                    |                         | 225,459
|                         |                                                    |                         |        
|Income from operations   |                                                    |                         | 278,862
|                         |                                                    |                         |        
|Other income (expense)   |                                                    |                         |        
|                         | Interest income                                    |                         |        
|                         | Interest expense                                   |                         |        
|                         | Loss on investments and foreign currency valuation |                         |        
|                         |                                                    |                         |        
|                         |                                                    | Total other income, net |        
|                         |                                                    |                         |        
|Net income               |                                                    | $                       | 283,425
|                         |                                                    |                         |        

The accompanying notes are an integral part of these financial statements.

3

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SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE  BALANCE SHEETS

|                                                   |                                            | September 29,
2001                                                             |                           | September 30,
2000 |        
|-------------------------------------------------- | ------------------------------------------ | ------------------------------------------------------------------------------ | ------------------------- | ------------------ | -------
|
|Assets                                             |                                            |                                                                                |                           |                    |        
|                                                   | Current assets                             |                                                                                |                           |                    |        
|                                                   |                                            | Cash and cash equivalents                                                      |                           | $                  | 93,211 
|                                                   |                                            | Accounts receivable, net of allowance for doubtful accounts of $3,586 and $102 |                           |                    | 44,272 
|                                                   |                                            | Receivable from IGT                                                            |                           |                    | 1,070  
|                                                   |                                            | Investments to fund liabilities to jackpot winners                             |                           |                    | 8,382  
|                                                   |                                            | Prepaid royalties                                                              |                           |                    | 24,422 
|                                                   |                                            | Prepaid expenses and other                                                     |                           |                    | 2,142  
|                                                   |                                            |                                                                                |                           |                    |        
|                                                   |                                            |                                                                                | Total current assets      |                    |        
|                                                   |                                            |                                                                                |                           |                    |        
|                                                   | Furniture, fixtures and equipment, at cost |                                                                                |                           | 112,307            |        
|                                                   |                                            | Less accumulated depreciation                                                  |                           |                    | (71,287
|                                                   |                                            |                                                                                |                           |                    |        
|                                                   |                                            | Furniture, fixtures and equipment, net                                         |                           |                    | 41,020 
|                                                   |                                            |                                                                                |                           |                    |        
|Investments to fund liabilities to jackpot winners |                                            |                                                                                | 86,262                    |                    |        
|                                                   |                                            |                                                                                |                           |                    |        
|Total assets                                       |                                            | $                                                                              | 300,781                   |                    | $      
|                                                   |                                            |                                                                                |                           |                    |        
|Liabilities and venturers' capital                 |                                            |                                                                                |                           |                    |        
|                                                   | Current liabilities                        |                                                                                |                           |                    |        
|                                                   |                                            | Accounts payable to IGT                                                        |                           | $                  |       
|                                                   |                                            | Accounts payable to Anchor                                                     |                           |                    |       
|                                                   |                                            | Jackpot liabilities                                                            |                           |                    | 49,107 
|                                                   |                                            | Commissions and other payables                                                 |                           |                    | 1,020  
|                                                   |                                            |                                                                                |                           |                    |        
|                                                   |                                            |                                                                                | Total current liabilities |                    |        
|                                                   | Long-term jackpot liabilities              |                                                                                |                           | 102,176            |        
|                                                   |                                            |                                                                                |                           |                    |        
|                                                   |                                            | Total liabilities                                                              |                           |                    | 152,303
|Venturers' capital                                 |                                            |                                                                                | 148,478                   |                    |        
|                                                   |                                            |                                                                                |                           |                    |        
|                                                   |                                            | Total liabilities and venturers' capital                                       |                           | $                  | 300,781
|                                                   |                                            |                                                                                |                           |                    |        

The accompanying notes are an integral part of these financial statements.

4

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SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE  STATEMENTS OF CASH FLOWS

|                                                    |                                                                                   | Years Ended                                                     |                           
|--------------------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------------------------- | --------------------------
|
|
|Cash flows from operating activities                |                                                                                   |                                                                 |                           
|                                                    | Net income                                                                        |                                                                 | $                         
|                                                    |                                                                                   |                                                                 |                           
|                                                    | Adjustments to reconcile net income to net cash provided by operating activities: |                                                                 |                           
|                                                    |                                                                                   | Depreciation                                                    |                           
|                                                    |                                                                                   | Provision for bad debts                                         |                           
|                                                    |                                                                                   | Provision for inventory obsolescence                            |                           
|                                                    |                                                                                   | (Increase) decrease in assets:                                  |                           
|                                                    |                                                                                   |                                                                 | Accounts receivable       
|                                                    |                                                                                   |                                                                 | Prepaid expenses and other
|                                                    |                                                                                   | Increase (decrease) in accounts payable and accrued liabilities |                           
|                                                    |                                                                                   |                                                                 |                           
|                                                    | Total adjustments                                                                 |                                                                 |                           
|                                                    |                                                                                   |                                                                 |                           
|                                                    | Net cash provided by operating activities                                         |                                                                 |                           
|                                                    |                                                                                   |                                                                 |                           
|Cash flows from investing activities                |                                                                                   |                                                                 |                           
|                                                    | Investment in furniture, fixtures and equipment                                   |                                                                 |                           
|                                                    | Proceeds from sale of furniture, fixtures and equipment                           |                                                                 |                           
|                                                    | Investments to fund liabilities to jackpot winners:                               |                                                                 |                           
|                                                    |                                                                                   | Proceeds                                                        |                           
|                                                    |                                                                                   | Purchases                                                       |                           
|                                                    |                                                                                   |                                                                 |                           
|Net cash provided by (used in) investing activities |                                                                                   |                                                                 | (53,420                   
|                                                    |                                                                                   |                                                                 |                           

The accompanying notes are an integral part of these financial statements.

5

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SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE  STATEMENTS OF CASH FLOWS

|                                                                       |                                        | Years Ended              |       
|---------------------------------------------------------------------- | -------------------------------------- | ------------------------ | ------
|
|
|Cash flows from financing activities                                   |                                        |                          |       
|                                                                       | Jackpot liabilities:                   |                          |       
|                                                                       |                                        | Payments to winners      |       
|                                                                       |                                        | Collections from systems |       
|                                                                       | Capital contributions                  |                          |       
|                                                                       | Distributions                          |                          |       
|                                                                       |                                        |                          |       
|                                                                       | Net cash used in financing activities  |                          |       
|                                                                       |                                        |                          |       
|Net increase in cash and cash equivalents                              |                                        |                          | 22,932
|Cash and cash equivalents                                              |                                        |                          |       
|                                                                       | Beginning of year                      |                          |       
|                                                                       |                                        |                          |       
|                                                                       | End of year                            |                          | $     
|                                                                       |                                        |                          |       
|Supplemental disclosure of cash flows information                      |                                        |                          |       
|                                                                       | Cash paid for interest during the year |                          | $     
|                                                                       |                                        |                          |       
|Supplemental disclosure of non-cash investing and financing activities |                                        |                          |       
|                                                                       | Capital lease additions                |                          | $     
|                                                                       |                                        |                          |       

The accompanying notes are an integral part of these financial statements.

6

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SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE  STATEMENTS OF VENTURERS' CAPITAL

|                            |                       | Anchor |        | IGT      |   | Total  |         
|--------------------------- | --------------------- | ------ | ------ | -------- | - | ------ | --------
|
|Balance, October 1, 1998    |                       | $      | 31,963 |          | $ | 31,964 |         
|                            | Capital contributions |        |        |         |   |        | 22,275  
|                            | Distributions         |        |        | (79,675  | ) |        | (79,675 
|                            | Net income            |        |        | 74,979   |   |        | 74,979  
|                            |                       |        |        |          |   |        |         
|Balance, October 2, 1999    |                       |        | 27,267 |          |   | 49,543 |         
|                            | Capital contributions |        |        | 22,275   |   |        |        
|                            | Distributions         |        |        | (85,132  | ) |        | (85,132 
|                            | Net income            |        |        | 105,966  |   |        | 105,966 
|                            |                       |        |        |          |   |        |         
|Balance, September 30, 2000 |                       |        | 70,376 |          |   | 70,377 |         
|                            | Distributions         |        |        | (137,850 | ) |        | (137,850
|                            | Net income            |        |        | 141,713  |   |        | 141,712 
|                            |                       |        |        |          |   |        |         
|Balance, September 29, 2001 |                       | $      | 74,239 |          | $ | 74,239 |         
|                            |                       |        |        |          |   |        |         

The accompanying notes are an integral part of these financial statements.

7

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SPIN FOR CASH WIDE AREA PROGRESSIVE JOINT VENTURE  NOTES TO FINANCIAL STATEMENTS

1. Organization

The Spin for Cash Wide Area Progressive Joint Venture (the Venture) is owned equally by IGT, a wholly-owned subsidiary of International Game Technology, and
Anchor Gaming (Anchor). The Joint Venture Agreement was signed on December 3, 1996. The first machines operated by the Venture were placed into operation on December 12, 1996.

The
primary purpose of the Venture is to develop and install innovative gaming machines which utilize shared expertise and knowledge. As of September 29, 2001, the Venture was
operating domestically in Colorado, Connecticut, Indiana, Louisiana, Michigan, Mississippi, Missouri, Native American markets, Nevada, New Jersey, South Dakota and cruise ship markets, and
internationally in the Bahamas, Canada, Europe, South Africa and Uruguay.

2. Summary of Significant Accounting Policies

Basis of PresentationThe financial statements of the Venture are
maintained in accordance with applicable accounting principles generally accepted in the United States of America.

RevenuesGaming operations revenues consist of revenues relating to the operation of the proprietary games, either
connected to progressive jackpot systems or in stand-alone formats, and the lease of gaming machines. Revenues from proprietary jackpot systems are recognized monthly based on a percentage of the
revenue, or "coin in". Revenues from proprietary games in stand-alone format are recognized monthly based on the net win that the game generates for the operator. Lease revenue is recognized with the
passage of time.

The
operation of linked progressive systems varies among jurisdictions as a result of different gaming regulations. In all jurisdictions, the jackpot on a wide area progressive system
increases based on the handle. The casinos pay a percentage of the handle to the Venture, an administrator or a trust to fund the progressive jackpot. This percentage of handle (contribution) is
recognized as revenue. Concurrently, the Venture, the administrator or the trust recognize a liability (liability for jackpots not yet won) and jackpot expense (recorded in cost of gaming operations)
for the cost to fund this jackpot in the future.

Funding
of the progressive jackpot differs by jurisdiction but is generally administered by IGT. Jackpots are currently paid in equal installments over a 20 to 26 year period
or winners may elect to receive the discounted value of the jackpot in lieu of annual installments. Jackpots on some of our games are paid out at the time they are won. In Colorado, funding of
progressive jackpots is administered by a separate fund managed by IGT. Progressive system lease fees are paid to IGT from this fund. Linked progressive systems are also operated by a trust in Iowa.
IGT derives revenue based on the Iowa trust profits.

In
New Jersey, each progressive system is operated by an independent trust managed by representatives from participating casinos. The Venture receives revenues based upon a set annual
fee per machine per system. Payments to the jackpot winners are made by the trust.

Operating ExpensesIGT and Anchor provide most of the services associated with the operation of the Venture. The cost of
these operations are billed to the Venture using methodologies that best approximate the actual cost of these services to the respective partner. Interest is accrued at an annual rate of approximately
8.5% and is billed monthly on balances payable to the partners that are greater than 30 days old and on inventories held for the Venture. Management believes that the methods used to allocate
these costs are reasonable.

8

---

Third Party ExpensesIGT and Anchor receive and pay all invoices from third parties for the
delivery of goods or services. The partners invoice the Venture for these costs which are recorded by the Venture.

Research and DevelopmentIGT and Anchor perform substantially all of the engineering development work for the Venture and
invoice the Venture for these services at cost. Research and development charges are expensed as incurred.

Cash and Cash EquivalentsCash and cash equivalents includes operating cash and cash required for funding progressive
systems jackpot payments. Cash in excess of daily requirements is generally invested in various marketable securities. If these securities have original maturities of three months or less, they
are considered cash equivalents. Such investments are stated at cost, which approximates market. At September 29, 2001, we had bank deposits in excess of insured limits of approximately
$7.5 million.

DepreciationSubstantially all of the Venture's depreciable assets are used directly in gaming operations and are provided
by the partners who invoice the Venture for these assets at their approximate cost. Depreciation is recorded on the straight-line method over the following estimated useful lives:

Gaming operations equipment
2 to 3 yearsFurniture, fixtures, and equipment
5 years


Prepaid RoyaltiesAmounts include prepayments for registered trademarks used for various Venture products.

EstimatesThe preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

ReclassificationsCertain amounts in the 2000 and 1999 financial statements have been reclassified
to be consistent with the presentation used in the 2001 financial statements.

Recently Issued Accounting StandardsIn December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101, Revenue Recognition in Financial Statements. SAB 101 clarifies existing accounting principles related to revenue recognition in financial statements and was
effective beginning with the fourth quarter of fiscal 2001. Adoption of SAB 101 did not have a material impact on the financial condition or results of the Venture's operations.

In
August 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 144, Accounting for the Impairment and
Disposal of Long-Lived Assets. This statement is effective for financial statements issued for fiscal years beginning after December 15, 2001, which would be the Venture's fiscal
2003. An analysis of the impact that SFAS 144 will have on the Venture's financial condition or results of operations has not yet been completed.

3. Investments to Fund Liabilities to Jackpot Winners

These investments represent discounted U.S. government treasury securities purchased to meet obligations for making payments to linked progressive systems
jackpot winners. At September 29, 2001, the Venture had both the intent and ability to hold these investments to maturity and, therefore, classified them as
held-to-maturity. Accordingly, these investments are stated at cost, adjusted for amortization of premiums and accretion of discounts over the term of the security, using the
interest method. Securities in this portfolio have maturity dates through 2026.

9

---

Investments to fund liabilities to jackpot winners at September 29, 2001 and September 30, 2000 are as follows:

Gross UnrealizedAmortized
Cost

Market
ValueGains

Losses(Dollars in thousands)September 29, 2001US government obligations

$
94,644

$
6,841

$
(79
)
$
101,406September 30, 2000US government obligations

$
74,832

$
1,240

$
(1,237
)
$
74,835


Federal
legislation passed in October 1998 permits jackpot winners to elect to receive the discounted value of progressive jackpots won in lieu of annual installments. For
jackpots won after the date of the legislation, the winner was able to make this election after July 1, 1999. Upon a winner's election after
July 1, 1999, investments held by the Venture to fund the winner's liability were sold to settle the liability. The offer for these past winners to elect a single cash payment has now expired.
Therefore, we do not anticipate additional sales of held-to-maturity investments.

Proceeds
from the sale of these securities were paid to jackpot winners. Therefore, the net realized loss was offset by an equal gain on the settlement of winner liabilities. Below is
a summary of sales of these securities:

Fiscal
2001

Fiscal
2000

Fiscal
1999(Dollars in thousands)Proceeds from sale

$


$
898

$
32,798Gross realized gains








107Gross realized losses





108


1,215


4. Liabilities to Jackpot Winners

The Venture receives a percentage of the amount played or machine rental and service fees from the linked progressive systems to fund the related jackpot
payments in Colorado, Louisiana, Michigan, Mississippi, Missouri, Native American, Nevada, and South Dakota systems. Winners may elect to receive a single payment of the discounted value of the
jackpot won or annual installments. Equal annual installments are paid over 20 to 26 years without interest.

Future
gross payments due to jackpot winners under these systems at September 29, 2001 are as follows:

Fiscal Year Ending

Payment(Dollars in thousands)2002

$
19,7122003


8,3822004


8,3822005


8,3822006


8,3822007 and after


116,680$
169,920


10

---

Jackpot liabilities in the amount of the present value of the jackpots are recorded concurrently with the recognition of the related revenue. Jackpot liabilities include discounted
payments due to winners for jackpots won and amounts accrued for jackpots not yet won that are contractual obligations of the Venture. Jackpot liabilities consist of the following:

September 29,
2001

September 30,
2000(Dollars in thousands)Gross payments due to jackpot winners

$
169,920

$
140,915Unamortized discount on payments to jackpot winners


(68,117
)

(60,227
)Accrual for jackpots not yet won


49,480


27,479Total jackpot liabilities


151,283


108,167Less current liabilities


(49,107
)

(26,592
)Long-term jackpot liabilities

$
102,176

$
81,575


The
Venture amortizes the discount on the winner liabilities, recognizing it as interest expense. During fiscal years 2001, 2000, and 1999, the Venture recorded interest expense on
jackpot liabilities of $5.1 million, $3.8 million, and $4.2 million. The Venture is required to maintain cash and investments relating to systems liabilities totaling
$26.1 million at September 29, 2001 and $16.5 million at September 30, 2000. During fiscal years 2001, 2000, and 1999, the Venture recorded interest income on jackpot
investments of $5.1 million, $3.8 million, and $4.2 million.

5. Income Taxes

The Venture has not made any provision for federal income taxes due to its election to be taxed as a pass-through entity under Internal Revenue
Code, Section 704A. Under this election, income of the Venture is taxable to the individual venturers.

6. Related-Party Transactions

Substantially all of the goods and services recorded by the Venture are provided by or paid for by IGT and Anchor. At September 29, 2001 the Venture had
a receivable from IGT of $1.1 million. As of September 30, 2000 the payable to IGT was $3.3 million. As of September 29, 2001 no amounts were payable to Anchor. At
September 30, 2000 amounts payable to Anchor totaled $18,000. The Venture incurred interest expense to IGT of $311,000 during fiscal 2001, $703,000 during fiscal 2000, and $50,000 in fiscal
1999.

7. Contingencies

The Venture has been named and has brought lawsuits in the normal course of business. We do not expect the outcome of these suits, including the lawsuits
described below, to have a material adverse effect on our financial position or results of future operations.

AcresIn February 1999, the Venture and Anchor filed an action in U.S. District Court, District of Nevada, against
Acres Gaming, Inc. (Acres). The complaint alleges, among other things, infringement of certain secondary event patents owned by Anchor and licensed to the Venture. In April 1999, Acres
responded by filing an answer and counterclaim against the Venture and Anchor. In addition, in April 1999, Acres filed an action in Oregon state circuit court against the Venture and Anchor
alleging wrongful use of Acres' intellectual property. The Oregon state circuit court action has been removed to the US District Court, District of Oregon, and has been stayed pending the outcome of
the Nevada actions. Motions for Summary judgment have been filed by the parties.

11

---

KraftOn July 18, 2001, an individual, Mary Kraft, filed a complaint in the Wayne County Circuit Court in Detroit,
Michigan, against IGT, Anchor and the three operators of casinos in Detroit, Michigan. IGT was never served with the complaint and was voluntarily dismissed from the litigation on July 27,
2001. On September 26, 2001, International Game Technology filed a motion to intervene as a party defendant, which was granted on October 26, 2001. The plaintiff claims the bonus wheel
feature of the
Wheel of Fortune® and I Dream of Jeannie (TM) slot machines, which are manufactured, designed and programmed by IGT and/or Anchor, are deceptive and misleading. Specifically, plaintiff
alleges that the bonus wheels on these games do not randomly land on a given dollar amount but are programmed to provide a predetermined frequency of pay-outs. The complaint alleges
violations of the Michigan Consumer Protection Act, common law fraud and unjust enrichment and asks for unspecified compensatory and punitive damages, disgorgement of profits, injunctive and other
equitable relief, and costs and attorney's fees. The plaintiff seeks to certify a class of any individual in Michigan who has played either of these games since June of 1999. The Michigan Gaming
Control Board, the administrative agency responsible for policing the Detroit casinos, approved the machines and their programs for use.

8. Merger

On July 8, 2001, IGT and Anchor entered into an Agreement and Plan of Merger, pursuant to which Anchor will merge with a subsidiary of IGT's. Both
companies' boards of directors unanimously approved the Agreement and Plan of Merger. The merger, which is expected to be completed prior to January 31, 2002, is subject to the approval of both
companies' shareholders and certain regulatory approvals, including gaming regulatory approvals and Hart-Scott-Rodino antitrust preclearance. The proposed combination will permit the
companies to work more closely together to develop new games and use their complementary resources to benefit casinos and casino customers. Subsequent to the merger, the results of the Venture will
become fully consolidated with IGT and it's subsidiaries.





******

12

---



INDEX TO EXHIBITS

|Exhibits |  |                                                                                                                                                                                                                                                                                                                                                                  
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1      |  | Agreement and Plan of Merger dated as of July 8, 2001 among International Game Technology, NAC Corporation, and Anchor Gaming. (Incorporated by reference to Exhibit 2 of our Current Report on Form 8-K dated July 12,
2001.)                                                                                                                                   
|3.1      |  | Restated Articles of Incorporation of Anchor Gaming. (Incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-1 (Registration No. 33-71870).)                                                                                                                                                                                           
|3.2      |  | Restated Bylaws of Anchor Gaming. (Incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-1 (Registration No. 33-71870).)                                                                                                                                                                                                              
|4.1      |  | Specimen of Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (Registration No. 33-71870).)                                                                                                                                                                                                          
|4.2      |  | Rights Agreement between Anchor Gaming and the Rights Agent. (Incorporated by reference to Exhibit 4.2 to our June 30, 1998 Annual Report on Form 10-K (File No. 0- 23124).)                                                                                                                                                                                     
|4.3      |  | Certificate of Designation, Preferences, and Rights of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 4.3 to our June 30, 1998 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                                                              
|4.4      |  | Indenture for 97/8% Senior Subordinated Notes Due 2008, dated October 17, 2000. (Incorporated by reference to Exhibit 10.42 to our Amended Annual Report on Form 10-K/A filed October 27, 2000 (File No. 0-23124).)                                                                                                                                              
|10.1     |  | Lease and Sublease Agreement between Smith's Food & Drug Centers, Inc. and Anchor Coin, dated July 28, 1993. (Confidential Treatment for a portion of this document was requested and granted pursuant to Rule 406 under the Securities Act).
(Incorporated by reference to Exhibit 10.10 to our Registration statement on Form S-1 (Registration No. 33-71870).)
|10.2     |  | Fourth Amendment to Lease and Sublease Agreement dated February 27, 1996 between Smith's Food and Drug Centers, Inc. and Anchor Coin. (Incorporated by reference to Exhibit 10.4 to our June 30, 2000 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                            
|10.3     |  | Form of Stock Option Agreement between Glen J. Hettinger and Anchor Gaming. (Incorporated by reference to Exhibit 10.28 to our June 30, 1996 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                                                                                     
|10.4     |  | Form of Indemnification Agreement between Officers and Directors and Anchor Gaming. (Incorporated by reference to Exhibit 10.28 to our June 30, 1994 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                                                                             
|10.5     |  | Indemnification Agreement between Glen J. Hettinger and Anchor Gaming. (Incorporated by reference to Exhibit 10.30 to our June 30, 1998 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                                                                                          
|10.6     |  | Tax Indemnification Agreement between Stanley E. Fulton, Anchor Gaming and its subsidiaries. (Incorporated by reference to Exhibit 10.29 to our June 30, 1994 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                                                                    
|10.7     |  | Anchor Gaming 1995 Employee Stock Option Plan. (Incorporated by reference to Exhibit 10.31 to our June 30, 1995 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                                                                                                                  
|10.8     |  | Joint Venture Agreement, dated as of December 3, 1996 by and between Anchor Games, a d/b/a/ of Anchor Coin, a Nevada corporation and our Subsidiary, and IGT. (Incorporated by reference to Exhibit 10.37 to our June 30, 1997 Annual Report on Form 10-K
(File No. 0-23124).)                                                                                   
|10.9     |  | Stock Option Agreement of Thomas J. Matthews dated April 2, 1997. (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-8 (File No. 333-53257).)                                                                                                                                                                                     
|10.10    |  | Stock Option Agreement of Joseph Murphy dated April 2, 1997. (Incorporated by reference to Exhibit 4.3 to our Registration Statement on Form S-8 (File No. 333-53257).)                                                                                                                                                                                          

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|10.11 |  | Loan Agreement, dated as of June 29, 1999 among Anchor Gaming as borrower, the lenders therein named, and Bank of America national Trust and Savings Association as administrative agent. (Incorporated by reference to Exhibit 10.35 to our June 30, 1999
Annual Report on Form 10-K (File No. 0-23124).)
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 |  | Form of Stock Option Agreement. (Incorporated by reference to Exhibit 10.36 to our June 30, 1996 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                                                                          
|10.13 |  | Amendment No. 1 to Loan Agreement dated March 24, 2000 between Anchor Gaming, as borrower, Bank of America, N.A., as administrative agent and the other lenders named therein. (Incorporated by reference to Exhibit 10.23 to our June 30, 2000 Annual
Report on Form 10-K (File No. 0-23124).)           
|10.14 |  | Guaranty dated June 15, 2000 of Anchor Gaming in favor of Bank of America, N.A., as administrative agent for the benefit of lenders to the Pala Band of Mission Indians. (Incorporated by reference to Exhibit 10.24 to our June 30, 2000 Annual Report on
Form 10-K (File No. 0-23124).)                 
|10.15 |  | Asset Purchase Agreement dated September 24, 2000 by and between My Way Holdings LLC and Nuevo Sol Turf Club, Inc. (Incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed September 26, 2000. (File No. 0-23124).)                                                            
|10.16 |  | Stock Purchase Agreement dated September 24, 2000 between Anchor Gaming and members of the Fulton family and their affiliates. (Incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed September 26, 2000 (File No.
0-23124).)                                                 
|10.17 |  | Assignment of Membership Interests in Ourway Realty, L.L.C. dated September 24, 2000 between Anchor Gaming and Stanley Fulton. (Incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed September 26, 2000 (File No.
0-23124).)                                                 
|10.18 |  | Consulting Agreement dated September 24, 2000 entered into by Stanley Fulton and Anchor Gaming. (Incorporated by reference to Exhibit 99.5 to the Current Report on Form 8-K filed September 26, 2000 (File No. 0-23124).)                                                                                
|10.19 |  | Employment Agreement between Thomas J. Matthews and Anchor Gaming, dated October 17, 2000, which includes a Stock Option Agreement and a Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.19 to our June 30, 2001 Annual Report on
Form 10-K (File No. 0-23124).)                     
|10.20 |  | Employment Agreement between Joseph Murphy and Anchor Gaming, dated October 17, 2000, which includes a Stock Option Agreement and a Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.20 to our June 30, 2001 Annual Report on Form
10-K (File No. 0-23124).)                          
|10.21 |  | Employment Agreement between Geoffrey A. Sage and Anchor Gaming, dated October 17, 2000, which includes a Stock Option Agreement and a Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.21 to our June 30, 2001 Annual Report on Form
10-K (File No. 0-23124).)                       
|10.22 |  | Employment Agreement between David D. Johnson and Anchor Gaming, dated October 17, 2000, which includes a Stock Option Agreement and a Restricted Stock Agreement. (Incorporated by reference to Exhibit 10.22 to our June 30, 2001 Annual Report on Form
10-K (File No. 0-23124).)                       
|10.23 |  | Employment Agreement between Christer S. T. Roman and Anchor Gaming, dated March 19, 2001, which includes a Stock Option Agreement. (Incorporated by reference to Exhibit 10.23 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                                                      
|10.24 |  | Employment Agreement between Thomas J. Matthews, International Game Technology and Anchor Gaming, dated July 8, 2001. (Incorporated by reference to Exhibit 10.24 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                                                                    
|10.25 |  | Employment Agreement between Joseph Murphy and Anchor Gaming, dated July 8, 2001. (Incorporated by reference to Exhibit 10.25 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                                                                                                        

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|10.26 |  | Stock Option Agreement between Geoffrey A. Sage and Anchor Gaming, dated December 31, 1997, and Letter dated January 13, 2000. (Incorporated by reference to Exhibit 10.26 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).) 
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.27 |  | Stock Option Agreement between Geoffrey A. Sage and Anchor Gaming, dated January 3, 2000, and Memorandum dated January 3, 2000. (Incorporated by reference to Exhibit 10.27 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)
|10.28 |  | Stock Option Agreement between Christer S. T. Roman and Anchor Gaming, dated September 3, 1999. (Incorporated by reference to Exhibit 10.28 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                                
|10.29 |  | Stock Option Agreement between Christer S. T. Roman and Anchor Gaming, dated September 24, 2000. (Incorporated by reference to Exhibit 10.29 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                               
|10.30 |  | Stock Option Agreement between Glen J. Hettinger and Anchor Gaming, dated September 24, 2000. (Incorporated by reference to Exhibit 10.30 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                                  
|10.31 |  | Stock Option Agreement between Richard Burt and Anchor Gaming, dated September 24, 2000. (Incorporated by reference to Exhibit 10.31 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                                       
|10.32 |  | Stock Option Agreement between Stuart D. Beath and Anchor Gaming, dated September 24, 2000. (Incorporated by reference to Exhibit 10.32 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                                    
|10.33 |  | Amendment No. 1 to Anchor Gaming 2000 Stock Incentive Plan, dated as of December 15, 2000. (Incorporated by reference to Exhibit 10.33 to our June 30, 2001 Annual Report on Form 10-K (File No. 0-23124).)                                     
|21.1  |  | List of Subsidiary Corporations. (Incorporated by reference to Exhibit 21.1 to our June 30, 2001 Annual Report on Form 10-K (File No, 0-23124))                                                                                                 
|99.1* |  | Financial statements of the Spin for Cash Joint Venture for the years ended September 30, 2001, 1999 and 1998                                                                                                                                   

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Anchor Gaming has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

| |  | ANCHOR GAMING
| |  | -------------
| |  | By:          
| |  |              
| |  | By:          
| |  |              
| |  | By:          

Date:
December 21, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|Name                                    |  | Title    |  | Date             
|--------------------------------------- |  | -------- |  | -----------------
|                                        |  |          |  |                  
|/s/STUART D. BEATHStuart D. Beath       |  | Director |  | December 21, 2001
|                                        |  |          |  |                  
|                                        |  |          |  |                  
|/s/RICHARD R. BURTRichard R. Burt       |  | Director |  | December 21, 2001
|                                        |  |          |  |                  
|                                        |  |          |  |                  
|/s/GLEN J. HETTINGERGlen J. Hettinger   |  | Director |  | December 21, 2001
|                                        |  |          |  |                  
|                                        |  |          |  |                  
|/s/THOMAS J. MATTHEWSThomas J. Matthews |  | Director |  | December 21, 2001
|                                        |  |          |  |                  
|                                        |  |          |  |                  
|/s/JOSEPH MURPHYJoseph Murphy           |  | Director |  | December 21, 2001

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