<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ---------------------

                                  FORM 10-K/A

                                (AMENDMENT NO. 2)
                       FOR ANNUAL 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, 2000

                                       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

                                  ANCHOR GAMING
             -------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

           Nevada                                    88-0304253
--------------------------------------------------------------------------------
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification Number)


       815 Pilot Road, Suite G
           Las Vegas, Nevada                                 89119
      ---------------------------                   ----------------------
(Address of Principal Executive Offices)                   (Zip Code)

      Registrant's telephone number, including area code - (702) 896-7568
                                                           ---------------

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

      Title of Each Class            Name of Each Exchange on Which Registered
   ------------------------         -------------------------------------------
        Common Stock                          Nasdaq National Market
       $.005 par value


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


                                      None
--------------------------------------------------------------------------------

                                (Title of Class)

Indicated 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. / / Not Applicable.

<PAGE>

     As of November 30, 2000, the market value for the voting and non-voting
common equity held by non-affiliates of the registrant had a market value of
$538,449,000

     As of November 30, 2000, 14,263,542 shares of common stock, par value
$0.05 per share, were issued and outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

NONE.



                                    PART IV
                                    --------

ITEM 4. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

<PAGE>

(a)(3)                         INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBITS
--------
<C>                     <S>
        2.1             Agreement and Plan of Merger dated as of March 9, 1999 among
                        Anchor Gaming, Olive AP Acquisition Corporation and
                        Powerhouse Technologies, Inc. (Incorporated by reference to
                        Exhibit 2.1 of our Current Report on Form 8-K dated March
                        12, 1999.)
        2.2             Amendment No. 1 to Merger Agreement dated as of March 19,
                        1999 among Anchor Gaming, Olive AP Acquisition Corporation
                        and Powerhouse Technologies, Inc. (Incorporated by reference
                        to Exhibit 2.2 of our Current Report on Form 8-K dated July
                        14, 1999)
        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)).
        9.1             Irrevocable Proxy of Michael B. Fulton in favor of Stanley
                        E. Fulton dated January 19, 1999. (Incorporated by reference
                        to Exhibit 9.10 to our June 30, 1999 Annual Report on Form
                        10-K (File No. 0-23124)).
        9.2             Irrevocable Proxy of Stanley M. Fulton in favor of Stanley
                        E. Fulton dated January 19, 1999. (Incorporated by reference
                        to Exhibit 9.11 to our June 30, 1999 Annual Report on Form
                        10-K (File No. 0-23124)).
        9.3             Irrevocable Proxy of Elizabeth F. Jones in favor of Stanley
                        E. Fulton dated January 19, 1999. (Incorporated by reference
                        to Exhibit 9.12 to our June 30, 1999 Annual Report on Form
                        10-K (File No. 0-23124)).
        9.4             Irrevocable Proxy of Lucinda F. Tischer in favor of Stanley
                        E. Fulton dated January 19, 1999. (Incorporated by reference
                        to Exhibit 9.13 to our June 30, 1999 Annual Report on Form
                        10-K (File No. 0-23124)).
        9.5             Irrevocable Proxy of Deborah J. Fulton in favor of Stanley
                        E. Fulton dated January 19, 1999. (Incorporated by reference
                        to Exhibit 9.14 to our June 30, 1999 Annual Report on Form
                        10-K (File No. 0-23124)).
        9.6             Irrevocable Proxy of Maryland Park Apartments, Inc. in favor
                        of Stanley E. Fulton dated January 22, 1999. (Incorporated
                        by reference to Exhibit 9.15 to our June 30, 1999 Annual
                        Report on Form 10-K (File No. 0-23124)).
        9.7             Irrevocable Proxy of Virginia L. Fulton in favor of Stanley
                        E. Fulton dated January 19, 1999. (Incorporated by reference
                        to Exhibit 9.16 to our June 30, 1999 Annual Report on Form
                        10-K (File No. 0-23124)).
       10.1             Promissory Notes of Anchor Coin, D D Stud, Inc., and C. G.
                        Investments, Inc. to Stanley E. Fulton. (Incorporated by
                        reference to Exhibit 10.4 to our Registration Statement on
                        Form S-1 (Registration No. 33-71870)).
       10.2             Promissory Note of Colorado Grande Enterprises, Inc. to C.G.
                        Investments, Inc. (Incorporated by reference to Exhibit 10.5
                        to our Registration Statement on Form S-1 (Registration No.
                        33-71870)).
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
EXHIBITS
--------
<C>                     <S>
       10.3             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)).
       10.4             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))
       10.5             Employment Agreement between Anchor Gaming and Stanley E.
                        Fulton. (Incorporated by reference to Exhibit 10.10 to our
                        June 30, 1994 Annual Report on Form 10-K (File No.
                        0-23124)).
       10.6             Option Agreement between Thomas J. Matthews and Anchor
                        Gaming. (Incorporated by reference to Exhibit 10.19 to our
                        June 30, 1994 Annual Report on Form 10-K (File No.
                        0-23124)).
       10.7             Option Agreement between Joseph Murphy and Anchor Gaming.
                        (Incorporated by reference to Exhibit 10.20 to our June 30,
                        1994 Annual Report on Form 10-K (File No. 0-23124)).
       10.8             Option Agreement between William Randall Adams and Anchor
                        Gaming. (Incorporated by reference to Exhibit 10.21 to our
                        June 30, 1994 Annual Report on Form 10-K (File No.
                        0-23124)).
       10.9             Option Agreement between Geoffrey A. Sage and Anchor Gaming.
                        (Incorporated by reference to Exhibit 10.25 to our June 30,
                        1994 Annual Report on Form 10-K (File No. 0-23124)).
       10.10            Option Agreement between Stuart D. Beath and Anchor Gaming.
                        (Incorporated by reference to Exhibit 10.26 to our June 30,
                        1994 Annual Report on Form 10-K (File No. 0-23124)).
       10.11            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.
                        000-23124)).
       10.12            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)).
       10.13            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)).
       10.14            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)).
       10.15            Option Agreement between Elizabeth Fulton and Anchor Gaming.
                        (Incorporated by reference to Exhibit 10.30 to our June 30,
                        1994 Annual Report on Form 10-K (File No. 0-23124)).
       10.16            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)).
       10.17            Joint Venture Agreement, dated as of December 3, 1996 by and
                        between Anchor Games,
                        d/b/a/ Anchor Coin, a Nevada corporation and our
                        Subsidiary, and IGT (File No. 000-23124)). (Incorporated by
                        reference to Exhibit 10.37 to our June 30, 1997 Annual
                        Report on Form 10-K (File No. 0-23124)).
       10.18            Stock Option Agreement of William Adams dated April 2, 1997.
                        (Incorporated by reference to Exhibit 4.1 to our
                        Registration Statement on Form S-8 (File No. 333-53257)).
       10.19            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)).
       10.20            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)).
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
EXHIBITS
--------
<C>                     <S>
       10.21            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)).
       10.22            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)).
       10.23            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))
       10.24            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))
       10.25            Asset Purchase Agreement dated September 24, 2000 by and
                        between My Way Holdings LLC and Nuevo Del 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)).
       10.26            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)).
       10.27            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)).
       10.28            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)).
       10.29            Form of Anchor Gaming Executive Stock Option
                        Agreement. (Incorporated by reference to Exhibit 10.29
                        to our June 30, 2000 Annual Report on Form 10-K/A
                        (File No. 0-23124))
       10.30            Form of Anchor Gaming Director Stock Option Agreement.
                        (Incorporated by reference to Exhibit 10.30
                        to our June 30, 2000 Annual Report on Form 10-K/A
                        (File No. 0-23124))
       10.31            Form of Anchor Gaming Restricted Stock Agreement.
                        (Incorporated by reference to Exhibit 10.31
                        to our June 30, 2000 Annual Report on Form 10-K/A
                        (File No. 0-23124))
       10.32            Anchor Gaming 2000 Stock Incentive Plan.
                        (Incorporated by reference to Exhibit 10.32
                        to our June 30, 2000 Annual Report on Form 10-K/A
                        (File No. 0-23124))
       10.33            Form of Employment Agreement between Anchor Gaming and
                        Thomas J. Matthews. (Incorporated by reference to
                        Exhibit 10.33 to our June 30, 2000 Annual Report on
                        Form 10-K/A (File No. 0-23124))
       10.34            Form of Employment Agreement between Anchor Gaming and
                        Joseph Murphy. (Incorporated by reference to
                        Exhibit 10.34 to our June 30, 2000 Annual Report on
                        Form 10-K/A (File No. 0-23124))
       10.35            Form of Employment Agreement between Anchor Gaming and
                        Geoffrey A. Sage. (Incorporated by reference to
                        Exhibit 10.35 to our June 30, 2000 Annual Report on
                        Form 10-K/A (File No. 0-23124))
       10.36            Form of Employment Agreement between Anchor Gaming and
                        David D. Johnson. (Incorporated by reference to
                        Exhibit 10.36 to our June 30, 2000 Annual Report on
                        Form 10-K/A (File No. 0-23124))
       10.37            Amendment No. 2, dated October 17, 2000, to Loan
                        Agreement dated June 29, 1999 among Anchor Gaming as
                        Borrower, the Lenders therein named and Bank of
                        America N.A. as Administrative Agent. (Incorporated
                        by reference to Exhibit 10.37 to our June 30, 2000
                        Annual Report on Form 10-K/A (File No. 0-23124))
       10.38            Amendment No. 1, dated October 17, 2000, to Guaranty
                        dated June 15, 2000 by Anchor Gaming in favor of Bank
                        of America, N.A. as Administrative Agent and the
                        other lenders named therein that are party to the
                        Pala Loan Agreement. (Incorporated by reference to
                        Exhibit 10.38 to our June 30, 2000 Annual Report on
                        Form 10-K/A (File No. 0-23124))
       10.39            Anchor Gaming's $35,000,000 Promissory Note, dated
                        October 17, 2000, to Bankers Trust Company.
                        (Incorporated by reference to Exhibit 10.39
                        to our June 30, 2000 Annual Report on Form 10-K/A
                        (File No. 0-23124))
       10.40            Anchor Gaming's $15,000,000 Promissory Note, dated
                        October 17, 2000, to Lehman Commercial Paper, Inc.
                        (Incorporated by reference to Exhibit 10.40
                        to our June 30, 2000 Annual Report on Form 10-K/A
                        (File No. 0-23124))
       10.41            Joinder and Assumption Agreement, dated October 17,
                        2000, among Anchor Gaming as Borrower, Bankers Trust
                        as Increasing Lender, Lehman Commercial Paper, Inc.
                        as Joining Lender and Bank of America N.A. as
                        Administrative Agent pursuant to June 29, 1999 Loan
                        Agreement. (Incorporated by reference to Exhibit 10.41
                        to our June 30, 2000 Annual Report on Form 10-K/A
                        (File No. 0-23124))
       10.42            Indenture for 9-7/8% Senior Subordinated Notes Due
                        2008, dated October 17, 2000. (Incorporated by reference
                        to Exhibit 10.42 to our June 30, 2000 Annual Report on
                        Form 10-K/A (File No. 0-23124))
       21.1             List of Subsidiary Corporations. (Incorporated by
                        reference to Exhibit 21.1 to our June 30, 2000 Annual
                        Report on Form 10-K (File No. 0-23124))
       27.1             Financial Data Schedule. (Incorporated by reference
                        to Exhibit 27.1 to our June 30, 2000 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, 2000, 1999 and 1998
</TABLE>

------------------------
*   Filed herewith


<PAGE>

                                   SIGNATURES

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


                                     ANCHOR GAMING

                                     By: /s/ THOMAS J. MATTHEWS
                                       ------------------------------------

                                       Thomas J. Matthews,
                                       CHIEF EXECUTIVE OFFICER

                                     By: /s/ GEOFFREY A. SAGE
                                       ------------------------------------

                                       Geoffrey A. Sage,
                                       CHIEF FINANCIAL OFFICER


Date: December 22, 2000


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities indicated.


        Signature                      Title                    Date

/s/ STUART D. BEATH                  Director              December 22, 2000
-------------------------
    Stuart D. Beath


/s/ RICHARD R. BURT                  Director              December 22, 2000
-------------------------
    Richard R. Burt

/s/ JOSEPH MURPHY                    Director              December 22, 2000
-------------------------
    Joseph Murphy

/s/ GLEN J. HETTINGER                Director              December 22, 2000
-------------------------
    Glen J. Hettinger