UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 19, 1998
Casino Magic Corp.
(Exact name of registrant as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation)
0-20712 64-0817483
(Commission File Number) (IRS Employer Identification No.)
711 Casino Magic Drive Bay Saint Louis, MS 39520
(Address of principal executive offices) (Zip Code)
(228) 467-9257
(Registrant's telephone number)
Not Applicable
(Former name, former address and former fiscal
year, ifchanged since last report)
Item 5 - Other Events
On February 19, 1998, the Registrant entered into an Agreement and Plan
of Merger (the
"Merger Agreement") with Hollywood Park, Inc. ("Hollywood"), a Delaware
corporation and
HP Acquisition II, Inc. ("HP"), a Minnesota corporation and the wholly owned
subsidiary of
Hollywood. Under the Merger Agreement, the Registrant has agreed, subject to
approval of the Registrant's shareholders, to merge (the "Merger") with HP.
Upon such Merger, the Registrant shall be the surviving entity and will become
the wholly owned subsidiary of Hollywood. The separate existence of HP will
then cease. Upon the Merger, the shareholders of the Registrant will be
entitled to receive $2.27 for each share of the Registrant's common stock
held. All shareholders of the Registrant will be entitled to dissent from the
Merger in accordance with the provisions of Minnesota law.
The Merger is subject to the approval of the Registrant's shareholders
prior to October 31, 1998, and to the approval of the Mississippi Gaming
Commission, the Nevada Gaming Commission, and the Louisiana Gaming Control
Board. The Merger is also contingent upon other matters, including a
requirement that neither the Registrant nor Hollywood has materially breached
any warranty, representation or covenant contained in the Merger Agreement
prior to the time of the Merger. If the Merger Agreement is terminated for
certain reasons, including a voluntary termination by the Registrant should
the Board of Directors of the Registrant determine to accept a proposal of
another party to merge with or acquire the Registrant on terms which it
believes to be superior to those contained in the Merger Agreement, the
Registrant will be required to pay Hollywood $3,500,000.
The Merger Agreement restricts the ability of the Registrant to engage in
certain
transactions prior to the time of the Merger, except those which are in the
ordinary course of business consistent with past practice, unless the
Registrant obtains the consent of Hollywood, which consent may not be
unreasonably withheld. These provisions, among other things, preclude the
Registrant from issuing any additional capital stock or options to purchase
capital stock, entering into employment agreements, increasing the benefits
payable under existing severance or termination pay policies or agreements,
increasing compensation to directors or employees, declaring dividends,
redeeming capital stock, adopting or terminating any employee benefit plan,
and doing other things which are not in the ordinary course of business. The
Merger Agreement also imposes limits on the capital expenditures and borrowing
which the Registrant may effect, which are not inconsistent with the
Registrant's current plans.
There is no assurance that all the necessary approvals for the Merger
will be obtained, or that the Merger will be consummated as proposed.
Item 7 - Financial Statements and Exhibits
(c) Exhibits
2.1 Agreement and Plan of Merger dated February 19, 1998 by and
between Casino Magic Corp., Hollywood Park, Inc. and HP Acquisition
II, Inc.
(without schedules), and list of schedules.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CASINO MAGIC CORP.
Registrant
Date:March 3, 1998 /s/James E. Ernst
James E. Ernst, President and
Chief Executive Officer
Date:March 3, 1998 /s/Jay S. Osman
Jay S. Osman, Chief Financial
Officer and Treasurer (principal
financial and accounting officer)