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): March 19, 1996
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Hollywood Park, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10619 95-3667491
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
1050 South Prairie Avenue, Inglewood, California 90301
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(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (310) 419-1500
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 19, 1996, Hollywood Park, Inc. (the "Registrant") and Boomtown,
Inc., a Delaware corporation ("Boomtown") executed a letter of intent relating
to the strategic combination of the Registrant with Boomtown by way of a merger
with a wholly-owned subsidiary of the Registrant (the "Merger"), with Boomtown
becoming a wholly-owned subsidiary of the Registrant. The description of the
terms of the letter of intent set forth below do not purport to be a complete
statement of the parties' rights and obligations, and is qualified in its
entirety by reference to the letter of intent, which is attached as Exhibit 10.1
hereto and the contents of which are incorporated herein by reference. Certain
additional matters relating to the Merger are more fully described in the
parties' joint press release dated March 20, 1996, which is attached as Exhibit
99 hereto and the contents of which are also hereby incorporated herein by
reference.
The letter of intent contemplates the conversion of all outstanding
shares of common stock of Boomtown into shares of common stock of the
Registrant, based upon an exchange ratio of 0.625 shares of the Registrant's
common stock for each share of Boomtown's common stock (the "Exchange Ratio").
The letter of intent also contemplates that four members of Boomtown's
Board of Directors would be added to the Registrant's Board of Directors, and
that such former Boomtown directors would be nominated by the Registrant for re-
election to the Board for at least the first three annual stockholders meetings
following the Merger. The Registrant's Board would have no more than eleven
members during such three-year period, and the Executive Committee would be
comprised of five persons, two of whom would be nominated by Boomtown.
The letter of intent further contemplates that the parties will
negotiate and execute a definitive merger agreement which will contain customary
representations and warranties, and which will provide for reciprocal "no-shop"
obligations (subject to each Board's fiduciary duties) and for a break fee of
Five Million Dollars payable by either party under certain conditions.
The consummation of the Merger is subject to, among other things, (i)
negotiation and execution of the definitive merger agreement, (ii) approval by
the respective stockholders and Boards of Directors of the Registrant and
Boomtown, (iii) receipt of "fairness opinions" from the respective investment
bankers representing the Registrant and Boomtown, (iv) receipt of requisite
regulatory approvals and gaming licenses, (v) availability of sufficient
financing to fund future gaming projects and to fund the repurchase of
Boomtown's outstanding notes if put to Boomtown by the holders as a consequence
of the Merger, and (vi) the execution of certain employment agreements with the
officers of Boomtown. Subject to satisfaction of such conditions, the parties
currently
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anticipate working toward a consummation of the Merger by December 31, 1996, but
in no event later than June 30, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following are furnished as exhibits to this report:
10.1 Letter of Intent, dated March 19, 1996, between
Hollywood Park, Inc. and Boomtown, Inc.
99 Joint Press Release issued on March 20, 1996, by
Hollywood Park, Inc. and Boomtown, Inc.
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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.
Hollywood Park, Inc.
By: /s/ G. Michael Finnigan
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G. Michael Finnigan
Executive Vice President and
Chief Financial Officer
Date: March 22, 1996
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INDEX OF EXHIBITS
Exhibit No. Description Page No.
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10.1 Letter of Intent, dated March 19, 1996, between Hollywood
Park, Inc. and Boomtown, Inc. 6
99 Joint Press Release issued on March 20, 1996, by Hollywood
Park, Inc. and Boomtown, Inc. 11
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