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): October 21, 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)
Page 1 of 20
Exhibit Index on Page 5
ITEM 6. RESIGNATION OF ONE OF REGISTRANT'S DIRECTORS.
On October 21, 1996 the Company received letters from Mr. John J.
Brunetti resigning from the Board of Directors of Registrant. Mr. Brunetti's
letters of resignation followed, and may have been in response to, a letter from
the Company informing Mr. Brunetti that he would not be renominated for election
to the Board. In his letters of resignation, Mr. Brunetti described his views as
to various matters concerning Hollywood Park, including its acquisition of The
Woodlands and Turf Paradise race tracks, the pending acquisition of Boomtown,
Inc., the Registrant's decision not to pursue acquisitions of Pompano Race Track
and Santa Anita Race Track proposed by Mr. Brunetti, as well as various matters
concerning Hollywood Park Casino and Mr. Brunetti's not being renominated to
serve as a Director of the Corporation. Copies of Mr. Brunetti's letters are
attached as Exhibits 17.1 and 17.2.
The Company believes that Mr. Brunetti's letters are incorrect and
incomplete in numerous respects. Many of the issues raised by Mr. Brunetti were
the subject of class and derivative action settlements approved by the Federal
District Court of the Central District of California and the California Superior
Court, in each case after substantial negotiations between the parties,
mediation conducted before a retired Federal district court judge, review of the
proposed settlement and analysis of each of the underlying transactions by a
committee comprised of disinterested directors of the Company with the
assistance of independent special counsel and hearings by each court. Mr.
Brunetti was one of the defendants originally named in the class actions and did
not object to the settlements.
Registrant does not believe it would be productive to respond to each
of Mr. Brunetti's assertions. However, certain of his claims require response.
Contrary to Mr. Brunetti's assertion, Hollywood Park did not assume either the
$29 million of bank debt on The Woodlands or the $15 million indebtedness owed
to Mr. Hubbard. Those obligations were and remain those of Sunflower Racing, not
Hollywood Park. Mr. Brunetti failed to note that in the 16 months from the
opening of the Hollywood Park Casino (the "Casino") to Registrant's acquisition
of Pacific Casino Management, Inc., Registrant received over $25 million in cash
from Pacific Casino Management, against a total $36 million investment by
Registrant in the Casino. Mr. Brunetti also failed to note that the casino
continues to generate over $800,000 per month in cash flow. As to the pending
Boomtown acquisition, Registrant's Board of Directors (including Mr. Brunetti)
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unanimously approved the acquisition after three separate Board meetings and
detailed presentations by the Company's investment banker and management.
Registrant's investment banker rendered a fairness opinion as to the
transaction, both at the time the Boomtown merger agreement was signed and when
it was mailed to Hollywood Park's stockholders. Boomtown representation on the
Hollywood Park Board was an integral part of the merger agreement from the time
of the first presentation to the Board.
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As to the two transactions which Mr. Brunetti proposed, he was
specifically asked whether he recommended pursuit of the Pompano Park Race Track
and advised in writing against it. As to Santa Anita, Mr. Brunetti advised the
Company that he was personally considering an acquisition of Santa Anita, had
written letters to various shareholders of that track criticizing Santa Anita's
management also and wanted to have Hollywood Park pursue such a transaction. A
special meeting of the Board of Directors was called in order to provide Mr.
Brunetti with an opportunity to present his reasons for supporting an
acquisition of Santa Anita. The Board considered the proposal and concluded,
after discussion and in the exercise of its business judgment, that it was not
in the best interests of the Company and its stockholders for Hollywood Park to
pursue such a transaction at that time. In view of that decision, Mr. Brunetti
was informed that he was free to pursue such acquisition on his own. The Company
does not know whether he is part of any of the groups currently seeking control
of Santa Anita.
In view of Mr. Brunetti's expressed interest in separately pursuing
the acquisition of a competing race track, his comments to the Company that he
had been considering a possible investment in gaming facilities in Las Vegas and
the Company's decision to reduce the number of Directors to be elected at the
forthcoming annual meeting as part of the Boomtown transaction, it was
determined not to renominate Mr. Brunetti, among others. The Company believes
that this decision led to Mr. Brunetti's resignation and his related letter.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following are furnished as exhibits to this report:
17.1 Resignation letter of John J. Brunetti dated October 17, 1996.
17.2 Resignation letter of John J. Brunetti dated October 21, 1996.
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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: October 28, 1996
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INDEX OF EXHIBITS
Exhibit No. Description Page No.
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17.1 Resignation letter of John J. Brunetti
dated October 17, 1996.
17.2 Resignation letter of John J. Brunetti
dated October 21, 1996.
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