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): December 9, 1999
HOLLYWOOD PARK, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-10619 95-3667491
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
330 N. Brand Boulevard, Suite 1110, Glendale, California 91203-2308
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (818) 662-5900
Item 5. Other Events
On December 9, 1999, Casino Magic Corp. and Boomtown, Inc., both of which
are wholly owned subsidiaries of Hollywood Park, Inc. ("Hollywood Park"),
executed Asset Purchase Agreements (collectively, the "Agreements") with
subsidiaries of Penn National Gaming, Inc. ("Penn National"), under which those
subsidiaries of Hollywood Park have agreed to sell all of the operating assets
and related operations of Hollywood Park's Casino Magic Bay St. Louis and
Boomtown Biloxi casino properties, respectively, to the subsidiaries of Penn
National. Subject to the terms and the conditions of the Agreements, the
subsidiaries of Penn National have agreed to pay $120 million in cash for the
Casino Magic Bay St. Louis property, and $75 million in cash for the Boomtown
Biloxi property. Copies of the Agreements are filed herewith as Exhibits 10.1
and 10.2. Penn National has guaranteed the obligations of its subsidiaries,
BTN, Inc. and BSL, Inc., under the Agreements. Similarly, Hollywood Park has
guaranteed the obligations of Casino Magic Corp. and Boomtown, Inc. under the
Agreements. Copies of the guarantees are filed herewith as Exhibits 10.5, 10.6,
10.7 and 10.8. The foregoing descriptions are qualified in their entirety by
reference to the full text of the exhibits.
The consummation of the sale transactions is subject to, among other
things, (i) approval from the Mississippi Gaming Commission, (ii) termination or
expiration of the Hart-Scott-Rodino waiting period, and (iii) Penn National's
ability to secure the necessary financing to consummate the transactions
contemplated by the Agreements. Each sale is also contingent on the closing of
the other sale transaction.
On December 10, 1999, Hollywood Park issued a press release announcing the
execution of the Agreements. A copy of the press release is attached as Exhibit
99.1 hereto and the contents thereof are hereby incorporated by reference.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) The following are furnished as exhibits to this report:
10.1 Asset Purchase Agreement, dated as of December 9, 1999, between
BSL, Inc., and Casino Magic Corp.
10.2 Asset Purchase Agreement, dated as of December 9, 1999, between
BTN, Inc. and Boomtown Inc.
10.3 First Amendment to Asset Purchase Agreement, dated December 17,
1999, between BSL, Inc., and Casino Magic Corp.
10.4 First Amendment to Asset Purchase Agreement, dated December 17,
1999, between BTN, Inc. and Boomtown Inc.
10.5 Guaranty issued by Penn National in favor of Casino Magic Corp.
entered into as of December 9, 1999.
10.6 Guaranty issued by Penn National in favor of Boomtown, Inc.
entered into as of December 9, 1999.
10.7 Guaranty issued by Hollywood Park in favor of BSL, Inc. entered
into as of December 9, 1999.
10.8 Guaranty issued by Hollywood Park in favor of BTN, Inc. entered
into as of December 9, 1999.
99.1 Press Release issued on December 10, 1999, by Hollywood Park,
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.
Date: December 21, 1999 By: /s/ Bruce C. Hinckley
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Bruce C. Hinckley
Vice President, Treasurer and
Chief Financial Officer
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Exhibit Index
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Exhibit Description
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10.1 Asset Purchase Agreement, dated as of December 9, 1999, between
BSL, Inc., and Casino Magic Corp.
10.2 Asset Purchase Agreement, dated as of December 9, 1999, between
BTN, Inc. and Boomtown Inc.
10.3 First Amendment to Asset Purchase Agreement, dated December 17,
1999, between BSL, Inc., and Casino Magic Corp.
10.4 First Amendment to Asset Purchase Agreement, dated December 17,
1999, between BTN, Inc. and Boomtown Inc.
10.5 Guaranty issued by Penn National in favor of Casino Magic Corp.
entered into as of December 9, 1999.
10.6 Guaranty issued by Penn National in favor of Boomtown, Inc.
entered into as of December 9, 1999.
10.7 Guaranty issued by Hollywood Park in favor of BSL, Inc. entered
into as of December 9, 1999.
10.8 Guaranty issued by Hollywood Park in favor of BTN, Inc. entered
into as of December 9, 1999.
99.1 Press Release issued on December 10, 1999, by Hollywood Park,
Inc.
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