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 22, 2002
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-21736 84-1158484
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
240 Main Street
Post Office Box 21
Black Hawk, Colorado 80422
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 582-1117
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No Change
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Former name or former address if changed since date of last filing
Item 2. Acquisition or Disposition of Assets.
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On February 22, 2002 (the "Effective Date"), Black Hawk Gaming &
Development Company, Inc. (the "Company") consummated a merger with BH
Acquisition, Inc. (the "Merger") pursuant to an Agreement and Plan of Merger by
and among the Company, BH Acquisition, Inc. and Gameco, Inc. dated April 25,
2001. The Merger was approved by the Company's stockholders at a meeting held on
January 4, 2002. Upon completion of the Merger, the Company became a wholly
owned subsidiary of Gameco, Inc. In the Merger, $12.00 in cash was paid by
Gameco, Inc. for each share of the Company's common stock outstanding on the
Effective Date (other than shares owned by Gameco, Inc. or its affiliates).
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Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
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Not Applicable
(b) Pro Forma Financial Information.
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Not Applicable
(c) Exhibits.
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Exhibit
Number Description of Exhibits
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01-8K.6 Agreement and Plan of Merger, dated as of April 25, 2001,
by and among Black Hawk Gaming & Development Company, Inc.,
Gameco, Inc. and BH Acquisition, Inc. (incorporated by
reference to Exhibit 01-8K.6 to the Company's Current
Report on Form 8-K filed with the Commission on May 4,
2001).
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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 thereunto duly authorized.
BLACK HAWK GAMING &
DEVELOPMENT COMPANY, INC.
By: /s/ Stephen R. Roark
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Stephen R. Roark, President
Date: February 22, 2002
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