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): April 23, 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 114
Exhibit Index on Page 5
ITEM 5. OTHER EVENTS.
On April 23, 1996, Hollywood Park, Inc. (the "Registrant"), HP
Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of the
Registrant ("Sub"), and Boomtown, Inc., a Delaware corporation ("Boomtown"),
executed an Agreement and Plan of Merger (the "Merger Agreement") relating to
the strategic combination of the Registrant and Boomtown. Pursuant to the
Merger Agreement and subject to the terms and conditions set forth therein, Sub
will merge into Boomtown (the "Merger"), whereupon Boomtown will become a
wholly-owned subsidiary of the Registrant. At the Effective Date (as defined in
the Merger Agreement) of the Merger, each issued and outstanding share of Common
Stock, par value $.01 per share, of Boomtown will be converted into the right to
receive 0.625 shares of Common Stock, par value $.10 per share, of the
Registrant.
The Merger Agreement provides that at the Effective Date, the Board of
Directors of the Registrant will consist of eleven members, seven Registrant
directors and four members of Boomtown'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 consummation of the Merger is subject to, among other things,
(i) approval by the respective stockholders of the Registrant and Boomtown,
(ii) receipt of requisite regulatory approvals and gaming licenses,
(iii) availability of sufficient financing to fund future gaming projects and to
fund the repurchase of Boomtown's outstanding 11-1/2% First Mortgage Notes (the
"Notes") if put to Boomtown by the holders as a consequence of the Merger, and
(vi) the consent to the Merger by the holders of a majority of the outstanding
principal amount of the Notes. The Registrant and Boomtown have not yet
scheduled dates for their respective stockholders meetings.
A Copy of the Merger Agreement is filed herewith as Exhibit 2.1. The
foregoing descriptions are qualified in their entirety by reference to the full
text of such Exhibits.
On April 24, 1996, the parties issued a joint press release announcing
the execution of the Merger Agreement. A copy of the press release is attached
as Exhibit 99.1 hereto and the contents thereof are hereby incorporated herein
by reference.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) The following are furnished as exhibits to this report:
2.1 Agreement and Plan of Merger, dated as of April 23, 1996, among
Hollywood Park, Inc., HP Acquisition, Inc. and Boomtown, Inc.
99.1 Joint Press Release issued on April 24, 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: May 1, 1996
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INDEX OF EXHIBITS
Exhibit No. Description Page No.
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2.1 Agreement and Plan of Merger, dated as of 6
April 23, 1996, among Hollywood Park,
Inc., HP Acquisition, Inc. and Boomtown,
Inc.
99.1 Joint Press Release issued on April 24, 113
1996, by Hollywood Park, Inc. and
Boomtown, Inc.
Page 5 of 114