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 19, 1998
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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)
ITEM 5. OTHER EVENTS.
On February 19, 1998, Hollywood Park, Inc. (the "Registrant"), HP
Acquisition II, Inc., a Minnesota corporation and wholly-owned subsidiary of the
Registrant ("Sub"), and Casino Magic Corp., a Minnesota corporation ("Casino
Magic"), executed an Agreement and Plan of Merger (the "Merger Agreement")
relating to the strategic combination of the Registrant and Casino Magic.
Pursuant to the Merger Agreement and subject to the terms and conditions set
forth therein, Sub will merge into Casino Magic (the "Merger"), whereupon Casino
Magic will become a wholly-owned subsidiary of the Registrant. At the Effective
Time (as defined in the Merger Agreement) of the Merger, each issued and
outstanding share of Common Stock, par value $.01 per share, of Casino Magic
will be converted into the right to receive $2.27 in cash.
The consummation of the Merger is subject to, among other things, (i)
approval by the stockholders of Casino Magic and (ii) receipt of requisite
regulatory approvals and gaming licenses. Casino Magic has not yet scheduled a
date for its stockholders meeting.
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 Exhibit.
On February 19, 1998, 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.
On February 25, 1998, the Registrant entered into a voting agreement (the
"Voting Agreement") with Marlin F. Torguson ("Torguson"), pursuant to which,
among other things, Torguson has agreed to vote the 7,954,500 shares of Common
Stock he beneficially owns in favor of approval and adoption of the Merger
Agreement and the Merger and any matter that could reasonably be expected to
facilitate the Merger. Torguson also agreed to continue to serve as an employee
of Casino Magic for a three-year period and not to compete with Registrant or
Casino Magic in any jurisdictions in which the Registrant or Casino Magic or
their subsidiaries operates. A copy of the Voting Agreement is attached as
Exhibit 10.1 hereto and the contents thereof are hereby incorporated herein by
reference.
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 February 19, 1998, among
Hollywood Park, Inc., HP Acquisition II, Inc. and Casino Magic Corp.
10.1 Voting Agreement, dated as of February 25, 1998, by and between
Hollywood Park, Inc. and Marlin F. Torguson.
99.1 Joint Press Release issued on February 19, 1998, by Hollywood Park,
Inc. and Casino Magic Corp.
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
President--Sports and Entertainment,
Executive Vice President, Chief Financial
Officer and Treasurer
Date: February 26, 1998
INDEX OF EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of February 19, 1998,
among Hollywood Park, Inc., HP Acquisition II, Inc. and Casino
Magic Corp.
10.1 Voting Agreement, dated as of February 25, 1998, by and between
Hollywood Park, Inc. and Marlin F. Torguson.
99.1 Joint Press Release issued on February 19, 1998, by Hollywood
Park, Inc. and Casino Magic Corp.