UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 13e-3 THEREUNDER
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
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(Name of the Issuer)
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
GAMECO, INC.
BH ACQUISITION, INC.
JEFFREY P. JACOBS
DIVERSIFIED OPPORTUNITIES GROUP LTD.
RICHARD E. JACOBS REVOCABLE TRUST
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(Names of Persons Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
092067 10 7
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(CUSIP Number of Class of Securities)
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Jeffrey P. Jacobs Richard E. Jacobs, Trustee Stephen R. Roark, President and
Chief Executive Officer 25425 Center Ride Road Chief Financial Officer
Gameco, Inc. Cleveland, Ohio 44145 Black Hawk Gaming & Development
BH Acquisition, Inc. (440) 871-4800 Company, Inc.
1001 North U.S. Highway One, #710 240 Main Street, Box 21
Cleveland, Ohio 44113 Black Hawk, Colorado 80422
(561) 575-4006 (303) 582-1117
(Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)
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COPIES TO:
Edward G. Ptaszek, Jr., Esq. Samuel E. Wing, Esq.
Robert A. Weible, Esq. Jones & Keller, P.C.
Baker & Hostetler LLP 1625 Broadway, Suite 1600
1900 East 9/th/ Street Denver, Colorado 80202
Cleveland, Ohio 44114 (303) 573-1600
(216) 621-0200
This statement is filed in connection with (check the appropriate box):
a. /x/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act of
1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: /x/
CALCULATION OF FILING FEE
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Transaction valuation* Amount of filing fee
$36,846,702 $7,369
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* For purposes of calculating the filing fee only. The filing fee was
determined based upon the sum of (a) the product of 2,798,900 shares of
common stock and the merger consideration of $12.00 per share and (b) the
difference between $12.00 and the exercise price per share of common stock
of each of the 539,667 shares covered by outstanding options. In accordance
with Rule 0-11 under the Securities Exchange Act of 1934, as amended, the
filing fee was determined by multiplying the amount calculated pursuant to
the preceding sentence by 1/50 of one percent.
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/x/ Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form of Schedule and the date of its filing.
Amount Previously Paid: $7,369
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: Black Hawk Gaming & Development Company, Inc.
Date Filed: July 9, 2001
INTRODUCTION
This Schedule 13e-3 Transaction Statement (the "Statement") is being filed
in connection with the filing by Black Hawk Gaming & Development Company, Inc.
("Black Hawk") with the Securities and Exchange Commission (the "Commission") on
July 9, 2001 of a preliminary proxy statement on Schedule 14A (the "Proxy
Statement") in connection with a special meeting of Black Hawk's shareholders.
At such meeting, Black Hawk's shareholders will be asked to vote to adopt and
approve an Agreement and Plan of Merger dated as of April 25, 2001 (the "Merger
Agreement") by and between Black Hawk, BH Acquisition, Inc. ("BH"), a Colorado
corporation, and Gameco, Inc. ("Gameco"), a Delaware corporation. Under the
Merger Agreement, BH will be merged with and into Black Hawk and Black Hawk will
be the surviving corporation. Gameco is the sole shareholder of BH. As a
result of the merger, Black Hawk will become a wholly owned subsidiary of Gameco
and Black Hawk's shareholders (other than Gameco, BH, Diversified Opportunities
Group Ltd. and their affiliates) will be entitled to receive $12.00 per share in
cash for their shares of Black Hawk common stock.
Jeffrey P. Jacobs is the Chairman and Chief Executive Officer of Black
Hawk. Jeffrey P. Jacobs, through Jacobs Entertainment Ltd., and the Richard E.
Jacobs Revocable Trust (the "Trust"), are controlling persons of Diversified
Opportunities Group Ltd. ("Diversified") and own equally its membership
interests. Diversified owns 1,333,333 shares or 32.3% of Black Hawk's
outstanding common stock. Upon consummation of the Merger, Jeffrey P. Jacobs
and the Trust will own equally all of the voting equity securities of Gameco and
Gameco will own all membership interests of Diversified.
Information concerning each of the foregoing filing persons not included in
the Proxy Statement is as follows:
(a) None of Black Hawk, Gameco, BH, Jeffrey P. Jacobs, Diversified or
the Trust (i) has been convicted in a criminal proceeding during the past five
years (excluding any traffic violation or similar misdemeanor) or (ii) has been
a party to any judicial or administrative proceeding during the past five years
(except for any matter that was dismissed without sanction or settlement) that
resulted in a judgment, decree or final order enjoining it or him from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws.
(b) All of the filing entities referred to above were organized under
the laws of a state of the United States. Richard E. Jacobs and Jeffrey P.
Jacobs are citizens of the United States.
The information in the Proxy Statement, including the appendices thereto,
is hereby incorporated by reference and contains all information required in
response to the items of this Statement, except that the Proxy Statement does
not include the information in (a) or (b) immediately above or all of the
exhibits listed below. The Proxy Statement will be completed and, if
appropriate, amended prior to the time it is first sent or given to Black Hawk's
shareholders. This Statement will be amended to reflect such completion or
amendment of the Proxy Statement.
ITEM 16. EXHIBITS.
The following are filed pursuant to Item 1016 of Regulation M-A.
(a)(1) Preliminary copy of Letter to Shareholders from J. Patrick McDuff
incorporated by reference to Schedule 14A filed by Black Hawk on
July 9, 2001.
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders
incorporated by reference to Schedule 14A filed by Black Hawk on
July 9, 2001.
(a)(3) Preliminary Proxy Statement, incorporated by reference to Schedule
14A filed by Black Hawk on July 9, 2001 including form of proxy
card.
(a)(4) N/A.
(a)(5) Press releases issued by Black Hawk dated February 27, 2001 and
April 27, 2001.
(b) "Highly Confident" letter delivered by U.S. Bancorp Libra dated
2001./(1)/
(c) Opinion of Robertson Stephens, Inc. dated April 23, 2001 (included
as Annex B to the preliminary Proxy Statement, which is filed
herewith as Exhibit (a)(3)).
(d)(1) 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. (included as Annex A to the preliminary Proxy
Statement, which is filed herewith as Exhibit (a)(3)).
(d)(2) Voting Agreement between Diversified Opportunities Group Ltd. and
Black Hawk dated April 25, 2001
(d)(3) Voting Agreement between Gameco, Inc. and Robert D. Greenlee dated
April 27, 2001.
(d)(4) Amended and Restated Purchase Agreement dated November 12, 1996 by
and among Black Hawk, Diversified Opportunities Group Ltd., Robert
D. Greenlee and Frank B. Day./(2)/
(d)(5) Shareholders Agreement dated November 12, 1996 by and among Black
Hawk, Diversified Opportunities Group Ltd., Robert D. Greenlee and
Frank B. Day./(2)/
(d)(6) Registration Rights Agreement by and among Black Hawk, Diversified
Opportunities Group Ltd., Robert D. Greenlee and Frank B. Day./(2)/
(d)(7) Master Joint Venture Agreement dated November 12, 1996 between Black
Hawk and Diversified Opportunities Group Ltd./(2)/
(d)(8) The Lodge Operating Agreement dated November 12, 1996 between Black
Hawk and Diversified Opportunities Group Ltd./(2)/
(d)(9) Consulting Agreement between Black Hawk and Premier One Development
Company, Inc. dated October 1, 1997./(3)/
(d)(10) Employment Agreement between Black Hawk and Jeffrey P. Jacobs
effective January 1, 2000./(3)/
(d)(11) Employment Agreement between Black Hawk and Stephen R. Roark
effective January 1, 2000./(3)/
(e) Not required.
(f) Dissenter's rights of appraisal under the Colorado Business
Corporation Act are set forth in Annex C to the preliminary Proxy
Statement, which is filed herewith as Exhibit (a)(3).
(g) Not applicable.
__________________
(1) To be filed by amendment to this Statement.
(2) Incorporated by reference to Black Hawk's Current Report on Form 8-K filed
December 4, 1996.
(3) Incorporated by reference to Black Hawk's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.
SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of the
undersigned hereby certifies that the information set forth in this statement is
true, complete and correct.
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By: /s/ Stephen R. Roark
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Name: Stephen R. Roark
Title: President and Chief Financial Officer
Date: July 9, 2001
GAMECO, INC.
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title: President
Date: July 9, 2001
BH ACQUISITION, INC.
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title: President
Date: July 9, 2001
_______________________________________________
Jeffrey P. Jacobs
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By: Jacobs Entertainment Ltd., its Manager
By: /s/ Jeffrey P. Jacobs
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Jeffrey P. Jacobs
Date: July 9, 2001
/s/ R. E. Jacobs, Trustee
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Richard E. Jacobs Revocable Trust
Date: July 9, 2001
EXHIBIT INDEX
Item No. Description
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(a)(1) Preliminary copy of Letter to Shareholders from J. Patrick McDuff
incorporated by reference to Schedule 14A filed by Black Hawk on July
9, 2001.
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders
incorporated by reference to Schedule 14A filed by Black Hawk on July
9, 2001.
(a)(3) Preliminary Proxy Statement, incorporated by reference to Schedule 14A
filed by Black Hawk on July 9, 2001 including form of proxy card.
(a)(4) N/A.
(a)(5) Press releases issued by Black Hawk dated February 27, 2001 and April
27, 2001.
(b) "Highly Confident" letter delivered by U.S. Bancorp Libra dated June
28, 2001./(1)/
(c) Opinion of Robertson Stephens, Inc. dated April 23, 2001 (included as
Annex B to the preliminary Proxy Statement, which is filed herewith as
Exhibit (a)(3)).
(d)(1) 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. (included as Annex A to the preliminary Proxy
Statement, which is filed herewith as Exhibit (a)(3)).
(d)(2) Voting Agreement between Diversified Opportunities Group Ltd. and
Black Hawk dated April 25, 2001.
(d)(3) Voting Agreement between Gameco, Inc. and Robert D. Greenlee dated
April 27, 2001.
(d)(4) Amended and Restated Purchase Agreement dated November 12, 1996 by and
among Black Hawk, Diversified Opportunities Group Ltd., Robert D.
Greenlee and Frank B. Day./(2)/
(d)(5) Shareholders Agreement dated November 12, 1996 by and among Black
Hawk, Diversified Opportunities Group Ltd., Robert D. Greenlee and
Frank B. Day./(2)/
(d)(6) Registration Rights Agreement by and among Black Hawk, Diversified
Opportunities Group Ltd., Robert D. Greenlee and Frank B. Day./(2)/
(d)(7) Master Joint Venture Agreement dated November 12, 1996 between Black
Hawk and Diversified Opportunities Group Ltd./(2)/
(d)(8) The Lodge Operating Agreement dated November 12, 1996 between Black
Hawk and Diversified Opportunities Group Ltd./(2)/
(d)(9) Consulting Agreement between Black Hawk and Premier One Development
Company, Inc. dated October 1, 1997./(3)/
(d)(10) Employment Agreement between Black Hawk and Jeffrey P. Jacobs
effective January 1, 2000./(3)/
(d)(11) Employment Agreement between Black Hawk and Stephen R. Roark effective
January 1, 2000./(3)/
(e) Not required.
(f) Dissenter's rights of appraisal under the Colorado Business
Corporation Act set forth in Annex C to the preliminary Proxy
Statement, which is filed herewith as Exhibit (a)(3).
(g) Not applicable.
__________________
(1) To be filed by amendment to this Statement.
(2) Incorporated by reference to Black Hawk's Current Report on Form 8-K filed
December 4, 1996.
(3) Incorporated by reference to Black Hawk's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999.