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) January 10, 2002
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COLONIAL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
VIRGINIA 333-18295 54-1826807
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10515 Colonial Downs Parkway, New Kent, Virginia 23124
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(Address of principal executive offices)
Registrant's telephone number, including area code (804) 966-7223
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ITEM 5. OTHER EVENTS
Colonial Holdings, Inc. ("the Company") announces that the Company's
shareholders have approved a definitive merger agreement between the Company and
Gameco, Inc., a holding company owned by Jeffrey P. Jacobs, Chairman of the
Board, Chief Executive Officer, and the Company's largest shareholder. Under the
terms of the agreement, the Company's shareholders will receive $1.12 per share
in cash.
A copy of the press release concerning this matter is attached hereto as
Exhibit A.
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 hereto duly authorized.
COLONIAL HOLDINGS, INC.
January 10, 2002 /s/ Ian M. Stewart
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Date Ian M. Stewart, President
Colonial Holdings, Inc.
10515 Colonial Downs Parkway, New Kent, Virginia 23124
January 10, 2002 CONTACT:
FOR IMMEDIATE RELEASE Ian M. Stewart (804) 966-7223
President and Chief Financial Officer
SHAREHOLDERS OF COLONIAL HOLDINGS, INC.
APPROVE MERGER WITH GAMECO, INC.
NEW KENT, Va. --(BUSINESS WIRE)-January 10, 2002-- Colonial Holdings, Inc.
(OTCBB: CHLD) which, through its subsidiaries, holds the only license to own and
operate a pari-mutuel horseracing course and satellite racing centers in
Virginia, announced that at a Special Meeting of shareholders held today,
shareholders voted for the approval and adoption of the Agreement and Plan of
Merger, dated as of June 11, 2001, as amended, by and among Colonial Holdings,
Gameco, Inc., Gameco Acquisition, Inc. and Jeffrey P. Jacobs.
Pursuant to the merger agreement, Gameco, Inc., an entity controlled by Jeffrey
P. Jacobs, Chairman of the Board and Chief Executive Officer of Colonial
Holdings, has agreed to pay $1.12 per share, in cash, for each share of Class A
and Class B common stock of Colonial Holdings not currently owned by Mr. Jacobs
or his affiliates. If the merger is consummated, Colonial Holdings will become
a wholly-owned subsidiary of Gameco. Although the parties anticipate
consummating the transaction before the end of February, 2002, consummation of
the transaction is subject to various customary closing conditions.
This release contains certain forward-looking statements that inherently
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements because of
certain factors. These factors include, but are not limited to, securing third
party consents for closing the merger that may not be obtained in a timely
manner or at all and other conditions to the merger that may not be satisfied.
These factors may cause the actual results, performance, or achievements of the
Company to be materially different from any future results, performance, or
achievements, expressed or implied by such forward-looking statements. The
forward-looking statements contained herein speak only as of the date of this
release.