UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
TO
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
RICHARD E. JACOBS
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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
- ----------------------------------------- --------------------------------------
Transaction valuation* Amount of filing fee
$36,984,724 $7,397
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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 2,821,067 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 516,417 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
Additional Amount Paid: $28
Form or Registration No.: Amendment No. 2 to Preliminary Proxy Statement
on Schedule 14A
Filing Party: Black Hawk Gaming & Development Company, Inc.
Date Filed: November 16, 2001
INTRODUCTION
This Amendment No. 3 to 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 November 30, 2001 of an amended 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, as amended, (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 cash per share 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. Richard E. Jacobs, the sole trustee of the Trust, is Jeffrey P.
Jacobs' father. Diversified owns 1,333,333 shares or 32.1% 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, the
Trust or Richard E. Jacobs (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 with this Amendment No. 3 to Schedule 13E-3
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 November 30, 2001.
(a)(2) Preliminary copy of Notice of Special Meeting of
Shareholders incorporated by reference to Schedule 14A filed
by Black Hawk on November 30, 2001.
(a)(3) Preliminary Proxy Statement, incorporated by reference to
Schedule 14A filed by Black Hawk on November 30, 2001
including form of proxy card.
(c)(3) McDonald Investments, Inc. work dated February 26, 2001.
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: November 30, 2001
GAMECO, INC.
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title: President
Date: November 30, 2001
BH ACQUISITION, INC.
By: /s/ Jeffrey P. Jacobs
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Name: Jeffrey P. Jacobs
Title: President
Date: November 30, 2001
/s/ Jeffrey P. Jacobs
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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: November 30, 2001
Richard E. Jacobs, Trustee
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Richard E. Jacobs Revocable Trust
Date: November 30, 2001
/s/ Richard E. Jacobs
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Richard E. Jacobs
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
November 30, 2001.
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders
incorporated by reference to Schedule 14A filed by Black Hawk on
November 30, 2001.
(a)(3) Preliminary Proxy Statement, incorporated by reference to Schedule
14A filed by Black Hawk on November 30, 2001 including form of
proxy card.
(c)(3) McDonald Investments, Inc. work dated February 26, 2001.