1 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) February 27, 2001 BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC. --------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 0-21736 84-1158484 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 240 Main Street Post Office Box 21 Black Hawk, Colorado 80422 - --------------------------------------- ---------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 582-1117 ------------------- No Change ------------------------------------------------------------------ Former name or former address if changed since date of last filing 2 Item 5. Other Events. On February 27, 2001, the registrant announced that it had received an offer from its Chairman and Chief Executive Officer to purchase all shares of the registrant not owned by him for $11 per share, cash. See the press releases dated February 27, 2001 and March 1, 2001 attached hereto as exhibits for more details. On March 7, 2001, the registrant announced that a class action had been filed against it and its directors to enjoin the transaction announced on February 27, 2001 and for other relief. See the press release dated March 7, 2000 attached hereto as an exhibit for more information. 1 3 Item 7. Financial Statements and Exhibits. (a) Financial Statements. None (b) Exhibits. The following exhibits are filed herewith: Number Description ------ ----------- 01-8K.1 Press release dated February 27, 2001 01-8K.2 Press release dated March 1, 2001 01-8K.3 Press release dated March 7, 2001 2 4 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 thereunto duly authorized. BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC. By: /s/ Stephen R. Roark --------------------------------- Stephen R. Roark, President Date: March 9, 2001 3 5 EXHIBIT INDEX Exhibit Number Description ------- ----------- 01-8K.1 Press release dated February 27, 2001 01-8K.2 Press release dated March 1, 2001 01-8K.3 Press release dated March 7, 2001