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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) April 25, 2001
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-21736 84-1158484
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 582-1117
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No Change
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Former name or former address if changed since date of last filing
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Item 5. Other Events.
On April 25, 2001, the registrant entered into an Agreement and Plan of
Merger with Gameco, Inc. and BH Acquisition, Inc. The registrant's stockholders
will be asked to vote on a proposal to merge the registrant with BH Acquisition,
Inc., a subsidiary of Gameco. If approved, the registrant will become a wholly
owned subsidiary of Gameco, Inc. and stockholders of the registrant (other than
Gameco, Inc., BH Acquisition, Inc. and their affiliates) will receive $12 cash
per share in consideration for their shares of the registrant.
Closing of the merger agreement, certain termination provisions and
break fees are all described in the merger agreement. Shareholders will be asked
to vote on the merger agreement after a proxy statement has been filed with and
has been cleared by the Securities and Exchange Commission.
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Item 7. Financial Statements and Exhibits.
(a) Financial Statements None
(b) Exhibits. The following exhibit is filed herewith:
Number Description
01-8K.6 Agreement and Plan of Merger dated April 25, 2001
between and among Black Hawk Gaming & Development
Company, Inc., Gameco, Inc. and BH Acquisition, Inc.
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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
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Stephen R. Roark, President
Date: May 4, 2001
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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01-8K.6 Agreement and Plan of Merger dated April 25, 2001 between and
among Black Hawk Gaming & Development Company, Inc., Gameco,
Inc. and BH Acquisition, Inc.