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) July 15, 1998
(July 1, 1998)
Dover Downs Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-119229 51-0357525
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File number) Identification No.)
1131 North DuPont Highway, Dover, Delaware 19901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (302) 674-4600 X 292
(Former name or former address, if changed since last report.)
<PAGE>
FORM 8-K Page 2 of 3
ITEM 2. ACQUISITION OF ASSETS.
On July 1, 1998, Dover Downs Entertainment, Inc. (Dover) completed
its acquisition of Grand Prix Association of Long Beach (Grand Prix)
through the merger of a wholly owned subsidiary of Dover with and into
Grand Prix with Grand Prix surviving as a wholly owned subsidiary of
Dover.
Grand Prix developed and operates the Grand Prix of Long Beach, an
annual temporary circuit event which has been run in the streets of
Long Beach, California for 25 years, and owns permanent motorsports
facilities in Madison, Illinois (near St, Louis, Missouri) and in
Memphis, Tennessee.
The purchase price of $91,215,000 was comprised of the conversion
of the outstanding Grand Prix common stock into 2,510,700 shares of the
Dover common stock (applying a price of $29.10 per share, being the
average closing market price on the NYSE-Composite Transactions for the
five trading days surrounding March 27, 1998, the date of the
announcement of the merger agreement) and the assumption by Dover of
the outstanding stock options of Grand Prix. On March 27, 1998, Dover
acquired 680,000 shares of Grand Prix common stock at $15.50 per share
in cash from available funds pursuant to two separate stock purchase
agreements.
The acquisition is being accounted for under the purchase method
of accounting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of the business acquired.
(1) The financial statements of Grand Prix required to be
filed in response to Item 7(a)(1) are incorporated herein by reference
to the section "Financial Statements" in the registrant's Form S-4
(File No. 333-53077), dated May 21, 1998.
(2) The accountant's report required to be filed in response
to Item 7(a)(2) is incorporated herein by reference to the section
"Financial Statements" in the registrant's Form S-4 (File No. 333-
53077), dated May 21, 1998.
(b) Pro forma financial information.
The pro forma financial information required to be filed in
response to Item 7(b) is incorporated herein by reference to the
section "Unaudited Selected Pro Forma Condensed Combined Financial
Information" in the registrant's Form S-4 (File No. 333-53077), dated
May 21, 1998.
(c) Exhibits.
99 Press release of the registrant dated July 1, 1998
FORM 8-K Page 3 of 3
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.
Dover Downs Entertainment, Inc.
DATE: July 15, 1998 BY: /s/ Denis McGlynn
Denis McGlynn
President and Chief Executive Officer
FOR IMMEDIATE RELEASE For further information, call
Denis McGlynn, President and
Dover, DE, July 1, 1998 Chief Executive Officer
Dover Downs Entertainment, Inc.
(302) 674-4600, Ext. 200
Christopher R. Pook, Chairman and
Chief Executive Officer
Grand Prix Association of Long Beach, Inc.
(562) 490-4521
DOVER DOWNS ENTERTAINMENT, INC.
COMPLETES MERGER WITH
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
Dover Downs Entertainment, Inc. ("Dover") (NYSE: Symbol - DVD) and
Grand Prix Association of Long Beach, Inc. ("Grand Prix") (NASDAQ:
Symbol - GPLB) jointly announced today that the merger of Grand Prix
with and into a newly formed subsidiary of Dover was overwhelmingly
approved by the shareholders of both Dover and Grand Prix at the
shareholders' meeting held by each company yesterday. Effective today,
Grand Prix is a wholly owned subsidiary of Dover. Each shareholder of
Grand Prix will receive .63 shares of common stock of Dover for each
share of common stock of Grand Prix owned by such shareholder.
"The story of the newly combined company is a good one," said Denis
McGlynn, Dover's president and Chief Executive Officer. "Major NASCAR,
CART, IRL and NHRA races at venues impacting 32 of the top 50 U.S.
advertising markets offer us significant opportunities in motorsports.
This, combined with our rapidly expanding gaming operation, presents a
well balanced program for growth."
Christopher Pook, Grand Prix's Chairman and Chief Executive Officer,
stated: "We are very excited about continuing our successes as part of
the dynamic and growing Dover Downs Entertainment business. Our
organization is a perfect fit with Dover, and we look forward together
to building even greater value for our shareholders."
* * *
Dover Downs Entertainment, Inc. operates a multi-purpose entertainment
complex conducting NASCAR and IRL auto racing, harness horse racing,
pari-mutuel wagering on simulcast harness and thoroughbred horse races
and video lottery (slot) machine operations in Dover, Delaware. Grand
Prix is the owner and operator of Toyota Grand Prix of Long Beach, the
annual Indy car race run on the streets of Long Beach since 1975,
Gateway International Raceway in St. Louis and Memphis Motorsports
Park. In addition to Grand Prix, Dover also owns and operates the
Nashville Speedway, USA located at the Tennessee State Fairgrounds in
Nashville.
