<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Boca Resorts, Inc.
(Name of Issuer)
Class A Common Stock, $.01 par value per share
(Title of Class of Securities)
09688T106
(CUSIP Number)
Matthew S. Topham, Esq. Mark R. Beatty, Esq.
Preston Gates & Ellis LLP Cascade Investment, L.L.C.
701 Fifth Avenue, Suite 5000 2365 Carillon Point
Seattle, Washington 98104-7078 Kirkland, WA 98033
(206) 623-7580
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 3, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No.: 09688T106
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1 NAME OF REPORTING PERSON
Cascade Investment, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
----------------
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Washington
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 2,047,704
WITH ----------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------
10 SHARED DISPOSITIVE POWER
2,047,704
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,047,704
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP No.: 09688T106
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1 NAME OF REPORTING PERSON
William H. Gates III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
----------------
------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF SHARES
BENEFICIALLY 0
OWNED BY ----------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 2,047,704
WITH ----------------------------------
9 SOLE DISPOSITIVE POWER
0
----------------------------------
10 SHARED DISPOSITIVE POWER
2,047,704
------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,047,704
------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.04%
------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
This statement relates to the Class A Common Stock, $.01 par value per
share (the "Common Stock"), of Boca Resorts, Inc. (the "Issuer"). The principal
executive offices of the Issuer are located at 501 E. Camino Real, Boca Raton,
FL 33432.
Item 2. IDENTITY AND BACKGROUND
This statement is being filed jointly by Cascade Investment, L.L.C.
("Cascade"), which is a limited liability company organized under the laws of
the State of Washington, and William H. Gates III, individually (each, a
"Reporting Person"). The agreement among the Reporting Persons relating to the
joint filing of this statement is contained on the signature page hereto.
Cascade is a private investment entity that seeks appreciation of its assets for
the benefit of its owner. Michael Larson, who is a citizen of the United States
of America, is the manager of Cascade. The principal business address of Cascade
and Mr. Larson is 2365 Carillon Point, Kirkland, Washington 98033. Mr. Gates is
a citizen of the United States of America and the sole member of Cascade. Mr.
Gates' principal occupation is serving as the Chairman of Microsoft Corporation,
a company that principally develops computer software, and his business address
is One Microsoft Way, Redmond, WA 98052.
During the last five years, neither of the Reporting Persons nor Mr.
Larson (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which he or it was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On October 3, 2000, Cascade purchased 50,000 shares of the Common Stock
in open market purchases for an aggregate price of $537,440. Following this
purchase, Cascade beneficially owned a total of 2,047,704 shares of the Common
Stock, which represents approximately 5.04% of the shares of Common Stock issued
and outstanding.
The source of Cascade's payment of the purchase price was its
working capital. Cascade did not purchase any of the Common Stock with
borrowed funds.
Item 4. PURPOSE OF TRANSACTION
Cascade acquired the Common Stock for investment purposes only.
Cascade will encourage management of the Issuer to take concrete steps to
enhance shareholder value. Cascade will continue to evaluate its ownership and
voting position in the Issuer and may consider the following future courses of
action, among others: (i) continuing to hold the Common Stock for investment;
(ii) disposing of all or a portion of the Common Stock in open market sales or
in privately-negotiated transactions; (iii) acquiring additional shares of
Common Stock in the open market, through a tender offer or in
privately-negotiated transactions; or (iv) entering into short sales or other
hedging transactions with respect to the Common Stock. Cascade has not as yet
determined which of the courses of action specified in this paragraph it may
ultimately take. Cascade's future actions with regard to this investment are
dependent on its evaluation of a variety of circumstances affecting the Issuer
in the future, including the market price of the Issuer's Common Stock, the
Issuer's prospects and Cascade's portfolio.
Except as set forth above, Cascade has no present intent or
proposals that relate to or would result in: (i) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the
Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change the number
or term of Directors or to fill any vacancies on the Board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi) any
other material change in the Issuer 's business or corporate structure; (vii)
changes in the Issuer's charter, bylaws or instruments corresponding thereto or
other actions which
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may impede the acquisition of control of the Issuer by any person; (viii)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or (x) any action similar to those enumerated above.
Cascade reserves the right to determine in the future whether to
change the purpose or purposes described above or whether to adopt plans or
proposals of the type specified above.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
The share ownership percentages described in this Schedule 13D are
based on 40,606,072 shares of Common Stock outstanding as of September 19, 2000,
as indicated in the Issuer's Form 10-K for the fiscal year ended June 30, 2000,
which was filed on September 28, 2000.
(a) As of the filing date of this Schedule 13D, Cascade beneficially
owns 2,047,704 shares of the Common Stock, which represents approximately 5.04%
of the shares of Common Stock currently issued and outstanding. Mr. Gates, as
the sole member of Cascade, is deemed to beneficially own the shares of Common
Stock owned by Cascade.
(b) As of the filing date of this Schedule 13D, Cascade has power to
vote or direct the vote and dispose or direct the disposition of 2,047,704
shares of the Common Stock. Mr. Gates, as the sole member of Cascade, holds the
final authority to vote or direct the vote and dispose or direct the disposition
of the shares of Common Stock owned by Cascade.
(c) The following table contains the transactions in the Common Stock
effected by any of the Reporting Persons during the past 60 days. Each
transaction was effected through an open market purchase.
<TABLE>
<CAPTION>
------------------------------- ---------------------------- --------------------------------- -----------------------
Reporting Person Transaction Date Number of Shares Purchased Price Per Share
------------------------------- ---------------------------- --------------------------------- -----------------------
------------------------------- ---------------------------- --------------------------------- -----------------------
<S> <C> <C> <C>
Cascade 10/3/00 50,000 $10.7488
Cascade 10/2/00 20,000 $10.75
Cascade 9/29/00 20,000 $10.8688
Cascade 8/30/00 30,200 $10.5
Cascade 8/30/00 11,000 $10.3295
Cascade 8/28/00 34,800 $10.7856
Cascade 8/25/00 35,000 $10.8125
Cascade 8/22/00 100,000 $10.5
------------------------------- ---------------------------- --------------------------------- -----------------------
</TABLE>
(d) Not applicable.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Reporting Persons do not have any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to the Common Stock, including transfer or voting thereof, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
OCTOBER 12, 2000
Date
CASCADE INVESTMENT, L.L.C.
By /s/ Michael Larson
----------------------
Michael Larson, Manager
WILLIAM H. GATES III
/s/ Michael Larson
-----------------------
William H. Gates III, by Michael Larson as attorney
in fact*
JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is
attached, hereby agree that such statement is filed, and any amendments thereto
filed by either or both of us will be filed, on behalf of each of us.
DATED: October 12, 2000.
CASCADE INVESTMENT, L.L.C.
By: /s/ Michael Larson
------------------------
Michael Larson, Manager
WILLIAM H. GATES III
/s/ Michael Larson
-----------------------------
William H. Gates III, by Michael Larson as attorney
in fact*
* Duly authorized under power of attorney dated March 20, 2000, by and on behalf
of William H. Gates III, filed with Cascade's Schedule 13G with respect to
Wisconsin Central Transportation Corporation on April 28, 2000, SEC File Number
005-41648, and incorporated by reference herein.
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