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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) September 30, 1997
WHG RESORTS & CASINOS INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 1-12783 36-3277019
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
Incorporation or Organization)
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6063 EAST ISLA VERDE AVENUE
CAROLINA, PR 00979
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code 787-791-2222
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Item 5. Other Events.
On September 30, 1997, WHG Resorts & Casinos Inc., a Delaware
corporation ("WHG"), signed a definitive merger agreement with Patriot American
Hospitality Operating Company ("PAHOC"), Patriot American Hospitality Operating
Company Acquisition Subsidiary and Patriot American Hospitality, Inc.
("Patriot"). Consummation of the merger is subject to certain conditions,
including, without limitation, WHG stockholder approval. Under the terms of the
merger agreement, each share of WHG common stock will be converted into the
right to receive .784 paired shares of PAHOC and Patriot common stock, subject
to certain adjustments. The shares of PAHOC and Patriot are paired and trade as
one unit on the New York Stock Exchange (the "Patriot Paired Shares").
The exchange ratio of .784 will be adjusted if the average price of
Patriot Paired Shares during a specified period before the WHG stockholders'
meeting exceeds $31.25 (or, $31.75 and $32.25 if the transaction closes in
February or March, respectively) so that stockholders of WHG will receive for
each share of WHG common stock, Patriot Paired Shares having a value equal to
such specified amount multiplied by .784. If the average price of the Patriot
Paired Shares during such period is less than $25.50 but greater than or equal
to $19.50, the exchange ratio will be adjusted so that WHG stockholders will
receive for each share of WHG common stock Patriot Paired Shares having a value
of $20.00. In the event the average price of Patriot Paired Shares falls below
$19.50, WHG will have the right to terminate the merger agreement. On September
30, 1997, the closing price of the Patriot Paired Shares was $31.875.
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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 hereunto duly authorized.
WHG RESORTS & CASINOS INC.
(Registrant)
October 8, 1997 By: /s/ Barbara M. Norman
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Barbara M. Norman
Vice President
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