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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(INITIAL FILING)*
Hollywood Park, Inc.
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(Name of Issuer)
Common Stock, $.10 par value
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(Title of Class of Securities)
436255103
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(CUSIP Number)
Robert F. List, Boomtown, Inc., P.O. Box 399, Verdi, Nevada 89439-0399
(702) 345 -2327
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 23, 1996
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(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(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/ (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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 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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SCHEDULE 13D
CUSIP NO. 436255103 PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Boomtown, Inc. #94-3044204
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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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
Delaware
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7 SOLE VOTING POWER
-0-
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 2,119,840
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -0-
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,119,840*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 7
* The filing of this Schedule 13D shall not be construed as an admission that
Boomtown is, for the purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934 (the "EXCHANGE ACT"), the beneficial owner of any
securities covered by this Schedule 13D.
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Page 4 of 7
ITEM 1. SECURITY AND ISSUER.
Common stock, $.10 par value (the "COMMON STOCK") of Hollywood Park, Inc.
(the "COMPANY"), 1050 South Prairie Avenue, Inglewood, California 90301.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the reporting person is Boomtown, Inc., a Delaware corporation
("BOOMTOWN"). Its principal business is gaming and the address of its principal
business and office is P.O. Box 399, Verdi, Nevada 89439-0399.
The name, citizenship, residence or business address, present principal
occupation, and name, principal business and address of any corporation or
other organization in which such occupation is conducted, for each of the
directors and executive officers of Boomtown are set forth in EXHIBIT 1 which
is incorporated herein by reference.
To the best knowledge of Boomtown, neither Boomtown nor any of its
directors or executive officers has during the last five years been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Further, to the best knowledge of Boomtown, neither Boomtown
nor any of its directors or executive officers was, during the last five
years, a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
See Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
In connection with the execution of an Agreement and Plan of Merger, dated
April 23, 1996, among the Company, HP Acquisition, Inc., a Delaware corporation
and a wholly owned subsidiary of the Company ("SUB"), and Boomtown (the "MERGER
AGREEMENT") relating to the strategic combination of the Company and Boomtown as
described below, R.D. Hubbard, Chief Executive Officer and shareholder of the
Company ("Hubbard"), concurrently entered into a Voting Agreement with Boomtown
(the "VOTING AGREEMENT"). Pursuant to the Voting Agreement, Hubbard granted an
Irrevocable Proxy to Boomtown to vote, at any stockholders meeting of the
Company, the Shares (as defined in Item 5 herein) with respect to certain
matters related directly or indirectly to the Merger (as defined below). The
purpose of the Irrevocable Proxy and Voting Agreement is solely to facilitate
the approval and consummation of the Merger and the transactions contemplated
thereby. (See Item 6 herein for a description of the Irrevocable Proxy).
Pursuant to the Merger Agreement, Sub will be merged with and into
Boomtown, with Boomtown remaining as the surviving corporation and becoming a
wholly-owned subsidiary of the Company (the "MERGER"). At the effective date of
the Merger (the "EFFECTIVE DATE"), each issued and outstanding share of the
common stock, $.01 par value, of Boomtown will be converted into the right to
receive 0.625 of a share of the Common Stock. At the Effective Date, the
Company's Board of Directors will be expanded from seven (7) to eleven (11)
members and will be comprised of seven (7) directors selected by the Company
and four (4) directors selected by Boomtown. (See Boomtown's Current Report
on Form 8-K, dated May 3, 1996, for a detailed description of the Merger
Agreement and Merger).
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Page 5 of 7
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Boomtown may be deemed to beneficially own 2,119,840 shares of Common
Stock (the "Shares"), constituting 11.5% of the outstanding shares of Common
Stock based on 18,504,798 shares of Common Stock outstanding as of April 23,
1996 (according to the Company's Current Report on Form 8-K, filed May 3,
1996). To the best knowledge of Boomtown, no director or executive officer
of Boomtown is the beneficial owner of any shares of Common Stock.
(b) Boomtown has shared voting power with respect all of the Shares with
R. D. Hubbard as described in Item 6 below and has dispositive power over no
shares of Common Stock. Set forth below is the Item 2 information with respect
to R.D. Hubbard:
(a) R.D. Hubbard.
(b) 1050 South Prairie Avenue, Inglewood, California 90301.
(c) Chief Executive Officer of the Company, whose address is set
forth in Item 1 hereof.
(d) None.
(e) None.
(f) United States.
(c) Other than the transaction described in Item 4 above which has
prompted the filing of this Schedule 13D, to the best knowledge of Boomtown,
neither Boomtown nor any of its directors or executive officers has effected
any transaction in the Common Stock during the past 60 days.
(d) To the best knowledge of Boomtown, no person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Pursuant to the Voting Agreement and concurrently with the execution of the
Voting Agreement, Hubbard granted an Irrevocable Proxy to Boomtown to vote, at
every meeting of the stockholders of the Company, the Shares: (i) in favor of
approval of (x) the issuance of Common Stock pursuant to (a) the Merger, (b) the
assumption of Boomtown's Stock Option Plan and outstanding stock options and (c)
any warrants of Boomtown which may become exercisable for shares of Common Stock
and (y) any matter that could reasonably be expected to facilitate the Merger
and (ii) against any proposal made in opposition to or which would prevent the
consummation of the Merger.
Pursuant to the Voting Agreement, Hubbard may not transfer, sell, exchange,
pledge or otherwise dispose of or encumber any of the Shares unless the proposed
transferee executes and delivers a voting agreement and irrevocable proxy.
The Voting Agreement and the Irrevocable Proxy terminate on the earlier
of (i) the Effective Date (as defined in the Merger Agreement), (ii) at any
time upon written notice by Boomtown to Hubbard terminating the Voting
Agreement, (iii) upon the action by the Company's Board of Directors to
withdraw or modify or change, in a manner adverse to Boomtown, its approval
or recommendation of the Merger Agreement and the transactions contemplated
thereby in the exercise of its fiduciary duties in accordance with Section
3.6(b) or Section 8.10 of the Merger Agreement, or (iv) the termination of
the Merger Agreement in accordance with its terms.
The description set forth above of the terms of the Voting Agreement and
the Irrevocable Proxy does not purport to be a complete statement of the
parties' rights and obligations, and is
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Page 6 of 7
qualified in its entirety by reference to the Voting Agreement, which is set
forth as EXHIBIT 2 to this Schedule 13D. Reference is made to such agreement
for a complete description of the terms and provisions thereof and the agreement
of the parties thereunder. All capitalized terms not defined herein shall have
the meaning prescribed in the Voting Agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Directors and Executive Officers of Boomtown, Inc.
2. Voting Agreement, dated as of April 23, 1996, by and between Boomtown,
Inc., a Delaware corporation, and R.D. Hubbard, in his capacity as a
stockholder of Hollywood Park, Inc. is hereby incorporated by
reference to Boomtown, Inc.'s Current Report on Form 8, filed May 3,
1996.
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Page 7 of 7
ITEM 8. SIGNATURE PAGE:
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.
Dated: May 3, 1996 By: /s/ Timothy J. Parrott
-----------------------------
Timothy J. Parrott,
Chief Executive Officer
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EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ----
1 Directors and Executive Officers of Boomtown, Inc.
2 Voting Agreement, dated as of April 23, 1996, by and
between Boomtown, Inc., a Delaware corporation, and
R.D. Hubbard, in his capacity as a stockholder of
Hollywood Park, Inc. is hereby incorporated by
reference to Boomtown, Inc.'s Current Report on
Form 8, filed May 3, 1996.
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EXHIBIT 1
DIRECTORS AND EXECUTIVES OFFICERS
OF
BOOMTOWN, INC.
All persons listed below are citizens of the United States of America.
DIRECTORS
<TABLE>
<CAPTION>
NAME AND RESIDENCE OR BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
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<S> <C>
Timothy J. Parrott* Chief Executive Officer and Chairman of the Board,
Boomtown, Inc. Boomtown, Inc.
Boomtown Hotel & Casino
Interstate 80/Garson Road
P.O. Box 399
Verdi, Nevada 89439
Phil Bryan* President and Chief Operating Officer,
Boomtown, Inc. Boomtown, Inc.
Boomtown Hotel & Casino
Interstate 80/Garson Road
P.O. Box 399
Verdi, Nevada 89439
Robert F. List* Senior Vice President and Corporate Counsel,
Boomtown, Inc. Boomtown, Inc.
Boomtown Hotel & Casino
Interstate 80/Garson Road
P.O. Box 399
Verdi, Nevada 89439
Richard Goeglein Private Investor
45 Vineyard View Drive
Napa, CA 94558
Edward P. Roski, Jr. President, Majestic Realty Co.
Majestic Realty Co.
13191 Crossroads Parkway North
6th Floor
City of Industry, CA 91746-3497
Peter Harris Chief Executive Officer, Expressly Portraits, Inc.
Expressly Portraits, Inc.
1157 Triton Drive
Suite B
Foster City, CA 94404
Delbert W. Yocam Independent Consultant
1264 North Shore Road
Lake Oswego, OR 97034
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* Also an Executive Officer of Boomtown, Inc.
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OTHER EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
NAME AND RESIDENCE OR BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION
- -------------------------------------- ----------------------------
<S> <C>
James W. Middagh Senior Vice President,
Boomtown, Inc. Operations, Boomtown, Inc.
Boomtown Hotel & Casino
Interstate 80/Garson Road
P.O. Box 399
Verdi, Nevada 89439
Mary J. Shick Senior Vice President,
Boomtown, Inc. Marketing, Boomtown, Inc.
Boomtown Hotel & Casino
Interstate 80/Garson Road
P.O. Box 399
Verdi, Nevada 89439
Donald E. Dixon Vice President, Human Resources,
Boomtown, Inc. Boomtown, Inc.
Boomtown Hotel & Casino
Interstate 80/Garson Road
P.O. Box 399
Verdi, Nevada 89439
Jerald R. Day Vice President, Gaming,
Boomtown, Inc. Boomtown, Inc.
Boomtown Hotel & Casino
Interstate 80/Garson Road
P.O. Box 399
Verdi, Nevada 89439
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