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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): March 19, 1996
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Hollywood Park, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10619 95-3667491
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
1050 South Prairie Avenue, Inglewood, California 90301
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(Address of Principal Executive Offices and Zip Code)
Registrant's telephone number, including area code: (310) 419-1500
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 19, 1996, Hollywood Park, Inc. (the "Registrant") and Boomtown,
Inc., a Delaware corporation ("Boomtown") executed a letter of intent relating
to the strategic combination of the Registrant with Boomtown by way of a merger
with a wholly-owned subsidiary of the Registrant (the "Merger"), with Boomtown
becoming a wholly-owned subsidiary of the Registrant. The description of the
terms of the letter of intent set forth below do not purport to be a complete
statement of the parties' rights and obligations, and is qualified in its
entirety by reference to the letter of intent, which is attached as Exhibit 10.1
hereto and the contents of which are incorporated herein by reference. Certain
additional matters relating to the Merger are more fully described in the
parties' joint press release dated March 20, 1996, which is attached as Exhibit
99 hereto and the contents of which are also hereby incorporated herein by
reference.
The letter of intent contemplates the conversion of all outstanding
shares of common stock of Boomtown into shares of common stock of the
Registrant, based upon an exchange ratio of 0.625 shares of the Registrant's
common stock for each share of Boomtown's common stock (the "Exchange Ratio").
The letter of intent also contemplates that four members of Boomtown's
Board of Directors would be added to the Registrant's Board of Directors, and
that such former Boomtown directors would be nominated by the Registrant for re-
election to the Board for at least the first three annual stockholders meetings
following the Merger. The Registrant's Board would have no more than eleven
members during such three-year period, and the Executive Committee would be
comprised of five persons, two of whom would be nominated by Boomtown.
The letter of intent further contemplates that the parties will
negotiate and execute a definitive merger agreement which will contain customary
representations and warranties, and which will provide for reciprocal "no-shop"
obligations (subject to each Board's fiduciary duties) and for a break fee of
Five Million Dollars payable by either party under certain conditions.
The consummation of the Merger is subject to, among other things, (i)
negotiation and execution of the definitive merger agreement, (ii) approval by
the respective stockholders and Boards of Directors of the Registrant and
Boomtown, (iii) receipt of "fairness opinions" from the respective investment
bankers representing the Registrant and Boomtown, (iv) receipt of requisite
regulatory approvals and gaming licenses, (v) availability of sufficient
financing to fund future gaming projects and to fund the repurchase of
Boomtown's outstanding notes if put to Boomtown by the holders as a consequence
of the Merger, and (vi) the execution of certain employment agreements with the
officers of Boomtown. Subject to satisfaction of such conditions, the parties
currently
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anticipate working toward a consummation of the Merger by December 31, 1996, but
in no event later than June 30, 1997.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following are furnished as exhibits to this report:
10.1 Letter of Intent, dated March 19, 1996, between
Hollywood Park, Inc. and Boomtown, Inc.
99 Joint Press Release issued on March 20, 1996, by
Hollywood Park, Inc. and Boomtown, 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 hereunto duly authorized.
Hollywood Park, Inc.
By: /s/ G. Michael Finnigan
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G. Michael Finnigan
Executive Vice President and
Chief Financial Officer
Date: March 22, 1996
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INDEX OF EXHIBITS
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<CAPTION>
Exhibit No. Description Page No.
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10.1 Letter of Intent, dated March 19, 1996, between Hollywood
Park, Inc. and Boomtown, Inc. 6
99 Joint Press Release issued on March 20, 1996, by Hollywood
Park, Inc. and Boomtown, Inc. 11
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EXHIBIT 10.1
Hollywood Park
Executive Offices
March 19, 1996
Timothy J. Parrott
Chairman and CEO
Boomtown, Inc.
I-80 at Boomtown Exit
Verdi, NV 89439
Dear Mr. Parrott:
This letter of intent sets forth the basic terms and conditions relating
to the strategic combination of Boomtown, Inc. ("Boomtown") and Hollywood Park,
Inc. ("HPI") pursuant to a statutory merger (the "Merger") in which a wholly
owned subsidiary of HPI would be merged with and into Boomtown as a result of
which Boomtown would become a wholly owned subsidiary of HPI. The parties
intend that the Merger would qualify as a tax-free reorganization under Section
368 of the Internal Revenue Code of 1986, as amended.
1. Merger Exchange Ratio.
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Each share of Boomtown Common Stock would be converted into .625 of a
share of HPI Common Stock (the "Exchange Ratio").
2. Board Representation and Executive Committee.
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Four members of Boomtown's Board of Directors would be added to HPI's
Board of Directors and such former Boomtown directors would be nominated
by HPI for re-election to the Board for at least the first three annual
stockholders meetings following the Merger. HPI's Board would have no
more than eleven representatives during such three-year period (except
in the event that the holders of HPI Preferred Stock exercise their
right to nominate up to two nominees on the Board). The Executive
Committee would be comprised of five persons, two of whom would be
nominated by Boomtown. The initial Boomtown representatives shall be
Timothy Parrott and Richard Goeglein. In the event either or both of
Messrs. Parrott or Goeglein are unable to serve on the Executive
Committee, the remaining Boomtown representatives on the Board shall
select the new Boomtown representatives to the Executive Committee. The
officers of Boomtown would
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Timothy J. Parrott
March 19, 1996
continue as such pursuant to mutually agreeable amended and restated
employment agreements.
3. Merger Agreement.
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The Merger Agreement would contain representations, warranties and other
provisions customary in transactions of this type. All representations,
warranties, covenants and indemnities would terminate on the effective
date of the Merger, except as expressly provided to the contrary (e.g.
Board representation and the like).
4. Options.
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The Merger Agreement would provide that all outstanding Boomtown options
would be converted into options to acquire HPI Common Stock such that
(i) the exercise price of each option would be equal to Boomtown's per
share market price on the date preceding the announcement of the Merger
divided by the Exchange Ratio, and (ii) the shares subject to each
option would be equal to the number of shares immediately prior to the
Merger multiplied by the Exchange Ratio. The Merger Agreement would
also provide that all outstanding HPI options would be repriced such
that the exercise price of each option would be equal to HPI's per share
market price on the date preceding the announcement of the Merger.
5. Securities Law Matters.
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The HPI Common Stock to be issued in the Merger would be registered on a
Form S-4 registration statement and listed on the NASDAQ National Market
System.
6. Conditions.
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Consummation of the Merger would be subject to the satisfaction of the
following conditions, among others:
(a) the negotiation and execution of a definitive merger agreement,
containing representations, warranties, covenants, conditions and
indemnification provisions customary for transactions of this nature and
which are satisfactory in form and substance to both parties;
(b) the obtaining of all required governmental and regulatory consents
or approvals with respect to the Merger (including without limitation
the Hart/Scott/Rodino Act) and the licensing of HPI's
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Timothy J. Parrott
March 19, 1996
executive officers with the Gaming Commissions in Nevada, Mississippi,
Louisiana, Indiana (if required) and any other required jurisdiction;
(c) approval of the definitive Merger Agreement by the Board of
Directors and stockholders of both Boomtown and HPI and receipt of
"fairness" opinions from the respective investment bankers representing
Boomtown and HPI;
(d) there being no legislation adopted (or having a reasonable
likelihood of being adopted) in California that would prohibit the
ownership of the combined company;
(e) the availability of sufficient financing to fund the repurchase of
Boomtown's outstanding debentures if put to Boomtown by the holders
thereof in accordance with the terms of Boomtown's Indenture and to fund
up to a mutually agreeable dollar amount for future gaming projects;
(f) no material adverse change in the business, financial condition,
results of operations or properties of either party after the execution
of a definitive agreement; and
(g) the execution by Boomtown of the amended and restated employment
agreements with the officers of Boomtown (Boomtown's condition only).
7. No Shop.
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The Merger Agreement would contain reciprocal "no shop" provisions
subject to each Board's fiduciary duty and would provide for a breakup
fee of $5 million payable by either Boomtown or HPI under certain
limited circumstances (including termination by Boomtown upon receipt by
Boomtown of a superior offer).
8. Closing.
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The parties intend to work diligently and in good faith toward the
negotiation and execution of a definitive merger agreement. Execution
of any definitive agreement would be subject, among other things, to the
satisfactory completion of legal, accounting and business due diligence
by both Boomtown and HPI in their sole discretion. Following execution
of a definitive
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Timothy J. Parrott
March 19, 1996
agreement, if any, the parties would work toward consummation of the
transactions by December 31, 1996, but in no event later than June 30,
1997.
9. Publicity.
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HPI and Boomtown will issue a joint press release relating to the terms
of this letter of intent and shall cooperate in conjunction with any
other public disclosure of the matters contemplated hereby. The parties
acknowledge that they are bound by the terms of a Confidentiality
Agreement executed by them, dated February 27, 1996.
10. Expenses.
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Each party will be responsible for its own expenses in connection with
all matters relating to the transaction. If for any reason this
proposed transaction shall not be consummated, neither party will be
responsible for any of the other's expenses except as provided in the
definitive merger agreement. Each party will indemnify, defend and hold
harmless the other against the claims of any brokers or finders claiming
by, through or under the indemnifying party.
11. Binding Nature.
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Except for matters set forth in paragraphs 9 (publicity,
confidentiality), 10 (expenses, brokers) and this paragraph 11, this
letter does not create and will not be deemed to be a binding, legal
obligation among the parties for any reason but merely represents the
present good faith intention of the parties.
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Timothy J. Parrott
March 19, 1996
12. Counterparts.
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This letter of intent may be executed in counterparts.
Your signature below shall confirm your agreement with the foregoing
letter of intent.
Very truly yours,
HOLLYWOOD PARK, INC.
By: /s/ G. Michael Finnigan
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Name: G. Michael Finnigan
Title: Chief Financial Officer
AGREED TO AND ACCEPTED THIS
19th day of March, 1996
BOOMTOWN, INC.
By: /s/ Timothy J. Parrott
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Name: Timothy J. Parrott
Title: Chairman and Chief Executive Officer
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EXHIBIT 99
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HOLLYWOOD PARK, INC. BOOMTOWN, INC.
1050 South Prairie Avenue P.O. Box 399
Inglewood, CA 90301 Verdi, NV 89439
TRADED: NASDAQ: HPRK TRADED: NASDAQ: BMTN
AT HOLLYWOOD PARK, INC. AT BOOMTOWN, INC.
R.D. Hubbard, Chairman & CEO Timothy J. Parrott
G. Michael Finnigan, CFO & Chairman & CEO
President, Sports and Entertainment (702) 345-8680
(310) 419-1539
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AT THE FINANCIAL RELATIONS BOARD
Jody Martin Steve Seiler Kathy Brunson Sue Dooley
General Information Media Contact Investor Contact Investor Contact
11611 San Vicente Blvd., #700 11611 San Vicente Blvd., #700 875 N. Michigan, #2250 180 Montgomery, #1050
Los Angeles, CA 90049 Los Angeles, CA 90049 Chicago, IL 60611 San Francisco, CA 94104
(310) 442-0599 (310) 442-0599 (312) 266-7800 (415) 986-1591
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FOR IMMEDIATE RELEASE
Wednesday, March 20, 1996
HOLLYWOOD PARK, INC. AND BOOMTOWN, INC. ANNOUNCE MERGER PLAN
MERGER CREATES DIVERSE GAMING, SPORTS AND ENTERTAINMENT
COMPANY WITH OPERATIONS IN SIX STATES
Inglewood, California, March 20, 1996 -- Hollywood Park, Inc. (Nasdaq: HPRK) and
Reno, Nevada-based Boomtown, Inc. (Nasdaq: BMTN) today announced that they have
entered into a Letter of Intent providing for the merger of Hollywood Park and
Boomtown. If completed, this merger will result in Boomtown becoming a wholly-
owned subsidiary of Hollywood Park, and will expand and diversify the merged
Company's entertainment, sports and gaming operations to six states.
Under the terms of the agreement, each share of Boomtown common stock will
be converted into .625 shares of Hollywood Park common stock. The agreement
additionally stipulates that, upon completion of the merger, the Company's 11-
member Board of Directors will include four members of Boomtown's current Board
of Directors.
Completion of the merger is subject to the negotiation and execution of a
definitive merger agreement, approvals from the Boards of Directors of both
companies, as well as stockholder and regulatory approvals, among other
contingencies. The transaction is expected to close in the fourth quarter of
this year.
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The combined Company will have five operating casinos -- the Hollywood
Park -Casino in California, Boomtown's Las Vegas and Reno casinos in Nevada, its
Biloxi dockside casino in Mississippi, and the Westbank riverboat casino in
Louisiana -- in addition to three race tracks -- the Company's flagship
Hollywood Park Race Track in California, site of the 1997 Breeders' Cup/(R)/,
Turf Paradise in Arizona and The Woodlands in Kansas. The Company will also be
landlord for two additional California-based card club casinos expected to open
in late 1996.
About the transaction, R.D. Hubbard, Chief Executive Officer of Hollywood
Park, stated, "This merger will be a landmark step in furthering our goal of
making Hollywood Park a leading national gaming, sports and entertainment
company and will afford our shareholders many benefits. Our goal is to combine
two highly recognized entities into one stronger Company that has extensive
expansion opportunities and management depth, particularly in the areas of
marketing, corporate development and gaming operations management."
"From a financial perspective, we are combining Hollywood Park's strong
balance sheet with Boomtown's earnings potential," Mr. Hubbard added. "The
diverse group of entertainment, sports and gaming properties and the synergy
resulting from this merger are expected to give us greater access to capital for
further expansion, including increasing room capacity at Boomtown's Reno
property and additional property amenities at the New Orleans location. We will
also be able to lower Boomtown's financing costs with an overall lower cost of
capital."
"The new Company will continue to pursue an active growth strategy," said
Timothy J. Parrott, Chairman and Chief Executive Officer of Boomtown. "We
believe this merger, when completed, will immediately allow us to begin planned
expansion projects at our existing Boomtown properties, while it also enables us
to participate in new ventures, such as our proposed joint venture with Hilton
in Indiana. Additionally, we see an opportunity to encourage increased patronage
at Boomtown's Nevada-based casino operations and Hollywood Park's California-
based casino and racing operations through cross-marketing programs that take
advantage of our compatible customer bases."
Boomtown, Inc. is a gaming and entertainment Company that operates four
highly themed "old west" casinos in the diverse gaming markets of Reno and Las
Vegas, Nevada; Biloxi, Mississippi; and a riverboat operation in New Orleans,
Louisiana.
Hollywood Park, Inc., headquartered in Inglewood, California, is a gaming
and entertainment holding company which owns and operates: the Hollywood Park
Race Track, one of America's premier thoroughbred racing facilities; The
Woodlands, a leading greyhound and thoroughbred racing facility located in
Kansas City, Kansas; Turf Paradise, Inc., a premier thoroughbred racing facility
in Phoenix, Arizona; and the Hollywood Park - Casino, one of California's finest
card club casinos. Hollywood Park owns other attractions located on 380 acres
near Los Angeles International Airport.
For more information on Hollywood Park, Inc. via facsimile at no cost, call
1-800-PRO-INFO and dial company code 043.
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