<PAGE>
---------------------------
OMB APPROVAL
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OMB number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response... 14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18 )*
-----
Hollywood Park, Inc.
-------------------------------------------------------------
(Name of Issuer)
Common Stock par value $.10 per share
---------------------------------------------------
(Title of Class of Securities)
436255103
-----------------------------------------
(CUSIP Number)
Alvin G. Segel
Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900
Los Angeles, California 90067 (310) 277-1010
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 23, 1996
-------------------------------------------------------------
(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 this statement [_]. (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 five percent or less 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 in 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).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 436255103 13D PAGE 2 OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.D. Hubbard
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
2,619,820 shares of Common Stock
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 2,619,820 shares of Common Stock
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
2,619,820 shares of Common Stock
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
13.8%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
---------------------------
OMB APPROVAL
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OMB number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response... 14.90
---------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 18 )*
-----
Hollywood Park, Inc.
-------------------------------------------------------------
(Name of Issuer)
Depositary Shares (each representing 1/100th
of a share of $70 Convertible Preferred Stock
---------------------------------------------------
(Title of Class of Securities)
436255301 (Convertible Preferred Stock: 436255202)
--------------------------------------------------
(CUSIP Number)
Alvin G. Segel, Esq.
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900, Los Angeles, CA 90067
(310) 277-1010
-------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 23, 1996
-------------------------------------------------------------
(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 this statement [_]. (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 five percent or less 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 in 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).
<PAGE>
- ----------------------- ---------------------
CUSIP NO. 436255301 13D PAGE 4 OF PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R.D. Hubbard
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [X]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [_]
5
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 600,000 Depositary Shares (6,000 Shares of $70
Convertible Preferred Stock)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 600,000 Depositary Shares (6,000 Shares of $70
Convertible Preferred Stock)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
600,000 Depositary Shares (6,000 Shares of $70
Convertible Preferred Stock)
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
24.0%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
This Statement relates to the Schedule 13D, as amended (the "Schedule 13D")
filed by Mr. R.D. Hubbard with regard to beneficial ownership of common stock,
par value $.10 per share (the "Common Stock"), and of depositary shares (the
"Depositary Shares"), each representing 1/100th of a share of $70.00 Convertible
Preferred Stock (the "Preferred Stock"), of Hollywood Park, Inc. (the
"Company"), and constitutes Amendment No. 18 thereto. Capitalized terms used
herein and not otherwise defined have the meaning set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding the following:
On April 23, 1996, Mr. Hubbard entered into a Voting Agreement (the "Voting
Agreement") with Boomtown, Inc., a Delaware corporation ("Boomtown") with
respect to the 2,119,840 shares (the "Shares") of Common Stock of the Company
owned by Dr. Singleton. The Shares represent approximately 11.5% of the issued
and outstanding shares of Common Stock of the Company (as reported in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995). The Voting Agreement was entered into in connection with the Agreement
and Plan of Merger (the "Merger Agreement") among the Company, HP Acquisition,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("HP
Acquisition"), and Boomtown relating to the strategic combination of the Company
and Boomtown. Pursuant to the Merger Agreement and subject to the terms and
conditions set forth therein, HP Acquisition will merge into Boomtown (the
"Merger"), whereupon Boomtown will become a wholly-owned subsidiary of the
Company. At the Effective Date (as defined in the Merger Agreement) of the
Merger, each issued and outstanding share of common stock, par value $.01 per
share, of Boomtown will be converted into the right to receive 0.625 shares of
Common Stock.
The Merger Agreement provides that at the Effective Date, the Board of
Directors of the Company will consist of eleven members, seven Company directors
and four members of Boomtown's Board of Directors, and that such former Boomtown
directors would be nominated by the Company for re-election to the Board for at
least the first three annual stockholders meetings following the Merger.
In the Voting Agreement, Mr. Hubbard agreed, among other things, to vote
the Shares (i) in favor of the Merger, the Share Issuance Proposal (as defined
in the Merger Agreement) and any matter that could reasonably be expected to
facilitate the Merger and (ii) against approval or adoption of any proposal made
in opposition to consummation of the Merger or which would prevent the
consummation of the Merger. Mr. Hubbard also agreed not to transfer, sell,
exchange, pledge or otherwise dispose of
5
<PAGE>
or encumber any of the Shares, unless the proposed transferee or assignee of the
Shares has executed and delivered to Boomtown a Voting Agreement and Irrevocable
Proxy substantially identical to the Voting Agreement and the proxy attached
thereto.
The Voting Agreement expressly states that nothing contained therein is
intended to restrict Mr. Hubbard from voting on any matter, or otherwise from
acting, in his capacity as a director of the Company with respect to any matter.
Concurrently with the execution of the Voting Agreement, Mr. Hubbard agrees
to, and did, deliver to Boomtown a proxy with respect to the Shares in the form
attached to the Voting Agreement as Exhibit A (the "Proxy"), which is
---------
irrevocable to the fullest extent provided by law.
The Voting Agreement and the Proxy terminate on the earlier of (the
"Termination Date") (i) the Effective Date (as defined in the Merger Agreement),
(ii) at any time upon written notice by Boomtown to Mr. 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 foregoing descriptions of the Voting Agreement and the Proxy are
qualified in their entirety by reference to such documents, copies of which are
included herein as Exhibit 1 and Exhibit 2, respectively, and incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(b) is hereby amended and restated to read in its entirety as
follows:
Except as provided in the Voting Agreement and the Proxy, Mr. Hubbard has
sole voting and dispositive powers with respect to the 2,119,840 Shares he owns
and the 600,000 Depositary Shares of which he has or may be deemed to have
beneficial ownership.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
Item 6 is hereby amended and restated to read in its entirety as follows:
Except for the Voting Agreement and the Proxy, Mr. Hubbard does not have
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
including, but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option
6
<PAGE>
arrangements, put or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Voting Agreement, dated as of April 23, 1996, by and between
- ---------
Boomtown, Inc. and R.D. Hubbard (including Annex A: Form of
Irrevocable Proxy).
Exhibit 2. Irrevocable Proxy dated April 23, 1996.
- ---------
7
<PAGE>
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.
R.D. HUBBARD
May 7, 1996 /s/ R.D. Hubbard
- ------------------- --------------------------
Date R.D. Hubbard
8
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
Exhibit 1. Voting Agreement, dated as of April 23, 1996, by and between
- --------- Boomtown, Inc. and R.D. Hubbard (including Annex A: Form of
Irrevocable Proxy).
Exhibit 2. Irrevocable Proxy dated April 23, 1996.
- ---------
9
<PAGE>
EXHIBIT 1
VOTING AGREEMENT
This VOTING AGREEMENT (this "Agreement"), dated as of April 23, 1996, is
entered into by and among Boomtown, Inc., a Delaware corporation (the
"Company"), on the one hand, and R.D. Hubbard, in his capacity as a stockholder
("Stockholder") of Hollywood Park, Inc., a Delaware corporation (the "Parent"),
on the other hand.
WHEREAS, concurrently herewith, Parent, HP Acquisition, Inc., a Delaware
corporation and wholly owned subsidiary of Parent ("Sub"), and the Company are
entering into an Agreement and Plan of Merger (the "Merger Agreement";
capitalized terms used without definition herein having the meanings ascribed
thereto in the Merger Agreement);
WHEREAS, Stockholder is as of the date hereof the beneficial owner of the
number of shares of Parent Common Stock (collectively, the "Proxy Shares") set
forth on Schedule 1 to this Agreement;
WHEREAS, the approval by Parent's stockholders of the issuance of Parent
Common Stock pursuant to (a) the Merger, (b) the Company stock options to be
assumed by Parent in the Merger and (c) any warrants of the Company or other
rights to acquire Company Common Stock which may become exercisable for shares
of Parent Common Stock, is a condition to the consummation of the Merger
(collectively, the "Share Issuance Proposal");
WHEREAS, as a condition to its entering into the Merger Agreement, the
Company has required that Stockholder agree, and Stockholder has agreed, to
enter into this Agreement; and
WHEREAS, the Board of Directors of Parent has approved the Merger
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:
Section 1. Agreement to Vote Shares. At every meeting of the
------------------------
stockholders of Parent called with respect to any of the following, and at every
adjournment thereof, and on every action or approval by written consent of the
stockholders of Parent with respect to any of the following, Stockholder shall
vote the Proxy Shares: (i) in favor of approval of the Share Issuance Proposal
and any matter that could reasonably be expected to facilitate the Merger and
(ii) against approval or adoption of any proposal made in opposition to
consummation of the Merger or which would prevent the consummation of the Merger
(each of the foregoing is hereinafter referred to as an "Opposing Proposal").
Subject to the provisions of Section 5 below, Stockholder agrees to use his
reasonable best efforts to cause the stockholders of Parent to approve the Share
Issuance Proposal and Stockholder shall not, directly or indirectly, solicit or
encourage any Acquisition Proposal concerning Parent from any other party or any
Alternative Transaction involving Parent. Stockholder agrees not to grant any
proxies or enter into any voting agreement or arrangement inconsistent with this
Agreement or the Proxy (as defined herein).
<PAGE>
Section 2. Irrevocable Proxy. Concurrently with the execution of this
-----------------
Agreement, Stockholder agrees to deliver to the Company a proxy in the form
attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the
---------
fullest extent provided by law, with the total number of shares of capital stock
of Parent beneficially owned by the Stockholder set forth therein.
Section 3. Representations and Warranties of Stockholder. Stockholder
---------------------------------------------
hereby represents and warrants to the Company that:
a. This Agreement has been duly executed and delivered by Stockholder
and is the legal, valid and binding obligation of Stockholder.
b. No consent of any court, governmental authority, beneficiary, co-
trustee or other person is necessary for the execution, delivery and
performance of this Agreement by Stockholder.
c. The Proxy Shares of Stockholder have been duly authorized and
validly issued, and are fully paid and nonassessable. The Proxy Shares are
owned by Stockholder free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind, other than this
Agreement.
Section 4. Covenants of the Holder. Stockholder hereby agrees and
-----------------------
covenants that:
a. Prior to the Termination Date and subject to the provisions of
Section 5 below, he will not, and will not permit any entity under his
control, to: (i) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the
Exchange Act) with respect to an Opposing Proposal or otherwise encourage
or assist any party in taking or planning any action that would prevent the
timely consummation of the Merger in accordance with the terms of the
Merger Agreement; (ii) initiate a stockholders' vote or action by written
consent of Parent's stockholders with respect to an Opposing Proposal; or
(iii) become a member of a "group" (as such term is used in Section 13(d)
of the Exchange Act) with respect to any voting securities of Parent with
respect to an Opposing Proposal.
b. Stockholder agrees not to transfer, sell, exchange, pledge or
otherwise dispose of or encumber any of the Proxy Shares or make any offer
or agreement relating thereto at any time prior to earlier of the
termination of this Agreement pursuant to the terms hereof or the approval
of the Share Issuance Proposal by the Parent stockholders, unless the
proposed transferee or assignee of the Proxy Shares has executed and
delivered to the Company a Voting Agreement and Irrevocable Proxy
substantially identical to this Agreement and the attached Proxy.
c. Stockholder agrees that any shares of capital stock of Parent
(including the Parent Common Stock) that Stockholder purchases or with
respect to which Stockholder otherwise acquires beneficial ownership after
the date of this Agreement
-2-
<PAGE>
and prior to the termination of this Agreement pursuant to the terms hereof
shall be considered "Proxy Shares" and subject to each of the terms and
conditions of this Agreement.
Section 5. Limitation on Voting Power. It is expressly understood and
--------------------------
acknowledged by the parties hereto that nothing contained herein is intended to
restrict the Stockholder from voting on any matter, or otherwise from acting, in
the Stockholder's capacity as a director of Parent with respect to any matter.
Section 6. Adjustment Upon Changes in Capitalization. In the event of
-----------------------------------------
any change in the Parent Common Stock by reason of stock dividends, split-ups,
recapitalizations, combinations, exchanges of shares or the like, the number of
Proxy Shares shall be adjusted appropriately.
Section 7. Assignment. This Agreement shall not be assignable by any
----------
party hereto without the prior written consent of the other parties.
Section 8. Notices. All notices and other communications hereunder shall
-------
be in writing and shall be deemed to have been duly given (and shall be deemed
to have been duly received if so given) if personally delivered or sent by
facsimile, or registered or certified mail, postage prepaid, addressed to the
respective parties as follows:
If to the Company:
Boomtown, Inc.
P.O. Box 399
Verdi, Nevada 89439-0399
Attention: Timothy J. Parrott
Telecopier No.
with a copy to:
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304-1050
Attention: John V. Roos, Esq.
Telecopier No. (415) 496-4006
If to Stockholder:
R.D. Hubbard
Hollywood Park, Inc.
1050 South Prairie Avenue
Inglewood, California 90301
Telecopier No.
with a copy to:
-3-
<PAGE>
Irell & Manella LLP
1800 Avenue of the Stars, Suite 900
Los Angeles, California 90067
Attention: Alvin G. Segel, Esq.
Telecopier No. (310) 203-7199
or to such other address as any party may have furnished to the other parties in
writing in accordance herewith, except that notices of changes of address shall
be effective only upon receipt.
Section 9. Specific Performance. The parties hereto agree that
--------------------
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the United
States or any state thereof having jurisdiction, this being in addition to any
other remedy to which they are entitled at law or in equity.
Section 10. Amendment. This Agreement may not be amended, except by an
---------
instrument in writing signed on behalf of each of the parties hereto.
Section 11. Governing Law. This Agreement and all disputes hereunder
-------------
shall be governed by and construed and enforced in accordance with the internal
laws of the State of Delaware without regard to principles of conflicts of law.
Section 12. Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
Section 13. Termination. This Agreement shall terminate on the earlier of
-----------
(the "Termination Date") (i) the Effective Date (as such term is defined in the
Merger Agreement), (ii) at any time upon written notice by the Company to
Stockholder terminating this Agreement, (iii) upon the action by Parent's Board
of Directors to withdraw or modify or change, in a manner adverse to the
Company, 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.
-4-
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.
BOOMTOWN, INC.
By:
-----------------------------------
Name:
Title:
"STOCKHOLDER"
/s/ R.D. Hubbard
---------------------------------------
R.D. Hubbard
-5-
<PAGE>
SCHEDULE 1
Number of
Stockholder Shares
- ----------- ---------
R.D. Hubbard 2,119,840
-6-
<PAGE>
EXHIBIT 2
IRREVOCABLE PROXY
The undersigned stockholder of Hollywood Park, Inc., a Delaware corporation
(the "Parent"), hereby irrevocably appoints Boomtown, Inc., a Delaware
corporation (the "Company"), the attorney-in-fact and proxy of the undersigned,
with full power of substitution, with respect to shares of Common Stock, $.10
par value per share, of Parent owned of record or beneficially by the
undersigned (the "Shares") with respect to the matters specified below. Upon
the execution hereof, all prior proxies given by the undersigned or its nominee
with respect to the Shares are hereby revoked and no subsequent proxies will be
given. This Proxy is irrevocable (to the extent permitted under Delaware law),
and coupled with an interest and is granted in consideration of Parent and the
Company entering into the Agreement and Plan of Merger dated as of April 23,
1996 among Parent, HP Acquisition, Inc. and the Company (the "Merger
Agreement"). The attorney and proxy named above will be empowered at any time
prior to the earliest of (i) the effectiveness of the Merger as defined in the
Merger Agreement, (ii) notice from the Company that the Company elects to
terminate this Proxy or (iii) the termination of the Voting Agreement dated as
of April 23, 1996 between the Company and the undersigned in accordance with its
terms, to exercise all voting and other rights to the extent specified in the
succeeding paragraph. Upon the occurrence of the earliest of the foregoing
events described in clauses (i), (ii), or (iii) above, this Proxy shall expire
and be of no further force or effect.
The attorney and proxy named above may only exercise this proxy to vote the
Shares subject hereto at any annual, special or other meeting of the holders of
capital stock of Parent and any adjournments thereof (including, without
limitation, the power to execute and deliver written consents with respect to
the Shares) in favor of approval of (x) the issuance of Parent Common Stock
pursuant to (a) the Merger, (b) the Company stock options to be assumed by
Parent in the Merger and (c) any warrants of the Company or other rights to
acquire Company Common Stock which may become exercisable for shares of Parent
Common Stock and (y) any matter that could reasonably be expected to facilitate
the Merger, and against any proposal made in opposition to or which would
prevent the consummation of the Merger, and may not exercise this Proxy on any
other matters. The undersigned stockholder may vote the Shares on all other
matters. The undersigned will, upon request, execute and deliver any additional
documents deemed by the above-named attorney-in-fact and proxy to be necessary
or desirable to effect the irrevocable proxy created hereby.
Any obligation of the undersigned shall be binding upon the successors and
assigns of the undersigned.
/s/ R.D. Hubbard
----------------------------------------------
R.D. Hubbard
Shares of Parent Common Stock Owned: 2,119,840
