<PAGE>
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OMB APPROVAL
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OMB number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response... 14.90
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19 )*
-----
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).
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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
---------------------------
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. 19 )*
-----
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>
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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. 19 thereto. Capitalized terms used
herein and not otherwise defined have the meaning set forth in the Schedule 13D.
This Amendment No. 19 is being filed solely for the purpose of correcting a
typographical error in Item 4 of Amendment No. 18 to the Schedule 13D. This
Amendment No. 19 reports no new events.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by deleting in their entirety the seven paragraphs
added to Item 4 by Amendment No. 18, and replacing those paragraphs with 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 Mr. Hubbard. 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
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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 were
included as Exhibit 1 and Exhibit 2, respectively, to Amendment No. 18 and are
hereby incorporated herein by reference.
6
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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.
R.D. HUBBARD
May 15, 1996 /s/ R.D. Hubbard
- ------------------- --------------------------
Date R.D. Hubbard
7
