<PAGE>
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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. 10 )*
-----
HOLLYWOOD PARK, INC.
-------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 Par Value
---------------------------------------------------
(Title of Class of Securities)
436255103
-----------------------------------------
(CUSIP Number)
Joel M. Smith, LEOPOLD, PETRICH & SMITH
2049 Century Park East, #3110, Los Angeles, CA 90067 (310) 277-3333
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 20, 1997
-------------------------------------------------------
(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 filing 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 the
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
<PAGE>
Notes).
<PAGE>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 436255103 PAGE 2 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ORNEST FAMILY PARTNERSHIP
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (ORNEST FAMILY PARTNERSHIP is a "group" under (a) [_]
Exchange Act (S) 13(d)(3), but is not itself a (b) [_]
member of another group)
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 56,300
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
126,300
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 56,300
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
126,300
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
126,300
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 436255103 PAGE 3 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THE HARRY & RUTH ORNEST TRUST,
HARRY ORNEST AND RUTH ORNEST, TRUSTEE
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (The Harry & Ruth Ornest Trust, Harry Ornest (a) [X]
and Ruth Ornest, Trustee, holds a 60% interest in (b) [_]
the Ornest Family Partnership)
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
State of California
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 56,300
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
126,300
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 56,300
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
126,300
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
126,300
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1%
<PAGE>
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
OO
- ------------------------------------------------------------------------------
*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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 436255103 PAGE 4 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HARRY ORNEST
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (Harry Ornest, together with Ruth Ornest, is the (a) [X]
Trustee of the Harry and Ruth Ornest Trust, which (b) [_]
holds a 60% interest in the Ornest Family Partnership)
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
126,300
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
126,300
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
126,300 Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1%
<PAGE>
- ------------------------------------------------------------------------------
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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 436255103 PAGE 5 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RUTH ORNEST
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (Ruth Ornest, together with Harry Ornest, is the (a) [X]
Trustee of the Harry & Ruth Ornest Trust, which holds (b) [_]
a 60% interest in the Ornest Family Partnership)
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
Not Applicable
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
126,300
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
126,300
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
126,300 Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1%
<PAGE>
- ------------------------------------------------------------------------------
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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 436255103 PAGE 6 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MAURY ORNEST
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (MAURY ORNEST is a general partner of ORNEST FAMILY (a) [X]
PARTNERSHIP) (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (Unsecured promissory note)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 282,500
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
70,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 282,500
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
70,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
352,500
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2%
- ------------------------------------------------------------------------------
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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 436255103 PAGE 7 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL ORNEST
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (MICHAEL ORNEST is a general partner of ORNEST (a) [X]
FAMILY PARTNERSHIP) (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (Unsecured promissory note)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 289,593
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
70,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 289,593
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
70,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
359,593
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2%
- ------------------------------------------------------------------------------
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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 436255103 PAGE 8 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAURA ORNEST
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (LAURA ORNEST is a general partner of ORNEST (a) [X]
FAMILY PARTNERSHIP) (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (Unsecured promissory note)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 283,202
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
70,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 283,202
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
70,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
353,202
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2%
- ------------------------------------------------------------------------------
<PAGE>
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>
SCHEDULE 13D
- ----------------------- ---------------------
CUSIP NO. 436255103 PAGE 9 OF 16 PAGES
- ----------------------- ---------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CINDY ORNEST
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (CINDY ORNEST is a general partner of ORNEST (a) [X]
FAMILY PARTNERSHIP) (b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
00 (Unsecured promissory note)
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT [_]
5 TO ITEMS 2(d) or 2(e)
Not Applicable
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 282,702
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
70,000
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 282,702
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
70,000
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
352,702
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
Not Applicable
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
2%
- ------------------------------------------------------------------------------
<PAGE>
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 the Ornest Family Partnership, a California general partnership (the
"Partnership"), the Harry and Ruth Ornest Trust, Harry Ornest, Ruth Ornest,
Maury Ornest, Michael Ornest, Laura Ornest and Cindy Ornest with regard to
beneficial ownership of common stock, par value $.10 per share (the "Common
Stock") of Hollywood Park, Inc. (the "Company"), and constitutes Amendment No.
10 thereto. Pursuant to Rule 101(a)(2)(ii) promulgated under Regulation S-T, the
text of the Schedule 13D is restated herein (to the extent relevant).
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.10 per share (the
"Common Stock") of Hollywood Park, Inc. (the "Company"). The principal
executive offices of the Company are located at 1050 South Prairie Avenue,
Inglewood, California 90301.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) This Joint Statement is being filed by the following
general partnership and individuals (the "Reporting Persons").
The Ornest Family Partnership, a California general partnership (the
"Partnership"), whose address is 702 Trenton Drive, Beverly Hills, California
90210. The principal business of the Partnership is general investments,
including the acquisition and holding of real property and securities for
investment purposes.
The Harry and Ruth Ornest Trust, a California family trust, whose address
is 702 Trenton Drive, Beverly Hills, California 90210.
Harry Ornest, whose address is 702 Trenton Drive, Beverly Hills, California
90210. Mr. Ornest's present principal occupation is acting as a private
investor. Mr. Ornest is a United States citizen.
Ruth Ornest, whose address is 702 Trenton Drive, Beverly Hills, California
90210. Ms. Ornest is not currently employed. Ms. Ornest is a United States
citizen.
Maury Ornest, whose address is 356-358 South Reeves Drive, Beverly Hills,
California 90212. Mr. Ornest's present principal occupation is acting as a
private investor. Mr. Ornest is a United States citizen.
9
<PAGE>
Michael Ornest, whose address is 2222 Avenue of the Stars, Los Angeles,
California 90067. Mr. Ornest's present principal occupation is acting as a
private investor. Mr. Ornest is a United States citizen.
Laura Ornest, whose address is 249 South Lapeer Drive, Beverly Hills,
California 90212. Ms. Ornest's present principal occupation is acting as a
radio broadcast reporter and producer; KNX-AM Radio, Los Angeles, California.
Ms. Ornest is a United States citizen.
Cindy Ornest, whose address is 2222 Avenue of the Stars, Los Angeles,
California 90067. Ms. Ornest is currently a graduate student. Ms. Ornest is a
United States citizen.
The interest in the Partnership is held as follows:
60% by Harry Ornest and Ruth Ornest as Trustee of the Harry and Ruth
Ornest Trust
10% by Maury Ornest
10% by Michael Ornest
10% By Laura Ornest
10% by Cindy Ornest
(d) During the last five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons has been 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.
For all purchases previously reported on this Schedule 13D, the source of
funds was cash on hand of the Partnership except: (i) for the purchases reported
on Amendment 9 to Schedule 13D, each of Maury Ornest, Michael Ornest, Laura
Ornest and Cindy Ornest gave an unsecured promissory note to the Partnership in
the amount of $915,000; (ii) for the purchases reported on this Amendment No. 10
to Schedule 13D, each of Maury Ornest, Michael Ornest, Laura Ornest and Cindy
Ornest gave an unsecured promissory note to the Partnership in the amount of
$1,200,000.
10
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
All of the purchases reported on the Schedule 13D were made for general
investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement:/1/
The Partnership beneficially owns 126,300 shares of Common Stock (including
the 56,300 shares beneficially owned directly or indirectly by the Harry & Ruth
Ornest Family Trust, which controls the Partnership, and the 70,000 shares owned
by the Ornest Family Foundation ("Foundation")), representing less than 1% of
the outstanding shares of Common Stock of the Company.
(i) In its capacity as a General Partner (60%) of the Partnership, the
Harry & Ruth Ornest Family Trust also beneficially owns the 126,300 shares of
Common Stock (including the 56,300 shares directly owned by the Partnership and
the 70,000 shares owned by the Foundation), representing less than 1% of the
outstanding shares of Common Stock of the Company.
(ii) In his capacity as a Trustee of the Trust and of the Foundation,
Harry Ornest also beneficially owns the 126,300 shares of Common Stock
(including the 70,000 shares owned by the Foundation), representing less than 1%
of the outstanding shares of Common Stock of the Company.
(iii) In her capacity as Trustee of the Trust and of the Foundation,
Ruth Ornest also beneficially owns the 126,300 shares of Common Stock (including
the 70,000 shares owned by the Foundation), representing less than 1% of the
outstanding shares of Common Stock of the Company.
Maury Ornest beneficially owns 352,500 shares of Common Stock (including
12,500 shares that can be acquired upon conversion of the 15,000 Depositary
Shares owned by him), representing approximately 2% of the outstanding shares of
Common Stock of the Company.
- ---------------
/1/All percentages listed below are based on the 18,388,933 shares of
Common Stock outstanding as of May 20, 1997 as reported in the Company's
Joint Proxy Statement/Prospectus dated May 13, 1997.
11
<PAGE>
Michael Ornest beneficially owns 359,593 shares of Common Stock (including
12,500 shares that can be acquired upon conversion of the 15,000 Depositary
Shares owned by him), representing approximately 2% of the outstanding shares
of Common Stock of the Company.
Laura Ornest beneficially owns 353,202 shares of Common Stock (including
12,500 shares that can be acquired upon conversion of the 15,000 Depositary
Shares owned by her and the 70,000 shares owned by the Foundation), representing
approximately 2% of the outstanding shares of Common Stock of the Company.
Cindy Ornest beneficially owns 252,702 shares of Common Stock (including
12,500 shares that can be acquired upon conversion of the 15,000 Depositary
Shares owned by her and the 70,000 shares owned by the Foundation), representing
approximately 1.5% of the outstanding shares of Common Stock of the Company.
(b) As of the date of this Statement:
Harry Ornest shares the power with his wife, Ruth Ornest, as Trustee of the
Harry and Ruth Ornest Trust, to vote 60% of the interest in the Partnership,
which in turn has the power to vote and dispose of the 56,300 shares owned by
the Partnership. In addition, Harry Ornest, Ruth Ornest, Laura Ornest and Cindy
Ornest are trustees of the Foundation and have the power, as a Trustee, to vote
and/or dispose of the 70,000 shares of Common Stock held in the name of the
Foundation.
Maury Ornest has the sole power to vote and dispose of the 282,500 shares
of Common Stock that he beneficially owns in his own name.
Michael Ornest has the sole power to vote and dispose of the 289,593 shares
of Common Stock that he beneficially owns in his own name.
Laura Ornest has the sole power to vote and dispose of the 283,202 shares
of Common Stock that she beneficially owns in her own name.
Cindy Ornest has the sole power to vote and dispose of the 282,702 shares
of Common Stock that she beneficially owns in her own name.
(c) On May 20, 1997, in private transactions (the "Private Transactions")
the Partnership sold 120,000 shares of Common Stock to each of Maury Ornest,
Michael Ornest, Laura Ornest and Cindy Ornest (480,000 shares in total) at a
price of $10.00 per share. The price reflected a discount from the current
market price of a share of Common Stock because the shares were restricted.
(d) Not applicable
12
<PAGE>
(e) On May 20, 1997, each of the Reporting Persons ceased to be the
beneficial owner of at least five percent of the Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE COMPANY.
In connection with the Private Transactions, the Partnership entered into
an Agreement for Sale of Stock dated May 20, 1997 with each of Maury
Ornest, Michael Ornest, Laura Ornest and Cindy Ornest, copies of which are
attached as Exhibits 1, 2, 3 and 4 hereto and incorporated herein by reference.
Other than as set forth herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between any of the
Reporting Persons and any other person with respect to any securities of the
issuer, including but not limited to transfer or voting of any of the securities
of the Company, finder's fees, joint ventures, loan or option agreements, 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. Agreement for Sale of Stock dated May 20, 1997 between the
- --------- Ornest Family Partnership and Maury Ornest.
Exhibit 2. Agreement for Sale of Stock dated May 20, 1997 between the
- --------- Ornest Family Partnership and Michael Ornest.
Exhibit 3. Agreement for Sale of Stock dated May 20, 1997 between the
- --------- Ornest Family Partnership and Laura Ornest.
Exhibit 4. Agreement for Sale of Stock dated May 20, 1997 between the
- --------- Ornest Family Partnership and Cindy Ornest.
13
<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.
Date: September 22, 1997 /s/ Harry Ornest
-----------------------------
Harry Ornest
As Trustee of the Harry and Ruth Ornest Trust,
which holds a 60% General Partner interest in the
Ornest Family Partnership, Trustee of the Ornest
Family Foundation and Individually
Date: September 22, 1997 /s/ Ruth Ornest
-----------------------------
Ruth Ornest
As Trustee of the Harry and Ruth Ornest Trust,
which holds a 60% General Partner interest in the
Ornest Family Partnership, Trustee of the Ornest
Family Foundation and Individually
Date: September 22, 1997 /s/ Laura Ornest
------------------------------
Laura Ornest
As a 10% General Partner in the Ornest Family
Partnership and Individually
Date: September 22, 1997 /s/ Cindy Ornest
------------------------------
Cindy Ornest
As a 10% General Partner in the Ornest Family
Partnership and Individually
14
<PAGE>
Date: September 22, 1997 /s/ Michael Ornest
------------------------------
Michael Ornest
As a 10% General Partner in the Ornest Family
Partnership and Individually
Date: September 22, 1997 /s/ Maury Ornest
------------------------------
Maury Ornest
As a 10% General Partner in the Ornest Family
Partnership and Individually
15
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
<C> <S> <C>
Exhibit 1. Agreement for Sale of Stock dated May 20, 1997
- --------- between the Ornest Family Partnership and Maury Ornest.
Exhibit 2. Agreement for Sale of Stock dated May 20, 1997
- --------- between the Ornest Family Partnership and Michael Ornest.
Exhibit 3. Agreement for Sale of Stock dated May 20, 1997
- --------- between the Ornest Family Partnership and Laura Ornest.
Exhibit 4. Agreement for Sale of Stock dated May 20, 1997
- --------- between the Ornest Family Partnership and Cindy Ornest.
</TABLE>
16
<PAGE>
EXHIBIT 1
AGREEMENT FOR SALE OF STOCK
---------------------------
THIS AGREEMENT is entered into by and between the ORNEST FAMILY PARTNERSHIP, A
California General Partnership ("Seller") and MAURY ORNEST, an unmarried man
("Buyer") on this 20th day of May, 1997.
In consideration of the covenants and agreements as herein contained, the
parties agree as follows:
1. Concurrent herewith, Seller does hereby sell, transfer and assign 120,000
shares of common stock of HOLLYWOOD PARK, INC. (the "Corporation") to
Buyer.
2. As consideration for the purchase of the foregoing shares of stock, Buyer
agrees to pay to Seller the sum of $1,200,000, as evidenced by Buyer's
Promissory Note delivered concurrent herewith.
3. Seller warrants and represents that it owns all of the shares of stock
being sold pursuant to this Agreement free and clear of all claims, liens
and encumbrances.
4. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their heirs, assigns and successors in interest.
5. Buyer acknowledges that he is aware that Seller is an affiliate of the
Corporation and that the transfer of the shares of the Corporation's stock
being acquired may be limited by reason of such factor. Buyer agrees that
he shall not sell or otherwise transfer any shares of stock being acquired
in violation of any federal or state law relating to corporate securities
or any rules and regulations thereunder. Buyer agrees to notify Seller
prior to the sale of any of the shares of stock being acquired. If
requested by Seller, Buyer shall not sell any such shares until he delivers
to Seller an opinion of counsel to the effect that the sale of such shares
does not violate any federal or state securities laws or related rules or
regulations thereunder.
IN WITNESS WHEREOF, the parties do hereby execute this Agreement on the day and
year first above written.
ORNEST FAMILY PARTNERSHIP,
A California Partnership
By: /s/ Harry Ornest
---------------------------------------
HARRY ORNEST, Managing Partner
/s/ Maury Ornest
------------------------------------------
MAURY ORNEST, Buyer
<PAGE>
EXHIBIT 2
AGREEMENT FOR SALE OF STOCK
---------------------------
THIS AGREEMENT is entered into by and between the ORNEST FAMILY PARTNERSHIP, A
California General Partnership ("Seller") and MICHAEL ORNEST, an unmarried man
("Buyer") on this 20th day of May, 1997.
In consideration of the covenants and agreements as herein contained, the
parties agree as follows:
1. Concurrent herewith, Seller does hereby sell, transfer and assign 120,000
shares of common stock of HOLLYWOOD PARK, INC. (the "Corporation") to
Buyer.
2. As consideration for the purchase of the foregoing shares of stock, Buyer
agrees to pay to Seller the sum of $1,200,000, as evidenced by Buyer's
Promissory Note delivered concurrent herewith.
3. Seller warrants and represents that it owns all of the shares of stock
being sold pursuant to this Agreement free and clear of all claims, liens
and encumbrances.
4. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their heirs, assigns and successors in interest.
5. Buyer acknowledges that he is aware that Seller is an affiliate of the
Corporation and that the transfer of the shares of the Corporation's stock
being acquired may be limited by reason of such factor. Buyer agrees that
he shall not sell or otherwise transfer any shares of stock being acquired
in violation of any federal or state law relating to corporate securities
or any rules and regulations thereunder. Buyer agrees to notify Seller
prior to the sale of any of the shares of stock being acquired. If
requested by Seller, Buyer shall not sell any such shares until he delivers
to Seller an opinion of counsel to the effect that the sale of such shares
does not violate any federal or state securities laws or related rules or
regulations thereunder.
IN WITNESS WHEREOF, the parties do hereby execute this Agreement on the day and
year first above written.
ORNEST FAMILY PARTNERSHIP,
A California Partnership
By: /s/ Harry Ornest
--------------------------------------
HARRY ORNEST, Managing Partner
/s/ Michael Ornest
------------------------------------------
MICHAEL ORNEST, Buyer
<PAGE>
EXHIBIT 3
AGREEMENT FOR SALE OF STOCK
---------------------------
THIS AGREEMENT is entered into by and between the ORNEST FAMILY PARTNERSHIP, A
California General Partnership ("Seller") and LAURA ORNEST, an unmarried woman
("Buyer") on this 20th day of May, 1997.
In consideration of the covenants and agreements as herein contained, the
parties agree as follows:
1. Concurrent herewith, Seller does hereby sell, transfer and assign 120,000
shares of common stock of HOLLYWOOD PARK, INC. (the "Corporation") to
Buyer.
2. As consideration for the purchase of the foregoing shares of stock, Buyer
agrees to pay to Seller the sum of $1,200,000, as evidenced by Buyer's
Promissory Note delivered concurrent herewith.
3. Seller warrants and represents that it owns all of the shares of stock
being sold pursuant to this Agreement free and clear of all claims, liens
and encumbrances.
4. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their heirs, assigns and successors in interest.
5. Buyer acknowledges that she is aware that Seller is an affiliate of the
Corporation and that the transfer of the shares of the Corporation's stock
being acquired may be limited by reason of such factor. Buyer agrees that
she shall not sell or otherwise transfer any shares of stock being acquired
in violation of any federal or state law relating to corporate securities
or any rules and regulations thereunder. Buyer agrees to notify Seller
prior to the sale of any of the shares of stock being acquired. If
requested by Seller, Buyer shall not sell any such shares until she
delivers to Seller an opinion of counsel to the effect that the sale of
such shares does not violate any federal or state securities laws or
related rules or regulations thereunder.
IN WITNESS WHEREOF, the parties do hereby execute this Agreement on the day and
year first above written.
ORNEST FAMILY PARTNERSHIP,
A California Partnership
By: /s/ Harry Ornest
---------------------------------------
HARRY ORNEST, Managing Partner
/s/ Laura Ornest
------------------------------------------
LAURA ORNEST, Buyer
<PAGE>
EXHIBIT 4
AGREEMENT FOR SALE OF STOCK
---------------------------
THIS AGREEMENT is entered into by and between the ORNEST FAMILY PARTNERSHIP, A
California General Partnership ("Seller") and CINDY ORNEST, an unmarried woman
("Buyer") on this 20th day of May, 1997.
In consideration of the covenants and agreements as herein contained, the
parties agree as follows:
1. Concurrent herewith, Seller does hereby sell, transfer and assign 120,000
shares of common stock of HOLLYWOOD PARK, INC. (the "Corporation") to
Buyer.
2. As consideration for the purchase of the foregoing shares of stock, Buyer
agrees to pay to Seller the sum of $1,200,000, as evidenced by Buyer's
Promissory Note delivered concurrent herewith.
3. Seller warrants and represents that it owns all of the shares of stock
being sold pursuant to this Agreement free and clear of all claims, liens
and encumbrances.
4. This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their heirs, assigns and successors in interest.
5. Buyer acknowledges that she is aware that Seller is an affiliate of the
Corporation and that the transfer of the shares of the Corporation's stock
being acquired may be limited by reason of such factor. Buyer agrees that
she shall not sell or otherwise transfer any shares of stock being acquired
in violation of any federal or state law relating to corporate securities
or any rules and regulations thereunder. Buyer agrees to notify Seller
prior to the sale of any of the shares of stock being acquired. If
requested by Seller, Buyer shall not sell any such shares until she
delivers to Seller an opinion of counsel to the effect that the sale of
such shares does not violate any federal or state securities laws or
related rules or regulations thereunder.
IN WITNESS WHEREOF, the parties do hereby execute this Agreement on the day and
year first above written.
ORNEST FAMILY PARTNERSHIP,
A California Partnership
By: /s/ Harry Ornest
---------------------------------------
HARRY ORNEST, Managing Partner
/s/ Cindy Ornest
------------------------------------------
CINDY ORNEST, Buyer
