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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HOLLYWOOD PARK, INC.
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(Exact name of registrant as specified in its charter)
Delaware 95-3667491
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1050 South Prairie Avenue, Inglewood, California 90301
(Address of principal executive offices) (Zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Common Stock, par value $.10 New York Stock Exchange
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration
Section 12(b) of the Exchange Act of a class of securities
and is effective pursuant to General pursuant toSection 12(g) of
Instruction A.(c), check the following the Exchange Act and is
box. [X] effective pursuant to
General Instruction A.(d),
check the following box.
[ ]
Securities Act registration statement file number to
which this form relates: N/A
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The capital stock of Hollywood Park, Inc., a Delaware corporation (the
"Company" or "Registrant"), to be registered on the New York Stock Exchange is
the Company's common stock, par value $.10 per share ("Common Stock").
The authorized capital stock of the Company consists of 40,000,000 shares
of Common Stock and 250,000 shares of preferred stock, par value $1.00 per share
("Preferred Stock").
COMMON STOCK
The holders of the Common Stock are entitled to one vote for each share of
the Common Stock on all matters voted on by stockholders of the Company,
including elections of directors and, except as otherwise required by law or
provided in any resolution adopted by the Company's Board of Directors with
respect to any series of Preferred Stock, the holders of the Common Stock
exclusively possess all voting power. Subject to any preferential rights of any
outstanding series of Preferred Stock designated by the Board of Directors from
time to time, the holders of the Common Stock are entitled to dividends from the
funds legally available therefor, and upon liquidation are entitled to receive
pro rata all assets of the Company available for distribution to such holders
after distribution in full of the preferential amount to be distributed to
holders of shares of Preferred Stock. All outstanding shares of the Common
Stock are validly issued, fully paid and nonassessable. The Common Stock has no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking fund provisions applicable to the Common Stock.
PREFERRED STOCK
The Board of Directors of the Company is authorized to provide for the
issuance of up to 250,000 shares of Preferred Stock in one or more series, and
to fix, without limitation or restriction, for each unissued series of Preferred
Stock such rights, preferences, privileges and restrictions as are stated in a
resolution adopted by the Board of Directors providing for the issuance of such
series. The Board of Directors is further authorized, within the limits stated
in any resolution of the Board of Directors originally fixing the number of
shares constituting any series of Preferred Stock, to increase or decrease (but
not below the number of shares of such series then outstanding) the number of
shares of any such series subsequent to the issuance of shares of such series.
Thus, without stockholder approval, the Company could authorize the issuance of
Preferred Stock with voting, conversion and other rights that could dilute the
voting power and other rights of the holders of Common Stock. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change in control of the Company without further action by the stockholders.
There are currently no shares of Preferred Stock outstanding.
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ANTITAKEOVER PROVISIONS IN CHARTER AND BY-LAWS
The Company's Charter and By-Laws, each as amended, contain certain
provisions that might have the effect of delaying, deferring or preventing a
change in control of the Company in the event of an extraordinary corporate
transaction such as a merger, reorganization, tender offer, sale of
substantially of the Company's assets or liquidation. Article XII of the
Company's Charter provides that the affirmative vote or written consent of the
holders of 70% of all outstanding shares of all classes of stock of the
Company entitled to vote is required (i) for the adoption of any agreement for
the merger of the Company with or into any other corporation or for the
consolidation of the Company with any other corporation (ii) to authorize any
sale, lease, transfer or exchange of all or substantially all of the assets of
the Company to any other person (a corporation, partnership, association or
other business entity, trust, estate or individual), (iii) to authorize the
dissolution of the Company and (iv) to alter, amend or repeal Article XII.
Article XII of the Charter does not apply to mergers whereby no stockholder vote
is necessary for approval under Delaware law.
The Company's By-Laws provide that (i) no nomination for directors of the
Company by any person other than the Company's Board of Directors may be
presented at any annual meeting of stockholders unless the person making the
nomination is a record stockholder and has delivered a written notice to the
secretary of the Company no later than 90 business days in advance of the
stockholder meeting or, if later, the seventh day following the first public
announcement of the date of such meeting, and (ii) business may be properly
brought before any meeting of the stockholders by a stockholder, if the
stockholder gives notice thereof in writing (which must contain certain
representations and information regarding the stockholder) to the secretary of
the Company not less than 90 days in advance of such meeting or, if later, the
seventh day following the first public announcement of the date of such meeting.
Under the Company's By-Laws, the Company's stockholders have no right to
request or call a special meeting of stockholders.
GAMING APPROVAL; REDEMPTION OF SHARES
Article XIV of the Company's Charter provides that so long as the Company
engages in, or intends to engage in, the operation of licensed card clubs
regulated under the California Gaming Registration Act or any other applicable
federal, state or local statutes, ordinances, rules or regulations, all
securities of the Company shall be held subject to the provision that if a
person's continued ownership or control of securities would cause the Company or
any subsidiary thereof to lose, or prevent the reinstatement of, any government-
issued franchise or license necessary for the operation of any such licensed
card club, such securities shall be redeemable by the Company to the extent
necessary to prevent the loss, or to secure the reinstatement of, any
government-issued franchise or license held by the Company or any subsidiary
thereof, which franchise or license is conditioned upon some or all of the
holders of the Company's securities possessing prescribed qualifications. The
per share redemption price of such securities
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shall be the closing sales price (or, if no closing sale price exists, the mean
of the bid and asked prices on NASDAQ) on the date the notice of redemption is
given by the Company.
ITEM 2. EXHIBITS.
N/A
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
HOLLYWOOD PARK, INC.
Date: November 21, 1997 By: /s/ G. Michael Finnigan
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G. Michael Finnigan
Executive Vice President and
Chief Financial Officer
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