SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Hollywood Park, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Security)
436255 4 10 3
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(CUSIP Number)
William A. Scully
c/o Apollo Real Estate Advisors, L.P.
1301 Avenue of the Americas
New York, New York 10019
Telephone: (212) 261-4000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Patrick J. Foye, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
Telephone: (212) 735-2274
July 29, 1997
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(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 statement because of Rule 13d-1(b)(3) or (4), check the
following box: [ ]
Check the following box if a fee is being paid with the
statement: [X]
SCHEDULE 13D
CUSIP NO.
-----------------
- ----------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
- ----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,211,750
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,211,750
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,211,750
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ---------------------------------------------------------------------------
SCHEDULE 13D
CUSIP NO.
-----------------
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO REAL ESTATE ADVISORS II, L.P.
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC, OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,211,750
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,211,750
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,211,750
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- ---------------------------------------------------------------------------
This Schedule 13D is being filed by Apollo Real Estate
Investment Fund II, L.P. and Apollo Real Estate Advisors II, L.P. with
respect to the shares of Common Stock, par value $.01 per share (the
"Common Stock"), of Hollywood Park, Inc., a Delaware corporation
("Hollywood Park").
Item 1. Security and Issuer.
This statement relates to the Common Stock of Hollywood Park.
The principal executive offices of Hollywood Park are located at 1050
South Prairie Avenue, Inglewood, California 90301.
Item 2. Identity and Background.
(a)-(c), (f). This statement is being filed jointly by Apollo
Real Estate Investment Fund II, L.P. ("AREIF II"), a limited partnership
organized under the laws of Delaware and Apollo Real Estate Advisors II,
L.P. ("AREA II"), a limited partnership organized under the laws of
Delaware. AREIF II and AREA II are sometimes collectively referred to
herein as the "Reporting Persons".
AREIF II is principally engaged in the business of investment
in real estate-related interests. The address of AREIF II's principal
executive office and principal business is c/o Apollo Real Estate
Advisors II, L.P., Two Manhattanville Road, Purchase, New York 10577.
AREA II is the managing general partner of AREIF II. AREA II is
principally engaged in the business of serving as managing general
partner of AREIF II. The address of AREA II's principal executive office
and principal business is c/o Apollo Real Estate Advisors II, L.P., Two
Manhattanville Road, Purchase, New York 10577.
The sole general partner of AREA II is Apollo Real Estate
Capital Advisors II, Inc., a Delaware corporation ("Capital Advisors
II"). Capital Advisors II is principally engaged in the business of
serving as general partner of AREA II.
Information attached hereto as Schedule I is information
concerning the general partners of the Reporting Persons and the
executive officers and directors of Capital Advisors II, which
information is required to be disclosed in response to Item 2 and
general instruction C to Schedule 13D. Each of such persons is a citizen
of the United States. All such persons on Schedule I disclaim beneficial
ownership of and any pecuniary interest in the Shares beneficially owned
by the Reporting Persons.
(d) and (e). Neither AREIF II, AREA II, Capital Advisors II,
nor, to the best of these entities knowledge, any of the individuals
named in Schedule I hereto has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) 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 activities
subject to, federal or state securities laws or finding any violation of
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons beneficially own an aggregate of
1,211,750 shares of Common Stock which were purchased at a total
purchase price of approximately $14,758,389 as of the date hereof. The
purchases were financed with cash on hand and borrowed funds pursuant to
a margin loan made in the ordinary course of business by a registered
broker-dealer.
Item 4. Purpose of the Transaction.
The Reporting Persons acquired beneficial ownership of their
shares of Common Stock in the ordinary course of business for investment
purposes and not with the purpose of changing or influencing control of
Hollywood Park. The Reporting Persons have considered various
alternative proposals to increase the value of their shares of Common
Stock and may from time to time consider implementing such alternatives.
In this respect, the Reporting Persons retain the right to change their
investment intent, to propose one or more possible transactions to the
Board of Directors of Hollywood Park, to acquire additional shares of
Common Stock from time to time or to sell or otherwise dispose of all or
part of the shares of Common Stock beneficially owned by them in any
manner permitted by law. In the event of a material change in the
present plans or intentions of the Reporting Persons, the Reporting
Persons will amend this Schedule 13D to reflect such change.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons beneficially
own an aggregate of 1,211,750 shares of Common Stock which represents
approximately 5.1% of the outstanding shares of Common Stock of
Hollywood Park.
(b) The Reporting Persons share the voting and dispositive
power with respect to the 1,211,750 shares of Common Stock which they
beneficially own.
To the best of the Reporting Persons' knowledge, none of the
individuals listed on Schedule I owns any shares of Common Stock or can
vote or direct the vote of any shares of Common Stock, nor can any such
individual dispose or direct the disposition of any shares of Common
Stock.
(c) Except as set forth on Schedule II, no person named in
response to paragraph (a) of this Item has effected any transaction in
shares of Common Stock during the past sixty days.
(d) No person other than the Reporting Persons is known to have
the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the 1,211,750 shares of Common
Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Not applicable.
SCHEDULE I
The following sets forth information with respect to the
executive officers and directors of Capital Advisors II, which is the
sole general partner of AREA II.
Messrs. Leon D. Black, John J. Hannan and William L. Mack are
executive officers and directors of Capital Advisors II. The principal
occupation of each of Messrs. Black and Hannan is to act as an executive
officer and director of Apollo Capital Management, Inc., a Delaware
corporation ("Apollo Capital"), and of Lion Capital Management, Inc., a
Delaware corporation ("Lion Management"). Messrs. Black and Hannan are
founding principals of Apollo Advisors, L.P. ("Apollo Advisors"), Lion
Advisors, L.P. ("Lion Advisors"), and together with Mr. Mack of Apollo
Real Estate Advisors II, L.P. The principal occupation of Mr. Mack is to
act as a consultant to Apollo Advisors and as a principal to Apollo Real
Estate Advisors, L.P. and to act as President and Managing Partner of
the Mack Organization, an owner and developer of and investor in office
and industrial buildings and other commercial properties. The principal
business of Apollo Advisors and of Lion Advisors is to provide advice
regarding investments in securities and the principal business of Apollo
Real Estate Advisors, L.P. is to provide advice regarding investments in
real estate and real estate-related investments. The business address of
each of Messrs. Black, Hannan and Mack is c/o Apollo Real Estate
Management II, L.P., 1301 Avenue of the Americas, New York, New York
10019.
SCHEDULE II
TRANSACTIONS IN THE SECURITIES
Set forth below are the transactions in the shares of Common
Stock that were effected during the past sixty days by AREIF II through
its registered broker-dealer in New York.
Date Number of Shares Price per Share
------- ---------------- ---------------
7/29/97 21,500 $16.50
7/29/97 62,500 16.50
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.
Dated: August 7, 1997
APOLLO REAL ESTATE INVESTMENT FUND II, L.P.
By: Apollo Real Estate Advisors II, L.P.
Managing Member
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
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Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital Advisors II, Inc.
APOLLO REAL ESTATE ADVISORS II, L.P.
By: Apollo Real Estate Capital Advisors II, Inc.
General Partner
By: /s/ Michael D. Weiner
------------------------------------------------
Name: Michael D. Weiner
Title: Vice President,
Apollo Real Estate Capital Advisors II, Inc.
