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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 29, 1997
HOLLYWOOD PARK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware 0-10619 95-3667491
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
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1050 South Prairie Avenue, Inglewood, California 90301
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (310) 419-1500
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ITEM 5. OTHER EVENTS.
On July 29, 1997, the Registrant issued a press release announcing
that it had exercised its option to redeem all 2,749,900 of its outstanding
Depositary Shares and the related shares of its $70 Convertible Preferred Stock.
On August 7, 1997, the Registrant mailed a notice of the redemption to record
holders of its Depositary Shares. As a result of the redemption, effective
August 28, 1997, each outstanding Depositary Share will be converted into 0.8333
shares of the Registrant's Common Stock, such that up to 2,291,583 new Common
Shares may be issued in the aggregate.
A copy of the July 29th press release is attached as Exhibit 99.1 and
is incorporated herein by reference, and a copy of the notice of the redemption
is attached as Exhibit 99.2 and is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOLLYWOOD PARK, INC.
Date: August 11, 1997 By: /s/ G. Michael Finnigan
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G. Michael Finnigan
President, Sports and Entertainment,
Executive Vice President, Treasurer and
Chief Financial Officer
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Exhibit Index
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No. Document
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99.1 Press Release
99.2 Notice of Redemption
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EXHIBIT 99.1
[HOLLYWOOD PARK LETTERHEAD]
FOR IMMEDIATE RELEASE
Tuesday, July 29, 1997
HOLLYWOOD PARK TO REDEEM DEPOSITARY
SHARES AND PREFERRED STOCK FOR COMMON SHARES
INGLEWOOD, California; July 29: Hollywood Park, Inc. (NASDAQ:HPRK) today
announced that it had exercised its option to redeem all 2,749,900 of its
outstanding Depositary Shares and the related shares of $70 Convertible
Preferred Stock in exchange for 0.8333 shares of Hollywood Park Common Stock per
Depositary Share and that such redemption would take place effective August 28,
1997. The Depositary Shares, which were issued in February 1993, each represent
1/100th of a share of Hollywood Park's $70 Convertible Preferred Stock.
Hollywood Park exercised its option to redeem the Depositary Shares and
Preferred Stock in accordance with the Certificate of Powers, Designations,
Preferences and Rights governing the Preferred Stock, including the requirement
that the trading price of Hollywood Park Common Stock on Nasdaq close above $15
per share on 20 trading days during a 30-consecutive trading-day period. This
requirement was met during the period of June 18 to July 28, 1997.
On or before August 7, 1997, Hollywood Park will mail to holders of record of
the Depositary Shares as of July 28, 1997, and publish in the Wall Street
Journal, a notice containing additional information regarding the redemption,
including the place or places at which Depositary Receipts representing the
Depositary Shares are to be surrendered for certificates representing Hollywood
Park Common Stock, cash in lieu of any fractional shares and the dividend
accrued on the Depositary Shares through August 28, 1997. Holders of the
Depositary shares should not surrender their certificates until they have
received the redemption notice. The redemption agent will be ChaseMellon
Shareholder Services and questions can be addressed to it at 1-800-777-3764.
Hollywood Park, Inc., headquartered in Inglewood, California, is a gaming and
entertainment holding company. It owns and operates Hollywood Park Race Track,
one of America's premier thoroughbred racing facilities and site of the 1997
Breeders Cup(R); Turf Paradise Inc., a premier thoroughbred race track in
Phoenix, Arizona; Hollywood Park - Casino; and Boomtown, Inc. casinos in Reno,
Nevada, in Biloxi, Mississippi, and in New Orleans, Louisiana. The company owns
and leases the Radisson Crystal Park Hotel and Casino in Crystal City,
California. Hollywood Park Race Track and Hollywood Park - Casino are situated
on 378 acres near Los Angeles International Airport.
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For more information on Hollywood Park, Inc. by facsimile at no cost, call
1-800-PRO-INFO and enter company code HPRK.
[END OF DOCUMENT]
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EXHIBIT 99.2
[HOLLYWOOD PARK LETTERHEAD]
August 7, 1997
NOTICE OF REDEMPTION OF HOLLYWOOD PARK, INC.
DEPOSITARY SHARES AND $70 CONVERTIBLE PREFERRED STOCK
Dear Shareholder:
On July 29, 1997, Hollywood Park, Inc. ("Hollywood Park") announced it
had exercised its option to redeem all 2,749,900 of its outstanding Depositary
Shares (CUSIP No. 436255301) and the related shares of $70 Convertible Preferred
Stock. The Depositary Shares each represent 1/100th of a share of Hollywood
Park's $70 Convertible Preferred Stock ("Preferred Stock"). As a result, at the
close of business on August 28, 1997 (the "Call Date"), each Depositary Share
will be converted into 0.8333 shares of Hollywood Park common stock, par value
$.10 per share ("Common Stock"). This conversion ratio is based upon a pro rata
liquidation preference of $10 per Depositary Share and the current Preferred
Stock conversion price of $12.00 per share. Dividends on the Depositary Shares
shall cease to accrue on the Call Date, and the Depositary Shares shall cease to
be outstanding from and after the Call Date.
Certificates representing shares of Common Stock, cash in lieu of
fractional shares and the dividend accrued on the Depositary Shares from August
15, 1997 to August 28, 1997, will be issued to you upon your surrender of the
Depositary Receipts formerly representing your Depositary Shares. The value of
fractional shares shall be calculated based upon the closing price of the Common
Stock on August 27, 1997. The quarterly dividend declared on the Depositary
Shares on June 27, 1997 for the dividend period ending August 14, 1997 will
still be paid to record holders of the Depositary Shares as of July 15, 1997.
To exchange your Depositary Receipts, you must complete and sign the enclosed
Letter of Transmittal and return it by mail or hand delivery, together with your
Depositary Receipts and any other documents required by the instruction in the
Letter of Transmittal, to ChaseMellon Shareholder Services, L.L.C., the Exchange
Agent, at the appropriate address set forth in the Letter of Transmittal. THE
LETTER OF TRANSMITTAL CONTAINS INSTRUCTIONS THAT YOU SHOULD READ AND FOLLOW
CAREFULLY. Please make sure it is properly completed, signed and dated. The
method of delivery of your Depositary Receipts is at your option and risk, but,
if sent by mail, it is strongly recommended that receipts be sent by registered
mail, properly insured, with return receipt requested. This notice was mailed
to holders of record of the Depositary Shares as of July 28, 1997 and will be
mailed to subsequent transferees.
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If you have any questions regarding how to exchange your Depositary
Receipts, or if you need additional copies of the Letter of Transmittal, please
contact the Exchange Agent, ChaseMellon Shareholder Services, L.L.C., at
(800) 777-3674.
Very truly yours,
/s/ G. Michael Finnigan
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G. Michael Finnigan
Executive Vice President and
Chief Financial Officer
Enclosures
[END OF DOCUMENT]
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