<PAGE>
As filed with the Securities and Exchange Commission on November 12, 1998
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
HOLLYWOOD PARK, INC.
(Exact name of issuer as specified in its charter)
Delaware 95-3667491
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
1050 South Prairie Avenue
Inglewood, CA 90301
(310) 419-1500
1992 INCENTIVE STOCK OPTION PLAN OF CASINO MAGIC CORP.
(Full title of the Plan)
Copy to:
-------
G. Michael Finnigan Al Segel, Esq.
Hollywood Park, Inc. Ashok Mukhey, Esq.
1050 South Prairie Avenue Irell & Manella LLP
Inglewood, CA 90301 1800 Avenue of the Stars, Suite 900
(310) 419-1500 Los Angeles, CA 90067
(310) 277-1010
(Name, address including zip code and telephone
number, including area code, of registrants'
agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Proposed
Amount to be Maximum Maximum
Title of Registered Offering Price Aggregate Amount of
Securities to be Registered Shares Per Share(1) Offering Price Registration Fee
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 269,907 $ 13.00(2) $ 3,508,791 $ 976
- ---------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 129,617 $ 17.52(3) $ 2,270,890 $ 632
===================================================================================================
</TABLE>
____________
(1) The offering price is to be computed pursuant to Rule 457(h) of the
Securities Act of 1933.
(2) Weighted average exercise price per share of options to purchase 269,907
shares of Hollywood Park, Inc. common stock. These options were originally
granted pursuant to the 1992 Incentive Stock Option Plan of Casino Magic
Corp. and were assumed by Hollywood Park, Inc., pursuant to that certain
Agreement and Plan of Merger dated February 19, 1998, subject to an
adjustment in the number of shares and exercise price of the original
options.
(3) Weighted average exercise price per share of options to purchase 129,617
shares of Hollywood Park, Inc. common stock. These options were originally
granted outside of the 1992 Incentive Stock Option Plan of Casino Magic
Corp. to current and former employees and directors of Casino Magic Corp.,
and were assumed by Hollywood Park, Inc. pursuant to that certain Agreement
and Plan of Merger dated February 19, 1998, subject to an adjustment in the
number of shares and exercise price of the original options.
<PAGE>
EXPLANATORY NOTE
This registration statement relates to 269,907 shares of the Registrant's
Common Stock issuable upon exercise of options previously granted pursuant to
the 1992 Incentive Stock Option Plan (the "Plan") of Casino Magic Corp. and
129,617 shares of the Registrant's Common Stock issuable upon exercise of
options granted outside of the Plan to current and former employees and
directors of Casino Magic Corp. The Registrant has agreed, pursuant to that
certain Agreement and Plan of Merger dated as of February 19, 1998, between the
Registrant, HP Acquisition II, Inc., a wholly-owned subsidiary of the
Registrant, and Casino Magic Corp., pursuant to which HP Acquisition II, Inc.
was merged with and into Casino Magic Corp., to issue shares of the Registrant's
Common Stock upon exercise of outstanding stock options of Casino Magic Corp.,
subject to an adjustment in the number of shares and exercise price of the
original options. The Plan, a Form of Incentive Stock Option Agreement under
the Plan and the Non-Statutory Stock Option Agreements for grants of options not
made under the Plan have been filed as exhibits to this Form S-8.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Note to Part
I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant under the
Securities Exchange Act of 1934 (the "Exchange Act") with the Commission are
incorporated herein by reference: (1) the Registrant's Annual Report on Form 10-
K for the fiscal year ended December 31, 1997; (2) the Registrant's Quarterly
Reports on Form 10-Q for the periods ended March 31, 1998 and June 30, 1998; and
(3) the description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A12B filed with the Commission on
November 21, 1997.
In addition, all documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
-3-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL,
or (iv) for any transaction from which the director derived an improper personal
benefit.
As permitted by Section 102(b)(7) of the DGCL, the Registrant's
Certificate of Incorporation, as amended, includes a provision that limits a
director's personal liability to the Registrant or its stockholders for monetary
damages for breaches of his or her fiduciary duty as a director. Article XIII
of the Registrant's Certificate of Incorporation, as amended, provides that no
director of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by the DGCL.
As permitted by Section 145 of the DGCL, the Registrant's Bylaws
provide that, to the fullest extent permitted by the DGCL, directors, officers
and certain other persons who are made, or are threatened to be made, parties
to, or are involved in, any action, suit or proceeding will be indemnified by
the Registrant with respect thereto.
The Registrant maintains insurance policies under which its directors
and officers are insured, within the limits and subject to the limitations of
the policies, against expenses in connection with the defense of actions, suits
or proceedings, and certain liabilities that might be imposed as a result of
such actions, suits or proceedings, to which they are parties by reason of being
or having been directors or officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
-4-
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Specimen of Common Stock Certificate (1)
4.2(a) 1992 Incentive Stock Option Plan of Casino Magic Corp.
4.2(b) Form of Incentive Stock Option Agreement under the Plan
4.3(a) Non-Statutory Stock Option Agreement dated as of December 20, 1995
by and between Casino Magic Corp. and James E. Ernst
4.3(b) Non-Statutory Stock Option Agreement dated as of March 28, 1994 by
and between Casino Magic Corp. and Dual B. Cooper
4.3(c) Agreement dated as of December 18, 1995 by and between Casino Magic
Corp. and Dual B. Cooper
4.3(d) Non-Statutory Stock Option Agreement dated as of July 27, 1994 by
and between Casino Magic Corp. and W. William Bednarczyck
4.3(e) Non-Statutory Stock Option Agreement dated as of February 25, 1994
by and between Casino Magic Corp. and Hugh J. Shaddick
5.1 Legal Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in legal opinion filed as
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
_______________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission (File No.
33-63840).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
-------- -------
do not apply if the information required to be included in a
post-effective amendment by those
-5-
<PAGE>
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid
by a director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
hereby certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on the 11th day of
November 1998.
HOLLYWOOD PARK, INC.
By: /s/ G. Michael Finnigan
______________________________________________
G. Michael Finnigan
President, Sports and Entertainment, Executive
Vice President, Treasurer and Chief Financial
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R.D. Hubbard and G. Michael Finnigan, and each of
them, his attorneys-in-fact and agents, each with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ R.D. Hubbard Chairman of the Board, Chief November 11, 1998
______________________ Executive Officer and Director
R.D. Hubbard (Principal Executive Officer)
/s/ Donald M. Robbins President and Secretary November 9, 1998
______________________
Donald M. Robbins
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ G. Michael Finnigan Executive Vice President and Chief November 11, 1998
______________________ Financial Officer (Principal Financial
G. Michael Finnigan and Accounting Officer)
/s/ J.R. Johnson Director November 9, 1998
______________________
J.R. Johnson
Director November___, 1998
______________________
Robert T. Manfuso
Director November___, 1998
______________________
Timothy J. Parrott
Director November___, 1998
______________________
Lynn P. Reitnouer
/s/ Warren B. Williamson Director November 11, 1998
______________________
Warren B. Williamson
/s/ Herman Sakowsky Director November 9, 1998
______________________
Herman Sakowsky
/s/ Michael Ornest Director November 10, 1998
______________________
Michael Ornest
/s/ Marlin F. Torguson Director November 11, 1998
______________________
Marlin F. Torguson
</TABLE>
-8-
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
4.1 Specimen of Common Stock Certificate (1)
4.2(a) 1992 Incentive Stock Option Plan of Casino Magic Corp.
4.2(b) Form of Incentive Stock Option Agreement under the Plan
4.3(a) Non-Statutory Stock Option Agreement dated as of December 20, 1995
by and between Casino Magic Corp. and James E. Ernst
4.3(b) Non-Statutory Stock Option Agreement dated as of March 28, 1994 by
and between Casino Magic Corp. and Dual B. Cooper
4.3(c) Agreement dated as of December 18, 1995 by and between Casino Magic
Corp. and Dual B. Cooper
4.3(d) Non-Statutory Stock Option Agreement dated as of July 27, 1994 by
and between Casino Magic Corp. and W. William Bednarczyck
4.3(e) Non-Statutory Stock Option Agreement dated as of February 25, 1994
by and between Casino Magic Corp. and Hugh J. Shaddick
5.1 Legal Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in legal opinion filed as
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
</TABLE>
_______________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission (File No.
33-63840).
-9-
<PAGE>
EXHIBIT 4.2(a)
CASINO MAGIC CORP.
1992 INCENTIVE STOCK OPTION PLAN
1. Purpose
-------
The purpose of this Plan is to provide a means whereby Casino Magic Corp.
(the "Company") may be able to attract and retain persons of desired ability as
employees and members of the Board of Directors of the Company by granting
options to such persons to purchase stock in the Company, to motivate such
employees through an increased personal interest in the Company to exert their
best efforts an behalf of the Company, and where possible, to obtain for said
employees the benefits accruing to such stock ownership pursuant to Section 422
of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code")
and thus to advance the interests of the Company and benefit its shareholders.
2. Administration of the Plan
--------------------------
The Plan shall be administered by the Company's Board of Directors, all of
whom are disinterested persons within the meaning of Rule 16b-3 under the
Securities Exchange Act of 1934 (the "Exchange Act"), or by a stock option
committee appointed by the Board of Directors, comprised entirely of two or more
directors, each of whom is a disinterested person within the meaning of Rule
16b-3.
3. Grant of Options
----------------
The stock option committee or the Board of Directors of the Company
(hereinafter referred to as the "Board," as the case may be) is hereby
authorized by majority vote of its members to issue options to purchase shares
of the Company's common stock (the "Shares"), from time to time on the Company's
behalf, to any one or more persons who at the date of such grant are employees
of the Company, or of a parent or subsidiary thereof.
4. Amount of Stock Subject to the Plan
-----------------------------------
The aggregate amount of common stock which may be purchased pursuant to
options granted under this Plan shall be 3,700,000 of the Company's Shares.
5. Limitation
----------
Except for options granted hereunder which are designated as non-statutory,
the amount of aggregate fair market value of the Shares (determined at the time
of the grant of the option) with respect to which incentive stock options are
exercisable for the first time by an optionee during any calendar year under
this Plan and any other plans of the Company under Section 422 of the Internal
Revenue Code (including all such plans adopted by a parent or subsidiary
corporation of the Company), shall not exceed $100,000.
<PAGE>
6. Exercise of Option
------------------
(a) The Board shall determine the manner and validity of the exercise of
each option granted pursuant to this Plan. It shall have the power to make
regulations for carrying out the Plan and to make such changes in such
regulations as from time to time it deems proper. Any interpretation by the
Board of the terms and provisions of the Plan and the administration thereof,
and all action taken by it, shall be final, binding and conclusive on the
Company, its shareholders, all employees, their respective legal
representatives, successors and assigns and upon all other persons claiming
under or through any of them.
(b) Unless otherwise determined by the Board, any option granted pursuant
to this Plan shall not be deemed to be exercised until the Company has received
from the person to whom the option has been granted a written notice specifying
the number of Shares to be purchased, accompanied by payment of the purchase
price for such Shares, and other documentation as the company may reasonably
require.
(c) The date of receipt by the Company of such written notice and payment
shall be the date of exercise of the option. If the payment price for Shares to
be purchased under the Plan is tendered to the Company before the written notice
specifying the number of Shares to be purchased has been received by the
Company, the date of exercise shall be the date of receipt of such written
notice and not the date of receipt of payment.
7. Option Provisions
-----------------
Each option granted under the Plan shall be evidenced by a Stock Option
Agreement executed by the Company and the optionee, and shall be subject to the
following terms and conditions, and such other terms and conditions as may be
prescribed by the Board:
(a) Payment and Price. The full purchase price of the Shares acquired
------------------
upon exercise of an option shall be paid in cash, certified check, or cashier's
check. In the event shares of the Company's common stock are listed on the
NASDAQ system or any exchange registered under the Securities Exchange Act of
1934 at the time all or any part of an option is exercised, in lieu of cash (and
so long as the per share market price of shares of the Company's common stock is
greater than the per share purchase price of an option), all or any part of the
purchase price payable in respect of the Shares being purchased upon exercise of
an option may be paid by exchanging for cancellation by the Company (i) a
portion of an option which would otherwise remain exercisable immediately after
such exchange or (ii) shares of the Company's common stock previously issued to
the person exercising an option based on the fair market value of such shares on
the first trading day immediately preceding the date of exercise of an option.
The cash equivalent value of the portion of the option being so exchanged for
Shares shall equal (x) the high bid price per share of the Company's common
stock as quoted on the NASDAQ system, or the closing sale price per share of the
Company's common stock as listed on an exchange registered under the Securities
Exchange Act of 1934, on the first trading day immediately preceding the date of
exercise, less (y) the then applicable per Share purchase price, the difference
of which is (z) multiplied by the number of Shares purchasable under the portion
of the option being so exchanged. The fair market value of any shares of the
Company's common stock so exchanged shall be valued in accordance with the
procedures set forth in (x) above. The
-2-
<PAGE>
purchase price of the Shares purchasable upon exercise of an incentive stock
option shall equal the fair market value of the Shares on the date of the grant
of such option, as determined by the Board. The purchase price of the Shares
purchasable upon exercise of a non-statutory option shall equal at least eighty-
five percent (85%) of the fair market value of the Shares on the date of the
grant of such option, as determined by the Board.
(b) Grant Periods. Any option under the Plan must be granted within ten
--------------
(10) years from the date of the Plan's adoption by the Board of Directors of the
Company or approval by the shareholders, whichever is earlier.
(c) Exercise Periods. Any option granted under the Plan must be exercised
-----------------
within a period established by the Board, which period shall not exceed ten (10)
years after such option has been granted, and may not in any event be exercised
within one year of the date of grant thereof. Each option granted hereunder may
be subject to exercise in such installments as may be set by the Board and,
subject to any exercise limitations created by the installment provisions, the
option may be exercised in whole or in part at any time during its term.
(d) 10% Shareholders. Except for options granted hereunder which are
----------------
designated as non-statutory, in no event shall any option be granted to a person
then owning more than 10% of the voting power of all classes of the Company's
Shares unless such option is, by its terms, not exercisable after the expiration
of five (5) years from the date of the grant thereof and the option price of
such Shares is at least 110% of the fair market value of the Shares on the date
when the option is granted.
(e) Compliance With Applicable Laws. Exercise of any options granted
--------------------------------
hereunder shall be subject to compliance with all state and federal laws
relating to the offer and sale of securities. In the event Shares subject to
such options are not covered by an effective registration statement or
qualifications under federal and applicable state securities laws, such options
may be exercised only upon receipt from the optionee of certain representations
made in writing to the Company as, in the opinion of counsel to the Company, may
be reasonably required under the circumstances, including representations that
at the time of such exercise the optionee intends to acquire such Shares for
investment and not for distribution or resale.
(f) Rights of Optionee Before Exercise. The holder of an option shall
-----------------------------------
not have the rights of a shareholder with respect to the Shares covered by his
or her option until such Shares have been issued to him or her upon exercise of
an option.
(g) Rights of Optionee After Exercise. The holder of an option shall
----------------------------------
have all the rights of a shareholder with respect to the Shares issued to him or
her upon exercise of an option, except that such individual may not dispose of
such Shares within two (2) years from the date of the granting of the option or
within one (1) year after the exercise of the option; provided that such
restriction on disposition under this subparagraph (g) shall not apply to Shares
acquired upon the exercise of a non-statutory option.
(h) Employment. At all times during the period beginning on the date of
-----------
the granting of an option and ending on the date three (3) months before the
date of the exercise
-3-
<PAGE>
of such option, any optionee under the Plan must have been an employee of the
Company, a parent or subsidiary corporation of the Company, or a corporation or
a parent or subsidiary corporation of such Share corporation issuing or assuming
a Share option in a transaction to which Section 424(a) of the Internal Revenue
Code applies. The optionee shall agree to remain in the employ of the Company at
the pleasure of the Company and at such compensation as may be reasonably
determined from time to time by the Company, for a period of at least one year
from the date the option is granted, except in case of earlier death,
disability, or retirement at age 65. Nothing in the Plan or in any Stock Option
Agreement entered into pursuant hereto shall be construed to confer upon any
optionee any right to continue in the employ of the Company or interfere in any
way with the right of the Company as the employer to terminate his or her
employment at any time.
(i) Termination of Employment. If the optionee's employment is terminated
--------------------------
other than by death, disability or discharge for cause, the optionee may, within
three (3) months of such termination, exercise any unexercised portion of his or
her option to the extent he or she was entitled to do so at the time of such
termination. If termination of employment is effected by death of the optionee,
the option, or any portion thereof, may be exercised to the extent the optionee
was entitled to do so at the time of his or her death, by his or her executor or
administrator or other person entitled by law to the optionee's rights under the
option, at any time within three (3) months subsequent to the date of death. In
the event the optionee's employment is terminated by reason of the optioinee's
permanent and total disability, the option, or any portion thereof, may be
exercised to the extent the optionee was entitled to do so at the time of such
termination at any time within one (1) year of such termination. In the event of
termination of employment of the optionee by discharge for cause, the
unexercised portion of an employee's option shall thereupon expire. A discharge
for cause shall include a discharge for: dishonesty; the proven commission of a
crime; breach of any employment agreement, or other agreement with or duty owed
to the Company; disclosure of the affairs of the Company to someone other than
another employee of the company or other person authorized by the Board of
Directors; continued absence except for illness or disability; or gross
insubordination. The decision of the Company's Board of Directors that cause
exists as defined herein shall be final and conclusive and not subject to
challenge by the optionee for purposes of effectuating any provisions of the
Plan or option agreement. For the purpose of this Plan, transfer of employment
between or among the Company, a parent or a subsidiary, shall not be deemed
termination of employment. No option shall be exercisable subsequent to the date
of expiration of the option term, and no option shall be exercisable subsequent
to. the termination of the optionee's employment except as specifically provided
in this subsection (i).
(j) Non-Transferability of Option. No option shall be transferable by the
------------------------------
optionee otherwise than by will or by the laws of descent and distribution, and
each option shall be exercisable during the optionee's lifetime, only by him or
her.
(k) Shareholder Approval. The effectiveness of this Plan is contingent
---------------------
upon its approval by the shareholders of the Company in accordance with Rule
16b-3(b) under the Exchange Act on or prior to the first regular meeting of
shareholders held subsequent to the later of (i) the first registration of an
equity security of the Company under Section 12 of the Exchange Act or (ii) the
acquisition of an equity security for which an exemption under Rule
-4-
<PAGE>
16b-3 is claimed, but in any event, within twelve (12) months after the Plan is
adopted by the Board of Directors. At the next regular or special meeting of the
shareholders of the Company, to be called and held within the time period
specified in the foregoing sentence, this Plan will be presented for
consideration and approval by the shareholders.
8. Termination of Plan
-------------------
The Plan shall terminate ten years after the date of its adoption by the
Board of Directors of the Company or the date of its approval by the
shareholders of the Company, whichever is earlier, except that with respect to
each option granted under this Plan during such ten year period which is
outstanding and not exercised as of the end of such ten year period, this Plan
shall terminate upon the exercise or termination of such option.
9. Stock Reserve
-------------
The Company shall at all times during the term of this Plan reserve and
keep available such number of its Shares as will be sufficient to satisfy the
requirements of this Plan, and shall pay all fees and expenses necessarily
incurred by the Company in connection with the exercise of options granted
hereunder.
10. Non-Statutory Options
---------------------
Options may be issued under the Plan which are designated non-statutory,
and which will not constitute an "Incentive Stock Option" within the meaning of
Section 422 of the Internal Revenue Code.
11. Options to Members of Board of Directors
----------------------------------------
The Board may grant options under this Plan, which are designated an non-
statutory, to persons who are at the time of such grant, members of the
Company's Board of Directors, and who are not then employees of the Company.
The provisions of subparagraphs (h), (i) and (j) of Section 7 of this Plan shall
not be applicable to any option granted to a member of the Board of Directors
under this Section.
12. Other Terms
-----------
Any option granted hereunder shall contain such other and additional terms
and conditions, not inconsistent with the terms at this Plan, which are deemed
necessary or desirable by the Board, or by legal counsel to the Company, and
(except for options granted hereunder which are designated as non-statutory)
such other terms shall include those which, together with the terms of this
Plan, shall constitute such option as an "Incentive Stock Option" within the
meaning of Section 422 of the Internal Revenue Code.
13. Amendment of the Plan
---------------------
Notwithstanding any other provision of this Plan, the Board of Directors
may at any time terminate the Plan, or make, such modifications of the Plan as
it shall deem advisable. However, the Board of Directors may not, without
further approval by the shareholders of the Company's Shares, (i) materially
increase the benefits accruing to participants under the
-5-
<PAGE>
Plan, (ii) materially increase the maximum number of Shares as to which options
may be granted under the Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan. No termination or amendment of the
Plan may, without the consent of the optionee to whom any option shall
theretofore have been granted, adversely affect the rights of such optionee
under such option.
14. General Provisions
------------------
If any day on or before which action under the Plan must be taken falls on
a Saturday, Sunday or legal holiday, such action may be taken on the next
succeeding day not a Saturday, Sunday or legal holiday.
Without amending the Plan, awards may be granted to employees who are
foreign nationals or employed outside the United States or both on such terms
and conditions different from those specified in the Plan as may, in the
judgment of the Board, be necessary or desirable to further the purpose of the
Plan if such action will not jeopardize the qualified nature of the Plan.
To the extent that federal laws (such as the Securities Exchange Act of
1934 or the Employment Retirement Income Security Act of 1974) do not otherwise
control, the Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the State of Minnesota and construed
accordingly.
15. Reclassifications
-----------------
If and to the extent that the number of issued shares of common stock of
the Company shall be increased or reduced by change in par value, split up,
reverse split, reclassification, distribution of a dividend payable in stock, or
the like, the number of shares of common stock reserved for issuance under the
Plan shall be proportionately adjusted.
-6-
<PAGE>
EXHIBIT 4.2(b)
CASINO MAGIC CORP.
INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into effective as of the ____ day of
_____________, ____, by and between Casino Magic Corp., a Minnesota corporation
(hereinafter referred to as the "Company"), and __________________, a resident
of the state of ________________ (hereinafter referred to as the "Employee" ).
W I T N E S S E T H:
WHEREAS, the Employee is employed by the Company or a subsidiary of the
Company; and
WHEREAS, the Company considers it desirable and in its best interests that
the Employee be given an inducement to acquire a further proprietary interest in
the Company, and an added incentive to advance the interests of the Company and
its subsidiaries, by possessing an incentive stock option to purchase common
shares of the Company in accordance with the 1992 Incentive Stock Option Plan
(the "Plan") adopted by the Directors and shareholders of the Company on June
23, 1992.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein, the parties hereto agree as follows:
1. Grant of Option. The Company grants to Employee an incentive stock
---------------
option to purchase ____________ common shares of the Company at a purchase price
of $_________ per share, in the manner and subject to the conditions hereinafter
provided.
2. Time of Exercise of Option. The option granted under this Agreement
--------------------------
may be exercised by Employee after ________________, as to __% of the common
shares purchasable hereunder; after _________________, as to an additional __%
of said common shares; after _________________, as to an additional __% of said
common shares; and all of such shares may be purchased after __________________.
3. Method of Exercise.
------------------
a. The option shall be exercised by written notice to the Board of
Directors of the Company, at the Company's principal place of business,
accompanied by cash, cashier's check or certified check in payment of the
purchase price for the number of the common shares specified and paid for,
and accompanied by any document reasonably required by the Company to be
executed by Employee, acknowledging the applicable restrictions on the
transfer of the common shares being purchased as set forth under Section 7
of this Agreement.
b. In the event common shares of the Company are listed on the
NASDAQ system or any exchange registered under the Securities Exchange Act
of 1934 at the time all or any part of the option is exercised, in lieu of
cash (and so long as the per share market price of common shares of the
Company is then greater than the per share
<PAGE>
purchase price payable with respect of the common shares being purchased
upon exercise of the options), the purchase price payable in exercise of
the options may be paid by Employee by delivering to the Company, for
cancellation, common shares of the Company previously acquired by the
Employee based on the fair market value of the common shares on the first
trading day immediately preceding the date of exercise of the options. The
fair market value of the common shares being offered as the exercise price
shall equal the closing sale price per common share (or the closing bid, if
no sales were reported) as quoted on the NASDAQ system, or the closing sale
price per common share as listed on an exchange registered under the
Securities Exchange Act of 1934.
c. The Company shall make prompt delivery of a certificate or
certificates representing such common shares, provided that if any law or
regulation requires the Company to take any action with respect to the
common shares specified in such notice before the issuance thereof, then
the date of delivery of such common shares shall be extended for the period
necessary to take such action. The option must be exercised with respect to
at least 500 of the common shares, unless a lesser number of the common
shares is then all that is exercisable, in which case it must be exercised
with respect to such lesser number.
4. Termination of Option. Except as herein otherwise stated, any option
---------------------
granted under this Agreement, to the extent not heretofore exercised, shall
terminate upon the first to occur of the following dates:
a. The expiration of three months after the date on which Employee's
employment by the Company or any of its subsidiaries, as the case may be,
is terminated, except if such termination be by reason of permanent and
total disability of the Employee or for a reason set forth in Subsection
4.c of this Agreement;
b. The expiration of twelve months after the date on which
Employee's employment by the Company or any of its subsidiaries, as the
case may be, is terminated, if such termination be by reason of the
Employee's permanent and total disability;
c. Upon termination of Employee's employment by the Company or any
of its subsidiaries, as the case may be, if such termination is effected by
the Company or any of its subsidiaries, as the case may be, by reason of
Employee's (i) breach of any employment agreement or any other agreement
with, or duty owed to, the Company or any of its subsidiaries; (ii)
commission of an act of dishonesty or proven commission of a crime; (iii)
disclosure of any material information, which is not generally known to the
public, concerning the Company or its subsidiaries to someone other than
another employee (who has a need to know in connection with the interests
of the Company) of the Company or its subsidiaries, or someone authorized
by the Board of Directors of the Company; (iv) material misfeasance or
malfeasance in the performance of Employee's duties on behalf of the
Company or any of its subsidiaries; (v) continued absence from work except
for illness or disability; or (vi) gross insubordination; or
d. The close of business on _____________________.
2
<PAGE>
5. Reclassification, Consolidation or Merger. If and to the extent that
-----------------------------------------
the number of issued common shares of the Company shall be increased or reduced
by change in par value, split up, reverse split, reclassification, distribution
of a dividend payable in stock, or the like, the number of common shares subject
to option and the option price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
or sells or transfers substantially all of its assets to another corporation,
the Employee shall be entitled to receive options covering common shares of such
reorganized, consolidated, merged or successor company in the same proportion,
at a substantially equivalent economic value, and subject to the same
conditions, or in lieu thereof, the option granted under this Agreement shall
fully vest and be exercisable immediately prior to the effective date of such
reorganization, consolidation, merger, sale or transfer. For purposes of the
preceding sentence, the excess of the fair market value of the common shares
subject to the option immediately after the reorganization, consolidation,
merger, sale or transfer over the aggregate option price of such common shares
shall not be more than the excess of the aggregate fair market value of all
common shares subject to the option immediately before such reorganization,
consolidation, merger, sale or transfer over the aggregate option price of such
common shares, and the new option or assumption of the old option shall not give
the Employee additional benefits which he did not have under the old option.
6. Rights Prior to Exercise of Option. This option is nontransferable by
----------------------------------
Employee, except in the event of Employee's death, and during Employee's
lifetime is exercisable only by Employee. Employee shall have no rights as a
stockholder with respect to any common shares purchasable hereunder until
payment of the option price and delivery to Employee of such common shares as
herein provided.
7. Restriction of Disposition. All common shares acquired by Employee
--------------------------
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition contained in the Company's By-Laws, or imposed
by applicable state and federal laws or regulations regarding the registration
or qualification of such acquisition of common shares. All such common shares
may not be sold or otherwise disposed of (i) within two years from the date of
the granting of the option under which such common shares were acquired, (ii)
within one year after the exercise of such option, and (iii) unless there is an
effective registration statement covering such disposition under the Securities
Act of 1933 (the "Act"), and effective registrations and qualifications under
applicable state securities laws, or exemptions from such registration or
qualifications under the Act and state securities laws are applicable.
8. Binding Effect - Plan Governs. This Agreement shall inure to the
-----------------------------
benefit of and be binding upon the parties hereto and their respective heirs,
executors, administrators, successors and assigns. This Agreement shall be
construed in accordance with and shall be governed by the terms of the Plan
within the meaning of Section 422 of the Internal Revenue Code of 1986, which
Plan may be amended from time to time. If possible, this Agreement shall be
construed along with and in addition to any other agreement which the Company or
any of its subsidiaries and Employee may enter into, but any provision in this
Agreement which contradicts any provision of any other agreement shall take
precedence and be binding over such other provision. Any masculine personal
pronoun used herein shall be considered to mean the corresponding feminine or
neuter personal pronoun, as the context requires.
3
<PAGE>
9. Execution Date. This Agreement and the Option granted to the optionee
--------------
shall be deemed void and of no force or effect if the optionee has not executed
and returned to the Company this Incentive Stock Option Agreement on or prior
to ___________________.
IN WITNESS WHEREOF, the parties have hereto caused this Agreemnt to be
executed effective on the day and year first above written.
CASINO MAGIC CORP.
By: ____________________________________
James E. Ernst, President
EMPLOYEE
_________________________________________
4
<PAGE>
EXHIBIT 4.3(A)
CASINO MAGIC CORP.
STOCK OPTION AGREEMENT FOR NON-STATUTORY STOCK OPTIONS
THIS AGREEMENT, made and entered into effective as of the 20 day of
December, 1995, by and between Casino Magic Corp., a Minnesota corporation
(hereinafter referred to as the "Company"), and James E. Ernst (hereinafter
referred to as the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee has entered into an Employment Agreement (the
"Employment Agreement") with the Company dated December 20, 1995; and
WHEREAS, the Company considers it desirable and in its best interest that
the Employee be given an inducement to acquire a further proprietary interest in
the Company, and an added incentive to advance the interests of the Company and
its subsidiaries, by possessing an incentive stock option to purchase common
shares of the Company.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein, the parties hereto agree as follows:
1. Grant of Option. The Company grants to the Employee a non-statutory
---------------
stock option to purchase 490,000 common shares of the Company at a purchase
price of $4.75 per share, in the manner and subject to the conditions
hereinafter provided.
2. Time of Exercise of Option. The option granted under this Agreement
--------------------------
may be exercised by the Employee after December 19, 1996, as to 98,000 of the
common shares purchasable hereunder; after December 19, 1997, as to an
additional 98,000 of said common shares, after December 19, 1998, as to an
additional 98,000 of said common shares; after December 19, 1999 as to an
additional 98,000 of such common shares; and all of such shares may be purchased
after December 19, 2000.
3. Method of Exercise.
------------------
a. The option shall be exercised by written notice to the Board of
Directors of the Company, at the Company's principal place of business,
accompanied by cash, cashier's check or certified check in payment of the
purchase price for the number of the common shares specified and paid for,
and accompanied by any document reasonably required by the Company to be
executed by Employee, acknowledging the applicable restrictions on the
transfer of the common shares being purchased as set forth under Section 7
of this Agreement.
b. In the event common shares of the Company are listed on the
NASDAQ National Market System or any exchange registered under the
Securities Exchange Act of 1934 at the time all or any part of the option
is exercised, in lieu of cash (and so long as the per share market price of
common shares of the Company is then greater than the per share purchase
price payable in respect of the common shares being purchased upon exercise
of the options) the purchase price payable in exercise of the options may
be paid
<PAGE>
by Employee by exchanging for cancellation by the Company common shares of
the Company previously issued to Employee based on the fair market value of
the common shares on the first trading day immediately preceding the date
of exercise of the options. The fair market value of the common shares
being offered as the exercise price shall equal the high bid price per
common share as quoted on the NASDAQ system, or the closing sale price per
common share as listed on an exchange registered under the Securities
Exchange Act of 1934.
c. The Company shall make prompt delivery of a certificate or
certificates representing such common shares, provided that if any law or
regulation requires the Company to take any action with respect to the
common shares specified in such notice before the issuance thereof, then
the date of delivery of such common shares shall be extended for the period
necessary to take such action. If less than all common shares purchasable
under the option are purchased, the Company will, promptly following such
exercise, execute and deliver to Employee either an addendum to this
Agreement or a new stock option agreement (dated the date thereof)
evidencing the number of common shares remaining purchasable under the
option after adjustment for any portion of the option exchanged in lieu of
cash. The option must be exercised with respect to at least 500 of the
common shares, unless a lesser number of the common shares are then
exercisable, in which case it must be exercised with respect to such lesser
number.
4. Termination of Option. Except as herein otherwise stated, any option
---------------------
granted under this Agreement, to the extent not heretofore exercised, shall
terminate upon the first to occur of the following dates:
a. Upon termination of Employee's employment by the Company or any
of its subsidiaries, as the case may be, if such termination is effected by
the Company or any of its subsidiaries, as the case may be, under Section
4(a) or 4(d) of the Employment Agreement;
b. Upon the voluntary termination of employment by Employee; or
c. The close of business on December 19, 2001.
5. Reclassification, Consolidation or Merger. If and to the extent that
-----------------------------------------
the number of issued common shares of the Company shall be increased or reduced
by change in par value, split up, reverse split, reclassification, distribution
of a dividend payable in stock, or the like, the number of common shares subject
to option and the option price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
or sells or transfers substantially all of its assets to another corporation,
the Employee shall be entitled to receive options covering common shares of such
reorganized, consolidated, merged or successor company in the same proportion,
at a substantially equivalent economic value, and subject to the same
conditions, or in lieu thereof, the option granted under this Agreement shall
fully vest and be exercisable immediately prior to the effective date of such
reorganization, consolidation, merger, sale or transfer. Notwithstanding the
foregoing, if Employee's employment with the successor corporation is terminated
or materially altered in a manner which is adverse to Employee, the options
granted under this Agreement shall vest and be exercisable immediately prior to
such termination or alteration. If new options are received
2
<PAGE>
upon such reorganization or transfer under the terms of this Section, the excess
of the fair market value of the common shares subject to the option immediately
after the reorganization, consolidation, merger, sale or transfer over the
aggregate option price of such common shares shall not be more than the excess
of the aggregate fair market value of all common shares subject to the option
immediately before such reorganization, consolidation, merger, sale or transfer
over the aggregate option price of such common shares, and the new option or
assumption of the old option shall not give the Employee additional benefits
which he did not have under the old option.
6. Rights Prior to Exercise of Option. Employee shall have no rights as a
----------------------------------
stockholder with respect to any common shares purchasable hereunder until
payment of the option price and delivery to him of such common shares as herein
provided.
7. Restriction on Disposition. All common shares acquired by Employee
--------------------------
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition contained in the Company's By-Laws, or imposed
by applicable state and federal laws or regulations regarding the registration
or qualification of such acquisition of common shares. All such common shares
may not be sold or otherwise disposed of unless there is an effective
registration statement covering such disposition under the Securities Act of
1933 (the "Act"), and effective registrations and qualifications under
applicable state securities laws, or exemptions from such registration or
qualifications under the Act and state securities laws are applicable.
8. Transferability of Option/Vesting Upon Death. The options granted
--------------------------------------------
under this Agreement are transferable by Employee during his lifetime with the
prior written consent of the Company, which it may withhold for any reason. In
the event of the death of Employee, the options granted under this Agreement
shall become fully vested, notwithstanding the vesting schedule in Paragraph 2,
and shall be transferable by will or in accordance with the laws of descent and
distribution, and shall remain exercisable until the close of business on the
date specified in Paragraph 4 hereof.
9. Binding Effect. This Agreement shall inure to the benefit of and be
--------------
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. If possible, this Agreement shall be
construed along with and in addition to any other agreement which the Company
and Employee may enter into, but any provision in this Agreement which
contradicts any provision of any other agreement shall take precedence and be
binding over such other provision. Any masculine personal pronoun used herein
shall be considered to mean the corresponding feminine or neuter personal
pronoun, as the context requires.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed effective on the day and year first above written.
CASINO MAGIC CORP.
By: /s/ Marlin F. Torguson
------------------------------------
Marlin F. Torguson, President
/s/ James E. Ernst
------------------------------------
James E. Ernst
3
<PAGE>
EXHIBIT 4.3(B)
CASINO MAGIC CORP.
STOCK OPTION AGREEMENT
FOR NON-STATUTORY STOCK OPTIONS
THIS AGREEMENT, made and entered into effective as of the 28th day of
March, 1994, by and between Casino Magic Corp., a Minnesota corporation
(hereinafter referred to as the "Company"), and Dual B. Cooper (hereinafter
referred to as the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee is a valuable and trusted employee of the Company or
a subsidiary of the Company, and has entered into an Employment Agreement (the
"Employment Agreement") with the Company dated March 28, 1994; and
WHEREAS, the Company considers it desirable and in its best interest that
the Employee be given an inducement to acquire a further proprietary interest in
the Company, and an added incentive to advance the interests of the Company and
its subsidiaries, by possessing a stock option to purchase common shares of the
Company.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein, the parties hereto agree as follows:
1. Grant of Option. The Company grants to the Employee a non-statutory
---------------
stock option to purchase 44,000 common shares of the Company at a purchase price
of $15.75 per share, in the manner and subject to the conditions hereinafter
provided.
2. Time of Exercise of Option. The option granted under this Agreement
--------------------------
may be exercised by the Employee after March 27, 1995, as to 6,600 of the common
shares purchasable hereunder; after March 27, 1996, as to an additional 8,800 of
said common shares; after March 27, 1997, as to an additional 11,000 of said
common shares; and all of such shares may be purchased after March 27, 1998.
3. Method of Exercise.
------------------
a. The option shall be exercised by written notice to the Board of
Directors of the Company, at the Company's principal place of business,
accompanied by cash, cashier's check or certified check in payment of the
purchase price for the number of the common shares specified and paid for,
and accompanied by any document reasonably required by the Company to be
executed by Employee, acknowledging the applicable restrictions on the
transfer of the common shares being purchased as set forth under Section 7
of this Agreement.
<PAGE>
b. In the event common shares of the Company are listed on the
NASDAQ National Market System or any exchange registered under the
Securities Exchange Act of 1934 at the time all or any part of the option
is exercised, in lieu of cash (and so long as the per share market price
of common shares of the Company is then greater than the per share purchase
price payable in respect of the common shares being purchased upon exercise
of the options) the purchase price payable in exercise of the options may
be paid by Employee by exchanging for cancellation by the Company common
shares of the Company previously issued to Employee based on the fair
market value of the common shares on the first trading day immediately
preceding the date of exercise of the options. The fair market value of the
common shares being offered as the exercise price shall equal the high bid
price per common share as quoted on the NASDAQ system, or the closing sale
price per common share as listed on an exchange registered under the
Securities Exchange Act of 1934.
c. The Company shall make prompt delivery of a certificate or
certificates representing such common shares, provided that if any law or
regulation requires the Company to take any action with respect to the
common shares specified in such notice before the issuance thereof, then
the date of delivery of such common shares shall be extended for the period
necessary to take such action. If less than all common shares purchasable
under the option are purchased, the Company will, promptly following such
exercise, execute and deliver to Employee either an addendum to this
Agreement or a new stock option agreement (dated the date thereof)
evidencing the number of common shares remaining purchasable under the
option after adjustment for any portion of the option exchanged in lieu of
cash. The option must be exercised with respect to at least 500 of the
common shares, unless a lesser number of the common shares are then
exercisable, in which case it must be exercised with respect to such lesser
number.
4. Termination of Option. Except as herein otherwise stated, any option
---------------------
granted under this Agreement, to the extent not heretofore exercised, shall
terminate upon the first to occur of the following dates:
a. Upon termination of Employee's employment by the Company or any
of its subsidiaries, as the case may be, if such termination is effected by
the Company or any of its subsidiaries, as the case may be, under Section
4(a) or 4(d) of the Employment Agreement;
b. Upon the voluntary termination of employment by Employee; or
c. The close of business on March 27, 1999.
2
<PAGE>
5. Reclassification, Consolidation or Merger. If and to the extent that
-----------------------------------------
the number of issued common shares of the Company shall be increased or reduced
by change in par value, split up, reverse split, reclassification, distribution
of a dividend payable in stock, or the like, the number of common shares subject
to option and the option price per share shall be proportionately adjusted. If
the Company is reorganized, consolidated or merged with another corporation, or
sells or transfers substantially all of its assets to another corporation, the
agreement relating to such reorganization, consolidation, merger, sale or
transfer shall provide that the option granted under this Agreement shall fully
vest and be exercisable over a period of 10 days to be established by the
Company in a written notice to Employee given not more than 60 days prior to the
effective date of such reorganization, consolidation, merger, sale or transfer.
6. Rights Prior to Exercise of Option. This option is nontransferable by
----------------------------------
Employee, except in the event of Employee's death, and during Employee's
lifetime is exercisable only by Employee. Employee shall have no rights as a
stockholder with respect to any common shares purchasable hereunder until
payment of the option price and delivery to Employee of such common shares as
herein provided.
7. Restriction on Disposition. All common shares acquired by Employee
--------------------------
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition contained in the Company's By-Laws, or imposed
by applicable state and federal laws or regulations regarding the registration
or qualification of such acquisition of common shares. All such common shares
may not be sold or otherwise disposed of (i) within two years from the date of
the granting of the option under which such common shares were acquired, (ii)
within one year after the exercise of such option, and (iii) unless there is an
effective registration statement covering such disposition under the Securities
Act of 1933 (the "Act"), and effective registrations and qualifications under
applicable state securities laws, or exemptions from such registration or
qualifications under the Act and state securities laws are applicable. The
Company will take such action as is reasonably necessary and proper to file a
Form S-8 under the Securities Act of 1933, and to maintain the effectiveness of
such registration statement, with respect to the sale of the shares which may
be issued upon the exercise of the options covered by this Agreement to the
extent permitted by law and applicable regulation.
8. Binding Effect. This Agreement shall inure to the benefit of and be
--------------
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. If possible, this Agreement shall be
construed along with and in addition to any other agreement which the Company or
any of its subsidiaries and Employee may enter into, but any provision in this
Agreement which contradicts any provision of any other agreement shall take
precedence and be binding over such other provision. Any masculine personal
pronoun used herein shall be
3
<PAGE>
considered to mean the corresponding feminine or neuter personal pronoun, as the
context requires.
9. Execution Date. This Agreement and the Option granted to the optionee
--------------
shall be deemed void and of no force or effect if the optionee has not executed
and returned to the Company this Incentive Stock Option Agreement on or prior to
May 28, 1994.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed effective on the day and year first above written.
CASINO MAGIC CORP.
By: /s/ Marlin F. Torguson
-----------------------
Marlin F. Torguson
President
EMPLOYEE
/s/ Dual B. Cooper
---------------------------
Dual B. Cooper
4
<PAGE>
EXHIBIT 4.3(c)
AGREEMENT
This Agreement is entered into this 18th day of December, 1995, by and
between Casino Magic Corp., a Minnesota corporation (the "Company"), and Dual B.
Cooper (the "Employee").
Recitals
--------
WHEREAS, the Company and Employee are parties to an Employment Agreement
dated March 28, 1994 (the "Employment Agreement"), pursuant to which Employee
has acted as an employee of the Company;
WHEREAS, Employee is currently acting as an officer and director of the
Company and its direct and indirect subsidiaries and may be deemed an employee
of such subsidiaries;
WHEREAS, the Company and Employee are parties to a stock option agreement
for non-statutory stock options dated March 28, 1995 (the "Stock Option
Agreement"), whereby Employee was granted an option to acquire 44,000 shares of
the Company's common stock at $7.20 per share (originally $15.75 per share):
6,600 of which shares have vested as of the date hereof, and 8,800 of which
shares are scheduled to vest on March 28, 1996;
WHEREAS, the Company, the Employee and Frommelt & Eide, Ltd. are parties to
a stock escrow agreement dated March 25, 1995 (the "Stock Escrow Agreement"),
whereby 21,250 shares of Company's common stock registered in Employee's name
are being held by the Company for delivery to Employee upon the vesting thereof,
of which 5,000 shares are scheduled to be delivered on March 28, 1996; and
WHEREAS, the Company and Employee are desirous of terminating Employee's
relationship with the Company as an officer, director and employee of the
Company, amending the Employment Agreement and providing for other matters in
connection with such termination;
Agreement
---------
NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth, the parties agree as follows:
1. Registration. Employee hereby resigns as an officer, member of the
------------
Board of Directors and employee of the Company and of each subsidiary of the
Company, as of 5:00 p.m., Bay St. Louis, Mississippi time, on the date hereof,
and will execute such other documents acknowledging such resignation as may be
reasonably requested by the Company.
2. Term of Employment. Employee's term of employment under the Employment
------------------
Agreement shall terminate as of 5:00 p.m., Bay St. Louis, Mississippi time, on
the date hereof.
1
<PAGE>
3. Elimination of Sections 4(e) and 4(f). Sections 4(e) and 4(f) of the
-------------------------------------
Employment Agreement are hereby mutually rescinded and of no force or effect.
4. Bonus Payment. As of the date hereof, Employee shall be entitled to
-------------
receive a bonus of $25,000, payable in cash, after appropriate deduction for
income taxes and other amounts normally or legally withheld from income,
including amounts which may be withheld under the Employment Agreement.
5. Non-Competition. The period of non-competition under Section 6 of the
---------------
Employment Agreement is hereby reduced from one year to a period ending on June
30, 1996; provided that should Employee violate the provisions of Section 6 of
the Employment Agreement, such as accepting employment with an organization that
competes with the business of the Company, the Company's only recourse will be
to terminate the severance allowance specified in paragraph 6 of this Agreement
as of the date of such violation.
6. Severance Allowance - In lieu of any other severance allowance which
-------------------
may be payable to Employee under the Employment Agreement or otherwise, and so
long as Employee is not in violation of Section 5 or 6 of the Employment
Agreement, the Company will pay Employee the total sum of $300,000 in
semi-monthly installments commencing on or about January 1, 1996 and concluding
on or before June 30, 1996.
7. Relocation Expense and Forgiveness of Debt. As of the date hereof,
------------------------------------------
Employee shall be entitled to receive the sum of $20,000 as and for relocation
expenses, with said amount, rather than being paid to Employee, being credited
against Employee's debt to the Company of $38,623 and with the remaining debt
balance of $18,623 being cancelled and forgiven.
8. Delivery of Shares under Stock Escrow Agreement. The 5,000 shares of
-----------------------------------------------
the Company's common stock which were scheduled to be delivered to Employee on
March 28, 1996, under the Stock Escrow Agreement, shall be delivered to Employee
on or before December 31, 1995 at such address as Employee may designate in
writing to the Escrow Agent under the Stock Exchange Agreement. The remaining
16,250 shares shall be returned to the Company for cancellation. The Company and
Employee will provide the Escrow Agent with such instructions as Escrow Agent
may reasonably request, consistent with this paragraph 8.
9. Stock Options. The option to acquire 8,800 shares of the Company's
-------------
common stock due to become exercisable on March 28, 1995 under the Stock
Option Agreement, shall become exercisable immediately. In addition, so long as
Employee is not in violation of Section 5 of the Employment Agreement, an
additional 9,600 shares of common stock shall become exercisable under the Stock
Option Agreement on June 30, 1996. All other options granted under the Stock
Option Agreement shall lapse as of the date hereof.
10. Medical. The Company will continue to pay for Employee's medical
-------
insurance, providing for coverage equal to that now being provided to Employee,
through June 30, 1996.
<PAGE>
11. Release. Except as provided in this Agreement or in the Employment
-------
Agreement, the Stock Option Agreement or the Stock Escrow Agreement, all as may
be modified by this Agreement, Employee hereby forever releases and discharges
the Company, its direct and indirect subsidiaries, and their respective
officers, directors and agents for, and holds the Company and such subsidiaries,
officer, directors and agents harmless from, all claims and liabilities
(including but not limited to causes of action) which may have arisen or may
arise out of the Employment Agreement or Employee's employment with the Company
or any of its subsidiaries, whether now known or unknown, existing or
contingent.
CASINO MAGIC CORP.
/s/ Dual B. Cooper Jr /s/ Marlin F. Torguson
- ------------------------- ---------------------------
Dual B. Cooper, Jr. Marlin F. Torguson
Chairman of the Board
<PAGE>
STATE OF MISSISSIPPI
COUNTY OF HANCOCK
Personally appeared before me, the undersigned authority, in and for the
said County and State, within my jurisdiction, the within named Marlin F.
Torguson, who acknowledged that he is the Chairman of the Board, respectively of
Casino Magic Corp., a Minnesota Corporation, and that for and on behalf of said
corporation, he signed and delivered the above and foregoing instruments for the
purposes mentioned on the day and year therein mentioned, after first having
been duly authorized by said corporation so to do.
GIVEN under my hand and official seal of office on this the 18th day of
December, 1995.
/s/ SIGNATURE ILLEGIBLE
------------------------------
Notary Public
My Commission Expires:
8-5-98
- ------------
<PAGE>
EXHIBIT 4.3(D)
CASINO MAGIC CORP.
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into effective as of the 27th day of
July, 1994, by and between Casino Magic Corp., a Minnesota corporation
(hereinafter referred to as the "Company"), and W. William Bednarczyk, a
resident of the State of Minnesota (hereinafter referred to as "Director").
W I T N E S S E T H:
WHEREAS, W. William Bednarczyk is a Director of the Company; and
WHEREAS, the Company considers it desirable and in its best interest that
Director be given an added incentive to advance the interests of the Company and
its subsidiaries by possessing a non-statutory stock option to purchase common
shares of the Company.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein, the parties hereto agree as follows:
1. Grant of Option. The Company grants to Director a non-statutory stock
---------------
option to purchase 75,000 common shares of the Company at a purchase price of
$7.20 per share, in the manner and subject to the conditions hereinafter
provided.
2. Time of Exercise of Option/Vesting. The options granted under this
----------------------------------
Agreement may be exercised by Director after July 27, 1994, as to 15,000 shares
of common stock of the Company; after May 12, 1995, as to an additional 15,000
of said shares of common stock of the Company; after May 12, 1996, as to an
additional 15,000 shares of common stock of the Company; after May 12, 1997, as
to an additional 15,000 of said shares of common stock of the Company; and after
May 12, 1998, as to all shares of common stock of the Company purchasable
hereunder. If Director (i) voluntarily resigns as a member of the Board of
Directors, (ii) refuses to consent to or stand for election as a member of the
Board of Directors, or (iii) conducts himself in a manner which by law makes him
ineligible to serve as a member of the Board of Directors, then Director will
only have the right to purchase such number of shares hereunder as he was
entitled to purchase at the time Director ceased to serve as a member of the
Board of Directors.
<PAGE>
3. Method of Exercise.
------------------
a. The option shall be exercised by written notice to the Board of
Directors of the Company, at the Company's principal place of business,
accompanied by cash, cashier's check or certified check in payment of the
purchase price for the number of the common shares specified and paid for,
and accompanied by any document reasonably required by the Company to be
executed by Director, acknowledging the applicable restrictions on the
transfer of the common shares being purchased as set forth under Section 7
of this Agreement.
b. In the event common shares of the Company are listed on the
NASDAQ system or any exchange registered under the Securities Exchange Act
of 1934 at the time all or any part of the option is exercised, in lieu of
cash (and so long as the per share market price of common shares of the
Company is then greater than the per share purchase price payable in
respect of the common shares being purchased upon exercise of the options)
the purchase price payable in exercise of the options may be paid by
Employee by exchanging for cancellation by the Company common shares of the
Company previously issued to Employee based on the fair market value of the
common shares on the first trading day immediately preceding the date of
exercise of the options. The fair market value of the common shares being
offered as the exercise price shall equal the closing sale price per common
share (or the closing bid, if no sales were reported) as quoted on the
NASDAQ system, or the closing sale price per common share as listed on an
exchange registered under the Securities Exchange Act of 1934.
c. The Company shall make prompt delivery of a certificate or
certificates representing such common shares, provided that if any law or
regulation requires the Company to take any action with respect to the
common shares specified in such notice before the issuance thereof, then
the date of delivery of such common shares shall be extended for the period
necessary to take action. The option must be exercised with respect to at
least 500 of the common shares, unless a lesser number of the common shares
are then exercisable, in which case it must be exercised with respect to
such lesser number.
4. Termination of Option. Except as herein otherwise stated, any option
---------------------
granted under this Agreement, to the extent not heretofore exercised, shall
terminate on the close of business on May 12, 1999.
5. Reclassification, Consolidation or Merger.
-----------------------------------------
If and to the extent that the number of issued shares of the Company shall
be increased or reduced by change in par value, split up, reverse split,
reclassification, distribution of a dividend payable in stock, or the like, the
number of shares of common stock subject to this option and the option price per
share shall be proportionately adjusted. In the event the Company dissolves or
liquidates and another entity succeeds to its assets, or in the event of a
merger or consolidation in which the Company is not the surviving entity, or in
the event of a reverse merger in which the Company survives but its shares
immediately preceding the merger are converted into other property by virtue of
the merger, then the options shall accelerate and
2
<PAGE>
become exercisable immediately prior to such dissolution or liquidation or
merger or consolidation, unless the surviving entity assumes the outstanding
options or substitutes similar options in the same proportion, at an equivalent
price and subject to the same conditions for those outstanding.
6. Rights Prior to Exercise of Option. Director shall have no rights as a
----------------------------------
stockholder with respect to any common shares purchasable hereunder until
payment of the option price and delivery to him of such common shares as herein
provided.
7. Restriction on Disposition. All common shares acquired by the Director
--------------------------
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition contained in the Company's Articles of
Incorporation or By-Laws. As a condition to the exercise of the option, the
Company may require that Director or his permitted transferee execute such
documents as the Company deems reasonable or necessary to insure compliance with
federal and state laws and regulations relating to the sale of securities,
including the availability of an exemption from the registration or
qualification of such sale under such laws or regulations. The common shares
acquired upon exercise of the option may not be sold or otherwise disposed of
unless there is an effective registration statement covering such disposition
under the Securities Act of 1933, and effective registrations and qualifications
under applicable state securities laws, unless exemptions from such registration
or qualifications under the Act and state securities laws are applicable.
Certificates representing common shares issued upon exercise of the option may
contain a legend relating to restrictions on transfer as set forth above.
8. Transferability of Option/Vesting Upon Death. The options granted
--------------------------------------------
under this Agreement are transferable by Director during his lifetime with the
prior written consent of the Company, which it may withhold for any reason. In
the event of the death of Director, the options granted under this Agreement
shall become fully vested, notwithstanding the vesting schedule in Paragraph 2,
and shall be transferable by will or in accordance with the laws of descent and
distribution, and shall remain exercisable until the close of business on the
date specified in Paragraph 4 hereof.
9. Binding Effect. This Agreement shall inure to the benefit of and be
--------------
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. If possible, this Agreement shall be
construed along with and in addition to any other agreement which the Company
and Director may enter into, but any provision in this Agreement which
contradicts any provision of any other agreement shall take precedence and be
binding over such other provision. Any masculine personal pronoun used herein
shall be considered to mean the corresponding feminine or neuter personal
pronoun, as the context requires.
10. Execution Date. This Agreement and the option granted to the Director
--------------
shall be deemed void and of no force or effect if the Director has not executed
and returned to the Company this Non-Statutory Stock Option Agreement within 45
days of Director's receipt hereof.
3
<PAGE>
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed effective on the day and year first above written.
CASINO MAGIC CORP.
By: /s/ Dual B. Cooper, Jr.
----------------------------
Dual B. Cooper, Jr.
President
DIRECTOR
/s/ W. William Bednarczyk
--------------------------------
W. William Bednarczyk
4
<PAGE>
EXHIBIT 4.3(e)
CASINO MAGIC CORP.
STOCK OPTION AGREEMENT
FOR NON-STATUTORY STOCK OPTIONS
THIS AGREEMENT, made and entered into effective as of the 25th day of
February, 1994, by and between Casino Magic Corp., a Minnesota corporation
(hereinafter referred to as the "Company"), and Hugh J. Shaddick (hereinafter
referred to as the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee is a valuable and trusted employee of the Company or
a subsidiary of the Company, and has entered into an Employment Agreement (the
"Employment Agreement") with the Company dated January 1, 1994; and
WHEREAS, the Company considers it desirable and in its best interest that
the Employee be given an inducement to acquire a further proprietary interest in
the Company, and an added incentive to advance the interests of the Company and
its subsidiaries, by possessing a stock option to purchase common shares of the
Company.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein, the parties hereto agree as follows:
1. Grant of Option. The Company grants to the Employee a non-statutory
---------------
stock option to purchase 44,000 common shares of the Company at a purchase price
of $14.25 per share, in the manner and subject to the conditions hereinafter
provided.
2. Time of Exercise of Option. The option granted under this Agreement
--------------------------
may be exercised by the Employee after February 24, 1995, as to 6,600 of the
common shares purchasable hereunder; after February 24, 1996, as to an
additional 8,800 of said common shares; after February 24, 1997, as to an
additional 11,000 of said common shares; and all of such shares may be purchased
after February 24, 1998.
3. Method of Exercise.
------------------
a. The option shall be exercised by written notice to the Board of
Directors of the Company, at the Company's principal place of business,
accompanied by cash, cashier's check or certified check in payment of the
purchase price for the number of the common shares specified and paid for,
and accompanied by any document reasonably required by the Company to be
executed by Employee, acknowledging the applicable restrictions on the
transfer of the common shares being purchased as set forth under Section 7
of this Agreement.
<PAGE>
b. In the event common shares of the Company are listed on the
NASDAQ system or any exchange registered under the Securities Exchange Act
of 1934 at the time all or any part of the option is exercised, in lieu of
cash (and so long as the per share market price of common shares of the
Company is then greater than the per share purchase price payable in
respect of the common shares being purchased upon exercise of the options)
the purchase price payable in exercise of the options may be paid by
Employee by exchanging for cancellation by the Company common shares of the
Company previously issued to Employee based on the fair market value of the
common shares on the first trading day immediately preceding the date of
exercise of the options. The fair market value of the common shares being
offered as the exercise price shall equal the high bid price per common
share as quoted on the NASDAQ system, or the closing sale price per common
share as listed on an exchange registered under the Securities Exchange Act
of 1934.
c. The Company shall make prompt delivery of a certificate or
certificates representing such common shares, provided that if any law or
regulation requires the Company to take any action with respect to the
common shares specified in such notice before the issuance thereof, then
the date of delivery of such common shares shall be extended for the period
necessary to take such action. If less than all common shares purchasable
under the option are purchased, the Company will, promptly following such
exercise, execute and deliver to Employee either an addendum to this
Agreement or a new stock option agreement (dated the date thereof)
evidencing the number of common shares remaining purchasable under the
option after adjustment for any portion of the option exchanged in lieu of
cash. The option must be exercised with respect to at least 500 of the
common shares, unless a lesser number of the common shares are then
exercisable, in which case it must be exercised with respect to such lesser
number.
4. Termination of Option. Except as herein otherwise stated, any option
---------------------
granted under this Agreement, to the extent not heretofore exercised, shall
terminate upon the first to occur of the following dates:
a. Upon termination of Employee's employment by the Company or any
of its subsidiaries, as the case may be, if such termination is effected by
the Company or any of its subsidiaries, as the case may be, under Section
4(a) or 4(d) of the Employment Agreement;
b. Upon the voluntary termination of employment by Employee; or
c. The close of business on February 24, 1999.
2
<PAGE>
5. Reclassification, Consolidation or Merger. If and to the extent that
-----------------------------------------
the number of issued common shares of the Company shall be increased or reduced
by change in par value, split up, reverse split, reclassification, distribution
of a dividend payable in stock, or the like, the number of common shares subject
to option and the option price per share shall be proportionately adjusted. If
the Company is reorganized, consolidated or merged with another corporation, or
sells or transfers substantially all of its assets to another corporation, the
agreement relating to such reorganization, consolidation, merger, sale or
transfer shall provide that the option granted under this Agreement shall fully
vest and be exercisable over a period of 10 days to be established by the
Company in a written notice to Employee given not more than 60 days prior to the
effective date of such reorganization, consolidation, merger, sale or transfer.
6. Rights Prior to Exercise of Option. This option is nontransferable by
----------------------------------
Employee, except in the event of Employee's death, and during Employee's
lifetime is exercisable only by Employee. Employee shall have no rights as a
stockholder with respect to any common shares purchasable hereunder until
payment of the option price and delivery to Employee of such common shares as
herein provided.
7. Restriction on Disposition. All common shares acquired by Employee
--------------------------
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition contained in the Company's By-Laws, or imposed
by applicable state and federal laws or regulations regarding the registration
or qualification of such acquisition of common shares. All such common shares
may not be sold or otherwise disposed of (i) within two years from the date of
the granting of the option under which such common shares were acquired, (ii)
within one year after the exercise of such option, and (iii) unless there is an
effective registration statement covering such disposition under the Securities
Act of 1933 (the "Act"), and effective registrations and qualifications under
applicable state securities laws, or exemptions from such registration or
qualifications under the Act and state securities laws are applicable. The
Company will take such action as is reasonably necessary and proper to file a
Form S-8 under the Securities Act of 1933, and to maintain the effectiveness of
such registration statement, with respect to the sale of the shares which may be
issued upon the exercise of the options covered by this Agreement to the extent
permitted by law and applicable regulation.
8. Binding Effect. This Agreement shall inure to the benefit of and be
--------------
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. If possible, this Agreement shall be
construed along with and in addition to any other agreement which the Company or
any of its subsidiaries and Employee may enter into, but any provision in this
Agreement which contradicts any provision of any other agreement shall take
precedence and be binding over such other provision. Any masculine personal
pronoun used herein shall be
3
<PAGE>
considered to mean the corresponding feminine or neuter personal pronoun, as the
context requires.
9. Execution Date. This Agreement and the Option granted to the optionee
--------------
shall be deemed void and of no force or effect if the optionee has not executed
and returned to the Company this Incentive Stock Option Agreement on or prior to
May 28, 1994.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed effective on the day and year first above written.
CASINO MAGIC CORP.
By: /s/ Marlin F. Torguson
-------------------------------
Marlin F. Torguson
President
EMPLOYEE
/s/ Hugh J. Shaddick
----------------------------------
Hugh J. Shaddick
4
<PAGE>
Exhibit 5.1
November 11, 1998
Board of Directors
Hollywood Park, Inc.
1050 South Prairie Avenue
Inglewood, CA 90301
Gentlemen:
We have acted as counsel in connection with the preparation and filing of
that certain Registration Statement on Form S-8 (the "Registration Statement")
to be filed by you with the Securities and Exchange Commission in connection
with the registration of 399,524 shares of the Common Stock (the "Common Stock")
of Hollywood Park, Inc., a Delaware corporation (the "Company"), issuable upon
exercise of options assumed by the Company in connection with a merger between a
wholly-owned subsidiary of the Company and Casino Magic Corp. Certain of the
options were originally granted by Casino Magic Corp. pursuant to its 1992 Stock
Incentive Option Plan (the "Plan") while the remainder were granted outside of
the Plan to current and former employees and directors of Casino Magic Corp. As
such counsel, we have examined the Plan and such other matters and documents as
we have deemed necessary or relevant as a basis for this opinion.
Based on these examinations, it is our opinion that such Common Stock, when
sold and issued in the manner referred to in the Registration Statement will be
legally issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and any amendment thereto. This opinion is furnished to you in
connection with the registration of the above-described shares, is solely for
your benefit and may not be relied upon by, nor copies delivered to, any other
person or entity without our prior written consent.
Very truly yours,
/s/ Irell & Manella
IRELL & MANELLA LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8, with respect to the registration of shares issued upon exercise of
options granted pursuant to the 1992 Incentive Stock Option of Casino Magic
Corp. (the "Plan") and certain shares granted outside of the Plan of our report
dated February 27, 1998 on the consolidated balance sheets of Hollywood Park,
Inc. and subsidiaries as of December 31, 1997, and 1996, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1997, which report
appears in the Annual Report on Form 10-K of Hollywood Park, Inc. for the fiscal
year ended December 31, 1997.
ARTHUR ANDERSEN LLP
Los Angeles, California
November 11, 1998
