<PAGE>
As filed with the Securities and Exchange Commission on August 31, 1999
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
Amended and Restated Hollywood Park, Inc. Directors Deferred Compensation Plan
Certain Stock Option Agreements
(Full title of the Plan)
<TABLE>
<S> <C>
LOREN S. OSTROW Copy to:
Hollywood Park, Inc. ALVIN G. SEGEL, ESQ.
1050 South Prairie Avenue ASHOK MUKHEY, ESQ.
Inglewood, CA 90301 Irell & Manella LLP
(310) 419-1500 1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
(Name, address including zip code, and telephone (310) 277-1010
number, including area code, of registrants' agent for
service)
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Proposed Proposed
Amount to be Maximum Maximum
Title of Registered Offering Price Aggregate Amount of
Securities to be Registered Shares Per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 275,000 $16.25 (1) $ 4,468,750.00 (1) $1,242.31
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $.10 par value 822,500 (2) $ 9,905,937.50 (3) $2,753.85
===========================================================================================================================
</TABLE>
_____________
(1) Estimated solely for the purpose of computing the registration fee as the
average of the high and low prices of the Common Stock reported on the New York
Stock Exchange on August 26, 1999 pursuant to Rule 457(h) and Rule 457(c) of the
Securities Act of 1933, as amended (the "Securities Act").
(2) 625,000 shares of Common Stock are issuable upon exercise of options at a
purchase price of $10.1875 per share. 192,500 shares of Common Stock are
issuable upon exercise of options at a purchase price of $18.00 per share.
5,000 shares of Common Stock are issuable upon exercise of options at a purchase
price of $14.75 per share.
(3) Computed upon the basis of the price at which options to purchase the
Common Stock may be exercised pursuant to Rule 457(h) of the Securities Act.
<PAGE>
EXPLANATORY NOTE
This registration statement relates to 275,000 shares of the Registrant's
Common Stock issuable pursuant to the Registrant's Amended and Restated
Directors Deferred Compensation Plan (the "Directors Plan") and 822,500 shares
of the Registrant's Common Stock issuable upon exercise of options granted to
certain directors and officers of the Registrant. The Directors Plan and certain
Stock Option Agreements 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 1 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.
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 Hollywood Park, Inc., a
Delaware corporation (the "Registrant"), under the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998;
(2) the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999;
(3) the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1999;
(4) the Registrant's Current Report on Form 8-K, filed January 19, 1999;
(5) the Registrant's Current Report on Form 8-K, filed March 2, 1999; and
(6) the description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A, filed November 21,
1997.
In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which 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.
-3-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
None.
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 the person 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 the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person 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 the
person's 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 Certificate of Incorporation of Hollywood Park, Inc. (2)
4.3 Amended and Restated Directors Deferred Compensation Plan
4.4 Form of Non-Qualified Stock Option Agreement for options granted
to officers
4.5 Form of Non-Qualified Stock Option Agreement for options granted
to directors
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
24 Power of Attorney (included on signature pages filed herewith)
_______________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, filed December 3, 1992 (File No. 33-55246).
(2) Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment No.
1 to Registration Statement on Form S-4, filed March 26, 1999 (File No.
333-73235).
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 of 1933;
(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. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end
of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
-5-
<PAGE>
(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 paragraphs is contained in periodic
reports filed with or furnished to the Commission 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 Securities Exchange Act of 1934 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 of 1933 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 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 this 31st day of
August 1999.
HOLLYWOOD PARK, INC.
By: /s/ Loren S. Ostrow
--------------------
Loren S. Ostrow
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul R. Alanis and Loren S. Ostrow, 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 August 31, 1999
- ----------------------
R.D. Hubbard Executive Officer and Director
(Principal Executive Officer)
/s/ Paul R. Alanis President and Chief Operating Officer August 31, 1999
- ----------------------
Paul R. Alanis
/s/ Bruce C. Hinckley Senior Vice President, Treasurer August 31, 1999
- ---------------------- and Chief Financial Officer
Bruce C. Hinckley (Principal Financial and
Accounting Officer)
</TABLE>
-7-
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Robert T. Manfuso Director August 31, 1999
- -----------------------
Robert T. Manfuso
/s/ James L. Martineau Director August 31, 1999
- -----------------------
James L. Martineau
/s/ Gary G. Miller Director August 31, 1999
- -----------------------
Gary G. Miller
/s/ Michael Ornest Director August 31, 1999
- -----------------------
Michael Ornest
/s/ Timothy J. Parrott Director August 31, 1999
- -----------------------
Timothy J. Parrott
/s/ Lynn P. Reitnouer Director August 24, 1999
- -----------------------
Lynn P. Reitnouer
/s/ Herman Sarkowsky Director August 19, 1999
- -----------------------
Herman Sarkowsky
/s/ Marlin Torguson Director August 31, 1999
- -----------------------
Marlin Torguson
</TABLE>
-8-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------ -----------
4.1 Specimen of Common Stock Certificate (1)
4.2 Certificate of Incorporation of Hollywood Park, Inc. (2)
4.3 Amended and Restated Directors Deferred Compensation Plan
4.4 Form of Non-Qualified Stock Option Agreement for options granted
to officers
4.5 Form of Non-Qualified Stock Option Agreement for options granted
to directors
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
24 Power of Attorney (included on signature pages filed herewith)
_______________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, filed December 3, 1992 (File No. 33-55246).
(2) Incorporated by reference to Exhibit 3.1 of the Registrant's Amendment No.
1 to Registration Statement on Form S-4, filed March 26, 1999 (File No.
333-73235).
<PAGE>
Exhibit 4.3
AMENDED AND RESTATED
HOLLYWOOD PARK, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
Hollywood Park, Inc., a Delaware corporation (the "Corporation"), hereby
amends and restates in its entirety the Hollywood Park Realty Enterprises, Inc.
Directors Deferred Compensation Plan heretofore maintained by the Corporation,
effective as of the time set forth in Section 6 below, as follows:
1. Eligibility. Each member of the Board of Directors of the
-----------
Corporation is eligible to participate in the Plan.
2. Participation.
-------------
a. Time of Election. Six months prior to the beginning of a calendar
----------------
year, commencing with calendar year 1993, each eligible Director may elect to
participate in the Plan by directing that all or any part of the compensation
(including fees payable for services as chairman or a member of a committee of
the Board) which otherwise would have been payable currently for services
rendered as a Director ("Compensation") during such calendar year and succeeding
calendar years shall be credited to a deferred compensation account (the
"Director's Account"). Any person who shall become a Director during any
calendar year, and who was not a Director of the Corporation prior to the
beginning of such calendar year, may elect, within 30 days after the Director's
term begins, to defer payment of all or any part of the Director's Compensation
earned during the remainder of such calendar year and for succeeding calendar
years; provided, however, that such election shall only be implemented six
months after the date such election is filed with the Corporation pursuant to
Section 2(b). Notwithstanding the foregoing, with respect to calendar year
1992, each eligible Director may elect within two weeks after the effective date
of this Plan (as described in Paragraph 6, below) to defer the Director's
Compensation beginning six months after such election.
b. Form and Duration of Election. An election to participate in the
-----------------------------
Plan shall be made by written notice signed by the Director and filed with the
Secretary of the Corporation. Such election shall specify the amount of the
Director's Compensation to be deferred and specify an allocation of the deferred
Compensation between cash and "Shares" as herein provided. For purposes of this
Plan, "Shares" shall mean shares of the common stock of the Corporation. Such
election shall continue until the Director terminates such election by signed
written notice filed with the Secretary of the Corporation. Any such termination
shall become effective six months after notice is given and only with respect to
Compensation payable thereafter. Amounts credited to the Director's Account
prior to the effective date of termination shall not be affected by such
termination and shall be distributed only in accordance with the terms of the
Plan.
<PAGE>
c. Renewal. A Director who has terminated his election to
-------
participate may thereafter file another election to participate for the calendar
year subsequent to the filing of such election and succeeding calendar years,
subject to Section 2(a) hereof.
3. The Director's Account. All compensation which a Director has elected
----------------------
to defer under the Plan shall be credited, at the Director's election, to the
Director's Account as follows:
a. As of the date the Director's Compensation would otherwise be
payable, the Director's Account will be credited with an amount of cash equal to
the amount of such Compensation which the Director elected to defer and to be
allocated to cash.
b. As of the date the Director's Compensation would otherwise be
payable, there shall be credited to the Director's Account the number of full
and fractional Shares obtained by dividing the amount of such Compensation which
the Director elected to defer and to be allocated to Shares by the average of
the closing price of a Share on the principal stock exchange on which such
Shares are then listed, or, if they are not then listed on a stock exchange, the
average of the closing price of a Share on the NASDAQ National Market System, on
the last ten business days of the calendar quarter or month, as the case may be,
for which such Compensation is payable.
c. At the end of each calendar quarter there shall be credited to
the Director's Account the number of full and/or fractional Shares obtained by
dividing the dividends which would have been paid on the Shares credited to the
Director's Account as of the dividend record date, if any, occurring during such
calendar quarter if such shares had been shares of issued and outstanding Shares
on such date, by the closing price of a Share on the principal stock exchange on
which such Shares are then listed, or, if Shares are not then listed on a stock
exchange, the closing price of a Share on the NASDAQ National Market System, on
the date such dividend(s) is paid. In the case of stock dividends, there shall
be credited to the Director's Account the number of full and/or fractional
shares of Shares which would have been issued with respect to the Shares
credited to the Director's Account as of the dividend record date if such Shares
had been shares of issued and outstanding Shares on such date.
d. No fractional share interests credited to a Director's Account
shall be distributed pursuant to Section 4 hereof. Instead, any fractional
Shares remaining at the time the final distribution is made pursuant to
paragraph 4 herein shall be converted into a cash credit by multiplying the
number of fractional shares by the average of the closing price of a Share on
the principal stock exchange on which Shares are then listed, or, if they are
not then listed on any stock exchange, the average of the closing price of a
Share on the NASDAQ National Market System, on the last ten business days prior
to the date of the final distribution from the Director's Account.
e. Cash amounts credited to the Director's Account pursuant to
subparagraph (a) above shall accrue interest commencing from the date the cash
amounts are credited to the Director's Account at a rate per annum to be
determined from time to time by the Board of Directors (the "Board"). Amounts
credited to the Director's Account shall continue to accrue interest until
distributed in accordance with the Plan.
-2-
<PAGE>
The Director shall not have any interest in the cash or Shares credited to
the Director's Account until distributed in accordance with the Plan.
4. Distribution from Accounts.
--------------------------
a. Form of Election. At the time a Director makes a participation
----------------
election pursuant to paragraphs 2(a) or 2(c), the Director shall also file with
the Secretary of the Corporation a signed written election with respect to the
method of distribution of the aggregate amount of cash and Shares credited to
the Director's Account pursuant to such participation election. A Director may
elect to receive such amount in one lump-sum payment or in a number of
approximately equal annual installments (provided the payout period does not
exceed 15 years). The lump-sum payment or the first installment shall be paid as
of the first business day of the calendar quarter immediately following the
cessation of the Director's service as a Director of the Corporation. Subsequent
installments shall be paid as of the first business day of each succeeding
calendar quarter until the entire amount credited to the Director's Account
shall have been paid. A cash payment will be made with the final distribution
for any fraction of a Share in accordance with paragraph 3(d) hereof.
b. Adjustment of Method of Distribution. A Director participating in
------------------------------------
the Plan may, prior to the beginning of any calendar year, file another written
notice with the Secretary of the Corporation electing to change the method of
distribution of the aggregate amount of cash and Shares credited to the
Director's Account for services rendered as a Director commencing with such
calendar year. Amounts credited to the Director's Account prior to the effective
date of such change shall not be affected by such change and shall be
distributed only in accordance with the election in effect at the time such
amounts were credited to the Director's Account.
5. Distribution on Death. If a Director should die before all amounts
---------------------
credited to the Director's Account shall have been paid in accordance with the
election referred to in paragraph 4, the balance in such Account as of the date
of the Director's death shall be paid promptly following the Director's death to
the beneficiary designated in writing by the Director. Such balance shall be
paid to the estate of the Director if (a) no such designation has been made, or
(b) the designated beneficiary shall have predeceased the Director and no
further designation has been made.
6. Effective Date. This Plan originally became effective on its approval
--------------
by the shareholders of this Corporation in September, 1991. This Amended and
Restated Plan shall become effective when approved by the affirmative vote of
the holders of a majority of the voting shares of the Corporation present, or
represented, and voting at a meeting duly held in accordance with the Delaware
General Corporation Law.
7. Shares Issuable. The maximum number of Shares which may be issued
---------------
pursuant to this Plan is 275,000.
8. Limitation on Distributions. Notwithstanding anything to the contrary
---------------------------
in this Plan, the maximum number of Shares which can be issued pursuant to this
Plan in any fiscal year is one percent (1%) of the outstanding number of Shares
at the beginning of such fiscal
-3-
<PAGE>
year, except to the extent that a greater distribution is authorized by the
Board (as defined below). If distributions would exceed this amount,
distributions to each Director shall be reduced on a pro rata basis. Shares not
distributed in any fiscal year because of this Section 8 shall be distributed as
soon as possible in the next fiscal year, within the limits of this Section 8.
9. Miscellaneous.
-------------
a. The right of a Director to receive any amount in the Director's
Account shall not be transferable or assignable by the Director, except by a
beneficiary designation under Section 5, by will or by the laws of descent and
distribution, or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder, and no part of such
amount shall be subject to attachment or other legal process.
b. The Corporation shall not be required to reserve or otherwise set
aside funds or Shares for the payment of its obligations hereunder. The
Corporation shall make available as and when required a sufficient number of
Shares to meet the needs of the Plan, either by the issuance of new shares of
the common stock of the Corporation, or the purchase of Shares on the open
market or through private purchases, as the Corporation may determine.
c. The establishment and maintenance of, or allocation and credits,
to the Director's Account shall not vest in the Director or his beneficiary any
right, title or interest in and to any specific assets of the Corporation. A
Director shall not have any dividend or voting rights or any other rights of a
stockholder (except as expressly set forth in paragraph 3 with respect to
dividends and as provided in subparagraph (g) below) until the Shares credited
to a Director's Account are distributed. The rights of a Director to receive
payments under this Plan shall be no greater than the right of an unsecured
general creditor of this Corporation.
d. The Plan shall be administered by the Board. The Board shall have
the full discretion and power to interpret provisions of the Plan, to prescribe,
amend and rescind rules and regulations relating to the Plan, to compute amounts
to be credited to and distributed from Directors' Accounts, and to make all
other determinations it deems necessary or advisable to administer the Plan,
with all such determinations being final and binding; provided, however, that
-------- -------
the Board will not have the power to take any action relating to eligibility for
participation in the Plan or the number of Shares to be issued to each
participating Director.
e. The Board may at any time terminate the Plan or amend the Plan in
any manner it deems advisable and in the best interests of the Corporation;
provided, however, that (i) no amendment or termination shall impair the rights
of a Director with respect to amounts then credited to the Director's Account,
and (ii) no amendment shall accelerate any payments or distributions under the
Plan (except with regard to bona fide financial hardships).
---- ----
f. Each Director participating in the Plan will receive an annual
statement indicating the amount of cash and number of Shares credited to the
Director's Account as of the end of the preceding calendar year.
g. If adjustments are made to outstanding shares of Shares, or if
outstanding shares of Shares are converted into or exchanged for, other
securities or property, as a result of
-4-
<PAGE>
stock dividends, stock splits, reverse stock splits, recapitalizations,
reclassifications, mergers, split-ups, reorganizations, consolidations and the
like, an appropriate adjustment (as determined in good faith by the Board) will
also be made in the number and kind of shares or property credited to the
Director's Account, so that, when distributions are made pursuant to this Plan,
the Director will receive the number and kind of securities or property to which
a holder of Shares would have been entitled upon such event. In addition, if
outstanding Shares are converted into or exchanged for another security, all
references to "Shares" in this Plan shall be deemed to be references to such
other security.
-5-
<PAGE>
Exhibit 4.4
NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT is made as of the ___ day of
_______, 199_, between HOLLYWOOD PARK, INC., a Delaware corporation (the
"Company" and __________ (the "Optionee").
R E C I T A L S
A. The Board of Directors of the Company (the "Board") has determined
that it is to the advantage and in the best interests of the Company and its
stockholders to grant a nonqualified stock option to Optionee covering 400,000
shares of the Company's Common Stock, in order to more closely align the
Optionee's interests with those of other stockholders of the Company, and has
approved the execution of this Nonqualified Stock Option Agreement between the
Company and Optionee.
B. The option granted hereby is not intended to qualify as an "incentive
stock option" under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code").
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. The Company grants to Optionee the right and option
("Option") to purchase on the terms and conditions hereinafter set forth, all or
any part of an aggregate of 400,000 shares of Common Stock at the purchase
prices of $10.1875 per share as to 300,000 shares and $18.00 as to 100,000
shares. The Option shall be exercisable from time to time in accordance with the
provisions of this Agreement during a period expiring on the tenth anniversary
of the date of this Agreement (the "Expiration Date") or earlier in accordance
with Section 4 hereof.
2. Vesting. No portion of this Option shall vest prior to the dates
indicated below. Subject to Section 4 hereof, on or after the date of grant and
the following dates this Option may be exercised up to the indicated percentage
of shares covered by this Option:
<TABLE>
<CAPTION>
Percentage of Each Priced
Option Initially Cumulative Percentage
Date Exercisable Exercisable
- -------------------------------------------------------------------------------------------------
<S> <C> <C>
Effective Date 25% 25%
First Anniversary of
Effective Date 25% 50%
Second Anniversary of
Effective Date 25% 75%
Third Anniversary of
Effective Date 25% 100%
</TABLE>
<PAGE>
Subject to earlier termination under Section 4 hereof, at any time after the
third anniversary of the Effective Date, but no later than the Expiration Date,
Optionee may purchase all or any part of the shares subject to this Option which
Optionee theretofore failed to purchase. The grant of 300,000 of the 400,000
options (including 100,000 options exercisable at $18) which are the subject of
this option are expressly subject to the approval by the stockholders of the
Company of such grant and, accordingly, none of the options vesting after the
Effective Date may be exercised unless and until such approval has been
obtained. In each case the number of shares which may be purchased shall be
calculated to the nearest full share.
Notwithstanding the foregoing, the options granted hereby shall become
fully exercisable prior to the scheduled dates above (subject, however, to the
provisions of the paragraph relating to stockholder approval) if Executive's
employment with the Company pursuant to the terms of his employment agreement
with the Company of even date herewith (the "Employment Agreement") is
terminated prior to the expiration of the term by the Company without cause or
by Executive for good reason (as defined in the Employment Agreement) or due to
a Change of Control (as defined in the Employment Agreement). Further, if
Executive has not been offered appointment as chief executive officer of the
Company by December 31, 1999, and as a result terminates his employment on or
before March 31, 2000, then the options which would have vested on January 1,
2001 shall become vested concurrently with such termination.
The payments that Executive shall be entitled to receive upon the exercise
of the options covered hereby and under his Employment Agreement shall in all
events be limited by the provisions of Section 280G of the Internal Revenue Code
("Code") and the regulations thereunder (or their then equivalents) and no
payment shall be made (and no option vesting accelerated) that would have the
result of limiting the deductibility of such payments by the Company that would
result in the imposition of an excise tax under Section 4999 of the Code.
3. Manner of Exercise. Each exercise of this Option shall be by means of
a written notice of exercise delivered to the Company, specifying the number of
shares to be purchased, the exercise price of the options being exercised and
accompanied by payment to the Company (x) of the full purchase price of the
shares to be purchased (i) in cash or by certified, cashier's or (as funds
clear) personal check payable to the order of the Company, or (ii) by delivery
of shares of Common Stock of the Company which have been owned by the Optionee
for over six months and which are in the possession of the Optionee, or a
combination thereof, and (y) of any required withholding taxes (as contemplated
by Section 6 hereof) in cash or by certified, cashier's or (as funds clear)
personal check payable to the order of the Company. Payment of the exercise
price may also be made by delivering (i) a properly executed exercise notice
instructing the Company to deliver the shares being purchased to a broker,
subject to the broker's delivery of cash to the Company equal to the exercise
price plus any applicable tax withholding amount, (ii) irrevocable instructions
to the broker to promptly deliver to the Company such amounts, and (iii) such
other documentation as the Company and the broker shall request. This Option may
not be exercised for a fraction of a share and no partial exercise of this
Option may be for less than
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<PAGE>
(i) one hundred (100) shares or (ii) the total number of shares then eligible
for exercise, if less than one hundred (100) shares.
This Option may be exercised (i) during the lifetime of the Optionee only
by the Optionee; (ii) to the extent permitted by the Committee or by the terms
of this Agreement, Optionee's spouse if such spouse obtained the Option pursuant
to a qualified domestic relations order as defined by the Code or Title I of
ERISA, or the rules thereunder ("Qualified Domestic Relations Order"); and (iii)
after the Optionee's death by his or her transferees by will or the laws of
descent or distribution, and not otherwise, regardless of any community property
interest therein of the spouse of the Optionee, or such spouse's successors in
interest. If the spouse of the Optionee shall have acquired a community property
interest in this Option, the Optionee, or the Optionee's permitted successors in
interest, may exercise the Option on behalf of the spouse of the Optionee or
such spouse's successors in interest.
4. Cessation of Services, Death or Permanent Disability. If the Optionee
ceases to be employed by or provide services to the Company or one of its
subsidiaries for any reason other than the Optionee's death, "permanent
disability" (within the meaning of Section 22(e)(3) of the Code) or termination
for "Cause" (as defined below), the Option shall be exercisable until the
earlier of (i) the Expiration Date or (ii) a date three (3) months after the
Optionee ceases to be employed by or provide services to the Company or one of
its subsidiaries, but only to the extent the Option was or became exercisable
due to such termination or cessation of employment or services and shall
thereafter expire and be void and of no further force or effect. The employment
or other relationship of the Optionee to the Company or any subsidiary shall be
deemed to continue during any leave of absence which has been authorized in
writing by the Committee.
If the Optionee dies or becomes "permanently disabled" while the
Optionee is employed by or providing services to the Company or any of its
subsidiaries, the Option shall be exercisable until the earlier of (i) the
Expiration Date or (ii) a date six (6) months after the date of such death or
"permanent disability", but only to the extent the Option was exercisable on the
date of death or "permanent disability", and shall thereafter expire and be void
and of no further force or effect. During such period after death, any vested,
unexercised portion of the Option may be exercised by the person or persons to
whom the Optionee's rights under the Option shall pass by reason of the death of
the Optionee, whether by will or by the applicable laws of descent and
distribution.
If the Optionee is terminated for Cause, either as an employee of or
as a provider of services to the Company or one of its subsidiaries, then the
Option shall terminate immediately and be void and of no further force or effect
and may not be exercised for any reason. For purposes of this Agreement, the
Optionee shall be deemed to have been terminated for "Cause" if such termination
was as a result of any one or more of the events specified in Sections 6.1.1,
6.1.2 and 6.1.3 of the Employment Agreement, which provisions are incorporated
herein by this reference.
If the Optionee is terminated for Cause, the Company shall have the
option, exercisable within ninety (90) days of termination, to repurchase any
shares of Common
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<PAGE>
Stock acquired by the Optionee through the exercise of this Option during the
three-month period immediately preceding such termination and which are still
held by the Optionee. The repurchase price per share payable by the Company
shall be the exercise price paid by the Optionee as specified in Section 1
hereof, plus interest at the rate of ten percent (10%) per annum from the date
of payment of the exercise price by the Optionee. Certificates representing the
shares of Common Stock acquired by the Optionee pursuant to the exercise of this
Option may bear a legend regarding the Company's repurchase option.
Any unvested portion of the Option at the date of cessation of
employment or of provision of services, whether or not for Cause, or of death or
permanent disability, as the case may be and which do not become vested by
reason of such termination, shall immediately be cancelled and shall not be
exercisable.
5. Shares to be Issued in Compliance with Federal Securities and Other
Applicable Laws and Exchange Rules. By accepting the Option, Optionee
represents and agrees, for Optionee and his or her legal successors (by will or
the laws of descent and distribution or through a Qualified Domestic Relations
Order), that none of the shares purchased upon exercise of the option will be
acquired with a view to any sale, transfer or distribution of said shares in
violation of the Securities Act of 1933, as amended (the "Securities Act"), and
the rules and regulations promulgated thereunder, any applicable state "blue
sky" laws or any applicable foreign laws. If required by the Committee at the
time the Option is exercised, Optionee or any other person entitled to exercise
the Option shall furnish evidence satisfactory to the Company (including a
written and signed representation) to such effect in form and substance
satisfactory to the Company, including an indemnification of the Company in the
event of any violation of the Securities Act, state blue sky laws or any
applicable foreign laws by such person.
The Company covenants and agrees to use its reasonable best efforts to file
and keep effective a Registration Statement on Form S-8 and such listing
applications with the New York Stock Exchange as may be appropriate covering the
issuance of the shares of Common Stock which are the subject of this Option.
No shares shall be issued and delivered upon the exercise of any
option unless and until there shall have been full compliance with all
applicable requirements of the Securities Act (whether by registration or
satisfaction of exemption conditions), all applicable listing requirements of
any principal securities exchange on which shares of the same class are then
listed and any other requirements of law (including without limitation state
blue sky laws) or of any regulatory bodies having jurisdiction over such
issuance and delivery.
6. Withholding of Taxes. Upon the exercise of this Option, the Company
shall have the right to require Optionee or Optionee's legal successor to pay
the Company the amount of any taxes which the Company may be required to
withhold with respect to such shares.
7. No Assignment. This Option and all other rights and privileges granted
hereby shall not be transferred, assigned, pledged or hypothecated, either
voluntarily or by
-4-
<PAGE>
operation of law otherwise than by will or the laws of descent and distribution
or pursuant to a Qualified Domestic Relations Order. Upon any attempt to so
transfer, assign, pledge, hypothecate or otherwise dispose of this Option or any
other right or privileges granted hereby contrary to the provisions hereof, this
Option and all rights and privileges contained herein shall immediately become
null and void and of no further force or effect.
8. Adjustment for Reorganizations, Stock Splits, etc. If the outstanding
shares of Common Stock of the Company (or any other class of shares or
securities which shall have become issuable upon the exercise of this Option
pursuant to this sentence) are increased or decreased or changed into or
exchanged for a different number or kind of shares or securities of the Company
through reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, an appropriate
and proportionate adjustment shall be made in the maximum number and kind of
shares or securities receivable upon the exercise of this Option, without change
in the aggregate purchase price applicable to the unexercised portion of this
Option, but with a corresponding adjustment in the price for each share or other
unit of any security covered by this Option.
If the majority of any class of directors be comprised of individuals
who were not either nominated by the then existing Board of Directors or had not
been appointed by the then existing Board of Directors (any of the foregoing, a
"Corporate Transaction"), subject to the following sentence, the Plan and this
Option shall terminate and be of no further force and effect. Notwithstanding
the foregoing, the Committee shall provide in writing in connection with any
such transaction for either or both of the following alternatives: (i) for this
Option (if granted more than six months before such transaction) to become
immediately exercisable in full notwithstanding the provisions of Sections 2 and
3 hereof; or (ii) for the payment in cash or stock at the option of the
Committee in lieu of and in complete satisfaction of this Option. Option Holder
shall be entitled to the most favorable treatment afforded to any other senior
executive relative to the foregoing. The Option Holder may exercise the Option
subject to the consummation of a Corporate Transaction.
Adjustments under this Section 8 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under this Option on any such adjustment.
9. Participation by Optionee in Other Company Plans. Nothing herein
contained shall affect the right of Optionee to participate in and receive
benefits under and in accordance with the then current provisions of any
pension, insurance, profit sharing or other employee welfare plan or program of
the Company or of any subsidiary of the Company.
10. No Rights as a Stockholder Until Issuance of Stock Certificate.
Neither Optionee nor any other person legally entitled to exercise this Option
shall be entitled to any of the rights or privileges of a stockholder of the
Company in respect of any shares issuable upon any exercise of this Option
unless and until a certificate or certificates representing such shares shall
have been actually issued and delivered to Optionee.
-5-
<PAGE>
11. Not an Employment or Service Contract. Nothing herein contained shall
be construed as an agreement by the Company or any of its subsidiaries, express
or implied, to employ Optionee or contract for Optionee's services, to restrict
the Company's or such subsidiary's right to discharge Optionee or cease
contracting for Optionee's services or to modify, extend or otherwise affect in
any manner whatsoever, the terms of any employment agreement or contract for
services which may exist between Optionee and the Company or any of its
subsidiaries.
12. Governing Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the internal substantive laws of the State of
Delaware, without regard to the conflict of laws provisions of that or any other
State.
HOLLYWOOD PARK, INC.
By:_____________________________
Its:____________________________
OPTIONEE
________________________________
Name:
-6-
<PAGE>
Exhibit 4.5
NONQUALIFIED STOCK OPTION AGREEMENT
This NONQUALIFIED STOCK OPTION AGREEMENT is effective as of the ___ day of
______, 199_ ("Effective Date"), between HOLLYWOOD PARK, INC., a Delaware
corporation (the "Company"), and _____________ (the "Optionee").
R E C I T A L S
A. Optionee is a director of the Company and a member of the Company's
Compensation Committee (the "Committee") and as such is not eligible
to participate in the Company's Stock Option Plans.
B. The Board of Directors of the Company (the "Board") has determined
that it is to the advantage and in the best interests of the Company
and its stockholders to grant a nonqualified stock option to Optionee
covering 5,000 shares of the Company's Common Stock, and has approved
the execution of this Nonqualified Stock Option Agreement between the
Company and Optionee.
C. The option granted hereby is not intended to qualify as an "incentive
stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. The Company grants to Optionee the right and option
("Option") to purchase on the terms and conditions hereinafter set forth, all or
any part of an aggregate of 5,000 shares of Common Stock at the purchase price
of $14.75 per share. The Option shall be exercisable from time to time in
accordance with the provisions of this Agreement during a period expiring on the
tenth anniversary of the date of this Agreement (the "Expiration Date") or
earlier in accordance with Section 4 hereof.
2. Vesting. Except as provided in Section 8, no portion of this Option
shall vest prior to the dates indicated below. Subject to Section 4 hereof,
after the Effective Date and the following dates, this Option may be exercised
up to the indicated percentage of shares covered by this Option:
<TABLE>
<CAPTION>
Percentage of Each Priced
Option Initially Cumulative Percentage
Date Exercisable Exercisable
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Effective Date 0% 0%
First Anniversary of
Effective Date 33% 33%
Second Anniversary of
Effective Date 33% 66%
Third Anniversary of
Effective Date 34% 100%
</TABLE>
<PAGE>
Subject to earlier termination under Section 4 hereof, at any time after the
third anniversary of the Effective Date, but no later than the Expiration Date,
Optionee may purchase all or any part of the shares subject to this Option which
Optionee theretofore failed to purchase. In each case the number of shares which
may be purchased shall be calculated to the nearest full share.
Notwithstanding the foregoing, the Option granted hereby may become
fully exercisable prior to the scheduled dates above in accordance with the
provisions of Section 8 hereof.
3. Manner of Exercise. Each exercise of this Option shall be by means of
a written notice of exercise delivered to the Company, specifying the number of
shares to be purchased, the exercise price of the options being exercised and
accompanied by payment to the Company (x) of the full purchase price of the
shares to be purchased (i) in cash or by certified, cashier's or (as funds
clear) personal check payable to the order of the Company, or (ii) by delivery
of shares of Common Stock of the Company which have been owned by the Optionee
for over six months and which are in the possession of the Optionee, or a
combination thereof, and (y) of any required withholding taxes (as contemplated
by Section 6 hereof) in cash or by certified, cashier's or (as funds clear)
personal check payable to the order of the Company. Payment of the exercise
price may also be made by delivering (i) a properly executed exercise notice
instructing the Company to deliver the shares being purchased to a broker,
subject to the broker's delivery of cash to the Company equal to the exercise
price plus any applicable tax withholding amount, (ii) irrevocable instructions
to the broker to promptly deliver to the Company such amounts, and (iii) such
other documentation as the Company and the broker shall request. This Option may
not be exercised for a fraction of a share and no partial exercise of this
Option may be for less than (i) one hundred (100) shares or (ii) the total
number of shares then eligible for exercise, if less than one hundred (100)
shares.
This Option may be exercised (i) during the lifetime of the Optionee
only by the Optionee; (ii) to the extent permitted by the Committee or by the
terms of this Agreement, Optionee's spouse if such spouse obtained the Option
pursuant to a qualified domestic relations order as defined by the Code or Title
I of ERISA, or the rules thereunder ("Qualified Domestic Relations Order"); and
(iii) after the Optionee's death by his or her transferees by will or the laws
of descent or distribution, and not otherwise, regardless of any community
property interest therein of the spouse of the Optionee, or such spouse's
successors in interest. If the spouse of the Optionee shall have acquired a
community property interest in this Option, the Optionee, or the Optionee's
permitted successors in interest, may exercise the Option on behalf of the
spouse of the Optionee or such spouse's successors in interest.
4. Cessation of Services, Death or Permanent Disability. If the Optionee
ceases to be a director of the Company for any reason other than the Optionee's
death or "permanent disability" (within the meaning of Section 22(e)(3) of the
Code), the Option
-2-
<PAGE>
shall be exercisable until the earlier of (i) the Expiration Date or (ii) a date
three (3) months after the Optionee ceases to be a director of the Company, but
only to the extent the Option was or became exercisable due to such termination
or cessation of service, and shall thereafter expire and be void and of no
further force or effect. The relationship of the Optionee to the Company or any
subsidiary shall be deemed to continue during any leave of absence which has
been authorized in writing by the Committee.
If the Optionee dies or becomes "permanently disabled" while the
Optionee is employed by or providing services to the Company or any of its
subsidiaries, the Option shall be exercisable until the earlier of (i) the
Expiration Date or (ii) a date six (6) months after the date of such death or
"permanent disability", but only to the extent the Option was exercisable on the
date of death or "permanent disability", and shall thereafter expire and be void
and of no further force or effect. During such period after death, any vested,
unexercised portion of the Option may be exercised by the person or persons to
whom the Optionee's rights under the Option shall pass by reason of the death of
the Optionee, whether by will or by the applicable laws of descent and
distribution.
Any unvested portion of the Option at the date of cessation of
provision of services or of death or permanent disability, as the case may be,
and which do not become vested by reason of such termination shall immediately
be cancelled and shall not be exercisable.
5. Shares to be Issued in Compliance with Federal Securities and Other
Applicable Laws and Exchange Rules. By accepting the Option, Optionee represents
and agrees, for Optionee and his or her legal successors (by will or the laws of
descent and distribution or through a Qualified Domestic Relations Order), that
none of the shares purchased upon exercise of the option will be acquired with a
view to any sale, transfer or distribution of said shares in violation of the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder, any applicable state "blue sky" laws or any
applicable foreign laws. If required by the Committee at the time the Option is
exercised, Optionee or any other person entitled to exercise the Option shall
furnish evidence satisfactory to the Company (including a written and signed
representation) to such effect in form and substance satisfactory to the
Company, including an indemnification of the Company in the event of any
violation of the Securities Act, state blue sky laws or any applicable foreign
laws by such person.
No shares shall be issued and delivered upon the exercise of any
option unless and until there shall have been full compliance with all
applicable requirements of the Securities Act (whether by registration or
satisfaction of exemption conditions), all applicable listing requirements of
any principal securities exchange on which shares of the same class are then
listed and any other requirements of law (including without limitation state
blue sky laws) or of any regulatory bodies having jurisdiction over such
issuance and delivery.
6. Withholding of Taxes. Upon the exercise of this Option, the Company
shall have the right to require Optionee or Optionee's legal successor to pay
the Company the
-3-
<PAGE>
amount of any taxes which the Company may be required to withhold with respect
to such shares.
7. No Assignment. This Option and all other rights and privileges granted
hereby shall not be transferred, assigned, pledged or hypothecated, either
voluntarily or by operation of law otherwise than by will or the laws of descent
and distribution or pursuant to a Qualified Domestic Relations Order. Upon any
attempt to so transfer, assign, pledge, hypothecate or otherwise dispose of this
Option or any other right or privileges granted hereby contrary to the
provisions hereof, this Option and all rights and privileges contained herein
shall immediately become null and void and of no further force or effect.
8. Adjustment for Reorganizations, Stock Splits, etc. If the outstanding
shares of Common Stock of the Company (or any other class of shares or
securities which shall have become issuable upon the exercise of this Option
pursuant to this sentence) are increased or decreased or changed into or
exchanged for a different number or kind of shares or securities of the Company
through reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, an appropriate
and proportionate adjustment shall be made in the maximum number and kind of
shares or securities receivable upon the exercise of this Option, without change
in the aggregate purchase price applicable to the unexercised portion of this
Option, but with a corresponding adjustment in the price for each share or other
unit of any security covered by this Option.
Upon (i) the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
(ii) a sale of substantially all the property or more than forty percent (40%)
of the then outstanding stock of the Company to another corporation (whether by
merger or otherwise); or (iii) if the majority of any class of directors be
comprised of individuals who were not either nominated by the then existing
Board of Directors or had not been appointed by the then existing Board of
Directors (any of the foregoing, a "Corporate Transaction"), subject to the
following sentence, this Option shall terminate and be of no further force and
effect. Notwithstanding the foregoing, the Committee shall provide in writing in
connection with any such transaction for either or both of the following
alternatives: (i) for this Option to become immediately exercisable in full
notwithstanding the provisions of Sections 2 and 3 hereof; or (ii) for the
payment in cash or stock at the option of the Committee in lieu of and in
complete satisfaction of this Option. The Option Holder may exercise the Option
subject to the consummation of a Corporate Transaction.
Adjustments under this Section 8 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under this Option on any such adjustment.
9. Participation by Optionee in Other Company Plans. Nothing herein
contained shall affect the right of Optionee to participate in and receive
benefits under and in accordance with the then current provisions of any
pension, insurance, profit sharing or
-4-
<PAGE>
other employee welfare plan or program of the Company or of any subsidiary of
the Company.
10. No Rights as a Stockholder Until Issuance of Stock Certificate.
Neither Optionee nor any other person legally entitled to exercise this Option
shall be entitled to any of the rights or privileges of a stockholder of the
Company in respect of any shares issuable upon any exercise of this Option
unless and until a certificate or certificates representing such shares shall
have been actually issued and delivered to Optionee.
11. Not an Employment or Service Contract. Nothing herein contained shall
be construed as an agreement by the Company or any of its subsidiaries, express
or implied, to employ Optionee or contract for Optionee's services.
12. Governing Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the internal substantive laws of the State of
Delaware, without regard to the conflict of laws provisions of that or any other
State.
HOLLYWOOD PARK, INC.
By:_____________________________
Its:____________________________
OPTIONEE
________________________________
-5-
<PAGE>
Exhibit 5.1
August 31, 1999
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 (i) 275,000 shares of the Common Stock (the "Common
Stock") of Hollywood Park, Inc., a Delaware corporation (the "Company"),
issuable pursuant to the Company's Amended and Restated Directors Deferred
Compensation Plan ("Directors Plan"), and (ii) 822,500 shares of the Common
Stock of the Company issuable upon exercise of options to purchase an aggregate
of 822,500 shares of Common Stock granted to certain directors and officers of
the Company (the "Stock Options"). As such counsel, we have examined the
Directors Plan and the Stock Options and the sale and issuance of the Common
Stock pursuant thereto 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, the
Directors Plan and the Stock Options, will be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Irell & Manella LLP
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 (i) pursuant to
the Amended and Restated Hollywood Park, Inc. Directors Deferred Compensation
Plan and (ii) upon exercise of options to purchase an aggregate of 822,500
shares of Common Stock granted to certain officers and directors of Hollywood
Park, Inc. of our report dated February 23, 1999 on the consolidated balance
sheets of Hollywood Park, Inc. and subsidiaries as of December 31, 1998 and
1997, and the related consolidated statements of operations, stockholders'
equity and cash flows for the three years ended December 31, 1998, which report
appears in the Annual Report on Form 10-K of Hollywood Park, Inc. for the fiscal
year ended December 31, 1998.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Los Angeles, California
August 31, 1999
