SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 12, 1998
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PLAYERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-14897 95-41745832
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
1300 Atlantic Avenue, Suite 800
Atlantic City, New Jersey 08402
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 449-7777
(Not applicable)
(Former name or former address, if changed since last report)
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Item 5. Other Events
On November 12, 1998, the Registrant released a press release, attached
hereto as Exhibit 99.1, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
Exhibit No. Exhibit Description
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99.1 Press release dated November 12, 1998 regarding the
Registrant's Board's rejection of $6.00 per share
merger proposal by Hollywood Park, Inc.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PLAYERS INTERNATIONAL, INC.
(Registrant)
By /s/ Peter J. Aranow
--------------------------------
Peter J. Aranow
Executive Vice President Finance,
Chief Financial Officer and Secretary
Dated: November 12, 1998
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EXHIBIT 99.1
PLAYERS INTERNATIONAL BOARD REJECTS HOLLYWOOD PARK'S
UNSOLICITED OFFER; COMPANY DECIDES TO EXPLORE ALTERNATIVES
ATLANTIC CITY, N.J.--(BUSINESS WIRE)--November 12, 1998--Players
International, Inc. (Nasdaq:PLAY) today announced that its board of directors
has voted unanimously to reject a previously disclosed unsolicited acquisition
proposal from Hollywood Park, Inc. (NYSE:HPK).
The decision of the Players board was based in part on the opinion of its
financial advisor, Donaldson, Lufkin & Jenrette, that the $6 per share price
proposed by Hollywood Park is inadequate. The board also noted that the
Hollywood Park proposal was conditioned on the Company agreeing to an
exclusivity period lasting through year-end, during which the Company would not
be free to solicit interest or negotiate with any other parties; that Hollywood
Park was unwilling to sign the customary confidentiality agreement; and that
Hollywood Park had not provided any evidence that it has obtained the financing
necessary to pursue its proposal.
The board of directors has instructed Donaldson, Lufkin & Jenrette to
explore other strategic alternatives designed to maximize shareholder value,
including the possibility of a business combination on terms that are in the
shareholders' best interests. There can be no assurance that any such
transaction will take place.
Players International, Inc., is a multi-jurisdictional casino and
entertainment gaming company. The Company owns and operates riverboat casino
facilities on the Ohio River in Metropolis, Ill., in Lake Charles, La., and in
Maryland Heights, Mo., a suburb of St. Louis.
This press release contains forward-looking statements made pursuant to the
safe harbor provisions of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These forward-looking statements are
subject to the following risks and uncertainties which could cause actual events
to differ from anticipated events: changes in patronage levels; changes in
gaming activity or wagering per passenger; and adverse regulatory or competitive
developments. Additional information concerning risk factors that could cause
actual results to differ materially from those projected in the forward-looking
statements is contained in the Company's filings with the Securities and
Exchange Commission.
