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): May 13, 1999
Powerhouse Technologies, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 0-193220 81-0470853
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
115 Perimeter Center Place, Suite 911, Atlanta, GA 30346
(Address of principal executive offices and zip code)
(770) 481-1800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On May 13, 1999, Powerhouse Technologies, Inc. (the "Company") announced
that it had entered into an agreement with Anchor Gaming ("Anchor") pursuant to
which the Company consented to the purchase by Anchor or its affiliates of up to
5% of the Company's outstanding shares of common stock prior to the consummation
of the previously announced merger transaction by and between the Company and
Anchor. Anchor agreed to vote any such shares that it acquires consistent with
the recommendation of the Company's board of directors, and if Anchor Gaming
beneficially owns any shares of common stock of Powerhouse Technologies, Inc.
acquired under the terms of this letter agreement at the time that any
transaction involving a Superior Proposal (as defined in the Agreement and Plan
of Merger) is consummated, then Anchor Gaming agrees to dispose of such shares
at the closing of such transaction as recommended by the Board of Directors of
Powerhouse Technologies, Inc.
Copies of the letter agreement and the press release issued by the Company
relating thereto have been filed as exhibits to this Current Report on Form 8-K
and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
----------------------------------
(c) EXHIBITS
99.1 Letter agreement dated as of May 7, 1999 among
Anchor Gaming and Powerhouse Technologies, Inc.
99.2 Press Release of the Company dated May 13, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POWERHOUSE TECHNOLOGIES, INC.
By:/s/ Richard M.Haddrill
----------------------
Name: Richard M. Haddrill
Title: President and Chief
Executive Officer
Dated: May 13, 1999
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
99.1 Letter agreement dated as of May 7, 1999 among
Anchor Gaming and Powerhouse Technologies, Inc. 5
99.2 Press Release of the Company dated May 13, 1999 7
4
Exhibit 99.1
Anchor Gaming
815 Pilot Road
Suite G
Las Vegas, NV 89119
May 7, 1999
Mr. Alan A. Rassaby
Powerhouse Technologies, Inc.
115 Perimeter Place, Suite 911
Atlanta, Georgia 30346
VIA FACSIMILE, ORIGINAL TO FOLLOW
Dear Alan:
This letter will set forth our agreement as follows:
o You agree that notwithstanding any provision of the Agreement and Plan of
Merger dated March 9, 1999 between you and the undersigned, as amended, or
any agreements executed by Anchor Gaming in connection with the Agreement
and Plan of Merger (including, without limitation, any confidentiality or
similar agreement), Anchor Gaming and its affiliates will be permitted to
acquire less than 5% of the outstanding common stock of Powerhouse
Technologies, Inc. prior to the closing of the Merger Agreement.
o Anchor Gaming understands that it will be subject to state and federal
securities laws regarding purchases and sales of securities while in
possession of material non-public information with respect to any such
acquisition. It will inform its affiliates of such obligations as well.
o Anchor Gaming agrees, and agrees to cause each affiliate of Anchor Gaming
that acquires any such common stock pursuant to this letter agreement to
vote any such shares consistent with the recommendation of the Board of
Directors of Powerhouse from time to time, and to dispose of or hold any
such shares in connection with any Third Party Acquisition involving
Powerhouse consistent with the recommendations of the Board of Directors of
Powerhouse, and if Anchor Gaming beneficially owns any shares of common
stock of Powerhouse Technologies, Inc. acquired under the terms of this
letter agreement at the time that any transaction involving a Superior
Proposal (as defined in the Agreement and Plan of Merger) is consummated,
then Anchor Gaming agrees to dispose of such shares at the closing of such
transaction as recommended by the Board of Directors of Powerhouse
Technologies, Inc.
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Powerhouse Technologies, Inc.
May 7, 1999
Page 2
o Anchor Gaming agrees, and agrees to cause each affiliate of Anchor Gaming,
to refrain from purchasing any such common stock until two (2) business
days following the filing by Powerhouse Technologies, Inc. of a Current
Report on Form 8-K announcing the subject matter of this letter.
Please sign and return the additional copy of this letter if it accurately
reflects our agreement.
/s/ Geoffrey A. Sage
Geoffrey A. Sage, CPA
Chief Financial Officer
AGREED AND ACCEPTED
POWERHOUSE TECHNOLOGIES, INC.
By: /s/ Alan A. Rassaby
Its: Sr. VP Legal and Administration
Date: May 13, 1999
cc: Hughes & Luce L.L.P.
Rogers & Hardin L.L.P.
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Exhibit 99.2
ANCHOR GAMING APPROVED TO PURCHASE UP TO 5% OF
POWERHOUSE TECHNOLOGIES' COMMON STOCK
Merger With Anchor Gaming On Target For Third Quarter Close
FOR IMMEDIATE RELEASE: Thursday, May 13, 1999
Contact: Susan J. Carstensen Wayne Brown
Chief Financial Officer Senior Vice President
Powerhouse Technologies, Inc. Carl Thompson Associates
877/770-7974 800/959-9677
e-mail: [email protected] e-mail: [email protected]
[ATLANTA] -- Powerhouse Technologies, Inc. (Nasdaq National Market: PWRH) has
agreed to permit Anchor Gaming (Nasdaq National Market: SLOT) to acquire up to 5
percent of Powerhouse's common stock in open market or privately negotiated
transactions. Anchor Gaming has agreed to vote all Powerhouse stock so acquired
in accordance with the recommendations of Powerhouse's Board of Directors.
Powerhouse and Anchor Gaming entered into a merger agreement on March 9,
1999. Under the terms of the merger agreement, which is subject to shareholder
and regulatory approval, Anchor will acquire Powerhouse for $19.50 per share in
an all-cash merger. Both companies filed for Hart-Scott-Rodino antitrust
clearance as required by the Federal Trade Commission and the Justice
Department, and the 30-day waiting period under the Hart-Scott-Rodino Act has
expired. All other required regulatory filings have been made, and Powerhouse
has scheduled a shareholder meeting for June 7, 1999 to vote on the merger.
Powerhouse currently expects that the merger will close in the third quarter
1999.
"We are happy to give Anchor the opportunity to purchase shares," said
Richard M. Haddrill, Chief Executive Officer and President of Powerhouse
Technologies. "It demonstrates Anchor's confidence in our business."
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Powerhouse Technologies, Inc., through its operating units - VLC, AWI, and
United Tote -- is one of the leading suppliers of system software, equipment,
and related services for on-line lotteries, video lotteries, and pari-mutuel
systems throughout the world, and is a manufacturer and distributor of gaming
devices for casinos. Presently, the Company's equipment and systems are in
operation in the United States, Canada, Australia, Asia, Europe, South America,
and the Caribbean. Powerhouse also owns and operates Sunland Park Racetrack &
Casino in New Mexico. For more information about Powerhouse Technologies or its
subsidiaries, please visit Powerhouse's website at: www.pwrh.com.
###
The private securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements except for historical information. Some
statements in this release are forward-looking and are subject to certain risks
and uncertainties. These include, but are not limited to, economic conditions,
changes or regulation, the further approval of regulatory authorities,
production and/or quality control problems, demand for the products and services
of the Company, and the effects of competition. These risks and uncertainties
could significantly affect anticipated results in the future and actual results
may differ materially from any forward-looking statements. For more information
on the potential factors which could affect the Company's business and financial
results, see the Company's filings with the Securities and Exchange Commission.
The Company undertakes no obligation to update or revise such statements to
reflect new circumstances.
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