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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the quarter ended June 30, 1996 Commission File Number 0-20648
BOOMTOWN, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3044204
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 399, Verdi, Nevada 89439-0399
(Addressed of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 345-8643
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (of for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
On August 14, 1996, the registrant had outstanding 9,259,543 shares of its
common stock, $.01 par value.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
Boomtown, Inc.
Registrant
Date: August 14, 1996 /s/ Phil Bryan
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Phil Bryan, President; Chief Operating Officer
Date: August 14, 1996 /s/ Jon Whipple
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Jon Whipple, Corporate Controller; Principal
Accounting and Financial Officer
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SCHEDULE OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
3.1(5) Amended and Restated Certificate of Incorporation of Registrant.
3.2(11) Amended and Restated Bylaws of Registrant.
3.3(10) Amended and Restated Articles of Incorporation of Boomtown Hotel
& Casino, Inc.
3.4(10) Revised and Restated Bylaws of Boomtown Hotel & Casino, Inc.
3.5(10) Articles of Incorporation of Blue Diamond Hotel & Casino, Inc.
3.6(10) Bylaws of Blue Diamond Hotel & Casino, Inc.
3.7(10) Articles of Incorporation of Louisiana Gaming Enterprises, Inc.
3.8(10) Articles of Incorporation of Bayview Yacht Club, Inc.
3.9(10) Bylaws of Bayview Yacht Club, Inc.
3.10(11) Articles of Organization of Boomtown Iowa, L.C.
3.11(11) Articles of Incorporation of Boomtown Council Bluffs, Inc.
3.12(11) Bylaws of Boomtown Council Bluffs, Inc.
3.13(11) Articles of Incorporation of Boomtown Indiana, Inc.
3.14(11) Bylaws of Boomtown Indiana, Inc.
3.15(11) Articles of Incorporation of Boomtown Riverboat, Inc.
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3.16(11) Articles of Incorporation of Boomtown Missouri, Inc.
3.17(11) Bylaws of Boomtown Missouri, Inc.
4.1(1) Form of Warrant issued to the lead Underwriters of Boomtown,
Inc.'s initial public offering.
4.2(7) Form of Private Placement Note.
4.3(7) Form of Exchange Note.
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
4.4(7) Form of Subsidiary Guaranty.
4.5(7) Form of Addendum to Subsidiary Guaranty.
4.6(9) Registration Rights Agreement dated November 10, 1993, by and
among the Company and the Initial Purchases named herein.
4.7(7) Warrant Agreement dated as of November 10, 1993 between Boomtown,
Inc. and First Trust National Association, including Form of
Warrant Certificate.
10.1(11) Amended and Restated 1990 Stock Option Plan.
10.2(11) 1992 Director's Stock Option Plan.
10.3(5) 1993 Stock Bonus Plan.
10.4(1) Standard Form of Indemnification Agreement between Boomtown,
Inc.and its officers and directors.
10.5(1) Exercise of Option of Purchase and Agreement of Sale of Real
Property dated October 29, 1986 between Boomtown, Inc. and S.
Ross Mortensen and Irene Mortensen (the "Option Exercise
Agreements").
10.6(1) Note dated October 29, 1986 payable to Boomtown, Inc. to S. Ross
Mortensen and Irene Mortensen in the principal amount of $823,000
and accompanying Deed of Trust, issued pursuant to the Option
Exercise Agreement.
10.7(1) Agreement of Sale and Purchase and accompanying Agreement, each
dated November 1, 1982 ( the "Purchase Agreement"), between
Boomtown, Inc. and Chris Garson, Ruth R. Garson, George Garson,
George Garson as
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Guardian of the Person and Estate of Agnes M. Garson, and
Beatrice Garson (collectively the "Garsons").
10.8(1) Registration Agreement dated May 6, 1988 between Boomtown, Inc.,
MLIF, Kenneth Rainin and Timothy J. Parrott.
10.9(11) Promissory Note dated September 10, 1992, payable by Timothy J.
Parrott to Boomtown, Inc. in the principal amount of $221,000.
10.10(1) Agreement dated January 1, 1989 between Boomtown, Inc., Nevada
Fun Flight Tours and Val Ruggerio.
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
10.11(1) Memorandum of Understanding dated February 13, 1992 between
Boomtown, Inc. and the Internal Revenue Service.
10.12(1) Termination Agreement and Mutual Release dated April 24,1992
between Registrant, Boomtown, Inc., Frank Gianopolus and Delores
Gianopolus.
10.13(3) Letter of Intent dated as of March 26, 1993 among Boomtown, Inc.,
The Skrmetta Group, Inc. and Skrmetta Machinery Corporation,
relating to the property in Harvey, Louisiana.
10.14(3) Letter of Intent dated as of March 26,1993 among Boomtown, Inc.
and Raphael Skrmetta, relating to the property in Biloxi,
Mississippi.
10.15(11) Amended and Restated Agreement to Lease Real Property in Biloxi,
Mississippi dated September 12,1993 by and between Boomtown, Inc.
and Raphael Skrmetta.
10.16(4) Agreement to Lease Real Property in Harvey, Louisiana by and
between Boomtown, Inc., The Skrmetta Group, Inc. and Skrmetta
Machinery Corporation.
10.17(4) Letter Agreement dated April 16, 1993 among Boomtown, Inc.,
Raphael Skrmetta, The Skrmetta Group, Inc., and Skrmetta
Machinery Corporation.
10.18(4) Loan Agreement dated April 23, 1993 by and between Boomtown,
Inc., First Interstate Bank of Nevada, N.A., First Interstate
Bank of Arizona, N.A. and the Diawa Bank, Limited.
10. (2) Memorandum of Understanding dated March 15, 1993 among Boomtown,
Inc., Industry Hills Visitor Accommodations Center, Blue Diamond
Hotel &
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Casino, Inc. ("Blue Diamond"), Majestic Realty Co. ("Majestic"),
and Edward P. Roski, Jr. ("Roski").
10.20(5) Stockholders and Affiliates Agreement dated as of June 30, 1993
by and among Blue Diamond, Edward P. Roski, Sr., Roski, Boomtown,
Inc., IVAC, a California general partnership formerly known as
Industry Hills Visitor Accommodations Center, a California
general partnership ("IVAC") and Majestic.
10.21(11) First Amendment to and Clarification of Stockholders and
Affiliates Agreement dated as of November 10, 1993 between Blue
Diamond, Edward P. Roski, the Roski Community Property Trust, the
Roski Senior Revocable Trust, the Registrant, IVAC and Majestic.
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
10.22(5) Lease dated as of June 30, 1993 between IVAC and Blue Diamond.
10.23(11) Lease Amendment to Lease dated as of November 10, 1993 between
IVAC and Blue Diamond.
10.24(5) Purchase Option Agreement dated as of June 30, 1993 by and among
IVAC, Boomtown, Inc., and Blue Diamond.
10.25(11) Amendment to Purchase Option Agreement; Consent to Assignment
dated as of November 10, 1993 between IVAC, the Registrant and
Blue Diamond.
10.26(5) Development and Pre-Opening Services Agreement dated as of June
30, 1993 between Boomtown, Inc., Blue Diamond and IVAC.
10.27(5) Management Agreement dated as of June 30, 1993 between Boomtown,
Inc. and Blue Diamond.
10.28(5) Affiliate Loan Agreement dated as of June 30, 1993 by and among
IVAC, Majestic and Boomtown, Inc.
10.29(5) Bridge Loan Agreement dated as of June 30, 1993 by and between
IVAC and Boomtown, Inc.
10.30(11) Amendment No. 1 to Bridge Loan Agreement dated as of November 10,
1993 between IVAC and the Registrant.
10.31(5) Trademark License Agreement dated as of June 30, 1993 by and
between Boomtown, Inc. and Blue Diamond.
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10.32(5) Boomtown Stockholders Agreement dated as of June 30, 1993 by and
among Boomtown, Inc., IVAC and Roski.
10.33(5) Standard Form Agreement Between Owner and Designer/Builder, Part
1 Agreement Preliminary Design and Budgeting, dated as of May 10,
1993 between IVAC and Commerce Construction Co., Inc. and
Standard Form Agreement Between Owner and Designer/Builder, Part
2 Agreement - Final Design and Construction dated as of May 17,
1993 between IVAC and Commerce Construction Co., Inc. and related
documents.
10.34(11) Subordination Agreement dated as of November 10, 1993 between
Majestic, IVAC and the Registrant.
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
10.35(11) Omnibus Consent Agreement dated as of November 10, 1993 between
Blue Diamond, Edward P. Roski, Sr., Roski, the Roski Community
Property Trust, the Roski Senior Revocable Trust, the Registrant,
IVAC and Majestic.
10.36(6) Indenture dated as of November 1, 1993 by and among the
Registrant, Boomtown Casino, Blue Diamond, Louisiana - I Gaming,
a Louisiana Partnership in Commendam (the "Louisiana
Partnership"), Louisiana Gaming Enterprises, Inc. ("LGE"),
Mississippi - I Gaming, L.P. (the Mississippi Partnership"),
Bayview Yacht Club, Inc. ("Bayview") and First Trust National
Association.
10.37(7) Purchase Agreement dated as of November 3, 1993 among Boomtown,
Inc., Boomtown Casino, Blue Diamond, the Louisiana Partnership,
LGE, the Mississippi Partnership, Bayview, Oppenheimer & Co.,
Inc. and Sutro & Co. Incorporated.
10.38(8) Master Agreement dated as of February 1, 1994 by and between
Boomtown Indiana, Inc., Boomtown Riverboat, Inc., Boomtown, Inc.,
SES Indiana, L.L.C., First SES Indiana, Inc., SES Facilities,
Inc., SES Gaming, Inc. and Sheldon E. Stunkel.
10.39(8) Agreement of Limited Partnership of Boomtown Landing, L.P., and
Indiana Partnership.
10.40(8) Agreement of Limited Partnership of SES Boat, L.P., an Indiana
limited partnership.
10.41(8) Development and Pre-Opening Services Agreement between Boomtown
Indiana, Inc., and SES Boat, L.P.
10.42(8) Management Agreement between Boomtown Indiana, Inc. and SES Boat,
L.P.
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10.43(8) Agreement of Limited Partnership of Boomtown Belle II, L.P., and
Indiana limited partnership.
10.44(8) Agreement of Limited Partnership of Single Riverboat, L.P., and
Indiana limited partnership.
10.45(9) Asset Purchase Sale Agreement dated as of April 27, 1994 by and
between HFS Gaming Corp. and Mississippi - I Gaming, L.P.
10.47(9) Marketing Services Agreement dated as of April 27, 1994 by and
among Boomtown, Inc. and HFS Gaming Corp.
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
10.48(10) Stock Acquisition Agreement and Plan of Reorganization dated
June 30, 1994 by and between Boomtown, Inc. and Roski.
10.49(11) Master Agreement dated as of September 19, 1994, as amended
September 19, 1994, by and between Boomtown Council Bluffs, Inc.
("BCB"), the Registrant and Iowa Gaming Associates, Inc. ("IGA").
10.50(11) Operating Agreement dated September 19, 1994 between BCB and IGA.
10.51(11) Management Agreement dated September 19, 1994 between BCB and
IGA.
10.52(11) Development and Pre-Opening Services Agreement dated September
19, 1994 between BCB and Boomtown Iowa, L.C.
10.53(12) Agreement and Plan of Merger and Reorganization dated January 17,
1995, by and among Boomtown, Inc., Tweety Sub., Inc. and National
Gaming Corp.
10.54(12) Guarantee letter dated January 17, 1995 between Hospitality
Franchise Services, Inc., National Gaming Corp. and Boomtown,
Inc.
10.55(13) Letter agreement dated March 31, 1995 between Boomtown, Inc.,
Tweety Sub., Inc., National Gaming Corp., Hospitality Franchise
Systems., Inc. and HFS Gaming Corp.
10.56(14) Promissory Note dated December 1, 1994 by and between Boomtown,
Inc. and First National Bank of Commerce.
10.57(14) Promissory Note dated December 30, 1994 by and between the
Louisiana Partnership and PDS Financial.
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10.58(15) Lease Agreement dated as of March 29, 1995 by and between Marquis
Leasing Company, a Louisiana Corporation and Louisiana-I Gaming,
L.P.
10.59(16) Option Agreement dated as of November 6, 1995 by and between
National Gaming Mississippi, Inc. and Mississippi - I Gaming,
L.P.
10.60(16) Marketing Services Agreement Amendment dated as of November 6,
1995 to Marketing Services Agreement dated as of April 27, 1994
by and among oomtown, Inc. and HFS Gaming Corporation.
10.61(16) Lease Amendment dated November 6, 1995 to the Lease Agreement
dated as of April 27, 1994 by and among National Gaming
Mississippi, Inc. and Mississippi - I Gaming, L.P.
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
10.62(16) Articles of Organization Indiana Ventures, LLC
10.63(16) Operations Agreement Indiana Ventures, LLC.
10.64(16) Stock Purchase Agreement for all shares of Pinnacle Gaming
Development Corp. between Switzerland County Development Corp.
(Buyer) and Century Casinos Management, Inc. and Cimarrron
Investment Properties Corp. (Sellers).
10.65(16) Option Agreement to lease real property (Parcel I) in Switzerland
County, ndiana, between Daniel Webster, et al (Landlord) and
Indiana Ventures,LLC (Tenant).
10.66(16) Option Agreement to lease real property (Expansion Parcel) in
Switzerland County, Indiana, between Daniel Webster, et al
(Landlord) and Indiana Ventures, LLC (Tenant).
10.67(17) Agreement and Plan of Merger dated as of April 23, 1996, among
Hollywood Park, Inc., HP Acquisition, Inc. and Boomtown, Inc.
10.68(17) Voting Agreement dated as of April 23, 1996, by and between
Hollywood Park, Inc., a Delaware corporation, and Timothy J.
Parrott, in his capacity as a stockholder of Boomtown, Inc.
10.69(17) Voting Agreement dated as of April 23, 1996, by and between
Boomtown, Inc., a Delaware corporation, and R.D. Hubbard, in his
capacity as a stockholder of Hollywood Park, Inc.
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10.70(17) Joint Press Release issued on April 24, 1996 by Hollywood Park,
Inc. and Boomtown, Inc.
10.71(18) Agreement between Boomtown and related entities ("Boomtown
Group") and SES Gaming, Inc. and related entities ("SES Group")
terminating the Master Agreement by and between the Boomtown
Group and the SES Group dated February 1, 1994 relating to the
proposed gaming project in Lawrenceburg, Indiana.
10.72(19) Agreement between Boomtown, Hollywood Park and Edward P. Roski,
Jr. ("Swap Agreement") effectively terminating the lease of the
Blue Diamond Property and selling virtually all assets and
liabilities effective with the close of Boomtown's merger with
Hollywood Park.
11.1(19) Computation of per share earnings.
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
(1) Incorporated by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (File No. 33-51968), effective
October 22, 1992.
(2) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on March 18, 1993.
(3) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on April 1, 1993.
(4) Incorporated by reference to the exhibit filed with the Company's
Registration Statement on Form S-1 (File No. 33-61198), effective May
24, 1993.
(5) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on July 28, 1993.
(6) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on December 23, 1993.
(7) Incorporated by reference to the exhibit filed with the Company's Form
10-K for the fiscal year ended September 30, 1993.
(8) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter ended December 31, 1993.
(9) Incorporated by reference to the exhibit filed with the Company's
Registration Statement on Form S-4 (File No. 33-70350), effective
May 6, 1994.
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(10) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter ended June 30, 1994.
(11) Incorporated by reference to the exhibit filed with the Company's Form
10-K for the fiscal year September 30, 1994.
(12) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on January 25, 1995.
(13) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on April 14, 1995.
(14) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter ended March 31, 1995.
(15) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter June 30, 1995.
SCHEDULE OF EXHIBITS (CONTINUED)
EXHIBIT
NUMBER DESCRIPTION
(16) Incorporated by reference to the exhibit filed with the Company's Form
10-K for the fiscal year September 30, 1995.
(17) Incorporated by reference to the exhibit filed with the Company's
Current Report on Form 8-K, filed with the SEC on April 23, 1996.
(18) Incorporated by reference to the exhibit filed with the Company's Form
10-Q for the quarter ended March 31, 1996.
(19) Incorporated by reference to the exhibit filed with the Company's
Form 10-Q for the quarter ended June 30, 1996.
