<PAGE> 1
UNITED STATES
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) December 15, 1999
BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-21736 84-1158484
- ------------------------------- ------------------------ -------------------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
240 Main Street
Post Office Box 21
Black Hawk, Colorado 80422
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 582-1117
--------------
No Change
------------------------------------------------------------------
Former name or former address if changed since date of last filing
<PAGE> 2
Item 5. Other Events.
On December 7, 1999 the Board of Directors of Black Hawk Gaming &
Development Company, Inc. ("Company") adopted an amendment in the form attached
hereto to modify the Understanding as to Joint Venture Agreement dated November
12, 1996 ("Understanding").
The Understanding required the Company to offer a participation of up
to 49% to Diversified Opportunities Group Ltd. ("DOGL") in any gaming
opportunity undertaken by the Company. DOGL is an affiliate of Jeffrey P.
Jacobs, the Company's Chairman, Chief Executive Officer and largest beneficial
shareholder. That right of participation has been terminated, although DOGL must
continue to offer a 51% participation to the Company in gaming opportunities
undertaken by DOGL, except slot or video poker routes (including those in
restaurants, grocery stores and truck stops) or in the business of wagering
related to a pari-mutuel license, whether at live tracks, by satellite or
otherwise.
Finally, the amendment provides that the Company's right to participate
in DOGL's gaming opportunities not excepted above will terminate one year after
Jeffrey P. Jacobs ceases to be an officer and director of the Company and ceases
to own beneficially sufficient shares of the Company to elect a majority of its
directors.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements None
(b) Exhibits Amendment No. 1 to Understanding as to
Joint Venture Agreement
1
<PAGE> 3
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.
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By: /s/ Stephen R. Roark
-----------------------------------
Stephen R. Roark, President
Date: December 16, 1999
2
<PAGE> 1
EXHIBIT A
AMENDMENT NO. 1
TO
UNDERSTANDING AS TO JOINT VENTURE AGREEMENT
This Amendment No. 1 ("Amendment") is made and entered into this 7th
day of December, 1999 by and between Diversified Opportunities Group Ltd.
("DOGL") and Black Hawk Gaming & Development Company, Inc. ("Black Hawk").
WHEREAS, the parties hereto entered into that certain Understanding As
To Joint Venture Agreement ("Understanding") as of November 12, 1996; and
WHEREAS, Black Hawk no longer wishes to be obligated to offer a
participation in new ventures to DOGL pursuant to the Understanding; and
WHEREAS, DOGL is willing to forego any such participation rights; and
WHEREAS, Black Hawk is willing to relinquish its rights under the
Understanding and otherwise waive all future claims with respect to certain DOGL
activities from the corporate opportunity doctrine.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants set forth herein, the value and sufficiency of which is acknowledged
by each party hereto, it has been and is agreed by the parties as follows:
1. Paragraph 3 of the Understanding is hereby eliminated in its
entirety, effective the date hereof, and shall be of no further force or effect.
All other paragraphs of the Understanding shall continue in full force and
effect except as modified hereby.
2. One year after such time that Jeffrey P. Jacobs ceases to be an
officer and director of Black Hawk and ceases to own beneficially, sufficient
shares of Black Hawk to elect a majority of the Directors of Black Hawk,
Paragraph 2 of the Understanding shall be eliminated in its entirety and shall
be of no further force or effect.
3. Paragraph 2 of the Understanding is amended by adding the following
sentence at the end of the Paragraph:
"Also excepted from the operation of this Paragraph are:
A. The purchase, operation, maintenance on a joint venture
basis or otherwise of any slot and/or video poker route (including
those in restaurants, grocery stores and truck stops) and any related
vending business, wherever situated; and
<PAGE> 2
B. The purchase or operation, on a joint venture basis or
otherwise, of wagering of any type related to a pari-mutuel license,
wherever situated, whether involving live racing events, satellite
wagering or otherwise."
4. Pursuant to a resolution of the Board of Directors of Black Hawk,
Black Hawk hereby waives any right it has under the Understanding to participate
in the activities described in Paragraph 3 of this Amendment as well as any
claims that Black Hawk could assert as a result of DOGL, its affiliates and
their respective officers and directors investigation or pursuit of such
activities.
5. The Understanding as amended by this Amendment may be assigned by
DOGL only to persons who are under common control with or controlled through
equity ownership or voting control by DOGL or Jeffrey P. Jacobs.
6. This Amendment shall be governed by and construed under the laws of
the State of Colorado.
DIVERSIFIED OPPORTUNITIES GROUP LTD.
By: Jacobs Entertainment Ltd., its Manager
By: /s/ Jeffery P. Jacobs
-----------------------------------
Title: President
--------------------------------
BLACK HAWK GAMING & DEVELOPMENT
COMPANY, INC.
By: /s/ Stephen R. Roark
-------------------------------------
Stephen R. Roark, President
2
