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 January 12, 1997
earliest event reported)
SHOWBOAT, INC.
(Exact name of Registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
1-7123 88-0090766
(Commission File (IRS Employee
Number) Identification No.)
2800 Fremont Street, Las Vegas, Nevada 89104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 385-9123
Not Applicable
(Former name or former address, if changed since last report)
THIS DOCUMENT CONSISTS OF 3 PAGES.
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Item 5. Other Events
On January 12, 1997, Showboat, Inc., a Nevada publicly
traded corporation ("Showboat"), and Publishing & Broadcasting
Limited, a public company listed on the Australian Stock Exchange
("PBL"), announced that they reached an agreement in principle
with respect to the acquisition by PBL of a significant portion
of Showboat's interests in the Sydney Harbour Casino located in
Sydney, New South Wales, Australia. Through wholly-owned
subsidiaries, Showboat is the largest single shareholder, holding
135 million ordinary shares or 24.6% of the issued and
outstanding ordinary shares of Sydney Harbour Casino Holdings
Limited ("SHC"), the parent company of the casino licensee. In
addition, Showboat holds, through subsidiaries, an option to
purchase approximately 37.4 million ordinary shares of SHC at an
exercise price of A$1.15 (dollars Australian) per share. This
option may be exercised between July 1, 1998 and June 30, 2000.
Showboat also has an 85% interest in the management company which
operates the Sydney Harbour Casino.
The proposed transactions contemplates that PBL will
acquire from Showboat approximately 55 million ordinary shares of
SHC, which represents approximately 10% of the issued voting
shares of SHC, at a price of A$1.85 per share, subject to certain
adjustments. Additionally, the agreement in principle
contemplates PBL granting to Showboat a put option to sell to PBL
another 54 million ordinary shares at an exercise price of A$1.85
per share. The put option will expire March 31, 1999. The
transaction further contemplates, under arrangements to be
concluded, that PBL would succeed to the management contract for
the casino for an additional purchase price of A$240 million.
Showboat, through subsidiaries, has an 85% interest in the
management contract for the Sydney casino.
The transaction is subject to the execution of
definitive agreements and the receipt of all governmental and
regulatory consents and approvals. Additionally, certain third
parties will need to consent to the transaction prior to the
transaction's consummation.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
Not Applicable
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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 hereunto duly authorized.
SHOWBOAT, INC.
(Registrant)
Dated: January _____, 1997 By: /s/ H. Gregory Nasky
H. Gregory Nasky
Executive Vice President
and Secretary
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