<PAGE> 1
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 5, 1996
BOYD GAMING CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
1-12168 88-0242733
(Commission File Number) (I.R.S. Employer
Identification No.)
2950 South Industrial Road
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
(702) 792-7200
(Registrant's telephone number,
including area code)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On December 5, 1996, Boyd Gaming Corporation (the "Company") completed the
acquisition of 100% of the capital stock of Par-A-Dice Gaming Corporation
("Par-A-Dice") and East Peoria Hotel, Inc. ("EPH"). The acquisition was
completed pursuant to the terms of a Stock Purchase Agreement (the "Stock
Purchase Agreement") dated April 26, 1996 among the Company, Par-A-Dice, EPH,
and the owners of all the capital stock of Par-A-Dice and EPH.
Par-A-Dice is the owner and operator of the Par-A-Dice riverboat casino in East
Peoria, Illinois and EPH is the general partner of a limited partnership which
owns a 204-room hotel located adjacent to the Par-A-Dice riverboat casino. The
Company intends to continue the use of the casino and hotel assets in the same
business in which they are currently used.
Pursuant to the terms of the Stock Purchase Agreement, the Company acquired
Par-A-Dice and EPH for approximately $172.5 million. Of this amount,
approximately $170.7 million was paid in cash and approximately $1.8 million
represented assumed liabilities related to the hotel construction project. The
Company funded the cash portion of the purchase price through borrowings on its
$500 million reducing revolving credit facility.
Item 7. Financial Statements and Exhibits
(a) Consolidated Financial Statements of Par-A-Dice Gaming
Corporation as of December 31, 1995 and 1994, and for each of the
three years in the period ended December 31, 1995, together with
the Report of Independent Accountants' is incorporated by
reference from Item 7(a) of the Company's Current Report on Form
8-K dated June 7, 1996. The unaudited Consolidated Financial
Statements for the nine months ended September 30, 1996 and
September 30, 1995 are currently unavailable and will be filed by
amendment.
(b) Pro Forma Consolidated Statement of Income for the year ended
June 30, 1996 is incorporated by reference to the Company's
Registration Statement on Form S-3, file no. 333-05555. The Pro
Forma Consolidated Statement of Income for the three months ended
September 30, 1996 and the Consolidated Balance Sheet as of
September 30, 1996 are currently unavailable and will be filed by
amendment.
(c) Exhibits
2.1 Stock Purchase Agreement, dated as of April 26, 1996 by and
among Boyd Gaming Corporation, Par-A-Dice Gaming
Corporation, East Peoria Hotel, Inc. and the owners of all
of the capital stock of Par-A-Dice Gaming Corporation and
East Peoria Hotel, Inc. (Incorporated by reference to
Exhibit 2.1 of the Company's Current Report on Form 8-K
dated April 26, 1996.)
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Coopers & Lybrand L.L.P.
<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 hereunto duly authorized.
Boyd Gaming Corporation
Dated: December 20, 1996 /s/ Keith E. Smith
-----------------------------
Keith E. Smith
Vice President and Controller
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the filing on Form 8-K dated
December 20, 1996, of Boyd Gaming Corporation (Boyd Gaming) of our report dated
March 15, 1996, except for footnote 11 for which the date is May 23, 1996,
relating to the consolidated financial statements of Par-A-Dice Gaming
Corporation as of December 31, 1995 and 1994, and for each of the three years
ended December 31, 1995, included in the Current Report of Boyd Gaming on Form
8-K dated June 7, 1996.
We also consent to the reference to our firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
- -----------------------------
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
December 20, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 (No. 33-85022) pertaining to the Boyd Gaming Corporation 1993 Flexible
Stock Incentive Plan and the Boyd Gaming Corporation Directors' Non-Qualified
Stock Option Plan of our report dated March 15, 1996, except for footnote 11
for which the date is May 23, 1996, relating to the consolidated financial
statements of Par-A-Dice Gaming Corporation as of December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995, included
in the Current Report of Boyd Gaming on Form 8-K dated June 7, 1996.
/s/ COOPERS & LYBRAND L.L.P.
- -----------------------------
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
December 20, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement on
Form S-8 (No. 33-17941) pertaining to the Boyd Gaming Corporation 1996 Stock
Incentive Plan and the Boyd Gaming Corporation Directors' Non-Qualified Stock
Option Plan of our report dated March 15, 1996, except for footnote 11 for
which the date is May 23, 1996, relating to the consolidated financial
statements of Par-A-Dice Gaming Corporation as of December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995, included
in the Current Report of Boyd Gaming on Form 8-K dated June 7, 1996.
/s/ COOPERS & LYBRAND L.L.P.
- -----------------------------
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
December 20, 1996
