<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
NAME OF ISSUER: Boyd Gaming Corporation
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NO.: 103304
FEE BEING PAID: No
(1) NAME OF REPORTING PERSON: William S. Boyd(1)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: N/A
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
(5) SOLE POWER TO VOTE: 26,650,306(1)
(6) SHARED POWER TO VOTE: 0
(7) SOLE POWER TO DISPOSE: 26,650,306(1)
- -----------------
(1) The foregoing totals are as of December 31,1997 and include 21,815,835
shares held by the William S. Boyd Gaming Properties Trust, of which the
reporting person is the sole Trustee and Beneficiary; 1,320,796 shares held by
the William S. Boyd Family Limited Partnership, of which the William S. Boyd
Family Corporation, which is wholly owned by William S. Boyd, is the Managing
General Partner; 2,800,000 shares held by the W.M. Limited Partnership, of which
W.S.B., Inc., which is wholly owned by William S. Boyd, is the Managing General
Partner; 14,792 shares held by the William S. Boyd Family Corporation, which is
wholly owned by William S. Boyd; 13,882 shares held directly by the reporting
person; and 685,001 shares subject to outstanding options which were exercisable
by the reporting person as of December 31, 1997. The reporting person also has
499,999 shares under options which will vest in various portions within the next
ten years.
<PAGE> 2
(8) SHARED POWER TO DISPOSE: 0
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
26,650,306(1)
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES: N/A
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 43.21%
(12) TYPE OF REPORTING PERSON*: IN
ITEM 1.
(a) Name of Issuer:
Boyd Gaming Corporation
(b) Address of issuer's Principal Executive Offices:
2950 South Industrial Road
Las Vegas, Nevada 89109
ITEM 2.
(a) Name of Person Filing:
William S. Boyd(1)
(b) Address of Principal Business Office or, if none, Residence:
2950 South Industrial Road
Las Vegas, Nevada 89109
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock
2
<PAGE> 3
(e) CUSIP Number:
103304
ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
Not applicable
ITEM 4. Ownership
(a) Amount Beneficially Owned: 26,650,306(1)
(b) Percent of Class:
43.21%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
26,650,306(1)
(ii) shared power to vote or to direct the vote:
-0-
(iii) sole power to dispose or to direct the disposition of:
26,650,306(1)
(iv) shared power to dispose or to direct the disposition of:
0
ITEM 5. Ownership of Five Percent or Less of a Class
Not Applicable
3
<PAGE> 4
ITEM 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable
ITEM 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable
ITEM 8. Identification and Classification of Members of the Group
Not Applicable
ITEM 9. Notice of Dissolution of the Group
Not Applicable
ITEM 10. Certification
Not Applicable
- ----------------------------
(1) The foregoing totals are as of December 31,1997 and include 21,815,835
shares held by the William S. Boyd Gaming Properties Trust, of which the
reporting person is the sole Trustee and Beneficiary; 1,320,796 shares held by
the William S. Boyd Family Limited Partnership, of which the William S. Boyd
Family Corporation, which is wholly owned by William S. Boyd, is the Managing
Partner; 2,800,000 shares held by the W.M. Limited Partnership, of which W.S.B.,
Inc., which is wholly owned by William S. Boyd, is the Managing General Partner;
14,792 shares held by the William S. Boyd Family Corporation, which is wholly
owned by William S. Boyd; 13,882 shares held directly by the reporting person;
and 685,001 shares subject to outstanding options which were exercisable by the
reporting person as of December 31, 1997. The reporting person also has 499,999
shares under options which will vest in various portions within the next ten
years.
4
<PAGE> 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 1998 /s/ WILLIAM S. BOYD
---------------------------------
William S. Boyd
5