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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: July 13, 1999
BOYD GAMING CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State or Other Jurisdiction of
Incorporation or Organization)
1-12168 88-0242733
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(Commission File Number) (I.R.S. Employer
Identification No.)
2950 South Industrial Road
Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
(702) 792-7200
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(Registrant's telephone number,
including area code)
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ITEM 5. OTHER EVENTS
On June 27, 1999, Boyd Gaming Corporation (the "Company") entered into
a definitive Unit Purchase Agreement (the "Agreement") by and among the Company,
Boyd Indiana, Inc., Blue Chip Casino, Inc., Blue Chip Casino, LLC, and certain
individuals, to acquire 100% of the equity interests (the "Equity Interests") in
Blue Chip Casino, LLC, following the transfer of the Blue Chip riverboat casino
and related assets from Blue Chip Casino, Inc. to Blue Chip Casino, LLC.
Pursuant to the terms of the Agreement, Boyd Indiana will acquire the
Equity Interests in Blue Chip Casino, LLC for approximately $255 million
(subject to adjustment) and will acquire a hotel and parking facility currently
under construction for an additional $18.6 million. Closing of the transaction
is conditioned upon, among other things, approval by the Indiana Gaming
Commission. The Company plans to fund the acquisition from its pending $600
million bank credit facility.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
99.1 Text of Press Release dated June 28, 1999.
2
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SIGNATURE
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
Date: July 6, 1999 /s/ Keith E. Smith
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Keith E. Smith
Executive Vice President - Operations
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<C> <S>
99.1 Text of Press Release dated June 28, 1999.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
[BOYD GAMING CORPORATION LETTERHEAD]
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FOR IMMEDIATE RELEASE
FINANCIAL CONTACT: MEDIA CONTACT
ELLIS LANDAU ROB STILLWELL
(702) 792-7210 (702) 792-7353
BOYD GAMING TO ACQUIRE BLUE CHIP CASINO
ACQUISITION MARKS BOYD GAMING'S TWELFTH PROPERTY
AND ENTRY INTO INDIANA GAMING MARKET
LAS VEGAS, NV AND MICHIGAN CITY, IN -- JUNE 28, 1999 -- Boyd Gaming Corporation
(NYSE: BYD) today announced that it has entered into a definitive agreement
to acquire Blue Chip Casino, a riverboat casino in Michigan City, Indiana for
$255 million in cash. In addition, the Company will acquire a hotel and parking
facility, currently under construction and attached to the existing casino
complex, for $18.5 million. The purchase price of $255 million is less than
four times Blue Chip's latest twelve months operating cash flow.
The acquisition is significantly accretive for Boyd Gaming. Based on Blue
Chip's trailing results, the acquisition would have added approximately
$0.30 per share to Boyd Gaming's earnings, which were $0.55 per share, before
one-time items, for the twelve months ended March 31, 1999.
Funding for the acquisition will come from the Company's new $600 million bank
credit facility. The transaction is expected to close in the fourth quarter of
1999 and is subject to regulatory approvals, including the Indiana Gaming
Commission, and other customary closing conditions.
-more-
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BOYD LOGO
PAGE TWO -- BOYD GAMING TO ACQUIRE BLUE CHIP CASINO
William S. Boyd, Chairman and Chief Executive Officer of Boyd Gaming
Corporation said, "This acquisition is significant in what it does for the size
and diversity of our Company's operating cash flow. Blue Chip will be our
twelfth property in our eighth distinct market, broadening our already
diversified portfolio. Combining Blue Chip's and our properties' current levels
of operating cash flow, the total would be in the $300 million range, over 25%
above the existing level at our properties. And because we are acquiring
strong cash flow at an attractive multiple, we believe our credit statistics
will remain strong."
Mr. Boyd continued, "Blue Chip is a successful property with great people and
will be an excellent fit into our organization and culture. We look forward to
getting to know the fine people in and around Michigan City, and, as is the
case in other jurisdictions where we operate, we want to continue Blue Chip's
tradition of being an important member in the Michigan City community."
Kevin F. Flynn, Blue Chip's Chairman and Chief Executive Officer commented, "I
am proud of what we have built and accomplished at Blue Chip in the past two
years. I am pleased that our employees, customers, Michigan City and the State
of Indiana will have the fine Boyd Gaming organization at Blue Chip's helm in
the future."
Blue Chip opened in August 1997 as one of five riverboats authorized to
operate in Indiana along Lake Michigan. The three-deck riverboat contains
approximately 37,000 square feet of gaming space, 1,330 slot machines and 58
table games. The 32-acre site includes a pavilion, with two restaurants and
meeting and banquet space, and ample parking.
-more-
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BOYD LOGO
PAGE THREE -- BOYD GAMING TO ACQUIRE BLUE CHIP CASINO
This press release contains forward-looking information, including comments
relating to the beneficial aspects of the acquisition, the future earnings
prospects for Blue Chip, the projected operating cash flow for the Company's
properties after the acquisition, and the effect of the acquisition on the
Company's credit statistics. Such forward-looking statements are subject to
change, and actual results may differ materially from those described in such
forward-looking statements. Additional information concerning potential factors
that could affect the Company's financial results are included in the
Company's Form 10-K for the transition period ended December 31, 1998.
Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is a leading
diversified owner or operator of 11 casino entertainment properties located in
Nevada, Mississippi, Illinois and Louisiana. The Company is developing "The
Borgata," a $750 million casino resort, on the H-Tract in the Marina district
of Atlantic City, in partnership with Mirage Resorts, Incorporated.
Boyd Gaming press releases are available by facsimile through Company News
On-Call (800) 758-5804, extension 104550, or at http://www.prnewswire.com.
Additional news and information on Boyd Gaming can by found at
http://www.boydgaming.com.
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