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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 (Date of earliest event reported): October 6, 1999
HARVEYS CASINO RESORTS
(Exact name of registrant as specified in its charter)
Nevada 1-12802 88-0066882
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification Number)
Highway 50 & Stateline Avenue
P. O. Box 128
Lake Tahoe, Nevada 89449
(Address of principal executive offices)
Registrant's telephone number, including area code: (775) 588-2411
Inapplicable
(Former name or former address, if changed since last report)
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Item 2. Acquisition of Assets.
On October 6, 1999, HBR Realty Company, Inc., a Nevada corporation and a
wholly-owned subsidiary of Harveys Casino Resorts, purchased the greyhound
racetrack and land-based casino in Council Bluffs, Iowa from Iowa West Racing
Association, Nonprofit Corporation, an Iowa nonprofit corporation. The
purchase occurred pursuant to a Purchase and Sale Agreement and Joint Escrow
Instructions dated August 31, 1999 by and between HBR Realty Company and Iowa
West Racing Association. HBR Realty Company paid approximately $115 million
for the property known as Bluffs Run Casino. HBR Realty Company may be
required to pay additional consideration up to $50 million pending the
results of a required referendum on the continuation of gaming at pari-mutuel
racetracks to be decided in 2002 by the voters of Pottawattamie County, Iowa.
Immediately after closing of the transaction, HBR Realty Company leased the
Bluffs Run Casino facilities back to Iowa West Racing Association for an
initial term of 25 years pursuant to a Lease by and between HBR Realty
Company, Inc., a Nevada corporation, as Landlord and Iowa West Racing
Association, Nonprofit Corporation, an Iowa nonprofit corporation as Tenant,
dated October 5, 1999. Additionally, Harveys BR Management Company, Inc., a
Nevada corporation and a wholly-owned subsidiary of Harveys Casino Resorts,
assumed management of Bluffs Run Casino pursuant to a Management Agreement by
and between Harveys BR Management Company, Inc., a Nevada corporation, and
Iowa West Racing Association, an Iowa nonprofit corporation, dated October 6,
1999. Iowa West Racing Association will continue to hold the pari-mutuel
and gaming licenses under Iowa law. Harveys Casino Resorts, through its
wholly-owned subsidiaries, will receive management fees and lease income
generally equal to the ongoing cash flow from the operations of Bluffs Run
Casino.
Harveys Casino Resorts financed the acquisition through borrowings from a group
of banks led by Wells Fargo Bank, National Association. Harveys Casino Resorts
entered into a letter of credit agreement to support $45 million of the $50
million in contingent consideration.
Item 7. Financial Statements and Exhibits.
The financial statements and pro forma financial information required to be
filed by this Item 7 will be filed by amendment to this Form 8-K no later than
December 21, 1999, 60 days from the latest date that this initial Form 8-K is
required to be filed.
The following exhibit is incorporated by reference into this report:
Exhibit
Number Description
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10.1 Purchase and Sale Agreement and Joint Escrow Instructions dated
August 31, 1999 by and between HBR Realty Company, Inc., a Nevada
corporation and Iowa West Racing Association, Nonprofit
Corporation, an Iowa nonprofit corporation (incorporated herein
by reference to Harveys Casino Resorts Current Report on
Form 8-K, filed September 3, 1999).
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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.
HARVEYS CASINO RESORTS
(Registrant)
/s/ John J. McLaughlin
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John J. McLaughlin
Senior Vice President, Chief Financial
Officer and Treasurer
