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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): December 11, 1997
COLORADO GAMING & ENTERTAINMENT CO.
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(Exact Name of Registrant as specified in its charter)
COLORADO 0-28068 84-1242693
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
12596 West Bayaud Avenue, Suite 450, Lakewood, CO 80228
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(Address of principal executive offices) (ZIP Code)
(303) 716-5600
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On December 11, 1997, Colorado Gaming & Entertainment Co. (the
"Company") announced that it had entered into an agreement with Pioneer
Associates Limited Liability Company to acquire Bronco Billy's Casino, in Black
Hawk, Colorado, for approximately $5.5 million in cash plus the assumption of
certain gaming equipment indebtedness.
On December 16, 1997, the Company announced that, at a special meeting
held on December 12, 1997, its stockholders approved and adopted the previously
announced agreement plan of merger, as amended (the "Agreement"), pursuant to
which the Company will be acquired by a United States subsidiary of Ladbroke
Group plc ("Ladbroke"). Under the terms of the Agreement, a subsidiary of
Ladbroke ("Acquisition Sub") will be merged with and into the Company, with the
Company continuing as the surviving corporation and becoming a wholly owned
subsidiary of Ladbroke. Upon closing of the merger, each outstanding share of
the Company's common stock will be converted into the right to receive $6.25 in
cash. Closing of the merger remains subject to several conditions, including
approval by the Colorado Limited Gaming Control Commission as well as expiration
or termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act. The parties anticipate the merger will close late in the
first quarter or early in the second quarter of 1998.
The foregoing summaries are qualified in their entirety by the
Company's press releases dated December 11, 1997, and December 16, 1997,
respectively, which are attached hereto as exhibits and incorporated herein in
their entirety by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS. See Index to Exhibits incorporated herein in its entirety by this
reference.
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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.
COLORADO GAMING & ENTERTAINMENT CO.
(Registrant)
DATED: December 17, 1997 /s/ Stephen J. Szapor, Jr.
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By: Stephen J. Szapor, Jr.
Title: President and Chief
Executive Officer
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INDEX TO EXHIBITS
99.1 Press Release dated December 11, 1997
99.2 Press Release dated December 16, 1997
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE: Thursday, December 11, 1997
CONTACT: Stephen J. Szapor, Jr., President/CEO Z. James Czupor
Robert J. Stephens, Vice President/Treasurer The InterPro Group
Colorado Gaming & Entertainment Co. 303-871-8909
303-716-5600
COLORADO GAMING & ENTERTAINMENT CO. ANNOUNCES
ACQUISITION OF ADDITIONAL CASINO IN BLACK HAWK
COMPANY TO PURCHASE BRONCO BILLY'S
DENVER, COLO., December 11, 1997 -- Colorado Gaming & Entertainment Co.
(CGME:OTC Bulletin Board), parent company of the Bullwhackers Casinos in Black
Hawk and Central City, Colo., and the Silver Hawk Saloon & Casino in Black Hawk,
announced today that it has entered into an agreement with Pioneer Associates
Limited Liability Company to purchase the Bronco Billy's Casino in Black Hawk
for approximately $5.5 million in cash plus the assumption of certain gaming
equipment indebtedness.
Bronco Billy's Casino is located next to Bullwhackers Black Hawk Casino.
Colorado Gaming & Entertainment Co. (CG&E) intends to remove the wall separating
the casinos in order for Bronco Billy's to become part of Bullwhackers Black
Hawk Casino. The combined casino will be operated as a single casino, under one
gaming and liquor license. CG&E will renovate Bronco Billy's interior to offer
an enhanced sports-related theme. The renovated Bronco Billy's premises is
expected to open in the Spring of 1998, and will add approximately 250 slot
machines and an additional restaurant facility to Bullwhackers Black Hawk
Casino.
"We look forward to incorporating Bronco Billy's into our successful family
of Bullwhackers casinos. The acquisition will allow CG&E to capitalize on its
recently expanded parking lot and Kids Quest child care and entertainment
facility," said Stephen J. Szapor, Jr., president and CEO of CG&E.
Closing of the transaction remains subject to a number of conditions,
including obtaining approval from various land owners, lenders, the City of
Black Hawk and the Colorado Division of Gaming, none of which is assured. The
parties anticipate the transaction will close in January 1998.
Colorado Gaming & Entertainment Co. currently owns and operates three
limited stakes casinos in Colorado located in the adjacent towns of Black Hawk
and Central City. The casinos, operating under the names of Bullwhackers and
Silver Hawk, offer combined gaming space of approximately 25,000 square feet,
with approximately 1,250 gaming devices and 23 gaming
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tables. CG&E is Colorado's largest casino management company and the company
is the largest employer in Gilpin County.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE: Tuesday, December 16, 1997
CONTACT: Stephen J. Szapor, Jr., President/CEO Z. James Czupor
Robert J. Stephens, Vice President/Treasurer The InterPro Group
Colorado Gaming & Entertainment Co. 303-871-8909
303-716-5600
COLORADO GAMING & ENTERTAINMENT CO. STOCKHOLDERS
APPROVE ACQUISITION BY LADBROKE
DENVER, COLO., December 16, 1997 -- Colorado Gaming & Entertainment Co.
(CGME:OTC Bulletin Board), parent company of the Bullwhackers Casinos in Black
Hawk and Central City, Colo., and the Silver Hawk Saloon & Casino in Black Hawk,
announced today that its stockholders approved the previously announced
acquisition of the company by a United States subsidiary of Ladbroke Group PLC
at its special meeting of stockholders held December 12, 1997.
The transaction remains subject to approval by the Colorado Limited Gaming
Control Commission as well as expiration or termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act.
Colorado Gaming & Entertainment Co. currently anticipates closing to occur
late in the first quarter or early in the second quarter of 1998.
Colorado Gaming & Entertainment Co. currently owns and operates three
limited stakes casinos in Colorado located in the adjacent towns of Black Hawk
and Central City. The casinos, operating under the names of Bullwhackers and
Silver Hawk, offer combined gaming space of approximately 25,000 square feet,
with approximately 1,250 gaming devices and 23 gaming tables. CG&E is
Colorado's largest casino management company and the company is the largest
employer in Gilpin County.
Ladbroke Group, based in England, is one of the world's leading betting,
gaming and hospitality companies whose U.S. gaming operations currently comprise
three race tracks in Pennsylvania, Michigan and California and Ladbrokes Casino
San Pablo in Northern California. Its subsidiary, Hilton International,
operates all Hilton hotels outside the USA and the group has recently entered
into an alliance with Hilton Hotels Corporation to reunite the Hilton Hotel
brand on a worldwide basis.
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