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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): July 28, 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 file number) (IRS Employer
of incorporation) 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)
One Norwest Center, 1700 Lincoln Street, 49th Floor, Denver, CO 80203
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On July 21, 1997, Colorado Gaming & Entertainment Co. (the
"Company") issued a press release announcing that it had entered into a
letter of intent to be acquired by a United States subsidiary of Ladbroke
Group, PLC. Under the proposed terms of the transaction, holders of the
Company's common stock will be entitled to receive $6.25 in cash for each
share held. The proposed transaction is subject to a number of conditions,
including completion of definitive documentation and due diligence and
receipt of various regulatory approvals, none of which can be assured. The
press release announcing the letter of intent is attached hereto as Exhibit
99 and is incorporated herein in its 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: July 29, 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 Press Release of the Registrant dated July 21, 1997
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EXHIBIT 99
FOR IMMEDIATE RELEASE
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
TRANSACTION TO BE ACQUIRED
DENVER, COLO., July 21, 1997 -- Colorado Gaming & Entertainment Co. (NASDAQ
BB: "CGME"), announced today it has entered into a letter of intent to be
acquired by a U.S. subsidiary of Ladbroke Group, PLC.
Under the proposed terms of the transaction, holders of Colorado Gaming &
Entertainment Co.'s (CG&E), common stock will be entitled to receive $6.25 in
cash for each share held. Upon closing, CG&E is expected to operate as a
wholly-owned subsidiary of Ladbroke's U.S. subsidiary.
The proposed transaction remains subject to a number of conditions,
including completion of definitive documentation and due diligence, and
receipt of various regulatory approvals, none of which can be assured.
Closing is anticipated to occur in the fourth quarter of 1997, or the first
quarter of 1998.
"The acquisition of Colorado Gaming & Entertainment Co. by the Ladbroke
subsidiary is both a fair deal for the company's shareholders and an
excellent growth opportunity for our employees," said Stephen J. Szapor, Jr.,
president & CEO, Colorado Gaming & Entertainment Co. "We are extremely
excited about becoming a part of a large, well-run organization like Ladbroke
that is interested in building a significant presence in the U.S. gaming
industry in the future by taking advantage of both development and
acquisition opportunities," said Szapor.
Colorado Gaming & Entertainment Co. is a Denver-based public company that
develops, owns and operates gaming and related entertainment facilities. In
Colorado, CG&E is the largest casino management company. It currently is the
owner and operator of the Bullwhackers Casinos in Black Hawk and Central
City, and the Silver Hawk Casino in Black Hawk. The company is the largest
employer in Gilpin County where Black Hawk and Central City are situated.
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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, Northern California's newest card club. 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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