BALLY ENTERTAINMENT CORP
8-K, 1995-07-26
MISCELLANEOUS AMUSEMENT & RECREATION
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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 26, 1995
 
 
 
                     Commission file number  1-7244
 
 
 
                     BALLY ENTERTAINMENT CORPORATION
         (Exact name of registrant as specified in its charter)
 
 
 
                Delaware                               36-2512405
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                 Identification No.)
 
 
 
 8700 West Bryn Mawr Avenue, Chicago, Illinois            60631
 (Address of principal executive offices)              (Zip Code)
 
 
 
 Registrant's telephone number, including area code:  (312) 399-1300
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                               Page 1 of 2
                         Exhibit Index on Page 2
 
  <PAGE>
                     BALLY ENTERTAINMENT CORPORATION
                                FORM 8-K
                             Current Report
 
 
 
 
   Item 7.     Financial Statements and Exhibits
 
          c.   Exhibit
 
               99  Schedule 13E-4/A Corrected Final Amendment
 
 
 
 
                                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.
 
 
 
                              BALLY ENTERTAINMENT CORPORATION
                              -------------------------------
                                        Registrant
 
 
 Date: July 26, 1995       /s/ Lee S. Hillman                   
                           -------------------------------
                           Lee S. Hillman
                           Executive Vice President, Chief
                           Financial Officer and Treasurer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
                               Page 2 of 2

                                                                    EXHIBIT 99




                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549
                             ______________
                                    
                            Schedule 13E-4/A
                        CORRECTED FINAL AMENDMENT
                   Tender Offer Statement Pursuant to
         Section 13(e)(1) of the Securities Exchange Act of 1934
                        and Rule 13e-4 Thereunder
                                    
                      ISSUER TENDER OFFER STATEMENT
                  (Pursuant to Section 13(e)(1) of the
                    Securities Exchange Act of 1934)
                                    
                     BALLY ENTERTAINMENT CORPORATION
                            (Name of Issuer)
                                    
                     BALLY ENTERTAINMENT CORPORATION
                  (Name of Person(s) Filing Statement)
                                    
             6% Convertible Subordinated Debentures due 1998
                     (Title of Class of Securities)
                                    
                                05873CAA4
                  (CUSIP Number of Class of Securities)
                                    
                           Carol Stone DePaul
                     Bally Entertainment Corporation
                       8700 West Bryn Mawr Avenue
                         Chicago, Illinois 60631
                             (312) 399-1300
                                    
                             with a copy to:
                            Mark D. Gerstein
                          Katten Muchin & Zavis
                   525 West Monroe Street, Suite 1600
                      Chicago, Illinois 60661-3693
                             (312) 902-5200
                 (Name, Address and Telephone Number of
                Person Authorized to Receive Notices and
                Communications on Behalf of the Person(s)
                            Filing Statement)
                              June 7, 1995
                   (Date Tender Offer First Published,
                   Sent or Given to Security Holders)




<PAGE>
     United States Trust Company of New York, acting as exchange agent for
Bally Entertainment Corporation's offer to exchange its 8% Convertible Senior
Subordinated Debentures for its 6% Convertible Subordinated Debentures, has
recertified the aggregate principal amount of 6% Convertible Subordinated
Debentures tendered by the holders of 6% Convertible Subordinated Debentures
in the Exchange Offer.  Pursuant to this recertification, the Company
announces that as of midnight EDT, on July 12, 1995, $13,378,000 in aggregate
principal amount of 6% Convertible Subordinated Debentures had been validly
tendered pursuant to the Exchange Offer and not withdrawn, and $208,000 in
aggregate principal amount of 6% Convertible Subordinated Debentures had been
tendered pursuant to Notices of Guaranteed Delivery and not withdrawn.




                                 SIGNATURE

     After due 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.

Dated:    July 26, 1995            BALLY ENTERTAINMENT CORPORATION

                              By:     /s/ Lee S. Hillman                     
                                      -------------------------------
                              Name:   Lee S. Hillman
                              Title:  Executive Vice President, Chief
                                      Financial Officer and Treasurer




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