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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
Schedule 13E-4
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)
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Exhibit (a)(7). Press Release, dated June 8, 1995.
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: June 8, 1995 BALLY ENTERTAINMENT CORPORATION
By: /s/ LEE S. HILLMAN
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Name: Lee S. Hillman
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Title: Executive Vice President, Chief
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Financial Officer and Treasurer
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EXHIBIT 99.(A)(7)
BALLY ENTERTAINMENT CORPORATION COMMENCES EXCHANGE OFFER
FOR 6% CONVERTIBLE SUBORDINATED DEBENTURES DUE 1998
Chicago, June 8, 1995 -- Bally Entertainment Corporation (NYSE:BLY)
today announced it had mailed to holders of its 6% Convertible Subordinated
Debentures due 1998 an offer to exchange those 6% Convertible Debentures for a
new issue of 8% Convertible Senior Subordinated Debentures due 2000.
Presently, $15,390,000 aggregate principal amount of the 6% Convertible
Debentures are outstanding.
Under the terms of the exchange offer, each $1,000 principal amount of
the 6% Convertible Debentures may be exchanged for $1,000 principal amount of
the new 8% Convertible Debentures. The 8% Convertible Debentures will be
convertible into common stock of Bally at a price of $13.00 per share unless
the Average Closing Price (as defined) of Bally's common stock equals or
exceeds $11-1/8 prior to consummation of the exchange offer, in which case the
conversion price will be 118% of such Average Closing Price. The conversion
price for the 6% Convertible Debentures is currently $28.99 per share. The
conversion price for both the 6% Convertible Debentures and the 8% Convertible
Debentures is subject to adjustment following consummation of Bally's
previously announced spin-off of its fitness center business.
Holders of the 6% Convertible Debentures who tender in the exchange
offer will be deemed to consent to certain waivers and an amendment of the
terms of the indenture under which the 6% Convertible Debentures were issued,
which are intended to permit the consummation of the spin-off.
The exchange offer will expire on 5:00 p.m. on July 6, 1995. Copies
of the Offering Circular and Consent Solicitation and related transmittal
materials for the exchange offer may be obtained from MacKenzie Partners, Inc.,
Information Agent for the exchange offer, by calling Jeannie Carr at (212)
929-5500 (collect) or (800) 322-2885 (toll free).
Bally Entertainment Corporation is one of the world's foremost
operators of casinos and casino hotel resorts. The company owns and operates
three world-class casino hotel resorts in Atlantic City and Las Vegas, its
expects to open its riverboat casino in New Orleans, Louisiana by late June
1995, and plans to reopen its dockside casino at its new location in
Mississippi in the summer of 1995.
Bally, through its subsidiary, Bally's Health & Tennis, is also the
world's largest commercial operator of fitness centers with approximately 340
facilities in the U.S. and Canada.
