<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BALLY ENTERTAINMENT CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2512405
-------- ----------
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
8700 West Bryn Mawr Avenue, Chicago, Illinois 60631
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Each Class
to be so Registered is to be Registered
---------------------------------------------- -------------------------
8% Convertible Senior Subordinated New York Stock Exchange
Debentures due 2000
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's securities to be registered is
incorporated herein by reference to the section entitled "Description of New
Debentures" in the Registrant's Offering Circular and Consent Solicitation, set
forth as Exhibit 99.A1 to the Registrant's Schedule 13E-4, File No. 5-10166,
filed with the Securities and Exchange Commission on June 7, 1995, a copy of
which incorporated information is attached hereto as Exhibit A.
Item 2. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ----------- -------------------------------------------------------------------------------------
<S> <C>
1 Restated Certificate of Incorporation of Bally, as amended (filed as an exhibit to
Bally's Registration Statement on Form S-8 dated December 13, 1994, registration no.
33-56831).
2 Certificate of Designation, Preferences and Rights of Series B Junior Participating
Preferred Stock, par value $1 per share, of Bally (filed as an exhibit to Bally's
Annual Report on Form 10-K, file no. 1-7244, for the fiscal year ended December 31,
1992).
3 Certificate of Designations, Preferences and Relative, Participating, Optional or
other Rights of the Series D Convertible Exchangeable Preferred Stock, par value $1
per share, of Bally, as amended (filed as an exhibit to Bally's Annual Report on
Form 10-K, file no. 1-7244, for the fiscal year ended December 31, 1992).
4 By-laws of Bally, as amended (filed as an exhibit to Bally's Annual Report on Form
10-K, file no. 1-7244, for the fiscal year ended December 31, 1992).
5 Registration Statement on Form 8-A dated July 24, 1975 (file no. 1-7244).
6 Registration Statement on Form 8-A, as amended, relating to 6% Convertible
Subordinated Debentures due 1998 of Bally (filed as an exhibit to Bally's Annual
Report on Form 10-K, file no. 1-7244, for the fiscal year ended December 31, 1992).
7 Registration Statement on Form 8-A, as amended, relating to 10% Convertible
Subordinated Debentures due 2006 of Bally (filed as an exhibit to Bally's Annual
Report on Form 10-K, file no. 1-7244, for the fiscal year ended December 31, 1992).
8 Registration Statement on Form 8-A dated December 11, 1986, relating to Preferred
Stock Purchase Rights (file no. 1-7244).
</TABLE>
-2-
<PAGE> 3
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
BALLY ENTERTAINMENT CORPORATION
----------------------------------------
(Registrant)
Dated: July 12, 1995 By: /s/ John W. Dwyer
----------------------------------
John W. Dwyer
Vice President and Corporate Controller
-3-
<PAGE> 4
EXHIBIT A
DESCRIPTION OF THE NEW DEBENTURES
The New Debentures are to be issued under an indenture (the "New
Indenture") between the Company and First Bank National Association, as New
Trustee (the "New Trustee"), a form of which has been filed with the Commission
on Form T-3. The following summaries of certain provisions of the New
Indenture do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all of the provisions of the New Indenture,
including the definitions in the New Indenture of certain terms. Wherever
particular sections or defined terms of the New Indenture are referred to, such
sections or defined terms are incorporated herein by reference.
GENERAL
The New Debentures will be unsecured subordinated obligations of the
Company, will be limited to $15,390,000 in aggregate principal amount and will
mature on December 15, 2000. The New Debentures will bear interest at eight
percent (8%) per annum from March 15, 1995, payable semi-annually on March 15
and September 15 of each year, commencing September 15, 1995, to the person in
whose name such New Debenture is registered at the close of business on the
preceding March 1 or September 1, as the case may be. Principal of and
interest on the New Debentures will be payable at the office or agency of the
Company maintained for that purpose in the Borough of Manhattan, The City of
New York, or the City of Chicago, Illinois, and the New Debentures may be
surrendered for transfer, exchange or conversion at that office or agency. In
addition, payment of interest may be made at the option of the Company by check
mailed to the address of the person entitled thereto as it appears in the
Security Register.
The New Debentures will be issued only in registered form.
CONVERSION RIGHTS
The New Debentures will be convertible into Common Stock at any time
prior to redemption or maturity, initially at the conversion price set forth on
the cover page hereof. The right to convert New Debentures which have been
called for redemption will terminate at the close of business on the Trading
Day prior to the Redemption Date. See "Optional Redemption" and "Redemption or
Forced Sale for Regulatory Reasons" below.
The conversion price will be subject to adjustment in certain events,
including (a) the payment of dividends and other distributions in Common Stock
on any class of capital stock of the Company, (b) the issuance to all holders
of Common Stock of rights, options or warrants entitling them to subscribe for
or purchase Common Stock at a price per share less than the current market
price per share (as defined) at the time of such issuance (provided that the
conversion price will be readjusted to the extent any such warrants, options or
rights are not exercised prior to the expiration thereof), (c) subdivisions and
combinations of Common Stock, (d) distributions to all holders of Common Stock
of shares of any class of capital stock, evidences of indebtedness of the
Company or assets (including securities, but excluding those dividends and
distributions referred to above, any rights, options and warrants, and any
dividends or distributions paid exclusively in cash), (e) distributions
consisting exclusively of
A-1
<PAGE> 5
cash to all holders of Common Stock in an aggregate amount that, together with
(i) other all-cash distributions made within the preceding 12 months to all
holders of Common Stock and (ii) any cash and the fair market value of other
consideration paid in respect of any tender offer by the Company or any of its
subsidiaries for the Company's Common Stock concluded within the preceding 12
months, exceeds 12.5% of the Company's then current market capitalization
(being the product of the current market price per share (as defined in the New
Indenture) of the Common Stock times the number of shares of Common Stock then
outstanding), (f) the successful completion of a tender offer made by the
Company or any of its subsidiaries for the Company's Common Stock which
involves an aggregate consideration that, together with (i) any cash and other
consideration paid in respect of any tender offer by the Company or any of its
subsidiaries for the Company's Common Stock expiring within the 12 months
preceding the expiration of such tender offer and (ii) the aggregate amount of
any all-cash distributions to all holders of the Company's Common Stock within
the 12 months preceding the expiration of such tender offer, exceeds 12.5% of
the Company's market capitalization (being the product of the current market
price per share (as defined in the New Indenture) of the Common Stock times the
number of shares of Common Stock then outstanding) at the expiration of such
tender offer, and (g) certain reclassifications. No adjustment of the
conversion price will be required unless an adjustment would require a
cumulative increase or decrease of at least 1% in such price; provided,
however, that any adjustment that would otherwise be required to be made, but
is not made as a result of the foregoing limitation, shall be carried forward
and taken into account in a subsequent adjustment. No adjustment of the
conversion price will result in zero or in a negative number or will reduce the
conversion price below the then par value of the Common Stock (in which case
the conversion price would be reduced to such par value), unless the Common
Stock has no par value at such time (in which case the conversion price would
be reduced to $.01 per share).
If the Company distributes any rights, options or warrants (other than
those referred to in clause (b) of the preceding paragraph) ("Rights") to all
holders of Common Stock, in lieu of a conversion price reduction, each Holder
who converts after the record date for the distribution and prior to the
expiration or redemption of the Rights will be entitled to receive, in addition
to the shares of Common Stock issuable upon such conversion, the same number of
Rights to which a holder of the number of shares of Common Stock into which the
principal amount of the New Debenture so converted was convertible would have
been entitled.
In addition to the foregoing adjustments, the Company, at its option,
will be permitted to make such reductions in the conversion price as it
considers advisable (including such reductions in the conversion price as it
considers to be advisable in order that any event treated for United States
federal income tax purposes as a dividend of stock or stock rights will not be
taxable to the recipients). In case of certain consolidations or mergers to
which the Company is a party or the transfer of the property and assets of the
Company substantially as an entirety, each New Debenture then outstanding
would, without the consent of any Holder of New Debentures, become convertible
only into the kind and amount of securities, cash and other property receivable
upon the consolidation, merger, sale or transfer by a holder of the number of
shares of Common Stock into which such New Debenture might have been converted
immediately prior to such consolidation, merger, sale or transfer (assuming
such holder of Common Stock failed to exercise any rights of election and
received per share the kind and amount received per share by a plurality of
non-electing shares).
A-2
<PAGE> 6
Fractional shares of Common Stock will not be issued upon conversion,
but, in lieu thereof, the Company will pay a cash adjustment based upon the
market price of the Common Stock. New Debentures surrendered for conversion
during the period from the close of business on any Regular Record Date next
preceding any interest Payment Date to the opening of business on such interest
Payment Date (except New Debentures called for redemption during such period)
must be accompanied by payment of an amount equal to the interest thereon which
the Registered Holder is to receive. In the case of any New Debenture which
has been converted after any Regular Record Date but on or before the next
Interest Payment Date (except New Debentures whose Maturity is prior to such
Interest Payment Date), interest whose Stated Maturity is on such Interest
Payment Date shall be payable on such Interest Payment Date notwithstanding
such conversion, and such interest shall be paid to the Holder of such New
Debenture on such Regular Record Date. Except as described above, no interest
on converted New Debentures will be payable by the Company on any Interest
Payment Date subsequent to the date of conversion. No other payment or
adjustment for interest or dividends is to be made upon conversion.
SUBORDINATION
The indebtedness represented by the New Debentures and the payment of
the principal of, interest on, and other obligations in respect of, the New
Debentures will, to the extent set forth in the New Indenture, be subordinated
in right of payment to the prior payment in full in cash of all Senior
Indebtedness. Senior Indebtedness does not include the Old Debentures, to
which the New Debentures will rank senior in right of payment. Upon any
liquidation, dissolution, winding up, assignment for the benefit of creditors,
marshalling of assets or any bankruptcy, insolvency or similar proceedings of
the Company, the holders of all Senior Indebtedness will be entitled to receive
payment in full in cash of all amounts due or to become due thereon before the
Holders of the New Debentures will be entitled to receive any payment in
respect of the principal of, interest on, or other cash obligations in respect
of, the New Debentures. In the event of the acceleration of the maturity of
any New Debentures, the holders of all Senior Indebtedness will be entitled to
receive payment in full in cash of all amounts due or to become due thereon
before the Holders of the New Debentures will be entitled to receive any
payment for the principal of, interest on, or other cash obligations in respect
of, the New Debentures. No payments on account for the principal of, interest
on, or other obligations in respect of, the New Debentures may be made if there
has occurred and is continuing a default in any payment with respect to Senior
Indebtedness or an event of default with respect to any Senior Indebtedness
permitting the holders thereof to accelerate the maturity thereof, or if any
judicial proceeding shall be pending with respect to any such default. In the
event that notwithstanding any of the foregoing prohibitions, the New Trustee
or the Holders of the New Debentures receive any payment or distribution on
account of or in respect of the New Debentures, such payment or distribution
will be paid over and delivered to the holders of Senior Indebtedness or, in
the case of a bankruptcy, insolvency or similar proceeding of the Company, to
the trustee, receiver or other person making payment or distribution of the
assets of the Company. For purposes of the subordination provisions, the
payment, issuance or delivery of cash, property or securities (other than
stock, and certain subordinated securities of the Company) upon conversion of a
New Debenture will be deemed to constitute payment on account of the principal
of such New Debenture.
A-3
<PAGE> 7
"Senior Indebtedness" with respect to the Company, is defined to mean
the principal of and premium, if any, and interest due on, and other
obligations in respect of, indebtedness of the Company, whether outstanding on
the date of the New Indenture or thereafter created, incurred or assumed which
is (a) indebtedness for money borrowed, except the Old Debentures and the 10%
Debentures (to which the 8% Debentures will state they are pari passu in right
of payment), and except any other indebtedness that by the terms of the
instrument or instruments by which such indebtedness was created or incurred
expressly provides that it (i) is junior in right of payment to the New
Debentures or (ii) ranks pari passu in right of payment with the New
Debentures, or (b) any amendment, renewal, extension, modification and
refunding of any such indebtedness. For the purposes of this definition,
"indebtedness for money borrowed" means (i) any obligation of the Company for
the repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments, (ii) any deferred payment obligation of the
Company, evidenced by bonds, debentures, notes or other written instruments,
including obligations assumed or incurred in connection with the acquisition of
property, assets or businesses (provided, however, that the deferred purchase
price of any property, assets or business shall not be considered indebtedness
if the purchase price thereof is payable in full in accordance with customary
trade terms), (iii) any obligation of the Company as lessee under leases
required to be capitalized on the balance sheet of the Company under generally
accepted accounting principles and leases of property or assets made as part of
any sale and leaseback transaction to which the Company is a party, (iv) any
obligation of the Company for the payment of amounts due under an interest rate
or other swap, cap or collar agreement or other similar instrument or agreement
or foreign currency hedge, exchange or similar instrument or agreement, and (v)
any guarantees by the Company of another person's indebtedness of the kind
described in clauses (i), (ii), (iii) or (iv) above.
As of March 31, 1995, the aggregate amount of Senior Indebtedness was
approximately $46.2 million. In addition, as a result of the Company's holding
company structure, the New Debentures will effectively rank junior to all
indebtedness and other liabilities of the Company's subsidiaries, which were
(excluding deferred income taxes) approximately $1.3 billion as of March 31,
1995.
The New Indenture does not limit or prohibit the incurrence of
additional Senior Indebtedness. The Company expects from time to time to incur
additional Senior Indebtedness.
OPTIONAL REDEMPTION
The New Debentures are redeemable at any time, at the Company's
option, in whole or in part, upon not less than 30 nor more than 60 days'
notice mailed to each Holder of New Debentures to be redeemed at the Holder's
address appearing in the Security Register at any time at 100% of principal
amount plus accrued interest to the date of redemption (subject to the right of
Holders of record on the relevant Regular Record Date to receive interest due
on an Interest Payment Date that is on or prior to the Redemption Date).
No sinking fund is provided for the New Debentures.
A-4
<PAGE> 8
REDEMPTION OR FORCED SALE FOR REGULATORY REASONS
If the New Jersey Commission, Nevada Commission or any other gaming
authority in another jurisdiction finds that a holder or beneficial owner of
New Debentures must be found licensed or qualified or suitable to hold or own
the New Debentures under the New Jersey Act, Nevada Act or any other gaming
regulation in such other jurisdiction, and if such holder or such beneficial
owner is not found qualified, licensed or suitable within any time period
specified by the New Jersey Commission, Nevada Commission or such other gaming
authority or the New Jersey Act, Nevada Act or such other gaming regulation,
the Company will have the right, at its option, (i) to require such holder or
beneficial owner to dispose of all or a portion of such holder's or beneficial
owner's New Debentures within 120 days after receipt of notice by such holder
or beneficial owner of its disqualification under the New Jersey Act, Nevada
Act or any other applicable gaming regulation (or such different period as may
be prescribed by the New Jersey Commission, Nevada Commission or such other
gaming authority), or (ii) to call for redemption of the New Debentures held by
either such holder or beneficial owner, on not less than 30 nor more than 60
days' notice (or such different period as may be prescribed by the New Jersey
Commission, Nevada Commission or any such other gaming authority).
On any such redemption of New Debentures, the Redemption Price shall
be the lesser of (i) the market value thereof on the date of such notice of
redemption (as determined in good faith by the Board of Directors of the
Company) and (ii) the price at which such holder or beneficial owner acquired
the New Debentures, together with (if permitted by the New Jersey Act or any
other gaming regulation in another jurisdiction or by the orders of the New
Jersey Commission or any such other gaming authority in such other
jurisdiction) accrued interest, if any, to the Redemption Date, unless a
different redemption price or other payment, remuneration or related terms or
restrictions is required by the New Jersey Commission or any such other gaming
authority, in which event such price, terms and restrictions shall be the
Redemption Price and terms of redemption. If redemption is required by the
Nevada Commission pursuant to the Nevada Act, accrued interest will only be to
the date of the finding of unsuitability.
MERGER AND CONSOLIDATION
The Company may not (a) consolidate with or merge into any other
Person or sell, transfer or lease its properties and assets substantially as an
entirety to any Person, or (b) permit any Person to consolidate with or merge
into the Company or sell, transfer or lease its properties and assets
substantially as an entirety to the Company, unless after giving effect to such
transaction, no Event of Default or event which, after notice or lapse of time
or both, would become an Event of Default shall have happened and be continuing
under the New Indenture and the Person formed by such consolidation or into
which the Company is merged, or which acquires or leases the properties and
assets of the Company substantially as an entirety assumes all of the
obligations of the Company under the New Debentures and the New Indenture and
provides for conversion rights as provided in the New Indenture.
EVENTS OF DEFAULT
The following are Events of Default under the New Indenture: (a)
failure to pay principal of any New Debenture when due; (b) failure to pay any
interest on any New Debenture when due, which failure continues for 30 days;
(c) failure to perform any other covenant of the
A-5
<PAGE> 9
Company in the New Indenture that continues for 90 days after written notice as
provided in the New Indenture; and (d) certain events of bankruptcy,
insolvency, receivership or reorganization of the Company.
Subject to the provisions of the New Indenture relating to the duties
of the New Trustee in case an Event of Default shall occur and be continuing,
the New Trustee will be under no obligation to exercise any of its rights or
powers under the New Indenture at the request or direction of any of the
Holders, unless such Holders shall have offered to the New Trustee reasonable
indemnity. Subject to such provisions for the indemnification of the New
Trustee, the Holders of a majority in aggregate principal amount of Outstanding
New Debentures will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the New Trustee or
exercising any trust or power conferred on the New Trustee.
If an Event of Default (other than in respect of certain events of
bankruptcy, insolvency or reorganization of the Company) shall occur and be
continuing, either the New Trustee or the Holders of at least 25% in aggregate
principal amount of Outstanding New Debentures may, by written declaration to
the Company, accelerate the maturity of all New Debentures. If an Event of
Default occurs in respect of certain events of bankruptcy, insolvency or
reorganization of the Company, then the entire principal amount of the New
Debentures shall become immediately due and payable without declaration or
other notice to the Company or the New Trustee. After any such acceleration,
but before a judgment or decree based on acceleration, the Holders of a
majority in aggregate principal amount of Outstanding New Debentures may, under
certain circumstances, rescind and annul such acceleration if (x) all Events of
Default, other than the non-payment of accelerated principal, have been cured
or waived as provided in the New Indenture or are otherwise no longer
continuing and (y) the Company has paid all amounts that have otherwise become
due under the New Debentures. For information as to waiver of defaults, see
"Description of the New Debentures -- Modifications, Amendments and Waivers."
No Holder of any New Debenture will have any right to institute any
proceeding with respect to the New Indenture or for any remedy thereunder,
unless such Holder shall have previously given to the New Trustee written
notice of a continuing Event of Default, the Holders of at least 25% in
aggregate principal amount of Outstanding New Debentures shall have made
written request to the New Trustee to institute such proceeding, such Holder
has offered to the New Trustee reasonable indemnity, the New Trustee for 60
days after receipt of such notice has failed to institute such proceeding, and
no direction inconsistent with such request shall have been given to the New
Trustee during such 60-day period by the Holders of a majority in aggregate
principal amount of Outstanding New Debentures. However, such limitations do
not apply to a suit instituted by a Holder of a New Debenture for enforcement
of payment of the principal of, or interest on such New Debenture on or after
the respective due dates expressed in such New Debenture or of the right to
convert such New Debenture in accordance with the New Indenture.
The Company will be required to furnish to the New Trustee within 120
days after the end of each fiscal year of the Company a statement of certain
officers of the Company as to their knowledge of the performance by the Company
of certain of its obligations under the New Indenture and any default in such
performance.
A-6
<PAGE> 10
MODIFICATIONS, AMENDMENTS AND WAIVERS
Modifications and amendments of the New Indenture may be made by the
Company and the New Trustee with the consent of the Holders of a majority in
aggregate principal amount of Outstanding New Debentures; provided, however,
that no such modification or amendment may, without the consent of the Holder
of each outstanding New Debenture, (a) change the Stated Maturity of the
principal of, or any installment of interest on, any New Debenture, (b) reduce
the principal amount of or interest on any New Debenture, (c) adversely affect
the right to convert the New Debentures, (d) amend the provisions of the New
Indenture with respect to subordination of the New Debentures in a manner
adverse to the Holders, (e) change the place or currency of payment of
principal of, or interest on, any New Debenture, (f) impair the right to
institute suit for the enforcement of any such payment on or with respect to
any New Debenture, or (g) reduce the percentage of outstanding New Debentures
necessary to modify or amend the New Indenture or for waiver of compliance with
certain provisions of the New Indenture or for waiver of certain defaults.
The Holders of a majority in aggregate principal amount of Outstanding
New Debentures may waive any past default under the New Indenture, except a
default in the payment of principal or interest or in respect of a provision
which under the New Indenture cannot be modified or amended without consent of
the Holder of each outstanding New Debenture.
SATISFACTION AND DISCHARGE
The Company may discharge its obligations under the New Indenture
while New Debentures remain outstanding if (a) all outstanding New Debentures
will become due and payable at their scheduled maturity within one year, (b)
all outstanding New Debentures are scheduled for redemption within one year or
(c) all outstanding New Debentures are delivered to the New Trustee for
conversion in accordance with the New Indenture and in the case of (a) or (b)
above, the Company has deposited with the New Trustee an amount sufficient to
pay and discharge the entire indebtedness on all outstanding New Debentures on
the date of their scheduled maturity or the scheduled date of redemption.
GOVERNING LAW
The New Indenture and the New Debentures will be governed by and
construed in accordance with the laws of the State of New York.
INFORMATION CONCERNING THE NEW TRUSTEE
First Bank National Association (the "New Trustee") will serve as
trustee under the New Indenture. The New Indenture contains certain
limitations on the rights of the New Trustee, should it become a creditor of
the Company, to obtain payment of claims in certain cases or to realize certain
property received in respect of any such claim as security or otherwise. The
New Trustee will generally be permitted to engage in other transactions with
the Company. The New Indenture also provides that the Company will indemnify
the New Trustee against loss, liability or expense incurred without gross
negligence or bad faith on the part of the New Trustee arising out of or in
connection with the trust under the New Indenture.
A-7
<PAGE> 11
An affiliate of the New Trustee currently is a secured lender to one of
the Company's subsidiaries.
A-8
