-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JhQYf+l4ithVFzzqtH67hBe0waV1Ibl0ZfAvZ3BgmJ/I6zhUAfK5yIkcZGUsUw31 GMaI81gcROK7sB4pzsu4rA== 0000912057-96-008279.txt : 19960508 0000912057-96-008279.hdr.sgml : 19960508 ACCESSION NUMBER: 0000912057-96-008279 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960507 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOLLYWOOD PARK INC/NEW/ CENTRAL INDEX KEY: 0000356213 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 953667491 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-33517 FILM NUMBER: 96557105 BUSINESS ADDRESS: STREET 1: P O BOX 369 CITY: INGLEWOOD STATE: CA ZIP: 90301 BUSINESS PHONE: 3104191500 MAIL ADDRESS: STREET 1: P O BOX 369 CITY: INGLEWOOD STATE: CA ZIP: 90306 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOOMTOWN INC CENTRAL INDEX KEY: 0000891552 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 943044204 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 399 CITY: VERDI STATE: NV ZIP: 89439-0399 BUSINESS PHONE: 7023858625 SC 13D 1 SCHED 13D ------------------------------- OMB APPROVAL ------------------------------- OMB Number: 3235-0145 Expires: October 31, 1997 Estimated average burden hours per response........14.90 ------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (INITIAL FILING)* Hollywood Park, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 436255103 -------------------------------------- (CUSIP Number) Robert F. List, Boomtown, Inc., P.O. Box 399, Verdi, Nevada 89439-0399 (702) 345 -2327 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 23, 1996 -------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement /X/ (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 436255103 PAGE 2 OF 7 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Boomtown, Inc. #94-3044204 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER -0- NUMBER OF -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 2,119,840 EACH -------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH -0- -------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,119,840* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 7 * The filing of this Schedule 13D shall not be construed as an admission that Boomtown is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), the beneficial owner of any securities covered by this Schedule 13D. Page 4 of 7 ITEM 1. SECURITY AND ISSUER. Common stock, $.10 par value (the "COMMON STOCK") of Hollywood Park, Inc. (the "COMPANY"), 1050 South Prairie Avenue, Inglewood, California 90301. ITEM 2. IDENTITY AND BACKGROUND. The name of the reporting person is Boomtown, Inc., a Delaware corporation ("BOOMTOWN"). Its principal business is gaming and the address of its principal business and office is P.O. Box 399, Verdi, Nevada 89439-0399. The name, citizenship, residence or business address, present principal occupation, and name, principal business and address of any corporation or other organization in which such occupation is conducted, for each of the directors and executive officers of Boomtown are set forth in EXHIBIT 1 which is incorporated herein by reference. To the best knowledge of Boomtown, neither Boomtown nor any of its directors or executive officers has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Further, to the best knowledge of Boomtown, neither Boomtown nor any of its directors or executive officers was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4. ITEM 4. PURPOSE OF TRANSACTION. In connection with the execution of an Agreement and Plan of Merger, dated April 23, 1996, among the Company, HP Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("SUB"), and Boomtown (the "MERGER AGREEMENT") relating to the strategic combination of the Company and Boomtown as described below, R.D. Hubbard, Chief Executive Officer and shareholder of the Company ("Hubbard"), concurrently entered into a Voting Agreement with Boomtown (the "VOTING AGREEMENT"). Pursuant to the Voting Agreement, Hubbard granted an Irrevocable Proxy to Boomtown to vote, at any stockholders meeting of the Company, the Shares (as defined in Item 5 herein) with respect to certain matters related directly or indirectly to the Merger (as defined below). The purpose of the Irrevocable Proxy and Voting Agreement is solely to facilitate the approval and consummation of the Merger and the transactions contemplated thereby. (See Item 6 herein for a description of the Irrevocable Proxy). Pursuant to the Merger Agreement, Sub will be merged with and into Boomtown, with Boomtown remaining as the surviving corporation and becoming a wholly-owned subsidiary of the Company (the "MERGER"). At the effective date of the Merger (the "EFFECTIVE DATE"), each issued and outstanding share of the common stock, $.01 par value, of Boomtown will be converted into the right to receive 0.625 of a share of the Common Stock. At the Effective Date, the Company's Board of Directors will be expanded from seven (7) to eleven (11) members and will be comprised of seven (7) directors selected by the Company and four (4) directors selected by Boomtown. (See Boomtown's Current Report on Form 8-K, dated May 3, 1996, for a detailed description of the Merger Agreement and Merger). Page 5 of 7 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Boomtown may be deemed to beneficially own 2,119,840 shares of Common Stock (the "Shares"), constituting 11.5% of the outstanding shares of Common Stock based on 18,504,798 shares of Common Stock outstanding as of April 23, 1996 (according to the Company's Current Report on Form 8-K, filed May 3, 1996). To the best knowledge of Boomtown, no director or executive officer of Boomtown is the beneficial owner of any shares of Common Stock. (b) Boomtown has shared voting power with respect all of the Shares with R. D. Hubbard as described in Item 6 below and has dispositive power over no shares of Common Stock. Set forth below is the Item 2 information with respect to R.D. Hubbard: (a) R.D. Hubbard. (b) 1050 South Prairie Avenue, Inglewood, California 90301. (c) Chief Executive Officer of the Company, whose address is set forth in Item 1 hereof. (d) None. (e) None. (f) United States. (c) Other than the transaction described in Item 4 above which has prompted the filing of this Schedule 13D, to the best knowledge of Boomtown, neither Boomtown nor any of its directors or executive officers has effected any transaction in the Common Stock during the past 60 days. (d) To the best knowledge of Boomtown, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Inapplicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to the Voting Agreement and concurrently with the execution of the Voting Agreement, Hubbard granted an Irrevocable Proxy to Boomtown to vote, at every meeting of the stockholders of the Company, the Shares: (i) in favor of approval of (x) the issuance of Common Stock pursuant to (a) the Merger, (b) the assumption of Boomtown's Stock Option Plan and outstanding stock options and (c) any warrants of Boomtown which may become exercisable for shares of Common Stock and (y) any matter that could reasonably be expected to facilitate the Merger and (ii) against any proposal made in opposition to or which would prevent the consummation of the Merger. Pursuant to the Voting Agreement, Hubbard may not transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Shares unless the proposed transferee executes and delivers a voting agreement and irrevocable proxy. The Voting Agreement and the Irrevocable Proxy terminate on the earlier of (i) the Effective Date (as defined in the Merger Agreement), (ii) at any time upon written notice by Boomtown to Hubbard terminating the Voting Agreement, (iii) upon the action by the Company's Board of Directors to withdraw or modify or change, in a manner adverse to Boomtown, its approval or recommendation of the Merger Agreement and the transactions contemplated thereby in the exercise of its fiduciary duties in accordance with Section 3.6(b) or Section 8.10 of the Merger Agreement, or (iv) the termination of the Merger Agreement in accordance with its terms. The description set forth above of the terms of the Voting Agreement and the Irrevocable Proxy does not purport to be a complete statement of the parties' rights and obligations, and is Page 6 of 7 qualified in its entirety by reference to the Voting Agreement, which is set forth as EXHIBIT 2 to this Schedule 13D. Reference is made to such agreement for a complete description of the terms and provisions thereof and the agreement of the parties thereunder. All capitalized terms not defined herein shall have the meaning prescribed in the Voting Agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 1. Directors and Executive Officers of Boomtown, Inc. 2. Voting Agreement, dated as of April 23, 1996, by and between Boomtown, Inc., a Delaware corporation, and R.D. Hubbard, in his capacity as a stockholder of Hollywood Park, Inc. is hereby incorporated by reference to Boomtown, Inc.'s Current Report on Form 8, filed May 3, 1996. Page 7 of 7 ITEM 8. SIGNATURE PAGE: After reasonable 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: May 3, 1996 By: /s/ Timothy J. Parrott ----------------------------- Timothy J. Parrott, Chief Executive Officer EXHIBIT INDEX SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ---- 1 Directors and Executive Officers of Boomtown, Inc. 2 Voting Agreement, dated as of April 23, 1996, by and between Boomtown, Inc., a Delaware corporation, and R.D. Hubbard, in his capacity as a stockholder of Hollywood Park, Inc. is hereby incorporated by reference to Boomtown, Inc.'s Current Report on Form 8, filed May 3, 1996. EX-1 2 EXH. 1 EXHIBIT 1 DIRECTORS AND EXECUTIVES OFFICERS OF BOOMTOWN, INC. All persons listed below are citizens of the United States of America. DIRECTORS
NAME AND RESIDENCE OR BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION - -------------------------------------- ---------------------------- Timothy J. Parrott* Chief Executive Officer and Chairman of the Board, Boomtown, Inc. Boomtown, Inc. Boomtown Hotel & Casino Interstate 80/Garson Road P.O. Box 399 Verdi, Nevada 89439 Phil Bryan* President and Chief Operating Officer, Boomtown, Inc. Boomtown, Inc. Boomtown Hotel & Casino Interstate 80/Garson Road P.O. Box 399 Verdi, Nevada 89439 Robert F. List* Senior Vice President and Corporate Counsel, Boomtown, Inc. Boomtown, Inc. Boomtown Hotel & Casino Interstate 80/Garson Road P.O. Box 399 Verdi, Nevada 89439 Richard Goeglein Private Investor 45 Vineyard View Drive Napa, CA 94558 Edward P. Roski, Jr. President, Majestic Realty Co. Majestic Realty Co. 13191 Crossroads Parkway North 6th Floor City of Industry, CA 91746-3497 Peter Harris Chief Executive Officer, Expressly Portraits, Inc. Expressly Portraits, Inc. 1157 Triton Drive Suite B Foster City, CA 94404 Delbert W. Yocam Independent Consultant 1264 North Shore Road Lake Oswego, OR 97034
* Also an Executive Officer of Boomtown, Inc. OTHER EXECUTIVE OFFICERS
NAME AND RESIDENCE OR BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION - -------------------------------------- ---------------------------- James W. Middagh Senior Vice President, Boomtown, Inc. Operations, Boomtown, Inc. Boomtown Hotel & Casino Interstate 80/Garson Road P.O. Box 399 Verdi, Nevada 89439 Mary J. Shick Senior Vice President, Boomtown, Inc. Marketing, Boomtown, Inc. Boomtown Hotel & Casino Interstate 80/Garson Road P.O. Box 399 Verdi, Nevada 89439 Donald E. Dixon Vice President, Human Resources, Boomtown, Inc. Boomtown, Inc. Boomtown Hotel & Casino Interstate 80/Garson Road P.O. Box 399 Verdi, Nevada 89439 Jerald R. Day Vice President, Gaming, Boomtown, Inc. Boomtown, Inc. Boomtown Hotel & Casino Interstate 80/Garson Road P.O. Box 399 Verdi, Nevada 89439
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