-----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, NFQss5KQzbgJ8d52jFARdf99ZIYLK6eb9yU9fnpDyDMPoPBMwlbtoYtuUAaEgL+C 0JRiM6VnA/oh36cvzDHWpQ== 0000944209-98-001345.txt : 19980723 0000944209-98-001345.hdr.sgml : 19980723 ACCESSION NUMBER: 0000944209-98-001345 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980722 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASINO MAGIC CORP CENTRAL INDEX KEY: 0000891105 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 640817483 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52227 FILM NUMBER: 98669712 BUSINESS ADDRESS: STREET 1: 711 CASINO MAGIC DR CITY: BAY ST LOUIS STATE: MS ZIP: 39520 BUSINESS PHONE: 2284679257 MAIL ADDRESS: STREET 1: PO BOX 3150 CITY: BAY ST LOUIS STATE: MS ZIP: 39521 FILED BY: 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/A BUSINESS ADDRESS: STREET 1: 1050 SOUTH PRAIRIE AVENUE CITY: INGLEWOOD STATE: CA ZIP: 90301 BUSINESS PHONE: 3104191500 MAIL ADDRESS: STREET 1: 1050 SOUTH PRAIRIE AVENUE CITY: INGLEWOOD STATE: CA ZIP: 90301 SC 13D/A 1 AMENDMENT #2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- SCHEDULE 13D (AMENDMENT NO. 2) UNDER THE SECURITIES EXCHANGE ACT OF 1934/1/ CASINO MAGIC CORP. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 147590 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) G. Michael Finnigan Hollywood Park, Inc. 1050 South Prairie Ave. Inglewood, California 90301 Tel: (310) 419-1500 With a copy to: --------------- Alvin Segel, Esq. Irell & Manella LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, California 90067 Tel: (310) 277-1010 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 20, 1998 - -------------------------------------------------------------------------------- (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 [_]. 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. (Continued on following pages) (PAGE 1 OF 4 PAGES) - ------------------ /1/ 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 the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act 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. 147590 10 3 PAGE 2 OF 4 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Hollywood Park, Inc. IRS Identification No. 95-3667491 - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 782,900 SHARES ----------------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY 7,954,500 OWNED BY ----------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 782,900 PERSON ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER WITH 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,737,400** - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 24.5% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON*: CO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT ** The filing of this Schedule 13D shall not be construed as an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the beneficial owner of any securities covered by this Schedule 13D. --------------------- PAGE 3 OF 4 PAGES --------------------- This Amendment No. 2 amends and supplements the following items of the Schedule 13D of Hollywood Park, Inc., a Delaware corporation ("Parent"), originally filed on February 27, 1998 with the Securities and Exchange Commission, as amended by Amendment No. 1 thereto ("Amendment No. 1") filed June 12, 1998 (as amended, the "Schedule 13D") with respect to shares of common stock, $.01 par value per share (the "Common Stock") of Casino Magic Corp., a Minnesota corporation (the "Company"). Unless otherwise indicated, all capitalized terms used but not defined herein have the meanings set forth in the Schedule 13D. This Amendment No. 2 is being filed in connection with Parent's purchase in open market transactions of an additional 339,332 shares of Common Stock of the Company since the filing of Amendment No. 1. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended by deleting the last paragraph thereto added by Amendment No. 1 and adding the following in its place: Parent financed 100% of the $1,594,326.38 total purchase price of the Purchased Shares (as defined in Item 5) through working capital. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Part (a) of Item 5 is hereby amended and restated in its entirety to read as follows: (a) Parent is the beneficial owner of 782,900 shares of Common Stock (the "Purchased Shares"), of which 400,000 shares were purchased on June 5, 1998, 37,568 shares were purchased on June 8, 1998, 6,000 shares were purchased on June 11, 1998, 6,000 shares were purchased on June 12, 1998, 8,000 shares were purchased on June 16, 1998, 83,900 shares were purchased on June 17, 1998, 35,432 shares were purchased on June 18, 1998, 8,000 shares were purchased on June 19, 1998, 38,000 shares were purchased on June 23, 1998, 10,000 shares were purchased on June 25, 1998, 20,000 shares were purchased on June 26, 1998, and 1,000 shares were purchased on June 30, 1998, all in open market transactions at a price per share of $2.00, and of which 75,000 shares were purchased on July 16, 1998, 5,000 shares were purchased on July 17, 1998, 19,000 shares were purchased on July 20, 1998, and 30,000 shares were purchased on July 23, 1998, all in open market transactions at a price per share of $2.03125. Parent may also be deemed to be the beneficial owner of the 7,954,500 Proxy Shares which are held by Torguson and are subject to the voting and other provisions of the Voting Agreement. The Purchased Shares and the Proxy Shares together constitute approximately 24.5% of the outstanding shares of Common Stock, based on the total number of 35,722,124 shares of Common Stock represented by the Company in its Form 10-Q filed May 15, 1998 to have been outstanding as of May 12, 1998. To the best knowledge of Parent, no director or executive officer of Parent is the beneficial owner of any shares of Common Stock. --------------------- PAGE 4 OF 4 PAGES --------------------- SIGNATURE 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. HOLLYWOOD PARK, INC. Dated: July 22, 1998 By: /s/ G. Michael Finnigan ----------------------- G. Michael Finnigan, President, Sports and Entertainment -----END PRIVACY-ENHANCED MESSAGE-----