-----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, EcT/N7D2ijWdye/QJ9wPZpBP27BlMU43Y0+qmIMs+cJXC9iUlvogR+s+nKqu137X 5iJlWhf+RNpu1aDbXBG7Sw== 0000950131-02-000100.txt : 20020413 0000950131-02-000100.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950131-02-000100 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020104 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HAWK GAMING & DEVELOPMENT CO INC CENTRAL INDEX KEY: 0000896495 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 841158484 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21736 FILM NUMBER: 2507028 BUSINESS ADDRESS: STREET 1: 240 MAIN ST PO BOX 21 STREET 2: SUITE 170 CITY: BLACK HAWK STATE: CO ZIP: 80422 BUSINESS PHONE: 3035821117 MAIL ADDRESS: STREET 1: 240 MAIN ST BOX S STREET 2: SUITE 400 CITY: BLACK HAWK STATE: CO ZIP: 80422 8-K 1 d8k.txt FORM 8-K UNITED STATES 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) January 4, 2002 BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado 021736 84-1158484 - ------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 240 Main Street Post Office Box 21 Black Hawk, Colorado 80422 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 582-1117 -------------- No Change ------------------------------------------------------------------ Former name or former address if changed since date of last filing 1 Item 5. Other Events. - ------ ------------ On January 4, 2002, the registrant announced that at a Special Meeting shareholders voted for the approval and adoption of the Agreement and Plan of Merger, dated as of April 25, 2001 by and among Gameco, Inc., BH Acquisition Corp and the Company. See the press releases dated January 4, 2002 attached hereto as an exhibit for more details. 2 Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (a) Financial Statements. None -------------------- (b) Exhibits. The following exhibits are filed herewith: -------- Number Description ------ ----------- Ex99.01-8k.6 Press release dated January 4, 2002 3 SIGNATURES 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 thereunto duly authorized. BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC. By: /s/ Stephen R. Roark --------------------------------------- Stephen R. Roark, President Date: January 10, 2001 4 EX-99.01-8K.6 3 dex99018k6.txt PRESS RELEASE EXHIBIT 99.01-8k.6 FOR IMMEDIATE RELEASE: January 4, 2002 CONTACTS: Stephen R. Roark Carl Thompson President and Chief Financial Officer Chief Executive Officer Stan Politano Carl Thompson Associates Vice President 800-959-9677 Black Hawk Gaming & Development Company, Inc. 303-582-1117 BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC. ANNOUNCES SHAREHOLDER APPROVAL OF MERGER WITH GAMECO, INC. Black Hawk, Colorado--Black Hawk Gaming & Development Company, Inc. (Nasdaq National Market: BHWK), owner and operator of the Gilpin Hotel Casino in Black Hawk, Colorado, the Gold Dust West Casino in Reno, Nevada, and 75% owner and operator of The Lodge Casino in Black Hawk, announced that at a Special Meeting of shareholders held today, shareholders voted for the approval and adoption of the Agreement and Plan of Merger, dated as of April 25, 2001 by and among Gameco, Inc., BH Acquisition Corp and the Company. Pursuant to the merger agreement, Gameco, Inc., an entity controlled by Jeffrey P. Jacobs, Chairman of the Board and Chief Executive Officer of Black Hawk, has agreed to pay $12.00 per share, in cash, for each share of common stock of Black Hawk not currently owned by Mr. Jacobs or his affiliates. Black Hawk will become a wholly-owned subsidiary of Gameco. While the parties anticipate consummating the transaction before the end of February, 2002, consummation of the transaction is subject to various conditions, including, among other things, the obtaining of various regulatory approvals, which are expected to be obtained before the end of February, 2002. Gameco expects the financing necessary to close the merger before the end of January, 2002. If the transaction fails to close because of Gameco's inability to obtain financing or under other specified circumstances, Black Hawk will be entitled to liquidated damages of $2 million. This press release contains forward-looking statements that involve risks and uncertainties relating to future events, including whether and when the proposed merger will be consummated. These risks and uncertainties could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. These factors include, but are not limited to, gaming approvals which may not be obtained in a timely manner or at all, the requisite financing may not be obtained, and other conditions to the merger may not be satisfied. Black Hawk assumes no obligation to update the forward-looking information. Note: News releases and other information about Black Hawk Gaming & Development Company, Inc. are available at http://www.bhwk.com ### -----END PRIVACY-ENHANCED MESSAGE-----