-----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, Cytv/BpJDuH4yHGNZgQxm6kH/1kgOHh+9FROWf5rYHRGWNNYSSp2gCR9idoW6aA3 q/1cTjWnLzOkxt6z0tZOXw== 0000898430-96-001635.txt : 19960508 0000898430-96-001635.hdr.sgml : 19960508 ACCESSION NUMBER: 0000898430-96-001635 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960507 SROS: NASD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33517 FILM NUMBER: 96557469 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: HUBBARD R D CENTRAL INDEX KEY: 0000904728 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1050 SOUTH PRAIRIE AVE CITY: INGLEWOOD STATE: CA ZIP: 90301 SC 13D/A 1 SCHEDULE 13D, AMENDENT #18 --------------------------- 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 (AMENDMENT NO. 18 )* ----- Hollywood Park, Inc. ------------------------------------------------------------- (Name of Issuer) Common Stock par value $.10 per share --------------------------------------------------- (Title of Class of Securities) 436255103 ----------------------------------------- (CUSIP Number) Alvin G. Segel Irell & Manella LLP, 1800 Avenue of the Stars, Suite 900 Los Angeles, California 90067 (310) 277-1010 ------------------------------------------------------------- (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 this statement [_]. (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 five percent or less 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 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). - ----------------------- --------------------- CUSIP NO. 436255103 13D PAGE 2 OF PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R.D. Hubbard - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,619,820 shares of Common Stock OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 2,619,820 shares of Common Stock PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,619,820 shares of Common Stock - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 13.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. --------------------------- 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 (AMENDMENT NO. 18 )* ----- Hollywood Park, Inc. ------------------------------------------------------------- (Name of Issuer) Depositary Shares (each representing 1/100th of a share of $70 Convertible Preferred Stock --------------------------------------------------- (Title of Class of Securities) 436255301 (Convertible Preferred Stock: 436255202) -------------------------------------------------- (CUSIP Number) Alvin G. Segel, Esq. Irell & Manella LLP 1800 Avenue of the Stars, Suite 900, Los Angeles, CA 90067 (310) 277-1010 ------------------------------------------------------------- (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 this statement [_]. (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 five percent or less 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 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). - ----------------------- --------------------- CUSIP NO. 436255301 13D PAGE 4 OF PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R.D. Hubbard - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [X] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 600,000 Depositary Shares (6,000 Shares of $70 Convertible Preferred Stock) SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 600,000 Depositary Shares (6,000 Shares of $70 Convertible Preferred Stock) PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 600,000 Depositary Shares (6,000 Shares of $70 Convertible Preferred Stock) - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 24.0% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D This Statement relates to the Schedule 13D, as amended (the "Schedule 13D") filed by Mr. R.D. Hubbard with regard to beneficial ownership of common stock, par value $.10 per share (the "Common Stock"), and of depositary shares (the "Depositary Shares"), each representing 1/100th of a share of $70.00 Convertible Preferred Stock (the "Preferred Stock"), of Hollywood Park, Inc. (the "Company"), and constitutes Amendment No. 18 thereto. Capitalized terms used herein and not otherwise defined have the meaning set forth in the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding the following: On April 23, 1996, Mr. Hubbard entered into a Voting Agreement (the "Voting Agreement") with Boomtown, Inc., a Delaware corporation ("Boomtown") with respect to the 2,119,840 shares (the "Shares") of Common Stock of the Company owned by Dr. Singleton. The Shares represent approximately 11.5% of the issued and outstanding shares of Common Stock of the Company (as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995). The Voting Agreement was entered into in connection with the Agreement and Plan of Merger (the "Merger Agreement") among the Company, HP Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("HP Acquisition"), and Boomtown relating to the strategic combination of the Company and Boomtown. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, HP Acquisition will merge into Boomtown (the "Merger"), whereupon Boomtown will become a wholly-owned subsidiary of the Company. At the Effective Date (as defined in the Merger Agreement) of the Merger, each issued and outstanding share of common stock, par value $.01 per share, of Boomtown will be converted into the right to receive 0.625 shares of Common Stock. The Merger Agreement provides that at the Effective Date, the Board of Directors of the Company will consist of eleven members, seven Company directors and four members of Boomtown's Board of Directors, and that such former Boomtown directors would be nominated by the Company for re-election to the Board for at least the first three annual stockholders meetings following the Merger. In the Voting Agreement, Mr. Hubbard agreed, among other things, to vote the Shares (i) in favor of the Merger, the Share Issuance Proposal (as defined in the Merger Agreement) and any matter that could reasonably be expected to facilitate the Merger and (ii) against approval or adoption of any proposal made in opposition to consummation of the Merger or which would prevent the consummation of the Merger. Mr. Hubbard also agreed not to transfer, sell, exchange, pledge or otherwise dispose of 5 or encumber any of the Shares, unless the proposed transferee or assignee of the Shares has executed and delivered to Boomtown a Voting Agreement and Irrevocable Proxy substantially identical to the Voting Agreement and the proxy attached thereto. The Voting Agreement expressly states that nothing contained therein is intended to restrict Mr. Hubbard from voting on any matter, or otherwise from acting, in his capacity as a director of the Company with respect to any matter. Concurrently with the execution of the Voting Agreement, Mr. Hubbard agrees to, and did, deliver to Boomtown a proxy with respect to the Shares in the form attached to the Voting Agreement as Exhibit A (the "Proxy"), which is --------- irrevocable to the fullest extent provided by law. The Voting Agreement and the Proxy terminate on the earlier of (the "Termination Date") (i) the Effective Date (as defined in the Merger Agreement), (ii) at any time upon written notice by Boomtown to Mr. 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 foregoing descriptions of the Voting Agreement and the Proxy are qualified in their entirety by reference to such documents, copies of which are included herein as Exhibit 1 and Exhibit 2, respectively, and incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(b) is hereby amended and restated to read in its entirety as follows: Except as provided in the Voting Agreement and the Proxy, Mr. Hubbard has sole voting and dispositive powers with respect to the 2,119,840 Shares he owns and the 600,000 Depositary Shares of which he has or may be deemed to have beneficial ownership. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE COMPANY. Item 6 is hereby amended and restated to read in its entirety as follows: Except for the Voting Agreement and the Proxy, Mr. Hubbard does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option 6 arrangements, put or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1. Voting Agreement, dated as of April 23, 1996, by and between - --------- Boomtown, Inc. and R.D. Hubbard (including Annex A: Form of Irrevocable Proxy). Exhibit 2. Irrevocable Proxy dated April 23, 1996. - --------- 7 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. R.D. HUBBARD May 7, 1996 /s/ R.D. Hubbard - ------------------- -------------------------- Date R.D. Hubbard 8 EXHIBIT INDEX ------------- EXHIBIT DESCRIPTION PAGE - ------- ----------- ---- Exhibit 1. Voting Agreement, dated as of April 23, 1996, by and between - --------- Boomtown, Inc. and R.D. Hubbard (including Annex A: Form of Irrevocable Proxy). Exhibit 2. Irrevocable Proxy dated April 23, 1996. - --------- 9 EX-1 2 VOTING AGREEMENT DATED APRIL 23, 1996 EXHIBIT 1 VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement"), dated as of April 23, 1996, is entered into by and among Boomtown, Inc., a Delaware corporation (the "Company"), on the one hand, and R.D. Hubbard, in his capacity as a stockholder ("Stockholder") of Hollywood Park, Inc., a Delaware corporation (the "Parent"), on the other hand. WHEREAS, concurrently herewith, Parent, HP Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and the Company are entering into an Agreement and Plan of Merger (the "Merger Agreement"; capitalized terms used without definition herein having the meanings ascribed thereto in the Merger Agreement); WHEREAS, Stockholder is as of the date hereof the beneficial owner of the number of shares of Parent Common Stock (collectively, the "Proxy Shares") set forth on Schedule 1 to this Agreement; WHEREAS, the approval by Parent's stockholders of the issuance of Parent Common Stock pursuant to (a) the Merger, (b) the Company stock options to be assumed by Parent in the Merger and (c) any warrants of the Company or other rights to acquire Company Common Stock which may become exercisable for shares of Parent Common Stock, is a condition to the consummation of the Merger (collectively, the "Share Issuance Proposal"); WHEREAS, as a condition to its entering into the Merger Agreement, the Company has required that Stockholder agree, and Stockholder has agreed, to enter into this Agreement; and WHEREAS, the Board of Directors of Parent has approved the Merger Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: Section 1. Agreement to Vote Shares. At every meeting of the ------------------------ stockholders of Parent called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the stockholders of Parent with respect to any of the following, Stockholder shall vote the Proxy Shares: (i) in favor of approval of the Share Issuance Proposal and any matter that could reasonably be expected to facilitate the Merger and (ii) against approval or adoption of any proposal made in opposition to consummation of the Merger or which would prevent the consummation of the Merger (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). Subject to the provisions of Section 5 below, Stockholder agrees to use his reasonable best efforts to cause the stockholders of Parent to approve the Share Issuance Proposal and Stockholder shall not, directly or indirectly, solicit or encourage any Acquisition Proposal concerning Parent from any other party or any Alternative Transaction involving Parent. Stockholder agrees not to grant any proxies or enter into any voting agreement or arrangement inconsistent with this Agreement or the Proxy (as defined herein). Section 2. Irrevocable Proxy. Concurrently with the execution of this ----------------- Agreement, Stockholder agrees to deliver to the Company a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the --------- fullest extent provided by law, with the total number of shares of capital stock of Parent beneficially owned by the Stockholder set forth therein. Section 3. Representations and Warranties of Stockholder. Stockholder --------------------------------------------- hereby represents and warrants to the Company that: a. This Agreement has been duly executed and delivered by Stockholder and is the legal, valid and binding obligation of Stockholder. b. No consent of any court, governmental authority, beneficiary, co- trustee or other person is necessary for the execution, delivery and performance of this Agreement by Stockholder. c. The Proxy Shares of Stockholder have been duly authorized and validly issued, and are fully paid and nonassessable. The Proxy Shares are owned by Stockholder free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind, other than this Agreement. Section 4. Covenants of the Holder. Stockholder hereby agrees and ----------------------- covenants that: a. Prior to the Termination Date and subject to the provisions of Section 5 below, he will not, and will not permit any entity under his control, to: (i) solicit proxies or become a "participant" in a "solicitation" (as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would prevent the timely consummation of the Merger in accordance with the terms of the Merger Agreement; (ii) initiate a stockholders' vote or action by written consent of Parent's stockholders with respect to an Opposing Proposal; or (iii) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Parent with respect to an Opposing Proposal. b. Stockholder agrees not to transfer, sell, exchange, pledge or otherwise dispose of or encumber any of the Proxy Shares or make any offer or agreement relating thereto at any time prior to earlier of the termination of this Agreement pursuant to the terms hereof or the approval of the Share Issuance Proposal by the Parent stockholders, unless the proposed transferee or assignee of the Proxy Shares has executed and delivered to the Company a Voting Agreement and Irrevocable Proxy substantially identical to this Agreement and the attached Proxy. c. Stockholder agrees that any shares of capital stock of Parent (including the Parent Common Stock) that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement -2- and prior to the termination of this Agreement pursuant to the terms hereof shall be considered "Proxy Shares" and subject to each of the terms and conditions of this Agreement. Section 5. Limitation on Voting Power. It is expressly understood and -------------------------- acknowledged by the parties hereto that nothing contained herein is intended to restrict the Stockholder from voting on any matter, or otherwise from acting, in the Stockholder's capacity as a director of Parent with respect to any matter. Section 6. Adjustment Upon Changes in Capitalization. In the event of ----------------------------------------- any change in the Parent Common Stock by reason of stock dividends, split-ups, recapitalizations, combinations, exchanges of shares or the like, the number of Proxy Shares shall be adjusted appropriately. Section 7. Assignment. This Agreement shall not be assignable by any ---------- party hereto without the prior written consent of the other parties. Section 8. Notices. All notices and other communications hereunder shall ------- be in writing and shall be deemed to have been duly given (and shall be deemed to have been duly received if so given) if personally delivered or sent by facsimile, or registered or certified mail, postage prepaid, addressed to the respective parties as follows: If to the Company: Boomtown, Inc. P.O. Box 399 Verdi, Nevada 89439-0399 Attention: Timothy J. Parrott Telecopier No. with a copy to: Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304-1050 Attention: John V. Roos, Esq. Telecopier No. (415) 496-4006 If to Stockholder: R.D. Hubbard Hollywood Park, Inc. 1050 South Prairie Avenue Inglewood, California 90301 Telecopier No. with a copy to: -3- Irell & Manella LLP 1800 Avenue of the Stars, Suite 900 Los Angeles, California 90067 Attention: Alvin G. Segel, Esq. Telecopier No. (310) 203-7199 or to such other address as any party may have furnished to the other parties in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt. Section 9. Specific Performance. The parties hereto agree that -------------------- irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state thereof having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. Section 10. Amendment. This Agreement may not be amended, except by an --------- instrument in writing signed on behalf of each of the parties hereto. Section 11. Governing Law. This Agreement and all disputes hereunder ------------- shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of law. Section 12. Counterparts. This Agreement may be executed in counterparts, ------------ each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Section 13. Termination. This Agreement shall terminate on the earlier of ----------- (the "Termination Date") (i) the Effective Date (as such term is defined in the Merger Agreement), (ii) at any time upon written notice by the Company to Stockholder terminating this Agreement, (iii) upon the action by Parent's Board of Directors to withdraw or modify or change, in a manner adverse to the Company, 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. -4- IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. BOOMTOWN, INC. By: ----------------------------------- Name: Title: "STOCKHOLDER" /s/ R.D. Hubbard --------------------------------------- R.D. Hubbard -5- SCHEDULE 1 Number of Stockholder Shares - ----------- --------- R.D. Hubbard 2,119,840 -6- EX-2 3 IRREVOCABLE PROXY EXHIBIT 2 IRREVOCABLE PROXY The undersigned stockholder of Hollywood Park, Inc., a Delaware corporation (the "Parent"), hereby irrevocably appoints Boomtown, Inc., a Delaware corporation (the "Company"), the attorney-in-fact and proxy of the undersigned, with full power of substitution, with respect to shares of Common Stock, $.10 par value per share, of Parent owned of record or beneficially by the undersigned (the "Shares") with respect to the matters specified below. Upon the execution hereof, all prior proxies given by the undersigned or its nominee with respect to the Shares are hereby revoked and no subsequent proxies will be given. This Proxy is irrevocable (to the extent permitted under Delaware law), and coupled with an interest and is granted in consideration of Parent and the Company entering into the Agreement and Plan of Merger dated as of April 23, 1996 among Parent, HP Acquisition, Inc. and the Company (the "Merger Agreement"). The attorney and proxy named above will be empowered at any time prior to the earliest of (i) the effectiveness of the Merger as defined in the Merger Agreement, (ii) notice from the Company that the Company elects to terminate this Proxy or (iii) the termination of the Voting Agreement dated as of April 23, 1996 between the Company and the undersigned in accordance with its terms, to exercise all voting and other rights to the extent specified in the succeeding paragraph. Upon the occurrence of the earliest of the foregoing events described in clauses (i), (ii), or (iii) above, this Proxy shall expire and be of no further force or effect. The attorney and proxy named above may only exercise this proxy to vote the Shares subject hereto at any annual, special or other meeting of the holders of capital stock of Parent and any adjournments thereof (including, without limitation, the power to execute and deliver written consents with respect to the Shares) in favor of approval of (x) the issuance of Parent Common Stock pursuant to (a) the Merger, (b) the Company stock options to be assumed by Parent in the Merger and (c) any warrants of the Company or other rights to acquire Company Common Stock which may become exercisable for shares of Parent Common Stock and (y) any matter that could reasonably be expected to facilitate the Merger, and against any proposal made in opposition to or which would prevent the consummation of the Merger, and may not exercise this Proxy on any other matters. The undersigned stockholder may vote the Shares on all other matters. The undersigned will, upon request, execute and deliver any additional documents deemed by the above-named attorney-in-fact and proxy to be necessary or desirable to effect the irrevocable proxy created hereby. Any obligation of the undersigned shall be binding upon the successors and assigns of the undersigned. /s/ R.D. Hubbard ---------------------------------------------- R.D. Hubbard Shares of Parent Common Stock Owned: 2,119,840 -----END PRIVACY-ENHANCED MESSAGE-----