-----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, EOa/otnZjU05YmI41z11a21KyudhIMZw41RSleYhnWIVcQPe8EsctK5kw9Jv/pNw zd8qTJiuY93XGAi/P5QzbA== 0000899243-02-000377.txt : 20020414 0000899243-02-000377.hdr.sgml : 20020414 ACCESSION NUMBER: 0000899243-02-000377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020222 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020222 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: 02556217 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) February 22, 2002 BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC. --------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 0-21736 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 Item 2. Acquisition or Disposition of Assets. - ------ ------------------------------------ On February 22, 2002 (the "Effective Date"), Black Hawk Gaming & Development Company, Inc. (the "Company") consummated a merger with BH Acquisition, Inc. (the "Merger") pursuant to an Agreement and Plan of Merger by and among the Company, BH Acquisition, Inc. and Gameco, Inc. dated April 25, 2001. The Merger was approved by the Company's stockholders at a meeting held on January 4, 2002. Upon completion of the Merger, the Company became a wholly owned subsidiary of Gameco, Inc. In the Merger, $12.00 in cash was paid by Gameco, Inc. for each share of the Company's common stock outstanding on the Effective Date (other than shares owned by Gameco, Inc. or its affiliates). 1 Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (a) Financial Statements of Business Acquired. ----------------------------------------- Not Applicable (b) Pro Forma Financial Information. ------------------------------- Not Applicable (c) Exhibits. -------- Exhibit Number Description of Exhibits ------ ----------------------- 01-8K.6 Agreement and Plan of Merger, dated as of April 25, 2001, by and among Black Hawk Gaming & Development Company, Inc., Gameco, Inc. and BH Acquisition, Inc. (incorporated by reference to Exhibit 01-8K.6 to the Company's Current Report on Form 8-K filed with the Commission on May 4, 2001). 2 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: February 22, 2002 3 -----END PRIVACY-ENHANCED MESSAGE-----