-----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, V2IcRcUI7UN6j0QEuXpOOZRHWQs/yztBh2PksWKwXmpT66iuh++YCVVN8wRlW4y3 HKr8UExw07bweQfTEke1kA== 0000950134-97-003894.txt : 19970515 0000950134-97-003894.hdr.sgml : 19970515 ACCESSION NUMBER: 0000950134-97-003894 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HAWK GAMING & DEVELOPMENT CO INC CENTRAL INDEX KEY: 0000896495 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 841158484 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21736 FILM NUMBER: 97605072 BUSINESS ADDRESS: STREET 1: 2060 BROADWAY STREET 2: STE 400 CITY: BOULDER STATE: CO ZIP: 80302 BUSINESS PHONE: 3034440240 MAIL ADDRESS: STREET 1: 2060 BROADWAY STREET 2: SUITE 400 CITY: BOULDER STATE: CO ZIP: 80302 10-K/A 1 AMENDED 10-K FOR FISCAL YEAR END 12/31/96 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 1996 Commission File No. 33-57342 - ------------------------- ------------------ BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC. (Exact name of Registrant as specified in its charter) Colorado 84-1158484 - ------------------------------- ------------------------------------ (State of other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2060 Broadway, Suite 400, Boulder, Colorado 80302 ----------------------------------------------------------------- (Address of principal executive offices) (Zip code) (303) 444-0240 ---------------------------------------------------- (Registrant's telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: None. Securities Registered Pursuant to Section 12(g) of the Act: Common Stock $.001 Par Value Class A Warrants Class B Warrants ---------------------------- (Title of Classes) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (X) The aggregate market value of the voting stock held by non-affiliates of the Registrant on March 12, 1997, was approximately $7,948,400 based upon the reported closing sale price of such shares on the NASDAQ National Market System for that date. As of March 12, 1997, there were 2,672,043 shares outstanding. DOCUMENTS INCORPORATED BY REFERENCE: -NONE- 2 The Registrant's Annual Report on Form 10-K is hereby amended as follows: Reference Page 31 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. The last two sentences of the last paragraph of Item 7 are hereby deleted in their entirety so that the paragraph now reads as follows: Additionally, the joint venture agreement with GVI provides that certain performance standards be met by the Company as the general manager of the Casino. Among other things, it provides that if for two consecutive quarters the total revenues or net income of GHV are not at least 80% of budgeted amounts for the current year, the management agreement is subject to review by the venture's Policy Board. During the second, third and fourth quarters of 1996 the net income of GHV was less than 80% of budgeted amounts for the respective periods. If the Policy Board deems the failure to meet the standard is not the result of extenuating circumstances, and the parties disagree, the matter will be immediately submitted to arbitration. As discussed above, the Company believes that the activities of the BID have had a significant and substantial adverse effect on the operations of GHV during 1996. Accordingly, the Company does not presently anticipate that the management agreement will be subject to review by the Policy Board of GHV. Page F-9 Footnote 3. Gilpin Hotel Venture. The last sentence of fourth paragraph is deleted in its entirety and the second to last sentence of the fourth paragraph is revised to delete the reference to the expiration of the management contract. As amended, the fourth paragraph of footnote 3 reads as follows: Under the terms of the joint venture agreement, the land and improvements are leased by GHV from the Company and an affiliate of Gilpin Ventures, Inc. for a monthly rental fee of 7% of gross gaming revenues, as defined. The Company operates the casino facility pursuant to a management agreement. The Company is paid a monthly management fee by GHV for operating the Casino. The monthly fee consists of 11% of the defined annual net profits from gaming, plus 3% of the adjusted gross sales and 10% of the defined annual net profits of the food and beverage operations. During the year ended December 31, 1996, the Casino's results of operations were below the performance levels established by the management agreement. As of December 31, 1996, the Company does not believe that it will be removed as manager of the Casino. -2- 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Boulder, State of Colorado on May 14, 1997. BLACK HAWK GAMING & DEVELOPMENT COMPANY, INC. By: /s/ Jeffrey P. Jacobs --------------------------------------- Jeffrey P. Jacobs, Co-Chairman and Chief Executive Officer /s/ Stephen R. Roark --------------------------------------- Stephen R. Roark, President and Chief Financial and Accounting Officer -3- 4 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on May 14, 1997.
Signature Title - --------- ----- /s/ Robert D. Greenlee Director - ----------------------------------------------------- Robert D. Greenlee /s/ Jeffrey P. Jacobs Director - -------------------------------------------------------- Jeffrey P. Jacobs /s/ Stephen R. Roark Director - ------------------------------------------------------ Stephen R. Roark /s/ Frank B. Day Director - -------------------------------------------------------- Frank B. Day /s/ J. Patrick McDuff Director - ------------------------------------------------------- J. Patrick McDuff /s/ Robert H. Hughes Director - ------------------------------------------------------ Robert H. Hughes /s/ Martin S. Winick Director - -------------------------------------------------------- Martin S. Winick
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