-----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, BzL02xL0IMHdX+dnK1WKRsHc3zVgEkQZm/E+yyk1zfnIe1VF95KrrP/y1dJlg9ch famJetaMnkrLx/NtZXHkbQ== 0000950134-01-002475.txt : 20010323 0000950134-01-002475.hdr.sgml : 20010323 ACCESSION NUMBER: 0000950134-01-002475 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010319 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010322 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: 8-K SEC ACT: SEC FILE NUMBER: 000-21736 FILM NUMBER: 1576305 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 d85326e8-k.txt FORM 8-K 1 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) March 19, 2001 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 2 Item 5. Other Events. On March 19, 2001, the registrant announced that the Special Committee of the Board of Directors had hired Robertson Stephens, Inc. as financial advisor to the Committee. The Committee was recently established to review and negotiate the offer made by Jeffrey P. Jacobs to buy all the shares of the Company not currently owned by Jacobs and his affiliates for $11.00 per share in cash. The Company also announced that a second, class action lawsuit had been filed against it as a result of Mr. Jacobs' offer. See the press release dated March 19, 2001 attached hereto as exhibits for more details. 1 3 Item 7. Financial Statements and Exhibits. (a) Financial Statements. None (b) Exhibits. The following exhibits are filed herewith: Number Description 01-8K.2 Press release dated March 19, 2001 2 4 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: March 22, 2001 3 5 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 01-8K.2 Press release dated March 19, 2001
EX-99.(018K.2) 2 d85326ex99-018k_2.txt PRESS RELEASE DATED MARCH 19, 2001 1 EXHIBIT 01-8K.2 FOR IMMEDIATE RELEASE: March 19, 2001 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 Co., Inc. 303-582-1117 BLACK HAWK GAMING AND DEVELOPMENT CO. ANNOUNCES SPECIAL COMMITTEE HAS HIRED ROBERTSON STEPHENS, INC. AS FINANCIAL ADVISOR Black Hawk, Colorado--Black Hawk Gaming & Development Company, Inc. (Nasdaq National Market: BHWK) announced today that the Special Committee of the Board of Directors has hired Robertson Stephens, Inc. as financial advisor to the Committee. The Special Committee recently was established to review and negotiate the offer made by Jeffrey P. Jacobs to buy all the shares of the Company not currently owned by Jacobs and his affiliates for $11.00 per share in cash. Robertson Stephens is an international investment bank that routinely advises boards of directors and special committees of boards in matters such as those the Company currently faces. The Committee interviewed seven firms before the decision was made to engage Robertson Stephens. Additionally, the Special Committee has hired the law firm of Davis Graham & Stubbs LLP as its legal advisor. Robertson Stephens and Davis Graham & Stubbs will assist the Special Committee in evaluating Mr. Jacobs' offer so that the Committee can make an informed recommendation to the full Board of Directors of the Company and in taking such other actions as are necessary to fulfill the Committee's fiduciary duties. The Company also announced that a second, class action lawsuit has been filed against it as a result of Mr. Jacobs' offer. This second lawsuit is similar to the first, which was filed on February 27, 2001, in that it alleges that the offer by Mr. Jacobs is inadequate and that the transaction is designed to benefit Mr. Jacobs at the expense of the other shareholders. The Company believes the lawsuits are without merit and will vigorously defend itself against them. The Board believes that it has met and will continue to meet its fiduciary duties. With the formation of the Special Committee, the Board of Directors has put in place a process that will protect the interests of all shareholders and help to maximize shareholder value. NOTE: News releases and other information about Black Hawk Gaming & Development are available at http://www.bhwk.com -----END PRIVACY-ENHANCED MESSAGE-----