8-K 1 d85438e8-k.txt FORM 8-K DATED 3/26/01 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 26, 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 26, 2001, the registrant announced that Jeffrey P. Jacobs will not withdraw his offer on March 26, 2001; however, he retains the right to withdraw it at any time. On February 27, 2001, the Company announced that Jeffrey P. Jacobs, the Company's CEO and Chairman of the Board, proposed a transaction to purchase all of the shares of the Company's common stock that he or his affiliates do not currently own, for $11.00 per share in cash. On that same day, the Company appointed a Special Committee to employ independent legal counsel and a financial advisor to assist it in analyzing the offer and negotiating with Mr. Jacobs. See the press release dated March 26, 2001 attached hereto as an exhibit for more details. 1 3 Item 7. Financial Statements and Exhibits. ------ --------------------------------- (a) Financial Statements. None -------------------- (b) Exhibits. The following exhibit is filed herewith: -------- Number Description ------ ----------- 01-8K.3 Press release dated March 26, 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 26, 2001 3 5 EXHIBIT INDEX Number Description ------ ----------- 01-8K.3 Press release dated March 26, 2001