-----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, AAVcMUTg58MZmidtFccfTOIPePGhvj7Ql4FZjvXlvJe2KAV0mJ3BvW54eidVysav nqcI7VLz+Hl+go2lNAOIAQ== 0000906477-97-000003.txt : 19970220 0000906477-97-000003.hdr.sgml : 19970220 ACCESSION NUMBER: 0000906477-97-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970112 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970203 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHOWBOAT INC CENTRAL INDEX KEY: 0000089966 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880090766 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07123 FILM NUMBER: 97516765 BUSINESS ADDRESS: STREET 1: 2800 FREMONT ST CITY: LAS VEGAS STATE: NV ZIP: 89104 BUSINESS PHONE: 7023859123 FORMER COMPANY: FORMER CONFORMED NAME: NEW HOTEL SHOWBOAT INC DATE OF NAME CHANGE: 19690122 8-K 1 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 January 12, 1997 earliest event reported) SHOWBOAT, INC. (Exact name of Registrant as specified in charter) Nevada (State or other jurisdiction of incorporation) 1-7123 88-0090766 (Commission File (IRS Employee Number) Identification No.) 2800 Fremont Street, Las Vegas, Nevada 89104 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (702) 385-9123 Not Applicable (Former name or former address, if changed since last report) THIS DOCUMENT CONSISTS OF 3 PAGES. 1 Item 5. Other Events On January 12, 1997, Showboat, Inc., a Nevada publicly traded corporation ("Showboat"), and Publishing & Broadcasting Limited, a public company listed on the Australian Stock Exchange ("PBL"), announced that they reached an agreement in principle with respect to the acquisition by PBL of a significant portion of Showboat's interests in the Sydney Harbour Casino located in Sydney, New South Wales, Australia. Through wholly-owned subsidiaries, Showboat is the largest single shareholder, holding 135 million ordinary shares or 24.6% of the issued and outstanding ordinary shares of Sydney Harbour Casino Holdings Limited ("SHC"), the parent company of the casino licensee. In addition, Showboat holds, through subsidiaries, an option to purchase approximately 37.4 million ordinary shares of SHC at an exercise price of A$1.15 (dollars Australian) per share. This option may be exercised between July 1, 1998 and June 30, 2000. Showboat also has an 85% interest in the management company which operates the Sydney Harbour Casino. The proposed transactions contemplates that PBL will acquire from Showboat approximately 55 million ordinary shares of SHC, which represents approximately 10% of the issued voting shares of SHC, at a price of A$1.85 per share, subject to certain adjustments. Additionally, the agreement in principle contemplates PBL granting to Showboat a put option to sell to PBL another 54 million ordinary shares at an exercise price of A$1.85 per share. The put option will expire March 31, 1999. The transaction further contemplates, under arrangements to be concluded, that PBL would succeed to the management contract for the casino for an additional purchase price of A$240 million. Showboat, through subsidiaries, has an 85% interest in the management contract for the Sydney casino. The transaction is subject to the execution of definitive agreements and the receipt of all governmental and regulatory consents and approvals. Additionally, certain third parties will need to consent to the transaction prior to the transaction's consummation. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. Not Applicable. (b) Pro Forma Financial Information. Not Applicable. (c) Exhibits. Not Applicable 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 hereunto duly authorized. SHOWBOAT, INC. (Registrant) Dated: January _____, 1997 By: /s/ H. Gregory Nasky H. Gregory Nasky Executive Vice President and Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----