-----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, Asy4F2XLiP+546sGYe5CtiulNZWGhcx8vz8jUxkWzTMBpwH6m9KP/J/8saeU7Uvp wRtFpNUffCkURPF4pE9FwA== 0000906477-98-000002.txt : 19980106 0000906477-98-000002.hdr.sgml : 19980106 ACCESSION NUMBER: 0000906477-98-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980105 SROS: NYSE SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-08806 FILM NUMBER: 98500538 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOUSSELS J K CENTRAL INDEX KEY: 0000913100 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2800 FREMON STREET CITY: LAS VEGAS STATE: NV ZIP: 89104 BUSINESS PHONE: 702-385-9141 MAIL ADDRESS: STREET 1: 2800 FREMONT STREET CITY: LAS VEGAS STATE: NV ZIP: 89104 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)* SHOWBOAT, INC. (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 825390107 (CUSIP Number) Mark A. Clayton, Esq., Showboat, Inc., 2800 Fremont Street, Las, Vegas, Nevada 89104, (702) 385-9141 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 18, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- l(b)(3) or (4), check the following box [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). [CAPTION] SCHEDULE 13D CUSIP NO. 825390107 PAGE 2 OF 6 PAGES 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JOHN KELL HOUSSELS ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] Not applicable (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) Not applicable [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER 1,181,087 (See Item 5) NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,181,087 (See Item 5) PERSON WITH 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,181,087 (See Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.3 14 TYPE OF REPORTING PERSON* IN
*SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 7 amends and restates the Schedule 13D, as most recently amended by Amendment No. 6 thereto dated December 22 and 24, 1992 (the "Schedule 13D"), of John Kell Houssels with respect to the Common Stock, $1.00 par value, of Showboat, Inc., a Nevada corporation. ITEM 1. SECURITY AND ISSUER. Common Stock, $1.00 par value (the "Common Stock") of Showboat, Inc., a Nevada corporation (the "Issuer"); 2800 Fremont Street, Las Vegas, Nevada 89104. ITEM 2. IDENTITY AND BACKGROUND. (a) John Kell Houssels (the "Reporting Person") (b) 2800 Fremont Street Las Vegas, Nevada 89104 (c) Chairman of the Board Showboat, Inc. 2800 Fremont Street Las Vegas, Nevada 89104 (d) During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Not applicable. Page 3 Of 6 Pages ITEM 4. PURPOSE OF TRANSACTION. On December 18, 1997, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Harrah's Entertainment, Inc., a Delaware corporation ("Harrah's"), and HEI Acquisition Corp., a Nevada corporation ("MergerSub"), providing for the merger of MergerSub with and into the Issuer with the Issuer as the surviving corporation. Following the approval and adoption of the Merger Agreement by two-thirds of the stockholders of the Issuer, and upon the receipt of all necessary gaming and other approvals, and the satisfaction or waiver of all other conditions precedent, the MergerSub will merge with the Issuer and each outstanding share of Common Stock will be converted automatically into the right to receive $30.75 in cash per share. As a condition to Harrah's and MergerSub entering into the Merger Agreement, the Reporting Person entered into that certain Stockholder Support Agreement dated December 18, 1997 (the "Support Agreement"), whereby the Reporting Person agreed subject to certain conditions (a) to vote all of his shares of Common Stock in favor of the Merger Agreement, and in favor of any other matter necessary for the consummation of the transactions contemplated by the Merger Agreement; and (b) not to sell or otherwise dispose, directly or indirectly, of any of his shares of Common Stock, until the termination of the Support Agreement. The Support Agreement will terminate upon the earlier to occur of the closing date of the merger transaction or the termination of the Merger Agreement. A copy of the Merger Agreement and the Issuer's press release dated December 19, 1997 in connection therewith were previously filed as a part of the Issuer's Form 8-K (file no. 1-7123) dated December 8, 1997, Item 7, Exhibits 2.1 and 20.1 and are incorporated herein by this reference. Page 4 of 6 Pages ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) On the date hereof, the Reporting Person beneficially owns 1,181,087 shares of Common Stock (including 44,000 shares that he has the right to acquire upon the exercise of currently exercisable employee stock options), constituting an aggregate of approximately 7.3% of the sum of 16,228,569 shares of Common Stock outstanding at September 30, 1997 plus the 44,000 shares the Reporting Person has the right to acquire. Of the 1,181,087 shares, 11,450 shares are held in the Reporting Person's individual retirement account and 1,117,512 shares are held as trustee of the J.K. and Nancy Houssels 1992 Trust No. 1. The Reporting Person disclaims beneficial ownership of 7,000 shares of Common Stock owned by his wife 35,700 shares of Common Stock held by the J.K. Houssels, Jr. 1976 Trust Agreement (established by the Reporting Person for the benefit of two of Reporting Persons dependent children) and such shares are excluded from this report. (b) Except as provided in Item 4 above, the Reporting Person has the sole power to vote or to direct the vote and to dispose or to direct the disposition of all shares of Common Stock beneficially owned by him. (c) Except as provided in Item 4 above, the Reporting Person did not effect any transaction involving the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER. See Item 4 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION 2.1 Agreement and Plan of Merger dated as of December 18, 1997, among Showboat, Inc., Harrah's Entertainment, Inc. and HEI Acquisition Corp. is incorporated herein by reference to Form 8-K (file no. 1-7123) dated December 18, 1997, Item 7, Exhibit No. 2.1. 20.1 Press Release issued December 19, 1997, is incorporated herein by reference to Form 8-K (file no. 1-7123) dated December 18, 1997, Item 7, Exhibit No. 20.1.
Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated this 2nd day of January 1998. /s/ John Kell Houssels JOHN KELL HOUSSELS Page 6 of 6 Pages -----END PRIVACY-ENHANCED MESSAGE-----