8-K 1 a2051638z8-k.txt 8-K 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) June 11, 2001 ----------------------- COLONIAL HOLDINGS, INC. -------------------------------------------------------------- (Exact name of registrant as specified in its charter) Virginia 333-18295 54-1826807 -------------------------------- ------------------------ ------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 10515 Colonial Downs Parkway New Kent, VA 23124 23124 ------------------------------------------------- ------------ (Address of principal executive offices) Zip Code Registrant's telephone number, including area code: (804) 966-7223 No Change -------------------------------------------------------------------------------- Former name or former address if changed since date of last filing Item 5. Other Events On June 11, 2001, the registrant entered into an Agreement and Plan of Merger with Gameco, Inc. and Gameco Acquisition, Inc. The registrant's stockholders will be asked to vote on a proposal to merge the registrant with Gameco Acquisition, Inc., a subsidiary of Gameco. If approved, the registrant will become a wholly owned subsidiary of Gameco, Inc. and stockholders of the registrant (other than Gameco, Inc., Gameco Acquisition, Inc. and their affiliates) will receive $1.10 cash per share in consideration for their shares of the registrant. Closing of the merger agreement, certain termination provisions and break-up fees are all described in the merger agreement. Shareholders will be asked to vote on the merger agreement after a proxy statement has been filed with and been cleared by the Securities and Exchange Commission. If the merger is consummated, the registrant will become a wholly-owned subsidiary of Gameco, Inc. and will cease to be a public company. Gameco, Inc. is an entity controlled by Jeffrey P. Jacobs, Chairman of the Board and Chief Executive Officer of the registrant. 2 Item 7. Financial Statements and Exhibits. (a) Financial Statements None (b) Exhibits. The following exhibit is filed herewith:

3 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. COLONIAL HOLDINGS, INC. /s/ IAN M. STEWART ------------------------------------------ By: Ian M. Stewart President and Chief Financial Officer Date: June 12, 2001 4 EXHIBIT INDEX

COLONIAL DOWNS HOLDINGS INC 8-K