8-K 1 d86782e8-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) April 25, 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 April 25, 2001, the registrant entered into an Agreement and Plan of Merger with Gameco, Inc. and BH Acquisition, Inc. The registrant's stockholders will be asked to vote on a proposal to merge the registrant with BH 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., BH Acquisition, Inc. and their affiliates) will receive $12 cash per share in consideration for their shares of the registrant. Closing of the merger agreement, certain termination provisions and break 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 has been cleared by the Securities and Exchange Commission. 2 3 Item 7. Financial Statements and Exhibits. (a) Financial Statements None (b) Exhibits. The following exhibit is filed herewith: Number Description 01-8K.6 Agreement and Plan of Merger dated April 25, 2001 between and among Black Hawk Gaming & Development Company, Inc., Gameco, Inc. and BH Acquisition, Inc. 3 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: May 4, 2001 4 5 EXHIBIT INDEX

~~Number~~EXHIBIT ~~Description~~NUMBER DESCRIPTION ------ ----------- 01-8K.56 ~~Press~~Agreement ~~release~~and Plan of Merger dated April 2725, 2001 between and among Black Hawk Gaming & Development Company, Inc., Gameco, Inc. and BH Acquisition, Inc.

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