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): October 20, 2004
Boca Resorts, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-13173 65-0676005
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification Number)
incorporation)
501 E. Camino Real, Boca Raton, Florida 33432
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (561) 447-5300
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Boca Resorts, Inc. (the "Company"), a Delaware corporation, announced that it
has entered into an Agreement and Plan of Merger, dated as of October 20, 2004
(the "Merger Agreement"), with Baton Holdings Inc., a Delaware corporation
("Parent"), and Baton Acquisition Inc., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will
merge with and into the Company (the "Merger"), with the Company continuing as
the surviving corporation. Parent and Merger Sub are affiliates of The
Blackstone Group. As a result of the Merger, the Company will become a wholly
owned subsidiary of Parent.
Pursuant to the Merger Agreement, at the effective time of the Merger, each
outstanding share of Class A common stock, par value $.01 per share, of the
Company and each outstanding share of Class B common stock, par value $.01 per
share, of the Company (collectively, the "Shares"), other than any Shares owned
by the Company, Merger Sub, Parent or any direct or indirect wholly owned
subsidiary of Parent or of the Company, or by any stockholders who are entitled
to and who properly exercise appraisal rights under Delaware law, shall be
canceled and shall be converted automatically into the right to receive $24.00
in cash, without interest.
The Merger is conditioned, among other things, on the adoption of the Merger
Agreement by the stockholders of the Company and the termination or expiration
of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.
Concurrent with the execution of the Merger Agreement, H. Wayne Huizenga, the
Chairman of the Board of Directors and the Chief Executive Officer of the
Company, and Huizenga Investments Limited Partnership ("HILP"), a Nevada limited
partnership controlled by Mr. Huizenga, entered into a Voting Agreement (the
"Voting Agreement") with Parent. Pursuant to the Voting Agreement, Mr. Huizenga
has agreed to vote his shares of Class B common stock, which represent
approximately 98% of the voting power of the Company, in favor of the Merger and
against any proposal or action that could reasonably be expected to interfere
with the Merger.
The Company may terminate the Merger Agreement under certain circumstances,
including prior to the adoption of the Merger Agreement by its stockholders if
its board of directors determines in good faith, in the exercise of its
fiduciary duties, that it has received an unsolicited bona fide "superior
proposal", as defined in the Merger Agreement, and otherwise complies with
certain terms of the Merger Agreement (including giving Parent the opportunity
to make an offer that is at least as favorable to the Company's stockholders as
such "superior proposal"). In connection with such termination the Company
must pay a fee of $38 million to Parent. The Voting Agreement will terminate
upon any termination of the Merger Agreement. In certain other circumstances
the Merger Agreement provides for Parent or the Company to pay to the other
party a fee of $38 million upon termination of the Merger Agreement.
The foregoing descriptions of the Merger Agreement and the Voting Agreement (the
"Agreements") do not purport to be complete and are qualified in their entirety
by reference to the Agreements, which are filed as exhibits hereto, and are
incorporated herein by reference.
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Section 8 - Other Events
Item 8.01 Other Events
On October 20, 2004, the Company issued a press release announcing the execution
of the Merger Agreement, which is filed as an exhibit hereto.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of October 20, 2004,
among Baton Holdings Inc., Baton Acquisition Inc. and Boca
Resorts, Inc.
99.1 Voting Agreement, dated as of October 20, 2004, among Baton
Holdings Inc., H. Wayne Huizenga and Huizenga Investments
Limited Partnership.
99.2 Press Release, dated October 20, 2004, of Boca Resorts, Inc.,
announcing the Agreement and Plan of Merger.
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SIGNATURE
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.
BOCA RESORTS, INC.
(Registrant)
By: /s/ Richard L. Handley
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Name: Richard L. Handley
Title: Senior Vice President, Secretary
and General Counsel
Date: October 21, 2004
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EXHIBIT INDEX
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Exhibit
No. Description
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2.1 Agreement and Plan of Merger, dated as of October 20, 2004, among
Baton Holdings Inc., Baton Acquisition Inc. and Boca Resorts, Inc.
99.1 Voting Agreement, dated as of October 20, 2004, among Baton
Holdings Inc., H. Wayne Huizenga and Huizenga Investments Limited
Partnership.
99.2 Press Release, dated October 20, 2004, of Boca Resorts, Inc.,
announcing the Agreement and Plan of Merger.
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