UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ X ] Soliciting Material Pursuant to Rule 14a-12
BOCA RESORTS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
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2. Aggregate number of securities to which transaction applies:
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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4. Proposed maximum aggregate value of transaction:
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5. Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
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2. Form Schedule or Registration Statement No.:
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3. Filing Party:
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4. Date Filed:
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THIS FILING CONSISTS OF A LETTER MAILED BY THE COMPANY TO ITS STOCKHOLDERS
NOTIFYING STOCKHOLDERS OF THE POSTPONEMENT OF THE COMPANY'S ANNUAL MEETING AND
ATTACHING THE PRESS RELEASE ANNOUNCING THE PROPOSED MERGER.
BOCA RESORTS, INC.
501 East Camino Real
Boca Raton, Florida 33432
October 25, 2004
Dear Stockholder:
Boca Resorts, Inc. has entered into an Agreement and Plan of Merger,
dated as of October 20, 2004, whereby Boca Resorts, Inc. will be merged with an
affiliate of The Blackstone Group and all the stockholders of Boca Resorts, Inc.
will receive $24 cash for each share of Boca Resorts, Inc. common stock that
they own.
As the attached Press Release announcing the proposed merger reflects,
the merger is conditioned on, among other things, the approval of the merger
agreement by Boca Resorts, Inc.'s stockholders at a special meeting that is
expected to be held in late 2004 or early 2005.
As you may know, Boca Resorts, Inc. has already distributed a Notice of
Annual Meeting and Proxy Statement for its 2004 Annual Meeting of Stockholders
scheduled to be held on November 4, 2004. The only matters on the agenda for
this Annual Meeting are the election of directors and the ratification of the
appointment of Boca Resorts, Inc.'s independent public accountants. In light of
the Agreement and Plan of Merger with the affiliate of Blackstone, we have
decided to postpone the Annual Meeting pending the outcome of the vote on the
proposed merger to be held at Special Meeting. If the merger is consummated, the
Annual Meeting will not be necessary and will therefore not be held. You will
receive a Notice of Special Meeting later this year or in early 2005 once the
meeting date has been set.
Thank you for your support as a stockholder and we look forward to
seeing you at the Special Meeting.
Sincerely,
/s/ H. Wayne Huizenga
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H. Wayne Huizenga
Chairman of the Board & Chief Executive
Officer
For Immediate Release Contact: For Boca Resorts, Inc.
Ron Castell: 954-627-5016 or
954-648-4880
Mary Jo Finocchiaro: 561-447-5302
For The Blackstone Group
John Ford
VP Corporate Communications
212-583-5559
THE BLACKSTONE GROUP TO ACQUIRE BOCA RESORTS, INC.
BOCA RATON, Fla., Oct. 20 /PRNewswire-FirstCall/ -- Boca Resorts, Inc.
(NYSE: RST), an owner and operator of luxury resorts in Florida, announced today
that it had signed a definitive merger agreement to be acquired by an affiliate
of The Blackstone Group for $24.00 per share. The price represents a premium of
28% over yesterday's closing price of $18.76. The total value of the
transaction, including debt, is approximately $1.25 billion.
The Board of Directors of Boca Resorts, Inc. has approved the merger
agreement and recommended that its shareholders approve the Agreement.
Shareholders will be asked to vote on the proposed transaction at a Special
Meeting that will be held on a date to be announced. The Company's Chairman and
Chief Executive Officer, H. Wayne Huizenga, who holds approximately 98% of the
Company's vote, has agreed to vote his shares in favor of the transaction,
consistent with the recommendation of the Board of Directors. The transaction is
subject to shareholder approval and other customary conditions and is expected
to be completed in late 2004 or early 2005. The Annual Meeting of the Company's
shareholders, scheduled for November 4, 2004, has been postponed pending the
outcome of the shareholder vote to be held at the Special Meeting.
In commenting on the transaction, Mr. Huizenga noted, "During the past
8 years we have been fortunate to successfully operate a group of the most
distinctive hotel and resort properties in the United States. Our experienced
senior management and seasoned staff have been responsible for growing our
business while enhancing the reputation of Boca Resorts, Inc. as the owner of
one of the most guest-oriented collection of properties in the lodging and
hospitality industry." Mr. Huizenga added, "South Florida is one of the most
important markets in this industry and to thousands of vacationers, business
travelers and meeting planners, our properties personify the South Florida
Experience."
Jonathan D. Gray, Senior Managing Director at The Blackstone Group
said, "We are excited to be part of this world-class collection of resorts which
brings with it tremendous employees and loyal club members. We look forward to
continuing the Company's tradition of re-investing in its properties, as we did
during our previous ownership of the Savoy Hotel Group in London."
Stephen A. Schwarzman, President and CEO of Blackstone, added: "Our
long history and expertise in managing prestige hotels around the world will be
invaluable in working with management to enhance the value for everyone involved
in this quality group of hotels and resorts."
Deutsche Bank Securities, Inc. and Allen & Company LLC acted as
financial advisors to Boca Resorts, Inc. in the transaction and Bear Stearns,
Citigroup and Merrill Lynch advised The Blackstone Group. Acquisition financing
is being provided by Bank of America, Bear Stearns and Merrill Lynch.
About Boca Resorts, Inc.
Boca Resorts, Inc. is the owner and operator of five distinctive
destination resorts located in Florida with hotels, conference facilities, golf
courses, spas, marinas and private clubs. The Company's resorts include the Boca
Raton Resort & Club (Boca Raton), the Registry Resort at Pelican Bay (Naples),
the Edgewater Beach Hotel (Naples), the Hyatt Regency Pier 66 Hotel and Marina
(Fort Lauderdale) and the Radisson Bahia Mar Resort and Yachting Center (Fort
Lauderdale). The Company also owns and operates two golf clubs located in
Florida (Grande Oaks Golf Club in Fort Lauderdale and Naples Grande Golf Club in
Naples) that serve as additional amenities to its resorts, as well as components
of its exclusive social club, known as the Premier Club. In addition, the
Company owns and operates two golf courses in Boca Raton that are part of the
Boca Raton Resort & Club. Boca Resorts, Inc. can be accessed on the Internet at
http://www.bocaresortsinc.com.
About The Blackstone Group
The Blackstone Group, a private investment firm with offices in New
York, Boston, Atlanta, London and Hamburg, was founded in 1985. Blackstone's
Real Estate Group has raised five funds, representing over $6 billion in total
equity, and has a long track record of investing in hotels and other commercial
properties. In addition to Real Estate, The Blackstone Group's core businesses
include Private Equity, Corporate Debt Investing, Marketable Alternative Asset
Management, Mergers and Acquisitions Advisory and Restructuring and
Reorganization Advisory. The Blackstone Group can be accessed on the Internet at
http://www.Blackstone.com.
Cautionary Statement Concerning Forward-Looking Information
Certain statements and information included in this release constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of the Company to be materially
different from any future results, performance or achievements expressed or
implied in such forward-looking statements. Additional discussion of factors
that could cause actual results to differ materially from management's
projections, forecasts, estimates and expectations is contained in the Company's
SEC filings.
About the Merger
In connection with the proposed merger, the Company will file a proxy
statement with the Securities and Exchange Commission. INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders
may obtain a free copy of the proxy statement (when available) and other
documents filed by the Company at the Securities and Exchange Commission's web
site at www.sec.gov. The proxy statement and such other documents may also be
obtained for free from the Company by directing such request to the Company,
Attention: Mary Jo Finocchiaro, Vice President and Controller, Boca Resorts,
Inc. 501 East Camino Real, Boca Raton, FL 33432 Telephone: 561-447-5302.
The Company and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its shareholders in connection with the proposed
merger. Information concerning the interests of Company's participants in the
solicitation is set forth in the Company's proxy statements and Annual Reports
on Form 10-K, previously filed with the Securities and Exchange Commission, and
in the proxy statement relating to the merger when it becomes available.