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UNITED STATES OMB Number: 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 2002
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. *)(1)
HOLLYWOOD CASINO CORPORATION
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(Name of Issuer)
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE
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(Title Class of Securities)
436132203
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(CUSIP Number)
Kevin DeSanctis, President and Chief Operating Officer
Penn National Gaming, Inc.
825 Berkshire Boulevard, Suite 200
Wyomissing, Pennsylvania 19610
(610) 373-2400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 2002
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
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(1) 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).
CUSIP NO. 436132203 13D PAGE 2 OF 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION OF ABOVE PERSON
PENN NATIONAL GAMING, INC. 22-2234473
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
see responses to Items 3 and 4
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
PENNSYLVANIA
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY OWNED 100 (see response to Item 5)
BY EACH REPORTING --------------------------------------------------
PERSON WITH 8 SHARED VOTING POWER
13,040,156 shares of Common Stock
(see response to Item 5)
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9 SOLE DISPOSITIVE POWER
100 shares of Common Stock
(see response to Item 5)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,040,256 shares of Common Stock (see responses to Items 4 and 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 51.2% as of June 30, 2002 (see response to Item 5)
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14 TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTION BEFORE FILLING OUT
CUSIP NO. 436132203 13D PAGE 3 OF 8
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ITEM 1. SECURITY AND ISSUER
This Statement relates to Class A Common Stock, par value $0.0001 per share
(the "Common Stock"), of Hollywood Casino Corporation, a Delaware corporation
("Hollywood"). The address of the principal executive offices of Hollywood is
Two Galleria Tower, 13455 Noel Road, Suite 2200, Dallas, Texas 75240.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of Penn National Gaming, Inc., a
Pennsylvania corporation ("Penn National"). The business address of Penn
National is 825 Berkshire Blvd., Suite 200, Wyomissing Professional Center,
Wyomissing, PA 19610. Set forth on Annex I to this Statement is the name,
present principal occupation or employment and the business address of each of
the persons enumerated in Instruction C of Schedule 13D (the "Additional
Persons"). Each of the Additional Persons is a citizen of the United States.
Penn National expressly disclaims the existence of any "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), between Penn National and any other person, with respect
to the Common Stock. The filing of this Statement and any disclosure contained
in this Statement shall not be construed as an admission that Penn National is,
for the purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of any securities covered by this Statement (other than with respect to
the 100 shares of Common Stock of Hollywood directly owned by Penn National).
Penn National is a leading diversified, multi-jurisdictional owner and
operator of gaming properties, as well as horse racetracks and associated
off-track wagering facilities, which are also known as pari-mutuel operations.
Penn National owns or operates six gaming properties located in West Virginia,
Colorado, Mississippi, Louisiana and Ontario, Canada that are focused primarily
on serving customers within driving distance of the properties. Penn National
also owns two racetracks and eleven off-track wagering facilities in
Pennsylvania.
During the past five years, neither Penn National nor any of the Additional
Persons has been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
During the past five years, neither Penn National nor any of the Additional
Persons has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of,
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See response to Item 4.
ITEM 4. PURPOSE OF TRANSACTION
On August 7, 2002, Penn National, P Acquisition Corp., a Delaware
corporation and wholly-owned subsidiary of Penn National ("Merger Sub"), and
Hollywood entered into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which, and subject to the terms and conditions thereof, Hollywood
will become a wholly-owned subsidiary of Penn National through the merger of
Merger Sub with and into Hollywood (the "Merger"). Upon the consummation of the
Merger, the composition of the board of directors of Hollywood will change,
Hollywood will be delisted from the American Stock
CUSIP NO. 436132203 13D PAGE 4 OF 8
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Exchange and Hollywood will cease to be a reporting company for the purposes of
the Securities Exchange Act of 1934.
In connection with the Merger Agreement, Penn National, Hollywood and
certain stockholders of Hollywood executed and delivered Stockholder Agreements,
pursuant to which such stockholders have, among other things, covenanted to vote
in favor of the adoption of and otherwise to support the Merger Agreement. A
copy of the Merger Agreement is attached hereto as Exhibit 1.1. A copy of the
press release dated August 7, 2002 announcing the transactions contemplated by
the Merger Agreement is attached hereto as Exhibit 1.15. Copies of the
Stockholder Agreements are attached hereto as Exhibits 1.2 through 1.13. A copy
of the commitment letter dated August 5, 2002 relating to the transactions
contemplated by the Merger Agreement is attached hereto as Exhibit 1.14. Such
Exhibits are incorporated by reference into this Statement, including Items 3
through 6 herein, and the descriptions contained above, as well as in the
responses to Items 5 and 6 are qualified in their entirety by reference to such
Exhibits.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As a result of the execution of the Stockholder Agreements, Penn
National may be deemed to be the beneficial owner of 13,040,156 shares of Common
Stock, which constitute approximately 51.2% of the issued and outstanding shares
Common Stock of Hollywood based on a total of 25,477,625 issued and outstanding
shares of Common Stock of Hollywood as of June 30, 2002 as disclosed by
Hollywood in the Merger Agreement. Penn National also is the direct owner of 100
shares of Common Stock of Hollywood. None of the Additional Persons have any
beneficial ownership of any Common Stock of Hollywood.
(b) As described in the Stockholder Agreements, upon the occurrence of
certain events, Penn National will have voting power over 13,040,156 shares of
the Common Stock with respect to certain actions related to the Merger. Penn
National also has sole voting and dispositive power over 100 shares of Common
Stock of Hollywood that Penn National owns directly.
(c) Other than the transactions that are the subject of this Statement,
neither Penn National nor any of the Additional Persons has effected any
transactions in the Common Stock of Hollywood during the past 60 days.
(d) The following persons have the right to receive or the power to direct
the receipt of dividends from, or the proceeds of the sale of, the shares of
Common Stock of Hollywood that are the subject of this Statement but that are
not directly owned by Penn National:
Edward T. Pratt, Jr. 1,102,544
Edward T. Pratt, III 1,083,713
Sharon Pratt Naftel 479,604
Diana Pratt Wyatt 479,604
Carolyn Pratt Hickey 479,604
Jack E. Pratt, Sr. 4,110,477
C.A. Pratt Partners, Ltd. 1,642,001
MEP Family Partnership 14,000
CLP Family Partnership 7,000
Jack E. Pratt, Sr. as Custodian for Michael Eldon Pratt 487,568
Jack E. Pratt, Sr. as Custodian for Caroline de la Fontaine Pratt 487,568
Jill Pratt LaFerney 408,767
John R. Pratt 521,616
CUSIP NO. 436132203 13D PAGE 5 OF 8
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Jack E. Pratt, Sr. as trustee under certain trusts for 31,500
the benefit of the family of Jack E. Pratt
Maria A. Pratt 814,970
William D. Pratt 13,200
WDP Family, Ltd. 400,582
WDP Jr. Family Trust 200,294
Michael Shannan Pratt 275,544
Note: In responding to this Item 5, Penn National has relied solely upon the
information and covenants contained in the Stockholder Agreements and the
Exhibits and Schedules that accompany the Stockholder Agreements (see Exhibits
1.2 to 1.13 of this Statement).
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Penn National and certain stockholders of Hollywood have entered into
Stockholder Agreements with respect to certain shares of Common Stock of
Hollywood, pursuant to which such stockholders have, among other things,
covenanted: (i) to vote in favor of the Merger and against certain actions that
would impede or delay the Merger; (ii) subject to approval from any applicable
gaming authorities, in the event that such stockholder does not vote in favor of
the Merger and against certain actions that would impede or delay the Merger, to
irrevocably appoint Penn National or its designees as such stockholder's proxy
to vote in favor of the Merger and against certain actions that would impede or
delay the Merger; and (iii) not to transfer or dispose of any securities held by
such stockholder without Penn National's consent.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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1.1 - Agreement and Plan of Merger, dated as of August 7, 2002, by and among
Hollywood, Penn National and Merger Sub.
1.2 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and Edward T. Pratt, Jr.
1.3 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
the Hollywood and Lisa Pratt and Edward T. Pratt III
1.4 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood, Aileen Pratt and Jack E. Pratt, Sr.
1.5 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and William D. Pratt
1.6 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and Maria A. Pratt
1.7 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and Sharon Pratt Naftel
1.8 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and Diana Pratt Wyatt
1.9 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and Carolyn Pratt Hickey
CUSIP NO. 436132203 13D PAGE 6 OF 8
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EXHIBIT NUMBER DESCRIPTION
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1.10 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and Michael Shannan Pratt
1.11 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and Jill Pratt LaFerney
1.12 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and John R. Pratt
1.13 - Stockholder Agreement, dated as of August 7, 2002, by and among Penn National,
Hollywood and William D. Pratt, Jr.
1.14 - Commitment Letter, dated as of August 5, 2002, by and among Penn National,
Bear, Stearns & Co. Inc., Bear Stearns Corporate Lending Inc. and Merrill
Lynch Capital Corporation
1.15 - Press Release, dated as of August 7, 2002
CUSIP NO. 436132203 13D PAGE 7 OF 8
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ANNEX I
Additional Persons, as enumerated in Instruction C of Schedule 13D
NAME POSITION BUSINESS ADDRESS
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Peter M. Carlino Chairman of the Board and Chief 825 Berkshire Boulevard, Suite 200
Executive Officer Wyomissing, PA 19610
Kevin DeSanctis President and Chief Operating Officer 825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610
William Clifford Chief Financial Officer 825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610
Robert S. Ippolito Vice President, Secretary and 825 Berkshire Boulevard, Suite 200
Treasurer Wyomissing, PA 19610
John R. Rauen Vice President/Operations 825 Berkshire Boulevard, Suite 200
Wyomissing, PA 19610
Harold Cramer Member of the Board of Directors and Schnader Harrison Segal & Lewis LLP
Retired Partner, Schnader Harrison 1735 Market Street, Suite 3800
Segal & Lewis LLP Philadelphia, PA 19103
David A. Handler Member of the Board of Directors and Bear Stearns & Co., Inc.
Senior Managing Director, Bear 245 Park Avenue
Stearns & Co., Inc. New York, NY 10167
John M. Jacquemin Member of the Board of Directors and Mooring Financial Corp.
President, Mooring Financial 8614 Westwood Center Drive
Corporation Suite 650
Vienna, VA 22182
Robert P. Levy Member of the Board of Directors and 2 Logan Square
Chairman of the Board of Directors Suite 2450
of DRT Industries, Inc. Philadelphia, PA 19103
CUSIP NO. 436132203 13D PAGE 8 OF 8
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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.
Date: August 16, 2002 PENN NATIONAL GAMING, INC.
By: /S/ KEVIN DESANCTIS
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Name: Kevin DeSanctis
Title: President and Chief
Operating Officer