8-K 1 f8k_102004.txt CURRENT REPORT 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. ---------------------------------------------------------- (Exact name of registrant as specified in its charter)

~~Table~~Delaware 1-13173 65-0676005 ----------------------------------- ---------------------------- ------------------------------------------- (State or other jurisdiction of ~~Contents~~(Commission File Number) (I.R.S. Employer Identification Number) incorporation)

501 E. Camino Real, Boca Raton, Florida 33432 ------------------------------------------------------------------ (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. 2 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. 3 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 ----------------------------------------- Name: Richard L. Handley Title: Senior Vice President, Secretary and General Counsel Date: October 21, 2004 4 EXHIBIT INDEX ------------- Exhibit No. Description --- ----------- 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. 5

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) – September 26, 2003

BOCA RESORTS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		1-13173		65-0676005
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

501 East Camino Real, Boca Raton, Florida		33432
(Address of Principal Executive Offices)		(Zip Code)

(561) 447-5300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

TABLE OF CONTENTS

SIGNATURE Press Release

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

99.1 Press Release Announcing Operating Results for the Three and Twelve Months Ended June 30, 2003.

ITEM 9. REGULATION FD DISCLOSURE

On September 26, 2003, Boca Resorts, Inc. (the “Company”) issued a press release announcing its operating results for the three months ended June 30, 2003. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Current Report is intended to be furnished under Item 12, “Results of Operations and Financial Condition” and is being furnished under Item 9, “Regulation FD Disclosure” pursuant to interim guidance issued by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. As such, the information provided hereunder shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.
Date: September 29, 2003	By:	WAYNE MOOR Wayne Moor Senior Vice President, Treasurer and Chief Financial Officer
	By:	MARYJO FINOCCHIARO MaryJo Finocchiaro Vice President and Corporate Controller

Table of Contents

Table of Contents

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