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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
under the Securities Exchange Act of 1934*
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Coast Casinos, Inc.
(Name of Issuer)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of securities)
NONE
(CUSIP Number)
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BRIAN A. LARSON, ESQ.
GENERAL COUNSEL
BOYD GAMING CORPORATION
2950 INDUSTRIAL ROAD
LAS VEGAS, NEVADA 89109
(702) 792-7200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communication)
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COPY TO:
MARK I. GREENE, ESQ.
CRAVATH, SWAINE & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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February 6, 2004
(Date of Event which Requires Filing of this Statement)
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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 Section 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 Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* 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).
(Continued on following pages)
2
CUSIP No. NONE
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1 NAME OF REPORTING PERSONS
BOYD GAMING CORPORATION
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
88-0242733
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX 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
NEVADA
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
819,193.52
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
819,193.52
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
819,193.52
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.1%
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14 TYPE OF REPORTING PERSON*
CO
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Schedule
13D relates is common stock, par value $0.01 per share (the "Issuer Common
Stock"), of Coast Casinos, Inc., a Nevada corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 4500 West
Tropicana Road, Las Vegas, Nevada 89103.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(f) The name of the persons filing this statement is Boyd Gaming
Corporation, a Nevada corporation ("Boyd Gaming"). Boyd Gaming is a
multi-jurisdictional gaming company that currently owns and operates thirteen
casino facilities. The address of the principal business and the principal
office of Boyd Gaming is 2950 Industrial Road, Las Vegas, Nevada 89109. Set
forth in Schedule A attached hereto, which is incorporated herein by
reference, is the name, residence or business address, present principal
occupation or employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted) and
citizenship of each of Boyd Gaming's directors and executive officers. During
the last five years, neither Boyd Gaming nor, to Boyd Gaming's knowledge, any
person named in Schedule A hereto has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). During the last five
years, neither Boyd Gaming nor, to Boyd Gaming's knowledge, any person named
in Schedule A hereto was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or 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
Boyd Gaming and certain stockholders of the Issuer (the
"Stockholders") entered into a Stockholders Agreement dated as of February 6,
2004 (the "Stockholders Agreement", attached as Exhibit 1 hereto and the terms
of which are hereby incorporated by reference), in order to induce Boyd Gaming
to enter into the Merger Agreement (as defined below). Pursuant to the
Stockholders Agreement, the Stockholders agreed to vote their shares of Issuer
Common Stock, totaling 819,193.52 shares (the "Subject Shares"), representing
approximately 56.1% of the issued and outstanding shares of Issuer Common
Stock based on the Issuer's representation in the Merger Agreement that there
were 1,461,177.94 shares of Issuer Common Stock issued and outstanding at the
close of business on February 5, 2004, in favor of the Merger (as defined
below).
On February 6, 2004, Boyd Gaming, BGC, Inc., a Nevada corporation
and a wholly owned subsidiary of Boyd Gaming ("Sub"), and the Issuer entered
into an Agreement and Plan of Merger (the "Merger Agreement", attached hereto
as Exhibit 2 and the terms of which are hereby incorporated by reference)
providing for the merger of the Issuer with and into Sub (the "Merger"), with
Sub surviving the Merger (the "Surviving Corporation") upon the terms and
subject to the conditions set forth in the Merger Agreement. Pursuant to the
Merger Agreement, as of the Effective Date (as defined in the Merger
Agreement) each issued and outstanding share of Issuer Common Stock held by
Michael J. Gaughan (the Chairman of the Board and the Chief Executive
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Officer of the Issuer) and each issued and outstanding share of Issuer Common
Stock held by Franklin Toti (a director and Vice President of Casino
Operations of the Issuer) will be converted into the right to receive 32.8025
shares of common stock of Boyd Gaming. In addition, each issued and
outstanding share of Issuer Common Stock held by Jerry Herbst (a director and
Treasurer of the Issuer) will be converted into the right to receive $550 in
cash. None of Mr. Gaughan, Mr. Toti or Mr. Herbst will have dissenters' rights
under Nevada law.
Each remaining stockholder of the Issuer (other than Boyd Gaming,
Sub and the Issuer) will have the right to elect to receive either (i) 32.8025
shares of common stock of Boyd Gaming or (ii) $550 in cash in exchange for
each issued and outstanding share of Issuer Common Stock held by such
stockholder. The aggregate number of shares of stock consideration and the
aggregate amount of cash consideration available to these stockholders will be
capped at 1,009,194 shares and $336,170,276.20, respectively, and
consideration will be prorated to the extent that the aggregate amount of
stock consideration or cash consideration elected exceeds the applicable cap.
However, to the extent necessary to avoid having the Merger not qualify for
tax-free treatment under Section 368(a) of the Internal Revenue Code of 1986,
as amended, Boyd Gaming will increase the cap on the number of shares of
common stock of Boyd Gaming available as consideration in the Merger (and
will, at the same time, decrease the cap on the amount of cash available as
consideration in the Merger) to the extent sufficient to qualify the Merger
for such tax-free treatment, although the aggregate number of shares of common
stock of Boyd Gaming that Boyd Gaming may issue pursuant to this adjustment
mechanism cannot exceed 7,837,077 shares (and, to the extent that the number
of shares of common stock of Boyd Gaming necessary to ensure tax-free
treatment of the Merger exceeds 7,837,077 shares, Boyd Gaming will have the
option to terminate the Merger). Those stockholders of the Issuer (other than
Mr. Gaughan, Mr. Toti and Mr. Herbst) who dissent from the Merger will have
dissenters' rights under Nevada law.
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ITEM 4. PURPOSE OF TRANSACTION
(a)-(c) Boyd Gaming required the Stockholders to enter into the
Stockholders Agreement in order to induce Boyd Gaming to enter into the Merger
Agreement. The information set forth in Item 3 and the agreements set forth in
the Exhibits attached hereto are incorporated herein by reference. According
to the terms of the Stockholders Agreement, the Stockholders have agreed,
among other things, (i) to vote all the Subject Shares in favor of the
approval and adoption of the Merger Agreement and the Merger and against (a)
any merger agreement or merger (other than the Merger Agreement and the
Merger), consolidation, combination, sale of substantial assets, joint
venture, binding share exchange, reorganization, recapitalization,
dissolution, liquidation or winding up of or by the Issuer, (b) any Company
Takeover Proposal (as defined in the Merger Agreement) or (c) any amendment of
the articles of incorporation or by-laws of the Issuer or other proposal,
action or transaction involving the Issuer or any of its stockholders, which
amendment or other proposal, action or transaction would, or would reasonably
be expected to in any manner impede, frustrate, interfere with, delay, prevent
or nullify any provision of the Merger Agreement, the Merger or any other
transaction contemplated by the Merger Agreement or the consummation of the
transactions contemplated by the Stockholders Agreement, or change in any
manner the voting rights of any class of capital stock of the Issuer; (ii)
with certain exceptions, not to sell, transfer, pledge, assign or otherwise
dispose of the Subject Shares; and (iii) to grant to, and appoint, Boyd
Gaming, William S. Boyd (Chairman of the Board and Chief Executive Officer of
Boyd Gaming) and William R. Boyd (Vice President of Boyd Gaming) as the
Stockholders' proxy and attorney-in-fact to vote the Subject Shares in a
manner consistent with the obligations of the Stockholders set forth in clause
(i) above. The Stockholders Agreement terminates upon the earliest to occur of
(x) the Effective Time (as defined in the Merger Agreement), (y) the
termination of the Merger Agreement pursuant to certain specified subsections
of the Merger Agreement and (z) two years after the date of the Stockholders
Agreement. The name of each Stockholder and the number of Subject Shares held
by such Stockholder and subject to the Stockholders Agreement as of February
6, 2004, are set forth in Annex A to the Stockholder Agreement, and are
incorporated herein by reference.
(d) The Merger Agreement provides that, upon consummation of the
Merger, the directors of the Surviving Corporation will be the existing
directors of Sub as well as Mr. Gaughan, until the earlier of their
resignation or removal or until their respective successors are duly elected
and qualified. The Merger Agreement also provides that the officers of the
Surviving Corporation shall be the existing officers of the Issuer immediately
prior to the consummation of the Merger, until the earlier of their
resignation or removal or until their respective successors are duly elected
and qualified.
(e)-(f) The Merger Agreement restricts the Issuer from, among other
things, engaging in certain transactions, including extraordinary corporate
transactions (other than the Merger), making acquisitions, selling assets,
incurring indebtedness, changing its capitalization and paying dividends and
otherwise requires the Issuer to operate in the ordinary course of business.
(g) The Merger Agreement provides that, upon consummation of the
Merger, the
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Articles of Incorporation of Sub will be the Articles of Incorporation of the
Surviving Corporation, and shall be amended to change the name of the
surviving corporation to "Coast Casinos, Inc." The Merger Agreement also
provides that, upon consummation of the Merger, the By-laws of Sub, as in
effect immediately prior to the Merger, will be the By-laws of the Surviving
Corporation until thereafter changed or amended.
(h) Not applicable.
(i) Upon consummation of the Merger, the Issuer Common Stock will
become eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act.
(j) Other than as described above, Boyd Gaming currently has no
plans or proposals that relate to, or would result in, any of the matters
listed in Items 4(a) through 4(i) of Schedule 13D (although Boyd Gaming
reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of February 6, 2004, the shares subject to the
Stockholders Agreement consisted of 819,193.52 shares of Issuer Common Stock
and represented approximately 56.1% of the issued and outstanding shares of
Issuer Common Stock, based on the Issuer's representation in the Merger
Agreement that there were 1,461,177.94 shares of Issuer Common Stock issued
and outstanding at the close of business on February 5, 2004. By virtue of the
Stockholders Agreement, Boyd Gaming may be deemed to share with the
Stockholders the power to vote or, with certain exceptions, dispose of shares
of Issuer Common Stock subject to the Stockholders Agreement. As a result of
the Stockholders Agreement, Boyd Gaming may be deemed to be the beneficial
owner of 819,193.52 shares, or approximately 56.1%, of Issuer Common Stock.
Pursuant to Rule 13d-4 under the Act, Boyd Gaming hereby declares
that this Schedule 13D shall not be deemed an admission that Boyd Gaming is,
for purposes of Section 13(d) of the Act, the beneficial owner of any of the
equity securities of the Issuer that are subject to the Stockholders
Agreement.
(c) Except as described in this Schedule 13D, there have been no
transactions in the shares of Issuer Common Stock effected by Boyd Gaming or,
to Boyd Gaming's knowledge, any person identified in Schedule A, during the
past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The information set forth under Items 3, 4 and 5 and the agreements
set forth in the Exhibits attached hereto are incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following documents are filed as exhibits:
Exhibit Exhibit Name
Number
1. Stockholders Agreement dated as of February 6, 2004, among
Boyd Gaming Corporation and the stockholders of Coast
Casinos, Inc. party thereto.
2. Agreement and Plan of Merger dated as of February 6, 2004,
among Boyd Gaming Corporation, BGC, Inc. and Coast
Casinos, Inc.
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: February 12, 2004
BOYD GAMING CORPORATION
by
/s/ Ellis Landau
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Name: Ellis Landau
Title: Executive Vice President
and Chief Financial Officer
SCHEDULE A
The following is a list of the executive officers and directors of
Boyd Gaming, setting forth, for each person, the name, residence or business
address, present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Unless otherwise indicated, all directors and
officers listed below are citizens of the United States.
The residence or business address for each of the individuals listed
below is Boyd Gaming Corporation, 2950 Industrial Road, Las Vegas, Nevada
89109.
Name/Citizenship Position at Boyd Gaming Present Principal Occupation or
Employment*
Robert L. Boughner Director, Vice President and Vice President and Secretary of
Secretary of Boyd Atlantic City, Boyd Atlantic City, Inc. and CEO
Inc. and CEO of Marina District of Marina District Development
Development Company, LLC Company, LLC
William S. Boyd Chairman and CEO CEO of Boyd Gaming
William R. Boyd Vice President and Director Vice President of Boyd Gaming
Paul Chakmak Senior Vice President - Finance and Senior Vice President - Finance
Treasurer and Treasurer of Boyd Gaming
Ellis Landau Executive Vice President, Treasurer Executive Vice President
and Chief Financial Officer and Chief Financial Officer
of Boyd Gaming
Marianne Boyd Johnson Vice Chairman of the Board of Senior Vice President of Boyd
Directors and Senior Vice President Gaming
Brian A. Larson Senior Vice President, Secretary Senior Vice President, Secretary
and General Counsel and General Counsel of Boyd Gaming
Luther Mack Director Owner of 10 McDonald's
franchises in northern Nevada
(321 Broadway, Reno, NV 89502)
Michael O. Maffie Director CEO of Southwest Gas Corporaions
(5241 Spring Mountain Road
P.O. Box 98510 Las Vegas, NV 89193)
Billy G. McCoy Director Retired
Frederick J. Schwab Director Retired
Donald D. Snyder President and Director President of Boyd Gaming
Keith E. Smith Executive Vice President and Chief Executive Vice President and
Operating Officer Chief Operating Officer of Boyd
Gaming.
Perry B. Whitt Director Retired
Veronica Wilson Director President and CEO of Blind Centre
of Nevada (1001 N. Bruce Street,
Las Vegas, NV 89101)
* Unless otherwise indicated, the address is 2950 Industrial Road, Las Vegas,
NV 89109.
SCHEDULE A
Exhibit Exhibit Name
Number
1. Stockholders Agreement dated as of February 6, 2004, among
Boyd Gaming Corporation and the stockholders of Coast
Casinos, Inc. party thereto.
2. Agreement and Plan of Merger dated as of February 6, 2004,
among Boyd Gaming Corporation, BGC, Inc. and Coast
Casinos, Inc.