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): February 6, 2004
BOYD GAMING CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 001-12882 88-0242733
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
2950 Industrial Road, Las Vegas, Nevada 89109
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(address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 792-7200
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On February 9, 2004, Boyd Gaming Corporation ("Boyd Gaming") and Coast
Casinos, Inc. ("Coast Casinos") issued a joint press release announcing that
they had entered into an agreement pursuant to which Boyd Gaming has agreed to
acquire Coast Casinos in a merger transaction. On a fully-diluted basis, Coast
Casinos stockholders will receive approximately $495 million in cash, and Boyd
Gaming will issue approximately 19.4 million shares of Boyd Gaming common
stock to Coast Casinos stockholders. The stock consideration is valued at
approximately $325 million based upon Boyd Gaming's 10-day average daily
closing stock price for the period ended February 5, 2004. In addition, Boyd
Gaming will assume approximately $460 million of debt of Coast Casinos. A copy
of the Agreement and Plan of Merger is filed as Exhibit 2.1 hereto. In
anticipation of the acquisition, Boyd Gaming and certain stockholders of Coast
Casinos entered into a Stockholders Agreement. A copy of the Stockholders
Agreement is filed as Exhibit 99.1 hereto. A copy of the joint press release
is filed as Exhibit 99.2 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of February 6,
2004, among Boyd Gaming Corporation, BGC, Inc. and
Coast Casinos, Inc.
99.1 Stockholders Agreement dated as of February 6, 2004,
among Boyd Gaming Corporation and the stockholders of
Coast Casinos, Inc. party thereto.
99.2 Joint Press Release dated as of February 9, 2004,
issued by Boyd Gaming Corporation and Coast Casinos,
Inc.
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 thereunto duly authorized.
BOYD GAMING CORPORATION
Date: February 9, 2004 By: /s/ Ellis Landau
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Ellis Landau
Executive Vice President,
Chief Financial Officer and
Treasurer
EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of February 6,
2004, among Boyd Gaming Corporation, BGC, Inc. and
Coast Casinos, Inc.
99.1 Stockholders Agreement dated as of February 6, 2004,
among Boyd Gaming Corporation and the stockholders
of Coast Casinos, Inc. party thereto.
99.2 Joint Press Release dated as of February 9, 2004,
issued by Boyd Gaming Corporation and Coast Casinos,
Inc.
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