Current Report Filing (8-k)
April 06 2018 - 11:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
A
pril 2, 2018
Canterbury Park Holding Corporation
(Exact name of registrant as specified in
its charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
001-37858
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47-5349765
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(Commission File Number)
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(IRS Employer Identification No.)
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1100 Canterbury Road, Shakopee, Minnesota
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55379
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(Address of Principal Executive Offices)
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(Zip Code)
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(952) 445-7223
(Registrant’s telephone number, including
area code)
______________________________
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. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 1.01 – Entry into a Material Definitive Agreement
On April 2, 2018, Canterbury Park
Holding Corporation (“Canterbury”), through Canterbury Development LLC, a Minnesota limited liability company
(“Canterbury Development”), entered into an Operating Agreement (“Operating Agreement”), with an
affiliate of Doran Companies (“Doran”), a national commercial and residential real estate developer, as the two
members of a Minnesota limited liability company named Doran Canterbury I, LLC. (the “Company”). The Operating
Agreement has a stated effective date of March 1, 2018.
The Company was formed as part of a joint
venture between Doran and Canterbury to construct a luxury apartment complex on land adjacent to the Canterbury Park Holding Corporation
Racetrack (the “Project”). The Company will pursue development of Phase I of the Project, which will include approximately
300 units, a heated parking ramp, and a clubhouse. Under the Operating Agreement, Doran will lead the development, design and construction
of the Phase I apartment complex, provide property management and leasing services, and be responsible for the day-to-day operations
of the Project.
Canterbury Development’s equity contribution
to the Company for Phase I will be approximately 13 acres of land. In connection with its contribution, Canterbury Development
will become a 27.4% equity member with Doran owning the remaining 72.6%. Canterbury Development expects to contribute the land
concurrent with the closing of the Phase I Project financing, which Canterbury expects will be in the fall of 2018.
Item 8.01 – Other Events
As previously disclosed, on March 6, 2018,
the Shakopee City Council approved creation of a Tax Increment Financing (“TIF”) District for the redevelopment of
Canterbury underutilized property into “Canterbury Commons.” This TIF plan provides the framework for Canterbury to
use a portion of future property tax revenues generated by the redevelopment as reimbursement for costs that it will incur to construct
the public streets, utilities, sidewalks, and other public infrastructure needed to support the businesses and other amenities
in Canterbury Commons.
Upon competition and initial operation of
Phase I of the Project, Canterbury and Doran intend to proceed to develop the balance of the Project, which is anticipated to take
several years and include a total of 600 units.
In addition to the Project, Canterbury intends
to pursue additional development near the Racetrack through Canterbury Development. Canterbury will continue to provide updates
on the Project and its other development efforts in future press releases and SEC filings.
SIGNATURES
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.
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CANTERBURY PARK HOLDING CORPORATION
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Dated: April 6, 2018
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By:
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/s/ Randall D. Sampson
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Randall D. Sampson
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President and Chief Executive Officer
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