-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, EfiKxc4mqltdSjmVZ0grmSovN3rIey/zgA85CUJq7g++Pa8bMfgumfdFPQxTyQ9r FJ2eOfinhEtlB/YMyp6pfg== 0000016095-95-000002.txt : 19950607 0000016095-95-000002.hdr.sgml : 19950607 ACCESSION NUMBER: 0000016095-95-000002 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950123 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS WORLD INC CENTRAL INDEX KEY: 0000016095 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 590773674 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05976 FILM NUMBER: 95502369 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK E STE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105522711 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST STREET 2: SUITE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: LUMS INC DATE OF NAME CHANGE: 19720123 8-A12B/A 1 SECURITIES AND EXCHANG COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment No. 2 to Form 8-A, filed January 19, 1989, and Form 8-A, filed February 10, 1989 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CAESARS WORLD, INC. (Exact name of registrant as specified in its charter) Florida 59-0773674 (State of incorporation or organization) (I.R.S. Employer identification No.) 1801 Century Park East Suite 2600 Los Angeles, California 90067 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Preferred Stock Purchase Rights New York Stock Exchange Pacific Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Item 1. Description of Securities to be Registered. Item 1 is hereby supplemented as follows: On January 20, 1995 the Company and First Chicago Trust Company of New York (as successor to Morgan Shareholder Services Trust Company) (the "Rights Agent") entered into Amendment No. 2 to Rights Agree ment (the "Amendment") which amended the Rights Agreement, dated January 18, 1989, between the Company and the Rights Agent. The Amendment confirms that the provisions of the Rights Plan do not apply to the acquisition of Caesars World by ITT Corporation or the transactions related thereto. As a result, all Rights will expire upon consummation of the acquisition. No other provisions of the Rights Agreement were affected. Item 2. Exhibits. Exhibit 1 Amendment No. 2 to Rights Agreement, dated as of January 20, 1995, between Caesars World, Inc. and First Chicago Trust Company of New York. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized. Date: January 23, 1995 CAESARS WORLD, INC. /s/Philip L. Ball Name: Philip L. Ball Title: Senior Vice President EXHIBIT INDEX Sequentially Numbered Exhibit Description Page 1 Amendment No. 2 5 to Rights Agreement, dated as of January 20, 1995, between Caesars World, Inc. and First Chicago Trust Company of New York. EX-1 2 AMENDMENT NO. 2 TO RIGHTS AGREEMENT AMENDMENT NO. 2, dated as of January 20, 1995, to the Rights Agreement dated as of January 10, 1989 (the "Rights Agreement"), between Caesars World, Inc., a Florida corporation (the "Company"), and the First Chicago Trust Company of New York as successor Rights Agent (the "Rights Agent"), as previously amended by Amendment No. 1 to Rights Agreement, dated as of December 9, 1994, between the company and the Rights Agent. WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein); WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 26 of the Rights Agreement; WHEREAS, the Board of Directors has previously adopted resolutions to exempt ITT (as defined below) and ITT Florida (as defined below) and their respective Affiliates (as defined in the Rights Agreement) and Associates (as defined in the Rights Agreement) from the terms of the Rights Agreement and has further made the necessary determinations, including, without limitation, that the Offer (as defined below) in respect of the Merger Agreement (as defined below) is fair to holders of Common Stock (as defined in the Rights Agreement) and is otherwise in the best interests of the Company, to cause the terms of the Rights Agreement to be inapplicable in all respects to the Merger Agreement, the Option Agreement (as defined in the Merger Agreement) and the Offer and the transactions contemplated thereby. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. Section 11(a)(ii) of the Rights Agreement is amended by inserting the following sentence at the end of such Section: "Notwithstanding any provision of this Section 11(a)(ii) or any other provision of this Agreement, no Distribution Date will be deemed to occur with respect to ITT Corporation ("ITT"), ITT Florida Enterprises ("ITT Florida"), nor any of their respective Affiliates or Associates and neither ITT nor ITT Florida, nor any of their respective Affiliates or Associates, will be considered an Acquiring Person, Adverse Person or Unqualified Gaming Person as a result of the announcement or consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 19, 1994, among ITT, ITT Florida and the Company (the "Merger Agreement"), including with respect to the Offer and the Merger (as such terms are defined in the Merger Agreement) and the Option Agreement, dated as of December 19, 1994, among ITT, ITT Florida and the Company." 2. Section 13(d) of the Rights Agreement is amended by inserting the following sentence at the end of such Section: "Notwithstanding anything in this Agreement to the contrary, Section 13 shall also not be applicable to the Merger Agreement and the transactions contemplated thereby." 3. The foregoing amendment shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 4. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed, all as of the day and year first above written. CAESARS WORLD, INC. (SEAL) By:/s/Philip L. Ball Name: Philip L. Ball Title: Senior Vice President FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent (SEAL) By:/s/Ralph Persico Name: Ralph Persico Title: Customer Service Officer -----END PRIVACY-ENHANCED MESSAGE-----