SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment Number 2 Amendment No. 1 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 West 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) Page 1 of 6 Pages Exhibit Index is on Page 4 Item 1. Description of Securities to be Registered. Item 1 is hereby supplemented as follows: On December 9, 1994, 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. 1 to Rights Agree ment (the "Amendment") which amended the Rights Agreement, dated January 18, 1989, between the Company and the Rights Agent. The Amendment imposes a pre-condition that there be a determination by the Board of Directors as to whether it is in the best interests of the Company to determine that a person or entity would be an "Unqualified Gaming Person" (as defined in the Rights Agreement). No other provisions of the Rights Agreement were affected. Item 2. Exhibits. Exhibit 1 Amendment No. 1 to Rights Agreement, dated as of December 9, 1994, 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: December 15, 1994 CAESARS WORLD, INC. Name: /s/Philip L. Ball Title: Senior Vice President EXHIBIT INDEX Sequentially Numbered Exhibit Description Page 1 Amendment No. 1 5 to Rights Agreement, dated as of December 9, 1994, between Caesars World, Inc. and First Chicago Trust Company of New York.