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.