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
February 6, 1995
CAESARS WORLD, INC.
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(Exact Name of Issuer as Specified
in its Charter)
Florida 1-5979 59-0773674
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation or Organization) Identification
Number)
1801 Century Park East, Suite 2600 Los Angeles, CA 90067
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(Address of Principal Executive Offices) (Zip Code)
(310) 552-2711
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(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant
At midnight on January 24, 1995, the cash tender offer by ITT Florida
Enterprises, Inc., a Florida corporation ("ITT Florida"), and a wholly owned
subsidiary of ITT Corporation, a Delaware corporation ("ITT"), for all of the
outstanding shares of common stock of the registrant expired and all shares
validly tendered pursuant to the tender offer were accepted by ITT Florida for
payment. According to Bankers Trust Company, the Depository, approximately
24,130,291 shares of common stock of the registrant representing 92.9% percent
of the registrant's outstanding common stock on a fully diluted basis, were
tendered. The cash tender offer price was $67.50 per share. ITT, as a result,
announced its intention to consummate the proposed merger of ITT Florida into
the registrant as soon as practicable without a vote of stockholders as
permitted under Florida law.
ITT Florida obtained all funds needed for the tender offer through a
capital contribution from ITT. ITT's principal source of funds was its
commercial paper program for which Goldman Sachs Money Markets, L. P. and Lehman
Brothers Inc. acted as placement agents. Such commercial paper bears interest
at market rates and have maturities not exceeding 270 days from the date of
issuance.
Certain arrangements with respect to the election of directors of the
registrant are described in the registrant's Schedule 14D-9, filed with the
Securities and Exchange Commission on December 23, 1994 under "The Merger
Agreement - Board Representation", which description is hereby incorporated
herein by reference. Pursuant to such arrangements, Messrs. Ball, Buchalter and
Lee resigned from the Board of Directors effective at the close of business on
January 25, 1995 and four designees of ITT, Messrs. Araskog, Bowman, Ward and
Engen were elected to the Board. Effective on or about February 11, 1995, two
additional designees of ITT, Messrs. Kapioltas and Weadock, will become members
of said Board.
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.
Dated: February 8, 1995 CAESARS WORLD, INC.
By /s/ PHILIP L. BALL
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Philip L. Ball
Senior Vice President, General
Counsel and Secretary
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit No. Exhibit Name Page No.
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2.1 Agreement and Plan of Merger,
Dated as of December 19, 1994,
among ITT, ITT Florida and the
Registrant.
2.2 Option Agreement, dated as
of December 19, 1994, among ITT,
ITT Florida and the Registrant