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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL ___, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
GRAND CASINOS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1689535
(State or other jurisdiction or (IRS Employer
incorporation or organization) Identification No.)
130 Cheshire Lane
Minnetonka, Minnesota 55305
(Address, including zip code of principal executive offices)
____________________________________
1991 STOCK OPTION AND COMPENSATION PLAN, AS AMENDED
(Full title of plan)
____________________________________
Thomas J. Brosig
President
130 Cheshire Lane
Minnetonka, Minnesota 55305
(612) 449-9092
(Name, and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Russell F. Lederman, P.A.
Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
3300 Norwest Center
Minneapolis, Minnesota 55402
(612) 672-8200
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock ($0.01 2,575,000 $ 9 3/4 $ 25,106,250.00 $ 7,607.95
par value per share) shares
====================================================================================================================================
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
sales prices of the Common Stock on the New York Stock Exchange on April
3, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:
(a) The contents of Registration Statement on Form S-8 No. 33-54188, filed
on November 5, 1992;
(b) The contents of Registration Statement on Form S-8 No. 33-82936, filed
on August 16, 1994;
(c) The contents of Registration Statement on Form S-8 No. 33-97364, filed
on September 26, 1995; and
(d) The description of Common Stock included under the caption "Securities
to be Registered" in its Registration Statement on Form 8-A/A, dated
April 14, 1994, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 8. Exhibits.
5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership.
23A. Consent of Arthur Andersen LLP.
23B. Consent of Arthur Andersen LLP.
23C. Consent of KPMG Peat Marwick LLP.
23D. Consent of KPMG Peat Marwick LLP.
23E. Consent of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership (contained in Exhibit 5).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April 8, 1997.
GRAND CASINOS, INC.
By /s/ Lyle Berman
-------------------------
Lyle Berman
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 8th day of April, 1997,
by the following persons in the capacities indicated:
Signature Title
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/s/ Lyle Berman
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Lyle Berman Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas J. Brosig
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Thomas J. Brosig President and Director
/s/ Timothy J. Cope
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Timothy J. Cope Chief Financial Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ Stanley M. Taube
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Stanley M. Taube Director and Executive Vice President
/s/ David L. Rogers
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David L. Rogers Director
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/s/ Neil I. Sell
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Neil I. Sell Director
/s/ Morris Goldfarb
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Morris Goldfarb Director
/s/ Joel N. Waller
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Joel N. Waller Director
/s/ Ronald J. Kramer
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Ronald J. Kramer Director
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EXHIBIT INDEX
Exhibit Page
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5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership.
23A. Consent of Arthur Andersen LLP.
23B. Consent of Arthur Andersen LLP.
23C. Consent of KPMG Peat Marwick LLP.
23D. Consent of KPMG Peat Marwick LLP.
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