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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997,
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________
COMMISSION FILE NO. 0-19565
GRAND CASINOS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MINNESOTA 41-1689535
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
130 CHESHIRE LANE, MINNETONKA, MINNESOTA 55305
(Address of principal executive offices)
(612) 449-9092
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock $0.01 par value New York Stock Exchange
10.125% First Mortgage Notes due 2003 New York Stock Exchange
9% Senior Unsecured Notes due 2004 None
Securities registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
As of March 25, 1998, 42,049,443 shares of the Registrant's common stock
were outstanding. The aggregate market value of the Registrant's common stock
held by nonaffiliates of the Registrant on such date, based upon the last sale
price of the common stock as reported on the New York Stock Exchange on March
25, 1998, was $685,931,539. For purposes of this computation, affiliates of the
Registrant are deemed only to be the Registrant's executive officers and
directors.
DOCUMENTS INCORPORATED BY REFERENCE
PART II AND IV -- Portions of the Registrant's Annual Report to
Shareholders for the year ended December 28, 1997, are incorporated by reference
into Items 5 through 8, inclusive.
PART III -- Portions of the Registrant's definitive proxy statement in
connection with the annual meeting of the shareholders to be held on May 15,
1998, are incorporated by reference into Items 10 through 13, inclusive.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Consolidated Financial Statements:
Data is incorporated by reference from the Annual Report to Shareholders
for the fiscal year ended December 28, 1997. With the exception of the
information specifically incorporated herein by reference, the Annual
Report to Shareholders for the fiscal year ended December 28, 1997 is not
to be deemed "filed" as part of the Annual Report on Form 10-K.
PAGE
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GRAND CASINOS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets as of December 28, 1997 and
December 29, 1996......................................... 17*
Consolidated Statements of Earnings for the fiscal years
ended December 28, 1997, December 29, 1996 and December
31, 1995.................................................. 18*
Consolidated Statements of Shareholders' Equity for the
fiscal years ended December 28, 1997, December 29, 1996
and December 31, 1995..................................... 19*
Consolidated Statements of Cash Flows for the fiscal years
ended December 28, 1997, December 29, 1996 and December
31, 1995.................................................. 20*
Notes to Consolidated Financial Statements.................. 21*
Report of Independent Public Accountants -- Arthur Andersen
LLP....................................................... 34*
STRATOSPHERE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets as of December 28, 1997 and
December 29, 1996......................................... **
Consolidated Statements of Operations for the fiscal years
ended December 28, 1997, December 29, 1996 and December
31, 1995.................................................. **
Consolidated Statements of Stockholders' Equity for the
period from January 1, 1994 to December 28, 1997.......... **
Consolidated Statements of Cash Flows for the fiscal years
ended December 28, 1997, December 29, 1996 and December
31, 1995.................................................. **
Notes to Consolidated Financial Statements.................. **
Report of Independent Public Accountants -- Arthur Andersen
LLP....................................................... **
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* Refers to page of Annual Report to Shareholders for the year ended December
28, 1997, a copy of which is included as Exhibit 13 to this report.
** Data is incorporated by reference from Exhibit 99 to this report.
(a)(2) See (a)(1) and Part II, Item 8.
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(a)(3) Exhibits
2.1 Agreement and Plan of Merger dated as of August 31, 1995 by
and among Grand Casinos, Inc., Grand Gaming Corporation of
America and GCA Acquisition Subsidiary, Inc. (Incorporated
herein by reference to Annex A to the Company's Joint Proxy
Statement filed as part of the Company's Registration
Statement on Form S-4, as amended, File No. 33-97028)
2.2 Agreement and Plan of Merger dated as of August 31, 1995, by
and among Grand Casinos, Inc., Grand Gaming Corporation and
GCC Acquisition Subsidiary, Inc. (Incorporated herein by
reference to Annex B to the Company's Joint Proxy Statement
filed as part of the Company's Registration Statement on
Form S-4, as amended, File No. 33-97028)
3.1 Second Amended and Restated Articles of Incorporation of the
Company. (Incorporated herein by reference to Exhibit 3A to
the Company's Registration Statement on Form S-1, as
amended, File No. 33-42281.)
3.2 First Amended and Restated Bylaws of the Company.
(Incorporated herein by reference to Exhibit 3B to the
Company's Registration Statement on Form S-1, as amended,
File No. 33-42281.)
4.1 Indenture dated as of November 30, 1995 by and among Grand
Casinos, Inc., Grand Casinos Resorts, Inc., Grand Casinos of
Mississippi, Inc. -- Gulfport, Grand Casinos of Mississippi,
Inc. Biloxi, Grand Casinos Biloxi Theater, Inc., GCI Biloxi
South Hotel Corporation, GCI Biloxi Hotel Acquisition
Corporation, GCI Gulfport South Hotel Corporation, GCI
Gulfport Hotel Acquisition Corporation, Mille Lacs Gaming
Corporation, Grand Casinos of Louisiana, Inc. Tunica-Biloxi,
Grand Casinos of Louisiana, Inc. -- Coushatta, GCA
Acquisition Subsidiary, Inc., BL Development Corp. and
American Bank National Association. (Incorporated herein by
reference to Exhibit 10.30 to the Company's Report on Form
10-K for the fiscal year ended December 31, 1995.)
4.2 First Amendment to Indenture dated as of May 10, 1996 by and
among Grand Casinos, Inc., Grand Casinos Resorts, Inc.,
Grand Casinos of Mississippi, Inc. -- Gulfport, Grand
Casinos of Mississippi, Inc. -- Biloxi, Grand Casinos Biloxi
Theater, Inc., GCI Biloxi South Hotel Corporation, GCI
Biloxi Hotel Acquisition Corporation, GCI Gulfport South
Hotel Corporation, GCI Gulfport Hotel Acquisition
Corporation, Mille Lacs Gaming Corporation, Grand Casinos of
Louisiana, Inc. -- Tunica-Biloxi, Grand Casinos of
Louisiana, Inc. -- Coushatta, GCA Acquisition Subsidiary,
Inc., BL Development Corp. and American Bank National
Association. (Incorporated herein by reference to Exhibit
4.2 to the Company's Report on Form 10-K for the fiscal year
ended December 29, 1996.)
4.3*** Second Amendment to Indenture dated as of September 16,
1997, by and among Grand Casinos, Inc., Grand Casinos
Resorts, Inc., Grand Casinos of Mississippi, Inc.-Gulfport,
Grand Casinos of Mississippi, Inc.-Biloxi, Grand Casinos
Biloxi Theater, Inc., Mille Lacs Gaming Corporation, Grand
Casinos of Louisiana, Inc. -- Tunica-Biloxi, Grand Casinos
of Louisiana, Inc. -- Coushatta, GCA Acquisition Subsidiary,
Inc., BL Development Corp., BL Resorts I, Inc., GCG Resorts
I, Inc., Grand Casinos Nevada I, Inc. and Firstar Bank of
Minnesota, N.A.
4.4*** Third Amendment to Indenture dated as of September 25, 1997,
by and among Grand Casinos, Inc., Grand Casinos Resorts,
Inc., Grand Casinos of Mississippi, Inc. -- Gulfport, Grand
Casinos of Mississippi, Inc. -- Biloxi, Grand Casinos Biloxi
Theater, Inc., Mille Lacs Gaming Corporation, Grand Casinos
of Louisiana, Inc. -- Tunica-Biloxi, Grand Casinos of
Louisiana, Inc. -- Coushatta, GCA Acquisition Subsidiary,
Inc., BL Development Corp., BL Resorts I, Inc., GCG Resorts
I, Inc., Grand Casinos Nevada I, Inc., BL Resorts I, LLC,
GCG Resorts I, LLC and Firstar Bank of Minnesota, N.A.
4.5 Indenture dated as of October 16, 1997, between Grand
Casinos, Inc., the Guarantors, listed on Schedule I thereto,
and Firstar Bank of Minnesota, N.A. (Incorporated herein by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-4, as amended, File No. 333-39009.)
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4.6 Registration Rights Agreement, dated as of October 16, 1997,
between Grand Casinos, Inc., the Guarantors listed on
Schedule A thereto, and Donaldson, Lufkin & Jenrette
Securities Corporation. (Incorporated herein by reference to
Exhibit 4.3 to the Company's Registration Statement on Form
S-4, as amended, File No. 333-39009.)
10.1 Amended and Restated Management & Building Improvement
Agreement Between the Corporate Commission of the Mille Lacs
Band of Ojibwe Indians and Mille Lacs Gaming Corporation,
dated as of September 10, 1990 (Grand Casino Mille Lacs).
(Incorporated herein by reference to Exhibit 10D to the
Company's Registration Statement on Form S-1, as amended,
File No. 33-42281.)
10.2 Amended and Restated Management & Construction Agreement
Between the Corporate Commission of the Mille Lacs Band of
Ojibwe Indians and Mille Lacs Gaming Corporation Hinckley
operations, dated as of September 10, 1990 (Grand Casino
Hinckley). (Incorporated herein by reference to Exhibit 10H
to the Company's Registration Statement on Form S-1, as
amended, File No. 33-42281.)
10.3 Employment Separation Agreement dated September 9, 1996 by
and between Patrick R. Cruzen and the Company. (Incorporated
herein by reference to Exhibit 10.3 to the Company's Report
on Form 10-K for the fiscal year ended December 29, 1996.)
10.4 Employment Agreement between Grand Casinos, Inc. and Lyle
Berman, dated July 31, 1991.* (Incorporated herein by
reference to Exhibit 10Q to the Company's Registration
Statement on Form S-1, as amended, File No. 33-42281.)
10.5 Management and Consultant Incentive Compensation Pool
Agreement between Grand Casinos, Inc. and Lyle Berman, S. M.
-- Taube & Co., Inc. and David W. Anderson, dated July 31,
1991.* (Incorporated herein by reference to Exhibit 10S to
the Company's Registration Statement on Form S-1, as
amended, File No. 33-42281.)
10.6 1991 Stock Option and Compensation Plan.* (Incorporated
herein by reference to Exhibit 10X to the Company's
Registration Statement on Form S-1, as amended, File No.
33-42281.)
10.7 Amended and Restated Management & Construction Agreement,
Loan Agreement, Promissory Note, and Security Agreement
between the Tunica-Biloxi Tribe of Louisiana and Grand
Casinos of Louisiana, Inc. -- Tunica-Biloxi, dated November
1, 1991. (Incorporated herein by reference to Exhibit 10BB
to the Company's Registration Statement on Form S-1, as
amended, File No. 33-46798.)
10.8 Amended and Restated Management & Construction Agreement,
Loan Agreement, Promissory Note, and Security Agreement
between the Coushatta Tribe of Louisiana and Grand Casinos
of Louisiana, Inc. -- Coushatta, dated February 25, 1992.
(Incorporated herein by reference to Exhibit 10CC to the
Company's Registration Statement on Form S-1, as amended,
File No. 33-42281.)
10.9 Lease Agreement between the Mississippi Department of
Economic and Community Development and the Mississippi State
Port Authority at Gulfport, as lessor, and Grand Casinos,
Inc., as lessee, dated as of May 20, 1992. (Incorporated
herein by reference to Exhibit 10VV to the Company's Report
on Form 10-K for the fiscal year ended August 2, 1992 (File
No. 0-19565).)
10.10 Ground Lease between Mavar, Inc., a Mississippi Corporation,
as lessor and Grand Casinos of Mississippi, Inc., a
Minnesota corporation, as lessee, dated as of June 23, 1992.
(Incorporated herein by reference to Exhibit 10XX to the
Company's Report on Form 10-K for the fiscal year ended
August 2, 1992 (File No. 0-19565).)
10.11 Amendment No. 1 to the 1991 Stock Option and Compensation
Plan.* (Incorporated herein by reference to Exhibit 10AAA to
the Company's Report on Form 10-K for the fiscal year ended
August 2, 1992 (File No. 0-19565).)
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10.12 First Amendment to Management and Consultant Incentive
Compensation Pool Agreement, dated October 31, 1992.*
(Incorporated herein by reference to Exhibit 10CCC to the
Company's Report on Form 10-K for the fiscal year ended
August 2, 1992 (File No. 0-19565).)
10.13 Fifth Lease Amendment between the State of Mississippi
through its duly authorized agencies. The Mississippi
Department of Economic and Community Development and the
Mississippi State Port Authority at Gulfport and Grand
Casinos of Mississippi, Inc. dated July 8, 1996.
(Incorporated herein by reference to Exhibit 10.13 to the
Company's Report on Form 10-K for the fiscal year ended
December 29, 1996.)
10.14 Not used.
10.15 First Amendment to Employment Agreement between Grand
Casinos, Inc. and Lyle Berman, dated October 31, 1992.*
(Incorporated herein by reference to Exhibit 10EEE to the
Company's Report on Form 10-K for the fiscal year ended
August 2, 1992 (File No. 0-19565).)
10.16 Employment Agreement between Grand Casinos, Inc. and Stanley
M. Taube, dated October 31, 1992.* (Incorporated herein by
reference to Exhibit 10FFF to the Company's Report on Form
10-K for the fiscal year ended August 2, 1992 (File No.
0-19565).)
10.17 Termination of Management Consulting Agreement between Grand
Casinos, Inc. and S. M. Taube & Co., Inc. dated October 31,
1992.* (Incorporated herein by reference to Exhibit 10GGG to
the Company's Report on Form 10-K for the fiscal year ended
August 2, 1992 (File No. 0-19565).)
10.18 First Amendment to Ground Lease with Mavar, Inc. and Grand
Casinos, Inc., dated November 9, 1992. (Incorporated herein
by reference to Exhibit 10MMM to the Company's Report on
Form 10-Q for the quarter ended November 1, 1992 (File No.
0-19565).)
10.19 Application for Standard Lease of Public Trust Tidelands,
dated December 7, 1992. (Incorporated herein by reference to
Exhibit 10NNN to the Company's Report on Form 10-Q for the
quarter ended November 1, 1992 (File No. 0-19565).)
10.20 Second Lease Amendment with consent to Assignment between
the State of Mississippi and Grand Casinos, Inc.
(Incorporated herein by reference to Exhibit 10.9 to the
Company's Report on Form 10-Q for the quarter ended January
31, 1993 (File No. 0-19565).)
10.21 Second Amendment to Lease Agreement dated as of February 1,
1993 between Mavar, Inc. and Grand Casinos of Mississippi,
Inc. -- Biloxi. (Incorporated herein by reference to Exhibit
10.10 to the Company's Report on Form 10-Q for the quarter
ended January 31, 1993 (File No. 0-19565).)
10.22 Public Trust Tidelands lease dated January 28, 1993 by and
between the Secretary of State of the State of Mississippi,
on behalf of the State of Mississippi and Grand Casinos of
Mississippi, Inc. Biloxi. (Incorporated herein by reference
to Exhibit 10.11 to the Company's Report on Form 10-Q for
the quarter ended January 31, 1993 (File No. 0-19565).)
10.23 Agreement among the Company, Bob Stupak, Bob Stupak
Enterprises, Inc. and Grand Casinos Resorts, Inc. dated
November 15, 1993 and First and Second Amendments thereto
dated December 22, 1993 and January 25, 1994. (Incorporated
herein by reference to Exhibit 10.46 to the Company's Report
on Form 10-K for the fiscal year ended January 1, 1995 (File
No. 0-19565).)
10.24 Letter Agreement dated as of June 1, 1994 between
Stratosphere Corporation, Grand Casinos, Inc., Grand Casinos
Resorts, Inc., Bob Stupak Enterprises, Inc. and Bob Stupak.
(Incorporated herein by reference to Exhibit 10.80 to the
Company's Report on Form 10-Q for the quarter ended July 3,
1994 (File No. 0-19565).)
10.25 Amendment to June 1, 1994 Letter Agreement dated November
16, 1994 between Stratosphere Corporation, Grand Casinos
Resorts, Inc., Grand Casinos, Inc., Bob Stupak Enterprises,
Inc. and Bob Stupak. (Incorporated herein by reference to
Exhibit 10.48 to the Company's Report on Form 10-K for the
fiscal year ended January 1, 1995 (File No. 0-19565).)
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10.26 Management and Development Agreement dated July 1, 1994, by
and between Stratosphere Corporation and Grand Casinos, Inc.
(Incorporated herein by reference to Exhibit 10.49 to the
Company's Report on Form 10-K for the fiscal year ended
January 1, 1995 (File No. 0-19565).)
10.27 Memorandum of Agreement dated as of February 16, 1995 by and
among Stratosphere Corporation and Grand Casinos, Inc.
(Incorporated herein by reference to Exhibit 10.50 to the
Company's Report on Form 10-K for the fiscal year ended
January 1, 1995 (File No. 0-19565).)
10.28 Standby Equity Commitment dated March 9, 1995 by and between
Grand Casinos, Inc. and Stratosphere Corporation.
(Incorporated herein by reference to Exhibit 10.51 to the
Company's Report on Form 10-K for the fiscal year ended
January 1, 1995 (File No. 0-19565).)
10.29 Notes Completion Guarantee dated March 9, 1995 by and
between Grand Casinos, Inc. and American Bank National
Association. (Incorporated herein by reference to Exhibit
10.52 to the Company's Report on Form 10-K for the fiscal
year ended January 1, 1995 (File No. 0-19565).)
10.30 Completion Guarantor Subordination Agreement dated March 9,
1995 between Grand Casinos, Inc. and American Bank National
Association. (Incorporated herein by reference to Exhibit
10.53 to the Company's Report on Form 10-K for the fiscal
year ended January 1, 1995 (File No. 0-19565).)
10.31 Management Agreement (Mille Lacs Facility) dated October 1,
1996 by and between The Corporate Commission of the Mille
Lacs Band of Chippewa Indians and Mille Lacs Gaming
Corporation. (Incorporated herein by reference to Exhibit
10.30 to the Company's Report on Form 10-K for the fiscal
year ended December 29, 1996.)
10.32 First Amendment to Port Authority Ground Lease dated as of
December 14, 1992, between the Mississippi Department of
Economic and Community Development, the Mississippi State
Port Authority at Gulfport, and Grand Casinos, Inc.
(Incorporated herein by reference to Exhibit 10.31 to the
Company's Report on Form 10-K for the fiscal year ended
December 31, 1995)
10.33 Third Amendment to Port Authority Ground Lease dated as of
February 9, 1994, between the Mississippi Department of
Economic and Community Development, the Mississippi State
Port Authority at Gulfport, and Grand Casinos of
Mississippi, Inc. -- Gulfport. (Incorporated herein by
reference to Exhibit 10.32 to the Company's Report on Form
10-K for the fiscal year ended December 31, 1995)
10.34 Fourth Amendment to Port Authority Ground Lease dated as of
June 3, 1994, between the Mississippi Department of Economic
and Community Development, the Mississippi State Port
Authority at Gulfport, and Grand Casinos of Mississippi,
Inc. -- Gulfport. (Incorporated herein by reference to
Exhibit 10.33 to the Company's Report on Form 10-K for the
fiscal year ended December 31, 1995)
10.35 Fifth Amendment to Port Authority Ground Lease dated as of
November 30, 1995, between the Mississippi Department of
Economic and Community Development, the Mississippi State
Port Authority at Gulfport, and Grand Casinos of
Mississippi, Inc. -- Gulfport. (Incorporated herein by
reference to Exhibit 10.34 to the Company's Report on Form
10-K for the fiscal year ended December 31, 1995)
10.36 Ground Sublease Agreement between Grand Casinos of
Mississippi, Inc. -- Gulfport and CHC/GCI Gulfport Limited
Partnership dated as of April 1, 1994. (Incorporated herein
by reference to Exhibit 10.35 to the Company's Report on
Form 10-K for the fiscal year ended December 31, 1995)
10.37 First Amendment to Ground Sublease Agreement dated as
February 3, 1995 by and between Grand Casinos of
Mississippi, Inc. -- Gulfport and CHC/GCI Gulfport Limited
Partnership. (Incorporated herein by reference to Exhibit
10.36 to the Company's Report on Form 10-K for the fiscal
year ended December 31, 1995)
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10.38 Ground Sublease Agreement between Grand Casinos of
Mississippi, Inc. -- Biloxi and CHC/GCI Gulfport Limited
Partnership dated as of September 1, 1994. (Incorporated
herein by reference to Exhibit 10.37 to the Company's Report
on Form 10-K for the fiscal year ended December 31, 1995)
10.39 First Amendment to Ground Sublease Agreement dated as of
February 3, 1995 by and between Grand Casinos of
Mississippi, Inc. -- Biloxi and CHC/GCI Biloxi Limited
Partnership. (Incorporated herein by reference to Exhibit
10.38 to the Company's Report on Form 10-K for the fiscal
year ended December 31, 1995)
10.40 Public Trust Tidelands Lease dated as of June 20, 1994 by
and between the State of Mississippi and CHC/GCI Biloxi
Limited Partnership. (Incorporated herein by reference to
Exhibit 10.39 to the Company's Report on Form 10-K for the
fiscal year ended December 31, 1995)
10.41 First Amendment to Public Trust Tidelands Lease dated as of
November 30, 1995 by and between the State of Mississippi
and Grand Casinos Biloxi Theater, Inc. (Incorporated herein
by reference to Exhibit 10.40 to the Company's Report on
Form 10-K for the fiscal year ended December 31, 1995)
10.42 Memorandum of Lease dated as of January 20, 1995 by and
between the Board of Levy Commissioners for the
Yazoo-Mississippi Delta and BL Development Corp.
(Incorporated herein by reference to Exhibit 10.41 to the
Company's Report on Form 10-K for the fiscal year ended
December 31, 1995)
10.43 First Amendment to Lease dated as of November 30, 1995 by
and between the Board of Levee Commissioners for the
Yazoo-Mississippi Delta and BL Development Corp.
(Incorporated herein by reference to Exhibit 10.42 to the
Company's Report on Form 10-K for the fiscal year ended
December 31, 1995)
10.44 Employment Agreement dated as of December 1, 1995, by and
between Grand Casinos, Inc., and Stanley M. Taube.
(Incorporated herein by reference to Exhibit 10.43 to the
Company's Report on Form 10-K for the fiscal year ended
December 31, 1995)
10.45 Participation Agreement dated as of May 10, 1996 among BL
Development Corp., Grand Casinos, Inc., Hancock Bank. The
Persons Listed on Schedule II, Bank of Scotland, First
Interstate Bank of Nevada and Societe Generale, Credit
Lyonnais, Los Angeles Branch, and BA Leasing & Capital
Corporation (Incorporated herein by reference to Exhibit
10.1 to the Company's Report on Form 10-Q for the quarter
ended June 30, 1996)
10.46 Lease Agreement and Deed of Trust dated as of May 10, 1996
between Hancock Bank and BL Development Corp (Incorporated
herein by reference to Exhibit 10.2 to the Company's Report
on Form 10-Q for the quarter ended June 30, 1996)
10.47 Loan Agreement dated as of May 10, 1996 among Hancock Bank;
BA Leasing & Capital Corporation; Bank of Scotland, First
Interstate Bank of Nevada and Societe Generale; and Credit
Lyonnais, Los Angeles Branch (Incorporated herein by
reference to Exhibit 10.3 to the Company's Report on Form
10-Q for the quarter ended June 30, 1996)
10.48 Trust Agreement dated as of May 10, 1996 between BL
Development Corp., as Guarantor, and Hancock Bank, as
Trustee (Incorporated herein by reference to Exhibit 10.4 to
the Company's Report on Form 10-Q for the quarter ended June
30, 1996)
10.49 Security Agreement and Assignment of Rents and Leases dated
as of May 10, 1996 between Hancock Bank and BA Leasing &
Capital Corporation (Incorporated herein by reference to
Exhibit 10.5 to the Company's Report on Form 10-Q for the
quarter ended June 30, 1996)
10.50 Construction Agency Agreement dated as of May 10, 1996
between Hancock Bank and BL Development Corp. (Incorporated
herein by reference to Exhibit 10.6 to the Company's Report
on Form 10-Q for the quarter ended June 30, 1996)
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10.51 Guaranty dated as of May 10, 1996 of Grand Casinos, Inc. and
its Subsidiaries in favor of The Beneficiaries Named
(Incorporated herein by reference to Exhibit 10.7 to the
Company's Report on Form 10-Q for the quarter ended June 30,
1996)
10.52 Deed of Trust, Assignment of Rents and Leases and Security
Agreement dated as of May 10, 1996 by and among BL
Development Corp., Hancock Bank, James R. McIlwain and BA
Leasing & Capital Corporation (Resort Hotel) (Incorporated
herein by reference to Exhibit 10.8 to the Company's Report
on Form 10-Q for the quarter ended June 30, 1996)
10.53 Deed of Trust, Assignment of Rents and Leases and Security
Agreement dated as of May 10, 1996 by and among BL
Development Corp., Hancock Bank, James R. McIlwain and BA
Leasing & Capital Corporation (Barge Equipment)
(Incorporated herein by reference to Exhibit 10.9 to the
Company's Report on Form 10-Q for the quarter ended June 30,
1996)
10.54 Third Preferred Mortgage by BL Development Corp. in favor of
First Security Bank of Utah, National Association, as
Trustee and Mortgagee for BA Leasing & Capital Corporation,
as Agent. (Incorporated herein by reference to Exhibit 10.10
to the Company's Report on Form 10-Q for the quarter ended
June 30, 1996)
10.55 Master Vessel Trust Agreement dated as of May 10, 1996
between BA Leasing & Capital Corporation, "Agent" and First
Security Bank of Utah, N.A., "Vessel Trustee" (Incorporated
herein by reference to Exhibit 10.11 to the Company's Report
on Form 10-Q for the quarter ended June 30, 1996)
10.56 Ground Lease dated as of May 10, 1996 by and between BL
Development Corp. and Hancock Bank (Incorporated herein by
reference to Exhibit 10.12 to the Company's Report on Form
10-Q for the quarter ended June 30, 1996)
10.57 Letter Agreement dated May 10, 1996 (Landlord Waiver and
Consent) (Incorporated herein by reference to Exhibit 10.13
to the Company's Report on Form 10-Q for the quarter ended
June 30, 1996)
10.58 Intercreditor Agreement dated as of May 10, 1996 among
American Bank National Association First Security Bank of
Utah, Grand Casinos, Inc., GCA Acquisition Subsidiary, Inc.,
and BA Leasing & Capital Corporation, and acknowledged and
accepted by each of Grand Casinos Resorts, Inc., Grand
Casinos of Mississippi, Inc. -- Gulfport, Grand Casinos of
Mississippi, Inc. Biloxi, Grand Casinos Biloxi Theater,
Inc., GCI Biloxi Hotel Acquisition Corporation, GCI Gulfport
Hotel Acquisition Corporation, Mille Lacs Gaming
Corporation, Grand Casinos of Louisiana, Inc. --
Tunica-Biloxi, Grand Casinos of Louisiana, Inc. --
Coushatta, GCA, and BL Development Corp. (Incorporated
herein by reference to Exhibit 10.14 to the Company's Report
on Form 10-Q for the quarter ended June 30, 1996)
10.59 Funding Agreement dated as of September 27, 1996 by and
among Grand Casinos, Inc. and Stratosphere Corporation
(Incorporated herein by reference to Exhibit 10.1 to the
Company's Report on Form 10-Q for the quarter ended
September 30, 1996)
10.60 Letter Agreement dated as of September 27, 1996 by and among
Grand Casinos, Inc., Stratosphere Corporation and
Stratosphere Gaming Corp. (Incorporated herein by reference
to Exhibit 10.2 to the Company's Report on Form 10-Q for the
quarter ended September 30, 1996)
10.61 Restructuring Agreement Regarding Pre-Negotiated Plan of
Reorganization by and among Stratosphere Corporation,
Stratosphere Gaming Corp. and Grand Casinos, Inc. and Member
of AD Hoc Committee of holders of $203,000,000 of 14 1/4%
First Mortgage Notes Due 2002. (Incorporated herein by
reference to Exhibit 99.2 to Stratosphere Corporation's Form
8-K dated January 6, 1997)
10.62 Fee Guidelines Agreement (Mille Lacs Facility) dated October
1, 1996 by and between The Corporate Commission of the Mille
Lacs Band of Ojibwe Indians and Mille Lacs Gaming
Corporation. (Incorporated herein by reference to Exhibit
10.61 to the Company's Report on Form 10-K for the fiscal
year ended December 29, 1996.)
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10.63 Management Agreement (Hinckley Facility) dated as of October
1, 1996 by and between The Corporate Commission of the Mille
Lacs Band of Chippewa Indians and Mille Lacs Gaming
Corporation. (Incorporated herein by reference to Exhibit
10.62 to the Company's Report on Form 10-K for the fiscal
year ended December 29, 1996.)
10.64 Fee Guidelines Agreement (Hinckley Facility) effective as of
October 1, 1996 by and between The Corporate Commission of
the Mille Lacs Band of Ojibwe Indians and Mille Lacs Gaming
Corporation. (Incorporated herein by reference to Exhibit
10.63 to the Company's Report on Form 10-K for the fiscal
year ended December 29, 1996.)
10.65 Amendment No. 1 to Participation Agreement, dated as of
March 28, 1997, among BL Development Corp., a Minnesota
corporation, as Lessee and Construction Agent; Grand
Casinos, Inc., a Minnesota corporation, and certain of its
subsidiaries listed therein as Guarantors; Hancock Bank, not
in its individual capacity, but solely as Lessor, Borrower
and Trustee; the persons listed therein, as Lenders; BANK OF
SCOTLAND, WELLS FARGO BANK, a national association,
(successor by merger to First Interstate Bank of Nevada),
and SOCIETE GENERALE, as Co-Agents; CREDIT LYONNAIS, THE LOS
ANGELES BRANCH, as Lead Manager; and BA LEASING CAPITAL
CORPORATION, a California corporation, as Arranger and
Agent. (Incorporated herein by reference to Exhibit 10.1 to
the Company's Report on Form 10-Q for the quarter ended
March 30, 1997.)
10.66 Limited Warranty, dated as of March 28, 1997. (Incorporated
herein by reference to Exhibit 10.2 to the Company's Report
on Form 10-Q for the quarter ended March 30, 1997.)
10.67 Participation Agreement, dated as of September 29, 1997, by
and among BL Resorts I, LLC, GCG Resorts I, LLC, Grand
Casinos, Inc. and its Subsidiaries Listed on Schedule I, as
Guarantors, Hancock Bank, the persons listed on Schedule II,
as Lenders, Societe Generale, the Sumitomo Bank, Limited,
and Wells Fargo Bank, a national association, as Co-Agents,
the Mitsubishi Trust and Banking Corporation, as Lead
Manager, and BA Leasing and Capital Corporation, as Arranger
and Administrative Agent, including Appendix. (Incorporated
herein by reference to Exhibit 10.1 to the Company's Report
on Form 10-Q for the quarter ended September 28, 1997.)
10.68 Master Lease Agreement and Deed of Trust, dated as of
September 29, 1997, between Hancock Bank and BL Resorts I,
LLC and GCG Resorts I, LLC. (Incorporated herein by
reference to Exhibit 10.2 to the Company's Report on Form
10-Q for the quarter ended September 28, 1997.)
10.69 Reducing Revolving Loan Agreement, dated as of September 29,
1997, among Hancock Bank, BA Leasing and Capital
Corporation, Societe Generale, The Sumitomo Bank, Limited,
and Wells Fargo Bank, a national association, the Mitsubishi
Trust and Banking Corporation and the persons named on
Schedule I as Lenders. (Incorporated herein by reference to
Exhibit 10.3 to the Company's Report on Form 10-Q for the
quarter ended September 28, 1997.)
10.70 Trust Agreement, dated as of September 29, 1997, between BL
Resorts I, LLC and GCG Resorts I, LLC and Hancock Bank.
(Incorporated herein by referenced to Exhibit 10.4 to the
Company's Report on Form 10-Q for the quarter ended
September 28, 1997.)
10.71 Guaranty, dated as of September 29, 1997, of Grand Casinos,
Inc., and its Subsidiaries named therein in favor of the
Beneficiaries named therein. (Incorporated herein by
referenced to Exhibit 10.5 to the Company's Report on Form
10-Q for the quarter ended September 28, 1997.)
10.72 Purchase Agreement, dated as of October 9, 1997, by and
among Grand Casinos, Inc., the Guarantors and Donaldson,
Lufkin & Jenrette Securities Corporation. (Incorporated
herein by referenced to Exhibit 10.1 to the Company's
Registration Statement on Form S-4, as amended, File No.
333-39009.)
10.73*** Employment Agreement between Grand Casinos, Inc. and Lyle
Berman, dated November 10, 1997.
10.74*** Employment Agreement between Grand Casinos, Inc. and Thomas
J. Brosig, dated November 10, 1997.
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10.75*** Employment Agreement between Grand Casinos Nevada I, Inc.
and Stanley M. Taube, dated December 20, 1997.
10.76*** Lease Agreement, dated as of June 17, 1996, by and between
Brooks Family Trust and Nevada Brooks Cook as Landlord and
Cloobeck Enterprises and Grand Casinos Nevada I, Inc. as
Tenants.
10.77*** First Amendment to Ground Lease, dated November 25, 1997, by
and between MacGregor Income Properties West I, Inc. and
Grand Casinos Nevada I, Inc.
10.78*** Ground Lease, dated July 31, 1996, by and between MacGregor
Income Properties West I, Inc. and Cloobeck Enterprises.
10.79*** Indemnification Agreement, dated as of December 31, 1997,
and between Grand Casinos, Inc. and Lyle Berman.
13 ** Selected portions of the Annual Report to Shareholders
for the fiscal year ended December 28, 1997.
21 *** Subsidiaries of the Registrant.
23.1 *** Consent of Arthur Andersen LLP.
23.2 *** Consent of Arthur Andersen LLP.
27 ** Restated Financial Data Schedule
99 *** Consolidated Financial Statements of Stratosphere
Corporation
- -------------------------
* Management Compensatory Plan or Arrangement.
** Filed herewith.
*** Previously filed.
(b) Reports on Form 8-K. The Company did not file any Current Reports on
Form 8-K during the fourth quarter ended December 28, 1997.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
GRAND CASINOS, INC.
Registrant
By: /s/ TIMOTHY J. COPE
------------------------------------
Name: Timothy J. Cope
Title: Executive Vice President, Chief
Financial Officer and Secretary
Date: October 13, 1998
41