As filed with the Securities and Exchange Commission on February 27, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
BALLY'S GRAND, INC.
(Name of issuer)
BALLY'S GRAND, INC.
HILTON HOTELS CORPORATION
(Name of person(s) filing statement)
Common Stock, Par Value $0.01 per share CUSIP No. 05873J101
Warrants to Purchase Common Stock CUSIP No. 05873J119
(Title of Class of Securities) (CUSIP Number of Class of Securities)
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Bally's Grand, Inc. Hilton Hotels Corporation
David Arrajj Thomas E. Gallagher
Vice President and General Counsel Executive Vice President and
Bally's Grand, Inc. General Counsel
3645 Las Vegas Boulevard South Hilton Hotels Corporation
Las Vegas, Nevada 89109 9336 Civic Center Drive
(702) 739-4111 Beverly Hills, California 90210
(310) 278-4321
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of person(s) filing statement)
COPIES TO:
Cynthia A. Rotell, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
This statement is filed in connection with (check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [X] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies. [ ]
CALCULATION OF FILING FEE
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Transaction Valuation (1) Amount of Filing Fee (2)
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$43,541,139 $8,710
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[ ] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing by
registration statement number, or the Form or Schedule and the date of
its filing.
Amount previously paid: _______________ Filing party:_____________________
Form or registration no.:______________ Date filed:_______________________
Instruction. Eight copies of this statement, including all exhibits,
should be filed with the Commission.
(1) The amount shown was estimated solely for purposes of calculating the
filing fee. The filing fee was determined based upon (a) 617,230
outstanding shares of Common Stock, par value $0.01 per share ("BGI
Common Stock"), of Bally's Grand, Inc. ("BGI") (excluding shares owned
by Hilton Hotels Corporation ("Hilton") and its affiliates) for a
consideration of $51.37 per share; and (b) 286,053.5 outstanding
Warrants to purchase shares of Common Stock ("BGI Warrants") (excluding
BGI Warrants owned by Hilton and its affiliates) for a consideration of
$41.37 per BGI Warrant.
(2) The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, as amended, equals 1/50th of one
percent of the Transaction Value. This fee was previously paid with the
initial filing of this Schedule 13E-3 on February 10, 1998 (the "Initial
Filing").
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CROSS REFERENCE SHEET
ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is Bally's Grand, Inc. ("BGI") and its
principal executive office is located at 3645 Las Vegas
Boulevard South, Las Vegas, Nevada 89109.
(b)(c)(d) The classes of securities to which this Statement relates are
BGI's Common Stock, par value $0.01 per share ("Common Stock")
and BGI's Warrants to purchase shares of Common Stock. The
information set forth in "Market Price Information" and "Certain
Information Concerning BGI" in the Transaction Statement is
incorporated by reference herein.
(e) Not applicable.
(f) The information set forth in "Market Price Information" and
"Special Factors--Background of the Merger" in the Transaction
Statement is incorporated herein by reference. Except as
disclosed in the Transaction Statement, neither Hilton nor BGI
has made any purchases of Common Stock or Warrants since January
1, 1996.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d)
and (g) This Schedule 13e-3 is being filed by Bally's Grand, Inc.
("BGI"), the issuer of the Common Stock and the Warrants, and by
Hilton Hotels Corporation ("Hilton"). BGI is a subsidiary of
Hilton. The information set forth in "Certain Information
Concerning BGI" and "Certain Information Concerning Hilton and
Merger Sub" in the Transaction Statement is incorporated herein
by reference.
(e)and(f) During the last five years, none of BGI or Hilton or, to the
best of their knowledge, any of their respective executive
officers and directors, (i) have been convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors), or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment,
decree or final order enjoining further violations of, or
prohibiting activities subject to, Federal or State securities
laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) The information set forth in "Special Factors--Background of the
Merger" and "--Plans for BGI Following the Merger" and "Special
Factors--Interests of Certain Persons in Securities of BGI and
the Merger" in the Transaction Statement is incorporated herein
by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in "Special Factors--Background of the
Merger" and "The Merger--The Merger Agreement" in the
Transaction Statement is incorporated herein by reference.
(b) Not applicable.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(b) Not applicable.
(c)-(e) The information set forth in "Special Factors--Plans for BGI
Following the Merger" in the Transaction Statement is
incorporated herein by reference.
(f) The information set forth in "Special Factors--Certain Effects
of the Merger" in the Transaction Statement is incorporated
herein by reference.
(g) Not applicable.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in "The Merger--Source and Amount of
Funds" in the Transaction Statement is incorporated herein by
reference.
(b) The information set forth in "The Merger--Fees and Expenses" in the
Transaction Statement is incorporated herein by reference.
(c) Not applicable.
(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)(c)
and (d) The information set forth in "Special Factors--Background of the
Merger;" "Special Factors--Purpose of and Reasons for the
Merger;" "Special Factors--Background of the Merger--Certain
Effects of the Merger," "The Merger--The Merger Agreement" and
"The Merger--Material Federal Income Tax Consequences" in the
Transaction Statement is incorporated herein by reference.
(b) Not applicable.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)(b)(e) The Information set forth on the cover page of the Transaction
Statement, and "Special Factors--Determinations by the Board;
Fairness of the Merger" in the Transaction Statement is
incorporated herein by reference.
(c) The information set forth on the cover page of the Transaction
Statement and "Introduction" in the Transaction Statement is
incorporated by reference herein.
(d) The information set forth in "Special Factors--Determinations by
the Board; Fairness of the Merger" is incorporated herein by
reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in "Special Factors--Determinations by
the Board; Fairness of the Merger" and "Special
Factors--Background of the Merger" in the Transaction Statement
is incorporated herein by reference.
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ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "Special Factors--Interests of
Certain Persons in Securities of BGI and the Merger" in the
Transaction Statement is incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in "Special Factors--Background of the
Merger" and "The Merger--The Merger Agreement" in the Transaction
Statement is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) Not applicable.
(b) The information set forth on the cover page and in "Special
Factors--Determinations by the Board; Fairness of the Merger" in
the Transaction Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "Transaction Statement"; "Special
Factors--Background of the Merger"; and "The Merger--Appraisal
Rights of Common Stockholders" is incorporated herein by
reference.
(b)-(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "Certain Information Concerning
BGI--Summary Financial Data of BGI" in the Transaction Statement
and the Audited Financial Statements included in BGI's Annual
Report on Form 10-K for its year ended December 31, 1996, a copy
of which is filed as Exhibit (d)(4) hereto, and included in
BGI's Form 10-Q for the nine month period ended September 30,
1997, a copy of which is filed as Exhibit (d)(5) hereto, are
incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a)-(b) Not applicable.
ITEM 16. ADDITIONAL INFORMATION.
All of the information contained in the Transaction Statement is
incorporated by reference herein in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
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(b) Opinions of Ladenburg Thalmann & Co. Inc., incorporated by
reference from Annex IV and Annex V to the Transaction Statement
filed as Exhibit (d)(1) hereto.
(c)(1) The Agreement and Plan of Merger among BGI, Hilton and CHLV
dated as of February 6, 1998, incorporated by reference from
Annex I to the Transaction Statement filed as Exhibit (d)(1)
hereto.
(c)(2) Memorandum of Understanding dated June 12, 1997. Previously
filed with the Initial Filing.
(c)(3) Stipulation of Settlement dated August 7, 1997. Previously
filed with the Initial Filing.
(c)(4) Final Order and Judgment dated October 9, 1997. Previously
filed with the Initial Filing.
(d)(1) Transaction Statement.
(d)(2) Form of Letter of Transmittal, incorporated by reference from
Annex II to the Transaction Statement filed as Exhibit (d)(1)
hereto.
(d)(3) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 to be included with the Letter of
Transmittal.
(d)(4) Annual Report on Form 10-K of BGI for the fiscal year ended
December 31, 1996. Previously filed with the Initial Filing.
(d)(5) Quarterly Report on Form 10-Q of BGI for the nine month period
ended September 30, 1997. Previously filed with the Initial Filing.
(d)(6) Proxy Statement for Annual Meeting of Stockholders Held
February 7, 1997. Previously filed with the Initial Filing.
(e)(1) Text of Section 262 of the Delaware General Corporation Law,
incorporated by reference from Annex III to the Transaction
Statement filed as Exhibit (d)(1) hereto.
(e)(2) The information set forth in "The Merger--Appraisal Rights of
Dissenting Stockholders" in the Transaction Statement is
incorporated herein by reference.
(f) Not applicable.
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SIGNATURES
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: February 26, 1998 BALLY'S GRAND, INC.
By: /s/ DAVID ARRAJJ
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Name: David Arrajj
Title: Vice President and General
Counsel
HILTON HOTELS CORPORATION
By: /s/ THOMAS E. GALLAGHER
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Name: Thomas E. Gallagher
Title: Executive Vice President
and General Counsel
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EXHIBIT INDEX
17(a) Not applicable.
17(b) Opinions of Ladenburg Thalmann & Co. Inc., incorporated by
reference from Annex IV and Annex V to the Transaction Statement
filed as Exhibit (d)(1) hereto.
17(c)(1) The Agreement and Plan of Merger among BGI, Hilton and CHLV dated as
of February 6, 1998, incorporated by reference from Annex I to the
Transaction Statement filed as Exhibit (d)(1) hereto.
17(c)(2) Memorandum of Understanding dated June 12, 1997. Previously
filed with the Initial Filing.
17(c)(3) Stipulation of Settlement dated August 7, 1997. Previously
filed with the Initial Filing.
17(c)(4) Final Order and Judgment dated October 9, 1997. Previously
filed with the Initial Filing.
17(d)(1) Transaction Statement.
17(d)(2) Form of Letter of Transmittal, incorporated by reference from Annex
II to the Transaction Statement filed as Exhibit (d)(1) hereto.
17(d)(3) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 to be included with the Letter of Transmittal.
17(d)(4) Annual Report on Form 10-K of BGI for the fiscal year ended December
31, 1996. Previously filed with the Initial Filing.
17(d)(5) Quarterly Report on Form 10-Q of BGI for the nine month period ended
September 30, 1997. Previously filed with the Initial Filing.
17(d)(6) Proxy Statement for Annual Meeting of Stockholders Held February 7,
1997. Previously filed with the Initial Filing.
17(e)(1) Text of Section 262 of the Delaware General Corporation Law,
incorporated by reference from Annex III to the Transaction
Statement filed as Exhibit (d)(1) hereto.
17(e)(2) The information set forth in "The Merger--Appraisal Rights of
Dissenting Stockholders" in the Transaction Statement is
incorporated herein by reference.
17(f) Not applicable.
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