As filed with the Securities and Exchange Commission on April 2, 1998
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(Final Amendment)
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
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
Bally's Grand, Inc. and 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 Final Amendment, which is being filed pursuant to the requirements
of Rule 13e-3(d)(3) promulgated under the Securities Exchange Act of 1934, as
amended, supplements and amends the Rule 13E-3 Transaction Statement on
Schedule 13E-3 originally filed on February 10, 1998, as amended on February
27, 1998 and March 6, 1998, by Bally's Grand, Inc., a Delaware corporation
("BGI") and Hilton Hotels Corporation, a Delaware corporation ("Hilton"), in
connection with the merger (the "Merger") of a subsidiary of Hilton with and
into BGI.
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ITEM 16. ADDITIONAL INFORMATION
The Merger became effective on March 26, 1998. Upon the effectiveness of
the Merger, (i) each share of common stock, par value $0.01 per share of BGI
(excluding shares owned by Hilton and its affiliates) ("BGI Common Stock")
outstanding immediately prior thereto was converted into the right to receive
from Hilton $51.37 in cash (representing $52.75 per share less a pro rata
percentage of certain court-awarded attorney's fees and expenses), without
interest thereon, subject to the rights of holders thereof to seek an appraisal
of their shares under Section 262 of the General Corporation Law of the State of
Delaware, (ii) each warrant to purchase shares of BGI Common Stock ("BGI
Warrants") outstanding immediately prior thereto was converted into the right to
receive from Hilton $41.37 in cash (representing $42.75 per BGI Warrant less the
pro rata percentage of certain court-awarded attorney's fees and expenses),
without interest thereon, and (iii) BGI became a wholly owned subsidiary of an
indirect wholly owned subsidiary of Hilton.
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth above in this statement is
true, complete and correct.
Dated: April 2, 1998 BALLY'S GRAND, INC.
By: /s/ David Arrajj
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David Arrajj
Vice President and General Counsel
HILTON HOTELS CORPORATION
By: /s/ Thomas E. Gallagher
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Thomas E. Gallagher
Executive Vice President and General Counsel
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