SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 31, 1998
Park Place Entertainment Corporation
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(Exact Name of Registrant as
Specified in Charter)
Delaware 1-14573 88-0400631
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(State or Other (Commission (IRS Employer
Jurisdiction of File Identification
Incorporation) Number) No.)
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
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(Address of Principal
Executive Offices)
(702) 699-5000
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(Registrant's telephone
number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1998, following the Hilton Distribution (as defined in
Item 5 below), the Registrant acquired Grand Casinos, Inc. ("Grand") by means
of a merger (the "Merger"). At the time of the Merger, Grand's assets
consisted of Grand's gaming operations located in the State of Mississippi.
Immediately prior to the Merger, Grand separated its Mississippi gaming
business from its non-Mississippi business (comprised primarily of the
management of Indian-owned casinos and certain other assets and liabilities)
through the distribution of all of the common stock of Lakes Gaming, Inc.
("Lakes") to the shareholders of Grand (the "Lakes Distribution"). Following
the Lakes Distribution, a wholly owned subsidiary of the Registrant merged
with and into Grand, with Grand surviving the Merger and becoming a
wholly-owned subsidiary of the Registrant. Grand shareholders received one
share of common stock of the Registrant, plus the associated stockholders'
rights, in exchange for each share of Grand common stock in the Merger.
ITEM 5. OTHER EVENTS
On December 31, 1998, Hilton Hotels Corporation ("Hilton") completed the
distribution of all of the common stock of the Registrant, plus the
associated stockholders' rights, to Hilton stockholders (the "Hilton
Distribution"). Following the Hilton Distribution, the Registrant consummated
the Merger. On January 4, 1999, the Registrant's common stock began regular
way trading on the New York Stock Exchange under the trading symbol "PPE."
In connection with the Hilton Distribution and the Merger, the
Registrant engaged in the following financing transactions:
(a) the Registrant issued $400 million aggregate principal amount of 7
7/8% Senior Subordinated Notes due 2005 to certain institutional investors
pursuant to Rule 144A of the Securities Act of 1933, as amended;
(b) the Registrant entered into revolving credit facility agreements
providing for borrowings of up to $2.15 billion, copies of which are filed as
exhibits hereto, and on December 31, 1998 the Registrant borrowed $810,000,000
under the five-year revolving credit facility to pay its pro rata portion of
Hilton's corporate bank debt balances and to fund the defeasance of $115
million aggregate principal amount of Grand's 9% Senior Notes due 2004;
(c) the Registrant assumed the payment obligations under $625 million
of outstanding public notes of Hilton; and
(d) the Registrant purchased $444,467,000 aggregate principal amount of
the 10-1/8% First Mortgage Notes due 2003 (the "Notes") of Grand pursuant to
the Registrant's Offer to Purchase and Consent Solicitation Statement dated
November 9, 1998. The Notes accepted for purchase represented approximately
99% of the outstanding Notes;
On December 29, 1998, the Board of Directors of the Registrant adopted a
Preferred Share Purchase Rights Plan ("Plan") which is attached hereto as an
exhibit. Additional information concerning the Plan is available in the
Registrant's Form 8-A filed with the Securities and Exchange Commission on
December 30, 1998.
A copy of the Registrant's press release dated December 31, 1998 is
attached hereto as Exhibit 99.14 and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
It is impractical for the Registrant to provide at this time the audited
financial statements of Grand following the Lakes Distribution and the unaudited
financial statements for the third quarter of 1998. The Registrant intends to
file such financial information as an amendment to this Form 8-K as soon as
practicable but no later than March 16, 1999.
(b) PRO FORMA FINANCIAL INFORMATION.
The pro forma financial information with respect to the Hilton Distribution
and the Merger was previously reported by the Registrant in Amendment No. 1 to
its Registration Statement on Form 10 filed with the Commission on December 18,
1998 and in its Registration Statement on Form S-4 (Registration No. 333-65645)
filed with the Commission on October 23, 1998.
(c) EXHIBITS.
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of June 30, 1998, by and
among Hilton Hotels Corporation, the Registrant, Gaming Acquisition
Corporation, GCI Lakes, Inc. and Grand Casinos, Inc. (incorporated
by reference from Exhibit 2.1 to the Form 10-Q for the quarter
ended June 30, 1998 of HIlton Hotels Corporation).
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Exhibit 4.1 to the Registration
Statement on Form S-8 of the Registrant filed with the Commission on
December 22, 1998.)
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference from Exhibit 4.2 to the Registration Statement on Form S-8
of the Registrant filed with the Commission on December 22, 1998.)
4.3 Rights Agreement dated as of December 29, 1998 by and among the
Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated by reference from Exhibit 1 to the Registrant's
Form 8-A filed with the Commission on December 30, 1998).
4.4 First Supplemental Indenture dated as of December 31, 1998
by and among Hilton Hotels Corporation, BNY Western Trust
Company, as Trustee, and the Registrant, to the Indenture
dated as of April 15, 1997 between the Hilton Hotels
Corporation and BNY Western Trust Company, as Trustee.
4.5 Indenture dated as of December 21, 1998 by and among the
Registrant and First Union National Bank, as trustee, with respect
to $400 million aggregate principal amount of 7 7/8% Senior
Subordinated Notes due 2005.
99.1 Distribution Agreement dated as of December 31, 1998 between
Hilton Hotels Corporation and the Registrant.
99.2 Debt Assumption Agreement dated as of December 31, 1998
between Hilton Hotels Corporation and the Registrant.
99.3 Assignment and License Agreement dated as of December 31,
1998 by and between Hilton Hotels Corporation, Conrad
International Royalty Corporation and the Registrant.
99.4 Hilton Hotels Corporation Corporate Services Agreement dated
as of December 31, 1998 by and between Hilton Hotels
Corporation and the Registrant.
99.5 Park Place Entertainment Corporation Corporate Services
Agreement dated as of December 31, 1998 by and between
Hilton Hotels Corporation and the Registrant.
99.6 Employee Benefits and Other Employment Matters Allocation
Agreement dated as of December 31, 1998 by and between
Hilton Hotels Corporation and the Registrant.
99.7 Tax Allocation and Indemnity Agreement dated as of
December 31, 1998 by and between Hilton Hotels Corporation
and the Registrant.
99.8 Non-Competition Agreements dated as of December 31, 1998
by and between Lyle Berman, Stanley M. Taube, Thomas J. Brosig and
the Registrant.
99.9 Short Term Credit Agreement dated as of December 31, 1998 among the
Registrant, Bank of America National Trust and Savings Association,
as Administrative Agent, and NationsBanc Montgomery Securities,
LLC, as Lead Arranger.
99.10 Five Year Credit Agreement dated as of December 31, 1998 among the
Registrant, Bank of America National Trust and Savings Association,
as Administrative Agent, and NationsBanc Montgomery Securities,
LLC, as Lead Arranger.
99.11 Employment Agreement between the Registrant and Arthur Goldberg.
99.12 Employment Agreement between the Registrant and Stephen Bollenbach.
99.13 Distribution Agreement between Grand and Lakes dated December 31,
1998.
99.14 Press Release of Park Place Entertainment Corporation dated
December 31, 1998.
2
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.
HILTON HOTELS CORPORATION
Dated: January 8, 1999 By: /s/ Scott A. LaPorta
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Name: Scott A. LaPorta
Title: Executive Vice President
and Chief Financial Officer
3
Exhibit Index
Exhibit
Number Description
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2.1 Agreement and Plan of Merger, dated as of June 30, 1998, by and
among Hilton Hotels Corporation, the Registrant, Gaming Acquisition
Corporation, GCI Lakes, Inc. and Grand Casinos, Inc. (incorporated
by reference from Exhibit 2.1 to the Form 10-Q for the quarter
ended June 30, 1998 of HIlton Hotels Corporation).
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Exhibit 4.1 to the Registration
Statement on Form S-8 of the Registrant filed with the Commission on
December 22, 1998.)
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference from Exhibit 4.2 to the Registration Statement on Form S-8
of the Registrant filed with the Commission on December 22, 1998.)
4.3 Rights Agreement dated as of December 29, 1998 by and among the
Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (incorporated by reference from Exhibit 1 to the Registrant's
Form 8-A filed with the Commission on December 30, 1998).
4.4 First Supplemental Indenture dated as of December 31, 1998
by and among Hilton Hotels Corporation, BNY Western Trust
Company, as Trustee, and the Registrant, to the Indenture
dated as of April 15, 1997 between the Hilton Hotels
Corporation and BNY Western Trust Company, as Trustee.
4.5 Indenture dated as of December 21, 1998 by and among the
Registrant and First Union National Bank, as trustee, with respect
to $400 million aggregate principal amount of 7 7/8% Senior
Subordinated Notes due 2005.
99.1 Distribution Agreement dated as of December 31, 1998 between
Hilton Hotels Corporation and the Registrant.
99.2 Debt Assumption Agreement dated as of December 31, 1998
between Hilton Hotels Corporation and the Registrant.
99.3 Assignment and License Agreement dated as of December 31,
1998 by and between Hilton Hotels Corporation, Conrad
International Royalty Corporation and the Registrant.
99.4 Hilton Hotels Corporation Corporate Services Agreement dated
as of December 31, 1998 by and between Hilton Hotels
Corporation and the Registrant.
99.5 Park Place Entertainment Corporation Corporate Services
Agreement dated as of December 31, 1998 by and between
Hilton Hotels Corporation and the Registrant.
99.6 Employee Benefits and Other Employment Matters Allocation
Agreement dated as of December 31, 1998 by and between
Hilton Hotels Corporation and the Registrant.
99.7 Tax Allocation and Indemnity Agreement dated as of
December 31, 1998 by and between Hilton Hotels Corporation
and the Registrant.
99.8 Non-Competition Agreements dated as of December 31, 1998
by and between Lyle Berman, Thomas J. Brosig, Stanley M.
Taube and the Registrant.
99.9 Short Term Credit Agreement dated as of December 31, 1998 among the
Registrant, Bank of America National Trust and Savings Association,
as Administrative Agent, and NationsBanc Montgomery Securities,
LLC, as Lead Arranger.
99.10 Five Year Credit Agreement dated as of December 31, 1998 among the
Registrant, Bank of America National Trust and Savings Association,
as Administrative Agent, and NationsBanc Montgomery Securities,
LLC, as Lead Arranger.
99.11 Employment Agreement between the Registrant and Arthur Goldberg.
99.12 Employment Agreement between the Registrant and Stephen Bollenbach.
99.13 Distribution Agreement between Grand and Lakes dated December 31,
1998.
99.14 Press Release of Park Place Entertainment Corporation dated
December 31, 1998.