-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, f9kRC3XyGb02eB+9jo7TAZ7hgQe/cn2AIREtd+l3xDUpPkOSPRnP42eiFLLwHUMV JYbgK6bEmSSlPSmL9U1ogA== 0000016095-94-000028.txt : 19941216 0000016095-94-000028.hdr.sgml : 19941216 ACCESSION NUMBER: 0000016095-94-000028 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941215 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAESARS WORLD INC CENTRAL INDEX KEY: 0000016095 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 590773674 STATE OF INCORPORATION: FL FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05976 FILM NUMBER: 94564925 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK E STE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105522711 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST STREET 2: SUITE 2600 CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: LUMS INC DATE OF NAME CHANGE: 19720123 8-A12B/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A Amendment Number 2 Amendment No. 1 to Form 8-A, filed January 19, 1989, and Form 8-A, filed February 10, 1989 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CAESARS WORLD, INC. (Exact name of registrant as specified in its charter) Florida 59-0773674 (State of incorporation or organization) (I.R.S. Employer identification No.) 1801 Century Park West Suite 2600 Los Angeles, California 90067 (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered Preferred Stock Purchase Rights New York Stock Exchange Pacific Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Page 1 of 6 Pages Exhibit Index is on Page 4 Item 1. Description of Securities to be Registered. Item 1 is hereby supplemented as follows: On December 9, 1994, the Company and First Chicago Trust Company of New York (as successor to Morgan Shareholder Services Trust Company) (the "Rights Agent") entered into Amendment No. 1 to Rights Agree ment (the "Amendment") which amended the Rights Agreement, dated January 18, 1989, between the Company and the Rights Agent. The Amendment imposes a pre-condition that there be a determination by the Board of Directors as to whether it is in the best interests of the Company to determine that a person or entity would be an "Unqualified Gaming Person" (as defined in the Rights Agreement). No other provisions of the Rights Agreement were affected. Item 2. Exhibits. Exhibit 1 Amendment No. 1 to Rights Agreement, dated as of December 9, 1994, between Caesars World, Inc. and First Chicago Trust Company of New York. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the undersigned, thereto duly authorized. Date: December 15, 1994 CAESARS WORLD, INC. Name: /s/Philip L. Ball Title: Senior Vice President EXHIBIT INDEX Sequentially Numbered Exhibit Description Page 1 Amendment No. 1 5 to Rights Agreement, dated as of December 9, 1994, between Caesars World, Inc. and First Chicago Trust Company of New York. EX-1 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1, dated as of December 9, 1994, to the Rights Agreement dated as of January 10, 1989 (the "Rights Agreement"), between Caesars World, Inc., a Florida corporation (the "Company"), and Morgan Shareholder Services Trust Company, a New York corporation, as Rights Agent. WHEREAS, First Chicago Trust Company of New York, a New York corporation, is the successor corporation to Morgan Shareholder Services Trust Company and is now the Rights Agent under the above-described Rights Agreement (the "Rights Agent"); WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein); WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 26 of the Rights Agreement; NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. Section 11(a)(ii)(C) of the Rights Agreement is amended in its entirety, as follows: "(C) any Person, alone or together with its Affiliates and Associates, shall, at any time after the date of this Agreement and at a time when the Company or a Subsidiary of the Company holds one or more licenses from the Nevada Gaming Commission, becomes the Beneficial Owner of (i) 10% or more of the shares of Common Stock then outstanding without being found suitable by the Nevada Gaming Commission and without being found qualified by the New Jersey Casino Control Commission or (ii) 10% or more of the shares of Common Stock then outstanding (or such higher percentage as the Nevada Gaming Commission shall have previously determined that such Person may beneficially own without such beneficial ownership constituting, or being presumed to constitute, control of the Company), unless such Person has received prior approval to acquire control of the Company by final order of the Commission, and, in the case of both clauses (i) and (ii), the Board of Directors has determined (with the concurrence of a majority of the members of the Board who are not employees of the Company), after reasonable inquiry and investigation, including consultation with such persons as such directors shall deem appropriate, that such Beneficial Ownership is not in the best interests of the Company (any such Person referred to in clauses (i) or (ii) and with respect to which the determination of the Board of Directors specified in this paragraph (C) has been rendered, an "Unqualified Gaming Person")." 2. The foregoing amendment shall be effective as of the date hereof and, except as set forth herein, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 3. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and their respective corporate seals to be hereunto affixed, all as of the day and year first above written. CAESARS WORLD, INC. (SEAL) By: /s/Philip L Ball Name: Philip L Ball Title: Senior Vice President FIRST CHICAGO TRUST COMPANY OF NEW YORK, as Rights Agent (SEAL) By: /s/Ralph Persico Name: Ralph Persico Title: Customer Service Officer -----END PRIVACY-ENHANCED MESSAGE-----