PARK PLACE ENTERTAINMENT CORP
8-K, 1998-12-16
HOTELS & MOTELS
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<PAGE>

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC  20549

                                 ----------------

                                    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 15, 1998
        
        
                       Park Place Entertainment Corporation
                       ------------------------------------
                          (Exact Name of Registrant as
                              Specified in Charter)



         Delaware                  1-14573                   88-0400631
     ----------------            ------------              --------------
     (State or Other             (Commission                (IRS Employer
     Jurisdiction of                File                    Identification
      Incorporation)               Number)                       No.)



                         3930 Howard Hughes Parkway
                          Las Vegas, Nevada 89109
                      --------------------------------
                            (Address of Principal
                              Executive Offices)


                              (702) 699-5000
                       ----------------------------
                         (Registrant's telephone
                       number, including area code)


<PAGE>

ITEM 5.   OTHER EVENTS

      A copy of the Registrant's press release, dated December 15, 1998, is 
attached hereto as Exhibit 99 and incorporated herein by reference.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          7(c) Exhibits
               --------
                 99     Press Release of Park Place Entertainment Corporation
                        dated December 15, 1998.




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<PAGE>

          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:  December 16, 1998      By:  /s/     SCOTT A. LAPORTA
                                   -------------------------------------------
                                   Name:   Scott A. LaPorta
                                   Title:  Executive Vice President and
                                           Chief Financial Officer


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<PAGE>

                                        Contact:  Geoffrey Davis
                                                  VP-Corp. Communications
                                                  310-205-4541 CA
                                                  702-699-5037 NV


        PARK PLACE ENTERTAINMENT CORPORATION ANNOUNCES PRICING 
                OF SENIOR SUBORDINATED NOTE OFFERING

LAS VEGAS, Nevada-December 15, 1998-Park Place Entertainment Corporation 
("Park Place") announced today that it has priced a private placement of $400 
million in aggregate principal amount of Senior Subordinated Notes due 2005 to 
be sold to qualified institutional buyers.  The Notes are being offered in 
anticipation of the proposed spin-off of Park Place from Hilton Hotels 
Corporation and the proposed merger of Park Place with the Mississippi gaming 
operations of Grand Casinos, Inc.

The Notes will bear interest at a rate of 7-7/8% per annum and have a 
seven-year term.  The Notes may be redeemed, in whole but not in part, by the 
Company at any time at a make whole premium.

The Notes have not been registered under the Securities Act of 1933, as 
amended, or applicable state securities law, and may not be offered or sold in 
the United States absent registration under the Securities Act and applicable 
securities laws or available exemptions from the registration requirements.

Park Place will be the world's largest gaming company, as measured by casino 
square footage and revenues, and will be the only casino gaming company with 
a leading presence in Nevada, New Jersey and Mississippi- the three largest 
gaming markets in the United States.

This press release is being made pursuant to the requirements of Rule 135c of 
the Securities Act of 1933.


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