<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PARK PLACE ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 88-0400631
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3930 HOWARD HUGHES PARKWAY 89109
LAS VEGAS, NEVADA 89109 (Zip Code)
(Address of principal executive offices)
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1991 GRAND CASINOS, INC. STOCK OPTION AND COMPENSATION PLAN, AS AMENDED
--------
CLIVE S. CUMMIS
EXECUTIVE VICE PRESIDENT - LAW &
CORPORATE AFFAIRS AND SECRETARY
PARK PLACE ENTERTAINMENT CORPORATION
3930 HOWARD HUGHES PARKWAY
LAS VEGAS, NV 89109
(702) 699-5000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPY TO:
CYNTHIA A. ROTELL, ESQ.
LATHAM & WATKINS
633 WEST FIFTH STREET, SUITE 4000
LOS ANGELES, CALIFORNIA 90071
(213) 485-1234
--------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
PROPOSED
AMOUNT PROPOSED MAXIMUM
OF SHARES MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value.............. 4,392,424 $6.94 $30,483,423 $9,000
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For purposes of computing the registration fee only, pursuant to Rule
457(h)(1), the proposed Maximum Offering Price Per Share is based on
$6.94, the average of the high and low prices for the common stock on
the New York Stock Exchange on January 7, 1999.
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant, Park Place Entertainment
Corporation, a Delaware corporation (the "Company"), are incorporated as of
their respective dates in this Registration Statement on Form S-8 (the
"Registration Statement") by reference:
(a) Amendment No. 1 to the Company's Registration Statement on Form
10 filed with the Commission on December 18, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1998;
(c) The Company's Current Reports on Form 8-K filed with the
Commission on November 25, 1998 and December 16, 1998; and
(d) Form 8-A filed with the Commission on December 30, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel
The legality of the securities registered hereby has been passed upon
by Clive S. Cummis, Executive Vice President-Law & Corporate Affairs and
Secretary of the Company. Mr. Cummis owns 2,600 shares of Common Stock and is
expected to hold options for approximately 500,000 shares of Common Stock
pursuant to an employment agreement Mr. Cummis is expected to enter into with
the Company.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware (the "DGCL")
empowers the Company to indemnify, subject to the standards set forth therein,
any person who is a party to any action in connection with any action, suit or
proceeding brought or threatened by reason of the fact that the person was a
director, officer, employee or agent of the Company, or is or was serving as
such with respect to
2
<PAGE>
another entity at the request of the Company. The DGCL also provides that the
Company may purchase insurance on behalf of any such director, officer, employee
or agent. Section 11.2 of the Certificate of Incorporation of the Company
provides that the Company will indemnify any person to whom, and to the fullest
extent, indemnification may be required or permitted under Section 145 of the
DGCL.
Section 102(b)(7) of the DGCL enables a Delaware corporation to provide
in its certificate of incorporation for the elimination or limitation of the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any such provision
cannot eliminate or limit a director's liability (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) under Section 174 of the DGCL (which imposes
liability on directors for unlawful payment of dividends or unlawful stock
purchase or redemption); or (4) for any transaction from which the director
derived an improper personal benefit. Section 11.1 of the Certificate of
Incorporation of the Company eliminates the liability of a director of the
Company to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by the DGCL.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
4.1 Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to
Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (File No. 333-69507))
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8
(File No. 333-69507))
4.3 1991 Grand Casinos, Inc. Stock Option and
Compensation Plan, as amended
5.1 Opinion of Clive S. Cummis
23.1 Consent of Clive S. Cummis (included as part of
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature page
of this Registration Statement)
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");
3
<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) shall not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3 and the
information to be included in a post-effective amendment to those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference
in this Registration Statement.
(2) That, for purposes of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel that
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of New Jersey, on this 7th day of
January, 1999.
PARK PLACE ENTERTAINMENT CORPORATION
By: /s/ Clive S. Cummis
-------------------------------------------------
Clive S. Cummis
Executive Vice President-Law & Corporate Affairs
and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Scott A. LaPorta and Clive S. Cummis, and each of them, with full power to act
without the other, such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Registration Statement,
and any and all amendments thereto (including pre- and post-effective
amendments) or any registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933,
as amended, and to file the same, with exhibits and schedules thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing necessary or
desirable to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons in their capacities and on the dates indicated.
<TABLE>
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SIGNATURE TITLE DATE
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<S> <C> <C>
Director
- -----------------------------
Lyle Berman
/s/ Stephen F. Bollenbach Chairman of the Board January 7, 1999
- -----------------------------
Stephen F. Bollenbach
/s/ A. Steven Crown Director January 7, 1999
- -----------------------------
A. Steven Crown
/s/ Clive S. Cummis Director, Executive Vice President - January 7, 1999
- ----------------------------- Law & Corporate Affairs and Secretary
Clive S. Cummis
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Arthur M. Goldberg Director, President and Chief Executive January 7, 1999
- ----------------------------- Officer (Principal
Arthur M. Goldberg Executive Officer)
/s/ Barron Hilton Director January 7, 1999
- -----------------------------
Barron Hilton
/s/ Eric M. Hilton Director January 7, 1999
- -----------------------------
Eric M. Hilton
/s/ Scott A. LaPorta Executive Vice President and Chief January 7, 1999
- ----------------------------- Financial Officer (Principal Financial
Scott A. LaPorta and Accounting Officer)
/s/ J. Kenneth Looloian Director January 7, 1999
- -----------------------------
J. Kenneth Looloian
/s/ Rocco J. Marano Director January 8, 1999
- -----------------------------
Rocco J. Marano
/s/ Gilbert Shelton Director January 8, 1999
- -----------------------------
Gilbert Shelton
</TABLE>
S-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation
of the Registrant (incorporated by reference to
Exhibit 4.1 to the Company's Registration
Statement on Form S-8 (File No. 333-69507))
4.2 Amended and Restated Bylaws of the Registrant
(incorporated by reference to Exhibit 4.2 to the
Company's Registration Statement on Form S-8
(File No. 333-69507))
4.3 1991 Grand Casinos, Inc. Stock Option and
Compensation Plan, As Amended
5.1 Opinion of Clive S. Cummis
23.1 Consent of Clive S. Cummis (included as part of
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (included on the signature page
of this Registration Statement)
</TABLE>
E-1
<PAGE>
EXHIBIT 4.3
GRAND CASINOS, INC.
1991 STOCK OPTION AND
COMPENSATION PLAN, AS AMENDED
1. PURPOSE. The purpose of the 1991 Stock Option and Compensation Plan
(the "Plan") of Grand Casinos, Inc. (the "Company") is to increase
stockholder value and to advance the interests of the Company by furnishing a
variety of economic incentives ("Incentives") designed to attract, retain and
motivate employees. Incentives may consist of opportunities to purchase or
receive shares of Common Stock, $0.01 par value, of the Company ("Common
Stock"), monetary payments or both on terms determined under this Plan.
The participation provisions set forth in Section 3 of this Plan have
been amended to reflect the following transactions, both of which occurred as
of December 31, 1998: (a) a distribution of all of the outstanding shares of
Lakes Gaming, Inc. (a wholly-owned subsidiary of the Company) to the
Company's shareholders and (b) the subsequent merger of the Company with a
subsidiary of Park Place Entertainment Corporation, with the Company as the
surviving corporation.
2. ADMINISTRATION. The Plan shall be administered by the stock option
committee (the "Committee") of the board of directors of the Company. The
Committee shall consist of not less than two directors of the Company and
shall be appointed from time to time by the board of directors of the
Company. Each member of the Committee shall be a "disinterested person"
within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, and
the regulations promulgated thereunder (the "1934 Act"). The board of
directors of the Company may from time to time appoint members of the
Committee in substitution for, or in addition to, members previously
appointed, and may fill vacancies, however caused, in the Committee. The
Committee shall select one of its members as its chairman and shall hold its
meetings at such times and places as it shall deem advisable. A majority of
the Committee's members shall constitute a quorum. All action of the
Committee shall be taken by the majority of its members. Any action may be
taken by a written instrument signed by majority of the members and actions
so taken shall be fully effective as if it had been made by a majority vote
at a meeting duly called and held. The Committee may appoint a secretary,
shall keep minutes of its meetings and shall make such rules and regulations
for the conduct of its business as it shall deem advisable. The Committee
shall have complete authority to award Incentives under the Plan, to
interpret the Plan, and to make any other determination which it believes
necessary and advisable for the proper administration of the Plan. The
Committee's decisions and matters relating to the Plan shall be final and
conclusive on the Company and its participants.
3. ELIGIBLE EMPLOYEES. Employees of the Company or its subsidiaries or
affiliates (including officers and directors, but excluding directors who are
not also employees of or consultants to the Company or its subsidiaries or
affiliates), shall become eligible to receive Incentives under the Plan when
designated by the Committee. Employees may be designated individually or by
groups or categories (for example, by pay grade) as the Committee deems
appropriate. Participation by officers of the Company or its subsidiaries or
affiliates and any performance objectives relating to such officers must be
approved by the Committee.
<PAGE>
Participation by others and any performance objectives relating to others may
be approved by groups or categories (for example, by pay grade) and authority
to designate participants who are not officers and to set or modify such
targets may be delegated. For purposes of any Incentive issued pursuant to
the Plan, service as an employee of Lakes Gaming, Inc. or any subsidiary or
affiliate thereof shall be deemed to be the equivalent of service as an
employee of the Company. For purposes of any Incentive issued pursuant to
the Plan, service after December 31, 1998, as an employee of Park Place
Entertainment Corporation or any subsidiary or affiliate thereof shall be
deemed to be the equivalent of service as an employee of the Company.
4. TYPES OF INCENTIVES. Incentives under the Plan may be granted in any
one or a combination of the following forms: (a) incentive stock options and
non-statutory stock options (section 6); (b) stock appreciation rights
("SARs") (section 7); (c) stock awards (section 8); (d) restricted stock
(section 8); (e) performance shares (section 9); and (f) cash awards (section
10).
5. SHARES SUBJECT TO THE PLAN.
5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section
11.6, the number of shares of Common Stock which may be issued under the
Plan shall not exceed 6,100,000 shares of Common Stock.
5.2. CANCELLATION. To the extent that cash in lieu of shares of Common
Stock is delivered upon the exercise of a SAR pursuant to Section 7.4,
the Company shall be deemed, for purposes of applying the limitation on
the number of shares, to have issued the greater of the number of shares
of Common Stock which it was entitled to issue upon such exercise or on
the exercise of any related option. In the event that a stock option or
SAR granted hereunder expires or is terminated or canceled unexercised
as to any shares of Common Stock, such shares may again be issued under
the Plan either pursuant to stock options, SARs or otherwise. In the
event that shares of Common Stock are issued as restricted stock or
pursuant to a stock award and thereafter are forfeited or reacquired by
the Company pursuant to rights reserved upon issuance thereof, such
forfeited and reacquired shares may again be issued under the Plan,
either as restricted stock, pursuant to stock awards or otherwise. The
Committee may also determine to cancel, and agree to the cancellation
of, stock options in order to make a participant eligible for the grant
of a stock option at a lower price than the option to be canceled.
5.3. TYPE OF COMMON STOCK. Common Stock issued under the Plan in
connection with stock options, SARs, performance shares, restricted
stock or stock awards, may be authorized and unissued shares.
6. STOCK OPTIONS. A stock option is a right to purchase shares of
Common Stock from the Company. Each stock option granted by the Committee
under this Plan shall be subject to the following terms and conditions:
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6.1. PRICE. The option price per share shall be determined by the
Committee, subject to adjustment under Section 11.6.
6.2. NUMBER. The number of shares of Common Stock subject to the option
shall be determined by the Committee, subject to adjustment as provided in
Section 11.6. The number of shares of Common Stock subject to a stock option
shall be reduced in the same proportion that the holder thereof exercises a
SAR if any SAR is granted in conjunction with or related to the stock option.
6.3. DURATION AND TIME FOR EXERCISE. Subject to earlier termination as
provided in Section 11.4, the term of each stock option shall be determined
by the Committee but shall not exceed ten years and one day from the date of
grant. Each stock option shall become exercisable at such time or times
during its term as shall be determined by the Committee at the time of grant.
The Committee may accelerate the exercisability of any stock option.
Subject to the foregoing and with the approval of the Committee, all or any
part of the shares of Common Stock with respect to which the right to
purchase has accrued may be purchased by the Company at the time of such
accrual or at any time or times thereafter during the term of the option.
6.4. MANNER OF EXERCISE. A stock option may be exercised, in whole or
in part, by giving written notice to the Company, specifying the number of
shares of Common Stock to be purchased and accompanied by the full purchase
price for such shares. The option price shall be payable in United States
dollars upon exercise of the option and may be paid by cash; uncertified or
certified check; bank draft; by delivery of shares of Common Stock in payment
of all or any part of the option price, which shares shall be valued for this
purpose at the Fair Market Value on the date such option is exercised; by
instructing the Company to withhold from the shares of Common Stock issuable
upon exercise of the stock option shares of Common Stock in payment of all or
any part of the option price, which shares shall be valued for this purpose
at the Fair Market Value or in such other manner as may be authorized from
time to time by the Committee. Prior to the issuance of shares of Common
Stock upon the exercise of a stock option, a participant shall have no rights
as a stockholder.
6.5. INCENTIVE STOCK OPTIONS. Notwithstanding anything in the Plan to
the contrary, the following additional provisions shall apply to the grant of
stock options which are intended to qualify as Incentive Stock Options (as
such term is defined in Section 422A of the Internal Revenue Code of 1986, as
amended):
(a) The aggregate Fair Market Value (determined as of the time the
option is granted) of the shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any
participant during any calendar year (under all of the Company's plans)
shall not exceed $100,000.
(b) Any Incentive Stock Option certificate authorized under the
Plan shall contain such other provisions as the Committee shall deem
advisable, but
3
<PAGE>
shall in all events be consistent with and contain all provisions
required in order to qualify the options as Incentive Stock Options.
(c) All Incentive Stock Options must be granted within ten years
from the earlier of the date on which this Plan was adopted by board of
directors or the date this Plan was approved by the stockholders.
(d) Unless sooner exercised, all Incentive Stock Options shall
expire no later than 10 years after the date of grant.
(e) The option price for Incentive Stock Options shall be not less
than the Fair Market Value of the Common Stock subject to the option on
the date of grant.
(f) No Incentive Stock Options shall be granted to any participant
who, at the time such option is granted, would own (within the meaning
of Section 422A of the Code) stock possessing more than 10% of the total
combined voting power of all classes of stock of the employer
corporation or of its parent or subsidiary corporation.
7. STOCK APPRECIATION RIGHTS. A SAR is a right to receive, without
payment to the Company, a number of shares of Common Stock, cash or any
combination thereof, the amount of which is determined pursuant to the
formula set forth in Section 7.4. A SAR may be granted (a) with respect to
any stock option granted under this Plan, either concurrently with the grant
of such stock option or at such later time as determined by the Committee (as
to all or any portion of the shares of Common Stock subject to the stock
option), or (b) alone, without reference to any related stock option. Each
SAR granted by the Committee under this Plan shall be subject to the
following terms and conditions:
7.1. NUMBER. Each SAR granted to any participant shall relate to
such number of shares of Common Stock as shall be determined by the
Committee, subject to adjustment as provided in Section 11.6. In the
case of a SAR granted with respect to a stock option, the number of
shares of Common Stock to which the SAR pertains shall be reduced in the
same proportion that the holder of the option exercises the related
stock option.
7.2. DURATION. Subject to earlier termination as provided in
Section 11.4, the term of each SAR shall be determined by the Committee
but shall not exceed ten years and one day from the date of grant.
Unless otherwise provided by the Committee, each SAR shall become
exercisable at such time or times, to such extent and upon such
conditions as the stock option, if any, to which it relates is
exercisable. The Committee may in its discretion accelerate the
exercisability of any SAR.
7.3. EXERCISE. A SAR may be exercised, in whole or in part, by
giving written notice to the Company, specifying the number of SARs
which the holder wishes to exercise. Upon receipt of such written
notice, the Company shall, within 90 days
4
<PAGE>
thereafter, deliver to the exercising holder certificates for the shares
of Common Stock or cash or both, as determined by the Committee, to
which the holder is entitled pursuant to Section 7.4.
7.4. PAYMENT. Subject to the right of the Committee to deliver
cash in lieu of shares of Common Stock (which, as it pertains to
officers and directors of the Company, shall comply with all
requirements of the 1934 Act), the number of shares of Common Stock
which shall be issuable upon the exercise of a SAR shall be determined
by dividing:
(a) the number of shares of Common Stock as to which the SAR
is exercised multiplied by the amount of the appreciation in such
shares (for this purpose, the "appreciation" shall be the amount by
which the Fair Market Value of the shares of Common Stock subject
to the SAR on the exercise date exceeds (1) in the case of a SAR
related to a stock option, the purchase price of the shares of
Common Stock under the stock option or (2) in the case of a SAR
granted alone, without reference to a related stock option, an
amount which shall be determined by the Committee at the time of
grant, subject to adjustment under Section 11.6); by
(b) the Fair Market Value of a share of Common Stock on the
exercise date.
In lieu of issuing shares of Common Stock upon the exercise of a SAR, the
Committee may elect to pay the holder of the SAR cash equal to the Fair
Market Value on the exercise date of any or all of the shares which would
otherwise be issuable. No fractional shares of Common Stock shall be issued
upon the exercise of a SAR; instead, the holder of the SAR shall be entitled
to receive a cash adjustment equal to the same fraction of the Fair Market
Value of a share of Common Stock on the exercise date or to purchase the
portion necessary to make a whole share at its Fair Market Value on the date
of exercise.
8. STOCK AWARDS AND RESTRICTED STOCK. A stock award consists of the
transfer by the Company to a participant of shares of Common Stock, without
other payment therefor, as additional compensation for services to the
Company. A share of restricted stock consists of shares of Common Stock
which are sold or transferred by the Company to a participant at a price
determined by the Committee (which price shall be at least equal to the
minimum price required by applicable law for the issuance of a share of
Common Stock) and subject to restrictions on their sale or other transfer by
the participant. The transfer of Common Stock pursuant to stock awards and
the transfer and sale of restricted stock shall be subject to the following
terms and conditions:
8.1. NUMBER OF SHARES. The number of shares to be transferred or
sold by the Company to a participant pursuant to a stock award or as
restricted stock shall be determined by the Committee.
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<PAGE>
8.2. SALE PRICE. The Committee shall determine the price, if any,
at which shares of restricted stock shall be sold to a participant,
which may vary from time to time and among participants and which may be
below the Fair Market Value of such shares of Common Stock at the date
of sale.
8.3. RESTRICTIONS. All shares of restricted stock transferred or
sold hereunder shall be subject to such restrictions as the Committee
may determine, including, without limitation any or all of the
following:
(a) a prohibition against the sale, transfer, pledge or other
encumbrance of the shares of restricted stock, such prohibition to
lapse at such time or times as the Committee shall determine
(whether in annual or more frequent installments, at the time of
the death, disability or retirement of the holder of such shares,
or otherwise);
(b) a requirement that the holder of shares of restricted
stock forfeit, or (in the case of shares sold to a participant)
resell back to the Company at his cost, all or a part of such
shares in the event of termination of his employment during any
period in which such shares are subject to restrictions;
(c) such other conditions or restrictions as the Committee may
deem advisable.
8.4. ESCROW. In order to enforce the restrictions imposed by the
Committee pursuant to Section 8.3, the participant receiving restricted
stock shall enter into an agreement with the Company setting forth the
conditions of the grant. Shares of restricted stock shall be registered
in the name of the participant and deposited, together with a stock
power endorsed in blank, with the Company. Each such certificate shall
bear a legend in substantially the following form:
The transferability of this certificate and the shares of Common Stock
represented by it are subject to the terms and conditions (including
conditions of forfeiture) contained in the 1991 Stock Option and
Compensation Plan of Grand Casinos, Inc. (the "Company"), and an
agreement entered into between the registered owner and the Company. A
copy of the Plan and the agreement is on file in the office of the
secretary of the Company.
8.5. END OF RESTRICTIONS. Subject to Section 11.5, at the end of
any time period during which the shares of restricted stock are subject
to forfeiture and restrictions on transfer, such shares will be
delivered free of all restrictions to the participant or to the
participant's legal representative, beneficiary or heir.
8.6. STOCKHOLDER. Subject to the terms and conditions of the Plan,
each participant receiving restricted stock shall have all the rights of
a stockholder with respect to shares of stock during any period in which
such shares are subject to forfeiture and restrictions on transfer,
including without limitation, the right to vote such shares.
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Dividends paid in cash or property other than Common Stock with respect
to shares of restricted stock shall be paid to the participant
currently.
9. PERFORMANCE SHARES. A performance share consists of an award which
shall be paid in shares of Common Stock, as described below. The grant of
performance share shall be subject to such terms and conditions as the
Committee deems appropriate, including the following:
9.1. PERFORMANCE OBJECTIVES. Each performance share will be subject
to performance objectives for the Company or one of its operating units
to be achieved by the end of a specified period. The number of
performance shares granted shall be determined by the Committee and may
be subject to such terms and conditions, as the Committee shall
determine. If the performance objectives are achieved, each participant
will be paid in shares of Common Stock or cash. If such objectives are
not met, each grant of performance shares may provide for lesser
payments in accordance with formulas established in the award.
9.2. NOT STOCKHOLDER. The grant of performance shares to a
participant shall not create any rights in such participant as a
stockholder of the Company, until the payment of shares of Common Stock
with respect to an award.
9.3. NO ADJUSTMENTS. No adjustment shall be made in performance
shares granted on account of cash dividends which may be paid or other
rights which may be issued to the holders of Common Stock prior to the
end of any period for which performance objectives were established.
9.4. EXPIRATION OF PERFORMANCE SHARE. If any participant's
employment with the Company is termi nated for any reason other than
normal retirement, death or disability prior to the achievement of the
participant's stated performance objectives, all the participants rights
on the performance shares shall expire and terminate unless otherwise
determined by the Committee. In the event of termination of employment
by reason of death, disability, or normal retirement, the Committee, in
its own discretion may determine what portions, if any, of the
performance shares should be paid to the participant.
10. CASH AWARDS. A cash award consists of a monetary payment made by
the Company to a participant as additional compensation for his services to
the Company. Payment of a cash award will normally depend on achievement of
performance objectives by the Company or by individuals. The amount of any
monetary payment constituting a cash award shall be determined by the
Committee in its sole discretion. Cash awards may be subject to other terms
and conditions, which may vary from time to time and among participants, as
the Committee determines to be appropriate.
11. GENERAL.
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11.1. EFFECTIVE DATE. The Plan will become effective upon its
adoption by unanimous written action by all holders of shares of Common
Stock. Unless approved within one year after the date of the Plan's
adoption by the board of directors, the Plan shall not be effective for
any purpose.
11.2. DURATION. The Plan shall remain in effect until all
Incentives granted under the Plan have either been satisfied by the
issuance of shares of Common Stock or the payment of cash or been
terminated under the terms of the Plan and all restrictions imposed on
shares of Common Stock in connection with their issuance under the Plan
have lapsed. No Incentives may be granted under the Plan after the
tenth anniversary of the date the Plan is approved by the stockholders
of the Company.
11.3. NON-TRANSFERABILITY OF INCENTIVES. No stock option, SAR,
restricted stock or performance award may be transferred, pledged or
assigned by the holder thereof except, in the event of the holder's
death, by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal Revenue
Code of 1986, as amended, or Title I of the Employee Retirement Income
Security Act, or the rules thereunder, and the Company shall not be
required to recognize any attempted assignment of such rights by any
participant. During a participant's lifetime, an Incentive may be
exercised only by him or by his guardian or legal representative.
11.4. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH. In the event
that a participant ceases to be an employee of the Company for any
reason, including death, any Incentives may be exercised or shall expire
at such times as may be determined by the Committee.
11.5. ADDITIONAL CONDITION. Notwithstanding anything in this Plan
to the contrary: (a) the Company may, if it shall determine it
necessary or desirable for any reason, at the time of award of any
Incentive or the issuance of any shares of Common Stock pursuant to any
Incentive, require the recipient of the Incentive, as a condition to the
receipt thereof or to the receipt of shares of Common Stock issued
pursuant thereto, to deliver to the Company a written representation of
present intention to acquire the Incentive or the shares of Common Stock
issued pursuant thereto for his own account for investment and not for
distribution; and (b) if at any time the Company further determines, in
its sole discretion, that the listing, registration or qualification (or
any updating of any such document) of any Incentive or the shares of
Common Stock issuable pursuant thereto is necessary on any securities
exchange or under any federal or state securities or blue sky law, or
that the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with the
award of any Incentive, the issuance of shares of Common Stock pursuant
thereto, or the removal of any restrictions imposed on such shares, such
Incentive shall not be awarded or such shares of Common Stock shall not
be issued or such restrictions shall not be removed, as the case may be,
in whole or in part, unless such listing, registration, qualification,
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consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
11.6. ADJUSTMENT. In the event of any merger, consolidation or
reorganization of the Company with any other corporation or
corporations, there shall be substituted for each of the shares of
Common Stock then subject to the Plan, including shares subject to
restrictions, options, or achievement of performance share objectives,
the number and kind of shares of stock or other securities to which the
holders of the shares of Common Stock will be entitled pursuant to the
transaction. In the event of any recapitalization, stock dividend,
stock split, combination of shares or other change in the Common Stock,
the number of shares of Common Stock then subject to the Plan, including
shares subject to restrictions, options or achievements of performance
shares, shall be adjusted in proportion to the change in outstanding
shares of Common Stock. In the event of any such adjustments, the
purchase price of any option, the performance objectives of any
Incentive, and the shares of Common Stock issuable pursuant to any
Incentive shall be adjusted as and to the extent appropriate, in the
discretion of the Committee, to provide participants with the same
relative rights before and after such adjustment.
11.7. INCENTIVE PLANS AND AGREEMENTS. Except in the case of stock
awards or cash awards, the terms of each Incentive shall be stated in a
plan or agreement approved by the Committee. The Committee may also
determine to enter into agreements with holders of options to reclassify
or convert certain outstanding options, within the terms of the Plan, as
Incentive Stock Options or as non-statutory stock options and in order
to eliminate SARs with respect to all or part of such options and any
other previously issued options.
11.8. WITHHOLDING.
(a) The Company shall have the right to withhold from any
payments made under the Plan or to collect as a condition of
payment, any taxes required by law to be withheld. At any time when
a participant is required to pay to the Company an amount required
to be withheld under applicable income tax laws in connection with a
distribution of Common Stock or upon exercise of an option or SAR,
the participant may satisfy this obligation in whole or in part by
electing (the "Election") to have the Company withhold from the
distribution shares of Common Stock having a value up to the amount
required to be withheld. The value of the shares to be withheld
shall be based on the Fair Market Value of the Common Stock on the
date that the amount of tax to be withheld shall be determined ("Tax
Date").
(b) Each Election must be made prior to the Tax Date. The
Committee may disapprove of any Election, may suspend or terminate
the right to make Elections, or may provide with respect to any
Incentive that the right to make Elections shall not apply to such
Incentive. An Election is irrevocable.
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(c) If a participant is an officer or director of the Company
within the meaning of Section 16 of the 1934 Act, then an Election
must comply with all of the requirements of the 1934 Act.
11.9. NO CONTINUED EMPLOYMENT OR RIGHT TO CORPORATE ASSETS. No
participant under the Plan shall have any right, because of his or her
participation, to continue in the employ of the Company for any period
of time or to any right to continue his or her present or any other rate
of compensation. Nothing contained in the Plan shall be construed as
giving an employee, the employee's beneficiaries or any other person any
equity or interests of any kind in the assets of the Company or creating
a trust of any kind or a fiduciary relationship of any kind between the
Company and any such person.
11.10. DEFERRAL PERMITTED. Payment of cash or distribution of any
shares of Common Stock to which a participant is entitled under any
Incentive shall be made as provided in the Incentive. Payment may be
deferred at the option of the participant if provided in the Incentive.
11.11. AMENDMENT OF THE PLAN. The Board may amend or discontinue
the Plan at any time. However, no such amendment or discontinuance
shall, subject to adjustment under Section 11.6, (a) change or impair,
without the consent of the recipient, an Incentive previously granted,
(b) materially increase the maximum number of shares of Common Stock
which may be issued to all participants under the Plan, (c) materially
increase the benefits that may be granted under the Plan, (d) materially
modify the requirements as to eligibility for participation in the Plan,
or (e) materially increase the benefits accruing to participants under
the Plan.
11.12. IMMEDIATE ACCELERATION OF INCENTIVES. Notwithstanding any
provision in this Plan or in any Incentive to the contrary, (a) the
restrictions on all shares of restricted stock award shall lapse
immediately, (b) all outstanding options and SARs will become
exercisable immediately, and (c) all performance shares shall be deemed
to be met and payment made immediately, if subsequent to the date that
the Plan is approved by the Board of Directors of the Company, any of
the following events occur unless otherwise determined by the board of
directors and a majority of the Continuing Directors (as defined below):
(1) any person or group of persons becomes the beneficial
owner of 30% or more of any equity security of the Company entitled
to vote for the election of directors;
(2) a majority of the members of the board of directors of the
Company is replaced within the period of less than two years by
directors not nominated and approved by the board of directors; or
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(3) the stockholders of the Company approve an agreement to
merge or consolidate with or into another corporation or an
agreement to sell or otherwise dispose of all or substantially all
of the Company's assets (including a plan of liquidation).
For purposes of this Section 11.12, beneficial ownership by a person
or group of persons shall be determined in accordance with Regulation
13D (or any similar successor regulation) promulgated by the Securities
and Exchange Commission pursuant to the 1934 Act. Beneficial ownership
of more than 30% of an equity security may be established by any
reasonable method, but shall be presumed conclusively as to any person
who files a Schedule 13D report with the Securities and Exchange
Commission reporting such ownership. If the restrictions and
forfeitability periods are eliminated by reason of provision (1), the
limitations of this Plan shall not become applicable again should the
person cease to own 30% or more of any equity security of the Company.
For purposes of this Section 11.12, "Continuing Directors" are
directors (a) who were in office prior to the time any of provisions
(1), (2 or (3) occurred or any person publicly announced an intention to
acquire 20% or more of any equity security of the Company, (b) directors
in office for a period of more than two years, and (c) directors
nominated and approved by the Continuing Directors.
11.13. DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market
Value" of Common Stock shall be determined for purposes of this Plan, it
shall be determined by reference to the last sale price of a share of
Common Stock on the principal United States Securities Exchange
registered under the 1934 Act on which the Common Stock is listed (the
"Exchange"), or, on the National Association of Securities Dealers, Inc.
Automatic Quotation System (including the National Market System)
("NASDAQ") on the applic able date. If the Exchange or NASDAQ is closed
for trading on such date, or if the Common Stock does not trade on such
date, then the last sale price used shall be the one on the date the
Common Stock last traded on the Exchange or NASDAQ.
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EXHIBIT 5.1
[LETTERHEAD]
January 7, 1999
Park Place Entertainment Corporation
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
Re: Registration Statement on Form S-8
4,392,424 Shares of Common Stock, par value $0.01 per share
-------------------------------------------------------------
Ladies and Gentlemen:
I am Executive Vice President - Law & Corporate Affairs and Secretary of
Park Place Entertainment Corporation (the "Company"). At your request, I
have examined the Form S-8 Registration Statement (the "Registration
Statement") which you intend to file with the Securities and Exchange
Commission in connection with the registration under the Securities Act of
1933, as amended, of 4,392,424 shares of Common Stock, par value $0.01 per
share (the "Shares") of the Company, issuable pursuant to the Grand Casinos,
Inc. 1991 Stock Option and Compensation Plan, as amended (the "Option
Agreement").
I am familiar with the proceedings undertaken in connection with the
authorization and issuance of the Shares. Additionally, I have examined such
questions of law and fact as I have considered necessary or appropriate for
purposes of this opinion.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized, and upon the issuance of the Shares under the terms of the
Option Agreement and delivery and payment therefor of legal consideration at
least equal to the aggregate par value of the Shares issued, such Shares will
be validly issued, fully paid and nonassessable.
<PAGE>
Park Place Entertainment Corporation
Page 2
I consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Clive S. Cummis
---------------------------------
Clive S. Cummis
Executive Vice President - Law &
Corporate Affairs and Secretary
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our reports dated August 7,
1998 on the consolidated financial statements of Park Place Entertainment
Corporation as of December 31, 1997 and 1996 and for each of the three years in
the period ended December 31, 1997, included in or incorporated by reference in
the Park Place Entertainment Corporation's Registration Statement filed on Form
10 with the Commission on October 23, 1998, as amended on December 18, 1998, and
to all references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Los Angeles, California
January 6, 1999
