<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 13, 1999
Registration No. 333-70303
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
PARK PLACE ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
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)
</TABLE>
--------------------
1991 GRAND CASINOS, INC. STOCK OPTION AND COMPENSATION PLAN, AS AMENDED;
1995 GRAND CASINOS, INC. DIRECTOR STOCK OPTION PLAN; AND
NON-PLAN DIRECTOR OPTION AGREEMENTS
--------------------
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 PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF SHARES OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PRICE FEE
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value.... 4,392,424(1) (2) (2) (2)
</TABLE>
(1) The amount of shares registered is comprised of (i) 4,120,924 shares
pursuant to the 1991 Grand Casinos, Inc. Stock Option and Compensation
Plan, as amended, (ii) 120,000 shares pursuant to the 1995 Grand Casinos,
Inc. Director Stock Option Plan and (iii) 151,500 shares pursuant to the
Grand Casinos, Inc. Non-Plan Director Option Agreements. Grand Casinos,
Inc. is a wholly owned subsidiary of the Registrant.
(2) The registration fee of $9,000 was previously paid with the initial filing
of the Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on January 8, 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, December 16, 1998 and January 8, 1999; 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:
<TABLE>
<S> <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 *
4.4 1995 Grand Casinos, Inc. Director Stock Option Plan
4.5.1 Option Agreement dated as of July 9, 1992 between Grand Casinos,
Inc. and Neil I. Sell
4.5.2 Amendment to Option Agreement dated as of June 15, 1998 between
Grand Casinos, Inc. and Neil I. Sell
4.6.1 Option Agreement dated as of July 9, 1992 between Grand Casinos,
Inc. and David L. Rogers
4.6.2 Amendment to Option Agreement dated as of June 15, 1998 between
Grand Casinos, Inc. and David L. Rogers
4.7.1 Option Agreement dated as of July 9, 1992 between Grand Casinos,
Inc. and Joel N. Waller
4.7.2 Amendment to Option Agreement dated as of June 15, 1998 between
Grand Casinos, Inc. and Joel N. Waller
4.8.1 Option Agreement dated as of April 12, 1994 between Grand Casinos,
Inc. and Morris Goldfarb
4.8.2 Amendment to Option Agreement dated as of June 15, 1998 between
Grand Casinos, Inc. and Morris Goldfarb
</TABLE>
3
<PAGE>
<TABLE>
<S> <C>
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 to the
Registration Statement) *
</TABLE>
________________
* Previously filed.
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");
(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
4
<PAGE>
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.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada, on
this 12th day of January, 1999.
PARK PLACE ENTERTAINMENT CORPORATION
By: /s/ Clive S. Cummis
---------------------------------
Clive S. Cummis
Executive Vice President-Law &
Corporate Affairs and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
has been signed below by the following persons in their capacities on
January 12, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Director
- ---------------------------------
Lyle Berman
* Chairman of the Board
- ---------------------------------
Stephen F. Bollenbach
* Director
- ---------------------------------
A. Steven Crown
/s/ Clive S. Cummis Director, Executive Vice President -
- --------------------------------- Law & Corporate Affairs and Secretary
Clive S. Cummis
* Director, President and Chief
- --------------------------------- Executive Officer (Principal
Arthur M. Goldberg Executive Officer)
* Director
- ---------------------------------
Barron Hilton
* Director
- ---------------------------------
Eric M. Hilton
</TABLE>
S-1
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
* Executive Vice President and Chief
- --------------------------------- Financial Officer (Principal
Scott A. LaPorta Financial and Accounting Officer)
* Director
- ---------------------------------
J. Kenneth Looloian
* Director
- ---------------------------------
Rocco J. Marano
* Director
- ---------------------------------
Gilbert Shelton
* By: /s/ Clive S. Cummis
- ---------------------------------
Clive S. Cummis
Attorney-in-Fact
</TABLE>
S-2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT PAGE
<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 *
4.4 1995 Grand Casinos, Inc. Director Stock Option Plan
4.5.1 Option Agreement dated as of July 9, 1992 between
Grand Casinos, Inc. and Neil I. Sell
4.5.2 Amendment to Option Agreement dated as of June 15,
1998 between Grand Casinos, Inc. and Neil I.
Sell
4.6.1 Option Agreement dated as of July 9, 1992 between
Grand Casinos, Inc. and David L. Rogers
4.6.2 Amendment to Option Agreement dated as of June 15,
1998 between Grand Casinos, Inc. and David L.
Rogers
4.7.1 Option Agreement dated as of July 9, 1992 between
Grand Casinos, Inc. and Joel N. Waller
4.7.2 Amendment to Option Agreement dated as of June 15,
1998 between Grand Casinos, Inc. and Joel N.
Waller
4.8.1 Option Agreement dated as of April 12, 1994 between
Grand Casinos, Inc. and Morris Goldfarb
4.8.2 Amendment to Option Agreement dated as of June 15,
1998 between Grand Casinos, Inc. and Morris
Goldfarb
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
to the Registration Statement) *
</TABLE>
________________
* Previously filed.
E-1
<PAGE>
Exhibit 4.4
GRAND CASINOS, INC.
1995 DIRECTOR STOCK OPTION PLAN
1. PURPOSE. The purpose of the Grand Casinos, Inc. 1995 Director
Stock Option Plan (the "Plan") is to advance the interests of Grand Casinos,
Inc. (the "Company") and its shareholders by encouraging increased share
ownership by members of the Board of Directors of the Company (the "Board")
who are not employees of the Company or any of its subsidiaries, in order to
promote long-term shareholder value through continuing ownership of the
Company's common stock.
2. ADMINISTRATION. The plan shall be administered by the Board. The
Board shall have all the powers vested in it by the terms of the Plan, such
powers to include authority (within the limitations described herein) to
prescribe the form of the agreement embodying awards of nonqualified stock
options made under the Plan ("Options"). The Board shall, subject to the
provisions of the Plan, grant Options under the Plan and shall have the power
to construe the Plan, to determine all questions arising thereunder and to
adopt and amend such rules and regulations for the administration of the Plan
as it may deem desirable. Any decisions of the Board in the administration of
the Plan, as described herein, shall be final and conclusive. The Board may
act only by a majority of its members in office, except that the members
thereof may authorize any one or more of their number or any other officer of
the Company to execute and deliver documents on behalf of the Board. No
member of the Board shall be liable for anything done or omitted to be done
by him or by any other member of the Board in connection with the Plan,
except for his own willful misconduct or as expressly provided by statute.
3. PARTICIPATION. Each member of the Board who is not an employee of
the Company or any of its subsidiaries (a "Non-Employee Director") shall be
eligible to receive an Option in accordance with Paragraph 5 below.
4. AWARDS UNDER THE PLAN.
(a) Awards under the Plan shall include only Options, which are
rights to purchase common stock of the Company having a par value of $0.01
per share (the "Common Stock"). Such Options are subject to the terms,
conditions and restrictions specified in Paragraph 5 below.
(b) There may be issued under the Plan pursuant to the exercise of
Options an aggregate of not more than 200,000 shares of Common Stock,
subject to adjustment as provided in Paragraph 6 below. If any Option is
canceled, terminates or expires unexercised, in whole or in part, any
shares of Common Stock that would otherwise have been issuable pursuant
thereto will be available for issuance under new Options.
(c) A Non-Employee Director to whom an Option is granted (and any
person succeeding to such a Non-Employee Director's rights pursuant to the
Plan) shall have no rights as a shareholder with respect to any Common
Stock issuable pursuant to any such Option until the date of the issuance
of a stock certificate to him for such shares. Except
1
<PAGE>
as provided in Paragraph 6 below, no adjustment shall be made for
dividends, distributions or other rights (whether ordinary or
extraordinary, and whether in cash, securities or other property) for
which the record date is prior to the date such stock certificate is
issued.
5. NONQUALIFIED STOCK OPTIONS. Each Option granted under the Plan
shall be evidenced by an agreement in such form as the Board shall prescribe
from time to time in accordance with the Plan and shall comply with the
following terms and conditions:
(a) The Option exercise price shall be the "Fair Market Value" (as
herein defined) of the Common Stock subject to such Option on the date the
Option is granted. Fair Market Value shall be the closing sales price of a
share of Common Stock on the date of grant as reported on the New York
Stock Exchange Composite Transactions Tape or, if the New York Stock
Exchange is closed on that date, on the last preceding date on which the
New York Stock Exchange was open for trading, but in no event will such
Option exercise price be less than the par value of the Common Stock.
(b) Each Non-Employee Director in office on the date of this Plan's
adoption by the Board and each subsequent Non-Employee Director as of the
initial date of their election to the Board, shall receive a one-time only
Option for 20,000 shares of Common Stock which such figure shall be
automatically adjusted in the event of any Company stock split or stock
dividend up to a maximum adjustment of 10,000 additional shares, so that in
no event will any Non-Employee Director ever receive options to acquire
greater than 30,000 shares of Common Stock upon their initial election to
the Board. Notwithstanding the foregoing, once such options become
outstanding, a Non-Employee Director will still be entitled to the
anti-dilution adjustments provided for in Section 6 hereof.
(c) The Option shall not be transferable by the optionee otherwise
than by will or the laws of descent and distribution, and shall be
exercisable during his lifetime only by him.
(d) Options shall not be exercisable:
(i) before the expiration of one year from the date it is
granted and after the expiration of ten years from the date it is
granted, and may be exercised during such period as follows: twenty
(20%) of the total number of shares covered by the Option shall become
exercisable each year beginning with the first anniversary of the date
it is granted. Notwithstanding anything to the contrary herein, an
Option shall automatically become immediately exercisable in full (i)
in the event of the death of a Non-Employee Director; (ii) upon the
removal of the Non-Employee Director from the Board without cause;
(iii) in the event the Non-Employee Director is not re-nominated or
re-elected as a Director; (iv) in the event of a "change in control"
of the Company, as defined in any existing agreements between the
Company and its senior officers; or (v) in the event the
2
<PAGE>
Non-Employee Director voluntarily resigns from the Board, if a
majority of the Board (excluding the Non-Employee Director) agrees
to accelerate the vesting of the Option and determines in good faith
that such acceleration is in the best interest of the Company;
(ii) unless payment in full is made for the shares of Common
Stock being acquired thereunder at the time of exercise, such payment
shall be made in United States dollars by cash or check, or in lieu
thereof, by tendering to the Company Common Stock owned by the person
exercising the Option and having a Fair Market Value equal to the cash
exercise price applicable to such Option, or by a combination of
United States dollars and Common Stock as aforesaid; and
(iii) unless the person exercising the Option has been at all
times during the period beginning with the date of grant of the Option
and ending on the date of such exercise, a Non-Employee Director of
the Company, except that
(A) if such person shall cease to be such a Non-Employee
Director for reasons other than death, while holding an Option
that has not expired and has not been fully exercised, such
person may, at any time within three years of the date he ceased
to be a Non-Employee Director (but in no event after the Option
has expired under the provisions of subparagraph 5(d)(i) above),
exercise the Option with respect to any Common Stock as to which
he could have exercised on the date he ceased to be such a
Non-Employee Director; or
(B) if any person to whom an Option has been granted
shall die holding an Option that has not expired and has not been
fully exercised, his executors, administrators, heirs or
distributees, as the case may be, may, at any time within one
year after the date of such death (but in no event after the
Option has expired under the provisions of subparagraph 5(d)(i)
above), exercise the Option with respect to any shares subject to
the Option.
(e) If, on any date on which Options are automatically granted, the
number of shares of Common Stock remaining available under the Plan is
insufficient for the grant to each Non-Employee Director of Options to
purchase up to 30,000 shares of Common Stock (after giving effect to the
automatic adjustments contemplated by Sections 5(b) hereof), then Options
to purchase a proportionate amount of such available number of shares of
Common Stock (rounded to the nearest whole share) shall be granted to each
Non-Employee Director.
6. DILUTION AND OTHER ADJUSTMENTS. In the event of any change in the
outstanding Common Stock of the Company by reason of any stock split, stock
dividend, split-up, split-off, spin-off, recapitalization, merger,
consolidation, rights offering, reorganization, combination or exchange of
shares, a sale by the Company of all or part of its assets, any
3
<PAGE>
distribution to shareholders other than a normal cash dividend, or other
extraordinary or unusual event, the number or kind of shares that may be
issued under the Plan pursuant to subparagraph 4(b) above, and the number or
kind of shares subject to, and the Option price per share under, all
outstanding Options shall be automatically adjusted so that the proportionate
interest of the participant shall be maintained as before the occurrence of
such event; such adjustment in outstanding Options shall be made without
change in the total Option exercise price applicable to the unexercised
portion of such Options and with a corresponding adjustment in the Option
exercise price per share, and such adjustment shall be conclusive and binding
for all purposes of the Plan.
7. MISCELLANEOUS PROVISIONS.
(a) Except as expressly provided for in the Plan, no Non-Employee
Director or other person shall have any claim or right to be granted an
Option under the Plan. Neither the Plan nor any action taken hereunder
shall be construed as giving any Non-Employee Director any right to be
retained in the service of the Company.
(b) A participant's rights and interest under the Plan may not be
assigned or transferred, hypothecated or encumbered in whole or in part
either directly or by operation of law or otherwise (except in the event of
a participant's death, by will or the laws of descent and distribution),
including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner, and no such right or
interest of any participant in the Plan shall be subject to any obligation
or liability of such participant.
(c) Common Stock shall not be issued hereunder unless counsel for the
Company shall be satisfied that such issuance will be in compliance with
applicable federal, state, local and foreign securities, securities
exchange and other applicable laws and requirements.
(d) It shall be a condition to the obligation of the Company to issue
Common Stock upon exercise of an Option, that the participant (or any
beneficiary or person entitled to act under subparagraph 5(d)(iii)(B)
above) pay to the Company, upon its demand, such amount as may be requested
by the Company for the purpose of satisfying any liability to withhold
federal, state, local or foreign income or other taxes. If the amount
requested is not paid, the Company may refuse to issue such Common Stock.
(e) The expenses of the Plan shall be borne by the Company.
(f) By accepting any Option or other benefit under the Plan, each
participant and each person claiming under or through him shall be
conclusively deemed to have indicated his acceptance and ratification of,
and consent to, any action taken under the Plan by the Company or the
Board.
(g) The appropriate officers of the Company shall cause to be filed
any reports, returns or other information regarding Options hereunder or
any Common Stock
4
<PAGE>
issued pursuant hereto as may be required by Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, or any other applicable
statute, rule or regulation.
8. AMENDMENT OR DISCONTINUANCE. The Plan may be amended at any time
and from time to time by the Board as the Board shall deem advisable;
provided, however, that no amendment shall become effective without
shareholder approval if such shareholder approval is required by law, rule or
regulation, and in no event shall the Plan be amended more than once every
six months, other than to comport with changes in the Internal Revenue Code
of 1986, as amended, the Employee Retirement Income Security Act or the rules
thereunder. No amendment of the Plan shall materially and adversely affect
any right of any participant with respect to any Option theretofore granted
without such participant's written consent.
9. TERMINATION. This Plan shall terminate upon the earlier of the
adoption of a resolution of the Board terminating the Plan or ten years from
the date the Plan is initially approved and adopted by the shareholders of
the Company. No termination of the Plan shall materially and adversely affect
any of the rights or obligations of any person, without his consent, under
any Option theretofore granted under the Plan.
10. EFFECTIVE DATE OF PLAN. The Plan will become effective on the date
that it is approved by the affirmative vote of the holders of the greater of
(a) a majority of the outstanding shares of Common Stock of the Company
present and entitled to vote or (b) a majority of the voting power of the
minimum number of shares entitled to vote that would constitute a quorum for
transaction of business at the Company's 1996 Annual Meeting of Shareholders.
5
<PAGE>
Exhibit 4.5.1
OPTION AGREEMENT
OPTION AGREEMENT made effective as of the July 9, 1992, between Grand
Casinos, Inc., a Minnesota corporation (the "Company"), and Neil I. Sell
("Director").
BACKGROUND
A. Director has been elected to serve as a member of the Board of
Directors of the Company.
B. The Company desires to reward Director for his service to the
Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director
the right and option (the "Option"), to purchase all or any part of an
aggregate of Twenty Thousand (20,000) shares of the common stock, $.0l par
value, of the Company (the "Common Stock") (such number being subject to
adjustment as provided in Section 8 hereof) subject to the terms and
conditions herein set forth.
2. PURCHASE PRICE. The purchase price of the shares of Common Stock
covered by the Option shall be $11.875 per Share.
3. EXERCISE AND VESTING OF OPTION. Subject to the provisions of
Section 9 of this Agreement, the Option shall be exercisable only to the
extent that all, or any portion thereof, has vested in the Director. The
Option shall vest in the Director in Five (5) equal installments of Four
Thousand (4,000) shares each beginning on the first anniversary of this
Agreement and continuing on each of the next four subsequent anniversary
dates (hereinafter referred to singularly as a "Vesting Date" and
collectively as "Vesting Dates") until the Option is fully vested.
In the event that the Director ceases to be a director of the Company,
for any reason or no reason with or without cause, prior to any Vesting Date,
that part of the Option scheduled to vest on such Vesting Date, and all parts
of the Option scheduled to vest in the future, shall not vest and all of
Director's rights to and under such non-vested parts of the Option shall
terminate.
4. TERM OF OPTION. To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for ten (10)
years from the date of this Agreement; provided, however, that in the event
that Director ceases to be a director of the Company, for any reason or no
reason, with or without cause, Director or his legal representative shall
have six (6) months from the date of such termination of his position as a
director to exercise any part of the Option vested pursuant to Sections 3 or
4 of this Agreement. Upon the expiration of such six (6) month period, or,
if earlier, upon the expiration date of the option as set forth above, the
Option shall terminate and become null and void.
1
<PAGE>
5. MANNER OF EXERCISE. The 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 share. The purchase 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 purchase 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 Option, shares of Common Stock, in payment of
all or any part of the purchase price, which shares shall be valued for this
purpose at their then Fair Market Value or in such other manner as may be
authorized from time to time by the Company.
6. RIGHTS OF OPTION HOLDER. Director, as holder of the Option, shall
not have any of the rights of a shareholder with respect to the shares
covered by the Option except to the extent that one or more certificates for
such shares shall be delivered to him upon the due exercise of all or any
part of the Option.
7. NON-TRANSFERABILITY. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and the
Option may be exercised, during the lifetime of Director, only by Director.
More particularly (but without limiting the generality of the foregoing), the
Option may not be assigned, transferred except as provided above), pledged,
or hypothecated in any way, shall not be assignable by operation of law, and
shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof, and the levy of any
execution, attachment, or similar process upon the Option shall be null and
void and without effect.
8. 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 Option, 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
Option, 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
the Option and the shares of Common Stock issuable pursuant thereto shall be
adjusted as and to the extent appropriate, in the discretion of the Board of
Directors of the Company, to provide Director with the same relative rights
before and after such adjustment.
9. IMMEDIATE ACCELERATION OF THE OPTION. Notwithstanding any
provision in this Agreement to the contrary, all of the shares of Common
Stock subject to the Option will become exercisable immediately, if,
subsequent to the date that this Agreement 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):
2
<PAGE>
(a) any person or group of persons becomes the beneficial owner of
25% or more of any equity security of the Company entitled to vote for the
election of directors;
(b) 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
(c) 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 9, 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 Securities Exchange Act of 1934 (the "1934 Act").
Beneficial ownership of more than 25% 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 subsection 9(a), the
limitations of this Agreement shall not become applicable again should the
person cease to own 25% or more of any equity security of the Company.
For purposes of this Section 9, "Continuing Directors" are directors who
were (1) in office prior to the time any of the provisions of subsections
9(a), (b) or (c) occurred or any person publicly announced an intention to
acquire 20% or more of any equity security of the Company, (2) in office for
a period of more than two years, and (3) nominated and approved by the
Continuing Directors.
10. ADDITIONAL CONDITION. Notwithstanding anything in this Agreement
to the contrary: (a) the Company may, if it shall determine it necessary or
desirable for any reason, at the time of the issuance of any shares of Common
Stock pursuant to the Option require the Director, as a condition 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 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 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 issuance of shares of Common Stock
pursuant thereto, or the removal of any restrictions imposed on such shares,
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, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
3
<PAGE>
11. WITHHOLDING.
(a) The Company shall have the right to withhold from any payments
made under this Agreement, or to collect as a condition of payment, any taxes
required by law to be withheld. At any time when Director 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, Director 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 Company
may disapprove of any Election or may suspend or terminate the right to make
Elections. An Election is irrevocable.
(c) An Election must comply with all of the requirements of the
1934 Act.
12. DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value" of
Common Stock shall be determined for purposes of this Agreement, 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 applicable 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.
13. GENERAL. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of Common Stock as
will be sufficient to satisfy the requirements of this Option Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
GRAND CASINOS, INC.
By /s/ Lyle Berman
-------------------------------
Lyle Berman
Chief Executive Officer
/s/ Neil I. Sell
-------------------------------
Neil I. Sell
4
<PAGE>
Exhibit 4.5.2
AMENDMENT TO
OPTION AGREEMENT
This Amendment to Option Agreement is made and entered into effective as
of this 15th day of June 1998, by and between Grand Casinos, Inc., a
Minnesota corporation (the "Company") and Neil I. Sell ("Director").
WHEREAS, in connection with his service as a member of the Board of
Directors of the Company, Director was granted an option to purchase an
aggregate of Twenty Thousand (20,000) shares of the common stock, $.01 par
value, (the "Common Stock") of the Company (such number being subject to
adjustment) pursuant to the terms and conditions of an Option Agreement made,
entered into and dated as of July 9, 1992 (the "1992 Option Agreement"); and
WHEREAS, as a result of both (i) a ten percent (10%) stock dividend and
(ii) a three for two (3 for 2) stock split declared by the Company,
Director's original option to purchase Twenty Thousand (20,000) shares of
Common Stock has been adjusted so that Director now has the right and option
to purchase all, or any part of, Thirty Three Thousand (33,000) shares of
Common Stock; and
WHEREAS, the Company and Director both wish to amend the 1992 Option
Agreement to conform it to the terms of the Company's 1995 Director Stock
Option plan, specifically with respect to the term of and the time for
exercise of the option.
NOW, THEREFORE, in consideration of the premises and of the terms and
conditions hereinafter set forth, the parties agree as follows:
1. AMENDMENT TO THE 1992 OPTION AGREEMENT.
Paragraph 4 of the 1992 Option Agreement is hereby amended and
restated in its entirety to read as follows:
4. TERM OF OPTION. To the extent vested, and except as
otherwise provided in this Agreement, the Option shall be
exercisable for ten (10) years from the date of this
Agreement; provided, however, that in the event that
Director ceases to be a director of the Company, for any
reason or no reason, with or without cause, Director or his
legal representative shall have three (3) years from the
date of such termination of his position as a director to
exercise any part of the Option vested pursuant to sections
3 or 4 of this Agreement. Upon the expiration of such three
(3) year period, or, if earlier, upon the expiration date of
the Option as set forth above, the Option shall terminate
and become null and void.
2. All other terms and provisions of the 1992 Option Agreement shall
remain the same.
<PAGE>
3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute but
one and the same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective the date and year first written above.
GRAND CASINOS, INC.
By: /s/ Timothy Cope
-------------------------------
Timothy Cope
CFO & Secretary
DIRECTOR
/s/ Neil I. Sell
------------------------------------
Neil I. Sell
2
<PAGE>
Exhibit 4.6.1
OPTION AGREEMENT
OPTION AGREEMENT made effective as of the July 9, 1992, between Grand
Casinos, Inc., a Minnesota corporation (the "Company"), and David L. Rogers
("Director").
BACKGROUND
A. Director has been elected to serve as a member of the Board of
Directors of the Company.
B. The Company desires to reward Director for his service to the
Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director
the right and option (the "Option"), to purchase all or any part of an
aggregate of Twenty Thousand (20,000) shares of the common stock, $.0l par
value, of the Company (the "Common Stock") (such number being subject to
adjustment as provided in Section 8 hereof) subject to the terms and
conditions herein set forth.
2. PURCHASE PRICE. The purchase price of the shares of Common Stock
covered by the Option shall be $11.875 per Share.
3. EXERCISE AND VESTING OF OPTION. Subject to the provisions of
Section 9 of this Agreement, the Option shall be exercisable only to the
extent that all, or any portion thereof, has vested in the Director. The
Option shall vest in the Director in Five (5) equal installments of Four
Thousand (4,000) shares each beginning on the first anniversary of this
Agreement and continuing on each of the next four subsequent anniversary
dates (hereinafter referred to singularly as a "Vesting Date" and
collectively as "Vesting Dates") until the Option is fully vested.
In the event that the Director ceases to be a director of the Company,
for any reason or no reason with or without cause, prior to any Vesting Date,
that part of the Option scheduled to vest on such Vesting Date, and all parts
of the Option scheduled to vest in the future, shall not vest and all of
Director's rights to and under such non-vested parts of the Option shall
terminate.
4. TERM OF OPTION. To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for ten (10)
years from the date of this Agreement; provided, however, that in the event
that Director ceases to be a director of the Company, for any reason or no
reason, with or without cause, Director or his legal representative shall
have six (6) months from the date of such termination of his position as a
director to exercise any part of the Option vested pursuant to Sections 3 or
4 of this Agreement. Upon the expiration of such six (6) month period, or,
if earlier, upon the expiration date of the option as set forth above, the
Option shall terminate and become null and void.
1
<PAGE>
5. MANNER OF EXERCISE. The 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 purchase 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 purchase 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 Option, shares of Common Stock, in payment of
all or any part of the purchase price, which shares shall be valued for this
purpose at their then Fair Market Value or in such other manner as may be
authorized from time to time by the Company.
6. RIGHTS OF OPTION HOLDER. Director, as holder of the Option, shall
not have any of the rights of a shareholder with respect to the shares
covered by the Option except to the extent that one or more certificates for
such shares shall be delivered to him upon the due exercise of all or any
part of the Option.
7. NON-TRANSFERABILITY. The option shall not be transferable
otherwise than by will or the laws of descent and distribution, and the
Option may be exercised, during the lifetime of Director, only by Director.
More particularly (but without limiting the generality of the foregoing), the
option may not be assigned, transferred except as provided above), pledged,
or hypothecated in any way, shall not be assignable by operation of law, and
shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof, and the levy of any
execution, attachment, or similar process upon the Option shall be null and
void and without effect.
8. 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 Option, 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
option, 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
the option and the shares of Common Stock issuable pursuant thereto shall be
adjusted as and to the extent appropriate, in the discretion of the Board of
Directors of the Company, to provide Director with the same relative rights
before and after such adjustment.
9. IMMEDIATE ACCELERATION OF THE OPTION. Notwithstanding any
provision in this Agreement to the contrary, all of the shares of Common
Stock subject to the Option will become exercisable immediately, if,
subsequent to the date that this Agreement 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):
2
<PAGE>
(a) any person or group of persons becomes the beneficial owner of
25% or more of any equity security of the Company entitled to vote for the
election of directors;
(b) 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
(c) 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 9, 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 Securities Exchange Act of 1934 (the "1934 Act").
Beneficial ownership of more than 25% 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 subsection 9(a), the
limitations of this Agreement shall not become applicable again should the
person cease to own 25% or more of any equity security of the Company.
For purposes of this Section 9, "Continuing Directors" are directors who
were (1) in office prior to the time any of the provisions of subsections
9(a), (b) or (c) occurred or any person publicly announced an intention to
acquire 20% or more of any equity security of the Company, (2) in office for
a period of more than two years, and (3) nominated and approved by the
Continuing Directors.
10. ADDITIONAL CONDITION. Notwithstanding anything in this Agreement
to the contrary: (a) the Company may, if it shall determine it necessary or
desirable for any reason, at the time of the issuance of any shares of Common
Stock pursuant to the Option require the Director, as a condition 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 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 ox
qualification (or any updating of any such document) of 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 issuance of shares of Common Stock
pursuant thereto, or the removal of any restrictions imposed on such shares,
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, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
3
<PAGE>
11. WITHHOLDING.
(a) The Company shall have the right to withhold from any payments
made under this Agreement, or to collect as a condition of payment, any
taxes required by law to be withheld. At any time when Director 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, Director 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 Company
may disapprove of any Election or may suspend or terminate the right to
make Elections. An Election is irrevocable.
(c) An Election must comply with all of the requirements of the 1934
Act.
12. DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value" of
Common Stock shall be determined for purposes of this Agreement, 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 applicable 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.
13. GENERAL. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of Common Stock as
will be sufficient to satisfy the requirements of this Option Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
GRAND CASINOS, INC.
By /s/ Lyle Berman
-------------------------------
Lyle Berman
Chief Executive Officer
/s/ David L. Rogers
-------------------------------
David L. Rogers
4
<PAGE>
Exhibit 4.6.2
AMENDMENT TO
OPTION AGREEMENT
This Amendment to Option Agreement is made and entered into effective as
of this 15th day of June 1998, by and between Grand Casinos, Inc., a
Minnesota corporation (the "Company") and David L. Rogers ("Director").
WHEREAS, in connection with his service as a member of the Board of
Directors of the Company, Director was granted an option to purchase an
aggregate of Twenty Thousand (20,000) shares of the common stock, $.01 par
value, (the "Common Stock") of the Company (such number being subject to
adjustment) pursuant to the terms and conditions of an Option Agreement made,
entered into and dated as of July 9, 1992 (the "1992 Option Agreement"); and
WHEREAS, as a result of both (i) a ten percent (10%) stock dividend and
(ii) a three for two (3 for 2) stock split declared by the Company,
Director's original option to purchase Twenty Thousand (20,000) shares of
Common Stock has been adjusted so that Director now has the right and option
to purchase all, or any part of, Thirty Three Thousand (33,000) shares of
Common Stock; and
WHEREAS, the Company and Director both wish to amend the 1992 Option
Agreement to conform it to the terms of the Company's 1995 Director Stock
Option plan, specifically with respect to the term of and the time for
exercise of the option.
NOW, THEREFORE, in consideration of the premises and of the terms and
conditions hereinafter set forth, the parties agree as follows:
1. AMENDMENT TO THE 1992 OPTION AGREEMENT.
Paragraph 4 of the 1992 Option Agreement is hereby amended and
restated in its entirety to read as follows:
4. TERM OF OPTION. To the extent vested, and except as
otherwise provided in this Agreement, the Option shall be
exercisable for ten (10) years from the date of this
Agreement; provided, however, that in the event that
Director ceases to be a director of the Company, for any
reason or no reason, with or without cause, Director or his
legal representative shall have three (3) years from the
date of such termination of his position as a director to
exercise any part of the Option vested pursuant to sections
3 or 4 of this Agreement. Upon the expiration of such three
(3) year period, or, if earlier, upon the expiration date of
the Option as set forth above, the Option shall terminate
and become null and void.
2. All other terms and provisions of the 1992 Option Agreement shall
remain the same.
<PAGE>
3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute but
one and the same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective the date and year first written above.
GRAND CASINOS, INC.
By: /s/ Timothy Cope
-------------------------------
Timothy Cope
CFO & Secretary
DIRECTOR
/s/ David L. Rogers
-------------------------------
David L. Rogers
2
<PAGE>
Exhibit 4.7.1
OPTION AGREEMENT
OPTION AGREEMENT made effective as of the July 9, 1992, between
Grand Casinos, Inc., a Minnesota corporation (the "Company"), and Joel N.
Waller ("Director").
BACKGROUND
A. Director has been elected to serve as a member of the Board of
Directors of the Company.
B. The Company desires to reward Director for his service to the
Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director
the right and option (the "Option"), to purchase all or any part of an
aggregate of Twenty Thousand (20,000) shares of the common stock, $.0l par
value, of the Company (the "Common Stock") (such number being subject to
adjustment as provided in Section 8 hereof) subject to the terms and
conditions herein set forth.
2. PURCHASE PRICE. The purchase price of the shares of Common Stock
covered by the Option shall be $11.875 per Share.
3. EXERCISE AND VESTING OF OPTION. Subject to the provisions of
Section 9 of this Agreement, the Option shall be exercisable only to the
extent that all, or any portion thereof, has vested in the Director. The
Option shall vest in the Director in Five (5) equal installments of Four
Thousand (4,000) shares each beginning on the first anniversary of this
Agreement and continuing on each of the next four subsequent anniversary
dates (hereinafter referred to singularly as a "Vesting Date" and
collectively as "Vesting Dates") until the Option is fully vested.
In the event that the Director ceases to be a director of the
Company, for any reason or no reason with or without cause, prior to any
Vesting Date, that part of the Option scheduled to vest on such Vesting Date,
and all parts of the Option scheduled to vest in the future, shall not vest
and all of Director's rights to and under such non-vested parts of the Option
shall terminate.
4. TERM OF OPTION. To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for ten (10)
years from the date of this Agreement; provided, however, that in the event
that Director ceases to be a director of the Company, for any reason or no
reason, with or without cause, Director or his legal representative shall
have six (6) months from the date of such termination of his position as a
director to exercise any part of the Option vested pursuant to Sections 3 or
4 of this Agreement. Upon the expiration of such six (6) month period, or,
if earlier, upon the expiration date of the Option as set forth above, the
Option shall terminate and become null and void.
1
<PAGE>
5. MANNER OF EXERCISE. The 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 share. The purchase 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 purchase 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 Option, shares of Common Stock, in payment of
all or any part of the purchase price, which shares shall be valued for this
purpose at their then Fair Market Value or in such other manner as may be
authorized from time to time by the Company.
6. RIGHTS OF OPTION HOLDER. Director, as holder of the Option, shall
not have any of the rights of a shareholder with respect to the shares
covered by the Option except to the extent that one or more certificates for
such shares shall be delivered to him upon the due exercise of all or any
part of the Option.
7. NON-TRANSFERABILITY. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and the
Option may be exercised, during the lifetime of Director, only by Director.
More particularly (but without limiting the generality of the foregoing), the
Option may not be assigned, transferred (except as provided above), pledged,
or hypothecated in any way, shall not be assignable by operation of law, and
shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof, and the levy of any
execution, attachment, or similar process upon the Option shall be null and
void and without effect.
8. 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 Option, 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
Option, 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
the Option and the shares of Common Stock issuable pursuant thereto shall be
adjusted as and to the extent appropriate, in the discretion of the Board of
Directors of the Company, to provide Director with the same relative rights
before and after such adjustment.
9. IMMEDIATE ACCELERATION OF THE OPTION. Notwithstanding any
provision in this Agreement to the contrary, all of the shares of Common
Stock subject to the Option will become exercisable immediately, if,
subsequent to the date that this Agreement 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):
2
<PAGE>
(a) any person or group of persons becomes the beneficial owner
of 25% or more of any equity security of the Company entitled to vote for
the election of directors;
(b) 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
(c) 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 9, 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 Securities Exchange Act of 1934 (the "1934 Act").
Beneficial ownership of more than 25% 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 subsection 9(a), the
limitations of this Agreement shall not become applicable again should the
person cease to own 25% or more of any equity security of the Company.
For purposes of this Section 9, "Continuing Directors" are
directors who were (1) in office prior to the time any of provisions of
subsections 9(a), (b) or (c) occurred or any person publicly announced an
intention to acquire 20% or more of any equity security of the Company, (2)
in office for a period of more than two years, and (3) nominated and approved
by the Continuing Directors.
10. ADDITIONAL CONDITION. Notwithstanding anything in this Agreement
to the contrary: (a) the Company may, if it shall determine it necessary or
desirable for any reason, at the time of the issuance of any shares of Common
Stock pursuant to the Option require the Director, as a condition 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 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 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 issuance of shares of Common Stock
pursuant thereto, or the removal of any restrictions imposed on such shares,
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, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
3
<PAGE>
11. WITHHOLDING.
(a) The Company shall have the right to withhold from any
payments made under this Agreement, or to collect as a condition of
payment, any taxes required by law to be withheld. At any time when
Director 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, Director 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
Company may disapprove of any Election or may suspend or terminate the
right to make Elections. An Election is irrevocable.
(c) An Election must comply with all of the requirements of the
1934 Act.
12. DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value" of
Common Stock shall be determined for purposes of this Agreement, 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 applicable 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.
13. GENERAL. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of Common Stock as
will be sufficient to satisfy the requirements of this Option Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first written above.
GRAND CASINOS, INC.
By /s/ Lyle Berman
-------------------------------
Lyle Berman
Chief Executive Officer
/s/ Joel N. Waller
-------------------------------
Joel N. Waller
4
<PAGE>
Exhibit 4.7.2
AMENDMENT TO
OPTION AGREEMENT
This Amendment to Option Agreement is made and entered into effective as
of this 15th day of June 1998, by and between Grand Casinos, Inc., a
Minnesota corporation (the "Company") and Joel N. Waller ("Director").
WHEREAS, in connection with his service as a member of the Board of
Directors of the Company, Director was granted an option to purchase an
aggregate of Twenty Thousand (20,000) shares of the common stock, $.01 par
value, (the "Common Stock") of the Company (such number being subject to
adjustment) pursuant to the terms and conditions of an Option Agreement made,
entered into and dated as of July 9, 1992 (the "1992 Option Agreement"); and
WHEREAS, as a result of both (i) a ten percent (10%) stock dividend and
(ii) a three for two (3 for 2) stock split declared by the Company,
Director's original option to purchase Twenty Thousand (20,000) shares of
Common Stock has been adjusted so that Director now has the right and option
to purchase all, or any part of, Thirty Three Thousand (33,000) shares of
Common Stock; and
WHEREAS, the Company and Director both wish to amend the 1992 Option
Agreement to conform it to the terms of the Company's 1995 Director Stock
Option plan, specifically with respect to the term of and the time for
exercise of the option.
NOW, THEREFORE, in consideration of the premises and of the terms and
conditions hereinafter set forth, the parties agree as follows:
1. AMENDMENT TO THE 1992 OPTION AGREEMENT.
Paragraph 4 of the 1992 Option Agreement is hereby amended and
restated in its entirety to read as follows:
4. TERM OF OPTION. To the extent vested, and except as
otherwise provided in this Agreement, the Option shall be
exercisable for ten (10) years from the date of this
Agreement; provided, however, that in the event that
Director ceases to be a director of the Company, for any
reason or no reason, with or without cause, Director or his
legal representative shall have three (3) years from the
date of such termination of his position as a director to
exercise any part of the Option vested pursuant to sections
3 or 4 of this Agreement. Upon the expiration of such three
(3) year period, or, if earlier, upon the expiration date of
the Option as set forth above, the Option shall terminate
and become null and void.
2. All other terms and provisions of the 1992 Option Agreement shall
remain the same.
<PAGE>
3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute but
one and the same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective the date and year first written above.
GRAND CASINOS, INC.
By: /s/ Timothy Cope
-------------------------------
Timothy Cope
CFO & Secretary
DIRECTOR
/s/ Joel N. Waller
-------------------------------
Joel N. Waller
2
<PAGE>
Exhibit 4.8.1
OPTION AGREEMENT
OPTION AGREEMENT made effective as of April 12, 1994, between Grand
Casinos, Inc., a Minnesota corporation (the "Company"), and Morris Goldfarb
("Director").
BACKGROUND
A. Director has been elected to serve as a member of the Board of
Directors of the Company.
B. The Company desires to reward Director for his service to the
Company.
NOW, THEREFORE, the parties hereto agree as follows:
1. GRANT OF OPTION. The Company hereby irrevocably grants to Director
the right and option (the "Option"), to purchase all or any part of an
aggregate of Thirty-Five Thousand (35,000) shares of the common stock, $.01
par value, of the Company (the "Common Stock") (such number being subject to
adjustment as provided in Section 8 hereof) subject to the terms and
conditions herein set forth.
2. PURCHASE PRICE. The purchase price of the shares of Common Stock
covered by the Option shall be $23.00 per Share.
3. EXERCISE AND VESTING OF OPTION. Subject to the provisions of
Section 9 of this Agreement, the Option shall be exercisable only to the
extent that all, or any portion thereof, has vested in the Director. The
Option shall vest in the Director in Five (5) equal installments of Seven
Thousand (7,000) shares each beginning on the date of this Agreement and
continuing on the dates set forth on the schedule below (hereinafter referred
to singularly as a "Vesting Date" and collectively as "Vesting Dates") until
the Option is fully vested, as set forth in the following schedule:
<TABLE>
<CAPTION>
Total Shares
Subject to Vested Option Vesting Date
------------------------ ------------
<S> <C>
7,000 4/12/94
14,000 12/18/94
21,000 12/18/95
28,000 l2/l8/96
35,000 12/18/97
</TABLE>
In the event that the Director ceases to be a director of the Company,
for any reason or no reason with or without cause, prior to any Vesting Date,
that part of the Option scheduled to vest on such Vesting Date, and all parts
of the Option scheduled to vest in the future, shall not vest and all of
Director's rights to and under such non-vested parts of the Option shall
terminate.
1
<PAGE>
4. TERM OF OPTION. To the extent vested, and except as otherwise
provided in this Agreement, the Option shall be exercisable for ten (10)
years from the date of this Agreement; provided, however, that in the event
that Director ceases to be a director of the Company, for any reason or no
reason, with or without cause, Director or his legal representative shall
have six (6) months from the date of such termination of his position as a
director to exercise any part of the Option vested pursuant to Sections 3 or
4 of this Agreement. Upon the expiration of such six (6) month period, or,
if earlier, upon the expiration date of the Option as set forth above, the
Option shall terminate and become null and void.
5. MANNER OF EXERCISE. The 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 purchase 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 purchase 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 Option, shares of Common Stock, in payment of
all or any part of the purchase price, which shares shall be valued for this
purpose at their then Fair Market Value or in such other manner as may be
authorized from time to time by the Company.
6. RIGHTS OF OPTION HOLDER. Director, as holder of the Option, shall
not have any of the rights of a shareholder with respect to the shares
covered by the Option except to the extent that one or more certificates for
such shares shall be delivered to him upon the due exercise of all or any
part of the Option.
7. NON-TRANSFERABILITY. The Option shall not be transferable
otherwise than by will or the laws of descent and distribution, and the
Option may be exercised, during the lifetime of Director, only by Director.
More particularly (but without limiting the generality of the foregoing), the
Option may not be assigned, transferred (except as provided above), pledged,
or hypothecated in any way, shall not be assignable by operation of law, and
shall not be subject to execution, attachment, or similar process. Any
attempted assignment, transfer, pledge, hypothecation, or other disposition
of the Option contrary to the provisions hereof, and the levy of any
execution, attachment, or similar process upon the Option shall be null and
void and without effect.
8. 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 Option, 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
Option, 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
the Option and the shares of Common Stock issuable pursuant thereto shall be
adjusted as and to the extent
2
<PAGE>
appropriate, in the discretion of the Board of Directors of the Company, to
provide Director with the same relative rights before and after such
adjustment.
9. IMMEDIATE ACCELERATION OF THE OPTION. Notwithstanding any
provision in this Agreement to the contrary, all of the shares of Common
Stock subject to the Option will become exercisable immediately, if,
subsequent to the date that this Agreement 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):
(a) any person or group of persons becomes the beneficial owner of
25% or more of any equity security of the Company entitled to vote for the
election of directors;
(b) 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
(c) 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 9, 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 Securities Exchange Act of 1934 (the "1934 Act").
Beneficial ownership of more than 25% 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 subsection 9(a), the
limitations of this Agreement shall not become applicable again should the
person cease to own 25% or more of any equity security of the Company.
For purposes of this Section 9, "Continuing Directors" are directors who
were (l) in office prior to the time any of the provisions of subsections
9(a), (b) or (c) occurred or any person publicly announced an intention to
acquire 20% or more of any equity security of the Company, (2) in office for
a period of more than two years, and (3) nominated and approved by the
Continuing Directors.
10. ADDITIONAL CONDITION. Notwithstanding anything in this Agreement
to the contrary: (a) the Company may, if it shall determine it necessary or
desirable for any reason, at the time of the issuance of any shares of Common
Stock pursuant to the Option require the Director, as a condition 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 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 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
3
<PAGE>
regulatory body is necessary or desirable as a condition of, or in connection
with the issuance of shares of Common Stock pursuant thereto, or the removal
of any restrictions imposed on such shares, 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,
consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.
11. WITHHOLDING.
(a) The Company shall have the right to withhold from any payments
made under this Agreement, or to collect as a condition of payment, any
taxes required by law to be withheld. At any time when Director 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, Director 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 Company
may disapprove of any Election or may suspend or terminate the right to
make Elections. An Election is irrevocable.
(c) An Election must comply with all of the requirements of the 1934
Act.
12. DEFINITION OF FAIR MARKET VALUE. Whenever "Fair Market Value" of
Common Stock shall be determined for purposes of this Agreement, 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 applicable 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.
13. GENERAL. The Company shall at all times during the term of the
Option reserve and keep available such number of shares of Common Stock as
will be sufficient to satisfy the requirements of this Option Agreement.
4
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
GRAND CASINOS, INC.
By /s/ Lyle Berman
-------------------------------
Lyle Berman
Chief Executive Officer
/s/ Morris Goldfarb
-------------------------------
Morris Goldfarb
5
<PAGE>
Exhibit 4.8.2
AMENDMENT TO
OPTION AGREEMENT
This Amendment to Option Agreement is made and entered into effective as
of this 15th day of June 1998, by and between Grand Casinos, Inc., a
Minnesota corporation (the "Company") and Morris Goldfarb ("Director").
WHEREAS, in connection with his service as a member of the Board of
Directors of the Company, Director was granted an option to purchase an
aggregate of Thirty Five Thousand (35,000) shares of the common stock, $.01
par value, (the "Common Stock") of the Company (such number being subject to
adjustment) pursuant to the terms and conditions of an Option Agreement made,
entered into and dated as of April 12, 1994 (the "1994 Option Agreement"); and
WHEREAS, as a result of a three for two (3 for 2) stock split declared
by the Company, Director's original option to purchase Thirty Five Thousand
(35,000) shares of Common Stock has been adjusted so that Director now has
the right and option to purchase all, or any part of, Fifty Two Thousand,
Five Hundred (52,500) shares of Common Stock; and
WHEREAS, the Company and Director both wish to amend the 1994 Option
Agreement to conform it to the terms of the Company's 1995 Director Stock
Option plan, specifically with respect to the term of and the time for
exercise of the option.
NOW, THEREFORE, in consideration of the premises and of the terms and
conditions hereinafter set forth, the parties agree as follows:
1. AMENDMENT TO THE 1994 OPTION AGREEMENT.
Paragraph 4 of the 1994 Option Agreement is hereby amended and
restated in its entirety to read as follows:
4. TERM OF OPTION. To the extent vested, and except as
otherwise provided in this Agreement, the Option shall be
exercisable for ten (10) years from the date of this
Agreement; provided, however, that in the event that
Director ceases to be a director of the Company, for any
reason or no reason, with or without cause, Director or his
legal representative shall have three (3) years from the
date of such termination of his position as a director to
exercise any part of the Option vested pursuant to sections
3 or 4 of this Agreement. Upon the expiration of such three
(3) year period, or, if earlier, upon the expiration date of
the Option as set forth above, the Option shall terminate
and become null and void.
2. All other terms and provisions of the 1994 Option Agreement shall
remain the same.
<PAGE>
3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute but
one and the same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective the date and year first written above.
GRAND CASINOS, INC.
By: /s/ Timothy Cope
-------------------------------
Timothy Cope
CFO & Secretary
DIRECTOR
/s/ Morris Goldfarb
-------------------------------
Morris Goldfarb
2
<PAGE>
Exhibit 5.1
[LETTERHEAD]
January 12, 1999
Park Place Entertainment Corporation
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
RE: 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"). I have examined the
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement (the
"Registration Statement") to be filed 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. The Company may issue up to (i)
4,120,924 Shares pursuant to the 1991 Grand Casinos, Inc. Stock Option and
Compensation Plan, as amended, (ii) 120,000 Shares pursuant to the 1995 Grand
Casinos, Inc. Director Stock Option Plan ((i) and (ii) collectively, the
"Grand Plans"), and (iii) 151,500 Shares pursuant to the Grand Casinos, Inc.
Non-Plan Director Option Agreements (the "Grand Option Agreements").
I am familiar with the proceedings undertaken in connection with the
authorization and issuance of the Shares under the Grand Plans and the Grand
Option Agreements. 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
Grand Plans and the Grand Option Agreements 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>
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 11, 1999
