SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A Amendment Number 2
Amendment No. 1 to Form 8-A, filed
January 19, 1989, and Form 8-A,
filed February 10, 1989
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CAESARS WORLD, INC.
(Exact name of registrant as specified in its charter)
Florida 59-0773674
(State of incorporation or organization) (I.R.S. Employer
identification No.)
1801 Century Park West
Suite 2600
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Page 1 of 6 Pages
Exhibit Index is on Page 4
Item 1. Description of Securities to be Registered.
Item 1 is hereby supplemented as follows:
On December 9, 1994, the Company and First Chicago
Trust Company of New York (as successor to Morgan
Shareholder Services Trust Company) (the "Rights
Agent") entered into Amendment No. 1 to Rights Agree
ment (the "Amendment") which amended the Rights
Agreement, dated January 18, 1989, between the
Company and the Rights Agent. The Amendment imposes
a pre-condition that there be a determination by the
Board of Directors as to whether it is in the best
interests of the Company to determine that a person
or entity would be an "Unqualified Gaming Person"
(as defined in the Rights Agreement). No other
provisions of the Rights Agreement were affected.
Item 2. Exhibits.
Exhibit 1 Amendment No. 1 to Rights
Agreement, dated as of December 9, 1994,
between Caesars World, Inc. and First
Chicago Trust Company of New York.
SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the registrant has
duly caused this Amendment to be signed on its behalf by
the undersigned, thereto duly authorized.
Date: December 15, 1994
CAESARS WORLD, INC.
Name: /s/Philip L. Ball
Title: Senior Vice President
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
1 Amendment No. 1 5
to Rights
Agreement,
dated as of
December 9,
1994, between
Caesars World,
Inc. and First
Chicago Trust
Company of New
York.
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
AMENDMENT NO. 1, dated as of December 9, 1994, to the Rights
Agreement dated as of January 10, 1989 (the "Rights Agreement"),
between Caesars World, Inc., a Florida corporation (the
"Company"), and Morgan Shareholder Services Trust Company, a New
York corporation, as Rights Agent.
WHEREAS, First Chicago Trust Company of New York, a New York
corporation, is the successor corporation to Morgan Shareholder
Services Trust Company and is now the Rights Agent under the
above-described Rights Agreement (the "Rights Agent");
WHEREAS, the Company and the Rights Agent entered into the
Rights Agreement specifying the terms of the Rights (as defined
therein);
WHEREAS, the Company and the Rights Agent desire to amend
the Rights Agreement in accordance with Section 26 of the Rights
Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
agreements set forth in the Rights Agreement and this Amendment,
the parties hereby agree as follows:
1. Section 11(a)(ii)(C) of the Rights Agreement is amended
in its entirety, as follows:
"(C) any Person, alone or together with its Affiliates
and Associates, shall, at any time after the date of
this Agreement and at a time when the Company or a
Subsidiary of the Company holds one or more licenses
from the Nevada Gaming Commission, becomes the
Beneficial Owner of (i) 10% or more of the shares of
Common Stock then outstanding without being found
suitable by the Nevada Gaming Commission and without
being found qualified by the New Jersey Casino Control
Commission or (ii) 10% or more of the shares of Common
Stock then outstanding (or such higher percentage as
the Nevada Gaming Commission shall have previously
determined that such Person may beneficially own
without such beneficial ownership constituting, or
being presumed to constitute, control of the Company),
unless such Person has received prior approval to
acquire control of the Company by final order of the
Commission, and, in the case of both clauses (i) and
(ii), the Board of Directors has determined (with the
concurrence of a majority of the members of the Board
who are not employees of the Company), after reasonable
inquiry and investigation, including consultation with
such persons as such directors shall deem appropriate,
that such Beneficial Ownership is not in the best
interests of the Company (any such Person referred to
in clauses (i) or (ii) and with respect to which the
determination of the Board of Directors specified in
this paragraph (C) has been rendered, an "Unqualified
Gaming Person")."
2. The foregoing amendment shall be effective as of the
date hereof and, except as set forth herein, the Rights Agreement
shall remain in full force and effect and shall be otherwise
unaffected hereby.
3. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute on and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and their respective corporate
seals to be hereunto affixed, all as of the day and year first
above written.
CAESARS WORLD, INC.
(SEAL)
By: /s/Philip L Ball
Name: Philip L Ball
Title: Senior Vice President
FIRST CHICAGO TRUST COMPANY OF NEW
YORK, as Rights Agent
(SEAL)
By: /s/Ralph Persico
Name: Ralph Persico
Title: Customer Service Officer
