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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CAESARS WORLD, INC.
(NAME OF SUBJECT COMPANY)
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ITT FLORIDA ENTERPRISES, INC.
ITT CORPORATION
(BIDDERS)
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COMMON STOCK, PAR VALUE $0.10 PER SHARE
(INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
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127695104
(CUSIP NUMBER OF CLASS OF SECURITIES)
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WALTER F. DIEHL, JR., ESQ.
ITT CORPORATION
1330 AVENUE OF THE AMERICAS
NEW YORK, NY 10019-5490
(212) 258-1000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
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COPIES TO:
PHILIP A. GELSTON, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019
(212) 474-1000
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ITT Corporation ("Parent") and ITT Florida Enterprises, Inc. (the
"Purchaser") hereby amend and supplement their combined Tender Offer Statement
on Schedule 14D-1 and Statement on Schedule 13D originally filed on December
23, 1994 (the "Statement"), with respect to an offer (the "Offer") to purchase
all outstanding shares of common stock, $0.10 par value, of Caesars World,
Inc., a Florida corporation (the "Company"), together with the associated
junior participating preferred stock purchase rights (the "Shares"), on the
terms described in the Offer to Purchase dated December 23, 1994. Capitalized
terms not defined herein have the meanings assigned thereto in the Statement.
ITEM 10. ADDITIONAL INFORMATION.
On February 1, 1995, Bankers Trust Company, as Depositary in connection with
the Offer, notified Parent that a total of 24,130,291 Shares representing
approximately 92.9% of the total outstanding Shares had been tendered pursuant
to the Offer.
In addition to the information set forth in the Offer to Purchase dated
December 23, 1994 and the Company's Solicitation/Recommendation Statement on
Schedule 14D-9 dated December 23, 1994 with respect to the Offer, including the
Company's Information Statement attached thereto, each of which was previously
mailed to the Company's shareholders, set forth below, pursuant to the
requirements of Section 14(f) of the Exchange Act and Rule 14f-1 promulgated
thereunder, are the name, business address, present principal occupation or
employment and five-year employment history of two additional individuals who
may be designated by Parent and the Purchaser as directors of the Company in
accordance with the Merger Agreement:
<TABLE>
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PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT
NAME AND BUSINESS ADDRESS HISTORY
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John Kapioltas Mr. Kapioltas has been Chairman of the Board and
ITT Sheraton Corporation Chief Executive Officer of ITT Sheraton
60 State Street Corporation since 1985 and was President of ITT
Boston, MA 02109 Sheraton Corporation between 1985 and 1993.
Daniel P. Weadock Mr. Weadock has been president of ITT Sheraton
ITT Sheraton Corporation Corporation since November 1993. From 1988 until
60 State Street October 1993 Mr. Weadock was President and Chief
Boston, MA 02109 Executive Officer of ITT Communications and
Information Services, Inc. In addition, Mr.
Weadock was Senior Vice President of Parent
between June 1992 and October 1993 and Executive
Vice President of Parent between 1983 and June
1992.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: February 1, 1995
ITT Florida Enterprises, Inc.
By: /s/ Walter F. Diehl, Jr.
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Name: Walter F. Diehl, Jr.
Title: Vice President
ITT Corporation
By: /s/ Walter F. Diehl, Jr.
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Name: Walter F. Diehl, Jr.
Title: Vice President
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