SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Caesars World, Inc.
(Name of Issuer)
Common Stock, $.10 par value
(Title of Class of Securities)
1276995104N
(CUSIP Number)
David P. Levin, Esq.
Kramer, Levin, Naftalis, Nessen, Kamin & Frankel
919 Third Avenue
New York, New York 10022
(212) 715-9100
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
<PAGE>
January 4, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: / /
Check the following box if a fee is being paid with this
statement: /X/
Page 1 of 22 pages
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Exhibit Index appears on page
<PAGE>
SCHEDULE 13D
CUSIP No. 1276995104N Page 2 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN & CO., L.P. 13-3321472
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 882,000 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 882,000 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
882,000 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 1276995104N Page 3 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN FOCUS FUND L.P. 13-3746015
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 104,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 104,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
104,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 1276995104N Page 4 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN INTERNATIONAL LIMITED
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
BRITISH VIRGIN ISLANDS
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 404,300 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 404,300 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
404,300 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 1276995104N Page 5 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS, L.P. 13-3544838
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 986,500 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 986,500 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
986,500 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9% (See Item 5)
14) TYPE OF REPORTING PERSON
PN
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 1276995104N Page 6 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DICKSTEIN PARTNERS INC. 13-3537972
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7) SOLE VOTING POWER
Not Applicable
NUMBER
OF 8) SHARED VOTING POWER
SHARES 1,390,800 (See Item 5)
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH Not Applicable
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH 1,390,800 (See Item 5)
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,390,800 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
14) TYPE OF REPORTING PERSON
CO
PAGE
<PAGE>
SCHEDULE 13D
CUSIP No. 1276995104N Page 7 of 22 Pages
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MARK DICKSTEIN
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /__/
(b) SEE ITEM 5
3) SEC USE ONLY
4) SOURCE OF FUNDS
AF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
/__/
6) CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
7) SOLE VOTING POWER
1,390,800 (See Item 5)
NUMBER
OF 8) SHARED VOTING POWER
SHARES Not Applicable
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,390,800 (See Item 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH Not Applicable
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,390,800 (See Item 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
/__/
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% (See Item 5)
14) TYPE OF REPORTING PERSON
IN
PAGE
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Schedule 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement")
relates to the Common Stock, $.10 par value (the "Common Stock"),
of Caesars World, Inc., a Florida corporation (the "Company").
The principal executive offices of the Company are located at
1801 Century Park East, Suite 2600, Los Angeles, California
90067.
Item 2. Identity and Background.
(a) - (c) This Statement is being filed by Dickstein &
Co., L.P. ("Dickstein & Co."), Dickstein Focus Fund L.P.
("Dickstein Focus"), Dickstein International Limited ("Dickstein
International"), Dickstein Partners, L.P. ("Dickstein Partners"),
Dickstein Partners Inc. ("Dickstein Inc.") and Mark Dickstein.
Dickstein & Co., Dickstein International, Dickstein Partners,
Dickstein Inc. and Mark Dickstein are collectively referred to as
the "Reporting Persons."
Dickstein & Co. is a Delaware limited partnership
engaged in certain investment activities, including, but not
limited to, (i) the purchase of marketable and non-marketable
securities and other obligations of bankrupt or near bankrupt
companies, (ii) risk arbitrage transactions undertaken in
connection with, among other things, mergers and acquisitions and
(iii) the purchase of securities in entities which appear to be
undervalued.
Dickstein Focus is a Delaware limited partnership which
engages in certain investment activities similar in nature to the
activities engaged in by Dickstein & Co.
Dickstein International is a limited liability, open
end investment fund incorporated as an international business
company in the Territory of the British Virgin Islands.
Dickstein International engages in certain investment activities
similar in nature to the activities engaged in by Dickstein & Co.
Dickstein Partners is a Delaware limited partnership
and is the general partner of Dickstein & Co. and Dickstein
Focus. As such, Dickstein Partners makes all investment and
trading decisions for Dickstein & Co. and Dickstein Focus.
Dickstein Inc. is a Delaware corporation and is the
general partner of Dickstein Partners and the advisor to
Dickstein International. In its capacity as advisor, Dickstein
Inc. makes all investment and trading decisions for Dickstein
International.
8
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Mark Dickstein is the president and sole director of
Dickstein Inc.
The business address and the address of the principal
executive office of each of Dickstein & Co., Dickstein Focus,
Dickstein Partners and Dickstein Inc. is 9 West 57th Street, New
York, New York 10019. The business address and the address of
the principal executive office of Dickstein International is 129
Front Street, Hamilton HM 12, Bermuda. The business address of
Mark Dickstein is c/o Dickstein Partners, 9 West 57th Street, New
York, New York 10019.
The name, business address and present principal
occupation or employment of each of the executive officers and
directors of Dickstein Inc., including Mark Dickstein, are set
forth on Schedule I annexed hereto, which is incorporated herein
by reference.
(d) - (e) During the last five years, none of the
Reporting Persons, and, to the best knowledge of the Reporting
Persons, none of the persons listed on Schedule I hereto, has
been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
Federal or state securities laws or finding any violation with
respect to such laws.
(f) Each natural person identified in this Item 2
is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The cost of the shares of Common Stock and options to
acquire Common Stock (see Item 5 below) reported owned by
Dickstein & Co, Dickstein Focus and Dickstein International was
funded out of each such entity's working capital, which may, at
any given time, include margin loans made by brokerage firms in
the ordinary course of business. In the case of Dickstein Co.,
the total cost of the reported securities was $31,551,408. In
the case of Dickstein Focus, the total cost of the reported
securities was $3,790,257. In the case of Dickstein
International, the total cost of the reported securities was
$14,538,578.
Item 4. Purpose of Transaction.
The Reporting Persons acquired beneficial ownership of
the shares of Common Stock to which this Statement relates for
investment.
9
PAGE
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The Reporting Persons may acquire additional shares of
Common Stock or other securities of the Company or sell or
otherwise dispose of any or all of the shares of Common Stock or
other securities of the Company beneficially owned by them. The
Reporting Persons may take any other action with respect to the
Company or any of its debt or equity securities in any manner
permitted by law.
Except as disclosed in this Item 4, the Reporting
Persons have no current plans or proposals which relate to or
would result in any of the events described in Items (a) through
(j) of the instructions to Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Persons beneficially own an
aggregate of 1,390,800 shares of Common Stock (including 640,300
shares of Common Stock that the Reporting Persons have the right
to acquire beneficially within 60 days through the exercise of
options), representing approximately 5.4% of the outstanding
shares of Common Stock. Dickstein & Co. beneficially owns
882,000 shares of Common Stock (including 407,000 shares of
Common Stock that Dickstein & Co. has the right to acquire
beneficially within 60 days through the exercise of options),
representing approximately 3.5% of the outstanding shares.
Dickstein Focus beneficially owns 104,500 shares of Common Stock
(including 47,500 shares of Common Stock Dickstein Focus has the
right to acquire beneficially within 60 days through the exercise
of options), representing approximately .4% of the outstanding
shares. Dickstein International beneficially owns 404,300 shares
of Common Stock (including 185,800 shares of Common Stock that
Dickstein International has the right to acquire beneficially
within 60 days through the exercise of options), representing
approximately 1.6% of the outstanding shares.[1]
(b) By reason of its position as general partner of
Dickstein & Co. and Dickstein Focus, Dickstein Partners may be
deemed to possess the power to vote and dispose of the shares of
Common Stock beneficially owned by Dickstein & Co. and Dickstein
Focus. By reason of its position as general partner of Dickstein
Partners and advisor to Dickstein International, Dickstein Inc.
may be deemed to possess the power to vote and dispose of the
shares of Common Stock beneficially owned by Dickstein & Co.,
Dickstein Focus and Dickstein International. By reason of his
position as president and sole director of Dickstein Inc., Mark
[1] Percentages are based upon 25,120,463 shares of Common
Stock reported outstanding as of December 8, 1994 in the
Company's Quarterly Report on Form 10-Q for the quarter ended
October 31, 1994.
10
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<PAGE>
Dickstein may be deemed to possess the power to vote and dispose
of the shares of Common Stock beneficially owned by Dickstein &
Co., Dickstein Focus and Dickstein International. Pursuant to
Rule 13d-4 promulgated under the Securities Exchange Act of 1934,
as amended, (i) Dickstein & Co. disclaims beneficial ownership of
all shares of Common Stock beneficially owned by Dickstein
International and Dickstein Focus, (ii) Dickstein Focus disclaims
beneficial ownership of all shares of Common Stock beneficially
owned by Dickstein & Co. and Dickstein International, (iii)
Dickstein International disclaims beneficial ownership of all
shares of Common Stock beneficially owned by Dickstein & Co. and
Dickstein Focus and (iv) each of Dickstein Partners, Dickstein
Inc. and Mark Dickstein disclaims beneficial ownership of the
shares of Common Stock beneficially owned by Dickstein & Co.,
Dickstein Focus and Dickstein International, other than those
shares in which they have a pecuniary interest.
(c) Except as set forth on Schedule II annexed hereto,
none of the persons identified in Item 2 has effected any
transactions in the Common Stock during the past 60 days. All
transactions reported on Schedule II were effected in the open
market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
relationships with Respect to Securities of the Issuer.
See Schedule II with respect to the strike prices and
expirations of the standardized call options to acquire Common
Stock held by the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 -- Agreement of joint filing pursuant to Rule 13d(1)-f
promulgated under the Securities Exchange Act of 1934, as
amended.
11
PAGE
<PAGE>
SIGNATURE
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this Statement is true, complete and
correct.
Dated: January 13, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein Focus Fund
L.P.
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent of
Dickstein International Limited
/s/Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
/s/Alan Cooper
Name: Alan Cooper
12
PAGE
<PAGE>
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/Alan Cooper
Name: Alan Cooper
/s/Mark Dickstein
Name: Mark Dickstein
13
PAGE
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
1 Agreement of joint filing pursuant 21
to Rule 13d(1)-f promulgated under
the Securities Exchange Act of 1934,
as amended
14
PAGE
<PAGE>
SCHEDULE I
EXECUTIVE OFFICERS AND DIRECTORS
DICKSTEIN PARTNERS INC. ("DICKSTEIN INC.")
The name and present principal occupation or employment
of each of the executive officers and directors of Dickstein Inc.
is set forth below. The business address of each such person is
c/o Dickstein Partners, 9 West 57th St., New York, New York
10019.
Name and Present Principal
Positions Held Occupation or Employment
Mark Dickstein President and Sole Director
President and of Dickstein Inc.
Sole Director
David Brail Vice President of Dickstein Inc.
Vice President
Tod Black Vice President of Dickstein Inc.
Vice President
Edward Farr Vice President of Dickstein Inc.
Vice President
Mark Kaufman Vice President of Dickstein Inc.
Vice President
Arthur Wrubel Vice President of Dickstein Inc.
Vice President
Samuel Katz Vice President of Dickstein Inc.
Vice President
Mark Brodsky Vice President of Dickstein Inc.
Vice President
Alan S. Cooper Vice President and General Counsel
Vice President of Dickstein Inc.
General Counsel
15
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<PAGE>
TRANSACTIONS IN COMMON
STOCK OF
CAESARS WORLD
Shares Purchased by Dickstein & Co., L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
12/19/94 190,000 65.629 11,450 12,480,960
12/19/94 210,000 65.923 12,650 13,856,480
12/21/94 50,000 65.873 3,025 3,296,690
12/23/94 11,100 66.750 691 741,616
12/27/94 13,900 66.625 859 926,946
Shares Purchased by Dickstein International Limited
Number of
Shares Price per Total
Date Purchased share Commission Cost
12/19/94 70,000 65.629 4,225 4,598,255
12/19/94 70,000 65.923 4,225 4,618,835
12/21/94 17,500 65.873 1,075 1,153,857
12/23/94 4,000 66.750 265 267,265
12/27/94 4,800 66.625 313 320,113
12/30/94 24,000 66.500 1,465 1,597,465
1/3/95 28,200 66.530 1,717 1,877,863
Shares Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Price per Total
Date Purchased share Commission Cost
12/19/94 17,000 65.923 1,045 1,121,736
12/19/94 15,000 65.629 925 985,360
12/21/94 4,000 65.873 265 263,758
12/23/94 1,000 66.750 85 66,835
12/27/94 1,000 66.625 85 66,710
12/30/94 6,000 66.500 385 399,385
1/3/95 13,000 66.530 805 865,695
16
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<PAGE>
TRANSACTIONS IN CALL OPTIONS
OF CAESARS WORLD
FEB 60 CALLS
Options Purchased by Dickstein & Co., L.P.
Number of
Shares Underlying
Options Price per Total
Date Purchased Option Share Commission Cost
12/19/94 17,500 7.125 70 124,757
Options Purchased by Dickstein International Limited
Number of
Shares Underlying
Options Price per Total
Date Purchased Option Share Commission Cost
12/19/94 6,900 7.125 27 49,190
Options Purchased by Dickstein Focus Fund, L.P.
Number of
Shares Underlying
Options Price per Total
Date Purchased Option Share Commission Cost
12/19/94 400 6.750 1 2,701
12/19/94 600 7.125 2 4,277
17
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<PAGE>
TRANSACTIONS IN CALL OPTIONS
OF CAESARS WORLD
FEB 65 CALLS
Options Purchased by Dickstein & Co., L.P.
Number of
Shares
Underlying
Options Price per Total
Date Purchased Option Share Commission Cost
12/19/94 3,500 2.125 14 7,451
Options Purchased by Dickstein International Limited
Number of
Shares
Underlying
Options Price per Total
Date Purchased Option Share Commission Cost
12/19/94 1,500 2.125 6 3,193
18
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<PAGE>
TRANSACTIONS IN CALL OPTIONS
OF CAESARS WORLD
JAN 70 CALLS
Options Purchased by Dickstein & Co., L.P.
Number of
Shares
Underlying
Options Price per Total
Date Purchased Option Share Commission Cost
12/19/94 18,000 0.25 72 4,572
12/19/94 2,500 0.3125 10 791
12/20/94 35,000 0.25 140 8,890
12/21/94 20,000 0.3125 80 6,330
12/22/94 24,500 0.625 98 15,410
12/23/94 26,100 0.5 104 13,154
12/27/94 44,000 0.3125 176 13,926
12/28/94 20,000 0.3125 80 6,330
12/29/94 67,000 0.3125 268 21,205
12/30/94 42,900 0.3125 171 13,577
1/04/95 1,800 0.1875 7 344
1/04/95 25,300 0.1875 101 4,844
1/04/95 10,000 0.1875 40 1,915
1/06/95 15,700 0.1875 62 3,006
1/12/95 33,200 0.063 132 2,207
Options Purchased by Dickstein International Limited
Number of
Shares
Underlying
Options Price per Total
Date Purchased Option Share Commission Cost
12/19/94 6,500 0.25 26 1,651
12/20/94 12,500 0.25 50 3,175
12/21/94 7,300 0.3125 29 2,310
12/22/94 8,700 0.625 34 5,472
12/23/94 9,000 0.5 36 4,536
12/27/94 15,000 0.3125 60 4,747
12/28/94 15,000 0.3125 60 4,747
12/29/94 25,000 0.3125 100 7,912
12/30/94 39,000 0.3125 156 12,343
1/04/95 6,600 0.1875 26 1,263
1/04/95 11,600 0.1875 46 2,221
1/06/95 6,000 0.1875 24 1,149
1/12/95 15,200 0.063 60 1,010
19
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<PAGE>
TRANSACTIONS IN CALL OPTIONS
OF CAESARS WORLD
JAN 70 CALLS
Options Purchased by Dickstein Focus Fund, L.P.
Number of
Shares
Underlying
Options Price per Total
Date Purchased Option Share Commission Cost
12/19/94 1,500 0.25 6 381
12/20/94 2,500 0.25 10 635
12/21/94 1,800 0.3125 7 569
12/22/94 2,200 0.625 8 1,383
12/23/94 2,500 0.50 10 1,260
12/27/94 4,000 0.3125 16 1,266
12/28/94 6,500 0.3125 26 2,057
12/29/94 8,000 0.3125 32 2,532
12/30/94 7,000 0.3125 28 2,215
1/04/95 3,100 0.1875 12 593
1/06/95 3,300 0.1875 13 631
1/12/95 4,100 0.063 16 272
20
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EXHIBIT 1
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the
Securities Exchange Act of 1934, the undersigned persons hereby
agree to file with the Securities and Exchange Commission the
Statement on Schedule 13D (the "Statement") to which this
Agreement is attached as an exhibit, and agree that such
Statement, as so filed, is filed on behalf of each of them.
IN WITNESS WHEREOF, the undersigned have executed this
Agreement.
Dated: January 13, 1995
DICKSTEIN & CO., L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P., the
general partner of Dickstein & Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN INTERNATIONAL LIMITED
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the agent of
Dickstein International Limited
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN FOCUS FUND, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.,
the general partner of Dickstein &
Co., L.P.
/s/ Alan Cooper
Name: Alan Cooper
21
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<PAGE>
DICKSTEIN PARTNERS, L.P.
By: Alan Cooper, as Vice President of
Dickstein Partners Inc., the general
partner of Dickstein Partners, L.P.
/s/ Alan Cooper
Name: Alan Cooper
DICKSTEIN PARTNERS INC.
By: Alan Cooper, as Vice President
/s/ Alan Cooper
Name: Alan Cooper
/s/ Mark Dickstein
Name: Mark Dickstein
22
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