SECURITIES AND EXCHANG COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 2 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 East
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)
Item 1. Description of Securities to be Registered.
Item 1 is hereby supplemented as follows:
On January 20, 1995 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. 2 to Rights Agree
ment (the "Amendment") which amended the Rights
Agreement, dated January 18, 1989, between the
Company and the Rights Agent. The Amendment
confirms that the provisions of the Rights Plan do
not apply to the acquisition of Caesars World by ITT
Corporation or the transactions related thereto. As
a result, all Rights will expire upon consummation
of the acquisition. No other provisions of the
Rights Agreement were affected.
Item 2. Exhibits.
Exhibit 1 Amendment No. 2 to Rights
Agreement, dated as of January 20, 1995,
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: January 23, 1995
CAESARS WORLD, INC.
/s/Philip L. Ball
Name: Philip L. Ball
Title: Senior Vice President
EXHIBIT INDEX
Sequentially
Numbered
Exhibit Description Page
1 Amendment No. 2 5
to Rights
Agreement,
dated as of
January 20,
1995, between
Caesars World,
Inc. and First
Chicago Trust
Company of New
York.
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2, dated as of January 20, 1995, to the Rights
Agreement dated as of January 10, 1989 (the "Rights Agreement"),
between Caesars World, Inc., a Florida corporation (the
"Company"), and the First Chicago Trust Company of New York as
successor Rights Agent (the "Rights Agent"), as previously
amended by Amendment No. 1 to Rights Agreement, dated as of
December 9, 1994, between the company and 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;
WHEREAS, the Board of Directors has previously adopted
resolutions to exempt ITT (as defined below) and ITT Florida (as
defined below) and their respective Affiliates (as defined in the
Rights Agreement) and Associates (as defined in the Rights
Agreement) from the terms of the Rights Agreement and has further
made the necessary determinations, including, without limitation,
that the Offer (as defined below) in respect of the Merger
Agreement (as defined below) is fair to holders of Common Stock
(as defined in the Rights Agreement) and is otherwise in the best
interests of the Company, to cause the terms of the Rights
Agreement to be inapplicable in all respects to the Merger
Agreement, the Option Agreement (as defined in the Merger
Agreement) and the Offer and the transactions contemplated
thereby.
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) of the Rights Agreement is amended by
inserting the following sentence at the end of such Section:
"Notwithstanding any provision of this Section 11(a)(ii) or
any other provision of this Agreement, no Distribution Date
will be deemed to occur with respect to ITT Corporation
("ITT"), ITT Florida Enterprises ("ITT Florida"), nor any of
their respective Affiliates or Associates and neither ITT
nor ITT Florida, nor any of their respective Affiliates or
Associates, will be considered an Acquiring Person, Adverse
Person or Unqualified Gaming Person as a result of the
announcement or consummation of the transactions
contemplated by the Agreement and Plan of Merger, dated as
of December 19, 1994, among ITT, ITT Florida and the Company
(the "Merger Agreement"), including with respect to the
Offer and the Merger (as such terms are defined in the
Merger Agreement) and the Option Agreement, dated as of
December 19, 1994, among ITT, ITT Florida and the Company."
2. Section 13(d) of the Rights Agreement is amended by
inserting the following sentence at the end of such Section:
"Notwithstanding anything in this Agreement to the contrary,
Section 13 shall also not be applicable to the Merger
Agreement and the transactions contemplated thereby."
3. 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.
4. 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
