<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL ___, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
GRAND CASINOS, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1689535
(State or other jurisdiction or (IRS Employer
incorporation or organization) Identification No.)
130 Cheshire Lane
Minnetonka, Minnesota 55305
(Address, including zip code of principal executive offices)
____________________________________
1991 STOCK OPTION AND COMPENSATION PLAN, AS AMENDED
(Full title of plan)
____________________________________
Thomas J. Brosig
President
130 Cheshire Lane
Minnetonka, Minnesota 55305
(612) 449-9092
(Name, and address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Russell F. Lederman, P.A.
Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
3300 Norwest Center
Minneapolis, Minnesota 55402
(612) 672-8200
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
<S> <C> <C> <C> <C>
TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock ($0.01 2,575,000 $ 9 3/4 $ 25,106,250.00 $ 7,607.95
par value per share) shares
====================================================================================================================================
</TABLE>
(1) Estimated solely for purposes of computing the registration fee in
accordance with Rule 457(h) and based upon the average of the high and low
sales prices of the Common Stock on the New York Stock Exchange on April
3, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof:
(a) The contents of Registration Statement on Form S-8 No. 33-54188, filed
on November 5, 1992;
(b) The contents of Registration Statement on Form S-8 No. 33-82936, filed
on August 16, 1994;
(c) The contents of Registration Statement on Form S-8 No. 33-97364, filed
on September 26, 1995; and
(d) The description of Common Stock included under the caption "Securities
to be Registered" in its Registration Statement on Form 8-A/A, dated
April 14, 1994, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Item 8. Exhibits.
5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership.
23A. Consent of Arthur Andersen LLP.
23B. Consent of Arthur Andersen LLP.
23C. Consent of KPMG Peat Marwick LLP.
23D. Consent of KPMG Peat Marwick LLP.
23E. Consent of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership (contained in Exhibit 5).
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on April 8, 1997.
GRAND CASINOS, INC.
By /s/ Lyle Berman
-------------------------
Lyle Berman
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on the 8th day of April, 1997,
by the following persons in the capacities indicated:
Signature Title
- --------- -----
/s/ Lyle Berman
- --------------------
Lyle Berman Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas J. Brosig
- --------------------
Thomas J. Brosig President and Director
/s/ Timothy J. Cope
- --------------------
Timothy J. Cope Chief Financial Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ Stanley M. Taube
- --------------------
Stanley M. Taube Director and Executive Vice President
/s/ David L. Rogers
- --------------------
David L. Rogers Director
II-2
<PAGE> 4
/s/ Neil I. Sell
- --------------------
Neil I. Sell Director
/s/ Morris Goldfarb
- --------------------
Morris Goldfarb Director
/s/ Joel N. Waller
- --------------------
Joel N. Waller Director
/s/ Ronald J. Kramer
- --------------------
Ronald J. Kramer Director
II-3
<PAGE> 5
EXHIBIT INDEX
Exhibit Page
- ------- ----
5. Opinion of Maslon Edelman Borman & Brand, a Professional Limited
Liability Partnership.
23A. Consent of Arthur Andersen LLP.
23B. Consent of Arthur Andersen LLP.
23C. Consent of KPMG Peat Marwick LLP.
23D. Consent of KPMG Peat Marwick LLP.
II-4
<PAGE> 1
EXHIBIT 5
April 7, 1997
Grand Casinos, Inc.
130 Cheshire Lane
Minnetonka, Minnesota
RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION
STATEMENT")
Gentlemen:
We have acted as counsel for Grand Casinos, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act") of 2,575,000 shares of the Company's Common Stock, $.01
per share par value (the "Common Stock") issuable under the Company's 1991
Stock Option and Compensation Plan, as Amended (the "Plan") and, subject to
adjustment as provided therein, under the Registration Statement on Form S-8
proposed to be filed with the Securities and Exchange Commission.
We have made such legal and factual examinations and inquiries, including
an examination of originals, or copies certified or otherwise identified to our
satisfaction as being true reproductions of originals, of all such corporate
records of the Company, agreements and other instruments, certificates of
public officials and officers and representatives of the Company, and such
other documents as we have deemed necessary as a basis for the opinions
hereafter expressed.
Without limiting the generality of the foregoing, in our examination, we
have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document
and agreement to which such party is a signatory, and such party's obligations
set forth therein are its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document or agreement is legally competent to do so, and
(iii) all corporate records made available to us by the Company and all public
records reviewed are accurate and complete.
Based upon the foregoing and having regard to legal considerations that we
deem relevant, we are of the opinion that, when the shares of Common Stock have
been registered under the Securities Act, and when the Company has received the
consideration to be received for said shares in accordance with the provisions
of the Plan and said shares of Common Stock have been issued by the
Company as provided under the Plan, said shares of Common Stock will be duly
authorized, validly issued, fully paid, and nonassessable.
<PAGE> 2
We are qualified to practice law in the State of Minnesota. The opinions
set forth herein are expressly limited to the laws of the State of Minnesota
and we do not purport to be experts on, or express any opinion herein
concerning any laws other than the laws of the State of Minnesota. We express
no opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, or any orders, consents, or other authorizations or
approvals as may be required by, any federal law, including any federal
securities law, or any state securities or blue sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm therein.
Very truly yours,
/s/ Maslon Edelman Borman & Brand,
a Professional Limited Liability Partnership
<PAGE> 1
EXHIBIT 23A
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 7, 1997
incorporated by reference in Grand Casino, Inc.'s Form 10-K for the year ended
December 29, 1996 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
April 7, 1997
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EXHIBIT 23B
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 26, 1997
incorporated by reference in Grand Casino Inc.'s Form 10-K for the year ended
December 29, 1996 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 7, 1997
<PAGE> 1
EXHIBIT 23C
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Grand Casinos, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
April 8, 1997
<PAGE> 1
EXHIBIT 23D
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Stratosphere Corporation:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
Las Vegas, Nevada
April 8, 1997
