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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL __, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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1995 DIRECTOR STOCK OPTION PLAN
(Full title of plan)
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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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock ($0.01 200,000 shares $9 3/4 $1,950,000.00 $590.91
par value per share)
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</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 the Registrant's Form 10-K for the fiscal year ended
December 29, 1996.
(b) 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 5. Interests of Named Experts and Counsel.
Neil I. Sell, a director of the Company, is a partner at Maslon Edelman
Borman & Brand, a Professional Limited Liability Partnership. Partners of
Maslon Edelman Borman & Brand, a Professional Limited Liability Partnership,
beneficially own 16,798 shares of Grand Casinos, Inc. Common Stock.
Item 6. Indemnification of Directors and Officers.
The registrant is governed by Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation shall indemnify any
person made or threatened to be made a party to any proceeding by reason of the
former or present official capacity of such person against judgments,
penalties, fines, including, without limitation, excise taxes assessed against
such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorney's fees and disbursements, incurred by
such person in connection with the proceeding, if, with respect to the acts or
omissions of such person complained of in the proceeding, such person has not
been indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause
to believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed
that the conduct was in the best interests of the corporation, or in the case
of acts
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or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
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).
Item 9.Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
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(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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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
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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
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/s/ Lyle Berman
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Lyle Berman Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/ Thomas J. Brosig
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Thomas J. Brosig President and Director
/s/ Timothy J. Cope
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Timothy J. Cope Chief Financial Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ Stanley M. Taube
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Stanley M. Taube Director and Executive Vice President
/s/ David L. Rogers
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David L. Rogers Director
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/s/ Neil I. Sell
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Neil I. Sell Director
/s/ Morris Goldfarb
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Morris Goldfarb Director
/s/ Joel N. Waller
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Joel N. Waller Director
/s/ Ronald J. Kramer
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Ronald J. Kramer Director
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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.
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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 200,000 shares of the Company's Common Stock, $.01
per share par value (the "Common Stock") issuable under the Company's 1995
Director Stock Option Plan (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.
We are qualified to practice law in the State of Minnesota. The opinions
set forth herein are expressly limited to the laws of the
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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
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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
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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
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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 8th, 1997
