<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 14, 1998
GRAND CASINOS, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-19565 41-1689535
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
130 CHESHIRE LANE, MINNETONKA, MINNESOTA 55305
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 449-9092
NOT APPLICABLE
(Former name or former address, if changed since last report)
Page 1 of 14
Exhibit Index Appears on Page 3
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ITEM 5. OTHER EVENTS.
Grand Casinos, Inc. ("Grand"), Hilton Hotels Corporation ("Hilton", and
together with Grand, the "Companies") and Park Place Entertainment Corporation
("Park Place") publicly filed a registration statement on Form S-4 with the
Securities and Exchange Commission which also constitutes the Preliminary Joint
Proxy Statement/Prospectus (as amended, the "Registration Statement") of the
Companies. For purposes of the Registration Statement, Park Place is the
Registrant. As indicated in the press release dated October 14, 1998, which is
filed as Exhibit 99.1 to this Form 8-K, and incorporated herein by reference,
the contents of the Proxy Statement were filed publicly with the Securities and
Exchange Commission ("SEC") on October 14, 1998 on Form S-4. The Registration
Statement can be read in its entirety by accessing the SEC's EDGAR database at
"http://www.sec.gov" and searching for Park Place Entertainment Corporation.
The SEC file number of the document is 333-65645.
Grand's Press Release dated October 20, 1998, which is filed as Exhibit
99.2 to this Form 8-K, is also incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated October 14, 1998.
99.2 Press Release dated October 20, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRAND CASINOS, INC.
(Registrant)
Date: October 20, 1998 By: /s/ Timothy Cope
-----------------------------
Name: Timothy Cope
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
99.1 Press Release............................................ 4
99.2 Press Release.............................................7
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EXHIBIT 99.1
Grand Casinos, Inc. (ticker: GND, exchange: New York Stock Exchange) News
Release - Wednesday, October 14, 1998
- --------------------------------------------------------------------------------
HILTON, GRAND CASINOS, INC. FILE PRELIMINARY JOINT PROXY, PROSPECTUS ON
GAMING SPIN-OFF, MERGER
- -- New gaming company named Park Place Entertainment Corporation
--
BEVERLY HILLS, CALIF., OCTOBER 14, 1998 -- Hilton Hotels Corporation
(NYSE:HLT) and Grand Casinos, Inc. (NYSE:GND) today announced the filing with
the Securities and Exchange Commission of a preliminary joint proxy statement
and prospectus detailing Hilton's proposed separation of its lodging and gaming
operations and the new gaming company's proposed merger with Grand Casinos'
Mississippi operations. This document had previously been filed confidentially
with the SEC.
The transactions, are expected to be completed by year-end 1998, subject to
shareholder, regulatory and other approvals. Hilton is in the process of
obtaining a ruling from the Internal Revenue Service that the distribution of
the shares of the new gaming company will not be taxable to Hilton or Hilton
shareholders. Additionally, Grand Casinos, Inc. will separate its Mississippi
business from its Indian casino management business in a tax-free distribution
to its shareholders. The Indian casino management business along with various
other assets will form a new publicly traded company. Grand Casinos is in the
process of obtaining a ruling from the IRS that the distribution will not be
taxable to Grand Casinos shareholders. It is anticipated that proxy materials
will be mailed to shareholders later this month, with each company expected to
hold its respective shareholder meeting in late November. The record date for
shareholders of both companies has been moved from October 5 to October 20,
1998.
Among the information contained in the filing:
- The new gaming company, which will be the world's largest and
most diverse casino gaming entity, will be called Park Place
Entertainment Corporation. It will trade on the New York Stock
Exchange under the proposed ticker symbol "PPE."
- Park Place Entertainment's executive management team will
include the following:
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- Stephen F. Bollenbach, chairman of the board. Mr. Bollenbach
will retain his current position as president and chief
executive officer of Hilton Hotels Corporation following the
split.
- Arthur M. Goldberg, president and chief executive officer.
Mr. Goldberg currently is president - gaming operations for
Hilton Hotels Corporation.
- Wallace R. Barr, executive vice president. Mr. Barr is
executive vice president eastern region for Hilton's gaming
operations.
- Clive S. Cummis, executive vice president - law and
corporate affairs, and secretary. Mr. Cummis currently is
chairman of the law firm of Sills, Cummis, Zuckerman, Radin,
Epstein & Gross.
- Mark Dodson, executive vice president. Mr. Dodson currently
is executive vice president and treasurer for Hilton Gaming
Corporation.
- Scott A. LaPorta, executive vice president and chief
financial officer. Mr. LaPorta currently is senior vice
president and treasurer for Hilton Hotels Corporation.
Additionally, Grand Casinos chairman Lyle Berman will serve on Park Place
Entertainment's Board of Directors and current Grand Casinos president and CEO
Thomas Brosig will be in charge of Park Place's Mississippi-Louisiana-Missouri
operations.
Hilton also announced that upon the split, Matthew J. Hart, executive vice
president and chief financial officer for Hilton Hotels Corporation, will also
assume the responsibilities of treasurer for the lodging company.
- New long-term employment agreements, the details of which are
contained in the preliminary proxy statement/prospectus, will
be entered into with Messrs. Bollenbach and Goldberg. The
agreements, which are primarily stock-option based and
therefore aligned with the interests of the shareholders,
include cash compensation (base salary plus bonus), incentive
(or "performance") stock options, other standard benefits and
non-compete agreements.
Following completion of the transactions, Hilton Hotels Corporation will
maintain its position as one of the world's foremost lodging companies. The
company owns, manages or franchises approximately 260 hotels in the United
States, including ownership of some of the world's most renowned properties,
such as the Waldorf=Astoria, Hilton San Francisco and Towers, Hilton Hawaiian
Village and Chicago's Palmer House Hilton. Hilton will continue to pursue a
growth strategy centered on acquiring full-service hotels in markets seeing
little new supply. So far this year, Hilton has purchased approximately $860
million of hotel properties at attractive prices. The company also will continue
aggressively building its franchise program in the U.S., Canada and Mexico,
which includes the company's successful Hilton Garden Inn program,
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which is expected to have 200 hotels open or under contract by 2000.
Additionally, Hilton will focus on enhancing the worldwide presence of its brand
name through the company's strategic alliance with Hilton International. Pro
forma 1997 EBITDA for Hilton's lodging business was $497 million, with pro forma
1998 EBITDA (through June 30) of $295 million.
Park Place Entertainment Corporation will be the world's largest (as measured by
revenues) and most diverse gaming company. In 1999, the company will have 18
gaming properties with a total of 1.4 million square feet of casino space and
more than 23,000 hotel rooms. Park Place will be the only casino gaming company
with a leading presence in Las Vegas, Atlantic City and Mississippi -- the three
largest gaming markets in the U.S. -- along with casinos in Louisiana, Missouri,
Australia, Uruguay and other Nevada markets. As a leading participant in the
rapidly consolidating gaming business, Park Place's growth strategy will focus
on strategic acquisitions and new development. As an example of the latter, the
company's new $760 million Paris Casino Resort ($400 million expended to date)
is scheduled to open in fall 1999 on the Las Vegas Strip adjacent to Bally's Las
Vegas. Through its significant presence in the largest gaming markets, the
origination of Park Place's cash flows will be geographically diverse. Pro forma
EBITDA for Park Place Entertainment (including Grand Casinos' Mississippi
operations) for the 12 months ended June 30, 1998 was $681 million, with debt of
$2.2 billion.
NOTE: This press release contains "forward-looking statements" within the
meaning of federal securities law, including statements concerning business
strategies and their intended results, and similar statements concerning
anticipated future events and expectations that are not historical facts. The
forward-looking statements in this press release are subject to numerous risks
and uncertainties, including the effects of economic conditions; supply and
demand changes for hotel rooms; competitive conditions in the lodging and gaming
industries, relationships with clients and property owners; the impact of
government regulations; and the availability of capital to finance growth, which
could cause actual results to differ materially from those expressed in or
implied by the statements herein.
# # #
Contact:
Marc Grossman Kathy Shepard Jaye Snyder
Hilton Hotels Hilton Hotels Grand Casinos,
Corporation Corporation Inc.
310-205-4030 310-205-7676 612-449-8556
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: Statements in this press release regarding
Grand Casinos, Inc.'s business which are not historical facts are
"forward-looking statements" that involve risks and uncertainties.
For a discussion of such risks and uncertainties, which could cause
actual results to differ from those contained in the
forward-looking statements, see "Risk Factors" in the Company's
Annual Report or Form 10-K for the most recently ended fiscal year.
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Exhibit 99.2
Grand Casinos, Inc. (ticker: GND, exchange: New York Stock Exchange) News
Release - Tuesday, October 20, 1998
- --------------------------------------------------------------------------------
GRAND CASINOS ANNOUNCES THIRD-QUARTER EARNINGS OF $0.76 PER SHARE
MINNEAPOLIS, OCTOBER 20, 1998 -- GRAND CASINOS, INC. (NYSE: GND)
today announced basic and diluted earnings of $0.78 per share and
$0.76 per share, respectively, for the third quarter of 1998,
compared with basic and diluted earnings per share of $0.53 and
$0.51, respectively, for the third quarter of 1997. Financial
highlights for the three-month period ended September 27, 1998,
include net revenues of $182.2 million, nine percent higher than
the $167.6 million of revenue earned in the third quarter of 1997.
EBITDA (earnings before interest, taxes, depreciation, and
amortization) for the quarter was $61.4 million, compared with
$56.8 million a year ago, an eight percent increase. Net earnings
increased 48 percent during the quarter to $32.9 million, compared
with $22.2 million a year ago.
EBITDA continues to show strong year-over-year increases at each of
the Mississippi locations. The Gulf Coast EBITDA rose approximately
20 percent over last year to $32.9 million for the third quarter
and 21 percent to $90.4 million for the first nine months of 1998.
Grand Casino Tunica also improved EBITDA to $16.5 million during
the third quarter, a 29 percent increase over the third quarter of
1997, and an increase of 27 percent to $37.1 million for the first
nine months of this year compared with the first three quarters of
1997.
Tom Brosig, Chief Executive Officer and President of Grand Casinos,
stated, "We had a very strong quarter operationally. Grand Casino
Tunica, in particular, contributed excellent quarterly results
driven by high occupancy approaching 98 percent for the resort's
two hotels. Additionally, further amenities were added to the
property during the quarter, including an RV resort and a sporting
clays facility, which combined with our championship golf course
that opened this past spring, are contributing to the resort's
overall appeal and ability to cater to and satisfy a premium
clientele. The Tunica market continues to grow, driven by the
addition of hotel rooms at several properties, and Grand Casinos is
uniquely positioned to capitalize on the increased visitation to
the area."
Earnings per share from operations before the impact of charges
described below were $0.57.
Net earnings for the quarter were positively impacted by a tax
benefit recognized in the quarter from the previous write-off of a
note receivable from Stratosphere Corporation. The result of the
recognition of the tax benefit was a reduction in tax expense or an
increase in net earnings of $13.1 million, or $0.31 per share.
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Net earnings from operations were negatively impacted by an
increase in corporate expenses of approximately $2.6 million, or
$0.06 per share. Those expenses include costs associated with the
company's previously announced merger transaction with Hilton
Hotels, the write-off of expenses associated with development
projects, and an insurance deductible related to Hurricane Georges.
Other than the insurance deductible, third-quarter results were not
impacted by the hurricane.
Net earnings from operations for the quarter were also negatively
impacted by $2.5 million, or $0.06 per share, related primarily to
change in estimates to depreciation for recently completed
construction projects.
Management fee income from Grand Casinos' three managed properties
for the third quarter was $21.6 million, compared with $23.1
million in the year ago period, representing a decrease of less
than $2 million despite the fact that the company is managing one
less resort than a year ago. Grand Casinos' three managed casinos
all contributed strong year-over-year improvements. Progress on a
major expansion continues at Grand Casino Coushatta where a
223-room hotel, an additional 25,000 square feet of gaming space,
and two new restaurants are scheduled to open near the end of the
year.
For the first nine months of 1998, Grand Casinos generated net
revenues of $510.9 million, an 11 percent increase over net
revenues of $460.6 million for the first nine months of 1997.
Consolidated EBITDA for the nine-month period increased eight
percent to $162.8 million, compared with $150.6 million in 1997.
Net earnings grew by 23 percent from $55.1 million to $67.5
million.
Grand Casinos, Inc. is a publicly traded company listed on the New
York Stock Exchange under the trading symbol GND. The company
currently owns and operates the three largest casino hotel resorts
in the state of Mississippi, manages two land-based casinos in
Louisiana, and manages one casino hotel resort in Minnesota.
The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements. Certain information
included in this press release (as well as information included in
oral statements or other written statements made or to be made by
the Company) contains statements that are forward-looking, such as
statements relating to plan for future expansion and other business
development activities as well as other capital spending, financing
sources and the effects of regulation (including gaming and tax
regulation) and competition. Such forward-looking information
involves important risks and uncertainties that could significantly
affect anticipated results in the future and, accordingly, such
results may differ from those expressed in any forward-looking
statements made by or on behalf of the Company. These risks and
uncertainties include, but are not limited to, those relating to
development and construction activities, dependence on existing
management, leverage and debt service (including sensitivity to
fluctuations in the interest rates), domestic or global economic
conditions, activities of competitors and the presence of new or
additional competition, fluctuations and changes in customer
preferences and attitudes, changes in federal or state tax laws of
the administration of such laws and changes in gaming laws or
regulations (including the legalization of gaming in certain
jurisdictions). For more information, review the Company's filings
with the Securities and Exchange Commission, including the
Company's annual report on Form 10-K and certain registration
statements of the Company.
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GRAND CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
(UNAUDITED) *
ASSETS SEPTEMBER 27, 1998 DECEMBER 28, 1997
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 112,126 $ 238,635
Current installments of notes receivable 7,659 6,856
Accounts receivable 20,276 15,644
Deferred income taxes 12,644 13,399
Other current assets 16,074 15,087
Total Current Assets 168,779 289,621
Property and Equipment-Net 1,065,430 941,022
Other Assets:
Cash and cash equivalents-restricted 7,571 4,967
Securities available for sale 13,619 13,110
Notes receivable-less current installments 24,680 26,979
Investments in and notes from unconsolidated affiliates 8,351 8,180
Debt issuance and deferred licensing costs-net 20,867 26,000
Other long-term assets 31,448 23,858
Total Other Assets 106,536 103,094
TOTAL ASSETS $ 1,340,745 $ 1,333,737
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 11,118 $12,947
Current installments of long-term debt 422 3,509
Current installments of capital lease obligations -- 97,376
Accrued interest 19,192 5,817
Accrued payroll and related expenses 24,312 25,555
Other accrued expenses 47,868 22,398
Total Current Liabilities 102,912 167,602
Long-term Liabilities:
Long-term debt-less current installments 566,430 566,434
Deferred income taxes 97,093 97,085
Total Long-Term Liabilities 663,523 663,519
TOTAL LIABILITIES 766,435 831,121
COMMITMENTS AND CONTINGENCIES
Shareholders' Equity:
Capital stock, $.01 par value; authorized 100,000 shares; common stock
issued and outstanding 42,294 and 41,966
at September 27, 1998 and December 28, 1997, respectively 423 420
Additional paid-in-capital 416,590 413,631
Net unrealized losses on securities available for sale (1,750) (2,947)
Retained earnings 159,047 91,512
Total Shareholders' Equity 574,310 502,616
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,340,745 $ 1,333,737
</TABLE>
* FROM AUDITED CONSOLIDATED FINANCIAL STATEMENTS
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<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 27, 1998 SEPTEMBER 28, 1997
<S> <C> <C>
REVENUES:
Casino $ 137,953 $ 125,764
Hotel 12,879 10,074
Food and beverage 19,184 17,546
Management fee income 21,582 23,133
Retail and other income 4,119 3,715
Gross Revenues 195,717 180,232
Less: Promotional allowances (13,533) (12,651)
NET REVENUES 182,184 167,581
COSTS AND EXPENSES:
Casino 44,626 42,972
Hotel 4,361 2,462
Food and beverage 9,771 8,753
Other operating expenses 3,967 3,205
Depreciation and amortization 20,460 12,206
Lease expense 6,061 4,993
Selling, general and administrative 51,967 48,371
Total Costs and Expenses 141,213 122,962
EARNINGS FROM OPERATIONS 40,971 44,619
OTHER INCOME (EXPENSE):
Interest income 1,883 2,846
Interest expense (8,245) (10,954)
Other (1,901) (529)
Total other expenses, net (8,263) (8,637)
Earnings before income taxes 32,708 35,982
Provision for income taxes (206) 13,817
Net Earnings $ 32,914 $ 22,165
Basic Earnings per Share $ 0.78 $ 0.53
Diluted Earnings per Share $ 0.76 $ 0.51
Weighted Average Common Shares Outstanding 42,293 41,910
Weighted Average Common and Diluted Shares Outstanding 42,645 43,606
</TABLE>
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GRAND CASINOS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT EARNINGS PER SHARE)
<TABLE>
<CAPTION>
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 27, 1998 SEPTEMBER 28, 1997
<S> <C> <C>
REVENUES:
Casino $ 385,225 $ 348,072
Hotel 35,351 26,650
Food and beverage 55,127 48,498
Management fee income 64,330 62,001
Retail and other income 10,692 10,139
Gross Revenues 550,725 495,360
Less: Promotional allowances (39,790) (34,774)
NET REVENUES 510,935 460,586
COSTS AND EXPENSES:
Casino 126,559 121,040
Hotel 11,553 6,572
Food and beverage 28,288 25,272
Other operating expenses 10,126 9,655
Depreciation and amortization 48,471 36,167
Lease expense 16,811 14,173
Selling, general and administrative 154,812 133,271
Total Costs and Expenses 396,620 346,150
EARNINGS FROM OPERATIONS 114,315 114,436
OTHER INCOME (EXPENSE):
Interest income 8,734 9,540
Interest expense (30,060) (33,572)
Other (2,788) (841)
Total expense, net (24,114) (24,873)
Earnings before income taxes 90,201 89,563
Provision for income taxes 21,106 34,503
Earnings before extraordinary charge 69,095 55,060
Extraordinary charge-net of taxes (1,560) --
Net Earnings $ 67,535 $ 55,060
Basic Earnings per Share before Extraordinary Charge $ 1.64 $ 1.31
Basic Loss per Share - Extraordinary Charge ($0.04) --
BASIC EARNINGS PER SHARE $ 1.60 $ 1.31
Diluted Earnings per Share before Extraordinary Charge $ 1.60 $ 1.28
Diluted Loss per Share - Extraordinary Charge ($0.04) --
DILUTED EARNINGS PER SHARE $ 1.57 $ 1.28
Weighted Average Common Shares Outstanding 42,165 41,876
Weighted Average Common and Diluted Shares Outstanding 43,066 42,941
</TABLE>
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GRAND CASINOS, INC. AND SUBSIDIARIES
SELECTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PERCENTAGES AND HOTEL STATISTICS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 27, 1998 SEPTEMBER 28, 1998
<S> <C> <C>
REVENUES
Gulf Coast $ 111,688 $ 102,409
Tunica 62,447 54,689
Management Fee Income/Other 21,582 23,134
Gross Revenues 195,717 180,232
Promotional Allowances (13,533) (12,651)
Net Revenues 182,184 167,581
COSTS AND EXPENSES
Gulf Coast 78,869 73,750
Tunica 51,535 41,939
Corporate Expenses 10,809 7,273
Total Costs and Expenses 141,213 122,962
EARNINGS (LOSS) FROM OPERATIONS $ 40,971 $ 44,619
</TABLE>
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GRAND CASINOS, INC. AND SUBSIDIARIES
SELECTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PERCENTAGES AND HOTEL STATISTICS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPT. 27, 1998 SEPT. 28, 1997
-------------- --------------
<S> <C> <C>
REVENUES
Gulf Coast $ 111,688 $ 102,409
Tunica 62,447 54,689
Management Fee Income/Other 21,582 23,134
Gross Revenues 195,717 180,232
Promotional Allowances (13,533) (12,651)
Net Revenues 182,184 167,581
COSTS AND EXPENSES
Gulf Coast 78,869 73,750
Tunica 51,535 41,939
Corporate Expenses 10,809 7,273
Total Costs and Expenses 141,213 122,962
EARNINGS (LOSS) FROM OPERATIONS $ 40,971 $ 44,619
- -------------------------------
SUPPLEMENTAL DISCLOSURE
GULF COAST
Gaming Revenue $ 86,864 $ 81,310
EBITDA 32,918 27,456
EBITDA % 31.7% 29.0%
Hotel Occupancy % 94.0% 99.5%
Hotel Average Daily Rate $ 77 $ 78
TUNICA
Gaming Revenue $ 51,089 $ 44,454
EBITDA 16,514 12,807
EBITDA % 29.1% 25.8%
Hotel Occupancy % 97.5% 92.0%
Hotel Average Daily Rate $ 57 $ 56
CONSOLIDATED
EBITDA $ 61,430 $ 56,825
EBITDA % 33.7% 33.9%
</TABLE>
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GRAND CASINOS, INC. AND SUBSIDIARIES
SELECTED FINANCIAL INFORMATION
(IN THOUSANDS, EXCEPT PERCENTAGES AND HOTEL STATISTICS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPT. 27, 1998 SEPT. 28, 1997
-------------- --------------
<S> <C> <C>
REVENUES
- --------
Gulf Coast $ 318,233 $ 292,039
Tunica 168,162 141,321
Management Fee Income/Other 64,330 62,001
Gross Revenues 550,725 495,361
Promotional Allowances (39,790) (34,774)
Net Revenues 510,935 460,587
COSTS AND EXPENSES
- ------------------
Gulf Coast 226,094 213,507
Tunica 137,610 114,102
Corporate Expenses 32,916 18,541
Total Costs and Expenses 396,620 346,150
EARNINGS FROM OPERATIONS $ 114,315 $ 114,437
- ------------------------
SUPPLEMENTAL DISCLOSURE
- ------------------------
GULF COAST
- ----------
Gaming Revenue $ 248,599 $ 231,743
EBITDA 90,385 74,970
EBITDA % 30.6% 27.7%
Hotel Occupancy % 93.6% 98.3%
Hotel Average Daily Rate $ 74 $ 75
TUNICA
- ------
Gaming Revenue $ 136,626 $ 116,330
EBITDA 37,088 29,256
EBITDA % 24.5% 22.8%
Hotel Occupancy % 91.7% 88.9%
Hotel Average Daily Rate $ 56 $ 53
CONSOLIDATED
- ------------
EBITDA $ 162,786 $ 150,604
EBITDA % 31.9% 32.7%
</TABLE>
"Safe Harbor" Statement under the private Securities Litigation Reform Act of
1995: Statements in this press release regarding Grand Casinos, Inc.'s
business which are not historical facts are "forward-looking statements" that
involve risks and uncertainties. For a discussion of such risks and
uncertainties, which could cause actual results to differ from those
contained in the forward-looking statements, see "Risk Factors" in the
Company's Annual Report or Form 10-K for the most recently ended fiscal year.
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