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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): November 24, 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 5
Exhibit Index Appears on Page 3
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ITEM 5. OTHER EVENTS.
The Registrant's Press Release dated November 24, 1998, which is filed
as Exhibit 99.1 to this Form 8-K, is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated November 24, 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: November 25, 1998 By: /s/ Timothy Cope
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Name: Timothy Cope
Title: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
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99.1 Press Release......................................4
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Exhibit 99.1
[Grand Casinos, Inc. Logo]
NEWS RELEASE
Grand Casinos, Inc.
130 Cheshire Lane
Minnetonka, MN 55305
612-449-9092
612-449-9353 (fax)
www.grandcasinos.com
Traded: NYSE (GND)
For Further Information Contact:
Jaye Snyder, 612/449-8556
FOR IMMEDIATE RELEASE:
TUESDAY, NOVEMBER 24, 1998
SHAREHOLDERS APPROVE MERGER OF GRAND CASINOS
MISSISSIPPI CASINOS WITH HILTON GAMING OPERATIONS
MINNEAPOLIS, NOVEMBER 24, 1998 - GRAND CASINOS, INC. (NYSE: GND) today announced
that its shareholders voted yesterday at a special shareholders meeting in favor
of plans to separate the company's Indian casino management business from its
Mississippi gaming operations and then merge the company's Mississippi gaming
operations with the gaming operations of Hilton Hotels Corporation (NYSE: HLT).
Shareholders of Hilton also met today and approved the separation of
Hilton's lodging and gaming businesses.
As a result of the merger, the newly formed gaming company, Park Place
Entertainment, will be the world's largest casino gaming entity, as measured by
casino square footage and revenue. Shares of Park Place Entertainment are
expected to trade on the New York Stock Exchange under the proposed ticker
symbol "PPE." The transactions are subject to regulatory and other approvals and
are expected to be completed by year-end 1998, although a record date for
shareholders entitled to participate in the merger and distribution has not yet
been established.
"Progress is underway towards the seamless integration of our Mississippi
operations with Hilton's gaming division and the formation of Park Place
Entertainment Corporation," commented Grand Casinos' Chairman of the Board Lyle
Berman. "We look forward to the successful completion of the transaction and to
the opportunities that lie ahead for our
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investors and associates as a result of this combination. As work continues on
the transition we are encouraged by the synergies anticipated from the dominant
position Park Place Entertainment will hold in the industry and especially to
the union of management talent from both organizations."
Shares of a new publicly held company that will hold Grand Casinos' Indian
casino management business and various other assets will be distributed to Grand
Casinos shareholders on the basis of one share of the new company for every four
shares of Grand Casinos Common Stock owned as of the record date. The new
company will be called Lakes Gaming, Inc. and will trade on the NASDAQ Stock
Market under the proposed ticker symbol "LACO." Grand Casinos is in the process
of obtaining a ruling from the IRS that the distribution of Lakes' common stock
will not be taxable to Grand Casinos shareholders.
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 resorts in the State of Mississippi, manages two
land-based casino resorts in Louisiana, and manages one casino resort in
Minnesota.
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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, 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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