<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
STRATOSPHERE CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
86 3106 10 0
-----------------------------
(CUSIP Number)
Bob Stupak
910 Rancho Circle
Las Vegas, Nevada 89107
(702) 383-0764
(Name, Address and Telephone Number of Person Authorized to
Received Notices and Communications)
April 29, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
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CUSIP No. 863103 10 0 Page 2 of 9 Pages
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The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bob Stupak
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
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NUMBER OF (7) SOLE VOTING POWER 0
SHARES
BENEFICIALLY (8) SHARED VOTING POWER 3,000,000
OWNED BY
EACH REPORTING (9) SOLE DISPOSITIVE POWER 0
PERSON WITH
(10) SHARED DISPOSITIVE POWER 3,000,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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CUSIP No. 863103 10 0 Page 3 of 9 Pages
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Las Vegas Vacation Club, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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CUSIP No. 863103 10 0 Page 4 of 9 Pages
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NUMBER OF (7) SOLE VOTING POWER 0
SHARES (8) SHARED VOTING POWER 3,000,000
BENEFICIALLY
OWNED BY (9) SOLE DISPOSITIVE POWER 0
EACH REPORTING
PERSON WITH (10) SHARED DISPOSITIVE POWER 3,000,000
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 863103 10 0 Page 5 of 9 Pages
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EXPLANATORY STATEMENT
This Amendment No. 8 ("Amendment No. 8") amends, pursuant to Rule
13d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the Statement on Schedule 13D filed by Bob Stupak ("Mr. Stupak") and Bob
Stupak Enterprises, Inc., a Nevada corporation ("BSE" and collectively with Mr.
Stupak, the "Reporting Persons" or the "Stupak Affiliates"), dated November 15,
1993, as previously amended (the "Schedule 13D"), with respect to the common
stock, par value $.01 per share (the "Common Stock"), of Stratosphere
Corporation, a Delaware corporation (the "Issuer" or the "Company"). On April
29, 1998, BSE was merged with and into Las Vegas Vacation Club, Inc., a Nevada
corporation ("LVVC"), with LVVC as the surviving corporation. Accordingly, BSE
has ceased to be a Reporting Person, and LVVC has been added to this Amendment
No. 8 as a Reporting Person. Unless otherwise indicated, capitalized terms used
herein but not otherwise defined shall have the meanings assigned to them in the
Schedule 13D.
The Reporting Persons are making this joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Exchange Act, although neither the fact of this filing nor anything contained
herein shall be deemed to be an admission by the Reporting Persons that a group
exists.
This Amendment No. 8 is being filed for the purpose of reporting open
market sales of Common Stock by the Reporting Persons and an agreement entered
into by the Reporting Persons that may affect their ownership of Common Stock.
The filing of this amendment is not, and should not be deemed to be, an
admission that such an amendment is required to be filed.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended and restated as follows:
This Schedule 13D is filed on behalf of Las Vegas Vacation Club, Inc., a
Nevada corporation ("LVVC"), successor to Bob Stupak Enterprises, Inc. ("BSE")
and Bob Stupak (each a "Reporting Person or "Stupak Affiliate" and,
collectively, the "Reporting Persons" or the "Stupak Affiliates"). The Reporting
Persons are making this joint filing because they may be deemed to constitute a
"group" within the meaning of Section 13(d)(3) of the Exchange Act, although
neither the fact of this filing nor anything contained herein shall be deemed to
be an admission by the Reporting Persons that a group exists.
LVVC. LVVC is a Nevada corporation whose principal business is the
monitoring and administration of vacation club packages that were transferred to
Stratosphere Hotel & Casino, as well as ownership of the common stock of the
Issuer. The business address of LVVC is 1213 Las Vegas Boulevard South, Las
Vegas, Nevada 89104.
BSE. BSE was a Nevada corporation whose principal business was the
ownership of the Common Stock of the Issuer. On April 29, 1998, BSE was merged
with and into LVVC
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CUSIP No. 863103 10 0 Page 6 of 9 Pages
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with LVVC as the surviving corporation. As a result, BSE will no longer be a
Reporting Person for purposes of this and all future filings.
Stupak. Bob Stupak is the sole director, president, secretary, treasurer
and stockholder of LVVC. His principal occupation is serving as an officer and
director of LVVC. The business address of Mr. Stupak is 1213 Las Vegas Boulevard
South, Las Vegas, Nevada 89104. Mr. Stupak is a citizen of the United States.
During the past five (5) years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended and restated as follows:
On April 29, 1998, BSE was merged with and into LVVC, with LVVC as the
surviving corporation. As a result, LVVC succeeded to all of the assets and
liabilities of BSE, including all of the shares of Common Stock of the Issuer
owned by BSE.
As of May 12, 1998, LVVC is the beneficial owner of 3,000,000 shares of
Common Stock, which represent approximately 5.1% of the outstanding Common Stock
of the Issuer. By virtue of being the sole stockholder, director, president,
treasurer and secretary of LVVC, Mr. Stupak may be deemed to have the power to
vote and dispose of the shares of Common Stock owned by LVVC. Accordingly, Mr.
Stupak may be considered the beneficial owner of an aggregate of 3,000,000
shares of Common Stock as of May 12, 1998, which represent approximately 5.1% of
the outstanding Common Stock.
Pursuant to the terms of the Asset Purchase Agreement and FIB Escrow
Agreement, certain shares of Common Stock (3,000,000 shares as of May 12, 1998)
(the "Pledged Shares") beneficially owned directly by LVVC and indirectly by Mr.
Stupak are held in escrow and pledged to the Issuer to secure certain
obligations of Mr. Stupak. Under Rule 13(d)(3) of the Exchange Act, the Issuer,
as pledgee, may be deemed to share the voting and dispositive power with respect
to such pledged shares.
The Issuer, as pledgee, has (i) the right to receive and hold, as
additional security, dividends paid on the pledged shares and (ii) the right to
receive the proceeds, subject to certain limitations, from the sale of any
pledged shares that are sold pursuant to the terms of the agreements governing
the respective pledges.
Transactions in the Common Stock effected by the Reporting Persons since
the most recent filing on Schedule 13D are set forth on Schedule A hereto.
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CUSIP No. 863103 10 0 Page 7 of 9 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented by adding the following:
As of January 19, 1998, all of the shares of Common Stock pledged to
Nevada State Bank pursuant to that certain commercial pledge and security
agreement dated April 18, 1996 have been sold.
On March 27, 1998, the Issuer, its wholly owned subsidiary Stratosphere
Gaming Corp. ("SGC"), Mr. Stupak, LVVC (as successor to BSE) and the members of
a bankruptcy certified class represented by Richard Duncana entered into a
Settlement Agreement and Release (the "Settlement Agreement") with respect to
voluntary petitions for Chapter 11 Reorganization pursuant to the United States
Bankruptcy Code that were filed by the Issuer and SGC on January 27, 1997 with
the United States Bankruptcy Court for the District of Nevada (the "Bankruptcy
Court"). The Settlement Agreement provides, among other things, that upon the
satisfaction of certain conditions, including, but not limited to, the approval
of the Settlement Agreement by the Bankruptcy Court, the monies and Common Stock
of the Issuer held in escrow pursuant to the terms of the Asset Purchase
Agreement and FIB Escrow Agreement will, after payment of the escrow agent's
fees and costs and deposit of an amount into a class action trust account, be
transferred to the Issuer. It is anticipated that the Bankruptcy Court will
approve the Settlement Agreement in May, 1998. If the Settlement Agreement is
approved by the Bankruptcy Court, and Mr. Stupak and LVVC perform their
obligations under the Settlement Agreement, Mr. Stupak and LVVC will cease to be
Reporting Persons.
Item 7 EXHIBITS
The Settlement Agreement is filed as Exhibit 99.1 hereto.
<PAGE> 8
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CUSIP No. 863103 10 0 Page 8 of 9 Pages
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SCHEDULE A
BSE (the predecessor to LVVC) effected the following open market
transactions in the Common Stock since the most recent filing on Schedule 13D.
<TABLE>
<CAPTION>
DATE NUMBER OF PRICE PER DESCRIPTION
SHARES SHARE
-------------- --------------------- --------------------- ------------------------
<S> <C> <C> <C>
1/8/98 157,500 $0.088 Sale
1/9/98 200,000 $0.088 Sale
1/14/98 250,000 $0.088 Sale
1/16/98 50,000 $0.088 Sale
1/19/98 8,700 $0.084 Sale
1/20/98 250,000 $0.097 Sale
1/20/98 250,000 $0.094 Sale
1/21/98 250,000 $0.103 Sale
1/22/98 250,000 $0.112 Sale
1/23/98 250,000 $0.128 Sale
1/26/98 100,000 $0.133 Sale
1/26/98 250,000 $0.097 Sale
</TABLE>
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CUSIP No. 863103 10 0 Page 9 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 12, 1998 /s/ BOB STUPAK
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Date Bob Stupak
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
May 12, 1998 LAS VEGAS VACATION CLUB, INC.
-------------
Date
/s/ BOB STUPAK
------------------------------------
Bob Stupak, President
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Page 1
EXHIBIT 99.1
SETTLEMENT AGREEMENT
AND RELEASE
This Settlement Agreement ("SETTLEMENT AGREEMENT") and release is
entered into by and between the parties identified below, and on the dates
identified below, and is intended to resolve the matters and disputes between
the parties identified herein.
I
THE SETTLING PARTIES
STRATOSPHERE CORPORATION ("STRATOSPHERE") is a Delaware corporation and
a DEBTOR and DEBTOR IN POSSESSION in Case Number BK-S-97-20554 GWZ before the
United States Bankruptcy Court for the District of Nevada ( hereinafter
referred to as the "BANKRUPTCY COURT"), doing business as among other names,
the Stratosphere Hotel and Casino, a 1444 room hotel and casino operating
within the City of Las Vegas, County of Clark, State of Nevada, and located at
2000 South Las Vegas Boulevard, Las Vegas, Nevada 89104. (The hotel and casino
referred to herein is hereinafter referred to as the "SUBJECT PROPERTY".)
STRATOSPHERE GAMING CORP. ("GAMING CORP.") is a Nevada corporation and
a DEBTOR and DEBTOR IN POSSESSION in Case Number BK-S-97-20555 GWZ (collectively
with Case Number BK-S-97-20554 GWZ hereinafter referred to as "BANKRUPTCY
PROCEEDINGS") doing business as, among other names, the Stratosphere Hotel and
Casino. (Hereinafter, Stratosphere and the Stratosphere Gaming Corp. will be
collectively referred to as the "DEBTORS".)
GRAND CASINOS, INC. is a Minnesota corporation, authorized and licensed
to do business within the State of Nevada.
GRAND CASINOS RESORTS, INC. is a Minnesota corporation. (Hereinafter,
Grand Casinos, Inc. and Grand Casinos Resorts, Inc. will be collectively
referred to as "GRAND".)
LAS VEGAS VACATION CLUB, INC. is a Nevada corporation, authorized and
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licensed to do business within the State of Nevada. (Hereinafter referred to
as "LVVC")
BOB STUPAK ENTERPRISES, INC. is a Nevada corporation, authorized and
licensed to do business within the State of Nevada. (Hereinafter referred to as
"BSE".)
BOB STUPAK is an individual residing within the State of Nevada who
previously was the sole proprietor of Vegas World Hotel and Casino and is the
owner of 100% of the stock in BSE and LVCC. (Hereinafter, Las Vegas Vacation
Club, Inc., Bob Stupak Enterprises, Inc., and Bob Stupak will be collectively
referred to as "STUPAK", unless otherwise noted.)
RICHARD DUNCAN is an individual residing in the State of Minnesota and
the Class Representative for the SETTLEMENT CLASS in the BANKRUPTCY ACTION (as
defined below).
THE SETTLEMENT CLASS consists of all persons or entities, including
Richard Duncan, to be certified in the BANKRUPTCY ACTION (defined below) and the
NEVADA STATE ACTION (defined below). This definition of "SETTLEMENT CLASS" is
meant to be interpreted in the broadest possible context and is to include,
without limitation, all persons, approximately 19,000 in number, to whom notice
of the BANKRUPTCY ACTION was previously sent, and any other persons who obtained
at any time, from any source, pre-paid vacations, of any length in duration, at
the SUBJECT PROPERTY and/or the Vegas World Hotel and Casino, including, without
limitation, all those purchasers who submitted class proofs of claims in the
BANKRUPTCY ACTION identified hereinbelow.
SHIRINIAN & ROITMAN is a Nevada general partnership, authorized and
doing business within the County of Clark, State of Nevada, licensed to practice
law within the State of Nevada, and attorneys of record for RICHARD DUNCAN and
the SETTLEMENT CLASS.
RUSING & LOPEZ, P.L.L.C. is an Arizona professional limited liability
corporation,
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and attorneys of record for RICHARD DUNCAN and the SETTLEMENT CLASS.
(Hereinafter Shirinian & Roitman and Rusing & Lopez will be collectively
referred to as the "ATTORNEYS REPRESENTING THE SETTLEMENT CLASS".)
Andrew S. Blumen, Esq., Thomas Lettero, Thomas Bell, Robert Maheu,
David Wirshing, and Russell Lederman, individually, are current or former
officers, directors or professionals of Debtors (collectively, the "DEBTORS
INDIVIDUALS").
II
THE DISPUTES
By this SETTLEMENT AGREEMENT, the parties intend on settling and
resolving all disputes between the parties in the following actions:
1. That bankruptcy adversarial proceeding known as "Richard Duncan,
Individually and on behalf of all other similarly situated Claimants vs.
Stratosphere Corporation and Stratosphere Gaming Corporation," United States
Bankruptcy Court, District of Nevada, Adversarial No. 982008 ("BANKRUPTCY
ACTION").
2. That Nevada State court action known as "Richard Duncan,
individually and on behalf of all others similarly situated vs. Bob and Jane Doe
Stupak, Bob Stupak Enterprises, Inc., Las Vegas Vacation Club, Inc., Grand
Casinos, Inc., Grand Casinos Resorts, Inc., State of Nevada, County of Clark,
Eighth Judicial District, Case Number A370127. ( The "NEVADA STATE ACTION" or
together with THE BANKRUPTCY ACTION, the "ACTIONS".)
3. That interpleader action commenced in the BANKRUPTCY PROCEEDINGS
entitled "The Bank of New York, Plaintiff vs. Stratosphere Corporation, a
Delaware Corporation; Bob Stupak dba Vegas World Casino and Hotel; and Does 1-5,
inclusive, Defendants," and the cross claim Stratosphere Corporation v. Bob
Stupak dba Vegas World Casino & Hotel", Adversary No. 972286 ("INTERPLEADER
ACTION").
4. That certain Motion To Authorize; (1) Payment of Proof of Claim; (2)
Expenditure Outside The Ordinary Course of Business; and (3) To Deposit Monies
in
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Court Registry filed in the BANKRUPTCY PROCEEDINGS on February 10, 1998.
("COMPEL MOTION") granted by the BANKRUPTCY COURT on March 19, 1998 ("COMPEL
MOTION ORDER") .
5. That certain complaint to compel turnover of property entitled
"Stratosphere Corporation a Delaware Corporation, Plaintiff vs. Robert Stupak,
an individual, Defendant" filed in the BANKRUPTCY PROCEEDINGS as Adversary No.
982041 on February 6, 1998. ("TURNOVER ACTION").
III
PROCESS FOR APPROVAL BY NEVADA STATE COURT
AND BANKRUPTCY COURT OF PROPOSED SETTLEMENT
The parties to this SETTLEMENT AGREEMENT agree to cooperate in seeking
the establishment of the procedure satisfactory to all parties to this
SETTLEMENT AGREEMENT to secure the complete and final dismissal, with prejudice,
of the ACTIONS in accordance with the terms of this Settlement Agreement. The
parties shall further join in taking such steps as may be necessary, or as may
be requested by either the BANKRUPTCY COURT or the Nevada State Court hearing
the NEVADA STATE ACTION (hereinafter the "NEVADA STATE COURT"), and otherwise
use their best efforts to effectuate the above, and the parties therefore agree
as follows:
GRAND, STUPAK, and the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS have
convened a Nevada Rule of Civil Procedure 16(c) conference in the NEVADA STATE
ACTION to discuss with the NEVADA STATE COURT the process described in this
SETTLEMENT AGREEMENT for settling the NEVADA STATE COURT ACTION.
The general terms of this SETTLEMENT AGREEMENT having been deemed
acceptable by the NEVADA STATE COURT, GRAND, STUPAK, and the ATTORNEYS
REPRESENTING THE SETTLEMENT CLASS will, within 5 (five) days of execution of
this SETTLEMENT AGREEMENT, execute the following stipulations in a form
acceptable to the NEVADA STATE COURT:
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Certification, for settlement purposes only, of a settlement
class in the NEVADA STATE ACTION under Nev. R. Civ. P.26(b)(3)
conforming to the definition of SETTLEMENT CLASS in Article I
of this SETTLEMENT AGREEMENT. This contemplated stipulation is
conditional and shall be null and void in the event this
SETTLEMENT AGREEMENT is not approved by both the NEVADA STATE
COURT and the BANKRUPTCY COURT pursuant to the provisions of
Article III, Paragraph 4. This stipulation to the
certification of a SETTLEMENT CLASS shall also be null and
void if more than two hundred and fifty (250) potential
SETTLEMENT CLASS members opt out of the SETTLEMENT CLASS
certified in the NEVADA STATE ACTION. In the event that
certification becomes null and void due to the provisions of
this paragraph, GRAND and STUPAK will be deemed to have
preserved all their rights to challenge any further attempt to
certify a class in the NEVADA STATE ACTION.
Limited stay of the NEVADA STATE ACTION and the tolling of all
discovery and other deadlines. Any party hereto may act to
lift the stay after ten (10) days of providing written notice
to the other parties that settlement efforts have failed.
Referral by the NEVADA STATE COURT to the BANKRUPTCY COURT of
the initial determination of the following with respect to the
NEVADA STATE ACTION.
pre-approval of the settlement contemplated by this SETTLEMENT
AGREEMENT.
adequacy and method of notice to potential members of the
SETTLEMENT CLASS in the NEVADA STATE ACTION.
(3) allowing the BANKRUPTCY COURT to conduct a fairness hearing
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regarding the settlement contemplated by this SETTLEMENT
AGREEMENT and a determination of the fee application by the
ATTORNEYS REPRESENTING THE SETTLEMENT CLASS in the BANKRUPTCY
PROCEEDINGS and NEVADA STATE ACTION together with the creation
by the BANKRUPTCY COURT of an Order and Findings of Fact with
respect to the issues identified in this paragraph.
3. DEBTORS and the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS agree to
expand the definition of the existing certified class in the BANKRUPTCY ACTION
to correspond with the definition of the SETTLEMENT CLASS in Article I of this
SETTLEMENT AGREEMENT and to provide identical notice to all potential members of
the SETTLEMENT CLASS in the BANKRUPTCY ACTION as is sent to potential members of
the SETTLEMENT CLASS in the NEVADA STATE ACTION including the right to opt out
of the SETTLEMENT CLASS and to obtain an Order of the BANKRUPTCY COURT
("BANKRUPTCY COURT CERTIFICATION ORDER") to that effect. DEBTORS and the
ATTORNEYS REPRESENTING THE CLASS further agree to promptly seek an entry of a
stipulated Order staying and tolling all discovery and other deadlines in the
BANKRUPTCY ACTION pending the BANKRUPTCY COURT'S final approval hearing.
4. GRAND, STUPAK and the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS
agree that in addition to the conditions stated in Article IV, Paragraph 8 and
Article V, the conditions precedent to the settlement contemplated by this
SETTLEMENT AGREEMENT becoming effective are; (a) the issuance of a final
non-appealable Order (the "STATE APPROVAL ORDER") by the NEVADA STATE COURT
approving this settlement, with respect to the NEVADA STATE ACTION, and either
adopting the BANKRUPTCY COURT'S ORDER and findings of fact pursuant to Article
III, Paragraph 2.c. of this SETTLEMENT AGREEMENT, or entering a substantially
similar order and findings of its own acceptable to each of the parties hereto;
(b) the BANKRUPTCY COURT ORDER (the "RULE 7023 ORDER")
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Page 7
approving this SETTLEMENT AGREEMENT pursuant to Rule 7023 becoming final and
non-appealable; (c) approval by the BANKRUPTCY COURT of this SETTLEMENT
AGREEMENT as a settlement and compromise pursuant to Bankruptcy Rule 9019 to be
evidenced by an Order (the "9019 ORDER") and such 9019 ORDER becoming final and
non-appealable; and (d) the absence of any collateral attack challenging this
SETTLEMENT AGREEMENT due to the method of providing notice to the potential
SETTLEMENT CLASS. Forty-eight (48) hours after all such conditions precedent
have been satisfied, or by close of the next business day, whichever is later,
shall be the "EFFECTIVE DATE" as and for GRAND, its affiliates, officers,
directors, agents, employees, (all of the foregoing, both individually and in
their corporate capacity), STUPAK and the SETTLEMENT CLASS.
5. STUPAK, DEBTORS and THE ATTORNEYS REPRESENTING THE SETTLEMENT CLASS
agree that in addition to the conditions stated in Article V. A, B & C (2), the
conditions precedent to the settlement contemplated by this SETTLEMENT AGREEMENT
becoming effective are (a) the RULE 7023 ORDER approving the SETTLEMENT
AGREEMENT pursuant to RULE 7023 becoming final and non-appealable; and (b)
approval by the BANKRUPTCY COURT of this SETTLEMENT AGREEMENT as a settlement
and compromise pursuant to BANKRUPTCY RULE 9019 to be evidenced by the final and
non-appealable 9019 ORDER. Forty-eight hours after all such conditions are
satisfied, or by close of the next business day, whichever is later, shall be
the "EFFECTIVE DATE" as and for DEBTOR, DEBTORS INDIVIDUALS, their affiliates,
agents, officers, directors and employees, (all of the foregoing, both
individually and in their corporate capacity), STUPAK and the SETTLEMENT CLASS.
IV
TERMS OF THE SETTLEMENT WITH
RICHARD DUNCAN AND THE CLASS
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Page 8
RICHARD DUNCAN, individually, and on behalf of and as a member of the
SETTLEMENT CLASS, the SETTLEMENT CLASS, and their agents, consultants,
successors, experts, heirs, administrators, executors, and assigns, fully
release and forever discharge, DEBTORS AND REORGANIZED DEBTORS, GRAND, STUPAK,
and their respective affiliates, agents, directors, employees, officers, and
subsidiaries both individually and in their corporate capacities of any and all
liability, claims, demands, actions, or causes of action, of whatever kind or
nature, arising out of or in any way connected with the ACTIONS, for and in
consideration of the following:
1. DEBTORS and REORGANIZED DEBTORS, hereby agree, to provide RICHARD
DUNCAN and the SETTLEMENT CLASS for use at the SUBJECT PROPERTY, now and in the
future, under whatever name the SUBJECT PROPERTY shall be known by, or by
whomever the SUBJECT PROPERTY shall be owned, managed or controlled by, use and
enjoyment of the unredeemed hotel Room Nights, pre-paid by the SETTLEMENT CLASS,
and previously purchased as part of those STUPAK marketing programs known as
"The Vacation Club", "The Stratosphere Club" and "The Stratosphere Tower Club",
or otherwise, and purchased from STUPAK or his or its affiliates or agents.
These unredeemed Room Nights as reflected in the records of STRATOSPHERE and
STUPAK and as set forth in Exhibit A attached hereto, shall be provided without
further costs or annual dues to the SETTLEMENT CLASS. Exhibit A shall include
the total number of room nights available to each and every member of the
SETTLEMENT CLASS to whom Class notice was previously sent, in the BANKRUPTCY
ACTION, regardless of whether that member still has unredeemed vacation package
benefits available or not. The actual number of Room Nights shall be ascertained
prior to this SETTLEMENT AGREEMENT being approved by the BANKRUPTCY COURT, and
shall be set forth in Exhibit A in a form which provides sufficient data to
determine the individual holder, the number of Room Nights the holder is
entitled to, and any restrictions or limitations the SETTLEMENT CLASS MEMBERS
were
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subject to when they originally purchased these Room Nights. (Hereinafter, this
portion of the Settlement Agreement shall be referred to as the "ROOM NIGHTS"
portion of the settlement).
Usage of the Room Nights due and owing the SETTLEMENT CLASS shall be
made based upon room availability at the SUBJECT PROPERTY. DEBTORS and their
successors and/or assigns agree to use their best efforts to allow the
SETTLEMENT CLASS members to utilize their ROOM NIGHTS on the dates requested by
members of the SETTLEMENT CLASS, subject to reasonable business judgment, any
use restrictions existing on the subject packages as originally sold, and
excluding all major holiday weekends, Super Bowl weekend, and the COMDEX and CES
convention weeks. In no way, however, shall any member of the SETTLEMENT CLASS
be deprived of the ultimate use of his/her ROOM NIGHTS as set forth in Exhibit
A, even if this requires a reasonable extension of any relevant time period to
utilize ROOM NIGHTS for any individual member of the SETTLEMENT CLASS' ROOM
NIGHTS so long as he or she makes a valid request within the permitted time
period for those remaining ROOM NIGHTS which request could not be satisfied by
DEBTORS within the allowed time period.
2. While DEBTORS and REORGANIZED DEBTORS hereby agree that while
RICHARD DUNCAN and the SETTLEMENT CLASS are in use and enjoyment of the ROOM
NIGHTS at the SUBJECT PROPERTY to be provided as part of this Settlement
Agreement, DEBTORS and REORGANIZED DEBTORS agree to provide to RICHARD DUNCAN
and the SETTLEMENT CLASS, without cost or monetary obligation, unlimited free
alcoholic and/or non-alcoholic beverages, of any kind provided in the normal
course, which are served at any bar then operated and located in the casino.
(Hereinafter, this portion of the Settlement Agreement will be referred to as
the "DRINKS").
3. While DEBTORS and REORGANIZED DEBTORS hereby agree that while
RICHARD DUNCAN and the SETTLEMENT CLASS are in use and enjoyment of the ROOM
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NIGHTS at the SUBJECT PROPERTY to be provided as a part of this Settlement
Agreement, DEBTORS and REORGANIZED DEBTORS agree to provide to each member of
the SETTLEMENT CLASS, without cost or monetary obligation, with unlimited free
access by that member of the SETTLEMENT CLASS via the elevators to the
"Stratosphere Tower", or whatever name that tower of approximately one hundred
and ten stories located upon the Subject Property is hereafter referred to as
during that SETTLEMENT CLASS member's stay. (Hereinafter, this portion of the
Settlement Agreement will be referred to as the "ELEVATIONS");
4. The parties agree to the following timetable for disbursements of
the total cash proceeds of the settlement (the "Cash Proceeds"):
a. In the event no appeals or collateral attacks are filed challenging
the State Approval Order, the 9019 Order , the 7023 order, or the method of
providing notice to the potential Settlement Class, the disbursement of the Cash
Proceeds shall occur as follows: upon the STATE APPROVAL ORDER becoming final
(thirty [30] days after receipt of written notice of entry of the STATE APPROVAL
ORDER with no appeal filed), the 9019 ORDER becoming final (eleven [11] days
after the 9019 Order is docketed with no appeal filed) and the RULE 7023 Order
becoming final (eleven [11] days after the RULE 7023 ORDER is docketed with no
appeal filed), together with receipt by counsel for GRAND and STUPAK of the
stipulation of dismissal, with prejudice, of the NEVADA STATE ACTION (in the
form attached hereto as Exhibit B) and signed by the ATTORNEYS REPRESENTING THE
SETTLEMENT CLASS, and upon the release described in this Article IV and the
GRAND/STUPAK RELEASE (as defined in Article V, Paragraph C below) becoming fully
effective, GRAND shall, within forty-eight (48) hours thereof, deposit by wire
transfer the sum of $1,150,000 (One Million One Hundred Fifty Thousand Dollars),
in cash, and STUPAK shall, within forty-eight (48) hours thereof, or after May
1, 1998, whichever is later, deposit by wire transfer the sum of $1,150,000 (One
Million One Hundred
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Thousand Dollars), in cash to the Shirinian & Roitman Class Action Trust
Account. DEBTORS shall instruct the escrow to, within five (5) business days of
the Effective Date as defined in Article III, Paragraph 5, wire transfer the sum
of $700,000 (Seven Hundred Thousand Dollars), in cash from the funds deposited
with the Bankruptcy Court registry in the Interpleader Action, into the
"Shirinian & Roitman Class Action Trust Account." The ATTORNEYS REPRESENTING THE
SETTLEMENT CLASS SHALL PROVIDE the account number in writing to Grand, Stupak
and the Debtors and confirm deposit of each parties' contribution of the same,
in writing by same day facsimile and by copy of deposit receipt, to all counsel
for all parties to this SETTLEMENT AGREEMENT.
b. In the event an appeal is filed in either the BANKRUPTCY ACTION
and/or the NEVADA STATE ACTION, GRAND, STUPAK, and the DEBTORS or REORGANIZED
DEBTORS shall deposit by wire transfer within 48 hours of the filing of the
notice of appeal, or 30 days after STATE COURT APPROVAL, whichever is later,
there above-stated respective contributions ($3,000,000 in total - the CASH
PROCEEDS) into a segregated, interest-bearing, trust account to be opened with
Nevada Title, Nevada Title acting as trustee over said funds. The ATTORNEYS
REPRESENTING THE SETTLEMENT CLASS shall be responsible for opening said interest
bearing trust account upon notice of appeal being filed, and notifying GRAND,
STUPAK and the DEBTORS or REORGANIZED DEBTORS of the account number of said
interest-bearing trust account. In the event that any Appeals Court overturns
and/or modifies the STATE APPROVAL ORDER, the 9019 ORDER and/or the 7023 ORDER,
and said Appeals Court order becomes final and nonappealable, the balance of the
trust account shall be paid, within forty-eight (48) hours by wire transfer
deposit, to the designated accounts of GRAND, STUPAK and the DEBTORS or
REORGANIZED DEBTORS in an amount equal to the respective contributions of GRAND,
STUPAK, and the DEBTORS or REORGANIZED DEBTORS. In the event of denial or
dismissal of all appeals of the STATE APPROVAL ORDER, the 9019 ORDER, and the
7023 ORDER,
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Nevada Title will be directed to deposit, within 48 hours by wire transfer, the
balance of the trust account to the Shirinian and Roitman Class Action Trust
Account for distribution by the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS as
directed by the BANKRUPTCY COURT and/or the NEVADA STATE COURT.
It is understood and agreed the ATTORNEYS REPRESENTING THE SETTLEMENT
CLASS will apply to the BANKRUPTCY COURT for payment of their fees and costs
from the proceeds of the settlement described above at the time of application
for the RULE 7023 ORDER. It is further understood the BANKRUPTCY COURT'S Order
with respect to such fees is subject to review and approval by the NEVADA STATE
COURT as provided in Article III, Paragraph 4 above. The ATTORNEYS REPRESENTING
THE SETTLEMENT CLASS hereby agree to limit their recovery to an amount not to
exceed the total cash proceeds of the settlement, (the "CASH PROCEEDS") in the
amount of $3,000,000 (Three Million Dollars) and agree not to seek recovery of
any additional attorneys' fees and costs in excess of the CASH PROCEEDS, or to
claim any right to recover any portion, share or percentage of the ROOM NIGHTS,
DRINKS and/or ELEVATIONS portions of this SETTLEMENT AGREEMENT, or condition
final approval of this SETTLEMENT AGREEMENT upon approval of said attorneys'
fees. GRAND, STUPAK, and DEBTORS further agree not to object to the application
by the ATTORNEYS REPRESENTING THE SETTLEMENT CLASS for recovery of their
attorneys' fees and costs to the extent the application conforms to this
SETTLEMENT AGREEMENT.
5. The costs incurred in administrating the ROOM NIGHTS, DRINKS and
ELEVATIONS portion of this SETTLEMENT AGREEMENT, shall be borne solely by the
then owner of the SUBJECT PROPERTY, whether DEBTORS or otherwise. It is
understood that DEBTORS are only responsible to provide CLASS MEMBERS the
benefits set forth in this SETTLEMENT AGREEMENT, and as set forth in detail in
Exhibit A, and are not responsible for any dispute resolution, including but not
limited to CLASS MEMBER disputes claiming
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more ROOM NIGHTS than set forth in Exhibit A or requests for refunds. It is
further understood by all parties hereto that in no event will Grand have any
obligations whatsoever for ROOM NIGHTS, DRINKS or ELEVATIONS.
6. Honoring of the ROOM NIGHTS, DRINKS and ELEVATIONS portion of the
settlement by the DEBTORS or REORGANIZED DEBTORS, subject to Article V,
Paragraphs A and B, shall begin no later than thirty (30) days after the 9019
ORDER and the RULE 7023 ORDER becoming final and non-appealable (whichever is
later), and shall continue until fully satisfied on the terms, conditions,
benefits and limitations as RICHARD DUNCAN and the SETTLEMENT CLASS were subject
to by contract relative to the ROOM NIGHTS, DRINKS and ELEVATIONS portion of the
settlement at the time originally purchased, and as further described and/or
limited hereinabove. Any time limitations found in any contract for purchase by
RICHARD DUNCAN and the SETTLEMENT CLASS of pre-paid vacations from STUPAK, or
otherwise, are hereby, however, deemed extended by a time period equal to the
period from the original "cancellation" of the pre-paid vacation packages
(January 13, 1997) to the date upon which the DEBTORS and REORGANIZED DEBTORS
begin honoring the ROOM NIGHTS, DRINKS, and ELEVATIONS portions of the
SETTLEMENT AGREEMENT. In no way however shall this extension be seen in any way
as a limitation on the right of any individual member of the SETTLEMENT CLASS to
utilize his ROOM NIGHTS, as such right is described in Article IV, Paragraph 1
of this SETTLEMENT AGREEMENT.
7. This SETTLEMENT AGREEMENT, in its entirety, and all Court Orders
approving it, shall be binding upon all current and subsequent owners of the
SUBJECT PROPERTY, their successors in interest, and/or assigns. Debtors shall
cause a Memorandum of this SETTLEMENT AGREEMENT to be recorded upon the SUBJECT
PROPERTY as provided in the Escrow Instructions attached as Exhibit C hereto, so
as to provide notice to all of the property and contract rights of the
SETTLEMENT CLASS in the SUBJECT PROPERTY created
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by this Settlement Agreement. This Agreement shall remain in effect until the
earlier of the use by the SETTLEMENT CLASS of all Room Nights to which the
SETTLEMENT CLASS is entitled or January 1, 2009. It is understood by the parties
that the provisions of this paragraph have no force or effect with respect to
the releases by the SETTLEMENT CLASS of GRAND and STUPAK following their
compliance with Article IV, Paragraph 4 of this SETTLEMENT AGREEMENT.
8. This SETTLEMENT AGREEMENT is conditioned upon approval of this
SETTLEMENT AGREEMENT, in its entirety, by the BANKRUPTCY COURT with regard to
DEBTORS, DEBTORS INDIVIDUALS, STUPAK and the SETTLEMENT CLASS, and with regard
to GRAND, STUPAK and the SETTLEMENT CLASS, the approval of the BANKRUPTCY COURT
and the NEVADA STATE COURT as provided in Article III, Paragraph 4 herein. As it
relates to GRAND and STUPAK, this SETTLEMENT AGREEMENT and the certification of
the SETTLEMENT CLASS in the NEVADA STATE ACTION shall not be effective in the
event more than two hundred and fifty (250) potential class members opt out of
the SETTLEMENT CLASS to be certified in the NEVADA STATE COURT, absent waiver of
this condition by GRAND and STUPAK.
V.
TERMS OF THE SETTLEMENT BETWEEN STUPAK,
STRATOSPHERE AND GRAND
The parties to this SETTLEMENT AGREEMENT agree that the following conditions
precedent for the settlement set forth in Article IV hereof, to be
be effective, must be satisfied within five days of execution of this
SETTLEMENT AGREEMENT:
1. STUPAK AND DEBTORS will open an Escrow with Nevada Title Company,
3800 Howard Hughes Parkway, Las Vegas, Nevada 89109 ("Escrow Agent"), and
deposit an executed copy of this SETTLEMENT AGREEMENT and Escrow instructions in
the form attached hereto as Exhibit C with the Escrow Agent.
2. STUPAK and DEBTORS will execute and deliver to Escrow Agent a
stipulated Order in the form attached hereto as Exhibit D which shall be lodged
in the
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Interpleader Action upon the entry of the 9019 ORDER directing that upon
entry of the Interpleader Order (i) all moneys, funds, and STRATOSPHERE
stock (held by the Bank of New York) be immediately deposited with the
BANKRUPTCY COURT registry; and (ii) the Bank of New York shall receive from such
moneys the immediate payment of attorneys' fees and costs in the amount of
$2,021.03 and $1,250.00 in Escrow Fees. Upon the Effective Date as provided for
in Article III, Paragraph 5, the balance of all such moneys, funds and
STRATOSPHERE stock less the $700,000 paid directly to the Shirinian & Roitman
Class Action Trust Account be released from the registry to Stratosphere and the
Interpleader Action shall be dismissed.
3. STUPAK will execute and deliver to the Escrow Agent a quitclaim
deed, transferring in fee simple, and free and clear of any and all deeds of
trust, liens (except taxes not yet due and payable) and/or mortgages to
STRATOSPHERE that real property in the County of Clark, State of Nevada,
commonly identified as the property upon which the "Chester Stupak Center," is
located (legally described in Exhibit E attached hereto) along with all
appurtenances, fixtures and improvements thereon. DEBTORS hereby agree that so
long as DEBTORS own the Chester Stupak Center, DEBTORS shall permit the City of
Las Vegas to continue to use the Chester Stupak Center without payment of rent
consistent with prior and current uses.
4. In partial consideration of the release by STUPAK to DEBTORS of the
stock on deposit with Bank of New York, as well as other consideration provided
by STUPAK, DEBTORS and DEBTORS INDIVIDUALS to each other, DEBTORS, DEBTORS
INDIVIDUALS and STUPAK will execute and enter into, and deliver to the Escrow
Agent, a mutual release attached hereto as Exhibit E ("STUPAK/DEBTORS Release")
of any and all claims any of these parties may have against each other, or
against any of their current or former affiliates, officers, directors, agents
and employees individually or in their corporate capacity, whether related to
the ACTIONS, or otherwise, any adversarial claims, pending
<PAGE> 16
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or contemplated or arising out of the ACTIONS or conduct, occurring prior to the
date of this SETTLEMENT AGREEMENT. The failure of any individual to sign this
release shall have no effect on its enforceability and validity with regard to
the release as to all other signing parties. In addition to other considerations
set forth in this agreement, the DEBTORS INDIVIDUALS release of STUPAK shall be
deemed adequate consideration for STUPAK'S release of the DEBTORS INDIVIDUALS.
DEBTORS will prepare and file a motion to approve this SETTLEMENT
AGREEMENT with the BANKRUPTCY COURT pursuant to Bankruptcy Rule 9019.
B. STUPAK and DEBTORS agree that upon the Effective Date as defined in
Article III, Paragraph 5 (unless waived by DEBTORS) the following will take
place:
1. The four individual proofs of claims filed by STUPAK in the
BANKRUPTCY PROCEEDINGS for unsecured claims in the amount of One Hundred and
Twelve Million Dollars ($112,000,000), Three Hundred Thousand Dollars
($300,000), Three Hundred and Fifty Thousand Dollars ($350,000), and Fifteen
Million Dollars ($15,000,000), totaling $127,650,000 (One Hundred Twenty Seven
Million, Six Hundred Fifty Thousand Dollars), will be deemed withdrawn with
prejudice and of no further force and effect.
2. In partial consideration of receipt of the cash on deposit with the
Bank of New York, and all other considerations set forth in this SETTLEMENT
AGREEMENT, DEBTORS and/or their successors-in-interest, affiliates, or assigns,
jointly and severally, will be obligated to provide the ROOM NIGHTS, ELEVATIONS,
and DRINK portions of the settlement as set forth in Article IV of this
SETTLEMENT AGREEMENT;
3. The Escrow Agent shall: (i) record and deliver to STRATOSPHERE the
grant deed transferring the STUPAK CENTER to STRATOSPHERE; (ii) deliver to
DEBTORS the INTERPLEADER Order; and (iii) deliver to DEBTORS, DEBTORS
INDIVIDUALLY AND STUPAK the DEBTOR/STUPAK RELEASE; and
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4. The TURNOVER ACTION shall be dismissed with prejudice and the COMPEL
MOTION ORDER deemed of no further force and effect and all moneys and other
assets on deposit in the BANKRUPTCY COURT registry shall be released to DEBTORS
with the exception of the $700,000 to be paid directly to the Shirinian &
Roitman Class Action Trust Account.
The parties to the SETTLEMENT AGREEMENT agree that the following
conditions precedent must be satisfied for the settlement set forth in Article
IV, hereof to be effective:
Within five days of execution of this SETTLEMENT AGREEMENT, GRAND and
STUPAK and certain individuals will execute and deliver to the Escrow Agent, a
mutual release in the form attached hereto as Exhibit F of any and all claims
any party may have against each other, or any of their current or former
affiliates, officers, directors, agents and employees individually or in their
corporate capacity whether related to the ACTIONS, or otherwise (the
"GRAND/STUPAK RELEASE"). The GRAND/STUPAK RELEASE will become fully effective
once the STATE APPROVAL ORDER becomes a final non-appealable order as described
in Article IV, Paragraph 4 above. The failure of any individual to sign this
release shall have no effect on its enforceability and validity with regard to
the release as to all other signing parties.
2. Within five days of execution of this SETTLEMENT AGREEMENT, GRAND,
STUPAK, certain other individuals and certain of the DEBTORS INDIVIDUALS will
execute and enter into a Joint Defense Agreement (the "JOINT DEFENSE AGREEMENT")
related to the certain securities litigation commonly referred to as Master File
No. CV-S-96-00708PMP (PLH) in a form acceptable to the parties thereto. The
JOINT DEFENSE AGREEMENT will be effective upon its execution. Notwithstanding
the foregoing, the parties to this SETTLEMENT AGREEMENT understand that a breach
of the Joint Defense Agreement shall not effect the obligations of the Parties
under this
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SETTLEMENT AGREEMENT.
It is understood by the parties that this is a compromised settlement
of disputed claims, and that current and contemporaneous value has been given to
each other by all parties to this SETTLEMENT AGREEMENT. It is further understood
that the above-mentioned consideration for this SETTLEMENT AGREEMENT is not an
admission of liability on the part of any party, and shall not be so construed.
Upon payment of the settlement proceeds identified above after
applicable court approvals, the SETTLEMENT CLASS, the ATTORNEYS REPRESENTING THE
SETTLEMENT CLASS, and their collective agents, assigns, successors heirs and
executors, jointly and severally,without further action or writing, fully
release and forever discharge GRAND, STUPAK, DEBTORS, DEBTORS INDIVIDUALS and
their current or former respective affiliates, agents, directors, employees,
officers and subsidiaries, jointly and severally, of any and all liability,
claims, actions or causes of action of whatever kind or nature, arising out of
or in any way connected with the ACTIONS.
The parties to this SETTLEMENT AGREEMENT, and the undersigned,
represent that they have the explicit authority to enter into this SETTLEMENT
AGREEMENT on behalf of the parties they represent.
This Settlement Agreement may be executed in counter part allowing signature by
facsimile. Dated:
________________________
Richard Duncan, individually and on behalf of the
Class of similarly situated Claimants
Dated: ________________________
Ara Shirinian, Shirinian & Roitman, on behalf of
Richard Duncan and the Class
Dated: _______________________
G. Todd Jackson, Rusing & Lopez, on
behalf of Richard Duncan and the Class
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Dated: ________________________________________
Bob Stupak, individually and on behalf of Las
Vegas Vacation Club, Inc., and Bob Stupak
Enterprises, Inc., Vegas World Hotel and Casino
Dated: ________________________________________
Print name:_____________________________
Title: _____________________________
on behalf of Stratosphere Corporation and
Stratosphere Gaming Corp.
Dated: ________________________________________
Print Name:_____________________________
Title: _____________________________
On behalf of Grand Casinos, Inc. and
Grand Casinos Resorts, Inc.
Dated: ________________________________________
Andrew S. Blumen, Esq.
Dated: ________________________________________
Thomas Lettero
Dated: ________________________________________
Thomas Bell
Dated: ________________________________________
Robert Maheu
Dated: ________________________________________
David Wirshing
Dated: ________________________________________
Russell Lederman
