ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDER
Item 4 is omitted pursuant to General Instruction J of Form 10-K.
PART II
ITEM 5.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Item 5 is inapplicable.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Item 6 is omitted pursuant to General Instruction J of Form 10-K.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 7 is presented in the reduced disclosure format pursuant to General Instruction J of Form 10-K.
RESULTS OF OPERATIONS
Revenues of the Company for 1993 were $352.8 million compared to $331.1 million for 1992, an increase of $21.7 million (7%). Casino revenues for 1993 were $297.7 million compared to $278.0 million for 1992, an increased of $19.7 million (7%). Slot revenues, which include the discontinuation of certain progressive slot jackpots, increased $14.7 million (8%) due to an 11% increase in slot handle (volume) offset, in part, by a decline in the slot win percentage from 9.9% in 1992 to 9.6% in 1993. The Company added 112 slot machines (a 6% increase) during 1993. Slot revenue represented 69% of the Company's casino revenues in 1993 compared to 68% in 1992. Table games revenue, excluding poker, increased $2.4 million (3%) from 1992 primarily due to a 6% increase in the drop (amount wagered) offset, in part, by a decline in the hold percentage from 17.0% in 1992 to 16.5% in 1993. The Company's poker operations, which commenced in July 1993, contributed $2.6 million to its casino revenues.
Rooms revenue increased $1.3 million (5%) due to an increase in rooms occupied in 1993 compared to 1992 offset, in part, by a reduction in the average room rate. Food and beverage revenue remained essentially unchanged. Interest income from affiliates declined $.9 million due to the elimination in 1992 of an intercompany loan.
Atlantic City city-wide casino revenues for all operators in 1993, excluding poker and horse race simulcasting, increased approximately 2% from 1992, which was primarily attributable to a 5% increase in slot revenues offset, in part, by a 3% decrease in table game revenues. Atlantic City's 1993 results were negatively impacted by severe weather conditions that hampered attendance on several weekends in the first quarter. The number of slot machines in Atlantic City increased approximately 8% during 1993, while the number of Atlantic City table games, excluding poker tables, declined approximately 1%. Slot revenues in 1993 represented 67% of total gaming revenues in Atlantic City compared to 66% in 1992. Changes in gaming regulations, including modifications allowing more slot machines on existing casino floor space and permitting unrestricted 24-hour gaming effective July 1992, have aided Atlantic City slot revenue growth. In addition to the ongoing slot revenue trend, the introduction in the second quarter of 1993 of poker and horse race simulcasting has also improved the Atlantic City gaming climate. The Company's competitors in Atlantic City intensified their promotional slot marketing efforts during 1992 to expand their share of slot revenues and this trend continued through 1993. The Company believes it is well-positioned to compete for its share of casino revenues by continuing to offer promotional slot and table game programs and special events. Also, the Company plans a 13% expansion of its slot capacity and to introduce horse race simulcasting and keno, if approved by the CCC, in 1994. However, the Company believes that as a result of the aggressive competition for slot patrons, the slot win percentage will continue to be subject to competitive pressure and may further decline.
Operating income of the Company for 1993 was $85.8 million compared to $62.7 million in 1992, an increase of $23.1 million (37%) due to the aforementioned increase in revenues and, to a lesser extent, a $1.4 million (1%) decrease in operating expenses. Casino expenses increased $.8 million (1%) due to an increase in salaries, benefits and other costs associated with expanded marketing and promotional efforts. Rooms expense increased $2.1 million (26%) mainly due to increased operating costs related to the higher room occupancy. Food and beverage expenses increased $1.2 million (7%) due to an increase in the cost of providing goods and services. Other operating expenses were essentially unchanged. Selling, general and administrative expenses decreased $4.1 million (10%) primarily due to a reduction in costs associated with a management restructuring, legal, insurance and other expenses. Depreciation and amortization expense were essentially unchanged. In addition, operating costs and expenses include charges for BMC's corporate overhead (including executive salaries and benefits, public company reporting costs and other corporate headquarters' costs) allocated to the Company of $4.1 million and $3.7 million for 1993 and 1992, respectively. Allocations for 1993 and 1992 were, and management expects allocations in subsequent years will be, based upon similar cost categories and allocation methods subject to changes in circumstances which may warrant modifications. Management of BMC has advised the Company that no significant changes are presently contemplated.
Interest expense was $44.9 million for 1993 compared to $48.0 million for 1992. The decrease of $3.1 million (6%) reflects lower average line of credit and intercompany borrowings and, to a lesser extent, lower average interest rates charged on these borrowings.
Effective rates of the income tax provision were 45% in 1993 and 46% in 1992. The 1993 and 1992 income tax rates differ from the U.S. statutory tax rates of 35% and 34%, respectively, due principally to state income taxes, net of the related federal income tax benefit. A reconciliation of the income tax provision with amounts determined by applying the U.S. statutory tax rate to income before income taxes and cumulative effect on prior years of change in accounting for income taxes is included in Notes to consolidated financial statements.
Effective January 1, 1993, the Company changed its method of accounting for income taxes as required by Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109 retains the requirement to record deferred income taxes for temporary differences that are reported in different years for financial reporting and for tax purposes; however, the methodology for calculating and recording deferred income taxes has changed. Under the liability method adopted by SFAS No. 109, deferred tax liabilities or assets are computed using the tax rates expected to be in effect when the temporary differences reverse. Also, requirements for recognition of deferred tax assets and operating loss and tax credit carryforwards were liberalized by requiring their recognition when and to the extent that their realization is deemed to be more likely than not. As permitted by SFAS No. 109, the Company elected to use the cumulative effect approach rather than to restate the consolidated financial statements of any prior years to apply the provisions of SFAS No. 109. The cumulative effect on prior years of this change in accounting for income taxes as of January 1, 1993 was a charge of $11.4 million. The effect of this change in accounting for income taxes on the provision for income taxes for 1993 was to increase the income tax provision by $.4 million as a result of applying the change in the U.S. statutory tax rate from 34% to 35% to deferred tax balances.
ITEM 8.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX
Reference
Report of independent auditors. . . . . . . . . . . . . . . . . . 11 Consolidated balance sheet. . . . . . . . . . . . . . . . . . . . 12 Consolidated statement of income. . . . . . . . . . . . . . . . . 14 Consolidated statement of stockholder's equity. . . . . . . . . . 15 Consolidated statement of cash flows. . . . . . . . . . . . . . . 16 Notes to consolidated financial statements. . . . . . . . . . . . 18
REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholder BALLY'S PARK PLACE, INC.
We have audited the accompanying consolidated balance sheet of Bally's Park Place, Inc. (an indirect wholly owned subsidiary of Bally Manufacturing Corporation) as of December 31, 1993 and 1992, and the related consolidated statements of income, stockholder's equity, and cash flows for each of the three years in the period ended December 31, 1993. Our audits also included the financial statement schedules listed in the Index at Item 14(a). These financial statements and schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Bally's Park Place, Inc. at December 31, 1993 and 1992, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
As discussed in the "Summary of significant accounting policies -- Income taxes" note to the consolidated financial statements, in 1993 the Company changed its method of accounting for income taxes.
ERNST & YOUNG Philadelphia, Pennsylvania February 25, 1994, except for the "Long-term debt" note, as to which the date is March 8, 1994
Income taxes
Taxable income or loss of the Company is included in the consolidated federal income tax return of BMC. Under agreements between the Company, BMC and Casino Holdings, income taxes are allocated to the Company based on amounts the Company would pay or receive if it filed a separate consolidated federal income tax return, except that the Company receives credit from BMC for the tax benefit of the Company's net operating losses and tax credits, if any, that can be utilized in BMC's consolidated federal income tax return, regardless of whether these losses or credits could be utilized by the Company on a separate consolidated federal income tax return basis. Payments to BMC are due at such time and in such amounts as payments are required to be made for income tax purposes. Payments by BMC for such tax benefits are due at the time BMC files the applicable consolidated federal income tax return. Under the tax sharing agreement, the Company had income taxes payable to BMC of $5,562 and $3,697 at December 31, 1993 and 1992, respectively, which are classified as income taxes payable on the accompanying consolidated balance sheet.
Effective January 1, 1993, the Company changed its method of accounting for income taxes as required by Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes." SFAS No. 109 retains the requirement to record deferred income taxes for temporary differences that are reported in different years for financial reporting and for tax purposes; however, the methodology for calculating and recording deferred income taxes has changed. Under the liability method adopted by SFAS No. 109, deferred tax liabilities or assets are computed using the tax rates expected to be in effect when the temporary differences reverse. Also, requirements for recognition of deferred tax assets and operating loss and tax credit carryforwards were liberalized by requiring their recognition when and to the extent that their realization is deemed to be more likely than not. As permitted by SFAS No. 109, the Company elected to use the cumulative effect approach rather than to restate the consolidated financial statements of any prior years to apply the provisions of SFAS No. 109. The cumulative effect on prior years of this change in accounting for income taxes as of January 1, 1993 was a charge of $11,377. The effect of this change in accounting for income taxes on the provision for income taxes for 1993 was to increase the income tax provision by $427 as a result of applying the change in the U.S. statutory tax rate from 34% to 35% to deferred tax balances.
Fair value of financial instruments
The fair value of the Company's financial instruments approximates their recorded book values at December 31, 1993 and 1992, excluding the 11 7/8% First Mortgage Notes due 1999 (the "11 7/8% Notes") whose fair market value, based on quoted market prices, was approximately $378,875 and $363,125 at December 31, 1993 and 1992, respectively.
Casino licensing
In September 1992, the New Jersey Casino Control Commission (the "CCC") granted a two-year renewal of the Company's casino license to operate Bally's Park Place. A New Jersey casino license is not transferable, is issued for a term of one or two years and must be renewed by filing an application. The CCC requires that dividends and other payments to BMC by the Company, other than specifically defined payments made in the ordinary course of business, receive prior notice. The Company is not aware of any reasons that the license would not be renewed during 1994 for an additional two years.
Allocations from BMC and transactions with related parties
BMC is a holding company without significant operations of its own. During 1992, BMC completed a major restructuring effort which began in late 1990 and which included the divestiture of several of its non-core businesses including the businesses operated directly by BMC. The businesses operated directly by BMC had previously supported BMC's overhead costs and made measurement of costs associated with oversight of subsidiary operations unnecessary. During 1991, BMC allocated costs to the Company consisting of the Company's allocable share of BMC's director's and officer's insurance and other BMC stockholder-related expenses primarily attributable to a restructuring. During 1992 and 1993, BMC allocated costs to the Company consisting of the Company's allocable share of BMC's corporate overhead including executive salaries and benefits, public company reporting costs and other corporate headquarters' costs. While the Company does not obtain a measurable direct benefit from these allocated costs, management believes that the Company receives an indirect benefit from BMC's oversight. BMC's method for allocating costs to its subsidiaries is designed to apportion its costs to its subsidiaries based upon many subjective factors including size of operations and extent of BMC's oversight requirements. Management of BMC and the Company believe that the methods used to allocate these costs are reasonable and expect similar allocations in future years. Because of BMC's controlling relationship with the Company and the allocation of certain BMC costs, the operating results of the Company could be significantly different from those that would have been obtained if the Company operated autonomously.
Certain executive officers of the Company function in a similar capacity for GNAC, CORP. (a wholly owned subsidiary of BMC which owns and operates the casino resort in Atlantic City known as the "The Grand"), and exercise decision making and operational authority over both entities. No allocation of cost is made from the Company to The Grand for these executive officers as management deems the direct allocable cost to be immaterial. In addition, certain administrative and support operations of the Company and The Grand are consolidated, including legal services, purchasing, limousine services and certain aspects of human resources. Costs of these operations are allocated to or from the Company either directly or using various formulas based on utilization estimates of such services. On a net basis, allocations from the Company were $1,096, $2,568 and $2,486 in 1993, 1992 and 1991, respectively, which management believes were reasonable.
The Company leases surface area parking lots to The Grand, and rental income was $696 in each of 1993, 1992 and 1991. In addition, the Company paid $869 and $2,557 to The Grand during 1992 and 1991, respectively, for New Jersey Casino Reinvestment Development Authority ("CRDA") credits which were used by the Company in satisfaction of a portion of its CRDA obligations.
In April 1990, the Company advanced BMC $50,000, with interest earned at the prime rate of its agent bank. In October 1992, BMC petitioned the CCC to allow the Company to declare the receivable due from BMC as a dividend. The CCC approved this request in December 1992. No interest was paid to the Company subsequent to April 1, 1992. Intercompany interest earned on this advance was $808 and $4,243 in 1992 and 1991, respectively.
In December 1990, the Company advanced The Grand $2,700. This advance was repaid in June 1992. The Company earned interest monthly on this advance (at the prime rate of its agent bank) which totalled $73 and $228 in 1992 and 1991, respectively. The Company and The Grand have a cash management arrangement whereby The Grand advances excess funds to the Company which the Company uses to reduce the outstanding balance under its revolving credit agreement. As of December 31, 1992, the Company owed The Grand $16,000 which was repaid during 1993. These advances are payable on demand. The Company pays interest monthly on these advances (at the prime rate of its agent bank) which totalled $432, $1,249 and $862 in 1993, 1992 and 1991, respectively.
Discontinued motel operation
In December 1991, the Company made a decision to close and demolish the motel operation of one of its subsidiaries. In connection with this decision, the Company recorded a $3,500 charge against operations in 1991 to write-off the remaining net book value of the property and equipment of this motel and to provide for the demolition cost and other related closing costs. The revenues and operating income of this motel operation were immaterial.
Casino Reinvestment Development Authority investments
The New Jersey Casino Control Act (the "Act") provides, among other things, for an assessment of licensees equal to 1 1/4% of their gross casino revenues. This assessment may be satisfied by the Company investing in qualified eligible direct investments, by depositing funds with the CRDA (which will be used to purchase bonds issued by the CRDA), by making qualified contributions or, under certain circumstances, donating funds on deposit with the CRDA in exchange for credits against future CRDA obligations. The Company's investment obligation for 1993 was met by purchasing CRDA bonds, donating funds on deposit with the CRDA, utilizing CRDA credits and depositing funds with the CRDA. CRDA bonds have terms up to fifty years and bear interest at below market rates. The Company records a charge to operations when it deposits funds with the CRDA to reflect the estimated realizable value of its CRDA investments. No gain or loss is recorded relating to the donation of the CRDA obligations as the book value of the Company's investment in CRDA obligations approximates the credits received.
The Company charged to operations $2,059, $2,228 and $2,950 in 1993, 1992 and 1991 respectively, to reflect the estimated realizable value of its CRDA investments.
In January 1991, the Company received an assessment from the New Jersey Department of the Treasury (the "Treasury") alleging, pursuant to the Act, that the Company in 1983 failed to have sufficient qualified investments in excess of casino revenues. The Act in effect in 1983 required in this situation that a casino pay an assessment to satisfy its investment obligation. In January 1992, the Company and the Treasury settled this dispute, and the Company agreed to invest an additional $2,250 with the CRDA as follows: $600 in 1992; $300 in 1993; $300 in 1994; $300 in 1995 and $750 in 1996, and to participate in certain CRDA approved low income mortgage guarantee programs. The Company charged $1,100 to operations in 1991 as a result of the settlement, representing the Company's estimated net cost of the settlement obligation.
Long-term debt
On March 8, 1994, the Company issued $425,000 principal amount of 9 1/4% First Mortgage Notes due 2004 (the "9 1/4% Notes"). The 9 1/4% Notes are not subject to any sinking fund requirement, but may be redeemed beginning March 1999, in whole or in part, with premiums ranging from 4.5% in 1999 to zero in 2002 and thereafter. In addition, on or before March 15, 1997, a portion of the 9 1/4% Notes may be redeemed at a premium of 9.25% out of the proceeds of one or more public equity offerings by the Company or Casino Holdings if such offerings were to occur, provided that at least $100,000 principal amount of the 9 1/4% Notes remains outstanding after the redemption. The 9 1/4% Notes are secured by a first mortgage on and security interest in substantially all property and equipment of the Company. The Company used the net proceeds from the sale of the 9 1/4% Notes to purchase and retire certain of its 11 7/8% Notes, defease the remaining 11 7/8% Notes at a price of 104.45% of their principal amount plus accrued interest through the redemption date, thereby satisfying all obligations thereunder, and pay a $30,000 dividend to Casino Holdings. The retirement and defeasance of the 11 7/8% Notes results in an extraordinary loss in the first quarter of 1994 of approximately $20,500, net of an income tax benefit of approximately $14,300. In connection with the sale of the 9 1/4% Notes, the Company terminated its existing credit facility and entered into an agreement for a new $50,000 revolving credit facility which expires on December 31, 1996, at which time all amounts outstanding become due. The new credit facility provides for interest on borrowings payable, at the Company's option, at the agent bank's prime rate or the LIBOR rate plus 2%, each of which increases as the balance outstanding increases. The rate of interest on borrowings was previously based upon the agent bank's prime rate or certain other short-term rates (6% at December 31, 1993). The Company pays a fee of 1/2% on the unused commitment. The new credit facility is secured by a pari passu lien on the collateral securing the 9 1/4% Notes.
At December 31, 1993, $595 was available under the indenture for the 11 7/8% Notes to pay dividends, which was paid in February 1994. The indenture for the 9 1/4% Notes and the new credit facility imposes restrictions on the Company's ability to incur debt and issue preferred stock, make acquisitions and certain restricted payments, create liens, sell assets or enter into transactions with affiliates. The new credit facility is, in certain circumstances, more restrictive than the indenture for the 9 1/4 % Notes. In connection with the sale of the 9 1/4% Notes, the CCC requires, among other things, that dividends paid by the Company to Casino Holdings which are not paid pursuant to a net income test (generally limited to 50% of aggregate consolidated net income, as defined, earned since April 4, 1994) receive prior approval from the CCC. The indenture for the 9 1/4% Notes limits these dividends to $50,000 in aggregate.
The Company has aggregate annual maturities of long-term debt (adjusted for the refinancing described above) for the five years after December 31, 1993 of $44, $46, $2,048, $50 and $52.
Income taxes
The provision for income taxes consists of the following:
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. Significant components of the Company's deferred tax assets and liabilities as of December 31, 1993 and January 1, 1993, along with their classification, are as follows:
At December 31, 1993, the Company had net operating loss carryforwards for state income tax purposes of approximately $1,787. The loss carryforwards begin to expire in 1997 and fully expire in 1999.
The deferred income tax provision (benefit) for 1992 and 1991 arises from the tax effect of timing differences as follows:
Benefit plans
The Company has a noncontributory supplemental executive retirement plan (the "SERP") for certain key executives. Normal retirement under the SERP is age 60 and participants receive benefits based on years of service and compensation. Pension costs of the SERP are unfunded. The net periodic pension cost for the Company's SERP for 1993, 1992 and 1991 consists of the following:
The following sets forth the plan's obligation and funded status as of December 31 for the SERP.
The discount rate was 6.0% in 1993 and 8.0% in 1992 and 1991, and the rate of increase in future compensation levels used in determining the actuarial present value of the projected benefit obligations was 6.0% in 1993, 1992 and 1991.
In 1991, the Company and one of its executives entered into an agreement to terminate the executive's participation in a noncontributory supplemental executive retirement plan sponsored by the Company. Pursuant to this agreement, the Company agreed to pay the executive $27,600 over five years. The Company recorded the settlement in an amount equal to the net present value of the required payments. No charge against operations in 1991 was required, as the Company had fully accrued in prior years the value of this settlement as part of its pension liability. The net present value of the remaining payments under this termination agreement was $16,042 at December 31, 1992. On January 8, 1993, the Company and BMC entered into a retirement and separation agreement with this executive which, among other things, reduced the remaining amount payable under the termination agreement to $13,500, which the Company paid on such date.
In addition to the defined benefit pension plans described above, the Company has a defined contribution plan which covers certain non-union employees and which is considered part of the Company's overall retirement program. The plan is a 401(k) plan to which the Company contributes an amount allocable based on eligible participants' compensation and a percent of eligible employees' contributions. The expense for the Company's defined contribution plan was $3,129, $2,608 and $3,800 for 1993, 1992 and 1991, respectively.
Certain employees of the Company are covered by union-sponsored, collectively bargained, multiemployer defined benefit pension plans. The contributions and charges to expense for these plans were $583, $562 and $567 in 1993, 1992 and 1991, respectively.
In April 1991, an insurance company that issued guaranteed interest contracts ("GICs") that were purchased by both BMC's and the Company's qualified 401(k) plans was declared insolvent by the State of California's Insurance Commissioner (the "Commissioner"). Operations of this insurance company were assumed by the Commissioner. Approximately $7,400 of these GICs are held in a Master Trust for BMC's and its subsidiaries' employee benefit plans, of which approximately 42% is attributable to the Company's 401(k) plan. Although BMC and the Company had no legal obligation to fund any 401(k) plan losses, BMC's Board of Directors, in June 1991, authorized BMC, and therefore the Company, to ensure that participants in the Company's 401(k) plan not suffer any loss in principal, as determined on March 31, 1991, to their 401(k) account balances which might otherwise occur due to this insolvency. During 1991, the Company charged $900 to operations for its estimated cost of reimbursing any shortfall in the participants' 401(k) account balances, which was included in the $3,800 defined contribution plan expense.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Item 9 is inapplicable.
PART III
Part III is omitted pursuant to General Instruction J of Form 10-K.
PART IV
ITEM 14.
ITEM 14. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) 1. Index to Financial Statements.
Reference
Report of independent auditors . . . . . . . . . . . . . . . . . . 11
Consolidated balance sheet at December 31, 1993 and 1992 . . . . . 12
For each of the three years in the period ended December 31, 1993: Consolidated statement of income . . . . . . . . . . . . . . . . 14
Consolidated statement of stockholder's equity . . . . . . . . . 15
Consolidated statement of cash flows . . . . . . . . . . . . . . 16
Notes to consolidated financial statements . . . . . . . . . . . . 18
2. Index to Financial Statement Schedules.
Schedule II Amounts Receivable from Related Parties and Underwriters, Promoters, and Employees Other Than Related Parties for each of the three years in the period ended December 31, 1993 . . . . . 33
Schedule V Property and Equipment for each of the three years in the period ended December 31, 1993 . . . . . 34
Schedule VI Accumulated Depreciation and Amortization of Property and Equipment for each of the three years in the period ended December 31, 1993 . . . . . 35
Schedule VIII Valuation and Qualifying Accounts for each of the three years in the period ended December 31, 1993. . . . . . . . . . . . . . . . . . . . . . . . . 36
Schedule X Supplementary Income Statement Information for each of the three years in the period ended December 31, 1993 . . . . . . . . . . . . . . . . . . 37
All other schedules specified under Regulation S-X are omitted because they are not applicable, not required under the instructions or all information required is set forth in the Notes to consolidated financial statements.
3. Index to Exhibits.
*3.1 Restated Certificate of Incorporation of the Company. **3.2 Amended and Restated By-laws of the Company. **3.3 Certificate of Incorporation of Bally's Park Place Funding, Inc. **3.4 Amended and Restated By-laws of Bally's Park Place Funding, Inc. *3.5 Amended and Restated Certificate of Incorporation of Bally's Park Place-New Jersey. *3.6 Amended and Restated By-laws of Bally's Park Place-New Jersey. *4.1 Form of Indenture governing 11 7/8% First Mortgage Notes due 1999 of Bally's Park Place Funding, Inc. *4.1.1 Form of First Mortgage Note. *4.1.2 Form of Guaranty of the Company.
**4.2 Form of Indenture governing 9 1/4% First Mortgage Notes due 2004 of Bally's Park Place Funding, Inc. **4.2.1 Form of Note (included as part of Article II of the Indenture). **4.2.2 Form of Guaranty of the Company of the Notes (included as part of Article II of the Indenture). ***10(i).1 Intercorporate Agreement dated as of June 24, 1993 among Casino Holdings, Bally's Park Place-New Jersey and BMC. ***10(i).2 Tax Sharing Agreement dated as of June 17, 1993 between BMC and Casino Holdings. ***10(i).3 Tax Sharing Agreement dated as of June 17, 1993 between BMC and Bally's Park Place-New Jersey. *10(i).4 Amended and Restated Loan Agreement dated as of June 30, 1992 among Bally's Park Place-New Jersey, the Company, Bally's Park Place Realty Co. ("Realty Co."), and the Senior Lender, as agent and the other banks named therein governing the existing credit facility (filed as an exhibit to the Annual Report on Form 10-K for the Company for the year ended December 31, 1992). **10(i).5 Form of Mortgage and Security Agreement with Assignment of Rents among the Bally's Park Place-New Jersey, Realty Co., Bally's Park Place Funding, Inc. and First Bank. **10(i).6 Form of Assignment of Leases and Rents among Bally's Park Place- New Jersey, Realty Co. and First Bank. **10(i).7 Form of Note Pledge Agreement among the Bally's Park Place-New Jersey, Bally's Park Place Funding, Inc. and First Bank. **10(i).8 Form of Note. **10(i).9 Form of Intercreditor Agreement. *10(i).10 Mortgage and Security Agreement with Assignment of Rents dated August 31, 1989 among Bally's Park Place-New Jersey, Realty Co., the Issuer and First Fidelity Bank. *10(i).11 Assignment of Leases and Rents dated August 31, 1989 among Bally's Park Place-New Jersey, Realty Co. and First Fidelity Bank. *10(i).12 Note Pledge Agreement dated August 31, 1989 among Bally's Park Place-New Jersey, Realty Co. and First Fidelity Bank. *10(i).13 $350,000,000 Note dated August 31, 1989. 10(i).14 Loan and Guaranty Agreement dated March 8, 1994 among Bally's Park Place-New Jersey, Realty Co., Inc. and First Fidelity Bank, as agent and lender and Midlantic National Bank as lender. 10(i).15 Mortgage and Security Agreement with Assignment of Rents dated March 8, 1994 in connection with Exhibit 10(i).14. *10(ii).1 Lease Agreement dated June 8, 1977, between Bally's Park Place- New Jersey and the Palley Blatt Company respecting the Marlborough-Blenheim Hotel Property (filed as an exhibit to the Company's Registration Statement on Form S-1, Registration No. 2-65017). *10(ii).2 Letter dated April 27, 1979, from Bally's Park Place-New Jersey to Alexander K. Blatt and Norman Palley, as Trustees, agreeing to the Purchase and modification of the First Peoples National Bank of New Jersey's $4,000,000 mortgage loan to the Palley Blatt Company (filed as an exhibit to the Company's Registration Statement on Form S-1, Registration No. 2-65017). *10(iii).1 Retirement and Separation Agreement dated January 8, 1993 between BMC, Bally's Park Place-New Jersey and Richard Gillman (filed as an exhibit to the Company's Annual Report on Form 10K for the year ended December 31, 1992). *10(iii).2 Split-Dollar Life Insurance Agreements and Collateral Assignments by and among the Company's, Bally's Park Place-New Jersey, Richard Gillman and Scott Gillman dated February 1, 1985. *10(iii).3 Split-Dollar Life Insurance Agreements and Collateral Assignments by and among the Company's, Bally's Park Place-New Jersey, Richard Gillman and Marc Gillman dated February 1, 1985. *10(iii).4 Employee Incentive Stock Option Plan of Bally's Park Place-New Jersey (filed as an exhibit to the Company's Registration Statement on Form S-8, Registration No. 2-76757). *10(iii).5 Amendment to Employee Incentive Stock Option Plan of Bally's Park Place-New Jersey dated May 6, 1985. *10(iii).6 Amendments to Employee Incentive Stock Option Plan of Bally's Park Place-New Jersey dated January 24, 1986. *10(iii).7 Supplemental Executive Retirement Plan of Bally's Park Place-New Jersey effective as of January 1, 1987. *10(iii).8 Group Travel Accident Policy between Bally's Park Place-New Jersey and Hartford Insurance Group effective February 5, 1988. *10(iii).9 Profit Sharing Plan and Trust Agreement of Bally's Park Place- New Jersey. *10(iii).10 Amended and Restated Profit Sharing Plan and Trust Agreement of Bally's Park Place-New Jersey. *10(iii).11 Amended and Restated Profit Sharing Plan and Trust Agreement of Bally's Park Place-New Jersey dated as of January 1, 1987. *10(iv).1 Employment Agreement dated as of November 1, 1990, as amended, between BMC and Arthur Goldberg (filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 1991). *10(iv).1.1 First Amendment to Employment Agreement effective as of November 1, 1991 between BMC and Arthur Goldberg (filed as an exhibit to the Company's Annual Report on Form 10K for the year ended December 31, 1992). **10(iv).1.2 Second Amendment to Employment Agreement effective September 29, 1993 between BMC and Arthur Goldberg. ***10(iv).2 Employment Agreement effective as of January 1, 1993 between BMC and Wallace R. Barr. ***10(iv).3 Employment Agreement effective as of July 1, 1992 between BMC and Robert Conover. **10(iv).4 Severance Agreement effective as of March 1, 1993 between Bally's Park Place-New Jersey and C. Patrick McKoy. ***10(iv).5 Settlement Agreement and Release dated July 30, 1993 between Bally's Park Place-New Jersey and Charles Tannenbaum.
**22 Subsidiaries of Bally's Park Place-New Jersey.
*Incorporated herein by reference and filed as an exhibit to Bally Park Place Funding's, Inc. Registration Statement on Form S-1, Registration No. 33-26464, unless otherwise indicated.
**Incorporated herein by reference and filed as an exhibit to Bally's Park Place Funding's, Inc. Registration Statement on Form S-1, Registration No. 33- 51765.
***Incorporated herein by reference and filed as an exhibit to Bally's Casino Holdings, Inc. Registration Statement on Form S-1, Registration No. 33-654438.
BALLY'S PARK PLACE, INC.
SCHEDULE X-SUPPLEMENTARY INCOME STATEMENT INFORMATION
Years Ended December 31, 1993, 1992 and 1991 (In thousands)
Charged to costs and expenses ----------------------------- Item 1993 1992 1991 ---- -------- -------- --------
Maintenance and repairs. . . . . . . . . . $ 17,308 $ 17,548 $ 16,536 ======== ======== ========
Amortization . . . . . . . . . . . . . . . $ 1,712 $ 2,602 $ 3,543 ======== ======== ========
Taxes other than payroll and income taxes:
State gaming taxes . . . . . . . . . . . $ 23,923 $ 22,396 $ 21,248
Real estate and personal property taxes. 12,344 12,196 11,474 -------- -------- -------- $ 36,267 $ 34,592 $ 32,722 ======== ======== ========
Advertising. . . . . . . . . . . . . . . . $ 8,391 $ 9,032 $ 8,863 ======== ======== ========
/TABLE
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.
Bally's Park Place, Inc.
Dated: March 31, 1994 /s/ Joseph A. D'Amato --------------------------------- Joseph A. D'Amato Vice President and Treasurer (principal financial and accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. This Annual Report may be signed in multiple identical counterparts, all of which taken together, shall constitute a single document.
Dated: March 31, 1994 /s/ Arthur M. Goldberg --------------------------------- Arthur M. Goldberg Chairman of the Board and Chief Executive Officer (principal executive officer) (sole director)
Dated: March 31, 1994 /s/ Wallace R. Barr --------------------------------- Wallace R. Barr President, Chief Operating Officer
Dated: March 31, 1994 /s/ Joseph A. D'Amato --------------------------------- Joseph A. D'Amato Vice President and Treasurer (principal financial and accounting officer)
Dated: March 31, 1994 /s/ Lee S. Hillman --------------------------------- Lee S. Hillman Director
Dated: March 31, 1994 /s/ J. Kenneth Looloian --------------------------------- J. Kenneth Looloian Director