ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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 1994 were $377.0 million compared to $352.8 million for 1993, an increase of $24.2 million (7%). The Company achieved this increase in revenues despite extremely adverse weather in the first quarter of 1994 when revenues grew only $.3 million. Casino revenues for 1994 were $321.5 million compared to $297.7 million in 1993, an increase of $23.8 million (8%). Slot revenues increased $13.5 million (7%) due to a 16% increase in slot handle (volume) offset, in part, by a decline in the win percentage from 9.6% in 1993 (which includes the positive impact from the discontinuation of certain progressive linked jackpots) to 8.8% in 1994. The Company added 223 slot machines (an 11% increase) during 1994. Slot revenues represented 68% of the Company's casino revenues in 1994 compared to 69% in 1993. Table game revenues, excluding poker, increased $6.4 million (7%) from 1993 due to a 3% increase in the drop (amount wagered) and an increase in the hold percentage from 16.5% in 1993 to 17.1% in 1994. Poker operations, which commenced in July 1993, generated revenues of $4.7 million for 1994 compared to $2.6 million for 1993. Horse race simulcasting and keno operations, which commenced in June 1994, contributed $1.8 million to casino revenues for 1994. Rooms and food and beverage revenues remained essentially unchanged. Other revenues increased $1.0 million (11%) due to higher entrance fees for promotional events, dividends from a multi-casino linked progressive trust and increased interest income.
Atlantic City 1994 citywide casino revenues for all operators, excluding poker, horse race simulcasting and keno, increased approximately 3% from 1993 due to a 4% increase in slot revenues and a 1% increase in table game revenues. During the first quarter of 1994 and 1993, Atlantic City's results were negatively affected by severe weather in the northeastern United States. However, management believes the severity, duration and number of storms in 1994 had a more dramatic impact on attendance and operating performance than in 1993. During 1994, the number of slot machines in Atlantic City increased approximately 10%, while the number of table games, excluding poker tables, decreased approximately 1%. Slot revenues represented 67% of total gaming revenues in Atlantic City for 1994 and 1993.
Management believes that the reduced rate of slot revenue growth in Atlantic City as compared to the last several years, in conjunction with the expanded number of slot machines, has caused and will continue to cause intense promotional efforts to attract slot players as both the Company and its competitors seek to expand their share of slot revenues and maximize the utilization of their slot machine inventory. Further, as a result of the aggressive competition for slot patrons, the Atlantic City slot win percentage has declined. Management believes that the slot win percentage will continue to be subject to competitive pressure and may further decline. However, the addition of poker, horse race simulcasting and keno over the last year has had a favorable impact on the Atlantic City gaming environment. The Company believes it is well-positioned to compete for additional casino revenues by continuing to offer attractive promotional slot and table game programs and special events and by enhancing the appearance and comfort of its gaming space. In February 1994, the Company expanded its casino floor space from 68,100 to 71,400 square feet and in June 1994, the Company added another 8,700 square feet of gaming space to offer horse race simulcasting and keno, and to relocate and expand its poker operations. In July 1994, the Company placed in operation an additional 127 high denomination slot machines in the gaming space formerly occupied by its poker operations. Further, the Company recently completed a slot machine upgrade, replacing the majority of its slot machine inventory with state-of-the-art machines with embedded bill acceptors, and reconfigured its slot machine layout, adding additional slot stools and aisle space.
Operating income of the Company for 1994 was $88.3 million compared to $85.8 million for 1993, an increase of $2.5 million (3%) as the aforementioned revenue increase was offset, in part, by a $21.7 million (8%) increase in operating expenses. Despite the increase in operating expenses, the 1994 operating margin (before depreciation and amortization) remained unchanged from 1993's level of nearly 32%. Casino expenses increased $11.3 million (10%) due to an increase in salaries, benefits and other costs associated with the introduction and operation of horse race simulcasting and keno in 1994 and the operation of poker throughout all of 1994 compared to only six months in 1993, and expanded marketing and promotional efforts. Rooms expense increased $.7 million (7%) mainly due to increased salaries and benefits associated with higher room occupancy. Food and beverage expenses remained essentially unchanged. Other operating expenses increased $3.1 million (6%) due to an increase in the cost of property operations and ancillary services. Selling, general and administrative expenses remained essentially unchanged. Depreciation and amortization expense increased $5.2 million (20%) primarily due to accelerated depreciation associated with the slot machine upgrade and an increase in capital expenditures in 1994 and 1993. In addition, operating costs and expenses include allocations from BEC of its overhead (including executive salaries and benefits, public company reporting costs and other corporate headquarters' costs) of $5.7 million and $4.1 million for 1994 and 1993, respectively. Management of BEC believes that the methods used to allocate these costs are reasonable and expects similar allocations (subject to changes in circumstances which may warrant modification) in future years.
Interest expense was $42.3 million for 1994 compared to $44.9 million for 1993. The decrease of $2.6 million (6%) reflects the March 1994 refinancing of the Company's long-term debt at a more favorable rate, as well as lower average line of credit and intercompany borrowings.
Effective rates of the provision for income taxes were 40% in 1994 and 45% in 1993. The 1994 and 1993 income tax rates differ from the U.S. statutory tax rate of 35% due principally to state income taxes, net of the related federal income tax benefit. In addition, the provision for income taxes for 1993 was affected by adjustments of prior years' taxes. A reconciliation of the provision for income taxes with amounts determined by applying the U.S. statutory tax rate to income before income taxes, extraordinary item 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." 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 was a charge of $11.4 million.
ITEM 8.
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX
Reference
Report of independent auditors. . . . . . . . . . . . . . . . . . 12 Consolidated balance sheet. . . . . . . . . . . . . . . . . . . . 13 Consolidated statement of income. . . . . . . . . . . . . . . . . 15 Consolidated statement of stockholder's equity. . . . . . . . . . 16 Consolidated statement of cash flows. . . . . . . . . . . . . . . 17 Notes to consolidated financial statements. . . . . . . . . . . . 19
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 Entertainment Corporation) as of December 31, 1994 and 1993, 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, 1994. Our audits also included the financial statement schedule listed in the Index at Item 14(a). These financial statements and the schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the schedule 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, 1994 and 1993, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents 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 LLP Philadelphia, Pennsylvania February 15, 1995
Summary of significant accounting policies
Basis of presentation
The accompanying consolidated financial statements include the accounts of Bally's Park Place, Inc., a Delaware corporation (the "Company") and its subsidiaries. The Company was a direct wholly owned subsidiary of Bally Entertainment Corporation ("BEC") until June 16, 1993, when BEC contributed all of the capital stock of the Company to Bally's Casino Holdings, Inc. ("Casino Holdings"). Casino Holdings was formed as a subsidiary of BEC in April 1993 for acquiring and developing gaming operations, including those in emerging gaming jurisdictions. Unless otherwise specified in the text, references to the Company include the Company and its subsidiaries.
The Company operates in one industry segment. All significant revenues arise from its casino and supporting hotel operations.
Certain reclassifications have been made to prior years' financial statements to conform with the 1994 presentation.
Cash equivalents
The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.
Inventories
Inventories of provisions and supplies are stated at the lower of cost (first-in, first-out basis) or market, which approximates replacement cost.
Property and equipment
Depreciation of property and equipment is provided principally on the straight-line method over the estimated economic lives of the related assets and the terms of the applicable leases for leasehold improvements. Depreciation expense was $30,742, $26,581 and $26,462 for 1994, 1993 and 1992, respectively.
Deferred finance costs
Deferred finance costs are amortized over the terms of the related debt using the bonds outstanding method.
Revenue recognition
Casino revenues consist of the net win from gaming activities, which is the difference between gaming wins and losses. Operating revenues exclude the retail value of complimentary food, beverage and hotel services furnished to customers, which were approximately $34,920, $31,780 and $36,809 for 1994, 1993 and 1992, respectively. The estimated costs of providing such complimentary services, which are classified as casino expenses through interdepartment allocations from the departments granting the services, were as follows:
Income taxes
Taxable income or loss of the Company is included in the consolidated federal income tax return of BEC. Under agreements between the Company, BEC 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 BEC for the tax benefit of the Company's net operating losses and tax credits, if any, that can be utilized in BEC'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 BEC are due at such time and in such amounts as payments are required to be made for income tax purposes. Payments by BEC for such tax benefits are due at the time BEC files the applicable consolidated federal income tax return. Under the tax sharing agreement, the Company had federal income taxes receivable from BEC of $5,378 at December 31, 1994 and federal income taxes payable to BEC of $5,013 at December 31, 1993, which are included in income taxes receivable and income taxes payable, respectively, 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." 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 was a charge of $11,377.
Fair value of financial instruments
The fair value of the Company's financial instruments approximates their recorded book values at December 31, 1994 and 1993, excluding the 9 1/4% First Mortgage Notes due 2004 (the "9 1/4% Notes") whose fair market value based on quoted market prices was approximately $361,250 at December 31, 1994 and the 11 7/8% First Mortgage Notes due 1999 (the "11 7/8% Notes") whose fair market value was approximately $378,875 at December 31, 1993. The fair values are not necessarily indicative of the amounts the Company could realize in a current market exchange.
Casino licensing
In June 1994, the New Jersey Casino Control Commission (the "CCC") granted a renewal of the Company's casino license to operate Bally's Park Place-New Jersey through June 1996. A New Jersey casino license is not transferable and must be renewed by filing an application. The CCC requires notification and in some instances prior approval of dividends and other payments made by the Company to BEC and Casino Holdings, other than specifically defined payments made in the ordinary course of business.
Casino Reinvestment Development Authority investment obligations
The New Jersey Casino Control Act provides, among other things, for an assessment of licensees equal to 1 1/4% of their gross gaming revenues in lieu of an investment alternative tax equal to 2 1/2% of gross gaming revenues. The Company may satisfy this investment obligation by investing in qualified eligible direct investments, by making qualified contributions or by depositing funds with the New Jersey Casino Reinvestment Development Authority ("CRDA"). Funds deposited with the CRDA may be used to purchase bonds designated by the CRDA or, under certain circumstances, may be donated to the CRDA in exchange for credits against future CRDA investment obligations. 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 investment obligations and these charges totaled $2,604, $2,059 and $2,228 in 1994, 1993 and 1992, respectively.
Allocations from BEC and transactions with related parties
BEC allocates costs to the Company consisting of the Company's allocable share of BEC'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 BEC's oversight. BEC's method for allocating costs is designed to apportion the majority of its operating costs to its subsidiaries and is generally based upon many subjective factors including various measures of operational size and extent of BEC's oversight requirements. Management of BEC believes that the methods used to allocate these costs are reasonable and expects similar allocations in future years. Because of BEC's controlling relationship with the Company and the allocation of certain BEC costs, the operating results of the Company could be significantly different if the Company operated autonomously. In addition, certain of the Company's insurance coverage is negotiated by BEC pursuant to corporate-wide programs. In these circumstances, BEC charges the Company its proportionate share of the respective insurance premiums.
Certain executive officers of the Company function in a similar capacity for GNAC, CORP. (a wholly owned subsidiary of BEC which owns and operates the casino hotel 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 limousine services, legal services and purchasing. Costs of these operations are allocated to or from the Company either directly or using various formulas based on estimates of utilization of such services. On a net basis, allocations to The Grand were $99, $1,096 and $2,568 in 1994, 1993 and 1992, respectively, which management believes were reasonable.
The Company leases surface area parking lots to The Grand, and rental income was $696 in each of 1994, 1993 and 1992. In addition, the Company paid $869 to The Grand during 1992 for CRDA credits which were used by the Company in satisfaction of a portion of its CRDA obligations.
The Company and The Grand have a cash management arrangement whereby The Grand has advanced excess funds to the Company which the Company used to reduce the outstanding balance under its revolving credit agreement. The Company paid interest monthly on these advances (at the prime rate of its agent bank) which totaled $432 and $1,249 in 1993 and 1992, respectively. No amounts were advanced during 1994.
In April 1990, the Company advanced BEC $50,000, with interest earned at the prime rate of its agent bank. In October 1992, BEC petitioned the CCC to allow the Company to declare the receivable due from BEC 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 in 1992.
Long-term debt
In March 1994, the Company issued $425,000 principal amount of 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 dividends of $30,214 to Casino Holdings. The retirement and defeasance of the 11 7/8% Notes resulted in an extraordinary loss of $20,735, net of an income tax benefit of $14,137. In connection with the sale of the 9 1/4% Notes, the Company terminated its former 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 new credit facility is secured by a pari passu lien on the collateral securing the 9 1/4% Notes. The Company pays a fee of 1/2% on the unused commitment and the entire credit line was available at December 31, 1994.
The indenture for the 9 1/4% Notes and the new credit facility impose 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 1, 1994) receive prior approval from the CCC. The indenture for the 9 1/4% Notes limits dividends that are not paid pursuant to the net income test to $50,000 in aggregate, of which $25,000 was paid in 1994. At December 31, 1994, $2,059 was available to be paid under the net income test.
The Company has aggregate annual maturities of long-term debt for the five years after December 31, 1994 of $47, $49, $51, $53 and $55.
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, 1994 and 1993, along with their classification, are as follows:
The deferred income tax provision for 1992, which was determined pursuant to Accounting Principles Board Opinion No. 11, arose from the tax effect of timing differences primarily related to deferred compensation and pension, accrued expenses and depreciation and amortization.
A reconciliation of the provision for income taxes with amounts determined by applying the U.S. statutory tax rate to income before income taxes, extraordinary item and cumulative effect on prior years of change in accounting for income taxes is as follows:
Retirement and stock 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 consists of the following:
The benefit obligations and funded status of the SERP as of December 31, 1994 and 1993 are as follows:
The discount rate was 6.0% in 1994 and 1993 and 8.0% in 1992, 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 1994, 1993 and 1992.
In addition to the defined benefit pension plan described above, the Company also has defined contribution plans that provide retirement benefits for eligible non-union employees. Eligible employees may elect to participate by contributing a percentage of their pre-tax earnings to the plans. Employee contributions to the plans, up to certain limits, are matched in various percentages by the Company. In addition, one plan has profit sharing features, with discretionary Company contributions allocable based on eligible employee compensation. The expense for such plans was $3,101, $3,129 and $2,608 for 1994, 1993 and 1992, respectively.
Certain employees of the Company are covered by union-sponsored, collectively bargained, multi-employer defined benefit pension plans. The contributions and charges to expense for these plans were $638, $583 and $562 in 1994, 1993 and 1992, respectively.
Eligible employees of the Company may also participate in BEC's Employee Stock Purchase Plan, which provides participating employees the opportunity to purchase (through payroll deductions) shares of BEC common stock at a price equal to 85% of the fair market value of the stock at specified dates. In addition, certain officers and key employees of the Company participate in the 1989 Incentive Plan of BEC, pursuant to which BEC has granted these individuals options (generally becoming exercisable in three equal annual installments commencing one year after the date of grant) to purchase BEC common stock at a price equal to the fair market value of the stock at the date of grant. Since these plans are noncompensatory, no expense has been recorded by the Company in connection with the plans.
Guarantee
At December 31, 1994, the Company was contingently liable for the guarantee of payments (up to $24,100) in the event certain affiliates fail to make required payments pursuant to various contractual obligations.
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 . . . . . . . . . . . . . . . . . . 12
Consolidated balance sheet at December 31, 1994 and 1993 . . . . . 13
For each of the three years in the period ended December 31, 1994: Consolidated statement of income . . . . . . . . . . . . . . . . 15
Consolidated statement of stockholder's equity . . . . . . . . . 16
Consolidated statement of cash flows . . . . . . . . . . . . . . 17
Notes to consolidated financial statements . . . . . . . . . . . . 19
2. Index to Financial Statement Schedules.
Schedule II Valuation and qualifying accounts for each of the three years in the period ended December 31, 1994. . . . . . . . . . . . . . . . . . . . . . . . 32
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 BEC. ***10(i).2 Tax Sharing Agreement dated as of June 17, 1993 between BEC and Casino Holdings. ***10(i).3 Tax Sharing Agreement dated as of June 17, 1993 between BEC 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 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 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., Bally's Park Place Funding, Inc. 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 the Company, 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 First Amendment to Credit and Guaranty Agreement dated as of December 5, 1994 among the Company, 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).16 Guaranty of the Company to Arthur Goldberg in an amount up to $10,000,000. *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 BEC, 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(iv).1 Employment Agreement dated as of November 1, 1990, as amended, between BEC 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 BEC 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 BEC and Arthur Goldberg. ***10(iv).2 Employment Agreement effective as of January 1, 1993 between BEC and Wallace R. Barr. ***10(iv).3 Employment Agreement effective as of July 1, 1992 between BEC 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.
27 Financial Data Schedule. (Filed electronically only.)
*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.
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, 1995 /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, 1995 /s/ Arthur M. Goldberg --------------------------------- Arthur M. Goldberg Chairman of the Board, Chief Executive Officer and Director (principal executive officer)
Dated: March 31, 1995 /s/ Wallace R. Barr --------------------------------- Wallace R. Barr President, Chief Operating Officer and Director
Dated: March 31, 1995 /s/ Joseph A. D'Amato --------------------------------- Joseph A. D'Amato Vice President and Treasurer (principal financial and accounting officer)
Dated: March 31, 1995 /s/ Lee S. Hillman --------------------------------- Lee S. Hillman Director
Dated: March 31, 1995 /s/ J. Kenneth Looloian --------------------------------- J. Kenneth Looloian Director