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- -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO. 5 TO SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ---------------- CAESARS WORLD, INC. (NAME OF SUBJECT COMPANY) ---------------- ITT FLORIDA ENTERPRISES, INC. ITT CORPORATION (BIDDERS) ---------------- COMMON STOCK, PAR VALUE $0.10 PER SHARE (INCLUDING THE ASSOCIATED JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS) (TITLE OF CLASS OF SECURITIES) ---------------- 127695104 (CUSIP NUMBER OF CLASS OF SECURITIES) ---------------- WALTER F. DIEHL, JR., ESQ. ITT CORPORATION 1330 AVENUE OF THE AMERICAS NEW YORK, NY 10019-5490 (212) 258-1000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ---------------- COPIES TO: PHILIP A. GELSTON, ESQ. CRAVATH, SWAINE & MOORE WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NEW YORK 10019 (212) 474-1000 ---------------- Page 1 of 3. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITT Corporation ("Parent") and ITT Florida Enterprises, Inc. (the "Purchaser") hereby amend and supplement their combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D originally filed on December 23, 1994 (the "Statement"), with respect to an offer (the "Offer") to purchase all outstanding shares of common stock, $0.10 par value, of Caesars World, Inc., a Florida corporation (the "Company"), together with the associated junior participating preferred stock purchase rights (the "Shares"), on the terms described in the Offer to Purchase dated December 23, 1994. Capitalized terms not defined herein have the meanings assigned thereto in the Statement. ITEM 10. ADDITIONAL INFORMATION. On February 1, 1995, Bankers Trust Company, as Depositary in connection with the Offer, notified Parent that a total of 24,130,291 Shares representing approximately 92.9% of the total outstanding Shares had been tendered pursuant to the Offer. In addition to the information set forth in the Offer to Purchase dated December 23, 1994 and the Company's Solicitation/Recommendation Statement on Schedule 14D-9 dated December 23, 1994 with respect to the Offer, including the Company's Information Statement attached thereto, each of which was previously mailed to the Company's shareholders, set forth below, pursuant to the requirements of Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, are the name, business address, present principal occupation or employment and five-year employment history of two additional individuals who may be designated by Parent and the Purchaser as directors of the Company in accordance with the Merger Agreement: Page 2 of 3
PRINCIPAL OCCUPATION AND FIVE-YEAR EMPLOYMENT NAME AND BUSINESS ADDRESS HISTORY - ------------------------- --------------------------------------------- John Kapioltas Mr. Kapioltas has been Chairman of the Board and ITT Sheraton Corporation Chief Executive Officer of ITT Sheraton 60 State Street Corporation since 1985 and was President of ITT Boston, MA 02109 Sheraton Corporation between 1985 and 1993. Daniel P. Weadock Mr. Weadock has been president of ITT Sheraton ITT Sheraton Corporation Corporation since November 1993. From 1988 until 60 State Street October 1993 Mr. Weadock was President and Chief Boston, MA 02109 Executive Officer of ITT Communications and Information Services, Inc. In addition, Mr. Weadock was Senior Vice President of Parent between June 1992 and October 1993 and Executive Vice President of Parent between 1983 and June 1992. SIGNATURE After due 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. Dated: February 1, 1995 ITT Florida Enterprises, Inc. By: /s/ Walter F. Diehl, Jr. ----------------------------------- Name: Walter F. Diehl, Jr. Title: Vice President ITT Corporation By: /s/ Walter F. Diehl, Jr. ----------------------------------- Name: Walter F. Diehl, Jr. Title: Vice President Page 3 of 3