SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
RIO HOTEL & CASINO, INC.
(Exact name of registrant as specified in charter)
NEVADA 95-3671082
(State of incorporation or (IRS Employer
organization) Identification No.)
3700 Flamingo Road, Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to Name of each exchange
be so registered on which each class is
to be registered
Common Stock, $.01 Par New York Stock
Value Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The Common Stock of the Registrant is the only class being
registered hereby. The information regarding the other
authorized classes of securities is for information only.
COMMON STOCK
The authorized Common Stock of the Company consists of
100,000,000 shares of Common Stock, $.01 par value. All
outstanding shares of Common Stock are fully paid and
nonassessable. All holders of Common Stock have the right to
cast one vote for each share held of record on any matter coming
before the stockholders for a vote. Stockholders have no
preemptive or subscription rights. There are no conversion or
redemption rights or sinking fund provisions with respect to the
Common Stock.
Subject to the rights of the holders of outstanding
preferred stock, of which there are presently none outstanding,
the holders of Common Stock are entitled to dividends in such
amounts as may be declared by the Board of Directors from time to
time from funds legally available therefor and, in the event of
liquidation, to share ratably in any assets of the Company
remaining after payment in full of all creditors and provision
for any liquidation preferences on any outstanding preferred
stock.
PREFERRED STOCK
The Company is authorized to issue 12,500,000 shares of 8%
Cumulative Convertible Preferred Stock, par value $.01 ("8%
Preferred Stock"). None of the authorized 8% Preferred Stock is
issued or outstanding, and the Company has no present plans to
issue shares of 8% Preferred Stock. If and when the 8% Preferred
Stock is issued, the holders will be entitled to a $.0064 per
share annual dividend out of funds legally available therefor,
which dividend will be cumulative. Upon voluntary or involuntary
liquidation, winding up or dissolution of the Company, the 8%
Preferred Stock will be entitled to a liquidation preference of
$.008 per share plus unpaid cumulative dividends. The 8%
Preferred Stock will be convertible at the option of the holders
at the rate of one share of Common Stock for every eight shares
of 8% Preferred Stock at any time or from time to time after
issuance. The 8% Preferred Stock is not entitled to any voting
rights and the 8% Preferred Stock does not have preemptive
rights.
The Company is authorized to issue 10,000,000 shares of
Class II Preferred Stock, par value $.01 ("Class II Preferred
Stock"). None of the Class II Preferred Stock is issued or
outstanding, and the Company has no present plans to issue shares
of Class II Preferred Stock. The Company's Board of Directors is
empowered to issue one or more series of Class II Preferred Stock
with such rights, preferences, restrictions and privileges as may
be fixed by the Board of Directors, without further action by the
Company's stockholders. The issuance of the Class II Preferred
Stock could adversely affect the rights, including voting rights,
of the holders of the Common Stock and could impede an attempted
takeover of the Company.
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TRANSFER AGENT AND REGISTRAR
American Stock Transfer & Trust Company is the transfer
agent and registrar for the Common Stock.
NEVADA STATUTES
Nevada's "Combination with Interested Stockholders Statute"
and "Control Share Acquisition Statute" may have the effect of
delaying or making it more difficult to effect a change in
control of the Company.
The Combination with Interest Stockholders Statute prevents
an "interested stockholder" and an applicable Nevada corporation
from entering into a "combination," unless certain conditions are
met. A combination means any merger or consolidation with an
"interested stockholder," or any sale, lease, exchange, mortgage,
pledge, transfer or other disposition, in one transaction or a
series of transactions with an "interested stockholder" having:
(i) an aggregate market value equal to 5% or more of the
aggregate market value of the assets of a corporation; (ii) an
aggregate market value equal to 5% or more of the aggregate
market value of all outstanding shares of a corporation; or
(iii) representing 10% or more of the earning power or net income
of the corporation. An "interested stockholder" means the
beneficial owner of 10% or more of the voting shares of a
corporation, or an affiliate or associate thereof. A corporation
may not engage in a "combination" within three years after the
interested stockholder acquires his shares unless the combination
or purchase is approved by the Board of Directors before the
interested stockholder acquired such shares. If approval is not
obtained, after the expiration of the three-year period, the
business combination may be consummated with the approval of the
Board of Directors or a majority of the voting power held by
disinterested stockholders, or if the consideration to be paid by
the interested stockholder is at least equal to the highest of:
(i) the highest price per share paid by the interested
stockholder within the three years immediately preceding the date
of the announcement of the combination or in the transaction in
which he became an interested stockholder whichever is higher;
(ii) the market value per common share on the date of
announcement of the combination or the date the interested
stockholder acquired the shares, whichever is higher; or (iii) if
higher for the holders of preferred stock, the highest
liquidation value of the preferred stock.
Nevada's Control Share Acquisition Statute prohibits an
acquiror, under certain circumstances, from voting shares of a
target corporation's stock after crossing certain threshold
ownership percentages, unless the acquiror obtains the approval
of the target corporation's stockholders. The Control Share
Acquisition Statute specifies three thresholds; one-fifth or more
but less than one-third or more but less than a majority, and a
majority or more, of the voting power of the corporation in the
election of directors. Once an acquiror crosses one of the above
thresholds, those shares acquired in such offer or acquisition
and those shares acquired within the preceding ninety days become
Control Shares and such Control Shares are deprived of the right
to vote until disinterested stockholders restore the right. The
Control Share Acquisition Statute also provides that in the event
Control Shares are accorded full voting rights and the acquiring
person has acquired a majority or more of all voting power, all
other stockholders who do not vote in favor of authorizing voting
rights to the Control Shares are entitled to demand payment
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for the fair value of their shares. Pursuant to the Control
Share Acquisition Statute, the Company's Articles of
Incorporation authorize the redemption of the shares of an
acquiror who fails to obtain the requisite stockholder vote
to be accorded full voting rights. The Board of Directors
is to notify the stockholders within twenty days after such an
event has occurred that they have the right to receive the fair
value of their shares in accordance with statutory procedures
established generally for dissenters' rights.
The provisions of various gaming statutes, rules and
regulations also may have certain effects concerning a potential
change of control of the Company.
ITEM 2. EXHIBITS
Pursuant to Item II of the Instructions as to Exhibits of
Form 8-A, the following Exhibits are filed with the copies of
this registration statement to be filed with the New York Stock
Exchange, Inc., but otherwise are not being filed with the
Securities and Exchange Commission:
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EXHIBIT DESCRIPTION
NO.
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1 The Company's Annual Report on Form 10-K for the Year
ended December 31, 1994.
2(a) The Company's Quarterly Report on Form 10-Q for the
Quarter Ended March 31, 1995.
2(b) The Company's Quarterly Report on Form 10-Q for the
Quarter Ended June 30, 1995.
2(c) The Company's Current Report on Form 8-K dated July 18,
1995.
2(d) The Company's Current Report on Form 8-K dated
September 15, 1995
3 The Company's definitive Proxy Statement dated April 4,
1995
4(a) Amended and Restated Articles of Incorporation of Rio
Hotel & Casino, Inc. filed July 19, 1994.
4(b) Amended and Restated Bylaws of Rio Hotel & Casino,
Inc., certified March 3, 1993.
4(c) Rio Hotel & Casino, Inc. Non-Statutory Stock Option
Plan, as amended September 5, 1991, as amended
February 28, 1992 (to reflect change in Company name)
as amended June 22, 1993.
4(d) Rio Hotel & Casino, Inc. Directors' Stock Option Plan
As Amended February 28, 1992 (to reflect change in
Company name only).
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4(e) Rio Hotel & Casino, Inc. 1995 Long-Term Incentive Plan
as adopted January 26, 1995.
5 Specimen Common Stock Certificate for the Common Stock
of Rio Hotel & Casino, Inc.
6 The Company's 1994 Annual Report to Stockholders.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
RIO HOTEL & CASINO, INC.
By: /s/
Susan L. Johnson
Secretary
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