As filed with the Securities and Exchange Commission on September 13, 1996.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RIO HOTEL & CASINO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 95-3671082
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3700 WEST FLAMINGO ROAD, LAS VEGAS, NEVADA 89103
(Address of registrant's principal executive offices)
RIO HOTEL & CASINO, INC. 1995 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
JAMES A. BARRETT, JR.
RIO HOTEL & CASINO, INC.
3700 WEST FLAMINGO ROAD
LAS VEGAS, NEVADA 89103
(702) 252-7733
(Name, address, and telephone number, including area code, of
agent for service)
PLEASE SEND COPIES OF ALL CORRESPONDENCE TO:
MICHAEL J. BONNER
SHERWOOD N. COOK
KUMMER KAEMPFER BONNER & RENSHAW
3800 HOWARD HUGHES PARKWAY
SEVENTH FLOOR
LAS VEGAS, NEVADA 89109
(702) 792-7000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM MAXIMUM
SECURITIES TO BE BE OFFERING AGGREGATE AMOUNT OF
REGISTERED REGISTERED PRICE PER OFFERING REGISTRATION
<F1> SHARE<F2> PRICE<F2> FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,000,000 $16.47294 $32,945,880 $11,361
shares
<FN>
<F1> Represents the maximum number of shares which may be distributed
pursuant to this Registration Statement.
<F2> Computed pursuant to Rule 457(h) solely for purposes of determining
the registration fee, based upon the price at which options to
purchase shares outstanding on the date hereof may be exercised
(1,194,000 shares at $16.75 per share) and, with respect to the
balance of the shares that may be sold under the Rio Hotel &
Casino, Inc. 1995 Long-Term Incentive Plan (the "Plan"), on the
average of the high and low prices of the Registrant's common stock
as reported on the New York Stock Exchange on September 11, 1996
($16.0625).
</FN>
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995 (file no. 1-11569);
(b) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996 (file no. 1-
11569); and
(c) Item 1, "Description of Registrant's Securities to be
Registered" section from the Company's Form 8-A filed on November
6, 1995 (file no. 1-11569).
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which de-registers all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.751 of the Nevada Revised Statutes (the "NRS"),
the Company's Articles of Incorporation and Bylaws contain
provisions for indemnification of officers and directors of the
Company. The Articles of Incorporation provision requires the
Company to indemnify such persons to the full extent permitted by
Nevada law. Each person will be indemnified in any proceeding,
providing such officer's or director's actions or omissions did
not involve intentional misconduct, fraud or a knowing violation
of law or the payment of dividends in violation of NRS 78.300.
Indemnification would cover expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement.
The Company's Articles of Incorporation also provide that
the Company's Board of Directors may cause the Company to
purchase and maintain insurance on behalf of any present or past
director or officer insuring against any liability asserted
against such person incurred in the capacity of director or
officer or arising out of such status, whether or not the Company
would have the power to indemnify such person. The Company
currently has directors' and officers' liability insurance.
2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
NUMBER
4.01 Specimen stock certificate for the common stock of Rio
Hotel & Casino, Inc.
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw re:
legality of the securities being registered.
10.01 Rio Hotel & Casino, Inc. 1995 Long-Term Incentive Plan
(as adopted January 26, 1995).
23.01 Consent of Arthur Andersen LLP.
23.02 Consent of Kummer Kaempfer Bonner & Renshaw included
in Exhibit 5.01.
24.01 Power of Attorney, contained on page 5.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the offers
or sales are being made, a post-effective amendment to this
registration statement to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933 (the "Securities
Act"), each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment of the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
3
<PAGE>
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Las Vegas, State of Nevada, on September 13, 1996.
RIO HOTEL & CASINO, INC.
By: /s/ Anthony A. Marnell II
Anthony A. Marnell II
Chairman of the Board of
Directors and Chief
Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The undersigned directors and officers of Rio Hotel &
Casino, Inc. hereby appoint James A. Barrett, Jr. or Ronald J.
Radcliffe, and each of them, as attorney-in-fact for the
undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with
the Securities and Exchange Commission under the Securities Act
any and all amendments (including post-effective amendments) and
exhibits to this registration statement and any and all
applications and other documents to be filed with the Securities
and Exchange Commission pertaining to the registration of the
securities covered hereby, with full power and authority to do
and perform any and all acts and things whatsoever requisite and
necessary or desirable, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the persons in the
capacities and on the date indicated.
SIGNATURE TITLE Date
/s/ Anthony A. Marnell II Chairman of the Board September 13, 1996
Anthony A. Marnell II of Directors and Chief
Executive Officer
(Principal Executive
Officer)
/s/ James A. Barrett, Jr. President, Chief September 13, 1996
James A. Barrett, Jr. Operating Officer and
Director
5
<PAGE>
/s/ Ronald J. Radcliffe Vice President, September 13, 1996
Ronald J. Radcliffe Treasurer and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/ John A. Stuart Director September 13, 1996
John A. Stuart
/s/ Thomas Y. Hartley Director September 13, 1996
Thomas Y. Hartley
/s/ Peter M. Thomas Director September 13, 1996
Peter M. Thomas
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER
<S> <C> <C>
4.01 Specimen stock certificate for the 8
common stock of Rio Hotel & Casino, Inc.
5.01 Opinion of Kummer Kaempfer Bonner 11
& Renshaw re: legality of the securities
being registered.
10.01 Rio Hotel & Casino, Inc. 1995 Long-Term 13
Incentive Plan (as adopted January 26,
1995).
23.01 Consent of Arthur Andersen LLP. 22
23.02 Consent of Kummer Kaempfer Bonner
& Renshaw included in Exhibit 5.01.
24.01 Power of Attorney, contained on page 5.
</TABLE>
7
<PAGE>
EXHIBIT 4.01
8
<PAGE>
COMMON STOCK COMMON STOCK
$.01 PAR VALUE $.01 PAR VALUE
RIO
HOTEL & CASINO, INC.
LAS VEGAS
Incorporated under the laws See Reverse for
of the State of Nevada Certain Definitions
RIO HOTEL & CASINO, INC.
CERTIFIES THAT
IS THE RECORD HOLDER OF
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF
Rio Hotel & Casino, Inc. transferable only on the books of the
Corporation by the holder hereof in person or by attorney upon
surrender of this certificate properly endorsed. This
Certificate is not valid until countersigned by the transfer
agent and registrar.
In Witness Whereof the Corporation has caused this
Certificate to be signed by the facsimile signatures of its duly
authorized officers and to be sealed with the facsimile seal of
the corporation.
Dated:
/s/ Susan L. Johnson /s/ James A. Barrett, Jr.
Secretary President
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER & TRUST COMPANY
(NEW YORK, NEW YORK)
TRANSFER AGENT AND REGISTRAR
AUTHORIZED SIGNATURE
9
<PAGE>
RIO HOTEL & CASINO, INC.
The following abbreviations, when used in the Inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common
UNIF GIFT MN ACT - _______________Custodian_______________
(Cust) (Minor)
under Uniform Gifts to Minors
Act____________________________________
(State)
UNIF TRF MIN ACT - _______________Custodian (until age ___)
(Cust)
_______________(Minor) under Uniform
Transfers to Minors Act________________
(State)
Additional abbreviations may also be used though not
in the above list.
FOR VALUE RECEIVED, __________ hereby sell, assign and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
[ ]
_________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ Shares
of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint_____________________
_______________________________________________________, Attorney
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated____________________
X_________________________________
X_________________________________
NOTICE: The signature(s) to this
assignment must correspond with
the name(s) as written upon the
page of the certificate in every
particular, without alteration or
enlargement for any change
whatever.
Signatures(s) Guaranteed
By____________________________________
The signature(s) should be guaranteed
by an eligible guarantor institution
(banks, stockbrokers, savings and loan
associations and credit unions with
membership in an approved signature
guarantee medallion program), pursuant
to S.E.C. Rule 17Ad-15.
10
<PAGE>
EXHIBIT 5.01
11
<PAGE>
[ORIGINAL PRINTED ON LETTERHEAD OF
KUMMER KAEMPFER BONNER & RENSHAW]
September 13, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: Rio Hotel & Casino, Inc.
1995 Long-Term Incentive Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Rio Hotel & Casino, Inc., a Nevada
corporation (the "Company"), we are rendering this opinion in
connection with the registration by the Company of 2,000,000
shares (the "Shares") of common stock, $.01 par value, of the
Company and the proposed sale thereof. The Shares are to be
issued and sold in connection with the Rio Hotel & Casino, Inc.
1995 Long-Term Incentive Plan.
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination and subject to the
limitations hereinabove provided, we are of the opinion that the
Company has the full power and authority under the laws of the
State of Nevada, and under the Company's Articles of
Incorporation and Bylaws, as amended, to issue the Shares and
that such Shares are validly authorized shares of common stock of
the Company, and when issued, upon receipt of payment therefor,
will be legally issued, fully paid and nonassessable and not
subject to any preemptive or similar rights.
We hereby consent to the filing of the foregoing
opinion as an exhibit to the above-referenced registration
statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and to the use of our
name in such registration statement.
Very truly yours,
/s/ KUMMER KAEMPFER BONNER & RENSHAW
KUMMER KAEMPFER BONNER & RENSHAW
12
<PAGE>
EXHIBIT 10.01
13
<PAGE>
RIO HOTEL & CASINO, INC.
1995 LONG-TERM INCENTIVE PLAN
ADOPTED BY THE BOARD OF DIRECTORS JANUARY 26, 1995
1. PURPOSE
The 1995 Long-Term Incentive Plan (the "Plan") is intended
to promote the interests of Rio Hotel & Casino, Inc. and its
subsidiaries (collectively the "Corporation") by offering those
executive officers, key employees and outside consultants of the
Corporation who are primarily responsible for the management,
growth and success of the business of the Corporation, the
opportunity to participate in a long-term incentive plan designed
to reward them for their services and to encourage them to
continue in the employ of or to provide services to the
Corporation.
2. DEFINITIONS
For all purposes of this Plan, the following terms shall
have the following meanings:
"Common Stock" means Rio Hotel & Casino, Inc. common stock,
$.01 par value.
"ISO" means incentive stock options qualified under
Section 422 of the Internal Revenue Code of 1986, as amended.
"Non-statutory Options" means stock options not qualified
under Section 422 of the Internal Revenue Code of 1986, as
amended.
"Restricted Shares" means shares of Common Stock which have
not been registered under federal securities law.
"Rio" means Rio Hotel & Casino, Inc.
"Subsidiary" means any company of which Rio owns, directly
or indirectly, the majority of the combined voting power of all
classes of stock.
3. ADMINISTRATION
The Plan shall be administered by a Committee (the
"Committee") of not less than two non-employee directors of Rio
selected by, and serving at the pleasure of, Rio's Board of
Directors ("Rio Board"). Directors who are also employees of Rio
or any Subsidiary, or who have been such employees within one
year, may not serve on the Committee. Such non-employee
directors shall be "disinterested" directors as provided under
Rule 16b-3(c)(2)(i) of the Securities Exchange Act of 1934
("Exchange Act").
Plan participants may each be granted options to purchase up
to a maximum of 500,000 shares in any one (1) year. Initially,
the Corporation or Subsidiary will recommend to the Committee
persons to whom awards may be granted. The Committee then shall
have the authority, subject to the terms of the Plan, to
determine,
14
<PAGE>
based upon recommendations, the persons to whom awards shall be
granted ("Participants") the number of shares covered by each
award, the time or times at which awards shall be granted, the
timing of when awards shall vest, and the terms and provisions of
the instruments by which awards shall be evidenced, and to
interpret the Plan and make all determinations necessary or to a
person advisable for its administration. The Committee shall
notify the Rio Board of all decisions concerning awards granted
to Participants under the Plan, the interpretation thereof, and
determinations concerning its administration.
4. ELIGIBILITY
Only persons who are employees, outside consultants,
officers or employee-directors of the Corporation shall be
granted awards. An ISO may not be issued to a person who, at the
time of grant is a non-employee of the Corporation or to a person
who owns stock of the Corporation possessing more than 10% of the
total combined voting power of all classes of stock of the
Corporation or a subsidiary.
5. STOCK SUBJECT TO THE PLAN
The stock from which awards may be granted shall be shares
of Common Stock. When Restricted Shares are vested or when
options are exercised, Rio may either issue authorized but
unissued Common Stock or Rio may transfer issued Common Stock
held in its treasury. Each of the respective boards of Rio and
Subsidiaries will fund the Plan to the extent so required to
provide Common Stock for the benefit of Participants. The total
number of shares of Common Stock which may be granted as
Restricted Shares or stock options shall not exceed, in the
aggregate, 2,000,000 shares in total. Any Restricted Shares
awarded and later forfeited are again subject to award under the
Plan. If an option expires, or is otherwise terminated prior to
its exercise, the shares of Common Stock covered by such an
option immediately prior to such expiration or other termination
shall continue to be available for grant under the Plan.
6. GRANTING OF OPTIONS
The date of grant of options to Participants under the Plan
will be the date on which the options are awarded by the
Committee. The grant of any option to any Participant shall
neither entitle nor disqualify such Participant from
participating in any subsequent grant of options.
7. TERMS AND CONDITIONS OF OPTIONS
Options shall be designated Non-statutory options or ISOs
and shall be evidenced by written instruments approved by the
Committee. Such instruments shall conform to the following terms
and conditions:
7.1 OPTION PRICE
The option price per share for an option shall be the
fair market value of the Common Stock under option on the day the
option is granted, which shall be an amount equal to the last
reported sale price of the Common Stock on such date on the
Nasdaq National Market, or such other stock exchange on which the
Common Stock may be listed from time to time. The option price
shall be paid (i) in cash or (ii) in Common Stock, including
Common Stock underlying the option being exercised, having a fair
market value equal to such option price or (iii) in a combination
of cash and Common Stock, including Common Stock underlying the
option being exercised. The fair market value of Common Stock
delivered to the Corporation pursuant to the immediately
preceding sentence shall be determined on the basis of the last
reported sale price of the Common
15
<PAGE>
Stock on the Nasdaq National Market on the day of exercise or, if
there was no such sale price on the day of exercise, on the day
next preceding the day of exercise on which there was such a
sale.
7.2 TERM AND EXERCISE OF OPTIONS
No option shall be exercisable sooner than six months
and one day from the date of grant.
Except in special circumstances, each option shall
expire on the tenth anniversary of the date of its grant and
shall be exercisable according to a vesting schedule to be
determined by the Committee. However the Committee may include
in any option instrument, initially or by amendment at any time,
a provision making any installment or installments exercisable at
such earlier date, if the Committee deems such provision to be in
the interests of the Corporation or necessary to realize the
reasonable expectation of the optionee.
After becoming exercisable, each installment shall
remain exercisable until expiration or termination of the option.
After becoming exercisable an option may be exercised by the
optionee from time to time, in whole or part, up to the total
number of shares with respect to which it is then exercisable.
The Committee may provide that payment of the option exercise
price may be made following delivery of the certificate for the
exercised shares.
Upon the exercise of a stock option, the purchase
price will be payable in full in cash or Common Stock, or a
combination thereof, as provided in Paragraph 7.1. Any shares
of Common Stock so assigned and delivered to Rio or the
Subsidiary, as applicable, in payment or partial payment of the
purchase price will be valued at Fair Market Value on the
exercise date. Upon the exercise of an option, Rio or a
Subsidiary, as applicable, shall withhold from the shares of
Common Stock to be issued to the Participant the number of shares
necessary to satisfy Rio's or the Subsidiary's, as applicable,
obligation to withhold federal taxes, such determination to be
based on the shares' Fair Market Value on the date of exercise.
7.3 TERMINATION OF EMPLOYMENT OR ASSOCIATION
If an optionee ceases, other than by reason of death
or retirement as determined under any of the Corporation's
pension plans, if any, to be employed or associated with the
Corporation, all options granted to such optionee and exercisable
on the date of termination of employment or association shall
expire on the earlier of (i) the tenth anniversary after the date
of grant or (ii) three months after the day such optionee's
employment or association ends.
If an optionee retires, all options granted to such
optionee, and exercisable on the date of such optionee's
retirement shall expire on the earlier of (i) the tenth
anniversary after the date of grant or (ii) the second
anniversary of the day of such optionee's retirement.
Any installment not exercisable on the date of such
termination or retirement shall expire and be thenceforth
unexercisable. Whether authorized leave of absence or absence in
military or governmental service may constitute employment for
the purposes of the Plan shall be conclusively determined by the
Committee.
7.4 EXERCISE UPON DEATH OF OPTIONEE
If an optionee dies, the option may be exercised, to
the extent of the number of shares that the optionee could have
exercised on the date of such death, by the optionee's estate,
personal representative or beneficiary who acquires the option by
will or by the laws of descent and distribution. Such exercise
may be
16
<PAGE>
made at any time prior to the earlier of (i) the tenth
anniversary after the date of grant or (ii) the first anniversary
of such optionee's death. On the earlier of such dates, the
option shall terminate.
7.5 ASSIGNABILITY
No option shall be assignable or transferable by the
optionee except by will or by the laws of descent and
distribution and during the lifetime of the optionee the option
shall be exercisable only by such optionee.
7.6 LIMITATION ON INCENTIVE STOCK OPTIONS
During a calendar year, the aggregate fair market
value of the option stock (determined at the time of the ISO
grant) for which ISOs are exercisable by a person for the first
time under the Plan, cannot exceed $100,000.
8. RESTRICTED SHARE AWARDS
8.1 GRANT OF RESTRICTED SHARE AWARDS
The Committee will determine for each Participant the
time or times when Restricted Shares shall be awarded and the
number of shares of Common Stock to be covered by each Restricted
Share award.
8.2 RESTRICTIONS
Shares of Common Stock issued to a Participant as a
Restricted Share award will be subject to the following
restrictions ("Share Restrictions"):
(a) Except as set forth in Paragraphs 8.4 and
8.5, all of the Restricted Shares subject to a Restricted Award
will be forfeited and returned to Rio or, in the event such
Restricted Shares were provided to the Participant from shares of
Common Stock purchased by the Subsidiary, then the Restricted
Shares will be returned to the Subsidiary. In either case, all
rights of the Participant to such Restricted Shares will
terminate without any payment of consideration by Rio or the
Subsidiary with which the Participant is employed or associated,
unless the Participant maintains his or her employment or
association (including consulting arrangements) with Rio or a
Subsidiary for a period of time determined by the Committee.
(b) During the longer of the restriction period
("Restriction Period") relating to a Restricted Share award or a
period of six months and one day from the date of the award, none
of the Restricted Shares subject to such award may be sold,
assigned, bequeathed, transferred, pledged, hypothecated or
otherwise disposed of in any way by the Participant.
(c) The Committee may require the Participant to
enter into an escrow agreement providing that the certificates
representing Restricted Shares sold or granted pursuant to the
Plan will remain in the physical custody of Rio or the employing
Subsidiary or an escrow holder during the Restriction Period.
(d) Each certificate representing a Restricted Share
sold or granted pursuant to the Plan will bear a legend making
appropriate reference to the restrictions imposed on the
Restricted Share.
(e) The Committee may impose other restrictions on
any Restricted Shares sold pursuant to the Plan as it may deem
advisable, including without limitation, restrictions under the
Securities Act of 1933, as
17
<PAGE>
amended, under the requirements of any stock exchange upon which
such share or shares of the same class are then listed and under
any state securities laws or other securities laws applicable to
such shares.
8.3 RIGHTS AS A STOCKHOLDER
Except as set forth in Paragraph 8.2(b), the recipient
of a Restricted Share award will have all of the rights of a
stockholder of Rio with respect to the Restricted Shares,
including the right to vote the Restricted Shares and to receive
all dividends or other distributions made with respect to the
Restricted Shares.
8.4 LAPSE OF RESTRICTIONS AT TERMINATION OF EMPLOYMENT
In the event of the termination of employment, or
association of a Participant during the Restriction Period by
reason of death, total and permanent disability, retirement as
determined under any of the Corporation's pension plans, if any,
or discharge from employment other than a discharge for cause,
the Committee may, at its discretion, remove Share Restrictions
on Restricted Shares subject to a Restricted Share award.
Restricted Shares to which the Share Restrictions have
not so lapsed will be forfeited and returned to the
Corporation as provided in Paragraph 8.2(a).
8.5 LAPSE OF RESTRICTIONS AT DISCRETION OF THE
COMMITTEE
The Committee may shorten the Restriction Period or
remove any or all Share Restrictions if, in the exercise of its
absolute discretion, it determines that such action is in the
best interests of the Corporation and equitable to the
Participant.
8.6 LISTING AND REGISTRATION OF SHARES
The Corporation may, in its reasonable discretion,
postpone the issuance and/or delivery of Restricted Shares until
completion of stock exchange listing, or registration, or other
qualification of such Restricted Shares under any law, rule or
regulation.
8.7 DESIGNATION OF BENEFICIARY
A Participant may, with the consent of the
Committee, designate a person or persons to receive, in the event
of death, any Restricted Shares to which such Participant would
then be entitled. Such designation will be made upon forms
supplied by and delivered to the Committee and may be revoked in
writing by the Participant. If a Participant fails effectively
to designate a beneficiary, then such Participant's estate will
be deemed to be the beneficiary.
8.8 WITHHOLDING OF TAXES FOR RESTRICTED SHARES
When the Participant, as holder of the Restricted
Shares, recognizes income, either on the Date of
Grant or the date the restrictions lapse, Rio or a
Subsidiary, as applicable, shall withhold from the
shares of Common Stock, the number of shares
necessary to satisfy Rio's or the Subsidiary's, as
applicable, obligation to withhold federal taxes,
such determination to be based on the shares' Fair
Market Value as of the date income is recognized.
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9. CAPITAL ADJUSTMENTS
The number and price of Common Stock covered by each award
of options and/or Restricted Shares and the total number of
shares that may be granted or sold under the Plan shall be
proportionally adjusted to reflect, subject to any required
action by stockholders, any stock dividend or split,
recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other
similar corporate change.
10. CHANGE OF CONTROL
Notwithstanding the provisions of Section 9, in the event of
a change of control, all share restrictions on all Restricted
Shares will lapse and vesting on all unexercised stock options
will accelerate to the change of control date. For purposes of
this plan, a "Change of Control" of Rio shall be deemed to have
occurred at such time as (a) any "person" (as that term is used
in Section 13(d) and 14(d) of the Exchange Act), other than
Anthony A. Marnell II, James A. Barrett, or their affiliates,
becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of Rio
representing 25.0% or more of the combined voting power of Rio's
outstanding securities ordinarily having the right to vote at the
election of directors; or (b) individuals who constitute the
Board of Directors of Rio on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent
to the date hereof whose election was approved by at least a
majority of the directors comprising the Incumbent Board, or
whose nomination or election was approved by a majority of the
Board of Directors of Rio serving under an Incumbent Board, shall
be, for purposes of this clause (b), considered as if he or she
were a member of the Incumbent Board; or (c) merger,
consolidation or sale of all or substantially all the assets of
Rio occurs, unless such merger or consolidation shall have been
affirmatively recommended to Rio's stockholders by a majority of
the Incumbent Board; or (d) a proxy statement is distributed
soliciting proxies from stockholders of Rio, by someone other
than the current management of Rio seeking stockholder approval
of a plan of reorganization, merger or consolidation of Rio with
one or more corporations as a result of which the outstanding
shares of Rio's securities are actually exchanged for or
converted into cash or property or securities not issued by Rio
unless the reorganization, merger or consolidation shall have
been affirmatively recommended to Rio's stockholders by a
majority of the Incumbent Board.
11. APPROVALS
The issuance of shares pursuant to this Plan is expressly
conditioned upon obtaining all necessary approvals from all
regulatory agencies from which approval is required, including
gaming regulatory agencies, and upon obtaining stockholder
ratification of the Plan.
12. EFFECTIVE DATE OF PLAN
The effective date of the Plan is January 26, 1995.
13. TERM AND AMENDMENT OF PLAN
This Plan shall expire on January 30, 2005 (except to
options and Restricted Shares outstanding on that date). Rio's
Board may terminate or amend the Plan in any respect at any time,
except that, without the approval of the holders of a majority of
the outstanding Common Stock: the total number of shares that
may be sold, issued or transferred under the Plan may not be
increased (except by adjustment pursuant to Section 9); the
provisions of Section 4 regarding eligibility may not be
modified; the purchase price at which shares may be offered
pursuant to options may not be reduced (except by adjustment
pursuant to Section 9); and the expiration
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date of the Plan may not be extended and no change may be made
which would cause the Plan not to comply with Rule 16b-3 of the
Exchange Act. No action of the Rio Board or Rio's stockholders,
however, may, without the consent of an optionee or Restricted
Shares grantee, alter or impair such Participant's rights under
any option or Restricted Shares previously granted.
14. NO RIGHT OF EMPLOYMENT
Neither the action of Rio in establishing this Plan, nor any
action taken by any Board of Rio or any Subsidiary or the
Committee, nor any provision of the Plan itself, shall be
construed to limit in any way the right of Rio to terminate a
Participant's employment or association at any time; nor shall it
be evidence of any agreement or understanding, expressed or
implied, that the Corporation will employ an employee in any
particular position nor ensure participation in any future
compensation or stock purchase program.
15. WITHHOLDING TAXES
Rio or the Subsidiary, as applicable, shall have the right
to deduct withholding taxes from any payments made pursuant to
the Plan or to make such other provisions as it deems necessary
or appropriate to satisfy its obligations to withhold federal,
state or local income or other taxes incurred by reason of
payments or the issuance of Common Stock under the Plan.
Whenever under the Plan, Common Stock is to be delivered upon
vesting of Restricted Shares or exercise of an option, the
Committee shall be entitled to require as a condition of delivery
that the Participant remit or provide for the withholding of an
amount sufficient to satisfy all federal, state and other
government withholding tax requirements related thereto.
16. PLAN NOT A TRUST
Nothing contained in the Plan and no action taken pursuant
to the Plan shall create or be construed to create a trust of any
kind, or a fiduciary relationship, between the Corporation and
any Participant, the executor, administrator or other personal
representative, or designated beneficiary of such Participant, or
any other persons. If and to the extent that any Participant or
such Participant's executor, administrator or other personal
representative, as the case may be, acquires a right to receive
any payment from the Corporation pursuant to the Plan, such right
shall be no greater than the right of an unsecured general
creditor of the Corporation.
17. NOTICES
Each Participant shall be responsible for furnishing the
Committee with the current and proper address for the mailing of
notices and delivery of agreements, Common Stock and cash
pursuant to the Plan. Any notices required or permitted to be
given shall be deemed given if directed to the person to whom
addressed at such address and mailed by regular United States
mail, first-class and prepaid. If any item mailed to such
address is returned as undeliverable to the addressee, mailing
will be suspended until the Participant furnishes the proper
address. This provision shall not be construed as requiring the
mailing of any notice or notification if such notice is not
required under the terms of the Plan or any applicable law.
18. SEVERABILITY OF PROVISIONS
If any provision of this Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provisions hereof, and this Plan shall be
construed and enforced as if such provisions had not been
included.
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19. PAYMENT TO MINORS, ETC.
Any benefit payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting
therefor shall be deemed paid when paid to such person's guardian
or to the party providing or reasonably appearing to provide for
the care of such person, and such payment shall fully discharge
the Committee, the Corporation and other parties with respect
thereto.
20. HEADINGS AND CAPTIONS
The headings and captions herein are provided for reference
and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.
21. CONTROLLING LAW
This Plan shall be construed and enforced according to the
laws of the State of Nevada to the extent not preempted by
federal law, which shall otherwise control.
22. ENFORCEMENT OF RIGHTS
In the event the Corporation or a Participant is required to
bring any action to enforce the terms of this Plan, the
prevailing party shall be reimbursed by the non-prevailing party
for all costs and fees, including actual attorney fees, for
bringing and pursuing such action.
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EXHIBIT 23.01
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[ORIGINAL PRINTED ON ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
report dated January 26, 1996 included in Rio Hotel & Casino,
Inc.'s Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
September 11, 1996
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