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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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RIO HOTEL & CASINO, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
767147101
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(CUSIP Number)
CHILTON INVESTMENT CO., INC., 320 PARK AVENUE, 22ND FLOOR NEW YORK, NY
10022
ATTN: RICHARD L. CHILTON, JR. (212) 751-3596
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JUNE 5, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. Page of Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
CHILTON INVESTMENT CO., INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 23,268
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 23,268
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,268
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS
1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RICHARD L. CHILTON, JR. ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF; OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,187,932
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,187,932
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,187,932
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS
1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
ITEM 1.SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement")
relates to the common stock, par value $0.01 per share (the
"Common Stock"), of Rio Hotel & Casino, Inc., a Nevada
corporation (the "Issuer"). The principal executive offices of
the Issuer are located at 3700 West Flamingo Road, Las Vegas,
Nevada 89103. The Reporting Persons (as defined in Item 2
below) are filing this 13D to report beneficial ownership of more
than 5% of Common Stock outstanding commencing June 5, 1997.
ITEM 2.IDENTITY AND BACKGROUND
This Statement is being filed on behalf of Chilton
Investment Co., Inc., a New York S corporation ("Chilton
Investment") and Richard L. Chilton, Jr. Chilton Investment and
Mr. Chilton are sometimes referred to herein individually as a
"Reporting Person" and collectively as the "Reporting Persons."
Information with respect to each Reporting Person is
given solely by such Reporting Person and no Reporting Person has
responsibility for the accuracy or completeness of information
supplied by any other Reporting Person. The Reporting Persons
have entered into a Joint Filing Agreement, dated June 12, 1997,
attached hereto as Exhibit A.
ITEM 2. (a), (b), (c)
Chilton Investment is a New York S corporation whose
principal business is to act as investment adviser with respect
to certain managed accounts. Mr. Chilton is the sole shareholder
and president of Chilton Investment.
Richard L. Chilton, Jr., as the sole general partner of
each of Chilton Investments, L.P., a Delaware limited partnership
("Chilton") and Olympic Equity Partners, L.P., a Delaware limited
partnership ("Olympic"), exercises voting control and dispositive
power over the securities reported herein. Chilton is a Delaware
limited partnership whose business is to serve as the general
partner and investment advisor of Chilton Investment Partners,
L.P., a Delaware limited partnership ("Chilton Partners").
Chilton Partners invests and trades primarily in securities and
financial instruments. Olympic is a Delaware limited partnership
whose business is to serve as the general partner and investment
advisor of Chilton Opportunity Trust, L.P., a Delaware limited
partnership ("Chilton Trust"). Olympic also (i) serves as
investment manager of Chilton International (BVI) Ltd., a British
Virgin Islands corporation who invests and trades primarily in
securities and financial instruments ("Chilton International")
and (ii) advises several managed accounts.
The address of the principal office of each of the
Reporting Persons is 320 Park Avenue, 22nd Floor, New York, New
York 10022. The principal occupations of Mr. Chilton are as sole
shareholder and president of Chilton Investment, as general
partner of Olympic and as general partner of Chilton. The name,
present principal occupation or employment and business address
of the executive officer and director of Chilton Investment are
listed in Schedule I hereto.
ITEM 2. (d), (e)
During the last five years, none of the Reporting
Persons nor, to the best knowledge of the applicable Reporting
Person, any person identified in Schedule I has (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 2. (f)
To the best knowledge of the applicable Reporting
Person, all natural persons identified herein and in Schedule I
are United States citizens.
ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, Chilton Investment has acquired
23,268 shares of Common Stock for an aggregate purchase price of
$353,758.22, Chilton Partners acquired 532,552 shares of Common
Stock for an aggregate purchase price of $8,032,694.63, Chilton
International acquired 610,090 shares for an aggregate purchase
price of $9,218,834.18. Chilton Trust acquired 20,000 shares of
Common Stock for an aggregate purchase price of $294,950.00, and
Olympic acquired 25,290 shares of Common Stock for an aggregate
purchase price of $382,026.09. All of such purchases and sales
were made through open market transactions. The funds for the
acquisition of the shares of Common Stock by Chilton Investment
came from funds of the holders of certain managed accounts (the
"Managed Accounts"). The funds for the acquisition of the shares
of Common Stock by Olympic came from funds of the holders of
certain managed accounts (the "Managed Accounts"). The funds for
the acquisition of the shares of Common Stock by Chilton Trust,
Chilton International and Chilton Partners were obtained from the
contributions of their respective partners or shareholders.
ITEM 4.PURPOSE OF TRANSACTION
Each of the Reporting Persons has acquired the Common
Stock beneficially owned by it for investment purposes and in the
ordinary course of business. None of the Reporting Persons nor,
to the best knowledge of the applicable Reporting Person, any
person identified in Schedule I has any plans or proposals which
relate to or would result in the types of transactions set forth
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
However, each of the Reporting Persons intends to review on a
continuing basis its investment in the Issuer, including the
Issuer's business, financial condition and operating results and
general market and industry conditions and, based upon such
review, may acquire additional shares of Common Stock or dispose
of shares of Common Stock, in the open market, in privately
negotiated transactions or otherwise.
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER
(a) Chilton Investment beneficially owns 23,268 shares
of Common Stock, representing 0.1% of the shares of Common Stock.
Mr. Chilton beneficially owns 1,187,932 shares of Common Stock,
representing 5.6% of the shares of Common Stock. (The foregoing
calculations are based on 21,319,741 shares of Common Stock
issued and outstanding as of May 5, 1997 according to publicly
available filings of the Issuer).
If the Reporting Persons were deemed to constitute
a group, the 1,211,200 shares of Common Stock beneficially owned
by the Reporting Persons would represent 5.7% of the issued and
outstanding shares of Common Stock as of May 5, 1997. (The
foregoing calculations are based on the number of shares of
Common Stock then issued and outstanding according to publicly
available filings of the Issuer).
Each of the Reporting Persons disclaims beneficial
ownership of the Common Stock owned by the other Reporting
Persons or by any other investor.
(b) The responses of each of the Reporting Persons to
Items 7 through 11 of the cover pages of this Schedule 13D
relating to beneficial ownership of the shares of Common Stock
are incorporated herein by reference.
(c) Except as set forth above, none of the Reporting
Persons nor, to the best knowledge of the applicable Reporting
Person, any person identified in Schedule I beneficially owns any
shares of Common Stock or has effected any transactions in shares
of Common Stock during the preceding 60 days.
(d) The holders of the Managed Accounts of Chilton
Investment have the right to receive the proceeds from the sale
of 23,268 shares of Common Stock beneficially owned by Chilton
Investment. Chilton Partners has the right to receive the
proceeds from the sale of 532,552 shares of Common Stock
beneficially owned by Mr. Chilton, and the holders of the Managed
Accounts of Olympic have the right to receive the proceeds from
the sale of 25,290 shares of Common Stock beneficially owned by
Mr. Chilton. Chilton International has the right to receive the
proceeds from the sale of 610,090 shares of Common Stock
beneficially owned by Mr. Chilton. Chilton Trust has the right
to receive the proceeds from the sale of 20,000 shares of Common
Stock beneficially owned by Mr. Chilton.
(e) Not applicable.
A description of the transactions of the Reporting
Persons in the shares of Common Stock that were effected during
the past 60 days is set forth on Schedule II. All of these
transactions were effected on the open market.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than the agreement set forth in Exhibit A hereto,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in
response to Item 2 above and between such persons and any person
with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's
fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
ITEM 7.MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Joint Filing Agreement, dated June 12,
1997, by and among Chilton Investment Co.,
Inc. and Richard L. Chilton, Jr.
After reasonable 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: June 12, 1997
CHILTON INVESTMENT CO., INC.
By: /s/ Richard L. Chilton, Jr.
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Name: Richard L. Chilton, Jr.
Title: President
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
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Schedule I
Executive Officer and Director
Chilton Investment Co., Inc.
Name Present Business Present Principal
Address Occupation
Richard L. Chilton Investment President and Sole
Chilton, Jr. Co., Inc. Shareholder of Chilton
President 320 Park Avenue, Investment Co., Inc.;
22nd Floor General Partner of
New York, NY 10022 Chilton Investments,
L.P.; General Partner of
Olympic Equity Partners,
L.P.
Schedule II
Transactions in Shares of Common Stock
($0.01 par value)
of Rio Hotel & Casino, Inc. (CUSIP #
767147101)
Since April 5, 1997
<TABLE>
<CAPTION>
# of Shares
Purchased
Trade (Sold) in the
Date Price past 60 days
- ----------------------------- --------- ---------- -------------
<S> <C> <C> <C>
CHILTON INVESTMENT CO., INC. 5/02/97 14.544 1,154
(MANAGED ACCOUNTS) 5/02/97 14.484 11,935
6/04/97 14.51 22,607
6/05/97 14.685 500
- ----------------------------- --------- ---------- -------------
CHILTON INVESTMENT PARTNERS, 5/02/97 14.484 37,574
L.P. 6/04/97 14.51 71,512
6/05/97 14.685 22,950
- ----------------------------- --------- ---------- -------------
CHILTON INTERNATIONAL 5/02/97 14.848 41,365
(BVI), LTD. 8/10/95 14.51 79,147
6/05/97 14.685 25,400
- ----------------------------- --------- ---------- -------------
CHILTON OPPORTUNITY 6/4/97 14.31 10,000
TRUST, L.P.
- ----------------------------- --------- ---------- -------------
OLYMPIC EQUITY PARTNERS, L.P. 4/23/97 13.935 (1,000)
(MANAGED ACCOUNTS) 5/2/97 14.484 1,483
6/4/97 14.510 3,583
6/5/97 14.685 1,150
</TABLE>
INDEX OF EXHIBITS
Exhibit A: Joint Filing Agreement, dated June 12, 1997, by
and among Chilton Investment Co., Inc. and
Richard L. Chilton, Jr.
Exhibit A
JOINT FILING AGREEMENT
This will confirm the agreement by and among all
the undersigned that the Schedule 13D filed on or about
this date and any amendments thereto with respect to the
beneficial ownership by the undersigned of shares of the
Common Stock of Rio Hotel & Casino, Inc. is being filed on
behalf of each of the undersigned.
Dated: June 12, 1997
CHILTON INVESTMENT CO., INC.
By: /s/ Richard L. Chilton, Jr.
-----------------------------
Name: Richard L. Chilton, Jr.
Title: President
RICHARD L. CHILTON, JR.
By:
