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OMB Number: 3235-0145
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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. 1 )*
------------
RIO HOTEL & CASINO, INC.
- ----------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
767147101
---------------------------------------------
(CUSIP Number)
CHILTON INVESTMENT CO., INC., 320 PARK AVENUE,
22ND FLOOR NEW YORK, NY 10022
ATTN: RICHARD L. CHILTON, JR. (212) 751-3596
- ----------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 28, 1997
---------------------------------------------
(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. 767147101 Page 2 of 7 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*
00
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 24,643
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 24,643
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,643
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.
SCHEDULE 13D
CUSIP No. 767147101 Page 3 of 7 Pages
--------- --- ---
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;00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,377,957
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,377,957
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,377,957
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5%
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
-------------------
The Schedule 13D initially filed on June 5, 1997 relating to
the common stock, par value $0.01 per share (the "Common Stock"), of
Rio Hotel & Casino, Inc., a Nevada corporation (the "Issuer") is
hereby amended by this Amendment No. 1 to the Schedule 13D to report
an increase in the Reporting Persons' beneficial ownership of Common
Stock outstanding, and additionally as follows:
ITEM 2. Identity and Background
-----------------------
ITEM 2. (a), (b), (c)
Item 2 is hereby supplemented by the following:
Mr. Chilton, as the sole shareholder and president of
Olympic Partners, a Delaware corporation ("Olympic Partners"),
exercises voting control and dispositive power over the securities
reported herein as being held by Olympic Partners.
Chilton also serves as the general partner and investment
advisor of Chilton QP Investment Partners L.P. ("Chilton QP"). Olympic
also serves as investment manager of Chilton Opportunity International
(BVI) Ltd., a British Virgin Islands corporation who invests and
trades primarily in securities and financial instruments ("Opportunity
BVI").
ITEM 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Item 3 is hereby supplemented by the following:
As of the date hereof, Chilton Investment has acquired
24,643 shares of Common Stock for an aggregate purchase price of
$374,827.22, Chilton Partners acquired 597,587 shares of Common Stock
for an aggregate purchase price of $9,029,218.87, Chilton
International acquired 678,017 shares for an aggregate purchase price
of $10,259,673.92, Chilton Trust acquired 36,500 shares of Common
Stock for an aggregate purchase price of $542,872.50, Opportunity BVI
acquired 35,058 shares of Common Stock for an aggregate purchase price
of $587,918.37, Chilton QP acquired 2,342 shares of Common Stock for
an aggregate purchase price of $42,739.63 and Olympic Partners
acquired 28,453 shares of Common Stock for an aggregate purchase price
of $430,492.64. 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 Partners 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, Opportunity BVI, Chilton International,
Chilton Partners and Chilton QP were obtained from the contributions
of their respective partners or shareholders.
ITEM 5. Interest in Securities of the Issuer
------------------------------------
Item 5 is hereby supplemented by the following:
Chilton Investment beneficially owns 24,643 shares of Common
Stock, representing 0.1% of the shares of Common Stock. Mr. Chilton
beneficially owns 1,377,957 shares of Common Stock, representing 6.5%
of the shares of Common Stock. (The foregoing calculations are based
on 21,320,141 shares of Common Stock issued and outstanding as of
August 4, 1997 according to publicly available filings of the Issuer).
If the Reporting Persons were deemed to constitute a group,
the 1,402,600 shares of Common Stock beneficially owned by the
Reporting Persons would represent 6.6% of the issued and outstanding
shares of Common Stock as of August 28, 1997. (The foregoing
calculations are based on the number of shares of Common Stock issued
and outstanding as of August 4, 1997 according to publicly available
filings of the Issuer).
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 I. All of these transactions were
effected on the open market.
ITEM 6. Material to be Filed as Exhibits
--------------------------------
Item 6 is hereby supplemented by the following:
Exhibit A: Joint Filing Agreement, dated August 28,
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: August 28, 1997
CHILTON INVESTMENT CO., INC.
By: /s/ Richard L. Chilton, Jr.
-------------------------------
Name: Richard L. Chilton, Jr.
Title: President
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
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Schedule I
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Transactions in Shares of Common Stock ($0.01 par value)
of Rio Hotel & Casino, Inc. (CUSIP # 767147101)
Since June 28, 1997
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# of Shares
Trade Date Price Purchased (Sold) in
the past 60 days
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OLYMPIC PARTNERS 7/08/97 15.693 58
(MANAGED ACCOUNTS) 7/18/97 14.960 1,150
7/23/97 15.254 920
7/24/97 15.622 460
7/25/97 15.885 579
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CHILTON INVESTMENT
PARTNERS, L.P. 7/08/97 15.693 1180
7/18/97 14.960 23,050
7/23/97 15.254 18,920
7/24/97 15.622 9,460
7/25/97 15.885 11,825
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CHILTON INTERNATIONAL 7/08/97 15.693 1,237
(BVI), LTD. 7/18/97 14.960 24,700
7/23/97 15.254 19,760
7/24/97 15.622 9,880
7/25/97 15.885 12,350
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CHILTON OPPORTUNITY 7/21/97 14.685 6,500
TRUST, L.P. 7/23/97 15.254 10,000
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CHILTON INVESTMENT 7/08/97 15.693 25
CO., INC. 7/18/97 14.960 500
(MANAGED ACCOUNTS) 7/23/97 15.254 400
7/24/97 15.622 200
7/25/97 15.883 250
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CHILTON OPPORTUNITY 7/2/97 15.271 900
INTERNATIONAL 7/7/97 15.609 17,500
(BVI) LTD. 8/21/97 18.249 15,658
- ----------------------------------------------------------------------
CHILTON QP INVESTMENT 8/21/97 18.249 2,342
PARTNERS L.P.
INDEX OF EXHIBITS
Exhibit A: Joint Filing Agreement, dated August 28, 1997, by and
among Chilton Investment Co., Inc. and Richard L. Chilton,
Jr.
Exhibit A
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JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and among all the
undersigned that the amendment to the Schedule 13D filed on or about
this date and any further 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: August 28, 1997
CHILTON INVESTMENT CO., INC.
By: /s/ Richard L. Chilton, Jr.
-------------------------------
Name: Richard L. Chilton, Jr.
Title: President
RICHARD L. CHILTON, JR.
By: /s/ Richard L. Chilton, Jr.
-------------------------------
