UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
JANUARY 16, 1998
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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. 767147101 Page 2 of 5 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) [ ]
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
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,802,889
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,802,889
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,802,889
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
14 TYPE OF REPORTING PERSON*
IN
ITEM 1. Security and Issuer
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The Schedule 13D initially filed on June 12, 1997 relating to the
common stock, par value $0.01 per share (the "Common Stock"), issued by Rio
Hotel & Casino, Inc., a Nevada corporation (the "Issuer"), as amended by
Amendment No. 1, dated August 28,1997, is hereby amended by this Amendment
No. 2 to the Schedule 13D to report an increase in the Reporting Person's
beneficial ownership of Common Stock outstanding, and additionally as
follows:
ITEM 2. Identify and Background
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Item 2(a), (b), (c)
Item 2 is hereby supplemented by the following:
Mr. Chilton, as sole shareholder and president of Chilton,
exercises voting control and dispositive power over the securities reported
herein as being held by Chilton.
ITEM 3. Source and Amount of Funds or Other Consideration
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Item 3 is hereby supplemented by the following:
As of the date hereof, the Reporting Person is deemed to
beneficially own 1,802,889 shares of Common Stock. All the shares of Common
Stock purchased since the last filing on Schedule 13D were made through
open market transactions at an aggregate purchase price of $9,342,344. The
funds for the purchase of shares of Common Stock have come funds of (i) the
holders of the Managed Accounts, (ii) the contributions of partners of the
limited partnerships for which the Reporting Person serves as general
partner, and (iii) the contributions of shareholders of funds for which the
Reporting Person serves as investment advisor.
ITEM 5. Interest in Securities of the Issuer
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Item 5(a) is hereby supplemented by the addition of the following:
(a) As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 1,802,889 shares of Common Stock, constituting
8.4% of the outstanding shares of Common Stock (based upon 21,453,360
shares issued and outstanding as of October 31, 1997 according to publicly
available filings of the Issuer).
Item 5(c) is hereby supplemented by the addition of the following:
(c) Since the most recent filing on Schedule 13D, dated
August 28, 1997, through February 23, 1998, the purchases and sales of
Common Stock by the Reporting Person have resulted in a net increase of
400,289 shares of Common Stock. The number of shares and the price per
share for all transactions effected by the Reporting Person since the date
of the last filing are as follows:
No of Shares
Trade Date Acquired/(Sold) Price Per Share
---------- --------------- ---------------
09/05/97 2,500 19.17
10/02/97 1,000 20.56
10/06/97 15,000 21.82
10/08/97 6,000 21.68
10/13/97 12,800 22.72
10/14/97 75,000 23.87
11/26/97 50,000 21.02
12/02/97 (16,270) 20.97
12/02/97 16,270 21.03
12/05/97 10,000 21.15
12/08/97 324 $21.44
01/16/98 100,000 $23.06
01/16/98 200,000 $23.94
02/05/98 (30,100) $27.22
02/06/98 (30,000) $26.96
02/10/98 (12,235) $26.95
All such transactions were open market transactions effected on the New
York Stock Exchange. No other transactions were effected by the Reporting
Person during such period.
SIGNATURE
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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: February 23, 1998
RICHARD L. CHILTON, JR.
By:
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