<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 23, 1998
---------------------------
RIO HOTEL & CASINO, INC.
- ----------------------------------------------------------------------------
(Exact name of Registrant as specified in charter)
Nevada
- ----------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-11569 95-3671082
- --------------------------------- --------------------------------------
(Commission File Number) (IRS Employee Identification No.)
3700 West Flamingo Road, Las Vegas, Nevada 89103
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 252-7733
-------------------------
Not applicable
- ----------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On December 23, 1998, Rio Hotel & Casino, Inc., a Nevada
corporation ("Rio"), amended its Employee Retirement Savings Plan
(the "Rio 401(k) Plan"). The Rio 401(k) Plan was amended to
provide that, effective as of the effective date of the
anticipated merger of Rio with and into Harrah's Entertainment,
Inc. (the "Merger"), (i) employees hired before the effective
date of the Merger will continue to participate in the current
Rio 401(k) Plan with the exception that any employees who are or
become eligible to receive matching contributions from Rio will
receive a matching contribution equal to 100% (increased from
25%) of their deferred compensation amount, up to a maximum of 6%
of their total compensation for the pay period, and (ii)
employees hired on or after the effective date of the Merger will
become eligible to defer compensation after 90 days of employment
and to receive matching contributions equal to 100% of their
deferred compensation amount, up to a maximum of 6% of their
total compensation for the pay period, on the first January 1 or
July 1 immediately after or coincident with one year of
employment and attaining the age of 21. The amendments to the
Rio 401(k) Plan were unanimously approved by the Board of
Directors of Rio.
The foregoing summary of the amendments to the Rio 401(k)
Plan is not complete and is qualified in its entirety by
reference to the text of that certain Fifteenth Amendment to the
Rio 401(k) Plan, a copy of which is filed as Exhibit 4.01 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
4.01 Fifteenth Amendment to Rio Hotel & Casino
Employee Retirement Savings Plan dated
December 23, 1998.
2
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
RIO HOTEL & CASINO, INC.
(Registrant)
Date: December 29, 1998 By: /s/ Ronald J. Radcliffe
-----------------------------
RONALD J. RADCLIFFE
VICE PRESIDENT, CHIEF
FINANCIAL OFFICER AND
TREASURER
3
<PAGE>
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
4.01 Fifteenth Amendment to Rio Hotel & Casino 5
Employee Retirement Savings Plan dated
December 23, 1998.
4
EXHIBIT 4.01
5
<PAGE>
FIFTEENTH AMENDMENT
TO
RIO SUITE HOTEL & CASINO
EMPLOYEE RETIREMENT SAVINGS PLAN
THE UNDERSIGNED, the trustees of the Rio Suite Hotel &
Casino Employee Retirement Savings Plan (the "Plan"), do hereby
approve the following amendment to the Plan in light of that
certain Agreement and Plan of Merger (the "Merger Agreement")
dated as of August 9, 1998 and as amended as of September 4,
1998, by and among Rio Hotel & Casino, Inc. ("Rio"), Harrah's
Entertainment, Inc. ("Harrah's"), and HEI Acquisition Corp. III,
a wholly-owned subsidiary of Harrah's ("Merger Sub"). This
Fifteenth Amendment to the Plan, made by Rio Properties, Inc.
(the "Employer"), a Nevada corporation and wholly-owned
subsidiary of Rio, has been duly authorized and approved by the
Board of Directors of the Employer.
Effective as of the Effective Date (as defined in the
Merger Agreement) of that certain merger of Rio with and into
Merger Sub, with Rio continuing as the surviving corporation
(hereinafter, the "Merger Effective Date"), the Plan is amended
as follows:
Article I, Definitions, the first paragraph of
Section 1.14, Eligible Employee, of the Plan is
amended to read in its entirety as follows:
"Eligible Employee":
(a) with respect to Employees who are
hired prior to the Merger Effective Date,
means any Employee who has been employed at
least six (6) months and has attained age 21
during the participation computation period
as described hereof in section 1.62; or
(b) with respect to employees who are
hired coincident with or after the Merger
Effective Date, means any employee who has
been employed at least twelve (12)
consecutive months and has attained age 21
during the participation computation period
as described hereof in section 1.62.
The definition of an Eligible Employee
shall be further qualified by Section 3.1 of
the Plan and shall specifically exclude any
employees of Harrah's Entertainment, Inc. and
its indirect and direct wholly-owned
subsidiaries with the exception of Rio Hotel
& Casino, Inc. and the indirect and direct
wholly-owned subsidiaries of Rio Hotel &
Casino, Inc. The foregoing does not prevent
Employer from making determinations regarding
credit for prior service.
Article III, Eligibility, Section 3.1, Conditions
of Eligibility, of the Plan is amended to read in its
entirety as follows:
(a) With respect to Employees who are
hired prior to the Merger Effective Date, any
Employee who has been employed at least
6
<PAGE>
six (6) months and has attained age 21 during
the participation computation period as
described hereof in section 1.62 shall be
eligible to participate hereunder as of the
date he has satisfied such requirements. The
Employer shall give each prospective Eligible
Employee written notice of his eligibility to
participate in the Plan prior to the close of
the Plan Year in which he first becomes an
Eligible Employee.
(b) With respect to Employees who are
hired after the Merger Effective Date, solely
for purposes of determining eligibility to
defer Compensation, any Employee who has been
employed for more than 90 consecutive days
and has attained age 21 shall be eligible to
defer Compensation.
Article III, Eligibility, Section 3.3, Effective
Date of Participation, of the Plan is amended to read
in its entirety as follows:
(a) With respect to Employees who are
hired prior to the Merger Effective Date, an
Eligible Employee shall become a Participant
and eligible to share in matching
contributions effective as of the first day
of the Calendar Quarter coinciding with or
next following the end of the Calendar
Quarter during which such Employee met the
eligibility requirements of Section 3.1,
provided said Employee was still employed as
of such date (or if not employed on such
date, as of the date of rehire if a 1-Year
Break in Service has not occurred).
(b) With respect to Employees who are
hired coincident with or after the Merger
Effective Date, an Eligible Employee shall
become a Participant:
(i) solely for purposes of
deferring Compensation, effective after
90 days of continuous employment as
an Employee; and
(ii) for purposes of being
eligible to share in matching
contributions, effective as of January
1 or July 1 coincident with or next
following his satisfaction of the
following requirements: having been
employed at least twelve (12)
consecutive months and has attained age
21 during the participation computation
period as described hereof in section
1.62.
Article IV, Contribution and Allocation, Section
4.1(b), Formula for Determining Employer's
Contribution, of the Plan is amended to read in its
entirety as follows:
7
<PAGE>
(b) As to each Participant who is
eligible to share in matching contributions
for the Plan Year, the Employer shall
contribute to the Plan a matching
contribution equal to 100% of each such
Participant's Deferred Compensation for the
pay period, which amount shall be deemed an
Employer's Non-Elective Contribution;
provided, however, in applying the matching
percentage specified above, only salary
reductions of 6.0% of Compensation for the
pay period shall be considered;
Article IV, Contribution and Allocation, the last
sentence of Section 4.4, Formula for Determining
Employer's Contribution, of the Plan is amended to read
in its entirety as follows:
"Except as otherwise specifically
provided in this Plan, any Participant
actively employed during the Plan Year shall
be eligible to share in the matching
contribution for the Plan Year, if a
Participant has satisfied the requirements of
either Section 3.3(a) or section 3.3(b)(ii)
hereof.
Notwithstanding any other provision of the Plan, the
amendments contained herein shall not become effective to the
extent that the amendments contained herein are not permitted
under Section 7.1(c) hereof or would cause the Plan to fail to be
"qualified" within the meaning of section 401(a) of the Code.
IN WITNESS WHEREOF, the trustees of the Plan have
evidenced their approval by executing this Fifteenth Amendment to
the Rio Suite Hotel & Casino Employee Retirement Savings Plan on
this 23rd day of December 1998.
RIO SUITE HOTEL & CASINO
EMPLOYEE RETIREMENT SAVINGS PLAN
/s/ James A. Barrett, Jr.
---------------------------
James A. Barrett, Jr.
Trustee
/s/ Ronald J. Radcliffe
---------------------------
Ronald J. Radcliffe
Trustee
8
