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) November 18, 1998
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RIO HOTEL & CASINO, INC.
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(Exact name of Registrant as specified in charter)
Nevada
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(State or other jurisdiction of incorporation)
1-11569 95-3671082
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(Commission File Number) (IRS Employee Identification No.)
3700 West Flamingo Road, Las Vegas, Nevada 89103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 252-7733
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On November 18, 1998, Rio Hotel & Casino, Inc. (the
"Company") held a Special Meeting of Stockholders (the "Special
Meeting") to consider the proposal to approve and adopt an
Agreement and Plan of Merger, dated as of August 9, 1998 and
amended as of September 4, 1998 (the "Merger Agreement"), by and
among Harrah's Entertainment, Inc. ("Harrah's"), HEI Acquisition
Corp. III, a wholly-owned subsidiary of Harrah's ("Sub"), and the
Company, pursuant to which, (i) Sub will be merged with and into
the Company, with the Company continuing as the surviving
corporation and (ii) each outstanding share of common
stock, par value $0.01 per share, of the Company ("Rio Common
Stock"), other than shares owned by Harrah's or the Company as
treasury stock (which will be canceled), will be converted into
the right to receive one share of Harrah's common stock, $0.10
par value (collectively, the "Merger").
The affirmative vote of the holders of more than fifty
percent (50%) of the outstanding shares of Rio Common Stock was
required to approve and adopt the Merger Agreement. On October
5, 1998, the record date for the Special Meeting, there were
24,801,033 shares of Rio Common Stock outstanding. The proposal
was approved by more than fifty percent (50%) of the shares
outstanding and received the following votes:
For 17,915,481
Against 410,155
Abstain 18,650
For additional information concerning the foregoing,
reference is made to the Company's press release dated November
18, 1998, a copy of which is attached as an exhibit hereto and
incorporated by reference herein.
On November 19, 1998, the Nevada State Gaming Control Board
and the Nevada Gaming Commission granted the required regulatory
approvals for the Merger.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
99.1 Text of Press Release, dated November 18, 1998.
2
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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: November 24, 1998 By: /s/ James A. Barrett, Jr.
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James A. Barrett, Jr.
President
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EXHIBIT INDEX
Exhibit Page
NUMBER DESCRIPTION NUMBER
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99.1 Text of Press Release, dated November 18, 1998. 5
4
EXHIBIT 99.1
5
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HARRAH'S ENTERTAINMENT AND RIO HOTEL & CASINO SHAREHOLDERS
APPROVE MERGER
MEMPHIS, Tenn. and LAS VEGAS, Nov. 18 /PRNewswire/ -- Harrah's
Entertainment, Inc. (NYSE: HET - news) and Rio Hotel & Casino,
Inc. (NYSE: RHC - news) today announced shareholders of both
companies have overwhelmingly approved a proposed merger.
The Proposal now goes before Nevada gaming regulators on
Thursday, November 19th. Harrah's and Rio officials estimate the
merger will close at year end pending other approvals and
satisfaction of other closing conditions.
Under the terms announced August 10, 1998, each outstanding share
of Rio common stock will be converted into a share of Harrah's
common stock in a one-for-one stock transaction. Harrah's will
also assume Rio's debt.
Harrah's Entertainment Chairman, President and CEO, Philip G.
Satre, said, "I'm pleased our shareholders have confirmed the
Harrah's strategy to diversify our Las Vegas presence with this
excellent, high quality casino destination resort. The Rio adds
great value for our customers, our employees and our
shareholders. We can offer loyal Harrah's customers a resort-
style experience in Las Vegas. We will add Rio's 1.3 million
customers to our 8-million Total Gold customer database. And, we
fully expect to see significant revenue and growth opportunities
from the integration of our proprietary customer recognition and
reward program, Total Gold, with the Rio customer network."
"I, too, am excited about the opportunities this transaction
offers the Rio," said Anthony A. Marnell II, Chairman and CEO of
Rio Hotel & Casino. "This complements our growth plans while
maintaining the high standards of quality service and value for
which we have become known. We feel this is the perfect fit with
a first-class company that shares a common vision for customer
satisfaction and a management team we've always admired."
Statements in this release concerning future events, future
performance and business prospects, including the Rio merger, are
forward-looking and are subject to certain risks and
uncertainties. These include, but are not limited to, political,
economic, bank, equity and debt market conditions, changes in
laws or regulations, third party relations and approvals,
decisions of courts, regulators and governmental bodies, factors
affecting leverage, including interest rates, and effects of
competition. These risks and uncertainties could significantly
affect anticipated results or events in the future and actual
results may differ materially from any forward-looking
statements. For additional information, refer to the section
entitled "Private Securities Litigation Reform Act" in the
Harrah's Form 10-Q filed with the Securities and Exchange
Commission for the period ended September 30, 1998, and the
section entitled "Statement on Forward-Looking Information" in
Rio's Form 10-Q filed with the Securities and Exchange Commission
for the period ended September 30, 1998.
(more)
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Rio Hotel & Casino, Inc., through a wholly owned subsidiary, owns
and operates the Rio Suite Hotel & Casino. The country's premier
all-suite hotel-casino, the Rio offers approximately 2,500 suites
and a 120,000 square foot casino. Home of the "Masquerade Show in
the Sky," a $25 million entertainment extravaganza free to the
public, the Rio offers a wide variety of entertainment features.
These include 14 restaurants, the Wine Cellar, retail shops,
nightly performances by Danny Gans, and Rio Secco Golf Club, an
18-hole championship golf course.
Harrah's Entertainment, Inc. is the most recognized and respected
name in the casino entertainment industry. Founded more than 60
years ago, Harrah's is focused on building loyalty and brand
value with its targeted customers through a unique combination of
great service, excellent products, unsurpassed distribution,
operational excellence and technology leadership.
