SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2224)*
Rio Hotel & Casino, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
767 147 101
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(CUSIP Number)
James A. Barrett, Jr., 3700 West Flamingo, Las Vegas, Nevada 89103
Tel: (702) 252-7733
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 9, 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 that is the subject of this Schedule 13D, and
is filing this schedule because of Rule 13d-l(e), 13d-1(f) or 13d-1(g),
check the following box [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 767 147 101 Page 2 of 8 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Anthony A. Marnell II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable.
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
617,807
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,827,030
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 617,807
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,827,030
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,444,837
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.5%
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.
<PAGE>
SCHEDULE 13D
CUSIP No. 767 147 101 Page 3 of 8 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Austi, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable.
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
3,827,030
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,877,030
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,827,030
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
14 TYPE OF REPORTING PERSON*
00
*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.
<PAGE>
SCHEDULE 13D
CUSIP No. 767 147 101 Page 4 of 8 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James A. Barrett Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
Not applicable.
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
471,869
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,827,030
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 471,869
PERSON
WITH 10 SHARED DISPOSITIVE POWER
3,827,030
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,298,899
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.2%
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.
<PAGE>
THIS AMENDMENT NO. 24 AMENDS THE SCHEDULE 13D, AS MOST
RECENTLY AMENDED BY AMENDMENT NO. 23 THERETO DATED DECEMBER 31,
1997 (THE "SCHEDULE 13D"), OF ANTHONY A. MARNELL II, AUSTI, LLC
AND JAMES A. BARRETT, JR. (COLLECTIVELY, THE "REPORTING
PERSONS"), WITH RESPECT TO THE COMMON STOCK, $.01 PAR VALUE
("COMMON STOCK"), OF RIO HOTEL & CASINO, INC., A NEVADA
CORPORATION (THE "ISSUER"). EXCEPT AS SPECIFICALLY PROVIDED
HEREIN, THIS AMENDMENT NO. 24 DOES NOT MODIFY ANY OF THE
INFORMATION PREVIOUSLY REPORTED ON THE SCHEDULE 13D.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable. This Amendment No. 24 is being filed to report
the disposition of certain shares of Common Stock beneficially
owned by the Reporting Persons as described in Item 5(c) hereof.
Furthermore, this Amendment No. 24 is being filed to report
that on August 9, 1998, the Board of Directors of the Issuer
approved and entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Harrah's Entertainment, Inc, a Delaware
corporation ("Harrah's"), and HEI Acquisition Corp. III, a Nevada
corporation and a wholly-owned subsidiary of Harrah's ("MergerSub").
Following the approval and adoption of the Merger Agreement by a
majority of the stockholders of the Issuer, and upon the receipt
of all necessary gaming and other approvals, and the satisfaction
or waiver of all other conditions precedent as outlined in the
Merger Agreement, MergerSub shall merge (the "Merger") with and
into the Issuer, with the Issuer being the surviving corporation.
The Merger Agreement provides that each holder of issued and
outstanding shares of Common Stock of the Issuer shall receive:
(a) one (1) validly issued, fully paid and non-assessable share of
common stock, par value $0.10 per share, of Harrah's; (b) any
dividends or distributions to which the holder is entitled pursuant
to the terms of the Merger Agreement; and (c) cash with respect
to any fractional shares pursuant to the terms of the Merger
Agreement.
As a condition precedent to Harrah's and MergerSub entering
into the Merger Agreement with the Issuer, the Reporting Persons
and certain other affiliated entities entered into a certain
Stockholder Support Agreement ("Stockholder Agreement") dated
August 9, 1998, whereby the Reporting Persons agreed, subject to
certain conditions, to vote all shares of Common Stock of the Issuer
beneficially owned by the Reporting Persons in favor of the Merger
Agreement and any other matters necessary for the consummation
of the transaction contemplated by the Merger Agreement. In
addition, pursuant to the Merger Agreement, prior to the closing of
the Merger, the Reporting Persons will be required to agree that
they will not sell, assign, transfer or otherwise dispose of or
encumber (i) any shares of Common Stock, whether now owned or
hereafter acquired, (ii) any options, warrants, or other rights to
receive such stock, whether now owned or hereafter acquired, (iii)
any shares of Harrah's common stock, whether now owned or hereafter
acquired, or (iv) any options, warrants, or other rights to receive
such Harrah's common stock, whether now owned or hereafter acquired,
from thirty (30) days prior to the closing of the Merger until the
consolidated results of operations of Harrah's and the Issuer,
including at least thirty (30) days of combined operations after
the effective time of the Merger, are made available to the public.
Page 5 of 8 Pages
ITEM 5. INTEREST IN SECURITY OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended as follows:
<TABLE>
<CAPTION>
ANTHONY A. MARNELL II PRESENTLY OWNED PERCENTAGE
<S> <C> <C>
Sole voting power 617,807 <F1>,<F3>
Shared voting power 3,827,030 <F2>
Sole dispositive power 617,807 <F1>,<F3>
Shared dispositive power 3,827,030 <F2>
----------
Total beneficial ownership 4,444,837 <F1>,<F3> 17.5% <F4>
___________________
<FN>
<F1> Includes 600,000 shares of Common Stock issuable to
Mr. Marnell pursuant to currently exercisable options
under the Issuers Non-Statutory Stock Option Plan.
<F2> Shares reported hereunder with shared voting power
and shared dispositive power are those shares held by
Austi, LLC as a result of Messrs. Marnell and Barrett's
positions as co-managers.
<F3> Mr. Marnell disclaims beneficial ownership of shares
of Common Stock held by Andrea Marnell (769 shares), Alisa
Ann Marnell (769 shares) and Anthony A. Marnell III (769
shares). Not included in this filing are shares held
directly by the Alisa Ann Marnell Trust (2,000 shares) and
the Anthony A. Marnell III Trust (1,000 shares), and Mr.
Marnell disclaims beneficial ownership of those shares.
Each trust is an irrevocable spendthrift trust over which
Mr. Marnell has no voting or investment control.
<F4> Based upon 24,788,433 shares of Common Stock outstanding as
of August 6, 1998.
</FN>
</TABLE>
<TABLE>
<CAPTION>
AUSTI, LLC PRESENTLY OWNED PERCENTAGE
<S> <C> <C>
Sole voting power 3,827,030
Shared voting power -0-
Sole dispositive power 3,827,030
Shared dispositive power -0-
----------
Total beneficial ownership 3,827,030 15.4% <F1>
___________________
<FN>
<F1> Based upon 24,788,433 shares of Common Stock outstanding as
of August 6, 1998.
</FN>
</TABLE>
<TABLE>
<CAPTION>
JAMES A. BARRETT, JR. PRESENTLY OWNED PERCENTAGE
<S> <C> <C>
Sole voting power 471,869 <F1>
Shared voting power 3,827,030 <F2>
Sole dispositive power 471,869 <F1>
Shared dispositive power 3,827,030 <F2>
----------
Total beneficial ownership 4,289,899 <F1>,<F3> 17.2% <F4>
___________________
<FN>
<F1> Includes 209,000 shares of Common Stock issuable to Mr.
Barrett pursuant to currently exerciseable options under
Issuer's Non-Statutory Stock Option Plan and Long-Term
Incentive Plan.
<F2> Shares reported hereunder with shared voting power and
dispositive power are those shares owned by Austi, LLC as a
result of Messrs. Marnell and Barrett's positions as
co-managers.
<F3> Mr. Barrett disclaims beneficial ownership of all of
the shares of Common Stock held by Austi, LLC.
<F4> Based upon 24,788,433 shares of Common Stock outstanding as
of August 6, 1998.
</FN>
</TABLE>
Page 6 of 8 Pages
<PAGE>
Additional Response Pursuant to Item 5(c).:
The Reporting Persons effected the following transactions
involving the Common Stock since the most recent amendment to
Schedule 13D:
(1) On May 13, 1998, Austi, LLC sold 500,000 shares of Common
Stock at a price of $22.250 per share. The sale was effected on the
New York Stock Exchange through NationsBanc Montgomery Securities,
acting as agent.
(2) On May 15, 1998, Austi, LLC distributed 251,781 shares of
Common Stock proportionately (to the extent of their pecuniary
interest) to two withdrawing members - Barrett Family Revocable
Living Trust (182,481 shares) and Barrett, Inc. (69,300 shares).
(3) On June 30, 1998, Anthony A. Marnell II (50,000 shares),
through Austi LLC, and James A. Barrett Jr. (10,000 shares) effected
a donation of a total of 60,000 shares of Common Stock to two
charitable organizations.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
See response to Item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT DESCRIPTION
4.01 Form of Stockholder Support Agreement among between the
Reporting Persons and Harrah's, incorporated by reference
to the Issuer's report on Form 8-K (file no. 1-11569) dated
August 9, 1998, Item 7, Exhibit 2.1.
Page 7 of 8 Pages
<PAGE>
SIGNATURE
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 14, 1998 /s/ James A. Barrett, Jr.
ANTHONY A. MARNELL II
By: JAMES A. BARRETT, JR.
ATTORNEY-IN-FACT FOR ANTHONY A.
MARNELL II
Austi, LLC
Dated: August 14, 1998 By: /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR., CO-MANAGER
Dated: August 14, 1998 /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR.
Page 8 of 8 Pages
