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) September 4, 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)
THIS DOCUMENT CONSISTS OF 11 PAGES. THE EXHIBIT INDEX IS ON
PAGE 4.
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ITEM 5. OTHER EVENTS
On August 9, 1998, Rio Hotel & Casino, Inc., a Nevada
corporation ("Rio"), 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 ("MergerSub"), providing for the merger of
MergerSub with and into Rio (the "Merger"), with Rio to be the
surviving corporation. The Merger Agreement as executed
contemplated that the Merger would be accounted for as a "pooling
of interests" and included as a condition to Harrah's obligation
to effect the Merger Harrah's receipt of a letter from its public
accountants as to the appropriateness of such accounting
treatment (the "Pooling Condition"). Having reviewed and
evaluated all aspects of the Merger and having determined that
the purchase method is the appropriate accounting treatment for
this transaction, Rio, Harrah's and MergerSub today executed a
First Amendment to the Agreement and Plan of Merger (the
"Amendment"), eliminating the Pooling Condition as well as
certain other provisions related to pooling of interests
accounting treatment.
For additional information concerning the foregoing,
reference is made to Rio's press release dated September 4, 1998,
and the Amendment, copies of which are attached as exhibits
hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits.
2.1 First Amendment to the Agreement and Plan of
Merger, dated as of September 4, 1998, by
and among Harrah's Entertainment, Inc.,
HEI Acquisition Corp. III and Rio Hotel &
Casino, Inc.
20.1 Text of Press Release, dated September 4,
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: September 4, 1998 By: /s/ Ronald J. Radcliffe
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Ronald J. Radcliffe
Vice President, Chief
Financial Officer and
Treasurer
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[CAPTION]
<TABLE>
EXHIBIT INDEX
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<S> <C> <C>
Exhibit Page
NUMBER DESCRIPTION NUMBER
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2.1 First Amendment to the Agreement and Plan of 5
Merger, dated as of September 4, 1998, by and
among Harrah's Entertainment, Inc., HEI
Acquisition Corp. III and Rio Hotel & Casino,
Inc.
20.1 Text of Press Release, dated September 4, 10
1998.
</TABLE>
4
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EXHIBIT 2.1
5
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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"AMENDMENT"), dated as of September 4, 1998, by and among
HARRAH'S ENTERTAINMENT, INC., a Delaware corporation
("HARRAH'S"), HEI ACQUISITION CORP. III, a Nevada corporation and
a direct wholly-owned subsidiary of Harrah's ("MERGER SUB"), and
RIO HOTEL & CASINO, INC., a Nevada corporation ("RIO").
WHEREAS, the parties hereto previously entered into that
certain Agreement and Plan of Merger, dated as of August 9, 1998
(the "MERGER AGREEMENT"), pursuant to which Merger Sub will, upon
the terms and subject to the conditions set forth in the Merger
Agreement, merge with and into Rio (the "MERGER"), with Rio as
the surviving corporation;
WHEREAS, the parties intended at the time of entering into
the Merger Agreement for the Merger to be accounted for as a
pooling of interests, and that Harrah's would obtain a letter
from its public accountants as to the appropriateness of such
accounting treatment, the receipt of which letter was to be a
condition to Harrah's obligation to effect the Merger (the
"POOLING CONDITION");
WHEREAS, the parties intend that the purpose of this
Amendment is to eliminate the Pooling Condition and any other
provisions in the Merger Agreement that contemplate or require
that the Merger be accounted for as a pooling of interests;
WHEREAS, each of the Boards of Directors of Harrah's and Rio
has determined that eliminating the Pooling Condition and making
the other changes contemplated by this Amendment are in the best
interests of Harrah's or Rio, as the case may be, and their
respective stockholders; and
WHEREAS, the Boards of Directors of Harrah's, Merger Sub and
Rio have each approved this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the
respective representations, warranties, covenants and agreements
set forth below, the parties agree as follows:
1. Terms used and not otherwise defined herein shall have
the meanings given to such terms in the Merger Agreement.
2. The last recital on page 1 of the Merger Agreement is
deleted in its entirety.
3. The fifth sentence of Section 2.3 of the Merger
Agreement (beginning with the words "The conversion shall be
effected in a manner . . .") is deleted in its entirety.
4. Section 3.16 of the Merger Agreement is amended in its
entirety to read as follows:
6
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SECTION 3.16. TAX MATTERS. To the
best knowledge of Rio, after consulting with
its tax advisors, except as set forth on
Schedule 3.16 of the Rio Disclosure Schedule,
neither Rio nor any of its Affiliates (as
defined in Section 5.12) has taken or agreed
to take any action which would prevent the
Merger from qualifying as a reorganization
described in Section 368(a) of the Code.
5. Section 4.15 of the Merger Agreement is amended in its
entirety to read as follows:
SECTION 4.15. TAX MATTERS. To the
best knowledge of Harrah's, after consulting
with its tax advisors, except as set forth on
Schedule 4.15 of the Harrah's Disclosure
Schedule, neither Harrah's nor any of its
Affiliates has taken or agreed to take any
action which would prevent the Merger from
qualifying as a reorganization described in
Section 368(a) of the Code.
6. Section 5.13 of the Merger Agreement is amended in its
entirety to read as follows:
SECTION 5.13. INTENTIONALLY
OMITTED.
7. Clause (f) of Section 6.3 of the Merger Agreement is
deleted in its entirety.
8. Clause (d) of Section 7.3 of the Merger Agreement
is amended in its entirety to read as follows:
(d) Intentionally omitted.
9. Paragraph 2 of the letter attached as Exhibit B
to the Merger Agreement is amended in its entirety to
read as follows:
2. INTENTIONALLY OMITTED.
10. In the event that there is a conflict between any of
the provisions of this Amendment and any of the provisions of the
Merger Agreement, the provisions of this Amendment shall control.
11. Except as expressly amended or modified herein, all the
terms and conditions of the Merger Agreement shall remain
unchanged and in full force and effect.
12. This Amendment may be executed in two or more
counterparts, all of which shall be considered one and the same
agreement and shall become effective when two or more
counterparts have been signed by each of the parties and
delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
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13. This Amendment shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to
any applicable conflicts of law.
(Signature Page on Next Page)
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IN WITNESS WHEREOF, Harrah's, Merger Sub and Rio have caused
this Amendment to be signed by their respective duly authorized
officers as of the date first written above.
HARRAH'S ENTERTAINMENT, INC.
/s/
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By:
Its:
HEI ACQUISITION CORP. III
/s/
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By:
Its:
RIO HOTEL & CASINO, INC.
/s/
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By:
Its:
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EXHIBIT 20.1
10
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CONTACTS:
Harrah's Entertainment, Inc. Rio Hotel and Casino, Inc.
Media: Media and Investors:
Ralph Berry, (901) 762-8629 James A. Barrett, Jr.
(702) 252-7733
Investors:
Charles Atwood, (901) 762-8852
Release # HET-09-98-0114
HARRAH'S AND RIO TO USE PURCHASE METHOD OF ACCOUNTING
MEMPHIS, TN/LAS VEGAS, NV, SEPTEMBER 4, 1998 - Harrah's
Entertainment, Inc. (NYSE:HET) and Rio Hotel and Casino,
Inc. (NYSE:RHC) today announced that they have amended
their merger agreement to eliminate the condition that the
merger be accounted for as a pooling of interests. Having
reviewed and evaluated all aspects of the proposed merger,
the companies determined that the purchase method is the
appropriate accounting treatment for this transaction.
Purchase accounting will improve the combined
company's debt-to-capital ratio as well as permit
increased flexibility in managing the combined company.
The companies continue to expect the transaction to be
accretive to earnings in the first year based on achieving
modest cost synergies.
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