UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 23)*
Rio Hotel & Casino, Inc.
- --------------------------------------------------------------------
(Name of Issuer)
Common Stock $.01 par value
- --------------------------------------------------------------------
(Title of Class of Securities)
767 147 101
- --------------------------------------------------------------------
(CUSIP Number)
James A. Barrett, Jr., 3700 West Flamingo, Las Vegas, Nevada 89103
Tel: (702) 252-7733
- --------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 31, 1997
- --------------------------------------------------------------------
(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-l
b)(3) or (4), check the following box [ ]
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-l(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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 767 147 101 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
505,807
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,628,811
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 505,807
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,628,811
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,134,618
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 767 147 101 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
4,628,811
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,628,811
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,628,811
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 767 147 101 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
124,088
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 4,628,811
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 124,088
PERSON
WITH 10 SHARED DISPOSITIVE POWER
4,628,811
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,752,899
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 767 147 101 Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barrett Family Revocable Living Trust
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
50
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 50
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Under 1%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP NO. 767 147 101 Page 6 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barrett, Inc.
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) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
7 SOLE VOTING POWER
12,500
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,500
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Under 1%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
THIS AMENDMENT NO. 23 AMENDS AND RESTATES THE SCHEDULE 13D, AS
MOST RECENTLY AMENDED BY AMENDMENT NO. 22 THERETO DATED APRIL 10,
1995 (THE "SCHEDULE 13D") OF ANTHONY A. MARNELL II, ET AL.,
WITH RESPECT TO THE COMMON STOCK, $.01 PAR VALUE, OF RIO HOTEL
& CASINO, INC., A NEVADA CORPORATION.
ITEM 1. SECURITY AND ISSUER
Common Stock, $.01 par value (the "Common Stock") of Rio
Hotel & Casino, Inc. (the "Issuer"); 3700 West Flamingo Road, Las
Vegas 89103.
ITEM 2. IDENTITY AND BACKGROUND
<TABLE>
<CAPTION>
RESIDENCE OR OCCUPATION/ ITEM ITEM
NAME BUSINESS ADDRESS EMPLOYMENT 2(c) 2(d) CITIZENSHIP
<S> <C> <C> <C> <C> <C>
Anthony A. Marnell II 4495 S. Polaris Avenue Chairman of the Board N/A N/A U.S.
Las Vegas, Nevada 89103 Chief Executive Officer
Rio Hotel & Casino, Inc.
3700 W. Flamingo Road
Las Vegas, NV 89103
Austi, LLC* 4495 S. Polaris Avenue N/A N/A N/A Nevada
Las Vegas, Nevada 89103
*Anthony A. Marnell II and James Barrett Jr. are co-managers;
see respective information herein.
James A. Barrett, Jr. 4495 S. Polaris Avenue President N/A N/A U.S.
Las Vegas, Nevada 89103 Rio Hotel & Casino, Inc.
3700 W. Flamingo Road
Las Vegas, NV 89103
Barrett Family 4495 S. Polaris Avenue N/A N/A N/A Nevada
Revocable Living Trust* Las Vegas, Nevada 89103
*James A. Barrett, Jr. is Trustee; see information above.
Barrett, Inc. 4495 S. Polaris Avenue N/A N/A N/A Nevada
Las Vegas, Nevada 89103
*James A. Barrett, Jr. is President, Secretary,
Treasurer and Director; see information above.
</TABLE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER COMPENSATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of this filing is to report certain changes in
the form of indirect beneficial ownership of shares of Common
Stock held by the reporting persons due to transactions effective
as of December 31, 1997. Those transactions did not change Anthony
A. Marnell II's beneficial ownership, but only the manner in
which such shares were held. Shares of the Issuer, previously held
by the Anthony A. Marnell II, Five-Year Grantor Retained Annuity
Trust (the "AAM II Five-Year Trust"); the Anthony A. Marnell II,
Ten-Year Grantor Retained Annuity Trust (the "AAM II Ten-Year
Trust"); the Anthony A. Marnell II, Fifteen-Year Grantor Retained
Annuity Trust (the "AAM II Fifteen-Year Trust"); MarCor Limited
Partnership; and Austi International, Inc. (formerly Marnell
Corrao, Inc.), were all contributed
Page 7 of 12 Pages
<PAGE>
to Austi, LLC. After the contribution, MarCor Limited Partnership
was dissolved and its interest in Austi, LLC was distributed
proportionately to its partners - the Anthony A. Marnell II
Revocable Living Trust (the "AAM II Living Trust"); the Barrett
Family Revocable Living Trust (the "Barrett Family Trust"); and
Barrett, Inc. The resulting percentage ownership in Austi, LLC
is as follows: the AAM II Five-Year Trust (4.37%); the AAM II
Ten-Year Trust (7.22%); the AAM II Fifteen-Year Trust (12.71%);
the AAM II Living Trust (30.93%); the Barrett Family Trust
(4.59%); Barrett, Inc. (1.68%); and Austi International, Inc.
(38.50%).
ITEM 5. INTEREST IN SECURITY OF THE ISSUER
<TABLE>
<CAPTION>
ANTHONY A. MARNELL II PRESENTLY OWNED PERCENTAGE
<S> <C> <C>
Sole voting power 505,807 <F1>
Shared voting power 4,628,811 <F2>
Sole dispositive power 505,807 <F1>
Shared dispositive power 4,628,811 <F2>
Total beneficial ownership 5,134,618 <F1>,<F3> 24.0%
__________________
<FN>
<F1> Includes 488,000 shares of Common Stock issuable to Mr. Marnell pursuant
to currently exercisable options under the Issuer's 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
Marnell III (769 shares) and of shares held by Austi, LLC to the extent
that those shares are greater than his actual pecuniary interest therein.
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.
</FN>
</TABLE>
<TABLE>
<CAPTION>
AUSTI, LLC PRESENTLY OWNED PERCENTAGE
<S> <C> <C>
Sole voting power 4,628,811
Shared voting power -0-
Sole dispositive power 4,628,811
Shared dispositive power -0-
Total beneficial ownership 4,628,811 21.6%
</TABLE>
<TABLE>
<CAPTION>
JAMES A. BARRETT, JR. PRESENTLY OWNED PERCENTAGE
<S> <C> <C>
Sole voting power 124,088 <F1>
Shared voting power 4,628,811 <F2>
Sole dispositive power 124,088 <F1>
Shared dispositive power 4,628,811 <F2>
Total beneficial ownership 4,752,899 <F1>,<F3> 22.2%
__________________
<FN>
<F1> Includes 103,000 shares of Common Stock issuable to Mr. Barrett pursuant
to currently exercisable options under the Issuer's Non-Statutory Stock
Option Plan.
<F2> Shares reported hereunder with shared voting power and shared 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 shares of Common Stock held by
Austi, LLC to the extent that those shares are greater than his actual
pecuniary interest therein.
</FN>
</TABLE>
Page 8 of 12 Pages
<PAGE>
<TABLE>
<CAPTION>
BARRETT FAMILY REVOCABLE
LIVING TRUST PRESENTLY OWNED PERCENTAGE
<S> <C> <C>
Sole voting power 50
Shared voting power -0-
Sole dispositive power 50
Shared dispositive power -0-
Total beneficial ownership 50 Under 1%
</TABLE>
<TABLE>
<CAPTION>
BARRETT, INC. PRESENTLY OWNED PERCENTAGE
<S> <C> <C>
Sole voting power 12,500
Shared voting power -0-
Sole dispositive power 12,500
Shared dispositive power -0-
Total beneficial ownership 12,500 Under 1%
</TABLE>
Additional Response Pursuant to Item 5(c).
The reporting person did not effect any transaction
involving the Common Stock during the past 60 days except (i) as
provided in Item 4 above; and (ii) that Mr. Barrett made a gift
of 500 shares on December 23, 1997 to the St. Thomas More
Catholic Church.
Additional Response Pursuant to Item 5(e).
As a result of the transaction set forth in Item 4 above,
MarCor Limited Partnership and Austi International, Inc. ceased
to beneficially own more than five percent of the outstanding
shares of Common Stock effective as of December 31, 1997.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Operating Agreement of Austi, LLC, a Nevada limited
liability company, is the governing instrument with respect to
Austi, LLC, including the powers of Messrs. Marnell and Barrett
as co-managers thereof to vote and dispose of the shares of
Common Stock held by that entity.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit A Pursuant to Rule 13d-1(f) the undersigned
have attached Exhibit A hereto with respect to
the joint filing of this schedule.
Exhibit B The Power of Attorney of Anthony A. Marnell II
dated May 23, 1997.
Page 9 of 12 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: January 22, 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: January 22, 1998 By: /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR., CO-MANAGER
Dated: January 22, 1998 /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR.
BARRETT FAMILY REVOCABLE LIVING
TRUST
Dated: January 22, 1998 By: /s/ James A. Barrett
JAMES A. BARRETT, JR., TRUSTEE
BARRETT, INC.
Dated: January 22, 1998 By: /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR., PRESIDENT
Page 10 of 12 Pages
<PAGE>
EXHIBIT A
Pursuant to Rule 13d-1(f), promulgated under the Securities
Exchange Act of 1934, as amended, each of the undersigned agrees
that the statement on Schedule 13D to which this agreement is
attached as an exhibit is being filed on behalf of each of them.
Dated: January 22, 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: January 22, 1998 By: /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR., CO-MANAGER
Dated: January 22, 1998 /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR.
BARRETT FAMILY REVOCABLE LIVING
TRUST
Dated: January 22, 1998 By: /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR., TRUSTEE
BARRETT, INC.
Dated: January 22, 1998 By: /s/ James A. Barrett, Jr.
JAMES A. BARRETT, JR., PRESIDENT
Page 11 of 12 Pages
<PAGE>
EXHIBIT B
POWER OF ATTORNEY
The undersigned hereby appoint, authorize and designate
James A. Barrett, Jr. as the true and lawful attorney-in-fact for
each of the undersigned to:
1. execute for and on behalf of each of the undersigned,
in the undersigned's capacity both individually and as an
officer, director and/or 10% stockholder of Rio Hotel &
Casino, Inc. (the "Company"), any and all reports,
schedules, forms, applications, exhibits and other
documents, including amendments (collectively, the
"Reports"), in accordance with the Securities Exchange Act
of 1934 and the rules thereunder;
2. do and perform any and all acts for and on behalf of
each of the undersigned which may be necessary or
desirable to complete and execute the Reports and timely
file such Reports with the U.S. Securities and Exchange
Commission and any stock exchange or similar authority;
and
3. take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of
such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it
being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to
this power of attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.
The undersigned hereby grant to such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or
revocation for and in the name, place and stead of the
undersigned, hereby ratifying and confirming all that such
attorney-in-fact, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein
granted. The undersigned acknowledge that the foregoing attorney-
in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Company assuming, any of
the undersigned's responsibilities to comply with the
requirements of the Securities Exchange Act of 1934.
This power of attorney shall be effective retroactively on
April 1, 1991 and shall remain in full force and effect until the
undersigned is no longer required to file any Reports with
respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned or any of them in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned have caused this power
of attorney to be executed as of this 23rd day of May, 1997.
Anthony A. Marnell II, Ten-
Year Grantor
/s/ Anthony A. Marnell II Retained Annuity Trust
Anthony A. Marnell II
A.A. Marnell II Family By: /s/ Anthony A. Marnell II
Revocable Living Trust Anthony A. Marnell II,
Trustee
By: /s/ Anthoney A. Marnell II
Anthony A. Marnell II,
Trustee
Anthony A. Marnell II, Five- Anthony A. Marnell II,
Year Grantor Fifteen-Year Grantor
Retained Annuity Trust Retained Annuity Trust
By: /s/ Anthoney A. Marnell II By: /s/ Anthoney A. Marnell II
Anthony A. Marnell II, Anthony A. Marnell II,
Trustee Trustee
STATE OF NEVADA )
)ss.
COUNTY OF CLARK )
This instrument was acknowledged before me on May 23,
1997 by Anthony A. Marnell II individually and as trustee of the
above-referenced trusts.
/s/ Meredith C. Ellis
NOTARY PUBLIC
Page 12 of 12 Pages
