<PAGE>
As filed with the Securities and Exchange Commission on January 4, 1999
Registration No. 33-68130
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------------
RIO HOTEL & CASINO, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 95-3671082
(State of Incorporation) (I.R.S. Employer Identification No.)
----------------------------------
1023 Cherry Road
Memphis, Tennessee 38117
(901) 762-8600
(Address, Including Zip Code and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
----------------------------------
RIO HOTEL & CASINO, INC.
1991 DIRECTORS' STOCK OPTION PLAN
AS AMENDED FEBRUARY 28, 1992;
AS AMENDED MARCH 28, 1995;
AS AMENDED JANUARY 25, 1996;
AS AMENDED FEBRUARY 25, 1998;
AND AS FURTHER AMENDED OCTOBER 22, 1998
(Full Title of the Plan)
----------------------------------
E. O. Robinson, Jr., Esq.
Senior Vice President and Secretary
Rio Hotel & Casino, Inc.
1023 Cherry Road
Memphis, Tennessee 38117
(901) 762-8600
Name, Address and Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
RIO HOTEL & CASINO, INC.
Termination of Registration Statement and
Deregistration of Securities
On January 1, 1999, pursuant to that certain Agreement and Plan of
Merger, dated as of August 9, 1998 and amended 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 ("HEI"), and Rio Hotel & Casino, Inc., a Nevada
corporation (the "Company"), HEI merged with and into the Company (the
"Merger"), with the Company continuing as the surviving corporation. In
connection with the Merger, stockholders of the Company were granted the right
to receive one share of common stock of Harrah's, par value $0.10 per share
("Harrah's Common Stock"), in exchange for each issued and outstanding share of
common stock of the Company, par value $0.01 per share ("Rio Common Stock"), and
all options to purchase Rio Common Stock under the Rio Hotel & Casino, Inc. 1991
Directors' Stock Option Plan, as amended (the "Plan"), were similarly converted
into options to purchase Harrah's Common Stock.
Because all of the stock options which were granted under the Plan,
and for which the related shares of Rio Common Stock were registered on the
registration statement on Form S-8, No. 33-68130 (the "Registration Statement"),
have been exercised in full or have been converted into options to purchase
Harrah's Common Stock in connection with the Merger, no additional shares of Rio
Common Stock registered on the Registration Statement can be purchased or
otherwise issued under the Plan. As a result, the Company hereby removes from
registration any and all shares of the Rio Common Stock that were previously
registered under the Registration Statement, and hereby files this
Post-Effective Amendment No. 1 to the Registration Statement to effect such
removal and to terminate the Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of Rio
Hotel & Casino, Inc. to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, as of January 4,
1999.
RIO HOTEL & CASINO, INC.
By: /s/ E. O. Robinson, Jr.
--------------------------------------
Name: E. O. Robinson, Jr.
Title: Senior Vice President, Secretary and
Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of
Rio Hotel & Casino, Inc. has been signed as of January 4, 1999 by the following
persons in the capacities indicated.
Signature Title Date
--------- ----- ----
/s/ Anthony A. Marnell II Chairman of the Board of January 4, 1999
---------------------------- Directors and Chief
Anthony A. Marnell II Executive Officer
(Principal Executive
Officer)
/s/ James A. Barrett, Jr. President and Director January 4, 1999
----------------------------
James A. Barrett, Jr.
/s/ Philip G. Satre Director January 4, 1999
----------------------------
Philip G. Satre
/s/ Colin V. Reed Executive Vice President, January 4, 1999
---------------------------- Treasurer and Director
Colin V. Reed (Principal Accounting
Officer)
/s/ E. O. Robinson, Jr. Senior Vice President, January 4, 1999
---------------------------- Secretary and Director
E. O. Robinson, Jr.
